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                        Spider-Man Walkthrough
                      By: Legomondo (David Tran)
                Version: 1.01 (Last Updated: 03/03/03)
                  Game System: Nintendo GameBoy Color

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TABLE OF CONTENTS
 1.  Version
 2.  Introduction
 3.  Basics
 4.  Walkthrough
 5.  Items
 6.  Powerups
 7.  Characters
 8.  Codes & Secrets
 9.  Legal Information
 10. Thanks

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-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=[1. Version]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
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03/03/03 - This should the last update.  Added a new site able to list this
 FAQ and redid the format a bit.

12/05/02 - 1.00: Heh, I changed it from FINAL to Version 1.00 as it just
 doesn't seem right.

06/13/02 - Final: Changed a typo, the categories, and fixed the Legal
 Information.  This is the FINAL update for this FAQ.

06/06/02 - 0.70: Finally, I am finished with the walkthrough, hope it helps.
 Also fixed some typos and the ASCII on the top.  You shouldn't notice a
 difference to it though.

06/05/02 - 0.60: Added where the last Health Meter Up is, thanks to a reader
 whose alias is Soundview11.

05/27/02 - 0.50: Added where all Attack Power Ups are and four Health Meter
 Ups.  Finally, added where all the Defense Powerups are.  Just need to find
 the last Health Meter Up and then finish the walkthrough.  Almost there.

05/25/02 - 0.45: Fixed the Leveling Up section, did Powerups and Items (though
 not completely done), and added some more to the walkthrough.  Just a little
 bit, not much and finally, added a new enemy.

05/21/02 - 0.40: Added the final bosses, and fixed/added a little more to the
 walkthrough.  Finally, restored the Enemies section to how it originally was.

05/13/02 - 0.30: Added a new Boss to the Enemies section and a little more to
 the walkthrough.  Also, in the Introduction, added some general tips.

05/11/02 - 0.20: Changed #8 to just Enemies.  Fixed the Web Shield location.
 Finally, I did most of the enemies section, which is a little surprising,
 since I haven't even finished the walkthrough.

05/09/02 - 0.10: Finished what you see here.  Feedback appreciated.

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-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-[2. Introduction]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
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This will be my second FAQ that I've created.  Now, after looking at the
requests, I saw that people were looking for a Walkthrough.  So, I decided to
help and create this.  These sentences might be repetitive.  Anyways, I hope
you find this guide useful and email me at if you have any questions at
Legomondo [at] yahoo [dot] com.

                                              - Legomondo

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-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-[3. Basics]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
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You can learn how to play the game if you've lost the Instruction Booklet or
something.

 -=[Gameplay]=-

Start - To Pause at any time during game play.  To return to game play, press
 the Start button again.
Select - Sub-Screen, allows you to view your stats and how many points you
 have.  The Sub-Screen lets you view your Attack, Defense, and Special Items.

 -=[Standing]=-

Run - Press the Control Pad to the Left/Right.
Jump - Press the A button.
Crouch - Press the Control Pad down.
Look Up/Down - Press and hold the Control Pad Up/Down.
Shoot Immobilizing Web - Roll thumb from the B button to the A button.
Drop to Lower Level - Press the Control Pad down and the A button
 simultaneously.

 -=[Mid-Air]=-

Control Fall - Press the Control Pad to the Left/Right.
Swing - Press the A button.
Drop Kick - Press the B button.
Side Kick - Press the B button while pressing left or right.
Shoot Immobilizing Web - Roll thumb from the B button to the A button.
Climb Ceiling/Grab Ledge - Press the Control Pad up.

 -=[Crouched]=-

Crawl Left/Right - Press the Control pad to the Left/Right
Kick - Press the B button.
Look Down - Press and hold the Control Pad down.
Stand Up - Press the Control Pad up.
Shoot Immobilizing Web - Roll thumb from the B button to the A button.
Drop to Lower Level - Press the Control Pad down and the A button
 simultaneously.

 -=[Ceiling]=-

Crawl Left/Right - Press the Control pad to the Left/Right.
Drop Down - Press the A button.
Kick - Press the B button.
Shoot Immobilizing Web - Roll thumb from the B button to the A button.

 -=[Wall]=-

Climb Up/Down- Press the Control Pad Up/Down.
Leg Go of Wall- Tap the A button.
Push Away from Wall- Hold the A button.
Punch- Press the B button.
Shoot Immobilizing Web Away from Wall- Roll thumb from the B button to the A
 button.

 -=[Attacks]=-

Punch - A basic punch.
Kick - A kick you use only during a crouch.
Uppercut - A level 2 move, combines with your punch on the third hit to form a
 combo.
Swing Kick - A level 4 move, you will be able to kick while swinging.  Executed
 by pressing the B button while swinging, it should help kill the pesky birds
 that are attacking you.
Flying Kick - Not exactly sure that this is the official name for it, just kick
 while jumping through the air to perform it.
Impact Webbing - An upgrade to your web, wraps enemies up and damages at the
 same time.  Cool.  Best used during boss battles.

 -=[Leveling Up]=-

Experience Level - Can be gained by beating up the various enemies in the local
areas.  They always respawn, and sometimes, leveling up may give you the upper
hand in battle.

Level 1 - [NONE]
Level 2 - [200 Points] - Upon reaching Level 2, Spider Man will learn a new
 move called "Uppercut".  The Uppercut becomes part of Spider Man's 1-2 combo
 which is to uppercut after two consecutive punches.
Level 3 - [600 Points]
Level 4 - [1,000 Points] - Upon reaching Level 4, Spider Man will learn a new
 move called a "Swing Kick".  This move allows Spider Man to kick while he is
 swinging through the air and helps keep those pesky birds from attacking him.
Level 5 - [1,500 Points]
Level 6 - [2,000 Points]

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-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=[4. Walkthrough]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
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The main part of this whole thing.  There are 4 main areas: The City, Subways,
Dock and Sewers.  These four main areas will be divided by what you do there.
I'll try and provide a map for the Sewers, to make this more complete and to
ease the reader in finding things.

===============================================================================
                          Area I: The City & Sewers
===============================================================================

You start off the game on the rooftops of what seems to be The Daily Bugle.
Use this part to get accustomed to the feel of the game and travel around the
city some.  You're limited to where you can go though.  I recommend staying on
the rooftops so as not to be harassed by the birds.  You'll face all the types
of baddies here, so use them to build yourself up to at least Level 2.  So,
from the top of the Daily Bugle, drop down onto a white building.  Since the
enemies regenerate every time you leave the screen, don't try and eliminate all
of the enemies.  Climb onto the right most ledge and continue to hang crawl
onto the right.  You'll hang upside down and if you continue, go through a
secret passage.  There, you'll pick up an Limited Invincibility powerup.  Use
it to travel across rooftops and beat up thugs to gain points.

Once you think you're powerful enough, head to Conner's Lab.  A black and gray
building that's dilapidated.  It's across the town some, near the Docks.  You'll
know by golden words saying that there's a checkpoint nearby.  Head up and
collect the hearts if you need them.  Jump the gap and a cutscene should play.

It seems that an explosion took place in the lab and that they saw a lizard
escape.  Venom will appear, so get ready for your first major battle.

                    [o] - [Boss 1 - Venom: Fight 1] - [o]

As you can tell, Venom is not at full strength as his health bar isn't filled
all the way.  Good thing too, as it would take a whole lot longer.  This battle
is pretty simple.  Run to the very edge of the screen and wait for him to jump.
He'll jump just short of you and start to shed his symbiote suit.  Now's your
time to attack.  You can either web him and then punch, or just punch.  You
won't take damage and you'll punch him into the wall.  Then, you can just run
across to the other side instead of jumping over him.  Since your attack power
is pretty low, this will take a while to defeat him.  Just repeat this a few
times to beat him.  The screen will fade gray which is cool and music will
play.

Venom will run away and you'll have a new password.  Write it down, and head
for the subway, located at either ends of the town.  If you take the one by the
lab, there will be a guy throwing Molotov Cocktails at you.  Just use a flying
kick to send him packing.  Enter.  The safest route here would be the ceiling,
plus you can find invisible nooks and crannies filled with good stuff.  Watch
out for rodents that fall on you while you're climbing on the side.  The only
bad thing about this is that you miss leveling yourself up and the entrance to
the sewers.  The choice is yours.  The entrance to the Sewers is a big hole in
the floor.  If you climb the ceiling, you might pass it (you'll know if you
start to see escalators go up), so drop down from time to time.  Once you're
ready and you find it, drop down onto the hole in the floor.

Now the sewers is easy to get lost in and house many dangerous enemies.  The
most annoying ones are the bats that frequently attack you at odd angles making
it hard to kill them before they kill you, especially at your weak state.  I'll
try to make a basic map, but it's going to be hard.

Well, I deleted the map, because it was so inaccurate and it was really hard
and incomplete.  So, I suggest you  head over to IGN's Pocket Guides.  Thanks
to Soundview11 for this.  At IGN, it is actually free, and they have maps for
many of the levels/areas.  Check it out.  Now onto the walkthrough.

Dangers in the sewers are many, as it has bats, thugs, lizards, and bugs.  You
can find the Web Shield and a Health Meter Up in this level.  Your main goal
though is to defeat the lizard and give him the antidote.

To find the Web Shield, go back to the very beginning of the sewers.  If you
travel straight down, (which is impossible because you have to take detours;
just try and make sure you're getting back on track by taking rights and lefts.
What I mean is, if you take a detour to the right, take a left so that you're
almost in the middle) you'll come across what seems to be a dead end.  Not so.
If you climb the wall to your right, you should go through a hidden passage
which is barely visible.  The hidden passage will appear slightly darker in the
walls.  Keep on following it, to enter into a well lit room where the upgrade
is sitting on a ledge.

To find the Health Meter Up Upgrade, just follow these simple directions.  Just
go to the very left side of the sewer as possible, and climb up.  So the
upgrade is on the very top left side of this area.

To fight the lizard, go to where you were going to get the Web Shield.  The sign
with claw marks on it gives you a hint that the lizard is nearby.  As soon as you
see the sign with the marks, jump up onto the ceiling.  Not onto the spikes of course,
but find an open spot on the ceiling and follow it going West.  You should go up
an arch and then back down onto and squeeze into a very tight opening.  If you're
going the right way, you'll see another sign with the claw marks.  You're there.
Just continue left until you reach a dead end and the Lizard should be there.  You'll
know if you past the Lizard if the signs with the claw marks are gone.

                      [o] - [Boss 2 - The Lizard] - [o]

The Lizard is much easier than Venom, at least to me.  Maybe it's because I'm
used to the controls.  Who knows.  He has two attacks.  One is to rush you and
to tail whip you, and the other is to send alligators to attack you.  His
attacks are easy to avoid.  First, he'll charge you.  Web him to immobilize him
and punch him.  Just a 1-2 combo, followed by an uppercut and back off or he'll
hurt you.  He'll fall back and land on the wall.  Then, an alligator will come
from a pipe and try to bite you.  Crouch and shoot a web or it'll jump on you.
Give it a few kicks to defeat it.  Repeat the process to defeat him.

NOTE: You can actually finish the fight quicker by doing the following.  When
 the Lizard tries to attack you, quickly immobilize him with web and punch him
 a few times.  If you did it fast enough and stopped him early enough, he'll
 continue to come after you instead of retreating.  So you have twice as many
 times in one turn to inflict damage.  After defeating him, the screen will
 freeze and fade to gray again.  Cool music will play.

Write down your new password and you'll be back at the sewer entrance.  Nifty.
Also, the sewer people as you find out are not there anymore.  They consider
you a friend, so Bats and Rodents are there to take their place.  Climb out and
exit the subway.  Your new destination is the docks.

===============================================================================
                         Area II: Docks & Hobgoblin
===============================================================================

You find out that the Hobgoblin is behind all of this.  How horrible.  So, your
next destination is at the docks.  Once there, you find out that there is a
secret meeting which you interrupted.  Now, you face new enemies.  They're
basically the same enemies, as they have the same attacks, but they're dressed
in a suit.  Very suave looking.  Anyways, the only difference is that they have
attack dogs for the karate guy.  The one that rushes up and kicks you.  The
safest thing to do here is to swing in the air.  It's much safer, but you'll
miss a lot of goodies down there.  Mainly, extra lives.  There might be another
Health Meter Up, but I'll have to get back to you on that.

As I said, swinging through the air is probably the safest way; and if you're
at level 4, you can use your new swing kick to fend off those pesky birds.
However, you're missing out on experience points and some extra lives.  It's
your choice.  Your main goal is to collect the Impact Webbing which is
essential for the rest of the game.  Keep on traveling to the right until you
come across a large body of water.  Swing over that and you should reach a
checkpoint.  Quickly grab the Limited Invincibility and run past the dogs and
through the pipes.  Try and get some height and swing past the birds, kicking
them if you can.  When you reach the end, (the screen stops moving forward)
drop down to the very right and you should fall onto the Impact Webbing Upgrade
and down onto Venom.

                    [o] - [Boss 3 - Venom: Fight 2] - [o]

Venom still isn't hard to pose a real threat, although he can kill you.  Just
run to the extremities of the arena and get him to follow you.  He should jump
and land right in front of you again, so using your new webbing, shoot him with
it.  Not only will you tangle him up in it, you'll also damage him.  Don't let
up.  Finally, after a barrage of webbing, he should fall.  Write down your new
password.

Another cutscene, and you're in a warehouse filled with..... PUMPKIN BOMBS!
You have a timer where a boss's health should be, and with practice, you should
make it in plenty of time.  If I'm not mistaken, there are 18 bombs you have to
diffuse.  First, head to your right and take care of the FOUR bombs.  Your
spider sense's should tingle when you're near one.  Then, jump up onto the
walkway above and climb to the left.  At the end of the walkway, you should see
another ONE bomb.  Stand on top of the ledge and swing to the left, while
passing through it and hold onto the wall at the left.  Climb all the way up
and diffuse THREE bombs.  Drop down and climb the pipes.  You should diffuse
ONE bomb on your way.  Another ONE bomb to diffuse, and ONE bomb when you reach
the end of the pipes.  Jump to the left and climb up and diffuse ONE bomb.
Swing or crawl up on the pipes on the ceiling to diffuse TWO bombs.   Keep on
going to diffuse another ONE bomb.  When you reach the far right, drop down and
diffuse another ONE bomb.  You should have two bombs left.  Drop onto the
ground so that you're on a walkway and jump to the left and onto another
catwalk.  There should be boxes around and on top of those boxes is ONE bomb.
Work your way down, and onto the lowest level and travel right.  You should
reach the FINAL bomb and start the fight with the Hobgoblin.

                      [o] - [Boss 4 - Hobgoblin] - [o]

If you're not on level 4 or higher, than I don't think you'll survive this
encounter, mainly because you won't have a high enough attack and defense
power.  The Web Shield is also useful in this battle.  It starts with the
Hobgoblin flying past a little above head height, so he can't hurt you.  He'll
drop two pumpkin bombs in the middle of the arena and then fly off the screen.
Your time to attack is right before or right after he drops his bombs.  Jump up
and do a kick at him and if connected, he should past through you.  Next, you
spider senses will tingle warning you of his incoming attack, which is to fly
at ceiling height, above head height, and at knee height.  Put up your Web
Shield if he comes at knee height.  Repeat this process several times to defeat
the Hobgoblin and travel to your next destination.

===============================================================================
             Area III: Venom [Final Battle] & Sewers [Revisted]
===============================================================================

After the cutscene, you will find yourself at the edge of the city.  Travel
through the air and back to the Daily Bugle to start your final battle with
Venom.  You might want to take time to beat up some thugs along the way so that
you can level up more.

                  [o] - [Boss 5 - Venom: Final Battle] - [o]

Venom is now at full strength, which means he moves a lot quicker and does more
damage.  The key to this battle is to use your Impact Webbing yet again.  When
he jumps, try and immobilize him, back away, and then start shooting at him.
Keep on firing a continuous stream to make sure that he doesn't break free.  4-
5 hits from Venom will most likely cause you to fail and die.  As with all
other battles, the amount of attack and defense will affect the outcome
greatly.

You learn from the cutscene that Venom was actually trying to warn Spider-Man
of some sort of experiment that he escaped from.  He says the number 242.  Does
that remind you of anything?  It will if you explored the Sewers more closely.
Go back to the Sewers, and as before, the Sewer people are replaced by rodents,
spiders, and bats.  You would think that spiders would actually help you.  Now,
travel Southeast to reach Area 242, using the map above if it helps.  Likely
not and swing across the water and below the spikes to reach an area with metal
grates.  Go through and you reach Dr. Octopus' lab.

===============================================================================
                    Area IV: Doctor Octopus' Lab & The End
===============================================================================

You find yourself in a hallway filled with mutants and sorts.  The safest thing
to do is to hug the ceiling.  Keep on following the ceiling up to some very
narrow openings.  Following these passages, you'll find automated guns that
shoot out stuff at you, and some blue "rats" or something.  If you crawl in the
right direction, you'll end up over a huge opening in the floor.  Crawl past it
and then you should reach an Attack Power Up.  It will be very handy in this
mission.  Jump down into the hole in the floor, past the spikes on the wall, to
land on a checkpoint.  You might also land near a mutant, so be careful and be
ready to immobilize it.

Now, you can either find the last of the items in this level, head straight
toward Dr. Octopus, or use the password to get there with everything.  I'm not
big on cheating, but if you really can't find it, go ahead and use it.  Check
the Items and Powerups section to find them, as it would be a waste of space if
I posted them here.

Your main goal is to go to Dr. Octopus.  From the right of the checkpoint,
start heading down.  You'll run across more mutants on ledges and annoying
little circles that attack you when you need them least.  They cause a lot of
damage to you, as they are hard to kill.  Try not to fall on the floor either,
because there will be electric generators that will hurt you.  You'll need to
swing from platform to platform when you reach the bottom, or else be a fried
spider.

You are close to Dr. Oct when you find green containers with weird creatures
inside.  However, you might be deceived, as there is a place exactly like Dr.
Oct's, but leads to a dead end.  To reach Dr. Octopus, keep on swing to your
left until you reach a wall with some spikes.  It will be hard to avoid them,
so hope you have adequate defense.  Climb up into the spikes and then onto the
platform to your right.  There should be green tubes, which will lead you to a
doorway into your final battles.

                      [o] - [Boss 6 - Dr. Octopus] - [o]

Dr. Octopus should be a cinch from what you just went through, as he won't
cause as much damage from the previous obstacles.  His main attacks are to dig
his tentacles underground and then shoot them up at you, charge you, are shoot
his tentacles into the ceiling if you so happen to be there.  The key as
always, is to use your wonderful Impact Webbing.  Just keep up a steady stream,
and you'll prevail.  However, it might be extended if he raises his tentacles
in defense and blocks them, or charges at you.  If he does, get out of the way,
turn around, and give him a good beating.  Also, remember to write down your
password so you won't have to go through the whole level again.

When he's finally down, you'll see a cutscene where he falls on Carnage's
holding tank, and Carnage is released!  He'll swear revenge on Dr. Octopus, but
first, deal with you.

                       [o] - [Boss 7 - Carnage] - [o]

This fight will be easy, if you follow these directions.  Just jump up onto the
wall to your left and climb up so that you're on the top left corner, able to
shoot down on anyone below you.  Carnage will respond to your climbing by
shooting bits of himself at you.  Hopefully, if you angled yourself right, you
should be in-between those when they pass.  Then, he'll jump right under you.
Now's your chance to shoot him with your webbing.  If you happen to press the
wrong buttons (happens to me a lot) and fall off, then quickly climb back up,
not before he hurts you though.  He'll jump back and fire off another round of
stuff if you do.  To win, just continually fill him with your webbing until he
falls to the ground, seemingly defeated.  Keyword there, is seemingly!

You think it's all over, even Spider Man says it's 2-0, with him on top.  But
then... Carnage merges himself with the Dr. and you've got double the trouble.

                    [o] - [Final Boss - Dr. Carnage] - [o]

Call him what you want, it doesn't matter to me.  Carnage has merged with Dr.
Octopus so now they share the same attacks.  However, in this battle, I suggest
you stay on the ground, as he likes to use mostly the Dr.'s attacks.  Just like
boss battle number 6, the key is to fill him with your special gooey ball of
web.  Rapidly shoot the webbing like there's no tomorrow, and he should go
down, after a long long time.  It takes a long time because, of course, he
deflects the shots, and only one out of three or four actually hit him.  If you
do it slow, he'll charge you.  The best thing to do, is to turn around, wait
for him to go by you, and hurt you and then fill him up again.  As always, the
amount of power and defense you have, will affect the outcome.  Just watch the
cutscene in the end, and enjoy it.

The cutscene is, Spider-Man is hanging out with a gargoyle named Bruce, when he
thinks he forgot something.  The something is.. Mary-Jane's present.  Then he
says that now he is in REAL trouble.  Typical is all I say.

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-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-[5. Items]=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

Web Shield - Found in the Sewers, the Web Shield will deflect any attacks but
 only lasts for a short while.  To use the Web Shield, crouch and press and
 hold the A Button to have Spider-Man weave one.  Great for defending against
 the projectile attacks the thugs have but poor against hand-to-hand combat.

 Finding the Web Shield is hard, really hard and it's best to know your way
 around in the Sewers.  From the very start of the Sewers, try and go straight
 down, but that's impossible, so you're going to have to balance the number of
 lefts and rights you take.  For example, you take a left because there's
 nowhere else to go, so you have to take a right next to make sure that you're
 in the middle.  Keep on traveling down until you reach a dead end; the place
 isn't that far away.  Climb the wall to your right and you should go through
 the wall at one point and into a secret passage.  The secret passage is
 distinguishable by being slightly darker then the regular color.  You'll end
 up in a well-lit room with the upgrade on a ledge.

Super Web - Found in the Docks before the second battle with Venom, this item
 grants Spider Man the ability to inflict damage while also immobilizing
 enemies.  This is a must-have for boss battles and the amount of damage it
 does depends on the amount of attack power you have.

 To find the Super Web upgrade, travel to the end of the docks until the
 screen stops moving with you.  Then stop swing and plummet to the ground
 while hugging the right and you should fall on it.

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-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-[6. Powerups]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

There are eight power ups in the game, and each will benefit you greatly.

One-Ups - Their name describes them perfectly.  However, in case you aren't
 familiar with them, one-ups give you an extra life, good for extremely long
 play time or continuous defeat.  These are found in various places.

Full Health - Restores all of Spider Man's health.  This power up is much
 better than 15 Health or 5 Health.  These can be found lying around, but most
 likely after defeating enemies.

15 Health - This Power Up will increase Spider Man's health by 15 points.
 These can also be found by defeating enemies and some are lying around.

5 Health - The weakest health-restoring Power Up, this will only restore 5
 points of your health and are the most commonly found, but every little bit
 counts, right?

Limited Invincibility - This special Power Up will make Spider Man invincible
 for only 10 seconds so use it to attack enemies without fear or gaining
 experience points.  Most of them are found in the City, but can also be found
 in the Sewers and Docks and by defeating enemies.

Attack Power Up - Spider Man begins the game with only 1 Attack power and 1
 Defense power.  Picking up one of these will increase the Attack power by 1
 bar.  You can have a maximum of 6.  Note that some of them are earned by
 leveling up.

 - You can find one in the Sewers.  Directions are hard, but there is a false
   spike which you can climb through.  The right side of it is touching a wall
   and two spikes left of it, a spider is crawling on.  Climbing through this
   "spike" will not only net you a Attack Power Up, but a One-Up as well.

 - One is found in Dr. Octopus' lab.  From the very beginning, travel up and
   through some narrow openings.  Keep on following them and avoiding the
   enemies to end up in a dead end with the Power Up at the end.  You can also
   get to this by finding a Check-Point where the ceiling opens up with spikes
   on the sides.  Climb up the sides (you'll take extensive damage from the
   spikes, so try and hurry) to reach the dead end with the Power-Up.

 - The rest are attained by leveling up.

Defense Power Up - Spider Man begins the game with only 1 Attack power and 1
 Defense power.  Picking up one of these will increase the Defense power by 1
 bar.  You can have a maximum of 6.  Note that some of them are earned by
 leveling up.

 - One can be found in the Sewers.  Explore the map a little and try to find
   the secret rooms.  It will be in a room on a ledge.

 - Another one can be found in  Dr. Octopus' lab.  On your way to Doctor
   Octopus, you'll encounter a bunch of boxes.  Going left past these boxes,
   fight your way through mutants and you'll see the Power Up on a ledge.  It
   may be a little hard to find, but it's definitely dear the end where you
   fight Doctor Octopus.

 - The third can be found at night after you defeat the Hobgoblin, stand on
   top of Dr. Connors' building and swing to your right.  It might take a
   while.

 - The rest are attained by leveling up.

Health Meter Up - Possibly the best power up ever, this increases your health
 bar by 8 points.  You can find 5 Health Meter Ups.

 - One can be found in the city, best found after you defeat the Lizard.  Find
   a white building with square windows.  This building should be somewhere in
   the middle.  Climb up one of the ledges and where ever a lit window is,
   there will be a invisible ledge to stand on.  Keep on climbing the
   invisible ledges and watch out for Chain.  Finally, after climbing a little
   while, you'll see lit windows going off to the side.  Swing to these
   windows and you should swing into the Power Up.  This power up can also be
   obtained in the daytime but its hard to tell what windows have the
   invisible ledges.

 - The second one can be found in the Subways.  Take the left entrance to the
   subway and head down to Escalator 1.  Climb up onto the ceiling and follow
   it up into the main room with the trains.  Midway between the ceiling and
   the wall, there will be a hidden passage where the Health Meter Up is.

 - The third one can be found in the Sewers.  Immediately (or where ever) from
   your starting position, try and head to the top left corner of the whole
   area.  It will take quite a while because of the detours you have to make,
   but there, at the top left corner will be a Health Meter Up and a Limited
   Invincibility.

 - The fourth Health Meter Up can be found in the Docks.  Find a crane in the
   Docks over some broken crates and stand on the crates.  Swing to the green
   building to the right while collecting a One-Up.  Swing to the lamp posts
   to your right and climb up on the right lamp post.  Jump, then swing across
   until you reach the far side of the warehouse where you will fall upon the
   Power Up.

 - The last health meter is found on the far right of Doc Oc's lab. Navigate
   yourself to the last shaft (there are a total of 5 shafts) and go down to
   the fourth corridor leading back (count the top corridor as number 1). You
   will find yourself in a dead end room. Climb up to the ceiling, get rid of
   the projectile launching node and drop down to claim the last goodie in the
   game. - [Soundview11]

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-[7. Characters]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

Along the adventure, you'll come across many enemies.  Most of them are just
local thugs who can easily be defeated by just two to three punches.  However,
bosses require a little more strategy, which will be covered here.  The minor
enemies' information and the allies is directly from the book.

===============================================================================
                                    Allies
===============================================================================

Name: Peter Parker [Spider Man]
Information: Peter Parker became Spider-Man by accident-he was bitten by a
 radioactive spider during a science demonstration!  He gained superhuman
 strength (he can lift over 10 tons), super-agility, the ability to stick to
 walls, the amazing, danger-detecting "Spider-Sense" ...and the realization
 that with great power comes responsibility.  Ever since, Spider-Man has used
 his powers to bring hundreds of criminals, from the most common car thieves
 to sinister super-villains, to justice.

 Peter Parker works most of the time for the Daily Bugle as a freelance
 photographer.  The newspaper's editor, J. Jonah Jameson, has spent a great
 deal of time trying to portray Spider-Man as a public menace.  In spite of
 this, his job gives him a good source of income and information when trouble
 arises.


 Spider-Man uses his Web-Shooters, which are twin devices worn on his wrists
 that can shoot thin strands of a special "web fluid" at high pressure.  This
 fluid, on contact with air, forms an extremely tough, flexible fiber with
 extraordinary adhesive properties.  The web fluid's adhesive quality
 diminishes rapidly with exposure to air.

Name: May Parker [Aunt May]
Information: May Parker (Peter's aunt), along with her husband Ben (now
 deceased), raised Peter after he was orphaned at an early age.  She has been
 like a mother to Peter all his life.  But oddly enough, she is unaware of her
 nephew's secret identity.

Name: Mary Jane
Information: Peter Parker is married to the beautiful Mary Jane Watson, who is
 known for her work as both a supermodel and an actress.  Through the years,
 she has learned to deal with the difficulties of being married to a super
 hero.

Name: Dr. Curtis Connors [The Lizard]
Information: Dr. Curtis Connors is one of Spider-Man's closest friends, and
 also one of his deadliest enemies.

 While working on a treatment to re-grow the arm he had lost in the war, Dr.
 Connors injected himself with a serum derived from the glands of a reptile.
 His missing limb did grow back, but the serum mutated him into the fearsome,
 man-sized, human-hating Lizard.  With the aid of Spider Man, Dr. Connors was
 able to change back to human form.  These days, Dr. Connors tries to live a
 normal life with his family, but knows that if he undergoes an intense amount
 of stress, or his body is exposed to a chemical reaction, he could transform
 once more into the deadly Lizard.

===============================================================================
                                   Enemies
===============================================================================

 -=[Thugs]=-

Thug Name: Led
Weapon: Pipe
Information: This born and raised thug seems harmless enough from a distance.
 His brutal and lightning fast speed with a steel pipe shows otherwise.

Thug Name: Bull
Weapon: Charge
Information: Nobody knows where this army fatigue powerhouse came from, or
 where he is going.  There is only one sure thing to know when facing Bull;
 beware his charge.

Thug Name: Starky
Weapon: Knives
Information: Deadly with the knife, Starky practices his aim on crimefighters,
 so he can one day ascend the ranks of the mob like his older brother.

Thug Name: Ash
Weapon: Molotov Cocktails
Information: Ash's name comes from his reputation.  With his Molotov Cocktails,
 this street thug is known to leave very little left of his enemies.

Thug Name: Chain
Weapon: Chain
Information: You won't see much of Chain during your crusade.  When you do, it
 will be too late.  Basically, he pops out of window in the buildings and
 surprises you.

Thug Name: Chi
Weapon: Feet
Information: Fast reflexes and agility, Chi is a dangerous foe who  never
 passes up a chance to test his martial arts skills.  Your best bet is to
 immobilize him, then punch him into submission.

Thug Name: Attack Dog
Weapon: Jaws
Information: Now this isn't a thug, and it wasn't covered in the manual, but I
 decided to include him anyways.  It's a dog, that lunges at you when you're
 close enough sort of like Chi.  Actually, I think it is Chi except it's a dog
 because they had to have some sort of clone of him during your way to the
 Hobgoblin in the docks.

Thug Name: Mutants
Weapon: Themselves
Information: The Mutants described here are only found in the last area: Dr.
 Oct's lab.  They are quite strong and are faster than the regular thugs.
 However, like the Secret Agents you encountered at the Docks, the different
 variety of mutants will have the same attacks as the regular thugs.  So,
 basically, it's like the thugs have different skins.

 -=[Bosses]=-

Boss 1: Venom - [Fight One]

Your first battle with Venom will be pretty easy, since it is the first battle.
There's no real strategy to defeat him, just make sure that you don't engage
him in direct combat too often.  More likely than not, he'll end up the winner,
and you'll have to restart the battle.  So, the key is to use your webbing.
Stand at the very edge of the screen, so that when he jumps, he lands just
right in front of you.  Next, he'll battle with himself as his symbiote suit
will kind of fall off.  This is the perfect time to strike.  You can just give
him two quick punches, and he'll slam into the background wall, or you can
immobilize him first.  Either way, once you do that, run toward the opposite
side and repeat.  Depending on your defense and attack power, the number of
hits will vary.

Boss 2: The Lizard

The Lizard is a pushover, so don't get all worried.  He has two attacks, which
is to charge you and tail whip you and to send gators to attack you.  The
battle starts with The Lizard coming toward you.  Quickly immobilize him and
give him a 1-2 punch.  Back off and he'll retreat, otherwise, he'll tail whip
you which is hard to avoid.  If you immobilized him early enough though, he'll
keep on coming toward you which gives you another perfect opportunity to attack
him again.  When he does finally retreat up to the wall, he'll have gators
attack you from a pipe.  They rush you at knee height, so you'll have to bend
down to web them.  A few kicks and they'll disappear.  You could also use your
new Web Shield now, as it deflects the attacks, but it's not recommended.  Just
repeat the process and as before, how long the battle takes depends on your
attack power and defense.  The higher the level you are, the faster the battle
will go and lead you to victory, unless you have a terrible defense and he
kills you in a few swipes.

Boss 3: Venom - [Fight Two]

Venom still isn't at full strength, but he does offer more resistance and will
kill you pretty quickly if you're not light on your feet.  As before, he'll
jump right in front of you which gives you time to attack him.  However, this
tactic isn't recommended anymore because he recovers quickly and gives you a
nice beating.  Ouch.  The main key thing that decides this battle is the Impact
Webbing.  Without this baby, you're bound to lose, unless you're really skilled
or something.  Check the Powerups to find where it is.  As the battle starts,
you'll end up probably on the right side and he'll end up on the middle.  He'll
jump toward  you and probably inflict damage.  Run to left as fast as possible
and he should jump after you.  Hopefully, he missed though, and he'll land
somewhere next to you, but on the same level.  Now's your chance.  Fire Impact
Webbing repeatedly and don't give up.  He'll be immobilized which means he
can't attack you and you'll also inflict damage on him.  The trick is to keep
on firing, which is hard because you tend to slip up at times.  If you don't,
he'll break free and cause you some serious hurt.  The higher the level you
are, the more damage the webbing does.  Try and build up your levels too, as
you need to be at least Level 4 to defeat the Hobgoblin.

Boss 4: Hobgoblin

Suggested that you be at least Level 4 or up because the Hobgoblin's attacks
cause you a lot of damage.  More than you can inflict.  The Hobgoblin has two
attacks.  The first is flying slightly above head level and dropping two
pumpkin bombs.  These are easy to avoid by staying on one side of the arena.
You should attack right before he drops a bomb with a drop kick or right after
or when you'll land, you'll land in the bomb's blast.  Now, he'll fly off the
screen, and your spider sense's will tingle.  He'll either fly up in the air,
at slightly above head height, or at knee height.  You can shoot him with
webbing at this time, to inflict damage and stopping him from killing you.  You
can also put up your Web Shield to stop damage.  This battle has no main
strategy, except to be more powerful than him.  If you're at a lower level, the
chances are is that you'll take more damage while attacking him than inflicting
damage on him.  This is  a no-no.  The higher the level is, the more resistant
you'll succumb.  Just keep on drop kicking him and eventually, you'll end up
the winner.

Boss 5: Venom - [Final Battle]

Finally, Venom is at full strength, and a lot more powerful.  Just 4-5 hits
will from him will down you.  The key to this battle, as before, is your Impact
Webbing.  Since the "arena" is on top of the Daily Bugle, you're limited to
space.  When he jumps, try and capture him with webbing.  If not, he'll
continue to slap you silly.  Once you capture him with webbing, continually
fire a steady stream and don't let up or you'll regret it.  He goes down pretty
quick if you're at a high enough level.

Boss 6: Dr. Octopus

You only have one main strategy here, which is to pummel him with your Impact
Webbing.  His main attacks are to walk on his bionic legs, shoot his legs up
onto the ceiling where you are, and to dig them underground which attack from
under you.  Fire your webbing at him, and after a hit, he should raise his
"legs" to defend himself.  Just keep on firing at him, and if you're too slow,
he will attack.  If you're fast enough, he should go down and leave you without
a single scratch.

Boss 7: Carnage

This battle with Carnage should be easy, but requires more fancy finger work,
that is, to keep on firing your impact webbing.  Carnage can shoot parts of his
body at you, which can just injure you or wrap around you and leave you to his
mercy.  He also does physical attacks.  There is a secret to this battle
though.  As soon as it begins, climb up onto the wall on your left, and sort of
hang from the ceiling at the left corner.  Experiment a little so that you're
near the corner, but far enough so that when Carnage shoots his body, you're
in-between where they fly.  When he jumps right under you, start releasing
Impact Webbing onto him.  If you let up, he may just hit you with a projectile.
If done correctly, you can win the battle unscathed.

Final Boss: Dr. Carnage

That's probably not his official name, but Carnage merges with Dr. Octopus, so
I just combined their names together.  This battle is almost exactly the same
as Dr. Octopus.  Actually, it is.  Hanging from the ceiling won't work because
he'll fire his tentacles up there.  The first thing he does, is to shoot barbs
at you.  Bring up your web shield or jump over them.  He then charges you.  You
can either jump over him, or turn around so that your back is to him and just
let him hurt you.  The advantage of this is that you're prepared when he drops
down.  As soon as he lands, fire a continuous stream of Impact Webbing at him.
Just like Dr. Octopus, he'll raise his "legs" to defend himself, and if you're
too slow, he'll turn around and rush you again.  He might also dig his
tentacles underground and they'll burst up from under you.  Just like all the
other boss battles, your level, defense, and attack power will play a major
part on how the battle ends.

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=[8. Codes & Secrets]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

18TR9 - Takes you to fight against Dr. Octopus with all powerups and full
 health and defense items.  Basically, you're as prepared as you can be.

B1RDY - Turns all enemies into birds.  Very annoying as they are hard to kill.

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-[9. Legal Information]=-=-=-=-=-=-=-=-=-=-=-=-=-=-
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

This document is copyright 2003 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 anyways.
As always, the most recent version of this guide will be at GameFAQs.

=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=
-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=[10. Thanks]-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-
=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=-=

- To GameFAQs for hosting this FAQ.

- For Nintendo and the GBC.

- To all the readers who make this better.

- To the Spider-Man instruction manual.

- To Soundview11 for the last Health Meter Up.

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

                       Copyright 2002 - 2003 Legomondo