E N T E R : E L E C T R O 
       ####### ##### # #####  #####  #####     ##    ##    ##    ##   #
       #       #  #  # #    # #####  #  #  ##  # #  # #   #  #   # #  #
        #      ###   # #    # #      ###       #  ##  #  #####   #  # #
     ####      #     # #####  #####  #  #      #      # #     #  #   ##

  |||||
    |||
    |||    
    ||||||

                 Version 0.7

copyright (c) 2003 andrewfreak1 (a.k.a andrew rubin) all rights 
reserved.

Email: rubes@csiway.com or rubes2@earthlink.net

This guide is copyright (c) 2003 andrewfreak1. This game is copyright
(c) 2001 Activision, Vicarious Visions. I was not involved in the making of 
t
his game, so just incase your wondering. The only websites that can post
this with my permission is:

www.gamewinners.com
www.neoseeker.com
www.gamefaqs.com

and if you steal it and post it up on your website, lets say, www.john.com, 
I will E-Mail you very politely to take it off. If you don't listen and co-
mpletely ignore my E-Mail, You will suffer! This FAQ is MY WORK, MY PROPERTY!
You get it?! 

If you spotted any spelling errors, or anything else that looked bad in this
guide, please E-Mail me politely over at: rubes@csiway.com And I will fix 
it
and you will be credited. DO NOT be cruel, nasty or any other way that is 
just

dumb to say. Also, if you e-mail me like this: "Hey, you said that you can 
beat
(goal here) in (time here) but it took me (time here again) you (Very bad 
words
here!!) No. You aren't funny, and you are very, very dumb. I will easily ignore

your message if you use such language against me, you will NOT get a respond. 
If you beg me to update my guide, I will not respond to you. I WILL UPDATE 
W-
HEN I WANT TO! Ok?! was that whole babble clear? good. Now onto the guide!!!

===================
 TABLE OF CONTENTS
===================

1) Introduction
2) Version History
3) Basic Controls/Pickups
4) The story
5) FAQ/Walkthrough

A: Enter the web-head
B: Burglary interuppted
C: Rooftops by night
D: Warehouse 66
E: Spidey Vs. Shocker
F: Smoke Screen
G: Hangar 18
H: Wind Tunnel (version 1 title: The Plane)
I: To catch a theif 
J: in darkest night
K: Heart of Darkness
L: Catch that Train!
M: Gangland
N: Spidey vs. Hammerhead
O: Spidey in the machine
P: Mission: Spidey
Q: The Corkscrew (version 1 title: Downward Spiral) 
R: Spidey vs. Lizard
S: The Gauntlet (version 1 title: Aces High) 
T: Spidey vs. Sandman again
U: Konichi-wa, Spider-San
V: Rock of Ages
W: Spidey vs. Electro
X: The best laid plans (version 1 title: Top of the world)

6) Gallery - Things to unlock 
7) Costumes/Cheats
8) Special Thanks

---------------------------------------------------
1)     I N T R O D U C T I O N
---------------------------------------------------

Hi this is my guide for the ultimate Spider-Man 2. This game is
the sequel to the amazing game 'Spider-Man' from the year 2000.
I think this game is a little better than the first, since it 
has new features and all... You can check out Scott Miller or R-
omy N. Junio Jr.'s guides if you want.. But I WASN'T using their
guides while writing this one. This is my first guide so I hope 
I do a good job for you all Spidey-Fans. Lets talk about the ga-
me. Spider-Man 2 has 23 levels, 5 bosses and explosive gameplay. 
What else can I say? Vicarious Visions did a awesome job, and A-
ctivison did a great job on this game to. I can't wait until Sp-
ider-Man 3... But I still think this game is cool!

--------------------------------------------------
2) V E R S I O N   H I S T O R Y
--------------------------------------------------

5-5-03: Ah, finally started this guide after playing
it for a freakin' long time. Made the ascii art, table of
 contents, and Introduction.
5-6-03: I found out that Spidey-Armor was on
          'to catch a theif' level so you
        won't die. 
5-6-03: Found out a cool secret in spidey
             vs. lizard 
5-7-03: Eh, I've been really busy today with my                                               
schoolwork, but now I'm working On the guide!
5-10-03: ARRRGGHH, I've been sick the past few days. 
           Well at least I wrote notes to myself while
      playing the game. 
5-10-03: Finished all the level walkthrougs.
  5-10-03: Finished the guide, going to start 
posting it.



-----------------------------------------------
3) B A S I C   C O N T R O L S / PICKUPS
-----------------------------------------------

Don't you remember when they first invented PSX? How
nice and clean the the controllers were, and now mi-
ne is all screwed up and it doesn't work that good.
Now I have to use my PS2 controller which is nice and clean.
Yeah, I used to rent a bunch of games from my nearby video game
store named "Grey World Video". And if you rented one, they
wouldn't even let you have the actual game case, and just give you
a old cruddy case and you won't be able to read the controls in the
manual.

X = Jump 
 
Square = Punch, Press 3 times for a combo 

Circle = Kick, Press 3 times for a combo

Triangle = Web trap, to tie up enemies with Spider-Man's 
            web.

X + Square = Jumping Punch, Spider-Man will give enemies a  
     powerful headache.

X + Circle = Jumping Kick, Spider-Man will majorly knock 
                enemies off their feet.

Square + Triangle OR Circle + Triangle = Grab enemie behind
              the back. 

Square + Triangle + Square = Grab and punch your enemy on the
                  head.

Circle + Triangle + Circle = Grab and kick enemies in their butt 

Circle + Circle + Circle = Triple Kick

Square + Square + Square = Triple Punch

Triangle + Left = Web Spikes

Triangle + Right = Web Dome

Square + Triangle = Web-yank enemies over your head

Triangle + Up = Impact Web

Triangle + Down = web-yank

Triangle + Down + Left = Web-yank left (this is easier to do with the left
                                         analog stick) 

Triangle + Down + Right = Web-yank right (this is easier to do with the left
                           analog stick) 

R1 = zip-line

R2 = Webswing

X + X = Webswing ( on kid mode ) 

L1 = Targets Spider-Man's web to enemies

L2 = Targets objects and enemies

Triangle + Up During webswing = Aerial Impact Web 

X + Triangle + Up = Jumping Impact Web 

There! Now that you know all of 'do whatever a spider can' 
moves, It's time we finally do this.

----------------------
PICKUPS 
----------------------

Taser Webbing - It's a light green web cartridge with a little 
yellow in the middle. It's found in some of the later 
   levels (it gives you electric web) 

Web Cartridge - It's a blue, normal web cartridge that gives
 you a extra cartridge (duh) 

Health Spider - Its red and white, It gives you more 
                  health. 

Freon Webbing - Its a light blue web cartridge that gives
                     you ice webbing. 

Spidey-Armor - It's a golden spider-icon that gives spider-man
                   another health bar. It gives you armor, and
               its extremely useful.

Comic Book - Eh, well this doesn't increase anything, but if
you find a spinning item looking like a copy of Amazing Fantasy
15, COLLECT IT FAST! You've just added a comic to your comic
collection in the gallery.


----------------------------
4) T H E   S T O R Y 
----------------------------

Taken straight out of the instruction booklet: 

THE STORY THUS FAR... 

The threat of the Symbiote Invasion is over, and Doctor Octopus and his
cronies are once again behind bars. The city, and the people that call it
home, can collectively breath a sigh of relief. Or can they? Evil abhors a
vacuum, and with Doc Ock gone, can it really be that long before
another rises in his place?

Not likely. 

Unaware that her work has drawn the attention of sinister forces,
Dr. Watts has completed a miraculous new device that would give any
man or woman unspeakable power. In the hands of the one such as
Electro, who knows what deviltry may be wrought. Electro, for one,
intends to find out. 

As before, Electro has managed to assemble a cadre of allies and
followers, from lowly street-thugs to hardened super-villians His goal:
to steal and assemble the Bio-Nexus device; and with it bring the city,
if not the world, to its knees...

----------------------------------
5)  F A Q / W A L K T H R O U G H 
----------------------------------

Ah, here we are, the Walkthrough/FAQ! I have some things
to tell you first: COMIC ALERT means I will tell you wh-
ere the comic location is in the area your in. WHAT-IF MODE
means if your playing in what-if mode, I'll tell you what
will happen in the level. Understand? Onto the Walkthrough/FAQ...


-----------------------
 1) ENTER THE WEBHEAD 
-----------------------

Ok, after you finish watching the FMA where Stan Lee talks, 
Beast will pop out of nowhere and ask you to do training a-
nd stuff. Guess what? Spidey says yes. Ok, webswing toward
the first building and look out for the Fantastic Four building,
it will be on your right. No one on it? Awwww... That was the
part I was looking forward to. Sooner or later you should webswing
on a crane, which is the second one. 

COMIC ALERT (easy): On the second crane, which you are on,
on the cab is the comic.

Then webswing over to the unfinished building and beat up the 
henchman and get the ?. Then go over to the building with three
crates on it.

COMIC ALERT (any difficulty): Web-yank the three crates
and then the comic should pop out. 

Then webswing to the next two building and your done.

---------------------
2)BURGLARY INTERUPTED 
---------------------

After you watch the FMV, Take out the two thugs that are
trying to kill you. Then webswing around the street and
then you should see a alley with a dumpster blocking. Jump
over the dumpster and then you should be ambushed by four 
thugs.

COMIC ALERT (kid mode): Under one of the trashcans in the
area your in, is the comic.

Take them all out and then one of the rooftops surronding
that area has a basketball on top of it. If you make a h-
oop in the basketball court, a health icon will appear. Then
search around and you should see two thugs standing near a
car (uh oh! Grand theft auto!) and they blow it up for fun.
Just beat them both up and spray webbing on both of the car
windows, that should smother the fire. Then webswing around
the streets some more and you should see some thugs blow up
a cafe. Just beat them up and go in front of the fire hydrant. 
L2 target it and web-yank it to put out the fire. If you stand
in front of the hydrant's path, it will blow Spider-Man all t-
he way over to very front of the cafe. Then just follow your
compass and climb up the building you saw in the cutscene. 

COMIC ALERT (Normal): On the rooftop next to the one you
finish the level on, there is a comic. The rooftop is flatter
then cement, so you shouldn't miss it.

-------------------
3) ROOFTOPS BY NIGHT
-------------------

Once you start the level webswing to the first building.
Then keep on webswinging until you see a ?. Get it, then
go over to the thug and stop the machine gun.

WHAT IF MODE: Jeez, on the third level they finally 
change something in the game. Eh, it's a giant ban-
ana (?!) and if you make a tricky jump onto the banana,
it'll take you for a ride until you get to the parts
with the machine guns!

Then webswing onto the bridge and go across it. You should
get a checkpoint. Once you've made it to the end of the b-
ridge, get the web cartridge and the health spider. Then beat
up the bad guy.

COMIC ALERT (hard): Once you've took out all the machine 
guns, return to the bridge for the comic.

Then keep on webswinging and follow your compass. Then your
Spider-Sense will tingle and you will have to take out 3 m-
achine guns. Just impact web them 2 times and they should blow
up. Then just follow your compass and webswing onto Warehouse 66.

-------------------
4) WAREHOUSE 66
-------------------

WHAT IF MODE: The big boxes are now presents with a
bow on top! The large barrels show a pic of spidey and
says 'Web Soup'. Yum.

COMIC ALERT (easy): Under the big barrel left of you when
you begin the level.

Once you start the level there is ton of bad guys to kill.
A easier way to find the bad guys is to zip to the ceiling
and crawl around on top of the ceiling to look around. Just
keep on beating them up. Sooner or later spiderman should 
say theres one more left. Just beat him up and finish the level.

--------------------
5) SPIDEY VS. SHOCKER
--------------------

WHAT IF MODE: Might be some new spidey quotes.

Once you begin the level Shocker will keep on blasting his 
damn blasters at you. Do NOT run up to him and punch him,
Because then he'll just blast the heck out of you. 

COMIC ALERT (hard): Inside the fire, it is very hard
to see, is the comic book.

Just hop onto the big crates and L2 target the huge crates
that are hanging from the ceiling. Web-yank one from Shockers
distance. It should fall on Shocker's head, making him lose
health. There is another way to kill him, but it is tough. Grab
some boxes  and kill him. 

----------------
6) SMOKE SCREEN
----------------

Once you go over to the bomb, just go and collect the 4 keys. Here
are the locations I got for all 4 keys:

KEY 1:
Turn around and go straight. You should see
3 bad guys. Beat them up for the key.

KEY 2: 
Go south from the Activision sign and
go on the ground. There are 2 guys there.
Beat them up for the key.

KEY 3:
There are guys next to the 
NYPD Police Car.

WHAT IF MODE: There are flat bananas instead of 
newspapers scattered around the level.

KEY 4:
Go even more far from the Activision 
sign and on the grass there is 2 guys.
Get them for the key.

Now that you've gotten all four keys (Red-Blue-Yellow-Green) Go
back to the bomb and put the keys in the matching color slots.
Now onto Hangar 18.

-----------
7)HANGAR 18
-----------

Spidey finally arrives at Hangar 18. Now this level is kind of like
Rooftops By night, except a little more trickier. Go straight and t
ake out the 2 Machine guns in front of you, then take out the machine
guns on the left side of the area 

COMIC ALERT (Kid Mode): Under the big box 
                      left of the hangar.

and then do the right side. Then you should be finished.

------------------------
8)WIND TUNNEL (The Plane)
------------------------

WHAT IF MODE: Instead of barrels, they're light bulbs!
They do the same amount of damage, too.

The main key here is: SPEED! Your gonna need a lot of it, too, 
if you want to save that pilot. Just clear the barrels out of
the plane's path. Once you've gotten to the last room, L2 target
the plane's left prepellor, and web it up and then shoot web on
the tail of the plane.

COMIC ALERT (Normal): Once you've done what I just said, quickly
                      go over back to the very first room. Under
                      the net with the barrels there is the comic.
                      Now hurry back to the plane and finish the
                     job.

Then just web up and stop the right propeller and you've
just completed the level.

------------------------
9) TO CATCH A THIEF
------------------------

Ok, now finally this is the level where you have to chase
the helicopter that Spidey threw a tracer on. This level 
was pretty tough the first time I tried it. The dang mercenarys
fire their dang bazookas at you, and they shoot lazers too. 
This level is pretty easy to me now, because I found out that
there is Spidey armor in this level. Ok, webswing straight and
then your on the third building.

COMIC ALERT (any difficulty): On a lower ledge
on the third building, in the front of it, is
the comic book.

Then webswing forward to the unfinished building and you
should find the Spidey-Armor icon. Collect it fast! This
level will be tough if you don't. Then just webswing to
finish the level.

-------------------
10) IN DARKEST NIGHT
-------------------

Well, it looks like spidey made it to the trainyards. I don't
really like these levels, but I had to beat the game somehow,
right? Ok, once you begin, jump over the train and you should
be sneaky, because there is your first guard.

COMIC ALERT (easy): After taking out
the first guard, in front of the garages
that do not open is the comic.

Take him out, then go straight to Area 2. Once you've made it
past the hallway, there are some guards you'll need to deal w
ith. Just be stealthy and no problems will approach. Then head
over to Area 3, and repeat the same process. Then head to area
4, and just take out the guys there since they're really 
annoying. Then push the switch (press square) and now for the
hard part. You have to solve a puzzle involving switches, so go
over to the yellow light to start off, and shoot web at the sw-
itch. You have to make the machine switches all be GREEN, so do
nt accidently screw up or something.

--------------------
11) HEART OF DARKNESS
--------------------

COMIC ALERT (Normal): You must use all of the
seven levers in the level. Hey, I didn't make
this thing, you know! Instead of going to door
number 7, go to door number 3 and behind the
train you'll find the comic.

Boy, do I hate this level. Oh well, Jump on the train and hop
over the electronic door. Cuz that's the only way you get pas
t it. Now follow the spidey compass to the power room. There
is freon webbing near the crane so just incase you want to give
some enemies a chilly night. Now go to the Power Room and shoot
the switch. Then go over to door #1 and then go into the control
room there. Shoot all three switches there and then go through
door #2 because the other one is jammed. Now go through door #5
once your in the next area. Just keep on going straight and you
should find a the second control room. Shoot the two switches. 
Then go back and exit that area. Now go back into the  little 
room and go through door #7. Then you should be done.

------------------
12) CATCH THAT TRAIN
------------------

WHAT IF MODE: The barrels are now bananas. And 
there is a huge banana on the train. Hah! 

Oh, God, not Sandman. I hate him. Ok, just keep on going
straight and focus on the train and not Sandman. If you 
try to defeat him he'll slither away and go regenerate his
health bar. He makes huge sand walls so you can't reach
the train. Just keep on swinging - It's the fastest way to
do this level. Now there isn't time to look for a comic book
looking like Amazing Fantasy 15, Right? Uh huh. To put it
clearly, Sandman: ignore. Train: focus.

------------
13)GANGLAND
------------

Ok, take out the two thugs in front of you, then a hostage should
yell 'help'. He's trapped in the elevator. L1 target the ceiling.
You should see an air vent. Web-yank it off the ceiling and zip
line up it. Crawl through it and you should see a unstable elevator. 
L2 target the unstable cable and web it up. Then shoot the switch
to free the hostage.

COMIC ALERT (Hard): After solving the elevator puzzle, return 
to the first room to find the comic book. 

Then jump over to the brick wall on your left. Then you should
see a passage. Go through it. Your spider-sense will tingle, then
two goons will come running toward you. Web them up and go into
the next room. There is two hostages and one goon. Take the bad
guy out, then free the hostages.

COMIC ALERT (all difficultes): Under the photocopy
machine, there is a comic.

Then go past the hallway and enter the next room, and there
some hostages there. Beat up the three goons, then free the
hostages. You want to get to the next floor? Well then it's
going to be tricky. Go behind the big bookshelf and then L2
target the big air vent that's on the ceiling. Then web-zip
up there and crawl through there. Then drop onto the next
floor. There is a bad guy guarding there so just take him 
out. Then go forward and there is a hostage and a guard. K- 
ill him and free the hostage. Then go straight and two thugs
will come out of nowhere and attack you. Kill them and go
straight. You should come to two locked doors. Impact web one
of them, and free the two hostages inside. Then repeat it
with the other door and free the hostages. Now, go to the 
exit, which is only left of you, to finish the level.

-----------------------
14) SPIDEY VS. HAMMERHEAD
-----------------------

Hammerhead kind of seems like the rhino in the previous game...
Oh well. It's a sequel, y'know? 

WHAT IF MODE: When Hammerhead charges and bashes his head
into the wall, he'll start cussing. Not bad though.

He is almost invincible with his dang machine gun. Just webyank
it out of his hands and then watch out, because he might charge
at you. Then he'll run to his machine gun and pick it up again.
Just beat him up before he reaches it. That way he'll lose health.
Go over to the other side of the building where the bar is.

COMIC ALERT (Hard): Hop on the bar and pick up 
the closed sign three times, then the comic will
pop out.

When you try and beat him with his machine gun, he'll take very
little damage. Later probably when he has half life, he should
charge and break a window (i can see the repair bill on that 
damage, Hammerhead!) and now you have to finish the battle with
him. Now just repeat the whole dang web-yanking machine gun
process I just said. Then just defeat him.

-----------------------
15) SPIDEY IN THE MACHINE
-----------------------

Once you begin the level, hop over the bar and then some
stupid robot will damage one of the boilers. Shoot web at
the red switch and then ANOTHER robot will damage a 
boiler. Do the same thing. Then there is only one more
boiler, so just repeat that process.

COMIC ALERT (easy): After you finish the boiler
puzzle head up the ramp and on that walkway you
will find the comic.

Now, go to the hallway and go through it. There will be
a cutscene where spidey says that there is huge turbin-
es that will kill you if you don't shut them off. Go
from the far right of the turbines and then you should
see a machine that will shut down the lazer grid to the
control room. You'll need to press [],O,/\ in the 
center to turn off the lazers.

WHAT IF MODE: Instead of pressing []O and /\, 
you can play ping pong! Sometimes ping pong
stops dead for no reason. 

Once you've shut down the lazer grid, go past it and
go to the controls room. Shoot the switch on your ri
ght, then shoot the switch on your left. Then go back
into the big room and hop on top of one of the
turbines. Then zip-line up there and crawl through. 
Now, drop into the next room and go to the control
room to get through that door. Zip onto the ceiling
and make sure not to accidently crawl into one of 
the lazers (Ow!) Then once you've made it to the other
side, shoot the two switches and go back the way you
came. 

COMIC ALERT (kid mode): After you finish both lazer grid puzzles,
return to the air vents and on the spot where the health Icon is, 
you'll find the comic.

Now, go through door #2 and finish the level.

-----------------
16)MISSION: SPIDEY
-----------------

Once the cutscene finishes DO NOT move one bit. Zip-line up
and you should reach a platform. Climb onto the top of it and
then turn around. Shoot the red switch that's right there, 
then drop down from that platform onto the walkway you were
just on.

COMIC ALERT (Hard): Under the first bridge you should see an 
alcove, inside the alcove is the comic book.

Then go through that door and turn left. You should see another
locked door. Shoot web onto the red switch and go through that
area. Oh boy, drone generators, just L2 target them and Imapact
web them. Then hop over that machine and shoot the red switch.
Then exit that area and go to the next area. Once your in area
2, if your on a tougher difficulty you better be stealthy to
the lazer turrets. Just Impact web them two teimes and you should
blow them up. Once you blow all four of them up, jump up and shoot
the switch up there, then jump down and shoot the switch down 
here. Then exit Area 2, and enter Area 3. Now this is one hard
area. You'll see a big force feild blocking your way. Go over to
the machine and press /\ until it's all the way up, then press
O or [] and then press X to exit. Now impact web and blow up the
drones, and once they're gone, shoot web at the three switches
when the force feilds down, then shoot the red switch over there.
Now, just exit that area and go through the door.

COMIC ALERT (Normal): After you finish all the puzzles,
return to the very first bridge to find the comic book.

------------------
17) THE CORKSCREW
------------------

Ok, this level is a little hard on the normal and hard difficulties. 
It has to involve switch pressing. This level has four parts, devided
by all those smashing jaw doors. First, Jump over the smashing doors
at the beginning when they're open, then shoot the two switches to 
shut down the dangerous stuff. Make sure not to accidently jump into
one of the lazers (Ow) Then go past and make it to the second floor
and you should see some buttons. Each area is like this, so just make
sure you don't get zapped by any lazers, or get shot by any of those
stupid drones. Then make your way up to the third area.

COMIC ALERT (Normal): In the third area, DO NOT touch one
                      button. Climb up as far as you can,
                      then there is a ledge. On top of it
                      is the comic.

Then make your way up to the fourth area, shoot the switches and go
up. You should find the door there.

----------------------
18) SPIDEY VS. LIZARD
----------------------

This level is a bit of a pain at the beginning. Go over
to the computer and you'll need to finish the antidote
that Dr. Conners has been working on. You'll need to make
three vats. You'll need to use [], /\ and O to do it. DO
NOT SCREW UP! You'll have to restart the level if you do.
This is pretty tough on hard mode. When the time runs out,
Lizard will break through the wall and throw you into the
next room. If you did the serum puzzle right, you should 
see one canister of it once you get up. Now, grab the canister
and blast the lizard. Then run over to him and start beating
the heck out of him. Repeat this, because this will not work
if you don't blast him with serum shots. There is health in 
the third room. 

COMIC ALERT (Hard): After you do the serum puzzle,
                    Go to the third room and be quick,
                    then you'll find the comic.

There is also health in the second room, too, if you need it.

--------------------
19) THE GAUNTLET
--------------------

COMIC ALERT (Hard): On a ledge at the back of the building
                    you start on. 

Now this is when those lazer turrets get REALLY annoying. 
Always follow the lazer that points to you, then shut it
down. This isn't a really hard level, unless you like to
get burnt up by stupid police lazer turrets. Then you should
see a huge anttena and there is four lazer turrets below it.
Just shut down the thing.

COMIC ALERT (Normal): Go behind the building with the 
huge anttena. On the ledge going to the next building
is the comic book.

Now, sooner or later you should go to the last tower, it's the
one without any lazer turrets.

COMIC ALERT (Easy): On the ledge of the back of this building,
                    is the comic book.

Now, all you have to do is shut down the last one and follow
your compass to Dr. Watt's lab.

------------------------------
20) SPIDEY VS. SANDMAN AGAIN
------------------------------

Ok, in this level, always trust your spider-sense or you'll 
get some serious sand in spidey's tights. There is health
near the barrels if you need it. Now, Sandman is vincible 
to water, right? Well there is a water pump. Go over to the
vaulve that has a sign on it. Shoot web on it, then wait
until the pressure gets full. Now, go over to one of the 
vaulves, but not the one you just shot, though, and then
start blasting sandman up with water and start beating him
up at the same time while he's wet you can quick snag a
comic...

COMIC ALERT (all difficulties): Go on top of the unfinished
                                building, and then hop onto
                                the crane and there is the
                                comic.

Now, after your done snagging that comic, run over to the 
vaulve and get the pressure back up again. Then repeat 
the same thing and while he's wet, snag another comic...

COMIC ALERT (Easy): Under the portable toilet, is 
                   the comic.

Now just keep on making him wet and beating him up, and
you should kill him.

---------------------------
21) KONI-CHIWA, SPIDER-SAN
---------------------------

Once you begin the level, the easiest way to defeat
the samuri is to just web them up. They'll blow up,
so just keep on doing this. You should see a health
bar on the upper right corner of the screen. Now,
pick up a samuri peice and go to the center room. Now
throw it at the thing that's blocking the generator.
It should knock it off, now just go and keep on beating
samuri and throw their pieces at the generator to blow
it up. Just go in the different rooms, one room will
have a huge budda statue and two samuri.

COMIC ALERT (Easy): Behind the buddha statue,
                 is the comic book.

Now just blow up the generator and level complete.

------------------
22) ROCK OF AGES
------------------

I think this level is a pain because at first I kept on
getting zapped and falling to the floor. Now, Just keep
on crawling past the lighting rings before they zap you.
And also, dodge all of the lighting rain that Electro 
shoots at you. Then sooner or later you should reach the
Ice Age level, your halfway through, so don't screw up
now.

COMIC ALERT (Normal): Inside the dino picture is
                      the comic.

Just crawl past it and make sure not to get zapped.
I use to think this level was really hard - Until I
just realized it was easier than heck. Sooner or later AGAIN,
you should reach the last exhibit level.

COMIC ALERT (Easy): On this exhibit level, on top of the
                    car sticking out of the wall is the
                   comic.

Now just flip over the fence and you complete the level.

-----------------------
23) SPIDEY VS. ELECTRO
-----------------------

Electro, Finally! After 22 levels in the game we finally 
get to kick Electro's shocking butt. I think this was one
of the easiest boss battles, not to brag, but it was 
downright easy for me. Just activate web spikes and hop
onto the platform and pound the heck out of Electro. He
should blow you off, but just keep on repeating that. Now
go onto the earth model for a comic.

COMIC ALERT (Normal): On top of the earth model, which
                      is tough to get to, is the comic.

Now just beat up Electro and finish the level!

-------------------------------------------
24) THE BEST LAID PLANS (Top of the world)
-------------------------------------------

Ok, now you have to defeat Hyper-Electro. First, before you
do anything, run over and hop on top of the tower. Take out
the generators so Electro can't recharge his health bar and
take you out. Now, go over to the other part of the tower
and go over to the generators. Now impact web the things on
the sides and make Electro shoot at the generator. It will
make him vincible! Go over to him and pound the heck out of
him. If your on hard, DO NOT touch him when he's vincible or
you'll get electricuted. Just impact web him. Then when he
has half life or so, he should try to charge from the broken
tower. The tower will fall over.

COMIC ALERT (Hard): On the fallen part of the tower is 
                    the comic.

COMIC ALERT (Kid Mode): On the tower you'll find a comic.

Now just keep repeating that process. Here's a few tips
I got to help you a little: 

1. Stay away from Hyper-Electro
2. Do not touch Hyper-Electro
3. Remember #2

WHAT IF MODE: After you defeat Hyper-Electro there is a 
little "surprise" 

   _ _ _ _ _ 
  /
 /           ONGRATULATIONS!
/_ _ _ _ _ _ 

Hyper-Electro is beaten. Hurray! Give yourself 
a high-five, now that you've beaten the game, you'll
probably won't need a guide next time. But there
is still so much more to do!

----------------------------------------------
6) GALLERY - T H I N G S  T O   U N L O C K
----------------------------------------------

Now that you've beaten the game, there is lots of goodies
and easter eggs to get.
          _ _ _ _ _ _ _ _ _
         |CHARACTER VIEWER |
          -----------------
 

Character                   Appears
---------                   -------
Spider-Man                  Load the game
Henchman                    Enter the web-head
Hired Goon                  Rooftops By Night
Shocker                     Spidey Vs. Shocker
Mercenary                   Smoke Screen
Trainyard guard             In Darkest Night
Sandman                     Catch That Train!
Gangster                    Gangland
Hammerhead                  Spidey Vs. Hammerhead
Flying Drone                Spidey In The Machine
Rolling Drone               Mission: Spidey
Scout Drone                 Spidey In The Machine
The Lizard                  Spidey Vs. Lizard
Animatronic Samuri          Koni-Chiwa, Spider-San
Electro                     Spidey Vs. Electro
Hyper-Electro               The Best Laid Plans
Dr. Watts                   FMV "The Needle"
Rogue                       Load the game
Professor Xavier            Load the game
Beast                       Load the game

        _ _ _ _ _ _ _
       |MOVIE VIEWER |
        -------------

Movie                      Appears
-----                      -------
Vicarious Visions Intro    start game
Previously on Spider-Man   start game
Prologue                   before Enter the webhead
The City                   before Burglary Interuppted
Warehouse 66               before Warehouse 66
Manners                    before Spidey Vs. Shocker
Shockers Defeat            after Spidey Vs. Shocker
City Rooftops              before Smoke Screen
Police Ambush              before Hangar 18
Hangar 18                  before Wind Tunnel
Daring Rescue              after Wind Tunnel
Darkness Falls             before Catch That Train!
A Hero no Longer           after Catch That Train!
Interlude                  before Gangland
The Needle                 before Spidey Vs. Hammerhead
The Plot Thickens          after Spidey Vs. Hammerhead
Sneaking In                before Spidey In The Machine
Mad Reptile                before Spidey Vs. Lizard
Repentance                 after Spidey Vs. Lizard
Spidey to the rescue       before Spidey Vs. Sandman Again
Down the Drain             after Spidey Vs. Sandman Again
Boss... Look!              after Spidey Vs. Sandman Again
Spidey Monogatorio         before koni-chiwa, spider-san
Ascension                  before The Best Laid Plans
Epilogue                   after The Best Laid Plans

 
           _ _ _ _ _ _ _ _
          |BUGLE HEADLINES|
           --------------- 

"Captain America Foils Plot": Appears before Enter the webhead

"Warehouse Theft A Bust": Die on Spidey Vs. Shocker

"Rolling Blackouts": Appears after Spidey Vs. Shocker

"Spider-Man Apprehended": Let the plane be destroyed on Wind Tunnel

"Spider-Ambush": This has to be unlocked during the work of a 
                 cheat code or else you cannot unlock it. You
                 enter DRKROOM as a cheat code for all gallery
                 items. If your unlocking everything without
                 codes, make sure to have all the other gallery
                 items first. 

"Spider-Man Unmasked": Die or miss the train on Catch That Train!

"Blackouts Continue": Appears after Catch That Train!

"Ball Ruined 1": Die on Spidey Vs. Hammerhead 

"Ball Ruined 2": Appears after Spidey Vs. Hammerhead

"Zeus Tear 1": Die on Spidey Vs. Lizard 

"Zeus Tear 2": Appears after Spidey Vs. Sandman Again

"Spider-Man and Electro": Die on The Best Laid Plans

"Thor Saves The City": Appears after The Best Laid Plans 

              _ _ _ _ _ _ _ __   
             |COMIC COLLECTION|
              ---------------- 

Enter the Web-Head: Ultimate Spider-Man #1 
                    Spectacular Spider-Man #197

Burglary Interuppted: Web of Spider-Man #100 
                      Amazing Spider-Man,vol 2, #13

Rooftops By Night: Amazing Spider-Man #29

Warehouse 66: Peter Parker: Spider-Man #85

Spidey Vs. Shocker: Amazing Spider-Man #13

Hangar 18: Peter Parker: Spider-Man #92

Wind Tunnel: Peter Parker: Spider-Man #90

To catch a thief: Amazing Spider-Man #185

In Darkest Night: Spectacular Spider-Man #20

Heart Of Darkness: Peter Parker: Spider-Man vol 2, #22 

Gangland: Amazing Spider-Man #21 
          Spectacular Spider-Man #220 

Spidey Vs. Hammerhead: Amazing Spider-Man #114 

Spidey In The Machine: Amazing Spider-Man, vol 2, #30
                       Amazing Spider-Man, Annual, #21

Mission: Spidey: Amazing Spider-Man, Annual #21, alternate version
                 Spider-Man #25

The Corkscrew: Amazing Spider-Man #341

Spidey Vs. Lizard: Amazing Spider-Man #44

The Gauntlet: Spectacular Spider-Man #66
              Amazing Spider-Man #425
              Amazing Spider-Man #217

Spidey Vs. Sandman Again: Amazing Spider-Man #4
                          Peter Parker: Spider-Man, vol 2, #16

Koni-Chiwa, Spider-San: Amazing Spider-Man, vol 2, 2001 Annual

Rock Of Ages: Amazing Spider-Man #422
              Spectacular Spider-Man #258

Spidey Vs. Electro: Amazing Spider-Man #9

The Best Laid Plans: Spider-Man #38
                 Peter Parker: Spider-Man, vol 2, #2

             _ _ _ _ _ _ _ _ _ _
            |PARKER'S PORTFOLIO |
             -------------------

Each time you win a boss battle, you will get a picture
added to your portfolio in the gallery. You will get 12
pictures by Kaare Andrews from beating the game on Easy
and Kid Mode. You will get 6 pictures from Mark Bagley
from beating the game on Normal. And you'll get 6, beutiful 
black-and-white, ink and pencil, pictures from John Romita
Sr. one of the greatest Spidey Artists.

---------------------------------------------
7) C O S T U M E S / C H E A T S 
---------------------------------------------

             A) COSTUMES:

Spider-Man (Powers: No enhanced game powers)
Unlock: Load the game

Spider-Pheniox (Powers: Invincibility, Enhanced Stregnth, Enhanced 
Web-swing)
Unlock: Beat the game on hard

Prodigy (Powers: Enhanced Stregnth, Double Jump Height, Enhanced Web-swing)
Unlock: Beat 75 thugs in Attack Challenge mode. 

Dusk (Power: Stealth)
Unlock: Collect all 32 comic books 

Insulated Suit (Powers: Enhanced Stregnth, Gets half damage from 
electricity)
Unlock: Beat the Lizard on any difficulty (including Kid Mode) and only 
use serum shots on him

Alex Ross--Red (Power: Double Jump Height)
Unlock: Beat the Sandman (Spidey Vs. Sandman Again) On Hard

Alex Ross--White (Power: Enhanced Web-swing)
Unlock: Beat the game on Kid Mode

Venom 2--Earth X (Power: Enhanced Stregnth, Unlimited Webbing)
Unlock: Beat the game on Normal

Negative Zone (Power: No enhanced game powers)
Unlock: Beat the level 'Smoke Screen' on Normal - Without
going back and fourth to restore time 

Symbiote Spider-Man (Power: Unlimited Webbing) 
Unlock: Beat the game on easy

Spider-Man 2099 (Power: Enhanced Stregnth)
Unlock: Beat the game two times on Normal or Hard

Captain Universe (Powers: Enhanced Stregnth, Unlimited Webbing, 
Invincibility)
Unlock: Beat the game two times on Normal or Hard

Spider-Man Unlimited (Power: Stealth)
Unlock: Beat the game two times on Normal or Hard

Amazing Bag Man (Power: Can only carry 2 web cartridges)
Unlock: Beat the game two times on Normal or Hard

Scarlet Spider (Power: No enhanced game powers)
Unlock: Beat the game two times on Normal or Hard

Ben Reilly (Power: No enhanced game powers)
Unlock: Beat the game two times on Normal or Hard

Quick Change Spidey (Power: Can only carry 2 web cartridges)
Unlock: Beat the game two times on Normal or Hard

Peter Parker (Power: Can only carry 2 web cartridges)
Unlock: Beat the game two times on Normal or Hard

Battle Damaged (Power: No enhanced game powers)
Unlock: Beat Electro for the first time

         B) CHEAT CODES:

Unlock Everything: "AUNTMAY" 

Level Select: "NONJYMNT" 

Programmer High Scores: VVHISCRS

Big Head Mode: ALIEN

Big Feet Mode: STACEYD

What-If? Mode: VVISIONS

Unlock All Training Levels: CEREBRA

Unlock All Costumes: WASHMCHN

Unlock all Gallery Items: DRKROOM

Debug Mode: DRILHERE

Cursing Code: Enter a bad word and Spidey will pop up,
              hit the code and it will change to a nice 
              word. This does nothing else. It's pretty
              funny though.

----------------------------------
8) S P E C I A L   T H A N K S
---------------------------------- 

--Thanks to EBgames for selling me
    this game
--Thanks to my brother,
     Jeremy, for letting me use
his  playstation 
--Thanks to my Mom and Dad for renting
       me this game before I bought it
--Thanks to JC, since he's my best 
    friend
-Thanks to Vicarious Visions for developing
    this wonderful game.
--Thanks to Activision for publishing this
       game. 
-Thanks to everybody else I know, 
  as well as they helped me write this in 
                     someway.
--Thanks to YOU, for actually reading this FAQ,
     unless you didn't like it

"Until next time, True Beilevers! Excelsior!" - Stan "The Man" Lee

-eof-