------------------------------------------------------------------------------
          Winner of the GameFAQs FAQ of the Month for September 2010
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                                        ___                       
                                       (   )                      
            .--.      .-..    ___    .-.| |    .--.    ___ .-.    
          /  _  \    /    \  (   )  /   \ |   /    \  (   )   \   
         . .' `. ;  ' .-,  ;  | |  |  .-. |  |  .-. ;  | ' .-. ;  
         | '   | |  | |  . |  | |  | |  | |  |  | | |  |  / (___) 
         _\_`.(___) | |  | |  | |  | |  | |  |  |/  |  | |        
        (   ). '.   | |  | |  | |  | |  | |  |  ' _.'  | |        
         | |  `\ |  | |  ' |  | |  | '  | |  |  .'.-.  | |        
         ; '._,' '  | `-'  '  | |  ' `-'  /  '  `-' /  | |        
          '.___.'   | \__.'  (___)  `.__,'    `.__.'  (___)       
                    | |                                           
                   (___)            ___ .-. .-.     .---.   ___ .-.   
                                   (   )   '   \   / .-, \ (   )   \
                                    |  .-.  .-. ; (__) ; |  |  .-. .  
                                    | |  | |  | |   .'`  |  | |  | |  
                                    | |  | |  | |  / .'| |  | |  | |  
                                    | |  | |  | | | /  | |  | |  | |  
                                    | |  | |  | | ; |  ; |  | |  | |  
                                    | |  | |  | | ' `-'  |  | |  | |  
                                   (___)(___)(___)`.__.'_. (___)(___)


       S  H  A  T  T  E  R  E  D          D  I  M  E  N  S  I  O  N  S
       -------------------------          ----------------------------


______________________________________________________________________________
==============================================================================

                       SPIDER-MAN: SHATTERED DIMENSIONS
                       --------------------------------

                               FAQ/Walkthrough
                      Copyright (c)2010-2013 DomZ Ninja

==============================================================================

 Author: DomZ Ninja
 E-mail: domzninja[at]hotmail[dot]com
 Updated: 04/08/13
 Version: 1.0

 NOTE: This guide does contain spoilers!


______________________________________________________________________________
==============================================================================

                              TABLE OF CONTENTS

==============================================================================

See that series of numbers to the right of each section? If you want to find 
a specific section in the FAQ, press CTRL + F to open a search box. Type in 
the series of numbers for the desired section that you're trying to find and 
press Enter. Whabam! The search function will take you there in an instant.


 [1] VERSION HISTORY.................................................. [0100]
 [2] CONTROLS......................................................... [0200]
 [3] WALKTHROUGH...................................................... [0300]
 
      TUTORIAL........................................................ [0310]
      
      ACT 1........................................................... [0320]
       Kraven (Amazing)............................................... [0321]
       Hammerhead (Noir).............................................. [0322]
       Hobgoblin (2099)............................................... [0323]
       Electro (Ultimate)............................................. [0324]
             
      ACT 2........................................................... [0330]
       Sandman (Amazing).............................................. [0331]
       Vulture (Noir)................................................. [0332]
       Scorpion (2099)................................................ [0333]
       Deadpool (Ultimate)............................................ [0334]
             
      ACT 3........................................................... [0340]
       Juggernaut (Amazing)........................................... [0341]
       Goblin (Noir).................................................. [0342]
       Doctor Octopus (2099).......................................... [0343]
       Carnage (Ultimate)............................................. [0344]
             
      FINAL ACT....................................................... [0350]
       
 [4] BOSSES........................................................... [0400]
 [5] CHARACTER BIOS................................................... [0500]
 [6] CHALLENGES....................................................... [0600]
 [7] COMBAT UPGRADES.................................................. [0700]
 [8] CHARACTER UPGRADES............................................... [0800]
 [9] UNLOCKABLES...................................................... [0900]
[10] ACHIEVEMENTS..................................................... [1000]
[11] THANKS/CREDITS................................................... [1100]


______________________________________________________________________________
==============================================================================

[1] VERSION HISTORY                                                     [0100]

==============================================================================

FAQ/Walkthrough #51
-------------------

 Version 1.0 (09/28/10) - FAQ/Walkthrough complete and submitted.


______________________________________________________________________________
==============================================================================

[2] CONTROLS                                                            [0200]

==============================================================================

.-----------------------------.----------------------------------------------.
|  D-Pad                      |  Spider-Sense (Up)                           |
|-----------------------------|----------------------------------------------|
|  Left Analog Stick          |  Move                                        |
|-----------------------------|----------------------------------------------|
|  Right Analog Stick         |  Move Camera, Center (Click)                 |
|-----------------------------|----------------------------------------------|
|  Start                      |  Pause                                       |
|-----------------------------|----------------------------------------------|
|  Back                       |  Web of Destiny                              |
|-----------------------------|----------------------------------------------|
|  X Button                   |  Fast Attack                                 |
|-----------------------------|----------------------------------------------|
|  Y Button                   |  Strong Attack                               |
|-----------------------------|----------------------------------------------|
|  A Button                   |  Jump                                        |
|-----------------------------|----------------------------------------------|
|  B Button                   |  Grab                                        |
|-----------------------------|----------------------------------------------|
|  Right Trigger              |  Web Zip, Web Swing (Hold)                   |
|-----------------------------|----------------------------------------------|
|  Left Trigger               |  Defensive Stance, Evasive Roll (LT +A)      |
|-----------------------------|----------------------------------------------|
|  Right Bumper               |  Web Shot                                    |
|-----------------------------|----------------------------------------------|
|  Left Bumper                |  Rage Mode/Accelerated Vision                |
'-----------------------------'----------------------------------------------'


______________________________________________________________________________
==============================================================================

[3] WALKTHROUGH                                                         [0300]

==============================================================================

 NOTE: This walkthrough is based on the Normal difficulty.
 
 NOTE: In order to obtain a Platinum medal for the levels, you must be playing
       on Hard mode.


==============================================================================
 TUTORIAL                                                               [0310]
==============================================================================

--- Amazing Dimension ---

The game's tutorial begins with you controlling Amazing Spider-Man. Move 
Spidey around with the Left Analog Stick and jump up the ledges using the A 
Button. You can double jump by tapping A twice.

You are Spider-Man, of course, so you are capable of using some nifty 
abilities in this game. In order to climb, walk towards the building wall and 
press forward on the Left Analog Stick to stick to it. Scale the side of the 
building with the Left Analog Stick to reach the roof.

Your Spider-Sense can be used to sense enemies and objects through walls and 
reveal the health of opponents. Press Up on the D-Pad to use your Spider-
Sense, and you should be able to spot a glowing yellow structure. This object 
can be interacted with: repeatedly tap B to use your Web Pull and destroy the 
stone slab.

The tablet fragment is underneath the rubble, and you will be transported to 
another dimension.


--- Ultimate Dimension ---

Here you will learn the basics of traveling via your webbing. For now, you can 
use the Web Zip ability when near an object. Any object you can zip to will be 
marked with a yellow triangle. Move to the edge of the platform and press the 
Right Trigger to Web Zip onto the pillar. Zip along the perch points to reach 
the next platform. 

When there are no available perch points, Spider-Man can simply Web Swing. You 
can pretty much use your Web Swing anywhere. Kinda like how in the TV shows 
and movies, Spider-Man could Web Swing even though there was nothing above 
him. I'm sure there is some obscure answer to this phenomenon, but I digress. 

To Web Swing, hold the Right Trigger. While swinging, press A for a speed 
boost and hold A to perform a Web Jump. Test out this ability by swinging 
through the dam. If you happen to lose grip and fall, you will be able to 
recover with the Right Trigger to avoid death.

Web Swinging is pretty fun and easy to get a hang of. Swing your way to the 
far end of the area to find another fragment.


--- 2099 Dimension ---

Ooh, futuristic! Run down the glowing bridge to be ambushed by members of the 
Public Eye. The airship will deploy soldiers, one at a time. This gives you a 
chance to test out Spidey's combos. You only start off with a handful, so test 
each one out on the enemies. Follow the game's instructions to pull off each 
combo and defeat the soldiers.

Finally, three P.E.P. officers drop down from the airship and attack. You are 
given free-reign on the moves you use on them, so test out the combos you just 
learned to put a stop to the trio. You should barely get hurt in this scuffle, 
if at all. The third tablet fragment will be yours.


--- Noir Dimension ---

Well, this is interesting. The Noir dimension is based almost entirely on 
stealth, resembling a game such as Splinter Cell (both in gameplay and Spider-
Man's appearance). While in other dimensions you can take on enemies up front, 
Spider-Man Noir must rely on stealth and the darkness to subdue foes.

You start off perched on a ledge. Press B to perform a stealth takedown on the 
unsuspecting gangster below. You can only perform stealth takedowns if you are 
close enough to a target's back and you are currently undetected.

After knocking out the first guard, use your Spider-Sense to locate the 
fragment. It is on the opposite side of the room, behind a gate. First, we 
must defeat the enemies roaming around below to make for an easy journey. Drop 
down to the ground below and creep towards the enemy. His back is facing you, 
giving you a perfect opportunity for a takedown.

The other gangsters are mobile and carry flashlights. Note the difference 
between light and darkness here. While lurking in the shadows, the screen is 
black and white. Once you enter a patch of light, the environment regains its 
color. It is important to stay in the darkness when confronting bad guys.

If you are spotted, enemies will be alerted of your presence and a red Spider 
Marker appears where you were last seen. Your health bar will also glow red. 
Avoid visual contact with your pursuers and hide in the shadows until your 
health stops glowing and things die down. Your Web Zip ability comes in handy 
in times like these, allowing you for an easy getaway.

Move around and even Web Zip across the room to get some good vantage points. 
Use stealth takedowns on the remaining goons, then proceed to the far end.

The fragment is behind a gate, so walk to the left of the gate to locate a 
hallway. There is one final gangster down the hall, so maneuver behind him. At 
the end, use a Web Pull to tear down the gate and gain access to the tablet 
fragment. This concludes the tutorial.


==============================================================================
 ACT 1                                                                  [0320]
==============================================================================

Act 1 consists of four levels:

1. Kraven (Amazing)
2. Hammerhead (Noir)
3. Hobgoblin (2099)
4. Electro (Ultimate)

Following Kraven's level, you can complete the other three in any order. All 
four levels must be completed in order to move onto Act 2.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Kraven (Ultimate)                                                      [0321]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 35+             | 00:20:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 25-34           | 00:30:00-00:19:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 10-24           | 00:45:00-00:29:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-9             | 00:45:01+           |
o-----------------o------------------o-----------------o---------------------o

Spider-Man wakes up in the middle of a lush jungle. Web Swing across the gap 
and walk forward. Silver and gold Spider Emblems are found throughout the 
level; these help restore your health and also give you Spider Essence. Spider 
Essence can be used to purchase character and combo upgrades.

Before you swing over to the third ledge, look over the left side of the 
platform to find a lower portion. Grab the Spider Emblem and swing forward. 
Climb along the tree root and up the stairs to find some more Spider Emblems. 
This place is littered with them!

When you continue forward towards the giant wooden door, you will encounter 
Kraven. He possesses the tablet fragment and beckons you to follow. You will 
also complete your first challenge. For more information on challenges, visit 
Section 6.

Swing across the gap and walk forward to a wide open chasm. Use the pillars to 
zip across. Along the sides of the chasms are alcoves you can enter to find 
Spider Emblems. Additionally, there are a few high walls you can climb up to 
find some more emblems. Also destroy any pots you can find in order to receive 
Spider Essence.

Follow Kraven across the chasm and scale the wall at the end to confront him. 
You will encounter some of Kraven's hunters. They look like skilled fighters, 
but you can easily take them down. Aside from Spider-Man's offensive 
maneuvers, he can also defend and evade oncoming attacks.

Hold down the Left Trigger to enter a defensive stance and focus on a target. 
Spider-Man will automatically dodge attacks performed by weaker enemies in 
this stance. You can also use the Right Analog Stick to toggle through targets.

This is a great time to complete the "Evasive Response" challenge, since the 
hunters cannot hurt you as long as you hold down the Left Trigger. After, make 
short work of them.

Continue forward and zip across the pillars. Along the side of the area are 
alcoves that you should probably visit in order to defeat more enemies and 
collect more Spider Emblems. After clearing out both alcoves, swing across the 
rest of the way and move up the side of the wall.

In the northernmost alcove (as in, the one farthest from where you encountered 
the "Boy Band") is your first Hidden Spider. Upon entering the alcove, turn to 
the left and look on the side of the wall to find the [HIDDEN SPIDER] crawling 
just above a torch. They are easier to spot when using your Spider-Sense.

There are more hunters up here, along with a whole stash of jars. Use them to 
defeat the hunters, then climb up into the opening on the side of the wall. 
Inside, two hunters armed with swords barge into the room. These baddies are 
tougher than the others we have fought.

When Spidey fights more powerful enemies, he will not be able to automatically 
dodge their attacks. When you see a tingle appear over Spider-Man's head, tap 
the Left Trigger to roll out of the way. Additionally, you can perform evasive 
rolls by pressing A while in a defensive stance. The sword hunters are very 
wild and attack often, giving you many opportunities to practice dodging.

Finish off all three sword hunters, then proceed through the doorway. It slams 
shut behind you, so there is no turning back.

Follow Kraven by Web Swinging forward. When you land on the far side of the 
area, you'll set off an arrow trap. Hold the Left Trigger and press A to evade 
the wave of arrows that come your way.

Up ahead, Kraven will instruct some gunners to kill Spider-Man. A few are 
perched high on the pillars in the middle of the area (just how did they get 
up there?). Press the Right Trigger near the first pillar to use a Zip Kick 
and knock the gunner off the pillar. Do the same with the second, then swing 
into the alcove and defeat the two gunners inside.

Turn on your Spider-Sense inside the alcove and zip to the nearest piller 
outside. Look high in the air and you should see the red outline of several 
arrow traps on a ledge above you. Use your Web Swing to ultimately reach this 
high ledge. Avoid the arrow traps and then grab the [HIDDEN SPIDER].

Drop down and continue swinging across the pillars, taking out more gunners. 
There should be a total of five gunners on pillars, meaning you can complete 
the "Standing Target" challenge in one shot. Watch out for the arrow trap in 
the second alcove. 

Kraven is on a platform and will flee when you get close to him. Descend the 
stairs and maneuver across the tree root. The game teaches you how to use Web 
Strike on the army of enemies here. The Web Strike (press B) can be used to 
eliminate ground and reach targets from a distance, while giving you an 
opportunity to string together combos.

A batch of hunters follow the first, with a gunner being the final foe here. 
Use your newfound ability to help finish off all the bad guys here, then 
proceed into the courtyard for a cutscene.

There is a multitude of baddies here in the couryard: regular hunters, 
gunners, and Jackals (captains). Captains are tougher than your average foe 
and will often block Spidey's attacks. They can also counter your Web Strike: 
if your head begins tingling as you are using a Web Strike, press A to jump 
behind the target instead.

Wipe out the first group of enemies, then zip up to the ledge on the left to 
find two gunners. Defeat them and make sure to take down any other hunters on 
the ground. Once the coast is clear, a door will open as two more Jackal 
captains are sent out. After they bite the dust, a pair of gunners arrive as 
the final set of reinforcements. There are Spider Emblems surrounding the 
courtyard if you are in need of health.

Don't leave the courtyard immediately after clearing it of hunters. Explore 
the right side of the courtyard (across from the waterfall/fountains). On the 
ground is a doorway that leads into a tiny room. Inside this room is a [HIDDEN 
SPIDER]. Also collect the remaining Spider Emblems in the courtyard.

Head down the hallway and turn on your Spider-Sense. The hallway is littered 
with explosive tripwires that become highlighted when in Spider-Sense. Double 
jump over each one and Web Zip up the steps. When you reach the stairs at the 
end, climb up onto the ledge to the right. Avoid the arrow traps, then turn 
around. On the wall above is the [HIDDEN SPIDER].

Fall back down and go up the staircase for a cutscene. Kraven is out of reach 
somewhere, but got his hands on a sniper rifle and will target you from a 
distance. Run across the downed tree towards the enemies.

You will view the screen through the scope of Kraven's sniper rifle. You must 
defeat the gunners and hunters while simultaneously dodging Kraven's sniper 
rifle. When you see a red ring form around the scope, it means that Kraven 
will fire. You should see a tingle appear over Spidey's head, so you can dodge 
roll the gunshot.

It's tricky to fight enemies while in this viewpoint, but try your best to 
focus on the enemies and not the sniper scope. Kraven won't be able to hit you 
you are constantly moving, so if you keep buzzing around he won't even be able 
to get a shot off.

Position yourself in front of the nearby tree; as Kraven fires a shot, dodge 
so it hits the tree instead. Two shots on the tree will send it crashing down, 
creating a makeshift bridge to the next island. There are more hunters here 
that you must defeat while dodging the sniper rifle. After they are done, have 
Kraven destroy the next tree like before.

Proceed through the streams and continue defeating the gunners ahead. The 
gunners are particularly annoying because it is hard to see or hear their 
gunfire when you're staring down the barrel of Kraven's sniper rifle. There 
are plenty of silver and gold Spider Emblems here, though. Run across the last 
tree at the end and into the temple.

Web Zip across the gap and defeat the two sword hunters. A door will open. Go 
inside and snag the gold Spider Emblem, then enter the menacing cage just 
ahead.

Spider-Man squares off one-on-one with a Goliath. This hulking mass of a man 
carries around a huge club and has some devastating attacks. You're best off 
holding down the Left Trigger the entire duration, because you will have to 
dodge and roll out of the way plenty during this fight. The Goliath is very 
durable and blocks most of your attacks, so try a Web Strike to shake him up 
and finish off with a combo.

When you see a button prompt appear over the Golath's head, press B to 
initiate a finishing grab. Doing so will not only defeat the Goliath, but also 
award you with the "Heavy Fall" challenge.

Two more Goliaths appear, but Kraven decides to step in and get the job done 
himself. Time for a good old-fashioned cage match, BROTHER!


=== BOSS: Kraven =============================================================

The game gives you a very useful tip when squaring off against Kraven. He's a 
bit unstable, so you should be able to dodge his wild attacks without a 
problem. Once you do, he will be open for attack. On the ground, Kraven has a 
few basic attacks. He can either pull off a mini combo up close, or perform a 
lunging strike if you are too far away. When your Spider-Sense appears, hold 
the Left Trigger and roll out of the way.

Kraven will often create a whirlwind around himself. When this happens, he 
will jump up to one of the perches surrounding the cage. Zip onto one 
yourself, because he will activate a spike trap on the ground as dozens of 
spikes shoot up from the floor.

Wait for the spikes to cease, then drop back down. Alternatively, target the 
perch Kraven is on and Zip Kick him off. Don't stay on the same perch too 
long, because Kraven will either throw his knives at you or jump up and 
piledrive you off like a professional wrestler. Use your Web Zip to travel 
from perch to perch to avoid either of these moves.

Most of the time you will be attacking the boss on the ground. After avoiding 
his initial attack, retaliate with a combo of sorts. I prefer using strong 
combos with the Y button since it has more range. Also try using Web Strikes 
to stun Kraven before going in for a combo.

When you see a button prompt appear, hit B for a finishing grab. It won't 
finish Kraven off, but will significantly lower his health. The boss fight now 
enters first-person mode. Begin by using the Left and Right Analog Sticks to 
dodge Kraven's sword strikes. Soon, you will begin to attack yourself. Moving 
the Left and Right Analog Sticks in all directions results in various punches, 
such as jabs and hooks.

Move the Left and Right Analog Sticks to begin attacking the boss. You will 
have to incorporate dodging when prompts appear into your offense, so get 
ready to attack and dodge simultaneously. If Kraven blocks one part of his 
body, attack the other (if he covers his face, use hooks).

Once Kraven has had enough with close-hand combat, the battle will resume 
normally. Kraven is a bit faster with his execution, so stay alert. You may 
want to use fast attacks from here on out. The boss also takes a liking to a 
jumping spinning slash, which he uses often during this time. Once you deplete 
Kraven's health bar, you will have to end the fight in first-person mode a 
second time.

==============================================================================

Kraven gets knocked out, but he isn't down for the count just yet.

Proceed through the hole you created in the side of the cage and collect the 
nearby Spider Emblems for a health boost. Walk ahead towards the temple door 
and search the far left side of the temple to find a [HIDDEN SPIDER] on the 
side wall.

Go inside the temple to find another [HIDDEN SPIDER] blatantly climbing the 
wall on the left. Exit through the other side to find a rather pissed off 
Kraven. He has harnessed the power of the fragment to give him superhuman 
strength and speed!

Run past the platform to the other side of the room and use your Web Pull to 
activate the switch on the wall. This activates the platform and another 
switch is revealed above you. Web Zip along the perimeter to reach the first 
platform. There are a few gunners and a Jackal that you need to eliminate.

Clear the first floor of the enemies, then explore. From the switch, zip to 
the opposite side of the room and walk down the hallway to locate another 
[HIDDEN SPIDER]. Hit the switch using Web Pull to activate the platform up to 
the third level.

Point your camera up to Web Zip to a perch above you. Now on the third level, 
take out the gunners and sword hunters roaming around. When you drop onto the 
platform containing the switch, a nearby door opens. Sword hunters, gunners, a 
Jackal, and a Goliath all storm out. It's difficult soloing out a single 
enemy, so just use strong combos to hit multiple foes at once. Even the 
Goliath and his wild swings will damage some of the baddies for you.

Once the switch is activated, zip up to the fourth level. Again, nothin' here 
but a few gunners and a Jackal. Same old stuff. Don't hit the switch just yet. 
Jump on the platform and turn towards the ledge across from where the switch 
is. Zip over, defeat the lone enemy, and collect the final [HIDDEN SPIDER] 
crawling along the wall.

Hit the switch to raise the platform and secure it in place on the fifth 
level. Follow it up to the fifth level, where more hunters are waiting. Take 
out the gunners and then the Jackals, but leave the two Goliaths for last. 
They are easier to take down alone. There is a gold Spider Emblem here if you 
are low on health.

Activate the final switch to ride the platform up to the temple roof. Some 
fire randomly rains down from the sky and surrounds the arena. Totally 
unrealistic (though in a world with spider-people and strange magical tablets, 
that's nothing).


=== BOSS: Chaos Kraven =======================================================

Kraven's newfound powers may make him a formidable foe, but not one that is 
impossible to tame. He is very much beatable here, but you must be careful 
when attacking him, as he is able to dish out some overpowering strikes. Chaos 
Kraven has the same attacks as the last fight, but he is stronger and has more 
health.

Like before, Kraven has some basic knife combos or use a lunging slash. His 
jumping spinning slash is another deadly one. He can create a whirlwind like 
in the last fight, but instead of a spike trap, Kraven will set off an arrow 
trap. Some of the pillars are arrow traps, so if they are still standing, they 
will shoot out a barrage of arrows.

The boss's agility is through the roof and can sidestep many of your attacks, 
so it is best that you throw him off guard before attacking. A good way is to 
use a Web Strike, but press A so you jump behind Kraven and unleash on his 
back. When Chaos Kraven is left unguarded, use strong combos. Otherwise, try 
and overwhelm him with fast attacks.

Also use the pillars to your advantage when fighting the boss. Web Zip onto a 
pillar and wait for Kraven to leap towards you. Jump out of the way at the 
last minute and Kraven's attack will miss. With his knives embedded in the 
side of the pillar, use a Web Strike to destroy the pillar and knock him 
silly. Beware: sometimes instead of lunging towards you, he will simply throw 
his two knives at you to knock you off.

When the battle is on its last legs, Kraven will begin using a new attack: he 
will throw explosive knives at you while mainly staying up on the pillars. 
Stay locked onto him and dodge the knives that he throws, then zip up onto a 
pillar to avoid the ensuing explosion.

Kraven tends to throw his knives at you a lot more than usual when he his 
nearing death. Sometimes you can stun Kraven by taking his weapons away from 
him (particularly when the game brings it up). When this message appears, 
press B to yank his weapons away from him. With Kraven defenseless, run up and 
hit B to dish out a nice amount of damage.

Once the boss's health bar is fully drained, he will jump up on a ledge along 
the temple. Double jump and Web Swing over to it to initiate a cutscene and 
win the battle.

==============================================================================

Kraven is defeated, and Spider-Man reclains the fragment. Looks like the 
hunter has become the-- ah forget it. Too cliche.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Hammerhead (Noir)                                                      [0322]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 20+             | 00:25:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 15-19           | 00:40:00-00:24:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 10-14           | 00:50:00-00:39:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-9             | 00:50:01+           |
o-----------------o------------------o-----------------o---------------------o

Hammerhead is standing in the center of the trainyard, surrounded by three 
gangsters. Three additional gangsters roam the outskirts. One is below nearby, 
so Web Zip to the support beam on your right and use a stealth takedown from 
above. Hammerhead and his security trio move north towards a gate.

Before following them, drop down on the ground and walk behind you, past the 
two cars. There is a [HIDDEN SPIDER] underneath the archway behind the cars. 
Zip back up on the support beam and go after Hammerhead; take down the other 
two gangsters along the way.

Make sure you are aware of the location of spotlights and street lamps here. 
The spotlights in particular can light up the top of the trains and the 
support beams, so you aren't automatically in the clear even if you are above 
your prey. If you are spotted, immediately zip away from your pursuers. Also, 
Spider-Man's health automatically regenerates after time, so wait things out 
in the shadows if you are shot at.

Collect the Spider Emblems around the trainyard and move towards Hammerhead 
for a scene.

Two more gangsters show up with a civilian as Hammerhead and the three 
gangsters proceed through the gate. The pair of enemies are right below you, 
so subdue them; it is a lot easier spotting enemies while in your Spider-
Sense. Drop to the ground and press B next to the civilian for him to open the 
gate back up. Before going through the gate, walk to the left and around the 
metal storage crate to find a [HIDDEN SPIDER].

Continue through the gate and wait for Hammerhead to move through the second 
area. Once he's in the clear and the gate shuts behind him, use stealth 
takedowns on the two gangsters in here. This is a good head start for 
the "Grounded!" challenge, since there isn't really any elevated areas to 
stalk your opponents from here.

After the two gangsters are dealt with, rescue the second civilian to gain 
access to the next section of the trainyard. Again, Hammerhead moves through 
the trainyard while his lackeys are left behind to defeat you.

There are three gangsters here: two in the main area while the third guarding 
the civilian in an alley. The spotlight at the north end moves back and forth, 
so try to avoid that side of the area for the most part. Take care of the 
nearby guard, then Web Zip onto the train and then zip to the support beam 
above the gangster in the alley. Wrap him up, then finish off the one roaming 
around near the moving spotlight. It won't matter if you are caught while 
capturing him, since there is no one else left.

Jump on top of the train cars, then look on the left side of the area for a 
lone automobile. A [HIDDEN SPIDER] is clinging on the side of the car. Rescue 
the third worker and he will unlock the gate for you. Wait for the spotlight 
to pass over, then dash through to the other side of the gate.

There is a lone guard here, so take him down however you'd like. After, run 
behind the train car on the right to find a [HIDDEN SPIDER] on the back of it. 
The open window on the far left is your destination: crawl through for a short 
cutscene.

Hammerhead will walk down the corridor while discussing his plan for wiping 
out Spidey. Creep along the mesh grating after him, then grab the Spider 
Emblems on the pipes above you. At the dead end, use your Web Pull to open up 
a ventilation shaft and into the warehouse.

The warehouse is a good way to get a number of stealth-related challenges, 
particularly "Stealthy" and "Against the Wall". You have not had many 
opportunities at wall takedowns, and this is a good place to do so. There is a 
lot of crawling room and two of the gangsters search the catwalks on the outer 
perimeter.

The humongous warehouse also means that you can explore without the chances of 
getting caught easily. The "Stealthy" challenge is easy to complete here, 
unless you are really good, in which you can beat this pretty much anywhere.

Defeat the two gangsters patrolling the outer perimeter. There are roughly 
four other gangsters on the ground level, one of which stands still in the 
middle of a spotlight (like that's going to stop him from getting captured). 
Leave him for last and take out the ones moving around with the flashlights 
first.

With the warehouse cleared, a guard opens the door and subsequently runs away 
after seeing the carnage you've inflicted on the warehouse inhabitants. Smart 
move. Go through the open door to view a cutscene.

Hammerhead taunts Spider-Man, causing him to follow suit. Spider-Man follows 
the gangster right into an open area, while Hammerhead jumps on some crazy 
contraption in the center of the room.


=== BOSS: Hammerhead =========================================================

The battle against Hammerhead takes place inside a giant arena. Inside the 
room is a structure that resembles an old-fashioned Roman coliseum, with 
numerous archways connected by stone columns. Hammerhead is perched on top of 
a rotating train car inside the coliseum and equipped with a mounted gatling 
gun. Things aren't looking up for Spidey.

If Hammerhead spots Spider-Man, he will open fire with his rotating gatling 
gun. If this happens, find cover behind one of the many stone columns 
immediately before you are ripped to shreds. As long as you hide behind cover 
long enough, he will stop attacking.

There are two spotlights attached to both sides of the train car, so the boss 
can look for you when you're in hiding as he spins around in search of his 
target. It's hard enough trying to get away from Hammerhead's sight even with 
all the cover, which is why I recommend that you don't destroy the columns 
until the very end of the fight.

The boss will stop and look around on the ground for a while, then tilt the 
train car and look up on the roof of the coliseum. I wouldn't bother Web 
Zipping up onto the roof, since the entire thing is coated in light. It is 
very easy to get spotted if you are above Hammerhead.

I often used the train cars and the pillars on the perimeter of the arena (not 
the coliseum pillars, but the ones on the outskirts that cannot be destroyed). 
You can hide behind these as long as you like, since they are indestructible. 

Once you are in the clear, move from pillar to pillar until you are behind 
Hammerhead. Then, dash towards the nearest coliseum column and sneak up behind 
the boss. With his back turned to you, you can use a takedown to eliminate a 
third of his health.

It is pretty difficult to escape from Hammerhead at first, since it seems like 
he always has an eye on you. If you stay on the outer edge of the arena and 
move from pillar to pillar, it is much easier to outrun him. I had a lot of 
trouble damaging him, but once you hit him the first time, the final two times 
are much easier.

After hitting Hammerhead from behind a third time, the battle will end.

==============================================================================

Hammerhead delivers a cheap shot and gets away, but Spider-Man isn't far 
behind. Three gangsters chat it up, so wait for the conversation to end and 
the group to split up. Maneuver around on the support beams above and use 
stealth takedowns on the trio. There is barely any cover here, so there is 
virtually no room for error. If you're caught, you are pretty much done.

The final two guards at the end of the hall are difficult to take down, since 
the entire hallway is illuminated. The only way to get near them undetected is 
to climb on the wall and the ceiling. Slink around lights posted on the wall 
and then creep along the ceiling until you are behind the two. The camera gets 
really shakey when moving on the wall and ceiling, so try and bear with it. 

Once you are behind the guards, either use wall takedowns or get on a perch 
point and use a takedown from above. Zip to the ledge and ascend the stairs. 
Move through the empty passage and go through the doorway for a scene.

More civilians to rescue! Great. Like in the warehouse, the trainyard offers 
both a lot of enemies and a lot of cover. You should be relatively safe as 
long as you pick off solitary guards before trying to take down groups.

The five civilians are held captive inside train cars. Each car is being 
guarded by around three gangsters each (usually one stationary guard with two 
patrolling guards). Take down the mobile gangsters first, then incapacitate 
the solitary one.

Make sure that the coast is clear before freeing a civilian, since the train 
cars are usually underneath spotlights. You will be in the light when trying 
to save civilians, so just make sure that no one is around to notice. When you 
reach a train car, use Web Pull to pull down the door and pick up the civilian 
with B. Carry is helpless body to the dropoff point near the entrance to the 
trainyard to successfully free them.

For the record, keep your Spider-Sense on at all times. I started with the 
civilian on the southeast corner of the trainyard. There are three gangsters 
guarding him. Next, the one in the southwest corner. One of the guards is 
underneath a spotlight; all you have to do is crawl behind the watertower and 
capture him from there. There is also a [HIDDEN SPIDER] in the southwest 
corner of the trainyard.

From the water tower in the southwest corner of the trainyard, go east to find 
an open train car. Inside is another [HIDDEN SPIDER].

The eastern civilian should be next. One of the train cars near his prison is 
opened, so you can hide inside while you use takedowns on passing enemies. 
Again, the one guarding the civilian won't move and stands underneath a street 
light, so get behind him or use a wall takedown.

There is another dropoff point for civilians on the northwest end of the 
trainyard. Head over there to find the fourth civilian. Watch out for the 
moving spotlights overhead and defeat the two guards, then free the civilian 
and carry him to the dropoff point. 

Pick up the [HIDDEN SPIDER] inside an open train car near the northwest 
dropoff point. The final [HIDDEN SPIDER] is in the far northwest corner of the 
area, crawling on top of a storage bin.

The fifth and final civilian is in the center of the trainyard. There are only 
two gangsters to watch out for, but both are standing next to each other 
underneath a spotlight. If you manage to get behind them, you can use a ground 
takedown on one without alerting the other, even though he's like two feet 
away from his friend that's getting the tar beat out of him. What poor hearing.

A cutscene is initiated after you have rescued all five workers. Hammerhead 
leads Spider-Man into another trainyard, where he has set up a trap for you. 
There's nowhere to run and nowhere to hide, so you will have to beat these 
gangsters the old-fashioned way.

You're probably not used to hand-to-hand combat with Spider-Man Noir, but it's 
the same as what we experienced in the last level. There are several 
categories of gangsters: light gangsters that you can automatically dodge, 
captains, and heavy gangsters (like the Goliath from Kraven's level).

Trains will occasionally come speeding along one of two tracks, so avoid 
getting plastered by an oncoming train when you see the screen rumble. The 
train is merciless and will even hit enemies if they are in the way.

The first group of enemies features some light gangsters and a captain or two. 
Gunners will target you from balconies, and since you cannot reach them, you 
will have to endure their attacks.

Once the first wave is disposed of, a heavy gangster wielding a giant hammer 
drops down. He can block most of your attacks and counter Web Strikes, so try 
and get behind him before unleashing a combo. Even lead him onto one of the 
tracks to increase the chance of a train hitting him. Cheap, but I can live 
with that.

You'll see a lot of crazy stuff going down inside a tower in the distance. Run 
towards it and head inside. Inside the tower, Spider-Man encounters 
Hammerhead, who had used the power of the fragment for his own personal gain, 
for one final duel.


=== BOSS: Chaos Hammerhead ===================================================

Hammerhead is too powerful to mess with face-to-face. Not only is he super 
strong in his own right, but his two machine guns are good enough reasons to 
stay hidden.

He does not have many attacks, as his powerful weaponry generally gets the job 
done. Aside from setting off a barrage of machine gun fire at you, the boss 
can also shoot a powerful missile at you. These can be dodged with an evasive 
roll, as Spidey's head begins to tingle as one is shot at you.

There are three smoke machines inside the room. Run behind one and wait for 
Chaos Hammerhead to stop firing at you. Grab a piece of rubble - whether it be 
a wooden beam or a barrel - and throw it at Hammerhead. With the hothead 
worked up, run behind one of the smoke machines and wait for Hammerhead to 
fire a missile at it. This will destroy the machine and release a cloud of 
smoke that covers the entire bottom of the arena.

With Chaos Hammerhead blinded, turn on your Spider-Sense and Web Zip up to a 
perch above the room. Hammerhead will blindly fire his machine guns, but you 
are in the clear since you are out of his range. Look for the red outline of 
the boss and zip to the perch directly above him. Press B to execute a stealth 
takedown to eliminate a chunk out of the boss's health bar.

The smoke will clear once you have damaged Chaos Hammerhead and the battle 
repeats. Again, hide behind a machine and goad Hammerhead into firing a 
missile at it. With the second smoke machine destroyed, turn on your Spider-
Sense and retreat to your perch.

Once you have performed this tactic a total of three times, the battle will 
change. Since there aren't any smoke machines left, your offensive gameplan 
also changes.

Hammerhead goes into a bit of a frenzy, firing his machine guns wildly and 
shooting off missiles without a care in the world. He sticks to mainly firing 
missiles, which are easier to evade than the machine gun. Stay on the ground 
and focus on the boss. Use dodge rolls to avoid the missiles and wait for him 
to use a new attack.

When your Spider-Sense is tingling, stand still and wait for Chaos Hammerhead 
to begin charging at you. At the last second, dive out of the way or else 
you'll be bulldozed. If you get out of the way, the boss slams into the wall 
and knocks himself loopy. Immediately turn to him and press B to enter a
first-person combat sequence.

The controls are the same as in the battle with Kraven. Moving the Left or 
Right Analog Stick up results in a jab. Moving them inside or outside also 
results in other types of punches. Pummel away at Chaos Hammerhead's ugly mug 
until he grabs your face and attempts a vicious headbutt. Move the Left and 
Right Analog Sticks down to dodge it and resume attacking. Doing this over and 
over again will eventually knock Hammerhead into submission.

==============================================================================

I'm surprised Spider-Man was able to knock Hammerhead unconscious, what with 
such a hardhead he is known to be. Quite impressive, though regaining the 
tablet fragment is even more impressive.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Hobgoblin (2099)                                                       [0323]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 25+             | 00:20:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 20-24           | 00:30:00-00:19:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 10-19           | 00:45:00-00:29:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-9             | 00:45:01+           |
o-----------------o------------------o-----------------o---------------------o

The level starts off in a wild fashion. Spider-Man and Hobgoblin are 
freefalling down the skyline at insane speeds. Move Spider-Man with the Left 
Analog Stick and hold down A to dash. The two of you will eventually freefall 
right into a large shaft. It's a bit cramped inside here, what with the debris 
and objects you must avoid.

Hold down A to catch up to Hobgoblin. Once you are close enough, you will be 
able to grab onto his back and steer him like a bucking bronco. Either press X 
to punch him or use the Left Analog Stick to steer Hobgoblin into all sorts of 
debris, such as pipes and support beams.

At first, I recommend to only steer Hobgoblin into objects so you can get 
the "Cosmetic Surgery" challenge. After that, start punching him. When 
Hobgoblin knocks you off and boosts forward, dash to catch up to him while 
avoiding the hazards along the way. Repeat this process until the two of you 
take a rough landing.

Yep... boss battle already. This level sure threw us right into the action, 
didn't it?


=== BOSS: Hobgoblin ==========================================================

I'll spill the beans right now: you fight Hobgoblin a total of four times in 
this level. With that said, you cannot expect each round to match the 
difficulty and intensity of previous boss fights. These are more like a 
cluster of mini-boss encounters.

Hobgoblin starts the fight by floating off the edge of the platform. He 
strafes back and forth while hurling glowing bombs at Spider-Man. These bombs 
unleash a powerful electric shock when they come in contact with the ground. 
To prevent this, press B while the bomb is in midair to grab it. Press X, Y, 
or B to throw the bomb back at Hobgoblin.

Keep damaging the boss with his own bombs until he lands on the platform. Rush 
over and beat him down until he uses a wind attack to knock you backwards and 
escape to the skies again. This time, he will throw two bombs in succession. 
Jump away from the first, then quickly grab the second and return to sender.

After Hobgoblin only has a tiny bit of health left, he will charge up an 
attack and dive towards you. Use a dive roll to get out of the way. The attack 
doesn't end there: Hobgoblin lands on the ground and begins releasing energy 
shockwaves. Use a Web Strike to get close and begin attacking until a button 
prompt appears. Press B to finish Hobgoblin off.

==============================================================================

The battle is won, but the war against this weirdo is far from over.

Hobgoblin escapes to the skies. We can follow him using Spidey's Web Swing 
ability. The lack of solid ground makes this look very dangerous, but there's 
no choice. Plus, you can always safe yourself with a recovery if you slip and 
fall from a Web Jump.

Begin Web Swinging along the floating highway and follow Hobgoblin until you 
see him be confronted by several P.E.P. officers. He places the blame on 
Spidey as the officers turn to you instead. Attack the gunners and eliminate 
them until two baton officers appear. Dodge their attacks and use the crates 
as tools for destruction. I think the only thing more annoying than the 
enemies here is the painfully loud and obnoxious Hulk advertisement.

Once the enemies are cleared out, use a Web Swing/Web Zip combo to reach the 
balcony to the right above the door to find a [HIDDEN SPIDER]. Drop back down 
and continue into the building. In the red-tinted hallway, shock baton 
officers will enter in pairs. Avoid attacking them up close and instead use 
the surrounding objects to put them away.

Move down the end of the hall and before you head through the open door, jump 
onto the wall above the door for a [HIDDEN SPIDER] crawling around on the blue 
circle.

Step out onto the balcony as Hobgoblin blasts open a window, continuing the 
chase. Before you can jump out and continue down the floating highway, two 
P.E.P. jet bikes fly towards you. The only way to destroy these mobile 
cruisers is to use a Web Strike. When close enough, press B to destroy one.

Kick down the first two, then begin Web Swinging along until a wave of them 
appears from below. Wipe out the five or so jet bikes and continue on your 
way. Land on the other side of the highway to meet up with a new foe.

In order to avoid getting blasted by the rocket soldier, Spider-Man must use 
Accelerated Vision. Press the Left Bumper to use it, which basically slows 
down time. You can evade lightning-fast attacks and beat enemies up even 
easier than normal.

Use Accelerated Vision and beat down the rocket officer. More enemies will 
appear - another rocket officer and regular officers - but they should be no 
match for you and your new ability. Have some fun with the Accelerated Vision 
and toy with the rocket officer: lead his missiles into enemies to complete 
the "Boomshakalaka" challenge. It won't be long before Hobgoblin appears and 
begins another round with Spider-Man.

There is a [HIDDEN SPIDER] on the roof of the dome on the left side of the 
platform. If you don't get it during the fight with the rocket officers, you 
can collect it during the following boss fight.


=== BOSS: Hobgoblin ==========================================================

This boss fight is more or less the same as the last one. Hobgoblin has the 
same attacks and the method for defeating him is exactly the same as the first 
time. Major yawn.

The only difference is that P.E.P. officers join Hobgoblin in the fray. A 
couple gunners and regular officers will attack soon after the battle starts. 
It's tough avoiding them while simultaneously having to watch out for the boss 
and his deadly bombs.

Take out the P.E.P. officers first so you can return to focusing on the main 
problem at hand. Use Accelerated Vision if needed so you can quickly defeat 
them officers while also avoiding the bombs that Hobgoblin chucks at you. Once 
the lesser enemies are defeated, lock onto Hobgoblin. Toss his bombs back at 
him until his health bar (which begins half-depleted) is gone.

==============================================================================

Back to pursuing Hobgoblin. Climb up the elevator shaft and use your Web Zip 
at the top to enter a room. Exterminate the two shock baton officers and swing 
across the chasm to the next room. Take out another pair of shock baton 
officers. Before moving through the doorway, walk to the edge of the platform 
and climb down along the side for a [HIDDEN SPIDER].

This chamber houses a rocket officer and some regular officers. Kill the 
rocket officer and leave the others for now. From the entrance, crawl onto the 
wall on your left and climb above the door to get the [HIDDEN SPIDER]. It is 
imperative that you collect the spider before defeating the last enemy, or 
else you will automatically trigger a cutscene and a checkpoint.

Hobgoblin shows up after the last officer falls and the second freefall event 
begins. This is the final opportunity to complete any of the two freefall 
challenges that you missed during the first one. Hobgoblin will kick up debris 
back at you that is difficult to dodge, so use Accelerated Vision to get 
around it. As an added bonus, any damage you deal during the freefall event 
will be subtracted from Hobgoblin's health bar during the next boss fight!


=== BOSS: Hobgoblin ==========================================================

And that next boss fight happens to be right after the second freefall event. 
There are more P.E.P. officers here, even more than the last fight, and they 
will halt Spider-Man's progress by attacking in all sorts of ways. A new form 
of attacking is by throwing grenades at you. Not only do you have to avoid 
Hobgoblin bombs, but now also P.E.P. grenades.

Make sure to defeat all of the P.E.P. officers before you focus on the boss. 
As far as I saw, Hobgoblin doesn't interfere all that much when you are 
fighting the officers. Some of the officers are red-clad captains that are 
more powerful versions than the ones we have fought. Use the crates and other 
objects on them.

With the officers out of the way, it's just you and Hobgoblin. Of course, all 
you have to do is throw his bomba back at him. This boss fight should not last 
long at all, especially if you took out a lot of health during the freefall.

==============================================================================

Hobgoblin runs away again. Before you follow him, Web Swing and Web Zip up to 
one of the archways above the rooftop arena. Web Zip north to find a [HIDDEN 
SPIDER] on the arch just above the building Hobgoblin entered. Fall down and 
head in after him.

Gunners and rocket officers halt your progress in the passage. It's a little 
cramped to be rolling and running around, so just use Accelerated Vision to 
deal with them. Climb onto the ceiling and take the [HIDDEN SPIDER], then go 
through the door that opens.

The last Hidden Spider is in this area, and it's a pain. It's inside one of 
the decorative arches near the top of the chasm. You cannot Web Zip to the 
location, so instead Web Swing and climb onto one of the walls. Climb onto the 
ceiling and stay directly above the center of the arch. You cannot climb down 
onto the arch either, so you have to drop down from the ceiling; as you fall, 
you should automatically collect the [HIDDEN SPIDER].

Make your way down the chasm. Web Zip on top of the elevator to take it up to 
the roof.

Hobgoblin uses the power of the fragment in order to create clones of himself. 
Seems intimidating, but it's time to put an end to Hobgoblin's antics. 


=== BOSS: Chaos Hobgoblin ====================================================

Just like the jet bikes, destroy the gargoyles by using Web Strikes. One hit 
is is all it takes. While Hobgoblin is inside the force field on his perch, 
his health will regenerate. Obviously it doesn't matter at this stage in the 
fight since it just started. Defeat the three gargoyles to lower Chaos 
Hobgoblin's force field and truly begin the battle.

The boss flies around the screen and begins dropping bombs all over the arena. 
He will fly in a straight line and drop bombs as he flies by. As long as you 
stay out of the line of fire, you should be safe. Stay locked onto Hobgoblin 
as he heads for the skies and back away when you see which direction he is 
heading in.

After a few bombings, Chaos Hobgoblin will resort to the age-old tactic of 
throwing bombs at Spider-Man. He tosses them two at a time, so avoid the first 
one and grab the second one to be used against him. Once Hobgoblin is hit, he 
floats to the ground, just waiting to be pummeled a bit.

After taking a few shots, the boss will return to his perch in the middle of 
the roof and summon more gargoyles. This time he will summon around ten at a 
time. Take out the gargoyles as quick as possible, since Chaos Hobgoblin will 
regenerate health as long as he's inside his protective bubble.

Remove the gargoyles from the arena and the battle will repeat itself. 
Sometimes, instead of chucking Hobgoblin bombs, the boss uses a divebomb 
attack like the one seen in the first fight against him. He dives to the 
ground, then releases energy shockwaves. Jump over the shockwaves and use a 
Web Strike to get in close, then dish out a few combos.

Again, after taking enough punishment Hobgoblin retreats to his force field. 
Defeat the army of gargoyles (FYI, there are more than 20 present in this 
fight) until he lowers his shield. Get back to hurting the boss when he flies 
around. Aside from the multi-bomb drop, Chaos Hobgoblin retains all the same 
attacks that he's had in previous fights. The fact that we have fought him 
three times prior is why this boss battle is so easy.

Like in the past, you will enter a first-person combat mode after Chaos 
Hobgoblin runs out of health. Dish out a few hooks on Hobgoblin's goofy face. 
Dodge his quick strikes, then counter with some punches of your own. It's 
satisfying wiping that punk's grin off his face with a right hook.

==============================================================================

Hobgoblin is down for the count and the fragment is ours. Hoorah!


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Electro (Ultimate)                                                     [0324]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 45+             | 00:20:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 35-44           | 00:30:00-00:19:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 20-34           | 00:45:00-00:29:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-19            | 00:45:01+           |
o-----------------o------------------o-----------------o---------------------o

Spidey arrives in time to confront Electro, who uses the tablet fragment to 
begin sapping energy from the dam. Walk towards him until he flies away and 
summons some electric creatures. These deadly monsters will use blue laser 
sights to target you, then attack with a ball of lightning. Dodge the laser 
sighting and attack them for an easy kill.

Electro summons more electric creatures as they jump onto the telephone poles 
above. Use Zip Kicks to defeat them instantly until the coast is clear. 
Collect the Spider Emblems on top of the telephone poles and drop back down to 
the ground.

The force field blocking the tunnel disappears, so enter the tunnel. As soon 
as you step inside, turn to the right and go inside the side room. Look on the 
wall above the doorway to spot a [HIDDEN SPIDER]: grab it, then return to the 
tunnel.

Follow Electro until you reach a large chamber. He destroys the water pump, 
resulting in the water level in the room to slowly rise. The water is 
electrified, so it's imperative that you stay away from it. It's up to you to 
save the four dam workers before the water levels get too high.

Turn on your Spider-Sense to spot the four workers. Naturally, rescue the ones 
lowest to the ground. Web Swing to the balconies and grab one, then swing to 
the far north end of the chamber to find the dropoff point. The water doesn't 
rise all that fast, so you are not exactly pressed for time. Still, rescue the 
four civilians and don't dawdle around.

Once all four have been rescued, the water is shut off. Resume searching the 
flooded chamber for Spider Emblems. Web Swing to the north end and Web Zip up 
to the highest balcony. Enter the room here to find another [HIDDEN SPIDER]. 
Return to the dropoff point and proceed through the tunnel. You'll hear 
Electro getting a little fix, so now is a good time to crash the party.


=== BOSS: Electro ============================================================

At the start of things, Electro will attack with a few charging punches. Most 
of the time he dashes to your location and swings wildly, so if you are able 
to roll to the side you should be fine. Attacking the boss head-on works even 
though his body is coated in electricity. That's really the only way to damage 
Electro.

After sidestepping one of Electro's punches, use a Web Strike and throw a few 
left and right hooks his way. He'll cover himself up, so back away and wait 
for him to make the first move again. You can treat this boss like a regular 
enemy with your attack strategies.

After a little bit of this, Electro will stop in the center of the room and 
use a new move. He will curl up and absorb energy from the surrounding 
generators, which is then released outwards into a powerful wave. This attack 
covers the entire platform, so the only way to come out unharmed is to Web Zip 
over to one of the generators.

Doing this usually triggers another one of Electro's attacks. He will follow 
after Spider-Man and teleport over to the top of a generator. Electro stays up 
here for a while and hurls lightning balls at you. Jump, zip, and swing out of 
the way, then use a Zip Kick to knock Electro off his perch.

When the boss lands again, the battle will restart and he'll likely resume 
punching you. If the boss floats in the middle of the platform and doesn't use 
his energy shockwave attack, then he'll do the following: Electro charges up 
and fires a laser beam at the edge of the arena and slowly spins around like a 
top. The beam is slow enough that you can outrun it, but sometimes he will 
change directions to throw you off.

All in all, a fairly easy battle. Electro's attacks are easy to avoid so you 
shouldn't be taking much damage here. He does have a lot of health, so you may 
be here for a while.

==============================================================================

Electro mentions that this is just one of several generators in the dam, and 
if he keeps this up, he'll be unstoppable. Resume chasing after the big blue 
doofus and enter the circular room.

Suddenly, the doors are sealed and the room fills up with red electric 
creatures. Like their blue counterparts, they can be slain in one shot, but 
will explode after being killed. This shouldn't be too threatening, as you'll 
knock them away far enough with your attacks to be out of the range of an 
explosion.

When the doors open back up, go down the tunnel and exit as Electro zips away. 
Walk out onto the dam as Electro sends a speeding truck towards you. Quickly 
jump out of the way and go forward. As you try and make your way across the 
dam, Electro will be summoning electric creatures to halt your progress.

You are familiar with the exploding red ones and the regular blue ones, but 
Electro creatures green electric creatures. These green foes fire continuous 
laser beams that sweep across the perimeter. The attack doesn't stop until the 
enemy is killed, so either throw objects at them or use aerial attacks.

Along the way, two more trucks will drive towards you. They're pretty 
noticeable, considering it's a huge-ass truck, so sidestep out of the way. 
Press forward and use the many crates and road signs to help defeat your 
opponents. When Spidey reaches the other side, Electro sicks a purple electric 
creature on him.

Purple electric creatures are much larger and much tougher than the other 
colored foes we have fought. They are in the heavy class of enemies commonly 
seen in past levels. The monster has a very long reach and usually uses claw 
swipes, but will occasionally use an overcharged attack.

After taking down the purple baddie, run to the right of the tunnel and 
collect the [HIDDEN SPIDER] crawling on the side of the truck.

Enter the tunnel and avoid the sparking control boxes. At the end of the hall, 
Electro sicks two purple electric creatures on you. Spider-Man taps into his 
inner demons and enters Rage Mode. In Rage Mode, your attacks are twice as 
strong and you cannot be knocked down. Your Rage Meter is underneath your 
health, and killing enemies restores it. You'll be able to make short work of 
the two purple electric creatures, along with the slew of red electric 
creatures that follow.

Exit the building and jump onto one of the three cables in front of you. As 
you cross the wires, Electro will shoot red sparks at the wires. Jump off of 
whichever one begins shining red, because it will begin sparking. Make sure to 
not step onto one of the red sparking cables or else you will take damage. 
Jump between the three cables as you ultimately make your way across.

Drop down and take down the green electric creatures. There's another purple 
monster here as well. If you haven't gotten the "Short Circuit" challenge yet, 
this is your second opportunity (though there are less objects here than 
before). You can also enter Rage Mode and take it out with ease.

Before you go inside the tunnel, search behind the truck on the left to find a 
[HIDDEN SPIDER] on the ground. Go down the tunnel and swing across the hole; 
destroy the pair of blue electric creatures and proceed to the second 
generator field.


=== BOSS: Electro ============================================================

This generator field is a lot different than the last one: it's much bigger, 
houses more generators, and doesn't offer a lot of running room. Stay on the 
ground and weave between the small generators when looking for the boss. This 
particular battle is much more difficult than the first one.

Unlike before, Electro wisens up a bit and protects himself with an electric 
bubble throughout most of the fight. The only time his protective force field 
is lowered is when he uses one of two attacks. The most common of the two is 
when he lands in the center of the room and punches the ground. The attack 
doesn't have much range, but back away from him anyways.

The second shield-lowering attack Electro uses is much more rare. Electro will 
teleport to one end of the room and stand between two generators; he then 
fires a laser beam down an aile, so make sure you are not standing in the same 
aile he targets.

Electro's force field will be lowered after either of those attacks; it is now 
time to strike! Activate Rage Mode and pound away at his motionless body for 
several seconds until he regenerates his bubble and flies away.

In the meantime, Electro stays in the air protected and throws lightning balls 
while taunting Spider-Man. These are easy to dodge as long as you are aware of 
the boss's location, so stay locked onto him when he takes to the skies.

After you have weakened the boss a bit, he will hover over a group of 
generators and begin to sap electricity from them in order to heal. When you 
see this happen, double jump in the air and use a Web Strike to knock him back 
to the ground and halt the process.

When Electro is down to half health, he will enlist in the help of blue and 
green electric creatures. They stay perched on top of the generators and fire 
their trademark laser beams at you. For the most part, you'll want to deal 
with them first. However, Electro tends to use them as a decoy so he can heal 
in peace. Make sure to target the boss and prevent him from healing, then kill 
the electric creatures with Zip Kicks.

You don't have many opportunities to attack Electro, so make the most of it 
when you do manage to lower his shield. Also prevent this fight from dragging 
out by not allowing Electro to regain any of his lost health. Rage Mode really 
helps out when trying to quickly drain his health.

==============================================================================

More of the same here, as you continue to pursue Electro through plain and 
boring tunnels. Take down the enemies he throws at you and you will come to a 
large crater. Step into the crater to find a [HIDDEN SPIDER], then Web Swing 
to the other side and move on.

Spider-Man follows Electro to the entrance of the main power plant. You will 
have to chase Electro through the entrance while taking out his hordes of 
minions. If you are aiming for the "Black Out" challenge, ignore all 
collectibles for now and focus solely on killing anything that moves.

The first wave of enemies are red electric creatures. They should be easy and 
help boost your Rage Meter. Once they are cleared out, climb onto the electric 
cables above you by using a Web Zip. Walk across and fall down onto the 
platform below.

Aside from the red electric creatures here, blue electric creatures are 
perched on the streetlights above. Take them out first, then worry about the 
monsters on the ground. Keep on slaying foes and wait for Electro to move to 
signify that you've cleared the section.

Head up the hill and avoid the two trucks that roll down towards you. Red 
electric creatures on the ground, green electric creatures on the towers, and 
two purple electric monsters guarding a door. Take out the green ones first, 
then build up your Rage Meter by pounding the red ones. Finally, use Rage Mode 
to easily dispatch the two purple guys.

Turn to the right for more of the same: more green/blue perched high above, 
reds on the ground, and another pair of purples. Repeat the same strategy 
(take extra care in defeating the blue and greens, since one always seems to 
escape me) to clear the power plant of enemies.

Now that we have gotten rid of the enemies, we can backtrack to find the lost 
goodies we passed by! Return to the ramp where you dodged the two trucks and 
search around the back end. Turn on your Spider-Sense and you can see the 
[HIDDEN SPIDER] near the stack of storage crates. The second [HIDDEN SPIDER] 
is to the far right past the door to the main power plant, crawling on the 
wall behind the generator tower.

Time to go inside the power plant. After getting scolded by Madame Web a bit, 
walk forward to find Electro draining the power plant. He escapes and leaves 
the room in mayhem. You must rescue the five workers trapped here in the power 
plant.

Turn on your Spider-Sense: the first workers is on a ledge right above you and 
to the left. Swing up and grab him, then leave him at the dropoff point, which 
is on a catwalk on the ground level. Unlike other rescue missions, you don't 
just dump him and leave. You must protect the worker from red electric 
monsters while he shuts off the sparking generator ahead.

Even though the worker has a visible health bar, he should not get even close 
to dying. Stand next to him and attack the red electric creatures that run 
towards him. When he shuts the generator down, you can move on. First, swing 
onto the wall behind the dropoff point and take the last [HIDDEN SPIDER], 
which is on the wall right underneath the giant "2".

With the generator cooled down, swing past it to find a second worker. Pick 
him up and drop him at the new dropoff point. The third civilian is on the 
ground nearby. Drop him here as well. Both workers will have to help shut down 
two wild generators, but they also must be protected from danger.

At first, there is but a steady wave of red electric creatures. No harm done. 
It picks up a bit, with green electric creatures crouching on the various 
perch points. Things speed up a bit, and the number of enemies increases. You 
have to guard two separate workers, so you may want to use Rage Mode to help 
yourself out a bit.

Three down, two to go. The final two workers are needed to open the blast 
doors. Track them down using Spider-Sense and place them in front of the giant 
locked doors. Deja vu here, as you have to protect the two workers from 
various electric creatures while they try and help Spidey out.

Use Rage Mode if you have it, but it's okay if you don't. They all funnel in 
through one catwalk, so you can stand in the front and just Gandalf their 
asses. The one purple electric creature may give you a bit of trouble, but 
he's really the only difficult thing about this.

The workers get the blast doors open and Spider-Man goes through to put and 
end to Electro's tirade. Too bad he has absorbed so much energy that he's the 
size of a skyscraper...


=== BOSS: Electro ============================================================

It's funny: you actually aren't even fighting Electro. Your main target is the 
dam directly behind your gargantuan nemesis. None of Spider-Man's attacks can 
even put a dent in Electro's health, but destroying the dam will be able to 
wash him away. In fact, Electro doesn't even have a health bar: the dam does!

Even though Electro isn't your primary target, he does have a few attacks 
that'll make your head ache. In this stage of the fight, the boss only has one 
attack at his disposal. He will place his hand on the ground, palm out, and 
fire a laser beam from it. His hand slowly strafes across the platform, so 
double jump as it passes underneath you.

After using this attack a few times, Electro will need to recharge. He places 
a hand on the ground while he uses his other hand to draw energy from the 
power plant. Run over to the hand that's on the ground and tap B to wrap it in 
webbing. Electro will jerk his hand backwards and accidentally punch the dam. 
Bingo. The boss starts over with the beam attack again. When he places his 
hand on the ground, wrap it up and he'll inadvertantly damage the dam once 
more.

After doing this twice, the next time Electro turns his back to you entirely. 
Since your old plan won't work, it's time to find a new one. While he's turned 
away from you and recharging, aim on either side of him and a yellow arrow 
should appear, signifying that you can Web Zip. Web Zip onto a piece of debris 
as it flies onto the dam. You'll land on the dam as the second phase begins.

Now Electro does the work for you, as he punches the top of the dam in 
attempts to squash you. Each punch leaves a portion of the dam damaged, 
meaning that you cannot traverse on it. Even though the dam is slowly being 
destroyed, you will run out of room to maneuver.

Electro's punches can be hard to avoid, but pay attention to which arm he is 
using; that is usually a tell-tale sign as to where his punch will land. When 
the boss places his hand on either side of the dam, he will summon blue and 
red electric monsters. Toy with them a bit until they are all defeated.

The battle will basically repeat itself, as you dodge Electro's punches while 
he slowly breaks the dam himself. As for the monsters he creates, the second 
batch consists of green and purple electric creatures as opposed to red and 
blue ones.

Eventually, there will only be two sections of the dam left unharmed. Stand on 
either one and avoid one final punch. When the dam is nearly destroyed and 
there's only one section left, Electro will realize the error in his ways. As 
he leans forward, repeatedly hit B to end the fight.

==============================================================================

With Electro fizzled out, Spider-Man regains another fragment. Assuming you 
have completed the earlier levels, you will have finished Act 1.


==============================================================================
 ACT 2                                                                  [0330]
==============================================================================

Act 2 consists of four levels:

1. Sandman (Amazing)
2. Vulture (Noir)
3. Scorpion (2099)
4. Deadpool (Ultimate)

All four levels are unlocked at the start of the Act. You can complete them in 
any order. All four levels must be completed in order to move onto Act 3.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Sandman (Ultimate)                                                     [0331]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 50+             | 00:25:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 40-49           | 00:40:00-00:24:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 20-39           | 00:50:00-00:39:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 10-19           | 00:50:01+           |
o-----------------o------------------o-----------------o---------------------o

Sandman rages through the abandoned mining town as a gigantic tornado. Most of 
the platforms and walkways are destroyed, leaving you to Web Zip across using 
other methods. There are a few posts that you can stand on, but otherwise you 
will have to use the random objects flying through the air to get across the 
sand pit. If you land on the ground, press the Right Trigger to recover before 
Sandman captures you.

Make sure to Web Zip on the side of the wooden building on your left. Zip onto 
the wall, collect the [HIDDEN SPIDER], then continue on your way.

When you get across, the tornado will stop and stay in place. Jump onto the 
platform on the right and Web Pull the trough to dump a ton of water on the 
tornado. Water is Sandman's weakness; Water is super effective against Ground, 
after all!

With Sandman returned to his normal form, he will challenge Spider-Man.


=== BOSS: Sandman ============================================================

Sandman can obviously control and manipulate sand, so there are a number of 
unique attacks at his disposal. Most commonly, he will use his hand to create 
an object to smack you with: either a hammer or a large mace. Both attacks 
hurt, so pay attention for the signature tingle above Spidey's head.

When Sandman flexes his muscles, a clump of spikes will radiate out from under 
him. As long as you are at a distance, the attack will have no effect. 
However, if you stay too far away, the boss punches the ground and a giant 
hand will emerge from under your feet. Additionally, the boss can spray sand 
out at you. Doesn't sound very dangerous, does it?

Spider-Man cannot damage Sandman in his normal state. As you just discovered 
moments ago, you can weaken him by using water. Fortunately, there are water 
pipes and barrels filled with water surrounding the boss room.

There are tons of wooden barrels here, and they are all filled with fresh 
water. Pick one up and throw it at Sandman to temporarily turn him into mud. 
Make sure that you are focused on a barrel and that there's a red ring 
underneath, otherwise pressing B will cause you to use a Web Strike on 
Sandman. The barrels regenerate over time, so you can never run out.

If Sandman is next to a water pipe, focus in on the pipe and press B to rip 
the valve off, releasing a geyser of water. If Sandman is caught inside the 
water, he will turn to mud and be weakened. This is the harder of the two, and 
I would much rather go with the "throw barrels at his face" strategy.

Once the boss is a muddy mess, run in and do what you do best. Sandman may be 
slowed down immensely, but he can still fight with his hammer and mace attack. 
Be careful. Eventually, Sandman dries off and returns to his original form. 
Back off before he can use his spike attack and get back to dousing him with 
water. Keep it up until the boss's health bar is totally gone.

==============================================================================

Sandman escapes, like any cowardly boss would do. Enter the building and you 
will be attacked by sand creatures. Like their maker, sand creatures must 
first be weakened by using a water valve or a barrel on them. Watch out for 
their bowling ball attack and use water to turn them into mud. After defeating 
a few groups of sand creatures, the exit opens.

Sandman is in his tornado form again and floats in the center of the huge sand 
pit. Like in the beginning of the level, there are times where you will have 
to use floating objects in order to cross the deadly sand pit.

Walk forward and Web Zip to the platform on your left. Zip across the gap 
using the flying objects and land on the square platform, where you'll be 
attacked by more sand creatures. There are plenty of barrels and some water 
valves here to get the job done.

Move on to the next area by crossing the river of flying objects to find a 
second square platform. The army of sand creatures is larger than before, so 
use any nearby Spider Emblems if you're low on health.

After the baddies are eliminated, turn on your Spider-Sense. Look above and 
around for any yellow outline objects. You should see something high above the 
platform you're on. Zip up onto one of the lights, then double jump and Web 
Zip onto the side of the wall; crawl over the [HIDDEN SPIDER] and fall back 
down.

Continue Web Zipping around the perimeter of the area. When you reach a multi-
tiered area, start Web Zipping up the steps. Along the way is a [HIDDEN 
SPIDER] lying on the ground of one of the steps. At the top, approach the 
water tower to be stopped by a sand golem.

Sand golems are basically bigger and stronger versions of the sand creatures 
we have been mowing down. Even though he is more durable and can block your 
attacks, treat him like a regular sand creature.

Once the sand golem is down for the count, go over to the water tower and tap 
B repeatedly to knock it over and douse Sandman. He escapes in a nearby 
tunnel, as Spider-Man follows.

As soon as you enter the mining tunnel, look down towards the wooden beams 
just off the edge. Jump down to the first one and walk across it towards the 
[HIDDEN SPIDER] clinging on the wall. Swing down the tunnel until you reach a 
dead end. In order to open the door, you must defeat the trio of sand 
creatures. No big deal!

On the other side of the doorway is Sandman again, who decides to take a stand 
once more and fight you.


=== BOSS: Sandman ============================================================

Just throwin' this out there: not sure if it's just me, but I experienced some 
of the worst camera problems I have ever seen in a video game. There were 
times where the camera was inside Spider-Man's body so that it felt like a 
first-person game. Fell off the edge and got smashed many times here. :(

Glimpses of the final boss fight against Electro flashes in the back of my 
mind when you face off against a supersized Sandman. He's bigger, badder, and 
still needs to be doused in water in order to be damaged. Luckily, there are 
mine carts filled with water barrels near the edge of the walkway.

In this stage of the fight, Sandman can only slap the ground with his giant 
paws. Stand behind one of the mine carts and bait Sandman into slapping you. 
When your Spider-Sense tingles, dodge roll out of the way as he destroys the 
water and gets his hand soaked. Run back over and attack the boss's vulnerable 
hand until he pulls it away.

Even though his attack is slow, it still covers a wide area and can be hard to 
dodge even if you aren't physically hit by Sandman's hand. There are two gold 
Spider Emblems on the sides of the walkway if you need health.

More mine carts will reappear if the other two are destroyed. You only need to 
use this strategy to deplete half of the boss's health bar. Once Sandman is at 
half health, the mine carts are permanently destroyed and the second phase of 
the boss fight begins.

A conveyor belt begins dropping water barrels on either side of the arena. In 
addition, Sandman avoids all physical contact with you and presses his back 
against the back wall so you cannot get his hands wet. He now attacks by 
shooting rapid-fire balls of sand at you.

Sandman usually spits out five or six in a row before taking a breather. When 
he does, pick up a water barrel and throw it at him. It usually takes two or 
three water barrels before Sandman falls forward and lands on the walkway. Run 
over to him and begin unloading on his head until he regains consciousness and 
backs up against the wall. Repeat this until you are victorious.

==============================================================================

Before leaving, collect the well-hidden Spider Emblems on the broken tracks 
high above the walkway. Additionally, there's a [HIDDEN SPIDER] on the far 
right side of the walkway. You may have picked it up during the boss fight. 
When ready, exit the room and continue through the mine shaft. Smash apart the 
sand creatures to reach the surface.

This here is the second sand pit. Like before, we must travel around the 
perimeter of the area so we can reach the water tower and stop Sandman's 
tornado form.

Zip over the sand pit to the first platform and wipe out the sand creatures. 
They should be no problem. The platforms ahead break, so instead move across 
the flying objects to reach a pair of sand golems. Fighting two at the same 
time can be difficult, but cover both in water and focus on one at a time. 

Once they're toast, swing across the gap to the wooden platform. The gap is 
larger, so it's a bit trickier to reach the other side. Climb up the wall and 
begin jumping across the islands. You will swing up to a pair of train tracks 
that leads to the second water tower. Instead of following the tracks to the 
right, go to the left to find a [HIDDEN SPIDER].

A sand golem and a number of sand creatures guard the second water tower. Take 
out the sand creatures before you tango with the big boy. After the first sand 
creature falls, two more will appear. Once all of them are gone, finish off 
the sand golem and knock over the water tower.

One water tower isn't enough to stop Sandman, as he shrugs it off and knocks 
you to a distant ledge. Pick yourself up and go clockwise around the sand pit 
to reach the third water tower. Yeah, this one is a helluva lot closer than 
the other ones were.

There are only a few enemies that get in your way at the third water tower. 
Knock 'em out, then walk towards the back wall. To the right of the platform 
is a [HIDDEN SPIDER] on the side of a wooden beam. It's out of reach, but if 
you jump you can collect it in midair. You'll have to perform a recovery, but 
otherwise no harm done. Back at the platform, tip over the water tower to 
scare Sandman off again.

Inside the mine, attack the two sand creatures. Either use the barrels on the 
conveyor belt or the water valves. Proceed to the next room and drop to the 
ground for a scene. We'll need to use the drill to bust out of here, but 
obviously Spider-Man knows nothing about operating such machinery. Instead, 
you must rescue the nearby miner and have him do the dirty work.

Head down the passage towards the miner. When you reach the gap, look down 
below to find a [HIDDEN SPIDER] crawling on the wall. Like the last one, drop 
down to collect it and perform a recovery to get back safely. Kill off the 
three sand creatures to rescue the miner, then hoist him over your shoulder 
and bring him to the drill.

As the miner drills a hole through the wall, two sand golems appear and begin 
pummeling the drilling machine. Target one with a water barrel and begin 
attacking him. Try and ignore the fact that the other one is pounding away at 
the drill, but we have to take on one at a time. Quickly finish off the first 
sand golem, then eliminate the last before they destroy the drill.

The miner opens up a hole in the wall and gets all arrogant. "That's the first 
time I ever saved a superhero before!" Shut up and get back to being a whiny 
wimp. Go through the hole for a nice surprise! Sandman chases after you and 
simultaneously floods the tunnel, so continue Web Swinging through the tunnel 
to eventually exit out to the surface.


=== BOSS: Sandman ============================================================

Absorbing all that sand has not only made Sandman super huge and super crazy, 
but he now has multiple heads! Spider-Man is engulfed by Sandman's tornado 
form and is now inside the tornado.

Only one of Sandman's twisted faces appears at a time inside the tornado. He 
mainly shoots giant balls of sand from his mouth, but also has a few other 
attacks. This is the most common one though, and likely will have to worry 
about it the most (though all in all, most of the boss's attacks are very easy 
to avoid).

Sometimes he'll suck up all the debris in the air - including yourself if 
you're too careless - and hold it inside his mouth for a while. Not long 
after, the boss spits out a humongous junk ball. Also, Sandman can create 
giant arms that extend from the bottom of the tornado upwards. Avoid these 
random, big fists that punch straight up towards you.

There isn't much footing here inside the tornado, so you'll have to Web Zip 
across the random objects that are being spun around. They spin upwards, so 
when you reach the top of the tornado you will fall down below. Additionally, 
there are a couple platforms on the side of the tornado where Sandman's faces 
appear.

Even though you are fighting Sandman as a huge tornado, the battle strategy 
still stays the same: douse him with water to make him vulnerable, then 
attack. Most of the debris is useless, though roughly half turn out to be 
water barrels (they are easier to spot in the chaos with your Spider-Sense).

Web Zip around the spinning pile of debris until you find a water barrel, then 
press B to throw it at the boss's face. Immediately rush over to the platform 
he is above and begin attacking his big mug. Eventually he'll recover, so 
retreat to the junk again.

When Sandman reaches to about half health, more faces appear at one time 
(usually two) and they move around a lot. This shouldn't pose too much of a 
problem, because if you press B while on top of a water barrel it will 
automatically be thrown to the nearest target: one of the faces.

Keep on hurling water barrels at Sandman and following up with a few combos. 
There are plenty of water barrels spinning around inside the tornado, so you 
will never have a short supply of ammo. This is a fun and interesting battle, 
but you honestly shouldn't have much trouble beating him.

==============================================================================

Yep, Sandman is done for. I can't believe I went the entire level without 
making an "Enter Sandman" pun/reference. *pats self on back*


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Vulture (Noir)                                                         [0332]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 20+             | 00:35:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 20-29           | 00:45:00-00:34:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 10-19           | 01:00:00-00:44:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-9             | 01:00:01+           |
o-----------------o------------------o-----------------o---------------------o

Spider-Man locates Vulture in an alleyway, and the freakshow escapes. If you 
are interested in challenges, the first challenge requires you to take down 
five gangsters in this first area without touching the ground. The strategy 
will help you complete that challenge.

From the entrance, walk along the beam and crawl onto either wall. Crawl 
towards the walkway and perform a wall takedown to finish him off. Step onto 
one of the railings of the walkway and wait for the guy below to walk 
underneath you. Wrap him up with a takedown, then climb onto the wall on the 
left side of the alley.

As you go around the corner, there should be a [HIDDEN SPIDER] somewhere on 
the wall right at the corner; use your Spider-Sense to easily locate it.

Once you're around the corner, Web Zip onto the telephone line and walk along 
it so that you're directly above the third guard. Take him down; if you are 
spotted by the fourth during the process, move back down the telephone line 
and onto the wall to remain hidden.

As for the fourth guard, continue back down the telephone line and perform a 
takedown once he's underneath you. If you cannot get a good positioning, crawl 
onto the wall and crawl down towards the ground to try and get a wall 
takedown. The fifth and final guard is at the end of the alley: you can return 
to the telephone line and walk all the way across without him noticing. Easy 
takedown from above.

Proceed through the archway to exit the first area, then stop and turn around. 
Grab the [HIDDEN SPIDER] climbing above the arch, then Web Zip down the alley 
and onto the balcony at the corner. Vulture will stop and speak to his thugs, 
then run away.

Wait for the three guards to disperse. Capture one as he starts going towards 
the alley you just came from, then take out the second one nearby. Try not to 
use your Spider-Sense here, since there is a moving spotlight that travels 
down the alleyway; it's difficult to see illuminated areas when using Spider-
Sense and you can't tell if you are in the darkness or not.

The third guard can also be taken down from this balcony; if he moves too far, 
then jump onto the telephone line. Take out the guard on the platform, then 
crawl on the wall towards the one on the walkway. There is one more farther 
down the alley that you can defeat either by crawling on the wall or 
traversing across the telephone lines.

Enter the Creole Club to activate a cutscene. There's nowhere to hide inside 
the bar, so this will have to be an old-fashioned bar fight. Defeat the weaker 
gangsters first, then attack the heavy gangster by throwing stools and other 
objects at him. Avoid his giant hammer and go in for the kill.

Before you kill the hammer-wielding gangster, jump over the bar and destroy 
the two shelves. There is a hidden passage behind one of the shelves that 
leads to a very well-hidden [HIDDEN SPIDER].

More gangsters show up: a few with baseball bats and others seemingly with no 
weapon. However, these guys throw grenades at Spider-Man. Taking into account 
the close confines of the bar, this can be dangerous. Defeat the grenadiers 
first, then finish off the ones with bats.

Spider-Man will follow Vulture to a large, open area filled with guards and 
many lit-up areas. You must stay on this 2D wall and go across the side of the 
buildings while avoiding enemies. You cannot defeat them and can't even get 
off of the wall, so it's all about avoiding detection.

The key to doing this is to basically stay at the top of the screen at all 
times. You should be able to avoid most, if not all, of the gangsters on the 
balconies. If you come to a light on the wall, try and go up or below it: if 
you crawl straight through, the guys on the ground will shoot at you.

When you reach the other end, Spider-Man eavesdrops on some of Vulture's 
guards in a parking lot. Defeat the first five enemies down here for s'more to 
appear. These gangsters have grenades, so take them out first. The final two 
enemies that rush in carry baseball bats. After clearing out the entire 
parking lot, you'll enter the nearby building and face off against Vulture.


=== BOSS: Vulture ============================================================

Vulture may seem like a freaky, skinny old man, but he can easily overpower 
Spider-Man in certain circumstances. Vulture also likes to use his agility and 
stealth to avoid combat at certain times. At the start, it's a full-out brawl 
between the two.

Vulture has three attacks. He will crouch, then follow up with a lunging 
strike. The boss has a long reach, so this attack can cover a lot of ground. 
More commonly, Vulture will reach into his trenchcoat and throw a handful of 
knives at you. This is mainly used if you keep your distance.

The boss doesn't have any defense mechanism that you need to worry about, so 
focus on him and begin attacking. He tends to block a bit and may follow up 
with a counterattack (his third attack). When you see him cross his arms, back 
away before he slashes at you with his sharp claws.

Continue dodging Vulture's attacks and wailing on him. When you have depleted 
a quarter of his health, Vulture will jump up into the rafters and hide. While 
you look for him, he will throw knives at you from his hidden location. To 
easily spot him, use your Spider-Sense.

When hiding, Vulture tends to stand directly in front of a spotlight. There 
are two upper floors, with each side of one floor having a spotlight. Use your 
Spider-Sense to figure out which floor Vulture is on, then zip up to him and 
press B to use the spotlight and expose him. Spider-Man will automatically 
attack and remove a quarter of his health.

Vulture returns to the ground and the first portion of the battle will start 
over again. This time, he periodically jumps up onto the horizontal support 
beams connecting the rafters. Before he can throw knives at you, Zip kick him 
off his perch and resume attacking him on the ground.

Once Vulture is down to a quarter health, he will once again hide in the 
rafters. Track him down with your Spider-Sense, then turn on the spotlight to 
drain the final one-fourth of his health bar and finish the fight.

==============================================================================

Vulture gains the upper hand and knocks out Spidey. He wakes up on a set of 
train tracks with a train coming your way. In order to outrun the train, start 
Web Swinging forward and jump onto the ledge on the left to avoid getting 
smashed to bits.

Web Zip over to the Puritan Hotel. Facing the neon sign, walk behind it and to 
the right and turn on your Spider-Sense. Climb up onto one of the air 
conditioning units to find a [HIDDEN SPIDER]. Climb up onto the hotel roof and 
Web Swing across to the next rooftop. Vulture will drop down and reveal that 
his men below are holding several innocent bystanders hostage. Time for 
another rescue mission.

Turn around and look up at the smokestack Vulture was perched next to. Leap up 
to it and climb towards the top to get the next [HIDDEN SPIDER]. Web Swing 
over to the rooftop to begin the rescue mission.

Walk around to the right and hide near the building in the corner. The goon on 
the right side of the roof should be easy pickings. This corner of the roof is 
also the dropoff point for future reference. Take him down, then crawl onto 
the left side of the roof and capture the gangster guarding the civilian. Just 
watch for the spotlight that covers the roof. Pick the bystander up and bring 
him to safety. Not too bad.

Next, Web Swing to the balcony to the right of the roof. There are three 
enemies here and a civilian. One stand directly in front of the civilian while 
the other two guard either side of the balcony. Again, there is a spotlight 
that covers a large portion of the balcony.

Try to take out one of the side guards, then move closer and use a wall 
takedown on the central one. You don't even have to defeat the third gangster; 
as long as you can pick up the civilian without getting shot at, you're good 
to go. If you're looking to complete the "Ninja Spider" challenge, come back 
to areas where you've already rescued civilians and take down the leftover 
enemies.

When on the eastern balcony, make sure to climb up the wall at the north end 
to find a [HIDDEN SPIDER] all the way at the top.

Back at the dropoff point, walk to the opposite end of the roof and ignore the 
rooftop directly in front of you. Instead, Web Swing to the far left side to 
find a balcony similar to the one before. Again, there are three gangsters 
here, all in the same position as the other balcony. Rescue the civilian and 
bring him to the dropoff point.

The final rooftop is the toughest. There are four enemies guarding the 
civilian, and they each walk around a water tower. The civilian is on the left 
side of the water tower. It's tricky to take down a guard without someone else 
seeing, since they are all in such close proximity of each other.

What I did was stay on the perimeter of the rooftop and follow the left side 
around the side. When you reach the northwest corner of the roof, peek around 
and perform a takedown on the guard patrolling the side of the water tower. 

Next, stay on the western side of the roof and jump up on the upper portion of 
the roof. Wait for the coast to be clear, then capture the guard staring at 
the civilian. At this point, you can drop down and rescue them without the 
other two guards noticing.

Alternatively, there is a riskier, yet fun strategy. Stay in the northwest 
corner of the roof and deliberately get spotted. With all four gangsters 
focused on that tiny portion of the roof, turn back around and go south, then 
climb over the raised portion of the roof to get to the civilian. All four 
gangsters should have their backs turned to you, still searching the corner of 
the roof, so you can swoop in and retreat without taking a single guy out.

After rescuing all four civilians, Spider-Man will fly off to another area. 
Here, you will fight the biggest wave of enemies so far in the level. Armies 
of regular gangsters, gangsters with bats, a few grenadiers, and lastsly, two 
heavy gangsters. Use the many crates on the bad guys and use any remaining 
onces on the pair of hammer-wielding heavy gangsters. Focus on one at a time 
until both fall.

Spider-Man enters a skyscraper and is greeted by Vulture and several molotov 
cocktails. The building is set on fire, with three civilians trapped inside! 
The first civilian is on the first floor with you. Grab him and hop across the 
two trails of fire to the dropoff point.

Avoid Vulture and his molotov cocktail and chase after him as he moves up the 
building. Web Zip up to each floor, though it's imperative that you hurry and 
skip a few empty floors: the health bar on the bottom of the screen is that of 
the building. If you fail to rescue the three civilians before the health bar 
runs out, it is game over for you.

The second civilian is on the fourth floor. Grab him; another dropoff point 
appears on this floor, but fire and various debris makes it hard for you to 
reach it. You have to go all the way around the perimeter of the room, jumping 
and Web Zipping across any gaps, to reach it.

Zip up to the fifth floor. Nothing here. When you reach the sixth floor, 
Vulture destroys practically the entire floor and floats above to a higher 
floor. Web Zip all the way to the opposite end, then look above to find a hole 
in the ceiling. Get up to the seventh floor, where the final civilian lies.

Walk around the maze of flames to find the civilian. Pick her up and safely 
escort her to the dropoff point, which is a few feet away.

Now that you have rescued all the civilians, it is time to save yourself! 
Vulture is a few floors above you. Find a hole in the ceiling and zip up to 
him for a cutscene.

I love how both of us just fell about seven stories, only to get up and run 
around with no physical harm done to us. I know that there are superpowers 
running wild here, but c'mon...

Head down the hallway as Vulture runs away, but don't follow him around the 
corner. He's trying to bait you into an illuminated hallway filled with 
gangsters. Let Vulture run away and peek around the corner with your Spider-
Sense on. Wait for the nearby guards to turn around, then crawl on the wall 
and capture them.

Continue on the walls or on the pipes above you to subdue the remaining bad 
guys in the hallway. As you enter the warehouse, take down the nearby guards 
on the ground before zipping up to the support beam above you. Turn and face 
the doorway that you came from and look above it to spot another [HIDDEN 
SPIDER]. Take down the guard on the catwalk, then fall back down to the ground 
and finish off the remaining foes down here.

The warehouse is very large and even though many portions are bathed in light, 
it's a very open area and easy for you to maneuver around. This is another 
good place to get the "Stealthier" challenge. Before going through the doorway 
on the ground, zip up to the upper balcony and capture the gangster guard.

Once the last enemy has been captured, a gangster opens the door and 
subsequently runs away after seeing that his men have fallen. Before going 
through the opened door, check the ground for a side closet to find the last 
[HIDDEN SPIDER]. Next, go through the double doors. 

As you move through the hall, you will overhear Vulture talking. Creep through 
the rest of the hallway until the conversation ends, where you will then 
trigger a scene. Vulture, using the power of the tablet, gains the ability to 
teleport as well as super strength.


=== BOSS: Chaos Vulture ======================================================

The battle starts off with Vulture blindsiding you and knocking you to the 
ground. He will overpower you as the game enters first-person mode. When Chaos 
Vulture attempts to bite you, press down on the Left and Right Analog Sticks. 
If you are bitten three times, you will die.

After avoiding each bite, Spider-Man will free his hands and attack. Use the 
Left and Right Analog Sticks to punch Chaos Vulture around a bit until he 
subdues you once more. Avoid a second bite attempt and fight back until you 
push the boss away and the real fight begins.

Even though the fight follows a similar formula to your first duel with 
Vulture, it is a lot tougher. The power of the tablet has raised the boss's 
durability substantially, so normal combos and physical attacks will deal 
little damage to Chaos Vulture.

Chaos Vulture still uses his lunging slash, counterattack, and knife-throwing 
attacks. You should know how to properly evade them by now. Additionally, the 
boss can also throw molotov cocktails at you. These are harder to avoid, since 
they create a pool of fire in their wake. As soon as you see him toss one, 
roll to the side and run far away.

Use a Web Strike to throw Chaos Vulture off balance, then begin beating the 
snot out of him. In addition to his counterattack, he can also use a teleport 
kick to knock you away from him and create some separation. If you see him 
teleport, immediately enter a defensive stance and avoid a diving kick when he 
reappears behind you.

After attacking the boss a bit, he will jump on top of a stack of TNT crates. 
While perched on here, he begins throwing molotov cocktails at you. Use a Web 
Strike to knock him off the boxes. If you manage to do this as he raises a 
molotov cocktail up, he will drop it. Back away, because the ensuing fire will 
detonate the TNT crates and create a massive explosion.

Once you have pestered Chaos Vulture enough, he flees to the rafters like the 
good old days. Instead of throwing knives, Chaos Vulture instead uses molotov 
cocktails instead. Turn on your Spider-Sense and track him down, then expose 
his location with one of the spotlights.

Instead of automatically attacking him, the boss will instead retreat to 
another part of the rafters. Hunt him down and attack the boss in this 
weakened state. You should be able to deplete a nice amount of his health 
before he drops to the ground again.

The battle will repeat itself, as Chaos Vulture stays on the ground and 
attacks you. Sometimes, he will teleport onto a support beam and toss molotov 
cocktails; put an end to that with a simple Zip Kick. Continue this until he 
jumps onto another stack of TNT crates and knock him off. Doing so will cause 
Chaos Vulture to return to the rafters. You know what to do.

Continue this long-winded process until Chaos Vulture runs out of health. The 
fight ends the same way it began: with a first-person sequence. Again, avoid 
Chaos Vulture's lethal bites and counterattack with a fist to the face. Make 
sure to evade his bites, because it would suck to die at this point in the 
fight (it's essentially over). After two rounds of pummeling his noggin, this 
very entertaining and unique fight will conclude.

==============================================================================

And that wraps up one of my favorite levels in this game. <3 Vulture


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Scorpion (2099)                                                        [0333]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 60+             | 00:30:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 45-59           | 00:40:00-00:29:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 25-44           | 00:50:00-00:39:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-24            | 00:50:01+           |
o-----------------o------------------o-----------------o---------------------o

Scorpion leaves a trail of destruction in his wake. Right off the bat, there 
is a [HIDDEN SPIDER] to find. Web Zip along the floating police cars on the 
left; it is crawling on top of one of them.

A S.I.E.G.E. soldier arrives and attacks Spider-Man. These heavy creatures 
carry large batons and can also shoot homing missiles at you. Use your 
Accelerated Vision to divert the missiles back at the S.I.E.G.E. soldier. Do 
this until he is weakened enough for you to perform a finishing grab.

After he falls, some P.E.P. officers and gunners arrive via dropship. Wait for 
your Accelerated Vision meter to refill, then use it to avoid the gunfire and 
finish them all off. The door opens and an officer collapse to the ground. 
Ignore him and run into the building.

Scorpion runs away and the exits are sealed off. Two officers run inside and 
inspect a clutch of green eggs mounted on the wall. They explode, killing the 
two. A shielded officer enters the room and attack you.

In order to defeat a shielded officer, you must somehow get behind them. 
Attacking their shield is useless and deals no damage to them. The most 
logical way to get behind one of these guys is to use Accelerated Vision. If 
that is out of the picture, attack their shield to distract them, then dodge 
roll behind them and hit their back.

With the shield officer downed, another one will run in accompanied by two 
shock baton officers. Leave the shield officer for last; once all the enemies 
are killed, the exits will open up again. Well, kinda.

The door is sealed and must be melted open using one of those explosive acid 
eggs seen earlier. Pick one up like you would any random object and throw it 
at the door to burn a hole right through. While you're here, toss one at the 
wall fan to melt it and toss all the other ones to destroy them. Just trying 
to get a head start on some of the challenges.

If you're really patient and want to get the challenge over with, stay in this 
room and keep using the acid eggs to destroy them. They respawn over time, so 
you can technically break 50 acid eggs and complete the "Omelette Master" 
challenge. Before you leave the hall, though, jump inside the fan duct on the 
left and climb up the shaft to find a [HIDDEN SPIDER].

Once ready, go through the hole in the door to reach a very large room. 
Scorpion seals himself behind a door, and the only way to get it open is with 
additional help. The scientists in the room all hide from the scorpion 
creatures, so we must help save them before we can get the door open.

The P.E.P. officers and the scorpion creatures will duke it out, leaving you 
to choose sides. Choose neither, and help kill off both sides. Before rescuing 
the two scientists, lets explore the multi-floored area. The top floor is 
pretty empty: there is a wall fan here that you should melt, but that's it.

Drop down to the bottom floor (marked "Level 3"). Head to the south end of the 
area (south side being the direction where you entered the area). From here, 
look in the corner on your left to locate another [HIDDEN SPIDER].

The second Hidden Spider is a lot harder to find, but still manageable. On 
Level 3, walk towards the west side, where there is a door you can melt to 
find a scientist. Ignore it for now and continue out along the walkway. From 
here, turn back around and face the door again. Look below with Spider-Sense 
on, and you should notice a fan on the wall below the platform you're on.

This fan can be destroyed with an acid egg, but you must use one of the eggs 
nearby and throw it downward to the fan. For the most part it locks on, but 
pick up an egg and move the camera so it's tilted down towards the fan. Throw 
it to melt the fan, then Web Zip inside to reach the [HIDDEN SPIDER].

From here, zip back up to the platform and use an acid egg to melt the door 
open. Inside, swing across the acid floor and pick up the scientist. Bring him 
up to the northern end of the top floor and drop him off. The second scientist 
is on Level 4, so drop down a level and look for another door you can melt. 
Take out any nearby officers or scorpion creatures first, then burn a hole 
through with an egg. Rescue him and bring him to the dropoff point.

As the two scientists try and get the door open, scorpion creatures will come 
by the bunch to stop them. The first few baddies aren't that hard to take 
down. After a while, things start to pick up as more eggs appear and hatch to 
create more scorpion creatures. Both scientists will be attacked 
simultaneously, so use Accelerated Vision to slow things down and protect them 
both. Try picking up eggs and throwing it to prevent the birth of more 
enemies. Eventually, the door will be opened.

The following hallway is mainly covered in acidic goo. Climbing the walls 
seems like a prime idea, but they are littered with acid eggs. Just Web Swing 
over the pools of acid. There's another wall fan in this hall, so melt it open 
and collect the [HIDDEN SPIDER] inside.

On the far end of the hall are two officers. Defeat them to trigger the 
appearance of two red P.E.P. captains. Use Air Launchers to juggle them if 
they are blocking your attacks and throw any nearby acid eggs at them to give 
them a nasty burn. Next, burn a hole through the door and slip through. 


=== BOSS: Scorpion ===========================================================

At the start of the battle, Scorpion will dash towards you and perform a sweep 
with his tail. Enter a defensive stance to avoid the attack, then get behind 
the boss and begin punching his back. He follows up by plunging his tail into 
the ground. Avoid getting hit and his tail will get stuck in the ground, 
giving you another window of opportunity to attack.

After this lone attack, Scorpion rarely stays on the ground and instead hops 
all over the place, often on the side of a wall. In order to get him down, 
wait for him to shoot out acid eggs on the ground. He will shoot three clumps 
of acid at you. Each one that misses you will land on the floor and turn into 
acid eggs. 

After shooting out three clumps, pick one up and throw it at the boss to knock 
him down. Run up to him and press B to unleash a flurry of offense. Doing so 
will take out a nice amount of his health. Scorpion then pushes you off and 
jumps to another section of the arena (which is split into three sections).

Like I said, Scorpion rarely fights you on the ground and will likely climb 
right back up a wall and fire more acid clumps at you. After the third shot, 
toss an egg at him and attack while he is dazed.

If Scorpion does stay on the ground, he will use his two-hit combo by first 
getting low to the ground, then charging. When your Spider-Sense tingles above 
your head, dodge the attack, then back away before Scorpion uses his lunging 
sting attack with his tail. If the attack misses, run in and wail on him. 
Overall, a very easy fight, which explains the challenge that pertains to this 
boss fight.

==============================================================================

Spider-Man gets knocked down a ventilation shaft and ends up in the hands of 
several shock baton officers. Use the benches and crates in the room to defeat 
them. You'll see a cutscene of scorpion creatures attacking helpless civilians 
in a subway terminal.

There are seven civilians in total that you need to save. Most of them are 
either under attack by scorpion creatures or surrounded by explosive acid 
eggs. In the case of the monsters, simply defeat them before you pick up the 
civilian. If they are surrounded by eggs, grab them and swing away before the 
eggs explode.

Keep your Spider-Sense on to help locate all seven civilians. They aren't in 
that much danger, so rescuing them even in the time limit needed for 
the "Quick Rescue" challenge is easy even on your first playthrough.

After saving all of the civilians, use the acid eggs to melt the six wall fans 
in the station. There is a [HIDDEN SPIDER] in one of the fans and another 
[HIDDEN SPIDER] in a second fan. Explore them all to find not only the two 
spiders, but some Spider Emblems as well.

Chase after Scorpion by Web Swinging across the terminal. Defeat a few P.E.P. 
jet bikes, then land as a raging battle commences below. It's the war between 
P.E.P. and scorpion creatures, and you're stuck in the middle of it!

There are only a few P.E.P. officers (some shield officers and two S.I.E.G.E. 
soldiers) and an army of scorpion creatures. If you aren't worried about time, 
let the two sides duke it out a bit before intervening. Use the tons of acid 
eggs around the area to help defeat your enemies. Even rockets fired out by 
the S.I.E.G.E. soldiers will wind up hitting and defeating other bad guys, so 
that's a plus.

Sit back and let the numbers dwindle, then step in and pick off the survivors. 
Use this large battle as an opportunity to wrap up various challenges that you 
need to finish, because now is a good time to do so. Use Accelerated Vision, 
toss acid eggs, do anything to help end this war.

Lastly, it's time to find the final Hidden Spider. Look above you at the giant 
globe hanging on the ceiling. Web Swing or Web Zip up to it, then activate 
your Spider-Sense. Crawl around on the globe; the final [HIDDEN SPIDER] is on 
the very top.

Proceed through the melted door to reach an elevator. Scorpion taunts you as 
the elevator closes and goes up. Wait for the elevator to come back down as 
you combat against the scorpion creatures. There is a relatively large amount 
of them here in the elevator room, so use Accelerated Vision and stay away 
from the groups of acid eggs on the walls.

When the elevator returns to the ground, zip onto the top to reach the roof. 
Another small battle rages on the rooftop between the P.E.P. and scorpion 
creatures. This one is much smaller than the last, but the roof is also very 
tight and doesn't offer the amount of acid eggs as before.

Begin attacking enemies on the roof. Aside from scorpion creatures, you will 
find S.I.E.G.E. soldiers, gunners, and shock baton officers. The scorpion 
creatures are the weakest, so help them kill the officers. The S.I.E.G.E. 
soldiers get really annoying with their constant barrage of rockets, but they 
can also come in handy if you use Accelerated Vision.

After around two to three minutes, Scorpion stops the scuffle and intervenes. 
The roof shatters, leaving Spider-Man falling through the building! This is a 
freefall event, so steer Spider-Man and maneuver around objects, obstacles, 
and other hazards.

When you reach the bottom, you end up in Scorpion's home. He tells Spidey that 
he only stole the fragment at the request of a mysterious woman who promised 
to turn him back human. Sympathy story, yes, but he's trying to kill us. Can't 
let him have his way.


=== BOSS: Chaos Scorpion =====================================================

Chaos Scorpion usually starts off the fight by summoning some scorpion 
creatures to the fray. As you are forced to fight them, he will cling to the 
side of the wall and occasionally drop down onto you. Wait for a green ring to 
appear on the ground and avoid this ring, because this is the boss's target 
point for his jumping slam attack.

Spending time solely on killing scorpion creatures isn't such a great idea, 
because the boss will always create more of them. Leave one or two alone so 
that Chaos Scorpion doesn't make another new batch. Focus on the green rings 
that form to let you know where his slam attack will take place.

After successfully dodging one of the boss's jumping slam attack, run over and 
activate Accelerated Vision before unleashing a few combos on him. He will 
shake it off and jump back against the wall before repeating the process all 
over again. He usually repeats this attack a number of times before changing 
things up.

Eventually, the boss will fill the room with toxic gas. Quicky Web Zip onto 
the upper level of the room. You can walk around the outer perimeter as Chaos 
Scorpion does more of the same: he will summon more creatures to do his 
bidding as well as use his slam attack from above.

When Chaos Scorpion jumps onto the piece of debris hanging from the ceiling, 
he will shoot out three acid blasts from his tail. Dodge roll all three, then 
pick up an acid egg that forms and chuck it at him. The boss falls to the 
lower level as a portion of the ceiling melts away. The toxic gas also 
dissipates, granting you access to the bottom level.

The battle strategy is pretty much the same all over again, but Chaos Scorpion 
mixes things up a bit with his attacks. Now after using his slam attack, he 
immediately follows up with a quick lunge. You're not out of the clear after 
avoiding his initial slam, as you also have to roll out of the way of his 
lunge. The boss gets his claw stuck in the ground, allowing you to attack.

Repeat this until the boss fills the room up with gas. Return to the upper 
ring and continue countering his duel attack. When Chaos Scorpion returns to 
the hanging piece at the center of the room, avoid the acid shots and hit him 
with an acid egg. A second portion of the ceiling melts away.

The battle strategy repeats itself again a third time, but yet another twist! 
Chaos Scorpion now uses his jumping slam and a lunge attack right after. Now 
following the lunge attack is his patented swing/sting combo from our first 
fight against him. Dodge all three attacks, then move in for the kill.

Fight him on the ground, retreat to the upper level, fight him on the upper 
level. Lastly, wait for Chaos Scorpion to retreat to the center and use his 
acid shot attack. Toss an acid egg at the boss for a third time. This time, a 
third portion of the ceiling dissolves, sending a gigantic pile of debris 
right on top of the monster. Sayonara.

==============================================================================

Ya know, I kinda feel bad for Scorpion and how things turned out. Well, kinda. 
Oh well; we got the tablet fragment back, and that's all that matters!


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Deadpool (Ultimate)                                                    [0334]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 105+            | 00:35:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 90-104          | 00:45:00-00:34:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 40-89           | 01:00:00-00:44:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-39            | 01:00:01+           |
o-----------------o------------------o-----------------o---------------------o

Judging by the opening cinema, this looks to be a very entertaining level. 
Walk down the path and enter the building in front of you. A camera pops up 
out of the ground and begins a live broadcast of the show. Let Deadpool know 
that you're done playing games by destroying the camera. He throws a hissy 
fit, but ignore him and exit through the other door.

Spider-Man has full access to the oil rig in which Deadpool's reality TV show 
takes place. He starts off by sicking some diehard fans on you. These may be 
nothing more than fanboys, but they sure can fight. Defeat the army of fanboys 
that come your way.

Okay, this is going to be tough to explain. You basically have free reign over 
the entire oil rig here, which is a LOT of room to explore. You can basically 
go anywhere you would like in order to collect various goodies and smash more 
video cameras.

For the record, you are on the southwest corner of the oil rig. Walk east to 
find the second camera and destroy it. Return to the starting point and go 
north to find the third camera, right in plain sight. 

Web Zip up towards the yellow pipes, then repeatedly Web Swing so you can gain 
some leverage to reach the underside of the helicopter landing pad above you. 
While underneath the helipad, look on the side of the wall to spot the first 
[HIDDEN SPIDER].

Now you are in the northwest corner of the oil rig. There is one camera here 
on the landing pad that you should destroy. Some cameras can shoot you, so 
watch out. Take down the fanboys and fanboy gunners. You may encounter a 
superfan, which is the equivalent of a captain. He can block and throw 
grenades.

There are two more cameras on the ledge connected to the landing pad. That 
should be six out of eight cameras destroyed. You want to make sure that you 
have fully explored the entire oil rig before breaking the final camera. There 
are tons of Spider Emblems and several Hidden Spiders that we have to find 
first.

From the landing pad, start making your way east. Near the center of the oil 
rig is a humongous spire that towers over the rest of the complex. Web Swing 
past it towards the two cranes nearby. Get on top of the cranes, then double 
jump and Web Zip over to the side of the spire. You can find the next [HIDDEN 
SPIDER] here on the upper balcony of the spire.

Jump north from the spire towards the large red beam sticking out of the side 
of the oil rig. This is the northern tip of the rig. From the red beam, walk 
back towards the wall and climb onto the large "Pain Factor" sign just above 
the beam. Snag the [HIDDEN SPIDER] crawling on the bright neon sign.

Swing over towards the eastern side of the rig. The far east end is noted by 
the long pipes that lead to a tower in the distance. There isn't anything 
important on the tower aside from a few Spider Emblems. If you go over there, 
be careful of the steam that shoots out from the holes in the pipes.

From the eastern end, swing south to find yourself at another helipad in the 
southeast corner of the oil rig. Defeat any enemies nearby and stand on the 
helipad. Jump onto the platform north of the helipad and walk north. Below are 
two exhaust fans and beyond that is a large caged area. There is a hole in the 
bottom of the caged area that you can sneak into. Go inside, then climb all 
the way to the top of the caged area to find a [HIDDEN SPIDER].

That was the first four Hidden Spiders. Now roam around the entire oil rig and 
kill every enemy you can. There are mostly fanboy gunners, regular fanboys 
with bats, and a few fanboy captains. Spend the time to find most (if not all) 
of the Spider Emblems. Just pop on your Spider-Sense and comb the oil rig for 
goods.

Now it's time to take care of the final few cameras. You should still have 
only six of the eight cameras taken out. You can use your Spider-Sense to find 
most of the cameras, since they are marked. One of the cameras is on the far 
corner of the map, in the southeast region. It's actually on a drilling tower 
that you have to Web Swing over to. Do so, and destroy the fanboy gunners 
before eliminating the camera.

The final camera is also close by. Return to the helipad on the southeast 
corner and Web Swing up to the platform west of your location. A number of 
fanboys will emerge from the doors and give you trouble. After taking every 
last one out, destroy the last camera here.

The first set of cameras are gone, but Deadpool reveals that he has another 
full set waiting to roll. These four are much harder to reach and destroy. 
From your current location (the southwest corner), head east to the helipad in 
the southeast end. There is a flamethrower camera that is behind a mesh gate.

There is no way to destroy the camera from the other side of the gate. If you 
get too close, it begins to spew out fire. Instead, walk on the yellow pipe to 
the left of the gate and look up. There is a hole in the wall above the pipe 
that you can enter. Crawl through the ventilation duct to reach the room 
containing the camera. One down.

With your Spider-Sense on, head towards the northeast corner. Walk around on 
the floor to find an open door. Go through and disarm the gunner, then look 
below. There is a TV camera that sinks into the ground if you get too close to 
it. Stay back and throw an object at the camera to break it.

Return to the catwalk above and continue through another door. You'll witness 
a cutscene where a huge Deadpool fan enters the room. He does not attack you, 
for a wave of regular, baseball-bat toting fanboys takes you on first. Enter 
Rage Mode and go to town. I managed to have little trouble with these guys 
while in Rage Mode, and continuously beating on baddies kept the Rage Meter 
filled.

The huge Deadpool fan takes you on after you have disposed of the little guys. 
He fights the same as any other heavy enemy we have ever encountered in this 
game. Use a finishing grab to take him out, and destroy the camera in here if 
you haven't already.

The final camera is flying around the perimeter of the oil rig. It floats 
around in a circle near the center of the rig. Return to the surface and zip 
up to one of the construction cranes near the middle. Wait for the camera to 
float by, then jump and use a midair Web Strike to smash it.

Deadpool gets a little jealous and knocks you out. He finally decides to face 
off against Spider-Man in person after hiding behind the camera all that time.


=== BOSS: Deadpool ===========================================================

Ah, I love Deadpool. He's such a comical, exaggerated character. You will get 
to see this first-hand during the boss fight. He is a competant fighter,
skilled in close-hand combat and pretty good with a gun in his hand. Too bad
he acts like a total goofball and stops to break the fourth wall.

Deadpool mainly attacks using his guns, firing them while pulling off 
acrobatic flips and other fancy moves. Sometimes, he will put his guns away 
and take out two knives. When this happens, the boss is ready to use a nasty 
three-hit combo. Dodge each attack until after the third one, then begin your 
attack combos.

Occasionally, the boss will also jump backwards and throw three grenades at 
you. Locate the three shiny balls and get as far away from them as possible. 
If you can't find them, just run up to Deadpool since he will obviously stay 
out of the reach of an explosion.

After taking out around a quarter of his health, Deadpool begins teleporting 
around the room in order to get away from you. What does he do when he creates 
separation? He pulls out his phone and starts taking calls. At this time, 
other fanboys storm the dock. Don't worry about most of the enemies: only take 
out ones that happen to be next to the boss.

Fanboys, fanboy gunners, and even huge Deadpool fans will all be present in 
the arena. As you take one down, another one shows up in their place. It is a 
neverending flow of baddies, so there is no sense trying to defeat them. Use 
your Spider-Sense to track down Deadpool himself and deal with him. The only 
time you should stop and take a breather is if you are low in health and need 
to collect a Spider Emblem.

When you track down Deadpool, press B to interrupt the phone call and knock 
him silly. He will resume fighting in that location. This may be problematic, 
since he tends to teleport onto small platforms or narrow walkways, giving you 
little room to fight. After you knock Deadpool down, he will hunch over on the 
ground. Don't fall for his little trick: if you run over and attack, the boss 
will counter. Either throw an object at him or back away until he gets up.

Following this, Deadpool will repeatedly teleport to a new location after 
about a minute of fighting. It gets to a point where you're playing cat and 
mouse with the boss. Keep on zipping and swinging after him when he starts 
talking on his phone and press B to wither down his health. Enter Rage Mode 
when the boss begins fighting again to speed up the process.

==============================================================================

Deadpool tries to escape via boat, but Spidey hangs on and tails him to a 
second oil rig.

Spider-Man ends up in a large silo. Begin by climbing up the wall and go 
through the first gap in the surrounding pipes. After passing the first gap, 
go to the left and avoid the steam jets to locate a [HIDDEN SPIDER]. From 
there, it's a lonesome trip to the top.

I'm telling you, man. Tailored. Scuff up the fanboy's new suit and finish off 
his buddies as well. It's up to you to smash another set of cameras on this 
expansive oil rig.

You start off on the south side of the rig. Jump up and Web Zip to the right 
and climb on one of the giant cranes. From here, turn back around and look at 
the large tower that you just emerged from. Double jump and Web Zip over to 
the top balcony to find yourself another [HIDDEN SPIDER].

There are two flying cameras up near the eastern end of the rig. If you stand 
on the top of either two construction cranes, you can Web Strike them down. 
There goes two of the nine cameras here.

Head down to the southeast corner of the oil rig, which is pretty much right 
below you. Destroy the two gun-mounted cameras down here. Follow the platform 
here while avoiding the electronic pistons that move in and out of the wall. 
You can find three more cameras here. Destroying them all should bring your 
total to seven cameras out of nine.

One more camera in the distance. Wait for the pistons to go back into the 
wall, then Web Swing across the gap to the platform in the distance. Smash the 
camera; eight down, one to go.

Backtrack to the southeast corner and look over the railing to the orange 
caged area. Hop down onto the platform to go inside and climb up through the 
mesh caging to enter a hidden TV studio. Collect the [HIDDEN SPIDER], then 
exit and leave the caged area.

Swing over to the middle of the oil rig and onto the top of the building to 
find two huge Deadpool fans. Exterminate them both as more fanboys drop down 
from a helicopter. Eliminate them all. You can search the western side of the 
oil rig as well. There are a bunch of flaming smokestacks along with plenty of 
Spider Emblems. Also, you can find more fanboys here as well.

Swing over to the drilling tower in the northwest corner of the rig. Stand on 
the topmost antenna and look south. Peer down below and to the right. See the 
building with the blue wall and the orange stripe? If you can see it from 
here, you will likely also spot the [HIDDEN SPIDER] crawling on the side. Dive 
down onto the side of the building and collect the spider.

We now have all Hidden Spiders. Spend the rest of the time roaming around, 
defeating enemies, and collecting Spider Emblems. When you are ready to go, 
track down the final camera. It is behind a mesh gate near the middle of the 
oil rig. Land on the ground and turn on your Spider-Sense: there is a 
ventilation duct that you can Web Pull open. Crawl inside the vent and break 
the final camera.

Final camera? Well, not exactly. Like before, another set of cameras pop up 
after the destruction of the ninth camera. The seven flamethrower cameras are 
on the eastern side of the oil rig. Drop down and maneuver behind them so you 
can avoid their flamethrowers. Use random objects to destroy each one.

Lastly, two more cameras pop up in the oil rig! One is right above you, so Web 
Zip to the platform above and go inside the TV studio room. It sinks into the 
floor when you get too close, so keep your distance and throw an object at the 
camera instead.

Two machine gun cameras also appear in the room after the first blows up. Take 
them out with whatever means you would like. Fanboys will flood the room. 
First, the gunners show up. Disarm them for the baseball bat fanboys to arrive 
with some more gunners. Enter Rage Mode and tear them to pieces. When the 
exits open back up, leave.

The final camera is on the western end of the oil rig. Swing over to the 
smokestacks and land on the platform between the central portion of the rig 
and the western portion. As soon as you take down the camera, four more appear 
around the perimeter of the platform. Jump out of harm's way and smash all 
four to bring the total to eight.

Follow Deadpool to a large building and go inside. The doors lock, and 
Deadpool notifies the fans that we are taking a commercial break. During the 
message from the sponsors, random fanboys will run in and beat down Spidey. 
Baseball bat fanboys, shield fanboys, fanboy gunners, and even a huge Deadpool 
fan!

There are several Bop Bags inside, so this is a good place to finish the 
challenge if you haven't already. You should also use the red explosive drums 
that are piled up in the corners of the building. The key to surviving the 
commercial break is to use Rage Mode. Once the commercials come to an end, 
take out the remaining foes and exit the building.

On the balcony, Deadpool announces that a certain someone is about to detonate 
a massive amount of underwater explosives and create a tidal wave to tear 
apart the oil rig! Gosh, I wonder who would do such a thing...

Start Web Swinging forward past the suspended cargo crates. When you land on 
the platform, the event will start. Begin Web Swinging forward, and 
occasionally Web Zip to the horizontal pipelines as well to get some footing. 
You can also zip up to the platforms above if you want. You have to make it to 
the first wall before the tidal wave comes and washes you away.

It's really straightforward. You just swing forward until you reach a wall. 
When the tidal wave smacks the wall, drop down the other side and continue 
along.

When you reach the third wall, a gigantic tidal wave comes your way. Stand on 
the diving board and wait for the tidal wave to carry the cargo boat towards 
you. When you start to see water splash on the screen, jump down and Web Zip 
onto one of the antenna. Keep zipping along the side of the boat until you 
reach the opposite side. Wait as the screen turns, revealing a suspended cargo 
crate. Zip up to it to escape certain death.

Spider-Man enters the octagon for the much-anticipated fight against Deadpool! 
Seriously, you're inside a cage. What is this, UFC?


=== BOSS: Chaos Deadpool =====================================================

Interesting: Deadpool uses the power of the fragment to split into three 
separate versions of himself. You will have to take on three Deadpools at 
once! Each Chaos Deadpool has their own signature weapon: one has a pair of 
machine guns, one has a knife, and the third throws grenades. If you think 
about it, each one uses attacks that Deadpool used during his first battle. He 
used all three attacks the first time we fought him, but this time there is a 
boss designed specifically to use each one.

Of course, it is important to identify which Chaos Deadpool clone is attacking 
you and how to avoid their signature attack. The gun-toting clone will only 
use his machine guns: he will jump around in the air and do somersaults while 
firing away at you. When he is forced to reload, use a Web Strike and use a 
few combos on him.

The knife clone only uses a three-hit knife combo. He will slice, then use a 
cross slash, then a lunging stab. Make sure to avoid all three consecutively 
so you aren't blindsided. Other than that, he doesn't do anything else. Yeah. 
Only one attack. Seriously.

Speaking of only one attack... the grenadier Deadpool clone will only throw 
grenades. He will jump backwards and throw three grenades on the ground, which 
detonate shortly thereafter. The constant throwing of grenades can get very 
annoying when you are trying to focus on one of the bosses. Naturally, you 
would want to take him out first. If you aren't concerned about the challenge, 
then go right ahead.

The three bosses also have a joint attack that requires a bit of teamwork. If 
there are at least two Deadpool clones left, they can attempt to use a health-
draining attack. One clone grabs you from behind while another appears with a 
cheap wig and microphone. As the clone begins to interview you, your health 
will slowly drain. Repeatedly tap B to free yourself and escape.

Make sure to focus on one Deadpool at a time. If you try to split things 
evenly, then the battle will drag on far too long. Focus on one at a time. 
Like I said, if you aren't worried about completing the challenge, then go for 
the grenadier first.

When a Deadpool clone is defeated, the remaining escape the cage as the camera 
zooms out. Bop Bags are then dropped into the ring before detonating. They are 
dropped down in various formations, such as lining the perimeter or in the 
shape of a heart. You can either dodge them on foot or Web Zip to the top of 
the cage and avoid it entirely.

Naturally, the battle becomes easier after eliminating one of the boss clones. 
Again, continue to focus on one at a time and enter Rage Mode whenever you get 
the opportunity. It is an interesting concept for a boss fight, but at the 
same time it is pretty easy as well.

==============================================================================

Show's over! Oh, Madame Web and your obnoxious puns. Finishing all four levels
wraps up Act 2.


==============================================================================
 ACT 3                                                                  [0340]
==============================================================================

Act 3 consists of four levels:

1. Juggernaut (Amazing)
2. Goblin (Noir)
3. Doctor Octopus (2099)
4. Carnage (Ultimate)

All four levels are unlocked at the start of the Act. You can complete them in 
any order. All four levels must be completed in order to move onto the Final 
Act.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Juggernaut (Ultimate)                                                  [0341]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 60+             | 00:35:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 45-59           | 00:45:00-00:34:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 25-44           | 01:00:00-00:44:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-24            | 01:00:01+           |
o-----------------o------------------o-----------------o---------------------o

Juggernaut picks up the tablet fragment just as Silver Sable tracks him down 
and tries to arrest him. Spidey can't let her take him in without getting the 
fragment back first, so he creates a little distraction to get Silver Sable 
out of the picture. However, Juggernaut is poised and ready to fight!


=== BOSS: Juggernaut =========================================================

Yup. Unlike previous levels where you fought a boss relatively early on, this 
level starts off with a boss fight, right off the bat! Juggernaut isn't the 
sharpest knife in the drawer, and the battle begins with him charging wildly 
around the arena like a bull. Stand somewhere, and the boss will follow by 
chasing after you like a buffoon.

Aside from running around, Juggernaut also has a standard punching combo and a 
diving fist smash. When he uses the latter, dodge to the side to make the boss 
vulnerable. Juggernaut will hunch over, giving you a few seconds of time to 
damage him. When he gets up, back away before he punches your or slams his 
fists down on your head.

At times, Juggernaut will pick up a nearby vehicle and throw it at you. Of 
course, this only happens when he is standing right next to one. Each of the 
vehicles deal different amounts of damage, with the biggest ones dealing the 
most (the cement mixers more than the bulldozers and the pickup truck). It 
doesn't really matter, since you should dodge roll any of them regardless.

There are various times where you will be able to significantly weaken the 
boss. The first is when he uses his diving fist slam, which I already 
mentioned above. The second is after he throws a vehicle at you: he will pause 
and catch his breath. Use a Web Strike, then pound on him before he pushes you 
backwards.

The third is the most fun and can result in you dealing a whole ton of damage 
to Juggernaut. Position yourself so that one of the brown canisters is between 
you and the boss. When he charges at you, roll out of the way so he hits the 
canister. They are flammable and will explode when the boss hits it. Run over 
to Juggernaut and press B to spin him around and toss him like a rag doll for 
a ton of damage.

Weaken Juggernaut and make him vulnerable using one of the above strategies. 
He is a lumbering oaf, so you should be able to dodge the majority of his 
moves. Play it safe and slowly chip away at his health when you get an 
opportunity until his health bar is empty.

==============================================================================

Juggernaut tosses Spidey across the construction yard like a football, while 
Silver Sable spots him and tries to capture you, too!

Wild Pack mercenaries are tougher than your standard enemy. They don't block 
that much, but can roll and backflip out of the way of your attacks. They are 
very quick. Stay on your toes and basically keep yourself in a defensive 
stance the entire time while attacking. Use the upper balcony to run away from 
them and throw objects at the mercenaries from a distance.

After killing around ten of them, walk out of the building for a scene. 
Juggernaut topples over some guys and takes down a helicopter, but another one 
shows up and directs their attention to Spider-Man. There are four shield 
mercenaries and a Wild Pack captain for you to deal with.

Take down the captain first; he's annoying and loves to throw grenades all 
over the place. To defeat a shield mercenary, you have two options. Either use 
a Web Strike Evade (press A during a Web Strike) to get behind one, or attack 
the shield head on before immediately running behind them.

Before killing the last enemy, jump over the wall on the left side of the area 
to find a [HIDDEN SPIDER]: the first of the level. Finish off the final bad 
guy to start up a scene. Remember that helicopter Juggernaut hijacked? Yeah...

Juggernaut stands at the far end of the corridor and tosses debris at you. 
While avoiding this, you will also have to fight random mercenaries. The 
number of Wild Pack members means this is a good time to start on various 
challenges. Ya know, if you're into that type of thing.

Start killin' enemies and walk forward. When you reach the series of steps, 
attack the base of the first step to break off a chunk, revealing a drain 
pipe. Go inside this pipe and collect the [HIDDEN SPIDER]. Exit and eliminate 
the rest of the mercenaries, then exit the corridor.

Run over to the pile of debris and use your Web Pull to reveal an opening into 
the next building. Inside, you will find two Wild Pack captains and two shield 
mercenaries on the ground. Above, some mercenary gunners. Climb to the balcony 
and disarm all the gunners, then drop back down.

When the mercenary captains throw smoke bombs to fog up the room, use your 
Spider-Sense to locate your prey. Make the two shield mercenaries your primary 
targets, leaving the two captains last. Grab all the Spider Emblems in the 
room, then enter the side room on the upper left side of the building for 
another [HIDDEN SPIDER].

Pull off the grating from the vent and proceed into the ventilation duct. Run 
forward and slay the two mercenary gunners. You end up in another corridor 
with Juggernaut throwing objects at you. Here's a second chance at two of the 
challenges if you didn't finish at the earlier section.

Proceed forward, killing the mercenaries as you go. At the end of the passage 
is a large number of gunners and a captain. Finish them all off before 
exiting. Follow Juggernaut through the sewer and to the left. After a 
cutscene, you are brought to a large construction site filled to the brim with 
mercenaries.

From your starting point, drop down a level to find a [HIDDEN SPIDER] on the 
wall. Start killing the Wild Pack mercenaries that come to you. They will 
flock to you immediately after you drop down to the ground, so begin attacking 
them. This expansive area is home to a number of enemies. Gunners are perched 
on the upper balconies while regular mercenaries roam below.

Take down all the gunners on the high ground, then proceed to the far end. 
There is a huge army of mercenaries stationed between two of the construction 
workers. It's hard to take down such a huge number without the use of Rage 
Mode or Accelerated Vision, but there are several Spider Emblems in this area.

Once you have cleared the construction area of all mercenaries, it's time to 
rescue the civilians. Two are on either side of the area, while one is stuck 
in a hole in the center. Take each worker to one of the consoles on the upper 
balconies along the side of the building.

Even more mercenaries show up after the construction workers have lowered the 
flames. Deal with them accordingly, then go through the new opening. Run up 
the street towards Juggernaut, who climbs up the side of the Oscorp building.

Before following him, walk forward and down the ramp to find a [HIDDEN SPIDER] 
at the base of the building. Walk back up the ramp and walk forward to where 
you entered the area. Head above the ramp and enter the alcove to the right to 
find a [HIDDEN SPIDER] crawling on the wall.

Lock onto Juggernaut and begin zipping up the debris that he throws down to 
you. When you reach a high enough level, you can Web Zip onto the first 
segment. He escapes to the rooftop and you are forced to follow. If you want 
to complete all the level's challenges, you must play this level twice. There 
is no way to collect the two Hidden Spiders on the side of the Oscorp building 
AND scale it in 45 seconds. You must pick one or the other.

First: the long way. Start by going up the first couple platforms, then stay 
here on the lower end. Walk along the ledge and swing around the side of the 
Oscorp building. Zip up to the first set of scaffoldings directly on the side 
of the building. As you move up the scaffoldings, you should come to a [HIDDEN 
SPIDER].

Continue your ascent up the Oscorp building. The final Hidden Spider is on 
another scaffolding platform, but near the top of the building. The last two 
can be a pain in the ass to find because you cannot really take the time to 
explore the side of the building with helicopters firing missiles at you.

Try to zip up to one of the construction cranes. Find the one that is right 
next to a tower with a square platform on the top. From here, jump onto the 
platform and look on the side of the building. Leap onto the scaffolding near 
the square platform to reach the last [HIDDEN SPIDER].

Web Swing/Web Zip the rest of the way to the building's roof. Juggernaut 
ambushes you as you enter first-person mode. Pound away on Juggernaut's helmet 
and dodge his hooks by pressing Down on the Left and Right Analog Sticks. When 
Spider-Man rips off his helmet, continue beating on him and evading his blows. 
Eventually, the real fight begins.


=== BOSS: Chaos Juggernaut ===================================================

Juggernaut loses one power source and gains another. Even without his helmet, 
Juggernaut uses the power of the tablet to gain super strength. I bring to 
you: Chaos Juggernaut!

The boss still retains many of the moves used in the first battle, but they 
are all intensified due to his immense strength. Now when he uses his diving 
fist slam, he begins to repeatedly punch the floor. It looks silly when he 
misses, but if he does manage to grab you during the take, you're in for a 
world of hurt. He still uses his three-hit combo, but that's pretty much the 
same as before.

The boss also has new attacks, of course. The boss will leap and plant his 
foot as debris shoots up from the ground and out in front. You'll have to back 
away even farther than normal to avoid getting hit by the mini-shockwave. 
Also, Chaos Juggernaut will kneel down and clap his hands, creating a gust of 
wind. He usually performs this attack several times in a row.

Chaos Juggernaut will sometimes leap out of the building, then come crashing 
down a few seconds later. It is hard to time when he is going to land; when 
you see him exit the building, start Web Swinging or Web Jumping (press and 
hold A when in the air) to stay airborne by the time he lands. This attack is 
very powerful, as it creates a massive shockwave.

There is no way to really weaken Chaos Juggernaut this time around. He does 
not use his bullrun attack that he was best known for in the first boss fight, 
so you cannot tire him out or steer him into hazardous objects. You kinda just 
have to run up and start wailing on him.

Of course, attacking him face-to-face is a dangerous tactic; he can grab you 
and proceed to beat you into a bloody pulp. We don't want that. Use a Web 
Strike Evade to get behind the boss (or just run behind him) and try out a few 
combos on him. He will likely roar as an ensuing soundwave knocks you 
backwards, but at least you got a few shots in on him.

Every so often, the boss will stagger and you will be able to grab him with B 
and chuck him across the arena. This usually happens when you deplete a 
quarter of his health. Chaos Juggernaut will be vulnerable when he misses some 
of his attacks, like his fist slam and stomp attack. Dodge it, then make him 
pay. Keep a defensive stance and whittle away at his health; always play it 
safe, since the boss can drain your health in a jiffy.

==============================================================================

I'm the Juggernaut, b-- well not anymore, because you just got owned.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Goblin (Noir)                                                          [0342]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 20+             | 00:35:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 15-19           | 00:45:00-00:34:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 10-14           | 01:00:00-00:44:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-9             | 01:00:01+           |
o-----------------o------------------o-----------------o---------------------o

Spider-Man must rescue the carnies that are being kept prisoner in the 
entrance to the carnival. As anyone who has been to a carnival would know, 
they are lit up like Christmas trees. Even excluding things like lamps and 
spotlights, many attractions are coated with neon signs and lights. As a 
result, sneaking around can be very difficult here.

In addition, fireworks will be set off periodically. They will light up the 
sky and bathe the entire area in light for a second or two. There's really 
nowhere to hide from it, so make sure you aren't standing near an enemy when 
the fireworks go off.

As in previous levels, try to start off the level by going undetected. 
The "Stealthiest" challenge is one of the tougher challenges in the Noir 
dimension, for you have to capture ten guards without raising the alarm. The 
strategy will help you take the first ten out without being spotted. If you 
mess up, then retry. It should not be a big deal, as it is the beginning of 
the level.

Start by climbing along the wire you start off on and zipping onto the tower 
on your left. Capture the two guards here and then fall down to the ground. On 
the underside of the tower here is a [HIDDEN SPIDER]. There is a second 
[HIDDEN SPIDER] very close by, crawling on the side of the tent in the 
southwest corner of the area.

The first carnival worker is nearby, inside a cage in front of a concession 
stand. The two gangsters standing in front of the cage are easy pickings. Hide 
near the tents behind them and wrap 'em up. However, you will have to take 
down the two standing on top of the concession stand as well.

Flanking the stand is hard since there's nowhere to hide in the darkness. Go 
towards the center of the carnival near the merry-go-round, then work your way 
back around to the back end of the stand. Crawl up the side of the stand to 
get on top, then take down both guys. 

That should be six gangsters taken out without setting an alarm. Web Pull the 
cage open and grab the civilian; bring him to the dropoff point, which is on 
the other side of the carnival gate where you began the level.

Go back inside the carnival and start on the eastern end this time. A pair of 
gangsters are patrolling the ride here. It's covered in light, so wait for 
both to turn their backs; capture one, then retreat into the shadows before 
pursuing the next.

Go north and capture the lone gangster who has his back turned to you. I 
wouldn't mess with the guys north of here at the second civilian point, 
because there are far too many guards that can notice you. Instead, pick up 
the [HIDDEN SPIDER] crawling along the building on the eastern end of the area.

Run back to where you found the first civilian. Head to the right side of the 
cage and go north from here. There are several tents and stands that you can 
hide behind. Taking down one more enemy to make an even ten shouldn't be too 
problematic.

Stay here and continue through the rest of the enemies. Zip up to the tower in 
the northern end of the carnival and take down any gangsters traveling below 
you. Jump down onto the raised platform and defeat the two guards up here. 
Take down any remaining bad guys (there should be only one or two if any) and 
free the second civilian.

Before you bring him back, search the underside of the northern tower to 
locate another [HIDDEN SPIDER]. Bring him back to the dropoff point to leave 
only one civilian left. Storming the guard tower from the south is a bad idea, 
so I suggest going in from the west end.

Return to the north end of the tower and head east to the guard tower. Climb 
up the side of the building to the first roof; wait for the guard to turn his 
back, then hoist yourself onto the roof and use a stealth takedown on him. 
There are two more guards that stand still inside the tower; they should be 
easy to capture.

Climb up towards the top of the guard tower. One gangster patrols while the 
other stands still. Wait until you're in the clear, then capture both. One 
last enemy resides right in front of the cage. From the roof, you can lean 
right over the edge and use a takedown from above.

Before freeing the civilian, drop down to the ground and search the eastern 
side of the guard tower for a [HIDDEN SPIDER]. Make sure you have collected 
all of the Spider Emblems and Hidden Spiders in this area before rescuing the 
final carnival worker.

A giant wooden clown door begins talking to Spider-Man. Naturally, run over to 
the demonic door and see what's up. Goblin ambushes you from the other side of 
the door. In first-person mode, dodge his stomp and punch him a few times. 
Keep this up until he escapes.

Go through the clown door and into the tent ahead. The lights dim and turn 
back on, revealing a pack of gangsters. Knock the giant inflatable ball around 
the tent and have it smack into people like a pinball. Also try and use a 
Spider Stomp with all the enemies surrounding you to finish the "Back Off!" 
challenge.

After the grenadiers and regular gangsters bite the dust, a couple with 
baseball bats enter the tent. Finish them off as well for Goblin to appear 
once more. Follow the procedure in the earlier first-person scenario for this 
one as well. Wait for Goblin to escape once more like a coward.

There are three more civilians that you need to rescue in the second sector of 
the carnival. Like before, fireworks will be launched in order to help 
illuminate the area. At the tent exit, look to your right to find yet another 
[HIDDEN SPIDER] on the side of a cage. Head up the path to the fairgrounds 
area.

Start off by going to the right and climbing up the wall. There are two guards 
on the balcony here that you can take care of (remember, try to use different 
types of takedowns in order to use all six). Climb up to the top of the 
building and capture the lone guard here, then free the civilian. He will flip 
a switch nearby... not sure what it does.

Drop down on the ground and subdue the two guards walking around on the 
street. They can be a pain when you are trying to rescue the other workers. 

Head to the western end towards the tower and start crawling up the side. It 
is hard to stay hidden in this area, because three gangsters are situated on 
top of the tower. You're probably going to get noticed as you take down one of 
the guards. It's a terrible strategy, but all I could manage to do is take one 
down, get spotted, run away, take down the second, get spotted, run away, and 
take down the third. Really messy, but that tower is a pain in the ass.

After you finally capture all three pesky guards, rescue the civilian. Go 
inside the cell that the civilian was kept inside and jump up to the ceiling 
to grab another [HIDDEN SPIDER].

The third civilian point is much easier to reach. From the tower, leap through 
the shadows to the balcony where the civilian is. The two guards here should 
not give you trouble. Climb onto the roof and defeat the other gangster before 
freeing the final civilian. For this last one, you'll need to pick him up and 
bring him to a dropoff point at the north end of the area.

The gangsters at the front of the haunted house all run inside. Follow them by 
going through the clown door.

You emerge inside a room filled with multiple clown doors surrounding you. The 
room slowly begins to fill with toxic gas, and you must choose the right door 
to go through. If you Web Pull the wrong one, you take a huge chunk of damage. 
The poison gas saps away at your health, so you must make a choice quickly.

I've tried to study the doors, and there is really only one telltale sign 
between the real one and the fakes. Pay attention to the eyes on the clown 
doors: the eyes on the real door move around much faster than the others. 
Scope out the room and inspect the eyes on each of the doors. When you find 
the one with the fastest eye movement (it's pretty noticeable), use your Web 
Pull to escape.

The corridor and the room ahead appears to be something out of Inception. It's 
all twisted and contorted, with the ceiling on the floor and the floor on the 
ceiling. Walk forward and go inside the inverted room.

Spider-Man is drugged upon entering the room, and several gangsters enter. The 
effects of the drugs makes your eyesight a little hazy, so the screen will be 
a tad blurry and the camera will be pretty loopy. It can be hard to lock on 
and focus on a single enemy. Irregardless, hold down the Left Trigger to stay 
in a defensive stance so you don't get the crap beat out of you.

Try and focus on one enemy at a time or use strong attacks to hit several at 
once. If you can, take out the grenadier first. Eliminate the baseball bat 
gangsters, then defeat the heavy gangster last to clear the inverted room.

Two spotlights appear on the side of the wall and a clown door opens up high 
on the side of the wall. You must make it through the clown door while 
avoiding the moving spotlights. Before you exit the inverted room, take the 
time to collect the [HIDDEN SPIDER] just below and to the left of the door.

Go through the trippy-looking hallway to enter another toxic chamber. Just 
like before, look for the clown door with the fast-moving eyes. Once you have 
counted out the fakes, Web Pull the real one to escape. Goblin ambushes you 
one more time as you enter first-person mode. Dodge his stomps and punch him a 
couple times before getting tossed down a chute. That's one way to exit the 
haunted house.

Walk forward; Goblin rips a Ferris wheel right off its hinges and sends it 
tumbling down a roller coaster track. Meanwhile, there is a random civilian 
trapped inside a roller coaster car on the track! I hope this random old guy 
is a hostage too, because I'd have to question why he was hanging out in an 
abandoned amusement park by himself. Anyways, drop down and Web Pull the car 
open, then grab the civilian to trigger a cutscene.

Watch the pretty pyro display as you walk up the road to the clown door. 
Goblin has nowhere to hide this time.


=== BOSS: Goblin =============================================================

This boss battle is broken up into a few stages. In the first stage, you must 
target Goblin's weak point: the giant red rash on his back. Ewww. Gross, I 
know. In order to do this, the best way to get behind him is to use a Web 
Strike Evade. Press B to use a Web Strike, then hit A during the process to 
land behind him.

Goblin has several attacks in this portion of the battle. He has a running 
claw swipe, which is pretty easy to dodge since someone of his size can't 
really run that fast. Goblin will also dive in the air and come crashing down. 
Avoid the initial landing, then stay back as he punches the ground to release 
a tiny shockwave.

Also, the boss will unleash a deafening scream, releasing two yellow 
soundwaves in a "V" formation. Even though there's a space in the middle, you 
must run behind him to avoid getting hurt. This move also creates an opening 
for you to attack his weak point. After using the sonic scream attack, the 
boss will stand still and begin yelling more (no soundwaves this time). Run 
behind him and use some strong combos on his weak point.

Goblin's next attacks are mainly used as counterattacks. After you attack his 
back a bit, your Spider-Sense will tingle: back away before Goblin pounds the 
ground and creates a wave. Also if you are facing the boss, he can palm your 
head and toss you across the arena like a ragdoll. Very powerful attack.

After depleting a small amount of his health, Goblin will turn off the lights 
and lumber around the circus tent. Two spotlights spin around the outer edge 
of the room. The center of the room is also lit up. Web Zip around the wooden 
beams and trapezes to get behind the boss. If you step in the light, Goblin 
automatically runs up and attacks you.

Stay on the platforms and the support beams to help hide from Goblin. He can 
attack you up here with his primal scream attack, but only if you are under a 
light. You shouldn't need to use your Spider-Sense here, but it can help 
locate the boss if you lost him. Creep behind Goblin and use a takedown.

The boss gets a little pissed and turns the lights back on. Not only that, but 
he picks up a large pillar and uses it as a weapon. It takes a lot of effort 
to swing the pillar, even for a tough guy like him, so most of these attacks 
are slow and easy to avoid. You aren't always safe behind Goblin, though, 
because he does have a sweeping attack that can hit you from behind. if the 
boss decides to throw the pillar, roll out of the way and wait for him to get 
a new one.

Wait for Goblin to use an overhead smash. It'll take a while for him to hoist 
the pillar back up, so run behind and start attacking the big red rash on his 
back. Quickly dodge when he begins to swing again and wait until the boss uses 
another overhead smash.

When the lights go out again, you will have to lurk in the darkness again. 
Goblin starts using his diving attack while on the ground, but it should not 
reach you if you are up on the perch points. Use another takedown when you get 
the chance (remember, you can use takedowns from above against the boss, so 
you don't have to resort to ground takedowns).

The lights turn on again and Goblin grabs another pillar, but he also sicks 
some gangsters on you. It is a lot easier to have the boss accidentally hit 
and kill his own men rather than you take each individual one down. There are 
a good 20 or so enemies, so it's really fun watching Goblin mow his minions 
down.

You can finish off any surviving members if there are only one or two, but 
otherwise focus on Goblin's weak point again. Keep waiting for that overhead 
slam and get behind him for a clear, open window. This is the last stage of 
the boss battle, so target the weak point until Goblin is no more.

==============================================================================

Goblin is defeated and we have regained the fragment, so that wraps up the 
Noir dimension.


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Doctor Octopus (2099)                                                  [0343]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 45+             | 00:35:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 35-44           | 00:45:00-00:34:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 20-34           | 01:00:00-00:44:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-19            | 01:00:01+           |
o-----------------o------------------o-----------------o---------------------o

Whoah, a female Doctor Octopus? This oughta be interesting. Doctor Octopus 
escapes her lab, triggering an explosion. As you enter freefall mode and 
plummet down the shaft, hold down A to boost ahead of the flames. If you fail 
to boost, the fire will catch up and kill you.

As you are going down the shaft, Doctor Octopus's arms will string across the 
walls in an attempt to stop you. Quickly let go of A to slow down a bit and 
maneuver around them, then start boosting again. Pass through three or four 
chambers until you exit freefall mode.

After a rough landing, Spider-Man and Doc Ock share a few quips before she 
hides in her super special machine thingy. Spidey gets blasted out of the 
chamber and onto a ledge below. Several lab creatures will attack you. 

Fight them on the ground until they teleport onto one of the floating spheres 
above. Zip Kick it off before they can shoot you with a laser beam. When 
defeated, they will drop glowing purple cores that detonate shortly after. You 
can pick up and throw these at other enemies. Kamikaze lab creatures 
eventually show up, and like their name implies, will run up and explode in 
front of Spidey. Knock them backwards to avoid an explosion.

When the exit opens on the high balcony, walk underneath it and jump onto the 
wall. Crawl into the middle of the hexagon symbol to find the first [HIDDEN 
SPIDER], then Web Jump up to the balcony and through the door.

Take out the two P.E.P. gunners as you enter the reactor room. As you reach 
the computer terminal, turn around. Start crawling up the side of the archway 
you just came through and at the very top you will find a [HIDDEN SPIDER]. 
Fall down to the ground and jump past the terminal towards the reactor core. 
Rip it out with a Web Pull to disable the first of four reactors.

More gunners appear from the main doorway. Defeat them by any means possible, 
though hitting three enemies with the flying droids overhead will give you 
the "Alley Oop" challenge. Once the foes have been destroyed, backtrack to the 
previous room.

Around nine gunners appear in the room, both on the balconies and the floor 
below. You will also have to deal with a missile-shooting jet bike. Take out 
all the enemies, then move onto the next lab. You can visit the labs in any 
order. We just got finished with Lab-1, so I'm going to take you through the 
labs in chronological order. Any order works, so you can do whatever you want.

Web Swing counter-clockwise to Lab-2 and land on the platform. As soon as you 
land, the exits seal up and a giant mechanical arm, piloted by Doctor Octopus, 
rolls right in front of you.


=== BOSS: Mecharm A ==========================================================

Spider-Man encounters two Mecharms in this level: one on Lab-2 and one on Lab-
4. Regardless of which of the labs you visit first, you always encounter 
Mecharm A first and Mecharm D second.

What an easy boss battle. Probably the easiest in the entire game. Mecharm A 
only has two attacks: it will move side to side and poke you. Yeah, the finger 
poke of DOOM! (obscure reference FTW) Also, the boss will sometimes pick up a 
glass canister on the side of the arena and throw it at you. As Spidey would 
say: Meh!

There are several hexagonal symbols etched on the ground in front of you. One 
of them will turn purple and begin to glow. Stand on the glowing tile and wait 
for the Mecharm A to use its finger poke attack. Just before it does, dodge 
out of the way and the mechanical arm will strike the glowing tile. With the 
Mecharm temporarily short-circuited, Web Zip up to Doc Ock and press B to 
deplete half of the boss's health. Repeat this once more to finish the fight.

==============================================================================

A scientist will ask for your help as you enter Lab-2. Before you follow, drop 
down the hole on the right and land on the small structure sticking out from 
the side of the wall. A [HIDDEN SPIDER] is down here. Back at the scientist, 
run forward as he makes his way to the computer terminal.

You must protect the scientist from incoming P.E.P. officers while he lowers 
the force field surrounding the reactor core. You will see various types of 
officers: gunners, captains, shield officers, rocket officers, and even a 
S.I.E.G.E. soldiers.

Even though the amount of enemies at a time is daunting, remember that your 
goal is to protect the scientist, not kill every enemy. Only attack the ones 
that focus on the scientist (usually just the regular officers and the 
captains). When they are taken out, use Accelerated Vision to defeat the 
shield officers. If he isn't finished by then, then go ahead and deal with the 
other bad guys.

Rip out the reactor core to disable the second reactor and exit the lab. A few 
rocket officers and a S.I.E.G.E. soldier arrive at the entrance to Lab-2. It 
isn't such a bad idea to use the rocket officers to take down the big guy; use 
your Accelerated Vision to steer the missiles right into the soldier. Deal 
with them accordingly, then Web Swing over to Lab-3.

More lab creatures, at your service. A few of them crash-land on the platform 
and rear their ugly heads. There are only three of them here, so take each one 
down separately. If you fight them one at a time, you can use one of the 
downed creature's purple energy core to damage another one. Zip Kick them when 
they teleport onto the floating spheres and use strong combos to do them in. 
Web zip onto the right balcony for a [HIDDEN SPIDER] and enter Lab-3.

In the small containment chamber, you will be locked inside with about 40 or 
so kamikaze lab creatures. Don't worry, they don't all show up at once. They 
are separated into small waves. Even with the close-quarters, you should still 
be able to avoid significant damage by entering Accelerated Vision. When the 
numbers start to increase, knock them away while in Accelerated Vision.

Continue through the door when it opens for another civilian rescue mission. 
Even Spider-Man recognizes the repetitive nature of these missions! Right off 
the bat, two jet bikes hover to your location. Destroy both, then Web Swing 
across the large chasm towards the first island.

By this time, enemies swarm the area like locusts. You have at least a dozen 
jet bikes, a few lab creatures, and a couple rocket officers. It's mainly jet 
bikes patrolling the skies, but take down the other two enemy types first. If 
you smash all of the jet bikes here, they will stop coming for the rest of the 
rescue mission.

Web Pull the first glass wall and pick up the scientist. Carry her to the 
opposite end of the chasm where you entered; the dropoff point is here. Return 
to where you rescued her and swing to the island across from here. Web Pull 
the glass window open and collect the [HIDDEN SPIDER].

Swing to the next pair of islands. On the left is another scientist, guarded 
by a S.I.E.G.E. soldier and several gunners. Make short work of them, then use 
your Web Pull to free the second scientist. Bring her to the dropoff point, 
then proceed to the third scientist. A few P.E.P. officers are standing at 
their post, though they are joined by a captain and a shield officer the 
second you greet them.

Rescue the third and final civilian, then escort her to the dropoff point. 
You'll be able to see the group of officers waiting for you on the other side 
of the force field, so you know what's in store for you once the scientists 
get the ball rolling and go to work.

Once the force field is lowered, several rocket officers immediately attack. 
Enter Accelerated Vision and use the missiles to blow the shield officer to 
smithereens, then disarm the rocket officers.

Two S.I.E.G.E. soldiers and some regular officers enter the fray, so employ 
the same strategy: when the S.I.E.G.E. soldiers fire their duel rockets, 
direct them into the other enemies for an easy KO. You can even use their 
missiles to kill each other! Once this set of enemies has been cleared out, 
the reactor room will be all yours.

Rip out the third reactor core to leave only one left. Jump onto the hologram 
of Scorpion to find a [HIDDEN SPIDER] just behind it. Wipe out the four 
gunners that try and put a stop to you, then begin swinging back across the 
giant pit. Take down the jet bikes that get in your way, but otherwise ignore 
them and enter the containment chamber again.

After threatening you a bit, Doctor Octopus opens the containment chamber and 
lets you go. Exit onto the landing platform to find some more P.E.P. officers. 
Defeat the rocket officers on the balcony before dropping down to confront the 
two S.I.E.G.E. soldiers. Next, swing over to the final landing platform.


=== BOSS: Mecharm D ==========================================================

Spider-Man encounters two Mecharms in this level: one on Lab-2 and one on Lab-
4. Regardless of which of the labs you visit first, you always encounter 
Mecharm A first and Mecharm D second.

Mecharm D shares the same exact make and model with Mecharm A. They're pretty 
much the same thing. Therefore, this boss battle is basically an exact replica 
of the one earlier in the level! The only difference is that kamikaze lab 
creatures will be present during this boss battle. They usually appear in 
groups of five. Honestly, they don't add much to the boss battle, because the 
boss's poke attack will likely kill them for you.

Just like before, step on the one glowing tile and wait for Mecharm D to use 
its finger poke. Dodge out of the way with the assistance of Accelerated 
Vision, then climb up and attack Doc Ock. Do this a total of two times to 
break the second Mecharm.

==============================================================================

Proceed into another containment chamber, where you will be locked in with an 
army of kamikaze lab creatures. You should know how to execute these fiends. 
When the doors open, go through to reach another large chasm.

Web Swing forward to encounter a couple jet bikes. Look on the left wall for a 
turquoise-tinted structure on the side of the wall. Web Swing/Web Jump to the 
bottom end of the structure and climb up behind the glass wall. Avoid the 
electrical cables as you crawl up to the top. There's a [HIDDEN SPIDER] up at 
the top.

Exit the structure and continue swinging through the chasm. When you reach the 
platform at the end, walk through the door. Another Doc Ock hologram appears 
and runs her mouth off before sicking some officers on you. Just your basic, 
run of the mill grab bag of enemies: you have your regular officers, shock 
baton officers, shield officer, gunner, and captain.

When you get a chance, Web Pull the glass window down to free the lone 
scientist. She will lower the force field to the reactor room. Swing over 
there and Web Strike any jet bikes present.

The two S.I.E.G.E. soldiers here are hard to take down due to the non-stop 
waves of kamikaze lab creatures. I'm not sure if they can hurt the two 
soldiers, but it doesn't seem that way. Once they are both killed, run up and 
remove the last reactor core.

Doctor Octopus has one last trick up her sleeve, as she detonates the reactor 
room. Like the freefall event at the beginning of the level, you must outrun 
the flames before they cook you alive. While Web Swinging, hold down A to go 
faster. At the midpoint, pick up the scientist and continue swinging to 
eventually reach the safe confines of the containment room.

A row of gunners at the landing platform is the last line of defense before 
you meet up with Doctor Octopus. Hmph, pretty pathetic last line of defense if 
you ask me. Web Swing up to the central sphere for a cutscene.


=== BOSS: Doctor Octopus =====================================================

Doctor Octopus starts the fight off inside the machine in the center of the 
room. She will spin around in a circle while constantly firing a laser beam. 
The beam can not only hurt you if you come in contact with it, but if you step 
on one of the tiles on the honeycomb-like floor that has been touched by the 
beam (they glow when hit), you'll get hurt by those as well.

All Doc Ock does is spin around like a ballerina and keep these laser beams 
constantly running. Activate Accelerated Vision and approach one of the three 
reactor cores on the base of the machine. Use Web Pull to yank it out before 
the laser comes and reaches you.

For every reactor core you dislodge, the boss fires off another laser. She 
starts off with one laser, then increases to two once you have removed the 
first core, and so on. Needless to say, pulling out the last reactor core will 
prove to be a tad bit difficult.

Once all three reactor cores are busted, the machine will power down and the 
shield surrounding the boss will lower. Quickly use a Web Strike before she 
can get it back up. Now that she's been knocked from her little coccoon, 
Doctor Octopus will fight you on foot.

In this second phase of the boss battle, Doc Ock scurries across the floor 
like a spider. You cannot hurt her in this phase, for she is encased in 
another protective bubble. All you can do is avoid her like the plague: when 
the boss moves, every tile that one of her tentacles lands on will glow and 
damage you if touched.

Simply avoid the boss until she returns to the middle of the room. As she 
begins to power up, wait for her to release a purple shockwave. For only a 
second or two, Doc Ock's shield will lower after using the shockwave attack. 
Double jump over the wave, then quickly use a Web Strike to stun her. Now 
press B to drain a bit of her health.

This process will repeat until you the boss only has a quarter of her health 
left. As the fight rages on, she will begin to move much faster and pursue you 
harder than ever. You should start using Accelerated Vision in order to avoid 
her and the tiles she activates.

Doc Ock eventually powers up her trusty machine as the third phase of the 
battle begins. Now, she enlists in the help of lab creatures. Doctor Octopus 
floats around the arena - still encased in a protective force field - while 
using her laser attack, albeit this one is slower than normal.

A hologram in the central machine will create lab creates. You can either slay 
the creatures yourself or let the boss do it: position a lab creature between 
you and Doctor Octopus so that her laser beam incinerates the creature before 
it reaches you.

Use the glowing energy cores left behind by the lab creatures and hurl them at 
Doctor Octopus. You cannot damage her any other way, so keep killing lab 
creatures and use their remains to finish off Doc Ock.

==============================================================================

The dastardly doctor has been defeated, but a bit of remorse from Spider-Man? 
Is he just a gentleman... or is there more to it?


=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~
 Carnage (Ultimate)                                                     [0344]
=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~=~

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 45+             | 00:35:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 35-44           | 00:45:00-00:34:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 20-34           | 01:00:00-00:44:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-19            | 01:00:01+           |
o-----------------o------------------o-----------------o---------------------o

Carnage breaks looks from the S.H.I.E.L.D. headquarters and naturally, all 
hell breaks loose. Exit the first room and follow Carnage through the passage 
to a a circular chamber. Drop down and walk past the pile of dead S.H.I.E.L.D. 
agents... just as they come to life! They have been corrupted by Carnage and 
are ready to eliminate Spider-Man at any cost.

These braindead monsters look and act just like zombies, so it can be easy to 
avoid some of their attacks. However, they can also grab onto you and gnaw 
away at you; repeatedly tap B to escape. It's easy to get overwhelmed by the 
first group of corrupted agents, so use Rage Mode and cut them down to size.

After exterminating the corrupted agents, jump up onto the balcony and search 
the hallway to your right. Break the stack of crates to discover a [HIDDEN 
SPIDER] behind them. Return to the ground floor and Web Pull open the door.

A defenseless young woman will seal herself in a room in order to get away 
from the corrupted S.H.I.E.L.D. agents. In order to prevent them from breaking 
down the security door, position yourself in front of the door so that they'll 
have to get through you first. And be honest, it's not like that's going to 
happen.

Activate Rage Mode and tear through the zombies. Eventually, they will 
diappear and the civilian frees herself. She also opens up a door to the next 
area for you. Thanks!

In the next room, you'll get to see Carnage in action. However, he is promply 
stopped by a big, badass robot. As Carnage escapes, he turns his sights to 
you. The S.H.I.E.L.D. slayer is a giant robot equipped with a nasty 
flamethrower. Use the red canisters on him, then finish the job with a heaping 
helping of Rage Mode.

Another S.H.I.E.L.D. slayer is attacking a group of corrupted agents in the 
hangar. Let the zombies kill off the robot before you rush in and pick apart 
the pieces. Disarm the gunners standing on top of the ships and fall off the 
edge to the ground below.

Another war is raging on between zombies and robots. Work on some of the 
challenges; this is a good place for the "Splash Damage" challenge 
and "Maximum Carnage" is you haven't gotten it already.

After going through a whole mound of enemies, follow the path towards a dead 
end; a helicopter is shooting at some of the corrupted agents. On the left 
side of the path is a set of shipping containers. Turn on your Spider-Sense to 
find a [HIDDEN SPIDER] crawling on the side of one.

Another small batch of enemies right in front of the helicopter. Kill 'em all 
and walk forward for a short scene. Chase after Carnage across the downed 
beams to another warzone. Use all of the explosive barrels littered around the 
area to make short work of the enemies; finish off the remaining ones using 
Rage Mode.

There are two doors you can open up using a Web Pull. Activate your Spider-
Sense if you need help locating them. The first door only contains more 
enemies, but the other one holds a [HIDDEN SPIDER]. Ascend the downed column 
to reach the upper balcony and end up in a second hangar.

More corrupted S.H.I.E.L.D. agents combating against a S.H.I.E.L.D. slayer. 
Who woulda thunk it? Intervene, then go through the only open doorway and down 
the hall. In the large room, use the multitude of explosive barrels to get the 
job done. Jump up on the landing pad and take out one more S.H.I.E.L.D. slayer 
before a cutscene.

Four corrupted agents drop down from a ventilation shaft. Dispose of them and 
crawl up where they just came out of. You will be dumped into a prison guard 
room, where there are two zombies to deal with. Web Pull the door open to 
reach the maximum security prison. Well, it WAS a maximum security prison...

Symbiotic creatures enter the prison and attack. Use the charred debris on the 
ground to easily defeat some of the foes. The objects regenerate, giving you a 
steady supply of ammo. When the numbers increase, use Rage Mode to dwindle the 
number of enemies present.

Spider-Man will escape the prison once the last symbiotic creature is taken 
care of. Before leaving, search the jail cells for Spider Emblems and more 
importantly: another [HIDDEN SPIDER].

Hightail it out of the first prison chamber to enter the next section. 
Somewhere in the distance, a lowly scientist screams for help. Web Jump up to 
the second floor and follow the catwalk. You don't have to kill the enemies if 
you don't want to; they will ignore you.

I actually recommend that you try and avoid the S.H.I.E.L.D. slayers and 
symbiotic creatures here: they just slow you down. When you reach the wall of 
fire, maneuver around to the other side to find a jail cell tucked away in the 
corner. There is a [HIDDEN SPIDER] inside.

If you're looking for a laugh, then explore the prison here. One of the cells 
on the first floor is still locked, due to it being occupied by none other 
than Electro and Deadpool! Awww, cell block A5 roomies. How cute.

Grab the scientist on the third floor (use your Spider-Sense). As you pick him 
up, a portion of the far wall explodes, giving you a suitable exit. Swing over 
to the hole and fall down to reach the dropoff point. He thanks Spidey by 
escaping in an elevator. Not even an offering to come join him? What a jerk.

Some zombies bust through a blocked hallway. Deal with them accordingly and 
proceed where they came out from. There is yet another [HIDDEN SPIDER] to be 
found here; this one underneath the raised platform holding the ship. When you 
reach the infected hangar at the other end of the hall, enter Rage Mode and 
dispose of the gunners and symbiote creatures.

Collect the [HIDDEN SPIDER] from on the side of the airplane, more 
specifically on the plane's wing. The hangar door will open when a bunch of 
enemies have been killed (not all, but a fair amount). When the hangar doors 
open on the opposite end, swing through for a cutscene and a boss fight.


=== BOSS: Carnage ============================================================

First-person mode, and this time it's a duel against Carnage! This sequence is 
at a much faster pace than any other previously, so stay sharp. Avoid 
Carnage's tentacle strikes and sharp claws, then punch when you get a chance. 
Spider-Man throws him into a reactor to start the real battle.

Carnage is quick, nimble, and very powerful. His two-hit combo is effective, 
since the second hit has a long reach. Carnage can also use a leaping attack 
that covers a lot of ground and is mainly used when you are far away from the 
boss.

There are some other moves that you likely won't see that much. Carnage will 
sometimes plunge his hand into the ground, and at the same time a giant spike 
emerges from underneath you. He can also counter Web Strikes by sticking 
spikes out of his body like a pufferfish.

By far the most annoying attack that Carnage has to offer is when he melts 
into the ground and ripples through the earth. Tiny string-like pieces 
will "swim" through the ground, and stepping anywhere on the ground will hurt. 
While this move takes place, Carnage will watch from a perch point; almost 
always one of the reactors. Take this time to Zip Kick him into the reactor 
for good measure.

There are two ways to come out victorious: the cheap, yet strategic way, or 
with brute force. I recommend the former, because it is not only easier, but 
also completes a challenge for you. This involves knocking Carnage into the 
reactor.

Web Zip up to one of the two reactors in the arena. Wait for Carnage to zip 
after you; when you see your Spider-Sense tingle, dodge at the very last 
second. If you move away too early, Carnage won't stay on the reactor and will 
immediately jump off. If you get it at the right second, Carnage stays perched 
on the edge of the reactor. Quickly turn around and Zip Kick him into the 
reactor to take out a chunk of his health. Repeat this five times (or more) to 
do some serious damage.

This method gets harder and harder as the boss loses health, so by the halfway 
mark it may not be worth is anymore. Of course, the other strategy is to 
simply beat him into submission. Carnage is fast and has some annoying moves, 
but you have Rage Mode. I recommend a healthy balance of the two strategies to 
ensure a safe and easy victory.

==============================================================================

The boss battle ends and Carnage escapes, though a helicarrier buckles down 
and begins to crash. Web Swing forward and hold down A to get a good enough 
boost so that you don't collide with the crashing vehicle.

Spidey hitches a ride up to a tall tower. Defeat the first group of corrupted 
agents, then proceed through the hall. A much larger wave of zombies and some 
symbiotic creatures appear, but they're nothing a little Rage Mode can't fix.

Web Zip onto the railing outside of the broken window and walk to the left to 
spot the final [HIDDEN SPIDER]. Continue on the other side of the railing and 
at the end, wall crawl up the side of the tower.

Continue moving across railings and scaling the side of the building until you 
reach another open window. Jump through and attack another group of zombies 
that reanimate right in front of you. Another window here shatters; climb out 
onto the railing and wall crawl up the rest of the tower to the roof.


=== BOSS: Carnage ============================================================

Carnage rests peacefully inside of a large cocoon in the middle of the room. 
S.H.I.E.L.D. has programmed their slayer robots to recognize you as an ally 
(why couldn't you guys do that at the start of the level?). Now that the 
robots are on our side, you must do your best to protect them while they burn 
open the boss's cocoon.

You cannot even attack the boss right now, so this is basically no different 
than "protect the scientist" or some other lame variation. Symbiotic creatures 
appear on the edge of the arena and move towards the center. When they reach 
the S.H.I.E.L.D. slayers and begin harassing them, fend them off and let the 
robots do their job. The cocoon can attack by spinning its tentacles around, 
but otherwise it's harmless.

When the cocoon is damaged, Carnage will emerge and you enter a first-person 
sequence. It's a very long sequence, so you will have to dodge and punch for a 
number of rounds. Eventually, you will be able to fight Carnage one-on-one. 
Immediately enter Rage Mode and go to town.

Carnage uses all the same attacks as the previous fight. He has his basic two-
hit combo, his jumping slash, his counterattack, and his ground spike attack. 
The boss also uses that annoying ground ripple attack, except there is nowhere 
to Web Zip to. Just stay on the outskirts of the waves. Carnage can also drain 
your health similar to the corrupted agents, so repeatedly tap B to free 
yourself.

After enough abuse, Carnage goes back to hiding inside the cocoon and the 
S.H.I.E.L.D. slayers are forced to go to work again. Resume protecting them 
from the symbiotic creatures that lurk throughout the boss arena.

Try to use Spider-Sense to see through and around the cocoon for status 
updates on all three robots. Even though saving your Rage Meter for fighting 
Carnage is really important, you should also use some of it when fending off 
these little critters.

If all three S.H.I.E.L.D. slayers manage to be destroyed, you will have to 
wait for three more to be deployed. This can take a little bit, leaving you 
waiting while simultaneously fighting off symbiotic creatures all by yourself. 
It's imperative that you keep the robots alive not only to weaken the boss, 
but to help keep yourself alive as well.

Carnage emerges from the cocoon again as the first-person mode begins again. 
As you could probably figure out, the boss battle will repeat itself using 
this format. Use your Rage Mode to punk out Carnage until he hides like a 
little baby. Burn away his cocoon with the help of the robots, then wail on 
him until you have depleted his entire health bar.

==============================================================================

Yay, way to go Herbie! The final tablet fragment is ours, and order is ready 
to be restored! Finishing all four levels completes Act 3.


==============================================================================
 FINAL ACT                                                              [0350]
==============================================================================

--- Level Ranking ---

o-----------------o------------------o-----------------o---------------------o
| Medal           | Combo Rating     | Emblems Found   | Clear Time          |
o-----------------o------------------o-----------------o---------------------o
| Platinum        | 19,000+          | 12+             | 00:20:00 or less    |
|-----------------+------------------+-----------------+---------------------|
| Gold            | 15,000-18,999    | 10-11           | 00:25:00-00:19:59   |
|-----------------+------------------+-----------------+---------------------|
| Silver          | 13,000-14,999    | 5-9             | 00:30:00-00:24:59   |
|-----------------+------------------+-----------------+---------------------|
| Bronze          | 0-12,999         | 0-4             | 00:30:01+           |
o-----------------o------------------o-----------------o---------------------o

Well... the Final Act is not only composed of one level, but this single level
is nothing but an extremely long boss fight against Mysterio!


=== BOSS: Mysterio ===========================================================

There are four phases to the final boss fight. As one could easily deduce, in
each of the four stages you take control of one of the four Spider-Men. Here,
you start off the battle as Spider-Man Noir.

Just as a note, there are no challenges to be completed during the Final Act, 
so you can go through without worry. There are still Spider Emblems to be 
found in order to regain any lost health, but there is no real reward for 
collecting them all (aside from getting a good ranking).


--- Noir Dimension ---

Like Spider-Man Noir knows best, he must hide in the shadows from Mysterio. 
Every few seconds, Mysterio creates a large energy orb and holds it over his 
head to illuminate the area. When you see this attack start to form, quickly 
duck behind something and stay in the shadows. If he sees you, he will throw 
the orb at you and deal tons of damage.

Proceed to the left and hide behind one of the pillars. When Mysterio's energy
orb fizzles out, Web Zip to the floating platform north of you. There are
multiple islands in this realm and several paths you can take when trying to
reach Mysterio. There's no set way, so just keep Web Zipping as you get closer
and closer to the menace.

When you finally reach the island underneath Mysterio, crawl along the side of
the diagonal wall. Avoid the shining windows and Web Pull yourself up to the
platform at the top. From here, use a Web Pull to crack Mysterio's helmet.


--- Ultimate Dimension ---

This part of the boss battle begins with Mysterio summoning a horde of purple
creatures. Wait for them to circle around you, then use Rage Mode and send 'em
back to where they came from. After the enemies are killed, the boss begins
attacking himself by shooting black clouds at you. Dodge the cloud initially
and also avoid it when it hits the ground and simmers around for a while.

In the next stage of the fight, Mysterio begins shooting out red orbs. These
orbs float above the arena and shoot purple bolts of lightning into the
ground. Avoid running underneath the orbs and getting struck by the lightning
bolts.

After a while, the red orbs stop and create a clone of a previously fought 
boss. Basically any of Spider-Man's rivals can come back to haunt him: Doctor 
Octopus, Deadpool, Vulture, anyone. They will use their signature attacks to 
inflict damage on you, but you should ignore these doppelgangers entirely.

Instead of worrying about the boss clones, focus on the red orbs, which turn 
purple after creating a clone. Jump in the air and use your Web Strike to 
damage the orb. Three Web Strikes will break the orb, which in turn eliminates 
the clone and damages Mysterio slightly.

More orbs will appear, in greater numbers at a time. This means more clones to 
avoid at once. Focus on one orb at a time and only attack when it turns 
purple. Do this until you have depleted one-fourth of the boss's health bar.

At this time, Mysterio creates fissures in the ground, which slowly destroy 
the entire arena. Web Zip across the debris (if you fall, simply recover and 
you will immediately be brought to the debris) to reach a new island.

The battle begins to repeat itself, first with Mysterio summoning more purple 
creatures. Quickly dispose of them with Rage Mode as the boss sends out 
another set of red orbs. This time, Mysterio will attack with his black clouds 
while you attempt to break the orbs. It may be faster and easier to just use a 
midair attack on the orbs instead of resorting to a Web Strike.

Once at half health, Mysterio will once again dismantle the island you are 
standing on. Zip on over to the new one that appears and continue the fight. 
This time, four red orbs appear at a time, along with an army of purple 
creatures. Kill off the creatures before focusing on the orbs. Once the final 
orb is broken, Mysterio will place his hand on the arena. Use a Web Pull to 
crack his helmet and end this portion of the boss fight.


--- 2099 Dimension ---

What is Spider-Man 2099 best known for? Well, other than terrible levels, 
freefalling events! You will enter another freefalling event as you take 
control of Spider-Man 2099 as you plummet through the hazy space. The third
part of the final boss battle begins!

As you fall towards Mysterio, he will use two attacks in order to keep you at 
bay. He either fires more black clouds or conjures up glowing purple rings. 
Dodging the clouds should be a piece of cake, but passing through the rings 
can be a bit more difficult. On some of the rings, segments are blocked out, 
leaving you less room to travel through than normal.

You will need to boost by holding down A in order to catch up to Mysterio. 
Only let up when there are hazards you must dodge or pass through. The rings 
are much harder to avoid than the black clouds, so you may want to use 
Accelerated Vision at times in order to pass through them safely.

When you get close enough to Mysterio, grab on with B and begin punching his 
helmet by tapping X. This should remind you of the Hobgoblin level. Mysterio 
floats away and you will have to catch up to him once more.

Attack Mysterio's helmet a total of three times to move onto the fourth phase
of the fight. Go Amazing Spider-Man!


--- Amazing Dimension ---

Web Swing over to the platform in front of Mysterio and wait for his command. 
Purple creatures appear from the ground and confront you. It's up to you to 
destroy waves upon waves of these irritating monsters. Seriously, it's a lot. 
While you fight them, Mysterio butts in by periodically throwing black clouds 
onto the platform.

After killing enough baddies, the camera will zoom in on a large piece of 
debris on the edge of the platform. Web Pull it off to kick it square into 
Mysterio's face. This takes out a quarter of his health and you will forced 
off onto a new island.

Web Swing to either the left or right of the platform towards the floating 
arches. Jump from arch to arch while evading the boss's black clouds of death 
until you reach a platform identical to the one before. The camera gets a 
little messy here, but just swing around Mysterio to reach it. Make sure not 
to land on one of the three platforms directly under the boss: if you do, he 
will pick you up and squeeze the life out of you before tossing you aside.

Once on the second platform, more purple creatures arrive. The boss fires his 
black clouds in more rapid successions and more at a time. It is harder to 
dodge since either two platforms you may be on don't have much cover. You will 
have to jump and dodge roll to get out of the way. After enough enemies are 
killed, Web Pull the hunk of junk to lower Mysterio's health.

There is one final platform that you will need to Web Swing to. Again, swing 
across the arches and Web Zip onto the third and final platform. There's 
nothing different here than the first two platforms, so you know what's in 
store. Continue exterminating waves of purple creatures while simultaneously 
dodging Mysterio's black clouds.

When Mysterio is down to only a quarter health left, he will lean on one of 
the tiny floating platforms right underneath him. Hurry up and Web Swing to 
the center of the arena; when you get close enough to the boss, Spidey lands 
next to him. Web Pull Mysterio's helmet so he headbutts the platform and gets
a headache that will stick with him for a long time.

==============================================================================

Mysterio gets his ass handed to him by all four heroes. The world is saved and 
the other three Spider-Men return to their respective dimensions. Good job and 
good day to you!


______________________________________________________________________________
==============================================================================

[4] BOSSES                                                              [0400]

==============================================================================

=== BOSS: Kraven =============================================================

The game gives you a very useful tip when squaring off against Kraven. He's a 
bit unstable, so you should be able to dodge his wild attacks without a 
problem. Once you do, he will be open for attack. On the ground, Kraven has a 
few basic attacks. He can either pull off a mini combo up close, or perform a 
lunging strike if you are too far away. When your Spider-Sense appears, hold 
the Left Trigger and roll out of the way.

Kraven will often create a whirlwind around himself. When this happens, he 
will jump up to one of the perches surrounding the cage. Zip onto one 
yourself, because he will activate a spike trap on the ground as dozens of 
spikes shoot up from the floor.

Wait for the spikes to cease, then drop back down. Alternatively, target the 
perch Kraven is on and Zip Kick him off. Don't stay on the same perch too 
long, because Kraven will either throw his knives at you or jump up and 
piledrive you off like a professional wrestler. Use your Web Zip to travel 
from perch to perch to avoid either of these moves.

Most of the time you will be attacking the boss on the ground. After avoiding 
his initial attack, retaliate with a combo of sorts. I prefer using strong 
combos with the Y button since it has more range. Also try using Web Strikes 
to stun Kraven before going in for a combo.

When you see a button prompt appear, hit B for a finishing grab. It won't 
finish Kraven off, but will significantly lower his health. The boss fight now 
enters first-person mode. Begin by using the Left and Right Analog Sticks to 
dodge Kraven's sword strikes. Soon, you will begin to attack yourself. Moving 
the Left and Right Analog Sticks in all directions results in various punches, 
such as jabs and hooks.

Move the Left and Right Analog Sticks to begin attacking the boss. You will 
have to incorporate dodging when prompts appear into your offense, so get 
ready to attack and dodge simultaneously. If Kraven blocks one part of his 
body, attack the other (if he covers his face, use hooks).

Once Kraven has had enough with close-hand combat, the battle will resume 
normally. Kraven is a bit faster with his execution, so stay alert. You may 
want to use fast attacks from here on out. The boss also takes a liking to a 
jumping spinning slash, which he uses often during this time. Once you deplete 
Kraven's health bar, you will have to end the fight in first-person mode a 
second time.


=== BOSS: Chaos Kraven =======================================================

Kraven's newfound powers may make him a formidable foe, but not one that is 
impossible to tame. He is very much beatable here, but you must be careful 
when attacking him, as he is able to dish out some overpowering strikes. Chaos 
Kraven has the same attacks as the last fight, but he is stronger and has more 
health.

Like before, Kraven has some basic knife combos or use a lunging slash. His 
jumping spinning slash is another deadly one. He can create a whirlwind like 
in the last fight, but instead of a spike trap, Kraven will set off an arrow 
trap. Some of the pillars are arrow traps, so if they are still standing, they 
will shoot out a barrage of arrows.

The boss's agility is through the roof and can sidestep many of your attacks, 
so it is best that you throw him off guard before attacking. A good way is to 
use a Web Strike, but press A so you jump behind Kraven and unleash on his 
back. When Chaos Kraven is left unguarded, use strong combos. Otherwise, try 
and overwhelm him with fast attacks.

Also use the pillars to your advantage when fighting the boss. Web Zip onto a 
pillar and wait for Kraven to leap towards you. Jump out of the way at the 
last minute and Kraven's attack will miss. With his knives embedded in the 
side of the pillar, use a Web Strike to destroy the pillar and knock him 
silly. Beware: sometimes instead of lunging towards you, he will simply throw 
his two knives at you to knock you off.

When the battle is on its last legs, Kraven will begin using a new attack: he 
will throw explosive knives at you while mainly staying up on the pillars. 
Stay locked onto him and dodge the knives that he throws, then zip up onto a 
pillar to avoid the ensuing explosion.

Kraven tends to throw his knives at you a lot more than usual when he his 
nearing death. Sometimes you can stun Kraven by taking his weapons away from 
him (particularly when the game brings it up). When this message appears, 
press B to yank his weapons away from him. With Kraven defenseless, run up and 
hit B to dish out a nice amount of damage.

Once the boss's health bar is fully drained, he will jump up on a ledge along 
the temple. Double jump and Web Swing over to it to initiate a cutscene and 
win the battle.


=== BOSS: Hammerhead =========================================================

The battle against Hammerhead takes place inside a giant arena. Inside the 
room is a structure that resembles an old-fashioned Roman coliseum, with 
numerous archways connected by stone columns. Hammerhead is perched on top of 
a rotating train car inside the coliseum and equipped with a mounted gatling 
gun. Things aren't looking up for Spidey.

If Hammerhead spots Spider-Man, he will open fire with his rotating gatling 
gun. If this happens, find cover behind one of the many stone columns 
immediately before you are ripped to shreds. As long as you hide behind cover 
long enough, he will stop attacking.

There are two spotlights attached to both sides of the train car, so the boss 
can look for you when you're in hiding as he spins around in search of his 
target. It's hard enough trying to get away from Hammerhead's sight even with 
all the cover, which is why I recommend that you don't destroy the columns 
until the very end of the fight.

The boss will stop and look around on the ground for a while, then tilt the 
train car and look up on the roof of the coliseum. I wouldn't bother Web 
Zipping up onto the roof, since the entire thing is coated in light. It is 
very easy to get spotted if you are above Hammerhead.

I often used the train cars and the pillars on the perimeter of the arena (not 
the coliseum pillars, but the ones on the outskirts that cannot be destroyed). 
You can hide behind these as long as you like, since they are indestructible. 

Once you are in the clear, move from pillar to pillar until you are behind 
Hammerhead. Then, dash towards the nearest coliseum column and sneak up behind 
the boss. With his back turned to you, you can use a takedown to eliminate a 
third of his health.

It is pretty difficult to escape from Hammerhead at first, since it seems like 
he always has an eye on you. If you stay on the outer edge of the arena and 
move from pillar to pillar, it is much easier to outrun him. I had a lot of 
trouble damaging him, but once you hit him the first time, the final two times 
are much easier.

After hitting Hammerhead from behind a third time, the battle will end.


=== BOSS: Chaos Hammerhead ===================================================

Hammerhead is too powerful to mess with face-to-face. Not only is he super 
strong in his own right, but his two machine guns are good enough reasons to 
stay hidden.

He does not have many attacks, as his powerful weaponry generally gets the job 
done. Aside from setting off a barrage of machine gun fire at you, the boss 
can also shoot a powerful missile at you. These can be dodged with an evasive 
roll, as Spidey's head begins to tingle as one is shot at you.

There are three smoke machines inside the room. Run behind one and wait for 
Chaos Hammerhead to stop firing at you. Grab a piece of rubble - whether it be 
a wooden beam or a barrel - and throw it at Hammerhead. With the hothead 
worked up, run behind one of the smoke machines and wait for Hammerhead to 
fire a missile at it. This will destroy the machine and release a cloud of 
smoke that covers the entire bottom of the arena.

With Chaos Hammerhead blinded, turn on your Spider-Sense and Web Zip up to a 
perch above the room. Hammerhead will blindly fire his machine guns, but you 
are in the clear since you are out of his range. Look for the red outline of 
the boss and zip to the perch directly above him. Press B to execute a stealth 
takedown to eliminate a chunk out of the boss's health bar.

The smoke will clear once you have damaged Chaos Hammerhead and the battle 
repeats. Again, hide behind a machine and goad Hammerhead into firing a 
missile at it. With the second smoke machine destroyed, turn on your Spider-
Sense and retreat to your perch.

Once you have performed this tactic a total of three times, the battle will 
change. Since there aren't any smoke machines left, your offensive gameplan 
also changes.

Hammerhead goes into a bit of a frenzy, firing his machine guns wildly and 
shooting off missiles without a care in the world. He sticks to mainly firing 
missiles, which are easier to evade than the machine gun. Stay on the ground 
and focus on the boss. Use dodge rolls to avoid the missiles and wait for him 
to use a new attack.

When your Spider-Sense is tingling, stand still and wait for Chaos Hammerhead
to begin charging at you. At the last second, dive out of the way or else
you'll be bulldozed. If you get out of the way, the boss slams into the wall
and knocks himself loopy. Immediately turn to him and press B to enter a
first-person combat sequence.

The controls are the same as in the battle with Kraven. Moving the Left or 
Right Analog Stick up results in a jab. Moving them inside or outside also 
results in other types of punches. Pummel away at Chaos Hammerhead's ugly mug 
until he grabs your face and attempts a vicious headbutt. Move the Left and 
Right Analog Sticks down to dodge it and resume attacking. Doing this over and 
over again will eventually knock Hammerhead into submission.


=== BOSS: Hobgoblin ==========================================================

I'll spill the beans right now: you fight Hobgoblin a total of four times in 
this level. With that said, you cannot expect each round to match the 
difficulty and intensity of previous boss fights. These are more like a 
cluster of mini-boss encounters.

Hobgoblin starts the fight by floating off the edge of the platform. He 
strafes back and forth while hurling glowing bombs at Spider-Man. These bombs 
unleash a powerful electric shock when they come in contact with the ground. 
To prevent this, press B while the bomb is in midair to grab it. Press X, Y, 
or B to throw the bomb back at Hobgoblin.

Keep damaging the boss with his own bombs until he lands on the platform. Rush 
over and beat him down until he uses a wind attack to knock you backwards and 
escape to the skies again. This time, he will throw two bombs in succession. 
Jump away from the first, then quickly grab the second and return to sender.

After Hobgoblin only has a tiny bit of health left, he will charge up an 
attack and dive towards you. Use a dive roll to get out of the way. The attack 
doesn't end there: Hobgoblin lands on the ground and begins releasing energy 
shockwaves. Use a Web Strike to get close and begin attacking until a button 
prompt appears. Press B to finish Hobgoblin off.


=== BOSS: Hobgoblin ==========================================================

This boss fight is more or less the same as the last one. Hobgoblin has the 
same attacks and the method for defeating him is exactly the same as the first 
time. Major yawn.

The only difference is that P.E.P. officers join Hobgoblin in the fray. A 
couple gunners and regular officers will attack soon after the battle starts. 
It's tough avoiding them while simultaneously having to watch out for the boss 
and his deadly bombs.

Take out the P.E.P. officers first so you can return to focusing on the main 
problem at hand. Use Accelerated Vision if needed so you can quickly defeat 
them officers while also avoiding the bombs that Hobgoblin chucks at you. Once 
the lesser enemies are defeated, lock onto Hobgoblin. Toss his bombs back at 
him until his health bar (which begins half-depleted) is gone.


=== BOSS: Hobgoblin ==========================================================

And that next boss fight happens to be right after the second freefall event. 
There are more P.E.P. officers here, even more than the last fight, and they 
will halt Spider-Man's progress by attacking in all sorts of ways. A new form 
of attacking is by throwing grenades at you. Not only do you have to avoid 
Hobgoblin bombs, but now also P.E.P. grenades.

Make sure to defeat all of the P.E.P. officers before you focus on the boss. 
As far as I saw, Hobgoblin doesn't interfere all that much when you are 
fighting the officers. Some of the officers are red-clad captains that are 
more powerful versions than the ones we have fought. Use the crates and other 
objects on them.

With the officers out of the way, it's just you and Hobgoblin. Of course, all 
you have to do is throw his bomba back at him. This boss fight should not last 
long at all, especially if you took out a lot of health during the freefall.


=== BOSS: Chaos Hobgoblin ====================================================

Just like the jet bikes, destroy the gargoyles by using Web Strikes. One hit 
is is all it takes. While Hobgoblin is inside the force field on his perch, 
his health will regenerate. Obviously it doesn't matter at this stage in the 
fight since it just started. Defeat the three gargoyles to lower Chaos 
Hobgoblin's force field and truly begin the battle.

The boss flies around the screen and begins dropping bombs all over the arena. 
He will fly in a straight line and drop bombs as he flies by. As long as you 
stay out of the line of fire, you should be safe. Stay locked onto Hobgoblin 
as he heads for the skies and back away when you see which direction he is 
heading in.

After a few bombings, Chaos Hobgoblin will resort to the age-old tactic of 
throwing bombs at Spider-Man. He tosses them two at a time, so avoid the first 
one and grab the second one to be used against him. Once Hobgoblin is hit, he 
floats to the ground, just waiting to be pummeled a bit.

After taking a few shots, the boss will return to his perch in the middle of 
the roof and summon more gargoyles. This time he will summon around ten at a 
time. Take out the gargoyles as quick as possible, since Chaos Hobgoblin will 
regenerate health as long as he's inside his protective bubble.

Remove the gargoyles from the arena and the battle will repeat itself. 
Sometimes, instead of chucking Hobgoblin bombs, the boss uses a divebomb 
attack like the one seen in the first fight against him. He dives to the 
ground, then releases energy shockwaves. Jump over the shockwaves and use a 
Web Strike to get in close, then dish out a few combos.

Again, after taking enough punishment Hobgoblin retreats to his force field. 
Defeat the army of gargoyles (FYI, there are more than 20 present in this 
fight) until he lowers his shield. Get back to hurting the boss when he flies 
around. Aside from the multi-bomb drop, Chaos Hobgoblin retains all the same 
attacks that he's had in previous fights. The fact that we have fought him 
three times prior is why this boss battle is so easy.

Like in the past, you will enter a first-person combat mode after Chaos 
Hobgoblin runs out of health. Dish out a few hooks on Hobgoblin's goofy face. 
Dodge his quick strikes, then counter with some punches of your own. It's 
satisfying wiping that punk's grin off his face with a right hook.


=== BOSS: Electro ============================================================

At the start of things, Electro will attack with a few charging punches. Most 
of the time he dashes to your location and swings wildly, so if you are able 
to roll to the side you should be fine. Attacking the boss head-on works even 
though his body is coated in electricity. That's really the only way to damage 
Electro.

After sidestepping one of Electro's punches, use a Web Strike and throw a few 
left and right hooks his way. He'll cover himself up, so back away and wait 
for him to make the first move again. You can treat this boss like a regular 
enemy with your attack strategies.

After a little bit of this, Electro will stop in the center of the room and 
use a new move. He will curl up and absorb energy from the surrounding 
generators, which is then released outwards into a powerful wave. This attack 
covers the entire platform, so the only way to come out unharmed is to Web Zip 
over to one of the generators.

Doing this usually triggers another one of Electro's attacks. He will follow 
after Spider-Man and teleport over to the top of a generator. Electro stays up 
here for a while and hurls lightning balls at you. Jump, zip, and swing out of 
the way, then use a Zip Kick to knock Electro off his perch.

When the boss lands again, the battle will restart and he'll likely resume 
punching you. If the boss floats in the middle of the platform and doesn't use 
his energy shockwave attack, then he'll do the following: Electro charges up 
and fires a laser beam at the edge of the arena and slowly spins around like a 
top. The beam is slow enough that you can outrun it, but sometimes he will 
change directions to throw you off.

All in all, a fairly easy battle. Electro's attacks are easy to avoid so you 
shouldn't be taking much damage here. He does have a lot of health, so you may 
be here for a while.


=== BOSS: Electro ============================================================

This generator field is a lot different than the last one: it's much bigger, 
houses more generators, and doesn't offer a lot of running room. Stay on the 
ground and weave between the small generators when looking for the boss. This 
particular battle is much more difficult than the first one.

Unlike before, Electro wisens up a bit and protects himself with an electric 
bubble throughout most of the fight. The only time his protective force field 
is lowered is when he uses one of two attacks. The most common of the two is 
when he lands in the center of the room and punches the ground. The attack 
doesn't have much range, but back away from him anyways.

The second shield-lowering attack Electro uses is much more rare. Electro will 
teleport to one end of the room and stand between two generators; he then 
fires a laser beam down an aile, so make sure you are not standing in the same 
aile he targets.

Electro's force field will be lowered after either of those attacks; it is now 
time to strike! Activate Rage Mode and pound away at his motionless body for 
several seconds until he regenerates his bubble and flies away.

In the meantime, Electro stays in the air protected and throws lightning balls 
while taunting Spider-Man. These are easy to dodge as long as you are aware of 
the boss's location, so stay locked onto him when he takes to the skies.

After you have weakened the boss a bit, he will hover over a group of 
generators and begin to sap electricity from them in order to heal. When you 
see this happen, double jump in the air and use a Web Strike to knock him back 
to the ground and halt the process.

When Electro is down to half health, he will enlist in the help of blue and 
green electric creatures. They stay perched on top of the generators and fire 
their trademark laser beams at you. For the most part, you'll want to deal 
with them first. However, Electro tends to use them as a decoy so he can heal 
in peace. Make sure to target the boss and prevent him from healing, then kill 
the electric creatures with Zip Kicks.

You don't have many opportunities to attack Electro, so make the most of it 
when you do manage to lower his shield. Also prevent this fight from dragging 
out by not allowing Electro to regain any of his lost health. Rage Mode really 
helps out when trying to quickly drain his health.


=== BOSS: Electro ============================================================

It's funny: you actually aren't even fighting Electro. Your main target is the 
dam directly behind your gargantuan nemesis. None of Spider-Man's attacks can 
even put a dent in Electro's health, but destroying the dam will be able to 
wash him away. In fact, Electro doesn't even have a health bar: the dam does!

Even though Electro isn't your primary target, he does have a few attacks 
that'll make your head ache. In this stage of the fight, the boss only has one 
attack at his disposal. He will place his hand on the ground, palm out, and 
fire a laser beam from it. His hand slowly strafes across the platform, so 
double jump as it passes underneath you.

After using this attack a few times, Electro will need to recharge. He places 
a hand on the ground while he uses his other hand to draw energy from the 
power plant. Run over to the hand that's on the ground and tap B to wrap it in 
webbing. Electro will jerk his hand backwards and accidentally punch the dam. 
Bingo. The boss starts over with the beam attack again. When he places his 
hand on the ground, wrap it up and he'll inadvertantly damage the dam once 
more.

After doing this twice, the next time Electro turns his back to you entirely. 
Since your old plan won't work, it's time to find a new one. While he's turned 
away from you and recharging, aim on either side of him and a yellow arrow 
should appear, signifying that you can Web Zip. Web Zip onto a piece of debris 
as it flies onto the dam. You'll land on the dam as the second phase begins.

Now Electro does the work for you, as he punches the top of the dam in 
attempts to squash you. Each punch leaves a portion of the dam damaged, 
meaning that you cannot traverse on it. Even though the dam is slowly being 
destroyed, you will run out of room to maneuver.

Electro's punches can be hard to avoid, but pay attention to which arm he is 
using; that is usually a tell-tale sign as to where his punch will land. When 
the boss places his hand on either side of the dam, he will summon blue and 
red electric monsters. Toy with them a bit until they are all defeated.

The battle will basically repeat itself, as you dodge Electro's punches while 
he slowly breaks the dam himself. As for the monsters he creates, the second 
batch consists of green and purple electric creatures as opposed to red and 
blue ones.

Eventually, there will only be two sections of the dam left unharmed. Stand on 
either one and avoid one final punch. When the dam is nearly destroyed and 
there's only one section left, Electro will realize the error in his ways. As 
he leans forward, repeatedly hit B to end the fight.


=== BOSS: Sandman ============================================================

Sandman can obviously control and manipulate sand, so there are a number of 
unique attacks at his disposal. Most commonly, he will use his hand to create 
an object to smack you with: either a hammer or a large mace. Both attacks 
hurt, so pay attention for the signature tingle above Spidey's head.

When Sandman flexes his muscles, a clump of spikes will radiate out from under 
him. As long as you are at a distance, the attack will have no effect. 
However, if you stay too far away, the boss punches the ground and a giant 
hand will emerge from under your feet. Additionally, the boss can spray sand 
out at you. Doesn't sound very dangerous, does it?

Spider-Man cannot damage Sandman in his normal state. As you just discovered 
moments ago, you can weaken him by using water. Fortunately, there are water 
pipes and barrels filled with water surrounding the boss room.

There are tons of wooden barrels here, and they are all filled with fresh 
water. Pick one up and throw it at Sandman to temporarily turn him into mud. 
Make sure that you are focused on a barrel and that there's a red ring 
underneath, otherwise pressing B will cause you to use a Web Strike on 
Sandman. The barrels regenerate over time, so you can never run out.

If Sandman is next to a water pipe, focus in on the pipe and press B to rip 
the valve off, releasing a geyser of water. If Sandman is caught inside the 
water, he will turn to mud and be weakened. This is the harder of the two, and 
I would much rather go with the "throw barrels at his face" strategy.

Once the boss is a muddy mess, run in and do what you do best. Sandman may be 
slowed down immensely, but he can still fight with his hammer and mace attack. 
Be careful. Eventually, Sandman dries off and returns to his original form. 
Back off before he can use his spike attack and get back to dousing him with 
water. Keep it up until the boss's health bar is totally gone.


=== BOSS: Sandman ============================================================

Just throwin' this out there: not sure if it's just me, but I experienced some 
of the worst camera problems I have ever seen in a video game. There were 
times where the camera was inside Spider-Man's body so that it felt like a 
first-person game. Fell off the edge and got smashed many times here. :(

Glimpses of the final boss fight against Electro flashes in the back of my 
mind when you face off against a supersized Sandman. He's bigger, badder, and 
still needs to be doused in water in order to be damaged. Luckily, there are 
mine carts filled with water barrels near the edge of the walkway.

In this stage of the fight, Sandman can only slap the ground with his giant 
paws. Stand behind one of the mine carts and bait Sandman into slapping you. 
When your Spider-Sense tingles, dodge roll out of the way as he destroys the 
water and gets his hand soaked. Run back over and attack the boss's vulnerable 
hand until he pulls it away.

Even though his attack is slow, it still covers a wide area and can be hard to 
dodge even if you aren't physically hit by Sandman's hand. There are two gold 
Spider Emblems on the sides of the walkway if you need health.

More mine carts will reappear if the other two are destroyed. You only need to 
use this strategy to deplete half of the boss's health bar. Once Sandman is at 
half health, the mine carts are permanently destroyed and the second phase of 
the boss fight begins.

A conveyor belt begins dropping water barrels on either side of the arena. In 
addition, Sandman avoids all physical contact with you and presses his back 
against the back wall so you cannot get his hands wet. He now attacks by 
shooting rapid-fire balls of sand at you.

Sandman usually spits out five or six in a row before taking a breather. When 
he does, pick up a water barrel and throw it at him. It usually takes two or 
three water barrels before Sandman falls forward and lands on the walkway. Run 
over to him and begin unloading on his head until he regains consciousness and 
backs up against the wall. Repeat this until you are victorious.


=== BOSS: Sandman ============================================================

Absorbing all that sand has not only made Sandman super huge and super crazy, 
but he now has multiple heads! Spider-Man is engulfed by Sandman's tornado 
form and is now inside the tornado.

Only one of Sandman's twisted faces appears at a time inside the tornado. He 
mainly shoots giant balls of sand from his mouth, but also has a few other 
attacks. This is the most common one though, and likely will have to worry 
about it the most (though all in all, most of the boss's attacks are very easy 
to avoid).

Sometimes he'll suck up all the debris in the air - including yourself if 
you're too careless - and hold it inside his mouth for a while. Not long 
after, the boss spits out a humongous junk ball. Also, Sandman can create 
giant arms that extend from the bottom of the tornado upwards. Avoid these 
random, big fists that punch straight up towards you.

There isn't much footing here inside the tornado, so you'll have to Web Zip 
across the random objects that are being spun around. They spin upwards, so 
when you reach the top of the tornado you will fall down below. Additionally, 
there are a couple platforms on the side of the tornado where Sandman's faces 
appear.

Even though you are fighting Sandman as a huge tornado, the battle strategy 
still stays the same: douse him with water to make him vulnerable, then 
attack. Most of the debris is useless, though roughly half turn out to be 
water barrels (they are easier to spot in the chaos with your Spider-Sense).

Web Zip around the spinning pile of debris until you find a water barrel, then 
press B to throw it at the boss's face. Immediately rush over to the platform 
he is above and begin attacking his big mug. Eventually he'll recover, so 
retreat to the junk again.

When Sandman reaches to about half health, more faces appear at one time 
(usually two) and they move around a lot. This shouldn't pose too much of a 
problem, because if you press B while on top of a water barrel it will 
automatically be thrown to the nearest target: one of the faces.

Keep on hurling water barrels at Sandman and following up with a few combos. 
There are plenty of water barrels spinning around inside the tornado, so you 
will never have a short supply of ammo. This is a fun and interesting battle, 
but you honestly shouldn't have much trouble beating him.


=== BOSS: Vulture ============================================================

Vulture may seem like a freaky, skinny old man, but he can easily overpower 
Spider-Man in certain circumstances. Vulture also likes to use his agility and 
stealth to avoid combat at certain times. At the start, it's a full-out brawl 
between the two.

Vulture has three attacks. He will crouch, then follow up with a lunging 
strike. The boss has a long reach, so this attack can cover a lot of ground. 
More commonly, Vulture will reach into his trenchcoat and throw a handful of 
knives at you. This is mainly used if you keep your distance.

The boss doesn't have any defense mechanism that you need to worry about, so 
focus on him and begin attacking. He tends to block a bit and may follow up 
with a counterattack (his third attack). When you see him cross his arms, back 
away before he slashes at you with his sharp claws.

Continue dodging Vulture's attacks and wailing on him. When you have depleted 
a quarter of his health, Vulture will jump up into the rafters and hide. While 
you look for him, he will throw knives at you from his hidden location. To 
easily spot him, use your Spider-Sense.

When hiding, Vulture tends to stand directly in front of a spotlight. There 
are two upper floors, with each side of one floor having a spotlight. Use your 
Spider-Sense to figure out which floor Vulture is on, then zip up to him and 
press B to use the spotlight and expose him. Spider-Man will automatically 
attack and remove a quarter of his health.

Vulture returns to the ground and the first portion of the battle will start 
over again. This time, he periodically jumps up onto the horizontal support 
beams connecting the rafters. Before he can throw knives at you, Zip kick him 
off his perch and resume attacking him on the ground.

Once Vulture is down to a quarter health, he will once again hide in the 
rafters. Track him down with your Spider-Sense, then turn on the spotlight to 
drain the final one-fourth of his health bar and finish the fight.


=== BOSS: Chaos Vulture ======================================================

The battle starts off with Vulture blindsiding you and knocking you to the 
ground. He will overpower you as the game enters first-person mode. When Chaos 
Vulture attempts to bite you, press down on the Left and Right Analog Sticks. 
If you are bitten three times, you will die.

After avoiding each bite, Spider-Man will free his hands and attack. Use the 
Left and Right Analog Sticks to punch Chaos Vulture around a bit until he 
subdues you once more. Avoid a second bite attempt and fight back until you 
push the boss away and the real fight begins.

Even though the fight follows a similar formula to your first duel with 
Vulture, it is a lot tougher. The power of the tablet has raised the boss's 
durability substantially, so normal combos and physical attacks will deal 
little damage to Chaos Vulture.

Chaos Vulture still uses his lunging slash, counterattack, and knife-throwing 
attacks. You should know how to properly evade them by now. Additionally, the 
boss can also throw molotov cocktails at you. These are harder to avoid, since 
they create a pool of fire in their wake. As soon as you see him toss one, 
roll to the side and run far away.

Use a Web Strike to throw Chaos Vulture off balance, then begin beating the 
snot out of him. In addition to his counterattack, he can also use a teleport 
kick to knock you away from him and create some separation. If you see him 
teleport, immediately enter a defensive stance and avoid a diving kick when he 
reappears behind you.

After attacking the boss a bit, he will jump on top of a stack of TNT crates. 
While perched on here, he begins throwing molotov cocktails at you. Use a Web 
Strike to knock him off the boxes. If you manage to do this as he raises a 
molotov cocktail up, he will drop it. Back away, because the ensuing fire will 
detonate the TNT crates and create a massive explosion.

Once you have pestered Chaos Vulture enough, he flees to the rafters like the 
good old days. Instead of throwing knives, Chaos Vulture instead uses molotov 
cocktails instead. Turn on your Spider-Sense and track him down, then expose 
his location with one of the spotlights.

Instead of automatically attacking him, the boss will instead retreat to 
another part of the rafters. Hunt him down and attack the boss in this 
weakened state. You should be able to deplete a nice amount of his health 
before he drops to the ground again.

The battle will repeat itself, as Chaos Vulture stays on the ground and 
attacks you. Sometimes, he will teleport onto a support beam and toss molotov 
cocktails; put an end to that with a simple Zip Kick. Continue this until he 
jumps onto another stack of TNT crates and knock him off. Doing so will cause 
Chaos Vulture to return to the rafters. You know what to do.

Continue this long-winded process until Chaos Vulture runs out of health. The 
fight ends the same way it began: with a first-person sequence. Again, avoid 
Chaos Vulture's lethal bites and counterattack with a fist to the face. Make 
sure to evade his bites, because it would suck to die at this point in the 
fight (it's essentially over). After two rounds of pummeling his noggin, this 
very entertaining and unique fight will conclude.


=== BOSS: Scorpion ===========================================================

At the start of the battle, Scorpion will dash towards you and perform a sweep 
with his tail. Enter a defensive stance to avoid the attack, then get behind 
the boss and begin punching his back. He follows up by plunging his tail into 
the ground. Avoid getting hit and his tail will get stuck in the ground, 
giving you another window of opportunity to attack.

After this lone attack, Scorpion rarely stays on the ground and instead hops 
all over the place, often on the side of a wall. In order to get him down, 
wait for him to shoot out acid eggs on the ground. He will shoot three clumps 
of acid at you. Each one that misses you will land on the floor and turn into 
acid eggs. 

After shooting out three clumps, pick one up and throw it at the boss to knock 
him down. Run up to him and press B to unleash a flurry of offense. Doing so 
will take out a nice amount of his health. Scorpion then pushes you off and 
jumps to another section of the arena (which is split into three sections).

Like I said, Scorpion rarely fights you on the ground and will likely climb 
right back up a wall and fire more acid clumps at you. After the third shot, 
toss an egg at him and attack while he is dazed.

If Scorpion does stay on the ground, he will use his two-hit combo by first 
getting low to the ground, then charging. When your Spider-Sense tingles above 
your head, dodge the attack, then back away before Scorpion uses his lunging 
sting attack with his tail. If the attack misses, run in and wail on him. 
Overall, a very easy fight, which explains the challenge that pertains to this 
boss fight.


=== BOSS: Chaos Scorpion =====================================================

Chaos Scorpion usually starts off the fight by summoning some scorpion 
creatures to the fray. As you are forced to fight them, he will cling to the 
side of the wall and occasionally drop down onto you. Wait for a green ring to 
appear on the ground and avoid this ring, because this is the boss's target 
point for his jumping slam attack.

Spending time solely on killing scorpion creatures isn't such a great idea, 
because the boss will always create more of them. Leave one or two alone so 
that Chaos Scorpion doesn't make another new batch. Focus on the green rings 
that form to let you know where his slam attack will take place.

After successfully dodging one of the boss's jumping slam attack, run over and 
activate Accelerated Vision before unleashing a few combos on him. He will 
shake it off and jump back against the wall before repeating the process all 
over again. He usually repeats this attack a number of times before changing 
things up.

Eventually, the boss will fill the room with toxic gas. Quicky Web Zip onto 
the upper level of the room. You can walk around the outer perimeter as Chaos 
Scorpion does more of the same: he will summon more creatures to do his 
bidding as well as use his slam attack from above.

When Chaos Scorpion jumps onto the piece of debris hanging from the ceiling, 
he will shoot out three acid blasts from his tail. Dodge roll all three, then 
pick up an acid egg that forms and chuck it at him. The boss falls to the 
lower level as a portion of the ceiling melts away. The toxic gas also 
dissipates, granting you access to the bottom level.

The battle strategy is pretty much the same all over again, but Chaos Scorpion 
mixes things up a bit with his attacks. Now after using his slam attack, he 
immediately follows up with a quick lunge. You're not out of the clear after 
avoiding his initial slam, as you also have to roll out of the way of his 
lunge. The boss gets his claw stuck in the ground, allowing you to attack.

Repeat this until the boss fills the room up with gas. Return to the upper 
ring and continue countering his duel attack. When Chaos Scorpion returns to 
the hanging piece at the center of the room, avoid the acid shots and hit him 
with an acid egg. A second portion of the ceiling melts away.

The battle strategy repeats itself again a third time, but yet another twist! 
Chaos Scorpion now uses his jumping slam and a lunge attack right after. Now 
following the lunge attack is his patented swing/sting combo from our first 
fight against him. Dodge all three attacks, then move in for the kill.

Fight him on the ground, retreat to the upper level, fight him on the upper 
level. Lastly, wait for Chaos Scorpion to retreat to the center and use his 
acid shot attack. Toss an acid egg at the boss for a third time. This time, a 
third portion of the ceiling dissolves, sending a gigantic pile of debris 
right on top of the monster. Sayonara.


=== BOSS: Deadpool ===========================================================

Ah, I love Deadpool. He's such a comical, exaggerated character. You will get 
to see this first-hand during the boss fight. He is a competant fighter,
skilled in close-hand combat and pretty good with a gun in his hand. Too bad
he acts like a total goofball and stops to break the fourth wall.

Deadpool mainly attacks using his guns, firing them while pulling off 
acrobatic flips and other fancy moves. Sometimes, he will put his guns away 
and take out two knives. When this happens, the boss is ready to use a nasty 
three-hit combo. Dodge each attack until after the third one, then begin your 
attack combos.

Occasionally, the boss will also jump backwards and throw three grenades at 
you. Locate the three shiny balls and get as far away from them as possible. 
If you can't find them, just run up to Deadpool since he will obviously stay 
out of the reach of an explosion.

After taking out around a quarter of his health, Deadpool begins teleporting 
around the room in order to get away from you. What does he do when he creates 
separation? He pulls out his phone and starts taking calls. At this time, 
other fanboys storm the dock. Don't worry about most of the enemies: only take 
out ones that happen to be next to the boss.

Fanboys, fanboy gunners, and even huge Deadpool fans will all be present in 
the arena. As you take one down, another one shows up in their place. It is a 
neverending flow of baddies, so there is no sense trying to defeat them. Use 
your Spider-Sense to track down Deadpool himself and deal with him. The only 
time you should stop and take a breather is if you are low in health and need 
to collect a Spider Emblem.

When you track down Deadpool, press B to interrupt the phone call and knock 
him silly. He will resume fighting in that location. This may be problematic, 
since he tends to teleport onto small platforms or narrow walkways, giving you 
little room to fight. After you knock Deadpool down, he will hunch over on the 
ground. Don't fall for his little trick: if you run over and attack, the boss 
will counter. Either throw an object at him or back away until he gets up.

Following this, Deadpool will repeatedly teleport to a new location after 
about a minute of fighting. It gets to a point where you're playing cat and 
mouse with the boss. Keep on zipping and swinging after him when he starts 
talking on his phone and press B to wither down his health. Enter Rage Mode 
when the boss begins fighting again to speed up the process.


=== BOSS: Chaos Deadpool =====================================================

Interesting: Deadpool uses the power of the fragment to split into three 
separate versions of himself. You will have to take on three Deadpools at 
once! Each Chaos Deadpool has their own signature weapon: one has a pair of 
machine guns, one has a knife, and the third throws grenades. If you think 
about it, each one uses attacks that Deadpool used during his first battle. He 
used all three attacks the first time we fought him, but this time there is a 
boss designed specifically to use each one.

Of course, it is important to identify which Chaos Deadpool clone is attacking 
you and how to avoid their signature attack. The gun-toting clone will only 
use his machine guns: he will jump around in the air and do somersaults while 
firing away at you. When he is forced to reload, use a Web Strike and use a 
few combos on him.

The knife clone only uses a three-hit knife combo. He will slice, then use a 
cross slash, then a lunging stab. Make sure to avoid all three consecutively 
so you aren't blindsided. Other than that, he doesn't do anything else. Yeah. 
Only one attack. Seriously.

Speaking of only one attack... the grenadier Deadpool clone will only throw 
grenades. He will jump backwards and throw three grenades on the ground, which 
detonate shortly thereafter. The constant throwing of grenades can get very 
annoying when you are trying to focus on one of the bosses. Naturally, you 
would want to take him out first. If you aren't concerned about the challenge, 
then go right ahead.

The three bosses also have a joint attack that requires a bit of teamwork. If 
there are at least two Deadpool clones left, they can attempt to use a health-
draining attack. One clone grabs you from behind while another appears with a 
cheap wig and microphone. As the clone begins to interview you, your health 
will slowly drain. Repeatedly tap B to free yourself and escape.

Make sure to focus on one Deadpool at a time. If you try to split things 
evenly, then the battle will drag on far too long. Focus on one at a time. 
Like I said, if you aren't worried about completing the challenge, then go for 
the grenadier first.

When a Deadpool clone is defeated, the remaining escape the cage as the camera 
zooms out. Bop Bags are then dropped into the ring before detonating. They are 
dropped down in various formations, such as lining the perimeter or in the 
shape of a heart. You can either dodge them on foot or Web Zip to the top of 
the cage and avoid it entirely.

Naturally, the battle becomes easier after eliminating one of the boss clones. 
Again, continue to focus on one at a time and enter Rage Mode whenever you get 
the opportunity. It is an interesting concept for a boss fight, but at the 
same time it is pretty easy as well.


=== BOSS: Juggernaut =========================================================

Yup. Unlike previous levels where you fought a boss relatively early on, this 
level starts off with a boss fight, right off the bat! Juggernaut isn't the 
sharpest knife in the drawer, and the battle begins with him charging wildly 
around the arena like a bull. Stand somewhere, and the boss will follow by 
chasing after you like a buffoon.

Aside from running around, Juggernaut also has a standard punching combo and a 
diving fist smash. When he uses the latter, dodge to the side to make the boss 
vulnerable. Juggernaut will hunch over, giving you a few seconds of time to 
damage him. When he gets up, back away before he punches your or slams his 
fists down on your head.

At times, Juggernaut will pick up a nearby vehicle and throw it at you. Of 
course, this only happens when he is standing right next to one. Each of the 
vehicles deal different amounts of damage, with the biggest ones dealing the 
most (the cement mixers more than the bulldozers and the pickup truck). It 
doesn't really matter, since you should dodge roll any of them regardless.

There are various times where you will be able to significantly weaken the 
boss. The first is when he uses his diving fist slam, which I already 
mentioned above. The second is after he throws a vehicle at you: he will pause 
and catch his breath. Use a Web Strike, then pound on him before he pushes you 
backwards.

The third is the most fun and can result in you dealing a whole ton of damage 
to Juggernaut. Position yourself so that one of the brown canisters is between 
you and the boss. When he charges at you, roll out of the way so he hits the 
canister. They are flammable and will explode when the boss hits it. Run over 
to Juggernaut and press B to spin him around and toss him like a rag doll for 
a ton of damage.

Weaken Juggernaut and make him vulnerable using one of the above strategies. 
He is a lumbering oaf, so you should be able to dodge the majority of his 
moves. Play it safe and slowly chip away at his health when you get an 
opportunity until his health bar is empty.


=== BOSS: Chaos Juggernaut ===================================================

Juggernaut loses one power source and gains another. Even without his helmet, 
Juggernaut uses the power of the tablet to gain super strength. I bring to 
you: Chaos Juggernaut!

The boss still retains many of the moves used in the first battle, but they 
are all intensified due to his immense strength. Now when he uses his diving 
fist slam, he begins to repeatedly punch the floor. It looks silly when he 
misses, but if he does manage to grab you during the take, you're in for a 
world of hurt. He still uses his three-hit combo, but that's pretty much the 
same as before.

The boss also has new attacks, of course. The boss will leap and plant his 
foot as debris shoots up from the ground and out in front. You'll have to back 
away even farther than normal to avoid getting hit by the mini-shockwave. 
Also, Chaos Juggernaut will kneel down and clap his hands, creating a gust of 
wind. He usually performs this attack several times in a row.

Chaos Juggernaut will sometimes leap out of the building, then come crashing 
down a few seconds later. It is hard to time when he is going to land; when 
you see him exit the building, start Web Swinging or Web Jumping (press and 
hold A when in the air) to stay airborne by the time he lands. This attack is 
very powerful, as it creates a massive shockwave.

There is no way to really weaken Chaos Juggernaut this time around. He does 
not use his bullrun attack that he was best known for in the first boss fight, 
so you cannot tire him out or steer him into hazardous objects. You kinda just 
have to run up and start wailing on him.

Of course, attacking him face-to-face is a dangerous tactic; he can grab you 
and proceed to beat you into a bloody pulp. We don't want that. Use a Web 
Strike Evade to get behind the boss (or just run behind him) and try out a few 
combos on him. He will likely roar as an ensuing soundwave knocks you 
backwards, but at least you got a few shots in on him.

Every so often, the boss will stagger and you will be able to grab him with B 
and chuck him across the arena. This usually happens when you deplete a 
quarter of his health. Chaos Juggernaut will be vulnerable when he misses some 
of his attacks, like his fist slam and stomp attack. Dodge it, then make him 
pay. Keep a defensive stance and whittle away at his health; always play it 
safe, since the boss can drain your health in a jiffy.


=== BOSS: Goblin =============================================================

This boss battle is broken up into a few stages. In the first stage, you must 
target Goblin's weak point: the giant red rash on his back. Ewww. Gross, I 
know. In order to do this, the best way to get behind him is to use a Web 
Strike Evade. Press B to use a Web Strike, then hit A during the process to 
land behind him.

Goblin has several attacks in this portion of the battle. He has a running 
claw swipe, which is pretty easy to dodge since someone of his size can't 
really run that fast. Goblin will also dive in the air and come crashing down. 
Avoid the initial landing, then stay back as he punches the ground to release 
a tiny shockwave.

Also, the boss will unleash a deafening scream, releasing two yellow 
soundwaves in a "V" formation. Even though there's a space in the middle, you 
must run behind him to avoid getting hurt. This move also creates an opening 
for you to attack his weak point. After using the sonic scream attack, the 
boss will stand still and begin yelling more (no soundwaves this time). Run 
behind him and use some strong combos on his weak point.

Goblin's next attacks are mainly used as counterattacks. After you attack his 
back a bit, your Spider-Sense will tingle: back away before Goblin pounds the 
ground and creates a wave. Also if you are facing the boss, he can palm your 
head and toss you across the arena like a ragdoll. Very powerful attack.

After depleting a small amount of his health, Goblin will turn off the lights 
and lumber around the circus tent. Two spotlights spin around the outer edge 
of the room. The center of the room is also lit up. Web Zip around the wooden 
beams and trapezes to get behind the boss. If you step in the light, Goblin 
automatically runs up and attacks you.

Stay on the platforms and the support beams to help hide from Goblin. He can 
attack you up here with his primal scream attack, but only if you are under a 
light. You shouldn't need to use your Spider-Sense here, but it can help 
locate the boss if you lost him. Creep behind Goblin and use a takedown.

The boss gets a little pissed and turns the lights back on. Not only that, but 
he picks up a large pillar and uses it as a weapon. It takes a lot of effort 
to swing the pillar, even for a tough guy like him, so most of these attacks 
are slow and easy to avoid. You aren't always safe behind Goblin, though, 
because he does have a sweeping attack that can hit you from behind. if the 
boss decides to throw the pillar, roll out of the way and wait for him to get 
a new one.

Wait for Goblin to use an overhead smash. It'll take a while for him to hoist 
the pillar back up, so run behind and start attacking the big red rash on his 
back. Quickly dodge when he begins to swing again and wait until the boss uses 
another overhead smash.

When the lights go out again, you will have to lurk in the darkness again. 
Goblin starts using his diving attack while on the ground, but it should not 
reach you if you are up on the perch points. Use another takedown when you get 
the chance (remember, you can use takedowns from above against the boss, so 
you don't have to resort to ground takedowns).

The lights turn on again and Goblin grabs another pillar, but he also sicks 
some gangsters on you. It is a lot easier to have the boss accidentally hit 
and kill his own men rather than you take each individual one down. There are 
a good 20 or so enemies, so it's really fun watching Goblin mow his minions 
down.

You can finish off any surviving members if there are only one or two, but 
otherwise focus on Goblin's weak point again. Keep waiting for that overhead 
slam and get behind him for a clear, open window. This is the last stage of 
the boss battle, so target the weak point until Goblin is no more.


=== BOSS: Mecharm A ==========================================================

Spider-Man encounters two Mecharms in this level: one on Lab-2 and one on Lab-
4. Regardless of which of the labs you visit first, you always encounter 
Mecharm A first and Mecharm D second.

What an easy boss battle. Probably the easiest in the entire game. Mecharm A 
only has two attacks: it will move side to side and poke you. Yeah, the finger 
poke of DOOM! (obscure reference FTW) Also, the boss will sometimes pick up a 
glass canister on the side of the arena and throw it at you. As Spidey would 
say: Meh!

There are several hexagonal symbols etched on the ground in front of you. One 
of them will turn purple and begin to glow. Stand on the glowing tile and wait 
for the Mecharm A to use its finger poke attack. Just before it does, dodge 
out of the way and the mechanical arm will strike the glowing tile. With the 
Mecharm temporarily short-circuited, Web Zip up to Doc Ock and press B to 
deplete half of the boss's health. Repeat this once more to finish the fight.


=== BOSS: Mecharm D ==========================================================

Spider-Man encounters two Mecharms in this level: one on Lab-2 and one on Lab-
4. Regardless of which of the labs you visit first, you always encounter 
Mecharm A first and Mecharm D second.

Mecharm D shares the same exact make and model with Mecharm A. They're pretty 
much the same thing. Therefore, this boss battle is basically an exact replica 
of the one earlier in the level! The only difference is that kamikaze lab 
creatures will be present during this boss battle. They usually appear in 
groups of five. Honestly, they don't add much to the boss battle, because the 
boss's poke attack will likely kill them for you.

Just like before, step on the one glowing tile and wait for Mecharm D to use 
its finger poke. Dodge out of the way with the assistance of Accelerated 
Vision, then climb up and attack Doc Ock. Do this a total of two times to 
break the second Mecharm.


=== BOSS: Doctor Octopus =====================================================

Doctor Octopus starts the fight off inside the machine in the center of the 
room. She will spin around in a circle while constantly firing a laser beam. 
The beam can not only hurt you if you come in contact with it, but if you step 
on one of the tiles on the honeycomb-like floor that has been touched by the 
beam (they glow when hit), you'll get hurt by those as well.

All Doc Ock does is spin around like a ballerina and keep these laser beams 
constantly running. Activate Accelerated Vision and approach one of the three 
reactor cores on the base of the machine. Use Web Pull to yank it out before 
the laser comes and reaches you.

For every reactor core you dislodge, the boss fires off another laser. She 
starts off with one laser, then increases to two once you have removed the 
first core, and so on. Needless to say, pulling out the last reactor core will 
prove to be a tad bit difficult.

Once all three reactor cores are busted, the machine will power down and the 
shield surrounding the boss will lower. Quickly use a Web Strike before she 
can get it back up. Now that she's been knocked from her little coccoon, 
Doctor Octopus will fight you on foot.

In this second phase of the boss battle, Doc Ock scurries across the floor 
like a spider. You cannot hurt her in this phase, for she is encased in 
another protective bubble. All you can do is avoid her like the plague: when 
the boss moves, every tile that one of her tentacles lands on will glow and 
damage you if touched.

Simply avoid the boss until she returns to the middle of the room. As she 
begins to power up, wait for her to release a purple shockwave. For only a 
second or two, Doc Ock's shield will lower after using the shockwave attack. 
Double jump over the wave, then quickly use a Web Strike to stun her. Now 
press B to drain a bit of her health.

This process will repeat until you the boss only has a quarter of her health 
left. As the fight rages on, she will begin to move much faster and pursue you 
harder than ever. You should start using Accelerated Vision in order to avoid 
her and the tiles she activates.

Doc Ock eventually powers up her trusty machine as the third phase of the 
battle begins. Now, she enlists in the help of lab creatures. Doctor Octopus 
floats around the arena - still encased in a protective force field - while 
using her laser attack, albeit this one is slower than normal.

A hologram in the central machine will create lab creates. You can either slay 
the creatures yourself or let the boss do it: position a lab creature between 
you and Doctor Octopus so that her laser beam incinerates the creature before 
it reaches you.

Use the glowing energy cores left behind by the lab creatures and hurl them at 
Doctor Octopus. You cannot damage her any other way, so keep killing lab 
creatures and use their remains to finish off Doc Ock.


=== BOSS: Carnage ============================================================

First-person mode, and this time it's a duel against Carnage! This sequence is 
at a much faster pace than any other previously, so stay sharp. Avoid 
Carnage's tentacle strikes and sharp claws, then punch when you get a chance. 
Spider-Man throws him into a reactor to start the real battle.

Carnage is quick, nimble, and very powerful. His two-hit combo is effective, 
since the second hit has a long reach. Carnage can also use a leaping attack 
that covers a lot of ground and is mainly used when you are far away from the 
boss.

There are some other moves that you likely won't see that much. Carnage will 
sometimes plunge his hand into the ground, and at the same time a giant spike 
emerges from underneath you. He can also counter Web Strikes by sticking 
spikes out of his body like a pufferfish.

By far the most annoying attack that Carnage has to offer is when he melts 
into the ground and ripples through the earth. Tiny string-like pieces 
will "swim" through the ground, and stepping anywhere on the ground will hurt. 
While this move takes place, Carnage will watch from a perch point; almost 
always one of the reactors. Take this time to Zip Kick him into the reactor 
for good measure.

There are two ways to come out victorious: the cheap, yet strategic way, or 
with brute force. I recommend the former, because it is not only easier, but 
also completes a challenge for you. This involves knocking Carnage into the 
reactor.

Web Zip up to one of the two reactors in the arena. Wait for Carnage to zip 
after you; when you see your Spider-Sense tingle, dodge at the very last 
second. If you move away too early, Carnage won't stay on the reactor and will 
immediately jump off. If you get it at the right second, Carnage stays perched 
on the edge of the reactor. Quickly turn around and Zip Kick him into the 
reactor to take out a chunk of his health. Repeat this five times (or more) to 
do some serious damage.

This method gets harder and harder as the boss loses health, so by the halfway 
mark it may not be worth is anymore. Of course, the other strategy is to 
simply beat him into submission. Carnage is fast and has some annoying moves, 
but you have Rage Mode. I recommend a healthy balance of the two strategies to 
ensure a safe and easy victory.


=== BOSS: Carnage ============================================================

Carnage rests peacefully inside of a large cocoon in the middle of the room. 
S.H.I.E.L.D. has programmed their slayer robots to recognize you as an ally 
(why couldn't you guys do that at the start of the level?). Now that the 
robots are on our side, you must do your best to protect them while they burn 
open the boss's cocoon.

You cannot even attack the boss right now, so this is basically no different 
than "protect the scientist" or some other lame variation. Symbiotic creatures 
appear on the edge of the arena and move towards the center. When they reach 
the S.H.I.E.L.D. slayers and begin harassing them, fend them off and let the 
robots do their job. The cocoon can attack by spinning its tentacles around, 
but otherwise it's harmless.

When the cocoon is damaged, Carnage will emerge and you enter a first-person 
sequence. It's a very long sequence, so you will have to dodge and punch for a 
number of rounds. Eventually, you will be able to fight Carnage one-on-one. 
Immediately enter Rage Mode and go to town.

Carnage uses all the same attacks as the previous fight. He has his basic two-
hit combo, his jumping slash, his counterattack, and his ground spike attack. 
The boss also uses that annoying ground ripple attack, except there is nowhere 
to Web Zip to. Just stay on the outskirts of the waves. Carnage can also drain 
your health similar to the corrupted agents, so repeatedly tap B to free 
yourself.

After enough abuse, Carnage goes back to hiding inside the cocoon and the 
S.H.I.E.L.D. slayers are forced to go to work again. Resume protecting them 
from the symbiotic creatures that lurk throughout the boss arena.

Try to use Spider-Sense to see through and around the cocoon for status 
updates on all three robots. Even though saving your Rage Meter for fighting 
Carnage is really important, you should also use some of it when fending off 
these little critters.

If all three S.H.I.E.L.D. slayers manage to be destroyed, you will have to 
wait for three more to be deployed. This can take a little bit, leaving you 
waiting while simultaneously fighting off symbiotic creatures all by yourself. 
It's imperative that you keep the robots alive not only to weaken the boss, 
but to help keep yourself alive as well.

Carnage emerges from the cocoon again as the first-person mode begins again. 
As you could probably figure out, the boss battle will repeat itself using 
this format. Use your Rage Mode to punk out Carnage until he hides like a 
little baby. Burn away his cocoon with the help of the robots, then wail on 
him until you have depleted his entire health bar.


=== BOSS: Mysterio ===========================================================

There are four phases to the final boss fight. As one could easily deduce, in
each of the four stages you take control of one of the four Spider-Men. Here,
you start off the battle as Spider-Man Noir.

Just as a note, there are no challenges to be completed during the Final Act,
so you can go through without worry. There are still Spider Emblems to be
found in order to regain any lost health, but there is no real reward for
collecting them all (aside from getting a good ranking).


--- Noir Dimension ---

Like Spider-Man Noir knows best, he must hide in the shadows from Mysterio. 
Every few seconds, Mysterio creates a large energy orb and holds it over his 
head to illuminate the area. When you see this attack start to form, quickly 
duck behind something and stay in the shadows. If he sees you, he will throw 
the orb at you and deal tons of damage.

Proceed to the left and hide behind one of the pillars. When Mysterio's energy 
orb fizzles out, Web Zip to the floating platform north of you. There are 
multiple islands in this realm and several paths you can take when trying to 
reach Mysterio. There's no set way, so just keep Web Zipping as you get closer 
and closer to the menace.

When you finally reach the island underneath Mysterio, crawl along the side of 
the diagonal wall. Avoid the shining windows and Web Pull yourself up to the 
platform at the top. From here, use a Web Pull to crack Mysterio's helmet.


--- Ultimate Dimension ---

This part of the boss battle begins with him summoning a horde of purple
creatures. Wait for them to circle around you, then use Rage Mode and send 'em 
back to where they came from. After the enemies are killed, the boss begins 
attacking himself by shooting black clouds at you. Dodge the cloud initially 
and also avoid it when it hits the ground and simmers around for a while.

In the next stage of the fight, Mysterio begins shooting out red orbs. These 
orbs float above the arena and shoot purple bolts of lightning into the 
ground. Avoid running underneath the orbs and getting struck by the lightning 
bolts.

After a while, the red orbs stop and create a clone of a previously fought 
boss. Basically any of Spider-Man's rivals can come back to haunt him: Doctor 
Octopus, Deadpool, Vulture, anyone. They will use their signature attacks to 
inflict damage on you, but you should ignore these doppelgangers entirely.

Instead of worrying about the boss clones, focus on the red orbs, which turn 
purple after creating a clone. Jump in the air and use your Web Strike to 
damage the orb. Three Web Strikes will break the orb, which in turn eliminates 
the clone and damages Mysterio slightly.

More orbs will appear, in greater numbers at a time. This means more clones to 
avoid at once. Focus on one orb at a time and only attack when it turns 
purple. Do this until you have depleted one-fourth of the boss's health bar.

At this time, Mysterio creates fissures in the ground, which slowly destroy 
the entire arena. Web Zip across the debris (if you fall, simply recover and 
you will immediately be brought to the debris) to reach a new island.

The battle begins to repeat itself, first with Mysterio summoning more purple 
creatures. Quickly dispose of them with Rage Mode as the boss sends out 
another set of red orbs. This time, Mysterio will attack with his black clouds 
while you attempt to break the orbs. It may be faster and easier to just use a 
midair attack on the orbs instead of resorting to a Web Strike.

Once at half health, Mysterio will once again dismantle the island you are 
standing on. Zip on over to the new one that appears and continue the fight. 
This time, four red orbs appear at a time, along with an army of purple 
creatures. Kill off the creatures before focusing on the orbs. Once the final 
orb is broken, Mysterio will place his hand on the arena. Use a Web Pull to 
crack his helmet and end this portion of the boss fight.


--- 2099 Dimension ---

What is Spider-Man 2099 best known for? Well, other than terrible levels, 
freefalling events! You will enter another freefalling event as you take 
control of Spider-Man 2099 as you plummet through the hazy space. The third
part of the final boss battle begins!

As you fall towards Mysterio, he will use two attacks in order to keep you at 
bay. He either fires more black clouds or conjures up glowing purple rings. 
Dodging the clouds should be a piece of cake, but passing through the rings 
can be a bit more difficult. On some of the rings, segments are blocked out, 
leaving you less room to travel through than normal.

You will need to boost by holding down A in order to catch up to Mysterio. 
Only let up when there are hazards you must dodge or pass through. The rings 
are much harder to avoid than the black clouds, so you may want to use 
Accelerated Vision at times in order to pass through them safely.

When you get close enough to Mysterio, grab on with B and begin punching his 
helmet by tapping X. This should remind you of the Hobgoblin level. Mysterio 
floats away and you will have to catch up to him once more.

Attack Mysterio's helmet a total of three times to move onto the fourth phase
of the fight. Go Amazing Spider-Man!


--- Amazing Dimension ---

Web Swing over to the platform in front of Mysterio and wait for his command. 
Purple creatures appear from the ground and confront you. It's up to you to 
destroy waves upon waves of these irritating monsters. Seriously, it's a lot. 
While you fight them, Mysterio butts in by periodically throwing black clouds 
onto the platform.

After killing enough baddies, the camera will zoom in on a large piece of 
debris on the edge of the platform. Web Pull it off to kick it square into 
Mysterio's face. This takes out a quarter of his health and you will forced 
off onto a new island.

Web Swing to either the left or right of the platform towards the floating 
arches. Jump from arch to arch while evading the boss's black clouds of death 
until you reach a platform identical to the one before. The camera gets a 
little messy here, but just swing around Mysterio to reach it. Make sure not 
to land on one of the three platforms directly under the boss: if you do, he 
will pick you up and squeeze the life out of you before tossing you aside.

Once on the second platform, more purple creatures arrive. The boss fires his 
black clouds in more rapid successions and more at a time. It is harder to 
dodge since either two platforms you may be on don't have much cover. You will 
have to jump and dodge roll to get out of the way. After enough enemies are 
killed, Web Pull the hunk of junk to lower Mysterio's health.

There is one final platform that you will need to Web Swing to. Again, swing 
across the arches and Web Zip onto the third and final platform. There's 
nothing different here than the first two platforms, so you know what's in 
store. Continue exterminating waves of purple creatures while simultaneously 
dodging Mysterio's black clouds.

When Mysterio is down to only a quarter health left, he will lean on one of 
the tiny floating platforms right underneath him. Hurry up and Web Swing to 
the center of the arena; when you get close enough to the boss, Spidey lands 
next to him. Web Pull Mysterio's helmet so he headbutts the platform and gets
a headache that will stick with him for a long time.


______________________________________________________________________________
==============================================================================

[5] CHARACTER BIOS                                                      [0500]

==============================================================================

==============================================================================
 AMAZING SPIDER-MAN
==============================================================================

While attending a demonstration in radiology, Peter Parker was bitten by a 
spider, which had accidentally been exposed to radioactive rays. Through a 
miracle of science, Peter soon found he had gained that spider's powers and 
had, in effect, become a human spider!

At first Peter tried to cash in on his new abilities, using them only for 
personal gain. But when he failed to use those powers for the common good - 
when he let a common thief get away, a man he could have easily stopped - 
Peter Parker paid a terrible price. That same thief would go on to kill his 
beloved Uncle Ben.

From that moment on, Peter learned a valuable lesson: that with great power 
there must also come great responsibility! Now, wherever there's trouble, 
whenever a criminal's on the loose, or lives in danger, Peter Parker swings to 
the rescue as the one, the only, the AMAZING SPIDER-MAN!

Height: 5'10"
Weight: 167lbs
Eyes: Hazel
Hair: Brown

Identity: Secret
Occupation: Adventurer, freelance photographer
Citizenship: U.S.A.
Place of Birth: Forest Hills, Queens, New York
Education: BS in physics, doctoral studies in biochemistry at ESU (incomplete)
First Appearance: AMAZING FANTASY #15 (1962)


==============================================================================
 ULTIMATE SPIDER-MAN
==============================================================================

While on a field trip to Osborn Industries, high school student Peter Parker 
was bitten by a genetically enhanced spider, gifting him with spider-like 
powers and providing the Ultimate dimension with its own Spider-Man. Peter is 
still early on in his adventures, still making mistakes, and still learning a 
lot as he goes.

In the past, Peter has found himself bonded to a black, chemical substance 
that was created by his own father and the father of Eddie Brock in an effort 
to cure cancer. Through this black "suit" enhanced all of Peter's spider-
powers, it also brought out his dark side and nearly drove him to kill.

With the fate of reality at hand, Madame Web has gifted Peter with the ability 
to wear the suit without such pesky side effects, convincing our hero to don 
black once again - and even a chance to enjoy it this time. Once he plays his 
part in saving reality, however, this control will wane. And rest assured... 
that suit is coming off for good!

Height: 5'5"
Weight: 140lbs
Eyes: Brown
Hair: Brown

Identity: Known to S.H.I.E.L.D.; otherwise secret
Occupation: Student; Daily Bugle intern and website maintainer; former
            wrestler
Citizenship: U.S.A.
Place of Birth: Unknown
Education: High school (not get graduated)
First Appearance: (as Peter) ULTIMATE SPIDER-MAN #1 (2000); (as Spider-Man)
                  ULTIMATE SPIDER-MAN #3 (2001); (wearing the black suit)
                  ULTIMATE SPIDER-MAN #34 (2003)


==============================================================================
 SPIDER-MAN NOIR
==============================================================================

In an alternate New York City in 1933, Peter Parker's life changed forever the 
night he was bitten by a spider of mystical origin. He would become the Spider-
Man to avenge the heinous murder of his Uncle Ben at the hands of Norman "the 
Goblin" Osborn - and later to continue the fight against the other monsters of 
society.

In the weeks following Uncle Ben's murder (before "the bite"), Peter's 
inherent belief in justice and standing up to the miscreants of society took 
shape under the tutelage of Daily Bugle photojournalist Ben Urich. Following a 
tip meant for Urich, Peter hid in the shadows as he watched the Goblin's goons 
drop a crate of stolen antiques, revealing the statue of an ancient spider 
god - as well as countless venemous spiders of a rare and huge species.

When one of the spiders bit Peter, he entered a hallucinogenic state in which 
a spider god declared he was now bestowed with "the curse of power". When he 
awoke, Peter discovered a strange array of spider-like abilities - powers he 
has since put to good use, defeating not only the Goblin, but also the likes 
of the Crime Master and Nazi scientist Doctor Otto Octavius.

With the help of Madame Web, who has temporarily harnessed power from the 
Tablet of Order and Chaos, Peter enjoys a slightly wider array of powers than 
he is used to, such as web-slinging, pulling enemies towards him using webs, 
and clinging to walls. He'll be happy to part with these newfound gifts, 
however, if it means saving reality from its current peril...

Height: 5'10"
Weight: 167lbs
Eyes: Hazel
Hair: Brown

Identity: Secret
Occupation: Photojournalist, reporter
Citizenship: U.S.A.
Place of Birth: Forest Hills, Queens, New York
Education: High scoll graduate (saving for college to study science)
First Appearance: SPIDER-MAN NOIR #1 (2008)


==============================================================================
 SPIDER-MAN 2099
==============================================================================

While Spider-Men exist throughout time and space, not all are different 
versions of Peter Parker. Case in point: Miguel O'Hara, the Spider-Man of 
2099, whose powers originate not from a spider bite, but instead from an 
attempt on his life gone awry.

Once employed by one of the largest mega-corporations in the world, Alchemax, 
Miguel was tasked to create a device that would restructure a person's DNA 
with that of a spider's - inspired by the tales of the "Heroic Age" (a.k.a. 
the time of modern heroes), Alchemax had hoped to create a company-owned 
version of Spider-Man.

Against Miguel's wishes, Alchemax used a preliminary version of his work on a 
human test subject, and when the man died, Miguel quit the project 
immediately. That was when he was informed that Alchemax had secretly been 
slipping him a highly addictive drug called Rapture - a drug owned and 
produced solely by the company itself.

Miguel snuck back into his lab and tried to use his genetic splicing device to 
remove all of the Rapture from his system, but little did he know that a 
jealous coworker had tampered with the machine, setting it to repeat the 
spider-DNA splicing program. This time, however, instead of killing its 
subject, the experiment worked. Miguel developed powers similar to those of 
Peter Parker and felt it was his responsibility to suit up as the Spider-Man 
of 2099.

Instead of being a Spider-Man that Alchemax could own and control, Miguel 
became just the opposite - a force for good, constantly fighting to expose the 
giant corporation and all of its evil schemes.

Height: 5'10"
Weight: 170lbs
Eyes: Brown
Hair: Brown

Identity: Secret
Occupation: Adventurer, geneticist
Citizenship: U.S.A.
Place of Birth: Nueva York, U.S.A.
Education: Advanced degree in genetics
First Appearance: SPIDER-MAN 2099 #1 (1992)


==============================================================================
 MADAME WEB
==============================================================================

Cassandra Webb, a.k.a. the mysterious Madame Web, is one of Spider-Man's most 
powerful allies. A gifted medium, telepath, and clairvoyant, she is privy to 
many of the universe's greatest secrets. While her mind and psychic abilities 
are unparalleled, she is physically limited by an ailment which has left her 
blind, mostly paralyzed, and reliant on an elaborate life-support system to 
survive.

When threats to the fabric of reality are too great, she often reaches out to 
the one person she trusts most in the world. Though she can find his sense of 
humor and constant wisecracks annoying at times, Madame Web knows that the 
most dependable champion at her back and call is... her friendly neighborhood 
Spider-Man.

Height: 5'6"
Weight: 110lbs
Eyes: Pale gray
Hair: White; formerly black

Identity: Publicly known
Occupation: Professional medium
Citizenship: U.S.A.
Place of Birth: Salem, Oregon
Education: Unknown
First Appearance: THE AMAZING SPIDER-MAN #210 (1980)


==============================================================================
 KRAVEN
==============================================================================

Segei Kravinoff, the man called Kraven, has one driving passion: to be the 
world's greatest big game hunter! To that end, he has mastered every weapon in 
the hunters' arsenal, from rifles to poison-tipped blow darts, from bows and 
arrows to knives and machetes. But the weapons he prizes above all others are 
his bare hands!

In his travels, Kraven has learned of secret jungle herbs and potions, 
concoctions which have heightened his senses, strength, and speed to the point 
where they are far greater than any animal known to man. In fact, his skills 
are so great, that of all creatures on Earth, only one gives him any 
challenge - and that is why Kraven the Hunter sets his sights on the 
sensational Spider-Man!

Height: 6'
Weight: 235lbs
Eyes: Brown
Hair: Black

Identity: No duel identity
Occupation: Professional game hunter and mercenary
Citizenship: Former citizen of Russia, United Kingdom, U.S.A., and Ethiopia
             with an international criminal record
Place of Birth: Volgograd, Russia
Education: College graduate
First Appearance: THE AMAZING SPIDER-MAN #15 (1964)


==============================================================================
 HAMMERHEAD
==============================================================================

One of Norman Osborn's most ruthless Enforcers is Joseph Lorenzini, the man 
called Hammerhead. Lorenzini earned his nickname for three reasons: One, he 
worked his way up through the organization as one of New York's toughest loan 
sharks. Two, like a shark, he was always moving, stopping only to grab a bite 
to eat, or to bump someone off. And three, the biggest reason they call him 
Hammerhead is because of his inches-thick skull, resulting in an abnormally 
huge head - and an especially damaging head-butt to go with it.

Like most of Goblin's gang, Osborn found Hammerhead at a carnival freak show. 
Back then, he was known as the Human Bulldozer, able to knock through sheets 
of thick ice just by charging headfirst. Years later, as a loan shark, 
Hammerhead would find this method extremely effective as a stylish way to 
break people's backs when they failed to make their payments.

Hammerhead has moved up in the world since then, broadening his deadly 
repertoire. Now, instead of just head-butting people to death, he also enjoys 
mowing 'em down with twin Tommy guns. He almost feels at one with them...

Height: 5'7"
Weight: 212lbs
Eyes: Brown
Hair: Black

Identity: Public
Occupation: Loan shark
Citizenship: U.S.A. with a criminal record
Place of Birth: Brooklyn, New York
Education: Completed sixth grade, then joined freak show
First Appearance: SPIDER-MAN: SHATTERED DIMENSIONS (2010)


==============================================================================
 HOBGOBLIN
==============================================================================

Armed with all of the cutting-edge technology Alchemax has to offer and psi-
powers of unknown origins, Hobgoblin exists for no other reason than to annoy, 
irritate, distract, maim, and if possible, destroy the Spider-Man of 2099. He 
flies through the Nueva York skyline equipped with nanofiber wings, throwing 
pumpkin bombs with the utmost precision.

If Hobgoblin's method of attack seems familiar, the mastermind behind his 
creation drew inspiration from historical accounts, which stated that Spider-
Man of the Heroic Age often encountered enemies who assumed a "Goblin" alter 
ego and executed similar attack methods. It is still unknown whether or not a 
real person exists within Hobgoblin's armor or if he is perhaps even a newly 
born creation of forbidden science.

Rumors within Alchemax go so far as to suggest that graves of past Goblins 
were dug up in order to obtain the DNA necessary to create Miguel O'Hara's 
newest adversary. These reports are unsubstantiated... but not disproven.

Height: 6'4"
Weight: 268lbs in suit
Eyes: Unrevealed
Hair: Unrevealed

Identity: Secret
Occupation: Spider-Man slayer
Citizenship: Unrevealed
Place of Birth: Unrevealed
Education: Unrevealed
First Appearance: SPIDER-MAN: SHATTERED DIMENSIONS (2010)


==============================================================================
 PUBLIC EYE PATROL
==============================================================================

Though they do police the streets and skies of Nueva York, don't make the 
mistake of identifying the Public Eye Patrol as "the police." Run by Alchemax, 
the corrupt organization that inadvertently sourced Miguel O'Hara's spider 
powers, this group of 2099 law enforcers prioritizes the needs of the people 
below the needs of the company. Their standing order: to bring in Spider-Man, 
dead or alive.

First Appearance: SPIDER-MAN 2099 #1 (1992)


==============================================================================
 S.I.E.G.E.
==============================================================================

The largest, toughest members of the Public Eye Patrol outfit themselves in 
Situational Emergency Gear, more commonly known as S.I.E.G.E. In his early 
days of crime-fighting, Spider-Man struggled to defeat just one officer decked 
out in this ensemble. Taking on teams of them isn't going to make this 
whole "saving reality" business come any sooner...

First Appearance: SPIDER-MAN 2099 #11 (1993)


==============================================================================
 ELECTRO
==============================================================================

Scientific experiments by industrialist Justin Hammer transformed a man known 
only as Dillon into a living electric battery, able to control and manipulate 
lethal charges of energy. As Electro, Dillon acts as nothing more than a super-
powered goon - a thug to be sold off to the highest bidder. Career highlights 
include being an enforcer for the Kingpin, a hired gun for Bolivar Trask, and 
an underling for Norman Osborn's "Six."

For years, Electro has heeded others' beck and call, but now he strikes out on 
his own, looking for ways to boost his powers and find a way to finally be 
the "man in charge." 

Height: 5'9"
Weight: 140lbs
Eyes: Blue
Hair: Blonde (shaved bald)

Identity: Known to the authorities
Occupation: Criminal
Citizenship: U.S.A. with a criminal record
Place of Birth: Unknown
Education: Unknown
First Appearance: ULTIMATE SPIDER-MAN #10 (2001)


==============================================================================
 SANDMAN
==============================================================================

Flint Marko (the common alias of the man born as William Baker) was a career 
criminal - a man with no prospects other than petty crimes and a lifetime in 
and out of prison. But all of that changed on one fateful day when, while 
escaping police, Marko hide on the beach of a nuclear test site. Coming into 
contact with that beach's irradiated sand, his body began a strange 
metamorphosis that changed him into an all-new silicon-based life form: the 
Sandman!

As a living mound of sand, Sandman can transform himself into any shape at any 
consistency - from rock-hard stone to a deadly, dusty sandstorm. With these 
abilities, Marko was no longer an average, run of the mill crook - he was a 
full-fledged super villain! And while conventional forces, like the police or 
the army, could no longer stop Marko, Spidey has always figured out ways to 
defeat him.

Over the years, Sandman has convinced himself that if he could just get rid of 
that pesky Spider-Man, nothing would stand in his way!

Height: 6'1" (variable)
Weight: 450lbs (variable)
Eyes: Brown
Hair: Brown

Identity: Known to authorities
Occupation: Professional criminal; former mercenary, adventurer
Citizenship: U.S.A. with a criminal record
Place of Birth: Queens, New York City, New York
Education: High school dropout
First Appearance: THE AMAZING SPIDER-MAN #4 (1963)


==============================================================================
 VULTURE
==============================================================================

More than anyone other than possibly the Goblin himself, Adrian Toomes tops 
the list of the Spider-Man's most hated adversaries. While Osborn may have 
ordered that Ben Parker be silenced in the most lethal of ways, it was this 
man who proceeded to eat Peter's uncle alive. Though Peter believed Toomes 
dead (regrettably, by his own hands), this cannibalistic lowlife and his 
employer have mysteriously resurfaced in recent months.

Before he was taken in to the Goblin's gang, Toomes was the second-biggest 
geek in the carnival freak-show circuit. "The Vulture" performed twice a day, 
biting the heads off live chickens. Caged like an animal (and treated worse 
than one), Toomes grew to hate the humans who paid their two bits for the 
privelege of pointing and laughing at him. Once he was freed from that life, 
the Vulture developed a new appreciation for people... To his twisted 
appetite, he found that they tasted much better than chicken.

Height: 6'4"
Weight: 195lbs
Eyes: Yellow
Hair: Bald (formerly brown)

Identity: Public
Occupation: Enforcer
Citizenship: U.S.A. with a criminal record
Place of Birth: Unknown
Education: No formal schooling
First Appearance: SPIDER-MAN NOIR #1 (2008)


==============================================================================
 SCORPION
==============================================================================

In 2099, Spider-Man knowns Kron Stone as the Scorpion, a hulking monstrosity 
whose mere presence causes anyone to rightfully fear for their lives. But back 
in high school, Miguel O'Hara knew Kron as an entirely different type of 
monster - a rich, pampered creep who bullied just for kicks.

Son to Alchemax president Tyler Stone, Kron would get away with all kinds of 
illegal, immoral, and sadistic behavior, a quick call from daddy usually 
freeing him of any trouble... Well, ALMOST any trouble.

One day, Kron was goofing around in an Alchemax-owned shcool laboratory, using 
the equipment to torment some of the lab animals - including a scorpion. As 
Kron fooled with a gene splicer, a random surge of energy caused an explosion, 
fusing the arachnid's DNA with his own. The accident transformed Kron into one 
of the worst, most fearsome freakers around... and possibly the most pitiable 
enemy Spider-Man has ever faced.

Height: 7'10" (formerly 5'11")
Weight: 605lbs
Eyes: Green
Hair: None (formerly blond)

Real Name: Kron Stone
Identity: No duel identity
Occupation: None
Citizenship: U.S.A. with a criminal record
Place of Birth: Nueva York, U.S.A.
Group Afiliation: None
Education: High-school dropout
First Appearance: TIMESTORM 2009/2099: SPIDER-MAN #1 (2009)


==============================================================================
 DEADPOOL
==============================================================================

Anti-mutant extremist Sergeant "Wadey" Wilson underwent painful cybernetic 
surgeries so he could become... the star of a reality TV program?! Does that 
make any sense? No? Well, neither does Deadpool. He's always been a sick man 
with a sick sense of humor. And now, ever since returning from his apparent 
death while facing Spider-Man and the X-Men, even his very sanity is in 
question (he thinks he's in a video game!). Deadpool still lives for the 
spotlight, however, and for a chance to kill mutants live, televised, and with 
very few commercial breaks. Or just Spider-Man. He'll settle for Spider-Man. 
You know... revenge and everything.

Now you might want to say to yourself, "But Spider-Man isn't a mutant!" Well, 
Deadpool doesn't care. The whole "dying" thing kind of irked him. So Wadey 
would just love a chance to slaughter Spidey during sweeps week... and then 
watch it again in reruns.

Height: 6'2"
Weight: 210lbs
Eyes: Brown
Hair: None (originally brown, then varied)
Face: Kind of like a meatball under there

Identity: Public
Occupation: Mercenary, adventurer, reality TV star
Citizenship: Unrevealed
Place of Birth: Unrevealed
Education: Unrevealed
First Appearance: ULTIMATE SPIDER-MAN #91 (2006)


==============================================================================
 JUGGERNAUT
==============================================================================

When cowardly soldier Cain Marko deserted his military unit in the middle of a 
firefight, he took refuge in a strange cave... where he discovered the mystic 
Ruby of Cyttorak. Upon touching the gem, he was transformed into a living 
Juggernaut, a being of untold strength and might! Thanks to the ruby's magical 
powers, once the Juggernaut decides to head in any direction, no force or 
obstacle can get in his way.

Though a power like that could be an incredible force for good, Juggernaut 
choosed to do whatever he wants, take whatever he wants, and take down any 
super hero who's dumb enough to stand against him. Luckily for Spider-Man, 
this super villain isn't the smartest guy in the world. He can be tricked, 
redirected, or slowed down. But due to the Juggernaut's magic enchantment and 
as he himself is fond of saying: "NOTHING CAN STOP THE JUGGERNAUT!"

Height: 6'10"
Weight: 900lbs
Eyes: Blue
Hair: Red

Identity: Known to authorities
Occupation: Avatar of destruction; former adventurer, teacher, terrorist,
            professional criminal, mercenary, planetary ruler, soldier
Citizenship: U.S.A. with a criminal record
Place of Birth: Berkeley, California
Education: High school (incomplete); some college; military basic training
First Appearance: THE X-MEN #12 (1965)


==============================================================================
 SILVER SABLE
==============================================================================

Silver Sablinova, known around the globe as Silver Sable, is the leader of the 
Wild Pack, the best bounty-hunting team money can buy. In fact, she is so good 
that the rewards she collects for capturing convicts provides enough income to 
fund an entire country, her homeland of Symkaria.

When she's not sipping champagne, wrapped in silver stoles, and living a life 
of luxury, Silver Sable is taking down super villains around the world. From 
time to time, she and Spider-Man will work together to take down the same bad 
guy. However, if Spider-Man does get in the way of her latest target (and 
paycheck), Silver Sable has no problem taking Spide on too!

Height: 5'5"
Weight: 125lbs
Eyes: Blue
Hair: Silver, formerly brown

Identity: Publicly known
Occupation: Mercenery, thief, model; former CEO of Silver Sable International
Citizenship: Symkaria
Place of Birth: Symkaria
Education: College graduate
First Appearance: THE AMAZING SPIDER-MAN #265 (1985)


==============================================================================
 WILD PACK
==============================================================================

Nothing means more to renowned mercenary Silver Sable than her reputation, and 
nothing helps her uphold her stellar record than the help of the Wild Pack. 
Trained and commanded by Sable herself, the Wild Pack excels at completing its 
assigned tasks, only rarely failing its missions. Funny enough, those failures 
typically involve Spider-Man...

First Appearance: THE AMAZING SPIDER-MAN #265 (1985)


==============================================================================
 THE GOBLIN
==============================================================================

Known as the Goblin throughout the underworld, Norman Osborn heads a local 
crime syndicate, employing a vicious gang of strange and twisted men culled 
from the dregs of the carnival freak-show circuit. Osborn collected this army 
of geeks and freaks to build a criminal empire based on the two things he 
desired all his life: fear and respect.

Though the Goblin's name certainly inspires fear and respect in his adult 
life, Osborn adopted the moniker the same way his most trusted Enforcers did - 
by growing up in a freak show. Osborn typically conceals the hideous green 
scales that cover his body and inspired the name behind a fake, flesh-like 
mask (Ironically, it was these very scales that torment that recently saved 
the Goblin's life, when hundreds of venemous spiders covered him, yet failed 
to pierce his skin with their bite.)

Few who have seen what lies beneath that mask ever live to tell about it - 
with one notable web-wielding exception. But now that Osborn has discovered a 
new definition of power thanks to the Tablet of Order and Chaos, there's a 
very good chance that Spider-Man won't survive their next encounter...

Height: 5'9" (as Osborn), 7' (powered by Tablet)
Weight: 150lbs (as Osborn), 375lbs (powered by Tablet)
Eyes: Yellow in right, green in left
Hair: Brown

Identity: Public
Occupation: Head of criminal syndicate
Citizenship: U.S.A. with a criminal record
Place of Birth: Hartford, Conneticut
Education: College graduate
First Appearance: SPIDER-MAN NOIR #1 (2008)


==============================================================================
 DOCTOR OCTOPUS
==============================================================================

Dr. Serena Patel heads Alchemax's Shadow Division, a section performing the 
same kind of sick experiments that led Miguel O'Hara to try to leave the 
company years ago. Human testing, gene splicing, addictive designer drugs - 
nothing is off limits to Patel. Because of this, she knows her lab is a prime 
target for the vigilante known as Spider-Man.

Anticipating reprisals from the S-Man's one-man war on Alchemax, Patel 
fashioned an assault suit to counter, restrain, and if necessary, destroy him. 
To maximize the suit's effectiveness, she patterned it after the one worn by 
her idol, Doctor Otto Octavius, who according to historical records, may have 
possibly destroyed the Heroic Age's Spider-Man in a climactic final battle.

Patel's goal as the Doctor Octopus of 2099? For history to repeat itself.

Height: 5'7"
Weight: 120lbs (155lbs in suit)
Eyes: Brown
Hair: Black

Real Name: Serena Patel
Identity: No dual identity
Occupation: Director of Shadow Division, Alchemax
Citizenship: U.S.A.
Place of Birth: Transverse City, U.S.A.
Group Afiliation: Alchemax, Nueva York Historical Society
Education: Ph.D in nuclear physics with multiple degrees in biology and
           history
First Appearance: SPIDER-MAN: SHATTERED DIMENSIONS (2010)


==============================================================================
 CARNAGE
==============================================================================

More than any other of his adversaries, Spider-Man feels most responsible for 
this mindless, deadly creature... because it was grown out of a sample of 
Peter Parker's own blood! When Peter gave Dr. Curt Conners a blood sample to 
study, he had no idea that Conners would try mixing it with the chemicals from 
Richard Parker's "suit" formula, responsible for both Spider-Man's black 
costume and Venom.

That mixture would grow into a monster that acted purely on instinct, 
surviving the only way it knew how - by draining the very life out of any man, 
woman, or child unfortunate enough to cross its path. Spider-Man thought he'd 
destroyed the creature in the heart of an industrial furnace, only to defeat 
it once more later on with the help of S.H.I.E.L.D. And since then, it appears 
that S.H.I.E.L.D. has been doing some experimentations of its own...

Identity: No dual identity
Occupation: None
Citizenship: None
Education: None
First Appearance: ULTIMATE SPIDER-MAN (2004)


==============================================================================
 S.H.I.E.L.D. CORPSE
==============================================================================

When S.H.I.E.L.D. scientists mixed a sample of Prisoner 900M - the cellular 
abomination recently dubbed "Carnage" - with mystical power from the Tablet of 
Order and Chaos, they hoped to invent a revolutionary new source of energy.

Despite every forseeable precaution, however, the monstrosity escaped. As 
Carnage rampaged through the base, it consumed the life force from countless 
S.H.I.E.L.D. soldiers, then used its Tablet-enhanced power to reanimate them 
into mindless walking corpses bent on destroying any living thing - including 
Spider-Man

First Appearance: SPIDER-MAN: SHATTERED DIMENSIONS (2010)


==============================================================================
 SPIDER-SLAYER MARK II
==============================================================================

The second iteration of S.H.I.E.L.D.'s Spider-Slayer robot walks on two legs 
and is specifically engineered to target symbiotes, such as Venom and the 
strange creature known as Carnage.

Unlike the original Spider-Slayer, which was commissioned by Nick Fury as a 
precaution against Spider-Man potentially turning evil, the Mark II was 
primarily desgined to attack the likes of Eddie Brock.

However, if Peter Parker should for some reason opt to don his black suit 
again, it certainly won't discriminate.

First Appearance: ULTIMATE SPIDER-MAN #100 (Mark I) (2006); SPIDER-MAN:
                  SHATTERED DIMENSIONS (Mark II) (2010)


==============================================================================
 MYSTERIO
==============================================================================

Quentin Beck was once one of the premier special-effects men in all of 
Hollywood. But eventually the thrill of making illusions come to life on the 
big screen wasn't enough for him. He was looking for something far more 
challenging and spectacular; illusions in the real world - things people would 
talk about for generations.

For one of his first stunts, Beck used his skills to duplicate Spider-Man's 
abilities. He planned to frame the wall-crawler for a series of crimes, and 
then capture him as an all-new "hero" called Mysterio, the Master of Illusion. 
After Spidey proved himself innocent and captured Mysterio, Beck had finally 
found the challenge he was looking for! He would use his special effects to 
mess with Spidey's head, to pull off bigger and better crimes, and to defeat 
the spectacular Spider-Man once and for all!

Height: 5'11"
Weight: 175lbs
Eyes: Red; formerly brown
Hair: None; formerly black

Identity: Known to authorities
Occupation: Demonic minion; former criminal, stuntman, special-effects
            designer
Citizenship: U.S.A. with a criminal record
Place of Birth: Riverside, California
Education: High school graduate
First Appearance: THE AMAZING SPIDER-MAN #13 (1964)


______________________________________________________________________________
==============================================================================

[6] CHALLENGES                                                          [0600]

==============================================================================

Challenges can be tracked by viewing the Web of Destiny (press Back). Each 
level has 15 challenges in which you can complete. Completing challenges earns 
you Spider Essence, which can be used to purchase character and combat 
upgrades and ultimately strengthening your character. It is essential to 
complete challenges as you go on, though they are not all requirements for 
progressing through the game.

Completing a challenge will unlock all adjacent challenges. By pressing Y, you 
can track a challenge and view your progression; you can track up to three at 
a time.

Here, I will list all of the challenges for each level. I provided an ASCII 
map of the challenges - mainly because I was bored and was goofing around - 
but should at the very least help determine the location of each challenge on 
the Web of Destiny.


==============================================================================
 KRAVEN
==============================================================================

                                 _,-(#11)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#13)             |             (#12)
                    / `.         _,-(#05)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#03)        |        (#09)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#14)        |        (#01)        |        (#10)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#04)        |        (#02)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#08)-'          `. /
                    (#07)             |             (#15)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#06)-'

--- #01. Oversized Door ---

 Objective: Reach Kraven's hunting ground.
 Spider Essence: +500

Storyline progression. It's near the beginning of the level, and obviously you 
cannot miss it as it is a requirement in order to proceed through the level.


--- #02. Just Keep Swinging ---

 Objective: Perform 5 consecutive Web Swings without touching the ground.
 Spider Essence: +1000

Pretty simple. You can do this just about anywhere, but a good place is just 
beyond the door leading into Kraven's hunting ground. Jump towards the gap 
between the two platforms and begin swinging. Do a Web Swing and perform 
another Web Swing while swinging back and forth across the gap. Just make sure 
not to land on the ground.


--- #03. Evasive Response ---

 Objective: Dodge 10 enemies' attacks using your Defensive Stance.
 Spider Essence: +500

The easiest spot to do this challenge is during your first fight with Kraven's 
hunters. They are weak enough so that you automatically dodge their attacks 
when in a Defensive Stance. Simply stand there while holding the Left Trigger 
and wait for them to attack.


--- #04. Thrill of the Fight ---

 Objective: Defeat 10 hunters.
 Spider Essence: +500
 
This will come automatically as you progress through the level. Seriously. If 
you go the entire level without killing 10 enemies, you are pretty impressive 
(and pretty cowardly).


--- #05. Broken Artifacts ---

 Objective: Hit 10 hunters using sandstone jars.
 Spider Essence: +500

This challenge can be completed early in the level, but if not, you can at 
least get a start on it and finish later on. After your initial fight with 
Kraven's hunters, swing across the pillars and drop down into one of the 
alcoves. These alcoves not only house around five hunters, but also have about 
10 jars apiece.

In order to grab an object such as a jar, wait for you to focus on it (look 
for the red ring surrounding it) and press B to grab it with your webbing. 
Press X, Y, or B to automatically launch it to the nearest enemy. The impact 
likely won't kill the hunter, so repeat this until either all enemies are dead 
or you complete the challenge. If you don't, there will be plenty of 
opportunities later in the level.


--- #06. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. Just after confronting the "Boy Band" (the first batch of Kraven's 
hunters), swing over the pit and enter the second of the two alcoves on the 
right-hand side. Inside the alcove, defeat the enemies and search the side of 
the wall to find it.

2. Just past the first few snipers. As you near the first alcove, turn on your 
Spider-Sense and look up to spot the red outline of several arrow traps. Use 
your Web Swing to swing and jump up to the ledge, dodge the arrows, then 
collect the spider.

3. Inside the main courtyard, on the right-hand side. Stay on the ground level 
and you should find a doorway leading into a tiny room. Go inside to find the 
spider clinging to the wall.

4. Inside the tripwire hallway. Just before the third tripwire is a high ledge 
on the right. Dodge the arrows up here, then turn back towards the entrance to 
the hall to find it high up on the wall. Again, Spider-Sense helps here.

5. After defeating Kraven inside the cage, proceed forward towards the temple. 
Before going inside, search the far left side of the perimeter to find the 
spider crawling on the wall.

6. Inside the temple, on the left wall. Pretty hard to miss.

7. On the second level when activating the platform. Jump across from where 
the switch is to the other side of the room to find a small hallway. Follow 
the hallway to the end to find the Hidden Spider.

8. On the fourth level when activating the platform. Stand on the platform and 
Web Zip over to the ledge across from where the switch is. Defeat the lone 
enemy on this island and collect the spider crawling on the wall.


--- #07. Thrill of the Hunt ---

 Objective: Defeat 30 hunters.
 Spider Essence: +1500

Again, it's hard to pass this one up, though clearly more difficult than only 
killing 10 hunters. Nevertheless, show no mercy and defeat every enemy you 
come across, and you should have this in the bag by the level's end.


--- #08. Standing Target ---

 Objective: Zip kick 5 gunners off their perch point.
 Spider Essence: +1000

There are exactly five perched snipers in the level, so you essentially only 
have one chance at getting the challenge. To perform a Zip Kick, simply be in 
range of the perch point and press the Right Trigger. If one is occupied, 
Spider-Man will automatically knock him off the edge. Take into account that 
there is no room for error in this challenge.


--- #09. Strike! ---

 Objective: Successfully web strike 10 hunters
 Spider Essence: +2000

You might as well complete this challenge as soon as you are taught how to use 
Web Strikes. Test it out on the guinea pig hunter that appears through the 
doorway. You only have to hit him with a single Web Strike, so you can hit 
him, back up, and do it nine more times. This can be done any time after 
learning the technique.


--- #10. Hunter's Prey ---

 Objective: Take out all of the hunters in the main courtyard in under 4
            minutes.
 Spider Essence: +3000

In order to make note of the time remaining in this challenge, track it. The 
challenge is pretty self-explanatory and not all that difficult. The only 
thing that'll give you trouble is the location of the gunners. They hide on 
the outskirts of the courtyard on a high ledge, so they can be hard to spot. 

Other than that, the Jackals can be annoying with their tendency to block all 
of your attacks. Use an Air Strike (hold Y) to break their defenses. The good 
news is that there is a checkpoint at the start of this challenge, so you can 
always restart if you fail.


--- #11. Emblem Collector ---

 Objective: Collect 35 Spider Emblems.
 Spider Essence: +2000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #12. Sitting Duck ---

 Objective: Dodge 10 bullets from Kraven's sniper to the waterfall area.
 Spider Essence: +3000

Make sure to wipe out the surrounding enemies before you focus solely on 
dodging Kraven's sniper fire (though you may have inadvertantly dodged a few  
shots while fighting the hunters). When a red ring forms around the scope, it 
means that Kraven will be firing a shot. As the ring forms, Spider-Man's head 
will tingle. Hold down the Left Trigger and roll out of the way. Dodging 
sniper fire is actually a lot easier than it sounds.


--- #13. Heavy Fall ---

 Objective: Take out a Goliath Hunter by performing a finishing grab.
 Spider Essence: +1500

As the Goliath's health dwindles, a button prompt appears over their head. 
Make sure to refrain from using any other attack and press B to instead 
execute a finishing grab to win the cage match.


--- #14. Kraven's Den ---

 Objective: Take out Kraven in the caged arena.
 Spider Essence: +2000

Storyline progression. You have to beat Kraven in the cage in order to 
continue through the level, so this is a given.


--- #15. Pillars of Strength ---

 Objective: Get 10 pillars destroyed in the final fight against Kraven.
 Spider Essence: +3000

There is a hefty number of pillars surrounding the arena during the final 
fight. Zip onto one, then wait for Kraven to lunge towards you. Hold the Left 
Trigger and jump to evade his attack, and his knives will get stuck in the 
side of the pillar. The process of removing the knives will destroy the 
pillar. You can also use a Web Strike to knock Kraven over and break it 
yourself. Do this a total of ten times to complete the challenge.

Also, Kraven will sometimes break pillars with his own strengthened attacks, 
but my strategy is more efficient since you have more control of the situation.


==============================================================================
 HAMMERHEAD
==============================================================================

                                 _,-(#14)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#15)             |             (#06)
                    / `.         _,-(#02)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#11)        |        (#13)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#07)        |        (#01)        |        (#08)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#05)        |        (#04)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#10)-'          `. /
                    (#09)             |             (#12)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#03)-'

--- #01. Open Gates ---

 Objective: Rescue the 3 workers from the first trainyard.
 Spider Essence: +1000

Storyline progression. You have to rescue the three civilians in order to gain 
access through the trainyard. Sometimes they can be hard to spot though; if 
their frantic cries for help isn't enough, try using your Spider-Sense.


--- #02. Hang in There! ---

 Objective: Perform 5 takedowns while perched above guards.
 Spider Essence: +1500

For the record, you do not have to be directly above an enemy in order to get 
this challenge. As long as you are at a higher elevation than the target, 
performing a takedown will count towards this challenge. This is a very long 
level and there are countless opportunities to get this, so it should be 
unlocked sooner or later.


--- #03. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. At the very start of the level. Subdue the first gangster nearby and wait 
for Hammerhead and his goons to move to the north end of the area. Drop down 
to the ground and turn around to face the two cars. Walk past them and look 
underneath the archway to find the spider.

2. In the first area of the level, before passing through the first unlocked 
gate. To the left of the gate is a pair of metal storage crates. Turn on your 
Spider-Sense and jump on top of the crate, then drop down on the other side to 
find the Hidden Spider tucked in a corner.

3. In the area where you find the third trainyard worker. There is a lone car 
on the left side of the area; the spider is crawling on the side of it.

4. Go through the gate that the third worker unlocks for you. Defeat the one 
gangster here and walk behind the train car on the right to locate it.

5. Inside the trainyard while trying to rescue the five civilians. From the 
main entrance to the trainyard, drop to the ground and move to the left. Go 
around the side of the building and on the far left wall are two metal crates 
stacked on top of each other. Hop on top of them to find the spider crawling 
along the side of a building.

6. On the south end of the trainyard while trying the rescue the five 
civilians. From the watertower in the southwest end of the trainyard, walk 
east with your Spider-Sense on to find an open train car. Go inside to find 
the spider.

7. Located on the northwest end of the trainyard while trying the rescue the 
five civilians. It's inside another open train car, just next to the dropoff 
point.

8. The final Hidden Spider is also in the trainyard while trying the rescue 
the five civilians; on the northwest corner of the area. Run over to the 
corner to find it crawling on a storage bin.


--- #04. Grounded! ---

 Objective: Standing safely back, perform 3 takedowns while on the same level
            as your target (ground takedowns).
 Spider Essence: +1500

Ground takedowns are slightly more challenging since you are on the same level 
as your target and have a higher chance of getting caught. As long as you stay 
behind the target and at a fair enough distance, you can pull off a ground 
takedown. Again, there are plenty of enemies in the level and you only have to 
do it three times, so this one is a piece of cake.


--- #05. Spider's Mark ---

 Objective: Perform 10 takedowns.
 Spider Essence: +1000

This should happen naturally as you progress through the level. You should 
never leave an enemy standing, and since there are more than 10 enemies in 
this level... yeah...


--- #06. Stealthy ---

 Objective: Takedown 5 guards in a row without raising the alarm.
 Spider Essence: +3000

If you are skilled enough at handling Spider-Man Noir, you can accomplish this 
feat virtually anywhere. I found that a good area is inside the warehouse. 
There are around six gangsters, and each of them are at a far enough distance 
that you can subdue one without alerting another one nearby. Plus, there is 
plenty of areas to hide here, whether it be behind a train car or climbing 
high up on a wall.

Either use a stealth takedown from above or wall takedowns on the two 
gangsters on the outer perimeter. They maneuver around the catwalk, so one is 
likely to be far away from the other. Once the are dealt with, drop down onto 
one of the train cars on the ground. Three gangsters move around with 
flashlights while a fourth stands still in the middle of a spotlight. Ignore 
him, since it's easier to take down the other ones.

Use any type of takedown that you can; whichever ones feel comfortable in this 
situation. Takedowns from above usually work best since you can stay on top of 
one of the train cars while you wrap up the enemies from above. If you fail 
here, you can always try again later on in the level or simply restart at the 
last checkpoint.


--- #07. Headstrong ---

 Objective: Win the first encounter against Hammerhead.
 Spider Essence: +1500

Storyline progression. You obviously have to beat Hammerhead in order to move 
on, so just follow the boss strategy in the walkthrough if you need help.


--- #08. Gatling Gone ---

 Objective: Make Hammerhead destroy 6 stone columns in the first encounter.
 Spider Essence: +3000

The arena in which the boss fight takes place resembles a coliseum. There are 
many archways connected by thick, sturdy pillars. Hammerhead and his rotating 
gatling gun is situated dead in the center of the coliseum. In order for the 
columns to be destroyed, you must get Hammerhead to focus his fire on one of 
them.

Two ways of getting this done: walk inside the coliseum to get Hammerhead's 
attention. As he begins to fire, stay inside and run laps around the rotating 
train car that Hammerhead is firing from. You should be fast enough to outrun 
the gatling gun, and as you pass each column it'll get worn down from the 
gunfire. This may be the safe way, but this method takes a very long time.

The other method is to stay on the outer end of the coliseum. Hide behind a 
stone column, then peek out from one side to get Hammerhead's attention. As he 
fires, walk back behind the column and to the other side. Peek around to the 
other side to get Hammerhead to shift to this side. He will strafe, causing 
some gunfire to hit the column.

Keep running back and forth behind the column, peeking around the corners over 
and over. This way, the gunfire is contained to one column and you can have 
them destroyed one at a time. You may want to start destroying columns when 
Hammerhead is low on health. If you destroy all the cover at the start of the 
battle, you're kinda screwed.


--- #09. Spider's Bite ---

 Objective: Perform 20 takedowns.
 Spider Essence: +2000

You should have used some sort of takedown on every single enemy thus far. You 
will have likely reached 20 enemies just after the first boss battle against 
Hammerhead. If you still don't have the challenge by this point, continue 
ahead irregardless. There's more enemies to come.


--- #10. Night Off ---

 Objective: Rescue the 5 workers from the second train yard.
 Spider Essence: +2500

Storyline progression. You have to rescue the five civilians in order to gain 
access through the trainyard. Defeat the batch of gangsters guarding each 
civilian, then use Web Pull to free them from the train car and take each one 
to the various dropoff points in the trainyard.


--- #11. Whispers in the Dark ---

 Objective: Perform 3 takedowns while sneaking within arm's reach of your
            targets (close-up takedowns).
 Spider Essence: +1500

This is probably the hardest type of takedown to execute. The close-up 
takedown is similar to the ground takedown, but you practically need to be 
breathing down the enemy's neck when you press B. It can really only be used 
on enemies that are by themself. Get behind a patrolling guard and slowly move 
up to them. When you are directly behind, hit B. Even stationary enemies 
standing underneath a light are good candidates, but make sure there are no 
nearby enemies to witness your attack.


--- #12. Stealth in Style ---

 Objective: Perform 4 different types of takedown.
 Spider Essence: +2000

The four types of takedowns are: takedown from above, ground takedown, close-
up takedown, and wall takedown. All are fairly self-explanatory: if you have 
gotten the other stealth-related challenges, then you will have automatically 
completed this one. Read up on the other challenges for more info on each type 
of takedown.


--- #13. Against the Wall ---

 Objective: Perform 3 takedowns while you are crawling on walls.
 Spider Essence: +1500

The wall takedown is a tricky type of takedown to nail. First off, there are 
not many opportunities for you to grab an enemy while on a wall. Second, the 
camera goes out of whack when you are crawling on walls and ceilings, making 
it difficult to target an enemy.

The best places to pull off wall takedowns are open areas, such as the 
warehouse and the trainyard where you have to rescue the five civilians. Climb 
on a wall and slowly creep down towards an unsuspecting target. If you are low 
enough to the floor and in range, you will be able to perform a wall takedown.


--- #14. Emblem Collector ---

 Objective: Collect 20 Spider Emblems
 Spider Essence: +2000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #15. Express Delivery ---

 Objective: Beat Hammerhead's men in the ambush in the final trainyard in
            under 2 minutes.
 Spider Essence: +3000

It's pretty simple to clear out the ambush in under two minutes, even though 
you are probably used to taking out enemies by means of stealth. There will be 
none of that here, so you must rely on combos and other abilities to defeat 
the gangsters.

The first wave consists of a few light gangsters and a captain or two. Try and 
knock out the weaker ones first, or at least single enemies out so you can 
take the group down one-by-one. Trains will speed through the trainyard and 
can damage you, but will also damage any enemy that wanders onto the tracks. 
The last enemy is a heavy gangster. He has a lot of health, but can be beaten 
if you get behind him and attack his back.


==============================================================================
 HOBGOBLIN
==============================================================================

                                 _,-(#14)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#08)             |             (#10)
                    / `.         _,-(#05)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#11)        |        (#07)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#04)        |        (#01)        |        (#15)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#02)        |        (#03)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#09)-'          `. /
                    (#13)             |             (#12)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#06)-'

--- #01. Cosmetic Surgery ---

 Objective: Smash Hobgoblin 4 times into things during freefall.
 Spider Essence: +2500

This is best done during the freefall that opens the level. That way, if you 
fail you can simply restart the level. The first freefall is also the longest 
and contains the most hazards to knock into.

Catch up to Hobgoblin by holding down A until you are able to grab onto his 
back with B. Once you do, you are able to steer him around with the Left 
Analog Stick. Refrain from punching Hobgoblin, because doing so will weaken 
him and make him knock you off faster.

Steer Hobgoblin into the hazards that line the shaft, such as support beams 
and pipes. You should have a number of opportunities during the first 
freefall, and it's essential that this is the first challenge you complete.


--- #02. Freefall Fury ---

 Objective: Punch Hobgoblin 25 times during freefall.
 Spider Essence: +2500

I suggested that you aim for the first challenge during the opening freefall, 
so this one will have to wait for the level's second freefall. If you are 
quick and efficient, you should be able to get off around half of the required 
punches during the first freefall AFTER completing the first challenge (well, 
I managed to at least). If you have anywhere from 12-17 punches landed after 
the first freefall, the others should be easy to pick up during the last one.


--- #03. Who's Laughing Now? ---

 Objective: Win the first fight against Hobgoblin.
 Spider Essence: +1000

Storyline progression. Simply come out on top against Hobgoblin in your first 
battle against him to win the challenge.


--- #04. Crow's Nest ---

 Objective: Land on one of the high antennas in a monorail section.
 Spider Essence: +1000

On either side of the highway are two monorail sections. Pay attention to the 
tall towers along the monorail sections. Web Swing towards one of them and 
hold down A to get a speed boost. Continue Web Swinging until you are within 
reach of a Web Zip to the top of one of the antennas.


--- #05. Bench Press ---

 Objective: Hit 5 Public Eye Patrol officers with benches.
 Spider Essence: +1000
 
In the hallway just after defeating the first batch of P.E.P. officers is a 
long row of benches. There are more than five enemies in this corridor and the 
benches do not break over use, so go to town here. Just pick up a bench with B 
and toss it at the nearest enemy.


--- #06. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. On a balcony above and to the right of the first building you enter (after 
defeating the first few P.E.P. officers). After eliminating the officers, Web 
Zip up onto the balcony (the balcony and the spider are both easy to see in 
Spider-Sense) and grab the spider.

2. Inside the bench-infested hallway. Before leaving, climb onto the blue 
circle above the doorway to find the spider. It's a tad difficult to spot due 
to the illumination of the blue lighting.

3. Found in the area where you learn about Accelerated Vision. When you get a 
chance, jump on top of the roof of the small dome on the left side of the 
platform. You can reach the spider during the second fight againt Hobgoblin if 
you missed your chance when fighting the P.E.P. officers.

4. After climbing up the broken elevator shaft following the second Hobgoblin 
fight, defeat the enemies in the room and Web Swing across the gap. Beat up 
the other officers here on this platform. Before entering the next chamber, 
activate your Spider-Sense and crawl along the edge of the platform to find 
the Hidden Spider.

5. In the room following where you found the third Hidden Spider. It is 
crawling on a blue circle above a door on the left side of the room. It's 
kinda hard to see due to the illumination of the blue lighting. Make sure you 
collect this one before you kill the final enemy in the room, or else you'll 
trigger a cutscene and a checkpoint. If this happens, you will not be able to 
restart before the checkpoint and will have to play the entire level over. =/

6. There are large archways directly above the roof arena where you fight 
Hobgoblin for a third time. After the battle, Web Swing up to one of the 
archways, then Web Zip across to the arch above the building to find it.

7. Inside the room after finding the previous Hidden Spider. Climb onto the 
ceiling to reach it.

8. In the corridor just before the final battle against Hobgoblin. After 
exiting the room that contained the seventh Hidden Spider, Web Swing onto one 
of the walls. The Hidden Spider is inside a decorative arch near the ceiling. 
You cannot Web Zip or even climb onto the arch, making it difficult to snag.

After swinging onto a wall, climb up and onto the ceiling. Position yourself 
on the ceiling so that you are directly above the center of the arch (just 
above the central beam). What you have to do is drop down by pressing A, and 
since you cannot land on the arch where the spider is, simply falling past it 
automatically collects the spider. It's a huge pain, I know.


--- #07. Air Traffic Control ---

 Objective: Destroy 5 Jet Bikes
 Spider Essence: +1000

The first place you encounter jet bikes is just past the bench-filled hallway. 
They can only be destroyed by using Web Strikes. Get close enough to a jet 
bike - either by jumping or swinging - and press B to kick it out of the sky. 
Your first encounter with jet bikes puts you up against a good eight to ten of 
them, so you should be able to nail this challenge with ease.


--- #08. Boomshakalaka ---

 Objective: Divert 3 missiles into Public Eye Patrol officers.
 Spider Essence: +3000

Sounds tricky, but it's a lot easier with Accelerated Vision. The best chance 
to obtain this challenge is when you first learn about Accelerated Vision. 

Kill off the first rocket officer and another one will appear alongside some 
regular P.E.P. officers. When a rocket officer fires a shot off, use 
Accelerated Vision and run behind one of the enemies. The missile should 
follow and instead connect with an officer instead. As long as you leave the 
rocket officer alive, you can use him to kill off the other enemies.


--- #09. Drop Something? ---

 Objective: Force Hobgoblin to drop his bombs 3 times.
 Spider Essence: +3000

Try and get this one done during the second boss battle against Hobgoblin. 
It's actually pretty challenging and requires a nice amount of timing. What 
you have to do is throw an object at Hobgoblin just as he summons a bomb so 
that he drops it when the object hits him. If you are too slow, he will throw 
the bomb and the object will hit him, fall off the edge, and go to waste.

Obviously, this is a lot easier to do without any P.E.P. officers, so only do 
this after completing the "Hot Potato" challenge. Both of these challenges can 
be completed during the second Hobgoblin fight. There are a lot of objects 
here, including benches and crates. All you have to do is nail the timing. It 
is tough, though, and may require a retry if you run out of things to throw.


--- #10. Hot Potato ---

 Objective: Hit 5 enemies with Hobgoblin bombs.
 Spider Essence: +1500

Another one that should be completed during the second Hobgoblin fight. Unlike 
the last challenge, you obviously need to get this one done while the P.E.P. 
officers are still alive. Six enemies join Hobgoblin during this fight, so you 
only have six chances to get it right.

When Hobgoblin throws a bomb, catch it in midair. Instead of throwing it back 
at him, move the camera so you are facing a random enemy. Make sure the red 
ring is underneath them instead of the boss so you will throw the bomb at 
them. The officer will be killed in one shot, so you do really only have six 
chances at this challenge. It's annoying that you cannot hurt the officers 
while they attack you, but just ignore it and soak up the damage like a sponge.


--- #11. Like a Blur ---

 Objective: Defeat 5 enemies while in Accelerated Vision.
 Spider Essence: +1500

Yep, just any five enemies. Since Accelerated Vision depletes in a flash and 
takes a bit of time to regenerate, it doesn't have to five consecutive 
enemies. Just take any five guys you find throughout the level and turn on 
Accelerated Vision before you punch their face in.


--- #12. Resisting Arrest ---

 Objective: Defeat 30 Public Eye Patrol officers.
 Spider Essence: +1500

30 seems like a hefty amount, but you will have encountered at least that many 
up to the second freefall event. Make sure to kill every enemy you come across 
to win this easy challenge.


--- #13. Who's Next? ---

 Objective: Defeat the Public Eye Patrol on the roof arena in under 4 minutes.
 Spider Essence: +3000

The only officers that should give you trouble are the crazy red captains that 
seemingly know kung-fu. Disarm the gunners, smash the shock baton officers, 
and throw objects at the red captains. Hobgoblin will inadvertently help out 
when he tosses his Hobgobin bombs at you. If you divert all attention to the 
officers, you should be able to make good time.


--- #14. Emblem Collector ---

 Objective: Collect 25 Spider Emblems
 Spider Essence: +2000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #15. Sweet Dreams ---

 Objective: Defeat 20 Gargoyles in the final fight.
 Spider Essence: +2500

Storyline progression. At certain points in the fight against Chaos Hobgoblin, 
he will hide in protective force field and summon gargoyles. You must 
eliminate every last gargoyle before Hobgoblin emerges and resumes fighting 
Spider-Man. This happens roughly three times in the fight. There are actually 
more than 20 gargoyles in this fight, so I'm pretty sure it's impossible to go 
without completing this challenge.


==============================================================================
 ELECTRO
==============================================================================

                                 _,-(#11)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#03)             |             (#09)
                    / `.         _,-(#04)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#05)        |        (#12)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#10)        |        (#02)        |        (#15)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#08)        |        (#06)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#14)-'          `. /
                    (#13)             |             (#07)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#01)-'

--- #01. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. In the first tunnel at the start of the level, enter the side room at the 
tunnel's entrance. Climb up onto the wall above the doorway to locate the 
Hidden Spider.

2. After rescuing the four workers in the flooded corridor, Web Swing over to 
the northern end and zip up to the very top balcony. Land and go inside the 
tiny room to find the second spider.

3. Just after defeating the first purple electric creature, walk to the right 
side of the area; the spider is crawling on the side of a truck.

4. After you cross the three cables, jump off onto the ground and eliminate 
the green and purple electric creatures. Once the coast is clear, search 
behind the truck on the left to find the spider on the ground.

5. Inside the tunnel just after the second fight with Electro. Drop down into 
the large crater and you should spot the spider crawling around on the floor.

6. In the entrance to the main power plant. In the middle section, walk 
towards the ramp where the two trucks are stationed (that Electro uses to try 
and kill you). Instead of walking up the ramp, go behind it and turn on your 
Spider-Sense to find the spider crawling on the back side of the ramp.

7. In the entrance to the main power plant. From the doorway leading into the 
power plant, go to the right and search the far wall. The Hidden Spider is 
clinging to the wall behind the sparking generator tower thing.

8. The final spider is inside the power plant. It is on the wall behind the 
first dropoff point, right underneath the giant "2".


--- #02. Lightning Rod ---

 Objective: Rescue 4 workers in the flooded power plant area.
 Spider Essence: +1500

Storyline progression. Near the beginning of the level, Electro will flood a 
large corridor with electrified water. Swing back and forth across the chamber 
and rescue the workers; you need to do so in order to open up the exit.


--- #03. The Blue Bomber ---

 Objective: Win the first battle against Electro.
 Spider Essence: +1000

Storyline progression. Simply beat Electro in a fight at the first generator 
to complete this challenge.


--- #04. Red Raid ---

 Objective: Clear the first red electric creature ambush in less than 1
            minute.
 Spider Essence: +2000

This is where button mashing can actually come in handy. The red electric 
creatures fall in one hit, so all you need to do is mash the X button over and 
over again. Red electric creatures explode after being defeated, so sometimes 
a fallen foe will end up taking out a few of his comrades along the way. I 
managed to complete this in around 20 seconds. Yawn.


--- #05. Electruck ---

 Objective: Evade the 3 electrified trucks on the dam as they charge towards
            you.
 Spider Essence: +1500

Along the dam, three electrified trucks will speed towards Spider-Man. They 
are big and fast, but are easy to notice if you look ahead. Simply roll out of 
the way for each of the three trucks. If you fail, restart to return to the 
previous checkpoint (which is right at the start of the dam).


--- #06. Laser Cut ---

 Objective: Use green electric creatures to defeat 10 other creatures.
 Spider Essence: +3000

Green electric creatures have only one attack: they fire a constant green 
laser beam from their hands. The creatures do not move and will rotate around 
if you try and run behind them. Since these foes are basically spinning laser 
beams of death, you can actually use them to your advantage.

If you are in a populated area, use the green electric creature to take down 
other enemies. All you need to do is run around the green electric creature so 
that while he spins, his spinning laser beam cuts down any other enemy that is 
unfortunate enough to get hit. This is best done in the dam, since there are 
plenty of red electric creatures to be used as fodder.


--- #07. Short Circuit ---

 Objective: Disrupt 3 overcharged attacks from purple electric creatures by
            throwing objects at them.
 Spider Essence: +1000

This is best done at the first purple electric creature you find. The only 
trouble is that you need to keep him alive long enough so he can use three 
overcharge attacks. Hit the purple electric creature only a couple times with 
your fast attacks, just enough so he gets riled up. When he roars and is 
covered in electricity, pick up an object and throw it at him. Whack him once 
or twice more and wait for it to happen again. Do this a total of three times.


--- #08. Anger Issues ---

 Objective: Activate the Rage Mode for the first time.
 Spider Essence: +1000

Storyline progression. You automatically enter Rage Mode at a certain point in 
the level (after defeating the first purple electric monster), so you clearly 
cannot miss out on this challenge.


--- #09. Shock Proof ---

 Objective: Win the second battle against Electro.
 Spider Essence: +2000

Storyline progression. Come out victorious against Electro a second time to 
beat this challenge. Gosh, there are a lot of automatic challenges in this 
level...


--- #10. Black Out ---

 Objective: Dispatch every Electric Creature outside the main power plant
            within 4 minutes.
 Spider Essence: +3000

As soon as you reach the entrance to the main power plant, the timer will 
begin counting down. The first wave of enemies are red electric monsters. If 
you want to be quick, use Rage Mode to clear 'em out in a jiffy. Swing up onto 
the cable and run across, then drop onto the platform below.

There are more red electric creatures here, which you can use to build up your 
Rage Meter to eventually use again. But first, Zip Kick the blue electric 
creatures that are lining the streetlights. There are a buttload of red guys 
here, so use your Rage Mode to easily dispatch them.

Make sure to follow Electro: when he moves on to a new area, it means that you 
have cleared out the area. Follow him up the ramp and zip to the streetlights 
to avoid the two trucks. Stay up here and Zip Kick the green electric 
creatures to their death. Drop down and begin attacking the two purple 
electric creatures. It's best to use Rage Mode against these beasts: build up 
the Rage Meter by killing red guys, then use it on the purple ones.

After the two purple ones die and the others fall, turn to the right and pass 
the locked door to find two more purple electric creatures. There are also a 
number of green electric creatures and red electric creatures. Take out the 
ones perched above, then worry about the others. 4 minutes is a long time, but 
you may be cutting it close by the end. Just make sure to not waste any time 
looking for collectibles, since you can do that after the challenge is over.


--- #11. Emblem Collector ---

 Objective: Collect 40 Spider Emblems
 Spider Essence: +2000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #12. Zippin' Zapper ---

 Objective: Zip kick 20 perched electric creatures.
 Spider Essence: +1500

There are probably 20 perched electric creatures in the main power plant 
entrance alone. If you count the ones at the start of the level and the random 
others in between (like during the second boss fight with Electro), it is only 
a matter of time before you win this challenge.


--- #13. Raging Storm ---

 Objective: Land 25 consecutive hits on Electric Creatures in a single Rage
            Mode.
 Spider Essence: +3000

This sounds tricky, but you have plenty of opportunities during the raid on 
the main power plant entrance. There are several occasions where you are 
swarmed by red electric creatures. Simply enter Rage Mode and begin hacking 
them apart; you should reach 25 consecutive hits with ease.


--- #14. Enraged ---

 Objective: Use Rage Mode to dispatch a total of 50 Electric Creatures.
 Spider Essence: +2000

Again, the main power plant entrance is by far the best place to complete this 
challenge. There are TONS of enemies here, and you should be using Rage Mode 
often in order to take them down. Make sure to use Rage Mode at any 
opportunity you get and you should be fine.


--- #15. Hold On! ---

 Objective: Rescue 5 workers inside the electrified power plant area.
 Spider Essence: +2500

Storyline progression. You have to rescue all five workers in order to move 
through the level, so this naturally comes to you.


==============================================================================
 SANDMAN
==============================================================================

                                 _,-(#09)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#02)             |             (#07)
                    / `.         _,-(#04)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#13)        |        (#05)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#15)        |        (#01)        |        (#08)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#14)        |        (#06)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#11)-'          `. /
                    (#10)             |             (#12)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#03)-'

--- #01. Zip Apprentice ---

 Objective: Web-zip on 3 moving objects
 Spider Essence: +1000

This is real easy. It's technically storyline progression, as you need to use 
the moving objects being blown around by Sandman's tornado form in order to 
cross the sand pit. If you begin hitting the Right Trigger enough, you should 
automatically zip to one.


--- #02. Zip Master ---

 Objective: Web-zip on 50 moving objects.
 Spider Essence: +2000

From three all the way to 50?! Still, this challenge is more time-consuming 
than difficult. I recommend staying at the entrance to the level in order to 
finish this challenge, for it's the easiest and earliest spot you can do it. 
All you have to do is repeatedly swing onto moving objects until you get it.


--- #03. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. Right at the start of the level, Web Zip onto the first wooden pole and 
look on the left side of the area. There is a Hidden Spider crawling on the 
side of a wooden building to your left. You can only Web Zip onto the wall, so 
wait for any flying objects to pass before getting there.

2. Inside the first sand pit. Once on the second square platform, look above 
you with your Spider-Sense turned on and comb the side of the walls to find 
wooden parts you can crawl across. There should be a wooden section of the 
wall that you can Web Zip onto. Stand on the left side of the platform and Web 
Zip onto the wall, then crawl up to reach the spider.

3. Inside the first sand pit, up the multi-tiered platforms just before 
reaching the first water tower. It's lying right on one of the steps, so it is 
pretty hard to miss.

4. Just after entering the mine shaft, peer over the edge and you should see a 
few wooden beams below you. Carefully fall down onto the one closest to you 
and walk towards the side of the wall; the spider's down here.

5. On the far right side of the walkway inside the boss chamber where you 
fight Sandman a second time. It's possible to collect this one during the 
battle against Sandman.

6. Located in the second sand pit. When you reach the train tracks that take 
you to the second water tower, go to the left instead of the right. It takes 
you to a dead end, but the spider is located here.

7. This Hidden Spider is on the side of a wall just off to the side of the 
third water tower. Turn your back to the water tower and walk towards the back 
wall, then look off to the right. Just off the edge of the platform is the 
spider on the wall. Do a double jump over to the wall and grab it, then 
perform a recovery to get back to ground safely.

8. As you go to rescue the miner, look down in the gap between the passage and 
the island he's stuck on. Jump off the edge and collect the Hidden Spider 
crawling on the side of the wall down here, then perform a recovery to save 
your fall.


--- #04. Thirsty? ---

 Objective: Hit Sandman with 10 water barrels during the first encounter.
 Spider Essence: +3000

In order to weaken and ultimately harm Sandman, you must either throw barrels 
at him or use the water valves to soak him. Since there are a lot more barrels 
than valves and they regenerate, the barrels are the best route. Only one 
barrel is needed to get Sandman muddy, but despite that you can continue to 
toss them at him and get the challenge. Since they regenerate over time, just 
wait around and don't even bother hurting him until you finish the challenge.


--- #05. Have a Drink! ---

 Objective: Throw 25 water barrels at enemies.
 Spider Essence: +1500

Like the last challenge, you must throw water barrels at sand creatures in 
order to weaken them. Also like the previous challenge, throwing multiple 
barrels towards already-muddy targets will still count towards your goal. Make 
sure to throw every last barrel at the enemies before you finish them off, and 
you should complete the challenge after the third or fourth wave of sand 
creatures you encounter in this level.


--- #06. Pressure Release ---

 Objective: Use 10 water valves to turn sand creatures into mud.
 Spider Essence: +3000

Unlike "Have a Drink!", unfortunately, you cannot repeatedly soak already 
doused monsters and have it work towards the challenge. With this noted, you 
should only use water valves to get any sand creature or sand golem wet. If 
they are already muddy and hit by the water geyser, nothing happens. It is 
possible to wait until they dry and do it again, but that takes too much time 
and effort.

This challenge is a lot harder because it's more difficult to lead the enemies 
into the stream of water than simply chucking a barrel at them. After ripping 
off the water valve, stand up against the pipe and wait for them to hopefully 
flock towards you. At the very least, make sure to track this challenge (like 
the last one as well) to help monitor your progress.


--- #07. Tornado Chaser ---

 Objective: Stay airborne for 30 seconds, by web-zipping on objects hurled by
            Sandman's tornado.
 Spider Essence: +3000

Try to complete this challenge in the first mine shaft with the water tower. 
As you move around the area, you'll come to platforms that get swept away by 
the tornado. Use flying objects to get across the sand pit. I believe the 
timer starts the first time you are given an opportunity in the water tower 
area.

Begin Web Zipping across the moving objects, but make sure not to land on any 
platforms or else the timer will stop and you will have to try again. If I'm 
not mistaken, you can also Web Zip onto wooden poles stuck in the sand and not 
have the timer reset, so I think it only counts if you land on solid ground. 
This is also a good time to work on the "Zip Master" challenge if you have not 
already finished it by now.


--- #08. In Your Face! ---

 Objective: Win the second encounter against Sandman.
 Spider Essence: +5000

Storyline progression. After defeating Sandman inside the mining tunnel, you 
will automatically win this challenge. Just beat Sandman; that's it!


--- #09. Emblem Collector ---

 Objective: Collect 40 Spider Emblems
 Spider Essence: +2500

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #10. Sand Blaster ---

 Objective: Defeat 25 Sand Creatures
 Spider Essence: +7500

This is easy, as long as you kill every sand creature you come across. If you 
have done so, you should win this challenge sometime during your visit to the 
second sand pit.


--- #11. Waterfall ---

 Objective: Tip 3 water towers on Sandman.
 Spider Essence: +3000

Storyline progression. The first water tower is in the first sand pit, while 
the other two are in the second sand pit. You must tip over all three water 
towers in order to weaken and scare off Sandman.


--- #12. Well-Drained ---

 Objective: Successfully PROTECT the drill inside the mine.
 Spider Essence: +3000

Storyline progression. You must kill off the two sand golems that are 
destroying the drilling machine so that the miner can drill a hole through the 
wall. It must be done in order to proceed through the level, so this one is a 
given.


--- #13. Hard Rock ---

 Objective: Defeat 5 Sand Golems.
 Spider Essence: +2500

By the time you use the drilling machine to cut a hole in the wall, you will 
have encountered six sand golems. I think, for the most part, you have to kill 
each one in order to proceed, so I don't think you can miss out on this one.


--- #14. Sand Slide! ---

 Objective: ESCAPE from Sandman's Sand Slide in the mine!
 Spider Essence: +2500

Storyline progression. Another given; after drilling through the mine, escape 
the sand-flooded tunnel to reach the surface and win the challenge.


--- #15. Lost and Found ---

 Objective: In the final fight, FIND and GRAB Juggernaut's helmet inside
            Sandman's tornado.
 Spider Essence: +1500

The worst and most annoying challenge in the game. I'd like to personally 
punch whoever thought this was an acceptable idea right in the mouth. 
Juggernaut's helmet is one of dozens of random objects twisting around inside 
the tornado during the final fight. All objects eventually spiral to the 
surface and are sucked out of the tornado. I'd assume that Juggernaut's helmet 
isn't an exception to this, so essentially you have to find it before it 
disappears forever.

The helmet doesn't really stand out from the other objects, so it can be hard 
to see aside from the fact that there are dozens of barrels and crates and 
other random crap inside the tornado here. It's like finding a needle in a 
haystack. This challenge is 100% luck, and I'd say if you don't find it within 
the first two minutes of the fight, restart and try again. Once you do manage 
to stumble upon the helmet, Web Zip onto it and throw it anywhere.


==============================================================================
 VULTURE
==============================================================================

                                 _,-(#13)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#11)             |             (#04)
                    / `.         _,-(#09)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#10)        |        (#07)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#15)        |        (#01)        |        (#14)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#02)        |        (#05)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#08)-'          `. /
                    (#06)             |             (#12)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#03)-'

--- #01. Uncertain Grounds ---

 Objective: Perform 5 consecutive takedowns without touching the ground in the
            first area.
 Spider Essence: +5000

This one can be tricky, but there are enough perch points to stay on top of 
and walls to crawl along. Don't worry if you get spotted: remain calm and 
return to a perch point or crawl along a dark wall. Just don't land on the 
floor or else you'll automatically fail the challenge.

From the entrance, walk along the beam and crawl onto either wall. Crawl 
towards the walkway and perform a wall takedown to finish him off. Step onto 
one of the railings of the walkway and wait for the guy below to walk 
underneath you. Wrap him up with a takedown, then climb onto the wall on the 
left side of the alley.

Once you're around the corner, Web Zip onto the telephone line and walk along 
it so that you're directly above the third guard. Take him down; if you are 
spotted by the fourth during the process, move back down the telephone line 
and onto the wall to remain hidden.

As for the fourth guard, continue back down the telephone line and perform a 
takedown once he's underneath you. If you cannot get a good positioning, crawl 
onto the wall and crawl down towards the ground to try and get a wall 
takedown. The fifth and final guard is at the end of the alley: you can return 
to the telephone line and walk all the way across without him noticing. Easy 
takedown from above.


--- #02. Stealthier ---

 Objective: Takedown 7 guards in a row without raising the area.
 Spider Essence: +7500

Tough challenge, but you'll be off to a great start if you defeated the first 
five guards without being noticed. In fact, I recommend that you try and kill 
two birds with one stone and help complete the first two challenges 
consecutively. If you wrap up the first five guards in the level without being 
sighted, the next two should be a breeze.

After taking down the first five gangsters, go through the archway and down 
the alley. Web Zip onto the pipes, then to the balcony down the alley. Wait 
for Vulture to leave and for the guards to disperse. The first two guards are 
carrying flashlights, but you are safe if you are high above them on the 
balcony. Wait for them to split up, then take each one down to complete the 
challenge. For more in-depth details, check the walkthrough for this level.


--- #03. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. At the entrance of the level. Stay on the left wall and you should find the 
spider tucked away in the corner as you go around the first bend. Use your 
Spider-Sense to easily track it down.

2. Proceed underneath the archway after completing the first area. Just after 
going through the arch, stop and turn around. The spider should be climbing on 
the other side of the arch.

3. This one is really tricky to find. It is inside the Creole Club, inside a 
secret passage. Before you kill off the heavy gangster with the hammer, jump 
behind the bar and destroy the two shelves back here. This reveals a secret 
passage that takes you to the spider.

4. After avoiding the train, swing over to the Puritan Hotel. Walk around the 
neon sign to the right and turn on your Spider-Sense to locate a spider 
crawling on top of an air conditioning unit.

5. Past the Puritan Hotel is a second rooftop, where you'll encounter Vulture 
again. He escapes and the rescue mission begins. Before you start rescuing 
civilians, turn around and look up at the smokestack Vulture was perched next 
to. There is a Hidden Spider crawling on the side; jump up to the base of the 
smokestack and climb up the side to reach it.

6. During the rescue mission on the rooftops. Web Swing over to the eastern 
balcony where one of the civilians is located. Take down all three guards 
here, then climb up on the wall at the northern end of the balcony to locate 
the Hidden Spider.

7. Just as you enter the warehouse from the hallway, Web Zip up to the support 
beams near the ceiling. Turn around and face the doorway you just came out of. 
It is resting above the doorway; jump onto the wall and collect it.

8. The last Hidden Spider is in the warehouse as well, inside a small side 
closet on the far end of the building.


--- #04. Bottleneck ---

 Objective: Survive the bar fight and get out within 2 minutes.
 Spider Essence: +3000

This is no big deal, as there aren't that many foes here. The hardest to 
defeat will be the heavy gangster. As long as you track the challenge, you 
should be able to keep track of how much time you have and win pretty easily.


--- #05. Like a Shadow ---

 Objective: Get through the 2D crawling section in 45 seconds or less.
 Spider Essence: +4000

This is the area right after the bar; when you reach here, the timer will 
automatically begin. There is no way to complete this section in 45 seconds 
while taking into account the guards and illuminated pathways that you'd 
normally avoid.

Simply crawl across the wall as fast as you can and ignore any guards that 
notice or shoot at you. Stay at the very top of the wall so that you can climb 
up and over the balcony guards. If you go through a light, the ones on the 
ground may notice, but you should be able to escape them. If you stay at the 
top of the wall and go through, you should survive and get across within the 
designated time. Reckless, but effective!


--- #06. Punchy! ---

 Objective: Hit 5 enemies with charge attacks.
 Spider Essence: +4000

Some of the best areas to practice this is when stealth isn't an option and 
you have to fight enemies head-on, like the bar and right before the first 
battle against Vulture.

You must purchase the necessary attack to complete this challenge (the Noir 
Charge Attack); it should be available at this point in the game. If you've 
been keeping up with challenges like a pro, you should be able to pick up the 
Noir Quick Charge, which makes this challenge even easier. Regardless, hold X 
to use your charge attack. When it's fully charged, press X again to unleash 
the attack. You don't have to kill the enemy with it; only hit him. Simply hit 
five enemies to complete the challenge.


--- #07. Cloak and Dagger ---

 Objective: Win the first fight against Vulture.
 Spider Essence: +1500

Storyline progression. Come out on top in the first boss battle against 
Vulture to win this challenge.


--- #08. Missed the Train ---

 Objective: Beat the train.
 Spider Essence: +1000

Storyline progression. After the first Vulture fight, you will have to outrun 
a speeding train. All you have to do is Web Swing across the street lights and 
land on the platform to your left; once the train passes and you escape 
unharmed, you'll win.


--- #09. Silent Swing ---

 Objective: Swing 5 times in a row without touching the ground and without
            being spotted.
 Spider Essence: +1000

The best time to complete this challenge is when you are running away from the 
train. Web Swing five times, then step off of the train tracks. Its pretty 
much a given since you have to Web Swing in order to avoid death, plus there 
are no enemies here so you cannot be spotted.


--- #10. Hold Still! ---

 Objective: Silently slam 5 guards against a wall while standing on the
            ground.
 Spider Essence: +2500

This is an easy challenge to get, as long as you know how to do it. That's the 
only tricky part. Essentially, you must perform a wall takedown while on the 
ground. In order to pull this feat off, you must be walking on the ground, but 
stay hugged up against a wall. When you perform the ground takedown, Spidey 
will wrap the victim up against the wall. Voila.

I actually managed to finish most of this challenge in the early stages of the 
level. The alley is cramped enough so you can stay up against a wall while 
capturing guards patrolling the ground. Another good spot to do this is during 
the rescue mission on the rooftops.


--- #11. Daring Rescue ---

 Objective: Rescue all the civilians on the rooftops in under 5 minutes.
 Spider Essence: +3000

This is a toughie, but the key is to be quick: you don't have to take down 
every guard. As long as you can reach the civilian relatively undetected and 
get them to safety, you will be fine.

On the first roof, eliminate one of the guards on either the left or right 
side of the room. Once they are gone, walk around to the north end of the roof 
to get behind the central goon. Wrap him up, then take the civilian to the 
dropoff point nearby.

Head to the eastern balcony. There are three guards, but only take out two of 
them. You can rescue the third civilian with one guy still there; no big deal. 
The only difficult part about this challenge is that the takedown animations 
cut into your time a lot.

After rescuing the second, swing over to the western balcony. This is more of 
the same than the last. If you can rescue the third civilian with roughly two 
minutes left, then you should be fine. Two minutes for the fourth and final 
civilian is easy. 

If you have plenty of time, then go the safe route and wrap up at least two of 
the four gangsters patrolling the water tower. If you take down at least half, 
you can safely rescue the civilian without the other half noticing a thing. If 
you are pressed for time, try to purposely get alerted so that all four 
gangsters search for you. When they are panicked and combing the vicinity, 
sneak around and grab the civilian before they return to their posts.


--- #12. Firefighter ---

 Objective: Save ALL of the civilians inside the burning building.
 Spider Essence: +3000

Storyline progression. You must rescue all three civilians from inside the 
burning building before you can continue through the level.


--- #13. Emblem Collector ---

 Objective: Collect 25 Spider Emblems
 Spider Essence: +2500

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #14. Ninja Spider ---

 Objective: Perform 30 takedowns.
 Spider Essence: +1500

This should be a no-brainer. When it comes to Noir levels, I rarely ever try 
to leave an enemy behind. There are a lot more enemies than 30 in this level 
alltogether, so this should come naturally if you haven't skipped over any 
enemy. I reached the mark just before entering the warehouse.


--- #15. On Fire! ---

 Objective: Get Vulture to accidentally drop one of his Molotov Cocktails
            during the final fight 3 times.
 Spider Essence: +1500

Vulture uses a ton of molotov cocktails during the final boss fight, but I am 
not particularly sure of the qualifications. He tends to use molotov cocktails 
at any stage of the battle, but knocking into him just as he's about to throw 
may or may not count towards the challenge. I know for a fact that you can 
complete this challenge when Vulture stands on top of the TNT crates (which 
happens exactly three times during the fight).

When Vulture is perched on a stack of crates, run near him and wait for him to 
pull out a molotov cocktail. Timing is key, as you need to use a Web Strike to 
knock it out of his hands before he can use it on you. There are only three 
chances to do this. If you mess up during this point in the fight, I believe 
you can knock them out of Vulture's hands when he teleports up to the support 
beams and throws them down on you from there.


==============================================================================
 SCORPION
==============================================================================

                                 _,-(#13)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#15)             |             (#12)
                    / `.         _,-(#06)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#08)        |        (#02)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#14)        |        (#03)        |        (#11)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#04)        |        (#09)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#07)-'          `. /
                    (#05)             |             (#10)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#01)-'

--- #01. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. The first one is at the very beginning of the level. Web Zip along the 
floating police cars on the left side of the platform; the spider is crawling 
along one of them.

2. Inside the first hallway. After defeating the enemies, jump inside the open 
fan duct on the left side of the room. Walk through and climb up the shaft to 
find the spider at the top.

3. On Level 3 (the bottom level) of the multi-leveled room with the two 
scientists. Stand on the south end and inspect the southwest corner of the 
floor to find the spider on the wall.

4. On Level 3 (the bottom level) of the multi-leveled room with the two 
scientists. Position yourself on the western end of the floor, facing the door 
that you must melt open. Back up to the edge of the walkway and look down: 
there is a wall fan on the wall below the door you are looking at.

Make sure there aren't any objects or enemies around you other than acid eggs. 
Pick one up and tilt the camera so you are looking down at the fan. Throw an 
acid egg at the wall fan (this can be tricky); once it's open, Web Zip down to 
it and search inside for the spider.

5. Go through the acid-filled hallway just through the door that the two 
scientists opened for you. Destroy the wall fan here and climb inside to find 
another Hidden Spider.

6. In the metro station terminal, inside one of the fans. After rescuing the 
civilians, use one of the acid eggs on the central platform to melt all of the 
fans, then search inside each one.

7. In the metro station terminal, inside one of the fans. After rescuing the 
civilians, use one of the acid eggs on the central platform to melt all of the 
fans, then search inside each one.

8. In the monorail station just past where you saved the seven civilians. Web 
Swing over to the final platform, then Web Zip up onto the gigantic globe 
hanging above. Crawl up to the very top of the globe to find it.


--- #02. Return to Sender ---

 Objective: Divert 5 missiles into any Heavy S.I.E.G.E. Soldier.
 Spider Essence: +5000

When a S.I.E.G.E. soldier shoots out homing missiles, enter Accelerated Vision 
and run behind the enemy to have the missiles fly back into him. It usually 
takes three missiles to defeat one soldier. If you manage to nail the first 
one with a trio of missiles, then you should be able to complete this 
challenge during your next encounter with a S.I.E.G.E. soldier.


--- #03. Knock, Knock! ---

 Objective: Defeat a shielded Public Eye Patrol officer.
 Spider Essence: +2500

Storyline progression. Near the beginning of the level, you will fight one of 
these officers. You must defeat him to open up the exit.


--- #04. Skeleton Key ---

 Objective: Melt a door with an acid egg.
 Spider Essence: +1000

Storyline progression. The first time you encounter acid eggs, you must use 
one to melt a hole through a locked door. Toss an egg at the door to burn a 
hole through it and finish the challenge.


--- #05. Meltdown ---

 Objective: Melt 10 wall fans using acid eggs.
 Spider Essence: +6000

Some rooms house giant moving fans on the wall. If there is an acid egg nearby 
(there likely will be every time), throw it at the fan to melt it. Use your 
Spider-Sense to view the fans better and make sure not to pass any up, because 
you may not have another opportunity later on. There are six fans in the metro 
station terminal, so it's a good place to wrap up the challenge.


--- #06. Easter Egg ---

 Objective: Hit 5 Public Eye Patrol officers with acid eggs.
 Spider Essence: +1500

This shouldn't be all too difficult. There are tons of P.E.P. officers in the 
multi-level room where you have to save the two scientists. The shield 
officers can take two egg hits each, so this isn't all that hard to 
accomplish. Plus, there are tons of acid eggs strewn around in this room.


--- #07. Omelette Master ---

 Objective: Blow up 50 eggs.
 Spider Essence: +2500

This is incredibly easy to win. There are hundreds of acid eggs to be found 
throughout the entire level. Plus, they even respawn after use! Pick an 
abandoned room or area where there are no enemies to distract you. The multi-
level room where you save the scientists is a good choice after wiping out the 
officers. Just keep throwing eggs wherever to eventually get it.


--- #08. Protector ---

 Objective: Protect the Public Eye workers as they open the main hangar doors.
 Spider Essence: +3000

Storyline progression. This is a given: protect the two scientists as they try 
to open up the door for Spider-Man. Use Accelerated Vision and other 
techniques to fend off the onslaught of scorpion creatures, and you should be 
fine.


--- #09. Exterminator ---

 Objective: Defeat 30 scorpion creatures.
 Spider Essence: +3000

Another cakewalk of a challenge that you should complete in the early stages 
of the level. You encounter a good 20 scorpion creatures during the mission 
where you protect the two scientists. There are plenty more before and after, 
so this one should give you no trouble.


--- #10. Slow-Mo ---

 Objective: Defeat 10 enemies while in Accelerated Vision.
 Spider Essence: +2000

It can be any type of enemy, so no need to discriminate. Just make sure to 
track this challenge so that whenever you are facing off against a bunch of 
enemies, make sure to kill them in Accelerated Vision rather than normal 
speed. No big deal.


--- #11. Beast Tamer ---

 Objective: Win the first fight against Scorpion within 2 minutes.
 Spider Essence: +3000

Unlike normal "simply beat the boss to win the challenge" challenge, this time 
you have to come out victorious in under two minutes. This is a somewhat 
difficult challenge, as it can be hard to beat Scorpion in the alotted time 
even if you know what you're doing.

Most of the time, Scorpion runs away from you. He doesn't attack on the ground 
that much and mainly sticks to his acid shot attack. When this happens, try to 
stay directly underneath the boss to cut down time when you have to run over 
to him after he falls. If he's directly above you, then you can step right up 
and press B. I found the key was to use Accelerated Vision at the start of the 
fight and any other time he uses his swing/sting combo. Slowing down time 
REALLY helps with depleting his health in a short amount of time.


--- #12. Quick Rescue ---

 Objective: Save ALL of the civilians in the metro station in less than 3
            minutes.
 Spider Essence: +5000

The fact that there are seven civilians may make this challenge seem daunting, 
but it's actually rather easy. Make sure to note the location of the dropoff 
point (the eastern end of the station) and the locations of the civilians. Use 
your Spider-Sense and find the nearest civilian.

Most of the civilians are either being attacked by scorpion creatures or 
surrounded by acid eggs. In both cases, you can just swoop in and save the 
civilian, just like that. The creatures aren't too bright: I would jump in the 
air and press Y to scatter them, then grab the civilian and go. There isn't 
much stopping you from doing so.


--- #13. Emblem Collector ---

 Objective: Collect 45 Spider Emblems
 Spider Essence: +2500

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #14. Street Sweeper ---

 Objective: Defeat ALL of the enemies on the final platform in the monorail
            complex within 4 minutes.
 Spider Essence: +1000

Why such little Spider Essence for such a hard challenge? Seriously, I'm not 
even going to try and guess how many bad guys there are here, but it's a LOT. 
There are mainly scorpion creatures populating the platform, but also a 
handful of shield officers and two S.I.E.G.E. soldiers. Unlike the original 
strategy, where I recommended that you lay low and let them fight it out, you 
must waste no time.

Focus on the P.E.P. officers first; specifically the shield officers. They are 
the hardest to take down, so throw acid eggs at them and let any nearby 
scorpion creatures attack them. Keep on throwing acid eggs at any and all 
targets. The eggs regenerate, so it acts as ammo in a way. The S.I.E.G.E. 
soldiers will fire rockets all over the place, so divert them into other 
enemies while you're at it.

Even though at some point the exit opens, the challenge isn't over until every 
last enemy is defeated. Continue your onslaught and use Accelerated Vision at 
virtually any chance you get. Zip Kick any scorpion creature perched on a pole 
to knock them off the edge. It's a very tough challenge that may take a few 
retries: I managed to beat it with only eight seconds left!


--- #15. On Thin Ice ---

 Objective: Defeat 10 enemies on the rooftop of the Public Eye tower before
            Scorpion ends it.
 Spider Essence: +3000

There isn't a set time limit on this challenge, but you have a good two to 
three minutes. Start off by targeting the weakest enemies first, which happen 
to be the scorpion creatures. Use Accelerated Vision to speed things up. The 
gunners are easy to take down by disarming them, but only do this if you are 
not surrounded by enemies.

Ten enemies isn't all that much. Use Accelerated Vision and throw acid eggs to 
weaken and ultimately defeat officers and scorpion creatures. Every so often, 
Scorpion will jump down from above and send out a shockwave. The challenge 
isn't over, but the enemies will get hurt and kinda helps you out in a way.


==============================================================================
 DEADPOOL
==============================================================================

                                 _,-(#12)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#09)             |             (#06)
                    / `.         _,-(#10)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#07)        |        (#08)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#01)        |        (#03)        |        (#15)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#05)        |        (#04)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#11)-'          `. /
                    (#14)             |             (#13)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#02)-'

--- #01. Smile! ---

 Objective: Destroy the first camera.
 Spider Essence: +1000

Storyline progression. Destroy the first streaming video camera at the very 
start of the level to finish this challenge.


--- #02. Anger Management ---

 Objective: Take down 5 Fanboys in one Rage Mode consumption.
 Spider Essence: +5000

In the oil rig, there are many areas where you will find large clumps of 
fanboys in one concentrated area. They usually storm out of doorway and team 
up to take down Spidey. These areas are the best places to use Rage Mode and 
defeat at least five enemies. Not too tough if you ask me.


--- #03. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. In the northwest corner of the map. You start off in the southwest end of 
the oil rig. After clearing the sector out, Web Swing north towards the base 
of the helipad. Climb up the underside of the helipad to find a Hidden Spider 
crawling up against the wall where the helipad is connected to the rig.

2. On the gigantic central tower in the middle of the oil rig. In order to 
scale such a massive structure, you will first need to climb one of the two 
construction cranes nearby. From here, double jump and Web Zip onto the upper 
balcony of the tower. You can locate the spider crawling around up here.

3. On the northern end of the oil rig, head over to the large red beam jutting 
from the side of the rig. Turn and walk back towards the rig and climb up onto 
the neon "Pain Factor" sign to find it. It's a little hard to spot due to the 
bright lights of the sign, so Spider-Sense may be needed.

4. Head on over to the southeast corner of the oil rig. Position yourself on 
the helipad here, then walk north a bit. Look over the edge of the platform at 
the two exhaust fans on the side of the wall. Beyond them is a large caged in 
area. Web Zip across the two fans and through the hole in the cage. Crawl to 
the top of the caged in area to reach the spider.

5. Just at the entrance to the second oil rig. Begin by crawling up the side 
of the silo. After passing through the first gap, crawl to the left and avoid 
the steam jets to spot the Hidden Spider.

6. On top of the giant tower at the south end of the second oil rig. Swing up 
onto one of the construction cranes to get a good enough height. Double jump, 
then Web Zip over to the top balcony to grab it.

7. Head over to the northwest corner of the second oil rig and jump on top of 
the drilling tower with the flame spout on the top. Stand on one of the 
antennae and look south. From here, you may even be able to spot the spider. 
It is on the side of the wall of the western portion of the rig. Look below 
for the blue wall and orange stripe. Facing south, it's all the way to the 
right.

8. On the southeast corner of the second oil rig. Head over to the very edge 
of the rig in the corner and look over the railing. Check out the caged in 
area similar to the one on the first rig. Drop to the platform below and go 
inside the caged in area. Climb all the way to the top to enter a TV studio, 
where you will locate the final spider.


--- #04. Fanboy Beatdown ---

 Objective: Defeat 50 Fanboys.
 Spider Essence: +2500

There are well over 50 fanboys on the first oil rig alone. Make sure to kill 
off every single enemy you come across and you should be fine here. My motto: 
leave no man standing, especially when it comes to puny Deadpool fanboys.


--- #05. Give Me That! ---

 Objective: Disarm 10 Fanboy gunners.
 Spider Essence: +1500

Another easy one, which also ties into the "Fanboy Beatdown" challenge. Most 
of the enemies you encounter on the oil rig are fanboy gunners. To disarm 
them, press B at a distance and repeatedly tap B to rip the gun right out of 
their hands. It's also a one-hit kill.


--- #06. Huge Surprise! ---

 Objective: WIN the fight against the first Huge Deadpool Fan.
 Spider Essence: +1500

Storyline progression. You are locked in a room with the big man and must take 
him down in order to escape and continue your journey. He's nothing special 
and acts pretty much like any other heavy foe we have fought throughout the 
game.


--- #07. Technical Difficulties ---

 Objective: Destroy ALL of the cameras on the first oilrig.
 Spider Essence: +2000

Storyline progression. You must break all of the video cameras on the first 
oil rig in order to proceed. This includes the first set of eight and the 
second set of four.


--- #08. Bop Bag Surprise ---

 Objective: Hit 5 Fanboys by detonating Deadpool Bop Bags.
 Spider Essence: +2500

Bop Bags are the large inflatable cylinders that are strewn around the second 
oil rings. Those things that where you punch it, it bounces right back into 
your face? Yeah, except these ones are strapped with explosives. If you touch 
one, it will begin to detonate and explode seconds later.

Find areas populated by fanboys and run over to a Bop Bag. Bait the fanboys 
into coming over to your location, then brush up against the Bop Bag and run 
away. There are tons of Bop Bags on the oil rig and plenty of enemies to be 
victimized.

The bad guys are pretty smart and will run away when you detonate one, but if 
you're in a cluttered-enough area, not everyone can escape. Sometimes it still 
doesn't work; the only way I got it done is to goad someone into running over 
to me, then punching the Bop Bag. It explodes instantly and even though you 
will get hurt, it still damages the fanboy. It's all about sacrifice to get 
the job done.


--- #09. Mosh Pit ---

 Objective: Lure Huge Deadpool Fans into hitting 5 Fanboys.
 Spider Essence: +2500

This is a pretty easy challenge. My strategy was to head up to the central 
building on the second oil rig. There are two huge Deadpool fans up here. 
Stand still so that both come near you, then jump in between them. One will 
attack, so leap out of the way and he will hit the other. Keep jumping between 
the two enemies so that they try and hit you, only to hit their partner 
instead. This challenge becomes easier when other fanboys arrive on the scene.


--- #10. Huge Disappointment ---

 Objective: Take down 3 Huge Deadpool Fans by performing a finishing grab.
 Spider Essence: +5000

Is there any other way of killing a heavy enemy than a finishing grab? I don't 
know, but I always finish the job by using a finishing grab. There are three 
huge Deadpool fans on the second oil rig (I'm not even counting the first one 
we saw on the previous oil rig). End the fight with a finishing grab and by 
the third one, you'll win.


--- #11. Emblem Collector ---

 Objective: Collect 90 Spider Emblems
 Spider Essence: +2500

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #12. Show Cancelled ---

 Objective: Destroy ALL of the cameras on the second oilrig.
 Spider Essence: +3000

Storyline progression. You must smash all cameras on the second oil rig in 
order to continue. The first set contains nine cameras, the second set 
contains seven, and the third set contains eight.


--- #13. Publicity Stunt ---

 Objective: Take out 15 Fanboys during one of the commercial breaks.
 Spider Essence: +3000

The commercial break lasts just under two minutes, so you don't have a lot of 
time. Put the Bop Bags and red explosive canisters to use. Mainly, though, you 
will want to use Rage Mode. You will be able to cut through baddies in Rage 
Mode like a hot knife through butter. It's all about Rage Mode, baby.


--- #14. Staying Dry ---

 Objective: Race through the pipeline and get to the diving board in under 1
            minute.
 Spider Essence: +3000

It's hard to offer a strategy for this challenge. All you have to do is Web 
Swing through the pipeline and avoid all three tidal waves. Hold A when 
swinging for a speed boost and try to avoid Web Zipping up to the balconies at 
the top of the archways. Dropping down from them wastes too much time. Just 
keep on swinging at full speed and once each tidal wave dissipates, 
immediately drop down the other side of the wall and continue.


--- #15. Organized Chaos ---

 Objective: In the final fight, beat all three Deadpools in the following
            order: Guns, Swords, Grenades.
 Spider Essence: +6000

It's a three-on-one fight, so you will need to track down your opponent and 
never let up until he is defeated. Obviously, you will know which one to take 
down based on what weapons they are carrying. Take out the guns first, then 
the swords, then the grenadier. As an added note: they are each surrounded by 
different colored aura. The gun Deadpool is yellow, the sword Deadpool is 
orange, and the grenadier Deadpool is red.


==============================================================================
 JUGGERNAUT
==============================================================================

                                 _,-(#12)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#13)             |             (#11)
                    / `.         _,-(#07)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#09)        |        (#06)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#03)        |        (#01)        |        (#02)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#08)        |        (#10)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#05)-'          `. /
                    (#14)             |             (#15)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#04)-'

--- #01. Head First ---

 Objective: Win the first battle against Juggernaut.
 Spider Essence: +3000

Storyline progression. You automatically win this challenge the second you 
defeat Juggernaut in the first fight at the beginning of the level.


--- #02. Make Room! ---

 Objective: Get Juggernaut to destroy 50 objects in the first encounter.
 Spider Essence: +3000

This little game of homewrecker is easy and fun! Anytime you keep your 
distance from Juggernaut, he will wildly charge in a straight line towards 
you. Dodge out of the way and he's bound to crash into something. Boxes, 
canisters, vehicles, even concrete pillars. Just keep toying with Juggernaut 
until he has run into 50 objects.


--- #03. Wild Packed! ---

 Objective: Hit Wild Pack Mercenaries with 10 objects.
 Spider Essence: +3000

This challenge is best completed in the warehouse just after the first boss 
fight. Web Zip up to the top floor and begin throwing random objects at the 
mercenaries until you have finished the challenge.


--- #04. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. In the open area where you first fight the shield mercenaries. After you 
defeat the last enemy, jump over the wall on the left side of the area for the 
first Hidden Spider.

2. When you get inside the corridor where Juggernaut throws junk at you, run 
forward towards the first series of steps (right below where Juggernaut is 
standing). Smash the base of the first step to reveal a hidden drain pipe. 
Search the drain pipe for the spider.

3. The next Hidden Spider is located inside the building just beyond where you 
found the second one. Web Pull down the debris to reveal an opening and clear 
the room of enemies. Zip up to the balcony and you will find a side room on 
the left end. Go inside to spot it.

4. From your starting position in the construction area, drop down one level 
to find the spider clinging to the wall.

5. Standing at the base of the Oscorp building, walk forward and down the ramp 
to locate the Hidden Spider.

6. While facing the Oscorp building, turn around and jump above the ramp that 
you just came from when you entered the area. Go forward and slip into the 
alcove on your right to find the spider crawling alongside the wall.

7. This one is on the side of the Oscorp building and can be very difficult to 
find. Start down low, then swing around the lower ledges until you reach the 
first set of scaffoldings. When you do, Web Zip up to it and continue up the 
scaffoldings until you come across the spider.

8. The last Hidden Spider is also a pain to find, since it's on the side of 
the Oscorp building. It's on another scaffolding platform, but very high up 
the building. Find one of the construction cranes and zip up to it. Find the 
one that is near a construction tower with a square platform right below it. 
Drop onto this square platform, then hop onto the nearby scaffolding: this is 
the location of the final spider.


--- #05. Nimble Jump ---

 Objective: Zip jump over 5 objects thrown by Juggernaut.
 Spider Essence: +3000

Inside the corridor near the beginning of the level, Juggernaut will begin 
throwing random objects at you from the other end. As he throws them at you, 
jump up and Web Zip onto the object as it flies towards you. That counts as 
one zip jump. Do this four more times to finish the challenge.


--- #06. Charge Blast ---

 Objective: Blind 5 Wild Pack mercenaries using the charge attack.
 Spider Essence: +5000

Assuming you have bought the Amazing Charge attack, you can use it by holding 
down X. Once fully charged, press X again to unleash the attack. You only have 
to hit a mercenary with the attack, not defeat him with it. This challenge is 
a whole lot easier if you purchased the Amazing Quick Charge.


--- #07. Raining Pipes! ---

 Objective: Cause 3 enemies to be hit by objects thrown by Juggeranut.
 Spider Essence: +3000

This can be tricky to do, because Juggernaut is only aiming at you. You will 
need to stand near a mercenary when he throws an object, then dodge at the 
last minute. A good strategy is to sandwich yourself between two or more 
enemies. That way, if Juggernaut overthrows or underthrows, he will always hit 
someone. The good news is that you only have to do this three times, so stay 
in this area until three enemies are hit.


--- #08. Give Me Your Gun! ---

 Objective: Disarm 10 Wild Pack gunners.
 Spider Essence: +3000

Yawn. There are plenty of gunners found throughout the level. I find disarming 
them is the easiest way to kill them anyways, so I always disarm gunners. Find 
a gunner and press B at a distance to disarm them, then do it nine more times 
for a total of ten.


--- #09. Group Hug ---

 Objective: Throw or kick 5 enemies into other enemies.
 Spider Essence: +3000

The objective is a tad vague, but I found that the best way to complete this 
challenge is to purchase the Grab Swirl attack. When you grab an enemy, press 
B to spin them around and let 'em go. If there is another enemy nearby, you 
will automatically throw your target into them.


--- #10. Yes Captain! ---

 Objective: Defeat 5 Wild Pack Captains.
 Spider Essence: +5000

This challenge is kinda hard to miss out on. You usually have to defeat 
enemies to proceed, and Wild Pack captains are faily common in this level. A 
no-brainer.


--- #11. Emergency Shutdown ---

 Objective: Rescue the 3 workers in the Construction site.
 Spider Essence: +3000

Storyline progression. The three construction workers need to be saved, so you 
cannot miss out on this challenge.


--- #12. Emblem Collector ---

 Objective: Collect 45 Spider Emblems
 Spider Essence: +2500

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #13. Clearance ---

 Objective: Take out 50 Wild Pack mercenaries.
 Spider Essence: +10000

If you have killed basically every enemy throughout the level, then you should 
reach this challenge sometime during the rescue mission in the construction 
area. There are a ton of mercenaries in that place, so you should more than 
make up for any missed kills earlier on.


--- #14. Going Up! ---

 Objective: Zip your way up the first segment of the Oscorp building by using
            the debris Juggernaut throws.
 Spider Essence: +5000

Not too difficult. The only other option would be to crawl up the side of the 
building, but then you'd be left open for the helicopter to shoot you. Focus 
on Juggernaut by locking onto him, then repeatedly Web Zip to zip up the 
debris that he rains down on you. When you are high enough, Web Zip onto the 
ledge to reach the first segment of the building.


--- #15. Ascension ---

 Objective: Reach the top of the Oscorp building in less than 45 seconds.
 Spider Essence: +3000

Assuming you have already collected the Hidden Spiders or simply do not care 
about them, you should manage the time. Start by Web Zipping up the first 
platform, then continue zipping around each of the yellow towers that surround 
the building. Use this to reach the construction cranes and continue climbing 
up the side of the building. When you reach a certain height, you can Web 
Swing and then jump up onto the building's roof.


==============================================================================
 GOBLIN
==============================================================================

                                 _,-(#07)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#10)             |             (#12)
                    / `.         _,-(#04)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#08)        |        (#05)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#14)        |        (#01)        |        (#03)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#02)        |        (#09)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#06)-'          `. /
                    (#13)             |             (#15)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#11)-'

--- #01. Sorry We're Closed ---

 Objective: Rescue the 3 civilians at the amusement park entrance.
 Spider Essence: +5000

Storyline progression. There are three civilians that you must free and bring 
to the necessary dropoff point in order to continue the level.


--- #02. From Above ---

 Objective: Perform 5 takedowns while standing on higher ground.
 Spider Essence: +3000

There are plenty of objects that allow you to climb up on in order to take 
down a target from above. You can even get this in the carnival entrance. 
Utilize the tents, stands, towers, and rooftops in order to hunt your prey 
from above.


--- #03. Stealthiest ---

 Objective: Takedown 10 guards in a row without raising the alarm.
 Spider Essence: +5000

Technically, you can complete this challenge virtually anywhere during the 
level. I find that the best place is in the carnival entrance. There are a 
good 25 enemies here that you must defeat in order to free the civilians. They 
are usually separated in small groups, with the bigger groups guarding the 
three civilians.

Make sure to pay attention to the fireworks that go off every 30 seconds or 
so. Listen to them to know when they are about to go off before taking cover. 
They light up the entire area, so there aren't many places to go and hide; 
just make sure there are no enemies around when the fireworks explode. If you 
fail this challenge, restart the level to wipe the slate clean and begin 
again. Consult the level walkthrough for more detailed strategies.


--- #04. Play Ball! ---

 Objective: Using the ball, knock down 5 thugs inside the circus tent.
 Spider Essence: +3000

The giant inflatable ball is incredibly bouncy and will ricochet off anything 
like a pinball. Pick it up, then throw it at an enemy. Wait for it to stop 
bouncing all over the place (it may even hit more bad guys in the process) 
before picking it up and tossing it again. It takes a long time for the ball 
to completely stop, so just run away from the enemies and chase after the 
ball. Use your Spider-Sense to help track it down in the darkened tent.


--- #05. Back Off! ---

 Objective: Push back 5 thugs with a single Spider Stomp.
 Spider Essence: +3000

In order to use a Spider Stomp, double jump in the air and hold down Y to slam 
down into the ground. This is best performed in tight quarters with 
(obviously) at least five enemies present. A great time to complete this is 
inside the tent with the inflatable ball. Stand in the center and wait for the 
enemies to rush you, then jump in the air and perform a Spider Stomp. Keep 
doing this until you hit at least five with one attack.


--- #06. Going Knots ---

 Objective: Perform 6 types of takedowns (on the ground, up close, on a wall,
            from above, while crawling, while perched).
 Spider Essence: +6000

You are probably skilled at pulling off most of these takedowns. Most of these 
are obtainable in the carnival entrance, though there are other opportunities 
later in the level. On the ground, while crawling, and from above are all self-
explanatory.

In order to perform a takedown up close, you must be directly behind an enemy 
on the ground so you are practically breathing down his neck. While perched, 
you must be perched on an area and capture a target directly underneath you. 
On a wall, you must be standing on the ground but close enough to a wall so 
that when you use a stealth takedown, you wrap the target up against the wall.


--- #07. Emblem Collector ---

 Objective: Collect 15 Spider Emblems
 Spider Essence: +3000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #08. Stealth Master ---

 Objective: Perform 30 takedowns.
 Spider Essence: +3000

This should be a breeze. There are close to 25 gangsters in the carnival 
entrance alone. The rest can be dealt with in the second sector of the 
carnival during the second rescue mission. This is basically a storyline-based 
challenge, since it's hard to go through the level without taking down that 
many enemies.


--- #09. Not Funny! ---

 Objective: Escape the Laughing Doors room.
 Spider Essence: +3000

Storyline progression. You must choose the correct clown door in order to 
escape the toxic chamber. Look for the one that moves its eyes the fastest; 
inspect all of the doors and once you have found the right one, Web Pull 
yourself through.


--- #10. Confusion ---

 Objective: Clear the "inverted fight" in the hall within 2 minutes.
 Spider Essence: +4000

The effects of the drugs makes Spider-Man a little wonky: the screen is 
slightly blurry and the camera moves around at times, so it is hard to focus 
on attacking specific enemies. Stay in a defensive stance and begin attacking 
the closest enemy and focus on one at a time until the room is empty.


--- #11. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. Inside the carnival entrance. Head to the underside of the southwest tower. 
Go underneath the tower and you will find the spider crawling on the underside 
of the tower.

2. Right next to the first spider. It is to the left of the tower, clinging to 
the side of a tent up against the fence. Try turning on Spider-Sense to help 
locate it better.

3. On the east end of the carnival entrance. Proceed over to the spinning ride 
and go north slightly. Hug the wall on the right and when you come to the end 
of the wall, turn the corner to spot it. Spider-Sense really helps here.

4. Also inside the carnival entrance. This one is crawling on the underside of 
the tower in the northern end of the area.

5. Inside the entrance to the carnival. After clearing out the enemies at the 
guard tower (in the northeast corner of the area), search the right side of 
the building to find the spider scaling the side of the wall.

6. Just after fending off Goblin inside of the tent (the one with the giant 
ball that you can knock around). Before proceeding up the road to the second 
section of the carnival, look to your right. Jump on top of the cage to 
collect the Hidden Spider.

7. This one is found during the second section of the carnival, during the 
second rescue mission. After rescuing the civilian on the central tower, go 
inside the tiny prison cell and look on the ceiling to locate it.

8. The final Hidden Spider is located inside the inverted room. After you have 
defeated all of the enemies, a clown door high up on the wall will open. Avoid 
the moving spotlights and begin crawling up the side of the wall towards the 
door. To the left of the clown door is the spider.


--- #12. Free Ride ---

 Objective: RESCUE the Ferris wheel civilian.
 Spider Essence: +5000

Storyline progression. You must rescue the Ferris wheel civilian in time 
before he is brutally killed by the tumbling Ferris wheel; doing so will 
complete the challenge.


--- #13. Freak Show ---

 Objective: Defeat Goblin.
 Spider Essence: +5000

Storyline progression. Defeat Goblin, that's it?! Boring. Once you have 
finished the boss fight (there's only one in the entire level!), you will 
automatically win this challenge.


--- #14. Got Your Back ---

 Objective: Perform 5 Web-Strike Evades against Goblin.
 Spider Essence: +4000

This challenge is pretty stupid. It requires absolutely no skill whatsoever. 
If you know how to pull off a Web Strike Evade, then there you have it. For 
the people at home that don't, all you do is use a Web Strike (hit B), then 
press A before you reach your target to instead jump behind him. Just use it 
right as the battle starts; it'll take ten seconds to do.


--- #15. Incompetent Fools! ---

 Objective: Force Goblin to hit 10 of his men.
 Spider Essence: +3000

Not only is this challenge easy, but it's fun as well! At the last stage of 
the boss fight, about 20 or more gangsters appear in the center of the circus 
tent. Goblin will also grab a pillar to use against you. Stand in the center 
of the group and keep yourself in a defensive stance. You will dodge all of 
their attacks while persuading Goblin to come to your location as well.

As long as Goblin is near one of the enemies while he attacks, he'll kill them 
in one hit. Wait for him to swing a few times and watch as he mows down the 
gangsters in a flash. Don't even stop at ten, let him kill off the rest of his 
men even after the challenge is completed!


==============================================================================
 DOCTOR OCTOPUS
==============================================================================

                                 _,-(#11)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#09)             |             (#13)
                    / `.         _,-(#05)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#06)        |        (#04)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#07)        |        (#01)        |        (#15)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#10)        |        (#03)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#08)-'          `. /
                    (#14)             |             (#12)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#02)-'

--- #01. Close Calls ---

 Objective: Dodge Doctor Octopus' arms 50 times in freefall.
 Spider Essence: +5000

It's a good thing that this is at the very start of the level, because this 
can be a tough challenge. You may want to retry the level if you fail. You 
must outrun the flames creeping up behind you and dodge multiple arms as they 
try and block your progress.

I found that the best way to dodge arms is to hold A to boost and only let go 
when arms appear. If you are going too fast, you won't have time to dodge. If 
you let go of A, you'll slow down enough to pass by the arms unharmed, then go 
back to boosting. You can also use Accelerated Vision to slow down time and 
give you more time to slink past the arms.


--- #02. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. This one is inside the room where you first encounter the various lab 
creatures. After defeating all of the enemies, walk to the back wall and start 
crawling alongside the wall. There is a hexagon symbol on the wall, just 
underneath the balcony. You should locate the spider crawling on the inside of 
this hexagonal symbol.

2. Inside the first reactor room, walk underneath the massive archway and then 
turn around. Start crawling up the side and scale the archway to find the 
spider at the very top.

3. Inside Lab-2. Right as you enter the laboratory, drop down the hole on the 
right and land on the small structure jutting from the side of the wall to 
find your spider.

4. Found on the landing platform just outside of Lab-3. After you have slain 
all of the lab creatures, Web Zip up onto the balcony. At the far end of the 
balcony on the right side of the platform is the Hidden Spider.

5. During the rescue mission, it is on the first set of islands you come 
across and on the right. Land, then use your Web Pull to break the glass 
window to reach your prize.

6. Inside the reactor room of Lab-3. Before or after you have shut down the 
reactor, make sure to look behind the hologram of Scorpion in the center of 
the room to spot the Hidden Spider.

7. On your way to Lab-4, there is a large pit that you must Web Swing across. 
In the first half of the area, look on the left side of the wall just as you 
start for a turquoise-tinted structure hanging on the side of the wall. Swing 
to the bottom of this structure and climb underneath the glass window. 
Maneuver around the sparking electrical cables and you will come to the top, 
where the spider lies.

8. Inside the Lab-4 reactor room, Web Zip onto the small purple ledge on the 
right-hand side of the room to collect the final spider.


--- #03. Alley Oop ---

 Objective: Hit 3 enemies with Flying Maintenance Drones.
 Spider Essence: +4000

The first reactor room is filled with these flying drones. After shutting down 
the reactor, some P.E.P. gunners storm into the room. Turn on the Spider-Sense 
to help locate the drones better, then double jump and grab one to 
automatically throw it at the nearest target. Do this a total of three times 
to finish the challenge.


--- #04. Swatting Flies ---

 Objective: Hit 5 Jet Bikes with Web-Strike Punches.
 Spider Essence: +3000

You must first purchase the necessary attack before you can complete this 
challenge. To use a Web Strike Punch, Web Strike an enemy with B, then tap the 
X button repeatedly to begin punching your target. Test it out on the flying 
jet bikes after shutting down the first reactor.


--- #05. Stay Down! ---

 Objective: Perform 5 Web Slams on a Public Eye Patrol officer.
 Spider Essence: +2500

In order to perform a Web Slam, you must grab an airborne enemy while on the 
ground. Enemies don't usually go airborne that often, so you'll have to make 
them. Use an Air Launcher (hold down Y) to uppercut any type of P.E.P. officer 
into the air, then press B to grab 'em and slam them into the ground. Repeat 
until the challenge is yours.


--- #06. Man Over Machine ---

 Objective: Ledge run on Doctor Octopus' mechanical arm.
 Spider Essence: +1000

This challenge takes place during the boss fights against Mecharm A and 
Mecharm D. After damaging the arm using the glowing panels, angle the camera 
so a perch point appears on the fingertip of the Mecharm. Instead of Web 
Zipping up to where Doc Ock is standing, Web Zip onto the fingertip and run up 
the length of the arm. You may not reach her in time before the arm gets back 
to work, but at least you'll complete the challenge.


--- #07. Super Slow-Mo ---

 Objective: Trigger and empty Accelerated Vision 5 times.
 Spider Essence: +10000

Yep, this one requires no skill, unless you count patience as a skill. All you 
need to do is use Accelerated Vision five times. You don't need to attack 
anyone during the process. Just use it until the meter fully drains and wait 
for it to refill. Rinse and repeat until the fifth time.


--- #08. Core Mechanic ---

 Objective: Hit enemies using 3 energy cores dropped from a lab creature.
 Spider Essence: +2500

When defeated, a lab creature leaves behind a glowing purple sphere that 
explodes about three seconds after. You can pick up these energy cores and 
throw them at other enemies. The timing window is small, so you'll have to be 
right next to a lab creature when you defeat it. You don't have many chances 
to get this in the level, but the boss battle against Doctor Octopus is by far 
the best opportunity to get this challenge.


--- #09. Accelerated ---

 Objective: Defeat 5 enemies in a single Accelerated Vision.
 Spider Essence: +5000

It may sound tricky, but this can be an easy challenge at the right time. The 
best time to complete this is inside Lab-3. The lab is populated with lab 
kamikaze creatures. They die in one hit, so enter Accelerated Vision and mow 
down at least five enemies; a surefire way to win.


--- #10. Breaking and Entering ---

 Objective: Web-pull 5 glass walls in Alchemax's labs.
 Spider Essence: +5000

Four of the five glass walls are seen on your way to the Lab-3 reactor room. 
They are inside the area with the large pit: three contain scientists and one 
holds a Hidden Spider. The fifth glass wall is in Lab-4. You must pull it down 
to rescue the lone scientist here.


--- #11. Emblem Collector ---

 Objective: Collect 35 Spider Emblems
 Spider Essence: +3000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #12. Cost You An Arm ---

 Objective: Destroy both mechanical arms of Doctor Octopus.
 Spider Essence: +5000

Storyline progression. You encounter Mecharm A and Mecharm D on your way to 
Lab-2 and Lab-4. There's no way around 'em, as you must win both boss battles 
in order to finish this challenge.


--- #13. Cable Guy ---

 Objective: Shut down all 4 master cables that power up the lab.
 Spider Essence: +4000

Storyline progression. Shutting down all four reactors inside the four labs 
will automatically complete this challenge.


--- #14. Too Fast For You! ---

 Objective: Hit 5 enemies with a single charge attack.
 Spider Essence: +2500

Well, this one is a pain in the ass. You pretty much have to find yourself in 
a situation where there are at least five enemies surrounding you. They all 
need to be very close together so you can hit them with one attack. It's 
pretty much a requirement for you to purchase the necessary upgrades for your 
charge attack.

The best times are in the reactor rooms where there are bunches of enemies 
grouped together (like when you are trying to protect the scientist in Lab-2). 
Another good spot is at the very end of the level, where there are seven or 
eight gunners lined up just before the final boss battle. Personally, I got it 
during the fight with Mecharm D. I charged up a charge attack and used it on 
five of the kamikaze lab creatures before the Mecharm destroyed them. 


--- #15. Cutting Edge ---

 Objective: Destroy 5 lab creatures with Doctor Octopus' laser.
 Spider Essence: +2500

During the third stage of the boss fight against Doctor Octopus, she will 
continuously summon lab creatures. She only has one attack, that being her 
laser beam, so this is a rather easy challenge to get. Position yourself so 
that a lab creature is between Spidey and Doc Ock. When she unleashes her 
laser beam attack, it should hit and kill the creature before it reaches you. 
Keep this up until five have been burnt to a crisp.


==============================================================================
 CARNAGE
==============================================================================

                                 _,-(#12)-._
                            _,--'     |     `--._
                        ,--'          |          `--.
                    (#09)             |             (#06)
                    / `.         _,-(#10)-._         ,' \
                   /    `.    ,-'     |     `-.    ,'    \
                  /     _(#07)        |        (#08)_     \
                 /  _,-'   | `-._     |     _,-' |   `-._  \
                /,-'       |     `-.  |  ,-'     |       `-.\
              (#01)        |        (#03)        |        (#15)
                \`-._      |    _,-'  |  `-._    |      _,-'/
                 \   `-._  | ,-'      |      `-. |  _,-'   /
                  \      (#05)        |        (#04)      /
                   \    ,'    `-._    |    _,-'    `.    /
                    \ ,'          `-(#11)-'          `. /
                    (#14)             |             (#13)
                        `--._         |         _,--'
                             `--._    |    _,--'
                                  `-(#02)-'

--- #01. Maximum Carnage ---

 Objective: Keep your Rage Mode active for 30 seconds by continuing to BEAT
            enemies!
 Spider Essence: +5000

Best completed in the first enemy-infested area of the level. Stand in the 
middle of the room to get the attention of the corrupted agents. Wait and jump 
on a wall so they all congregate below you. Once every enemy here is 
underneath you, jump down and activate your Rage Mode. Only use very weak 
attacks so you can keep the enemies alive; every hit you land will increase 
the Rage Meter. It also helps if you have fully upgraded the Rage Meter.


--- #02. Spider Collector ---

 Objective: Find ALL of the Hidden Spiders.
 Spider Essence: +5000

1. In the first enemy-infested area, jump onto the balcony at the opposite 
side of the room. Follow the right hallway to find the spider tucked behind a 
stack of crates.

2. Drop down into the large plaza from the hangar above. After clearing the 
area of enemies, walk down the path and pay attention to the left side of the 
path. Flip on your Spider-Sense and move around the end of the shipping 
containers to locate a spider.

3. Inside the plaza, after pursuing Carnage across the support beams. There 
are two doors on the side of the wall that can be yanked open using Web Pull. 
One only contains more corrupted S.H.I.E.L.D. agents, but the other one houses 
a Hidden Spider.

4. Found inside one of the jail cells in the maximum security prison. (the 
first area, where you first meet the symbiotic creatures).

5. In the room following the fourth Hidden Spider. Before looking for the 
helpless scientist, Web Jump up to the second floor and proceed down the 
catwalk. When you reach the wall of fire, either jump over it or swing around 
it. On the other side are two jail cells, with one containing the spider.

6. Inside the elevator room just past where you rescue the scientist. Leave 
him at the dropoff point, then search the pit underneath the raised platform 
holding up the ship. It is crawling down here.

7. The Hidden Spider is located in another hangar, just before the first boss 
battle against Carnage. Turn on your Spider-Sense and inspect the fighter 
plane inside the hangar to find it.

8. This final Hidden Spider is near the very end of the level. When you reach 
the tower, exit via the broken window and step onto the railing. Walk to the 
left to reach the spider near a dead end.


--- #03. Quarantine ---

 Objective: Rescue the civilian from the corrupted S.H.I.E.L.D. agents.
 Spider Essence: +3000

Storyline progression. All you have to do is prevent the security door from 
getting broken down by the corrupted agents. It's a requirement for the level.


--- #04. Purge Protocol ---

 Objective: Destroy 10 Slayers.
 Spider Essence: +10000

There are plenty of S.H.I.E.L.D. slayers to be found in this level. However, 
make sure that you're the one doing all the killing. Slayers tend to focus on 
the corrupted agents before you, and the agents can kill a slayer is there's 
enough of 'em. Don't let the enemies get the kill too often, or you will be 
left without any to kill for yourself.


--- #05. Splash Damage ---

 Objective: Ignite 5 enemies at the same time.
 Spider Essence: +5000

You must use the red explosive canisters to ignite an enemy. There are many 
areas filled to the brim with both enemies and explosive canisters. A good 
place is in the plaza just past the hangar. Grab a barrel and chuck it at the 
pile of corrupted agents fighting the S.H.I.E.L.D. slayer.


--- #06. Feeling Angry ---

 Objective: Activate the Rage Mode 10 times.
 Spider Essence: +2500

You will likely have to use Rage Mode well over ten times by the level's end. 
All you have to do is activate it. If for some reason you haven't reached that 
mark by the end of the level, then you are in trouble.


--- #07. Door Buster ---

 Objective: Execute 3 Web-Pulls throughout Triskellion.
 Spider Essence: +2000

The first one is mandatory, but the other two are not and therefore can be 
easy to miss. The other two are in the plaza, after you chase Carnage across 
the toppled support beams. Activate your Spider-Sense to find two doors on the 
side of the wall. Web Pull both open for the win.


--- #08. Smells Like Bacon ---

 Objective: Burn 25 symbiotic creatures using fire.
 Spider Essence: +3000

Kill it with fire! The primary location to complete this challenge is the 
maximum security prison. There is a buttload of symbiotic creatures running 
around, as well as burning rubble that respawns. Pick each one up and go to 
town. Even if you don't finish the challenge in this chamber, there will be 
more in the future.


--- #09. Jailbreak ---

 Objective: Successfully break out of the maximum security prison.
 Spider Essence: +3000

Storyline progression. All you must do is eliminate each and every last 
symbiotic creature from the maximum security prison and you will be free to go.


--- #10. Knocked Back ---

 Objective: Trigger the Rage Mode to knock back 25 corrupted S.H.I.E.L.D.
            agents.
 Spider Essence: +2000

Well, this and the "Feeling Angry" challenge kinda go hand-in-hand. All you 
have to do is activate Rage Mode when surrounded by a lot of enemies. Keep on 
repeating through the level and you will likely knock down 25 early on in the 
level.


--- #11. Strike! ---

 Objective: Hit 10 enemies with a single charged attack.
 Spider Essence: +3000

My gosh, this one is soooooooo much easier to do than the one in the Doctor 
Octopus level. This is also best completed in the first area where you 
encounter the corrupted S.H.I.E.L.D. agents. Wait for them to circle you, then 
hold down X and unleash. Spider-Man will shoot spikes out of his body and 
penetrate everyone around him.


--- #12. Emblem Collector ---

 Objective: Collect 35 Spider Emblems
 Spider Essence: +3000

It would be silly for me to list the location of each individual Spider 
Emblem. Most are in plain sight and right on the trail when progressing 
through a level. If you explore areas enough, you should be able to find the 
majority of the emblems in a level. Spider-Sense is the best way to track down 
Spider Emblems.


--- #13. Carnage BBQ ---

 Objective: Throw Carnage in a Helicarrier Reactor 5 times.
 Spider Essence: +7500

The first time is a given, so you really only have to throw him in four times. 
In order to do this, Web Zip to the edge of one of the reactors. Stand here 
and wait for Carnage to zip over to you. As your Spider-Sense tingles, dodge 
at the very last second; Carnage will stay perched, allowing you to Zip Kick 
him into the reactor. If you dodge his zip too early, then he won't stay 
perched on the edge of the reactor. It's all about practice.


--- #14. Crash 'N Burn ---

 Objective: Survive the Helicarrier crash.
 Spider Essence: +3000

Storyline progression. You must survive the helicarrier crash by Web Swinging 
away from it as it flies towards you. Not too hard if you ask me.


--- #15. Feeding Frenzy ---

 Objective: Force Carnage to destroy 3 friendly Slayers during the final
            encounter.
 Spider Essence: +3000

Once Carnage has escaped his cocoon, he will likely destroy any remaining 
S.H.I.E.L.D. slayer robot that is left. Back away from him so that his 
attention is on the robots, not you. Keep track of this challenge so you know 
how many robots he has destroyed during each time you force him out of hiding.


______________________________________________________________________________
==============================================================================

[7] COMBAT UPGRADES                                                     [0700]

==============================================================================

Spider-Man earns Spider Essence through various methods, such as defeating 
enemies, breaking objects, completing challenges, and collecting Spider 
Emblems. Spider Essence acts as the game's currency, and you can use Spider 
Essence to purchase Combat Upgrades and Character Upgrades.

Combat Upgrades, like the name implies, helps upgrade Spider-Man offensively. 
You can buy various combos for the four webbed superheroes, as well as new 
moves that come in handy throughout the game.


==============================================================================
 DEFAULT
==============================================================================

--- Spider Attack ---

- X, X, X

Buy: -
Spider-Man's fast 3-hit combo.


--- Spider Strike ---

- Y, Y

Buy: -
Spider-Man's 2-hit strong combo.


--- Air Launcher ---

- Y (hold)

Buy: -
This attack allows Spider-Man to send an enemy up in the air, breaking his 
guard.


--- Aerial Rush ---

- X, X, X (airborne target)

Buy: -
After knocking enemies airborne, Spider-Man can strike them with an Air Combo!


--- Grab ---

- B (close range)

Buy: -
Spider-Man can grab light human enemies.


--- Web-Strike ---

- B (medium range)

Buy: -
Spider-Man uses his web to swoop onto enemies. By staying out of danger, he 
chooses the best moment to strike! A Web-Strike can be chained with combos.


--- Web-Strike Evade ---

- A (during Web-Strike)

Buy: -
Sometimes, enemies will counter the Web Strike. This is indicated by a tingle 
above Spider-Man's head. When this happens, press Jump to jump out of the way 
and land behind the enemy.


--- Eagle Kick ---

- X (air)

Buy: -
Spider-Man can strike enemies directly from the air with this fast diving kick.


--- Grab Attack ---

- X, X, X (while grabbing)

Buy: -
Once in his grasp, Spider-Man can punch enemies.


==============================================================================
 3 CHALLENGES
==============================================================================

--- Web Shots ---

- RB

Buy: 1100
Spider-Man can shoot Web Shots to blind his enemies and render them helpless. 
Blinded enemies can be grabbed from a distance by pressing Grab.


--- Grab Uppercut ---

- Y (while grabbing)

Buy: 1100
Once in his grasp, Spider-Man can punch enemies up into the air, leaving them 
open to other attacks.


--- Air Recovery ---

- A (mid-air)

Buy: 1200
When knocked back, Spider-Man can get back into the action before hitting the 
ground.


==============================================================================
 7 CHALLENGES
==============================================================================

--- Bird Eater ---

- Y (airborne target)

Buy: 6000
Spider-Man performs a strong aerial attack that knocks enemies out of the 
fight for a little while.


--- Web-Strike Punch ---

- X (during Web-Strike)

Buy: 6000
Spider-Man uses the speed and momentum of the Web-Strike to deliver a powerful 
punch when he reaches his enemy!


--- Web-Strike Bounce ---

- Y (during Web-Strike)

Buy: 5000
Spider-Man bounces into the air after hitting a target. This is useful for 
chaining several Web-Strikes together.


==============================================================================
 10 CHALLENGES
==============================================================================

--- Spider Rush ---

- X, X, X, X

Buy: 15000
Chain up to 4 hits with this upgraded version of the Spider Attack.


--- Disarm ---

- B (mash)

Buy: 10000
Use Spider-Man's web to disarm your enemies! (Amazing, Ultimate, and 2099 only)


--- Aerial Grab ---

- B (in air, near airborne target)

Buy: 7500
After knocking enemies airborne, Spider-Man can grab them and send them 
crashing to the ground!


==============================================================================
 20 CHALLENGES
==============================================================================

--- Amazing Charge Attack ---

- X (hold & release)

Buy: 7000
Fire a giant web ball that explodes on impact, blinding any target in the 
vicinity.


--- Ultimate Charge Attack ---

- X (hold & release)

Buy: 7000
Unleash a powerful burst of tendrils to knock back surrounding enemies.


--- Noir Charge Attack ---

- X (hold & release)

Buy: 7000
A powerful double elbow strike that delivers heavy damage on a single target.


--- 2099 Charge Attack ---

- X (hold & release)

Buy: 7000
A light-speed dash that strikes several targets in a row.


==============================================================================
 30 CHALLENGES
==============================================================================

--- Spider Swipe ---

- Y, Y, X, X

Buy: 15000
Take the fight to the next level. This multi-target attack extends the reach 
of your combos.


--- Counter ---

- X (while dodging)

Buy: 5000
Time to strike back! Press Fast Attack as Spider-Man dodges and incoming 
attack with LT to quickly take back the offensive.


--- Spider Stomp ---

- Y (air)

Buy: 10000
Land with style, as this handy stomp attack pushes back surrounding targets.


--- Amazing Web Cyclone ---

- Y + B

Buy: 20000
Amazing Spider-Man keeps his enemies at bay with "web flails" filled with 
concrete, wood, or stone. (Amazing only)


==============================================================================
 40 CHALLENGES
==============================================================================

--- Goliath Strike ---

- Y, Y, Y

Buy: 20000
Compliments the Spider Strike with a strong blow that sends enemies up in the 
air.


--- Spider Fang ---

- Y, Y, X, Y

Buy: 12000
A powerful blow that knocks enemies back with the strength of the spider!


--- Ground Recovery ---

- X (when landing)

Buy: 8000
When projected, press Fast Attack as Spider-Man lands on the ground. You can 
then use the momentum to strike back at multiple targets.


==============================================================================
 50 CHALLENGES
==============================================================================

--- Spider Assault ---

- X, X, X, X, X

Buy: 20000
This full 5-HIT COMBO string will help fill up this hungry combo meter!


--- Grab Swirl ---

- B (while grabbing)

Buy: 10000
Swing enemies around, using them as a weapon against their own kind.


--- Web-Slam ---

- B (on ground, airborne target)

Buy: 10000
Teach villains a lesson by slamming them a few times!


==============================================================================
 55 CHALLENGES
==============================================================================

--- Ultimate Symbiote Spin ---

- Y + B

Buy: 15000
Extendable spinning tendrils can protect Ultimate Spider-Man from swarming 
enemies.


--- 2099 Helikick ---

- Y + B

Buy: 15000
A powerful upside-down spinning kick that knocks back surrounding opponents.


--- Noir Whirlwind Punch ---

- Y + B

Buy: 15000
Outnumbered? Spider-Man Noir fights and moves like the wind!


==============================================================================
 60 CHALLENGES
==============================================================================

--- Amazing Quick Charge ---

- X (hold during combo)

Buy: 16000
The Quick Charge upgrade allows Spider-Man to unleash his Charge Attack at 
anytime with devastating results.


--- 2099 Quick Charge ---

- X (hold during combo)

Buy: 16000
The Quick Charge upgrade allows Spider-Man to unleash his Charge Attack at 
anytime with devastating results.


--- Ultimate Quick Charge ---

- X (hold during combo)

Buy: 16000
The Quick Charge upgrade allows Spider-Man to unleash his Charge Attack at 
anytime with devastating results.


--- Noir Quick Charge ---

- X (hold during combo)

Buy: 16000
The Quick Charge upgrade allows Spider-Man to unleash his Charge Attack at 
anytime with devastating results.


==============================================================================
 70 CHALLENGES
==============================================================================

--- Ultimate Charge Lv2 ---

- X (hold during combo)

Buy: 17000
Charge Attack damage and area of effect increase.


--- Amazing Charge Lv2 ---

- X (hold during combo)

Buy: 17000
Charge Attack damage and area of effect increase.


--- Noir Charge Lv2 ---

- X (hold during combo)

Buy: 17000
Charge Attack damage and area of effect increase.


--- 2099 Charge Lv2 ---

- X (hold during combo)

Buy: 17000
Charge Attack damage and area of effect increase.


==============================================================================
 85 CHALLENGES
==============================================================================

--- Knockback Counter ---

- A + X

Buy: 20000
This special attack can be performed at any time in the Defensive Stance. With 
the right timing, Spider-Man can counter attacks from light human enemies once 
they trigger a Spider-Sense tingle.


--- Arachnophobia ---

- B (in air, far airborne target)

Buy: 4250
Up in the air, enemies cannot escape the grasp of Spider-Man's web!


--- Web-Strike Slam ---

- B (during Web-Strike

Buy: 10000
Spider-Man can slam light enemies like never before with this powerful attack 
that looks amazingly painful, but ultimately spectacular!


==============================================================================
 100 CHALLENGES
==============================================================================

--- Spider Smash ---

- Y (while jumping towards enemy)

Buy: 20000
Smash your airborne enemies to the ground with this mighty aerial blow!


--- Justice Strike ---

- X, X, Y, Y (airborne target)

Buy: 20000
A mighty blow that knocks back medium and light enemies - inflicting massive 
damage.


--- Eight-Legged Fury ---

- X, X, Y, Y (airborne target)

Buy: 25000
Unleash the ultimate power and lighting-fast speed of an arachnid! This mighty 
multi-hit attack deliver maximum damage to medium and light enemies.


==============================================================================
 140 CHALLENGES
==============================================================================

--- Amazing Web Hammer ---

- A + X

Buy: 25000
Launch surrounding enemies in the air with Web Hammer pound.


--- Ultimate Symbiote Pound ---

- A + X

Buy: 25000
Symbiote tentacles rise from the ground and knock enemies off their feet!


--- 2099 Astral Jump ---

- A + X

Buy: 25000
Send enemies up in the air with this spectacular jump, worthy of a hero from 
the future.


--- Noir Black Gust ---

- A + X

Buy: 25000
Your enemies will "feel the power of the wind" as they fly up into the air all 
around you.


==============================================================================
 160 CHALLENGES
==============================================================================

--- Ultimate Charge Lv3 ---

- X (hold & release)

Buy: 30000
Charge Attack damage and area of effect increase.


--- Amazing Charge Lv3 ---

- X (hold & release)

Buy: 30000
Charge Attack damage and area of effect increase.


--- Noir Charge Lv3 ---

- X (hold & release)

Buy: 30000
Charge Attack damage and area of effect increase.


--- 2099 Charge Lv3 ---

- X (hold & release)

Buy: 30000
Charge Attack damage and area of effect increase.


______________________________________________________________________________
==============================================================================

[8] CHARACTER UPGRADES                                                  [0800]

==============================================================================

Spider-Man earns Spider Essence through various methods, such as defeating 
enemies, breaking objects, completing challenges, and collecting Spider 
Emblems. Spider Essence acts as the game's currency, and you can use Spider 
Essence to purchase Combat Upgrades and Character Upgrades.

Character upgrades helps boost the statistics of each of the four Spider-Men. 
This includes such things as a health increase, increased duration of Rage 
Mode and Accelerated Vision, and even some added bonuses in unlockable 
costumes.


==============================================================================
 5 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 2000
Increases Health Meter's size.


--- Rage Mode Duration +1 ---

Buy: 2100
Increases the duration of the Rage Mode.


--- Accel. Vision Regen +1 ---

Buy: 2200
Speeds up the Accelerated Vision regeneration factor.


==============================================================================
 15 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 5000
Increases Health Meter's size.


--- Rage Meter Regen +1 ---

Buy: 7500
Speeds up Rage Meter's regeneration factor.


--- Essence Absorption +1 ---

Buy: 7500
Collect more Spider Essence.


==============================================================================
 25 CHALLENGES
==============================================================================

--- Ultimate Bonus Suit 1 ---

Buy: 8000
Switch the default Ultimate Spider-Man suit to the Original Ultimate Spider-
Man bonus suit by accessing the "Alternate Suits" section of the Bonus Gallery.


--- Amazing Bonus Suit 1 ---

Buy: 8000
Switch the default Amazing Spider-Man suit to the Bombastic Bag-Man bonus suit 
by accessing the "Alternate Suits" section of the Bonus Gallery.


--- Noir Bonus Suit 1 ---

Buy: 8000
Switch the default Spider-Man Noir suit to the Original Spider-Man Noir 
Concept bonus suit by accessing the "Alternate Suits" section of the Bonus 
Gallery.


--- 2099 Bonus Suit 1 ---

Buy: 8000
Switch the default Spider-Man 2099 suit to the Flipside bonus suit by 
accessing the "Alternate Suits" section of the Bonus Gallery.


==============================================================================
 35 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 10000
Increases Health Meter's size.


--- Health Regen +1 ---

Buy: 7000
Speeds up Health Regeneration.


--- Accel. Vision Duration +1 ---

Buy: 10000
Increases the duration of Accelerated Vision.


==============================================================================
 45 CHALLENGES
==============================================================================

--- Rage Meter Regen +1 ---

Buy: 12500
Speeds up Rage Meter's regeneration factor.


--- Accel. Vision Regen +1 ---

Buy: 12500
Speeds up the Accelerated Vision regeneration factor.


==============================================================================
 65 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 15000
Increases Health Meter's size.


--- Rage Mode Duration +1 ---

Buy: 15000
Increases the duration of the Rage Mode.


--- Essence Absorption +1 ---

Buy: 15000
Collect more Spider Essence.


==============================================================================
 80 CHALLENGES
==============================================================================

--- Ultimate Bonus Suit 2 ---

Buy: 20000
Switch the default Ultimate Spider-Man suit to the Electro Proof Spider-Man 
bonus suit by accessing the "Alternate Suits" section of the Bonus Gallery.


--- Amazing Bonus Suit 2 ---

Buy: 20000
Switch the default Amazing Spider-Man suit to the Secret War Spider-Man bonus 
suit by accessing the "Alternate Suits" section of the Bonus Gallery.


--- Noir Bonus Suit 2 ---

Buy: 20000
Switch the default Spider-Man Noir suit to the Spider-Man 1602 bonus suit by 
accessing the "Alternate Suits" section of the Bonus Gallery.


--- 2099 Bonus Suit 2 ---

Buy: 20000
Switch the default Spider-Man 2099 suit to the Spider-Armor bonus suit by 
accessing the "Alternate Suits" section of the Bonus Gallery.


==============================================================================
 90 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 20000
Increases Health Meter's size.


--- Health Regen +1 ---

Buy: 12000
Speeds up Health Regeneration.


--- Accel. Vision Duration +1 ---

Buy: 20000
Increases the duration of Accelerated Vision.


==============================================================================
 110 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 25000
Increases Health Meter's size.


--- Rage Meter Regen +1 ---

Buy: 25000
Speeds up Rage Meter's regeneration factor.


--- Accel. Vision Regen +1 ---

Buy: 25000
Speeds up the Accelerated Vision regeneration factor.


==============================================================================
 120 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 30000
Increases Health Meter's size.


--- Rage Mode Duration +1 ---

Buy: 30000
Increases the duration of the Rage Mode.


--- Essence Absorption +1 ---

Buy: 25000
Collect more Spider Essence.


==============================================================================
 130 CHALLENGES
==============================================================================

--- Health +1 ---

Buy: 35000
Increases Health Meter's size.


--- Health Regen +1 ---

Buy: 25000
Speeds up Health Regeneration.


--- Accel. Vision Duration +1 ---

Buy: 35000
Increases the duration of Accelerated Vision.


==============================================================================
 180 CHALLENGES
==============================================================================

--- Ultimate Bonus Suit 3 ---

Buy: 40000
Switch the default Ultimate Spider-Man suit to the Mangaverse Spider-Man bonus 
suit by accessing the "Alternate Suits" section of the Bonus Gallery.


--- Amazing Bonus Suit 3 ---

Buy: 40000
Switch the default Amazing Spider-Man suit to the Scarlet Spider bonus suit by 
accessing the "Alternate Suits" section of the Bonus Gallery.


--- Noir Bonus Suit 3 ---

Buy: 40000
Switch the default Spider-Man Noir suit to the Negative Zone bonus suit by 
accessing the "Alternate Suits" section of the Bonus Gallery.


--- 2099 Bonus Suit 3 ---

Buy: 40000
Switch the default Spider-Man 2099 suit to the Iron Spider bonus suit by 
accessing the "Alternate Suits" section of the Bonus Gallery.


______________________________________________________________________________
==============================================================================

[9] UNLOCKABLES                                                         [0900]

==============================================================================

==============================================================================
 TUTORIAL
==============================================================================

--- Character Bio (Amazing Spider-Man) ---

Beat level on any difficulty.


--- Character Bio (Ultimate Spider-Man) ---

Beat level on any difficulty.


--- Character Bio (Spider-Man Noir) ---

Beat level on any difficulty.


--- Character Bio (Spider-Man 2099) ---

Beat level on any difficulty.


--- Character Bio (Madame Web) ---

Beat level on any difficulty.


--- Concept Art (Tutorial) ---

Beat level on any difficulty.


--- Concept Art (Amazing Spider-Man) ---

Beat level on any difficulty.


--- Concept Art (Ultimate Spider-Man) ---

Beat level on any difficulty.


--- Concept Art (Spider-Man Noir) ---

Beat level on any difficulty.


--- Concept Art (Spider-Man 2099) ---

Beat level on any difficulty.


--- Concept Art (Tablet of Order and Chaos) ---

Beat level on any difficulty.


--- Figurine (Amazing Spider-Man) ---

Beat level on any difficulty.


--- Figurine (Ultimate Spider-Man) ---

Beat level on any difficulty.


--- Figurine (Spider-Man Noir) ---

Beat level on any difficulty.


--- Figurine (Spider-Man 2099) ---

Beat level on any difficulty.


==============================================================================
 KRAVEN
==============================================================================

--- Character Bio (Kraven) ---

Beat level on Easy mode.


--- Concept Art (Kraven 1-16) ---

Beat level on Normal mode.


--- Figurines (Kraven) ---

Beat level on Hard mode.


--- Figurines (Kraven Hunters) ---

Beat level on Hard mode.


==============================================================================
 HAMMERHEAD
==============================================================================

--- Character Bio (Hammerhead) ---

Beat level on Easy mode.


--- Concept Art (Hammerhead 1-10) ---

Beat level on Normal mode.


--- Figurine (Hammerhead) ---

Beat level on Hard mode.


--- Figurine (Gangsters) ---

Beat level on Hard mode.


==============================================================================
 HOBGOBLIN
==============================================================================

--- Character Bio (Hobgoblin) ---

Beat level on Easy mode.


--- Character Bio (Public Eye Patrol) ---

Beat level on Easy mode.


--- Character Bio (S.I.E.G.E.) ---

Beat level on Easy mode.


--- Concept Art (Hobgoblin 1-11) ---

Beat level on Normal mode.


--- Figurine (Hobgoblin) ---

Beat level on Hard mode.


--- Figurine (Public Eye Patrol) ---

Beat level on Hard mode.


--- Character Bio (Gargoyles) ---

Beat level on Hard mode.


==============================================================================
 ELECTRO
==============================================================================

--- Character Bio (Electro) ---

Beat level on Easy mode.


--- Concept Art (Electro 1-5) ---

Beat level on Normal mode.


--- Figurine (Electro) ---

Beat level on Hard mode.


--- Figurine (Electro Creatures) ---

Beat level on Hard mode.


==============================================================================
 SANDMAN
==============================================================================

--- Character Bio (Sandman) ---

Beat level on Easy mode.


--- Concept Art (Sandman 1-9) ---

Beat level on Normal mode.


--- Figurine (Sandman) ---

Beat level on Hard mode.


--- Figurine (Sand Creature) ---

Beat level on Hard mode.


==============================================================================
 VULTURE
==============================================================================

--- Character Bio (Vulture) ---

Beat level on Easy mode.


--- Concept Art (Vulture 1-8) ---

Beat level on Normal mode.


--- Figurine (Vulture) ---

Beat level on Hard mode.


==============================================================================
 SCORPION
==============================================================================

--- Character Bio (Scorpion) ---

Beat level on Easy mode.


--- Concept Art (Scorpion 1-11) ---

Beat level on Normal mode.


--- Figurine (Scorpion) ---

Beat level on Hard mode.


--- Figurine (2099 Scorpion Creatures) ---

Beat level on Hard mode.


==============================================================================
 DEADPOOL
==============================================================================

--- Character Bio (Deadpool) ---

Beat level on Easy mode.


--- Concept Art (Deadpool 1-7) ---

Beat level on Normal mode.


--- Figurine (Deadpool) ---

Beat level on Hard mode.


--- Figurine (Fanboys) ---

Beat level on Hard mode.


==============================================================================
 JUGGERNAUT
==============================================================================

--- Character Bio (Juggernaut) ---

Beat level on Easy mode.


--- Character Bio (Silver Sable) ---

Beat level on Easy mode.


--- Character Bio (Wild Pack) ---

Beat level on Easy mode.


--- Concept Art (Juggernaut 1-5) ---

Beat level on Normal mode.


--- Figurine (Juggernaut) ---

Beat level on Hard mode.


--- Figurine (Silver Sable) ---

Beat level on Hard mode.


--- Figurine (Wild Pack) ---

Beat level on Hard mode.


==============================================================================
 GOBLIN
==============================================================================

--- Character Bio (Goblin) ---

Beat level on Easy mode.


--- Concept Art (Goblin 1-9) ---

Beat level on Normal mode.


--- Figurine (Goblin) ---

Beat level on Hard mode.


==============================================================================
 DOCTOR OCTOPUS
==============================================================================

--- Character Bio (Doctor Octopus) ---

Beat level on Easy mode.


--- Concept Art (Doctor Octopus 1-9) ---

Beat level on Normal mode.


--- Figurine (Doctor Octopus) ---

Beat level on Hard mode.


--- Figurine (Dr. Octopus Creatures) ---

Beat level on Hard mode.


==============================================================================
 CARNAGE
==============================================================================

--- Character Bio (Carnage) ---

Beat level on Easy mode.


--- Character Bio (S.H.I.E.L.D. Corpse) ---

Beat level on Easy mode.


--- Character Bio (Spider-slayer Mark II) ---

Beat level on Easy mode.


--- Concept Art (Carnage 1-13) ---

Beat level on Normal mode.


--- Figurine (Carnage) ---

Beat level on Hard mode.


--- Figurine (Carnage Creatures) ---

Beat level on Hard mode.


--- Figurine (S.H.I.E.L.D. Characters) ---

Beat level on Hard mode.


==============================================================================
 FINAL ACT
==============================================================================

--- Character Bio (Mysterio) ---

Beat level on Easy mode.


--- Concept Art (Cosmic Spider-Man) ---

Beat level on Normal mode.


--- Concept Art (Mysterio 1-4)) ---

Beat level on Normal mode.


--- Figurine (2099 Mysterio) ---

Beat level on Hard mode.


--- Figurine (2099 Alternate Suits) ---

Beat level on Hard mode.


--- Figurine (Amazing Alternate Suits) ---

Beat level on Hard mode.


--- Figurine (Noir Alternate Suits) ---

Beat level on Hard mode.


______________________________________________________________________________
==============================================================================

[10] ACHIEVEMENTS                                                       [1000]

==============================================================================

Here are all the Achievements found in the game, in alphabetical order.


--- Ain't No Stoppin'! (50) ---

Defeat 1000 enemies.


--- Amazing! (20) ---

Complete 4 levels with the highest rank in Hard mode.


--- Bug Collector (50) ---

Collect all Hidden Spiders.


--- Canceled! (15) ---

Defeat Deadpool on any difficulty level.


--- Circus Freak (15) ---

Defeat Goblin on any difficulty level.


--- Clipped Wings (15) ---

Defeat Hobgoblin on any difficulty level.


--- Close Call! (10) ---

Recover 10 times from a Critical Fall.


--- Easy As Pie! (20) ---

Complete all levels on Easy.


--- End of Act 1 (20)--- 

Complete Act 1 on any difficulty level.


--- End of Act 2 (20) ---

Complete Act 2 on any difficulty level.


--- End of Act 3 (20) ---

Complete Act 3 on any difficulty level.


--- Enthusiast (15) ---

Collect 250 Spider Emblems.


--- Fanatic (20) ---

Collect 500 Spider Emblems.


--- Final Curtain Call (50) ---

Defeat Mysterio on any difficulty level.


--- Getting Warmed Up (10) ---

Defeat 100 enemies.


--- Hard Pressed (100) ---

Complete all levels on Hard.


--- Here's Mud In Your Eye! (15) ---

Defeat Sandman on any difficulty level.


--- Hobbyist (10) ---

Collect 125 Spider Emblems.


--- In the Zone (20) ---

Defeat 500 enemies.


--- Is This Normal? (50) ---

Complete all levels on Normal.


--- Lay Down Your Arms (15) ---

Defeat Doc Ock on any difficulty level.


--- Lead On, M-Dubs! (5) ---

Complete the Tutorial.


--- Manifest Destiny (100) ---

Complete the Web of Destiny.


--- Minimized Carnage (15) ---

Defeat Carnage on any difficulty level.


--- Missed Me! (20) ---

Defeat a boss on any difficulty level without taking damage.


--- No Harm Done (20) ---

Complete any level without dying (except the Tutorial).


--- Now There's a Shock (15) ---

Defeat Electro on any difficulty level.


--- Sensational!! (30) ---

Complete 8 levels with the highest rank in Hard mode.


--- Smooth Moves (20) ---

Unlock all Combat upgrades.


--- Something CAN stop Juggernaut! (15) ---

Defeat Juggernaut on any difficulty level.


--- Spectacular!!! (50) ---

Complete 12 levels with the highest rank in Hard mode.


--- Survival Of the Fittest (15) ---

Defeat Kraven on any difficulty level.


--- The Caged Bird Squawks (15) ---

Defeat Vulture on any difficulty level.


--- The Complete Package (20) ---

Unlock all Character upgrades.


--- The Hammer Falls (15) ---

Defeat Hammerhead on any difficulty level.


--- The Spider's Bite (10) ---

Keep Rage Mode active for one minute.


--- The Spider's Grace (10) ---

Complete a 2099 freefall section without taking damage.


--- The Spider's Shadow (10) ---

Complete a Noir level without triggering an alarm.


--- The Spider's Web (10) ---

Defeat 50 enemies using the Amazing Charge Attack.


--- Took the Sting Out Of Him (15) ---

Defeat Scorpion on any difficulty level.


--- Two-Hundo (20) ---

Execute a 200-hit combo (except the Tutorial).


--- Uncle Benjamin (10) ---

Execute a 100-hit combo (except the Tutorial).


______________________________________________________________________________
==============================================================================

[11] THANKS/CREDITS                                                     [1100]

==============================================================================

Of course, this guide couldn't have been made without some extra help. Here is
a shoutout to everyone who made this FAQ possible:

 CJayC: For being an awesome host of an awesome site.

 Eternal Czar Smapdi: For being the best co-author anyone could have, and for
                      being yourself.

 FESBians: Because you're cool.

 You: For reading this FAQ.

------------------------------------------------------------------------------
 LEGAL
------------------------------------------------------------------------------

This document is copyright (c) DomZ Ninja 2010-2013. 

This document may be found on the following sites:

 * GameFAQs     - http://www.gamefaqs.com
 * GameSpot     - http://www.gamespot.com
 * IGN          - http://faqs.ign.com
 * Super Cheats - http://www.supercheats.com
 * Neoseeker    - http://www.neoseeker.com
 * HonestGamers - http://www.honestgamers.com

The latest update of this document can always be found on GameFAQs.

Other sites may use this document, but only with my permission. If you see
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If you have any questions, comments, or anything that you would like to add to
this guide, then feel free to email me. My email address is found at the top
of this guide. However, if you do email me, please include the name of the
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 http://www.gamefaqs.com/features/recognition/52173.html


"I've been going down, down into the river baby, listen to the sound, it's
something only God knows. You figure it out, I can't stay, water's in the
clouds, is my life about to change?"
- Local Natives
______________________________________________________________________________
                                                               END OF DOCUMENT