____ ___.__   __  .__                __          
|    |   \  |_/  |_|__| _____ _____ _/  |_  ____  
|    |   /  |\   __\  |/     \\__  \\   __\/ __ \ 
|    |  /|  |_|  | |  |  Y Y  \/ __ \|  | \  ___/ 
|______/ |____/__| |__|__|_|  (____  /__|  \___  >
                            \/     \/          \/ 
  _________      .__    .___                        _____                 
 /   _____/_____ |__| __| _/___________            /     \ _____    ____  
 \_____  \\____ \|  |/ __ |/ __ \_  __ \  ______  /  \ /  \\__  \  /    \ 
 /        \  |_> >  / /_/ \  ___/|  | \/ /_____/ /    Y    \/ __ \|   |  \
/_______  /   __/|__\____ |\___  >__|            \____|__  (____  /___|  /
        \/|__|           \/    \/                        \/     \/     \/ 

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Game     : Ultimate Spider-Man
Platform : PC
Author   : a_heavenly_body
Version  : Final
FAQ Type : FAQ/Walkthrough
E-Mail   : a.heavenly.body@gmail.com

Copyright 2005 a_heavenly_body

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1-Introduction
2-Copyright Notice
3-Version History
4-System Requirements
5-Controls
 I.Spider-Man Controls
 II.Venom Controls
6-Meters
7-The Story So Far....
8-Web Swinging Techniques
9-City Events
10-Walkthrough
11-Unlockables
12-User Submitted Hints/Tips
13-My Review Of The Game
14-FAQ
15-Contact
16-Credit

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1-Introduction

Hello and welcome to my Full FAQ/Walkthrough for Ultimate Spider-Man. As you
already know, this game has been made according to the ultimate universe and
you will notice many differences in the story-line if you have not read the
ultimate spider-man comics. The game itself is pretty good but not without
its share of flaws. I hope you enjoy the game as well as my FAQ.

Plese note that although this FAQ is for the PC version of the game, 95% of
the FAQ will be applicable to the console versions as well.

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2-Copyright Notice

This document is copyright 2005 a_heavenly_body. It cant be altered reproduced
or published under any circumstances without my permission. The only websites
currently allowed to host it are
http://www.gameFAQs.com/
http://www.faqs.ign.com/
http://www.cheatcc.com/
That's it. If I find it on any other website without my permission then the
web master will be in one heck of a trouble, as I will immediately take legal
action. If you spot it on an un-authorized website inform me via e-mail as
soon as you can (see contacts section). If you want it on your website then me
an e-mail asking permission and we will discuss things (see contacts section)

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3-Version History

09 October 2005...version 0.1...I have completed most of the side sections as
well as some early levels. Many updates to come.

10 October 2005...version 0.2...completed all character bio-graphies. Wrote
some more walkthrough.

11 October 2005....version 0.3...Wrote more walkthrough. Almost done.

12 October 2005...version 1.0...First complete version of the FAQ. I am open
for suggestions and comments.

13 October 2005...version 1.1...Added my review at the end. Cheatcc is now
allowed to host my FAQ.

14 October 2005....FINAL.

18 October 2005...Whoops! forget mary jane. Covered her in this update.

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4-System Requirements

I.Minimum Requirements

3D hardware accelerator card required - 100% DirectX(R) 9.0c-compliant 64 MB
video card and drivers* 
Microsoft(R) Windows(R) 2000/XP 
Pentium(R) III 1.2 GHz or Athlon(TM) 1.2 GHz or higher processor 
256 MB of RAM 
3500 MB of uncompressed hard disk space (plus 400 MB for the Windows(R)
swap file) 
A 100% Windows(R) 2000/XP - compatible computer system including: 
DirectX(R) 9.0c (Included)         
100% DirectX(R) 9.0c-compliant true 16-bit sound card and drivers 
100% Windows(R) 2000/XP - compatible mouse, keyboard and drivers 
100% Windows(R) 2000/XP - compatible quad speed CD-ROM drive (600 K/sec
sustained transfer rate) and drivers 

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II.Recommended Requirements

Directx 9.0c compliant 128 Mb Video Card and Drivers
Microsoft(R) Windows(R) 2000/XP 
Pentium(R) IV 2.0 GHz or Athlon(TM) 2.0 GHz or higher processor
512 Mb of RAM
4 Gb of Hard Disk Space
A 100% Windows(R) 2000/XP - compatible computer system including: 
DirectX(R) 9.0c (Included)         
100% DirectX(R) 9.0c-compliant true 16-bit sound card and drivers 
100% Windows(R) 2000/XP - compatible mouse, keyboard and drivers 
100% Windows(R) 2000/XP - compatible quad speed CD-ROM drive (600 K/sec
sustained transfer rate) and drivers 

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III.My System

Intel Pentium 4 3.0 Ghz Processor
Geforce Fx5200 128 Mb Video Card
Directx 9.0c
Microsoft Windows XP
512 Mb Ram
80 Gb Hard Disk
32x Dvd Rom
100% DirectX(R) 9.0c-compliant true 16-bit sound card and drivers 
100% Windows(R) 2000/XP - compatible mouse, keyboard and drivers 

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5-Contrtols

Note: These are the default controls and should be changed according to your
comfort.

I.Spider-Man

W....Move Forward
S...Move Backwards
A...Move Left
D...Move Right
Space Bar...Jump
Space Bar + Space Bar...Double Jump
F...Wall Crawl/Grab/Combat Throw
Q...Punch/Speed Boost (while swinging)
E...Kick/Climb Wall (while swinging)
Right Mouse Button...Web Swing
Left Mouse Button...Web Attack
Left + Right Mouse Buttons....Web-Zip (must be pressed at the same time)
Esc Button....Pause Menu

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II.Venom

W....Move Forward
S...Move Backwards
A...Move Left
D...Move Right
Space Bar...Jump
Space Bar (HELD)...Double Jump
F...Wall Crawl/Grab/Combat Throw/Throw Object
Q...Claw Attack
E...Tentacle Attack
Right Mouse Button...Locomotion Jump (the longer you hold, higher the jump)
Left Mouse Button...Feed
Left + Right Mouse Buttons....Tentacle-Zip (must be pressed at the same time)
Esc Button....Pause Menu

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6-Meters

These meters are present in the top right corner oor top left corner of the
screen.

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I.Race Meter

This meter shows up when you are racing some one. There are two meters, one
has a picture of spider-man and the other of the person you are racing. The
further each picture is from the other, the more far apart they are from
each other.

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II.Chase Meter

This meter shows up when you are chasing some one. A single meter has two
pictures on it, one of spider-man and the other of the villian you are chasing.
The distance between the two pictures shows how far apart you are from the
villian.

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III.Threat Assessment Meter

This round meter will show you the amount of time left for you to stop the
threat.

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IV.Strength Test Meter

This mutli-coloured metre will be shown when you have to do a task innvolving
your strenth. You have to press the web swing and web attack buttons
periodically in order to keep the pointer in the green area for some time to
succeed.

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V.Health Meter

This meter will show you the amount of health left before you die. It is in
the top left corner of the screen.

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VI.Boss Health Meter

This meter will show you the amount of health left before the boss dies. It is
in the middle of the screen.

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7-The Story So Far...

(Taken from The Manual)

The Venom suit was designed by doctors Richard Parker and Edward Brock in an
attempt to develop a cure for cancer.

Recently, their sons Peter Parker and Eddie Brock, Jr. discovered the final
remaining sample of the Venom suit-and unleashed the nightmare of Venom.

When Eddie and the Venom suit vanished in a flash of electricity, Peter
learned one fundamental rule of super hero buisness: "If there's no corpse-the
guy's alive."

Now,three months later, Peter Parker continues his double life as both High
school student and Spider-Man. Unbeknownst to Peter, Venom is terrorizing the
streets of New York once again.

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8-Web Swinging Techniques

Ok, the first thing that you should do is changing the controls. The default
controls are very confusing and very difficult to master. The default controls
are as follows:

Web Swinging....Left Mouse Button
Web Attack...Right Mouse Button
Web Zip...Left Mouse + Right Mouse (at the same time)
Jump...Space Bar
Double Jump...Space Bar + Space Bar
Up....W
Down...S
Left...A
Right...D

Like I stated earlier, these controls are very difficult to master. You should
change your controls to these buttons:

Web Swinging....Left Ctrl Button
Web Attack....Left SHIFT Button
Web Zip...Left Ctrl + Left SHIFT (at the same time)
Jump...Space Bar
Double Jump...Space Bar + Space Bar
Up....Up button
Down...Down Button
Left...Left Button
Right...Right Button

Please note that these controls are best used for web swinging and may mess up
your combat controls. Remember to change controls when you fight.

I.Getting a Good Start

The most important thing while web swinging is getting a good start. If you
are standing on the road then the best way to get some height is to press and
hold space bar and then press space bar again. Now press the left Ctrl button
at the maximum height. You will get a decent height most of the time. If you
are standing on top of a roof, then look for a nearby tall building and double
jump towards it. Press Left Ctrl button when you are midway in the jump. If
there is no tall building nearby then web zipping might be a good idea to get
some height.

II.The First Swing also Determines the Last

After getting some height, your first swing is the most important one. Do it
cleanly and you will end up web swinging smoothly, do it rough and you may
have to restart. The best time to press the left Ctrl button is determined by
the player himself. I found the best time to press the web swing button at
some distance away from the building. After you shoot out a web, keep the left
Ctrl button pressed, don't let go of it. REMEMBER that the navigation controls
help you a lot. Use them to aim away from the building. When you reach the
top of your swing, press jump and then jump again to gain some more height and
swing towards the nearest building. Keep repeating and you will steadily gain
height and speed.

III.Maintaining Height and Speed

Remember that your web zipping ability is NOT useless. In fact, it is necessary
for you to master it in order to swing smoothly. The city is made up of tall as
well as small buildings and they are randomly placed. Trying to web swing on a
small building is completely useless. ALWAYS be prepared to web zip if you see
a small building up ahead. The best time to press the web zip buttons is when
you are falling down and you are almost at the same level of the roof of the
building. The web zipping ability not only maintains your momentum but also
gives you some height as well. You can also use your web zipping ability to
reach for the nearest building when you unexpectedly encounter an empty garden
etc.

IV.Speedy But Risky Swinging

I found this technique useful at times when I wanted to web swing quickly after
falling to ground level but did not have the time to gain height and speed.
Basically all you do is press double jump to gain some height and then keep
pressing the web swinging button again and again while maintaining a rough
control on the navigation. This method will some times give you enough time
to cover up in a race for example. However, be vary that this technique is
NOT useful at all times. Its up to the player to determine which time is the
best to use it according to the surroundings. Generally, you should use this
technique if tall buildings are nearby. Try to avoid the ground level obstacles
like bill boards and poles etc when applying this technique.

V.Jumping to Switch Routes

There will be many times when you have to change routes. For example, you are
swinging smoothly in a straight line and all of a sudden you have to swing
left. Instead of aiming the swing towards the left, it's best to press double
jump and use the navigation controls to aim left and then web swing in that
direction. Remember to web zip in case there are small buildings that way.
Be careful about the poles, bill boards etc you may encounter.

VI.What if I get Hit?

While web swinging, if your swing ends up straight into a bill board then
instead of falling to the ground and restarting, it's best to keep the left
Ctrl button pressed and double jump. Use your navigation controls to aim for
the center of the road and press the web swing button again.

VII.Final Word

The web swinging in this game is a little hard compared to the previous game.
I would advise you to spend at least one-two hours practicing web swinging
before getting along with the game.

VIII.PC/Console Differences

Although I am sure there must be some differences, the basic hints/tips still
apply to the console versions as well. Since I DONT have the console version,
I cannot help you with it. But you can still send me strategies about the
console versions along side the PC version, I will readily accept them as
long as they make sense.

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9-City Events

These are the missions which are not connected to the main missions but are
necessary to do in order to progress the game. Most of these missions show up
as a red dot on the in-game map. The races are shown as a purple dot.

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1.Injured People

Every now and then you will encounter injured people. Go near them and press F
to pick them up. Now swing them over to the hospistal in time.

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2.Hanging People

At times you will have to help people who are hanging from a building top.
Crawl near the person in time, pick him up and put him down safely.

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3.People Being Mugged

Every now and then you will encounter a person being mugged. Just take out
all the attackers and return whatever they were trying to steal.

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4.Police Need Help

The police are being fired upon, land down and take out all attackers.

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5.Burglary

This will be a group of people (4 at least) trying to rob some thing. Take
them all out via the usual methods.

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6.Someone's Robbing an Armored Car

Same as a burglary, except this time they are trying there luck on an armored
car. Take them out via the usual methods.

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7.Gangsters at War

This will be opposite gang members battling each other. Mop up any survivor.

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8.Car Chases

The criminal's are escaping in a car. Land on it and keep beating it they
come out. Watch out for the bullets. Take them out when they exit the vehicle.

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9.Car Driver gone Nuts

Some driver goes crazy and begins to drive like an idiot. Try to calm him
down, BY BEATING his car.

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10.Shocker and Boomerang

You will encounter shocker and boomerang some times. Both are very easy to
defeat. They are not bosses. Consider them as thugs with some crazy equipment.

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11.Combat Tours

These are tours around the different gang territories beating up various
gang members. You usually have to fight at least 4 groups of gangsters at
different places before the combat tour ends. They are shown as purple dots on
the map. The purple HALO has a fist drawn inside it. They increase your health
with each successfull tour.

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12.Trick Races

These are races pointed by purple dots on your map. The purple HALO has a
sprinter drawn inside it. I recommend you to try these races as the more you
try, the more skilled you will become at web swinging.

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13.Human Torch Races

You have to complete five trick races to be able to challenge the human torch.
He will be at the Baxter Building. Each race is harder then the previous one
but you get a web swing speed upgrade with each succesfull race, so you might
wanna try these.

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14.Tokens

Well these are not city events but its best if you find them outside the
story missions. Collecting these tokens unlocks various rewards. There are
secret tokens, land scape tokens and comic cover tokens. All three have their
own rewards and should be done if you have free time.

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10-Walkthrough

Remember that although this FAQ was written for the PC version, it can still
be used for the console versions.

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I.Boss Fight: Venom

You start the game with a boss fight against Venom. This is very easy boss
fight. Just go near him, puch/kick and jump away. Remember to double jump
when your spider-sense warns you. You will get a message to lead him out of
the football field, do it and the battle will shift to the streets.

Here Venom will try to absorb you. Rapidly press the web attack and web swing
buttons to break free. Repeat the previous tactics about attacking him while
avoiding the electricity surging out of the damaged wires. Keep attacking
him until a cut-scene starts.

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II.Time For A Workout

You get control of Peter again. You have to follow the path to his home. You
cannot web swing right now since you DONT have your web shooters. Jump all
the way to his home for a cut-scene. Now you have to web swing to a the
location where Mary Jane is i-e an abandoned warehouse. Cut-scene. Now you
get to fight the Shocker.

Boss Fight: Shocker

This is a very easy battle. You cannot even call it a boss battle. Just use
your web attack to web up his shock units (on his wrists) and he will end up
shocking himself.

You now have to new marker. Swing your way to it. Help the lady by taking out
the thugs. You now have another location to go to. Swing your way to it for a
cut-scene with the Human Torch. You now have to race him. This is a pretty
easy race. If you can't swing properly then read my section on Web Swinging
techniques for more information. Remember to web zip where required. Win
the race to get swing speed upgrade 2.

If a green dot comes on the map, you have completed all goals and can now
progress the story, if that's the case then swing towards the green dot. If you
don't see any dot then some thing is left. Check the city events menu in the
pause menu to see what you are missing and complete it. Anyhow, get to green
marker for a cut-scene.

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III.Venom

You get control of venom. Follow the onscreen instructions about controlling
venom. Use the locomotion jump to get around. When you get to thugs, the
best attack against them would be the tentacles. Take them out and proceed you
see a kid with a baloon. You are introduced to the feeding system. Absorb
the kid and follow the marker until you get a message to throw a motor cycle.
Do it for a cut-scene.

Boss Fight: Wolverine

This fight can be slightly difficult. You probably already know that Wolverine
is an expert in close quarter combats, so DONT go near him to attack. Instead
keep using your tentacle attack on him all the time. Remember to feed on the
nearby humans if you run low on health. DONT even think about feeding on
wolverine since he will claw out of you. Very soon a small mini-game will
start. If you win, you will throw wolverine through a wall. If you lose he will
throw you through a wall. Whatever happens, the fight shifts to a dojo. Just
keep using your tentacle attack on wolverine until you win.

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IV.Enter R.H.I.N.O

Complete any city goals you have to progress the story.

Watch the cut-scene. Swing through the marker to see an injured man. Grab him
and drop him near the ambulance behind you. Now you have to save the owner of
the store. Go near him and press the Grab button to start a mini-game. You have
to keep the pointer in the green section. Win the mini-game and go after the
guys who were robing him. Take them out. Continue to swing forward and you will
see a women trapped under a car. Help her by winning the mini-game and then
pick her upand drop her near the ambulance. Now have to take the car out of
the subway. Win the mini-game to do so and swing forward for a cut-scene.

You have to chase after R.H.I.N.O. He is not that hard, keep an eye on the
meter. He will throw a car into a building. Save the man who is hanging by
crawling near him and grabbing him. Drop him near the ambulance and swing
forward. You will have to help the police beat up the thugs on the way.
Continue for a cut-scene.

Boss Fight: R.H.I.N.O

The boss fight has two parts. The first part takes place near the construction
site. You see him trying to lift a feul tank type of thing. You can let him do
that. You only have a couple of seconds. You have to get on his back. Press
jump and then the grab button to get on his back. Punch him a couple of times
and jump off. Run towards the wet cement and stand on it. Wait for him to do
his punch and jump away. He will be stuck. Now near the crane and press the
F button (grab) for a cut-scene.

You have to chase after him. He will be in a parking lot. You have to jump a
lot to so be prepared. He will send out shock waves along side throwing cars
at you. Jump away from all of them. Very soon you will get a notification
telling you that it's safe to get on his back. Carefully jump and get on his
back. Land 5 punches and jump away. If you stay on it too long, he will damage
you when he falls on his back. After he falls on his back he will do a series
of attacks. He will give off a mega shock wave. After that he will charge at
you and do two mega punches followed by normal shock waves. Dont try to get on
his back until you get a notification saying it's safe to do so. Repeat the
previous strategy. When only 3 brackets of his life are left, he will begin
to charge at you all the time. Guide him towards a wall and jump out of the
way. Keep repeating until he falls down. Attack him till his life-bar ends
completely for a cut-scene.

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V.Venom Again

You get control of venom again. This time silver sable is after you. Well not
exactly her, but her small army. In this mission you have to just run around
the city taking care of her mercenaries. Just use your locomotion jump and
tentacle zips to follow the arrow. You have to take out almost 10 groups of
mercenaries at different parts of the city. The best attack against them is
feeding on them. Yes, ignore everything else and just feed, feed and feed. This
way your health will stay up as well. But if the going gets a little too tough
then throwing a car is a very good alternative. Just keep feeding and going
for the next batch of mercenaries until a cut-scene starts.

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VI.Spider Vs Alien

Complete any city goals you have before continuing.

Watch the cut-scene.

Boss Fight: Venom

This fight is pretty easy if you know what you are doing. DONT stay too close
to venom otherwise you suffer from a headache and you are left vulnerable for
a small period of time. Venom makes maximum use of that time. Plus if you
stay near him for too long, he will try to absorb you. Win the mini-game to
get out if thats the case. All you do is use aerial attacks. Press Double jump
and then press the kick button twice and spidey will automatically do a double
kick on Venom, back off after that and keep repeating this strategy until you
win the fight. Cut-scene.

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VII.Ewww, whats that?

Complete all city goals to proceed the story.

Swing all the way home for a cut-scene.

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VIII.Enter Electro

Complete all city goals to proceed.

You have to chase after Electro. Watch out at the start off the race as he will
give off a small electric charge. Jump to avoid it. During the race he will
give off massive electric discharges. This is a huge ball of electricity which
will not only damage you but throw you back. Normally when he is hovering at a
particular place he is about to give off the huge electric charge so get as
far away as possible. Keep using you super locomotion jump to scale buildings
in one jump. Keep up with him. When he says "Going Up", he will go a 200 feet
above, when he says "Reaching top floor" he is descending. Follow his path and
be vary of his sudden path changes. This chase can be a little tough but you
should be able to get it done within 8-9 retries.

Boss Fight: Electro

This fight is divided into two parts. In the first part Electro is very easy.
He has only three attacks right now. His first attack will be the usual bolt
of electricity which is easy to dodge and does minor damage. His second attack
is his massive electric discharge. Jump away when you see him recharging. His
third attack is not on you but on spider-man. If you stray too far, he will
begin to fry spider-man which is bad as he is yours. In this first phase just
keep wacking him being vary of his occasional attack until a cut-scene starts
in which he absorbs a lot of energy and turns blue. This part is a little
tough. The first thing you should do is take out as many electrical bill boards
as you can. Either throw cars at them or jump and punch into them. Be vary if
you stray too far he might begin to fry spider-man.

After you have taken care of all the signs, start throwing cars at him. He will
dodge a couple but will get hit eventually. He usually dodges the first 3 or 4
and gets hit by the next. Now he is temporarily vulnerable (2 seconds), either
throw a car at him or punch him. He will turn blue again. Keep repeating this
and if you took down most of the electrical signs, he WONT have anything to
recharge with and you can continue attacking him. Keep at it till he falls.

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IX.Weird Suits are the Latest Fashion

Complete all city goals you have.

Watch the cut-scene. You have to chase beetle. This chase is easier then the
chase against Electro. Swing after him and very soon you will see a cut-scene
in which he damages the tunnel and two people are caught under it. Swing to
them and take them to the ambulance a little behind you one by one. They are
two of them. Intead of going through the tunnel, swing over it and and follow
the path swinging from the buildings towards the Queensborough Bridge and swing
all the way under it to the other side and resume the chase. Tail him and you
will see another cut-scene in which he flies through a window setting the
interior on fire. You need to save that women so swing over to her, grab
her and drop her near the ambulance. Resume the chase. He will try to block
your path by throwing some type of barriers in your way. Either swing over or
web zip them and continue the chase until a cut-scene starts. He damages a
car and three people are stuck in it. Free all three people in the car and
continue the chase avoiding his obstacles until a cut-scene starts. You have
to chase him again. Avoid all obstacles and keep at it until the chase ends.

Boss Fight: The Beetle

This is a pretty easy boss fight. You have two floors to place the fight on.
Both floors are okay for the battle. He has four attacks. He will fire laser
beam at you, which is easy to dodge. He will throw a type of laser grenade
which is a little tough to avoid. He will swoop down at you from mid-air, this
is easy to avoid. And he has a massive laser attack similar to Electro's
massive electric discharge although this one is easy to avoid. All you have to
do is wait for him swoop at you, dodge, press double jump and then press the
kick button twice to attack him and then jump away. That's it. Keep repeating
this and you will be done with him in no time. When he left is with only 1/3 of
his health, he just dissapears.

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X.Big Mistake

Complete any city goals you have.

Boss Fight: Silver Sable

Venom goes out of control and you know have to fight silver sable. She is very
easy. She may have plently of agility and training but she is still a human
and weak. Just use your tentacle attack on her most of time jumping away when
she takes out her gun. You should only need to feed on one human through out
the fight. Just keep attacking her, you can also throw cars at her for extra
damage. Take her down for a cut-scene.

You know have to escape Silver Sable's men. This is four phase escape. In the
first part its just her men. Keep feeding on them. Dont attack them. Just feed
and feed until you get a message to make a run for it. Jump and jump and jump
all the way to the green marker for a cut-scene. Now helicopters join the
chase. You have to feed/take out atleast 10-15 more of Silver Sable's men while
the helicopter attacks you. Just keep feeding and jumping until you get a
message to make a run for it. Again ignore everything and jump and jump all
the way to the green marker for a cut-scene. One chopper down...more to go.
In this phase feed/take out another 10-15 of her men while avoiding the chopper
and then make a run for the green marker. This is the last phase. Jump down
some more of her men and run for the green marker for a cut-scene.

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XI.Listen To Advise

Complete any city goals you have.

You now have to chase the green goblin. He is very easy to tail around. Just
keep swinging from building to building watching out for his occasional
fire-ball. Whenever your spider-sense tingles,double jump in any direction.
He usually throws two fire balls so double jump twice. Keep following him
and after some time he will drop a billboard and there are three people trapped
under it. Go to each one and win the mini-game to lift it up. While you are
doing it he will chuck fire-balls at you. Nothing can be done about it so just
hurry and then keep chasing him until a cut-scene starts.

Boss Fight: Green Goblin

This fight may look hard at first but its fairly easy. While Goblin is on
fire you CANT hurt him. He has a couple of attacks. He will thow three fire
balls at you, one at a time, they are easy to dodge as you just have to jump
out of the way. His second attack will be trying to jump on you, this is also
easy to dodge by jumping in the opposite direction. His third attack is a
pair of fireballs at the same time. This is a little tough to avoid. The best
way to avoid these is jumping the first one and then pressing the web swing
button to avoid the second one. The goblin will now be fatigued. This is your
chance. Land near him and keep attacking him till he regains his fire. Repeat
this strategy until you finish half of his health for a cut-scene.

In this phase of the fight the goblins attacks are changed. His still has his
fire balls so jump out of the way. He will try to jump on you three times in
succesion so be quick with the jump button. Now he will stand for one second
as if mustering all his strength into a single flame and try to jump on you.
JUMP away when he has almost landed as he will now give off a massive flame
discharge similar to Electro's massive electricity discharge. The goblin will
now be fatigued so keep attacking him until he regains his fire. Repeat this
strategy until you win.

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XII.The most Wanted Guy (or alien) in Manhattan

Complete any city goals you have.

You have to chase after beetle. This is a very easy chase since you are venom
and you locomotion jump covers large distances plus beetle flies slowly.
Anyhow, keep chasing beetle from roof to roof watching out for his occasional
attack until you see a cut-scene. This was one of the easiest chases in the
game.

Boss Fight: The Beetle

This is a difficult boss fight. It is also divided into two phases. The first
phase takes place inside a warehouse. In this area he will fly around dropping
laser bombs at you. Keep jumping to avoid them. Every now and then he stand
still at some place and fire lasers at you. Take a locomotion jump and try to
land near him like the goblin used to land near you. Start attaking him with
your tentacles immediately. He will begin to fly again. Sometimes he will take
out red coloured laser swords and will fly around and taken a sudden lunge at
you. This is the ideal time to attack him. Carefully watch him and just when
he is about to swiftly move towards you, start your tentacle attack and keep
attacking him until he flies away. Repeat the above strategy until his life
reduces to 50% and a cut-scene starts.

This is phase two of the fight and is even difficult then the previous. Watch
out for the pits here as they are very damaging. He is a fairly simple pattern
of attacks. He will go to any of the corners and do a laser attack covering all
the area. Watch him carefully and when he goes to the repective corner, use
your locomotion jump to jump straight into the field and slide down. Quick do
a tentacle attack on him while AVOIDING the pit. Repeat the above pattern 3-4
times and he will change attacks. He will now either take out his laser swords,
do a massive laser discharge or a super laser sweep. If he takes out the laser
sword then tentacle attack him when he tries to swing into you, if he does a
massive laser discharge, jump out of the way and then attack, if he does the
super laser sweep, watch out and jump towards his back and do either a tentacle
attack or a claw attack. Repeat the above strategy until you win.

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XIII.Stronger Then a Very Large Horse

Complete any city goals you have.


Boss Fight: Silver Sable

This is a fairly hard fight considering you dont have your web-shooters. You
will only do one attack through out the whole fight and that's double jumping
and then pressing the kick button twice. Back off after that attack and repeat.
You should start by taking out silver sable's men. Now focus all your attention
on her being extra cautious when she uses her gun. Keep attacking her and after
some time, more of her men will attack. Take out all four of them first, DONOT
ignore them as their gun shots WILL damage you. Focus all your attention on
silver sable after that and watch the cut-scene when only 1/3 of her life bar
is left.

You now have to save the people. Start by going to the car that has nearly
fallen off. Silver Sable will help you. Win the mini-game twice. Now go to
the car behind you and save the person. Now wall crawl all the way to falling
man and take him. Drop him down and last of all, go towards the car silver
sable is standing near and win the mini-game. Watch the cut-scene. First you
get to fight her, now you have to save her!

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XIV.A Super Hero's Work is Never Done

You have to chase after Venom. This is the toughest chase of the whole game.
You've played with venom plenty of times and you know he moves using the
locomotion jump which is like thrice as fast as your web swinging. Plus he
will be on top of rooftops while you will be swinging so you dont actually
get to see him and you have to rely on your in-game map. Just keep following
him making best use of your web swinging abilities. It would be helpful if
you have swing speed upgrade 3 or greater (win races against human torch).
Just keep trying until you end up winning. Dont be surprised if it takes you
more then 15 retries to beat him because it took me 18.

Boss Fight: Venom

You get to fight Venom again. Fighting against Venom should be very easy for
you by now. He has all his previous attacks with one addition. He will know
throw cars at you. Jump away to avoid. Remember you still cant stay too close
to venom for long periods of time. Just use one attack on him all the time
and that is double jumping and then pressing the kick button twice. Back off
after that and keep repeating the above strategy until you win. Oh! and venom
ignores Silver Sable most of the time so no need to worry about her.

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XV.As If One Symbiote Wasn't Enough

Boss Fight: Carnage

Prepare for one long and hectic battle. You start in a  small room. He has
four attacks some really hurt. He has a claw attack similar some what to yours
but avoidable. His major attack is when he screams.Jump away immediately
because he will do a massive tentacle attack just like all other massive
attacks you have faced. He will also zip towards you and attack so jump when
he does. He will also try to jump on you and try to attack you with his
tentacles, jump away. The best technique against carnage will be attacking him
2-3 times via your tentacles and then backing off while avoiding his attacks.
You should also throw carnage if you need to. He will eventually escape through
a door and start regaining health.

Win the mini-game to get through and see him escape yet again. Win another
mini-game and go through. Remember to feed on as many humans as you like but
make sure you throw carnage before you do it otherwise he will attack you
continously. He has a new set of moves. He has a long range grab. A little
tough of avoid. He can tentacle attack similar to yours. Plus if you leave him
alone he will automatically heal some of his health back. Just keep the
pressure on him attacking whenever there is an opening. Throw all types of
objects at him. Remember to throw him before feeding on people. Eventually
you will win. Watch the cut-scene.

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XVI.Time for The Truth To Come Out

Boss Fight: Venom


This is going to be a difficult fight. Venom will try to destroy the helicopter
and you have to stop him. Since he has completely absorbed all particles, you
dont have to worry about any headaches affecting you. DONT jump near the
blades of the helicopter as you will suffer major damage by it's blades. Please
note that when Venom is attacking the helicopter, he is vulnerable to your
attacks so try to land as many punches and kicks on him before he replies back.
Dont try to jump when near the helicopter. When he is attacking you, you have
to attack him when he roars and then BACK OFF immedieately. If you fall off,
then swing back up. When you reduce his health to 1/3, phase 2 of the fight
begins.

This part is more difficult due to lack of space to move around. Be careful
about the blades of the helicopter and keep repeating the previous strategy.
If the going really gets tough then back off enough so that he focuses his
attention on the helicopter and then immediately attack him while he is
vulnerable. You will win eventually.

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Congratulations on beating the game. Check the unlockables section plus you
can now free roam as Venom.

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11-Unlockables

These are the things you can unlock after completing the respective side
missions.

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1.Ultimate Spider-Man Comic Book Covers:

Find 75/75 comic tokens.

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2.Concept Art:

New concept art is unlocked after each successfull chapter.

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3.Landmarks:

Find all landmark tokens to unlock 15 landmark art works.

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4.Costumes:

The following the are the costumes you can unlock:

A.Spidey Wrestling Costume 

You have to complete 30 city events alongside finding 30 tokens to unlock
this costume.

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B.Peter Parker Costume

You have to complete 50 city events, find 50 tokens and beat the human torch
in the 4th race against him.

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C.Parker Hoodie Costume

You have to complete 75 city events, find 75 tokens and complete 32 combat
tours to unlock this costume.

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D.Arachnoman Costume

You have to complete 90 city events, find 90 tokens and complete 48 combat
tours to unlock this costume.

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E.Symbiote Spider-Man Costume

You have to complete 100 city events, find 190/190 tokens and complete 36
combat tours to unlock this costume.

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12-User Submitted Hints/Tips

In this section i will add all the hints/tips you guys send me.

a.heavenly.body@gmail.com

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13-My Review Of The Game

Ultimate Spider-Man is the game based on the ultimate comics, which were
started back in 2000. Ultimate Spider-Man was one of the most hyped comic
book based game this year, followed by X-men Legends 2. Does it live up to
the hype?

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Game-Play:

7.5/10

There are many things to talk about, lets start with the swinging mechanism.
Sadly, the swinging in ultimate spider-man is NOT as fun as it was in
Spider-Man 2. You don't have any swing mode options this time and the default
mode is not very enjoyable. You don't have much control of your webbing any
more. Plus, lack of sky scrappers in this game makes swinging somewhat more
difficult. However, all is not lost and after an hour's practice, you get
the hang of it. Next up is the combat; the combat in this game is not as
varied as it was in Spider-Man 2. You have very few combos up your sleeve
plus you can take down most normal enemies using the same button pattern.
The boss fights and chase sequences of this game are very challenging and
enjoyable. The most hyped thing about this game was the ability to play as
Venom. The game does not disappoint, as the Venom levels are the most fun
parts of the game. Venom controls are completely different from Spider-Man.
While spider-man uses his agility and web shooters to move around, Venom
relies on pure strength, leaping from one building to another cover huge
distances. Plus, the game also features a very cool feeding system. Since
the venom suit is feeding on Eddie, you have to absorb energy from human
hosts every now and then in order to keep your health up. Fortunately,
feeding is not only easy but also fun. Sadly, the combat sequences of Venom
don't offer much variety and is basically button mashing sequences. The
city events are pretty similar to that of Spider-Man 2 and they get boring
after a while because stopping a robbery and stopping a mugging is one and
the same thing. The game-play could have used more tuning.

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Graphics:

8/10

The game features cell-shaded graphics to give a comical look to the game.
The developers succeed to a large exent as the cut-scenes and city looks
very good. However, lack of sky scrappers and low detail hamper the
experience somewhat.

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Audio:

8/10

The game features great audio. The sound effects of webbing coming out of the
web shooters and Venom's growling are very well done. Same goes for most
other sound effects. The voice acting of this game is it's best part. All
the characters have been expertly handled and the dialogue features many
trademark one-liners.

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Story:

9/10

Ultimate Spider-Man features a very original story that was specially created
for this game. The father's of Peter and Eddie were working on a suit that
not only cured cancer but also enhanced the strength and other abilities of
the person wearing it. Unfortunately, the company owner sees the suit more
of a weapon then a cure and arranges for both scientists to be killed in a
"plane crash". Years later their sons (once friends) meet again and see
their inheritance, the Venom suit. This leads to a series of events in
which the Venom suit is first worn by Peter and then Eddie after which the
suit completely takes control over Eddie. The story revolves around finding
the truth behind their father's death and making a cure for Eddie.

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Replay Value:

6/10

The game features very little replay value. Sure you can play as Venom after
completing the game but it becomes boring after an hour or so.

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Buy/Rent

I would strongly suggest you to rent the game first before you buy it.

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Overall:

7.7/10

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14-FAQ

1) How can i reach the statue of liberty?
Ans) It is not possible.

2)I have done everything necessary but still cannot unlock ... costume?
Ans) You have to complete the game once to do so.

3) I have a contribution...
Ans) a.heavenly.body@gmail.com

4) I noticed an error/mistake...
Ans) a.heavenly.body@gmail.com

5) Nice FAQ...
Ans) Thanks

6) Help! I can't swing properly?
Ans) Read my section on Web Swinging Techniques

7) Where is the Baxter Building/Human Torch?
Ans) The Baxter building is denoted on your map by a flame like icon in an
orange HALo after you complete 5 trick races.

8) Help! I am stuck with ...boss/part of the game?
Ans) Read the part dedicated for that area. Such questions will be ignored.

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15-Contact

Contact me if you

want to ask a question that has not been answered in the FAQ

noticed an error etc I made

Want to make a contribution

Want to appreciate my walkthrough

Want permission to host it on your web site

DONOT contact me If you

want to ask me a question about a section already covered in the FAQ

want to send Hate Mails and viruses

want to just spam my inbox

E-mail Address:  a.heavenly.body@gmail.com 

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16-Credits

Me..For making a great FAQ.
You..For Reading it.
The instruction Manual...For some information
Marvel Directory...For providing me with the histories of the characters of the
616 universe.
[Your name here]..For sending a great addition in my FAQ.
yada yada yada yada......................

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         \__  \   |  |  \_/ __ \\__  \\  \/ // __ \ /    \|  |<   |  |
          / __ \_ |   Y  \  ___/ / __ \\   /\  ___/|   |  \  |_\___  |
         (____  / |___|  /\___  >____  /\_/  \___  >___|  /____/ ____|
              \/       \/     \/     \/          \/     \/     \/     
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                          \_ |__   ____   __| _/__.__.
                           | __ \ /  _ \ / __ <   |  |
                           | \_\ (  <_> ) /_/ |\___  |
                           |___  /\____/\____ |/ ____|
                               \/            \/\/