Spider-Man: Friend or Foe FAQ/Walkthrough

                         Spider-Man: Friend or Foe

                             Created 10-6-2007

                              Version 1.0


Table of Contents


1. Introduction.....................................[INDN]

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

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

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

5. Walkthrough......................................[WLKT]

    A. Tokyo.......................................[TKYO]

        -Industrial Plant..........................[TKYO1]

        -Secret Labs...............................[TKYO2]

        -The Rooftops..............................[TKYO3]

        -Oscorp Japan..............................[TKYO4]

    B. Tangaroa Island.............................[TNGI]


        -Sea Caves.................................[TNGI2]

        -The Cliffs................................[TNGI3]

        -Ancient Ruins.............................[TNGI4]

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

        -Sun-Drenched City.........................[EGPT1]

        -The Oasis.................................[EGPT2]

        -Unearthed Catacombs.......................[EGPT3]

        -Excavation Site...........................[EGPT4]

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

        -Oldworld Village..........................[TRVA1]

        -The Manor House...........................[TRVA2]

        -Graveyard Path............................[TRVA3]

        -Ancient Church............................[TRVA4]

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

        -Lower Village.............................[NEPL1]

        -Dark Caverns..............................[NEPL2]

        -Upper Village.............................[NEPL3]


6. Achievements.....................................[ACVS]

7. Upgrade Lab......................................[UPLB]

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

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

8. Legalites........................................[LGLS]


1. Introduction                                                        [INDN]


Its doubtful many will need this guide. The game itself is pretty simple to

beat. I just enjoy writing about games I enjoyed playing. Spider-Man: Friend or

Foe is not a complicated game but is fun to play with a friend. It may be meant

for a younger audience but I enjoyed playing the game solo and with others. As

long as you go into it knowing its mindless button smashing it can be an

enjoyable experience.


2. Version History                                                     [VSHY]


Version 0.95 (submitted 10-7-2007)

-Walkthrough complete

-Achievement list complete

Version 1.0 (submitted 10-8-2007)

-The basics completed

-Character list completed

-Upgrade Lab completed


3. The Basics                                                          [BSCS]


This section will do as the title suggests, describe the basics of the game.

The controls are simple enough to remember.

Y: changes between Spider-Man and his Sidekick

B: Grab/Web

A: Jump

X: Attack

RB/LB: toggles through web abilities

There are a few power ups that can be purchased or found in the game. These

power ups are used by hitting the appropriate direction on the directional pad.

The power ups only work if you have one in reserve to be used.

Up: Hero Strike (a team combo move)

Down: Extra Health

Left: Mega damage

Right: Invincibility.


4. Characters                                                          [CHRT]



Silver Sable


Black Cat

Dr. Octopus

Green Goblin


Iron Fist






New Goblin

Black Suit Spider-Man


5. Walkthrough                                                         [WLKT]


After a cool initial cut scene, Nick Fury brings Spidey on board the

S.H.I.E.L.D. helicarrier for a briefing. He requires Spider-Man's assitance in

saving the world. When Fury is done talking explore the consoles he mentions.

They include Game Options, Rewards, Upgrade Lab, and Sidekick Select. When the

exploration is complete stand on the arrow in front of the first mission select

console to begin the Tokyo, Japan level.


A. Tokyo, Japan                                                         [TKYO]



Industrial Plant                                                        [TKYO1]


Stepping to the end of the platform triggers Nick Fury to provide some advice.

This level like most initial tutorial levels will describe the nuts and bolts of

gameplay. Attack the initial wave of PHANTOMS using kicks, punches, and grapples

as described by Fury. When the PHATOMS are gone a ramp will lower guiding you to

the next area. Take note of the message about tokens because they are important

for upgrading the playable characters. Moving forward Fury and the computer will

discuss the importance of objects in the game. They can be thrown as weapons or

destroyed for power ups, tokens, etc. The next battle involves defeating a swarm

of PHANTOMS just in front of a closed door. Practice some combos and take

advantage of the new grapple tip provided (grapple then use X or A for different


Through this door and at the end of the next walk way is another group of

enemies. Defeat them and move through the door. After Spidey is finished

complaining about the heat move to the console with the arrow near it. Standing

in front of it will entice your teammate to move to the other console and

release two platforms. One platform provides access to a DNA helix while the

other allows further progress in the level. Now Spidey meets up with some larger

enemies than before. Fury recommends using the red containers quickly, if at

all due to their explosive nature. Attack the larger PHANTOMS just as you

attacked the smaller ones, the difference being there is a couple cool grapple/

web moves that Spider-Man can perform. Once the two big bots are defeated a

gang of smaller PHANTOMS apppear for destruction.

Fury describes how to switch characters then a fight ensues. Combo the enemies

and a ramp appears ahead leading to another DNA helix. Just by the helix is an

open platform where four large PHANTOMS will appear. Use the trip mechanism with

Spidey's web to knock them to the ground and attack. Move to the depressable

floor button and stand on it to release the next ramp. There will be a hole in

the center of a platform with several boxes to the left. On the right side of

the hole will be two consoles. Standing in front of them will activate a

platform to rise through the center. Jump on the platform to get the third DNA

helix in the level. Exit through the tunnel ahead and be prepared for what you

may call a mini-boss battle.

The mini-boss is not that tough. He will stomp the ground and send out a shock

wave as well as release small flying attack bots. Use the boxes in the area to

throw them at the boss until he dies. If you run out of boxes use the

grapple/web button to grab the flying bots and toss them back at their creator.

Defeat the numerous enemies to unlock the doors ahead. Be sure to pick up the

keystone to the left of the ramps leading to the exit of this area. Move pass

the keystone to use it to open a door to a secret area. Defeating the 10 or so

PHANTOMS in this area will unlock an arena for versus mode. Exit and move up

the ramp (picking up the DNA Helix). This next room also has a large number of

PHANTOMS. Defeating them allows access to the next area, a cutscene with

Black Cat and Level Complete.

Upon completion of the level you return to the Helicarrier and now have Black

Cat as a playable sidekick. Upgrade any powers you like, check out your rewards,

and switch your sidekick. When ready move on to the next level.


Secret Lab                                                             [TKYO2]


The first thing you see when you enter is a DNA Helix just waiting to be picked

up. Unfortunately, grabbing the collectible causes several PHANTOMS to appear.

Focus on taking out some of the large PHANTOMS first then attack the smaller

ones. The web trip works wonders against the larger foes. The room with the well

lit floor contains the next battle. Be sure to destroy the square metal objects/

consoles in the room to find a DNA Helix. On top of the center cylinder in the

very next room floats the final Helix. The subsequent room contains Dr. Octopus

and a boss battle.

There are two generators on the ground in front of Dr. Octopus. Use the boxes

that slide by on the moving floor to destroy the generators. Web grappling then

throwing works very well. The main problem is preventing the generators from

shooting the boxes you intend throw. The lasers will also take some of Spidey's

health but it shouldn't be a real issue. For the most part the lasers can be

avoided with timely jumps. Even if they do connect they don't do a huge amount

of damage. After connecting with a couple boxes on the generators Doc Ock will

jump to the ground between them with a thunderous green shockwave. Jump to avoid

taking damage from the wave. While Dr. Octopus is fixing his generators move to

his position and wail on him with the X button. He may use one of his arms to

knock you back but just get up and continue to punch. Eventually, the villains

health is depleted and he decides to join the fight.


The Rooftops                                                            [TKYO3]


Moving from right to left this time go down the stair like area formed by the

roof to encounter several large PHANTOMS. Take them out then notice the DNA

Helix and Keystone nearby. Jump to the next roof and grab the Keystone at the

bottom of the ramp. Move up the ramp, then jump onto the higher roof to obtain

the helix. Defeating the next band of PHANTOMS opens a door. Move through the

door to find the OSCORP building in the distance. After two more battles you

see a door closed in the distance and the computer scans an "unknown device".

At this point you need to jump to the roof at the top of the screen. Jump onto

the metal box and to the roof above. To the left will be the door that can only

be opened using the Keystone. Defeat the PHANTOMS and exit to unlock a new

arena for versus mode. After a couple of jumps the team arrives at the device.

Fury says it is a PHANTOM Transporter. Destroy it and no more PHANTOMS will

appear. Focus your attack on the generator. Jumping attacks will allow you to

hit the transporter and not be attacked by the PHANTOMS. For the most part your

teammate will be able to take care of the enemies, just concentrate on

destroying the transporter.

Defeating the two enemies that appear in the next area generates ramp to another

battle and a pressable floor button. The button will create a bridge to the

rooftop in the distance and allow Spidey to acquire another DNA Helix. JUmp up

the ledges the PHANTOMS appeared on to continue. In the bottom left corner of

the roof after passing the Blue Balloon creature in the background is another

DNA Helix. It is on the roof top where the PHANTOM Rovers are encounter (the

small flying enemies). Next Spidey encounters another mini-boss. This PHANTOM

is destroyed by throwing the rovers at it just like the last one was. Web the

flying enemies to you and jump over the bosses' shockwave attack. Throw the

rover at him to inflict damage. Once he is gone move through the now unblocked

door. Stand on the button in the center of the room to open the door and

complete the level.


Oscorp Japan                                                           [TKYO4]


For some reason there is a green tint to this level that takes place in an

Oscorp facility. I wonder why that is? Could it be foreshadowing of something

to come? Anyway, Spidey is immediately greeted by a few PHANTOMS that when

destroyed lead to an open door with some punching bags with feet. Destroy and

move forward up the staircase. Around a corner and up another staircase is one

of the mini-bosses again that can be destroyed by throwing objects at it. Also

your partner will likely stand in front of it attacking thereby providing some

considerable damage.

When Spidey mentions the Goblin you will have a DNA Helix right in front of you

take it and proceed. On the platform just after getting the helix, you encounter

a few PHANTOMS. Take them out and enter the building. After passing the windows

on the green walkway there will be a open area to the left. In this area you

should see a blue destoyable object and a box. Move toward the blue object and

go around the corner to the left to get a well hidden DNA Helix. Now step on

the floor button to open the door to the Green Goblin battle.

The battle is fairly simple and will be extremely easy if you used your tokens

to upgrade Spider-Man's health. Goblin will stay in the distance and throw

projectiles at Spidey. Occasionally, pumpkin bombs will appear on the rooftop.

These bombs are to be thrown at the Goblin. Continue to connect with the

pumpkin bombs will avoiding his projectiles to force Mr. Osborne into



B. Tangaroa Island                                                     [TNGI]



Beachside                                                              [TNGI1]


Moving forward, Fury will explain how to switch between Spidey's web based

attacks. Take out the enemies with a combination of melee and web projectiles.

Many of the rocks on the beach are destroyable (just like the boxes earlier) for

tokens. Move through the small opening in the moutain to obtain a DNA Helix.

Just ahead will be numerous beach dwelling PHANTOMS take them all out to open

the bamboo gates ahead. The subsequent part of the beach will contain a large

green mini-boss that is a little trickier than the ones in Tokyo. This guy has

a shield, a large club, the ground surge attack we seen before, as well as a

repeated surge attack. Before attacking I'd recommend not destroying the two

large rocks near the enemies position. Standing on these rocks will protect

Spider-Man from the repeated surge attacks. An easy way to defeat him is to use

one of your invincibility power ups, move close, and attack.

Through the next gate will be more sand and more PHANTOMS. Once they are

destroyed cross the broken bridge making sure to jump up for the DNA Helix and

exit through the gate. Cross the foot bridge. On the other side are two PHANTOMS

that when destroyed will open the gate. Guess whats on the other side. Thats

right more PHANTOMS. This time their destruction will lead to a pillar rising

from the ground to provide access to higher ground. After the first bridge

look to the right to see some grassy rocks. Jump on top of the rocks to get

a DNA Helix. Cross over another bridge to encounter a club wielding PHANTOM.

Again use an invincibility power up to take him out with ease.

Another bridge needs traversing before becoming surrounded by PHANTOMS from

above. As they jump down take them out. Spider-Man's leveled up web line attacks

that cause the explosion of a thrown enemy works wonders. Jump up to the ledge

and move to the right to find this area's Keystone. The door this keystone

unlocks is on the next ledge as you progress through the level. Destroy the

PHANTOMS to unlock another arena. Winning the next battle raises another pillar

so Spidey can access a higer area. Destroy the transporter to exit the level.


Sea Caves                                                              [TNGI2]


Take out the two large PHANTOMS to raise a pillar across the bridge. Use the

raised platform to reach the next battle. Continue up the ledges and step on

the button to call forth a bridge. Use the bridge to arrive at an area dense

in PHANTOMS. Combo your way out of trouble to activate another bridge moving

button. After crossing the bridge make a jump to the next ledge and pause. To

the back of the screen is another ledge that leads to the right for a DNA Helix.

Return to your progress through the level to encounter probably the largest

battle to date. It may be the largest but it still isn't anything to worry

about. The enemies keep coming but Spidey keeps attacking. When they cease to

attack the door opens to the cave.

The first enemy in the cave is the shielded giant PHANTOM. Use the same method

as before. Alternatively, the special attack with your teammate can be used for

an instant kill or you can sit back and attack with web projectiles. In any

event you will want to proceed forward. The next important encounter is with a

door. Stand on one of the blocks in front of the door to open it and find the

level's other DNA helix. Press forward for another large battle against some

PHANTOMS then find the door leading to Scorpion.

Scorpion is on the high platform while Spidey is on the lower center platform.

While Scorpion is in his current position he will attack with lasers from his

tail. Jump to the left and then to the small platform below Scorpion's position

to reach him. Melee attack him until he jumps away. When near him he will attack

with a spinning tail attack or a constant laser from the tail. Either way just

continue to move to his location and combo him. Landing in the lava is somewhat

detrimental to Spidey's health but not drastically so. At one point late in the

fight the small ledge used to reach Scorpion will change sides. Its not really

a big deal because either side is equally easy to access. Once he is deafeated

Scorpion joins the team.


The Cliffs                                                            [TNGI3]


Move up the rocky incline to the first battle. It occurs when you reach the

grassy area. Take out the PHANTOMS to force a bridge to appear to the left.

Before continuing, step on one of the buttons at open grassy area. Your partner

will step on the other creating a bridge that leads to the first DNA Helix in

the level. Move across the partially broken bridge to find a battle with several

large PHANTOMS and a few smaller ones. Defeat the enemies and progress to

another bridge summoning ground button. Fight off five or six more large enemies

so Spider-Man can bring forth another bridge.

After moving over the bridge, jump the ledges and fight your way down the ramps

to open the door. Take out a couple of drones and follow the path down. At the

bottom of the dark area is a difficult to see tunnel that leads to the next

area. The door closes and a giant PHANTOM appears. Hopefully, you have found an

invinibility power up that will make this battle simple. If not stay to the rear

and attack with projectiles. Follow the walkway to the bottom for another

battle. When the room is clear the door will open but don't leave yet. There is

a stone statue to the left of the door that when destroyed reveals a DNA Helix.

In the next area, after walking down the ramp, pass by the large cylindrical

object and jump to the platform. The next platform has two floor buttons that

raises some land from the water below. Use this newly discovered piece of rock

to reach the Keystone for this area. Return to the ledge with the two buttons

and cross the bridge to find the door the keystone opens protected by several

PHANTOMS. Fight them off and enter the locked door. Defeating the enemies

inside unlocks another new versus arena. Exit the keystone room and jump on the

stone head to the rear of the area to access a higher ledge. Move by the closed

door with the depressed button and jump the small gap in the path to get a DNA

Helix. Return to the door to fight some PHANTOMS then press the floor button.

In the next portion of the area jump to the left to find the final DNA Helix in

the Cliffs level. Defeat all the enemies to open the door ahead. Destroy the

PHANTOM transporter then step on the button to create a bridge. The bridge

leads to a cut scene involving Iron Fist who now is a playable character.


Ancient Ruins                                                          [TNGI4]


Move to the left and cross the bridge. Now defeat two groups of PHANTOM

attackers before dropping to the ledge below and activating the ground button

that creates a bridge. Across the two bridges sits a small platform with some

enemies blocking a door way. Defeat the enemies to open the door and arrive at

at a grassy field with more PHANTOM warriors. Beside the bridge leading to the

grassy field is a path leading to a DNA Helix. There will be two buttons on the

lower ledge that will create a path to the helix. Return to the bridge and move

forward to activate the ground button that will allow progression in the level.

The bridge that is formed leads to more PHANTOMS guarding another bridge. Before

crossing the next bridge look around the side of the cliff to find a button that

will raise a pillar so Spidey can access the higher ledge and obtain a DNA

Helix. Fight off two more groups of PHANTOMS to arrive at a door that leads to

a fight with Rhino.

Rhino may be the most difficult boss so far. The battle field is small. You can

and likely will fall of the edge at the bottom of the screen. If this occurs

your teammate will jump in to finish the fight. To further complicate matters

the entire area is surrounded by an electric force field. Initially, Rhino will

pound the ground causing rocks to fall from above. Use these rocks to toss at

him for some damage. Rhino's attacks consist of the rocks falling from the sky,

a melee punch (when nearby), a charge/bullrush, and a ground pound shockwave

attack. There are two primary ways to deal damage to Rhino. First is the rocks.

Secondly, is hand to hand combat. It is best to use the rocks while constantly

on the move. Usually, when the rocks are gone he will pound the ground to

create more. Occassionally though, you will have to attack a couple of times or

induce him to charge into the electric pillars to activate more rocks.

Basically, if you can avoid falling of the edge, while staying on the move and

throwing rocks Rhino will soon be another super villain sidekick.


C. Egypt                                                                [EGPT]



Sun-Drenched City                                                       [EGPT1]


Move down two flights of stairs and step on the lightly colored well blended

floor button to create a bridge. On the other side of the bridge there is a

PHANTOM battle and you get the newest web based ability, Web Stun. Once the

PHANTOMS are gone move to the center circular structure and look to the left.

There is a bridge creating floor button to stand on. Across the bridge is a

large PHANTOM. That will throw explosives. Defeat him using the web line

tripping attack. Before exiting the battle field destroy the box in the corner

to obtain a DNA Helix. The next area has a Keystone door but we don't have the

keystone yet so continue down the stairs.

When you arrive at the bottom Spidey and fried are greeted by several large

PHANTOMS and a few recon drones. Use the recon drones as weapons against the

larger enemies. To avoid the explosives being used against you stay in the air

with well timed jump-throws or jump-web line attacks. Proceed to the next open

area where you will face a giant PHANTOM with a staff. He like the others is

easily defeated using an invinibility power up. Move through the newly opened

door and down the stairs. There is another fight with the "normal" sized

PHANTOMS that should not be a problem. Press the floor button at the end of

the long narrow passage to continue. The bridge that is created will walk Spidey

right through a DNA Helix.

Upon moving down a couple sets of stairs there is a large open area where a

good sized battle occurs. Focus on the larger PHANTOMS using the trip web

attack. Then move onto the normal sized PHANTOMS. Again if you have the virus

creation when thrown web line ability this battle will be a breeze. The door

that opens leads to a series of buildings that seem to be a good hiding place

for a collectible. As far as I can tell there is not one there though. There is

some PHANTOMS to destroy. Once they are out of the picture a floor button

appears leading the team out of town. Proceed across the bridge to find a

PHANTOM transporter in the middle of no where. Well I guess it should be

destroyed. Exit through the door. There is a final battle (for this level at

least) against some large PHANTOMS. Just stand in between two of them and

alternate the web line trip attack for an easy victory. Once they are gone

don't leave just yet. Instead move to the rear left of the area and stand on

one of the floor buttons. A platform will unhinge allowing access to the

nearby roof. On  the roof is a DNA Helix and a secret passage to the Keystone.

Backtrack to the keystone door we saw previously and unlock a new arena for

versus mode if you want.


The Oasis                                                             [EGPT2]


Defeat the initial surge of enemies and step on the ground button to release the

bridge. In the distance a door closes that just "can't stay closed." Opening the

door requires defeating several large PHANTOMS. Step on one of the buttons near

the bridge to open a door to the first DNA Helix of this level. Crossing the

foot bridge leads to another skirmish with some normal sized PHANTOMS as well as

a grey stone ground button that, you guessed it activates a bridge.

Jump to the next plateau and cross the foot bridge. On the other side is some

buttons that when stepped on open a door to the Keystone for this level. Next

a few PHANTOMS will teleport in from the distant cliff. Take them out and move

to the ground button beside the right hand column. It activates a bridge to the

next area. Here Spider-Man encounters numerous large PHANTOMS. They all throw

explosives so stay on the move. Standing in one spot too long can be

disasterous. Utilize Spidey's web line trip attack to take out the enemies while

mixing in a few punches. The defeat of all the PHANTOMS raises a platform near

where Spidey entered. Use this platform to gain access to higher ground and a

fight against several normal sized enemies. Once they are defeated your path to

the next ground button is shown.

In this area a bridge will move away and PHANTOMS appear. Defeat the enemies

and activate the button to reform the bridge. Once across move to the right.

Don't head toward the green explosive container. There is a secret door with

some vases that can be destroyed for extra tokens. Now continue forward and

enter the keystone door if you so desire. Once the new arena is unlocked proceed

to the next button to open the door. The other side of the door houses several

recon PHANTOMS and a giant PHANTOM that is easily destroyed using an

invincibility and attack power up. Move across the newly reformed bridge and

go through the opening in the mountain. Just by the opening is a battle against

a small number of PHANTOMS. Reform the bridge and continue.

Step on the two stones in front of the door to receive the final DNA Helix in

the level. Just ahead is the final battle of the area. Nothing to worry about,

just a few recon and normal PHANTOMS. Once they are defeated you come to an

entrance of a Sphinx. Spidey also notices Lizard investigating some markings

on the wall. A PHANTOM attacks and is easily taken out by the giant reptile.

He is on the team.


Unearthed Catacombs                                                  [EGPT3]


Spidey immediately encounters a group of large PHANTOMS. This time though they

don't throw explosives, instead they have a constant stream of damaging breath.

Defeat them to open a door to progress in the level. The other door in the room

is opened by standing on the floor buttons. Inside is a DNA Helix. Fight of the

normal sized PHANTOMS then jump the gap in the room's center. At the end of the

hall is a giant PHANTOM guarding a door. Use invincibility to take him out and

exit through the newly opened door.

After two moe small skirmishes, Spider-Man enters a room with a ramp that

leads to a fight against several large PHANTOMS. Again stay on the move and

attack with the web line. The gate that opened leads to a ramp and another

fight. Before moving forward go back up the ramp and notice that there appears

to be a door to another room. In order to open the path punch or web shoot each

of the two blocks with an eye. The room contains the Keystone for the level.

Jump below and enter the next room to find a small battle and the keystone door

at the bottom of the ramp. Clear the room to acquire a new versus arena then

continue progress through the level.

At the bottom of the next ramp is another one of the doors with the two eye

carvings that can be hit to allow passage. The room contains a DNA Helix. Move

deeper into the catacombs to find a small foot bridge. On the other side is a

battle against some large PHANTOMS. Once they are disposed of the hall in the

next area will be blocked by a giant PHANTOM. Turn on an invincibility power up

to make quick work of the enemy and follow the ramp to a final DNA Helix. Clear

the next room of all four large enemies to complete the level.


Excavation Site                                                       [EGPT4]


Drop below and several PHANTOMS will teleport in for a battle. Defeat them to

raise a platform to connect the bridge ahead. At the other end of the raised

platform is a door with two buttons in the wall that can be attacked to allow

entry. The first DNA Helix is inside. Just ahead two giant PHANTOMS will appear.

They each have a staff for melee attacks, will create a shockwave with their

stomp, and attack with a steady stream of breath. The easy way to take them out

is to use invincibility and attack power ups to take out one of the two enemies.

Now use the explosive containers on the second with a combination of web shot

attacks. Its even easier if you have a team attack power up to use.

There is no time to rest because the next area has a battle against a seemingly

endless supply of normal sized PHANTOMS. Take them out to unlock the door below.

Before entering though stand on the buttons at the back of the screen to get

the second DNA Helix. Use the button just ahead to release a door to access a

wooden scaffold where several enemies will be ready to attack. Take them out

to raise a couple of platforms. Before traversing the platforms investigate

the two floor buttons at the rear of the screen for some tokens. Now use the

platforms to encounter a group of large PHANTOMS that when defeated release

more platforms below. These platforms lead to Sandman.

Sandman has some interesting attacks. At first he will stand at the back center

and summon waves of sand by moving his arms up. Jump the waves and move closer

to his position. As you approach he will then hunch down close to the ground

and bring forth large sand fists that will push you away from him. If you make

it to his postion unleash a melee combo. This will cause him to move to the

front of the area. While there he will call forth sand spikes from below. Just

jump to where he is and combo some more. Those are his attacks: a sand wave,

sand fists, and sand spikes. There is no throwing invovled all it takes for

victory is avoiding Sandman's attacks and hitting some combos. Sandman joins

the team.


D. Transylvania                                                        [TRVA]



Oldworld village                                                       [TRVA1]


Move toward the quaint village and destroy the two PHANTOMS that appear. Create

the bridge by stepping on the button at its base. Defeat the PHANTOMS blocking

the town's entrance and proceed forward. Another fight and another open door.

This door leads to a battle against several large PHANTOMS. When they are taken

out move by the well and run towards the screen. On a small ledge below you will

find the Keystone for the level. Enter the next area but don't take the bridge

at first. Instead move to the back of the area and find a separate floor button

that releases a platform providing access to the keystone door. Exit when the

enemies are defeated and the arena is unlocked. Now cross the bridge.

On the other side of the bridge a few normal sized PHANTOMS will be waiting.

Once they are defeated their big brothers appear and want their heads bashed in

too. Move up to the door that was shown and get the DNA Helix behind the crate

to the left. Through the door is an open area with numerous PHANTOMS that are

ready for destruction. There is a DNA Helix before you exit as well.  Use the

bridge to gain access to some stair like rock formations. As you are climbing

the stair rocks look to the right of the screen to find a door that will be

opened by standing on the floor buttons. Inside is a DNA Helix. Defeat the

enemies at the top to enter the next door.

Cross a bridge that does not have to be created and climb a flight of stairs to

encounter some large PHANTOMS ready for a fight. At the top of the next set of

stairs is a giant gate guarding PHANTOM. Turn on some invicibility for a supreme

butt kicking. Spider-Man mentions his Spidey Sense is tingling and I can see

why. There are several PHANTOMS behind the door. There are several throwable

objects on the path to the fight. Use them to your advantage as well as the

cart with the explosives in the far corner. Continue to move and attack and the

battle will end in victory. Afterwards, Spidey is excited about investigating

the creepy house.


The Manor House                                                      [TRVA2]


Defeat the large PHANTOMS to open the gate ahead. There is a transporter that

needs destroyed before entering the house. Fight off the PHANTOMS inside the

house then use the two floor blocks to open a door to the first DNA Helix. The

subsequent hall has a door to the right that can be opened to obtain the

Keystone. On down the hall is a battle against a few large PHANTOMS. The dining

room is the site of the next fight. After the room is cleared proceed up the

stairs. Approximately half way up look to the right to find a hidden hall

leading to the keystone room.

Return to the stairs and continue up. The next battle room has you surrounded.

Winning gives Spidey the right to collect another DNA Helix. The next set of

stairs leads to a room with a couple large PHANTOMS and a giant one. In the

room with the helix you may have found a team combo power up that would come in

handy here. Exit through the door to the outside. Cross the balcony and fight

of the enemies to open a door above for reentry into the house. At the end of

the hall a cut scene has the Daywalker Blade joining the team.


Graveyard Path                                                         [TRVA3]


Move down the creepy path to enter the first battle. Defeating the PHANTOMS

unlocks the gate. Descend the rocky steps to fight a series of large enemies.

There defeat creates a button on the broken bridge. Crossing the bridge leads

to a transporter to destroy. Upon its destruction use the gate in the back.

Take the walk way ahead defeating the few enemies encountered. When you cross

the bridge look to the left and enter the room in the back for a Keystone.

Return, defeat the PHANTOMS that appear and jump up to the small ledge in the

back to the left of the gate. There is a DNA Helix at the top. Exit through the

newly opened gate.

Take out all the normal sized enemies in the area with the pool of water.

Through this next gate sits the keystone door. Defeat the enemies inside to

unlock another arena. Exit the keystone room and move to the right of the

screen. Cross the bridge and battle the large PHANTOMS for the right to move

through the gate at the top of the summit. The other side of the gate has

another battle that when won unlocks the ability to step on a block and open

the next door. Proceed to the next ground button and open the gate. There will

be a bridge to the immediate right. Activate it by standing on the button. At

the other end there are two large stone monuments the one on the right has a

DNA Helix. Now move back across the bridge to the fountain ahead. Spidey was

right there is a creepy church. Take out the giant PHANTOMS with a team power

up or by using the invinibility power up.


Ancient Church                                                        [TRVA4]


The first two rooms in the church has Spidey battling large PHANTOMS. After

winning in the second room, take the stairs up and look to the left. The door

can be opened using the buttons on the floor to acquire the first DNA Helix of

the level. The next set of steps leads up to another fight and a side door that

is unlocked with floor buttons. This side door only has tokens inside. Get them

if you like but proceed deeper into the church either way. The next room has a

couple of large PHANTOMS that when defeated leads to a spiral staircase. The

following hall has a two floor buttons that when depressed lead to a DNA Helix

on the balcony.

The next area has a battle that will open a door at the end of a second spiral

staircase. Step outside to encounter, as if you didn't already know, Venom.

Venom will encase the giant bell with symbiote webbing. Attack the bell to

break it free from the webbing then hit it again to make it ring. While it is

ringing combo Venom and he will run inside saying he will not be defeated by

Spider-Man. Chase him into the next room and break both of the bells free.

Occassionally, Venom may pull you near with a tendril attack or may spit a

green mist. Just focus on the bells and once both are ringing he will run again.

This final room has three bells that when rung simultaneously will finish off

the symbiote. Spider-Man reluctantly has Venom join the team.


E. Nepal                                                                [NEPL]



Lower Village                                                           [NEPL1]


Cross the small bridge to fight the first battle of Nepal. When victory is

obtained step on the blue button to proceed. Just ahead the village gate is

guarded by a crew of PHANTOMS. Defeat them and enter the community. The

welcoming committee consists of angry PHANTOMS. Once they are appropriately

introduced to you and your teammate move across the bridge and acquire the

Keystone. Go back across the bridge and enter the keystone room to get another


Cross the bridge one more time and move down the stairs ahead after moving to

the left side to obtain a DNA Helix at the cliff's edge. The next area

sees two gates close as Spidey comes under attack. Defeat the enemies to open

the gates. Continue to fight forward to find a transporter that has to be

destroyed. The gate that opens leads the team to a cliffside area where a

small door is guarded by two large PHANTOMS. Defeat them and the door is open.

Instead of entering though jump up a level to find a secret room with a DNA

helix. Upon completing another minor skirmish you will find a giant PHANTOM

guarding a gate. Defeat him as before (invinibility power up) and continue.

The next area has a small door close suddenly. You should have seen a DNA

Helix behind the door. It is protected by 6 or 7 large PHANTOMS. Ahead is the

end of the level. That is once you defeat the numerous normal sized PHANTOMS

that are potecting the way through the mountain.


Dark Caverns                                                           [NEPL2]


Fight your way across the broken path and up some ledges. Defeating the enemies

opens the door. Before entering look to the left to nab a Keystone. Fight your

way down the path and after you face the giant PHANTOM look to the right in a

following room. There will be a gold statue that serves as the keystone room.

There is also a DNA Helix near the exit of this area. The last DNA Helix is

located at the beginning of the last room just beside the door. At the end of

the level we find that Mysterio is behind this mess and Spider-Man decides to

stop at nothing to put an end to the villain's master plan.


Upper Village                                                          [NEPL3]


Go toward the house ahead and investigate the door for a team combo power up.

Continue across the bridge for the first battle then activate the bridge by

standing on the ground button at the edge of the cliff. Across the bridge Spidey

will engage in another battle. Once the fight is over the camera pans up to the

opened gate revealing the Keystone as well. Use the ledge to the left of last

building to gain access to the roof. Once on the roof web swing over to the

keystone and then into the cavern. Defeat the three large PHANTOMS so that you

can proceed up the stairs. At the top is the keystone room. Unlock the new

arena then continue forward.

The next encounter is with a transporter. Destroy it then investigate the edge

of the cliff for a DNA Helix. Just around the bend is a very visible DNA Helix.

Move up the wooden ramp. This battle initially consists of normal sized PHANTOMS

but as you destroy enemies the size increases to large and finally a single

giant PHANTOM. Continue fighting until you hear Spidey discuss Mysterio's hiding

place being the temple. The camera will pan up and show you the last DNA Helix

in the level. At the end you will face another progression of enemies based on

size (normal to large to giant).


Temple                                                                 [NEPL4]


This level starts out with a fight against two giant PHANTOMS. Once they are

disposed of enter the temple. Defeat enemies until you reach a large room with

a square pattern design on the floor. In the hall just before this room there is

a side room that contains the first DNA Helix. Use the blue floor button to

reveal a set of stairs. At the top of the stairs is a room with a diamond design

on the floor. To the right is a small room with a DNA Helix. Use the blue floor

button to continue the mission. Up these stairs and to the left is another small

room with a DNA Helix. The final battle is against Mysterio.

Mysterio will be hovering high in the distance on the balcony. Lasers will shoot

from the statues at Spidey's level. Move to the left side of the room and jump

as the laser moves by. You should be able to avoid most of the attacks. The

lasers will stop and Mysterio will throw boxes at you. Some of the boxes will

land harmlessly. Pick these boxes up and hurl them at Mysterio. Hit him 3 times

and he comes to the ground. Here he will perform an attack. Either a laser beam

attack, a shockwave, or a pink portal attack that knocks Spider-Man into the

air. When three attacks are performed he will stand still momentarilly. While

he is still move to him and combo. The pattern pretty much stays the same

throughout. The changes occur with more variety in Mysterio's attack pattern

while on the ground and extra projectiles from the statue. All in all though he

shouldn't give you too much trouble.

Congratulations the world is safe yet again thanks to Your Friendly

Neighborhood Spider-Man.


6. Achievements                                                        [ACVS]


1. Tokyo Complete (125)

  -Find all collectibles, find all secrets, and defeat all bosses

2. Tangaroa Island Comlete (125)

  -Find all collectibles, find all secrets, and defeat all bosses

3. Egypt Complete (125)

  -Find all collectibles, find all secrets, and defeat all bosses

4. Transylvania Complete (125)

  -Find all collectibles, find all secrets, and defeat all bosses

5. Nepal Complete (125)

  -Find all collectibles, find all secrets, and defeat all bosses

6. Lightning Strikes (25)

  -Obtain a hit chain higher than 15

7. Combo Meter Master (25)

  -Fill the combo meter all the way to level 4

8. Our Powers Combined (25)

  -Initiate a Hero Strike Power-Up

9. Web Slinger (75)

  -Fully upgrade Web Line with all available Modifications

10. Arachnid Artillery (75)

   -Fully upgrade Web Shoot with all available Abilities and Mods

11. All Tied Up (75)

   -Fully upgrade Web Stun with all available Abilities and Mods

12. Fury's Fourteen (75)

   -All characters are fully upgraded with all Attacks and Attributes


7. Upgrade Lab                                                         [UPLB]



A. Web Lab                                                             [WBLB]


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

available for each.


Web Line


Grab- small PHANTOMS are nabbed from afar

    -Explosive Grab- Grabbed small PHANTOMS will explode on impact when thrown

    -Super Explosive- Grabbed small PHANTOMS will explode with great force

Web Line Throw- Medium PHANTHOMS are tethered and thrown at a high velocity

    -Nanovirus Throw- thrown medium PHANTOMS will explode with a nanovirus

                      that does damage over time

    -Super Nanovirus- thrown medium PHANTOMS will cause a massive nanovirus

                      cloud that infects for a longer time

Web Line Slam- Medium PHANTOMS are tethered and slammed hard into the ground

    -Slam Blast- Slammed medium PHANTOMS will damage surrounding enemies

    -Shockwave- Slammed medium PHANTOMS are devastated on impact rocketing

                volatile energy in all directions

Web Line Trip- Large PHANTOMS get their feet yanked out from under them

    -Quake Impact- Tripped Large PHANTOMS will damage surrounding enemies

    -Trip Impact- Trippped large PHANTOMS will take more damage when the fall


Web Shoot


Web Bomb- Filling a web ball with liquid-nitro creates an explosive package

    -Size Multiplier- The web Bomb blast will be larger and cause more damage

Single Shot- Spider-Man fires a web projectile from each wrist

    -Double Webbing- The single shot will fire two web projectiles for every

                     button press

Web Burst- A high compression spinneret chamber creates a conical burst of

           multiple web pellets

    -Size Multiplier- This modification increases the size of the burst

Dual Shot- Spider-Man follows up the one-two combo with a dual wrist dose of web

    -Ricochet Shot- Dual Shot will fire rubbery projectiles that hit multiple



Web Stun


Web Stun Wrap- small PHANTOMS are subdued by a cocoon of sticky webbing

    -Explosive Wrap- Wrapped small PHANTOMS will overcharge and detonate

    -Super Explosive- Wrapped small PHANTOMS detonate in a massive explosion

Web Stun Constrict- Medium PHANTOMS are held in place by thick strands of web

    -Constrict Drain- Constricted medium PHANTOMS produce red orbs as their

                      energy is drained away

    -Super Drain- Constricted medium PHANTOMS produce more red orbs

Web Stun Blind- Large PHANTOMS are blinded by a torrent of webbing in the face

    -Shock Blind- Blinded large PHANTOMS will take damage from a disruptive

                  burst of electricity

    -Super Shock- Blinded large PHANTOMS will damage surrounding enemies in a

                  storm of electricity

Mass Stun- Fountains of sticky webbing from above will wrap, constrict, and

          blind all enemies below Spider-Man


B. Character Upgrades                                                  [CHUP]


Each character can be upgraded in three categories. Each category has three

upgrade slots. Additionally, all characters other than Spider-Man have a

special move that can be purchased for 500 tokens. The attributes that can be

upgraded for everyone are:

Health- This upgrade grows your health meter allowing you to take more damage

Strength- This upgrade will increase the amount of damage you deal to enemies

Toughness- This upgrade will decrease the amount of damage received

The special move for the sidekicks are

-Silver Sable

    -Beam Blaster- Silver Sable overcharges her blaster cutting the air with a

                  beam of hot plasma


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

                       gas canisters

-Black Cat

    -Tornado Claw- Black Cat spins her grappling hook in a wide arc striking

                   all enemies in the area

-Doc Ock

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

                      four directed shockwaves

-Green Goblin

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

                    of deadly lightning


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

-Iron Fist

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

                     surrounding enemies


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

                    the earth


     -Lightning Lunge- Lizard lunges forward with incredible speed, striking

                       with his claws and tail


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

                 around him


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

                   PHANTOM technology


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

                       black spikes

-New Goblin

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

                     of deadly lightning


8. Legalities                                                          [LGLS]


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.

E-mail: [email protected]

Copyright 2007 Jason Fryer a.k.a oldschool312