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

                            Ultimate Spider-Man
                  Version: 1.00 [Last Updated: 07/27/06]
                          Written By: Legomondo
                         Game System: Nintendo DS

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

Hello folks.  It's definitely been a while since I've written anything for
GameFAQs.  With school, a job, and the like, it gives me very little time, as
well as my apathy for doing any work! :P  I got this game at Circuit City at
their July 4 sale for $8.96, which was a pretty good deal.  This being a
rather short game and noticing that there isn't a full FAQ/Walkthrough up has
motivated me to make one.  I hope you find it useful.

If you have any questions that you want to email me, you can do so at:
Legomondo [at] yahoo [dot] com.  If you're wondering why I spelt out the @ and
, it's because I get a lot of spam mail due to my guides, which I'm guessing
is due to lots of spam bots.  So, instead of depriving you all a way to
contact me, this will [hopefully] stop a new wave.  PLEASE include the title
of the game in the subject.  And while I appreciate contributions, such as
alternate walkthroughs, I may or may not post them.  Also, I may or may not
respond for a very, very long time.

                                              - Legomondo

+*+.=====================================================================.+*+.
[0]           -=-=-         [ Table of Contents ]         -=-=-           [0]
'+.+'====================================================================='+.+'

 1.  Version History
 2.  Game Basics
   »  2.1  Spider-Man
   »  2.2  Venom
 3.  Walkthrough
 4.  Multiplayer
 5.  Cheats & Secrets
 6.  Legal Information
 7.  Credits

+*+.=====================================================================.+*+.
[1]           -=-=-          [ Version History ]          -=-=-           [1]
'+.+'====================================================================='+.+'

07/27/06 - 1.00: Everything is finished.  If I ever play multiplayer, I'll
 update this FAQ.  Until then, your submissions are welcome.

07/25/06 - 0.70: It's kind of funny, but I've been working massively on this
 guide.  That's why I've submitted an update on the same day.  I've done most
 of the bosses, since that's mainly what people seem to be stuck on, but I'm
 finish up the missions as well.

07/25/06 - 0.50: Basically everything is completed except for the
 walkthrough.  It's taking a bit longer than I expected, but I plan on
 finishing it before school starts again.  I also might plan to add the
 script in the future.

+*+.=====================================================================.+*+.
[2]           -=-=-            [ Game Basics ]            -=-=-           [2]
'+.+'====================================================================='+.+'

Welcome to the "Game Basics".  Here, you can find out individual moves for
Spider-Man and Venom, in case you lost your manual or the like.

*******************************************************************************
                                  Controls
*******************************************************************************

                 -=[ Spider-Man ]=-                 -=[ Venom ]=-

+Control Pad    : Move/Crouch/Aim/Swing              Move/Crouch/Aim
B Button        : Jump/Web Swing                     Jump
X Button        : Punch                              Close Attack
A Button        : Kick                               Tendril Attack
Y Button [hold] : Web Line/Zip & Object Interaction  Tendril Zip/Shoot Tendril
Y Button [tap]  : Web Shot                           Tendril Zip/Shoot Tendril
Start Button    : Pause Game                         Pause Game
Select Button   : Cycles special moves in multi.     N/A
R Button        : Special Move                       Feed
L Button        : Dodge                              Jump
Touch Screen    : Select Special Moves               Tendril Grab/Feed

*******************************************************************************
                                   Combat
*******************************************************************************

Combat in this game can be very different depending on who you're playing as.
With Peter Parker/Spider-Man, it's mainly a simple side-scrolling adventure
where your skills keep you alive.  With Venom, the touch screen is much more
integral to controlling him.  Although it is possible on some levels to
control Venom using just the buttons, on others, it is not.

[ 2.1 ] ----------------------::[ Spider-Man ]::----------------------- [ 2.1 ]

Pushing the X and Y Buttons will cause Spider-Man to punch and kick
respectively.  Keep tapping those buttons while moving in a horizontal
direction to perform a combo consisting of three hits.  You may also mix and
match at will.

 -=[ Attacks ]=-

 Uppercut Punch - [X + UP]
Just like the title suggests, Spider-Man will perform an uppercut punch which
is capable of knocking a simple enemy back, or for punching enemies in the air.

 High Kick - [A + UP)
Pretty much similar to the "Uppercut Punch", except with the legs.

 Head Stomp - [Jump, DOWN + A]
Spider-Man does a kick straight down.  I find this move really only useful for
breaking through the ground or for attacking Rhino.

 Head Smash - [Jump, DOWN + X]
Punch opponents in the noggin.

 -=[ Special Moves ]=-

Special Moves, as aptly named, are special, because they tend to do more
damage than your regular attacks.  To activate a special move, you must fill
up the required number of blocks on the "Special Meter".  Activate the moves
as indicated on the Touch Screen.

 Rolling Thunder(R) - [8 Blocks]
Rolling Thunder is a semi-useful attack.  It's one of the more powerful [and
more costly] moves you can pull of, with Spider-Man striking the enemy several
times as he rolls and kicks them.  This move is usually good for taking out
the local thugs.  Anything more difficult, like bosses, are not advised, as
you will still be rolling as the boss recovers, leaving you open to attack.

 Wrecking Ball(B,R) - [3 Blocks]
You must execute this move in the air, but Spider-Man swings with his web
kicks with his foot while swinging.  It's not all that great, although you can
execute this many times.

 Head Banger(B,R) - [2 Blocks]
Head Banger is almost an exact replica of his "Head Stomp" move, except Spider-
Man will jump much higher.  It delivers a powerful kick to the opponents head
and thrusts you back up into the air.  You can string up to five Head Bangers
together.

 Super Mega-Thump(R) - [5 Blocks]
This is another pretty neat move.  Spider-Man will curl up into a ball and
spin around in the air, then land with enough force to knock enemies back.
This move is great for getting out of tight situations where you are
surrounded by thugs.

 Adrenaline Rush(R) - [10 Blocks]
Makes Spider-Man's attacks more powerful.  Whenever he attacks, you'll notice
the "fiery" might he puts behind each.

 -=[ Web ]=-

As we are all aware of, what makes Spider-Man a pretty unique superhero is his
ability to use his web in a variety of different ways.  From swinging from
skyscraper to skyscraper, or trapping thugs against the wall, his web is
versatile.  Thankfully, the game brings you most of that versatility into your
hands.

The first and foremost option you have with Spidey's web is to bind enemies
up.  Tap the Y Button and Spider-Man will shoot a single web ball.  If that
web ball hits an enemy, the enemy will instantly become entangled and be
unable to attack.  You'll probably be using this skill very often, but web
shots only work on simple enemies.  Using web shots on bosses, except for one
of them, does absolutely nothing.  It's also important to note that using a
web ball can set enemies up for your attacks.  For example, if you've ever
landed a punch or kick on an enemy and the enemy falls to the ground before
you can finish him off, fire a web shot and he will instantly be caught,
waiting for you to finish him.

The other offensive option you have with webbing is a web line.  It's
basically the same thing as your web zip, but if the web hits an enemy
instead, you can do several fun things.  Pull back on the web and the enemy
will come flying at you, useful for jerking them around, bringing them closer,
or saving a hostage.  However, you cannot link a web pull and an attack
together, unfortunately.  Your other option is to push the +Control Pad "UP",
which will cause Spider-Man to fling the bad guy in the other direction.
Chances are good that the enemy will hit the ground, wall, etc., and be
injured.  The only downside to this method is that it does not fill up your
Special Meter.

 -=[ Dodge ]=-

Dodge is a life-saving feature for Spider-Man.  When activated, Dodge makes
Spider-Man pretty much invincible for a few seconds.  You can avoid most
attacks that would otherwise guarantee a hit.  As an added bonus, there is no
"down" time after he finishes his dodge, so you can use it to get close to
your enemy.  As a side note, from my own observation, it seems you can also
dodge _some_ laser beams with it.

[ 2.2 ] -------------------------::[ Venom ]::------------------------- [ 2.2 ]

Venom is definitely an interesting character to use.  Not only do you get a
chance to play as the villain, but his playing style is so different of that
of Spider-Man's.  As mentioned before, both stylus and regular controls can
execute these moves.

 -=[ Attacks ]=-

 Claw Attack - [X, TOUCH]
Claw attacks and the following tendril attacks are pretty much your standard
option for Venom.  Think of Spider-Man and his basic punches and you've got
your idea.  However, if most of you play with your touch screen like me,
chances are you won't even know you're pulling off these moves.

 Tendril Attack - [A, TOUCH]
Tendril attacks are a bit slower than close attacks, but they also have an
extended reach.  The third attack in the tendril attack's combo causes Venom
to lash out with both his tendril and tongue, causing harm to baddies in front
and behind.

 Tongue Lick - [DOWN + A]
This move does minimal damage and looks pretty weird as well.  Venom will
crouch down and lash out with his tongue.

 Low Swipe - [DOWN + X]
A single claw swipe to the ground.

 Double-fisted Head Bash - [Jump, DOWN + X]
A move that looks cool and hits hard.  Venom will jump and then pound the
ground with his fists.  Useful for knocking thugs to the ground.

 Ground Stomp - [Jump, DOWN + A]
Similar to the move above, except Venom will land on his feet.  Also, it seems
this move executes sooner, as damage is issued upon contact with the ground,
as opposed to the hands swinging down and then making contact.

 Air Lash - [Jump, A]
Lash out with your tentacle in the air.

 Air Swipe - [Jump, X]
Swipe out with your claw.

 Upward Air Lash - [Jump, UP + A]
It's basically the same as Air Lash, except your tendril is directed upward.

 Upward Air Swipe - [Jump, UP + X]
Again, Venom will swipe with his claw in an upward direction.

 Overhead Tendril Attack - [UP + A]
Whip your tendril over your head.

 Overhead Swipe - [UP + X]
Claw something above your head.

 Tendril Smack - [Y + +Control Pad]
Use this attack to inflict pain on enemies further away.  If your tendril hits
a surface, you'll zip up to it.

 -=[ Feeding ]=-

One thing that I have not mentioned, but you guys have surely noticed, is that
Venom is constantly losing health, due to the symbiote suit feeding off of
him.  It goes down slowly, but surely, but will eventually stop if your health
gets dangerously close to zero.  As such, you must constantly feed off of
enemies to replenish your health.

Feeding can be done several different ways.  If you're using buttons only,
then pressing "R" when you're _near_ a victim will cause Venom to feed on
them.  For button people only, you can also press "Y", and Venom will reach
out with his tendril.  This only works on civilians, as you can't harm them
with physical attacks any ways.  Those using the touch screen have more fun.
Simply put your stylus and hold it over the victim and Venom will lash out.
With civilians, the feeding is automatic.  Delicious!

 -=[ Tendril ]=-

This little blurb is mainly for touch screen users, but it is a neat little
paragraph.  With the ability to use the touch screen as a weapon, Venom's
options for laying down the smack on the baddies gets a whole lot more fun.
First things first.  To "capture" an enemy and be able to move them around,
simply press and hold the stylus above the thug, and Venom will automatically
lash out with his tendril.

What to do now?  If you're low on health, snack on him.  Bring the stylus
closer to Venom and Venom will start consuming him when the two are united.
Full?  Cruel?  Can you rhyme like that?  Then use the enemy as a deadly
projectile.  Use the stylus and smash him into other enemies, mines, traps, a
wall, etc.  Not only do you get rid of him, you can vent your frustration as
well.  And speaking of which, there are certain objects that you can pick up
with your stylus as well.  If it's in your path, chances are that you can move
it.  Play around and experiment.

+*+.=====================================================================.+*+.
[3]           -=-=-            [ Walkthrough ]            -=-=-           [3]
'+.+'====================================================================='+.+'

Probably most of you have skipped over all of my hard work in the "Basics" and
found yourself here.  You jerks! :P  Find your appropriate mission, and kick
some baddie butt!  Or goody butt!
..............................................................................

Mission 1: Football Field Frenzy

This _is_ the first mission, so expect it to be simple.  You are Peter
Parker.  Your enemy is Venom.  You would probably think that these
circumstances would be trouble, but it's relatively easy.

Since you are _not_ Spider-Man, you won't have access to your webbing, nor
"Special Attacks", but your physical attacks are still intact.  You don't have
any health bars either, so dying is not a big deal.  This mission is simple.
Run towards Venom and start kicking the crap out of him.  It doesn't matter if
you get hurt.  Venom is relatively stupid and only responds with jumps and
attacks of his own.  He doesn't feed off of you... yet.

Keep attacking.  This level is a good chance to pull off combos and other
moves you might want to try out.  You'll know you're progressing when comic
panels start appearing at the bottom.  When all three have appeared, a few
more hits should finish Venom off.
..............................................................................

Mission 2: Small Time Crooks

Finally, we are Spider-Man.  Again, expect this to be a relatively easy
mission that tests the capabilities of Spider-Man.  And you get friendly
little hints along the way!  How great is that.

HINT: Press "B" to jump, then press and hold "B" to web swing.

And that doesn't come a moment too soon as you are faced with a huge hole with
exposed wires in the ground.  Where's the construction crew?!  No matter.
Take a leap of faith and then press "B" again to shoot a web and make it
safely across.  Climb the side of the house and go over two roofs to meet your
next challenge.

HINT: Save the man from falling by pressing "Y" to pick him up.  Find a safe
     zone and press "Y" to put him down.

As soon as you make it down, the screen will zoom out to show a painter
hanging onto the roof, about to fall.  You can either jump up or wall crawl to
him, but choose one and press "Y" to hoist him on your back.  It's worthy to
note that you cannot wall crawl while holding hostages, but you can still
kick, punch, and shoot some webbing.  Keep this in mind as you cannot put
victims down until you have reached a safe zone.  Take the painter to the
green circle and drop him again with "Y".

HINT: Press "Y" to grab onto the car, then stroke the TOUCH SCREEN to lift.
     Stroke up rapidly to free the victim.

Run over to the car.  You'll see blue circles emitting from it, kind of like
you would expect to see if someone was trying to show you how radar works.
Press "Y" and start stroking your touch screen upwards.  You'll see a little
meter in the bottom right-hand corner that fills up as you do so.  Once it's
completely full, Spider-Man will throw the car off.  Climb up over the
building to meet your most challenging challenges yet!

HINT: Break open the fire hydrant to put out the fire.

It's definitely the smarter idea to save the man trapped under the falling car
first.  When in doubt, the TAM (Threat Assessment Meter) should be your
guidance.  Anything in red, you'll want to save first.  First, we need to put
out the fire.  Punch the hydrant with the two arrows pointing to it to get a
stream of water.  Then, lift up the car with the stylus.  Now you can go back
and save the man from the electrical wiring.  Pick him up, jump over it, then
drop him.

HINT: Press UP and "X" to uppercut.

We're finally fighting bad guys!  The hostage at this point isn't really in
any harm, but it doesn't hurt to web pull the thugs any ways.  Kick their butts
and then move on towards the checkpoint.

Drop down and you'll find a welcoming party.  "Hey dude, what's going on?
Hey!  What are you doing?!"  Mmm...  Seems like we'll need to teach them a
lesson.  Your basic fighting skills should get you through this part.

HINT: Each move requires a different number of blocks to be filled on the
     Special Meter.
HINT: Build up the Special Meter by attacking.  When enough blocks are filled,
     perform a special move by pressing "R".

Once you reach the end, start running back and forth to get all the thugs to
drop in.  Use Special Moves if you want.  This fight isn't much of a
challenge, especially when they drop health.  When the last thug is gone,
another checkpoint appears.

HINT: Tap "Y" to shoot a web ball.

The police officer will remark about how they're holding a hostage.  You can
also see a thug standing in the window too.  Web pull him and beat the
stuffing out of him.  Jump inside.

HINT: Press and hold "Y" to shoot a web ball.  If the web line hits a surface,
     Spidey will web zip to it!
HINT: Turn off the electricity by disabling the power box.

An electrical current is blocking your doorway, so go ahead and web zip up.
And what do we have here?  An electrical box.  Punch it to disable the
electricity.  Go on through.  As you do, you'll notice another door blocked by
a current and a hostage beyond.  What to do?  Jump up and web zip to the floor
above you by shooting a web above the hole.  You don't want to wall crawl as
the jagged edges of the floor will cut you.  Drop down onto the second floor.

HINT: Hold "Y" to web up enemies.  While webbing, press UP To web pull.

Punch through the door and eliminate the bad guy.  Web zip up again to reach
the third floor.

HINT: Spidey-sense warns of immediate danger.  Press "L" to dodge these
     immediate threats.

Of course, when you enter the next room, there is a gun-toting bad guy.  Dodge
the bullet and beat him up.  Run to the door.  You can see a knife thrower
beyond.  You know what to do.  The thug drops health when he goes.

HINT: While in the air, press DOWN and "A" to perform a downward attack.

Stand on top of the wooden floor and execute the above mentioned move.  After
a couple of hits, you'll break through.  Defeat the thug to buy you some
breathing space.

HINT: Touch the correct keys as they activate to turn off the power.

Run up to the control box.  Instead of simply punching it, you must now use
the touch screen to disable power.  Your touch screen will have a grid of
circles.  Some will start flashing red with "X"s, then turn green.  When they
turn green, start hitting them.  Once enough has been hit, the power is
disabled.

Go through the window and drop down outside.  Crawl back in through the window
and knock out the thug with the hostage.  Finally, carry the hostage back to
the ambulance outside to complete your first real mission.
..............................................................................

Mission 3: Picnic in the Park

Your third mission begins with Venom.  As usual, this is mainly an
introductory level for Venom, letting you get used to controls and the like.
Jump on the bridge and a woman will run away from you.

HINT: The venom suit consumes Eddie's energy, so feed on victims to regain
     health.  Touch a pedestrian and continue touching to feed.

Let's go find that woman and "touch" her. :P I'm sorry if you took offense to
that.  Follow the bridge for a second and you'll spot her.  Now reach out with
that tendril of yours and feed.  In this stage, you'll notice that people are
labeled with a little green person icon on the right or left hand side of the
screen.  Your goal in this mission is to get rid of them, whether it be
attacking or consuming them.  Let's begin.  Jump off the bridge and head right.

HINT: Use the stylus to touch objects and pick them up with Venom's tendril.
     Bash objects into the ground or toss them into the air!

Right after the hint are a wooden bench and a hot dog stand.  I prefer to
smash them out of my way, but you may do as you please.  Past it is a blond
man, standing next to a bench.  Care to join me in a late night snack, sir?
Once you've disposed of him, head right towards the gazebo.

HINT: For short range claw attacks, tap in front of Venom on the TOUCH
     SCREEN.  For long range tendril attacks, tap far from Venom on the TOUCH
     SCREEN.

Get rid of the benches along the path to find a thug.  You _can_ attack him.
I prefer feeding.  Mmmm... Human flesh.  As soon as he's dead, two more
victims will pop up on the left side of the screen.  Backtrack towards them.
You'll find them near the gazebo.  One carries a gun, so watch out.  After
they are gone, another icon pops up at the right.  Once you find him, defeat
him.  As you do so, more and more people icons start appearing.

HINT: Using the stylus, stroke from Venom in any direction to shoot out a
     tendril and hit objects or enemies.

After a few more victims, you'll start hearing police sirens.  Hurry off to
your right where a couple of thugs are beating an innocent man.  Once you save
the man, he'll give you his thanks... right before you eat him.  Once he's
gone, head towards the blue circle to finish the mission.
..............................................................................

Mission 4x: Rhino in Chinatown

NOTE: This is the beginning of where you start to split missions.  Check below
     for the other option.

Immediately after the mission begins, head right and help the man under the
car.  Looks like Rhino has been on a rampage.  Jump over two fires and an
electrical wire to find another civilian.  Once you rescue him, Rhino appears.

Unfortunately, your fight with Rhino doesn't begin yet.  You may have noticed
since he's lacking the health bar.  To begin the fight, you need to open up a
new area.  Dodge Rhino as he charges by and web swing onto the wall near the
tanker.  Make sure you're well above it though.  In his attempt to destroy
you, Rhino will start charging the tanker.  After a few hits, the tanker blows
and the wall is no more.  The only thing to really watch out for is Rhino's
fist pounding, which can knock you off.

HINT: Spidey-sense warns of immediate danger.  Press "L" to dodge these
     immediate threats.
HINT: Push the pillar back into place to buy more time!

Follow Rhino in.  Did you see how an electrical circuit is loose after he blew
the tanker up?  Head deeper into the building, and in the next room, you'll
find two people clinging onto the ceiling.  Do as the question mark commands
you and push the pillar back into place by stroking right.  This restores the
TAM and gives you time to rescue both of them.  Once you do, the fight
commences.

HINT: While in the air, press DOWN and "A" to perform a downward attack.

As if the loose wire in his back and this hint isn't enough, Rhino's weakness
is his back.  The best spot to take advantage of this is to stay in the
building, although you are welcome to fight in the streets.  There's a health
crate on top of the first building should you be so inclined to use it.  But
from the ceiling in the building, you'll get a good perspective and know when
he's underneath you.

Rhino's only real attack is to charge back and forth.  He is a "rhino" you
know.  He starts off slow in the beginning, so you can easily time your fall
and perform the downward attack.  If you're lucky, you'll get into this cycle
of attacking, launching back into the air, and then falling down, etc., to
finish him off quickly.  Most of the time however, Rhino won't bother to
retaliate as you do this and run off again.  If he does, simply wait on the
ceiling to drop down.  As his health decreases, Rhino will start running
faster and faster.  Time your drops well, or simply wait until he stops
running.  He doesn't always stop underneath you though.  Once his health is
depleted, you win!
..............................................................................

Mission 4y: Hostile Takeover

You're in an office building that has been taken over by robbers or the like.
Your mission is to rescue the hostages while preventing the robbers from
escaping with the money.  Punch down the first door and you'll spot your first
situation.  Quickly immobilize him and take him down to earn a key to unlock
the door.  As the civilian says, they will kill hostages if they see you.
Even if you think you can rescue them by running away, they are equipped with
walkie-talkies and can let their friends know.

HINT: If one robber becomes aware of Spidey, he'll alert the others.  Try to
     get to the hostages before being seen.

Drop down onto the light fixture on the level below and then jump onto the
balcony.  Again, punch down the door and quickly fire a web ball to immobilize
him.  Finish him off at will.  Just a little notice, but unlike the other
previous missions, you really don't have time to waste.  Crawl out the balcony
and down the next floor again.  Another robber and hostage.  Take him out.
Once you save him, the hostage will talk about an elevator on the floor
below.  Drop down onto the ground floor.  On your way to the elevator, you'll
encounter another hostage situation.  Defeat the robber to save him.  Open the
doors to the elevator using your mad stroking skills.

Get off on the floor above you.  You'll encounter one lone robber with no
hostage.  These are one of the walkie-talkie equipped ones, and if you leave
him alive, he will warn the others.  Take him out quickly, then hop back into
the elevator shaft and go up one more floor.  Take out the baddie to get a key
to the vault.

Drop back down on the ground floor and start heading right.  You'll encounter
two more hostage situations next to some art.  Some more traveling will get
you to the vault.  Open it with your key.  Inside is a single robber, with two
more and a hostage further beyond.  Quickly neutralize the first one, then
pull of a special "Rolling Thunder" to get rid of the other two at the same
time.  Success will land you a key to the fourth floor.

Climb up to the floor above you to find another hostage.  Defeat the robber
and climb up to the third floor.  Inside the office is another hostage.  Man,
I'm getting tired of typing "hostage".  Finally, on the fourth floor, head
inside the office.  It's seemingly empty, but there is a small vent you can
crawl through on the right.  This next part is tricky.  There are two robbers
with guns and one hostage.  The easiest way to do this party is to shoot a web
ball from the ceiling on both of them, one at a time.  Then drop down and
quickly defeat one.  By this time, the other one should have broken free.  Web
him up again and finish him off.

Head into the vent on your right again and crawl down until you can see
another similar situation.  Wait until one walks away, then drop down and
knock out the first baddie.  Once he's gone, take out the other to rescue the
hostage.  When the hostage is rescued, you'll have access to the locked door
on the 2nd floor.  Head back down.

Inside, take out the baddie, then open the doors.  There's a civilian hanging
out right as you open it, so be sure to grab him and set him down.  If you
fall, there's another safe zone, so don't worry.  Step into the checkpoint.

Now you have an option, sort of.  You can either proceed down the hall,
eliminating baddies, or web up into a vent right above you.  I prefer the
vent.  Go up, avoid the steam, and tread carefully.  There's another two
robber, one hostage situation here, but the ceiling is too high to effectively
web them from above.  Drop down and try to quickly web them.  Most of the
time, I accidentally pick up the hostage, and since your attack is severely
limited like this, run back into the vent.  Drop down the hostage near the
checkpoint.  You'll want to go back in and defeat the two bad guys though.

Head left from there and eliminate another robber.  Swing yourself across the
gap and defeat another one.  Head up the stairs and another robber will be
waiting.  Take care of him, as well near the President, to get another key
that will unlock the vault downstairs.  Drop down into the gap and head left.
Open the elevator shaft and fall down.  Open another set of doors and then use
your final key to unlock the vault.

Inside the vault are three robbers.  Once you've disposed of them, climb on
top of their getaway truck.  The final hostage is very tricky, especially
since this is the very end and you'll have to restart the checkpoint if she
dies.  The easiest method is to quickly jump in, pick the hostage up, then
drop her off at a safe location.  Or you can fight the baddies, but they have
guns and the hostage will quickly die.  The choice is yours, but once you
successfully save her, the mission ends.
..............................................................................

Mission 5x: Explosive Situation

If this is your second run-through, or somehow you've experienced the other
path, you'll notice that this mission takes place in the exact same building
as "Mission 4y".  That's OK though.  It's what I'm here for.  Like the other
mission, start by punching down the door and taking the robber out to save the
hostage.

HINT: Tap "Y" to web small bombs.  You'll need to disarm the large bombs.

Right in front of that hint is a small bomb.  Shoot a web at it and it will be
safe.  Jump off and aim for the light fixture connected to the ceiling.  On
top of it is one large bomb.  Again, like door sequences, you have a 3x3 grid
on the touch screen.  Correctly push the green buttons to disarm it.  Drop
down onto the second floor and do the same thing for the bomb in the office.

When you're ready, drop down onto the ground floor.  Your goal is the elevator
shaft at the very end, but you'll encounter a small bomb along the way.  Web
it up.  Open the elevator doors by using the touch screen, then jump up until
you reach the next floor.  In another small office lies another large bomb.
You know the drill.  Finally, make your way back to the elevator shaft and go
up one more floor.  A hostage is next to a small bomb.  Fire a web to save
them both.

Back down on the ground floor, run right.  You'll find a centerpiece and a man
trapped under some rubble.  Use the touch screen to help him out, then
continue right.  Through the opening, you'll find another hostage situation.
Quickly take the robber out, then head inside the next room and disarm the
large bomb.  Climb/jump up onto the third floor and onto the light fixture
near the balcony to disable another large bomb.

You'll see two TAMs to your immediate right.  Unfortunately, the entrance
isn't on this level.  Go one more floor up and into the office.  There is a
vent in the upper right hand corner with a small bomb.  Don't forget to web it
on your way past.  Past another office and a vent, you'll drop in on another
hostage and bomb.  Take out the thug and disarm the bomb with your magical
fingers.

Quickly head towards the second floor and use your key to unlock the door.
The TAM is probably dangerously close to zero, so quickly web up the small
bomb, then enter the elevator shaft.  Open the door for the checkpoint.

Immediately after the checkpoint, a baddie will appear.  Take him out.  You do
have an option of climbing into the ceiling vent to reach one of the bombs.
Unfortunately, you can't get out once you do, so you'll need to backtrack.
Instead, just head down the hall, eliminating the occasional thug.  Jump up to
the second floor when you get the chance and head right.  Eliminate the thug
standing nearby and open the vault with the touch screen.  Disable the bomb
with the said screen and then head left.  Jump over the gap, then up the
stairs.  Jump over the fire on the man's desk and drop him outside.  Now you
have both keys needed to move on.

Head left back down onto the main floor.  Defeat the thug near the elevator
shaft and open it.  Drop down, open up another shaft door, and then head out
with the key.  Take out the three baddies in the vault, then climb on top of
their truck.  Quickly use a special move like "Rolling Thunder" to wipe them
out, or pick up the hostage and take him to safety.  Once he's safe, party!
..............................................................................

Mission 5y: Shocker Beatdown

Compared to the other Shocker battle you have to deal with, this one is much
easier.  Start by saving the two civilians on either end of the stage.  Get rid
of the thugs next to them, pick them up, and then carry them to safety.  If
Shocker gets in your way, go ahead and web him up.  He can be treated like any
other thug since he is affected by your webbing.  Once the two civilians are
saved, focus on Shocker.

Simply fire off a ball of webbing at Shocker, then move in for the kill.  Once
you've knocked him back, retreat as he unleashed a small fireball around his
body.  Once he's done, web him up again and repeat.  There's no real strategy.
Just avoid his attacks, dodge, and take care of the random thug that drops in
on you two.  The fight, which isn't even much of a fight, should last no more
than a minute or two.
..............................................................................

Mission 6x: Shocking Developments

This stage is relatively easy, and the good news is that your webs _will_
affect the boss.  I guess his name is Shocker.  If it wasn't, it is now.  The
only challenge in this mission is splitting your time between kicking
Shocker's butt and saving the bus from falling over.

Shocker has only two attacks.  One is to shoot lasers from his guns, while the
other is to form a ball of fire around him.  The latter attack only comes into
play after you have dealt him some damage, but it gives you the crucial time
needed to pull the bus back.

Immediately after the mission starts, fire a web ball at Shocker.  Then, jump
over him, turn around, and start using the 3-combo attack.  Once you have
propelled him to the right side of the screen, he should unleash his fireball
attack around himself.  This is your chance to run to the bus and pull it back
over.  By the time you finish pulling it, Shocker should once again be ready
to fire at you.  Again, web his hands up and then beat the crap out of him.
Run back and repeat.  There may be times when you don't quite get to finish
pulling the bus over before Shocker is back.  You can either take the damage,
which isn't much, or release early by pressing "Y" again.  Fire off another
web and beat his butt back.
..............................................................................

Mission 6y: Chinatown Rampage

Start this mission off by heading right.  There's a man trapped under a car, so
help him out with the touch screen.  Further on, there's another man trapped
underneath a second car, but he's also got two thugs on his back.  Beat the
thugs down, then lift the car from the man to save him.  Finally, continue
forward until you find a man trapped between some exposed wires.  Pick him up
and drop him to your left to find Rhino.

You're going to want to avoid Rhino, because you can't damage him yet.  Jump
over him and then latch yourself onto the wall above the tanker.  Wait there
until Rhino, in all his fury, blows up the tanker and the wall.

HINT: Spidey-sense warns of immediate danger.  Press "L" to dodge these
     immediate threats.
HINT: Push the pillar back into place to buy more time!

Go ahead and push the pillar back into place.  The TAMs on both civilians
should reset, giving you more time.  Pick up the guy hanging off his hands
first and drop him back outside.  The second guy isn't in nearly as much
danger, so pick him up next.  When you rescue both, your battle with Rhino can
truly begin.

HINT: While in the air, press DOWN and "A" to perform a downward attack.

There's a really easy way to defeat Rhino, and that's just to stay on the
ceiling and drop down on him, using your downward attacks.  If you get lucky,
you'll enter this cycle of you jumping on him and inflicting damage, then
popping back up, while Rhino claws at the air.  Then you land on him again and
repeat the process over and over, until he falls.  That happens in rare cases,
but I've done it often enough.  Your target is the exposed electrical wire on
his back when he blew up the tanker.

Otherwise, just attack him like said method, but then zip back up to the
ceiling when he recovers.  When Rhino starts to move faster and faster because
of the damage he's received, it might be a good idea to let him run past you,
then drop down and aim for the exposed wire on the back before he has a chance
to turn around.  When he does, run back to the ceiling.  When Rhino falls, the
mission ends.
..............................................................................

Mission 7x: Venom's Playground

You're once again the purple monstrosity (NOT Barney!).  Not far from the
initial point, a blue vehicle pops up and bad guys start spawning.  I prefer
to use tendril attacks here.  They cover a good distance and keep your back
covered.  Or you may opt to stand on top of the vehicle and pound it by
jumping up and down.  But once you destroy it, the enemies stop coming.

Climb up the wall and dispose of the two thugs that meet you - one will be
behind you.  Jump to the other wall and start climbing up.  As you do, you'll
here someone say the target is on the building side, or something similar.

HINT: Using the stylus, stroke from the center of Venom to a surface to zip to
     it.

Take out the two thugs on the level as you are, but watch out.  They are both
carrying automatics.  By now, you've probably noticed a small exclamation
point above you.  Start heading up by using your tendril.  Two floors later,
you'll find out who the voice earlier was.

HINT: Some obstacles can't be moved with the tendril.  Try throwing objects at
     the obstacle to destroy.

The obstacle is a helicopter, and the object is a barrel that respawns in the
center of the stage.  The helicopter doesn't attack and periodically drops
down baddies, so this isn't much of a challenge.  Heal if need be, then start
picking up the barrels and throwing them at the helicopter.  If you're lazy
like I am, or prefer the traditional controls, then just use your tendril
directly on the 'copter.  Once it blows, jump off to the right.  Watch out for
the mine when you land and the guy.  If you're creative, you can pick up the
mine and then throw it in his face, once it's activated.

Drop off the right side and another blue vehicle will come up.  Destroy it any
way you like, while getting rid of the thugs that come with it.  Head into the
subway and the checkpoint when you're done.

Use your tendril and gobble up the woman as you go.  When you reach the
obstacle, bash it down with your fists until it breaks.  Continue down the
steps.  You are able to pick up the various bins and benches around here.
It's a good idea sometimes, especially if you hold it out in front of you as
you run.  You never know what it'll run into.  Otherwise, destroy them as the
only get in your way.  Down the steps are a couple of thugs.  Take them out.
Jump over the tracks, but watch out for the sparks on one of the tracks.
Punch out the wall, then jump over another set of tracks and dispose of the
gun-toting baddie on the other side.  Run up the stairs and feast on the much-
needed civilians walking about.  Another column is in your path, so take the
liberty to punch it down; then step into the checkpoint.

Run forward.  Feed on the bad guys until your health is full, then jump up.
You're facing another helicopter, but this one launches missiles that can do a
bit of damage.  You have either two options.  Continue just attacking it with
your bare hands, doing the best you can to avoid its missiles, or use your
tendril and send the missiles back.  Whatever you choose, there's always an
endless supply of health from back where you started.

Once it's gone, head right.  As the camera starts to shift, another blue
vehicle will pop up.  Get rid of it.  Climb the side of the buildings, but be
sure to avoid the mine on the side.  At the top lies another helicopter
battle.  This one is a little more difficult, considering there aren't endless
supplies of health walking around and the space is much smaller.  Using the
same strategies, destroy it.

Drop down off to the right.  Another blue vehicle will pop up.  Destroy this
one, since you're becoming a master at it, and then proceed on.  Feed on the
thug and civilian while you're at it.  Eventually, yet another helicopter will
come for Venom.  Someone must really be interested in him.  This one fires
bullets from its nose however.  Quickly start lashing out with your tendril
and it won't even get to fire a shot.  When it blows, start climbing when you
reach the side of the building.  Enter through the window and feed on the
woman inside.  Back outside, take care of the thug waiting for you.  From
here, it's a simple walk to the end.
..............................................................................

Mission 7y: Follow that Beetle

Try and save the civilians fast in this level, because if you don't complete
certain sections of the level in time, you will fail it.

Other than that, move forward.  You'll get a scene of Beetle unleashing his
weapons upon the city, thus causing havoc.  Jump into the nearby office
building and immobilize his floating bomb with a web shot.  Rescue the civilian
hanging onto the balcony first - he's in critical danger.  The next choice
should be the civilian on the upper floor, trapped near a fire.  Last, save the
civilian trapped under the shelf.  When all is good, jump out from the top
window.  Disable another trap with your web to move onto a different section.

Shortly after you disable another trap he's set, another cut scene will emerge.
Fall off the ledge and do as the tip says to push the pillar back into place.
This will give you much needed time to rescue all three civilians.  It's a good
idea to start with the top two, then save the bottom for last.  Past more
spinning blades and floating bombs, you'll catch up with Beetle over a
checkpoint marker.

As soon as you jump off, another scene comes.  Avoid the traps and rescue the
man trapped under the car by punching the fire hydrant next to him.  Then, lift
like you normally do with the touch screen.  There's a good chance that before
you finish, another scene will emerge.  Quickly finish your job, then continue
forward, past more traps until you come upon a man trapped between two burning
cars.  Take him to safety, then save the woman hanging onto the side of the
building.  Run forward after that to reset the timer with Beetle.

"Keep on swimming, keep on swimming, swimming, swimming..."  I like that movie.
But keep on running.  Avoid more traps until you see three TAMs above your
head.  That's your cue to jump up and start rescuing the civilians hanging onto
the ledges and the like.  Your time with Beetle may be running extremely short
right now, but hurry up.  Once you're past this, you can refill the timer
again.  Once you do, climb into the office building.  Disable the traps inside
and rescue two office workers.  Once you're through, jump out and climb the
wall outside.

Avoid thugs on this part, like the one on the bridge and continue forward.
Disable or jump past all of his traps, and rescue the civilian caught between
the fires.  Keep on running.  Avoid more thugs and rescue another civilian
caught between more fires.  Eventually, you'll see Beetle for a split-second
before he runs off again.  Climb the wall and continue forward.  It's easier to
just web swing from the top, avoiding the traps below.  Do so until you see
another scene where Beetle is blasting cars.  Keep swinging and drop down when
you see two civilians that need to be saved.  One just needs to be moved while
another has a car on top of him.  Jump over the subway and disable the last two
traps near the wall to reach the end.
..............................................................................

Mission 8x: Rooftop Serenade

I'll be honest with you.  This was a frustrating mission, especially the first
time playing it.  The easiest way to beat this mission is to use the
traditional buttons only.  The touch screen is too inconsistent to do you any
good.  Also, a lot of this comes to luck as well.

Let's start off shall we.  There are two enemies in this fight.  Time, and the
woman (Sable?, Sabel?).  Time because your health is constantly decreasing and
that woman is freaking annoying.  There are also random thugs that drop down,
but they're not too much of a threat - unless you get unlucky and a gun-toting
bad guy drops down.  Then you have a problem.

The major thing in this fight is to always bring the offensive to the woman.
If there is any significant distance between you two, she starts to pull out
nunchucks, which do serious damage to your health.  This means no stopping to
munch on the thugs!  Your goal is to try and beat her before your health runs
out.  This isn't easy.  Sable likes to run around and jump a lot.  She can
block some attacks by spinning her pole around, but just keep hammering her
with your combos.  It's ideal to use your tendril combo because of its wide
reach and 360 coverage.

You'll probably notice that Sable jumps around a lot.  If she jumps over you,
run towards her.  As you do, jump and then attack in midair.  There's a good
chance you'll end up punching her as you both jump.  Thus, not only have you
inflicted damage, but you've also stopped her from running away.

As the fight progresses, Sable will start shooting those tranquilizer darts at
you.  Remember to keep moving in on her and to not let thugs become a
distraction.  Constant attacks will give you the victory.
..............................................................................

Mission 8y: Pest Control

Finally, you can finish off this bug, at least until he meets up again with
Venom.  The fight with Beetle is easy.  Use your uppercut punch (UP + X) as
your main attack.  Run up underneath him and use your punch to punch him back.
As he moves back, keep on running underneath him to punch him.  If he
successfully blocks your punch, then get ready to dodge.

Beetle likes to attack with shots from his gun, but he also unleashes a laser
sword and force field if you get too close.  All three can be dodged, but the
gun is harder to dodge since it explodes on the ground.  When you have a clear
shot, punch underneath him, dodge, repeat.  Beetle tends to stay near the
ground on this level, so your punch shouldn't be that hard to execute.  Your
special moves, like "Rolling Thunder" are especially effective.
..............................................................................
</pre><pre id="faqspan-2">
Mission 9x: Beetle in a Haystack

The biggest problem in this mission is letting Beetle get too far away.
Beetle has a TAM of his own, but it's more of a timer than a rescue.  It isn't
helped that he sets traps and that you must rescue victims as well.

Start running.  You'll find two of his most common traps.  Spinning green
blades and explosive floating balls.  Both can be disabled with a well-placed
show with Spidey's webs - or you can jump over them.  Running past three of
those will give you a glimpse of Beetle and a new timer.

As you round the corner, you'll get a cut scene of Beetle unleashing
explosives on the city.  Of course, this means you'll have to rescue some
civilians.  Avoid the explosive, then push up the pillar when you are able to
do so.  There are two civilians on the balcony and one underneath.  I prefer
to save the ones higher up first, then rescuing the one stuck in the fire.
Once all three are saved, move right again, avoiding his traps.

You meet up with Beetle once again, but he flies off.  Avoid more of his traps
and another cut scene of destruction.  Shortly after that, you'll come upon a
civilian stuck between two of the floating explosives.  Web them to save him.
Three more traps later, you'll find a man stuck underneath an overturned
vehicle.  Use the touch screen to save him.  A few short seconds later, at
what looks like to be a movie theatre, you'll find a man hanging off the right
side.  Jump off and deliver him to safety, then continue running.  You'll
eventually catch up to Beetle again, starting a new section.

Keep running.  Remember that you can web swing to speed up, but you can't
always see what you're swinging into.  Avoid the high and low traps.  As you
reach a truck, you'll get another cut scene of Beetle unleashing more
destruction.  Not too long after that is another woman stuck between two
explosives.  Once you save her, climb the buildings, disabling the lone trap.
This next part is tricky.  Once you've reached the top, jump and swing
forward.  You'll see a man hanging off a ledge near your current level.  Hit
"Y" to pick him up as you fall, thus saving you some much needed time.  Two
more civilians need help.  Climb back up to the second story to pick up another
civilian.  The last one is stuck between some fire.

Climb the wall.  You'll see Beetle for the briefest second before he runs.
Pick up and drop off the civilian hanging off the ledge, before climbing back
into the office.  Inside, there's a civilian stuck under a bookcase.  You have
to go around the other side to lift it, but make sure to disable the explosive
in the next room, or it might interrupt you.  Once that's done, disable the
two traps in the other room and climb the building adjacent to the current one.

After the cut scene, you're off to the final part of this chase.  Time here is
crucial.  As you cross the bridge, you'll get another cut scene.  Web swing
here occasionally as you run forward.  Eventually, you'll find two civilians
stuck in a fire.  Thankfully, the safe zone is not far off.  Pick them off and
deliver them - then move on.  Don't waste time disabling traps, unless they
are required to save the civilian, like the one near the hotdog stand.  Near
the gazebo, you'll find two thugs - avoid them.  Save the woman from the
explosive and run forward to buy yourself more time.

Climb the wall and disable the two explosives up top.  Swing off from the top,
above the spinning blades until you see a man stuck underneath a vehicle below
you.  Pick it up, then jump over the subway entrance and start climbing.  Make
sure to disable the explosive hanging around, before climbing your way to the
finish.  Whew, that's a tricky mission.
..............................................................................

Mission 9y: Captured Prey

This is a rather long mission, but it's kind of fun.  Start by moving forward.
You'll get a hint to destroy the transport vehicles.  Well, one pops up right
near you, so start pounding.  It's a good idea to stand on the vehicle and
attacking it from above, then standing on the street where thugs like to mess
with you.  Once it blows though, clear out the surrounding bad guys.

Avoid the mine and consume on another thug.  Avoid one of Beetle's floating
explosives and start climbing.  Your goal is to reach that exclamation point
you see floating in the corner.

HINT: Some obstacles can't be moved with the tendril.  Try throwing objects at
     the obstacle to destroy.

Get rid of all the enemies on the platform before you take out the helicopter.
The 'copter itself drops mercenaries periodically, so use those to keep your
health up if you need it.  Other than that, pick up the barrels with the stylus
and chuck it at the helicopter, or use just physical attacks yourself - it's
faster.  Jump down and another vehicle will come.  Destroy it like you did the
other, but it's interesting to note you can pick up the vehicles and swing it
around.

Climb the building and get rid of the mercenaries you find on your way up.  At
the top is another helicopter waiting for you.  However, this one is equipped
with missiles that do quite a bit of damage.  Either pick up the missiles with
your stylus, or attack the helicopter again with your tendril.  Either way,
when the helicopter is destroyed, drop down into the sewers.

In the sewers, proceed forward.  There are a couple of thugs along the way and
a fence that you can punch down.  Run along the walkways when you can, until
you reach a door with a switch above it.  Activate the switch to open the door.
Continue on.  More mercenaries will drop from the ceiling as you move forward,
in addition to the ones that are already there.  Another switch and door will
await you at the end of this tunnel.

Behind that door is a gun-toting enemy.  Get rid of him and continue on.  The
next door is also controlled by a switch, but the switch is behind an
electrical current that periodically turns off.  Wait until it turns off, then
flick it with your tendril.  Get rid of the mercenaries that periodically drops
down as well.  Past that is another mercenary and a checkpoint.

Back outside, jump over the mines and defeat the mercenary.  Jump onto the roof
of the next building to face another missile-firing helicopter.  More
mercenaries periodically join the fight, so consume them if you need them.
Move on when the helicopter blows.  Not long after that, you'll find another
one of Beetle's floating bombs and another vehicle.  Get rid of this one the
same way you did the others.

Climb the wall while avoiding the bombs.  At the top, feed on the guard with
his back turned and drop down.  Another vehicle will pull up, so dispose of it
accordingly.  Climb another wall and at the top is a high-flying helicopter.
Like the first one, it only drops enemies, so you're in no real danger.
However, its height is pretty high, so stick with tendril attacks to take it
down.  Drop down to take out yet another vehicle.

When you're through, climb the next building.  Inside the office are two
civilians, in case you wanted to feast on them.  Otherwise, head up where
another helicopter awaits.  This one fires bullets from its nose, so it's much
more dangerous.  Use jumping tendril attacks to down it.  Then, once it's blow,
climb the next building to finish the level.
..............................................................................

Mission 10x: Beetle Bash

For all that hard work in the previous mission, this boss battle is relatively
easy.  Your main attack here will the "Uppercut Punch", executed by pushing UP
+ X.  Dodging is also crucial to your survival.

When the mission begins, run underneath him and then start punching up.  With
any luck, you'll score a successful hit and push him back.  Now follow him and
follow up with another punch.  You might be able to score another hit, but he
might block it as well.  This is your cue to dodge as he's about to unleash a
counterattack.  And thus begins your pattern.

The pattern is to punch him.  After the initial successful hit, follow up and
punch him again.  75% of the time, Beetle will block it, so then push "L" to
dodge his attack.  Then, immediately follow up with another punch.  Beetle
retaliates with laser shots, a laser sword swipe, and a green laser
force field, but all of those are insignificant to Spider-Man's dodging
ability.  All it takes is good timing before you squash the bug.
..............................................................................

Mission 10y: Rooftop Serenade

This mission is rather easy.  You're facing off against Silver Sable, whose
only annoying habit is to jump around like a bunny.  That and her mercenaries
keep on dropping by uninvited.

This mission is all about luck.  If you don't get a gun-toting mercenary, then
you are lucky.  Focus on bringing the fight to Sable, because if you let her
get too far away, or become distracted by feeding, she will punish you by
throwing nunchucks at you.  Don't take time to feed.  Your goal is to finish
her off before your health runs too low.

Sable can block your attacks, but if you keep on whipping with your tendril,
there's a good chance she'll never be able to successfully mount an attack
against you.  When she jumps, jump as well and try to hit her in midair to stop
her.  Whittle away her health until victory is yours.
..............................................................................

Mission 11: Heated Debate

Another boss battle, but pretty easy if you know what to do.  I'm not sure
what this guy is called, so we'll call him "The Mutant".  Pretty fitting eh?
The Mutant's main attacks are to jump up in the air and slam his fist into the
ground, which unleashes a small trail of fire forwards.  His other main attack
is to form fireballs in his hand and throw them at you.  Eventually, he'll
combine the two.  Oh yeah, and he can also punch you - and that's what we're
going to exploit.

Immediately, and I mean IMMEDIATELY after the mission starts, run left.  Heck,
hold the left button before you can actually see anything.  The Mutant is
already jumping in midair and will pound you if you don't move.  Jump over his
fire trail and then start doing the usual combo on him to knock him back.
Now, most of you would probably run away, and that's understandable.  He is
pretty ugly.  However, fight the urge and stand close enough so that you could
touch him in one second if you ran.  Now, when he gets up, he won't jump
towards you and shoot fireballs, which require some good timing and dodging.
Instead, he'll walk towards you and take a swipe at you.  Wait until you see
him stop before you move away.  Then once, he's finished, move back in and
perform another combo.  Repeat.

Once he's taken enough, the Mutant will smash the wall, where two civilians
are hiding.  As he's walking toward them, take this time to stab him in the
back and steal another combo.  When he's down, quickly run to the right and
escort one of the civilians back outside.  Thankfully, 99% of the time, the
Mutant will focus on you and not the civilian.  Simply jump over him and save
the other civilian before proceeding.  Wait until the Mutant performs his
fireball attack before moving in and attacking.  Then, wait near him, and
repeat the process again.  'Nuff said.
..............................................................................

Mission 12: Museum Mayhem

Welcome to the only level where you play both Spider-Man and Venom.  It's
pretty cool, because you see one going the other way, and then you actually
live it.  Whoo!

You start off as Venom.  Start moving right.  The first guard you encounter
has a key, so knock him out or consume him - ditto for the second guard as
well.  Once you've unlocked the door, bash through the glass and fall.  There
are two civilians down here, so feed at will.  Then, proceed down the
hallway.  You'll eventually reach an elevator shaft which you can climb up.
Your stop is the next floor, where a guard guards the security console.
Destroy both to proceed.

Go back down and continue heading left.  Jump down onto the floor below and
feed on the guard.  Head right.  Both doors are locked eh?  Go back to where
you jumped down.  Now climb the wall across from it and you should find a vent
big enough to fit Venom.  This path will eventually lead you to a walkway,
which you should break through.  Eat the two guards down here.  Climb the wall
above the locked door for another security console.  Destroying it will open
up the path.  Get rid of the security guard and civilian to find another
breakable floor.  Going down will change characters.

Hey!  I just controlled you!  As Spider-Man, you will be cleaning up after
Venom's mess.  Start by heading left.  Swing across the chasm and you'll find
two civilians trapped by fires.  You can either manually rescue them both, or
climb up the ceiling and to the right to find the sprinkler control system.
Once they are saved, head back in and open the elevator shaft.  Drop down and
save the man from the electrical wires.  You have to be fast!

Head right and drop down.  You'll find a woman trapped under a cabinet.
Rescue her and receive another key.  Once you get it, run left to open the
door.  Open up another elevator shaft and drop down onto the floor below.
Keep on running to meet up with Venom.

Head right as Venom and feed on the woman.  In the next room, two security
guards hold a key.  Defeat them both to receive it.  As you keep running
right, you'll find various guards and civilians.  Go ahead and feed on them
while you're at it.  Plus, it's cool to see Venom's tendril snake around the
corners.  Eventually, you'll enter a room and Spider-Man will activate the
security system.  From here, it's a straight up brawl.  Finish off the guards
and you will again be the man behind the mask.

As Spider-Man, run left until the ceiling slopes up.  That's your cue to climb
the wall up and find a vent, leading to two civilians hanging onto the floor.
Drop them down to safety and then zip back up to the second floor.  Continue
running right, jumping over the fires until you reach a worker who tells you
to put out the fires.  Zip up to the ceiling above her and enter the same vent
you did as Venom.  This time, use the touch screen to activate the
sprinklers.  Far from being grateful, the worker now wants you to save the
art.  Head back out, swinging to save you time, and bring them back.  You want
to do this fast, to save the other civilian hanging off of the walkway to the
right.  Once all is well, start heading right.

HINT: Web up the mobile before it falls down!

Jump up and zip up to the mobile.  There are a couple of cracks on the
ceiling, but nothing your web can't fix.  Drop back down when you're done and
head right.  Climb up the elevator shaft and save the security guard inside to
get the key to the control room.  Backtrack until you get jump down again,
then head right.  Through a lot doors and halls, you'll come across another
elevator shaft.  Climb down.  Do these rooms like familiar?  Continue heading
left and through the small vent to activate the security system.

Jump over the broken glass and defeat the guard in the next room.  Climb up
the elevator shaft and take care of the guard waiting at the top.  The next
room holds a camera, so destroy it unless you want to fight more guards.  When
you reach the area where you broke through the floor, use the vent again to
reach the next room.  Inside is a guard with a key.  As you progress, it's
kind of funny to think that the art Spider-Man saved can now be destroyed by
Venom.

Run down the ramps to fight more guards.  Eventually, you'll reach the other
broken floor.  However, this time, you're fighting new enemies.  Hired
mercenaries?  Continue heading right, taking care of them as you would any
other enemy.  They do tend to travel in groups however.  Finally, fight your
way to the checkpoint.

Crawl out of the vent and rescue the three guards trapped between the piles of
glass.  Make your way back up the elevator shaft and rescue the guard from the
fire.  Successfully doing so will earn you a key to the door that leads to
your freedom.  Follow it to find the end checkpoint.
..............................................................................

Mission 13: Get Outta Jail Free

You start this mission outside of the jail walls.  Don't even bother heading
left.  There's nothing there but trouble.  Instead, head right and feast on
the guards you encounter.  When you reach the fence with the barbed wire,
stop.  You need to jump over it, but you can't normally reach that height
alone.  However, climb underneath the guardhouse and to its side.  From there,
you can barely make it over the fence without getting hurt.  When you land,
beat the guard behind you.  Defeat the other guard nearby, then scale the
fence again using said method.  Break open the door to enter the jail.
Consume the two guards inside.

HINT: Search the cell block for the switch to open the door!

You can start your search by climbing up.  Latch onto the ceiling and the make
your way to the second floor.  Beat down the door to gain access.

HINT: Destroy the cameras before Venom is spotted to avoid additional security.

Feed on the inmate next to the hint.  The additional security the hint is
talking about are automated guns.  The guns can be pretty lethal if given the
chance, but they have one weakness: they don't fire if you're too far away.
Destroy the camera, but if you don't, the guns are easily taken out with your
tendril from the edge of your screen.  Once that's taken care of, take out the
door and guard and then start climbing.

Past another door, you'll face another camera, gun, and inmate.  Take care of
your business, and then head out the other side.  There's electricity below
and above you, so it's easier to use the touch screen to zip specifically at
the upper-right hand corner of the screen.  You can also jump, but make it a
small one.  A successful approach will net you another inmate to feed on, as
well as the option to climb up.  Do so.

Jump over another gap with electricity, and then feed on the guard and inmate
in the next room.  Again, climb up, but head left.  Dodge the laser wall and
then activate the console to open up the gates on the other side.  Head
right.  Avoid two more laser walls and destroy the camera to reach the console
that gives you access to the locked door.  Instead of backtracking, simply
fall through the hole since the electricity is turned off.  Feed on the guard
standing on the floor and go through the door, to the checkpoint.

Avoid the mine on the ground and make your way past four laser walls.  A guard
might sneak up behind you, but he's no threat.  Past the four walls is another
guard.  From now on, I'm not going to bother to say feed on him or kill him.
I'll say there's an enemy, and you may do whatever you wish to him.  Climb the
wall to the second floor where another guard awaits.  As you progress, another
guard should jump out.

HINT: Use switches to turn barriers on and off.  If a switch is too far, use
     the TOUCH SCREEN to do a tendril shot.

Whack the console box to open the gate above you.  Climb up to the next floor
and stand by the gate.  Use your tendril to knock the console box in the upper-
left corner.  Start running right, eating the guard when you see him.  Another
small jump should land you safely on the other side, where an inmate is
walking.  Don't hit the console box, even though it's probably second nature
in this game.  Instead, jump up and stand next to the locked gate on the left
side.  Use a tendril shot to knock the console box to your right from your
position.  Then, inch forward until a majority of Venom is on the other side
and knock the switch again to gain access.

Zip up onto the ceiling to avoid the pit and take out the gun using your
tendril from afar.  Past another pit is another inmate.  When you're done with
him, climb up the wall until you see a console past the bars.  Flick it with
your tendril to open the thing up.  Flick it again when you're made it past to
open the gate on the left side.  Drop down and hit the console there to open
up the next gate.

The next room has lasers.  Lasers are not your friend, especially with Venom's
bulk.  The first one is fairly easy.  You just have to time your jump across
the laser that swings back and forth.  The ones that move vertically are a
piece of cake.  The next one is a bit more difficult, as the lasers move
faster and there are two horizontal ones.  You'll most likely suffer damage,
and if you do, take the opportunity to run through it with your
invincibility.  When you're past that, head down.  Grab the inmate with your
tendril for some much needed health; then consume the guard as well.  Drop
down again to reach another checkpoint.

You're back outside for a brief second.  Eat the guard, and then run past two
laser gates.  There's another guard with a gun after that, so dispose of him.
Another two laser gates gone by and you'll reach a wall.  Climb up and on top
of the ceiling to reach the upper floor.  Get rid of the guard and make your
way past another two laser walls.  Climb up to the second floor and avoid all
the lasers.  At the end of the hall is another console that you can access
with your tendril.  Make your way back down to the door that was unlocked.
Inside is an inmate you can use to replenish your health.  Once he's dead,
start climbing, avoiding the lasers as you go along.

Get rid of the two guards up top and break down the door.  Past the door are
three security cameras and an inmate.  No problem here!  Jump down and get rid
of the guard first before feeding on the inmate.  Hit the console nearby and
destroy the last final camera before entering Electro's cell.  It's hard to
see, so you might accidentally trigger the gun.

HINT: Stay out of the spotlights, or the guards in the towers will have a
     clear shot!

This part is rather easy.  Take care of the guard near you, then start
running.  It's best to just run straight through, and not try to time it.
When you think a spotlight will hit you, jump.  Keep running though.  Past the
first pair of spotlights, you'll run into another guard.  Feed on him to keep
your health up.  Run and jump past another pair of lights to find another
guard.  Again, another set of lights and another guard at the end.

As you run, you'll find another guard.  You're almost done.  For this part,
just keep running and jumping.  There are a few sets of them, but the guards
are easy to jump over.  Besides, most of them are near spotlights, so there's
a good chance of being shot while feeding on them.  Reach the end to finish
the level.
..............................................................................

Mission 14: Times Square Showdown

Stupid Electro and wanting to test Venom...  This might seem like another
difficult boss battle, but with the right stuff [that's what I'm here for],
this fight is a cinch.  First off, this fight is initially easier to start
with by using the traditional buttons.  For you touch screen enthusiasts, I'm
sorry.  But, you can be overjoyed that eventually, you WILL need to use it.

Let's start, shall we?  First thing I'm going to tell you is that an endless
supply of civilians spawn at the far left and right edge of the screen.  They
are best eaten with the "R Button", considering the hit detection in this
level is kind of crazy.  You're going to want to try and avoid consuming them
though, since Electro will be after you, but hey.  When the level starts, head
towards Electro and whack him with your tendril.  Now, start heading towards
the left edge of the level.  See that street lamp near the mailbox?  Start
bashing it.  Yes, I'm telling you to destroy an innocent street lamp.  But
before you complain that this is pointless, you will be eternally grateful in
the latter part.

It takes about three hits or so from the tendril to knock it out.  Continually
dodge Electro's shots as you do so.  Now that the first one is gone, go ahead
and move right and take out two more street lamps.  Hopefully, Electro is still
following you, or else you might need to go back and save Spider-Man.  A whack
to his head will do.  And before I forget, it's best to use your jumping
tendril attacks, since they give you the range and a chance to him twice with
one shot.

Now that the street lamps are gone, focus on hitting him.  It's easy enough to
dodge his electric bolts, but dodging his explosive sphere around him isn't.
The best trick is to trick him into firing in one direction, then running
behind him and whacking him with your tail.  After that, it's a good idea to
run a bit and see what he does.  If he unleashes his spherical might, then
run.  If he doesn't, then trick him again.  Eventually, he'll get pissed and
turn blue.

That's actually a really good color for him.  Hehe.  Electro is now much
stronger and you cannot physically attack him anymore - at least without
getting hurt.  You have two options.  One: You can use the mailboxes and cars
located throughout the level and chuck it at him.  Unfortunately, they don't
do much damage and the hit detection is wacky.  I've seriously had the mailbox
going through him to no avail.  So that leaves two: Use the fire hydrants.
Hopefully you haven't been accidentally punching them.  The easiest way to
defeat Electro is to punch a fire hydrant so that the water gushes out.  Then
run past it and have Electro follow you through it.  He'll be knocked out and
vulnerable, leaving you a chance to move in and pound him.  Do this several
times to finish him.

If Electro ever loses interest in you, which happens often, pick up a mailbox
and chuck it at him.  Also, you can sort of semi-protect Spider-Man by moving
the car on top of him.  The car has a life bar too, and Electro has to get rid
of it.  You can also use it as a shield as well as a weapon.  And finally, you
might be wondering why I told you to knock out the streetlights?  Well, in the
second stage, Electro can sap power from them and regain health.  Told you
you'd be grateful.
..............................................................................

Mission 15: S.H.I.E.L.D. Escape

Using the touch screen is important in this level, so whip out that stylus and
prepare to touch!  Start out by running forward and getting rid of the
mercenary running towards you.  Mercenaries in this level pack a bigger punch
than standard guards and often hang in packs.  It's often wise to consume them,
as you never know when you'll need the energy.

As you run forward, a couple of mercenaries will pop out.  Some hold grenades,
some guns, while some hold electrical prods.  They are all dangerous.  Jump up
onto the walkway and smack the guy standing there.  Jump over the electrical
wire and onto another walkway.  A mercenary will probably drop in from the
manhole.  Take him out, then activate the switch against the wall to open the
door.

Consume the man with the tazer gun and bash open the fence door.  The next door
is a bit tricky.  Notice the switch on the ground that opens the door?  Well,
we're going to need to find some weight.  Backtrack until you find another
mercenary, then gently pick him up with the stylus.  No eating now!  Stand near
the door and drop him onto the floor pad, opening the way up.  Head around the
corner and defeat the current baddies in your way.  Don't bother trying to get
rid of them as they endlessly respawn.  Instead, climb up the wall and activate
the switch with your tendril to reach the checkpoint.

This next point is just straight up brawling.  The exits are blocked by laser
walls, so you'll need to defeat all the enemies to continue.  Check the three
platforms above as well as the path below continually, as they respawn.  Feed
on the mercenaries when your health dips.  When the last one is gone, another
checkpoint appears.

Bash open the door and jump over the exposed wire.  Get rid of the guy in the
jumpsuit and the other one standing on the walkway.  The guy in the jumpsuit
will come back, but that's good, because we need him.  Feed on the mercenaries
until your health is full, then stick yourself onto the wall underneath the
door.  When the jumpsuit guy comes again, bang his head on the edge of the
walkway and let go.  Now climb up.  He should open up the door for you.

Jump across onto the upper floor and you should land on a switch.  If you fall,
climb up.  Now stand on the switch and use your stylus to aim a tendril attack
through the open doors.  If your aim is true, the door should unlock.  Proceed
through.  In the next room, jump over the electrical wire and onto the walkway.
Jump off and get rid of the two mercenaries around.  Notice how the camera
pulls back?  Well, when another mercenary drops down, pick him up with the
stylus and drop him over the wall onto the switch.  You might need to climb the
wall a bit to see it, but it's there.

Destroy the barricade then hide underneath the mercenary.  The switch is
guarded by an electrical current, so wait until it stops before firing off your
tendril to unlock the door.  The next room is a little bit trickier.  You're
required to step on two switches at the same time.  It's easier if Venom steps
on the right most one and then drags a mercenary onto the left one.  Once both
are activated, fire off a tendril shot with the "Y Button" to activate the
switch to open the door.

Be careful on this next part.  It helps to get rid of the two initial guys
underneath you by crawling the wall a bit, then picking them up with your
tendril and feasting on them back on top.  When they're gone, drop down.
Defeat the other guys down here and then pick one up to drop him on the switch.
Run through when you're done and break the wall for another checkpoint.

Go down the steps and smash the pillar out of your way.  A civilian is at the
bottom, as well as some benches and bins you can pick up.  Use them against the
mercenaries and proceed through the subway.  When you reach a certain area, an
ambush pops up and two mercenaries show themselves.  Eat them to move on.
Another ambush, as well as some civilians and mercenaries, later, leads you
back to the surface.

Avoid the mine and get rid of the mercenary.  You can pick up the newspaper
thing and use it to bash the mercenary on top of the wall you need to climb,
but the choice is yours.  Climb the other wall and another trap.  It's best to
stay on one side, so you're not caught in between.  When the flood of enemies
slows, feed on some of them to regain health.  When they're all gone, the trap
disappears.  Fall down one story, then jump across to the next building.  Fall
down when you need to and into a fountain.  Another trap awaits, so back
yourself onto one side and let them have it.

Climb up the building.  A gun-toting baddie will be your welcome party at each
flight.  Eventually, you'll need to jump off.  Land at the top of the next
building and a helicopter will arrive.  Make sure to feed on the surrounding
mercenaries.  They are truly annoying.  I've died several times at this point.
Feed on the mercenaries that drop out and the jet suit guy that flies around.
Whack the helicopter with your tendril and the path will open when it's gone.
Finally, drop off and end the level.
..............................................................................

Mission 16: Beetle Battle

Another easy boss battle awaits you after that previous difficult mission.
Beetle's attacks are the exact same as when you fought him as Spider-Man,
except he likes to stay up more.

Start this level by using the touch screen and picking up the four floating
explosives around the level.  Maneuver them behind Beetle's back and then slam
them into him to cause some damage.  It's rather minimal however.  Now comes
the actual physical combat.  As with most boss battles, there's a pattern I
like to follow.  It goes something like this.

Make sure you're far away from Beetle so that his first shot shoots at an
angle.  Then start running towards him.  With any luck, he'll try and shoot
straight underneath him, but by that time, you're already around his back.
Whip him with your tendril as you're jumping to get two hits on him.
Immediately after that, it's a good idea to keep running in the same
direction, in case he unleashes a force field around himself.  If not, then
run back towards him again.  He'll fire another shot that misses, leaving his
back exposed.  Again, whack him with your tendril.  He should go down without
too much trouble.
..............................................................................

Mission 17: Two to Tango

As with your earlier battle against Silver Sable, winning depends a lot on
luck.  The same strategy doesn't hurt as well.  Sable has lots of physical
attacks, from kicks, to swinging around her pole, to those stupid nunchucks she
likes to throw.  No matter, just run towards her and beat the heck out of her.
She likes to jump a lot as well, but keep running and she'll never have a good
chance of seriously attacking you.

When she's down to around 3/5 her max health, random thugs will start dropping
in.  Close your eyes and pray that none of them are holding a gun, as that will
interfere and kill you in a hurry.  If you got lucky, then continue the fight.
Only stop and deal with thugs if they are standing between you and Sable.  It's
also important to note that whenever your Spidey senses start tingling, you
better be ready to dodge.  Survive and face off with Venom.

This latter part is easy.  Webbing is ineffective against Venom, so don't even
try.  When the second part begins, start running towards Venom and kicking him
using your combo kicks.  When he's down, run away from him until he is just off
your screen, then jump straight up.  By this time, Venom should be jumping back
towards you.  Now run towards him and dodge.  He will have most likely used a
tendril attack towards you, but you're dodging it as we speak and inside his
defense.  Start doing another combo kick on him to knock him back.  Repeat the
cycle until the purple behemoth is down for the count.
..............................................................................

Mission 18: Sibling Rivalry

Oooh... Carnage.  I'm getting really tired of saying this, but if you know
what to do, this fight is a cinch.  It seems like these boss battles are
difficult, but once you know the secret, it's really fast.

Any ways, when the level begins, immediately start punching Carnage using the
combos.  You'll suffer some minor injury here, but nothing extremely painful.
Keep punching him and eventually you'll corner him into the wall.  Make sure
not to blow up the gas canister when you're near it, because that takes a heck
load of points out of your health meter.

Now that you have him backed up against the wall, this is where the fun
begins.  You _must_ have incredible timing to get this down.  Punch him using
your combos [I prefer the "X Button"] to knock him down.  Now this is
IMPORTANT.  When Carnage picks himself up, he makes a sound.  Picture someone
wearing rubber gloves, and they stretch the cuff and then release.  The sound
Carnage makes is similar to that glove slapping sound.  A split-second after
you hear it, start punching again!  With any luck, you'll punch him as he gets
up, leaving him unable to attack.  You'll knock him down again, only to repeat
the process.

When he gets to his final piece of health, you may notice that it takes only
one punch to knock him down, and once you do, he just kind of stands there.
Now's your chance to consume him.  DON'T use the touch screen.  If you do,
Carnage wakes up and attacks you.  Instead, stand next to him and use "R"!
You'll actually regain a ton of health back from so little and defeat him.
..............................................................................

Mission 19x: Venom's Revenge

As Venom, proceed forward.  Get rid of the two guards past the laser walls and
then stand on the blue pad to deactivate the blue current above you.  Once it's
off for the time being, zip up and defeat the guard up there to gain his key to
unlock the door.  Flick the switch up there to switch the current off as well.
Keep moving forward, defeating or eating guards, and breaking down doors, until
you come upon two laser walls.

Stand inside the middle of these walls and then jump and zip up.  You should
find yourself in a hidden console room.  Destroy the console to deactivate a
force field around a rhino head.  Before picking up the rhino head, go ahead
and move forward a bit and defeat the two guards.  Then, go back and pick up
the rhino head and smash it into the door.  You'll need to bring the head far
back and then slam it into the door to cause any significant damage.

Jump over the two laser beams that move back and forth and get rid of the
camera in the next room.  Smash down the next door using the rhino head as
well.  Run past three laser walls until you come to an area where the obvious
route is blocked off by electricity.  What to do?  This was tricky.  See the
crate behind the blue wall?  See the blue pad next to it?  Well, you can
actually move the crate onto the pad to deactivate the current overhead.  Once
you've done that, move on up with the rhino head.  Do the same for the next
one.  Then, place the rhino head onto the next pad to open the door for a
checkpoint.

Make your way past another obstacle as lasers.  Honestly, the biggest enemy in
this game are lasers.  If enemies really wanted to kill Venom, just place a
buttload of lasers everywhere.  Man..  Try and make it out in one piece.  When
you reach the door, jump up and onto the blue pad to deactivate the current
above you.  Diagonally zip up to pass it and continue doing it until you reach
the top.  Consume the guard at the top for some energy as well as a key to
unlock the door.  Flick the switch to deactivate those annoying currents
permanently.

In the next room, destroy the two security cameras with a tendril, then break
down the door.  Run past a laser wall and defeat the guards standing next to
the door.  Feed on a lot of them.  Your health will probably thank you for it.
Break down the door and make your way up the shaft in a diagonal manner,
jumping from one side to the next when a laser is in your path.  Punch through
the mesh floor and the following door - but it doesn't do any good.  If you do,
don't go inside though!  Here, the camera suffers from a terrible angle if you
do.  It's barely possible to see anything, so try and stick to the right wall
if possible.  Out in the hall, get rid of three guns to switch to Spidey.

Head forward, eliminating the guards and avoiding the laser walls.  Eventually,
you'll see a man trapped under some rubble, thanks to Venom.  You can reach him
from your current position, so jump into the vent in the ceiling, avoiding the
steam, and rescue him with the touch screen.  Proceed right.  You'll find
various guards and obstacles in your path, but nothing that Spidey can't
handle.  Remember dodging is your friend with lasers.  When it comes time to
move up, do so and enter through the door.

Dodge through the lasers and take out the pair of guards in the next room.
You'll start seeing small fires as you progress - a good sign of civilians that
need to be saved.  Rescue two of them and drop them off in the safe zone to
your left.  Proceed forward, into the elevator shaft.  Like Venom, crisscross
your way up.  For some reason, the mesh has been resealed, so you'll need to
crawl through the vent and open the door up.  Back at top, get rid of one gun
and jump over any exposed wiring to find Venom.
..............................................................................

Mission 19y: Unanswered Questions

This mission is similar to the other one, in case you want to try it out, save
Spider-Man is the main person getting rid of the obstacles.  When the mission
starts, head off right, but wait for the laser walls to deactivate.  For a bit
of fun, you can web pull a guy from across the screen into the laser walls to
get rid of him.  Inside the next room, defeat the guard.  You can't get past
the door, but if you punch it, you can fill up your Power Meter.  It's quite
useful sometimes, but mostly, it's ineffective.  Instead, stand on the little
pad underneath the electrical current and wait until it deactivates before you
web zip up.  Defeat the guard up there for the key to the door.

The next room involves a lot of guard beating.  When the guards finally stop
coming, climb up into the hole in the ceiling while avoiding the steam to make
it into the next room.  Defeat the guard inside, then run past the two laser
walls.  Zip up to the ceiling to avoid the force field around the rhino head.
Past that are a lot more guards.  If you're crafty, you can web pull the guards
into the force field, getting an instant KO.  If not, drop down and take care
of them.  Your special attacks come in handy here.  When you're through, open
the door using the touch screen.

Avoid the lasers by dodging through them and get rid of the camera on the
ceiling.  When you come upon the electrified door, have Spider-Man crawl
through the ceiling again.  Avoid the two laser walls and wait when you come
upon the area where the way is blocked off by an electrical current.  The pad
that you need to deactivate the current is behind the blue wall of light.
Shortly after your arrival, a guard will jump in behind it.  Use a web pull to
jerk him into the wall.  When he gets up, he should activate the pad for you,
allowing you to go up.  Do the same for the next one and head up.  Past another
laser wall is another pad which will open a door to the checkpoint.  Use a web
line from there to pull yourself through.

Just run through and dodge all the lasers to simplify things.  Then, climb the
wall until you reach a pad that deactivates the current blocking your way up.
Use a diagonal web pull to zip past it fast.  Continue in this manner until you
reach the top where a guard holds a key.  Punch the console to turn off the
annoying electricity as well and fall back down.  Use the key on the door.
Inside, destroy the two cameras and then use the touch screen to open the next
door.

Avoid the laser walls and defeat the guards you come across.  When you reach a
door that needs to be open by the touch screen, another small brawl will ensue
between you and the guards.  Once they're all gone, open the door at will.
Climb up the shaft, jumping from one side to the other when a laser beam gets
in your way.  Eventually, you'll come across a small opening in which you need
to open another door to move on.  Keep moving up until you reach a hallway.
Continue down the hallway, taking out three guns, and open up the final door
using the touch screen.  You now take control of Venom.

Since you've done the hard part with Spider-Man, it's rather simple.  You'll
find a lone guard in the second room which is no problem at all.  Keep making
your way forward, eliminating guards and breaking down doors until you come
upon two laser walls.  Stand in the middle of them, then zip up to a hidden
control room.  Destroy the console, then drop back down.  Pick up the rhino
head when you see it, but don't let it distract you from fighting the guards.
Whenever you get the chance, drop it and consume the guards.

Break down the door using the rhino head.  You'll need to bring the rhino head
far back and then rush it into the door to successfully break through.  Jump
over the laser beams in the next room and consume the guard inside.  Break
through another door using the rhino head.  Past another three laser walls,
you'll come across the area where you need to go up.  Bring the rhino head
along with you ascend.  When you reach the area where a weight is required to
open the door, leave the rhino head on it and proceed through.

Go past all the lasers.  It's really hard as Venom to make it through while
minimizing the damage, so take full advantage of your momentary invincibility
when you get hurt.  Run through the door when you're done and consume the guard
before he does any more damage to your health.  Eat another guard to guarantee
your health is in good condition.  Past another two laser walls and more guards
is the final shaft you need to make your way up.  Instead of crawling through
the vent, punch your way through the mesh and continue up.  You'll find a guard
waiting at the top.  Eat him, then make your way forward.  A gun emplacement
and another guard are your final obstacles.
..............................................................................

Mission 20: Power and Responsibility

Your final battle is a rather easy one.  Don't worry so much about the
helicopter.  If you successfully bring the fight to Venom, he won't even focus
on it.  In a tribute to Star Wars, "the circle is now complete."  You started
off this game against Venom; you will finish it against Venom.

Expect Venom to pull out all his moves.  This includes consuming you, lashing
out with his tentacles, and most definitely claw attacks.  All except the
first are avoidable with Spider-Man's dodging ability, so there's no fear in
that.  The trouble is finding a pattern to use against Venom.

My pattern goes something like this.  Run towards Venom and perform your
standard combo on him.  It should knock him back.  Now, jump straight up, then
run towards Venom and push the "L Button".  You might need to wait a split
second before pushing the button, depending on your timing, but if you time it
right, you should avoid a tendril strike and now be in striking distance.  Let
him have it.  The useless jump is to allow Venom to get up again and helps
with timing.  If you ever get eaten, start mashing the "Y Button" and moving
the DPad.  It should get you out within a few seconds.  When Venom falls,
enjoy the rest of the scenes.

+*+.=====================================================================.+*+.
[4]           -=-=-            [ Multiplayer ]            -=-=-           [4]
'+.+'====================================================================='+.+'

Unfortunately, none of my friends own a Nintendo DS, nor would they own
Ultimate Spider-Man if they did.  Don't ask me why, it's crazy, I know!  And
seeing as how you can't play "Multiplayer" without two copies of the game (I
think I'm buying a "Lite" in the future), this section probably won't be
updated in a while, if ever.  Besides folks, it's not like it's crucial to
cover it.  You beat your friends up, although I would like to be able to
control Carnage.

So don't email me about it; don't send me emails explaining it.  While they
are much appreciated, I would simply like to experience it myself to cover
it.  Instead, you may send me emails saying how handsome I am, and how my FAQ
is like a glass of cold water on a hot, sunny day.

+*+.=====================================================================.+*+.
[5]           -=-=-         [ Cheats & Secrets ]          -=-=-           [5]
'+.+'====================================================================='+.+'

As far as I know (and I don't know much), the following are the only cheats
and secrets for the game.  You're welcome to email me and tell me other
things, and in return, your "name" will appear at the bottom.

"Unlock Multiplayer Characters"

+ Unlock Carnage by reaching 80% of the game in single-player, when you reach
   the "Sibling Rivalry" stage.
+ Unlock Spider-Man in the symbiote suit by completing the entire game (100%).

+*+.=====================================================================.+*+.
[6]           -=-=-         [ Legal Information ]         -=-=-           [6]
'+.+'====================================================================='+.+'

This document is copyright 2006 Legomondo, all rights reserved.  This should
not be reproduced in any way for the sole purpose of profit and without my
consent.  You may however, have a printed version of this, unaltered for home
use.  This FAQ is only allowed on

GameFAQs [GameFAQs.com]
IGN FAQs [faqs.IGN.com]

and should not be posted anywhere else without my permission.  If you see this
FAQ other than the site listed above, email me immediately at Legomondo [at]
yahoo [dot] com.  However, I do not want emails asking if you can post this
FAQ or any others.  I will not let you, and I warn you not to post the FAQ
any way.  As always, the most recent version of this guide will be at GameFAQs.

+*+.=====================================================================.+*+.
[7]           -=-=-              [ Credits ]              -=-=-           [7]
'+.+'====================================================================='+.+'

- Nintendo, with their creative innovations and ideas.
- GameFAQs: I wouldn't be writing without them.
- YOU!  Yes you!  Thanks for reading, and maybe you'll get your name here if
   you send something worthy.

--------------------------------[ End of File ]--------------------------------

                           Copyright 2006 Legomondo

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