Ultimate Spider-Man
Boss/Enemy Guide
Version 1.0






Table of Contents:

I. Introduction.....................................[G001]
II. Changelog.......................................[G002]
III.  Controls......................................[G003]
IV. Enemy Strategies................................[G004]
V. Boss Strategies..................................[G005]
i. Shocker..........................................[SHOK]
ii. Wolverine.......................................[WOLV]
iii. R.H.I.N.O......................................[RHIN]
iv. Venom 1.........................................[VEN1]
v. Electro..........................................[ELEC]
vi. Beetle 1........................................[BEE1]
vii. Silver Sable 1.................................[SAB1]
viii. Green Goblin..................................[GGOB]
ix. Beetle 2........................................[BEE2]
x. Silver Sable 2...................................[SAB2]
xi. Venom 2.........................................[VEN2]
xii. Carnage........................................[CARN]
xiii. Perfect Venom.................................[PVEN]

VI. Credits.........................................[G006]
VII. Contacts.......................................[G007]
                                             









~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Introduction                     [G001]  
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Gleetings, Klatu Verada Niktu. Ok, maybe I spelled Verada wrong, but you
understand the gist. Anyway, as the name probably tells you, this is a guide on
the Bosses and Enemies you will encounter in the game. Now, you are probably
wondering why I wrote this. First, this is my... First Guide written. Why did I
decide to stop leeching and write a guide? Why, itís because I love Ultimate
Spider-Man so darn much! I could probably go on about how good the comics are,
but I rather not divert your attention. And I donít think thatís allowed. Bah.

Ugh, and the copyright stuff. All this is typed up by me, Jeffrey Tam, unless
stated otherwise. If you see this FAQ on something other than GameFAQS, than
itís in copyright infringement and can be sued.



~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Changelog                           [G002]
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Version 1.3 Put another site on the approved list, and fixed some minor typos
and misspellings.


Version 1.2 Added the SHIELD agents in suits and an approved websites
list.


Version 1.1 Fixed some minor mistakes and errors in the FAQ.


Version 1.0 This guide is newly done. I hope you enjoy it, and contact me if you
find a good strategy, or know something I donít. Credit will be given where
creditís due. 








~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Controls                            [G003]
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~


Spider-Man

X: Jump
Circle: Grab 
Square: Punch/Speed Boost (while swinging)
Triangle: Kick/Climb Web (while swinging)
L2: Web
R2: Swing
L2+R2: Web Zip

Venom

X: Jump
Circle: Grab
Square: Claws
Triangle: Tentacle Attack
L2: Absorb
R2: Leap (longer held, more farther)
L2+R2: Tentacle Zip






~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Enemy Guide                          [G004]
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

This is the enemy guide. I will rate them for difficulty, and give you a
strategy for how to beat them. Also, my strategy isnít the best strategy, nor is
it the only one. Try and experiment to find your own ways to beat them down.

=================
Yancy Street Gang
=================

Description: The Yancy Street thugs are just expatriate British people who
randomly do bad stuff. Nothing to it.

Strategy: These guys are really not that tough, some have guns, and some have
machetes, standard material. The only ones you have to look out for are the ones
with flamethrowers. Otherwise, they are still just thugs.
*/*****




=================
High Rollers Gang
=================

Description: The High Rollers are a bunch of rich boys who are wasting their
money on crime. Show them how much of a folly that is.

Strategy: The High Rollers have low hp, as they arenít really thugs as much as
rich pansies. But money does get you nice equipment, and tasers are as such.
The tasers donít hurt much, but temporarily paralyses you. Beware of the magnums
too. The bosses have a stun gun, or something like that. The stun isnít long at
all, a slight disturbance, otherwise he is easy.
*/*****



==============
Die-Caste Gang
==============

Description: The Die-Caste are a bunch of people who illegally ordered
cybernetic implants to make themselves stronger.

Strategy: Thugs again, but the boss is a real doozy. Almost a robot, he fires
blue beams at a rapid rate. Heís still easily taken down, but he makes for a
fancy fight. The lieutenant fights the same way as the boss, but only with
machine gun pellets instead of lasers. Some guys carry magnums or something, as
there will be explosions.
**/*****



============
Mei Hua Bang
============

Description: The Mei Hua Bang are martial artists who hold downtown for their
own.

Strategy: These guys know how to block well, which means itís annoying. They
thugs throw axes instead of shooting, although the lieutenants have a submachine
gun of sorts. The bosses are all girls with long ponytails and wielding two
katanas on each hand. They also can fire these... Fireballs, much akin to the
Green Goblinís.
***/*****




=========
Policemen
=========

Description: The standard policeman. These are the thugs of Venom. They are easy,
all they do is shoot you with pistols.

Strategy: Whack them, throw stuff at them, anything you want. I personally like
to feed on them as they are easy to kill anyway.
*/*****




======================
Mercenary/Shield Agent
======================

Description: The mercenaries work for Silver Sable, while the agents work for
Nick Fury. You will face the mercenaries during story mode, and the agents
during the free-roaming part. They either come in cars, blue laser guns, or
machine guns.

Strategy: The best way to defeat the machine gun toting thugs, and the laser
beam ones are just to whack them with your tentacles. Another method is to use
your claws, which is much faster. The car ones are a toughie, as you canít
attack the agents. So instead, pick up the car and use them as projectiles.
**/*****




==========
Helicopter
==========

Description: Helicopters are THE most annoying things to kill. These things just
follow you around everywhere, wherever you go as they can fly. They will
constantly fire machine gun bullets at you. And they are flying. 

Strategy: These guys are really annoying. As of yet I havenít knocked one out of
the air with air attacks, as that is slow and ineffective. The best bet is to
chuck cars at them. Watch out for their blades, as they will do more damage than
the helicopter itself...
****/*****



==============
Armored SHIELD
==============

Description: These are the final Venom bad guys. They are the shield agents
which fly around in their suits. They will constantly fire blue lasers at you,
and tend to gather in large groups.

Strategy: These guys stay in groups of half a dozen each, so it makes it hard to
take them out. The best way is to camera lock than throw cars at them until they
each fall down like flies. Because of their fast attack and tendency to stick in
groups, I find these the hardest things to kill.
*****/*****




=========
Boomerang
=========

Bio: All Boomerang did in the Ultimate Universe is rob a bank of 2 million bucks,
then fight the Punisher. Too bad the fight was broken up when Spidey came and
webbed them both up. Boomerang tried to bribe Peter, but failed miserably.

Description: Boomerang is the guy in a full body suit that throws... Boomerangs.
He usually steals from armored cars, and seem to pop up more often than Shocker.
He does deal quite a bit of damage, and have high hp to boot. But he is by
himself, making it easy to defeat him.

Strategy: This guy is a bit above Shocker. He can be easily taken down. Jump
around and wail on him, bouncing off walls will do you good. Donít put up a
frontal assault too long, because he can block frontal attacks after a while, so
jump behind and wail him. His boomerangs take out a bracket of life out, so
dodge those to prevent minimal loss. Otherwise, he has no real attack.
**/*****




=======
Shocker
=======

Bio: Herman Shultz was a criminal, who was caught and sent to jail several times.
After he was released again, he built himself a battle suit with vibro units for
himself. These Vibro Units fire powerful sound waves that can shake the area
badly, easily defeating most normal guards and armored cars. He was doing pretty
well until he encountered Spidey in the Learning Curve arc, who promptly broke
his nose than webbed his own vibro units into exploding. Shocker made a comeback
in the Venom arc, only to fight Spidey in the Venom suit, which means he was
knocked out in one punch. Poor guy. After that, he got out of jail again, and
became the second boss of this game. The easiest boss ever.

Description: After being the easiest boss ever even dreamed of, Herman attempts
to steal stuff. Iíve seen him try to steal from an armored car, which is
understandable. I also see him stealing from a hospital and school... He must
really hate buildings that help people. (arguable about school) He does minimal
damage, and the only difference from a regular thug is the rise in hp.

Strategy: Sadly, the ability to web his vibro-units have gone, making him
slightly harder than his boss form. Since you encounter him alone, just punch
and kick him. Show him whose boss. Web him up to get some more hits in, than
when heís done, web him again.
*/*****









~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
Boss Guide                          [G004]
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

This is the Boss section. Itíll be the same as the Enemy section.
.... Yeah, pretty much.




============================
Shocker               [SHOK]
============================
217
Bio: Herman Shultz was a criminal, who was caught and sent to jail several times.
After he was released again, he built himself a battle suit with vibro units for
himself. These Vibro Units fire powerful sound waves that can shake the area
badly, easily defeating most normal guards and armored cars. He was doing pretty
well until he encountered Spidey in the Learning Curve arc, who promptly broke
his nose than webbed his own vibro units into exploding. Shocker made a comeback
in the Venom arc, only to fight Spidey in the Venom suit, which means he was
knocked out in one punch. Poor guy.

Description: Shocker, the once semi-feared opponent in the 616 Universe, now
nothing more than a thug with vibro units. As this boss is a tutorial boss, he
isnít tough at all. You can easily beat this boss without losing any health, but
itís still fun anyway, as heís the first real boss you fight.

Spider-Man: This fight is particularly easy. When he fires his shockwaves, your
spider-sense will pop up. Dodge, and bam, you just nullified his attack. Not
only that you have spider-sense, he even has to charge up.... Not terribly hard
to avoid with all these tell-tale signs. To damage him, just web him while heís
charging up. So what? You can not only dodge his attack, but use it against him?
Yup. It seems this Shocker seems to have forgotten the quilt which protects him
from his own attacks... When heís finished, you can get near him and whack him
into submission. Or just web up his hands... Heíll fall very quickly. Took me 10
seconds...
(Not even worth one star)/*****




============================
Wolverine             [WOLV]
============================

Bio: Wolverine started out as a mercenary for the Brotherhood, Magnetoís thugs.
Than he met the X-Men, and pretty much transferred sides. Due to experiments to
him, his bones were made of adamantium, the hardest metal around. Not only that,
he also forgot his real name, and just calls himself Logan, or his X-Men name,
Wolverine. Wolvy's a pretty tough guy, being able to leap around nimbly and also
having super regenerative powers. He isnít a guy you want to piss off.

Description: And piss him off you did. You dared destroy his motorcycle! Itís a
pity that Logan is a tutorial boss. He could have so much potential. This is a
much tougher boss than Shocker though. Too bad Weapon X couldnít take on Venom.
At least in this game he canít. On to the strategy!

Strategy: It is not too difficult to defeat Wolverine, but donít make too many
mistakes. Wolverine is nimble, much like Spidey is. Also, if you let him stand
there, he WILL regenerate his health. He has, essentially three moves. All of
them combos. He goes in, attacks you several times, than either leaps behind you,
kicks off you, or throws you. Donít try to absorb him, heíll rip you open. There
are thugs around for you to absorb. Take advantage of this. Although you can
claw him, tentacles are the best way to go. After a while of whacking, he will
grab you. Mash L2 and R2 over and over so you can throw him into a dojo. Once
there, repeat your previous strategy, and heíll go down fast.
**/*****




============================
R.H.I.N.O.            [RHIN]
============================

Bio: The R.H.I.N.O is a battle armor created by Alex O'Hirn, a geeky scientist.
At first, it was just a robot, which got itís keister kicked by Iron Man. Alex
OíHirn decided to make it a suit, which he than used for himself. In the 616
Universe, Alex OíHirn was a thug stuck in a Rhino suit which gave him immense
strength. So you can see the huge difference between the 616 and the Ultimate
Universe. And just so you know, R.H.I.N.O stands for Robotism Heuristic
Intelligence Navigable Operative. Whatever that means.

Description: First off, you start with a chase, saving people from electrical
outlines, exploding cars, hanging off the wall.. Then, it gets to the good part,
where you actually fight the huge guy. R.H.I.N.O. has incredible strength, and
extremely powerful armor too. If you try to punch him, your fists will just
clang off his armor. Wish you can use Venom, the symbiote should be able to take
R.H.I.N.O. down to size.

Strategy: First, you encounter R.H.I.N.O. at this construction site. He tries to
lift a gas tank of sorts. Jump on his back by pressing jump than grab. Wail at
him until he stops what heís doing, then jump. He will fall on his back, causing
minor damage if youíre caught underneath it. Then he will start fighting you.
All he does is use what I dubbed, the Megaton Punch. Lure him to the patch of
wet cement, than let him punch the ground. He will be temporarily stuck, so run
to the wrecking ball and trigger it, causing the ball to slam into R.H.I.N.O.'s
back. R.H.I.N.O. will continue to run, and once you catch up, the real fight
begins.

Once you are at the used park lot, prepare to do a lot of jumping. R.H.I.N.O.
has multiple attacks, but when you catch up, he will most likely throw the cars.
Once he uses his Megaton Punch, the panel on his back will be vulnerable. Leap
onto it and start wailing, but jump when he starts to fall backwards or else
heíll make Spider-Man pancakes. Afterwards, heíll get back up. Beware, the panel
on his back has an electric discharge, so you canít jump onto it. Once heís up,
heíll create a shockwave, than lunge at you several times. Just double jump out
of the way. After a few lunges, heíll walk to the middle, and start sending
shockwaves. Jump around, and itíll never hit you. Once he uses his Megaton Punch
again, the discharge will be gone, so continue wailing. Donít get too close, or
heíll step on you, smack you, or grab you. If he grabs you, heíll start mashing
your body against the cement, which is not a pleasant experience. Only get close
when you have to hurt him. After you lower him to two brackets left, he will
start charging you. Stand next to a wall, and he will charge you. When he gets
too close for comfort, double jump away and he will slam into the wall. Make him
slam into two more walls, than heíll become unconscious and vulnerable. This
state doesnít last long, so you better be quick in jumping and wailing him.
Repeat this a few more times, then its over.
****/*****




============================
Venom 1               [VEN1]
============================

Bio: There really is no need for a bio... But still, if you insist. Eddie Brock
Jr was Peter Parkerís best friend when they were young, and when their parents
were still alive. Both Richard Parker and Eddie Brock Sr were working on a cure

for cancer, which was called the Venom Suit. Long story short, Peter took the
suit for a while, realized it was evil, and attempted to destroy it.
Unfortunately, Eddie had a backup copy, which he used. After that, Eddie became
the ever lovable Venom.

Description: Venom has the same move set as the one you use, tentacles and all.
Apparently, being near Venom really hurts Spidey. This is a pretty easy battle,
just donít stay too close, or heíll attempt to absorb you.

Strategy: This is a pretty easy battle, easier than R.H.I.N.O at least. Remember
to jump around a lot, and if you stay too close, your head will hurt and you
canít move. The best strategy is to jump away from him, so he canít use his
powerful claw attacks. When he roars, prepare to jump at him as he will use his
tentacles. Once youíre in front of him, use a punch kick punch kick combo, or
something like that, than leap away. Rinse and repeat, and you will have beaten
him very soon. The only thing to watch out for is when he attempts to absorb you,
mash L2 and R2 until you break free.
***/*****




============================
Electro               [ELEC]
============================

Bio: Max Dillon was an ordinary thug, until he signed a contract with Justin
Hammers, who in turn made his scientists turn Max into Electro, a being of pure
electricity. He worked for the Kingpin until Spidey came, saw, and conquered.
Electro has the ability to control electricity. That means he can travel through
power lines, zap you with the power of 10 000 volts... Electro can very well be
the most deadliest Spidey villain... If not for the fact he has the mentality of
a thug.

Description: After an arduous chase, (which I can finish in 1 try now, after an
hour of grueling losses) you finally get to beat the crap out of this little
yutz. Electroís lightning bolts have a paralyzing affect, so leap outta the way
As with all bosses, donít try to absorb him, or heíll zap his way out of your
stomach. Donít leave him alone, or he will kill Spidey, which is a right only
reserved for you!

Strategy: At the beginning, Electro will be either fire lightning bolts at you,
or just float around. Whip him with your tentacles, but be careful. Once the
charging sound appears, leap out of the way. Donít attack him while charging or
youíll get zapped instead. After an extremely easy fight, Electro powers himself
up to maximum voltage. NOW the fight begins. Before you beat up the punk,
destroy all the lights and billboards around, so Electro canít heal himself.
Find cars, and tap grab quickly to throw the car at Electro, knocking him off
his electrical mayhem. When heís done, tentacle whip him several times. Another
method is to break open a fire hydrant than lure him there, which also causes
him to lose full power. All this is temporarily, as he will become full
electricity again. He has the same attacks as before, only the lightning bolts
come faster. After you knock him to low enough life, heíll start teleporting
from the light posts. Smash these too, than finish him off.
***/*****





============================
Beetle 1              [BEE1]
============================

Bio: Abner Jenkins was a highly gifted mechanic, who instead of using his skills
for the good of mankind, decided to use it to craft a battle suit. That still
might be an ok idea... If he didnít use it to steal and kill. Abner Jenkins
doesnít have a real motive.. He wants money, fame, and glory. He isnít even a
genetic experiment gone wrong, he is just one of the millions of people who want
to be bad. Unluckily, unlike many of those millions of people, this one has
lasers, force field generators and the like.
 
Description: After an exciting high speed chase, you finally get to confront him.
The suit is extremely durable, and gives Abe super strength. He also has laser
beams, force field generators, and a bomb that triggers when youíre within range.
Also, this guy likes to fly around, so heíll be hard to hit.

Strategy: This is a two level place youíre fighting on. Sometimes he swoops on
top, and sometimes he swoops on the bottom. When he comes and attacks, he has
two choices. Either throw a grenade at you, which is easily dodged, or fire
lasers, which are also easily dodge. Double jump and air attack him. Donít get
too close for too long, or he will use a force field attack which is similar to
Electroís, only it hits sideways. After a while, he just escapes.
***/*****





============================
Silver Sable 1        [SAB1]
============================

Bio: Silver Sable is new in the Ultimate Universe, so there isnít really much
about her. All we know is she has a mercenary band that is working as muscle for
Trask.

Description: She grappled you, shot you through the head and escaped from your
feast. This is one tough chick. Sable is well trained in all martial arts, and
it is easily shown in the following fight.

Strategy: This battle is easy enough. She has several moves. She can combo kick
you, kick off you, jump kick or shoot you. Her gun has two modes, rapid fire and
a charge blast. She uses the charge blast once you lower her health a bit. Donít
get to near her when she jumps, because she knocks you down when she does. If
youíre low on health, hop to one end of the street. When she is there, leap to
the other end. Sableís mode of transportations are short jumps, much like your
own, so you can feed on innocent pedestrians while she slowly leaps at you. To
fight her, just whip her with tentacles, claw her, or chuck cars at her. Donít
try to grab or eat, as she will dodge and break free, respectively. When sheís
knocked down, sheíll do a leg sweep thatíll hit you if youíre too close.
Once sheís up, proceed to beat the crap out of her again. This is a relatively
easy match, nothing too difficult.
**/*****





============================
Green Goblin          [GGOB]
============================

Bio: Norman Osborn is the owner of Oscorp, a company designated to replicate the
Super Soldier formula that created Captain America. They designed the Oz Formula,
and injected it into a spider. The same spider which bit Peter and created
Spider-Man. Osborn decided to control the Ox formula, and attempted an
experiment on himself. But alas, it backfired, creating the giant hulking
Hulklike monster, the Green Goblin. Gobby has been caught by SHIELD twice
(thanks to Spidey) but due to certain... Bug problems, heís freed again.

Description: Heís big, green, and on fire. If you attack him while heís on fire,
heíll burn you. This battle is very old-schoolish, where you have to dodge his
attack until he gets vulnerable. Be prepared to do a lot of jumping because
those fireballs travel fast. Another method is to jump forward than back, but
only when heís firing one fireball.


Strategy: The first part of the battle begins in the street. He will throw
fireballs at you, one at a time, easily dodged. If you get too close, heíll
either punch your or back slap you. Soon, he will roar, and fire two fireballs
in quick succession. Doing so would make burnt out, take this time to whack at
him. When heís on fire again, run. He will also leap at you, so prepare to die a
lot of double jumping. After a while, he will grab you by your leg than slam you
into a room. In there, he wonít throw as many fireballs, but instead start
jumping around. After three consecutive jumps, he will jump really high, than
slam down. When he does so, leap as far as possible, as he creates a ring of
fire. Once heís done that, he will be tired again. Go in and smack him, then run
before heís on fire again. If youíre too close, heíll either grab and throw you,
which does no damage, or get you in a bear hug, leap to the top, toss you to the
ground than slam you with his feet. Talk about major ow. Doing the combat tours
will help, as they increase your maximum health. More health to withstand
fireballs with.
****/*****




============================
Beetle 2              [BEE2]
============================

Bio: Abner Jenkins was a highly gifted mechanic, who instead of using his skills
for the good of mankind, decided to use it to craft a battle suit. That still
might be an ok idea... If he didnít use it to steal and kill. Abner Jenkins
doesnít have a real motive.. He wants money, fame, and glory. He isnít even a
genetic experiment gone wrong, he is just one of the millions of people who want
to be bad. Unluckily, unlike many of those millions of people, this one has
lasers, force field generators and the like. After unleashing the Green Goblin,
taking a sample of the Sandman (which you will NOT fight) and escaping Spidey
after a battle, he attempts to take a sample from Venom.

Description: This battle is in a small warehouse, so Beetle is deadlier than
ever. He is as agile as before, and deals quite a lot of damage. But still, no
boss is too tough for Venom.

Strategy: He will start off flying around, throwing grenades or firing laser
beams. He can also fire double pulse lasers. After a while, he will charge his
force field, which you can easily jump over. After that, heíll unsheathe his
laser swords. Stand in the middle, and when he rushes at you, whack him with
your tentacles. Actually, this battle is pretty simple, just keep whacking him
with your tentacles. Soon after that, heíll create a forcefield around the
middle. This is phase two of the battle. He will fly to one of the four corners,
set down, than use a widespread laser. How do you counter it? When you see him
about to land, leap to the very corner. You should stop at the forcefield and
slide down. Turn around, and whip Beetle. Remember to stay out of the pits.
After a while, he will stop doing that. Time for phase 3. He will do one of
three things. Either use his laser swords, which you can knock him out of with
your tentacles. Charge his forcefield, just leap out of the way. And finally,
the Quadlaser beam attack. This you can knock out of with your tentacles, or
jump behind for claw attacks, which deal more damage. A relatively easy battle,
except for the Quadlaser.
***/*****






============================
Silver Sable 2        [SAB2]
============================

Bio: Silver Sable is new in the Ultimate Universe, so there isnít really much
about her. All we know is she has a mercenary band that is working as muscle for
Trask. With her mercenary band, she tried to take down Venom, but as you WERE
Venom, she failed. Now, she is trying to take out Peter too.

Description: This is a difficult battle, Sable is an expert martial artist with
a gun. Youíre Spidey without webs. Beware of her tranquilizer gun, it can kill
you if youíre not careful. I found the best and most cheap method is to
constantly jump kick her... Itís quite annoying that she can block a lot of
attacks. It is also best to be warned, youíre fighting on a bridge. If you fall
in the water you lose automatically.

Strategy: First, take out the two thugs, they will be nothing but trouble if
they are still alive. She can leap as far as you, and can block all your attacks
if you stand there and hit her. Her tranquilizer dart saps your life, so you
canít take much of it. If you both kick at the same time, her kick will surpass
yours. You just canít engage her in hand to hand combat. Donít run too far
either, or sheíll shoot. But as long as you bounce off the walls and jump around,
taking cheap shots every now and then, you will prevail. Also, her leap will
hurt you if she connects. After you lower her life to a certain level, she will
call 4 more mercenaries to help her. Take them out quickly, than go back to the
big fish. If she stands near the rim, double jump behind a wall so she will leap
out. Fighting her on the ledge isnít wise. This is not an easy battle at all,
just because she can block so well.
****/*****



============================
Venom 2               [VEN2]
============================

Bio: After the battle with Spidey, Venom was captured by Trask, the company
which stole the Suit from Eddie and Peterís parents. Venom was released on a
test run against Electro, which he defeated only to be foiled by S.H.I.E.L.D.
Eddie Brock was brought out to find Peter Parker, but he went Venom and defeated.
Silver Sable and her mercenaries. After a grueling escape, he bumped into Beetle,
who seemed to want a sample of the suit. Well, Venom didnít take that well and
busted up good olí Abe. Now, heís apparently had a lust for silver hotties.
(just joking)

Description: Despite Sable shooting you with tranquilizer darts every other
minute, you, being Spidey with a heart of gold decided to save her from the
crazy Venom. Be careful, staying near Venom can still give you a headache,
giving the foul field time to feed on you.

Strategy: There are two objectives in this battle. Defeat Venom, and protect
Sable. This is a very easy battle. Just stay away. He will do a three tentacle
combo, than roar. When he is roaring, leap in, do a 5 hit alternating combo,
than leap out. He will occasionally throw cars at you. Otherwise, he is very
very easy. Just jump in when he roars, hit him 5 times, than leap back out. This
is an easy battle after defeating Sable.
**/***** 





============================
Carnage               [CARN]
============================

Bio: There are now apparently two Carnages in the Ultimate Universe. The first
Carnage was created by Dr.Connors. Dr.Connors realized that Peterís DNA had a
fast regenerative function. With Peterís permission, Connors mixed the Spidey
DNA and Connorís DNA (Curt Connor is also known as the Lizard) to create a sort
of baby. That baby broke out of its tube, and started absorbing life essences.
It slowly evolved, and had Peterís memories in it. With that, he started heading
to Peterís house. When he arrived, he found the poor innocent Gwen and.... He
absorbed her essence, killing her. The last thing Gwen saw was Carnage... With
Peterís face. When Peter got home, he met Connors, who was extremely sorry that
such a thing happened. At that moment, Carnage returned. Peter sent Connors to
find a way to combat the thing as Peter went after the clone. Slowly, Carnage
turned to resemble Richard Parker, Peterís dad. When the kid realized that, he
threw Carnage into a smokestack, effectively killing it.

Description: Carnage is very small and agile, and has quite a bit of range. He
has a good clearing ability, like Electro and Beetle. He may be a bit hard to
hit, but itíll be easy enough. Beware, Carnage can feed on people too. If you
leave him alone, heíll be back to full life.

Strategy: You start off in a small room against Carnage. Carnage is pretty puny,
so just smack him around with your claws and tentacles. All he has to attack
with is a few smacks with his claws. After you hit him a bit, his tentacles will
fly up and he screeches. Thatís your signal to jump away, as he will spin around
with his tentacles lashing out. He will also jump at you a lot. When he does,
all his tentacles will extend and lash at you. He can also zip to you and do the
same moves Spidey has. Another of his attacks is to dart around, stunning you
with each minor blow. After a while, he will squeeze through the door, and you
have to open the door. Be warned, he will feast on the people there, so most
likely heíll be almost back at full health. When you finally engage him in a
room with cops, he will have a few new moves. One move to watch out for are his
grabs. He has a long range grab that he utilizes to smack you against the ground.
After a while, he will go to yet another room. He will heal there, and although
it may be smart to stop him, you can feed on the people in this room. Heal up,
than go through. Now, he has yet another move, or moves. He has long ranged
tentacles, much akin to your own. After you injure him a bit yet again, he will
gain the new ability to heal himself. If you leave him alone, he will heal about
2 brackets per try. Stop him before he does. Do not worry about health that much,
security guards will enter constantly for you to feed on. These guards are also
unkillable by tentacles or claws... Suspicious... After an extremely long battle,
you win.
****/*****




============================
Perfect Venom         [PVEN]
============================

Bio: After absorbing Carnage, than tossing Peter out, Venom has finally attained
perfection. That means the he can actually talk now, and also has his trademark
white spider logo on his chest and back. Totally wicked. Now he is trying to
kill Bolivar Trask, and youíre trying to protect him.

Description: If Venom trashes the helicopter, you lose. Do not stay to near the
helicopter, because if you jump and hit the blades, major ow. This is the last
boss battle, so he will be difficult to beat. As the battle progresses, more
fire will ignite. You have been warned.

Strategy: Venom will be concentrating on the helicopter foremost. Run in, do a 5
hit alternating combo, than dodge out. Donít jump out, because there is a chance
youíd hit the Helicopterís blades. After he jumps after you, be prepared to
dodge a lot. He will roar, than use his tentacles. This is difficult, as you can
only hit him when he roars. But after he roars he immediately uses his tentacles.
So you gotta be quick. If he knocks you far away, he will concentrate on the
helicopter again. Run in and hit him 5 times to distract him once more. A good
strategy is to jump far away from him so he goes back to the helicopter, and
than you run in for a 5 hit combo. But if you let him do this too much, he might
destroy the helicopter and youíd lose. A strategy that I found very easy was...
Just stay there and wail on him. If youíd done the combat tours, youíll have
enough hp to tank Venom. Relatively easy for a final boss fight..
****/*****














=======
Credits
=======

Brian Michael Bendis - For creating the Ultimate Spider-Man titles
GameFAQS - For posting this FAQ, and for being a viable resource for games in
the last 6 years of my life
www.ultimatespidermangame.com - For giving me some background information.



========
Contacts
========

Copyright 2005 Jeffrey Tam

Contact me by:

shadowlordofdragons@yahoo.ca (Donít laugh, I made it during grade 5)
MSN: jeffreywhtam@hotmail.com
AIM: DragitronX
YAHOO: Ancienti_Dragonus@yahoo.com

If you email me, please keep it civil, and put the name Ultimate Spider-Man on
it, or Iíll assume itís junk and remove it.

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