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FAQ/Walkthrough by mercurius420

Version: 1.40 | Updated: 08/28/04

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Spider-man 2 The Game X-Box version FAQ
Written by Frank Ford-Spacht
V1.40
Last Updated-08/28/04
Created-06/30/04

=======================================================================
Intro...............................................................int

This is a FAQ/Walkthrough for Spider-Man 2 on the X-Box system.

This FAQ should only be available at:
Gamefaqs.com

If you found this FAQ anywhere else please e-mail me as soon as possible. 

=======================================================================
Version History:....................................................vrh

1.40-FAQ Updated Again................................08/28/04
1.35-Collectibles Section Added.......................08/18/04
1.30-Faq Update.......................................08/06/04
1.26-Format Change and various layout changes.........07/12/04
1.25-Grammatical & Spelling corrections...............07/04/04
1.0-Added the remaining chapters as well as the combo
    list..............................................07/03/04
0.65-Added the combat combos as well as some aesthetic
     changes and the art @ the top....................07/03/04
0.50-Chapters 11-13 added.............................07/02/04
0.30-Corrected some spelling & other little errors....07/02/04
0.25-Chapters8-10 added ..............................07/01/04
0.15-Controls and Chapters 1-7 added .................06/30/04

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

                                            (use ctrl+f) & "   "
Contents:...................................................cnt
Intro.......................................................int
Version History.............................................vrh
If I may suggest............................................ifi
Controls....................................................con
Chapter 1...................................................ch1
Chapter 2...................................................ch2
Chapter 3...................................................ch3
Chapter 4...................................................ch4
Chapter 5...................................................ch5
Chapter 6...................................................ch6 
Chapter 7...................................................ch7
Chapter 8...................................................ch8
Chapter 9...................................................ch9
Chapter 10..................................................ch10
Chapter 11..................................................ch11
Chapter 12..................................................ch12
Chapter 13..................................................ch13
Chapter 14..................................................ch14
Chapter 15..................................................ch15
Chapter 16..................................................ch16
Combat Combos...............................................com
Collectibles................................................col
FAQ.........................................................faq
Secrets.....................................................sec
Closing.....................................................cls
Thanks......................................................thk
contact Info................................................cct

=======================================================================
Controls:...................................................con

Attack=X button
Evade/Wall Crawl=B button
Web Attack=Y button
Jump=A button
Web Swing=Right Trigger
Sprint=Left Trigger
Grapple/Pick Up=Y for hurt civilians & Y+B for thugs
Move=Left Thumbstick
Camera=Right Thumbstick
Matrix Move=Black Button/Up on Directional Pad
Re-Center Camera=White Button
Web-Zip=Left Trigger+Right trigger
Camera Lock-on=Down on Directional Pad
Pause=Start button
Map=Back button

As seen in the Spider-Man 2 Instruction Manual

=======================================================================
If I may suggest............................................ifi

I would suggest to you that when you are choosing between the two
swing types that you go with normal. It is very easy to get along with
and feels very natural and movie-like. Plus it looks really cool too.
But if you decide and go with the easy version that’s okay, you
can change it later under the options menu.

***********************************************************************

-----------------------------------------------------------------------

Chapter 1 “What Might Have Been”....................................ch1

Ok so you’ve watched the little flying intro movie right? Well to start
off you are going to be taken through a mandatory tutorial voiced by
the brilliant Bruce Campbell. There’s not much I can do for you, just
do what Bruce tells you and then come back to me:). 

If you want to skip this entire chapter all you need to do is wall climb
to the top of the building you start on. You will see an icon, just go up
to it and press X.
-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 2 “A day in the Life”.......................................ch2

After a few more instructions from Bruce you will have to fight 4
thugs on the street, no real tactics here, just wail on them with X. I
also suggest following Bruce’s advice when he suggests on how to take
out that last baddie. Just hold the Left Trigger and when you get close
to the guy, hit X and watch him fly. After he is finished go back
to the arcade owner. Then Bruce will suggest you go buy a speed
upgrade, and lucky for you, the store should be right up the corner
from the arcade, just head for the blue dot on your radar. After you
buy the upgrade enjoy the cinematic.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 3 “Punctuality is the Thief of Time”........................ch3

To hear a funny little speech from Bruce don't web swing at all. Just walk
towards the blue marker. After he yells at you keep walking and he
will really let you have it.

Whether you choose to save or not at this point, Spidey realizes
that he is late for class so start off toward the blue marker,
remembering what you just learned. After a while the marker will
move to a woman screaming for help, so being the super hero you
are, go help her. Four Thugs will be chasing a woman carrying a
case of some sorts, so go beat them down, you shouldn’t have any
real trouble with them, but if you need help, tap the BLACK button
and spidey will go all Matrix on them, its really cool. After
the 4 of them go down, reinforcements arrive. 3 of them take them
out and one final thug will try to run off with the case, but you
won’t let him get away will you? Once the final thug is down and out,
take the case back to the woman, if you somehow managed to lose her
just follow the blue marker. Once done with this woman and her
mysterious case, book it back to spidey’s class, which like before
is the blue marker on the screen. Hit the icon on the roof in
order to change.

After a tough chewing out from doctor Connor’s you have a new icon
on both the map and screen the white icon is a sort of chapter
specific marker. If you look at your TO-DO list (by hitting Start)
you see one mission is to go to the pizza parlor, that is where the
white marker is pointing.  Now you can either head straight over
there or you can help the apparently defenseless citizens until you
get the 2000 hero points you need. Now in order to find citizens in
need of help, just look for GREEN or PURPLE markers nearby. If you
spot a green one, then go up to the person and hit X to talk with
them If it’s purple, then no talking is really needed. Now all
these “side missions” are somewhat random so there isn’t much help
I can offer you just keep trying and those 2000 points should
come quickly.

Now after about five minutes spidey will remember he had plans
to met some friends and that like always, he is running late, so
hurry towards the new blue marker on the screen. When you get close,
you’ll find an icon you can use to change clothes and a cinematic
starts. After the cinematic finishes you need to get the rest of
those hero points as well as make you way to the pizza parlor.
Don’t worry, neither will take long at all. Once at the Pizza
Parlor just head to the back and get another narration from Bruce.

After Bruce finishes, Spidey remembers that he promised to see Mary
Jane’s Performance, so hurry over to her at the Blue marker.
Like before, hit X at the icon to change clothes and watch a
cinematic. Once in control again, follow the blue marker to find
out what those thugs were up to. Now you find out that there are
about 7 thugs in here trying to loot the place. Now there isn’t
much strategy to these guys but to hit them hard and hit them fast.
But I might suggest the3 to spider-man’s right. Also don’t forget,
guys with guns should be eliminated first.

After all the thugs are finished you get to meet a new character,
Black Cat. Once you are in control again, you need to chase her 
down. Now you have two ways of following her. One is this sort of 
trail she leaves in the air its white so it’s not hard to miss. 
Second is the big sphere thing covering spidey. On one side of
it is an arrow that points right to where Black Cat is. The only
criteria for failing the mission is if you can’t keep up with her. 
You can tell how close you are to her by the bar in the upper right. 
The close spidey’s icon is to the cat icon, the closer you are to
Black Cat. See how simple it is! Now all I can suggest is to master
the art of running and charging your jump meter
whenever you are running on the top of a building. If you get the
hang of it, you can easily out run her. Other then that just remember
the course and this should be over in no time. Once this game of cat
and mouse is over you get another cinematic and some hero points.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 4 “All in a Day’s Work”.....................................ch4

Okay, here we have some choices on what to do next we can do
any of these 3
Talk To Jameson at the Bugle
Buy Level 2 Swing Upgrade
Earn 3000 More Hero Points

Now you can do any of those you want. But seeing as how you
should be really close to the Bugle after that chase, I suggest
going to the Bugle. Now to enter the Bugle just get on the roof
and head toward the gray box on the top. This is the air vent for
the building. On the West Side of the box one of the vents will
open up, allowing you access to the interior. Now you will find
yourself in the men’s room of the Daily Bugle. You will also
find a Blue marker that is where you want to go. So go out the door
and head a left. Also, you will notice that you are in Peter’s
clothes right now, but unfortunately you can’t jump and spin around
like this, as that would blow the whole secret
identity thing. When you find the end of the blue marker, press X
to talk to the secretary. After the cinematic, head back to the
men’s room and hit the icon to change back into your outfit.

Now you need to follow the yellow marker in order to complete
this mission. The marker is leading you to the tallest building in
the game so it shouldn’t be hard to find. Just start wall crawling
on the building. The first target is around the middle of the building.
Once you are on the building and facing up start charging the jump
meter to max and then let go, you’ll make your way up the building a
lot faster then just crawling. When you reach the icon, just
hit X to take the picture and then move on to the next target,
which is slightly higher. After you get that one the third one will be
slightly higher. And the fourth one is on almost at the top. The next
one is atop the tower on the building. But be warned. For some reason
spidey can’t just climb to the top, when you get a couple feet from
the top you’ll see a slight overhang that makes you fall off if you try
to crawl over it. Just charge your jump meter and fly past it. At the
top get in the marker and take the picture. 

Now you need to take the pictures back to the Bugle. But for fun
why not jump off the highest place in the game. Just remember to
use your webs to avoid hitting the ground or you’ll die. Just
follow the blue marker back to the Bugle. Enter the newsroom for
a cinematic. Afterwards, go to the men’s room and hit the icon
to change clothes.

Another cinematic starts and then you enter your first boss
battle. Don’t worry, this guy is cake. This will be the first time
your spidey sense will come into play. Just hit B when spidey’s head
flashes. This guy’s first attack is mainly him getting close to you
and spinning in a circle trying to hit you with the object in his hand.
Just hit B repeatedly and you’ll be fine. After he does this he will
be dizzy for a few seconds so hit him as much as you can. The red
meter on the upper right of the screen is the Boss’s Health, when
it is gone the battle is over. His other attack is a charging run at
you. Just hit B when your head flashes and he’ll miss you. Then
while in mid-air hit X to finish him off.

Now all that’s left is to buy that upgrade and get 3000 more
hero points. I would suggest getting the points first so you
can buy more upgrades next.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 5 “A Meeting of the Minds”..................................ch5

The objectives for this chapter are:
Go to Doctor Octavius's Apartment
Buy Grapple Upgrade
Earn 2000 more Hero Points

Now I suggest buying the upgrade now since you should still be in the
Spidey store. Next head toward the White Dot which is the Doc's
apartment. Also be sure to help a few people along the way for the
Hero Points. Once at the apartment land on top of the building and
hit the icon on top to change your clothes, a cinematic will
automatically unfold.

Now you need to get the rest of the hero points for this chapater.
Once that is accomplished the next chapter starts.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 6 "Cat and Mouse"...........................................ch6

This chapter's objectives:
Find 5 Photo OP Tokens
Go to Mary Jane's Apartment
Buy Level 3 Swing Upgrade
Earn 2000 more Hero Points

So let's start off with the 5 tokens we need, head toward the Yellow
marker to reach them. When you get close to the marker, it will break
up into five seperate ones, just go around and touch them all, it
shouldn't be tough at all. As soon as the last token is collected a
cinematic starts. Afterwards a blue marker shows up, follow it and
another Black Cat chase starts, everything is just as before but the
difficulty is sligtly higher. Also two skyscrapper icons can be collected
along the way. At the end you get another cinematic, And 1000 hero points.

So now, let's follow the white marker over to Mary Jane's apartment.
Once you get there Peter will realize he is late for the movie he's going
to with MJ. So you have 40 seconds to get there but don't worry. It's not
far at all. Just follow the yellow marker. It leads to a spot behind the
theatre to change clothes.

Now just work on those hero points and then head over to a nearby spidey
store. Just push BACK to open your map, its the "$" icon.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 7 "Pride and Prejudice"....................................ch7

Goals:
Talk to Jameson at the Bugle
Earn 3000 more Hero Points.

Head over to the Bugle first. Follow the White marker. Jameson wants
you to get down to the sports arena to get pics of spidey being shown as a
fake. So get down there fast and protect your good name. Just follow the
blue marker, its really close by.

After the cinematic, you have to web the thugs running around and drop
them in the pit that is covered in the green light. drop a thug in any
other pit and it's worthless. One tip I can give you is to stand next to
the pit you want and just hit Y+B in any direction and odds are, you'll grab
a thug. then just throw him at the pit, if you are close enough spidey will
make sure he lands inside. Just beat Beck at this for three rounds to win
this challenge.

Now comes the "Gauntlet", its basically a course you have to make it
across in order to win. But beware, Back is trying to hit Spidey with a
laser, 3 hits and you start over. To begin, run to the opposite end of
the row you are on, just follow the blue marker. Its okay if you get hit
once, just don't stop for nothing. At the end use X to hit the switch and the
platform will move to the next section.

Once the platform stops, climb onto the wall of the switch you just pressed.
Then follow the course until you get to the first of 2 moving platforms in
this section. Just take it easy and you should have no problem with this.
Just make it to the next switch and use X to hit it.

On the next section the floor will rotate and drop you off. But seeing as
how you can crawl on walls just crawl to the next switch and move on.

This next one is slightly more difficult. Every other tile rotates then all
the tiles that didn't rotate will proceed to rotate, if that makes no sense to
you then just sit on the moving platform and watch the tiles. Basically to get
by you just have to take it slow and go one tile at a time.

Now you can take a breather. also if you should for some reason get hit 3 times
by the laser, you will restart from this point. Now just hit the switch to move
on to the next section. The tiles here are sliding back and forth, or up and
down depending on how you look at it. Just pass over each one as each lines up
correctly, and don't worry about taking your time.

Now comes the last section. It's also my least favorite. All I can suggest is
for you to jump from platform to platform and pray you make it. Just don't jump
to high or Beck will nail you. But if you have all three hits left you should
be fine. When you make it across, a cinematic starts.

Now all that's left for this chapter is to rack up those hero points.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 8 "Sugar and Spice"........................................ch8

What you need to do this chapter:
Go to Doctor Octavius's Apt
Buy Level 4 swing upgrade
Earn 3000 hero points

So to begin, follow the white marker to the doctor's place. It's the same 
building you went to before. When you get close the marker changes to blue
and you need to go to it and change your clothes again. Once you do so a
cinematic begins. After getting a life lesson from the doc Peter leaves and
remembers that he agreed to see Mary Jane's play tonight. You now have just
over 3 minutes to get to the blue marker. If you hurry, you can make it easily.

At least you could have if some thugs had decided to rob a place tomorrow.
Follow the new blue marker to the scene of the crime and teach them a lesson.
Your first priority is the thug on the roof across the street with the sniper
rifle. take him out as quickly as you can. I suggest dragging him over to you
with your webs. Now you have 5 more thugs on the street to deal with. Use spider
reflexes to take many of them down without much fuss.

NOw a thug with a sniper rifle is in the back of a getaway truck. So now you
need to chase the truck and dodge incoming fire at the same time. Just deal
with them like you other cars you chase. Once the car is permanently stopped,
2 thugs come out and start to fight you. NOw while it may be tempting to fight
them, the thug with the sniper rifle is still a problem, get rid of him first,
then the two other thugs to end this.

Now make your way back to the play by following the blue marker. After this
cinematic Black cat invites you to fight more of the thugs you beat up in the
museum. So another chase sequence follows, just follow her without getting to
far behind, this should be getting easy by now.

Now you have 5 or so thugs to beat up. Just don't get surrounded by them no
matter what. Fight thugs that are out to the sidelines. And don't forget to
use your spidey reflexes and your dodge abilities. The only thing to look
out for is that they seem to have semi automatic weapons. So be ready to dodge
at a moment's notice. When the last thug hits the dirt you get a cinematic.

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
"penguinexdeus" suggests...
in that fight, an easy way to beat those guys is to just hang onto the wall a
decent height up... and just web guys and pull them up to you...then beat on
them when they come near...and they'll fall down... then just repeat it... then
just jump down to finish a few off
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

Now all thats left is to buy the upgrade and get those hero points and then its
on to the next chapter.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 9 "When Aliens Attack"......................................ch9

The "only goal" this chapter is:
Talk to Jameson at the Bugle

Just follow the white marker to the bugle.

Jameson wants you to go to Beck's latest press interview. once you leave the
bugle a Cg movie starts up. Finally we are introduced to Mysterio. Now you have
1:30 to get to the theatre. I suggest you not take your time and make your
way over there quick! Just follow the blue marker. Now what complicates things
is that your destination is inside the building. But as long as you get to the
entrance of the building with 30 seconds left you should have plenty of time to
make your waty to the blue marker. Afterwards a Cinematic starts.

Now you first need to save some reporters from meeting a fiery end. The
priority now are the two hanging over the edge about to fall off. You have
one minute to rescue one of them before he falls, however the one that is going
to fall is the one with the yellow marker on him. Go get him first! To pick
them up just get close to them and press Y, be sure your facing the right way
too.

Once you have someone, take them back to the balcony you started on, drop them
off and go get the next one. Now there is also one more reporter on the
balcony where you rescued the first reporter, get him next. Now all the
reporters that remain are on the main stage. Once you've picked one up, stand
still charge your jump meter to max and release, this SHOULD give you enough
clearance to get onto the balcony. But sometimes it still doesn't work. Just
try to stay away from the main floor, seeing as how its on fire and all.

Now you need to destroy all of Mysterio's mechs that are flying around. Firstly
press DOWN on the D-Pad to activate Camera Lock-On, this will make sure you
always see youre intended target. Now try to take them out in the air with
kicks and punches. If you start to get close to the ground web swing away and
try again. Once the last one dies a cinematic starts.

Now Mysterio is leading his armada to Liberty Island to commit misdeeds,
so follow the blue marker but don't worry, there's no timer this time. Once at
the marker you need to swing along the flying objects until you get to
Liberty Island, at least thats how you are supposed to do it. But if you swing
across until you see "Orbs Destroyed 0/8" in the upper right hand corner you
can just fall in the water, you'll climb out right on Liberty Island. Now you
should see more of those ships floating around the island, web swing onto one
but don't move, it should pull you up really high.

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
junctilop@yahoo.com suggests...
Beat this last night, an easier way to make it to the statue if your not having
any luck with the floating platforms is to head east(using the statue to
represent north) and look up. You should see a helicopter come flying by. Just
look out over the water till you see it and follow it's path inward. Sling your
web to it and just hold the button to dangle from it.
 
Now it will take you out about halfway and turn around to start heading back, on
the way back another helicopter will pass you, just sling from the one your on
to the other one (real easy, got it the first time). This helicopter will take
you out to the island next to the statue. 
 
From there make your way as far as you can to the side of the island by the
statue. Look up again and you will see another helicopter circling from the
statue to the end of the island. Once again sling onto it holding the button
down to have it fly you over to the statue. It will bring you close enough to
activate the orbs.
 
This may be slow, but after falling in the water too many times it let me
move on.
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

Now you need to destroy all 8 of the orbs on the very tip of each strut on the
big platform. No matter what happens, NEVER use your Spider Reflexes, you'll
need them real soon To destroy one, just web swing until you are somewhat close
to the orb, then release the web and just start pounding X, Spidey will be
kinda pulled toward the orb until he winds up hitting it. Do this for all 8
orbs. Once the final orb is released the shield protecting the "Mysterio Brain"
will fall. Wondering where the brain is at? He's on top of the huge platform
attached to the orb struts. I suggest hitting the pole on each strut with your
web-line then try to swing up. Yeah I know its tough but that seems the easiest
way to me.

Now you need to wail on the "brain" thing in the middle. Just 2 problems. First
is the spinning blade along the floor, you probably wanna avoid that. Second
is the fact that the orbs will soon regenerate and you'll have to do all that
swinging again. Soon as soon as you are close to the brain activate those
spider reflexes and just beat the tar outta him, and pray that those orbs don't
regenerate. It should take 5 punches to finish the "brain" off.

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
robbie_dc@msn.com suggests...
After all of the orbs are gone, you should keep swinging until you are in
between two of the poles. You should then use your webs to attach to two poles
at once, making sure that you are facing the brain. Then pull back and charge
your jump to perform the slingshot jump ability. If you do it correctly, you
should be right on top of the brain. You should then start pounding on the
attack button to draw you in closer to the brain to attack it. You don't even
need to use your spider reflexes!
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

Now you need to get to Mysterio's hideout, lucky for you a blue marker
shows you the exact location of it. Make your way there now. Once inside head
over to the bookcase.

Now you are inside "The Fun House of Doom" your first priority is to take out
that bouncing enemy, just be careful, he bounces back and hits you after you
hit him. Once he's dead move forward through the door/mouth. Once inside you
now have 3 of these baddies to deal with at once. Just don't get surrounded and
you'll do fine. After all 3 are dead a door opens and a health icon falls down.
Once spidey is healed move on through the door.

The next room is just a giant circle with fun house mirrors. Everytime Spidey
walks up to one a distorted version of himself comes out. To move on you need
to destroy the mirrors in this room. Technically you would need to face a bunch
of these Doppelgangers in order to break them all, but there's a way to cheat.

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
"hbkid11" suggests...
get 3 of them after you then go around and break all of the mirrors cuz
the max that can be after u is 3.
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

After all the mirrors are destroyed head through the one that looks like an
open doorway. Now just follow the blue marker to end this chapter.

+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Glitch:
Sometimes after leaving Mysterio's Apartment the next chapter refuses to
load and no new markers appear. The only remedy I have seen on the message
boards is to save your game and reset. But be warned. I haven't tried this
since this particular glitch has never happened to me.
+++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 10 "When Good Men Go Bad"...................................ch10

Tasks for this Time:
Buy Level 5 Swing Upgrade
Earn 3000 Hero Points

Just swing around helping citizens for a while, eventually spidey will remember
that Doctor Octavius is having his demonstration soon. So follow the blue
marker at your leisure. The marker will once again lead you to a spot to change
your clothes. A cinematic unfolds.

Now comes one of my most hated levels in this game. I spent a good hour
and a half just trying to beat this level. But At least I can help ease you
through this level. Your main objective is to destroy 4 control panels on the
four sides of this room. Just get close to one and hit X. Luckily the first one
is right in front of you. Now while it may be tempting to try and get it right
away, DON"T. Stand and Watch as the field around the reactor expands to
encompass the controls. This field is BAD, very, very bad. Avoid it however you
can. It will toss you around the room like a rag-doll believe me! The other
threat here are electric discharges from the reactor. If spidey's head flashes
one is imminent. Press B to dodge. The pattern of the field for this panel is:
Big, Small.  Once the field retracts go to the panel and hit X. Spidey will
destroy the panel.

!If at any time you have trouble, try using spidey reflexes to give you an edge!

Now the next panel you can access is to the left of the first, we will be going
clockwise along the wall. After a Panel is destroyed the field's pattern
changes. The next pattern is: Big, Medium, Small. Now run to the left corner,
there are two smaller corners here. these are the only safe spots from the
expanding field and they're gonna be your new best friends. When you are in a
corner don't hold the Left Analog stick at all, because if you need to Dodge
spidey will inadvertently climb the wall and get nailed by either the electric
blast or the field itself.

Once the field isn't in its "Big" mode anymore run to the next corner and
repeat. Now go destroy the next panel. The new pattern is:Big, Medium, Big,
Medium, Small, Medium, Small, Medium. Run to the next corner after the second
"Big". Also be aware that electrical charges become more frequent as each panel
is destroyed. Use the same method as before to get to the next panel and
obliterate it.

Now the new pattern is: Big, Medium, Small, Big, Small, Medium, Small.
(E-mail me if the pattern is different)

So again we want to wait until after the second Big. Try to position yourself
between the left most desk and wall. Here you have less disrance to run it
seems. If your are truly lucky you can make it to the last panel. Don't waste
anytime just destroy the last one and finish this mission!

^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^
doanej2000@yahoo.com suggests...
instead of running to each terminal, i charged up my
jump, and with the sprint button held just jumped to
each terminal.  you said it took you an hour to pass
this, but i found that once i discovered the pattern,
with this super jump, that it was very easy.

(mercurius420 responds... i tried this but got tossed like a rag doll instead)
^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^

I suggest that after all that, you save your game right away!!!
Now you need to earn those hero points and buy that upgrade. Once that is
accomplished Spidey realizes he's late to meet Dr. Connors again. Just follow
the blue marker like usual. As you get close, 4 of Mysterio's flying drones
will attack you. Take them out like the ones at the theatre. 

After they're finished a cinematic plays out. Then continue to
follow the blue marker. After This next cinematic plays out follow the
blue marker to get some leads on what happened. Now enter the building via
the usual method to end this chapter.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 11 "The Underside of Crime".................................ch11

Errands for this chapter:
Meet Aunt May at Bank
Earn 4000 Hero Points

Now you can start on those hero points now, ot you can make your way to
the white marker. Once you get close it becomes a blue marker. Just go up to it
and change clothes. A cinematic will start.

Now for something interesting. You have to fight Doc's goons, avoid their
"grenade launchers", and avoid the tentacles. Needless to say you may want
a full spidey sense meter when you go into this. First get rid of all 3 of his
goons. If you time it right you can get them to shoot each other, just don't
be nearby when that happens! Use as much spidey sense on them as it takes. The
Doc isn't really that much of a menace at this point. Also if the doc does get
a hold of you remember to turn off the spidey sense. No reason to waste it. It
takes about 11 punches to take a single one of these guys out. Less if they've
been softened up by friendly fire.

Once all the goons are down concentrate on the doc. Use B to dodge his
tentacles. They change to red when they are about to strike. And hit Y
when one turns yellow in order to web it up and disable it temporarily.
Try not to stay close to him too much or you'll get hurt. Also use any spidey
sense you may have to help even the odds. Also the lock-on camera helps alot.

Just knock him around a little and he high tails it out of there. After the
cinematic there are 3 thugs in a nearby room. You need to eliminate all of
them to move on. Just handle them like before and don't get surrounded.

Once the last thug is down and out a cinematic unfolds. Once in control again
you need to get to the roof of the bank. You only have 30 seconds to get there.
But thats no problem for a super hero! Just follow the blue marker. When you
get to the roof you need to chase the helicopter for a little while. Just be
sure to avoid the blades on it no matter what! They mean instant death if you
touch them. Don't worry though. If you die you respawn right back on the roof.
Just stay close to the copter or the mission will fail. This chase should last
all of 20 seconds.

Now you need to rescue Aunt May before she gets run over by that train. You
need to web swing straight ahead to get as close to her as possible. Her
location is marked by a blue marker. DON"T try to land in front of the train
and sprint the rest of the way. I found out that Spider-man isn't faster than
a speeding locomotive the hard way.

If you manage to reach her in time you finish this mission and get 1800
Hero Points for your trouble. Just get the rest of the points you need to
finish this chapter.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 12 "Shocking Developments"..................................ch12

Laundry list for this chapter:
Go to your apartment
Earn 4000 more Hero Points

Basically to start off, just follow the white marker to the apartment.
Also just so you know, there is a secret token on the balcony directly above
the apartment. Upon entering you get a cinemtaic. Now you need to follow the
blue marker to the Osbourne Estate. Here you get another cinematic.

Now you get to chase Black Cat again. Everything is the same as before but
this one is slightly more difficult. Also there is a single Skyscraper Token
along the chase. This chase ends in front of a factory of some sort. A blue
marker lies on the door. enter the door and go forward until a cinematic
starts.

Now for a little boss fight. First avoid the turbines in the middle of the room.
They'll just slow you down. Shocker has projectile weapons this time so watch
out! He also has an attack that acts like a tractor beam in reverse.
Also after you land a couple blows he charges up this shield that engulfs
the entire room just like Doctor Octavius's reactor. Your only hope is to run
clear across the room to put as much space between you and shocker as possible.
Spidey Reflexes will help alot to avoid attacks and do more damage to shocker.

After a few hits shocker will call in some troops to fight you. Ignore them
completely. Black Cat will keep them busy. Just put Shocker down as fast as
possible. Also try to get by without using the Lock-on. It makes running
away from him alot more difficult.

Once you wear his life bar down all the way shocker will make his escape.
Now just get those final Hero Points to finish this chapter.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 13 "Cleaning the Slate".....................................ch13

Objectives:
Talk to Jameson at the Bugle
Earn 4000 more Hero Points

Now we need to go to the Bugle. Just follow the white marker. Enter the
building via the usual method. Now you need to follow the blue marker so
you can get a photo of "A Librarian Diplomat" or something, I can't make
out what was said. So follow the blue marker until a cinematic starts up.

Now we are headed to the Speedy-Mart to stop aliens from robbing the joint.
Follow the blue marker and watch perhaps one of the greatest moments in the
game! I won't ruin this battle for you. Just run up to him and let him have it.
Or you could jump into him, or you could just leave. No matter which one you
choose a cinematic will start up.

Once the cinematic is over just follow the blue marker back to the Bugle. Once
inside a cinema starts up with Peter and Jameson. Once you leave the Bugle
another cinema starts up. Afterwards head back to the Bugle where yet another
cinema takes place.

Now you need to go through another Black Cat chase but this one is different.
Some of shockers thugs show up. They all have projectile weapons like shocker.
Just hit them hard and fast and you should be okay. The first batch you meet is
made up of 4 thugs. As soon as the last thug is down the chase resumes.
Shortly after that another batch of 4 thugs shows up. Don't waste spidey reflex
on them. Just beat them up the old fashioned way.

An interesting part of this chase is when you have to follow Cat under a bridge.
Just take it nice and easy and try to avoid falling in the water. This chase
ends outside an old Oscorp factory. Once inside just keep running forward until
you find shocker. No need to worry about thugs or goons here! Follow the yellow
marker if you get lost or disorientated.

Now this battle is different from the last. Shocker has a shield protecting
him. The only way to hit him is to bring the shield down. When the battle starts
out just go around trying to avoid shockers attacks. When Black cat finally
gets onto one of the balcony's near the roof you need to get on the one on the
opposite end of the room from her. Hit a panel you find there with X to bring
shockers shield down for a little bit.

Don't forget that shocker also has all his attacks from the last battle.
Especially that large energy field attack. Just beat him like last time.
You can get things done faster if you hit him while using Spider reflexes.

If you keep getting hit by projectile attacks you can hide behind the pillars
on each balcony.

After a dropping the shield 3 times Cat will drop it permanently. Now just
defeat him like you did before. Now just get those remaining Hero Points to
finish this chapter.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 14 "Burning Bridges"........................................ch14

Criteria for this chapter:
Earn 3000 more Hero Points

Almost immediately after this chapter starts Spidey remembers to go to Mary
Jane's play. You have 5 minutes to make it to the blue marker.
Remember to web sling along the bottom of the bridge. This is much faster
then the alternative. Just land in the giant marker whenever you can. You have
plenty of time believe me.

Once you arrive a cinematic starts. After the movie you need to save MJ from 3
thugs. These guys should be chumps at this point. Don't even bother using
spider reflexes on them. Unless you need to.

After these thugs are done with Spidey will remember that he agreed to meet
Black Cat. So follow the blue marker right to her and a cinematic. The marker
will lead you to the Chrysler Building.(i'm not sure) The marker is up pretty
high. Just land in it to start the cinematic.

Now you and Black Cat are headed to a warehouse, but things are different
this time. Instead of chasing her, you are racing her. All I can suggest is to
try to avoid crashing into things. It's ok if you lose the race, but I
wonder if you get something special for beating her?
(sidenote, all you get is a different cinematic, nothing amazing. Just 500
Hero points)

When you reach the end a cinematic unfolds.

Now you get to meet a new baddie, I call them "Metal Mechs". They have Rocket
Launchers and some other kind of projectile weapon. All I know about them
is they are bad news. Also there are various thugs with guns and sniper
rifles around the factory.

Now you could jump down there and battle all 8 of the enemies at once. You'd
probably have to dodge alot and try to get the Metal Mechs to shot each other
with their missiles while you punch them from behind. But that sounds like too
much work. The easiest thing to do here is find a safe spot on the roof and
let Black Cat do all the work. Yes I know its not the most heroic thing to do,
but it is the easiest. And it should only take 10 minutes for her to do it.
Once they're finished a cinematic comes up. as well as 1500 hero points

After Spadey does some thinking about his life he decided to find Black Cat.
Just follow the blue marker right to her. A cinematic will play.

Now you need to follow this blue marker to Mary Jane so you can talk to her.
(Makes you wish Spidey would invest in a cell phone doesn't it) The marker
will lead you to the roof of MJ's apartment where you can change clothes.
Once you do a cinematic comes on. After that cinematic you get to control
spidey for all of 20 seconds before another starts up.

After that cinematic you just need the rest of the hero points to finish
this chapter.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 15 "To Save the city".......................................ch15

Your goal this time around:
Go to your Apartment

///////////////////////////////////////////////////////////////////////

Be warned, arriving at your apartment is a sort of "Point of no return".
Things will be set into motion that can only be stopped by beating the final
boss. Make sure you have all the upgrades you want BEFORE entering the
apartment

\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\

Just follow the white marker back to your apartment. Depending where you are on
the island it could take a while to get there. Once there your reward is a
cinematic.

you now have 1:50 to get to your destination, which is identified by the
blue marker. you need to land on top of the building so you can change clothes.
You should be able to make it there with 1:05 left on the timer. Upon your
arrival you get a cinematic.

After this cinematic you need to get to the blue marker within 1:50.
You should be able to make it with more them 20 seconds to spare. Just land on
the marker atop the building to move on. A cinematic will play.

+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+

From Here on out I will not hold back on Spoilers. Read at your own Risk

+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+

Now comes a very interesting boss battle. You need to fight Doc Ock on top of a
moving train. First web swing your way onto the train. Just follow the blue
marker. Once on the train you find that the marker is on the Doc's location.
So make your way to the front of the train.

The Lock-on works wonders in this battle!

Like the bank you need to press B to Dodge whenever you see a tentacle turn red.
And press Y when you see the tentacle go yellow to web it and disable the
tentacle. When you think you have an open shot hit the spidey reflexes and start
laying the smackdown. this battle shouldn't last very long if you can keep this
up.

Also remember above all else, DON"T fall off that train or you'll have to chase
it down. If Doc Ock get a firm grip on you I can almost guarantee you won't
be riding this train for much longer.

If things get desperate you can just go to your local spidey store and
buy some health. That is if you don't mind catching the train again. It
should take 5 or 6 hits while in reflex mode to bring this menace down.

Spidey has to save the train that Doc Ock sabotaged. Spidey succeeds in stopping
the train but loses consciousness. Doc Ock takes spidey back to oscorp to
fulfill his deal with Harry.

When Harry discovers that Peter is Spider-Man he is obviously shocked.
Peter is now desperate to stop Doc Ock and asks Harry where he could have gone.

You now have 1 minute to get to the Doc's new lab. Follow the blue marker. You
need to land on the roof of a building near the ocean. Preferably the right
hand side if you can. Enter the building via a skylight to engage another
cinema. Clowning around on the way there I only managed to get there with
1 second and a half to spare.

In this cinematic Spidey tries to save MJ but winds up getting unmasked
by Doc Ock right in front of her. Now just about the only person who doesn't
know who Spider-Man really is would be Aunt May. guess that identity
isn't so secret anymore?

Now this next part is a repeat of the level where you diffused Doctor Octavius's
reactor. But it's been made more annoying. First you need to disarm 9 panels
spread all over the room. Second Doc Ock is now chasing you around the room as
you disarm the panels, and he has an impenetrable shield protecting him. So
just avoid him if you can. Third the electrical discharges are now more
frequent, so be ready to dodge at a moments notice. Fourth there is no real
floor in this room. Not in the center of it at least. Watch out for the water
below. Touch it and you die! And finally that annoying expanding field has
returned with no real pattern to it as far as I can tell.
Needless to say you have you work cut out for you:)

First off start moving the second you regain control of Spider-Man because you
probably want to avoid the mean scientist with 6 arms standing right in front
of you!

The first panel you should get is near the roof. You'll need to stick to the
panel itself in order to reach it. Once on the panel press X to disarm it. the
counter in the upper right should drop down to 8. Congratulations, you got the
second most difficult panel in this room.

Now you need to hit 4 panels located on platforms in the 4 corners of the room.
There is no real strategy for these. I can tell you they seem to be the easiest
as far as I can tell.

Now you should only have 4 panels left. 3 of them are located through the
only doorways in the entire room. Just be sure not to get cornered by Doc Ock.

Now comes the final panel in the room. Unfortunately its the hardest one to
reach in the entire room. It is located UNDER the floor. NOw how do you get
under there? Between two of the doors is a hole in the floor. its by a corner
as well. If you fall into it you land on a second floor. The final panel is on
the far corner of the side of the room you are on. If that made absolutely no
sense look for the red light. now crawl along the wall like a mad man and
disable that final panel. If you are truly lucky and manage to reach the panel
a cinematic plays.

The reactor refuses to shut down. But all that wasn't worthless. The explosion
manages to disable Doc Ock's shield. Now comes the final battle.

First activate Lock-on camera. Doc Ock should be right beneath you. Like the
train battle you need to hit Y when the tentacle goes yellow, and B when it
goes red. Once you think you have a clear shot go into Spider Reflexes and end
this once and for all!!!

Just be sure you are careful not to fall into the water. Otherwise the Boss
battle starts over.

Once the final blow is struck a CG movie starts up and...

+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+
Okay so I lied about holding back the spoilers. What kinda man would I be
if I ruined the ending of this game and the movie for you???
+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+-+

After the credits...

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 16 "The First Day of the Rest of Your Life".................ch16

Goals:
Earn 50000 more Hero Points.

Yes thats not a typo, Fifty Thousand Hero Points. Now you may be asking
"What happens when I get all that". Well why ruin the "surprise"? If you start
cracking now you could have them all in a day or two. I suggest not looking for
tokens, they don't really give you enough points, not nearly as many as helping
some citizens can get you in just a couple minutes.

Okay so that should keep you busy for a while. Hopefully you'll be so busy you
won't e-mail me asking when I'll update this thing again. At least not for a
while anyway.

-----------------------------------------------------------------------


-----------------------------------------------------------------------

Chapter 17 "The Second day of the Rest of Your Life"

Buy Swing Upgrade Lv 8
Cost: 50000

Well thats it. The faq/walkthrough is over. Go buy that upgrade and look for
more tokens. Once you find the complete set of skyscraper tokens you get a
"reward" in the Spidey Store. But I'll leave that surprise for you!!! 

-----------------------------------------------------------------------
***********************************************************************
=======================================================================
Combat Combo's..............................................com

Here we have a list of the button presses needed to perform combo's on thugs.

Grapple..............................................Hold Y+B
Rising Knee Kick.....................................X,Y,A
Yank Behind..........................................X,Y,B
Earth Breaker Punch..................................Y,X,A
Launch Kick...................(After Dodging Attack).X,A
Dizzy Strike.........................................X,X,B
Multiweb Hammer......................................X,X,Yx6
The Hero Punch.....(Charge Jump Meter to full first).X
Interceptor Kick.....................................Y,X,Y,X
Jaw Launcher.........................................X,X,A(Only In Spider Sense)
Air Pile Driver.......(While Grappling Enemy in air).B
Web Hanger...........................................X,X,Y,A
Double Heel Kick.....................................X,X,B,X
Stair Step Kicks Combo...............................X,X,A,(Then X Rapidly)
Super Web............................................Y,X,Y,Y
Whirlwind Kick.......................(After Dodging).X,X
Rising Shoulder Charge.....(Fully Charge Jump Meter).X
Air Web Slam..........(While Grappling Enemy in air).Y
Spider Missile..(While wallsprinting or Walljumping).X
Multi-Web Tie Lv 1......(While web tying an enemy)...Press and Hold Y
Multi-Web Tie Lv 2...(While web tying two enemies)...Press and Hold Y
Multi-Web Tie Lv 3...(While web tying three enemies).Press and Hold Y

Thanks goes out to Midwarrior for requesting this information

=======================================================================
Collectibles................................................col

Red Spider-Man Icon..................................100% Health Increase
Yellow w/ Building...................................Skyscraper Token
Yellow w/ Exclamation Point..........................Secret Token
Yellow w/ Bouy.......................................Bouy Token
Green Question Mark..................................Hint Marker
Green Question Mark w/ Yellow Border.................Previously Collected Hint

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

FAQ.........................................................faq

--
"When will you update this FAQ next?"
When I find something new or if I comeup with something else needed
in here.

--
"If found this cheat code to play as..."
Just so you know Activision and Treyarch have said there are no
costume changing cheats, sorry.

--
"Where is the Spidey Store?"
As you swing around the city look at your radar for a green building with
a star on it. Thats the place. Just Enter and look for the spnning icon.

--
"How do I hang thugs from a light post?"
First buy the combo "web hanger". then perform the combo on a thug.

--
"Do I have unlimited webbing like in the movie?"
Simply put, yes.

--
"Where is Ground Zero at?"
Head toward the Financial District. Once there open up the map screen.
Now look for the letters "FC". Ground Zero is located between the "FC" and the
Financial District. Its the big open area without any buildings. Also two
groups of spotlights are found there. It is in the southern part of the island.

--
"How do I get to the Statue of Liberty/ Ellis Island?"
Head toward the Statue of Liberty. When you get to the edge of Manhatten
you need to attach your webline to a helicopter. To do this just jump up
without touching the left analog stick. At the height of your jump shoot
a webline and it should automatically attach to the helicopter. Now you
just need to avoid hitting any buildings and you will head out over the ocean
toward Ellis Island. Once there you need to find another helicopter that will
take you to Liberty Island.

--
"What can I do on Ellis/Liberty Island?"
Not much really. Just a couple Secret tokens and a few challenges.

--
"I can't beat the final boss battle, can you help me?"
All I can say is try, try, try. Or you can ask your fellow gamers on the
Spider-man 2 message boards @ gamefaqs.com.

--
"Where is Peter's/MJ's apartment?"
Look on your map for a PP/MJ icon. That is where Peter Parker's/Mary
Jane's apartment is located at.

--
"How do I unlock the Battle Arena/Movie Theatre?"
Beat the game and then you can buy them at your local Spidey store.

--
"The Battle Arena is tough, how do I win?"
The only suggestion I have for you is to improve your combat prowess.

--
"Where is the Movie Theatre?"
It is located a short distance away from Mary Jane's apartment.

--
"Where are all the movies in the theatre? I only have a few crappy ones."
Sorry but thats all you get. If you want to watch the cinematics in the
game you'll need to start a new game.

=======================================================================
Secrets.....................................................sec

Sorry to break it to all of you out there, but there are NO secrets to
be had in this game it seems. Sorry if this disappoint you but thats how it
seems.

=======================================================================
Thanks......................................................thk

First a big thanks goes out to Activision and Treyarch for making a
Spider-Man game that was fun from beginning to end.

Also thanks go out to aux of gamefaqs.com for helping me with how the faq
should look and for helping me layout the table of contents.

Plus thanks go out to Bruce Campbell for giving me a reson to collect all
the hint markers.

Thanks go to all of you who sent me siggestions and tactics for the various
tough parts of this game.

=======================================================================
Contact Info:...............................................cct

If you have any suggestions or comments or questions e-mail them to
darkeco420@wmconnect.com Just make sure your e-mail is only concerning
this game or FAQ.

If you are having trouble with a certain portion of the game then try the
message boards @ gamefaqs.com

=======================================================================
Copyright 2004 Frank Ford-Spacht

All trademarks and copyrights contained in this document are owned by
their respective trademark and copyright holders.

This may be not be reproduced under any circumstances except for personal,
private use. It may not be placed on any web site or otherwise distributed
publicly without advance written permission. Use of this guide on any other
web site or as a part of any public display is strictly prohibited,
and a violation of copyright.

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