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Spider-Man 2


Spider-Man 2 FAQ/Walkthrough

by clockstomper

Spider-Man 2 for PSP

Table of Contents:

A. Introduction
B. Character Profiles
C. Secret Store and Hero Points
D. Walkthrough:
 [D1] Prologue
 1. Rooftop Heist
 2. Burning Bridges
 3. Explosive Track Down
 4. Reactor Malfunction
 [D2] Mysterio's Machinations
 5. Illusions of Grandeur
 6. Waxy Residue
 7. Fish Bowl
 [D3] The Doctor Is In
 8. Smash and Grab
 9. Escape from the Vault
 10. Ock's Rampage
 [D4] Vulture's Vengeance
 11. Bombs Away
 12. A Feathery Flight
 13. Vulture's Last Stand
 [D5] Rhino and Shocker's Double Trouble 
 14. Cat and Mouse
 15. Spiked Charge!
 16. A Botched Collaboration
 [D6] The Final Showdown
 17. Meet Me at the Train
 18. Doc Ock Express
 19. Final Experiment
E. Secret Spiders [SS]
F. Copyright Info
G. Credits

A. Introduction
Firstly, be warned that this is my first submission, so I apologize for any 
amateur mistakes in advance. 

You may be wondering why I'm writing a Walkthrough for this game, 
considering all the flack it's gotten from reviewers. Firstly, as a 
lifelong Spidey fan, I had to buy the game on impulse alone. I'll admit 
this is essentially a reworking of the Spider-Man: The Movie console game 
into a Spider-Man 2 based game. But it's fun. The tasks and challenges are 
more in the vein of the first Spider-Man game for PSX, which I think is 
still the best one to date. While the game has little replay value and a 
frustrating camera, the game play and AMAZING cinematics make it worth at 
least a rent. This game is probably ideal for kids, they should have a 
blast. And hey, 5 villains in one game isn't bad.

This walkthrough will NOT be going over the controls of the game. It would 
be redundant since the game itself takes you through the basics, and 
training mode provides quick tutorials on combat and target locking. I 
highly recommend you go through these specific training exercises, as it 
makes the game a LOT easier. There's no difference in the amount of 
enemies/hostages/bombs in the three difficulty modes, so this FAQ is 
applicable to all of them.

I can understand if some of you may be renting the game, and some jerk who 
rented before you may have lost or stolen the manual. Know that the thumb 
pad controls Spidey, and the directional buttons are for the camera (why it 
isn't the other way around is what confounds me). All you need to know is 
that you'll see 3 types of Spider tokens: red is to boost your health, blue 
to boost webs and the gold ones are Secret Spiders, which will help you 
upgrade or buy moves from a menu you can access by pressing L or R at the 
level complete screen (more on what to do in the Store section). I will be 
listing the locations of the Secret Spiders within the walkthrough so you 
know the best time/location for getting them when playing through the game, 
and I will have their locations in listed format, which may be useful if 
you're replaying the game.

Reader corrections, alternate strategies or any other kind of submissions 
are more than welcome, in fact, I need them! I especially need help with 
filling in the locations of all the Secret Spiders. So if you know of any I 
don't have listed here, feel free to drop me an e-mail at 
[email protected] Just be sure to double check to make sure I haven't 
updated with that information already before you send your e-mail.  

B. Character Profiles

Peter Parker/Spider-Man
Voiced by Tobey Maguire

The hero of our story, he was orphaned as a child and raised by his Aunt 
May and Uncle Ben. A bite from a Spider (irradiated in the comics, 
genetically altered in the movie) gave him the proportional speed, strength 
and agility of a Spider. But Spider-Man didn't use his powers for good; he 
used them for fame and fortune. It was only after his Uncle Ben was killed 
by a criminal he had let escape that Peter learned about Power and 
Responsibility. In Spider-Man 2, we see how Peter's dual identity as 
Spider-Man has impeded his attempts at a normal life.

Dr. Otto Octavius/Doctor Octopus
Voiced by Alfred Molina

An explosion, caused by a failed experiment, bonded a set of robotic limbs 
to the back of Doctor Otto Octavius. He was driven mad and took up the 
villainous identity of Doctor Octopus, using his strong robotic limbs to 
commit crimes. In the movie version of the story, Octavius is influenced by 
the AI of his tentacles. His end goal is to recreate his experiment, in 
order to prove his genius and avoid facing the reality that his botched 
work cost him the life of his beloved wife Rosie.

Harry Osborn
Voiced by Josh Keaton

Peter's best friend and the son of Spider-Man's arch nemesis, Norman 
Osborn, aka the Green Goblin. After the Goblin was impaled by his own 
glider, Spider-Man got rid of his Goblin gear and returned Norman's body 
home, in effort to protect Harry. But it backfired and Harry thinks Spider-
Man killed his father and has sworn vengeance on him. In the comics, Harry 
eventually took over as the Goblin himself, but in the end he was able to 
come to his senses and died rescuing Peter from an explosion. Harry is 
played by James Franco in the movies, but Josh Keaton (who voiced Major 
Ocelot in Metal Gear Solid 3) voices him in the game.

Mary Jane Watson
Voiced by Kirsten Dunst

The girl Peter is in love with. She was originally Harry's girlfriend, but 
Peter won her heart by the end of the first Spider-Man film. However, he 
had to reject her, fearing his double life as Spider-Man would only place 
her danger. In the comics, Peter and MJ eventually got married.

J. Jonah Jameson
Voiced by JK Simmons

Publisher of the Daily Bugle, he hates Spider-Man and uses his newspaper to 
paint Spidey as a menace to society. Peter Parker takes pictures of himself 
as Spider-Man and sells them to the gruff newsman. JJJ's son John was set 
to marry MJ in the movie, but she left him at the altar.

Aunt May Reilly Parker
Voiced by Mindy Sterling

Uncle Ben's wife and Peter's beloved Aunt. Although they share no blood 
relation, May has raised Peter as if he was her own son. Peter feels a 
great deal of guilt over causing Uncle Ben's death and is afraid to tell 
her the truth. Money trouble has left poor Aunt May no choice but to turn 
to the bank for a loan so she can keep her home. In the movies she is 
played by Rosemary Harris.

The Shocker/Herman Schultz
Voiced by Michael Beattie

A villain who specializes in using electric gauntlets to commit his crimes. 
Spider-Man tangled with him in the first movie based game, but now appears 
he's escaped from prison.

The Rhino  
Voiced by John DiMaggio

This muscle bound thug has a tough rhino skin armor bonded to his skin. He 
has little intelligence and must rely on others to be the brains for him. 
The Rhino is voiced by John DiMaggio, who is best known for playing Bender 
on Futurama.

Mysterio/Quentin Beck
Voiced by James Arnold Taylor

A disgruntled stage magician, Mysterio uses his expertise in illusions to 
seek revenge on those he thinks have wronged him. In the comics, Mysterio 
developed cancer from long term exposure to the chemicals he used in his 
illusions. After using his greatest illusions ever to ruin the life of 
blind superhero Daredevil, Mysterio realized he couldn't top this latest 
performance and blew his own brains out, choosing to bow out while he was 
on top.

The Vulture/Adrian Tombs
Voiced by Dwight Schultz

This geriatric super villain appeared in the first Spider-Man movie game 
and has returned with a vengeance. Using a winged suit of his own 
invention, Tombs commits crime to look for way to extend his life, fearing 
how own mortality, and wanting to reclaim his youth. For whatever reason, 
Vulture has an accent in this game. 

C. Secret Store and Hero Points

Hero points are point you earn based on your performance in each level. You 
will be judged based on several factors:

Level completion 
Combos used
Amount of Health and Web lost
Secret Spiders found

You need to accumulate hero points in order to buy moves and bonus features 
from the Secret Store.

You can access the Secret Store from the pause menu or during the end of 
level stats, by pressing L or R to scroll to the right screen. You can use 
your points to buy the following things:

Double Fist Uppercut
Tornado Kick
Strength 1, 2 & 3
Health 1, 2 & 3
Web Capacity 1, 2 & 3
Web Recovery 1, 2 & 3
Jump 1, 2 & 3
Super Jump
Web Net
Web Cocoon
Production art

Some of these require a lot of points (especially the last 3 bonuses) so 
here are some tips to help you rack up points:

The best way to accumulate a lot of points is to go into training mode. 
Make sure to always set records you can beat, each time beating your 
previous record by a few seconds only.

Finding each Secret Spider (the golden Spider icons) adds 500 points to 
your score, so it's definitely worth doing.

If you chuck an exploding item, you get a small bonus.

When first playing through the game, your top priority should be buying 
upgrades that help your health, strength and webs. You can worry about 
extras like movies and art later.

D. Walkthrough

Walkthrough Part 1: Prologue [D1]

Rooftop Heist

After the introductory cut scenes, you'll start off with two enemies in 
front of you. Make quick work of them and another cut scene will be 
triggered. Instead of taking off after the helicopter right away, swing 
over to the nearby Activision building. Right above where the word 
Activision is written, you'll see the first Secret Spider. Grab it and head 
off after the chopper. Once you're a reasonably close (and you make sure 
target locking is on,) press X to free fall and quickly start tapping 
Triangle to whittle away the chopper's HP and set off the next cut scene. 
You'll then be on another rooftop with another two thugs. Ignore them for 
the moment and climb to the top of the structure on this same rooftop (just 
a little to the left of your latest starting position), to grab the second 
Secret Spider. Then finish off the thugs to complete the level.

Burning Bridges

As you start the level, you may recognize this bridge as the same place 
where you defeated Norman Osborn in the first Spidey Movie game. Ignore the 
thugs if possible, and make your priority saving the cop car. After the 
mini cut scene, you can take care of the thugs. Then head forward to save 
the two civilians. You can pick them up and place them in the safe zone 
like the game indicates, but it's quicker and easier just to kill the two 
thugs who are shooting at the cops. 

When you regain control after the next cut scene, you'll be faced with 3 
thugs to kill. Now is the time to take care of the Secret Spiders, as 
there's no time limit for taking out the thugs, unlike the previous tasks. 
You'll need to web swing underneath the bridge itself to find the first 
Secret Spider on a platform on one of the bridge's supporting pillars. Then 
follow the arrow back to the thugs and kick their butts to finish off the 

If you can find another Secret Spider in this level, let me know via e-mail 
and the boards.

Explosive Track Down

After the cut scene, take out any thugs who attack you. Next, it's time to 
go after a Secret Spider. It's behind the trailer that was immediately to 
your left at the start of the level (and it should be the left most trailer 
if you have Spidey facing the same way as the helpful Orange Thug's body.) 
Carefully crawl along the side of the trailer to the space between the wall 
and the back of the trailer. You may catch on fire, but it probably won't 
be enough to kill you (there's a health icon on a top of the neighboring 
trailer.) Head back to the door you were near at the beginning of the 
level. Take a left right away, into a thug filled room. After you've taken 
care of them, head out the door on the opposite side of the room. This room 
will have more thugs, and a switch. Press square near the switch to open a 
pair of orange doors. Head forward to exit the room, and mop the floor with 
any thugs that attack. 
Turn back and slightly to the right of the door you last went through to 
head to the area between the orange doors from the cut scene. As you enter, 
turn to the left and then head to the left again, head down the corridor 
and at the end of it, you'll see a door to the right that will take you to 
the stairs. When you enter the room on the 2nd floor, you'll enter a thug 
filled room. Once they're gone, don't leave the room, there's a Secret 
Spider to get. 

*Instructions on how to get the Secret Spider, submitted by John D:
"When you go up the stairs to the second floor, there is a vent that still 
has a cover on it. You pick up one of the explosive barrels and throw it at 
the vent and the cover comes off. When you try to go through it, there 
should be a path that branches off to the right. Then keep following it, 
and you'll drop down into a room. You should drop onto a pile of boxes, 
which has the secret spider on it."

Use the key next to the door to exit the room, and you'll be in a room with 
a lot of thugs to fight. Exit this room from either door, and in the room 
you now enter, head straight toward the red grate on the floor and Web Zip 
through the vent, and you'll end up in an office with a single gunman. Take 
him out and hit the switch. You'll now need to head out the newly broken 
window and swing to your right, heading in the direction of the white van. 
Use your webs to repair the pipe here. Next, leave this area and head 
toward the nearby raised platform to find the next pipe that needs repair. 
Lastly, repair the leak in the corner where you started the level. 

Congrats, the fire's out!

If you can find another Secret Spider in this level, let me know via e-mail 
and the boards.

Reactor Malfunction

You've got hostages to save and a reactor to shut down. Before you grab 
Harry, Web Zip directly above your starting position and slowly crawl 
forward on the ceiling to the area above the center of the reactor. Grab 
the Secret Spider floating here. Crawl back to the area of the ceiling 
that's right above where you started the level, as it should be safe to 
drop down here. Grab Harry and head toward the safety zone. DON'T SWING. 
Touching the reactor is an instant loss. Carefully make your way to the 
area in the back that the arrow is directing you to, hugging the walls to 
stay as far away from the reactor as possible at all times. After you drop 
off Harry and the ungrateful snob swears vengeance on you, go back and 
slightly to your right; a civilian should be very close to you, cowering 
near a desk. Dump him, and head to the elevated area on your right. Behind 
a small raised wall in the back of this area, there's a Secret Spider 
hiding in a small pit. 

Leave here and run to the opposite side of the room, to the other elevated 
area across from you. Grab the hostage and make the short run to drop him 
off. The next to hostages are on opposite sides of the room, in the 
corridors to the right and left of the reactor. Be very careful, if you go 
too close to the glowing panels in these area, the reactor will start 
spitting lightning at you, instantly killing hostages. Very carefully, hug 
the walls to stay as far away from triggering danger as possible. Luckily, 
both hostages are near the walls, so grabbing them and bringing them back 
is easy, provided you are very careful.

Now for our secondary goal, shutting down the reactor: You'll need to hit 
four switches (the aforementioned glowing panels,) but luckily the order 
you hit them in doesn't matter. Feel free to deviate from my order if it's 
easier for you. First, hit the switch just south where you've been dropping 
people off. The aforementioned lightning spitting will take effect, so jump 
whenever your Spidey sense tingles. Next, head to the left most switch, 
using objects for cover. Head back to the switch near the level's start and 
hit it, and then make your way to the final switch on the right. And now 
you're done with your very first combat-free level. 
Walkthrough Part 2: Mysterio's Machinations [D2]

Illusions of Grandeur

When you begin the level, head forward, and you'll encounter a pair of 
robots. Destroy them and you'll head out to an area where you'll see eagle 
headed statues spitting fire. Head down the hall to you right, where you'll 
have 2 more robots to fight. After you're done with them, head to the end 
of the hall where there's a switch to hit sitting on a tombstone-like 
display. Back track to the room where you saw the fire-spitters, and head 
down the opposite hall, in which you've got two more robots to defeat and 
another switch to hit. 

Now when you return to that central area, go into the newly accessible area 
(denoted by the blue carpeting) to face yet another 2 robots as the hall 
bends to the right. Continue into a new room, which looks like a replica of 
a medieval village. There's a gang of robots to defeat, surrounding the 
well in the center of the area. After defeating them all, dive into the 
well to find your first Secret Spider. A cut scene will show you blades 
popping out of the sides of the well, but it's no worry as you can Web Zip 
out of the well without losing a single speck of health. Leave this area 
through a door on the right (you'll enter a hall with what looks like a 
theatre ticket booth in the corner.)

Follow the hall to enter an Egyptian themed room, containing 3 Mummy robots 
for you to defeat. The room's exit is locked, but there's a duct to Web Zip 
through on the ceiling, closer to the north western corner of the room. You 
should end up in a small room that contains the switch needed to open the 
locked door. Go back through the vent and go through the door. This next 
room is quite different than all the previous ones, as there's an endless 
supply of robot generating in this room. Don't waste time fighting them; 
concentrate on going to the four corners of this room, as each has a 
sarcophagus for you to punch to bits. Once all four are destroyed, the 
Mummies will disappear. The exit to the room should open up, but don't 
leave yet. Climb up the statue in the center of the room to collect another 
Secret Spider. Jump down and run through the exit to end the level.

Waxy Residue

The goal of this level is finding and rescuing hostages. When you start the 
level, head forward out of the room you're in, to fight the Mummy robot 
waiting for you in the hall. After that's taken care of, take the first 
right, you should see an elevator on your left. Hit the switch and you'll 
be taken down to a small room, with some enemies and the first hostage. 
After you take care of the robots, walk up to the hostage and press square, 
and the game will instruct you to tap L and R repeatedly to free the 
hostage from their chains. Now board the elevator again and go back up to 
the hallway, and continue heading down it. Not that far from the elevator, 
you should see a staircase to the right. When you reach the bottom, turn 
right and climb the pile of boxes in the front left-hand corner of this 
room. Crawl as far behind this stack as you can to find a Secret Spider. 

Now turn back, follow the arrow and make your way to the other side of this 
downstairs area. You'll have 2 robots to fight and a hostage to untie, just 
like before. Now go back up the stairs and turn right, following the hall 
around a bend to find a room with giant vat in the middle with the hostage 
suspended above it. The switch to release the hostage is right next to the 
vat, but don't hit it, or you'll drop the hostage in the molten liquid 
below. A different switch is needed to close the vat and it's along the 
same wall as the switch mentioned above. Just hug the wall and run 
backwards to find it between the wall and a crate. Now you can go back and 
safely drop the hostage, and then untie him. 

Now you need to back track, taking the first right after you pass the 
elevator you used earlier. Follow the twists and turns of this hallway, for 
now ignoring the orange door you'll see along the way. When you reach the 
end of the hall, you'll encounter 3 Mummies and a hostage to untie. Now go 
back to orange door, enter the room and continue onward through the next 
orange door to find 4 Mummies and the last hostage. Once the hostage is 
freed, head back through the orange door and turn toward the gigantic black 
door to the left to trigger a cut scene. You'll now be faced with the task 
of killing 10 enemies, which is fairly easy as long as you stay away from 
the fire traps at the edges of the room. Once you've defeated them all, you 
can exit out the now open door, ending the level.

If you can find another Secret Spider in this level, let me know via e-mail 
and the boards.

Fish Bowl

At last, time for your boss battle with Mysterio. When you start the level, 
4 Mysterios are floating in front of panels depicting faces. The real 
Mysterio will always be in front of the lone smiling face. Target lock the 
real Mysterio, and keep in mind you can't touch him when he has those orbs 
floating around him. Get the right distance away from him so he'll fire his 
orbs at you, making him vulnerable. You can fire webbing at him while 
jumping or head over and attack him. Which ever you choose, you need to do 
this quickly before the orbs reappear. If you successfully nab him, he'll 
appear on his own from now on. If not, he'll return to the 4 Mysterio set 
up, and you'll have to try again.

When Mysterio is solo, he'll float around with his orbs and chase you. Get 
him to launch his orbs so you can pound him with combos. After this, he'll 
turn into a giant and try to stomp you, so swing away. Then he'll return to 
chasing you, so repeat the process until you whittle away his HP. You'll 
know he's getting low when he tries to nab you using blades the pop out of 
the floor. They're not really an obstacle if you keep jumping and swinging 
as you've had to do previously during this battle.

Some things to keep in mind: Never touch the orbs when they're floating 
around Mysterio, because he'll just go and turn into a giant, skipping his 
vulnerable phase. Also, if you leave him alone for too long when he's 
alone, he'll go back into his 4 Mysterio illusion, and you just have to 
repeat the process from the beginning. Don't worry though, any damage you 
did to him is still there, he never recovers HP. If you get low on HP 
yourself, there are balconies in this area, some of which contain 
regenerating health and web icons. 

As far as I know, there are no Secret Spiders. But feel free to prove me 

Walkthrough Part 3: The Doctor Is In [D3]

Smash and Grab

Aunt May needs rescuing, and you better hurry before your beloved surrogate 
mother runs out of oxygen. When you start out, there will be a lone robber 
for you to beat down. Before you leave this area, turn right to enter the 
men's room, where you'll find a Secret Spider in front of the urinals. 
Leave the men's room and head out the main doors to face a room with four 
thugs. After defeating them, you'll now have a key card one of the thugs 
was carrying. Follow the directions the arrow gives you, leaving this main 
room and following a twisting hall left, right and left again. Here you'll 
enter the vault, and find two thugs to fight. You can't open the vault, you 
must find the bank manager as the hostages suggest. Head to the back right 
corner of the room to find a hole in the wall, this is the entrance to a 
vent you must Web Zip your way through. You'll land right in front of the 
bank manager once you exit the vent. Like he tells you in the cut scene, 
you need another key card. 

Exit through the only doors in the room to enter a new room containing 3 
thugs, one has the card you need. Run back to the bank manager, who will 
now take off running to the vault. Follow him, and as he turns the corner, 
there'll be 3 more robbers for you to kill. Also, a Secret Spider is tucked 
in a cubicle to your right. Continue following the manager (the arrow will 
tell you where to go if you've fallen behind) and when you get to the 
vault, hit the switch and it'll open up. Now follow the manager to the 
second vault, where you'll find some robbers to kill. Take care of them and 
then hit the switch to end the level.   

Escape from the Vault

Ock's left you to die a gaseous death in this vault. Head to the bottom 
right corner of the room and climb into the vent here, where you'll need to 
Web Zip away as quickly as possible. After your first Web Zip the gas isn't 
a problem, but the lasers in the vent are. First, use your view to get a 
good look at the positioning of the lasers. Then position yourself so you 
can web zip without getting hit by the lasers (or as few as possible in 
some cases). Repeat this until a cut scene activates, leaving you in a room 
with automated guns. The fastest way out is to run to the vent and web zip 
into the vent on the ceiling. If your feeling in the mood to smash things, 
you can target lock and beat up the guns (you can either web zip next to 
them and punch them, or you can hit R and circle to perform a swinging kick 
to take them out.) 

Either way, once you are in the vent, Web Zip through and you'll end up in 
a new room with a large array of laser grids. First you want to crawl left 
along the ceiling (because on ceiling you won't have to worry about any of 
the horizontal lasers) to the area above the big empty corner (it'll have a 
health or web Spider icon floating in the corner.) Turn right and stop as 
you are just above some shelves. There will be 3 vertical lasers you must 
crawl around, and head toward the little structure that has the word 
'armed' above it and drop down onto. You can see from here that you can 
safely web swing to the vent entrance in the wall across from here. After 
you exit the vent you'll be in another room full of laser grids. Climb on 
to the side of the metal rack next to you on the right, position your self 
so you can Web Zip to the other metal rack across from it. Climb on top of 
this one and drop down onto the clear area of the floor next to it. You 
should land on a Secret Spider. Now look carefully at the lasers. You can 
safely swing to the wall with a greenish glass window, and crawl onto the 
ceiling from there to enter the vent. Congrats, no more lasers for the rest 
of the level!

Now when you exit the vent, you'll pop up in a room of thugs. You must 
ignore them, and any others you will encounter from now on as you must 
hurry to keep up with Doc Ock. Only engage in combat if absolutely 
necessary. Follow the directions o the red arrow and you'll be lead to a 
with a vent on the ceiling. Quickly web zip your way through this vent 
to arrive at the familiar front portion of the bank, which you may remember 
form the previous level. Run to the glass doors to trigger the end of the 

If you can find another Secret Spider in this level, let me know via e-mail 
and the boards.

Ock's Rampage

Ah, a simple 'swing after the villain' level, a classic form the PSX days. 
Swing forward and follow the arrow to the broken billboard. If it isn't 
already on, activate targeting mode, as it's essential for any level like 
this. Now web up the billboard (hold triangle) and give chase after Ock. 
This shouldn't be hard between the arrow and the camera lock. 

*Reader Aghhh submits this Secret Spider info: It's behind the 2nd 
billboard Ock 
tries to knock down.

Just repeat what you did before and give chase after Ock (holding down R 
helps during this part as he's got a good lead now.) After saving billboard 
number 3, keeping up with Ock is no trouble. Follow him, and in a 
twist, a water tower needs to be webbed up now. Do so to end the level.

Try as I might, I can't find any Secret Spiders in this level; let me know 
if you have better luck.

Walkthrough Part 4: Vulture's Vengeance [D4]

Bombs Away
You must disarm a series of bombs The Vulture has put on the rooftops. 
Luckily, each one emits a spotlight that makes them very easy to find. 
Unluckily, there's a bunch of rocket launchers guarding each one, so as 
soon as you make your approach, drop down and press square next to the bomb 
before you're blasted by missiles.

*Here's Reader Tip from Alex R:
"When you're disarming Vultures bombs, when you hit Square to disarm them, 
the robots won't shoot missiles at you."
Each bomb will require you to enter a random button sequence 4 times (only 
using the shape buttons luckily). The catch is if you screw up, you'll have 
to enter all 4 again from the beginning. Even worse, there's not much room 
for error with your time limit, so you can really only afford to mess up 
two or three times. On the first few bombs, you'll only have to deal with 3 
button sequences, then moving onto 4, and on the last two bombs, 5 button 
sequences (luckily button 5 is always first one over again). The trouble is 
you have a four second limit in which to press the buttons, so by the time 
the 5 button sequences come, you have to be pressing each button faster 
than a second. In fact, don't follow the pace they take in showing you what 
buttons to press, be fast early on to give yourself more room within the 
time limit later. I know all these instructions may be confusing now, but 
it all makes sense when doing it.

At some point he Vulture will show up to attack you, ironically ensuring 
his own death by flying around within the blast radius of his own bombs (I 
guess he has Alzheimers and forgot about planting them.) Ignore him, as 
he's not that much of a threat and the bombs are your top priority. 
Speaking of things that aren't priorities, there are Secret Spiders in this 
level. From the helipad where you start the level, turn around and swing 
down to the rooftop of the building behind the one you are on now, you'll 
find the Secret Spider between two rectangular structures. Now go to the 
nearest corner of this rooftop (a bit forward and to the left of the last 
Secret Spider), and you'll see a window washing platform on the side of a 
nearby building, land on it to grab the Secret Spider. From the starting 
position on the aforementioned Helipad, swing past the building to your 
right (which has a News 6 billboard on it), and land on the one behind it 
with copper colored windows. The Secret Spider is sitting on a small 
rectangular structure on the roof of this building. If you can memorize 
their locations first, you can get them all with enough time to deactivate 
the bombs. 

A Feathery Flight

You now have a simple level to complete offsetting the difficulty of the 
last one. All you have to do is follow Vulture around the city (the same 
tips from your pursuit of Doc Ock apply here, holding down R, keeping the 
camera lock on and so forth). When the level starts, beware the helicopter 
that may blindside you. Then follow Vulture until a cut scene activates. 
Now you'll have 4 thugs to fight. Then once Vulture reappears, quickly 
enter the room he hid in to find a Secret Spider to the left and a health 
icon to the right. Now it's back to following Vulture, but be careful this 
time, stay on his heels, even if he goes below you because he'll try and 
trick you by circling a building several times and you may lose him on a 

*Reader "Agggh" writes: The building that Vulture circles (the building 
black and circular), it's on the first tower.

Eventually, another cut scene will activate and Vulture will knock 
over a crane, which you must repair with your webs. Just swing over to him 
now and the level should end.

Vulture's Last Stand

The Vulture will fly around the building you are on now. The best method 
for defeating him is to use the target lock and hit him from afar with web 
attacks, like jumping in the air and hitting triangle for blinders, or 
using L+Triangle for the web ball. Once you get a hit on him, he'll dive 
bomb onto the roof in a puff of black smoke. Land near him and unleash 
combos on him until he takes off again, and repeat the process. Soon a cut 
scene will be activated once Vulture is down to about half his HP. Stay in 
the area of the roof with the railing, and Vulture's chain will get stuck 
when he attempts to attack you. When this happens use the same webbing 
techniques to attack the temporarily trapped villain. Repeat this process 
until The Vulture is defeated.

There are no Secret Spiders here (as far as I can tell,) but you can find 
health/web icons on the light fixtures on the side of the building and atop 
the big yellow crane.

Walkthrough Part 5: Rhino and Shocker's Double Trouble [D5]

Cat and Mouse 

When the level starts, follow this narrow hall forward and then to the 
right, and then you'll be in a room with a conveyer belt. You will be 
confronted by 3 thugs, all carrying guns. Take care of them and find the 
exit on the opposite side of the room (on your far right). Follow this path 
up into a control room, which contains 3 more thugs and a button to 
activate the conveyer belt. Head back to the conveyer belt room and three 
thugs will appear for you to finish off. Now go stand on the conveyer belt, 
and walk towards the presses, if you time it right, you can web zip through 
(wait for the first press to stomp down and just as it begins lift up, 
that's your cue to go.) a cut scene will take over immediately and there 
will be 2 thugs to kill. Go through the door they were guarding, follow the 
hall and you'll come into and empty room. Directly to the left of the 
entrance is a large pile of crates. Climb them and in the very back, 
against the wall, a Secret Spider can be found. Now go to the back of this 
room, climb the stairs and there's a switch up here. A door will open and 
two more thugs will enter to have their butts kicked. Go through the door 
they entered from, keep moving forward, following the hallway, and a cut 
scene will take over. 

Now it's time for some old school gaming, as this next part involves you 
running past some out of control fork lifts. The first one is easy, just 
wait until it starts moving to your right and then run past it easily. The 
second is just as easy, again wait for it to go to the right and run past 
it. Do the same for number 3. Number 4 blocks a Secret Spider, so wait for 
it to go all the way to the right, run into the nook in the center, and 
then wait until it passes to the left and go grab the Secret Spider. Wait 
for the final one to move to the left, run past it and out through the 
exit, ending the level. 

Spiked Charge!

Time for your boss battle with Rhino. It's rather simplistic, all you have 
to do is get near Rhino, hit X to jump and press L as you begin to fall 
back down near him, and you'll cling to his back. He'll automatically run 
into the wall and get stuck, so you can pound him with combos. Goons may 
show up to fight you, but ignore them. The Rhino can chuck explosive 
barrels at you, but if you keep repeating the jumping on his back 
technique, he'll never get the chance. Once he's run out of HP, he'll run 
off. Ignore the thugs and head through the door he went through to end the 

I haven't found any Secret Spiders here, but I'd be happy to be proven 

A Botched Collaboration

In this level, Shocker will be blasting you from up on a platform while 
Rhino chases you on foot (make sure you have camera lock on at all time 
during this battle). All you have to do is make sure Rhino get hit by 
Shocker's blasts, leaving him vulnerable. To do this keep Rhino near by, 
before Shocker blasts you, a white circle will appear around you. Lure 
Rhino into the circle to make sure he gets fried. Pound him with combos. 
You'll only have to do this a couple of times, before Rhino comes after you 
with a large pipe. Trick Rhino into hitting the legs of Shocker's platform, 
and it will crumble, killing Rhino and leaving you to fight Shocker one on 

If you stay too far away from Shocker he'll just blast you. You need to 
stay close and wait for him to spin around and create a tornado. Run from 
the Tornado without going too far, just enough not to get sucked in. The 
Shocker will be left dizzy after this technique, and you can pound him with 
combos. Keep following him and repeating this method until he's finished 
off. During the time when he's in the air between attacks, you can launch 
your web attacks at him; every little bit of damage you can inflict helps. 
The camera lock is essential for this fight; you need to know where he is 
at all times. 

I haven't found any Secret Spiders here, but I'd be happy to be proven 

Walkthrough Part 6: The Final Showdown [D6]

Meet Me at the Train

Hey, it's the old train station where you fought Shocker in the first movie 
based game! But this time Doc Ock is your enemy, and his robots and thugs 
have put innocents in danger. The robots can take big chunks of health from 
you, but they're always accompanied by a thug with a controller on their 
Kill the thug and the robots deactivate. Remember, if getting to the 
controller thug is too hard, the robots can also be taken out with some 
good old fashioned kicking and punching,

When the level starts, there will be 2 thugs and 2 robots in front of you. 
Kill the controller thug to deactivate the robots and then kill the other 
thug. Next, you'll be alerted that there are some civilians in danger. 
Follow the arrow to find 2 robots attacking the civilians. Destroy the bots 
and turn toward a small bridge like path very near to where you are now 
(the bots and civilian should have been in front of it.) Jump off the left 
side to get a Secret Spider. The right side should have a health or web 

Now go to the next civilian in danger. Take out the thug with the 
controller to deactivate the robots, and then kill the other thug. Now head 
to the next civilian and do the same thing. This next civilian should only 
have one thug with controller to take out. Now you'll have to beat 2 thugs 
and 2 robots guarding the stairway where the next civilian is being held. 
Kill the controller thug and take care of the other one and run for the 
door you saw in the cut scene. Kill the lone thug with the controller in 
this room to end the level. 

If you can find another Secret Spider in this level, let me know via e-mail 
and the boards.

Doc Ock Express

A side scrolling level in which all you have to do is beat 26 henchmen. Do 
not jump or web swing, as these are surefire ways to die. Just run along 
the train, beating up the robots and thugs that come along. Make sure you 
kill every single one and don't run past them, as having to backtrack to 
find them later is a pain. You can knock thugs off the sides of the train 
with punches or web yanks. 

There will be web and health icons every once and awhile, take them 
whenever you can. If Doc Ock shows up, keep you distance as he'll leave 
after making a snappy remark. Once all the thugs and bots are killed the 
level ends. Enjoy the simplicity of this level; it's the calm before the 

*Reader submission from DARKSPIKE:
"When you start the train level, go back instead of forward. The Secret 
Spider is at the back of the train. It is hard to get."

The Final Experiment

Doc Ock has a force field around him, so you must destroy the generators 

You can find each power terminal by following the electrified wires coming 
from the reactor in the center of the area. Speaking of said reactor, it'll 
shoot lightning and fry you if you get to close to it, so stay near the 
walls. Also, don't fall into the water below, as that equals instant death. 
Don't worry about Secret Spiders as there are none (as far as I know.)
The first terminal is to the left and a ways behind you, and it just takes 
a simple punch to bust the terminal. Move quickly, as Ock is in pursuit and 
will do all he can to hurt you. Now head to the very back wall of the area, 
you'll see a lone terminal hanging on the wall.  Now crawl to the right and 
you'll see another one below a platform hanging in the corner of the room. 
The next two are on the aforementioned small platforms hanging above two 
corners of the room (one all the way to the left of this platform you are 
under, and the other diagonally across the room from that one. The next two 
terminals are in rooms at the end of the catwalk hanging high above this 
area. The last one is on a deck below the reactor; follow the only 
electrified wire that's left to reach the correct area. 

Now Ock is vulnerable. My advice is to find a platform or corner near a 
health icon. Then when Ock walks over, turn the camera lock on and 
repeatedly jump in the air and hit triangle, to try and web up his eyes. 
Eventually you'll blind him, and will be able to attack one of his 
tentacles. Repeat this process until all his tentacles are busted and he'll 
come to his senses, ending the battle.

Congrats! You've beaten the game. Enjoy the ending.

E. Secret Spiders [SS]

Here's a single list of all the Secret Spiders I've found:

1. Atop the Activision building
2. On top of the structure where you are left after the copter crash.
3. Beneath the bridge, sitting on one of the supports.
4. Behind the burning trailer.
5. On top of the boxes in the room at the end of the vent.
6. Above the reactor.
7. To the right of the hostage drop off point, behind a wall.
8. In the well in the Medieval Village.
9. Above the statue in the Egyptian room.
10. Behind the crates near the stairs.
11. In the men's room.
12. In a cubicle near the Bank Manager's office.
13. In the room with the laser grid.
14. Behind the second billboard.
15. On a rooftop left of the helipad.
16. On the rooftop behind the helipad.
17. On a window washer's scaffold.
18. In the room Vulture hides in.
19. On the building Vulture circles
19. Behind a stack of crates in a thug-less room.
21. To the right of forklift number four.
22. Near the second group of hostages.
23. Behind the train.

F. Copyright Info

This document is copyright 2005 of Raveen Sharma. It is intended for 
private use only and no part of it may be posted anywhere else without 

G. Credits

Thanks to Activision and Vicarious Visions Inc. for making the game.

Thanks to Marvel Comics and the movie makers for making the basis of this 
game possible, especially Spider-Man creators Stan Lee and Steve Ditko.

And a special thanks to tipsters Alex R, Agggh, DaRkSpiKe and John D.