Spider-Man: Friend or Foe
                              Created 10-6-2007
                               Version 2.0

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Table of Contents
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1. Introduction.....................................[INDN]

2. Version History..................................[VSHY]

3. The Basics.......................................[BSCS]

4. Characters.......................................[CHRT]

5. Walkthrough......................................[WLKT]
  
     A. Tokyo.......................................[TKYO] 
         -Industrial Plant..........................[TKYO1]
         -Secret Labs...............................[TKYO2]
         -The Rooftops..............................[TKYO3]
         -Oscorp Japan..............................[TKYO4]

     B. Tangaroa Island.............................[TNGI]
         -Beachside.................................[TNGI1]
         -Sea Caves.................................[TNGI2]
         -The Cliffs................................[TNGI3]
         -Ancient Ruins.............................[TNGI4]

     C. Egypt.......................................[EGPT]
         -Sun-Drenched City.........................[EGPT1]
         -The Oasis.................................[EGPT2]
         -Unearthed Catacombs.......................[EGPT3]
         -Excavation Site...........................[EGPT4]

     D. Transylvania................................[TRVA]
         -Oldworld Village..........................[TRVA1]
         -The Manor House...........................[TRVA2]
         -Graveyard Path............................[TRVA3]
         -Ancient Church............................[TRVA4]
    
     E. Nepal.......................................[NEPL]
         -Lower Village.............................[NEPL1]
         -Dark Caverns..............................[NEPL2]
         -Upper Village.............................[NEPL3]
         -Temple....................................[NEPL4]

6. DNA Helix Locations..............................[DNHX]

7. Keystones........................................[KYST]

8. Achievements.....................................[ACVS]

9. Upgrade Lab......................................[UPLB]
     A. Web Lab.....................................[WBLB]
     B. Character Upgrades..........................[CHUP]

10. Legalites.......................................[LGLS]




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1. Introduction                                                        [INDN]
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Its doubtful many will need this guide. The game itself is pretty simple to 
beat. I just enjoy writing about games I enjoyed playing. Spider-Man: Friend or
Foe is not a complicated game but is fun to play with a friend. It may be meant
for a younger audience but I enjoyed playing the game solo and with others. As
long as you go into it knowing its mindless button smashing it can be an 
enjoyable experience.


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2. Version History                                                     [VSHY]
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Version 0.95 (submitted 10-7-2007)
-Walkthrough complete
-Achievement list complete

Version 1.0 (submitted 10-8-2007)
-The basics completed
-Character list completed
-Upgrade Lab completed

Version 2.0 (submitted 10-12-2007)
-Added a DNA Helix list 
-Added a Keystone location list

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3. The Basics                                                          [BSCS]
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This section will do as the title suggests, describe the basics of the game. 

The controls are simple enough to remember.

Y: changes between Spider-Man and his Sidekick
B: Grab/Web
A: Jump
X: Attack
RB/LB: toggles through web abilities

There are a few power ups that can be purchased or found in the game. These 
power ups are used by hitting the appropriate direction on the directional pad.
The power ups only work if you have one in reserve to be used.

Up: Hero Strike (a team combo move)
Down: Extra Health
Left: Mega damage
Right: Invincibility.


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4. Characters                                                          [CHRT]
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Spider-Man

Silver Sable

Prowler

Black Cat

Dr. Octopus

Green Goblin

Scorpion

Iron Fist

Rhino

Lizard

Sandman

Blade

Venom

New Goblin

Black Suit Spider-Man

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5. Walkthrough                                                         [WLKT]
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After a cool initial cut scene, Nick Fury brings Spidey on board the 
S.H.I.E.L.D. helicarrier for a briefing. He requires Spider-Man's assitance in 
saving the world. When Fury is done talking explore the consoles he mentions.
They include Game Options, Rewards, Upgrade Lab, and Sidekick Select. When the
exploration is complete stand on the arrow in front of the first mission select
console to begin the Tokyo, Japan level.


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A. Tokyo, Japan                                                         [TKYO]
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****************
Industrial Plant                                                        [TKYO1]
****************

Stepping to the end of the platform triggers Nick Fury to provide some advice.
This level like most initial tutorial levels will describe the nuts and bolts of
gameplay. Attack the initial wave of PHANTOMS using kicks, punches, and grapples
as described by Fury. When the PHATOMS are gone a ramp will lower guiding you to
the next area. Take note of the message about tokens because they are important
for upgrading the playable characters. Moving forward Fury and the computer will
discuss the importance of objects in the game. They can be thrown as weapons or
destroyed for power ups, tokens, etc. The next battle involves defeating a swarm
of PHANTOMS just in front of a closed door. Practice some combos and take
advantage of the new grapple tip provided (grapple then use X or A for different
moves). 

Through this door and at the end of the next walk way is another group of 
enemies. Defeat them and move through the door. After Spidey is finished 
complaining about the heat move to the console with the arrow near it. Standing
in front of it will entice your teammate to move to the other console and 
release two platforms. One platform provides access to a DNA helix while the 
other allows further progress in the level. Now Spidey meets up with some larger
enemies than before. Fury recommends using the red containers quickly, if at
all due to their explosive nature. Attack the larger PHANTOMS just as you 
attacked the smaller ones, the difference being there is a couple cool grapple/
web moves that Spider-Man can perform. Once the two big bots are defeated a 
gang of smaller PHANTOMS apppear for destruction. 

Fury describes how to switch characters then a fight ensues. Combo the enemies
and a ramp appears ahead leading to another DNA helix. Just by the helix is an
open platform where four large PHANTOMS will appear. Use the trip mechanism with
Spidey's web to knock them to the ground and attack. Move to the depressable 
floor button and stand on it to release the next ramp. There will be a hole in
the center of a platform with several boxes to the left. On the right side of 
the hole will be two consoles. Standing in front of them will activate a 
platform to rise through the center. Jump on the platform to get the third DNA
helix in the level. Exit through the tunnel ahead and be prepared for what you 
may call a mini-boss battle.

The mini-boss is not that tough. He will stomp the ground and send out a shock
wave as well as release small flying attack bots. Use the boxes in the area to 
throw them at the boss until he dies. If you run out of boxes use the 
grapple/web button to grab the flying bots and toss them back at their creator.
Defeat the numerous enemies to unlock the doors ahead. Be sure to pick up the 
keystone to the left of the ramps leading to the exit of this area. Move pass
the keystone to use it to open a door to a secret area. Defeating the 10 or so
PHANTOMS in this area will unlock an arena for versus mode. Exit and move up
the ramp (picking up the DNA Helix). This next room also has a large number of
PHANTOMS. Defeating them allows access to the next area, a cutscene with  
Black Cat and Level Complete.

Upon completion of the level you return to the Helicarrier and now have Black
Cat as a playable sidekick. Upgrade any powers you like, check out your rewards,
and switch your sidekick. When ready move on to the next level.

**********
Secret Lab                                                             [TKYO2]
**********

The first thing you see when you enter is a DNA Helix just waiting to be picked
up. Unfortunately, grabbing the collectible causes several PHANTOMS to appear.
Focus on taking out some of the large PHANTOMS first then attack the smaller 
ones. The web trip works wonders against the larger foes. The room with the well
lit floor contains the next battle. Be sure to destroy the square metal objects/
consoles in the room to find a DNA Helix. On top of the center cylinder in the
very next room floats the final Helix. The subsequent room contains Dr. Octopus
and a boss battle.

There are two generators on the ground in front of Dr. Octopus. Use the boxes
that slide by on the moving floor to destroy the generators. Web grappling then
throwing works very well. The main problem is preventing the generators from 
shooting the boxes you intend throw. The lasers will also take some of Spidey's
health but it shouldn't be a real issue. For the most part the lasers can be 
avoided with timely jumps. Even if they do connect they don't do a huge amount
of damage. The best method for destroying the generators is jump and bring a box
to your possession with webbing and throw it while in mid air. After connecting
with a couple boxes on the generators Doc Ock will jump to the ground between 
them with a thunderous green shockwave. Jump to avoid taking damage from the 
wave. While Dr. Octopus is fixing his generators move to his position and wail 
on him with the X button. He may use one of his arms to knock you back but just
get up and continue to punch. Eventually, the villain's health is depleted and
he decides to join the fight. 

************
The Rooftops                                                            [TKYO3]
************

Moving from right to left this time go down the stair like area formed by the 
roof to encounter several large PHANTOMS. Take them out then notice the DNA
Helix and Keystone nearby. Jump to the next roof and grab the Keystone at the
bottom of the ramp. Move up the ramp, then jump onto the higher roof to obtain
the helix. Defeating the next band of PHANTOMS opens a door. Move through the 
door to find the OSCORP building in the distance. After two more battles you
see a door closed in the distance and the computer scans an "unknown device".
At this point you need to jump to the roof at the top of the screen. Jump onto
the metal box and to the roof above. To the left will be the door that can only
be opened using the Keystone. Defeat the PHANTOMS and exit to unlock a new 
arena for versus mode. After a couple of jumps the team arrives at the device.
Fury says it is a PHANTOM Transporter. Destroy it and no more PHANTOMS will 
appear. Focus your attack on the generator. Jumping attacks will allow you to
hit the transporter and not be attacked by the PHANTOMS. For the most part your
teammate will be able to take care of the enemies, just concentrate on 
destroying the transporter.

Defeating the two enemies that appear in the next area generates ramp to another
battle and a pressable floor button. The button will create a bridge to the 
rooftop in the distance and allow Spidey to acquire another DNA Helix. JUmp up
the ledges the PHANTOMS appeared on to continue. In the bottom left corner of
the roof after passing the Blue Balloon creature in the background is another
DNA Helix. It is on the roof top where the PHANTOM Rovers are encounter (the
small flying enemies). Next Spidey encounters another mini-boss. This PHANTOM
is destroyed by throwing the rovers at it just like the last one was. Web the 
flying enemies to you and jump over the bosses' shockwave attack. Throw the 
rover at him to inflict damage. Once he is gone move through the now unblocked
door. Stand on the button in the center of the room to open the door and 
complete the level.

************
Oscorp Japan                                                           [TKYO4]
************

For some reason there is a green tint to this level that takes place in an 
Oscorp facility. I wonder why that is? Could it be foreshadowing of something
to come? Anyway, Spidey is immediately greeted by a few PHANTOMS that when 
destroyed lead to an open door with some punching bags with feet. Destroy and
move forward up the staircase. Around a corner and up another staircase is one
of the mini-bosses again that can be destroyed by throwing objects at it. Also
your partner will likely stand in front of it attacking thereby providing some
considerable damage.

When Spidey mentions the Goblin you will have a DNA Helix right in front of you
take it and proceed. On the platform just after getting the helix, you encounter
a few PHANTOMS. Take them out and enter the building. After passing the windows
on the green walkway there will be a open area to the left. In this area you
should see a blue destoyable object and a box. Move toward the blue object and
go around the corner to the left to get a well hidden DNA Helix. Now step on 
the floor button to open the door to the Green Goblin battle.

The battle is fairly simple and will be extremely easy if you used your tokens
to upgrade Spider-Man's health. Goblin will stay in the distance and throw 
projectiles at Spidey. Occasionally, pumpkin bombs will be throw on the rooftop.
These bombs are to be thrown at the Goblin. Be careful though because they will
explode over time. Continue to connect with the pumpkin bombs while avoiding his
projectiles to force Mr. Osborne into cooperation. 

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B. Tangaroa Island                                                     [TNGI]
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*********
Beachside                                                              [TNGI1]
*********

Moving forward, Fury will explain how to switch between Spidey's web based 
attacks. Take out the enemies with a combination of melee and web projectiles.
Many of the rocks on the beach are destroyable (just like the boxes earlier) for
tokens. Move through the small opening in the moutain to obtain a DNA Helix.
Just ahead will be numerous beach dwelling PHANTOMS take them all out to open
the bamboo gates ahead. The subsequent part of the beach will contain a large
green mini-boss that is a little trickier than the ones in Tokyo. This guy has
a shield, a large club, the ground surge attack we seen before, as well as a
repeated surge attack. Before attacking I'd recommend not destroying the two
large rocks near the enemies position. Standing on these rocks will protect 
Spider-Man from the repeated surge attacks. An easy way to defeat him is to use
one of your invincibility power ups, move close, and attack.

Through the next gate will be more sand and more PHANTOMS. Once they are 
destroyed cross the broken bridge making sure to jump up for the DNA Helix and
exit through the gate. Cross the foot bridge. On the other side are two PHANTOMS
that when destroyed will open the gate. Guess whats on the other side. Thats
right more PHANTOMS. This time their destruction will lead to a pillar rising 
from the ground to provide access to higher ground. After the first bridge 
look to the right to see some grassy rocks. Jump on top of the rocks to get
a DNA Helix. Cross over another bridge to encounter a club wielding PHANTOM. 
Again use an invincibility power up to take him out with ease. 

Another bridge needs traversing before becoming surrounded by PHANTOMS from 
above. As they jump down take them out. Spider-Man's leveled up web line attacks
that cause the explosion of a thrown enemy works wonders. Jump up to the ledge 
and move to the right to find this area's Keystone. The door this keystone 
unlocks is on the next ledge as you progress through the level. Destroy the 
PHANTOMS to unlock another arena. Winning the next battle raises another pillar
so Spidey can access a higer area. Destroy the transporter to exit the level.


*********
Sea Caves                                                              [TNGI2]
*********

Take out the two large PHANTOMS to raise a pillar across the bridge. Use the 
raised platform to reach the next battle. Continue up the ledges and step on
the button to call forth a bridge. Use the bridge to arrive at an area dense
in PHANTOMS. Combo your way out of trouble to activate another bridge moving 
button. After crossing the bridge make a jump to the next ledge and pause. To
the back of the screen is another ledge that leads to the right for a DNA Helix.
Return to your progress through the level to encounter probably the largest 
battle to date. It may be the largest but it still isn't anything to worry 
about. The enemies keep coming but Spidey keeps attacking. When they cease to
attack the door opens to the cave.

The first enemy in the cave is the shielded giant PHANTOM. Use the same method
as before. Alternatively, the special attack with your teammate can be used for
an instant kill or you can sit back and attack with web projectiles. In any 
event you will want to proceed forward. The next important encounter is with a
door. Stand on one of the blocks in front of the door to open it and find the
level's other DNA helix. Press forward for another large battle against some
PHANTOMS then find the door leading to Scorpion.

Scorpion is on the high platform while Spidey is on the lower center platform.
While Scorpion is in his current position he will attack with lasers from his
tail. Jump to the left and then to the small platform below Scorpion's position
to reach him. Melee attack him until he jumps away. When near him he will attack
with a spinning tail attack or a constant laser from the tail. Either way just
continue to move to his location and combo him. Landing in the lava is somewhat
detrimental to Spidey's health but not drastically so. At one point late in the
fight the small ledge used to reach Scorpion will change sides. Its not really 
a big deal because either side is equally easy to access. Once he is deafeated 
Scorpion joins the team.

**********
The Cliffs                                                            [TNGI3]
**********

Move up the rocky incline to the first battle. It occurs when you reach the 
grassy area. Take out the PHANTOMS to force a bridge to appear to the left. 
Before continuing, step on one of the buttons at open grassy area. Your partner
will step on the other creating a bridge that leads to the first DNA Helix in
the level. Move across the partially broken bridge to find a battle with several
large PHANTOMS and a few smaller ones. Defeat the enemies and progress to 
another bridge summoning ground button. Fight off five or six more large enemies
so Spider-Man can bring forth another bridge. 

After moving over the bridge, jump the ledges and fight your way down the ramps
to open the door. Take out a couple of drones and follow the path down. At the
bottom of the dark area is a difficult to see tunnel that leads to the next 
area. The door closes and a giant PHANTOM appears. Hopefully, you have found an
invinibility power up that will make this battle simple. If not stay to the rear
and attack with projectiles. Follow the walkway to the bottom for another 
battle. When the room is clear the door will open but don't leave yet. There is
a stone statue to the left of the door that when destroyed reveals a DNA Helix.

In the next area, after walking down the ramp, pass by the large cylindrical
object and jump to the platform. The next platform has two floor buttons that
raises some land from the water below. Use this newly discovered piece of rock
to reach the Keystone for this area. Return to the ledge with the two buttons
and cross the bridge to find the door the keystone opens protected by several
PHANTOMS. Fight them off and enter the locked door. Defeating the enemies 
inside unlocks another new versus arena. Exit the keystone room and jump on the
stone head to the rear of the area to access a higher ledge. Move by the closed
door with the depressed button and jump the small gap in the path to get a DNA
Helix. Return to the door to fight some PHANTOMS then press the floor button.

In the next portion of the area jump to the left to find the final DNA Helix in
the Cliffs level. Defeat all the enemies to open the door ahead. Destroy the 
PHANTOM transporter then step on the button to create a bridge. The bridge
leads to a cut scene involving Iron Fist who now is a playable character.


*************
Ancient Ruins                                                          [TNGI4]
*************

Move to the left and cross the bridge. Now defeat two groups of PHANTOM 
attackers before dropping to the ledge below and activating the ground button 
that creates a bridge. Across the two bridges sits a small platform with some
enemies blocking a door way. Defeat the enemies to open the door and arrive at
at a grassy field with more PHANTOM warriors. Beside the bridge leading to the 
grassy field is a path leading to a DNA Helix. There will be two buttons on the
lower ledge that will create a path to the helix. Return to the bridge and move
forward to activate the ground button that will allow progression in the level.

The bridge that is formed leads to more PHANTOMS guarding another bridge. Before
crossing the next bridge look around the side of the cliff to find a button that
will raise a pillar so Spidey can access the higher ledge and obtain a DNA 
Helix. Fight off two more groups of PHANTOMS to arrive at a door that leads to
a fight with Rhino.

Rhino may be the most difficult boss so far. The battle field is small. You can
and likely will fall of the edge at the bottom of the screen. If this occurs 
your teammate will jump in to finish the fight. To further complicate matters 
the entire area is surrounded by an electric force field. Initially, Rhino will
pound the ground causing rocks to fall from above. Use these rocks to toss at
him for some damage. Rhino's attacks consist of the rocks falling from the sky,
a melee punch (when nearby), a charge/bullrush, and a ground pound shockwave
attack. There are two primary ways to deal damage to Rhino. First is the rocks.
Secondly, is hand to hand combat. It is best to use the rocks while constantly
on the move. Usually, when the rocks are gone he will pound the ground to 
create more. Occassionally though, you will have to attack a couple of times or
induce him to charge into the electric pillars to activate more rocks. The 
pattern is ground pound, hit Rhino with a rock, avoid his charge, and he will
run into the electric pillars. Basically, if you can avoid falling of the edge,
while staying on the move and throwing rocks Rhino will soon be another super 
villain sidekick.

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C. Egypt                                                                [EGPT]
--------------------------------------------------------------------------------

***************** 
Sun-Drenched City                                                       [EGPT1]
*****************

Move down two flights of stairs and step on the lightly colored well blended 
floor button to create a bridge. On the other side of the bridge there is a 
PHANTOM battle and you get the newest web based ability, Web Stun. Once the 
PHANTOMS are gone move to the center circular structure and look to the left.
There is a bridge creating floor button to stand on. Across the bridge is a
large PHANTOM. That will throw explosives. Defeat him using the web line 
tripping attack. Before exiting the battle field destroy the box in the corner
to obtain a DNA Helix. The next area has a Keystone door but we don't have the
keystone yet so continue down the stairs.

When you arrive at the bottom Spidey and fried are greeted by several large 
PHANTOMS and a few recon drones. Use the recon drones as weapons against the
larger enemies. To avoid the explosives being used against you stay in the air
with well timed jump-throws or jump-web line attacks. Proceed to the next open
area where you will face a giant PHANTOM with a staff. He like the others is 
easily defeated using an invinibility power up. Move through the newly opened 
door and down the stairs. There is another fight with the "normal" sized 
PHANTOMS that should not be a problem. Press the floor button at the end of
the long narrow passage to continue. The bridge that is created will walk Spidey
right through a DNA Helix. 

Upon moving down a couple sets of stairs there is a large open area where a 
good sized battle occurs. Focus on the larger PHANTOMS using the trip web
attack. Then move onto the normal sized PHANTOMS. Again if you have the virus
creation when thrown web line ability this battle will be a breeze. The door 
that opens leads to a series of buildings that seem to be a good hiding place 
for a collectible. As far as I can tell there is not one there though. There is
some PHANTOMS to destroy. Once they are out of the picture a floor button
appears leading the team out of town. Proceed across the bridge to find a 
PHANTOM transporter in the middle of no where. Well I guess it should be 
destroyed. Exit through the door. There is a final battle (for this level at
least) against some large PHANTOMS. Just stand in between two of them and 
alternate the web line trip attack for an easy victory. Once they are gone 
don't leave just yet. Instead move to the rear left of the area and stand on
one of the floor buttons. A platform will unhinge allowing access to the 
nearby roof. On  the roof is a DNA Helix and a secret passage to the Keystone.
Backtrack to the keystone door we saw previously and unlock a new arena for 
versus mode if you want.

*********
The Oasis                                                             [EGPT2]
*********

Defeat the initial surge of enemies and step on the ground button to release the
bridge. In the distance a door closes that just "can't stay closed." Opening the
door requires defeating several large PHANTOMS. Step on one of the buttons near
the bridge to open a door to the first DNA Helix of this level. Crossing the 
foot bridge leads to another skirmish with some normal sized PHANTOMS as well as
a grey stone ground button that, you guessed it activates a bridge.

Jump to the next plateau and cross the foot bridge. On the other side is some
buttons that when stepped on open a door to the Keystone for this level. Next 
a few PHANTOMS will teleport in from the distant cliff. Take them out and move
to the ground button beside the right hand column. It activates a bridge to the
next area. Here Spider-Man encounters numerous large PHANTOMS. They all throw
explosives so stay on the move. Standing in one spot too long can be 
disasterous. Utilize Spidey's web line trip attack to take out the enemies while
mixing in a few punches. The defeat of all the PHANTOMS raises a platform near
where Spidey entered. Use this platform to gain access to higher ground and a
fight against several normal sized enemies. Once they are defeated your path to
the next ground button is shown.

In this area a bridge will move away and PHANTOMS appear. Defeat the enemies
and activate the button to reform the bridge. Once across move to the right.
Don't head toward the green explosive container. There is a secret door with
some vases that can be destroyed for extra tokens. Now continue forward and
enter the keystone door if you so desire. Once the new arena is unlocked proceed
to the next button to open the door. The other side of the door houses several
recon PHANTOMS and a giant PHANTOM that is easily destroyed using an 
invincibility and attack power up. Move across the newly reformed bridge and 
go through the opening in the mountain. Just by the opening is a battle against
a small number of PHANTOMS. Reform the bridge and continue.

Step on the two stones in front of the door to receive the final DNA Helix in
the level. Just ahead is the final battle of the area. Nothing to worry about,
just a few recon and normal PHANTOMS. Once they are defeated you come to an
entrance of a Sphinx. Spidey also notices Lizard investigating some markings
on the wall. A PHANTOM attacks and is easily taken out by the giant reptile. 
He is on the team.

*******************
Unearthed Catacombs                                                  [EGPT3]
*******************

Spidey immediately encounters a group of large PHANTOMS. This time though they
don't throw explosives, instead they have a constant stream of damaging breath.
Defeat them to open a door to progress in the level. The other door in the room
is opened by standing on the floor buttons. Inside is a DNA Helix. Fight of the
normal sized PHANTOMS then jump the gap in the room's center. At the end of the
hall is a giant PHANTOM guarding a door. Use invincibility to take him out and
exit through the newly opened door.

After two moe small skirmishes, Spider-Man enters a room with a ramp that 
leads to a fight against several large PHANTOMS. Again stay on the move and
attack with the web line. The gate that opened leads to a ramp and another
fight. Before moving forward go back up the ramp and notice that there appears
to be a door to another room. In order to open the path punch or web shoot each
of the two blocks with an eye. The room contains the Keystone for the level. 
Jump below and enter the next room to find a small battle and the keystone door
at the bottom of the ramp. Clear the room to acquire a new versus arena then
continue progress through the level.

At the bottom of the next ramp is another one of the doors with the two eye
carvings that can be hit to allow passage. The room contains a DNA Helix. Move
deeper into the catacombs to find a small foot bridge. On the other side is a
battle against some large PHANTOMS. Once they are disposed of the hall in the
next area will be blocked by a giant PHANTOM. Turn on an invincibility power up
to make quick work of the enemy and follow the ramp to a final DNA Helix. Clear
the next room of all four large enemies to complete the level.


***************
Excavation Site                                                       [EGPT4]
***************

Drop below and several PHANTOMS will teleport in for a battle. Defeat them to
raise a platform to connect the bridge ahead. At the other end of the raised
platform is a door with two buttons in the wall that can be attacked to allow
entry. The first DNA Helix is inside. Just ahead two giant PHANTOMS will appear.
They each have a staff for melee attacks, will create a shockwave with their 
stomp, and attack with a steady stream of breath. The easy way to take them out
is to use invincibility and attack power ups to take out one of the two enemies.
Now use the explosive containers on the second with a combination of web shot 
attacks. Its even easier if you have a team attack power up to use.

There is no time to rest because the next area has a battle against a seemingly
endless supply of normal sized PHANTOMS. Take them out to unlock the door below.
Before entering though stand on the buttons at the back of the screen to get
the second DNA Helix. Use the button just ahead to release a door to access a
wooden scaffold where several enemies will be ready to attack. Take them out
to raise a couple of platforms. Before traversing the platforms investigate
the two floor buttons at the rear of the screen for some tokens. Now use the
platforms to encounter a group of large PHANTOMS that when defeated release
more platforms below. These platforms lead to Sandman.

Sandman has some interesting attacks. At first he will stand at the back center
and summon waves of sand by moving his arms up. Jump the waves and move closer
to his position. As you approach he will then hunch down close to the ground
and bring forth large sand fists that will push you away from him. If you make
it to his postion unleash a melee combo. This will cause him to move to the 
front of the area. While there he will call forth sand spikes from below. Just
jump to where he is and combo some more. Those are his attacks: a sand wave,
sand fists, and sand spikes. There is no throwing invovled all it takes for 
victory is avoiding Sandman's attacks and hitting some combos. Sandman joins
the team.

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D. Transylvania                                                        [TRVA]
--------------------------------------------------------------------------------

****************
Oldworld village                                                       [TRVA1]
****************

Move toward the quaint village and destroy the two PHANTOMS that appear. Create
the bridge by stepping on the button at its base. Defeat the PHANTOMS blocking
the town's entrance and proceed forward. Another fight and another open door.
This door leads to a battle against several large PHANTOMS. When they are taken
out move by the well and run towards the screen. On a small ledge below you will
find the Keystone for the level. Enter the next area but don't take the bridge
at first. Instead move to the back of the area and find a separate floor button
that releases a platform providing access to the keystone door. Exit when the
enemies are defeated and the arena is unlocked. Now cross the bridge. 

On the other side of the bridge a few normal sized PHANTOMS will be waiting.
Once they are defeated their big brothers appear and want their heads bashed in
too. Move up to the door that was shown and get the DNA Helix behind the crate
to the left. Through the door is an open area with numerous PHANTOMS that are
ready for destruction. There is a DNA Helix before you exit as well.  Use the
bridge to gain access to some stair like rock formations. As you are climbing
the stair rocks look to the right of the screen to find a door that will be
opened by standing on the floor buttons. Inside is a DNA Helix. Defeat the 
enemies at the top to enter the next door.

Cross a bridge that does not have to be created and climb a flight of stairs to
encounter some large PHANTOMS ready for a fight. At the top of the next set of
stairs is a giant gate guarding PHANTOM. Turn on some invicibility for a supreme
butt kicking. Spider-Man mentions his Spidey Sense is tingling and I can see
why. There are several PHANTOMS behind the door. There are several throwable 
objects on the path to the fight. Use them to your advantage as well as the 
cart with the explosives in the far corner. Continue to move and attack and the
battle will end in victory. Afterwards, Spidey is excited about investigating
the creepy house. 


***************
The Manor House                                                      [TRVA2]
***************

Defeat the large PHANTOMS to open the gate ahead. There is a transporter that
needs destroyed before entering the house. Fight off the PHANTOMS inside the 
house then use the two floor blocks to open a door to the first DNA Helix. The
subsequent hall has a door to the right that can be opened to obtain the 
Keystone. On down the hall is a battle against a few large PHANTOMS. The dining
room is the site of the next fight. After the room is cleared proceed up the 
stairs. Approximately half way up look to the right to find a hidden hall 
leading to the keystone room.

Return to the stairs and continue up. The next battle room has you surrounded.
Winning gives Spidey the right to collect another DNA Helix. The next set of 
stairs leads to a room with a couple large PHANTOMS and a giant one. In the 
room with the helix you may have found a team combo power up that would come in
handy here. Exit through the door to the outside. Cross the balcony and fight
of the enemies to open a door above for reentry into the house. At the end of 
the hall a cut scene has the Daywalker Blade joining the team.


**************
Graveyard Path                                                         [TRVA3]
**************

Move down the creepy path to enter the first battle. Defeating the PHANTOMS 
unlocks the gate. Descend the rocky steps to fight a series of large enemies.
Their defeat creates a button on the broken bridge. Crossing the bridge leads
to a transporter to destroy. Upon its destruction use the gate in the back.
Take the walk way ahead defeating the few enemies encountered. When you cross
the bridge look to the left and enter the room in the back for a Keystone. 
Return, defeat the PHANTOMS that appear and jump up to the small ledge in the
back to the left of the gate. There is a DNA Helix at the top. Exit through the
newly opened gate.

Take out all the normal sized enemies in the area with the pool of water. 
Through this next gate sits the keystone door. Defeat the enemies inside to 
unlock another arena. Exit the keystone room, destroy the stone block next to 
the door for a DNA helix. Now move to the right of the screen and cross the 
bridge and battle the large PHANTOMS for the right to move through the gate at
the top of the summit. The other side of the gate has another battle that when
won unlocks the ability to step on a block and open the next door. Proceed to 
the next ground button and open the gate. There will be a bridge to the 
immediate right. Activate it by standing on the button. At the other end there 
are two large stone monuments the one on the right has a DNA Helix. Now move 
back across the bridge to the fountain ahead. Spidey was right there is a creepy
church. Take out the giant PHANTOMS with a team powerup or by using the 
invinibility power up.


**************
Ancient Church                                                        [TRVA4]
**************

The first two rooms in the church has Spidey battling large PHANTOMS. After 
winning in the second room, take the stairs up and look to the left. The door
can be opened using the buttons on the floor to acquire the first DNA Helix of
the level. The next set of steps leads up to another fight and a side door that
is unlocked with floor buttons. This side door only has tokens inside. Get them
if you like but proceed deeper into the church either way. The next room has a
couple of large PHANTOMS that when defeated leads to a spiral staircase. The 
following hall has a two floor buttons that when depressed lead to a DNA Helix
on the balcony.

The next area has a battle that will open a door at the end of a second spiral
staircase. Step outside to encounter, as if you didn't already know, Venom.
Venom will encase the giant bell with symbiote webbing. Attack the bell to 
break it free from the webbing then hit it again to make it ring. Venom will run
inside saying he will not be defeated by Spider-Man. Chase him into the next 
room and break both of the bells free. Occassionally, Venom may pull you near 
with a tendril attack or may spit a green mist. Just focus on the bells and once
both are ringing he will run again. This final room has three bells that when 
rung simultaneously will finish off the symbiote. Spider-Man reluctantly has 
Venom join the team.


--------------------------------------------------------------------------------
E. Nepal                                                                [NEPL]
--------------------------------------------------------------------------------

*************
Lower Village                                                           [NEPL1]
*************

Cross the small bridge to fight the first battle of Nepal. When victory is 
obtained step on the blue button to proceed. Just ahead the village gate is 
guarded by a crew of PHANTOMS. Defeat them and enter the community. The 
welcoming committee consists of angry PHANTOMS. Once they are appropriately 
introduced to you and your teammate move across the bridge and acquire the 
Keystone. Go back across the bridge and enter the keystone room to get another
arena.

Cross the bridge one more time and move down the stairs ahead after moving to
the left side to obtain a DNA Helix at the cliff's edge. The next area
sees two gates close as Spidey comes under attack. Defeat the enemies to open
the gates. Continue to fight forward to find a transporter that has to be 
destroyed. The gate that opens leads the team to a cliffside area where a 
small door is guarded by two large PHANTOMS. Defeat them and the door is open.
Instead of entering though jump up a level to find a secret room with a DNA
helix. Upon completing another minor skirmish you will find a giant PHANTOM
guarding a gate. Defeat him as before (invinibility power up) and continue.

The next area has a small door close suddenly. You should have seen a DNA 
Helix behind the door. It is protected by 6 or 7 large PHANTOMS. Ahead is the 
end of the level. That is once you defeat the numerous normal sized PHANTOMS
that are potecting the way through the mountain.


************
Dark Caverns                                                           [NEPL2]
************

Fight your way across the broken path and up some ledges. Defeating the enemies
opens the door. Before entering look to the left to nab a Keystone. Fight your
way down the path and after you face the giant PHANTOM look to the right in a
following room. There will be a gold statue that serves as the keystone room. 
There is also a DNA Helix near the exit of this area. The last DNA Helix is 
located at the beginning of the last room just beside the door. At the end of
the level we find that Mysterio is behind this mess and Spider-Man decides to 
stop at nothing to put an end to the villain's master plan.

*************
Upper Village                                                          [NEPL3]
*************

Go toward the house ahead and investigate the door for a team combo power up.
Continue across the bridge for the first battle then activate the bridge by
standing on the ground button at the edge of the cliff. Across the bridge Spidey
will engage in another battle. Once the fight is over the camera pans up to the
opened gate revealing the Keystone as well. Use the ledge to the left of last 
building to gain access to the roof. Once on the roof web swing over to the 
keystone and then into the cavern. Defeat the three large PHANTOMS so that you
can proceed up the stairs. At the top is the keystone room. Unlock the new 
arena then continue forward.

The next encounter is with a transporter. Destroy it then investigate the edge
of the cliff for a DNA Helix. Just around the bend is a very visible DNA Helix.
Move up the wooden ramp. This battle initially consists of normal sized PHANTOMS
but as you destroy enemies the size increases to large and finally a single 
giant PHANTOM. Continue fighting until you hear Spidey discuss Mysterio's hiding
place being the temple. The camera will pan up and show you the last DNA Helix
in the level. At the end you will face another progression of enemies based on
size (normal to large to giant).

******
Temple                                                                 [NEPL4]
******

This level starts out with a fight against two giant PHANTOMS. Once they are 
disposed of enter the temple. Defeat enemies until you reach a large room with
a square pattern design on the floor. (In the hall just before this room there 
is a side room that contains the first DNA Helix). Use the blue floor button to
reveal a set of stairs. At the top of the stairs is a room with a diamond design
on the floor. To the right is a small room with a DNA Helix. Use the blue floor
button to continue the mission. Up these stairs and to the left is another small
room with a DNA Helix. The final battle is against Mysterio.

Mysterio will be hovering high in the distance on the balcony. Lasers will shoot
from the statues at Spidey's level. Move to the left side of the room and jump
as the laser moves by. You should be able to avoid most of the attacks. The 
lasers will stop and Mysterio will throw boxes at you. Some of the boxes will 
land harmlessly. Pick these boxes up and hurl them at Mysterio. Hit him 3 times
and he comes to the ground. Here he will perform an attack. Either a laser beam
attack, a shockwave, or a pink portal attack that knocks Spider-Man into the
air. When three attacks are performed he will stand still momentarilly. While 
he is still move to him and combo. The pattern pretty much stays the same 
throughout. The changes occur with more variety in Mysterio's attack pattern 
while on the ground and extra projectiles from the statue. All in all though he
shouldn't give you too much trouble.

Congratulations the world is safe yet again thanks to Your Friendly 
Neighborhood Spider-Man.


================================================================================
6. DNA Helix Locations                                                  [DNHX]
================================================================================

++++++++++++++++
Industrial Plant
++++++++++++++++

1. Spider-Man will complain about the heat near a console. Activation of the
   console activates a platform that allows you to obtain the helix

2. In the area after finding the first helix, after defeating the enemies a 
   bridge will extend. The helix is on the bridge and really can't be missed

3. There will be two consoles that when stood in front of will raise a platform
   through the missing square in the floor. Jump on the platform for the helix

4. Defeat the Giant PHANTOM and a few enemies then Spidey will say Doc's Lab
   has to be around here somewhere. At the point he says this two doors will
   open revealing the helix ahead. Its floating in mid air between the two doors

++++++++++
Secret Lab
++++++++++

1. In the center of the first room.

2. Destroy the metal crate to the left of the door in the next room with a fight
   after obtaining helix 1.

3. High in the center of the next room after acquiring helix 2, its the room 
   immediately before fighting Doc Ock.

++++++++
Rooftops
++++++++

1. After the first battle jump to the adjacent roof top and move up the ramp at
   the bottom of the screen. Now jump to the top of the high rise portion of
   the current rooftop.

2. A ledge before reaching the PHANTOM transmitter.

3. Destroy the transmitter and move to the next area. The helix is on the 
   distant roof accessible by stepping on the button to activate the bridge
   after the battling some PHANTOMS

4. Watch the background for a large balloon of a blue creature and a yellow
   guy in a top hat. There is a satellite dish on the roof when the balloon
   with the hat is in the center of the screen. Now move toward the screen 
   to reveal the final helix.

++++++++++++
Oscorp Japan
++++++++++++

1. After defeating the Giant PHANTOM you will find a circular platform with
   lights and Spidey will say Goblin has to be here somewhere. The Helix is in
   the center of the platform

2. Defeat the enemies after the above helix and move into the next room. There
   is a walkway that has large windows on the side. As Spidey proceeds the 
   window stop and there is a room to the left. Move toward the boxes there and
   the helix is hidden around the corner. It is the area that is immediately 
   before the boss fight.

+++++++++
Beachside
+++++++++

1. Defeat the first group of enemies and move through the opening in the rock
   wall ahead. In the distance to the left you should see a helix in the open.

2. Above a broken foot bridge after defeating the Giant PHANTOM with the 
   shield.

3. Eradicate the enemies that cause a stone platform to raise and cross the 
   bridge. To the right is a grassy set of rocks. Jump on the rocks to get the
   helix.

+++++++++
Sea Caves
+++++++++

1. Cross the two initial bridges that require a button to be stood on and
   climb the step like rocks to get this helix. The camera allows you to see
   this one in the beginning as it pans to the door that is your goal.

2. Once the cave is entered you will fight a Giant PHANTOM. After the fight
   the next area has a door with two floor buttons in front of it. Use the 
   buttons to open the door for the helix

++++++++++
The Cliffs
++++++++++

1. At the site of the first group of enemies there will be two ground buttons
   in the background. Defeat the enemies then step on the buttons to raise a
   bridge to the helix

2. Fight your way to the door that was shown at the beginning of the level.
   Enter it and defeat the enemies in front of the next stone door. The helix
   is to the left of the door on the dock above the water.

3. Move up to the ledge after the Keystone door. Now instead of heading towards
   the next set of enemies stay on the edge of the ledge and go left to find 
   the passage to the helix.

4. When you can see the PHANTOM Transmitter in the distance move to the left
   to find the fourth and final Helix in the Cliffs.

+++++++++++++
Ancient Ruins
+++++++++++++

1. Move down the first flight of stairs to a grassy area. Turn and go to by the
   stairs and drop below. There will be two depressable buttons that leads to a
   helix.

2. In the portion of the area after getting helix 1, Spidey will face a few 
   enemies that when defeated shows the raising of one bridge and the lowering
   of a distant one. Cross the raised one and look to the left. There will be
   a button on the ground that raises a platform. Use the platform to reach
   the higher area and get a helix


+++++++++++++++++
Sun-Drenched City
+++++++++++++++++

1. Take out the enemies in the first battle and use the button to raise a
   bridge. Next to the closed gate is box that hides a helix.

2. There will be a battle on a long strech of walk way. After the battle ends
   Spider-Man will cause a bridge to raise with a button. The helix is on the 
   bridge and can not really be missed.

3. At the end of the level (after destroying a transmitter) there is a fight 
   against some large PHANTOMS. After the fight move to the back left corner
   of the area. Push the floor buttons to release a wooden plank and get a helix

+++++++++
The Oasis
+++++++++

1. Open the first gate and move through it. Look to the left and use the buttons
   to open the door. The helix is inside.

2. Once you have passed the Keystone door there will be an easy to see room with
   two buttons in front of it. The last helix is inside the room.

+++++++++++++++++++
Unearthed Catacombs
+++++++++++++++++++

1. Step on the two stones in the first room after defeating the enemies to 
   reveal a secret room with a helix.

2. After passing through the room with the Keystone door, there will be two 
   blocks in the wall with an eye design located on either side of a door. 
   Punch or web shoot these blocks to obtain a helix

3. Towards the end of the level you will see a helix at the end of a hall.
   As you approach the doorway will close and a giant PHANTOM will block your
   path. Defeat him to proceed to the room with the helix.

+++++++++++++++
Excavation Site
+++++++++++++++

1. Take out the first few enemies to raise a platform. Cross the platform then
   strike the two blocks with eye designs. The helix is at the top of the ramp.

2. Upon defeating the two giant PHANTOMS and clearing the next group of enemies,
   use the floor buttons to open the door to the final helix in the Excavation
   site.

++++++++++++++++
Oldworld Village
++++++++++++++++

1. Behind a crate next to a large door after passing the Keystone door room.

2. In a small crack in the ground after exiting the area with the Keystone 
   door.

3. Climb/jump to the top of the stair like rock formations and move to the 
   right to find a door that can be opened by standing on two buttons.

+++++++++++++++
The Manor House
+++++++++++++++

1. The first side room inside the house. Its opened by two floor buttons.

2. Near the end of the level you will see the helix in a room that gets 
   closed off while PHANTOMS teleport out and into the room you occupy. Defeat
   the PHANTOMS to activate the floor buttons and get the helix

++++++++++++++
Graveyard Path
++++++++++++++

1. Once the PHANTOM Transmitter is destroyed, the team will encounter a gate
   guarded by several large PHANTOMS. There is a ledge to the left of the gate
   that leads to a higher level and a helix behind a fallen rock column.

2. A helix is position behind the large stone block to the left of the Keystone
   door. Lift or destroy the block to get the helix.

3. When you see a fountain in the distance Spidey is nearing the end of the 
   level. On the path to the fountain there is a set of stairs on the right.
   Move up the stairs and cross the bridge. The helix is behind/under the
   large stone block on the right. Destroy or lift the block for the helix.

++++++++++++++
Ancient Church
++++++++++++++

1. In the long room with the red carpet on the stairs there will be a door 
   to the left of the large cicular window. Once the enemies are gone two
   buttons emerge from the ground. Standing on the buttons opens the door to
   a helix.

2. The hall after the first spiral staircase  contains two floor buttons. 
   Stand on these buttons to access the balcony and a helix.

+++++++++++++
Lower Village
+++++++++++++

1. Pass over the bridge after the Keystone door and move by the home on the
   other side. Instead of staying on the dirt path move toward the bottom of
   screen to find a grassy ledge with a helix.

2. In the section after the PHANTOM Transmitter Spidey will have to fight 
   two large PHANTOMS. When Spider-Man wins a small wooden door opens. Instead
   of entering that door use the ledges nearby to climb up and find another 
   wooden door with two buttons on the ground. Step on the buttons to open the
   door and find a helix.

3. Defeat the Giant PHANTOM in this level to open a gate. On the other side of
   the gate you will see a small wooden door close. Inside the door was the 
   helix. Destroy the large PHANTOMS to open the door.

++++++++++++
Dark Caverns
++++++++++++

1. To the left of the exit in the room with the Keystone door.

2. As you exit a door near the end you will see the helix on the other side. Its
   in the room where the cut scene at the end of the level takes place.


+++++++++++++
Upper Village
+++++++++++++

1. At the cliff's edge near the PHANTOM Transmitter.

2. In the section after the PHANTOM Transmitter you should see the helix at 
   the end of the curved road across a small bridge.

3. Near the end of the level Spidey will say "That looks like the Temple up 
   there. I bet thats where Mysterio is hiding, lets keep going". The camera
   will pan up and you can see the helix to the left in front of a home.

++++++
Temple
++++++

1. After the first battle inside the temple, move through one of the doors and
   into the hall. When you reach the diamond pattern on the floor move to the
   right to find a secret room and a helix.

2. The large room with the diamond design on the floor also has a side room on
   the right that houses a helix.

3. The last helix is in a secret room on the left side of the room where there
   is a diamond pattern on the floor in between two sets of stairs. It is the
   final area before entering the boss battle.


================================================================================
7. Keystones                                                            [KYST]
================================================================================


****************
Industrial Plant
****************

-After defeating the Giant PHANTOM, Spidey mentions that Doc's lab should be 
 nearby. When he says this two doors open and a helix can be seen floating in
 mid air between the doors. The keystone is at the bottom of the ramps that 
 leads Spider-Man through the doors.

********
Rooftops
********

-At the foot of a ramp on the roof after the first battle of the area.

*********
Beachside
*********

-As you progress through the level you will encounter a section where several
 PHANTOMS will be shown to be above your position on some rocky terrain. Defeat
 the enemies and instead of jumping to the top of the rocks move to the right
 and fing some beach hidden by the cliff side.

**********
The Cliffs
**********

-Inside the caves there in the area after obtaining helix 2 there will be two
 buttons on a raised plateau. Stepping on the buttons raises a rock formation. 
 Use the rocks to find the Keystone

*****************
Sun-Drenched City
*****************

-Move through the door way on the rooftop where helix 3 is found at the end of 
 the level.

*********
The Oasis
*********

-Half way across a bridge the screen will go dark momentarily signifying the
 beginning of the next section of the level. Just ahead is a room with a locked
 door that will open when standing on the two buttons in front of it.

*******************
Unearthed Catacombs
*******************

-In the hall after the room with only flying roving PHANTOMS to destroy, there
 is a door that can be opened by hitting two blocks with eye designs. The 
 blocks are on either side of the door.

****************
Oldworld Village
****************

- The Keystone is in the section where several large PHANTOMS are fought. Move
  by the center well toward the screen. Its over the edge on a small ledge.

***************
The Manor House
***************

-The hall after the initial room upon entering the house contains a two floor
 button door. The Keystone is behind the bed

**************
Graveyard Path
**************

-After destroying the PHANTOM Transmitter, Spidey will cross a small wooden 
 bridge. On the other side of the bridge there is a gap in the rock wall to the
 left the Keystone is inside among some large stones.

*************
Lower Village
*************

-The Keystone is across the second bridge of the level. Its on the other side
 of the bridge next to the Keystone door.

************
Dark Caverns
************

-Spider-Man will defeat several enemies on a platform and cause a door to open.
 Numerous bats will exit the door. A Keystone will be position to the left of 
 the steps leading to the door.

*************
Upper Village
*************

-The Keystone is on a roof top near the waterfall cave that Spidey enters to 
 further advance the level.

================================================================================
8. Achievements                                                        [ACVS]
================================================================================

1. Tokyo Complete (125)
   -Find all collectibles, find all secrets, and defeat all bosses 

2. Tangaroa Island Comlete (125)
   -Find all collectibles, find all secrets, and defeat all bosses

3. Egypt Complete (125)
   -Find all collectibles, find all secrets, and defeat all bosses 

4. Transylvania Complete (125)
   -Find all collectibles, find all secrets, and defeat all bosses 

5. Nepal Complete (125)
   -Find all collectibles, find all secrets, and defeat all bosses 

6. Lightning Strikes (25)
   -Obtain a hit chain higher than 15

7. Combo Meter Master (25)
   -Fill the combo meter all the way to level 4

8. Our Powers Combined (25)
   -Initiate a Hero Strike Power-Up

9. Web Slinger (75)
   -Fully upgrade Web Line with all available Modifications

10. Arachnid Artillery (75)
    -Fully upgrade Web Shoot with all available Abilities and Mods

11. All Tied Up (75)
    -Fully upgrade Web Stun with all available Abilities and Mods

12. Fury's Fourteen (75)
    -All characters are fully upgraded with all Attacks and Attributes

================================================================================
9. Upgrade Lab                                                         [UPLB]
================================================================================


--------------------------------------------------------------------------------
A. Web Lab                                                             [WBLB]
--------------------------------------------------------------------------------

This section will list Spider-Man's web abilities and the upgrades (if any)
available for each.


********
Web Line
********

Grab- small PHANTOMS are nabbed from afar
     -Explosive Grab- Grabbed small PHANTOMS will explode on impact when thrown
     -Super Explosive- Grabbed small PHANTOMS will explode with great force

Web Line Throw- Medium PHANTHOMS are tethered and thrown at a high velocity
     -Nanovirus Throw- thrown medium PHANTOMS will explode with a nanovirus
                       that does damage over time
     -Super Nanovirus- thrown medium PHANTOMS will cause a massive nanovirus
                       cloud that infects for a longer time

Web Line Slam- Medium PHANTOMS are tethered and slammed hard into the ground
     -Slam Blast- Slammed medium PHANTOMS will damage surrounding enemies
     -Shockwave- Slammed medium PHANTOMS are devastated on impact rocketing 
                 volatile energy in all directions

Web Line Trip- Large PHANTOMS get their feet yanked out from under them 
     -Quake Impact- Tripped Large PHANTOMS will damage surrounding enemies
     -Trip Impact- Trippped large PHANTOMS will take more damage when the fall


*********
Web Shoot
*********

Web Bomb- Filling a web ball with liquid-nitro creates an explosive package
     -Size Multiplier- The web Bomb blast will be larger and cause more damage

Single Shot- Spider-Man fires a web projectile from each wrist
     -Double Webbing- The single shot will fire two web projectiles for every
                      button press

Web Burst- A high compression spinneret chamber creates a conical burst of
            multiple web pellets
     -Size Multiplier- This modification increases the size of the burst

Dual Shot- Spider-Man follows up the one-two combo with a dual wrist dose of web
     -Ricochet Shot- Dual Shot will fire rubbery projectiles that hit multiple
                     targets


********
Web Stun
********

Web Stun Wrap- small PHANTOMS are subdued by a cocoon of sticky webbing
     -Explosive Wrap- Wrapped small PHANTOMS will overcharge and detonate
     -Super Explosive- Wrapped small PHANTOMS detonate in a massive explosion

Web Stun Constrict- Medium PHANTOMS are held in place by thick strands of web
     -Constrict Drain- Constricted medium PHANTOMS produce red orbs as their 
                       energy is drained away
     -Super Drain- Constricted medium PHANTOMS produce more red orbs

Web Stun Blind- Large PHANTOMS are blinded by a torrent of webbing in the face
     -Shock Blind- Blinded large PHANTOMS will take damage from a disruptive 
                   burst of electricity
     -Super Shock- Blinded large PHANTOMS will damage surrounding enemies in a 
                   storm of electricity

Mass Stun- Fountains of sticky webbing from above will wrap, constrict, and 
           blind all enemies below Spider-Man


-------------------------------------------------------------------------------
B. Character Upgrades                                                  [CHUP]
-------------------------------------------------------------------------------

Each character can be upgraded in three categories. Each category has three 
upgrade slots. Additionally, all characters other than Spider-Man have a 
special move that can be purchased for 500 tokens. The attributes that can be
upgraded for everyone are:

Health- This upgrade grows your health meter allowing you to take more damage
Strength- This upgrade will increase the amount of damage you deal to enemies
Toughness- This upgrade will decrease the amount of damage received

The special move for the sidekicks are 

-Silver Sable
     -Beam Blaster- Silver Sable overcharges her blaster cutting the air with a 
                   beam of hot plasma

-Prowler
     -Canister Barrage- Prowler launches a three canister volley of explosive
                        gas canisters

-Black Cat
     -Tornado Claw- Black Cat spins her grappling hook in a wide arc striking 
                    all enemies in the area

-Doc Ock
     -Tentacle Terror- Doc Ock transfers the energy from his tentacles into 
                       four directed shockwaves

-Green Goblin
     -Electro-Storm- Green Goblin overloads his electric gloves creating a storm
                     of deadly lightning

-Scorpion
     -Plasma Blast- Scorpion unleashes a sizzling beam of pure plasma energy

-Iron Fist
      -Dragon Spirit- Iron Fist summons the spirit of the dragon to attack his
                      surrounding enemies

-Rhino
      -Earth Shaker- Rhino brings his massive fists down cracking and splitting
                     the earth

-Lizard
      -Lightning Lunge- Lizard lunges forward with incredible speed, striking
                        with his claws and tail

-Sandman
      -Sandstorm- Sandman turns into a vortex of swirling sand, damaging enemies
                  around him

-Blade
      -EMP Barrage- Blade lobs a barrage of EMP grenades designed to disrupt
                    PHANTOM technology

-Venom
      -Symbiote Spikes- Venom turns his symbiote body into a deadly ball of
                        black spikes

-New Goblin
      -Electro-Storm- New Goblin overloads his electric gloves creating a storm
                      of deadly lightning


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10. Legalities                                                          [LGLS]
===============================================================================

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E-mail: oldschoolwv312@yahoo.com
Copyright 2007 Jason Fryer a.k.a oldschool312