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FAQ/Walkthrough by aargh! ahoy, mateys!

Version: 1.0 | Updated: 08/01/04

Spider-Man 2 (PS2)

FAQ/Walkthrough- A walkthrough, from start to finish, on how to beat 
the main game part Spider-Man 2.

This document is copyright 2004 by Aargh!  Ahoy, mateys, and should NOT
be anywhere other than www.GameFAQs.com.  Just so you know.

Table of Contents:
(Have trouble finding something?  Well, my lost friend, just press CTRL 
+ F to bring up the FIND box, and then type in the NUMBER of the 
section that you want!  It's so easy!) 

I: The Basics

   1.1: Introduction

   1.2: Version History

   1.3: Controls/Basics
   1.4: Hero Points

   1.5: The Spidey Store   

   1.6: Battle Strategy
II: Walkthrough

   2.1: Chapter 1

   2.2: Chapter 2

   2.3: Chapter 3

   2.4: Chapter 4

   2.5: Chapter 5

   2.6: Chapter 6

   2.7: Chapter 7

   2.8: Chapter 8

   2.9: Chapter 9

   2.10: Chapter 10

   2.11: Chapter 11

   2.12: Chapter 12

   2.13: Chapter 13

   2.14: Chapter 14

   2.15: Chapter 15

   2.16: Chapter 16

   2.17: Chapter 17

III: Bosses

   3.1: The Rhino 

   3.2: Doctor Octopus 1

   3.3: The Shocker 1

   3.4: Mysterio (*)

   3.5: The Shocker 2

   3.6: Doctor Octopus 2

   3.7: Doctor Octopus 3

   (*) - This is the HARDEST BOSS not only in the game, but probably... 
ever.  His difficulty is such that I felt I must star it and warn you 
of the trauma you'll surely endure during this classic clash of David 
(you) and Goliath.

IV: End

   4.1: End

I: The Basics

Gotta know these.

1.1: Intro

Welcome, true believers and newcomers alike!  Oh, wait; wrong Spider-
Man game.  Ahem:

Welcome, true believers and newcomers too!  This is Aargh!  Ahoy, 
Mateys, a regular Spidey FREAK, with an FAQ for Spider-Man 2, the game!  
It's the second one I've ever made.  There's no reason to explain why I 
decided to write this, if you can read.  I just SAID I'm a regular 
Spidey freak, come on!  

Spider-Man 2 is unlike any other Spider-Man game, but a lot like some 
other games.  With more web-slinging.  A LOT more web-slinging.

It's like other games and unlike other Spidey games because of the 
free-roaming capabilities.  Yep, you, Peter Parker AKA Spider-Man, are 
thrown into a half-scale replica of... gasp... MANHATTAN, to swing 
around and fight bad guys at your leisure!

Plus, it's also unlike other Spider-Man games mainly because of the 
Web-Swinging system.  This time around, your webs actually have to 
STICK to stuff (gasp!).  And you get to control when and where you 
shoot your webs!  
It's more realistic, and plus, it adds a bit more strategy (no more 
throwing yourself out over the ocean and expecting Spidey to somehow 
swing back to shore!  You have to THINK before you leap!).  Sadly, it 
takes away some of the Air-Fighting, but Spider-Man never really did 
much of that in the comics anyway.

Anyway, this guide aims to go into COMPLETE detail on how to beat just 
about every mission of this game, to take your hand and tell you what 
button to press, when, and for how long.  Okay... maybe not that 
detailed, but reading this SHOULD help you get out of some of those 
tough spots.  And it's only for the MAIN GAME, no Boss Arenas or 
secrets.  Sorry.

But be aware: Whenever (or should I say wherever?) locations are 
I might give you a few tips along the way, but I am NOT going to tell 
you to turn on Elm street and jump over building x to get to point a.  
First of all, it's too confusing, and second, this is a FREE ROAMING 
game, you can pick any number of paths to get to wherever you're going.  
Find a way yourself, it's more fun!  Oh yeah, and I'm also too lazy to 
actually record exactly what path I took (forgive me!  I'm only 

But enough talk!  See that building you're standing on?  Of course you 
Jump off of it.  No, really, jump.  I wouldn't tell you to do anything 
you'd regret, would I?  ^_^

1.2: Version History

No updates as of yet.  What you see is the latest version.

1.3: Controls/Basics

Oh, boy.  You may not need this, because of the FUNNY in-game tutorial, 
but still...


Left Analog Stick- Move

Move it, bucko!


Right Analog Stick- Fix Camera

If the camera's giving you a beautiful view of Spidey's boot, use this.

Down on D-Pad- Lock on

Lock on to the nearest enemy with this!  The camera will center on your 
unfortunate target.


X- Jump/Trick

This is common sense.  Press x to jump.  But what is NOT common sense 
is that if you hold x, you'll charge your jump.  A fully charge jump 
Spidey up some thirty feet, while a tap makes him jump a mere 5 feet 
(just make us mortals feel bad about our jumping power, why don't ya?).  
There is a jump charge meter beside your health bar.  Also, when web 
slinging, this makes Spidey let go of a web and (maybe) jump up to 
shoot a new one, if you hold jump long enough.

But the best part of this button is the trick part.  Once purchased at 
the Spidey-Store, you can execute death-defying tricks among the 
skyscrapers of New-York at your leisure!


O- Dodge/Wall-Crawl

Whenever your head flashes a purple color and you hear a shrill ringing 
sound, that's your Spider-Sense.  Press O WHILE your head flashes(about 
a half-a-second window of time) to dodge whatever attack is coming. 
Also, when beside a... er... stick...able surface, (for lack of a 
better word) press this to... well, stick to it.


Triangle- Web

The good news: YOUR WEB DOESN'T RUN OUT!  The bad news: You're only 
limited to trap webbing (triangle), impact webbing (L2 + Triangle), and 
(R2).  Sure, you can buy upgrades that involve webbing, but they just 
make you use these three things in different ways.  Trap Web is great 
when countless enemies are pounding on you and you need a breather.  
Web slinging is great when you need to... well... go somewhere, and 
impact webbing is good when you want to see it go SPLAT against a 
building, (its fun!). 


Square- Attack!

Yeah!  The best button in the game besides R2!  Press this and Spidey 
will unleash a fierce punch.  Press it again, and he'll unleash an even 
MORE fierce punch.  In fact, keep pressing it, around a lot of really, 
REALLY tough bad guys, and you'll be dead in 30 seconds flat.  



Square, Square: Left Hook

Square, X: Hop-over Head Punch 

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 (At airborne enemies)

Square, Triangle, Square: Double Fist Uppercut 

Triangle, up on left analog stick: Yank Up

Triangle, down on left analog stick: Yank To U

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 (Spider reflexes)

Square, Square: Drop Kick (Spider reflexes)

Square, Square, Square: Mule Kick (Spider reflexes)

L2 + Square: Sprint Uppercut (Use it!)

Circle, Up on left analog stick: Dodge back (Spider Sense)

Circle, Down on left analog stick: Dodge back (Spider Sense)

Circle, Square: Counter Flip Kick (After Dodge)

Circle, Left on left analog stick + Square: Counter Elbow (After Dodge)

Circle, Right on left analog stick + Square: Counter Uppercut (After 

Whew!  These combos all work well in different situations; you might 
try testing 
them out on weak groups of thugs.


L2: Sprint/Burst

The fast button.  Use this with the Left Analog Stick to sprint on the 
ground, and to swing faster when web-swinging, or "TURBO SWING."


R2: Swing

Start swinging!  Press this to shoot a web at... well, anything, if 
it's close enough and above you.  But that's not all!  The best button 
in the game HAS to be more complicated, right?  Right.  Well, once you 
have a web attached to something, you'll be swaying around like a 
pendulum unless you do something.  RIGHT as you start the swing, hold 
the x button.  As you're at the lowest point in the swing, hold the L2 
button.  This should boost you to the near-highest point in your swing- 
release that x button!  WHOO HOO!  
But you're not done yet!  Before you plunge too far, press R2 again to 
shoot another strand of web!  Repeat forever (until you get to where 
you need to)!


L1: Spider-Sense Mode

This is cool.  It, first of all, slows down time (you stay the same 
speed), powers up your attacks, has a slow-mo blur effect, and, best of 
all, MAKES EVERYTHING BRIGHTER!?  This move rocks!  This is for when 
you need that extra advantage over those dang crooks that are swarming 
you.  However, you have a blue meter for this, and it depletes FAST.  
Fill it up with web-slinging tricks, dodges, and successful hits.


R1: Center Camera

Center the camera behind Spider-Man.


The Map

The Map is very useful.  Press select and the game zooms out WAAAAAAY 
up to show you a real-time view of Manhattan!  Zoom in/out with O and 
X.  Use the analog stick to move.  The icons on the map show you places 
where you can go.

You also have an in-game map right on the bottom of your screen.  
However, it's always from your camera's perspective, so sometimes, when 
crawling or swinging, building can look smaller or shorter than they 
really are.  But it's really helpful, still.  There are lines at 
different heights that tell you EXACTLY where objects are and how high 
they are.

1.4: Hero Points

Ah, Hero points.  In every chapter there is usually a "Collect Hero 
Points" goal.  Beating up enemies and doing some special tasks nets you 
these.  But the main source is from civilians on the street.  Talk to 
the ones that are shouting at you (and have big, green question marks 
over their heads), and they'll give you goals.  These goals range from 
stopping a robbery to saving people from a sunken boat, and they'll net 
you big points!

But why all of this collecting?  Because you need to buy upgrades, of 

1.5: The Spidey Store

Unlike the name suggests; there are MANY of these stores around 
Spend Hero Points here.  You can buy anything from web-swinging 
upgrades to new fighting combos!  You can even buy air tricks and FULL 
HEALTH!  Wild!

1.6: Battle Strategy

I'll give it to you straight- throughout the entire game; I seldom used 
any of those tricky web/grab spin-around kick combos.  Why?  I DIDN'T 
NEED THEM.  NO, I'm not saying don't use combos, I'm saying use only 
the ones you NEED.

First of all, BUY all of the counterattack combos.  Sometimes, the only 
way you'll damage someone is to counterattack, and so you'll need to 
make the most out of it!

And second, the multiple-web shooting combos are great for taking a 
rest in the middle of an intense battle.  But sometimes, someone has 
the ability to dodge or... if you can believe it... ABSORB your 
webbing, so that pushes this type of combo back in the priority meter.

And last, the air combo extenders are a MUST.  Usually, enemies are 
most vulnerable while airborne, you'll want to take advantage of this 
fact, I expect.

Anyway, whenever you're in an actual battle, LEARN TO LOVE THE O 
Whenever your head flashes and you hear that sound, learn to mash it by 
reflex, even if you're in the middle of an attack (can't hurt ya, might 
even help ya!).  You wouldn't know how much life you can lose from 
little tiny pokes by other enemies or those nasty stray bullets while 
you're whaling on someone.  The O button will prevent much of this life 
loss.  Also, if some common crook seems to be blocking your punches 
that are able to smash cinder blocks, this seems to be the only way to 
get through their defenses.

(NOTE: For fun, when enemies are shooting at you, deliberately try and 
dodge all of their gunshots without attacking them.  Or, even better, 
climb up onto a low wall and do this.  Matrix!)

Also, if you can't seem to get the edge, DON'T FORGET YOUR L1 BUTTON.  
It'll slow down time while you stay the same.  You can kill a lot of 
enemies in less time with this and it's easier to dodge attacks.  If 
you're desperate, you COULD let it run out and then count on dodging 
attacks to fill it back up, but that's a bit risky.  Overall, the 
increased damage and slow-mo capabilities of this trick make it a 
PRIORITY in just about every boss/mass enemy battle.

And last, if you need to take out an easy enemy the quickest way and 
with style, just sprint up to them, and press square.  You should 
launch them into the air with one mean punch.  Now jump up after them, 
and land PUNCH 
AFTER PUNCH on them, over and over.  About 75% of the time, they'll be 
defeated before they hit the ground.

II: Walkthrough

Finally, the walkthrough of the main game!  Anyway, each section of the 
game is divided into chapters.  Each chapter has a goal.  Beat all the 
goals to advance to the next chapter.  Goals can be found at the START 

2.1: Chapter 1

What Might Have Been

Tasks: Learn the Basics

Well, here you are, Web-Slinger.  After a nifty cut-scene, you find 
yourself in... A tutorial!  Yeah, you have to complete this, it's 
Luckily, it's funny.

Anyway, first you have to climb the wall by you with circle.  Do it.  
Then, you'll learn how to jump.  After this, a blue target will appear, 
and you'll have to follow it.  Now let me explain about these targets.

These targets are location markers; they show EXACTLY where your 
destination is.  The numbers on top of them are NOT time limits; they 
show how far you are from the actual location (in meters?  Feet?).  The 
object is to keep the markers in the center of the screen, because then 
you'll know that you're heading STRAIGHT towards the target.  It's 
possible, however, for the target to be off to just about any side of 
the screen, including up and down, which happens when you turn away.  
But if you have to turn to avoid something, don't sweat it; you can 
easily get back on track once you've passed your obstacle.

Anyway, once you reach the destination... you've beaten the chapter.  
Cut the game some slack, its chapter 1!

2.2: Chapter 2

A Day in the Life

Tasks: Fight Crime
Buy Swing Speed Upgrade from Store

The beginning, by my opinion, is the FUNNIEST PART OF THE TUTORIAL yet.  
The narrator tells you to jump off of the building.  And, to try to 
make you trust him, the game gives you a huge green arrow to follow.  
So... if the game says it; there must be some sort of padding or 
something below, right?  

Now, while you're falling to your death, the game slows down and the 
Narrator gives you a lecture.  Well, even though the game HAS slowed 
down, you're STILL FALLING!  Follow his advice.  Use R2 and SWING!

*** TRIVIA: In the comics, Spidey had a MUCH easier time getting used 
to swinging.  Curse him. ***

Anyway, soon enough, there will be a robbery.  Oh, boy!  Follow the 
target to their car, and then fight them.  You can use any moves that 
you wish, but the sprint uppercut suggested to you is probably your 
best bet.

Anyway, return to the Arcade, to complete your objective, and then 
follow the blue target to the Spidey Store.  Buy your swing upgrade.  
Chapter complete.

2.3: Chapter 3

Punctuality is the Thief of Time

Tasks: Go to Pizza Parlor
Earn 2,000 more Hero Points

First, you'll have to make it to Curt Connors' class.  Follow your blue 

*** TRIVIA: Curt Connors is actually THE LIZARD in the comics, for all 
of you Spider-Man fans out there! ***

However, on the way, you'll here a cry for help.  It seems that a bunch 
of thugs are robbing a woman!  Beat up the thugs, and return the 
woman's case to her.  Well, don't you feel good!  Yeah, you should, but 
you're still late for class.  Continue following the marker into an 
icon on top of a building, and press square to change into civilian 
clothes once you get there.  You'll sit through a short cut-scene.  
After it's over, start earning your 2,000 
Hero Points by fighting crimes that civilians alert you to.

Eventually, Spidey will remember his meeting with Mary Jane and Harry.  
You can head there if you like, but it's best to finish getting your 
hero points.  Once you have them, follow the blue target.

After another cut-scene, you'll have to get to the Pizza Parlor.  
Follow the (white!) target, and go inside.

You'll start a short Pizza mission.  It's simple, and if you use L2 to 
get bursts of speed, it's almost too easy.  Deliver all of the Pizzas 
to the hungry customers.

Afterwards, Spidey will have to meet MJ again.  But sadly, almost 
immediately after meeting her, you'll have to chase after some bad-

Enter the building that you saw the guys run into, and you'll 
immediately learn that this may be more than you've bargained for.  
There are bad guys everywhere!  But you can survive easily if you just 
use dodge.  Watch out for the ones with the guns!

Afterwards, you'll meet up with... Black Cat!  Curse that sexy burglar!  
You'll have to follow her, as it turns out.  There will be a meter on 
the top of the screen that shows your proximity to her.

Here's a tip: DON'T rely on web-slinging.  IN fact, try and follow the 
Cat's example- hold down x, sprint, and JUMP from building to building!  
It's much, MUCH easier for you to not lose track of her.  However, if 
there's a particularly high building, you might have to web-sling 
towards it, jump, stick to it, and then crawl up it.  Do this quickly.  
In any rate, you have an arrow attached to you that tells her location, 
and she leaves white trails.  Between the arrow and the trails, this 
should be a cinch.

*** TRIVIA: In the comics, Spidey actually developed a CRUSH on the 
Cat, AKA Felicia Hardy!  But it seems like he kind of has one in this 
game... ***

Anyway, once you catch up to her, the chapter ends.

2.4: Chapter 4

All in a Day's Work

Tasks: Complete Daily Bugle Assignment
Buy Level 2 Swing Upgrade form Store
Earn 3,000 More Hero Points

All right.  First, start swinging towards the Daily Bugle, the white 
There's a vent on the roof that'll automatically open once you get to 
it, walk inside and fall down.

You'll find yourself as Peter Parker in the men's room.  Walk to the 
blue target located in the Daily Bugle main office and talk to Betty 
Brant, your boss' secretary.

*** TRIVIA: In the comics, Betty Brant was the first girl Spider-Man 
had a true passion for! ***

Your first assignment from that old skinflint of a boss, J. Jonah 
Jameson, will be to get a few pictures of the city from high places.  
You, of course, will be doing this as Spider-Man.  Exit the main room 
and go back outside to the Men's 
Room.  Change back into your costume back there, and then set off after 
the first yellow target.  When you get there, there should be an icon 
with a camera on it.  Press square while inside the icon to take the 

Now you'll have to go higher.  Follow the yellow target yet again (you 
can check your in-game map for the height), again press square once 
inside the icon.  Now you'll have to get to yet another target, higher 
up again.  All you have to do is keep following the yellow target, 
higher and higher each time.  The highest target is on top the 
building, and you might want to stop for a second and take in the low-
rendered view.  Once you have all of the pictures, follow the target 
back to the Daily Bugle.  

After a short talk with Robbie Robertson and Mr. Jameson, you'll get to 
change back into Spider-Man and finally get back to the fun part of the 
game.  In fact, soon enough, you'll hear an explosion!  Go investigate.

Hey!  It looks like it's the Rhino!  Get ready for a kind of easy boss 

*** TRIVIA: The Rhino's covering is artificial, as if you didn't know.  
However, it's actually BONDED to him, meaning he couldn't get it off if 
he wanted to!  
But Spidey has been able to get it off in the past, thanks to extreme 

Afterwards, you can punch the Rhino while he's hanging upside-down for 
fun, but you'll need to get back to work soon enough.  Finish earning 
those Hero Points and visit a Spidey-Store to buy the 2nd Swing Level 
at some point and the chapter will end.

2.5: Chapter 5

A Meeting of the Minds

Tasks: Go to Dr. Octavius' Apartment
Buy Grapple Attack Upgrade from the Store
Earn 2,000 More Hero Points

All right, you can start earning Hero Points right off of the bat, to 
get that goal out of the way.  However, you may have enough in stock to 
buy a Grapple-attack right away!  But just finish those two goals first 
if you can.

At some point, you'll have to follow a white target to Dr. Octavius' 
Hmm, I wonder who that guy could be.  Change clothes, and sit through a 

*** TRIVIA: Ever notice that, in an enhanced-graphics cut-scene, Peter 
appears sans glasses, and in the game, he wears them?  Hmm... ***

Once you've completed all of the goals, the chapter should end.

2.6: Chapter 6

Cat and Mouse

Tasks: Find the 5 Photo Op Tokens
Go to Mary Jane's Apartment
Buy Level 3 Swing Upgrade from Store
Earn 2,000 more Hero Points

All right, the narrator addresses you at the beginning of this chapter, 
and tells you that he's given you 5 tokens to find and take pictures 
from (all marked on your map).  Luckily, they're all together in one 
area.  But first, you should get the Hero Points and the level 3 swing 
upgrade. Once you're done, follow the yellow target, and when you get 
close enough, the tokens should all become visible.  Take pictures from 
them like you did at the Bugle, except without pressing square.

Afterwards, you'll meet up with the Black Cat again (yes)!  She'll jump 
off, and you'll have to follow the blue target to find her.

Now, you'll start a chase sequence with her like you did before.  Make 
sure not to fall too far behind!  As said before, rely mostly on your 
jumping and crawling skills.  Keep up the heat and you'll eventually 
catch her.

Now, you can finish all of the other objectives, but you'll eventually 
have to get to MJ's apartment.  Once you get there, you will find out 
that you're due at the movies... now!  Hurry up and swing, you have a 
short time limit.  Luckily, the theater is close, and if you already 
have the level 3 upgrade, you should get there easily.  Change your 
clothes in the icon.

*** TRIVIA: Peter seems to be late a lot, doesn't he? ***

After this, if you got everything else out of the way, the chapter 
should be over. 

2.7: Chapter 7

Pride and Prejudice

Tasks: Complete Daily Bugle Assignment
Earn 3,000 More Hero Points

First things first.  Make your way to the Bugle, and enter through the 
rooftop vents (you really can't use the door?  Guess not).  It looks 
like a certain Quentin Beck (I was shouting "I know who he is!" at this 
point) has challenged Spider-Man to prove that... he's not a fake!?  
Wow, he saved the city once, who cares?  But still, J. Jonah Jameson 
wants pictures, and you'll have to get pictures!  Make your way to the 
sports arena.

Soon enough, you'll be suckered into a challenge by this Beck 
character.  You'll have to collect more criminals than him in the 
allotted time, and drop them off in one of three containers.  (One of 
them happens to be the Shocker, the guy you beat in the last game, but 
without his shock units, thank goodness!)

Now, the containers are all emitting lights, and you can only drop 
criminals in when the lights are green.  When the lights are red, 
criminals won't count towards your score.  However, before turning red, 
the lights will turn yellow, and criminals still count at this point.  
Only one container is green at a time.

Criminals are all released in clusters, and there are three clusters 
for the challenge.  The way you capture criminals is to web them, and 
then press O when they reach you.  Learn to do this in one fluid 
motion- it helps greatly.

Anyway, the way to win is to attack the clusters at the start.  This 
will give you a slight advantage, because you have acted first.  Sprint 
up and web a criminal right away.  Run to the only green container and 
JUMP in. Press circle to put him down, and then do a charged jump to 
get out.  After this, if a criminal is near you, web them right away, 
but if not, run at another one, web him, and then drop him in the 
nearest green container.  Repeat this as fast as you can.  In my game, 
Quentin got 16 criminals, and I did too, so we went to a tie-breaker, 
where whoever got a certain number of criminals first would win.

Now, after you win, you'll have to participate in an obstacle course.  
The objects here are simple- press all of the switches, and don't get 
seen.  If you expose yourself AT ALL, Quentin will fire a cannon which 
you CANNOT dodge.  
Three hits and you lose!

The way NOT to get seen is to always, ALWAYS be behind a block, so Beck 
can't see you.  He is always at the other side of the field, and never 
moves forward, so you don't have to worry about angles.  Just stay on 
one side of the blocks.

When you first start, SPRINT forwards as the blocks fall down beside 
you.  When you get to the switch block, use it to block you from 
Quentin's view, and press the switch with square.  Stay on it, it'll 
now move.

Now, you'll move to an area where you cannot be seen if you just stand.  
However, the floor will move, and if you fall, you WILL be seen.  You 
can easily walk behind the spinning floor blocks (standing on a 
stationary one) and make it to the next switch without getting tossed 
over.  Press the next switch.

Now you'll be on rotating WALLS.  Every other wall will spin around at 
once, so what you have to do is climb onto one wall while the other set 
spins, and then climb onto the next while the previous set spins, and 
so on.  Press the switch when you get across.

Next, there will be a section where the walls MOVE up and down.  Stick 
to the first wall, and then time it so that when the next wall crosses 
in front of your wall's path, you're crawling forward onto it.  Last, 
climb onto the switch platform, crawl down onto its floor, and then 
press the switch.

Afterwards, you'll have to get through a section where platforms are 
all rotating straight towards Beck's cannon!  First, from the switch 
platform, make a slightly-charged jump towards a platform coming 
towards you BEFORE it starts to turn towards Beck.  Keep going forward 
without hesitation, (and without 
fully-charged jumps) until you reach the switch platform.  Press the 
You win!

Yeah, now get the hero points!

*** TRIVIA: Notice that criminal that escaped...? ***

2.8: Chapter 8

Sugar and Spice

Tasks: Go to Dr. Octavius' Apartment
Buy Level 4 Swing Upgrade from Store
Earn 3,000 More Hero Points

Okay, first, you may want to buy the upgrade first, you probably have 
Hero Points to do it.  It'll help you later.  Now, get to Otto's 
apartment by following the target like you did last time.  After a cut-
scene, you'll remember something, yet again.  MJ's play!  See why you 
should've gotten the swing upgrade?  Hurry up, there's a time limit.  
Use turbo swing, it's easy if you do.

However, when you reach the target, you'll find that you have to take a 
stop to beat up some bad-guys.  Great.  Beat up the gunman on the roof, 
and then hop down to take out the rest of the bad-guys.  They have some 
firepower, so try to jump around and stay out of the way of bullets.  
Also, use your Spider-Reflexes to give yourself the edge.

Afterwards, some of them will escape in a car.  There is a gunman in 
the back, take him out first.  Jump up into the air over the car, and 
when you're landing, combo him before you hit the ground.  Now continue 
chasing the car (using L1 if you need to catch up on foot).  Beat up 
the frame of the car, and it'll stop.  
Whale on the guys coming out, and then head towards the target for MJ's 

Anyway, after that, Black Cat will come again, tempting you with a lead 
she has.  
You'll have to follow her... again!  Don't fall behind, it's possible 
Just follow her by jumping from roof-to-roof and crawling/web-slinging 
when you must.

Finally, you'll come to a hideout with lots of baddies around!  Black-
Cat will fight alongside you, too!  Now, to avoid much hassle, instead 
of jumping in and getting hit, stay high on the side of a wall, web-
yank criminals up to you, and then BEAT THE STUFFING OUT OF THEM before 
they fall back down (and take more damage!).  With Black Cat helping, 
this should be a cinch.

*** TRIVIA: Black Cat doesn't have any super-powers (at least not at 
this point of the Spidey Time-line).  So why doesn't SHE get all beaten 
up and die? ***

Get those hero points!

2.9: Chapter 9

When Aliens Attack

Tasks: Complete Daily Bugle Assignment

Okay, this time around, your assignment is to get to Mr. Beck's press 
conference.  Get to the Daily Bugle for details.  Afterwards, change 
back into 
Spider-Man and you'll see a cut-scene where Quentin Beck reveals his 
new identity... MYSTERIO!

*** TRIVIA: Yes, Quentin Beck was Mysterio in the comics, but he didn't 
sound so... well... crazy.  He just sounded fake. ***

Now you'll have a time limit to get to the conference!  You'll actually 
have to go INSIDE a building for this one, and run up some stairs to 
get into a room, so don't go looking on roofs to find the target you're 

Uh oh.  Looks like this Mysterio means business!  Reporters are in 
There are two reporters dangling from balconies, about to fall, one 
that's... on a balcony and not dangling, and three others right where 
Mysterio's hologram (yes, hologram) is standing!  Not to mention the 
countless robots that attack.  
But first things first.  Save those dangling reporters!

The balcony that you entered onto is, essentially, the "safe spot."  
When you rescue a reporter (who's represented with a yellow target over 
his head), take him and set him down here.  Oh, and ignore the robots 
(for now), they'll just slow you down.

First, hurry up and save the two reporters (there's a time limit).  You 
are kind of vulnerable while picking them up, remember this.  Set them 
down on the balcony you entered from.  Now, swing down onto the stage 
(don't worry about the hologram).  There are three reporters there, get 
them one by one.  Make sure that when swinging upwards from the stage 
level, that you don't hit the lava.  
It hurts.  Last, a reporter is on another balcony, save him.

After all of that, it's time to take out the robots!  Lock on to each 
of them, one by one, and use air combos to finish them off (it's 
helpful if you have an air combo extender).

*** TRIVIA: These look a lot like the HK robots from the last game, 
don't they? 

Now, with his puny army defeated, Mysterio says that his next target is 
Statue of Liberty!?  Wow, going straight for the big time!  Swing over 
to the shores of Manhattan (following the target, of course)!

Uh oh, we have a problem.  How is Spidey going to swing out over the 
water?  Oh, wait, those big UFOs floating about should be of 
assistance.  Swing from UFO to 
UFO (turbo-swing and charge jump to aid yourself), and you'll 
eventually reach the Liberty Island.

Now, you'll have to destroy 8 green-and-black orbs all around Lady 
Liberty... a very, very messed up version of her, that is.  Do a 
charged jump, and start swinging on those UFOs again!  Once you get to 
the huge orb support system (a bunch of beams sticking out from each 
side of Lady Liberty's head with the orbs at the ends), swing around 
and around on them, doing FULLY CHARGED JUMPS each time.  Always aim 
for the orbs.  If you come RELATIVELY CLOSE to any orb, MASH 
THE SQUARE BUTTON.  If you're lucky, you'll get "sucked" into the orbs 
and be able to destroy them!  In fact, this magical sucking is the ONLY 
way to destroy the orbs!  Once you destroy one, immediately attach 
another web to a beam and repeat.  Oh, and don't take a detour to Ellis 
Island, it's a PAIN to get back.

Anyway, once you've destroyed every orb, HURRY UP AND GET ON TOP OF THE 
SUPPORT SYSTEM.  There is a huge brain on top, and you have about a 
minute to destroy it before the orbs recharge themselves (and you have 
to destroy them again)!  Use Spider-Reflexes, and beat the living 
stuffing out of the brain.  It should die in about 5 seconds.

Yay, you saved The Statue of Liberty!  But the chapter's not over yet!  
You'll have to track down Mysterio!  Follow the blue target.  When back 
on land, follow the target to a building, and then climb into a window.  
After a FUNNY cut-scene, you'll end up in front of some fun-house, 
along with a... clown?  With an axe?  That can't be good.  Now, to beat 
this bouncing foe, all you have to do is wait until your Spider-Sense 
tingles, dodge its attack, and then COUNTER attack.  
You may be able to sneak a punch or two in while it's lying on the 
floor!  But don't get all confident and keep punching while it's down, 
it may get up and teach you to be patient.

Okay, enter the house.  The room turns upside-down here, but it hardly 
affects you.  There are three more of these bouncing foes now, and, it 
seems that if you counter them once, they get a bit passive, allowing 
you to punch them out without dodging first.  But don't count on this 
fact, try to be safe.  After you beat them, jump up into the new 
doorway and then fall down.

Okay, this is kinda hard.  Mysterio has very messed-up Spider-Man 
clones in his army, and it seems that they have a nasty habit of 
spawning from mirrors!  And you're in a room surrounded by mirrors!  
Oh, boy.

Don't waste time fighting the clones, (just watch out for their 
webbing) instead, start breaking the mirrors.  A few combos should do 
it.  As soon as the mirror breaks, WATCH WHAT HAPPENS.  If a bright 
beam connects to it, you're in 
luck!  If not, break another mirror.  When the beam appears, count the 
from the just broken mirror.  Every THIRD mirror should be broken to 
reveal the 
exit.  If another beam appears when you've broken the mirror, you know 
counting right.  After every THIRD mirror is broken, the exit will be 
Exit, and then follow the blue target to escape this accursed funhouse.

2.10: Chapter 10

When Good Men Go Bad

Tasks: Buy Level 5 Swing Upgrade from Store
Earn 3,000 more Hero Points

Start collecting Hero Points.  But of course, at some point, Spidey 
will remember he's late for an appointment with Dr. Octavius!  Swing 
over to his apartment (must I tell you to follow the target?).

Wow, nice cut-scene.  But now you have the job of setting all of the 
chaos right!  There are four switches around the room, and each are in 
a different corner of it.  The first one is right near you, press 
square to press it.

The others aren't so easy.  You see, the field of energy in the center 
of the room is very powerful (and unstable), so it will keep pulsating 
outwards in every direction from far to medium to short range, in a 
different pattern for each switch press.  It's possible to get to 
another switch in another corner while the pulsating field is at medium 
or short range, near-impossible at far.  Oh, and if you're hit by it, 
you go flying (looks cool, very painful).

Oh, one other thing.  There are PLASMA BLASTS firing out at random.  
Spidey's head flashes, press O, and he'll spectacularly dodge one with 
no problem.  Annoying, but NEVER neglect to press O.

Make sure to memorize the pattern of each energy field pulse, so you 
don't get caught in it when it lashes out at far range.  When it's at 
medium/short range, 
SPRINT to the next switch (you may be able to use L1 to make it 
However, it changes every press, or just plain gets faster, don't 

After you get all 4 switches, you win this challenge!  But what will 
happen to 

*** TRIVIA: By now, you probably know that Otto Octavius is Dr. 
Octopus.  So, I might as well tell you, that in the comics, Otto became 
Octopus because... well, of a much LESS advanced reason.  The metal 
arms were simply to handle chemicals at a far range, and they got 
bonded to him when the chemicals, along with a whole lot of other wacky 
stuff... exploded!  Yep, that's it, no Rosie involved. 

Okay, finish earning the points if you haven't already, and buy the 
upgrade.  It seems that you remember that you're late... again...  So 
hurry up to good ol' college, and meet Connors there.  But wait!  
Mysterio's robots will interrupt to attack you... again!  Kill them all 
with your mad nice air combos (you do have mad nice air combos by now, 
right?) and continue.  After the cut-scene, you'll have to head back to 
the Bugle.  After a cut-scene there, you're done with this chapter, 
change into Spidey.

And, if you didn't know, targets will lead you to all of the locations 
I told you to go to, but I really didn't have to tell you that now, did 

2.11: Chapter 11

The Underside of Crime

Tasks: Meet Aunt May at the Bank
Earn 4,000 more Hero Points

All right.  First, meet with Aunt May at the bank (follow the white 
target) and then a cut-scene will start.

Yep.  You're actually fighting DOCTOR OCTOPUS, the main villain!  Don't 
panic.  For one, you just have to halfway beat him, and for another, 
his attacks are all kind of slow (for now).  SEE SECTION 3.2 FOR DOCTOR 

Afterwards, you'll have to deal with three of his henchmen.  They have 
some firepower, so, if you feel up to dodging, you can stick to a wall 
and web-yank them silly.  But this will take long.  Try webbing up/web-
yanking two and then going for the third one separately.

Now, you'll have a short time-limit to reach the top of a building.  
Use a zip-line or a wall-sprint over and over to reach the top fast.

Now for the helicopter chase.  Lose.  That's right, stay and let it 
take off, or even swing away on purpose.  Why?  Because when you 
YOU.  Sound like your cue?  Attach a web to it, if you can (it's not 
too hard) and just coast along.

Now, Aunt may is in the path of the train!  Oh no!  Oh, wait, the train 
goes slow.  Use turbo at the bottom of your swing to get to her.

*** TRIVIA: In the comics, Doctor Octopus almost married Aunt May.  
Figures.  ***

2.12: Chapter 12

Shocking Developments

Tasks: Go to your apartment
Earn 4,000 more Hero Points

All right.  Get to your apartment.  After the cut-scene, follow the 
blue target.  After another cut-scene, you'll meet up with... guess 
who?  The Black Cat!

In this chase, it's possible to... actually LOSE if you're trying, 
unless you use the run-and-jump method.  But along the way, there may 
be a trouble-spot where you have to swing, so... do it when you need 

All right, it looks like the Shocker is back in business.  And he's 
really mad, too!  But you get to fight him... WITH black cat!

*** TRIVIA: Remember the prisoner that escaped during a cut-scene in 
your challenge with Beck?  Yep, Herman Schultz, AKA the Shocker.  Funny 
how little things like that work out. ***

Now, the shocker isn't too hard, (except for his HUGE charge attack) so 
don't fret.  Read the boss section's section on him (SECTION 3.3).

Now get some more Hero points.

2.13: Chapter 13

Cleaning the Slate

Tasks: Complete Daily Bugle assignment.
Earn 4,000 more Hero Points.

Get ready.

First, head to the Daily Bugle.  You'll experience a cut-scene there, 
and afterwards, change into Spider-Man.  Follow the blue target.  But, 
soon enough, there will be a short cut-scene, and afterwards, keep on 
following the target.  And, when you get there, be ready, though no 
amount of preparation could reasonably prepare you for this fight.  
Mysterio's back again, and this time, he's in person.  Don't worry if 
you start crying, many people will during this ultra-hard fight.  SEE 

Anyway, if you somehow win, head back to the Bugle, watch the cut-
scene, leave, watch another cut-scene, and then... head back!?  What?  
Don't worry, it actually makes perfect sense.

*** TRIVIA: Spidey has to deal with those darn pedestrians who hate him 
very frequently, doesn't he?  Blame Jameson! ***

Anyway, when you arrive, the Black-Cat will stop you and tell you that 
she knows where Shocker escaped to.  Follow her... yet again!  You 
should be a pro at this now, right?  Run and charge-jump!

However, there is one spot where there may be some trouble.  The Cat 
swings UNDER the bridge leading to Roosevelt Island (I think that's its 
name)!  But don't fret... do just like her, and swing under the bridge!  
Oh, and don't wait until you're about to fall into the water before you 
shoot a web, or you'll surely lose her.

Okay, now fight The Shocker, simple enough.  Actually, not really.  SEE 

Hero Points.  Collect them after you're done.

2.14: Chapter 14

Burning Bridges

Tasks: Earn 3,000 more Hero Points

Hey, you're late for MJ's play, you bum!  You have a meaty FIVE MINUTES 
to make it, though.  Swing under the bridge to get back to the main 
land, and then swing over to MJ's play.  You should make it with time 
to spare.  

All right, it seems that a few baddies want MJ!  You can easily take 
care of them in any way you wish.  After a cut-scene, Spidey will 
remember he has a meeting with Black Cat!  Follow the target to a 
really large building.

*** TRIVIA: Anyone notice the big feathers on the building?   

Here's something new!  You now have to RACE the cat!  This will be a 
close race, so turbo swing all the way, and don't worry if you go a few 
feet past the target and leave it off to the side, you'll most likely 
have to swing around a corner of a building and go back to reach it, no 
problem.  If you beat the Black Cat, smile and gloat, you have quite a 
challenge up ahead.

Okay, you'll have to take out a lot of mercenaries AND three huge, 
rocket-firing machines.  Kind of like the Super-Soldiers.  And you now 
how hard Super-Soldiers are.

Anyway, the Cat's helping you here, so you can rest (a bit) easier.  
The strategy here is to TAKE OUT all of the gunmen while taking as 
little damage as possible.  You'll be fired at almost constantly, have 
your finger on that O button.  You can hide behind the crates if you 
need a rest, but try and kill all of the gunmen right away.

Now, the object after that is to defeat all three robots... without 
even touching them.  You see, the Black Cat DOES deal damage, though 
not as much as you.  Hide behind any box at all, and let her work.  If 
you find she's stalling on the roof, you may be a bit too far from the 
action.  Get closer, but stay behind a box.

If you can't wait, you'll have to do it the hard way.  Get BEHIND a 
robot, and punch away.  They can't hit you while they're facing away 
from you, but MAKE SURE the other robots aren't going to have a clear 
shot at you, either.

After this, finish getting the hero points.

2.15: Chapter 15

To save the City

Tasks: Go to your apartment

This is the last true chapter of the game.  Before doing anything, make 
sure you have just about every upgrade and combo that you think you 
need.  Also, don't waste your spider-reflexes on anything; you'll need 
it through this chapter.

All right, go to your apartment first.  You'll then have to make it to 
a meeting with Mary Jane.  The time is short, but not that short.  
Change clothes and then watch the scene taken straight out of the 
movie... but with less special effects.

*** TRIVIA: Notice that the car thrown was... black?  Just like in the 
movie?  No?  Oh... ***

All right, now follow the target yet again.  Once you reach your 
destination, you'll experience another cut-scene.  Now, swing after the 
train and jump onto it.  You'll have to fight Doctor Octopus... AGAIN!  

Now, you'll have to get to another location.  It's not that far, but 
you'll have to go FAST to make it in time.  Try and land on the roof of 
the building you're aiming for, crawling from the walls will take up 
time.  Enter to watch a cut-scene.

Oh, and be ready... for the final boss battle!

First, you'll have to press switches again, like in chapter 10.  
There's an energy field, and it pulsates, but this time, I don't think 
it has a pattern.  But even if it does, you won't have any time to 
memorize it.  Why?  Because Doctor Octopus, with a shield around him, 
is chasing and attacking you!  And watch out for those nasty plasma 
blasts, press O when your head flashes.

And don't fall into the water; it's an automatic game over.

Anyway, to do this, when you start, ignore the control right next to 
you.  Instead, SPRINT past Dr. Octopus, forward (and slightly to the 
left) off of the ledge you're on, and fall to the ground.  There should 
be a hole in the floor.  Waste no time (because the energy field should 
pulsate soon) and jump into the hole.  Now, quickly, ATTACH TO THE 
CEILING OF THE HOLE, and crawl forward, towards the red switch.  Stop 
right where a thin white beam blocks your way, and wait.  The energy 
field should pulsate soon enough, but you shouldn't get hit.  Keep 
crawling forward, and hit the switch.  Get back up out of the hole.

Now, you'll want to clear out the lower level.  There are three rooms 
on the lower level, and there is a switch in each room.  Sprint to each 
of the rooms, hit the red switches, and sprint out.  Don't dawdle in 
the rooms, because the good Doctor will follow you and possibly trap 
you.  If he does get into the room you're in, jump straight past him.

Afterwards, JUMP back up to one of the high ledges.  There are four 
switches in each corner of the room, hit them all.  And watch out for 
the energy pulses and plasma blasts, turbo-swing to each ledge to avoid 

The last switch is high on the wall, near the ledge you started on.  
It's a good idea to hit that switch once you hit the one below it, on 
the ledge.  Make sure you're on the actual SWITCH part to activate it.

Switch Checklist:

1 in hole under the floor
3 on the floor of the room
4 on the higher ledges of the room 
1 high on the wall

After you activate them all, rest easy, a cut-scene begins, and then 
you must endure the last boss of the game, Doctor Octopus (again), of 
course.  This means that if you die, you get to retry with full health!  
But if you used up your spider-sense mode, it won't refill 
automatically, so either don't use it, or refill it during the battle 
(by doing tricks or dodging attacks and such).  You'll need it.  Good 

Then... you're done!  Wait a second... not really...

2.16: Chapter 16

The first day of the rest of your life

Tasks: Earn 50,000 More Hero Points

Yes, you read that right.  FIFTY-THOUSAND HERO POINTS.  And there are 
no huge missions to help you out.  You're going to have to get them 
clean and honest, son.

Well, this is really the game's way of giving you freedom, so you can 
either slave over the game for a few days, or have fun and earn them 
eventually.  Your wish.

After you get them... you get ANOTHER CHAPTER!?

2.17: Chapter 17

The second day of the rest of your life

Tasks: Buy Level 8 Swing Upgrade

Surprise!  This level 8 upgrade costs... 50,000 Hero Points!  This must 
be the game's way of making you buy all of the upgrades.  Everything 
else doesn't cost nearly as much, so it has to be.  And yes, this is 
the last chapter of the game.  After this chapter, you can just 


III: Bosses

Fight!  Fight for your life!

3.1: The Rhino

Difficulty: Very Easy

General Strategy: When he charges, go into L1 mode, dodge, and then 

The Rhino, being the first boss in the game, is... (Gasp) EASY!  But he 
cannot be taken out just by running up and punching, you do need some 

First of all, don't try web on him, it won't work.  Now, when the 
battle starts, put a bit of distance between him and you.  He will 
eventually charge at you.  Whenever he charges, he will either smack 
into you, or use that metal beam to hit you.  Use L1 when he gets near.  
RIGHT as you see your Spider-Sense go off (your head will flash), press 
O.  Be prepared for more than one press, it's possible.  Usually, he'll 
either be vulnerable or dizzy after you dodge, so, while still in L1 
mode (if you have some juice left in it), pound him.  After a few 
combos, press L1 to get out of that mode, and back away.  Rinse, 

If in need of more Spider-Reflexes, you may have to actually dodge 
WITHOUT going into the Spider-Reflex mode.  Makes sense.  So, if you're 
bad at this, don't waste your Spider-Reflexes, and turn them off when 
you go to pound him after a dodge!

3.2: Doctor Octopus 1

Difficulty: Easy

General Strategy: Ignore his gunmen, and concentrate on giving him a 

This fight will last shorter than normal, because you only have to get 
Dr. Octopus' life down to half before he runs off.  Ignore his gunmen, 
because they only will slow you down.  It's not too hard to avoid them, 
but if you're having problems, you might want to try taking them out 

Anyway, Doctor Octopus is not one to be rushed up to, because his 
tentacles will almost ALWAYS intercept you.  You could web them down 
when they're yellow, but I never needed that strategy.  I always waited 
for him do go through a wave of tentacle-swipes, and whenever he 
paused, or whenever he wasn't paying attention to me, I went into 
Spider-Sense mode immediately and started pounding on him.  He's 
usually more vulnerable to attack when in the air, if you manage to get 
through his tentacles.  Two or three good, solid Spider-Reflex mode 
combos and this battle should be over.

3.3: The Shocker 1

Difficulty: Easy

General Strategy: Lock on to him, pummel him whenever you can get near, 
especially when he's jumping, and watch out for that huge charge blast!

Alright, The Shocker is a relatively easy boss, because his shock 
blasts almost always miss you.  However, he does have a few very, VERY 
powerful close-range attacks...

When the battle starts, lock onto the Shocker.  Now, whenever you can 
get near him, start pounding away.  However, watch how he's taking your 
beating.  If he's just limp and being moved around, you can feel safe.  
However, if he either curls up or brings his hands together, RUN AWAY, 
far and fast.  He will unleash a HUGE shock attack that covers about 
half of the stage and that will kill you in three or four hits.  This 
is the only thing you have to worry about, don't waste time with his 
henchmen on the upper ledge.  Try to hit him while he's jumping, he's 
more vulnerable then.  Oh, and if he ever runs into a small, enclosed 
room, DON'T follow him.  He'll unleash that huge blast, and unless you 
have some GREAT reaction time, it'll be too late for you.  Don't let 
the Shocker trick you into this, it feels bad.

3.4: Mysterio

Difficulty: N/A

General Strategy: Er...  Punch him?

Okay, I'll admit it.  I don't have a strategy for this.  Why?  Because 
I'm not sure how I beat this guy myself.  All I remember is a blurry 
three hours, filled with many blisters, tears, and much pain... oh, the 

I cannot believe how evil someone would have to be to even think about 
putting this guy in the game.  You'll lose a part of your SOUL fighting 
this guy; forget about the weeks trying to figure out how to beat him.

Well, when you start, his life bar, which is longer than normal, fills 
up THREE times.  Yep, THREE times.  An omen of things to come.  I tell 
you, I've had nightmares... visions of that fishbowl head... 

And he's taunting you all the while... that taunt... the echoing 
voice... it tears through your heart... pierces your soul... I can't 
bear to think of it... I get even more nightmares...


Sorry, I couldn't keep that up any longer without bursting into 

If you haven't guessed by now, Mysterio is the EASIEST boss in the 
game.  Man, words cannot describe how EASY this guy is.

One, he DOES NOT attack.  Yep, that's right, even normal crooks put up 
a better fight.

And two, ONE punch will defeat him.  Just ONE.  It will take out ALL 
three of his life bars.  One kick will do it, too.  A shot of impact 
webbing probably would, also.  But the evil (and fun!) way is to sprint 
and then upper-cut him.

3.5: The Shocker 2

Difficulty: Medium

General Strategy: Hide out until you can disable Shocker's shield, and 
then pummel him.  Watch out for the huge charge attack, again.

This has a bit more strategy to it.  You have to disable the Shocker's 
shield, along with the Black Cat.  First, either stick to one of the 
walls, and crawl around to avoid his attacks, or get up onto one of 
those high ledges and use the big beams in front of them to shield you.  
DON'T lock on to him at this point.  Now, when the Cat tells you to, 
you have to go to the platform opposite her and press the switch.  Look 
for her yellow exclamation point that signals her position, and then 
jump over to the ledge DIRECTLY OPPOSITE her.  Press the switch.

When the Shocker's shield is disabled, don't waste any time.  Jump 
down, go into L1 mode, and then hurt him as much as you can.  You will 
have to disable the shield another time, so be prepared.  Eventually, 
Black Cat will shut it off permanently, so you'll basically have to use 
the same strategy as last time.  This time, he sometimes uses a mini-
shield to block your attacks, so don't mindlessly punch him; actually 
look to see how he's responding.  Remember: Flailing around is good, 
activating a shield is bad, and curling up and charging is VERY bad.  
If he does this, get to the other side of the room, right away.

After the shield is down for good, he tends to jump around onto 
platforms a lot, use this to your advantage.  Try to nail him in mid-

3.6: Doctor Octopus 2

Difficulty: Medium

General Strategy: Don't fall off of the train, dodge his attacks, and 
when he stops, jump over and punch him.

The second encounter is a bit harder than the first.  His attacks are 
faster, and you also have to worry about being knocked off of the train 
(or even worse, being knocked into its path).  If knocked off, don't 
worry, just swing back on.

Anyway, he always stays in one spot, the end of the train, so if you 
need a rest, just retreat back a little.  Now, when you're ready to 
attack, go up to right before that white part of the train just in 
front of where the good Doctor is standing.  Dodge his attacks.  
Whenever he takes a rest of ANY KIND (for example, returning to the 
floor after a barrage of attacks from the air), go into L1 mode, and 
beat the stuffing out of him.  If you land hits, don't get too 
confident, he can recover very quickly.  Again, you COULD web his 
tentacles to the ground when they're yellow, but that's not what I did.  
Whenever you rush in, expect to get banged up, it's part of the job!  
But if you're getting TOO banged up, you may have to use some of your 
Spider-Reflexes to dodge his attacks.

This time, you have to completely drain his life, so expect the full 
battle to be staged.

3.7: Doctor Octopus 3

Difficulty: Medium/Hard

General Strategy: Dodge, dodge, DODGE!  Go into Spider-Reflexes mode if 
you must (and you probably will).  Whenever you see an opening, attack, 
attack, ATTACK!

Here it is!  The final battle!

First of all, jump down from where you're standing and run straight 
into the doorway near you.  You'll need this space for the fight.  The 
Doctor will come and see you soon enough.

When Doctor Octopus enters, lock onto him.  Stand your ground, and wait 
for him to come up to you.  Put your finger on the O button at this 

When he attacks, DODGE, DODGE, AND DODGE!  His attacks are super-fast 
in this encounter, and if you don't have any Spider-Reflexes in your 
meter, you may have to spend a life gaining them and then die on 
purpose (or not so much on purpose) so you reset with them, AND a full 
life-bar.  Or you can just dodge really well to gain them and not lose 
any life.  After he attacks, and you dodge, know when he's pausing for 
a second, and then jump in with Spider-Reflexes on and COMBO him once 
(or twice, if he's really vulnerable), and then GET BACK.  He will GRAB 
you if you're not careful, and squeeze the life out of you.

He's most vulnerable after an attack where he uses his tentacles to 
prop himself up, and then swings some of them at you, around and 
around.  If you successfully dodge all of the swipes (use Spider-
Reflexes, duh), you may be able to jump up and give him a few air 
combos without fear of retaliation.

Remember, dodging gives you back Spider-Reflexes, so you may have to 
just dodge and run instead of attacking if you're low on them.

Also, punches in Spider-Reflexes do the most damage.  A few of these 
combos will kill him, no problem.

Well, after this... enjoy the cut-scene!  You've beaten Doctor Octopus!  
Three times!  Congrats!

IV: End

4.1: End

Wow, I actually wrote this whole thing?  Keen!  Thanks for reading it!  
I hope I actually helped you in at least one section in the game!  If I 
have, I've done my job.  And if not... hey, it's not like I'm getting 


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