S P I D E R - M A N  3
                                 
                                  Arena Mode Guide
                                    Final Version
                               
                                    by Moxxidude

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Table of Contents
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1. Intro                                        [NTRO]

2. Button Differences X360 / PS3                [BUTN]

3. Walkthrough
     A. Endurance Arena 1.......................[END1]
        Endurance Arena 2.......................[END2]
        Endurance Arena 3.......................[END3]
     
     B. Timed Arena 1...........................[TMD1]
        Timed Arena 2...........................[TMD2]
        Timed Arena 3...........................[TMD3]
        Timed Arena 4...........................[TMD4]
        Timed Arena 5...........................[TMD5]
        Timed Arena 6...........................[TMD6]
        Timed Arena 7...........................[TMD7]
        Timed Arena 8...........................[TMD8]
        Timed Arena 9...........................[TMD9]
        Timed Arena 10..........................[TMD10]
        Timed Arena 11..........................[TMD11]

4. Credits......................................[CRED]

5. Usage........................................[USAG] 

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1. Introduction                                                     [NTRO]
===============================================================================

This guide was written for the Xbox 360 and PS3 versions of Spider-Man 3. 

Arena mode is unlocked once you successfully complete the game. It is accessed
by pressing the Start button and is located in the Extras menu. In total there
are 3 Endurance modes and 11 Timed modes. At the start, there is only one 
Endurance level and one Timed level available. Completing one arena will unlock
next one available in the series.        

This walkthrough was created for those using the red/blue suit as presumably
the blacksuit will give you an advantage. You could use the strategies within
this guide with the blacksuit however.                       
                            
===============================================================================
2. Button Differences X360 / PS3                                    [BUTN]
===============================================================================

     X360          PS3         Config
    ------        -----       --------

       A            X           Jump
       X            Square      Fast Attack
       Y            Triangle    Strong Attack
       B            Circle      Web/Crawl
       LT           L2          Sprint/Boost
       LB           L1          Spider Reflexes
       RT           R2          Web Swing
       RB           R1          Super Attack/Rage
       Start        Start       Menu

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3. Walkthrough
===============================================================================

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A. Endurance Arena 1                                                 [END1]
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Objective: Defeat 25 Dragon Tails members

Location: Monster Lizard Boss location in Subway

Tactic: This can be a cakewalk if you approach it with a cool head. The Dragon
Tails like to gang up and surround you. Immediately jump up and web yank one
unlucky dude into your grasp [jump and B] and beat on him like a circus monkey,
making sure to use spider-reflexes [LB] while knocking some sense into him with
the Y and/or X button. Your goal here is to build up your Super Attack
meter, so go with hits rather than fancy attacks. You may have to yank another
enemy up to you which can effectively be done without even touching the ground.
Once you hear the familiar sound of the Super Attack meter being filled to
capacity land on the ground and press RB and X, to unleash the Ultra Multi
Launcher attack. This move is so powerful if you have enough enemies within
your range, you can wipe out 9 or 10 of them at once. Do this three times and
you will be done without taking almost any damage. Whatever you do, don't stay
on the ground too long. They'll crowd you and take you down.

Unlocked: Endurance Arena 2

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A. Endurance Arena 2                                                 [END2]
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Objective: Defeat 50 gang members [Arsenic Candy, Apocalypse & Dragon Tails]

Location: Grand Central Station

Tactic: Yikes! 50 is a lot, it's like 49 more than one! Don't worry. This can
be hard, but you've got a couple of tricks jammed up your lycra sleeves. The
Ultra Multi Launcher will be your secret weapon once again. Come out swinging
and I mean, with fists, not webbing. Get that Super Attack meter charged as 
fast as you can. Avoid the heavy weights, like the Apocalypse moron with the
stop sign and just lay a beating on a few of the lesser thugs. Once the Super
Attack is charged, jump down in the middle of them and let it rip.

You'll want to web yank a few dudes in the air to get in your licks off of the
ground. Make sure to get fairly high in the air because a few of the Dragon
Tails guys will leap at you. Simply lay a few Ultra Multi Launcher attacks on
this group and they'll have Grand Central headaches in no time!

Cheap Tactic For Losers: Kidding. If the fight is really tough for you, I'd
suggest splitting up the enemies so you could fight them at your leisure. To
do this, run out of the main room and jump below to the lower level. The thugs
will congregate on the upper level. One or two might come over the edge to get
at you. Beat them up, jump up and web yank the ones on the upper level to you
so you can beat them up one by one. NOTE: You won't be able to web yank the
heavier thugs from each gang, so you'll have to go toe to toe with them on
the upper level using this method.

Unlocked: Endurance Arena 3

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A. Endurance Arena 3                                                 [END3]
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Objective: Defeat 75 gang members [Arsenic Candy, Apocalypse, Large Lizards,
Dragon Tails and Armored Suits]

Location: Parking Garage [Dewolfe mission]

Tactic: This is one wild ride and seemingly impossible. The level is more
confined than the last one, which means the camera is going to act like it
hasn't taken any Ritalin (tm) for a few days. The trick is to not get trapped
near the shelving units or under stairways.

Immediately attack the large lizards. They are your friends, sort of, kinda,
not really. But they can be useful since they're easy to beat up. Immediately
attack the lizards in front of you in an effort to get that Super Meter filled
to capacity. You might want to jump up and web yank an Arsenic Candy girl to
beat on too. Maybe you'll get lucky and manage to hoist one of those dirty
rotten, no good armored suit-wearing, grenade-launching S.O.B.'s. Anyway, 
immediately land in the middle of the action and unleash, you guessed it, a 
UML or Ultra Multi Launcher! If there are enough thugs in your immediate
vicinity you might effectively eradicate the whole lot of them! If you did, 
congrats. There's a lot more where that came from.

The waves of enemies start off in the corners of the room. Wait for them to
come to you, rather than the other way around. This way you won't be trapped
in a corner getting a super-powered wedgie. Attack the lizards first and try
hard to repeat the process of building up the UML and unleashing it in the
middle of a big group. Also don't forget to use those Spider Reflexes all the
time! You've got Spider powers for a reason, so USE THEM!

Chances are the smoke from the grenades and the spastic camera will confuse
you. Don't let it. To bypass this annoyance, go into Spider Sense mode so you
can see the red outlines of your enemies. This allows you to see through the
smoke. It also has another great use: it can tell you which enemies are dead
already and which ones remain! No point in beating on an enemy that's already
dead since you won't be able to build up the Super Attack meter.

You'll want to constantly be moving during this fight. Jump, web yank the
enemies, use Spider Reflexes and of course, the UML. Always with the UML. You
may not have much health left at the end of the fight and it might take you a
few tries, even with this strategy, but you will be successful sooner, rather
than later, with this tactic!

Unlocked: Nothing. Zippola. You've proven you can beat down 75 enemies so
all that's left is bragging rights. You don't even unlock an achievement. Boo
Hiss!

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B. Timed Arena 1 = Apocalypse                                         [TMD1]
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Objective: Defeat 6 Apocalypse Gang Members

Time: 1:00 

Location: Apocalypse Flop House

Tactic: These punks keep a dirty, filthy house, so don't feel bad about smash-
ing their heads in. As they say, Cleanliness is next to Godliness. Yeah, um..
Anyway, move forward and just start punching away. Yank one in the air, build
up that Super Attack mode and you know what's next - Ultra Multi Launcher -
which for those just joining us is accomplished by pressing RT and A. You
should almost take them all out with that one attack. Just finish off the 
stragglers and you'll be finished in more than enough time.

Note: If you haven't already found it, jump straight up at the start of the 
level to find a Secret Token.

Unlocked: Timed Arena 2

Weird Glitch: I somehow managed to get the door open in the room. You can run
right out onto the street and into the city. The timer will get you though.

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B. Timed Arena 2 - Arsenic Candy                                      [TMD2]
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Objective: Defeat 9 Arsenic Candy Gang Members

Time: 1:20 

Location: Church (Arsenic Candy Gang HQ)

Tactic: Concentrate on the regular Candy girls and avoid the hammer-wielding
tougher chicks. Immediately jump and web yank the girl in front of you, Y and
Xing her, while raising your Super Attack meter. You'll most likely have to
punch another into oblivion to raise it all the way. Land in the middle of a
gaggle of gang babes and Ultra Multi Launcher them. Repeat the process and
you'll take 'em all down. It's like taking arsenic candy from a babe.

Unlocked: Timed Arena 3

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B. Timed Arena 3 - Order of the Dragon Tail                           [TMD3]
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Objective: Defeat 8 Dragon Tail Gang Members

Time: 1:45 

Location: Dragon Tail Dojo Hide-Out

Tactic: 1:45 might seem like a long time if someone has a gun to your head,
but it sure flies by in this cramped, little camera-spazzing level. Stay in
the room and try to get in as many hits as possible to fill your Super Attack
meter. But trust me when I say that only the best of the best will be able to
pull that off, because these Hong Kong tough guys won't sit around politely
waiting for their turn to attack; they'll swarm you! 

If you can pull off the UML (Ultra Multi Launcher = RB + A when your meter is
filled) you'll kill 6 guys. That leaves those two jumping, dodging, sword-
fighting, gun-shooting (???) creeps to take care of and that's easier said
than done. If you actually time it to only kill 5 guys in the room, that's
even a better tactic. This will allow you to beat the snot out of him with
as many hits as possible to jack up your Super Attack meter. If you have
enough health, getting shot isn't a bad idea either as it ramps up your
Super Meter too. Beat the last normal guy to a pulp while taking a few gun
shots in the process, unleash the UML on the remaining two which should
kill off one of them, leaving the other with a sliver. You can wait for him
to attack and dodge, or try to get lucky and get in a few hits to take him
down.

Hint: If you need to see where characters are or which ones are still alive,
use your Spider Sense!

Unlocked: Timed Arena 4

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B. Timed Arena 4 - Close Encounters                                   [TMD4]
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Objective: Defeat 9 Lizards

Time: 0:55 

Location: Subway Hallway

Tactic: You should be able to wrap this one up in no time. Head straight into
the melee, using Y & X combos with Spider Reflexes (LB) to build up that Super
Attack meter - unleash it to remove up to 7 lizards in one blow. Beat up the 
two and you'll even have time to spit out a cool wisecrack like "It's not easy
being green!" or "Spidey:1 - Walking Luggage: 0" or maybe even "See you later,
alligators!" Ahhh...so very cheesy and lame.

Unlocked: Timed Arena 5

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B. Timed Arena 5 - Derailed                                          [TMD5]
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Objective: Defeat 11 thugs [Carlyle Bomb Henchman, Apocalypse]

Time: 1:55 

Location: Subway

Tactic: It's up to the webhead to derail these no-goodniks dastardly plan! You
should rely on your Spider-Sense to locate thugs and to see if the one you're
beating on is already dead, so you can move on. Not a lot of time to fool 
around here. Run over to the pits and blindly web yank anyone you can attach
to. Keep doing it until your Super Attack is charged. Execute the UML by
pressing RB + A to take the health down of the guys in the pit. Move over to 
the left and attack the two guys on the higher platform. Build up Super Attack
and once again, unleash hell in the form of the UML. Web zip your way to the 
two waiting on an identical platform to the right. Repeat the process. Using 
your Spider-Sense hunt out the others in the level and web yank them to you,
rather than wasting time going to them. Unleash one last UML on whomever is
left standing and call it day!

Unlocked: Timed Arena 6

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B. Timed Arena 6 - No Mercy                                           [TMD6]
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Objective: Defeat 6 mercenaries

Time: 2:05 

Location: Parking Garage (from Dewolfe mission)

Tactic: These guys are creampuffs. Four guys will start off running towards
you - 3 on the ground, 1 on the stairs - Beat them with Y and X and use
Spider-Reflexes to slow down time and dodge their annoying bullets. Use
the UML on them when your Super Attack is charged. If it doesn't quite finish
them off, just punch them for a bit. No doubt you'll have noticed by the 
bullets in the back that a couple of weasels are staked out on higher levels.
Jump up towards the guy at the back of the level (to the far left of where
you started), beat him into next Sunday and then run along the platforms to
the higher level where the other scumbag is waiting. Finish him off any way
you see fit. You should be able to finish this level with 50 seconds or more
to spare.

Unlocked: Timed Arena 7

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B. Timed Arena 7 - The Bomb                                           [TMD7]
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Objective: Defeat 8 Armored Suits

Time: 1:20

Location: Giant Lizard Boss Battle (subway)

Tactic: This one is impossible until you know the secret. When I originally
played this level, I didn't know the shortcut. I managed to beat these guys
by pulling them into the air and beating on them and using RB + Y. But now
I know better. Pull one of the guys in the air, beat and repeat. Charge the 
Super Attack, execute the UML (RB + A, in case you forgot!) and you'll kill up
to 7 of the 8 guys. Just beat on the last one and you're done with tons of
time to spare.

Unlocked: Timed Arena 8

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B. Timed Arena 8 - Rocket Man                                         [TMD8]
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Objective: Defeat 11 Dragon Tails 

Time: 4:05

Location: Dragon Tails HQ

Tactic: Hoo boy. This one drove me insane the first time I played it. You've
got 8 snipers lining the upper walls and 3 impossible to hit guys playing cat
and mouse with Spidey on the floor. But don't rush and eliminate all of the 
snipers first. No siree. They're going to come in handy. Rush straight ahead
and jump up to fight the sniper dude standing on the pagoda roof. Use him and
the guy above him as Super Attack juice fodder. Once your meter is filled,
jump to the floor and let the three main foes surround you. Do the RB + A
Ultra Multi Launcher attack and you'll whittle down their health. Feel free
to attack them if you can to get some extra licks in. Jump up to the guy on
the scaffolding to the left (at the back) and use him to and fill your Super
Attack (that is if you managed to get some juice from fighting the three
guys on the floor). If you need more juice, use the guy on the platform close
to you. Jump down, let the 3 dudes come at you and RB + A them. Again, beat on
them with some attacks remembering to use Spider-Reflexes and Spider-Sense so
you can instantly locate them. You will need to beat on the main Dragon Tails
boss-dude a little more than the other two - he's the guy who is teleporting.
That's why using Spider-Senses come in handy, since the green smoke obscures
your view of your foed. Smart, eh? By now, the two lesser floor dudes should
be down for the count, so if you need more Super Attack juice head to the 
upper levels to beat on the snipers. Return to the floor, UML him and he
should finally go down. Then use Spider-Senses to locate the remaining snipers
and you should be able to finish the level with 20-30 seconds (or more) to 
spare.

Unlocked: Timed Arena 9

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B. Timed Arena 9 - Bobbled                                            [TMD9]
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Objective: Defeat 11 Bobble Headed thugs

Time: 0:55

Location: Giant Lizard Boss Battle (subway)

Tactic: Easy. These guys and gals have inflated egos, but they can't compete
in the fists department. In fact, their large heads seem to deflate the 
moment Spidey punches them. Web Yank, punch with Y and Spider-Reflexes, build
up the Super Attack meter. Unleash the good 'ol UML (RB + A) and that will
basically eliminate 9 of them. There are two other dudes on the platforms on
both sides of the room. Jump close to one, web yank and punch him out and then
do the honorable thing and do the same to his buddy on the other side of the
room. You're nothing if not fair, after all.

Unlocked: Timed Arena 10

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B. Timed Arena 10 - Robo Arigato                                     [TMD10]
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Objective: Defeat 10 Robotic Enemies

Time: 1:45

Location: MechaBioCon (Scorpion level)

Tactic: Take on the first big robot - with Y and X combos - as soon as you're
charged up, press RB and A to take out ALL of the smaller flying robots with a
webbing attack. It will kill all 8 of them. Continue attacking the big robot
and press RB & A when your meter is filled. Don't stop hitting him. You should
beat him just around the 1:00 minute mark or so. Then attack the other robot 
in the same manner. Done and Done. And you thought that was going to be hard.

Unlocked: Timed Arena 11

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B. Timed Arena 11 - Sniper Alley II                                  [TMD11]
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Objective: Defeat 7 Dragon Tails

Time: 1:05

Location: Dragon Tail Dojo Hide-Out

Tactic: You have 7 guys to kill in a very short time limit. No prob. Run out, 
jump up and beat the first guy. Grab another guy and beat him dead until your 
meter is charged. Pull the RB + A attack and you'll wipe out a few guys with 
that. Jump around and just web yank the remaining guys to you. Use the Spider
Senses if you need to locate someone and to notice when someone you're beating
on turns grey - which means don't waste another smack on him.

Unlocked: Diddly Squat (that means nothing)

***CONGRATULATIONS! You've done it!***

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4. Credits                                                            [CRED]
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Written by Moxxidude - May 2007

Thanks to GameFaqs.com for hosting it.
Thanks to Treyarch for creating the game.
Thanks to Activision for publishing the game.
Thanks to you for reading this guide. I hope it helped.

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5. USAGE                                                              [USAG]
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