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by oldschool312

                              Spider-Man 3
                            Created 5-4-2007
                              Version 1.0

Table of Contents

1. Introduction                                 [INTN]

2. Version History                              [VRHY]

3. Walkthrough
     A. Tutorial................................[TTRL]
     B. The Lizard..............................[LZRD]
          -In Search of the Lizards.............[LZRD1]
          -Connors the Lizard...................[LZRD2]
          -The Hunter and the Hunted............[LZRD3]

     C. The Mad Bomber..........................[MDBM]
          -Subway Disaster......................[MDBM2]
          -Jetpack Bombings.....................[MDBM3]
          -Caryle's Plan........................[MDBM4]
          -Death to J. Jonah....................[MDBM5]      
     D. Apocalypse..............................[APSE]
          -Catch of the Day.....................[APSE1]
          -Bomb Shelter.........................[APSE2]
          -Power Grid...........................[APSE3]
     E. Mary Jane Thrill Ride...................[MJTR] 
          -Mary Jane Scare Ride.................[MJTRS]

     F. DeWolfe.................................[DWLF] 
          -A Cry for Help.......................[DWLF1]
          -Dirty Cops...........................[DWLF2]
          -Suspicious Invitation................[DWLF3]
     G. Daily Bugle.............................[DLBG]
          -Photo 1..............................[PHT1]
          -Photo 2..............................[PHT2] 
          -Photo 3..............................[PHT3]
          -Photo 4..............................[PHT4]
          -Photo 5..............................[PHT5]
          -Photo 6..............................[PHT6]
          -Photo 7..............................[PHT7]

     H. Arsenic Candy...........................[ASCD]
          -Shop Till You Drop...................[ASCD1]
          -Bear Necessity.......................[ASCD2]
          -Jurassic Heist.......................[ASCD3]
     I. New Goblin..............................[NWGB] 
          -Birth of a New Goblin................[NWGB1]
     J. Dragon Tail.............................[DGTL]
          -High Speed Pursuit...................[DGTL1]
          -When the Bell Tolls..................[DGTL2]
          -Collection Protection................[DGTL3]
          -Hidden Temple........................[DGTL4]
     K. Scorpion................................[SCPN]
          -Scorpion Unleashed...................[SCPN1]
          -Mind Control.........................[SCPN2]
          -Mechabiocon Exposed..................[SCPN3]

     L. Sandman.................................[SNDM]
          -Pillar of Sand Not of Society........[SNDM1]
     M. Kingpin                                 [KNPN]
          -The War on Gangs Has Been Won........[KNPN1]
          -The Kingpin Must Pay.................[KNPN2]

     N. Dr. Connors.............................[DNCN]
          -The Lizard No More...................[DRCN1] 
          -The Redemption.......................[DRCN2]

     O. Grand Finale............................[GRFN]

4. Achievements.................................[ACVM]

5. Legalities...................................[LGLS] 

1. Introduction                                                     [INTN]

**********************THIS GUIDE IS NOT SPOILER FREE***************************

Certain movie/game plot lines may be mentioned during the guide. I do not go 
out of my way to spoil any events but it is inevitable that some spoilers may
exist for the sheer fact that this is a game based on the movie. 

This guide was made using the Xbox 360 version of Spider-Man 3. I attempt to 
describe the actions necessary to complete each mission. The strategies below
may not be the best but they are proven to work (considering its the way I 
completed the missions). Hopefully this guide will provide insight to those
who need it to defeat the cast of enemies thrown at Your Friendly Neighborhood
Spider-Man. It is up to Spider-Man to clear the city from all the super 
villains. Remember with great power comes great responsibility...

2. Version History                                                   [VRHY]

Version 0.45 (5-6-2007)
-Partial Walkthrough 19/42 missions
-Achievements List

Version 0.55 (5-09-2007)
-Mad Bomber missions 3-5
-Daily Bugle 3
-DeWolfe missions completed
-Sandman fight 

Version 0.60 (5-10-2007)
-Daily Bugle Photo missions completed
-Dragon Tail missions completed
-Arsenic Candy Missions completed
-Partial Hunter and the Hunted added
-Fix a few things with the look of the guide

Version 1.0 (5-14-2007)
-Mary Jane Scare Ride added
-Scorpion Mission complete
-Kingpin missions added
-Dr. Connors missions added
-Grand Finale Added

3. Walkthrough

A. Tutorial                                                        [TTRL]

Spider-Man jumps right into the action with a nice little tutorial level. So, 
nice, tutorial levels have made instruction manuals practically obsolete. First
off we learn to attack (X light, Y heavy). Dodges are performed with the LB
button being held. Holding the LB as an attack is commencing allows Spider-Man
to avoid harm and counter with an unblockable attack (press the attack button 
on screen). Next perform the actions the on screen prompts suggest (Dodge 2
attacks and defeat the enemies). The next challenge is to counter attack four
times and then defeat the thugs. A note about counter attacking, release the 
LB button after hitting attack to actually perform the counter. Exit the room 
and jump to the top of the ledges shown.

The next room begins by showing Spidey how to use his super attack. Once you
combo meter is full (red) press RB and X to do the only super move you have
unlocked. Now defeat the enemies and press the right analog stick to turn on
your Spidey Sense. Enter the next room through the newly formed "door" and use
B to climb the wall. Find the bombs and hold B to web them up. Use B on the 
next enemy to try some web attacks then move around the corner ahead and 
press the Left Trigger to sprint. Sprinting will lead you to a room without 
an exit. Spidey seems to think he can bust some pipes to extinguish the fire
blocking the way out. 

Next, you tap a twice for a double jump and hold for a high jump. The double 
jump should have allowed you to reach a ledge behind Spidey and a room with
some thugs. Defeat these guys by any method you choose. Upon your exit a 
button pressing sequence will occur. Don't worry if you are not successful
the first time you can try again.

The next piece of tutorial information is presented after hearing Spidey 
discuss the current state of the city. Use the RT to web swing. After swinging
for a while a yellow marker of interest will appear. All you have to do is 
web swing to the end of the street then again but this time you learn how 
to boost your swing and go faster.

Finally we use the back button to access the map area and select missions.

Lets review what we have learned thus far:

X- Fast attack
Y- Strong attack
B- Web/Wall Crawl
A- Jump
LT- Sprint
LB- Dodge
RT- Web Swing
RB- Super Attack
Right analog- Spidey Sense
Back- Map

B. The Lizard                                                       [LZRD]

Part 1: In Search of the Lizards                                    [LZRD1]

This is a photo mission. Jameson wants some pics of the lizards walking around
Gramercy Park. Move to the yellow marker next to the nearby hotdog stand to 
learn a little more about photo missions. Snap the requested picture and 
head over to Larry, take a photo, and return it to the Bugle. Surprisingly, he
did not like your photo. Head over to the park to see if you can find any
giant lizards.

Upon landing in the park a man comes running down the street proclaiming its 
the end of the world. I think there may be a giant lizard behind him (just a 
guess). Move down the street and use Spidey Sense to locate the lizard in the
alley. Snap a photo and he jumps into the sewer. Now head back toward the 
Daily Bugle and you will run into some of the Apocalypse gang up to no good.
Take them out then use Spidey Sense to investigate what they were doing. There
are large green reptilian foot prints leading in three directions. The prints
to the left and right are dead ends so follow the ones straight ahead. They go
up the side of the building across the street, around the corner, and back to 
the side walk. Now that your back on the ground the prints split again. The 
ones moving diagonally across the street are a dead end so follow the ones at
the crosswalk. They lead to the lizard eating stealing some hotdogs. Snap 
a picture of him in the act quickly before he runs away (the camera can zoom in
so you don't have to get real close). Return, with photos in hand, to the Bugle
to complete the mission.

Part 2: Connors the Lizard                                           [LZRD2]

When the mission begins turn on your spidey sense and notice the yellow 
square in the center of the area. Stand over it and press X, then X and B 
repeatedly to continue the search for Dr. Connors. The area below is full
of lizards. You can fight these 4 or 5 lizards (they are not real tough) or
you can just jump down the circular opening in the center of the area and 
avoid the fight altogether.

You will hear someone screaming. Being the good guy he is Spidey will try to
save him of course. Move down the hall and defeat the two lizards on the 
bridge. Cross the bridge then swing across the pond of water for a button 
pressing sequence. Enter the hydraulic room for a lot of lizards in a bad mood.
Fight the lizards if you like or just knock down the two lights in the area 
to electrocute them and open a new door. Move through the doorway and swing 
to the left. Once you arrive on the next platform you will fight that's right
a lizard. There are several others through the wall he just busted through.
Once they are defeated (web rodeo works pretty well). Use spidey sense and 
look around the room. You should be able to see the red outline of another
lizard up the steps. A lizard jumps at you from nowhere in the next room as 
a button to press appears on screen. Hit that button then destroy the lizard.
The next area is a button pressing sequence where Spidey swings to the next

At the end of the swinging you will enter a corridor. The very beginning of 
the corridor is another lizard that will attack. Press the on screen button 
quick enough and Spidey avoids the attack and unleashes one of his own. At the
end of the hall a lizard will throw a few civilians and jump in the water. 
Investigate the area he just left. Move up the stairs and be prepared for 
another quick attack, button press sequence. Jump down to the platform below.
Spidey needs to burn the green goo wall ahead so web rodeo a barrel and throw
it at the wall. Connect a couple of times and the wall is destroyed. The only 
problem is lizards are attacking. They can be taken out before or after 
trying to web rodeo the barrels into the wall.

Move through the newly found door way and fight off a single lizard. Jump down
the opening next to the large pipe. Get the health icon and fight off another
lizard. Cross the bridge and take out this lizard. There is a lever you need
to activate to raise the gate so Spidey can fight more lizards. Open a second
gate with another lever. This next room has some easier to defeat lizards that
you do not have to waste your time with, just jump up to the platform on the
left side of the room and open the door that appears yellowish when you 
activate your spidey sense. Once the door opens you get a glimpse of Dr. 
Connors as he continues to run. Just stand near the door way and the lizards
in the room will move to attack. The steam busting through the pipes will 
eliminate most of them. Take out any survivors and avoid the steam (jump it or 
walk on the large horizontal pipes along the wall) as you move down the hall.
The exit to the next room is on the right. Climb up to the top platform bust 
down the boards and enter the next corridor. There is Connors again. The cut
scene shows him jumping to the ground. You've followed this far no need to stop

Where did that giant drill come from. Web swing down the tunnel to avoid being
crushed by the drill. The wall will be destroyed in the center, on the sides,
or top/bottom. Swing through the openings to the end of the tunnel. Move 
through the next door and finally Spidey has found Lizard.

The initial battle is pretty simple. Move to the non grinding end of one of 
the conveyer belts and activate Spidey's reflex mechanism with LB. Lizard will 
jump from the water and tackle Spider-Man. When he does rapidly press A and 
when you reach the grinder Lizard we be slammed into it. Repeat this process
for all three conveyer belts. If the sequence is initiated to close to the 
grinder Spidey will not have time to reverse Lizard into the grinder. Once
all three grinders are destroyed Lizard is stunned. Move toward him and press
Y to activate a "finisher" button sequence. Hit the right button at the right
time and Lizard is thrown into the next room, but he is not done. Now you get
to fight him one on one. Use LB to activate reflexes/dodge the majority of 
his attacks. Be sure you are using your own combos to lower his health as well.
At any point when there is red glowing ring around his hands stand back
that attack will not be dodged with Spidey's quick reflexes. Stay on the
offensive and remember to use LB. After his HP is reduced to about half he
becomes enraged and his hands will glow red at all times. His claw attacks
can not be dodged but LB will still help with any tail attacks. Just stay on
the offensive and any time you see a purple icon over his head jump out of the
way. At the end Lizard tries to escape but with the help of a button pressing
action sequence you just may prevent that.

Part 3: The Hunter and the Hunted                                     [LZRD3]  

Spidey is back in the area where he fought Lizard and quickly notices several
dead lizards nearby. Fall down the hole all the way to the bottom. Move through
the corridor until it ends. You should be in a large sewer tunnel at this
point. Swing forward until you can not swing anymore. Once you reach the end,
its a rock wall, there will be a platform nearby so Spidey can continue his
search for Dr. Connors. If you can not find the platform, turn on spidey sense
and locate the red bodies lying on the ground. The dead lizards indicated in
red are positioned on the platform. As you move up the stairs lizards will 
be flung in your direction. Apparently someone is attacking these creatures.
Near the top of the steps though there is one lizard that is still alive and
will attack. He is no problem though.

Kraven is the one taking out all of the reptiles in the sewer. He will turn a
lever that will fill the sewer with green liquid (not sure what it is but it
can not be healthy). Press the appropriate on screen buttons to quickly move 
up and dodge the remaining lizards. After entering the next area the door 
behind you slams shut. Move to the right and get ready for a fight. There are
several lizards to occupy Spidey's time but with each enemy defeated more 
respawn. Investigate the area and a hole in the ground just past the bulk 
of the enemies should be found. If Spidey can cover the opening then the 
lizards would stop respawning. There is a broken track with a train car next
to the hole. Move to the end of the train opposite the hole, press and hold X.
Release X when the meter is full and Spider-Man will push the car over the 
hole. Now go back and take out any remaining lizards. Turn on spidey sense and
note the other train car in the area is yellow as is the metal beam in front of
it. Move to the metal beam and press X. Now press X and B repeatedly to move 
the beam from the car's path. Perform the same action as with the previous 
car to open a path for Spidey.

Pick up the health before moving to the next area. This tunnel has a ground
covering of electrified liquid that we Spidey does not want to walk in. I 
could not really effectively web swing here either. The best method is to 
wall crawl to the ceiling and move down the tunnel. At times there will be a
metal gate blocking Spidey's path. The console to open the gate is in the 
electrified liquid. Use web yoyo (up on the d-pad) to lower Spider-Man to 
safely the console. Return to the ceiling and continue down the tunnel.
After three gates Spidey will reach the end of the tunnel. Drop down to 
the safe ground below (use web yoyo to find the safe area) and move into the
next hall. At the end of the hall is a shaft that will required the well timed
pressing of buttons to reach the top. Grab the health and move onto the next

Dr. Connors is about to be killed by Kraven the Hunter. Spidey will not allow
Kraven to kill his professor. After some witty banter its battle time. Kraven
seems to have more HP than some of the other bosses. Kraven's main attack, to
start, is with his knife. He will slash and use a spin attack. His knife
attacks can be dodged with reflexes. Kraven will also grab Spidey for a belly
to back suplex (for you wrestling fans out there). If you press dodge at the
right moment Spidey will avoid the attack and Kraven slams his own head into
the ground. At a couple points during the fight Kraven will copy himself. These
Kraven clones are easy to take out just a minor annoyance on your way to the 
main Kraven. Stay on the attack and Kraven will throw down a potion and 
transform into a bear. The bear Kraven will melee with his claws and has a 
powerful grapple attack that slams Spidey into the ground. If knocked down by
one of the bear's attacks Kraven will pounce on Spidey. At this point some 
rapid tap action on the A button is required to knock him away. Even later
Kraven takes another form, that of a hawk/eagle. In this form Kraven is able 
to hover above the battle field and swoop down to attack. He seems quicker and
more agile than when in bear form. Take this fight to the air with mid air 
combos. Be wary though Kraven does not have to get close to attack now. He has
the ability to shoot feathers at you from above. His final form is a Panther.
By now Kraven's HP is very small and hopefully Spider-Man's is not. Continue
to attack with the black suit and use reflexes to finish off Kraven. At the end
of the battle Kraven is stunned. Move to him and press Y to activate the a 
push button action sequence where he hurls objects at Spidey. If the sequence
is not performed accurately (X, A, Y in my game) then Spider-Man will have
to reactivate it by attacking Kraven some more.

After defeating Kraven Spidey received a health boost and he is probably going
to need it. At the end of the cut scene Spider-Man moves deeper into the 
sewers only to find an area full of lizards. Defeat them and there will be 
another health boost in it for Spidey. Find the lever in the room and activate
it to open the door. There is an opening in the wall for Spidey to climb 
through, Kraven is on the other side. This time he is all Panther but with a 
new twist, he can turn invisible. Invisible at least to normal people. Use 
spidey sense to locate Kraven. To complicate matters even more there are
lizards constantly spawning in the battle field. Even though Kraven has been
slaughtering all of them he could find they pay no attention to him nor does
he care about the lizards. Everyone is after Spidey. Make full use of reflexes
and rage to attack Kraven. The lizards are primarily push-overs that can be 
used to increase the rage meter quicker. The problem comes when Kraven grapples
Spider-Man. When this happens Spidey is defenseless against their attacks. 
Basically, while Kraven is holding the web crawler the lizards will 
relentlessly injure Spider-Man. It is possible to stand on one of the distant
ledges and web grapple the lizards into the air to defeat them. Then attack
Kraven until the lizards come back. The lizards nor Kraven can reach Spidey. 
This method takes time and patience for it to work.

Once Kraven's health is depleted yet again, a action sequence occurs. Correctly
press the appropriate button and Spider-Man will now have to find Dr. Connors
again. Move toward the yellow marker and walk right through two doors 
surrounded by red mist. Enter the hall and continue until you see the 01 
written on the wall. Climb or jump up the wall to the right and proceed to the
02. Climb or jump to the next ledge and move to the battle with Lizard take 2.

At the beginning of the battle do not try to attack Lizard. He is invincible.
His attacks consist of a melee slash thats dodgeable (reflexes), a ranged 
stream of acid attack, a charge, and second acid attack. The only one that is
reflex dodge enabled is the melee slashes. Jumping/swinging/sprint should help
avoid the other attacks. The pattern the Lizard uses after a successful or
a failed tail swing is an acid roar (avoid by staying at a distance), charge 
(avoid by using LB to run around him as he is charging), and then his acid 
splatter move (avoid by using LB and keeping a distance). As soon as the 
acid splatter move is finished Press B to shoot web onto his hands. While he is
trying to remove the webbing, move to him and press X (or he will remove it and
leap at Spider-Man at which point press X is advisable). Spidey will perform a
grapple move and jump away shooting web at Lizard. Next a B will appear above 
Lizard's tail. Move to his tail, hit B (don't hold) and rotate the left stick 
to throw him into the nearby generators. The faster the rotation the faster the
Lizard. Release Lizard, when ready, by pressing B again. Once all four 
generators are destroyed the real battle begins but with the odds a little
more even.

The next part is really fairly simple. Lizard will leap from wall to wall and
come crashing down to the ground for a very forceful attack. Watch for him to 
begin his decent for the attack and press the reflex button. Move out of the 
way and Lizard will crash into the ground. There seems to be some areas on
the floor that Lizard will slam into with such force that he gets stuck. Once
he is stuck Spidey can get in some good combos. He will eventually free himself
and use his acid roar move before beginning another set of leaps. Just avoid 
his cannonball to the ground and attack when possible to deplete his HP. When
his health is gone a Y will appear over his head to initiate the next action 
sequence. The sequence consists of moving the Left Stick down, pressing X (I
think), left analog stick up, Y, then alternating left and right analog stick
down repeatedly.

C. Mad Bomber                                                         [MDBM]

Part 2: Subway Disaster                                               [MDBM2]

Some naughty fiend has planted bombs in the subway, so Spidey feels its his 
duty to disarm them. Head toward the subway indicated by the yellow marker.
Enter the subway terminal and head down a series of stairs. Once you see the
moving subway cars web swing down the tunnel until a mini cut scene occurs. The
hole in the wall of the tunnel is your destination. Be careful while traveling
in the tunnel the subway will/can hit Spider-Man. A hit won't kill him but it 
can't feel good. The opening leads to a staging area where the bad guys were
implementing their dastardly plot. Take out the enemies and search for a clue
to the location of the explosives. There is a table with a large sheet of paper
to the left (use spidey sense). 

There are a series of bombs on the nearby cables that Spider-Man needs to web
up to avert disaster. Basically just follow the markers to each bombs position
on the cables and press B to encase it in webbing. Once the cable bombs are 
disarmed, Spidey is back in the subway tunnel and needs to find the next one.
The next bomb is sealed off underground. Pressing X on the hatch reveals that 
it can not be opened with brute strength alone. Wait for the subway to come 
from behind Spidey and press B to use the subways momentum to break the hatch.
The first step in disarming the bomb is to rotate the right analog stick
quickly and press the on screen button. This is done 4 times to unscrew each of
four bolts. Next press X until the arrow next to it is pointing down and 
press B until its arrow is pointed up. Now that the disarm mechanism has power
press X to disarm the bomb. 

Move on down the tunnel and the marker will lead you to an overhead water 
transport overpass (technical term don't worry about it). The water is to high
to allow you to pass, so jump down and back to the tunnel. There is a wooden
board covering the valve for the water nearby. Attack the board and turn the
valve to lower the water. Jump back up to the overhead water transport
overpass. Enter the previously inaccessible area and climb the wall to locate
the next bomb. Rapidly tap the button displayed to remove the bombs cover. Now
hit each moving button as it goes by. If successful the bomb will never 

Continue down the tunnel and 2 flame throwing enemies will be found. Dispose of
them first then worry about the puzzle. There is a subway car in the center. 
In front of the car are yellow levers that rotate the track the car is on. Pull
the lever until the car rolls away. Now pull the lever again to allow the car
that is blocking the bomb to roll away. Once you have found the bomb press the 
RT and LT buttons simultaneously to open the cover. Now press A until a green
light appears at the top of the bomb. This will allow power to flow to the 
shutoff button. The enemy is not please and unleashes a rapid moving subway 
car that will certainly destroy some property and people if not stopped. Spidey
will sling shot to the top of the car and it is your responsibility to hit the 
rapidly appearing on screen buttons to shoot enough web to slow the subway car.

Part 3: Jetpack Bombings                                             [MDBM3]

The web crawler swings up onto some evil doers planting a bomb. Spidey's sense
of civic duty compels him to investigate. Move toward the bomb and defuse it.
Use the right analog stick to unscrew the bolts and press the corresponding
button to remove it. Once all four are gone the main panel of the bomb is 
removed. To get the power to the shut off mechanism make sure the current 
reaches its endpoint by opening the circuits. Its kind of like those tracing
games everyone has done in activity books as a child. Unfortunately the pattern
for each bomb changes from attempt to attempt so there is no way to describe 
each individually.

The next bomb is in Chinatown near the Brooklyn Bridge. It is the type where 
you press a button as it passes through a circle type. Not sure if this is 
supposed to happen but for some reason going through the bomb mini game did 
not disable it. Instead Spidey had the option to power kick it into the river
to continue.

Bomb number 3 is in the financial district on top of a large building facing
the river. Its the brute force method for this one too. Once the bomb is 
safely in the water chase down the guys who left it. When you approach the 
enemy and get close enough press B to web yank him a little closer (if 
necessary). Then press B again and Spidey will get on his back. At which point,
you should try to ram him into nearby buildings to disable him. Once this enemy
is down head to bomb number 4 in the World Financial Center. This bomb actually
does need to be defused without brute force. Now chase down another thug and 
ram him into a few buildings. 

Bomb five has a jetpack enemy nearby that needs taken out before the diffusing
process begins. This is the last bomb in the way of a mission complete. It is
tricky too. This one combines different diffusal methods and introduces a new
one where buttons are pushed at the bottom of a constantly changing number pad.

Part 4: Carlyle's Plan                                              [MDBM4]

There is some evil activity over at the George Washington Bridge. Spidey 
needs to quickly (its timed) make it to an area under the beginning of the 
bridge to defuse a bomb. The bomb is guarded by 4 lower class enemies. Take
them out and reach the bomb with time to spare. Once the bomb is rendered 
useless a green explosion occurs in the distance. Again Spidey is first one in.

The explosion took place in a nearby factory. When Spidey gets close he will
see people running from the entrance. Every time others run away from something
Spider-Man runs to it. Enter the building defeat a couple enemies and explore
further. Carlyle will reveal his plan to destroy the city. Quickly combo the
enemies so you can use the valves to release some of the pressure. Reflexes
plus your favorite combo will suffice against the guards. Move to valve one and
rotate the right analog stick so that the meter is in green. Quickly move 
to the next two valves and repeat. They will all have to be in the green range 
to proceed. Once accomplished a door opens allowing Spidey to continue.

Some debris comes crashing down on the enemy. Spider-Man is such a nice guy 
he saves the trapped enemy only to be attacked. Take out the ungrateful one 
then jump up to the next level to defeat another guard. Use Spidey Sense and
move up the steps. With Spidey Sense on the scaffolding should turn yellow. 
While you are walking forward you should notice a ladder hanging from the 
ceiling. Move to the opposite side of the ladder and jump up to the next level.
With spidey sense on a desk should appear in yellow. Move over to the desk and 
examine it with X. Move back down to the yellow scaffolding (trace your steps
back to the ladder mentioned above) and proceed down the path to the stairs. 
Once down the stairs turn and face the stairs. Below is the desired exit.

Move forward and an enemy will appear from behind and attempt to attack press
the on screen button (X). The explosion will open the path to the next room.
Either ignore the enemy and enter the room or defeat the enemy and go to the
next room. There are several guys to fight in this area. The main objective 
though is to destroy the large chemical tank. Use reflexes to move around the
area and dodge attacks. Fight the guys as necessary but focus the effort on
attacking the tank. After destroying the tank finish off any remaining guards
and move up the stairs toward the head honcho's last position. At the top
of the stairs Spidey sees him hovering above. He attempts to end Spidey's life
with massive explosion. With quick reflexes and some button presses (A,X,B,A)
Spider-Man lives to see another day. 

Part 5: Death to J. Jonah                                             [MDBM5]
The Daily Bugle is under attack. Why does Carlyle not like the best newspaper 
man in the business. The bombers have placed three bombs in what is left of
the Bugle. Spidey will move to each himself with the help of some timely 
button presses that is. Once each bomb is defused its time to chase down 
Carlye's helicopter.

Soon after the chase begins Carlyle throws Jameson out of the helicopter. Swing
at J.J. to catch him but make sure you can keep up with Carlyle afterwards. If
you happen to miss him you will start back at the point he is falling until
you make the catch. Continue to chase the helicopter until you land with 
Jameson on a roof via a cut scene. The helicopter is flying overhead and fires
missiles at poor defenseless Spider-Man. Use LB to turn on spidey reflexes to
slow the missile down. When it gets close B will appear on screen. Press the 
button and Spider-Man will dodge the missile and use his web to launch it back
at the helicopter. If my count is correct it takes five returned missiles to 
destroy Carlyle's ride. In between single missile launches, a burst of missiles
will be fired in Spidey's general direction. When you notice more than one 
missile run to the opposite end of the building and jump to the next lower 
level. This will allow Spider-Man to avoid any damage from the undodgeable 
barrage of missiles. After the missiles hit a series of bullets will be fired.
These can be avoided basically by running around the roof. When the bullets 
stop relocate the helicopter and get ready to dodge another missile.

D. Apocalypse Gang                                                   [APSE]

Part 1 The Catch of the Day                                          [APSE1]

A man is being tormented by the Apocalypse gang. They are using a crane to hold
him over the water and plan to lower him into the river and drown him. Use X 
to operate the crane and keep the man from his death. Unfortunately, the 
members of the Apocalypse gang would prefer he die. They will fight you and
reactivate the cranes lowering controls until you dispose of them all. 
Basically, balance continued attacks with crane operation. It is best to stand
near the crane during the fight for quick access. 

Part 2 The Bomb Shelter                                              [APSE2]

Enter the subway and move down the stairs. When you come to a point where 
there isn't a guide marker leading you go left to find more stairs that lead
to a couple of civilians discussing some men running down the tunnel. Spidey
catches the next train to move on down the line. Swing forward and meet three
enemies one of which has a gun. It may be best to take him out first then 
focus on the 2 melee attackers. Once they are disposed of, jump on the platform
to the left and head toward the hideout. Jump below and take the lighted hall
on the right. You should see a broken electrical cord in the middle of the 
floor. Look up and locate the red light. Jump to the platform below the red 
light and move down the hall. There are several enemies in this room and 
3 or 4 with guns. If you have web rodeo as a special attack it works well
here to deal damage to many enemies at once. The hostages are to the right
and at least one gun man is to the left on the platform above the room. Once
the hostages are free another hostage appears on the tracks. Quickly sprint/
web swing to him and press X before the express hits him. The gang highjacked
the train so its up to Spidey to chase it down and take care of business. Along
the way you encounter more of the Apocalypse gang. There are 5-6 one of which
is carrying a road sign and likes to block. Use web yank and air combos on him
and take out the rest as usual.

Part 3: Power Grid                                                  [APSE3]

Follow the cop car to the first skirmish. If the car gets too far ahead its 
mission failure. Once the two bad guys are eliminated its time to follow the
cop as he chases the van and help stop it. If you are into achievements this 
would be a good place to get the Hitch Hiker one. If you can get on top of the
cop car it will just chase the van seemingly forever. When you have the 
achievement or are ready jump onto the van. Once on top a guy will appear from
the passenger side. Punch him until he is gone then jump to the front of the 
van and press the on screen buttons to rip off the hood. The van stops and its
up to Spidey to stop the driver. Another van is headed for the power station 
and the cops know they can't make it. Head toward the yellow marker. Once you
have swung your way there, the van will crash and two enemies will appear.
Take out the enemies quickly. The bomb in the van is set to explode but in 
order to access it Spidey will need to shut off the electricity. There are 4 
switches in the area (use spidey sense to locate them). One is on the tan 
colored building ahead. Next on the left portion of the screen is another 
tan building with a switch. The 3rd switch is on the back side of the first
building on the section close to the 2nd switch. The final switch is on the 
large cylindrical structures in front of the van with the bomb. Sprinting may
be the quickest way to hit the switches. Once the power is off return to the 
bomb and pick it up. Sprint out toward the marker to dispose of it 
appropriately. Now that the bomb is safely taken care of five of the Apocalypse
gang are there to see that Spidey gets squashed. Lets disappoint them. 

First run behind the small building at the end of the fenced area. The two 
normal weaker enemies will follow and you can combo them easily. Now its three
on one. Two guys are carrying stop signs and one has an axe with a whip like
ranged weapon. There are two ways to take out the stop sign guys; either stand
on one of the buildings and web rodeo them over the fence or use constant
air combos to take them out. The web rodeo method is quicker and likely easier.
The odds have evened extremely since the beginning of this fight. Its just you
and the axe guy. He has a lot more HP than any of the other enemies in the 
gang. It seems best to keep Spidey Sense activated at all times and combo him
to death. I faced this enemy early in the game so used melee combos to slowly 
deplete his health.

E. Mary Jane Thrill Ride                                             [MJTR]

Easy                                                                 [MJTRE]

This was definitely not the best mission in the game. All you do is take MJ
for a swing through the city. Swing as she asks: low close to the ground, 
high, or fast. Doing so will allow you to fill a heart meter that appears on
screen. Make it to the checkpoints to proivde Spidey with more time. Once
the final destination is reached a cut scene progress some of the story.

Mary Jane Scare Ride                                                 [MJTRS]

Swing through all the green orbs and arrive at Mary Jane' apartment to open
more of the main story line. I had completed all missions before doing this
one, it was all that was left. Once it was done the Dr. Connors mission and
Scorpion part 3 were available and the Mary Jane thrill rides reopened (I had
only done the easy one).

F. De Wolfe                                                         [DWLF] 

Part 1: A Cry for Help                                              [DWLF1] 

The police are enlisting the web crawler to assist in apprehending some bad
guys. Move to the cars position and follow it without being seen (don't get
too close). The car pulls into a warehouse on the Lower East Side. Move to the
top of the building and enter via the open sky light. From the top of the 
crates take a picture of the two men talking to the left near an open box. Once
you have the picture its time to apprehend the criminals. Two will take off in
a car make sure to follow them. Jump on the roof of the car to attack the 
passenger. Once he is gone, move to the hood and press X and B repeatedly to
lift it open and stop the car. The driver will exit, so beat him up. Report 
back to De Wolfe to end the mission. 

Part 2: Dirty Cops                                                   [DWLF2]

There are cops in the department that are less than stellar, De Wolfe would
like you to find them and get her some evidence against them. Use the yellow
marker to find the general location of the meeting. Once you arrive at the 
marker a chase meter will appear at the bottom of the screen. Use this meter
to get to the actual meeting place. When you are close enough, Spidey will
be shown several optimal places to snap a photo for evidence. You will need
a picture of the money exchanging hands. After the photo op jump down and
defeat every one there. Using the relfex button helps a lot. Remember that
the girls with the large hammers have to be attacked with the Y button. Once
everyone is defeated follow the marker back to De Wolfe.

Part 3: Suspicious Invitation                                       [DWLF3]

Swing to the yellow marker. It will lead Spider-Man to a dock with several 
bad cops, nine in fact. The top of one the nearby warehouse is an excellent
position to easily get the majority of the dirty cops on film. Moving
to the end of the dock and climbing to the top of the crates will get Spidey
the other pictures he needs. Once all 9 cops are photographed De Wolfe enters
the area. She is shot and Spidey jumps to the rescue. Fight off the dirty cops
until the cut scene occurs showing De Wolfe being placed in a police car. 
Jump on top of the car. Trying to actually jump does not seem to work too well.
Instead use the sprint button to run toward the car from above and fall off
the edge in the direction of the moving vehicle. Spidey will land on the car
for a button pressing action sequence and MISSION COMPLETE.

G. Daily Bugle                                                       [DLBG]

Photo mission 1                                                      [PHT1]

Take a picture of the cops in front of the police station in Chelsea. Next is a
photo of bad traffic in Midtown. Now its off to the UN to take some photos of
cab drivers. From the U.N. in Midtown East travel to Central Park South to 
obtain a picture of an intersection. There just happens to be a fender bender 
there. Now its off to take some pics of some tourists. Once the picture is
snapped some thugs appear and need to be taken out defeat them then return
to the Bugle with the photos.

Photo mission 2                                                      [PHT2]

Find and photograph 3 beauty contestants and snap one of the winner. When you 
arrive at the contest take a picture of each contestant as they walk out. Once
the winner is announced take another pic. A argument will occur and you need
to record that with a photo as well. It starts to get out of hand so Spider-
Man decides to break up the fight.

Photo mission 3                                                      [PHT3] 

Head toward the docks to get snapshots of Chinook and Cargo. There are two 
photos required, I of each set of Chinook and Cargo. Each one is easily 
obtained from a rooftop of a nearby building. Once you have the first photo
Spidey needs to race quickly to the next for the second pic. If the Chinook
is flying away thats ok so long as it and the cargo are in the picture.

Photo mission 4                                                      [PHT4]

Eddie Brock, with a very poor imposter, tries to create a picture of Spider-Man
breaking the law. Spidey stops that real quick with a punch to Mr. Brock's face
and takes his camera. Eddie though has placed nine other cameras nearby that
Spidey needs to retrieve so his name is not defamed. With only 2 minutes to
retrieve each camera, Spidey better act fast. Use spidey sense to locate each
of the cameras. With this power on they will appear green. The majority are 
right there in the alley while the others are on buildings at each end
of the alley. All the cameras though are pointed in the direction of the alley,
so Spider-Man will not have to travel too far.

Photo Mission 5                                                      [PHT5]

The members of the Dragon Tail gang have acquired some combat suits. Robbie
wants pics for proof. The objectives here are to get a 250 point picture and
defeat the dragon tail members. Head towards the Queensborro Bridge. Upon 
arriving at the bridge a cut scene will show the suits and the Dragon Tails
terrorizing the city. The photo is easy, just take a picture of the situation
below as long as there are plenty of suits and gang members the 250 points 
should not be a problem. First photo taken was 375. Now that Spidey has his
photo defeat the gang members below. By this point there should be no problem
what-so-ever destroying a few feeble Dragon Tails.

Photo Mission 6                                                       [PHT6]

Someone seems to be impersonating your friendly neighborhood Spider-Man. The
Bugle once pictures of Spidey's strange behavior. At the first target marker
after the Bugle, a helicopter will fly overhead. A man dressed in red and blue
will be hanging on a bar attached to a rope hooked to the helicopter. Move to
the stationary target marker and take a picture of the man as the helicopter
stops. Continue to follow the helicopter and taking pictures as it stops. 
After the third picture move down to a building just below (yellow marker).
The fake Spidey will fall. Its your duty to save him from death. Use reflexes
to slow things down and increase your likelihood of success. If you miss and
he dies you have to start from the beginning taking all the pictures again.
Place the imposter safely on the ground and the real Spider-Man will lecture
him on being stupid.

Photo Mission 7                                                       [PHT7]

Those crazy New Yorkers think there is a UFO flying around the city and Robbie
wants picture proof of its existence. Well those New Yorkers aren't that 
crazy after all. Move to the yellow marker for the initial UFO pic. After the
initial photo you are told to get 4 more, Mid-Flight, Vertical Jet, Side Jet,
Cloak Disengaged. After getting some photos the UFO will quickly move to 
another location. Follow it and get some more pics. Using spidey reflexes also
helps slow things down for your camera as well. This may come in handy trying
to get all the necessary pictures. The Vertical and Horizontal Jet requirements
seem to just be photos taken while the UFO is in a vertical climb or a 
horizontal dash. Cloak Disengaged is a picture of the UFO stationary. I 
honestly am not sure what the Mid Flight photo requires but I just took a lot
of pics and got that one too.

H. Arsenic Candy                                                      [ASCD]

Part 1: Shop Till You Drop                                            [ASCD1]

Move to the shop being held up and defeat all of the gang members. The owner
says some of the ladies got away and are holding an underground fashion show.
Oh what shall Spider-Man wear. Apparently, some judges have been kidnapped and
are being forced to watch the fashion show. Rescue them. You will have to 
defeat several of the Arsenic Candy gang in order to help the judges. The 
best advice is to keep moving and use Spidey's reflexes as much as possible.
Once they are gone one last lady appears and sends a chandelier toward the 
judges. In order to stop the chandelier from crashing into the judges, press 
and hold X then release once the chandelier nears Spidey's position. He will
punch the swinging light fixture. Three punches and its out. If you are having
trouble timing the punch the word now will appear on the left side of the 
screen tell you when to release the X button.

Part 2: Bear Necessity                                               [ASCD2]

Once at the factory you encounter these lovely ladies loading some teddy bears
onto a helicopter. The lady with the large black hammer will be the toughest
opponent. Use normal combos and reflexes to take out the rest of the gang. It
seems that the one with the large hammer can only be hit with air attacks or 
counter attacks. If the icon over her head turns blue jump out of the way. She
is about to use an undodgeable attack. Counter as many yellow attacks as 
possible to lower her health. Mixing in some jumping attacks away from the 
helicopter blades can help as well.

Now you will enter the teddy bear factory. There are several girls in here too
but none are very difficult just spam reflexes and use your favorite combos. 
Once they are disposed of some will escape. Chase them out the door straight
ahead and follow the helicopter. Once outside take a left and then a 2nd left.
You should now be heading toward a ramp that leads on to a bridge. From here
it should be relatively easy to follow the helicopter, it can be a little 
tricky locating it upon leaving the factory though. As you follow be careful
not to get too close to the chopper. If Spider-Man is spotted its retry. 

Once the Arsenic Candy gals land they want the nearby building to burn to the
ground. Unfortunately, there is someone inside. Take the gang members out 
quickly by using Y combo attacks. They work on the lady with the large hammer
so maybe its not jumping and counter attacks that are necessary, just power
combos. Once all  three are defeated, enter the building and use spidey sense
to locate a civilian in the back left corner. She is enclosed in a room by a
large piece of rock. Repeatedly press X and B to remove the rock then knock
down the door. Pick up the lady and take her out the front door to the 
ambulance. Reenter the burning building, this time instead of looking to the 
right where the woman was found go left and you should see a man pinned down 
near the stairs. Use X and B to lift the debris off of him. Once he stands
pick him up and the building begins to collapse blocking the front door.
You will have to jump up through the hole in the ceiling to the 2nd floor
to get out of the building. Move to the other side of the 2nd floor and find
a hole in its ceiling. Power up a jump and exit through the roof.

Part 3: Jurassic Heist                                               [ASCD3]

The evil ladies are up to no good again. This time they are holding an old man
over the edge of a clock tower. They let go and Spidey must swoop in and 
rescue this poor librarian. It may take a couple tries to get the timing down
but the goal is to sprint-jump of the building and swing into the large
green orb encircling the falling librarian. Accomplish this minor feat and a
yellow marker will guide Spidey to his next encounter.

There is no puzzles during this mission, its a straight out fight. When Spidey
arrives at the Natural History Museum, enter the building. There are some candy
gals on the first floor but they are of no concern all the action is up stairs.
The gang is trying to steal a ring and destroy the fossils in the room. A small
yellow health meter will appear. This meter indicates how much more damage 
the dinosaur can take. Take out all the gang members attacking the fossil. 
There are some at ground level and some above on the balconies. Also, Spidey
will need to enter one of the side rooms to protect the rings from being
stolen. Just a few Arsenic ladies are in the ring room the majority are
providing a diversion by attacking the skeleton. Once all the ladies have been
defeated Spidey stumbles across a wedding invitation he will have to attend.

Part 4: Bridezilla                                                  [ASCD4]

Spider-Man is the ultimate wedding crasher and this seems to upset Ms. 
Priscilla. Spidey should not have much trouble with this mission. It is 
basically a non stop fight. The groom, who starts off in the middle front of
the church, needs protection. Fend off the almost never ending supply of 
Arsenic gang members. Periodically, Spidey will say that this spot isn't safe
for the groom anymore. Move to him and press X. Carry the unfortunate guy to
a safer area. The safe areas rotate from the original spot at the front of the
church, to each side of the church, and then to the balcony at the rear (near
the entrance) of the church. Once all the minions are fought back and the groom
survives, Priscilla makes her presence known.

She was very easy to defeat. She uses her umbrella to block and can go air
born from time to time. I didn't really get to see her attacks because the 
black suit just overpowers her. The rage meter plus reflexes will absolutely
destroy the head of the Arsenic Candy Gang.

I. New Goblin                                                        [NWGB] 

The Birth of a New Goblin                                            [NWGB1]

This fight is an immense button pressing action sequence. The LB button is very
crucial to defeating the Goblin. When LB is pressed the Spidey's reflexes will
also require the movement of the left analog stick. The reflex plus analog 
sequence acts as series of dodges/maneuvers while flying on the Goblin's
glider. The X, B, and Y button presses are punches.

This next part is much tougher than the initial fight with the New Goblin. You
fight him on the streets Spider vs. Goblin. He has a comparatively large amount
of HP and some deadly attacks. The hardest part of the fight is knowing 
where he is coming from. There is not a way to lock onto a target. It may take
a couple attempts to defeat Harry but when you retry you will not have to 
reattempt the action sequence. Use the initial failures to observe his 
movements and attack pattern. Spidey's reflexes will play a crucial role in
winning this battle. Hold LB and dodge some initial melee attacks. Next, begin
a to use combos. After several attempts I found repeatedly tapping the X button
works wonders. Using the reflexes to dodge the opening attacks allowed Spidey
to land a ridiculous 60 hit combo just by using the X button. The only reason
the combo ended is because the Goblin got pushed back to the river and Spidey
could no longer reach him for attacks. At anytime a combo misses web swing 
away from danger. When you find a good battle spot (any will do), land and
quickly turn to locate the chasing New Goblin. Now just repeat the previous
strategy, dodge some attacks and start an extended combo. Toward the end of the
fight an X will appear on screen. Pressing the X button will start another 
much smaller sequence of button presses that ends the battle.

Once the Goblin's health is gone an achievement is unlocked and a couple of
new villains are introduced.

J. Dragon Tail                                                       [DGTL]

Part 1: High Speed Pursuit                                           [DGTL1] 

Two cars block the path of a white van causing it to stop. Criminals exit the
car and steal the van. Spidey rushes to the drivers rescue and takes out 4
Dragon Tail gang members. Using regular fighting combos will allow Spider-Man
to win this fight with ease. The driver is upset that his van was stolen and
knows he will be fired. Spidey decides to chase down the van by following the
path of items that have fallen from its cargo area.

Use Spidey Sense to locate the statues (they turn yellow when it is on) and
follow their path to the gang members position. Once you arrive its just 
another fight. Spidey Reflexes makes this group of enemies simple to defeat.
Afterward a cop gives you a tip on who to see for your next mission.

Part 2: When the Bell Tolls                                         [DGTL2]

A short cut scene will portray Spidey's meeting with the art collector that
tipped off the police to the robbery in part 1. An explosion takes place and
the collector begins to run around the roof like a crazy person. There are 
gang members on nearby buildings using rocket launchers in an attempt to take
you out. Find each one and throw them off their perch. After the last one is 
gone a large cargo helicopter flies over and several gang members lower 
themselves onto the collector's roof. Move back to the collector and protect
him from two waves of attacks. Using Spidey's reflexes (LB) helps.

Spider-Man is not done yet though. A police helicopter comes to provide 
assistance (as if Spidey needs it). The problem is it needs protected as well.
Jump over to the building below the enemy helicopter and climb up. When near 
the top jump toward the helicopter and a cut scene will show Spidey ripping a
weapon off the helicopter and jumping to a roof top. The left analog stick will
appear on screen repeatedly push it back to slingshot Spider-Man forward. He
will make a giant web between two buildings that will catch the crashing 
helicopter. Unfortunately the web begins to give and you will have to hit the
on screen buttons to save the civilians below.

Part 3: Collection Protection                                        [DGTL3]   

More artifacts are located in an armored car. Spidey is entrusted with 
protecting this car to its destination. At first a couple of enemies ride up
in a car and exit. Defeat both and the armored car begins to move. Another
car comes from behind in an attempt to acquire the valuable cargo. Jump on the
car and defeat the two enemies that hang out the window. Move to the hood of
the car (press X) and stop it by simultaneously hitting the on screen buttons.
Defeat the driver and find the armored car.  As you continue there will be 
gang members with rocket launchers on the rooftops and a couple more cars that
will try to ram the armored car. Focus on the cars they seem to do more damage
than the rocket launchers. Those guys don't seem to have good aim on a moving
target. At one point the armored car stops and there may be a final car but
there will definitely be some rocket launching bad guys. If there is a car
quickly stop it then move to each of the rocket launchers and take them out.
Once the final rocket launching Dragon Tail is defeat; Mission Complete.

Part 4: Hidden Temple                                              [DGTL4]  

Talking too the art collector again causes Spidey to attempt to move the 
artifacts from their location to a safer area. Head toward the yellow marker
only to find a van speeding away from the warehouse. Chase the van and land 
on its roof. After defeating the passenger and moving to the hood a helicopter
will knock Spidey off the van. Turn your attention to stopping the helicopter
by webbing it up. Return to the van and find that the artifacts are not there.
Return to the warehouse where the action took place at the beginning of this 
mission. The collector is on the roof and is going with the police to the 
Dragon Tail hideout. Follow them to a nearby skyscraper.

A yellow marker will guide Spider-Man to an entrance via the roof. Inside 
Spidey foils the gang's evil plans and this displeases their leader. The 
initial onslaught is easily defeated. They are grunts in the gang and are
defeated even without the black suit's rage meter. Using air attacks by 
web yanking enemies to Spidey after jumping is an excellent way to eliminate
enemies one at a time without much confrontation. After the first barrage of
enemies the 2nd group though less in number are more fierce. They block like
crazy and have strong ranged and melee attacks. Try to use rage and reflexes
as much as possible. Jumping attacks work well also. Anytime one of the enemies
is about dead stay with them to finish them off. One less enemy equals one less
point of attack for them. 

The boss seems easier to defeat than the four strong guards just before him.
He will melee and attack with projectiles but his claim to fame is his ability
to teleport around the room. This guy is no match for the black suit's rage
ability though. Attacking with a variety of combos (even aerial ones) works
well against the Dragon Tail leader, that is when he isn't disappearing.

K. Scorpion                                                        [SCPN]

Part 1 Scorpion Unleashed                                          [SCPN1]

Move to the yellow marker and use the slingshot ability to land on the
distant island. Once inside the facility Spidey suggests a stealthy approach.
It is not 100% necessary though, if you are seen the mission does not end. You
will just have to fight off enemies as you proceed. The goal in this initial
room is on the lower level and the right. There is a hall that is 
surrounded by several enemies. While perched high above drop down to the left.
If you land on a metal beam then drop down one more time to the lowest level.
Turn on Spidey Sense to locate the guard's positions. After trying a couple 
times I could not find a good stealthy way to make it to the hall so I just
fought my way there. Toward the end of the hall Spidey encounters 2 normal
guards that are easily taken out and one with a shield. In order to defeat
the shielded guard use reflexes to counter his attacks and strong attacks
with the Y button. Move to the end of the hall and use the console to open
the door.

Spidey will observe a discussion and employees will split up. Once the cut
scene is over take out the guards in the room. Focus on the two with guns
first. Once clear, move to the door with the blue light above it and press X.
Repeatedly pressing X and B will provide access to the elevator shaft. Climb
down the wall or just jump to the bottom. The next room has 3 simple enemies
that should be no problem to defeat. After they are gone, attack each of 
the four large boxes in the room. They are the power supply for the electric
bolts that prevent Spider-Man from climbing the wall. Now, climb the wall to
the floor above and find the fan you were shown when you entered the room
(Spidey Sense will make it obvious). Hit B to web up the fans or use LB to
turn on reflexes and slow them down so Spidey can proceed. Jump in the opening
with the red light.

When Dr. Andrews finishes talking walk toward the L-6 on the wall ahead and
be greeted by two guards and two bots. Use reflexes and combos to take them
all out. Continue forward and down a large ramp. There are at least four guards
with guns and several bots on this platform. Use reflexes to take them out
and move into the next room. There is four robotic arms on the ceiling, more
bots, and 2 gun men on each side of the room. Spidey mentions needing to find
a computer to deal with the ceiling arms. There is a console on each side of
the room protected by a gun man. Take out the guys with the guns and activate
each console. Now for a little button pressing action sequence. Unfortunately
after all your efforts the entire facility is on high alert. 

Now your goal is to exit the area. Climb the F5 wall and enter the tunnel at
the top. Turn on your Spidey Sense and you should see an arrow pointing up. Go
to the arrow and do a charged jump. Climb the ventilation shaft to the top. A
small cut scene will direct you to a door across the room. Move quickly 
because the door is being sealed off. Turn left and go up the hall toward the
red flashing light. When you arrive at the top of the ramp there is a room
with another closing door that you must make it through to continue. Run. 
Finally, a window will break in the next room. Quickly swing through the
opening and escape the facility.

Part 2: Mind Control                                               [SCPN2]

Spider-Man spies Scorpion but security is tight. Jump a fence just ahead of
Spidey's position then after the next fence go right. You should be just below 
a patrolling guard. Jump up and take out the guard and his two buddies that 
come. Enter the building. There is a computer on the left that can be activated
by pressing X, in case you trip one of the laser alerts this button shuts off
the lock down. It will also open the door at the end of the hall. In the hall
is a series of lasers that you can either attempt to avoid by using the reflex 
button then to slow the first laser and climb side ways in between the stripes
on the wall or just run into the laser press the alert shut off button and kill
the few enemies that come. 

Then next area has one guard that will basically seal off the entrance and
exit to the next room when you enter. Defeat him then press X on the console
he used. Doing so will allow you to control Scorpion in a mini game where
he attacks several waves of guards. Once the Scorpion mini game is finished
move toward the next hall for a push button action sequence where Spider-Man
avoids laser trip beams. The sequence is A, (Left Stick) Left, Right, Down, 
and A. If you don't make it simply go back to the Scorpion game console to
shut down the alert and try again. Once you make it you have reached Scorpion
and are ready for a fight. 

Slowing time with the reflex button does wonders in this battle. Just hit
LB to dodge his attacks and then use X to attack him with multiple combos. 
Once his health is depleted Scorpion will knock Spider-Man through the wall.
As he uses his tail laser press A to avoid it then press X as he tackles you.
On the way down press Y to slam him into the ground. Now Scorpion is on
the run and its Spidey's duty to give chase. The chase lasts a couple blocks
and ends in an action sequence where flying cars need to be avoided. Now
its time to continue the chase. Again this chase ends with you pushing buttons
so Spidey can avoid on coming air born cars. Scorpion runs again and Spidey
chases. This part of the chase ends on a bridge. The mind control generators 
need to be destroyed. This fight with Scorpion is much like before use reflexes
to dodge his attacks then counter with your own. Eventually, he begins using
an undodgeable tail laser attack as he jumps around above. He can be hard 
to locate but when you do jump up and attack. He will come back to the ground.
Once his health depletes to approximately half Y will appear above his head
get close and press the button. Spidey is going to try and use his tail to 
blast the generators. In order to grab his tail repeatedly press A. Once his 
tail is in Spider-Man's control press RT to fire it at the generator. Be quick
and accurate because you don't have a lot of room for error. The zoom feature
is a waste of time. Once I stopped using the zoom I was able to destroy one set
of generators (3 total) and get some shots in on the other side each time I 
took control of the tail. If things don't go as plan you will have to beat on 
Scorpion some more to gain control of the tail again. Repeat this process until
all 6 generators are gone. After destroying the final generator a action 
sequence commences. The push button cut scene will begin if there is a Y over 
Scorpion's head and it is pressed in the same fashion you did during the 
battle. During the sequence if you hit a wrong button Scorpion gets the 
advantage and you have to knock some sense in him again to reinitiate it. 
The sequence is A, X, A, LB.

Part 3: Mechabiocon Exposed                                          [SCPN3]

Just follow Scorpion, he will lead you back to the Mechabiocon laboratories.
Once you get to the first room look up (in case Scorpion is too far ahead).
There is an opening in the ceiling that Spidey can use to climb to the 
next level. It is not crucial to stay close to Scorpion here. If he gets ahead
don't worry, he will wait. Once you get to the end of a long tunnel Scorpion
notices Rhino carrying away Dr. Andrews. He will bust through the force field
while Spider-Man will have to wait. On his way up the center structure Scorpion
disables the force field allowing Spidey to follow. This center structure is
swarming with security lasers. Wall crawl on one of the outside columns. When
you reach the ceiling look of a small opening to climb through and avoid the 
lasers completely. 

Use spidey sense on this platform to find an elevator to the next level (it 
glow yellow). The next level reunites Spider-Man and Scorpion. There is another
force field for Scorpion to deactivate. This time there are guards on the other
side. They will not provide much resistance. Follow Scorpion to the next area
(at any time you lose him activate Spidey Sense to find him). He will move 
through a force field and a door will close behind him. Spidey has to find 
another way through the door. Above the metal grating in front of the door 
is an opening in the ceiling. Jump up through the opening and wall crawl to the
top. Oh, and try to avoid the security lasers as well. Use a charged jump and 
at the top of the jump hit A again to get some extra height. Move toward the 
wall and stick to it. Now climb the rest of the way up. If you are hit by 
the lasers Spidey will plummet toward the ground. Slowly and carefully climb
the wall avoiding the lasers. At points the lasers will disappear only to 
reappear momentarily. The key is to not get in a hurry especially since the
camera is erratic and the wall crawling movements are not accurate with fine

When Spider-Man nears the top Dr. Stilwell has a gun pointed at Dr. Andrews
and Scorpion does not like that. Rhino also make his entrance. Apparently, 
Scorpion is being attacked by Rhino (indicated by the new health meter in the
upper right corner). Spidey now needs to reach the top relatively quickly so
that Scorpion is not destroyed. A couple quick jumps can work here if you
land right otherwise continue to crawl up as before. When Spider-Man reaches
the top, he over hears some guards discussing Scorpion. Once you are back in
control of Spider-Man move through the vent and take out the guards below (if
you want). Move down the hall and into the room with Scorpion and Rhino. On the
way Spidey will come across some shielded guards, they will ignore him as 
another guard comes flying by them. Jump below to join the battle.

The most notable trait of Rhino is that he will not take any damage with a
frontal attack. Spidey will have to use his reflexes to move behind Rhino and
attack with combos. Rhino has normal melee attacks, a grapple, and a very 
harmful radial attack. The radial attack can not be blocked or dodged. The best
way to avoid taking damage from this attack is to swing/jump/run away when it
is about to start. Rhino will lower his arms and stand straight up to prepare
for the jump into the air. When you see this move! Another method of attack
used by Rhino is tearing the columns located around the room and swinging them
like a baseball bat. At one point he will twirl around with the column 
damaging anyone nearby. When he nears the end of the twirl the column will be
released in Scorpion's/Spidey's direction. All the twirling makes Rhino dizzy.
Use the reflex button to lengthen his dizzy state and attack. This battle 
probably more than any so far is an exercise in hit and run tactics. Late in
the battle Rhino will get on all fours and charge around the battle area. This
only harms him since it is easy to avoid with reflexes. When he is done running
Rhino will be winded. Take this time to attack before he catches his breath. 
Alternatively, if reflexes are on and Rhino charges Spider-Man watch for an
on screen button to appear. If you hit that button then the next Spidey will
web onto charging Rhino's back and directed him into the wall for some extra
damage. There is a pretty cool double team move that Scorpion and Spider-Man
perform that requires rapid pressing of A. It is triggered when both characters
are near Rhino by pressing Y. At any time there is a Y above Rhino's head take
advantage of some easy damage. There is also a situation where Spidey can use
his web while Rhino is swinging the metal columns to attack Rhino with the 
column he holds but I have not been able to reproduce the situation repeatedly.
When Rhino's health is gone a action sequence takes place to finish him off.
left stick down, A, left stick up, X, B, A, B.

L. Sandman                                                            [SNDM]

-Pillar of Sand Not of Society                                        [SNDM1]

Head toward the yellow marker, but this time it is inside the building. Near
the top of the apartment complex is a room with an open window. Enter that 
room to select the mission. Spider-Man gains the black suit at this point and
chases Sandman into the subway system for a little fight.

The first part of this battle is pretty simple. Use spidey reflexes to dodge
Sandman's normal attacks and use your combos to wear him down. When the rage 
meter is full press RB repeatedly to activate the power of the black suit. This
will make Spidey's attacks stronger than they were. Sandman does have a move
where his hand turns into a mace that is undodgeable with LB. Instead when 
there is a purple icon above his head just move away. He will also block some
of Spidey's attacks with a sand shield. Finally, Sandman uses a projectile
attack (guess what it is) to ocasionally hit the web crawler from a distance.
Once a small portion of his health is depleted an X will appear above Sandman's
head. Press X near him to move the fight down the track.

The portion of the fight is a little more difficult. Not necessarily because of
Sandman but due to the rapidly moving trains whizzing by. If Spidey is hit by
one he will either be killed or knocked to the ground below. Either alternative
results in a retry (it is unlikely Spidey can make it back to the battle area
before Sandman runs away). While the trains are dangerous to Spider-Man they
have the potential to be dangerous to Mr. Marko as well. When a red B appears
above Sandman's head Spidey can activate a push button scenario where he can
smash Sandman's face into a speeding train or with the use of web and the 
speed of the train slam into his dusty enemy for extra damage. For the most 
part though it is just find to stick with the trust reflex and combo strategy.
Just watch out for the trains. Once all of Sandman's HP is gone there is 
a very well done push button action sequence that finishes him off.

M. Kingpin                                                            [KNPN]

Part 1: The War on Gangs Has Been Won                                [KNPN1]

There is big news at the courthouse and J.J. wants some top notch photos, so 
follow the yellow marker to the courthouse. Upon arrival the guard lets Peter
know he's late, the press conference has began. Move up the escalator and 
through the doors. The next guard will tell you that the only way in now is 
through the balcony. Climb the steps and enter the press room through
the double doors. The goal is to get a pic of the gang bosses Spider-Man 
defeated and the police chief. It can all be done easily and with one snap
of the camera from the balcony. Now that Peter has the pictures its time to
return them to the Bugle. This was the easiest mission... wait a minute its
not quite over yet.

After exiting the press room Peter notices Kingpin in the distance. Take out
you camera and snap a photo of him as he turns and yells into his phone. He
will unleash his goons on the people below. A quick costume change and Spidey
is ready for battle. Defeat the handful of enemies in the first room then 
exit when the door opens. There are more goons out here but there is a health
icon (as if you would need it). Use reflexes and rage to take out the numerous
enemies. Once they are dealt with return to the Daily Bugle for a MISSION 

Part 2: The Kingpin Must Pay                                        [KNPN2]

At the start of the mission Spidey busts into Fisk's home and demands to see
him. Instead, he is met with two waves of pushover enemies that will be 
easy to defeat using normal methods (reflex and combos). Seeing his goons
defeated rather easily, Fisk asks Spider-Man to join him in the next room.
Go to the balcony and bust open the door. Fisk and Spidey will talk and at
the end of the discussion Kingpin picks up a  table and hurls it at Spidey.
Press A then left stick down to avoid damage. Members of the Apocalypse gang
enter and do some trash talking (don't they realize they have been destroyed
by Spider-Man throughout the game) as Fisk leaves. The goal now is to smash 
through the wooden door in the corner of the room (its where Kingpin exited).
Defeating the gang members will just cause more gang members to respawn. 
Balance attacks between breaking the door and fending off the enemies. Once
the door is broken, Spidey will see Kingpin on the other side. 

The battle with Kingpin takes place in this small room. He blocks most of 
Spidey's attacks. The best way to get some hits in is to dodge his attacks
when the yellow icon appears over his head. This counter can stun him long
enough to lay in a few punches. Keep hitting though to build the rage meter. 
Every time the rage meter is available use it. This does a much greater
amount of damage to Kingpin than normal attacks (I especially like the 
Annihilator combo X,X,X,Y). This is another time where patience is important.
Dodge attacks, counter, and rage meter combos will have Fisk's HP gone. After
defeating Kingpin he reintroduces you to some old pals: the bosses of each
of the gangs you destroyed earlier. This time though Spidey fights all three
at once.

This fight did not seem as difficult as it sounds like it would be. The bosses
have the same attacks as previously described. The rage meter helps out a lot
and after each boss is defeated Spidey receives a health bonus. Try to focus
on one boss at a time especially if one is lower on health than the others.
Each time a gang boss is defeated the odds even. If my terminology is correct
the Webhammer Combo works very well against Priscilla. Its the move where 
Spidey webs an enemy and repeatedly slams them into the ground. Basically,
use timely reflexes and rage combos to defeat the enemies with little 

Now back to the "big guy" himself. Move up the stairs and alternate moving the
left and right sticks back repeatedly to make a grand entrance. Kingpin is not
amused. This battle with Kingpin is practically identical to the previous one.
He does not seem to have any new moves but is more aggressive this time. After
depleting his HP a action sequence is initiated by press Y near Kingpin. The 
action sequence ends with Spider-Man finishing off Fisk.

N. Dr. Connors                                                         [DNCN] 

Part 1: The Lizard No More                                            [DRCN1] 

Spider-Man enlists Dr. Connors to help find a way to reverse the regeneration
serum he created. He needs a sample though from his underground sewer lab.
Follow the yellow marker to the lab entrance. People are running frantically 
from the subway, you know its been my personal experience that the easiest way
to find an army of giant lizards is to first find the people that are scared
and running away as fast as they possible can. Never Fails. Move down the 
stairs to fight off a few lizards or just run by because they are in a fight
of their own. Follow the yellow marker down to and through the subway tunnel.

Arrive at a side hall and fight off a couple of lizards and continue forward.
In this larger room Spidey sees several lizards and hears a scared screaming 
woman.  Fend of the lizards and move to the metal circle with the yellow and 
black ring. Open the floor panel by pressing X then alternating X and B. Jump 
in and then jump down another shaft on the next level. At the bottom there is a
health boost and a hall. At the end of the hall is a lizard that will run from
Spidey. Chase him down. For the most part he just moves down the sewers, in 
fact you will often find that Spidey has passed up the enemy. The lizard leads
you to a trap with several of his buddies ready to fight. Defeat them then
move down the hall to the lab. Use Spidey Sense to locate the three necessary
samples and fight off all the lizards you would like. Once the samples are 
recovered a cut scene starts showing the sample's safe delivery to Dr. Connors.

Part 2: The Redemption                                               [DRCN2]

Move to the yellow marker in a nearby back alley. Use the test of strength 
buttons to open the gate to the sewers. Drop down two openings and follow the
marker to the serum dispenser. Press X to activate it. Once activated a 40 
second timer appears on screen. Fight off all the attacking lizards to protect
the dispenser. Using reflexes here keeps the clock moving and slows the 
battle. There really should not be any difficult associated with this part.
After a successful forty seconds move on to the next dispenser. The next 
protection timer increases to a full 60 seconds. This dispenser seemed much
more difficult to protect (it took a couple tries where the first one just
took one attempt). Stay near the dispenser and use reflexes/spidey sense to
slow the lizards and keep track of where they are located. The dispenser may
not be able to withstand much more damage near the end. A well timed multi
web rodeo special move (RB + B) or multi launcher (RB + A) will help knock away
several lizards at once. Now to the 3rd dispenser. Activate it and prepare for
a wave of lizards like you have never seen. The dispenser must be protected for
two minutes and the lizards are numerous. When the combo meter is full using RB
and B (or A) to activate very good crowd control moves. When you don't have a
full combo meter get one by moving around the canister and attacking with Y
while constantly hitting the reflex button. This maybe the most frustrating 
portion of the game. The combination of numerous lizards with a relatively
low amount of damage the dispenser can take makes this an aggravating 
experience with little to no fun value. Many of the bosses in the game were 
more easily defeated than this.


Combos that seem to be effective

Cannonball: Y,Y,Y,X,X,X
Multi-Launcher: X,X,X,X,X,Y

Effective Specials

Multi Rodeo: RB + B (then spin Right stick)
Multi Launcher: RB + A 
O. Grand Finale                                                        [GRFN]

Showdown                                                               [SHWD] 

There are some movie Spoilers during this battle so proceed with caution.

Venom and Sandman have trapped M.J. in a car suspended several stories above
the ground. They dare Spidey to come and stop them if he can. Follow the yellow
marker to the site of the showdown. First up Venom.

After a few attacks Venom turns red and goes into a rage as Spidey could do
with the black suit. Once the rage begins you are shown the position of stacks
of metal pipes that can be used to weaken Venom. In the raged state Venom
is practically impossible to hit. Move to the second level and hit the stack
of pipes. The noise created will stun Venom allowing Spidey to get in some 
combos. The pipes will respawn after a small amount of time. There are two
stacks on the 2nd level, one on each side of the battle area. Move from side
to side hitting the pipes then attacking Venom. As the pipes are approached
Venom will likely shoot a web around Spidey's neck, rapidly press A to break
free. When a little less than half of Venom's health is depleted he will move
to the car MJ is trapped in. A cut scene (no buttons to push this time) stops
him from doing any harm to her. Keep attacking Venom, when his health is 
depleted to approximately half a cut scene shows...

Harry Osborn watching the news. He decides its time he help. Listen to Mr.
Campbell as he describes the controls for the New Goblin. Up moves him down
down moves him up. RT is the accelerator and LB is for strafing. The final
movement control is the LT which is used for super speed. A will lock onto a
target, X/Y are light/heavy attacks, and B is for pumpkin bombs. The difficult
part is maneuvering Goblin. I always have trouble with the inverted controls.
All the New Goblin can do is throw bombs at Sandman. He has a choice between
throwing them at his arms or his head. Might as well go with the head. Early
on a push button action sequence can be initiated by pressing the RT button.
The sequence is left stick down, LT, right, left, down, X, left, B. If done
accurately and quickly Goblin will be able to bust open a fire hydrant and 
soak Sandman. Basically all you can do is direct the water at him and hope 
you are not killed by the objects he is throwing. Once he is drenched the 
Goblin is under your control again. All you have to do is over in a circle 
around the big guy constantly throwing bombs at his head. Occasionally, he
will scoop up and object and toss it your general directions but they are 
mostly no where near close to hitting the Goblin. When his health is gone use
RT again to activate the end action sequence. This sequence makes Marko explode
into dust. Goblin is immediately placed in another push button sequence where
he must avoid debris created by the sand storm originating from the Sandman's
destruction. If you fail here (its likely the first attempt) you will be given
another try immediately without having to repeat the battle against Marko.

The fight now returns to Venom and Spider-Man but with each character's HP very
low. This battle is just as before, use the metal poles to create a disturbing
noise then attack the weakened Venom. In fact his health is so low the pipes
probably are not even necessary.  Once the last of his health has been removed
an action sequence is started (Left analog stick up, A, left, A, A, B, LB, X, 
LB, Y, RT). Get it right and Venom is defeated get one wrong or too slow and 
start back from the beginning of the second stage of this fight.

4. Achievements                                                       [ACVM]

1. Police Sergeant (30)
     -Complete all Bank Robbery Missions

2. Police Officer (30)
     -Complete all Crime Spree Missions

3. Police Corporal (30)
     -Complete all Petty Theft Missions

4. Cold Blooded Super Master (30)
     -Complete all Connors Missions

5. Deputy (30)
     -Complete all DeWolfe Missions

6. Frequent Flyer (10)
     -Collect all Skyscraper tokens

7. Splat Master 2007 (20)
     -Splat into the ground 25 times

8. Police Detective (30)
     -Complete 25 random city missions

9. Police Chief (30)
    -Complete all combat tours

10. Punk Rocker (10)
     -Collect all Apocalypse Gang tokens

11. Sweet Tooth (10)
     -Collect all Arsenic Candy tokens

12. Fire Breather (10)
     -Collect all Order of the Dragon Tail tokens

13. Aracnophile (10)
     -Collect all Secret tokens

14. Pied Piper (10)
     -Collect all Subway tokens

15. Hitch Hiker (20)
     -Ride a car or truck for 5 miles

16. Eddie Brock (40)
     -Defeat this nemesis

17. Flint Marko (30)
     -Defeat this nemesis

18. Harry Osborn 
     -Defeat this nemesis

19. Wilson Fisk (30)
     -Defeat this nemesis

20. Aleksei Sytsevich (30)
     -Defeat this nemesis

21. Macdonald Gargan (40)
     -Rescue this adversary

22. Sergie Kravinoff (30)
     -Defeat this nemesis

23. Curtis Connors (30)
     -Defeat this nemesis

24. Luke Carlyle (30)
     -Defeat this nemesis

25. Gold Medal Winner (30)
     -Get Gold on all trick races

26. Silver Finalist (20)
     -Get at least a silver on all trick races

27. Bronze Finalist (20)
     -Get at least Bronze on all trick races

28. Trick Novice (20)
     -Get at least Bronze on all easy trick races

29. Mary Jane Thriller (20)
     -Complete all Mary Jane thrill rides

30. Bomb Squad (20)
     -Get at least Bronze on all bomb tours

31. Mega Tourist (10)
     -Take a photograph from a great height

32. Master Tourist (20)
     -Take a 500 point photograph

33. Shutterbug (20)
     -Complete all Daily Bugle photo missions

34. Web Slinger (20)
     -Web up 25 enemies

35. Fast Swinger (20)
     -Swing at 200 miles per hour

36. Pole Swinger (10)
     -Swing on 50 poles

37. Spider-Man (50)
     -Complete all missions

38. Collateral Damage (10)
     -Destroy 25 objects

39. A Dark Reward (20)

40. Web Swinger (20)
     -Swing a total of 10 miles

41. Master Web Swinger (20)
     -Swing a total of 50 miles

42. Mega Web Swinger (30)
     -Swing a total of 200 miles

43. Intermediate Racer (20)
     -Get at least Bronze on all easy and medium trick races

5. Legalities                                                        [LGLS]

This may be not be reproduced under any circumstances except for personal, 
private use. It may not be placed on any web site or otherwise distributed 
publicly without advance written permission. Use of this guide on any other 
web site or as a part of any public display is strictly prohibited, and a 
violation of copyright.

E-mail: [email protected]
Copyright 2007 Jason Fryer a.k.a oldschool312