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FAQ/Walkthrough by xcloud287x

Version: Final | Updated: 07/27/04

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Spider-Man 2 for the PS2
Final Version
By: Jon Murray
E-mail: jonjon287@aol.com

Version History: 
Final-Chapters 15-17, Boss FAQ, Scenario FAQ, Combos, Closing, Thanks, 
and Copyrights all completed-7/12/04.
.4-Chapters 9-14 completed-7/11/04.
.3-Chapters 6-8 completed-7/10/04.
.2-Character Info added and Chapters 3-5 completed-7/9/2004.
.1-Cast, Table of Contents, The Basics, Controls, and Chapters 1-3 of 
the Walkthrough completed-7/8/2004.

Peter Parker/Spider-Man: Tobey Maguire
Dr. Otto Octavius/Doctor Octopus: Alfred Molina
Mary Jane Watson: Kirsten Dunst
Tour Guide: Bruce Campbell

Table of Contents:

I. The Basics
II. Controls
III. Character Info
IV. Walkthrough
V. Boss FAQ
VI. Scenario FAQ
VII. Combos
VIII. Closing
IX. Thanks
X. Copyrights

I. The Basics

In this game, you will play the role of the legendary Spider-Man. As 
him, you will travel through all of Manhattan, coming across familiar 
landmarks, such as Times Square, the Empire State Building, and even 
Ground Zero.  The way the game is played is left entirely up to you. As 
the player, you have the choice of helping innocent pedestrians on the 
streets to fighting classic villains, such as Rhino, Mysterio, and Doc 
Ock. You will also come across a familiar ally: Black Cat. The crimes 
you fight on the street will mostly be repetitive: recovering purses, 
balloons, and stolen cars, to helping pedestrians by bringing them to 
the hospital or by stopping them from falling off buildings.

There are two modes of swinging from buildings. There is Easy Mode and 
Normal Mode. With Easy Mode, you only have to hold onto the R2 button. 
With Normal Mode, you have to hold onto the R2 button, jump, and swing 
again. It is more difficult, but either way works fine.

Your main objective of a mission will be shown as a blue circle where 
you must go to in order to continue. If there are numerous objectives, 
the location will be shown with white and yellow circles. There are 
also green circles on the streets with question marks in them. They can 
either be hints or people asking to help others on the streets. 
Secondary missions will begin this way.

II. Controls

Square: Attack/Action
Circle: Evade/Climb walls (Spidey sense)
Triangle: Web (hold to tie)
X: Jump (hold to charge)
R2: Web Swing
L2: Sprint
Left Analog Stick: Move
Right Analog Stick: Rotate camera
L1: Spider reflexes
R1: Re-Center Camera
START: Pause

III. Character Info

In this section, there is detailed information on each character in the 
game. It's only meant to be informative and for your enjoyment, so 
enjoy! Another note: this information is based on the movie's story, 
which is somewhat different than the comics.

Peter Parker/Spider-Man: Peter Parker was a great student and caring 
nephew to his Uncle Ben and Aunt May, but his schoolmates had little 
respect for him. One day, Peter went to a science exhibit on 
radioactive spiders. One of them escaped and bit Peter, turning him 
into the legendary Spider-Man! As Spidey, Peter has a lot on his hands, 
between his job at The Daily Bugle and pizza parlor, his friends MJ and 
Harry, and his most important job: saving Manhattan from the baddest 
villains around!

Dr. Otto Octavius/Doctor Octopus: Dr. Otto Octavius is a brilliant 
atomic scientist who created a harness with four mechanical tentacles 
that aided him in his radioactive studies. One day, an accident 
occurred that would change his life. The tentacles became permanent and 
took over his nervous system, creating the infamous Doctor Octopus.

Mary Jane Watson: Mary Jane is literally the girl next door to Peter. 
Peter always cared/loved her, but he never really told MJ. MJ went out 
with Peter's best friend, Harry. When they broke up, she wanted to be 
with Peter, but due to Spider-Man, it would not be able to happen. MJ 
does not know for sure if Peter is the man behind the mask or not.

Harry Osborn: Norman Osborn's son and the new head of Oscorp. He is 
also Peter's best friend. His main goal in life is to kill Spider-Man, 
who he believes is the killer of his father, not knowing that his 
father was the Green Goblin all along.

J. Jonah Jameson: Peter's employer and the publisher of The Daily 
Bugle. He believes Spider-Man is a menace and a villain, and that the 
world would be a better place without him.

Doctor Curtis Connors: Peter's science teacher at college. He is also 
the future villain The Lizard. Due to his knowledge of regeneration, 
when he becomes The Lizard, he is able to grow his arm back.

Black Cat: In actuality, she is Felicia Hardy, a former Cat Burglar 
like her father. All her bad luck turns out to be cause from a genetic 
mutation. She is one of Spidey's most famous allies.

Rhino: His real name is Alex O'Hirn and is a big villain in the Spidey 
world. Rhino is actually wearing a thick suit, which enables his 
powers. His suit is a replica of rhinoceros skin, so he can withstand 
fire, cold, and explosions. The suit gives him superhuman strength, 
speed, and endurance.

Mysterio: Mysterio is really Quentin Beck, a stunt man from Hollywood. 
His abilities are creating illusions and hypnotism. His major goal was 
to stimulate Spider-Man's abilities.

The Shocker: In actuality, The Shocker is Herman Schulz, who makes an 
appearance out of costume when Quentin Beck challenges you at the 
arena. You end up fighting him later on anyway. He uses Vibro-Shock 
units to create electric blasts. 

IV. Walkthrough

Chapter 1: What Might Have Been

Objectives: Learn the basics.

Throughout this chapter, you will be taught the controls/basics of the 
game. The Tour Guide/Narrator will be the one directing you. The first 
thing he will teach you is to climb walls using the circle button. 
After that, you will learn how to jump by pressing the X button. A blue 
target will appear after this for you to follow, so go ahead and do 
that. The target leads you to the top of a building nearby. When you 
reach the highlighted area, this short chapter will come to an end.

Chapter 2: A Day in the Life

Objectives: Fight Crime.
		Buy Swing Speed Upgrade from Store.

Now comes the fun part. Run straight ahead and jump off the building. 
You will now learn how to web swing from building to building by 
pressing R2. Eventually a robbery will begin to take place as you are 
swinging so follow the blue target until you find the escaping car.

The robbers will leave the car when you catch up to it. Fight all the 
bad guys while following the Tour Guide's advice by using an uppercut.

When all of the bad guys are defeated, return to the arcade. After 
completing your first objective, follow the next blue target to the 
Spidey Store. When you are there, buy Swing Speed Level 1 to complete 
the second objective and finish the chapter.

Chapter 3: Punctuality is the Thief of Time

Objectives: Go to Pizza Parlor.
		Earn 2000 more Hero Points.

Save your game if you would like as the Tour Guide recommends doing so. 
Before you get started on your objectives, you first have to make it to 
Dr. Connors's class by following the blue target (Dr. Connors 
eventually becomes the Lizard to all you Spider-Man fans). Along the 
way, a woman will scream for help, so you will have to take a little 

A bunch of criminals are robing a woman's briefcase, so go after them! 
When you finish beating them, you will return the briefcase. Then you 
have to continue your way to Dr. Connors's class, so follow the blue 
target once again. You will find a glowing area on a roof nearby. Go 
there to change into Peter Parker. After Dr. Connors scolds you, return 
to your objectives. Now you can help pedestrians in need on the 
streets. It is up to you which way you go with this, so just keep in 
mind that you need 2000 Hero Points and to fight as much crime as you 

Eventually Spidey will bring up MJ and how you are supposed to meet up 
with her, so follow the blue target. You will have to change into Peter 
Parker again after reaching the target. After your rendezvous with MJ 
and Harry, it's time to get back to your objectives. Head for the pizza 
parlor if you already have all 2000 Hero Points. If not, then get the 
Hero Points and go there. The pizza parlor is the white target. When 
all of your objectives are completed, you will have to go meet MJ 
again, so follow the blue target. You will have to change again in an 
alleyway nearby. During to conversation with MJ, Spidey will spot some 
bad guys up to no good. Chase after them into a building.

Inside the building, there will be many enemies, so if you are having 
trouble, press L1 to go into Spider Reflexes mode which will make it a 
lot easier. When you are finished fighting, you will run into one of 
Spidey's most famous allies: Black Cat!  

You will have to chase after Black Cat on the rooftops until she stops 
running. Use your web swings and charged jumps to keep up with her. You 
can either follow the white trail she leaves behind or follow the white 
arrow floating around Spidey. Use the bar on the top right to see how 
far you are from Black Cat. She will eventually tire out and that is 
your opportunity to talk to her. When your conversation ends, this long 
chapter will end as well.

Chapter 4: All in a Day's Work

Objectives: Complete Daily Bugle Assignment.
		Buy Level 2 Swing Upgrade from Store.
		Earn 3000 more Hero Points.

First things first. Make your way to The Daily Bugle. It's the white 
target on the screen. When you are on the roof, go to the left side of 
the vent on top and walk through the middle. You will end up in the 
men's room of The Daily Bugle. As Peter, walk to the new blue target to 
talk to Betty the secretary and J. Jonah Jameson. Your assignment is to 
get pictures of the city from a big building, more specifically, the 
Empire State Building. With that said, go back to the men's room and 
change back into Spider-Man.

When you are back outside, follow the yellow target. The building will 
be very close by. When you reach the target, you will find a circle 
with a purple camera in it. Press the square button when you are there. 
You can get there by wall climbing. The next yellow target will appear 
higher up, so wall climb and jump your way there. After you take the 
picture from there, the next yellow target will appear even higher up. 
Again, go there and take the picture. The second to last photo will be 
taken at the top of the building near the antenna. There should also be 
a Skyscraper Token there. Take the picture and the token. When you are 
finished, you will have to return the pictures to The Daily Bugle, so 
follow the blue target.

Go inside and change again once you are there. Bring the photos back to 
the main office. After you are done talking to Robby, go to see J. 
Jonah Jameson. After the cut-scene, go back to the men's room and 
change into Spider-Man. When you leave the building, there will be a 
loud explosion, so Spidey goes to check it out. What do you know, it's 
our old friend Rhino! You will now fight the first Boss fight of the 

In order to win this fight, you will have to be able to use your Spidey 
sense. When your head flashes, press circle to evade the attack. You 
will have to do this numerous times and eventually Rhino will get dizzy 
and stand still. Now is your opportunity to attack. Go and give Rhino 
all you got until he gets back up. You won't be able to hurt him any 
other way, only when he is dizzy. His two major attacks are spinning 
around and charging at you, both which can be dodged easily with the 
circle button. Keep an eye on Rhino's health to the right and your own. 
If you feel like you might lose, then just press L1 and enter the 
Spider reflex mode to make it easier. He shouldn't cause you too much 

To complete this chapter, all you have to do now is get 3000 Hero 
Points if you don't have them already and buy the Level 2 Swing Upgrade 
from the Spidey Store. Go ahead and do that if you haven't already by 
fighting street crimes. Now is also a good time to save and buy other 
upgrades and combos from the Spidey Store.

Chapter 5: A Meeting of the Minds

Objectives: Go to Doctor Octavius's Apartment.
		Buy Grapple Attack upgrade from Store.
		Earn 2000 more Hero Points.

While you already are at the Spidey Store, you might as well buy the 
Grapple Attack while you are there. If you don't have enough Hero 
Points, then just come back later after you gather enough. That takes 
care of the second Objective right off the bat.

When you are finished doing that, follow the white target to Doctor 
Octavius's apartment. Feel free to help pedestrians along the way to 
make your quest for the Hero Points easier. When you finally get to the 
apartment, change your clothes again and watch the cut-scene. When it 
is over, go finish collecting Hero Points if you haven't already and 
end this short chapter.

Chapter 6: Cat and Mouse

Objectives: Find the 5 Photo Op Tokens.
		Go to Mary Jane's Apartment.
		Buy Level 3 Swing Upgrade from Store.
		Earn 2000 more Hero Points.

The best way to start off this chapter is to get the 5 Photo Op Tokens 
out of the way. To do that, follow the yellow target on the screen. 
Feel free to help pedestrians along the way. When you get close to the 
yellow target, it will turn into five yellow targets. The targets will 
be on different buildings surrounding the park. Just swing to each 
target where there will be a purple Photo Op Token like in Chapter 4. 
All you have to do this time is walk into the token.

When all five tokens are collected, a cut-scene will begin and you will 
see Black Cat again. A blue target will appear on the screen so follow 
it. Another chase after her will begin. Keep your eye out because along 
the way you will come across two Skyscraper Tokens. After you catch up 
to Black Cat, it's on with the objectives.

Follow the white target to MJ's apartment in Soho. Once you get there, 
you will find a note and a time trial will begin. You have to get to 
the movies in forty seconds. Just follow the yellow target and you 
should make it there in time. You'll find a yellow icon to change your 
clothes again and you will meet up with MJ. After that, all you have to 
do is get the rest of your Hero Points and go to the Spidey Store to 
buy the Level 3 Swing Upgrade, which finishes the chapter.

Chapter 7: Pride and Prejudice

Objectives: Complete Daily Bugle Assignment.
		Earn 3000 more Hero Points.

Start off the chapter by going to The Daily Bugle, represented by the 
white target. Enter the building the same way as you did in Chapter 4. 
You will find out that a man named Quentin Beck (read biography above) 
has challenged Spider-Man to show the world he is a fake. Go back into 
the men's room and change your clothes. Follow the blue target to the 
sports arena. There's a Secret Token on the roof of the sports arena in 
the center. After you get it, enter the arena to begin the challenge.

In the first event, you will have to go around collecting criminals in 
the arena and drop them off into a pit. There are three pits. You need 
to pick up the criminals and drop them into the green pit in order to 
win. Eventually the pits change colors so you have to keep an eye out 
to where the green one is. The best way to do this is stand by the 
green pit, press triangle and then circle to pick up the criminal, and 
then throw him into the pit. If the pit changes colors, then just move 
to the new green one and stand there while capturing the bad guys. Keep 
an eye on the score to the right. You can still get points if you throw 
the bad guys into the pit when it's yellow and changing to red. There 
will be three rounds in all.

The next and last event is an obstacle course. In order to get through 
it, you will have to use L2 to sprint and get to the switches resembled 
by the blue targets. When you get to each switch, press square to move 
on. You don't want to be seen or Quentin Beck will shoot you with an 
electric cannon. When you start the obstacle course, you will see a 
path straight ahead of you. The walls on the left will drop in order, 
but they can be easily passed if you just wait for them to start over 
at the beginning. After all the walls fall, hold L2 and just run to the 
other side where there will be a switch. When you get to the switch, 
press square.

After you press the switch, the platform will move up. Now you have to 
use your wall climbing skills to reach the next switch. Start wall 
climbing on the platform where you hit the switch and move onto the 
black wall. Along the way you will see some gaps in the path. A single 
platform will be moving back and forth from these gaps, so wait for it 
to come and just keep wall climbing. There will only be two gaps. 
Eventually you will make it to the next switch, so press it using 

The switch platform will move to an area protected by a wall, but the 
floors will be rotating, which will knock you off. There are two ways 
to get by this: you can either wait for the rotating floors to get to 
the other end and then start running across them since it will start at 
the beginning or you can just wall climb on the black wall next to it. 
At the end is another switch, so press it with square and it will move 
on to the next area.

You're almost there. The next area will have a wall, but each wall will 
be rotating in a patter. The first, third, fifth, etc. will rotate 
together and the second, fourth, sixth, etc. will rotate together. 
You'll have to wall climb across, so just be ready to move after the 
wall ahead of you is done rotating. At the end will be another switch, 
so hit it and move on. 

In the second to last area, there will be a bunch of platforms moving 
up and down. What you have to do here is wall climb from platform to 
platform as they move past each other. Just wait for the platform to 
start sliding past and wall climb using sprint onto the next one. At 
the end is the second to last switch, so hit it and move on to the very 
last section.

The last section is the hardest. The platforms that you must jump on 
will rotate and face Quentin Beck if you stay on it close to the switch 
platform you are standing on. Just jump from platform to platform until 
you get to the switch (the blue target) on the other side. Don't jump 
to high or Beck will shoot you. Don't be discouraged. If you fall off 
and have already been hit by the cannon or even if you weren't hit, 
just try swinging to the platform with the switch if you can. It's a 
little easier to do that than to try getting back on the platforms. 
After you hit the last switch, the challenge will end and there will be 
a cut-scene.

You will get 1500 Hero Points for completing the first objective of 
this chapter, The Daily Bugle Assignment. Now all you have to do is get 
the rest of those Hero Points and this long chapter will come to a 

Chapter 8: Sugar and Spice

Objectives: Go to Doctor Octavius's Apartment.
		Buy Level 4 Swing Upgrade from Store.
		Earn 3000 more Hero Points.

Start off this chapter by completing the first objective. Follow the 
white target to Doctor Octavius's apartment. Feel free to fight crime 
in the streets along the way. The white target will turn blue when you 
get close. You will have to change your clothes again, so press square 
to do so, and then there will be a cut-scene. After that, your first 
objective will be completed. Spidey will remember that he was supposed 
to go to MJ's play tonight. You have three minutes and twenty seconds 
to make it there, so swing away. Just follow the blue marker.

When you reach the place, a cut-scene begins and a huge explosion takes 
place. Spidey never wins, does he? Follow the blue target and take care 
of the sniper on the roof first. After he is taken care of, jump off 
and fight the five bad guys on the street. Hit L1 and use your Spider 
reflexes if you are having trouble. When they are all taken care of, 
three more bad guys will escape in a car resembled by a blue target. 
Chase after them, but try taking out the sniper in the back first. When 
you get close, use your web grapple (triangle and then circle) to pull 
him out and beat him. Then continue chasing the car. After you land on 
it and punch it using square, two bad guys will come out, so fight them 
both. When that's over, it's time to follow the blue target back to the 

Black Cat will appear again. She tells you about the hideout she came 
across of the bad guys who tried robbing the museum when you first met 
her. Like always, you will have to chase after her on the rooftops. 
Along the way, she will stop and there will be a cut-scene. After that, 
you have to keep chasing after her. Eventually you will come across the 
hideout of the bad guys. Now have fun and fight alongside Black Cat 
until all the bad guys are finished. There's also a Secret Token in one 
of the corners of this hideout. After the cut-scene that occurs after 
the fight, go and finish your last two objectives. Just help people on 
the streets until you get those Hero Points. You shouldn't need much 
due to all the fighting that took place already. After you buy the 
Level 4 Swing Upgrade from the Spidey Store, the chapter will end.

Chapter 9: When Aliens Attack

Objectives: Complete Daily Bugle Assignment.

Follow the white target until you get to The Daily Bugle. As soon as 
you enter, an automatic cut-scene will begin. You have to go to Beck's 
news conference, so go back to the men's room and change back into 
Spider-Man. Another cut-scene will begin and you will be introduced to 
Mysterio. When it's finished, you have a minute and thirty seconds to 
make it to the theater, the blue target, so swing away. When you get to 
the theater, you still have to go inside, so go through the entrance 
and run up a bunch of stairs until you get to the theater itself. You 
will still be following a blue target.

Watch the cut-scene and all the mayhem surrounding you. We have to save 
those people! First, go to the yellow targets and save the reporters 
hanging on the balconies. You should have had some practice with this 
by now from all the street crimes you've been fighting. Drop them off 
on the balcony where you started. After both of them are taken care of, 
there will be four more reporters on the main stage. When you have one 
of the reporters, use a maxed out charge jump and web swing to make it 
back to the balcony from which you started in one go. After all of the 
reporters are saved, it's time to take out Mysterio's henchmen. Use 
punches and kicks in the air to take them all out. When they are all 
destroyed, a cut-scene will begin. Mysterio tells you that his armada 
is at the Statue of Liberty, so that's our next target.

Follow the blue target. The only problem is, the Statue of Liberty is 
on Liberty Island and we have to go across water to get to it. You will 
know you are there when you see that Lady Liberty is no longer looking 
like her usual self. A cut-scene will begin and Spidey will mention 
that there are UFOs in the air. That's your ticket to getting to 
Liberty Island. Swing from UFO to UFO (more specifically, the orbs 
hanging underneath them) until you get to the island. Don't be 
discouraged if you fall into the water. You won't die; you only have to 
start from the beginning and swing over again.

When you are there, a bar will appear to the right that says Orbs 
Destroyed 0/8. Your job now is to destroy these orbs. Before you do 
that though, look for a Secret Token on the ground. Mysterio has 
replaced Lady Liberty with a statue of himself! It's time to get rid of 
this menace! All the orbs are above the statue, so what do you do? 
Swing on the UFOs by the base of the island and some will carry you up 
to the orbs. Hold onto R2 until you get near the orbs, then keep 
pressing X and you will sort of get sucked to it. That's your chance to 
punch it. It only takes one punch to destroy the orb. Don't use your 
Spider reflexes! You will need them shortly. Keep destroying the orbs 
until there is none left. It gets easier when you get the hang of it 
because all you have to do is swing to the next orb and when you get 
near it, keep pressing X like before. You'll be done in no time.

The brain will be vulnerable by this time. You'll see its health to the 
right. Swing from the area with the orbs to the platform in the middle, 
which connects them all. The brain will be in the middle here. Now is 
the time to use your Spider reflexes, so hit L1 and keep punching the 
brain. It will take about five punches, but don't waste your time, 
because if you wait too long, the orbs will appear again and you will 
have to do everything all over.
When you are finished, the Statue of Liberty will turn back to normal. 
Now you will have to go to Mysterio's apartment. Luckily we know where 
it is so follow the blue target. There will be a cut-scene, and Spidey 
will end up on land. Follow the target to a big building. Start wall 
climbing up the building until you find an open window by the target. 
That's Mysterio's apartment, so you will automatically enter. When you 
are inside, another blue target will appear leading to Mysterio's 
bookcase. A cut-scene will begin and you will end up in front of 
Mysterio's Fun House of Doom. When you are there, Mysterio will send 
one of his cohorts after you. When you fight this clown (literally), 
make sure you run away from him when you knock him down because he 
performs a nasty counterattack on his way back up. When he is finished, 
enter the Fun House of Doom.

When you are inside, Mysterio will send three more of these bad guys 
after you. Just use the same strategy as last time and they will be 
finished easily. A cut-scene will begin after this and you will jump 
down a shoot into a new room full of mirrors. These mirrors send 
distorted Spidey clones after you. Your main objective in here is to 
destroy the mirrors, more specifically, every third mirror. It can't 
just be any third mirror. You have to destroy a mirror and see if there 
is a laser coming out of it. If there is, then you are on the right 
track. That's when you start destroying every third mirror from the one 
with the laser. There should be about eight in all. Try keeping away 
from the mirrors as you head towards them so you don't have to keep 
fighting unnecessary fights. When that's finished, one of the mirrors 
will light green around the edges and turn into a doorway. Go into 
there and you will come across a Mysterio hologram. Why can't this guy 
just fight us in the open? Another blue target appears so follow it to 
end this long chapter.

At this point, the chapter may not end. This doesn't mean you didn't 
complete your objective; there is actually a glitch in the game. Due to 
numerous e-mails requesting help about this, I am sorry that I do not 
have much to say since I have never experienced it. Others suggest to 
save the game and restart, so you should take their advice and 
hopefully it works.

Chapter 10: When Good Men Go Bad

Objectives: Buy Level 5 Swing Upgrade from Store.
		Earn 3000 more Hero Points.

Sounds easy enough, right? Start collecting those Hero Points. Sometime 
along the way, Spidey will remember that Dr. Octavius's experiment is 
going to start soon. Follow the blue target to Dr. Octavius's apartment 
like you have done so many times before. When you are there, change 
your clothes using square on the roof like you have done before. 

After watching the cut-scene, you will have to shut down the 
containment field in Dr. Octavius's apartment. There are four switches 
blinking red around the room. You have to go after each one and punch 
it to destroy it. When Spidey's head flashes, make sure you press the 
circle button to dodge the incoming plasma blasts. Watch the pattern of 
the containment field as well to see when the best time is to run and 
destroy each switch. Be careful, because a few hits of the field and 
rays can kill you. Try sprinting with L2 and charge jumping by holding 
X and letting go to get to each nook with the switches. When you 
finish, there will be another cut-scene. After that, continue with your 

After you buy the Level 5 Swing Upgrade from the Spidey Store, Spidey 
will realize that he's late for Doctor Connors's class. Follow the blue 
target to his class. Along the way, Mysterio's flying robots will come 
after you again, so destroy them all. After that's a cut-scene. When 
it's finished, continue to the blue target. When you get there, another 
cut-scene begins. Next you will have to go to The Daily Bugle. Follow 
the new blue target. An automatic cut-scene will begin when you enter 
the building. When it's over, change your clothes and leave The Daily 
Bugle. That's it for this chapter.

Chapter 11: The Underside of Crime

Objectives: Meet Aunt May at the Bank.
		Earn 4000 more Hero Points.

First things first. Go meet up with Aunt May at the bank. Just keep 
following the white target and it will eventually turn into a blue 
target. There is an icon above to change your clothes, so go there and 
press square. An automatic cut-scene will begin.

You will now battle with the main villain of this game, Doctor Octopus! 
But first, you should take out the three goons he has standing around 
because their grenade launchers can be quite deadly. When you dispose 
of them, it's time to take on Doc Ock. Use your Spidey sense to dodge 
his tentacles and use triangle to web up his tentacles and disable 
them. When you finish him, another cut-scene will begin and Doc Ock 
leaves. You will then have to take care of three more of his cohorts. 
When they are finished, another cut-scene begins. Now you have thirty 
seconds to reach the top of the building you are on which is resembled 
by a blue target. Keep wall climbing and charge jumping until you reach 
the top. When you do, another cut-scene begins and another blue target 
appears, the helicopter sitting right in front of you. However, it 
won't be sitting for long because it almost takes off immediately after 
the cut-scene. 

The helicopter chase doesn't last that long, but it can speed away from 
you pretty fast. Just try to keep up with it as best as you can. When 
the chase is over, there will be another cut-scene. Aunt May ends up on 
a bunch of train tracks and a train is heading straight for her! You 
need to keep swinging towards the blue target until you get close to 
her. Don't land on the tracks! When that's finished, all you have to do 
is collect the rest of the Hero Points. You should have close to 4000 
now due to saving Aunt May and fighting Doc Ock, so just finish up and 
this chapter will end.

Chapter 12: Shocking Developments

Objectives: Go to Your Apartment.
		Earn 4000 more Hero Points.

First things first. Follow the white target to your apartment. There's 
a Secret Token on the balcony above yours. When you enter your 
apartment, there's a cut-scene. Now you have to follow the blue target 
because J. Jonah Jameson wants you to go somewhere for him. Follow the 
blue target until you reach your destination. After the next cut-scene, 
you will come across Black Cat again. She tells you she knows where The 
Shocker is, so chase after her like you've done so many times before. 
You'll be able to get a Skyscraper Token along the way.

Black Cat ends up leading you to a factory. She runs inside before you 
can talk to her. Go inside the factory and prepare for a boss battle. 
You will be introduced to The Shocker. Now you get to fight him 
alongside Black Cat. Just dodge his electric charge attacks the best 
you can while giving him all you've got. After a few attacks, he will 
use a big blast which deals a lot of damage, so try to get away from 
it. Eventually he will call for backup, so let Black Cat take care of 
them and just finish The Shocker off. Eventually he will escape. Now 
all you have to do is finish the chapter, so finish collecting the Hero 
Points and that is it.

Chapter 13: Cleaning the Slate

Objective: Complete Daily Bugle Assignment.
	     Earn 4000 more Hero Points.

Follow the white target to The Daily Bugle. Enter as you have so many 
times before for an automatic cut-scene. When J. Jonah Jameson is done 
talking to you, head back to the men's room and change into Spider-Man. 
A blue target will appear, so follow it. There will eventually be a 
cut-scene. Someone will yell about Martians invading a Speedy Mart, so 
follow the new blue target. When you reach the Speedy Mart, a cut-scene 
will begin and you will finally fight Mysterio! Give him all you got, 
or not so much. Another tactic you can use here thanks to Yojimbo542000 
is to finish Mysterio off by jumping at him and kicking him in the 
head. Anyway, when you are finished with that "battle," head back to 
The Daily Bugle resembled by the blue target. 

An automatic cut-scene will begin when you enter. After the cut-scene, 
go back to the men's room and change. When you leave, another cut-scene 
will begin and a new blue target towards The Daily Bugle will appear, 
so go there again. Along the way, our good friend Black Cat will come 
and talk to you. She knows where The Shocker is hiding out now, so 
follow after her again like we have done so many times before. Along 
the way, you will come across some of The Shocker's goons. Fight them 
and keep chasing her. When you get to the bridge, just swing straight 
under it. You shouldn't have much trouble with that. You will 
eventually end up outside of an old Oscorp factory. 

Follow the yellow target and you will end up with Black Cat in a big 
room with The Shocker in the middle. He has you trapped! Now it's time 
to finish him once and for all! The Shocker has all the same attacks 
here, except now a shield protects him. What you have to do is swing 
around until Black Cat gets on a platform and you have to go to the one 
across from her. Press the switch there with square to disable The 
Shocker's shield and go and attack him. Watch out for his 
counterattack. Keep repeating the same steps until he is finished. When 
he is done for good, finish this chapter by collecting the rest of your 
Hero Points.

Chapter 14: Burning Bridges

Objectives: Earn 3000 more Hero Points.

Almost as soon as this chapter begins, Spidey remembers that he has to 
make it to MJ's play. You have five minutes to do so, so swing your 
whole way there while following the blue target. Swing under the bridge 
like you did in Chapter 13. You will know you are there when you see a 
huge glowing target on the building by the blue target you have been 
following. Go to the glowing target.

When you go to it, a cut-scene begins. Three baddies go after MJ. Take 
care of them the way you would anybody else. After that, Spidey 
remembers he is supposed to be meeting Black Cat, so follow the blue 
target to the Chrysler Building. Keep going up the building until you 
find another glowing target like the one we just previously went to 
(before you enter it, look around the level just above the target for 
some green feathers on the ground; Vulture anybody?). There is also a 
Skyscraper Token on the same level as the glowing target. When you 
enter the target, another cut-scene will begin.

Black Cat will tell you that something big is going on at the warehouse 
downtown. However, instead of chasing after her, you will be racing her 
this time. You don't have to win, but try to. You will get five hundred 
Hero Points for beating her. When you reach the end of the race, there 
will be a cut-scene. A bunch of enemies, including robots with rockets, 
will have to be fought. Take them all out at your leisure, considering 
Black Cat can deal a lot of damage. When you are finished, a cut-scene 
will begin. After that, Spidey will talk out loud for a while. When he 
is finished, you will have to go track down Black Cat, so follow the 
blue target. When you are finished saying your farewell, follow the new 
blue target to MJ's apartment. You will have to change your clothes on 
the roof. When you do, there will be an automatic cut-scene. Not too 
long after that, there will be another one. When that's finished, all 
you have to do is finish racking up those Hero Points. When you have 
all 3000, the chapter ends. On to the final showdown.

Chapter 15: To Save the City

Objectives: Go to Your Apartment.

Before you follow the white target to your apartment, make sure you 
have everything you want first, like combos. When you get to your 
apartment, a series of events will unfold and you will have to complete 
them all before you get the opportunity to go back to the Spidey Store, 
so fight crimes and buy combos to your heart's content.
When you are finished, follow the white target to your apartment. An 
automatic cut-scene will begin when you get close. After the cut-scene, 
you have a minute and fifty seconds to follow the blue target and meet 
up with MJ. When you get to it, there will be a glowing target with an 
icon on top. Go to the icon and press square to change your clothes. 
When you do, an automatic cut-scene will begin. When it's over, you 
will get a new destination resembled by a blue target and a minute and 
fifty seconds to make it there, so get moving.

There will be another glowing marker on top of the building you are 
supposed to go to. When you enter it, there will be another cut-scene. 
After the cut-scene, you will enter a boss battle against Doc Ock. A 
boss battle on top of a train, to be more specific. Swing towards the 
blue target after the train. When you land on top, run after Doc Ock. 
When you catch up to him, fight him the same way you did in Chapter 11. 
Press circle when your head flashes to dodge his attacks and press 
triangle to web up his tentacles when they turn yellow. Just keep 
hitting him with all you got. Use your Spider reflexes with L1 when you 
attack to make it easier. If you fall off the train, just swing back 
after it. I know this sounds cheap, but if you want, you can swing to 
the nearest Spidey Store and refill your health without failing the 
mission. If you decide to do that, just head back after the blue target 
and continue the fight. When you end the battle, a cut-scene will 

After that cut-scene, another one begins. When the second one is 
finished, you will have fifty-five seconds to follow the blue target. 
By the time you get there, you will only have a few seconds to spare, 
so don't follow around. On the right side of the building is a skylight 
with a big ray coming out of it. That's your ticket inside. Run to it 
and you will fall through and a cut-scene will begin. When it's over, 
the final boss battle of the game will start!

This battle is very tricky. Remember way back in Chapter 10 when you 
had to shut off Dr. Octavius's experiment? Well now you have to do the 
same thing, but instead of four panels, there are nine! Doc Ock also 
has a shield surrounding him so you have to just run away from him. The 
first panel is straight ahead of you, so turn it off. The second one is 
on the roof right by you, so wall climb up to it and shut it off. You 
have to be right on top of it to shut it off. The next three are in the 
corners of the room, so jump around and shut each of them off. The next 
three are inside the only doorways of this room. The last one is under 
the floor, so you have to wall climb to it. To get to it, go through 
the hole between two of the doorways. This one is the hardest to get, 
so use your Spider reflexes with L1 and boost with L2 to get it if you 
have to. When you turn them all off, a cut-scene begins.

After that, you have to take out Doc Ock. Fight him the same way you 
have done on the train and in the bank. When you finish him off, the 
last cut-scene of the game will play. Hooray! You did it! Wait a 
second. Don't turn off the credits! Two more chapters are left! 

Chapter 16: The First Day of the Rest of Your Life    

Objectives: Earn 50000 more Hero Points.

This is obviously the most Hero Points you've ever had to collect! 
Well, it's going to take a while, but don't give up. Trust me, it will 
be worth it. By this time, you should probably have most, if not all, 
of the combos. Keep buying them as you go along that way it will just 
make it easier in the end. When you are finished, you will be brought 
to the last chapter of the game. Surprised?

Chapter 17: The Second Day of the Rest of Your Life

Objectives: Buy Level 8 Swing Upgrade.

Welcome to the last chapter of the game! If you made it this far, than 
congratulations! This last upgrade of the game will cost you a whopping 
50000 Hero Points! Have fun getting it! When you are finished with 
that, don't forget about all those awards you can win! Just look at the 
Awards section after you press START and L1 a few times. Work on those 
awards and collect those tokens! Deliver pizzas! When you finish 
everything, you have truly completed the game!



V. Boss FAQ

Rhino: Rhino is by far the easiest boss in the game. The only way you 
can hurt him is by making him dizzy. To do this, you have to dodge all 
his consecutive attacks by pressing the circle button every time your 
head flashes. His two main attacks are easily dodged. He will either 
perform a spinning attack where you have to dodge it three times or he 
will use a ramming attack. When you dodge the ramming attack, you will 
jump over him. Either way, he will be defeated with little trouble.

Mysterio: Before you go calling Mysterio a joke of a boss, just think 
that the whole fight really is meant to be a joke. Run up to him and 
punch him once. He's finished. Thanks to Yojimbo542000, you can also 
jump in the air and kick Mysterio in the face to end the fight. The 
whole idea at the beginning of the fight when Mysterio's health bar 
fills up three times just pokes fun at the idea of how easy he is.

The Shocker (in the warehouse): The Shocker is not that hard of a boss 
if you think about it. All you have to do is dodge his attacks, but you 
don't have to worry about them if you swing around repeatedly. He has 
two main attacks and one counterattack. His first attack is sort of 
like a wind tunnel. You can't reach him that easily when he does that. 
However, it doesn't hurt you. The second attack is an electric charge 
attack. You can either dodge it by pressing the circle button or just 
run away from it. The most damage The Shocker deals is when he performs 
his counterattack. After you land a couple punches, he will start 
charging up and release a huge shock wave. Just swing away from it as 
fast as you can. He'll be toast in no time. Toast, get it?

The Shocker (abandoned Oscorp factory): When you fight The Shocker 
here, he will have the same exact attacks. The only difference is that 
he will be shielded while you fight him. Keep dodging his attacks until 
Black Cat yells for you to get to a switch. The switch you have to get 
to will be directly across from where Black Cat is standing. Go to it 
and press square. The Shocker's shield will be temporarily disabled, so 
go let him have it. Again, watch out for his counterattack. It can put 
you out in a few hits. Eventually he will be toast for good.

Doctor Octopus (bank robbery): When you fight Doc Ock here, he will 
have three grenade launching goons with him. Take care of them first. 
Try to let them shoot each other to cause a lot of damage. When you 
take care of them, it will be time to fight the big guy himself. You 
basically have to dodge his tentacles by pressing the circle button 
when they turn red and you can web them up with the triangle button 
when they turn yellow. It's a lot easier to use your Spider reflexes 
with L1 and then run in and attack him. He will only take a few hits 
and then leave.

Doctor Octopus (train): When you reach the train, you will have to 
fight Doc Ock the same was as you did in the bank. All his attacks 
remain the same. The worst part of this battle is if Doc Ock throws you 
off the front of the train because getting hit by the train causes a 
lot more damage than getting hit by him. If you fall off the train, 
just swing back onto it. If you are having a lot of trouble, you can go 
to the Spidey Store and buy some more health. You won't fail the 
mission for making this pit stop. It might be easier to use your Spider 
reflexes with L1 to take him out faster.

Doctor Octopus (laboratory): Considering you can't hurt him during the 
first stage of this boss fight, the first stage will not be posted 
here. You can find information on that in the Walkthrough section. 
However, taking out Doc Ock here is pretty easy. Use your Spider 
Reflexes and fight him the same way you've been fighting him 
previously. You should have had practice by this point. If you run out 
of Spider reflexes, swing around the room performing tricks with X 
until you get more Spider reflexes. Doc Ock will be finished in no 

VI. Scenario FAQ

These scenarios will be played randomly when you talk to the 
pedestrians (green question marks) on the street asking for help. If 
any you have played are not on here, feel free to e-mail me at 
jonjon287@aol.com. Just make sure you let me know what the topic is 
(Spider-Man 2) in the title/subject of the e-mail.

Ambush: After you talk to the person in need (or so you think), a bunch 
of thugs will come out and ambush you. Just deal with them like you 
would with any other thugs. When they are all taken care of, the 
scenario will end.

Costumed troops: There will either be the flying machines commanded by 
Mysterio, The Shocker's troops, Doc Ock's troops, or the rocket 
launching machines. They all appear after you play a mission containing 
that villain. Beat the goons the same way you would do any of the other 

Falling pedestrian: Swing after the yellow target to the pedestrian 
hanging from a building. When you get near him, press triangle to pick 
him up and land on the ground. Drop him off by pressing the circle 
button and the mission will end.

Injured pedestrian: A pedestrian will be hurt and sitting on the 
ground. Follow the yellow target until you find the pedestrian and pick 
them up using triangle. Then follow the yellow target to the hospital 
and drop him/her off with the circle button.

Robbery: Some thugs will be holding up a store, so follow the yellow 
target and enter the store. When you get there, defeat all the thugs 
inside. When they are all disposed of, you win the mission.

Rocket Mechs: You will have to fight a bunch of the machines that shoot 
rockets with the men inside. Try to get behind them and attack so they 
can't hit you. When they start turning, keep getting behind them and 
then attack. When they are finished, this scenario will end.

Security car: A bunch of thugs will be holding up a security car and 
two officers resembled by yellow targets. Go take care of the goons 
like you would any other. Save the officers by pressing square at each 
one. Eventually a getaway car will take off so chase after it. When you 
land on top, punch it with square and dodge bullets with circle when 
your head flashes. Thanks to AnnasBadman for bringing up an alternate 
getaway. The bad guys can get into a helicopter and land on a helipad 
on a nearby building. Just climb up there and take care of them. When 
you beat the rest of the goons, the mission will end.

Shoot-out: A bunch of thugs will be shooting at a police officer. 
Sometimes a thug will escape in a getaway car (thanks to AnnasBadman). 
Go take care of them and the mission will end.

Sinking boat: You must jump from land to the sinking boat using a 
charged double jump. When you are close to the boat, sprint with L2 
while holding X and letting go when you are close to the water. When 
you are in the air, keep pressing X so you will remain in the air until 
you reach the boat. If you feel like you are going to fall in the 
water, hold L2 and press R2 to Web Zip to the boat. There will be 
people on the boat resembled by yellow targets, so press triangle to 
grab them and use the same technique to make it back on land. Put the 
people down on land using the circle button.

Stolen car: Police will chase a car and you will have to go after it. 
The car will be resembled by a yellow target. When you land on it, beat 
it up like you would do any getaway car. When the robber or robbers get 
out, beat them up and the mission will end.

Thieves: A bunch of thieves will be on top of a building so go swing to 
the top and fight them all. When they are all defeated, the mission 
will end.

VII. Combos

Square, Square: Left Hook
Square, X: Hop-over Head Punch (escape)
Square, Triangle: Web Trip
Square, Square, Square: Knockdown Punch
Square, Square, X: Jump-off Kick
Square, Square, Triangle: Web Hammer
Square, X, Square: Air Kick (launched enemy)
Square, Triangle, Square: Double Fist Uppercut (launches enemy)
Triangle, Up on left analog stick: Yank Up (launches enemy)
Triangle, Down on left analog stick: Yank Toward Self (homing)
Triangle, Left on left analog stick: Yank Left
Triangle, Right on right analog stick: Yank Right
Triangle, 360 left analog stick: Web Rodeo
Triangle, Square: Yank Kick
Triangle, Square, Square: Thrust Kick
Triangle, Square, Triangle: Web Blast
Square: Roundhouse Kick (must be in Spider reflexes)
Square, Square: Drop Kick (must be in Spider reflexes)
Square, Square, Square: Mule Kick (must be in Spider reflexes)
L2 + Square: Rising Uppercut
Circle + Up on left analog stick: Dodge back (when head flash appears)
Circle + Down on left analog stick: Dodge back (when head flash 
Circle, Square: Counter Flip Kick (dodge was successful)
Circle, Left on left analog stick + Square: Counter Elbow (dodge was 
Circle, Right on left analog stick + Square: Counter Uppercut (dodge 
was successful)

VIII. Closing

Well, it's been a long journey, and I'd like to thank you, the reader, 
for using my Walkthrough and for playing/beating this awesome game. 
This game truly is good and there is much more to it than meets the 
eye. Let's hope Spider-Man 3 is the same way, if not better. If anybody 
has any questions, ideas, or other ways of beating something in this 
game, please e-mail me at jonjon287@aol.com and I will post it in my 
Walkthrough with your permission. Thanks!

IX. Thanks

I'd like to thank GameFAQs for posting my Walkthrough, Kevin Warren Joe 
for all his extensive Spider-Man knowledge, and the makers of this 
game, Activision, and Treyarch for making this game. Thanks go to 
Yojimbo542000 and AnnasBadman for their alternate techniques/advice. 
I'd also like to thank all the readers for using my Walkthrough. 

X. Copyrights

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.

This walkthrough should only be found on GameFAQs. If found anywhere 
else, please e-mail me and let me know.

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

Copyright 2004 Jon Murray.  

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