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  #"                                             "#


The Ultimate Spider-Man 2:  Enter Electro FAQ/Walkthrough For Sony 
Playstation/PSOne
Last Version (really!  I swear!)

By:  SMiller (pac4051 at hotmail dot com)

This FAQ is copyright 2001 by Scott Miller and is protected under all 
international copyright laws.  You have my permission to reproduce this 
FAQ without written consent as long as the following conditions are 
observed:

1:  All content, including this copyright notice, and notice of 
authorship, remains intact.

2:  This FAQ may NOT be used for ANY commercial purposes whatsoever.  
This includes, but is not limited to the following:

--posting it with web banners
--selling it, giving it away as a free bonus, or reprinting it in a 
commercial FOR-PROFIT publication, on any storage medium now known or 
later to be invented (for example:  Magazines, pay web sites, floppy 
disk, CD- or DVD-ROMs, etc.) 

Users are permitted to make copies and distribute them freely, provided 
that NO PROFIT is involved (for example, printing it or photocopying it 
for a friend) and the content remains intact.  Users are NOT permitted 
to copy this work and post it, with or without alterations, as their 
own work.  Those who do this will be considered pirates and appropriate 
action will be taken.

To put it bluntly:  Don't steal it and don't sell it.  S'alright?  
S'alright.

MARVEL, SPIDER-MAN, and ELECTRO:  TM and copyright 2001 Marvel 
Characters, Inc.  Activision is a registered trademark of Activision, 
Inc., and its associates.  All related characters and trademarks are 
the property of their respective owners and are not used with 
permission.

ASCII logo created by Beno Jange.

The following websites currently host this FAQ with my permission:

www.gamefaqs.com
www.cheatcc.com
www.psxcodez.com

+---------------------------------------------------------------------+
Version History:

0.1--10/31/01:  Beat game for the first time, begin making notes.
0.4--11/10/01:  1st draft walkthrough complete to "Spidey In The 
Machine."
0.5--11/11/01:  1st draft walkthrough complete.
0.6--11/20/01:  Final draft walkthrough begun.
0.8--11/21/01:  Final draft complete to "Spidey In The Machine" (that 
sounds familiar!)
0.9--11/23/01:  Final draft complete to "Spidey Vs. Lizard"
1.0--11/24/01:  Final draft complete.  Release version.
2.0--11/24/01:  Fixed typos, added borders, added character & movie 
lists
2.1--11/25/01:  Fixed a few more minor typos and mistakes
2.2--11/27/01:  Fixed mistakes in "Rooftops By Night," "Smoke Screen" 
and "Spidey Vs. Lizard;" added differences between difficulty modes (I 
thought I'd done it already--d'oh!) and borders between sections 5 and 
6 and 6 and 7
Final--12/03/01:  Fixed the last few mistakes; added notes on where to 
find FAQ.  Unless some major new information comes up, this will be the 
last update
Last--12/10/01:  D'oh!  Spoke too soon; two last inconsistencies to 
fix.  Also added an "unlock everything" method to clear up some of the 
questions I've been asked and finally eliminated the rest of the typos.  
This FAQ will no longer be updated
Last--12/17/01:  Technically not really an update, so it's okay--added 
the cool ASCII logo sent to me by Beno Jange (thanks again!)

+---------------------------------------------------------------------+
Table O' Contents:

1:  Comments
2:  How To Play
3:  Training levels
4:  Walkthrough:
  A:  Enter The Web-head
  B:  Burglary Interrupted
  C:  Rooftops By Night
  D:  Warehouse 66
  E:  Spidey Vs. Shocker
  F:  Smoke Screen
  G:  Hangar 18
  H:  Wind Tunnel (ver. 1 title:  Crash Flight)
  I:  To Catch A Thief
  J:  In Darkest Night
  K:  Heart Of Darkness
  L:  Catch That Train
  M:  Gangland
  N:  Spidey Vs. Hammerhead
  O:  Spidey In The Machine
  P:  Mission:  Spidey
  Q:  The Corkscrew (ver. 1 title:  Downward Spiral)
  R:  Spidey Vs. Lizard
  S:  The Gauntlet  (ver. 1 title:  Aces High)
  T:  Spidey Vs. Sandman Again
  U:  Konichi-wa, Spider-san
  V:  Rock Of Ages
  W:  Spidey Vs. Electro
  X:  The Best Laid Plans (ver. 1 title:  Top Of The World)
5:  Extras:
  A:  Special:
    a) Cheat codes
    b) Costumes
    c) Level Select
  B:  Gallery:
    a) Bugle Headlines
    b) Comic Collection
    c) Character viewer
    d) Movies and storyboards
    e) Parker's Portfolio
6:  Bugs and Gaffes
7:  Acknowledgements

+---------------------------------------------------------------------+
1:  Comments

Welcome to the Ultimate Spider-Man 2 blah blah blah.  This is (for all 
intents and purposes) a handholding walkthrough, detailing one 
particular path through the game.  If you are looking for a general 
FAQ, try Romy N. Junio's FAQ; it's a decent FAQ and should answer any 
general questions.  And no, I did NOT use his FAQ while writing mine--
this walkthrough was written "on the fly" while I played the game over 
two very, very long and uncomfortable nights, which left me putting my 
writing hand in an ice pack and with thirty-odd pages of illegible 
notes in a spiral-bound notebook.  (I wish I could afford a laptop.)

This FAQ is almost entirely based on my own gameplay experience, with 
the important exceptions of 9 comics I could not find, for which I am 
indebted to Lapin Kulta's reliable Comic Book Guide FAQ, and the method 
for getting the Insulated Suit, for which I am indebted to whitespy 
12's post on the matter (from the GameFAQs message board).  The other 
important exception is the list of cheat codes; the codes come straight 
from Gamewinners.com (this list was compiled and copyrighted by Al 
Amaloo).  Everything else is based entirely on my own work--I've spent 
nearly a month tracking down, testing, and verifying everything in that 
hastily scribbled first draft.

This is a closed FAQ; no suggestions will be taken.  If you're having 
trouble with something, before you e-mail me, check Section 5 if you 
don't know how to unlock something, or check the appropriate level in 
the Walkthrough if you're stuck.  I just don't have the time to spend 
two or three hours answering questions anymore, and I apologize if that 
causes any problems.

A Cautionary Tale (for aspiring FAQ writers):  Check EVERYTHING 
carefully.  In this update, you will notice that I have modified the 
method for getting the Prodigy costume.  Why?  Because I was wrong.  I 
thought that you needed to defeat 100 thugs in Attack Challenge to earn 
it, because that was my experience the first time I did it, and eds and 
others I spoke to, ignoring the figure of 75, seconded this that others 
had found (and which was posted at several cheat sites).  (Others have 
even been posting this figure on message boards, so I know I wasn't the 
only one who had come up with this; it seems a whole bunch of people 
all independently arrived at this figure at roughly the same time.)

Well, I was sicker than a dog this past weekend, with absolutely 
nothing better to do, so I started a new game and went after the 
Prodigy costume, and, on a whim, figuring it wouldn't come to anything, 
tested the 75 figure--which worked.  D'oh!  So much for saving some 
time.

So I say, test EVERYTHING carefully, even the things that you've gotten 
to work--there may be another way to do it.

+---------------------------------------------------------------------+
2:  How To Play; Or, Haven't You Read The Stupid Manual Yet?

Welcome to the section that appeals to renters, pirates, and those with 
infant siblings that just can't stay away from that yummy glossy paper, 
the "How To Play" section.  (I remember when I used to rent a lot of 
games from Blockbuster several years ago--the only instructions you got 
tended to be on the back of the case, and, if a booklet was included, 
it was probably missing pages.  Usually someone had already stolen it, 
or thrown it away.)  This is where I explain what all the buttons 'n' 
things on your nice old controller do.  Are you ready?  No?  Too bad.

Basic Controls (given for default setting):

Analog mode switch (analog or Dual Shock controllers only)--turn analog 
sticks on/off

Select--Toggles Stealth mode on/off (when power is available)

Start--starts game, pauses game, causes morons to need a FAQ entry to 
explain its functions

D-pad--moves Spider-Man, selects menu options, makes a nice pattern on 
the left side of your controller

Left analog stick (L3--analog or Dual Shock controllers only)--same as 
above

Right analog stick (R3--analog or Dual Shock controllers only)--gives 
opportunity to give right thumb stretching exercises in order to avoid 
Carpal Tunnel Syndrome

Triangle /\--trap webbing

Square []--punch; press three times for a combo

Circle ()--kick; press three times for a combo

X--jump; in Kid Mode, press twice to web swing

L1--activate target reticle; to move the reticle, use the D-pad or L3 
stick while holding L1; tap quickly to reorient camera

L2--special targeting; targets objects on the fly during gameplay

R1--Zip-line

R2--web-swinging (Easy, Normal, and Hard game modes; Normal Training, 
Challenge, and Instant Action modes)

I am not going to give the game's other settings; open the options menu 
and look for yourself, and choose the control style that feels most 
comfortable to you.

Spidey's Special Moves:

This is where the superhero stuff comes in.  Spidey has a variety of 
useful moves, some of them brand new.  Master these in the Training 
modes and you'll be ready to whomp Electro's sorry butt all over the 
streets of New York.

Homing Punch (official name:  "Jumping Punch")--press X, then [] when 
near an enemy to home in on them and give them a powerful headache; can 
be followed with a combo

Homing Kick (official name:  "Jumping Kick")--press X to jump, then () 
to home in on a nearby enemy

Grab--press [] + /\ or [] + () to grab an enemy

Grab and punch--while grabbing an enemy, press [] repeatedly

Grab and kick--while grabbing an enemy, press ()

Web gloves (new official name:  "Web Spikes")--left + /\; lasts for two 
full combos

Web Shield (new official name:  "Web Dome")--right + /\; to break it 
early, press X, [], or (); protects Spidey from harm for a limited time

Impact Web--up + /\; can also be done while jumping (very useful) or 
while web-swinging (but not in Kid Mode)

Web Yank--down, down-left, or down-right + /\ to yank in various 
directions; works on objects as well as people

Web Throw (official name:  Overhead Web Yank)--[], then /\; of all web-
yanks, the most fun to watch, and sometimes the most useful

Breaking a web-swing--press X to break a web-swing (/\ in Kid Mode)

Trap webbing--press and hold /\ to immobilize and defeat an enemy with 
trap webbing; doesn't work on bosses

Zip-line--press R1 to shoot web and zip from wall-to-wall or to the 
ceiling

Spidey's Power Ups:

All power-up symbols are spider-shaped and are differentiated by their 
colors (um, yeah, something like that).  They are:

Health--white with a red cross; gives varying amounts of health

Web cartridges--a darkish blue; each one gives Spidey 1 cartridge, to a 
maximum of ten (exception:  The "power" Only Have 2 Web Cartridges, 
found with the Quick Change Spidey, Peter Parker, and Amazing Bag Man 
costumes--self-explanatory, I think); if Spidey is carrying 10 
cartridges but has used some fluid, it will recharge his webbing to 
full

Spidey-Armor--golden; found only in a couple of levels, this adds 
another bar of health; the armor disappears when this bar runs out--
will NOT recharge Spider-Man's main health bar

Freon webbing--light blue, with a whitish center; found only in Hangar 
18 and Heart Of Darkness (so far as I remember), this allows you to 
freeze your enemies via trap webbing

Taser webbing--light green; found in most of the later levels of the 
game, this allows you to more easily destroy the various Drone enemies 
and the Animatronic Samurai

Serum--purple; found only in Spidey Vs. Lizard, and used to defeat the 
Lizard; each cartridge give you three shots

Comic--okay, it's not a power-up, but when you see a rotating 
polybagged copy of Amazing Fantasy 15, that means there's a comic to 
grab

Options:

Here you can change control configurations, adjust the music and SFX 
volume, or center the screen (if necessary).

Differences between difficulty modes:  Apart from the differences noted 
below in the walkthrough, here are the general differences between each 
mode:

Kid Mode:  Spidey takes very little damage and uses very little web 
fluid--so little that it often isn't apparent how much he has used.  
Enemies (including bosses) take more damage.  Web-swinging is 
accomplished by pushing X while jumping.  You start with 9 web 
cartridges.

Easy:  Spidey takes some damage, but not much.  Web-fluid use is more 
noticeable, but still isn't much of a drain.  Enemies (including 
bosses) take more damage from Spidey.  You start with 9 web cartridges.

Normal:  Normal damage and web-fluid drain (duh).  You start with 7 web 
cartridges.

Hard:  Spidey takes more damage (twice as much as he takes on Easy) and 
the enemies (especially bosses) take less damage.  Web-fluid use seems 
to be about twice that of Normal.  You start with only 2 web 
cartridges, so make them count.

There!  Now that you can do "whatever a spider can," it's time to put 
this knowledge to work.

+---------------------------------------------------------------------+
3:  Training Levels

Welcome to the Danger Room (and the developer's plug for another 
Activision game, X-Men:  Mutant Academy 2, a sequel that is actually 
better than the original).  There are seven Training levels for Spidey 
to clear, each focusing on one of his particular skills, and I 
recommend that newbies and those with rusty Spidey-skills give them a 
quick run-through before you begin the game proper.  If you're trying 
to earn everything honestly, you don't have much of a choice, either--
you can't earn the Prodigy costume if you don't clear all of the 
Training levels.

You have a choice between Kid Mode and Normal.  Kid Mode is great for 
newbies and young kids; Normal is great for those who want to get right 
into the normal game.  Playing through the Kid Mode versions will only 
unlock Kid Mode Training levels and Challenge Sessions; playing through 
on Normal will unlock both the Kid Mode and Normal Training and 
Challenge Sessions.

Listen to Professor X; he gives you your instructions for most of the 
areas (this is occasionally taken over, or added to, by Rogue).

Web Swinging:  This is straightforward enough.  You have to cross the 
green spots and turn them blue; touching red will result in failure.  
The first half of the level should be easy to get through; on the 
second half, you have two large red fields to cross.  You don't have to 
cancel your swings to make it all the way across these fields; jump, 
then swing at the apex of the jump.  As soon as the swing ends, tap R2 
again to initiate a new swing, and repeat when that swing ends.  Three 
of these will do for the first field, and four or five (depending on 
the length and timing of your swings) for the second.
Kid Mode:  You only have to do the first (easy) half of the level.  
Challenge?  What challenge?  And note that you cannot skip the Full 
Motion Audio (FMA) scene by hitting X; you cannot skip any of the in-
game FMAs in Kid Mode (although you can still skip the FMV clips).
Challenge Session:  You are timed.

Web Yank:  The easiest of them all.  Do a normal web-yank, followed by 
a yank to the left and a yank to the right, then an overhead yank, and 
finally use any yank you like on the blue box (target it with L2 to 
make it go faster).
Kid Mode:  Same as Normal.
Challenge Session:  Again, you are timed.

L1 Targeting:  All you have to do is target the green areas to move up 
the level.  The only catch is that they must be on a different wall 
from your own; no longer can you use L1 Targeting to move up a single 
wall (why not?).
Kid Mode:  Pretty much the same.  There isn't as much difference as I 
had originally remembered there being.
Challenge Session:  You are timed.

L2 Targeting:  Now for some target practice.  Aim with L2 Targeting 
(press L2 repeatedly to move the target) and fire with impact webbing 
(up + /\).  If you take too long hitting the targets, or hit a red 
target, you fail.  Not too hard.
Kid Mode:  Same as normal.
Challenge Session:  You are scored based on how many green targets you 
can hit before the timer runs out or before you clear the course.  Red 
targets take away points.  Any extra time left after you complete the 
course will be added to your score.

Zip Line:  Okay, this is a little hard.  Actually, it sucks, to be 
blunt.  You have to stay on the green squares, period--no web-swinging, 
and no crawling around.  Release from the ceiling by pressing X, then 
use R1 to zip-line up to the next green square.  My method is to watch 
the screen carefully to see when Spidey's head is overlapped by the 
corner of the next green square, then immediately hitting R1 to return 
to the ceiling--it's not perfect, but it's very reliable.  There are 
three tiers to cross--each pretty much the same length.
Kid Mode:  This is just silly.  All of the challenge has been taken out 
of the level.  How?  Well, there's a big friendly green path for you to 
follow on the floor of each tier, meaning that you don't have to zip-
line at all to pass--you can just run through most of the level.
Challenge Session:  Back to being timed again.

Stealth:  In the first half, stick to the ceiling as much as possible, 
and use overhangs and nooks to your advantage, and only move when a 
thug's back is turned, or you'll get spotted.  You can get past the 
thug on the raised floor by carefully targeting the side of the raise, 
zipping to it, and crawling around it while hoping for good luck (if 
you're careful, you can also get through here on the ceiling).  When 
you must cross the large pit with the red floor and ceiling, use L1 
Targeting to find a safe spot on the other side and zip-line across 
when the thug turns his back on your destination.  After that, when the 
path splits, pick the path that the thug is not facing or running 
through.  The path then splits again, and this thug will always be 
facing you (in other words, he'll run around in the opposite direction 
from wherever the first thug was).  Get around him as carefully as 
possible as soon as he turns his back and book for the end of the 
level.
Kid Mode:  The thugs seem to be a little less observant, but otherwise 
this is the same.
Challenge Session:  Another timed level.

Attack:  Survive for two minutes against a regenerating supply of 
Henchmen with only one web-cartridge and no power-ups.  Stick to the 
homing kick and use the raised sections in the middle of the room to 
your advantage--your mobility is your friend.  Don't let yourself get 
surrounded out in the open--make them come to you.  Once you get used 
to that, this really isn't that hard.
Kid Mode:  Spidey takes so little damage, and uses so little webbing, 
that the real challenge would be to get KILLED within two minutes.  If 
you fail here, why are you playing this game?
Challenge Session:  Beat as many thugs as possible before dying.
COSTUME ALERT:  Beat at least 75 thugs in either Kid or Normal modes to 
unlock the Prodigy costume.  Note that the game will let you know with 
a message whenever you manage to unlock a costume; this is true in the 
regular game as well.  If you don't get a message, you didn't unlock 
the costume.  You don't have to complete the challenge; you can quit as 
soon as you've defeated enough thugs and the costume will still be 
unlocked.

Instant Action:  Travel around a huge virtual city testing your 
newfound skills against Henchmen.  There are power-ups available, but 
there doesn't seem to be any goal to reach; the thugs keep on 
regenerating.  It's over when you die, or when you get bored and quit, 
I guess.

+---------------------------------------------------------------------+
4:  Walkthrough

Some things to note before we begin:

1) When there's something extra to find or unlock in a level, like a 
costume, comic, or alternate Bugle Headline, it's announced in capital 
letters (like this:  COMIC ALERT).  Comic locations are given in the 
exact point where they would be found in the walkthrough, and are 
followed by a notation as to what difficulty level they appear on; the 
others will be given at the beginning or end of that level's 
walkthrough.  I haven't given all the headlines, the movies, 
characters, or Parker's Portfolio pictures, because these are 
automatically added to your Gallery as you play the game, without any 
effort on your behalf.  These are only noted in the Appendix.

2) Major differences between all the modes (Kid, the main game modes, 
and/or What If Mode) are usually noted at the end of each level 
walkthrough.

3) I've done my best to note changes between the original version of 
Spider-Man 2 (the pre-Sept. 11th version) and the version most widely 
available (the post-Sept. 11th version).  There may be some minor 
details missing, but the only major change in any of the levels is in 
the final level (the Twin Towers are now a pair of buildings joined by 
a bridge).  Everything else WILL work for you.  For the record, the 
version I used to write this FAQ is version 2.

4) The Bugle Headline titles in this FAQ are taken from the Gallery 
viewer, NOT the actual papers, where the wording usually differs from 
the Gallery title.  You may or may not find that the titles have 
changed from ver. 1 (I've heard all sorts of stories about this).  If 
so, don't worry; you WILL still be able to get the proper headlines by 
following directions.

5) Finally, the paths and methods given for completing each level are 
not necessarily the best way to go, and they definitely are not the 
only way to go.  They are MY way of doing things.  If you have a 
different method that works for you, great, do it your way, but do not 
send in your suggestions.  This is pretty much a closed FAQ.

A) Enter The Web-head

This is an easy level that is basically designed to give your 
webslinging skills a quick in-game workout.  Basically, you swing 
across rooftops, beat up thugs, and have your intelligence insulted by 
the Beast (whose voice is just inappropriate; it's better in the Mutant 
Academy games); his hints are activated by the blue question marks (and 
you can skip these hint scenes by pressing X in all modes but Kid 
Mode).  The only enemies you'll face are wimpy, stupid Henchmen.

Follow the Spidey-Compass while crossing the first couple of rooftops 
(keep an eye out for 4 Freedoms Plaza; it'll be on your left).  After 
you've swung across several buildings, there'll be a crane on your 
right; swing to it and climb up.  There's a building under 
construction, to the right; swing to that.

COMIC ALERT (Easy difficulty):  Climb to the top of this building and 
look around.  Swing to the nearby crane--the one hoisting the girder--
and climb up to the cab (it's fun being able to defy gravity, eh 
kids?).  Comic number 22, Spectacular Spider-Man #197, will be sitting 
right in the middle of the roof.

Now, from the unfinished building (and disregarding the above unless 
you're on Easy mode), swing to the nearby rooftop with the crates.  If 
you can't make this swing, consider getting up onto the suspended 
girder, then trying to swing to this rooftop.

COMIC ALERT (all difficulties):  Web yank the three crates sitting 
together on the left to get comic number 3, Ultimate Spider-Man #1 
(white cover).  Easy as pie!

All righty then.  From here, you can swing back to the crane holding 
the girder, then to the next building; or, you can head to the nearby 
white building, then swing to that next building, whatever your 
pleasure is (and when you get there, check out the Vicarious Visions 
billboard for a cutesy comment from Our Hero).  Beat up the Henchmen on 
the lower roof to make the final question mark appear; either let Beast 
insult you one final time (what's this "The guarding of the metropolis 
SEEMS to be in capable hands" stuff?  Geez, even established 
superheroes can't get no respect in this world) or just head right to 
the end of the level.  You can now either quit to the Training modes 
(which I recommend if you haven't done them already, if only to get the 
Prodigy costume) or continue onwards.

B) Burglary Interrupted

After the movie ends, you'll be dropped squarely into an ambush from 
two Henchmen.  Take them out quickly, and don't let them shoot too many 
times; definitely don't get so far away that they start throwing 
grenades.  Grenades can be avoided, but it's easier to keep them from 
being thrown in the first place.

Head left up the street; when you round the corner, you'll see 2 more 
goons standing by a parked car.  Beat them quickly and--wonderful.  
Seems they've been planting car bombs for fun.  Use a little trap 
webbing to seal up the side window on each side of the car and the fire 
will be extinguished.  Maybe "barbarian insurance" would be a good 
thing to have in New York.

Head into the nearby alleyway (it's just ahead of you, on the right 
side of the street) and head through to a T-intersection; go left.  
You'll emerge into a courtyard, and, of course, another ambush.  Don't 
these guys have anything better to do?  Take out the four thugs as fast 
as you can, and grab the power-ups if you need them.

COMIC ALERT (Kid Mode):  Once the Henchmen have gone to that great 
gangbang in the sky, look for a trashcan sitting kitty-corner to the 
brick apartment house across from the office building.  Pick it up to 
discover comic number 18, Web Of Spider-Man #100 (the origin of the 
Spidey-Armor; it wasn't a very good issue, that's for sure).

Weirdness note:  If you climb up onto the rooftops surrounding the 
courtyard, you can find a basketball.  Drop or throw it down into the 
courtyard, and Spidey can play some hoops, if you can get him to 
actually aim the ball at the basket when you pick it up.  We got next!

Orient yourself so that the basket is directly behind you.  Head north; 
you should see a railing in the distance.  Beyond it is the river (the 
East River?)--it's not a good idea to try to cross the railing, because 
if he can, he will probably drown.

Turn right and head for the trendy coffee shop, which, surprise 
surprise, explodes.  Take out the last two henchmen, then use L2 
Targeting to target the cap on the nearby hydrant; web-yank it off to 
put out the fire (more weirdness:  If Spidey is standing in the 
hydrant's path, the force of the water will shove him all the way 
across the street).

Now head left towards the building you saw in the FMA.

COMIC ALERT (Normal):  Climb up the building to the left of that last 
building.  Comic number 4, Amazing Spider-Man Vol. 2 #13, will be 
sitting right out in the open.

C) Rooftops By Night

WHAT IF MODE:  Something's finally changed in the game!  What could it 
be?  Why, it's a giant floating banana.  (Eh?)  If you can make the 
tricky jump onto the banana, it will carry you to the second half of 
the level with the machine guns.

Swing across to the rooftop with the Hired Goon and the machine gun, 
and take them both out.  Now swing north (this level is pretty much a 
straight shot) to the suspension bridge (anyone wanna buy the Brooklyn 
Bridge for a hunnerd-fifty big ones?) and cross it, either by swinging 
or by running across the cables, which is harder and therefore a little 
more fun.  On Kid Mode and Easy, you'll find a checkpoint here on the 
other side.

Swing across the next group of buildings (being mindful of more Hired 
Goons) until Spidey decides to take out the machine guns.  On the main 
difficulties, your Spidey-Compass will temporarily disappear now; on 
Kid Mode, it remains, and you only have to take out the first two 
machine guns.

Machine gun #1:  Swing to the old-fashioned apartment house on the 
right.

Machine gun #2:  From there, swing to the building just ahead (the one 
with the water tower and fire escapes).

Machine gun #3:  Now, look to your left.  It should be right in front 
of you, across a small gap.

Make sure to grab some health if Spidey takes too many bullets, 
especially on Hard where he's a bit less resilient.

COMIC ALERT (Hard):  Once you've taken out all the machine guns in this 
area, return to the nearest end of the suspension bridge to find comic 
number 9, Amazing Spider-Man Vol. 2, #29.

Now, follow your Spidey-Compass forward to the warehouse.  (It's the 
long, low building with the curved roof, in case you got confused for 
some reason.)

D) Warehouse 66

COMIC ALERT (Easy):  Right when you start the level, turn to your left 
and pick up the large metal barrel.  You'll find comic number 15, Peter 
Parker:  Spider-Man #85, was hiding underneath it.

There's no special trick to this level.  Take out all the Henchmen to 
win.  They're all over the floor and running around on top of the 
crates, so you've got a lot to keep you busy for a couple of minutes; 
still, this isn't that hard, even ON Hard, as long as you stay on your 
toes and grab the available health (mostly on top of the crates) when 
necessary.

WHAT IF MODE:  The crates are now gift-wrapped and the barrels have 
turned into giant cans of Spider-Man Web Soup.  Mmm, mmm good.

E) Spidey Vs. Shocker

COMIC ALERT (Hard):  In the flames just behind Shocker at the start of 
the fight, you'll find comic number 13, Amazing Spider-Man #46.  Be 
careful; the flames will hurt you, the Shocker will attack you 
constantly, and the comic is quite hard to see in the flames.  Get in, 
grab it, and jump out.

The Shocker has three attacks--he fires at you with his vibro-shock 
crap, gloats, and sends hard-to-avoid waves along the ground at you.  
Oh, yes, and did I mention that he gloats?  And let's not forget the 
fire racing towards the hazardous barrels--on Hard, it tends to move 
fairly quickly.  If those blow up, game over, man, game over.

There are two ways to beat him.  One is to use L2 Targeting to target 
one of the huge suspended crates lying around the warehouse and to pull 
them down (via web-yank) onto him when he's close to one and in the 
middle of gloating.  Even on Hard, two of these will nearly kill him 
(and, with an enhanced-strength Spider-suit, one can often take him out 
if it's a direct hit).

The other way, which you might have to master if you run out of crates 
or keep getting knocked down, is to pick up stray barrels and throw 
them at him.  This is much harder, because the camera stays focused on 
him and the barrels are usually behind you, but it works nearly as 
quickly.  Either way, he's not much of a boss once you master his 
timing.

BUGLE HEADLINE ALERT:  Unlock the "Warehouse Theft A Bust" headline by 
letting Shocker kill Spidey or by letting the fire reach the barrels.

F) Smoke Screen

Swing across the rooftops, ignoring the Mercenaries that happen to be 
hanging around, moving in a straight line until the FMA starts.  Once 
it ends, you'll have 2 minutes 29 seconds to find the keys to disarm 
the bomb.  Each of the four keys lengthens the time limit (by over a 
minute on Easy, perhaps 50 seconds on Normal, and by about 40 seconds 
on Hard).  When each key is inserted, you're done.  Run out of time, 
and you'll have to find them all over again.

On Easy and Normal (unless you're going for the costume--more on that 
in a minute), it's easiest to just look for at least two keys at a 
time, and sometimes three, then, once you've got them, you should take 
them back to the bomb and insert them to lengthen the time limit.  It's 
not that it's that hard to get them all at once; it's not, once you 
know where to look.  It's just easier to have a larger margin of error 
with which to work.  On Hard, you should try to get at least three, and 
preferably all four, in one go, because they add so little to the time 
limit--if for some reason you can't find more than one, you may not 
have enough time to find them and will end up restarting.  The timer 
speed stays the same, however, and it's fairly lenient, so you 
shouldn't freak out too much.

The key locations are semi-random, but they always fall within the same 
areas.  The directions given assume that the bomb is north, with south 
facing towards the Activision billboard.

The RED key is either on the rooftops to the east or south of the bomb, 
or in the street just north of the bomb, or in the alleyways to the 
immediate south of the bomb.

The BLUE key is either on one of the rooftops surrounding the 
Activision billboard (or on that rooftop itself), or in the courtyard 
south of that building; it can also (rarely) be found in the street 
just north of the Activision building (the one separating this area 
from the Red key area).

The YELLOW and GREEN keys are usually on the rooftops or alleys of the 
neighborhood south of the Blue key neighborhood, often very close to 
each other; occasionally one will be in the street separating the two 
neighborhoods, by the parked police car.  Most often they are in the 
rear of the neighborhood, at the very southern boundary of the level--
just where you started.

Do a circuit of these areas, from north to south, keeping your speed up 
by jumping or web swinging (travel is very fast on the rooftops, both 
going from and returning to the bomb).  Use the little red targeting 
triangles that appear when Spidey is endangered to locate the telltale 
groups of two or three Mercenaries that guard each key.  Keep an eye on 
the timer; if you're in the Blue key neighborhood, return to the bomb 
at 25 seconds (make sure to NOT climb any buildings on the way, which 
wastes a lot of time); if you're in the Yellow/Green neighborhood, 
return to the bomb when you get down to 40 seconds.

And what of Kid Mode?  Well, in Kid Mode, there's no timer at all, 
robbing the level of any challenge whatsoever.

WHAT IF MODE:  The newspapers lying on the ground have now become 
banana peels, and you can lead your enemies onto them, forcing them to 
fall down.  Whee (he said sarcastically).

COSTUME ALERT (Normal):  Get all four keys (in any order) all in one go 
and return to the bomb and insert them all in one go.  You must have 
had time left on the original timer for this to work; if you would not 
have had enough time to insert all four keys, say, but do because of 
the time extensions granted by each key, you will not earn the costume 
(just reload your game if this happens and try again).  If you succeed, 
you will earn the Negative Zone costume.

G) Hangar 18

Ah, this is much easier than Smoke Screen.  Your goal is to take out 
all six of the machine guns scattered around the level (one on each 
side of the level, two in the middle, and one on each side of the 
hangar).  The Mercenaries running around will do their level best to 
shoot you down; therefore, it's not a bad idea to take Spidey's advice 
and zip-line up to a lamppost (assuming you haven't been seen) and take 
out thugs and guns at a distance.  Keep in mind that the thugs can see 
you moving between posts, so be careful.  You can also find Freon 
webbing for the first time--it's located behind a storage bin to your 
right at the very beginning of the level, and there's another one on 
the other side of the area.  (Hey, Spidey, you do realize that freon is 
a chlorofluorocarbon, don't you?  Um, even if he doesn't realize how 
dangerous it is, the newer coolant is much cheaper--a must for a 
superhero on a budget.  I guess that, like me, Vicarious Visions 
couldn't remember what it was called!)  If you have Stealth or 
Invulnerability, just run around and take everything out, glorying in 
your power and cheapness and their stupidity.

COMIC ALERT (Kid Mode):  Once you've taken out the machine gun on the 
left side of the hangar, and before you've taken out all of the machine 
guns, go and pick up the crate in the corner in the rear on that side 
of the hangar to locate comic number 17, Peter Parker:  Spider-Man #92.  
(The machine gun thing isn't really a requirement; it's just to keep 
anyone from shooting at you.)

H) Wind Tunnel (ver. 1 title:  Crash Flight)

Okay, we're back to suckiness.  This may well be the hardest level in 
the game (its only competition being getting the Insulated Suit and 
fighting the final boss on Hard).  What do you have to do, you ask?  
Well.  You have to run through a huge airplane hangar, just ahead of a 
runaway airplane, taking out barrels and opening doors--and when you've 
finished with that fun bit of business, you have to stop the plane with 
your webbing.  Shouldn't these kinds of things be saved for Superman?

The plane can't take too many hits (six hits on Kid Mode or Easy, five 
on Normal, three on Hard), so your first objective is to take out as 
many obstacles as possible without being knocked down by the plane--if 
the plane hits you on Hard, you might as well restart.  What's the 
secret to this?  Jumping.  One of Spidey's new abilities allows him to 
use impact webbing while jumping, and unless you've got a defective 
controller, this is more reliable than standing and firing.  The impact 
webs will even take care of the switches.  All you need to do is to 
face the obstacle you're trying to take out while jumping (it doesn't 
have to be exact) and fire constantly.  Most of the webbing will fly 
off and hit nothing, but you will hit your targets.  Besides, there's 
plenty of webbing to go around.  Once you've gotten the plane to the 
fourth area, turn and face the plane and L2 Target the left engine when 
it gets close.  Use the trap webbing on it until the engine stops; the 
plane will begin to turn in a circle and come towards you.  Jump out of 
the way, target the right engine when possible, and stop that engine to 
finish the level.  Here's a threat breakdown for each area:

Area One--obviously, the three barrels right in front of the plane are 
the most immediate threat.  It's possible to take them all out, even on 
Hard, but you have to be quick.  If you can't get the barrel out in 
front, leave it and try to get all the other ones.

Area Two--Two barrels at the far end and the switch for the door.

Area Three--Land as soon as you get through the door and L2 Target the 
barrel hanging on a chain.  You can pull it off with a web yank.  If 
you miss, or the plane is close behind you, let it go and get the two 
barrels and switch at the far end.  The plane will survive the impact 
if you've done a good job thus far.

Area Four--Two barrels right at the beginning of the area.

COMIC ALERT (Normal):  Once you've gotten to the fourth area and have 
gotten rid of all the barrels, stop one of the engines on the plane and 
run all the way back to the first area.  Look for some netting covering 
a pile of crates--it should be on your left.  Run under the netting to 
find comic number 16, Peter Parker:  Spider-Man #90.  The plane may hit 
the wall if you didn't totally stop the engine or if the plane has 
pulled too much to one side; it's all right as long as you've gotten 
the comic.  However, the plane should be fine, and you should be able 
to return to Area Four to finish the job.

BUGLE HEADLINE ALERT:  Die, or let the plane be destroyed, to get 
"Spider-Man Apprehended."

KID MODE:  Guess what?  The plane moves more slowly than a lethargic 
sloth in sub arctic temperatures, there's no barrel hanging on a chain 
to worry about, and when the plane gets to Area Four, it stops on its 
own.  What, me worry?

WHAT IF MODE:  The barrels all change into giant light bulbs.  Really.  
And my question is, "Why?"

And a final note:  If you're the type of gamer who likes to challenge 
yourself, try this:  Get to the end of this level, on Hard, with both 
yourself and the plane completely undamaged, WITHOUT jumping or 
collecting web power-ups.  It _is_ possible; I've done it.

I) To Catch A Thief

Nothing like a good old-fashioned chase level to cool things down a bit 
and limber up the old shoulder muscles.  To be perfectly honest, it's 
almost impossible to lose the "race" with the Spider-Tracer's signal; 
even on Hard, you have to stand around for a couple of minutes for it 
to fade completely.  The only real threats are the Mercenaries, who are 
now armed with rocket launchers; needless to say, this makes for a very 
painful experience.  If you have the Stealth power, this level is 
obscenely simple; if not, be careful.

Swing on over to the building just ahead (the one with the skylights 
and them cute widdle Mercenaries) before they start firing rockets at 
you; take them both out quickly.

COMIC ALERT (All difficulties):  Swing to the next building straight 
ahead of you, but don't go to the roof.  Follow the narrow ledge around 
(mind the Mercenary) to the rear of the building, and you'll find comic 
number 21, Amazing Spider-Man #185.

From there, head back to the right, to the building under construction, 
and take out more Mercenaries.  When that's done, grab the Spidey-Armor 
and you're now set.  Follow the Spider-Compass across the cranes, a 
couple more rooftops, and another set of cranes, and you'll eventually 
come to a building much like the Empire State Building.  The building 
just ahead of it is the end of the level.

A Neat Trick With Stealth:  If you have the stealth ability, push 
Select during a FMA sequence; as soon as the sequence ends, the Stealth 
will automatically activate.  This trick works on any level.

J) In Darkest Night

COMIC ALERT (Easy):  Comic number 20, Spectacular Spider-Man #157, is 
sitting right out on the walkway to Area 2.  I suppose they had to just 
give us an easy one sometime.

Welcome to the train yards!  Spidey will spend the next couple of 
levels here trying to catch a train (if not a cold) with only the 
latest gun-toting generic thug, the Train Yard Guard, to keep him 
company.

This particular level is a real breather, since it's almost 
pathetically simple.  Make your way along the walkways to Area Four 
(passing many guards along the way) and, once there, jump or swing over 
to the right side of the level; there are a few more guards here, so do 
be wary.

Throw the large red switch and nothing will happen.  Why?  Because you 
have to solve another dumb puzzle, of course.  (Unless you're on Kid 
Mode; there, the level just ends when you throw the switch the first 
time.  Man, this mode gives you too MANY breaks.)

There are two switches activating circuit breakers in all four areas, 
either on the left or the right (it's always the side opposite to the 
walkways leading between areas)--the game will show them to you in the 
FMA that follows when you hit that red switch.  Hitting the right 
combination of switches will turn all four lights on the red switch 
green; if you hit that switch when the breakers are activated, the door 
will open and Spidey can leave.  Hitting these switches before you've 
tried the red switch will do nothing (thanks, guys), requiring you to 
do at least some backtracking to get out.

This is neither the only solution nor the best, but if you haven't 
already figured one out, it'll do:

Return to Area One and hit the switch on the left.  From there, go back 
to Area Three and hit both switches.  Now, return to the large red 
switch, flip it, and leave.

K) Heart Of Darkness

Spidey may wonder about medical and dental; I wonder if these thugs 
have vision.  Well, never mind.

Hop on one of the freight cars and jump or swing over the wall, then 
head right into the yard.  Head straight for the door in the far wall; 
this holds the power room, and somebody was considerate enough to post 
a big sign above it reading "Power Room."  We all appreciate your 
hospitality, friends.  Go inside and throw the switch (but don't throw 
it back, because it's over the size limit and may make somebody a nice 
brunch).

COMIC ALERT (Normal):  From here on, in each of the other two control 
rooms, you must hit each switch regardless of what it does.  Once 
you've done so, before leaving the level check the No. 3 area inside 
the roundhouse (behind a train) to find comic number 6, Peter Parker:  
Spider-Man Vol. 2, #22.  You cannot enter this area if you haven't 
thrown all seven switches.  Why?  I don't know; I didn't program this 
game.

If you've been playing on another difficulty or already have the comic, 
follow these instructions.  Head to the No. 1 door--grabbing the Freon 
webbing by the crane--and go into the now-open control room.  Take out 
the two thugs and hit the No. 2 door switch.

Once back outside, turn right and go around the corner of the building; 
the No. 2 door is the first one to your right.  Enter the roundhouse.  
Once the train has gone, head straight to No. 5, taking out the thugs 
if they impair your progress (smoke 'em, yaknowwhatImean?), and go 
straight to the final control room once outside.  It's in the middle of 
the area, at the far end of the raised platform (ignore the crane).

Take out two more goons, then hit your last switch, the No. 7 switch.  
Go back to the roundhouse and exit through the No. 7 door (it's the 
second one on your left).

L) Catch That Train

Is this another boss fight?  Not really, no.  You can beat up on the 
Sandman, certainly, but you won't get doodly for it.  Your real goal is 
to Catch That Train, as the level title oh-so-subtly hints.

You have to break through at least three (and more likely four) sand 
barriers to have a clear path to the train, while having Sandman chase 
you like a rabid pit bull on the trail of a postal worker.  Avoid his 
attacks; he can kill you in four hits on Hard.  He'll come after you by 
turning his hands into bludgeoning weapons, and when your Spidey-Sense 
goes off, it means he's about to land on your head--get out of the way 
(you'll have almost no time to do so on Hard).

There are two ways to get to the train:

Attack Sandman until his health is gone, which forces him to retreat 
and recharge.  While he's gone, pick up one of the forklifts, or the 
many barrels and crates lying around, and throw whatever you've picked 
up at the latest barrier.  Forklifts take them out in one shot on any 
difficulty; barrels will also do that on Kid Mode, but on other 
difficulties they take progressively less, down to about one-fourth of 
the barrier's energy.  Crates do the least amount of damage on all 
difficulties, and are suitable mostly for throwing at Sandy's big, ugly 
head; nevertheless, if you must use them on the barrier, they'll do the 
job.

If that seems too difficult, or consumes too much time, ignore Sandman 
entirely and just target the barrier.

Once you've gotten close enough to the train, either swing or jump onto 
it to end the level.  If the train gets to cross the bridge, however, 
you'll have to start all over again.  Finishing this level means you're 
now at the halfway point.  Woo-hoo!  Or something like that.

BUGLE HEADLINE ALERT:  Die or fail to catch the train for "Spider-Man 
Unmasked."

WHAT IF MODE:  The barrels are now all bananas, and the giant banana 
from Rooftops By Night is now the train's primary cargo.  Stop it, I'm 
laughin'.  Who's got the banana fetish, then?  And why couldn't they 
come up with something more imaginative?

M) Gangland

There were a lot of hostage rescue levels (three, anyway) in the first 
game (the only really fun parts of which involved crawling around on 
the ceiling, taking out goons before they even had a chance to see you, 
which dull ol' Solid Snake could never do, wall-crawling not being 
among his talents).  It was a bit tiring, of course, but rescuing 
hostages is one of those things a Spider-Man has to do every now and 
then.

Well, there's only one hostage level in Spider-Man 2, and this is it.  
It isn't too hard and doesn't take too long.  You also have a new enemy 
to look forward to:  the Gangsters, who are (drum roll please, maestro) 
gun-toting thugs.  Well, at least they carry machine guns and not 
rifles or handguns.

Take out the pair of gangsters, then look for a grate in the ceiling 
via L1 Targeting.  Once you've found it, use either impact webbing or a 
good web yank to destroy it and zip-line into the air duct.  Head down 
the easy path, then, when you see the elevator (after the scene ends) 
use L2 targeting to shore up the cable from a distance.  Once that's 
done, carefully jump over to the elevator car and hit the switch to 
free the first hostage.

COMIC ALERT (Hard):  After the hostage is free, return to the first 
room.  Comic number 27, Spectacular Spider-Man #220, will be hovering 
in the middle of the room, casually violating the laws of nature.  Hey!  
It's a video game, what are you gonna do?

Once on the elevator car, use L1 Targeting to find the opening on the 
left wall and swing up there.

Head down the hall, taking out three more Gangsters, then take out 
another one in the room beyond to free two of the hostages.

COMIC ALERT (All difficulties):  Once you've freed these hostages, pick 
up the photocopier to get comic number 7, Amazing Spider-Man #21.

Now go down the new hall and take out two more gangsters, then--fast as 
you can--get over to the bookcases and take out a third gangster before 
he shoots a hostage.  You can easily take out the first two from the 
ceiling, but you can't get to this one fast enough on the ceiling; if 
you are up there, drop down to take care of him (maybe knock him down 
with a homing attack first).  Impact webbing will also solve your 
problems nicely.

Go between the bookshelves and find another grate in the ceiling.  Take 
it out the same way you got rid of the first one and follow the new air 
duct.  Once on the next floor, take out yet another stupid gangster 
(they come in swarms, like locusts or wrongful-injury lawyers), then 
jump into the nearby cubicle and take out another gangster; this frees 
two more hostages.

Back out in the hallway, head past the other cubicles, meeting heavy 
gangster resistance along the way, until the area is clear.  Take out 
both wooden doors with impact webbing and go up to the hostages inside 
to free them (some of them won't move until they view the reassuring 
visage of our friendly neighborhood Spider-Man).  Once everyone is 
free, head towards the door at the end of the hall for your next boss 
encounter.

N) Spidey Vs. Hammerhead

Oh, boy.  Hammerhead.  Am I ever overjoyed to see him.  (Yeah, right.)  
Oh, well, at least he hasn't been done to death in video games before.  
Actually, he hasn't been done in a game at all before.  It's his chance 
to shine, baby!  (And probably his ONLY chance to shine, if you know 
what I mean.)  Although, we could have fought the Beetle instead, 
seeing as how he's in the game and all.

COMIC ALERT (Hard):  Go down the hall that Hammerhead came out of and 
hop onto the bar.  Pick up all three signs for comic number 19, Amazing 
Spider-Man #114.  This tends to get a little tricky because Hammerhead 
will follow and attack you, and if he's nearby, Spidey will punch 
instead of pick up signs.  Get Hammerhead to move away and immobilize 
him for a minute with trap webbing if need be.  This is one of the 
hardest comics to get in the entire game, so don't be too surprised if 
it takes more than one try.

Hammerhead is basically invincible as long as he has his machine gun.  
Oh, sure, he'll take some damage if you attack him, but it'll take 
forever to get rid of him this way.  You have to get the gun out of his 
hot little hands and let his eager little chin meet your big hard fists 
(to paraphrase Our Hero).  While you attempt to do this, he'll shoot at 
you, punch at you, and try to ram you with his head (a la Rhino or 
Juggernaut) if you get too far away.  (You can also try to lure him 
into ramming the wall, but this is not recommended.)

Use L2 Targeting to target his machine gun, then use a web yank and, as 
soon as the gun hits the floor, move out of the way so that he won't 
hit you when he charges (sometimes, however, he won't charge).  Once he 
starts to head for the gun, run over to him and tag him with your 
fists; note how easy it is to cripple him this way.  Lather, rinse, and 
repeat.  Once the fight is half over, he'll lead you out onto the 
observation deck (sometimes this will stun him)--hey, a boss fight at 
the Empire State Building.  That's kind of cool, isn't it?  Just 
thought of that.  Anyway, just keep on taking that gun away and he'll 
be floored in no time, especially on Kid Mode or Easy, where he doesn't 
just have a glass jaw but a glass BODY.  Wimp!  Wimp!  Not much of a 
boss; not much of a villain.  I wonder if he uses Turtle Wax on that 
head of his?

BUGLE HEADLINE ALERT:  Die here to unlock "Ball Ruined 1."

O) Spidey In The Machine

Now that the merriment has ceased, let us now worry about the new 
environment that we have found ourselves in.  There are some new non-
thug enemies to fight (finally!) and a bunch of puzzles to resolve 
(most of the rest of the levels are fairly puzzle-intensive--even a 
couple of the upcoming boss fights).  The Flying Drones won't be much 
of a worry unless a Scout Drone (the little teeny-tiny ones that flit 
around in one or two areas) calls for reinforcements.  Basically, all 
the Flying Drones do is fly around.  However, they will fire at you, so 
be careful.  The best strategy is to tag them with impact webbing.

Once the FMA ends, you'll be thrown right into your first puzzle.  A 
group of messed-up drones will fly into all three boilers (only one at 
a time, though), and it's your job to shut the boilers down.

Boiler #1 is right in front of you when you regain control of Spidey.  
Jump over it and turn around to find the switch.

Boiler #2 is to your left (while facing the switch on boiler 1).  Once 
you turn, the switch will be directly opposite you.  Easy.

To get to Boiler #3, turn right from your current standpoint and head 
for the front of the room (where the green tunnel is).  Keep the tunnel 
to your left and the switch will be to your right.

COMIC ALERT (Easy):  Once you've finished with all three boilers, climb 
the ramp and follow the catwalk to find comic number 10, Amazing 
Spider-Man Vol. 2, #30.

Head down the green hallway (check out the waterfall behind the 
grating, and the puddle underneath it), being wary of the drone, and 
take the left turn--why am I telling you this?  There's only one way to 
go!  Ahem.

Once the latest FMA is over, run all the way past the big generators to 
the far end and jump up onto the turbine platform (but not onto or into 
the turbine if you don't want Spidey to be folded, spindled, and 
mutilated).  Poke around the front end of the left generator to get the 
latest web power-up--Taser webbing!  A little bit of this in your trap 
webbing will floor those drones in no time flat, and it powers up your 
impact webbing nicely, too.

Hop down to the floor in front of you and go over and inspect the 
computer to solve another puzzle.  This one's simple--all you have to 
do is use the [], /\, and () buttons to stop their respective orbs in 
the green circle in the middle.  They don't have to be lined up in any 
special order, they just all have to be in that circle.

WHAT IF MODE:  The puzzle becomes a game of "Pong," here called "Paddle 
Battle."  Move the paddle back and forth with the analog stick or the 
left and right on the D-pad.  Score a point to solve the puzzle.  
(There's another bug in the game here--the opposing paddle will 
sometimes jitter and then stop dead.  Someone told me that this was due 
to a Gameshark code, which puzzled me, because I wasn't using a 
Gameshark when it happened--the game is already on the easy side 
without the aid of cheats.  It may have been because I was fooling 
around with the Stealth power.  Nevertheless, it's easily solved--pause 
the game and unpause it to restart the CPU paddle.)  Hey, at least it 
doesn't involve a banana.

Head up the ramp--now free of nasty lasers--and turn right to find the 
control room.  Hit both switches (one on each side of the room) to turn 
off those turbines.  Now you can get into the air ducts.  (More 
weirdness--you can move Spidey around during the FMAs that come up when 
you shut off the turbines.  Move him into the middle of the room and 
jump up and down.  It's Spider-Ant!)

Head back out into the turbine room and climb or zip-line into either 
of the duct openings--you'll have to jump onto the top of the turbine 
first if you don't zip-line first, but they're slippery and Spidey will 
fall off if you don't jump on top right off the bat.

Head to the grate at the far end of the duct and peek out--that room is 
where you're going next.  Zip-line up into the greenish shaft, get the 
health if you need it, and follow it to the next room.

Another security area--how novel!  Go left after Spidey stops stating 
the obvious and head into the corridor--which, of course, is guarded by 
an Ever-Popular Laser Grid.  Cute.  Zip-line to the ceiling and 
CAREFULLY crawl through the openings in the grid, being aware that 
those lasers just love to take massive chunks of your energy (well, on 
difficulties higher than Kid Mode).

Once in the new security room, take out both switches--one opens the 
door and one shuts down the laser grid, making your exit a breeze.  
Just take care of the two drones first.  You can now leave the level.

COMIC ALERT (Kid Mode):  Instead of leaving through the number 2 door, 
go back up into the ventilation shaft.  Return to the beginning of this 
shaft and comic number 25, Amazing Spider-Man Annual #21, will be 
sitting in front of the fan (next to the health, if you didn't pick it 
up earlier; if you did, the comic will be all on its lonesome.  Awww, 
poor thing).

P) Mission:  Spidey

COMIC ALERT (Hard):  As soon as the FMA ends, use L1 Targeting to look 
left to a little ledge.  Swing over to it, then turn around and face 
the walkway you were just standing on.  Carefully jump and web-swing 
back to the walkway, trying to land on its side.  Do NOT crawl on any 
of the surrounding walls; you will be electrocuted, and Spidey will 
probably plummet to his death.  If you succeed, crawl under to the 
bottom of the walkway and use L1 Targeting again to look for a small 
pinkish room below you in the central shaft.  Swing down to it to find 
comic number 8, Spider-Man #25.  Getting back up to the walkway is much 
easier than coming down was--stand at the edge of the little room, 
target the walkway, and swing on up.  I consider this to be the second-
hardest comic to get in the entire game, harder even than the comic in 
Spidey vs. Hammerhead.

For the rest of you, don't move when the FMA ends.  Instead, stand 
still and hit R1.  Spidey will zip-line up to a small ledge directly 
above the walkway.  Carefully crawl around to the top of this ledge and 
face the central shaft.  There should be a switch almost directly 
across from you; target it with L2 and use your trap webbing to hit it 
safely.  Once you've done that, carefully push up to move Spidey off 
the little platform.  Stop holding up as soon as he falls, or he'll 
fall to the wall and cling to it--and likely get zapped for his 
troubles.  (If he does hit the wall, use jump to quickly flip off 
safely.)

Okay!  Now that that fun task is over, we can enter the shaft and see 
what new pleasure awaits us.  There are now three more puzzles to be 
solved before you can move on to the next level.  Hit the switch just 
ahead and go down the ramp to Area #1.

Area 1--There are three Drone Generators in this room, which, needless 
to say, can make life hectic for Our Favorite Webhead.  Head over to 
the machinery on the left side wall and jump on top of it to get some 
Taser webbing, which is a great help, then concentrate on taking out 
the generator (don't be afraid to target the Drones, either, if they 
begin to swarm you).  Three hits will take out each generator.  I find 
that impact webbing works the best here.  Once you're done with them, 
hop over the conveyor belt and hit the switch.  Return to the central 
area and head right to Area 2.

Area 2--I hate this area.  There are four laser turrets located around 
a pillar in the center of the room.  You want to get onto the pillar's 
balcony, where you can find a switch that will allow you to reach the 
switch that turns off the barrier guarding the way to Area 3.  
Unfortunately, the pillar itself is guarded by a force field, and you 
have to take out the laser turrets to continue.

There are two ways to do this:  Listen to Spidey and let the turrets 
take each other out, or just run amok and do it yourself.  The only way 
I can get the turrets to hit each other is to run between a pair of 
them and then quickly zip-line to the ceiling (it's easier to do it by 
going either to the right or left than doing it between the pairs in 
front and back).  Usually, the lasers track me half the time, and I get 
hurt anyway, but it will take out the lasers--although sometimes you're 
still left with one to destroy.  Generally, although flashy, this 
method tends to be very bad for your health (fortunately, there's a 
lovely health power-up on the pillar's balcony).  The other method is 
no less damaging to you, but it gets them out of the way quicker (and, 
if you have Stealth, they can't even shoot at you).

Once they're gone, go up on the pillar, hit the switch, and then hit 
the other switch in the rear of the room.  Again, return to the center 
area and go right to get to area 3.  (There's also a Taser webbing 
refill out here, if you need it.)

Area 3--Did I think the last area was bad?  This one is even more 
annoying.  There are two puzzles to solve, plus the very nasty Rolling 
Drones, who can track by body heat (making the Stealth power much less 
useful) and who enjoy firing missiles at our hero.

Go to the console on the left and push the temperature to max with the 
/\ button, then shut off the shield in the middle of the room with ().  
Exit the computer's interface and attack the Rolling Drones.  If you 
have webbing to spare, you can throw lots of impact webs at them; the 
more efficient way is to put on web gloves, do two combos, put on a new 
set of gloves, and repeat until destroyed.  (For some reason, if you 
have Taser webbing, the two machines in the rear on each side can often 
be taken out with one impact web.)  Every time you take out a Rolling 
Drone, go back to the computer and push the temperature back up to max.  
Once all four of them are out of the way, you can worry about the 
switches.

You now have to time your web shots to the oscillation of the force 
field to hit all three switches.  Don't bother with targeting; it slows 
you down and the reticle will disappear when the force field comes 
back.  Just stay at the bottom of the ramp and hit the button as soon 
as the field disappears.  Be aware that the oscillation will speed up 
every time you hit a switch.  Once you've taken care of these switches, 
take care of the final barrier switch (in the rear of the room, as 
always, behind the pillar).  Leave Area 3 and go right.  The exit will 
be on the inside wall to your left.

COMIC ALERT (Normal):  After you've solved all the puzzles, head back 
to the entrance instead of leaving.  Comic number 26, Amazing Spider-
Man Annual #21 (alternate cover) will be sitting out on the very first 
walkway.

KID MODE:  There's no shield to worry about inside Area 3, and there 
are no Rolling Drones waiting for you.  (Strangely enough, they will 
still appear in the Character Viewer if you're on your first game.)

Q) The Corkscrew (ver. 1 title:  Downward Spiral)

Oh, boy, another long level involving a lot of switch-pushing.  Your 
goal is to climb through four areas to the exit at the top of the 
level, shutting off barriers along the way while dealing with a large 
number of traps.

Each of the areas in this level is (apart from minor differences in 
ledge placement) identical; therefore, the same method will work in 
each area.  Use L1 Targeting to look for a ledge with a flashing light 
on it just above each set of the opening-shutting metal doors and swing 
up to it while the doors are open.  Carefully climb up onto that ledge, 
then carefully move straight across the area so that you are standing 
in the middle of the circular platform that runs around the bottom of 
each area.  From there, you can use your webbing to hit each switch 
safely.  Next, look for a ledge with a red light flashing above it; 
swing or zip-line to it, then zip-line up to the ledge directly above 
it--you are now nearing the top of the level.  (It's best to zip-line 
up when the outer wall is being electrified; otherwise, if you're not 
careful, the lasers that fire here may kill Spidey and will definitely 
cause him to fall).  From here, locate the tiny brown platform 
supported by metal struts at the top of the area and use L1 Targeting 
to swing up to it.  You can now repeat the process.

Here are the highlights of each area:

Area 1--The top platform has Taser webbing.

Area 2--Drones will appear after you hit the switches; take them out 
before you continue your climb.

COMIC ALERT (Normal):  Once through Area 2, head straight to the top of 
Area 3 without hitting the switches.  (This is very difficult; beware 
the lasers, especially.)  Look for a ledge near the top with a grating 
behind it; it's just below and to the left of the top platform.  Swing 
or zip-line to the ledge to get comic number 32, Amazing Spider-Man 
#341.  This comic will NOT appear if you hit even one switch.  (I 
couldn't find this one on my own--it never occurred to me to try that!)  
Once you've got it, go back down and hit the switches, then continue to 
climb back up.

Area 3--You might encounter a drone; nothing else of note really 
happens here.

Area 4--More drones will swarm you when you turn off both switches; 
take them out before you climb back up.  The exit is located on a ledge 
with a flashing light on the bottom in the second part of the area.  
Finally!

R) Spidey Vs. Lizard

Now this is a worthwhile boss fight.  A very _hard_ boss fight.  Head 
immediately to the computer.  Leave the containment option alone (for 
now) and prepare to solve another puzzle, this one with a time limit.

There are three vats that must be turned green to make a serum to cure 
Dr. Connors.  In each of the vats, you must use the [], /\, and () 
buttons to stop their respective balls in the green zones of their 
respective columns, so it's best if you do NOT have a hair-trigger 
thumb for this puzzle.  If you do, you'll be frustrated.  If you 
succeed, that vat's letter will turn green and you can move to the next 
letter.  Do NOT screw up!  You really only have time to fix one vat if 
something goes wrong.  (This is a bit of a pain on Hard, where the 
balls move fast.)  You also cannot wait around too long.  Once the time 
limit runs out, the Lizard will emerge and start attacking you, even if 
the serum isn't ready, and you'll have to restart.  Once you've got the 
timing down on one vat, though, it isn't too hard to get the other two 
vats right--the timing only changes on each difficulty level, not 
between vats (the only differences are where the green zones are and 
where the balls start their up-and-down bouncing).  On Kid Mode, you 
don't even have to do this puzzle; lucky you.  The serum will appear 
automatically once the fight starts.

Once all three vats are green, choose the containment override option, 
hit X, and then exit.  The Lizard will now emerge and throw you into 
the next room, where the fight begins.

COMIC ALERT (Hard):  Once the fight has started, do NOT pick up the 
purple serum cartridge!  Instead, run directly to the third room.  
Comic number 12, Amazing Spider-Man #44, will be sitting where the 
second cartridge would normally be sitting.  Another hard comic to get, 
mostly because of the Lizard's constant attacks and the lasers in room 
three.

COSTUME ALERT (Hard):  Defeat the Lizard with serum shots ONLY to 
obtain the Insulated Suit, a must for defeating Hyper-Electro on Hard 
(unless you like a good challenge).  You cannot allow the Lizard to be 
damaged by anything, and you must allow him to recover between shots--
you can't just stand there and fire shots at him while he's vulnerable, 
or it won't work.  (A very big thank you to whitespy 12, who figured 
that part out very thoroughly; I would not have gotten the costume 
without that message board post.)  It takes somewhere between 15 and 25 
shots to floor him (the upper limit, according to eds; my upper limit 
was 21, the lower 16, but I hit nearly every number in-between).  
You'll know when it works--he'll suddenly swoon and fall over 
(sometimes he'll start to chase you again first; when he falls over 
after this, it's quite amusing.  Always give him a chance to move after 
15 hits before shooting him again).  There is a bug in many (perhaps 
even most) copies of the game that prevents you from getting the 
costume on the first try.  I devoted extra attention to this annoying 
problem and found that, 100% of the time (twelve out of twelve tries), 
I could not defeat the Lizard this way on my first try, no matter what 
I did or how many times I hit him.  It didn't matter if I missed, or if 
I never missed, or how much time I left to the Lizard between shots, or 
if I got the comic first, or if I ignored the comic; he simply wouldn't 
fall down, even after (literally) fifty shots.  However, you still have 
to hit him at least a few times with serum, or when you restart it 
STILL may not work, forcing you to restart a third time.  Therefore, go 
get the comic (so that you won't have to worry about it), hit him four 
or five times with the serum, and then restart the level.  The trick 
will then work on any try other than the first.  Go figure.

WHAT IF MODE:  There are now large bowling pins scattered all over the 
level with the Lizard's face on them (who you gonna call?  
Lizardbusters!  There, try and make a franchise out of that, 
Hollywood).  The Lizard is just as vulnerable to these as he is to the 
serum, and not only that, they damage him.  For once, a helpful extra.

BUGLE HEADLINE ALERT:  Die here to unlock "Zeus Tear 1."  I make no 
claims for spelling or grammar mistakes by the programmers; I just 
tells 'em as I gets 'em.

The Lizard is one bad mammer jammer.  What should we start with?  His 
throw?  That doesn't hurt too much.  What about his tail swipes?  Well, 
they knock you down, and he often tends to be invincible to the serum 
while he performs it, but they don't hurt too badly.  His claw swipe?  
Okay, that hurts.  What happens if you go to the ceiling?  He follows 
you and tries to knock you down.  Now, put all this together and 
realize that he moves fast and loves to attack incessantly, and you'll 
realize what a bear this fight can be.

Unless you're going for that comic, get the serum cartridge right away.  
The best time to shoot a serum shot at him is when he's simply walking 
towards you and not attacking--you'll usually have a clear shot at him 
and won't miss.  If you're careful, you can also hit him as he's about 
to attack or when he's leaping at you, but it's slightly harder to get 
a good shot at him.  Each serum cartridge gives you three shots; 
picking one up causes the other to regenerate.  The first cartridge is 
in room 1, where the fight really starts; the second is in room 3.  
Stick to room 2 for most of your fighting; you have a lot of room to 
move there and can use R2 to move quickly across the room to either end 
to get a new serum cartridge.

Spidey once again voices his concern for Dr. Connors, but bear this in 
mind:  "I was a fool to worry about hurting him before!  I had 
forgotten how strong his armor-plated skin makes him!"  That's Spidey 
himself, from Amazing Spider-Man #76 (a pretty good Lizard story, too, 
btw, by Stan Lee and John Buscema).  Knock him around as soon as the 
serum makes him groggy (unless you're getting the costume).  You can 
also try to lure him near the lasers--they cripple him nicely--or throw 
the test-tubes at him, if punching and kicking get too boring.  There's 
also regenerating health in rooms 1 and 3.  Take him out as fast as you 
can--you can't outlast him by too much on Normal and Hard.

S) The Gauntlet  (ver. 1 title:  Aces High)

COMIC ALERT (Hard):  Crawl or drop down the back of the very first 
building to find comic number 14, Spectacular Spider-Man #66.

For a change of pace, here we are with a web-swinging level.  This one 
is complicated by red lasers that track you, drone generators that spew 
out clouds of annoying, well, drones, and laser turrets that want to 
blow you out of the sky.  Isn't anything ever easy for Spidey?  (As 
with all such levels, if you're having too much trouble, Stealth is the 
best power to have.)

The first laser tower is ahead and to the left, but swing to the center 
building first to take out a turret, get Taser webbing, and shut down a 
generator.  If the drones start to surround you, just get out of there.  
Swing to the left to turn off the first laser detector, then cross to 
the right side to take out the second one.

Ahead and to the left (via the middle) is detector number three--'ware 
the laser turrets.  Cross back over to the right side (again) to take 
out the fourth detector.  Head to the central tower--be very careful of 
the four laser turrets at its base--and to the large dish to shut off 
the fifth detector.

COMIC ALERT (Normal):  climb down the rear of this tower for comic 
number 31, Amazing Spider-Man #425.

You're almost to the end of the level now.  Turn right and swing across 
the buildings--there's another turret to watch out for, plus a drone 
generator (take them out if you like) to reach the final laser 
detector, perched on a third high tower.

COMIC ALERT (Easy):  On the rear of THIS tower you'll find comic number 
24, Amazing Spider-Man #217.

From the top of this tower, head left to end the level.

KID MODE:  You only have to take out three detectors to end the level.

T) Spidey Vs. Sandman Again

Just for a change of pace, another boss level!  (Don't worry; you're 
almost out of the Bio-Tech area.  This complex didn't span several city 
blocks in Burglary Interrupted, did it?)  It's time to get revenge on 
the Sandman.

The Sandman will chase you all over the place, once again turning his 
hands into blunt weapons and trying to bludgeon you, just as he did in 
Catch That Train.  When that palls for him, he'll attempt to throw you, 
and if you get too far away from him, he'll throw a huge, narrow sand-
wave at you.  This is not good on Hard, where he can level you in four 
hits; however, you can avoid nearly all his attacks by jumping or 
running whenever he starts to babble or laugh.

You have to head for the switch on the wall just in front of the fallen 
girder; this will increase the water pressure.  Head to one of the 
other valves and stay in that general area.  When the pressure reaches 
its max, hit the valve and try to lead the Sandman into the water.  If 
you succeed, you can beat the daylights out of him while he simply 
writhes helplessly and yells.  Once the water stops, he'll sit there 
wobbling for a moment, then turn into a puddle and reform, good as new, 
apart from the loss of health, of course.  Repeat until he goes down.  
Believe it or not, even though he can often hurt you a little more than 
the Lizard, this is an easier fight.  Payback is so, so sweet.

COMIC ALERT (all difficulties):  Use the water to stun Sandman, then 
quickly climb up the building under construction.  Climb on top of the 
crane to find comic number 2, Amazing Spider-Man #4.  Be careful; if he 
recovers, he'll bring the entire building down on you, and you won't 
get the comic.  This is easiest to get on Kid Mode or Easy.

COMIC ALERT (Easy):  Pick up the Porta-Potty by the construction 
trailers to discover comic number 5, Peter Parker:  Spider-Man Vol. 2, 
#16.  I am NOT touching that thing without a pair of gloves.

COSTUME ALERT (Hard):  Defeat the Sandman and you'll automatically 
receive the Alex Ross--Red costume.  I think this is the prototype for 
the costume used in the upcoming movie, if not the actual design.  It's 
also pretty cool (says my inner comic nerd).

U) Konichi-wa, Spider-san

We are finally closing in on the end of the game.  (Actually, once 
you've cleared it once or twice, it's possible to beat this game in 
about fifty minutes, even on Hard.  Really.)  Your goal now is to track 
down Electro (who is hiding somewhere in the museum, making life harder 
for you).  To do this, you have to get out of this exhibit.  Preventing 
you from doing that is the newest and last enemy, the Animatronic 
Samurai.

You'll start off facing a pair of these things, and, if you're smart, 
you'll use impact webbing on them.  Even on Hard, two impact webs will 
take one of these monstrosities down; if you try going toe-to-toe with 
them, you may not get such happy results.  Once you've blown them up, 
pick up the remains, carry them inside the center room, and throw them 
at the generator (the first one will destroy only the screen and won't 
damage the generator).

That's all there is to this level.  The only difference between the 
difficulty levels (aside from the amount of damage you take) is the 
number of samurai necessary to blow up the generator (it goes from 
four, including the one that blows up the screen, on Kid Mode, to eight 
or nine on Hard).  Check the side room on the right first, the one with 
the two sumo statues in the middle of the room; there's Taser webbing 
there, and that takes these things down even faster.  Don't worry if 
any of your throws miss; if you use up all the samurai, more will 
emerge from the level's entrance, and you can always go for the ones in 
the glass cases around outside of the generator room (just break the 
glass with impact webs).  You really shouldn't have that much trouble, 
though.

COMIC ALERT (Easy):  There's a room directly across from where you 
entered, on the other side of the area, with a giant golden Buddha 
statue sitting inside.  Check behind the Buddha statue to find comic 
number 23, Amazing Spider-Man Vol. 2 2001 Annual.

V) Rock Of Ages

Almost there!  I used to really hate this level until I figured out the 
trick that makes it just about the easiest level in the game.

You see, I used to zip-line and swing from sign to sign, trying to 
avoid the lightning rings that circle the area and Electro's lightning 
cascades, and also trying not to be zapped by the exploding 
televisions.  The usual result?  I'd have to restart because I got 
fried, or, failing that, I'd miss a swing and fall all the way to the 
bottom.  Which, of course, made this level take forever.

Now, I have to say, there's a much better way to do this level, no 
matter what difficulty you're on.  Jump up onto the wall, anywhere you 
like, and crawl upwards until Spidey's Spider-Sense goes off.  Count 
off four beats as it goes off, leaving the D-pad or stick alone, and 
then hit the zip-line just as the Spider-sense stops (after the fourth 
beat).  Spidey will zip all the way over to the opposite wall, avoiding 
Electro's lightning cascade entirely.  This is also the perfect time to 
cross the lightning rings--because they stop when Electro tries to 
attack you, removing a fatal hazard entirely.  Just keep climbing up 
and remember to use the zip-line trick every time your Spider-sense 
goes off, and you'll get to the top within a minute.

COMIC ALERT (Normal):  There's an alcove with a lightning ring running 
across it near the bottom of the Ice Age area; it's a window looking 
out at a wooly mammoth fossil.  I have never been able to remember 
which side it's on, but keep an eye out for it.  Inside is comic number 
28, Spectacular Spider-Man #258.  Use your zip-line to go to the top of 
the alcove and crawl out safely; it might be best to wait for Electro 
to attack before you try to leave, because you'll be safe in there.

COMIC ALERT (Easy):  There's a car sticking out of the wall near the 
top of the level (?), which is very hard to miss, in contrast to the 
above comic location.  Sitting on the car's hood is comic number 30, 
Amazing Spider-Man #422.

W) Spidey Vs. Electro

COMIC ALERT (Normal):  Locate the giant model of the Earth (it's 
usually opposite you when you begin the level) and zip-line up onto the 
ceiling as near it as possible.  Crawl over so that you're right on top 
of it (while hoping that Electro won't knock you off the ceiling) and 
drop down onto it to get comic number 1, Amazing Spider-Man #9.

If you're on Hard, stop the game for a moment and go put on the 
Insulated Suit (unless you'd prefer a challenge); this will reduce the 
damage you take from lightning by half, and the Enhanced Strength 
ability is more than a little useful.

This really isn't such a hard fight.  You need to get to the top of the 
lunar lander to beat on Electro; in the meantime, he'll throw lightning 
bolts at you and attempt to smoosh you with the giant flying saucer 
model (this can be fatal on Hard).  The easiest way to beat him is to 
run up both ramps and throw an impact web to distract him (it won't do 
much damage, though), then use a homing kick to take you straight to 
him.  After that, you'll have time to punch him at least twice before 
his force field activates and pushes you off onto the floor.  (Web 
gloves significantly reduce the amount of time it takes to defeat him.)  
There's plenty of health lying around and it always regenerates, so 
this fight is often easier than the two preceding it.  Why, I don't 
know, but that's the way it is.  Just repeat the process and he'll 
shortly go down.

COSTUME ALERT (Any difficulty):  You'll automatically receive the 
Battle Damaged costume the first time you defeat Electro (if you 
haven't changed costumes on your first game, you'll be wearing it on 
the last level).

X) The Best Laid Plans (ver. 1 title:  Top Of The World)

Here are four handy hints to remember:

1.  Stay away from Hyper-Electro.
2.  Keep moving.
3.  Stay away from Hyper-Electro.
4.  There is no hint four.

Once the level finally starts, you'll have to take out the four 
capacitors by targeting the eight power generators (two for each of 
them).  Hustle right along and use the jump-impact web trick to do it, 
so you can keep moving away from Electro.

Locate the upper left corner (there will be a capacitor sitting right 
in front of it).  In the original version of the game, you should just 
see the corner of the second building; in the commonly-available 
version, there will be a very obvious bridge connecting the former Twin 
Towers.  (On Kid Mode, the capacitors have already been rendered 
useless, so you can skip the first part and go right to the other 
tower).

Cross the bridge, or swing over the gap, and head for the antenna 
(there's also a couple of regenerating health power-ups at the 
antenna's base; come back over and grab them whenever you're injured).  
Zip-line and climb onto the top balcony to take out the generators; 
there are four, one on each corner of the balcony.

COMIC ALERT (Kid Mode):  Comic number 11, Spider-Man #38, is right out 
in the open between two of the generators.

Once the generators have gone, you've dealt a significant blow to 
Hyper-Electro--he'll only be able to heal himself once.  Return to the 
other tower and lure Hyper-Electro into zapping one of the capacitors 
(being very careful of the lights on the ground; those are electric 
mines and do significant damage).  The easiest way to lure him into 
zapping one is to run around to the opposite side of the capacitor.  
Whenever he changes position, just run (again) to the side opposite to 
his.  Eventually, he'll stop throwing his huge lightning fields around 
(stay away from them; they can hit you twice for big damage) and try to 
zap you.  If you're on the other side of the capacitor, he'll almost 
always hit it instead and become vulnerable.

On Kid Mode, Easy, or Normal, it's safe to punch (or kick) Hyper-
Electro at this point; on Hard, you can't even get close to him without 
being shocked and subsequently stunned, so you'll have to get around 
the capacitor and quickly hit him with an impact web before he recovers 
(if you don't have Enhanced Strength, this takes forever, so I suggest 
you use that power).

Repeat this process.  Once he's lost half or more of his health, he'll 
zip on over to the tower and heal himself; he'll have slightly more 
than half his health back, but the antenna will also collapse.

COMIC ALERT (Hard):  This is without question the hardest comic to get 
in the entire game.  Once the antenna has collapsed, return to that 
tower, get onto the antenna, and run down to the edge to find comic 
number 29, Peter Parker:  Spider-Man Vol. 2, #2.  Even if Hyper-Electro 
was stunned when you came over, he'll recover in time to attack you 
while you're on the antenna, and he'll follow you around.  And if he 
doesn't knock you off, one slip will take care of that for him.

Just keep repeating the process outlined above and Hyper-Electro will 
finally be defeated (and shamefully fast on Kid Mode and Easy, I might 
add).  Spider-Man will celebrate his victory by paraphrasing one of Mel 
Brooks' less successful movies, "Spaceballs."  There's no accounting 
for taste, I suppose, though it's amusing the first time.  Now come the 
credits (which are full of in-jokes that are frankly incomprehensible 
to anyone except the people that wrote them and which bores me stiff--I 
usually skip them).

BUGLE HEADLINE ALERT:  Die here to get "Spider-Man and Electro."

WHAT IF MODE:  Watch for a "surprise" when you defeat Hyper-Electro.

+---------------------------------------------------------------------+
5:  Extras

Without a doubt, Spider-Man 2 is front-loaded with a ton of extra 
goodies.  In fact, you have to play the game at least five times to 
unlock everything (once on Kid Mode and Easy, two consecutive times on 
either Normal or Hard, plus remembering to unlock the Prodigy costume).  
Also, do remember that there's one Bugle Headline ("Spider-Ambush") 
that cannot be unlocked without the help of a cheat code--once you've 
honestly unlocked everything else in the Gallery (all the comics and 
Portfolio pictures, plus all the other headlines), use the cheat 
password to unlock that final headline, which can be saved to the 
memory card.  Here's an easy unlock method (for all those who won't 
stop asking "How do you unlock this or that?"):

1) Do the training levels to unlock the Attack Challenge Session, then 
unlock the Prodigy costume (by defeating at least 75 thugs in the 
Attack Challenge; you can simply quit after that and you'll still get 
the costume).

2) Play through Kid, Easy, and Normal once apiece to find 24 of the 
comics, 18 Parker's Portfolio pictures, and five costumes (Battle 
Damaged, Alex Ross--White, Symbiote Spidey, Negative Zone, and Venom 2-
-Earth X).  Remember that to earn the Negative Zone costume you MUST 
gather all four keys and insert them into the bomb before the ORIGINAL 
timer runs out (original timer!  Original original original!  If the 
timer is extended by any of the keys, and you would not have had enough 
time to insert all four on the ORIGINAL timer, you won't get squat!) on 
Smoke Screen (Normal).

3) Play through Hard mode once.  If you haven't gotten the alternate 
losing headlines yet, die on Spidey Vs. Shocker, Wind Tunnel/Crash 
Flight, Catch That Train, Spidey Vs. Hammerhead, Spidey Vs. Lizard, and 
The Best Laid Plans/Top Of The World to get them.  Also make sure to 
get the last eight comics and to defeat the Lizard using ONLY serum 
shots (see Section 4R, "Spidey Vs. Lizard," for more info).  If you do 
all this, you'll get four costumes (Insulated Suit, Alex Ross--Red, 
Spider-Phoenix, and Dusk) and the last six Parker's Portfolio pictures.

4) You should now have all the honestly available Gallery items.  Go to 
Cheats and enter the password "DRKROOM" to get the last optional 
headline, "Spider-Ambush."  Make sure to save it to the memory card!

5) Play through Hard once more to unlock the last eight costumes 
(Spidey 2099, Captain Universe, Spidey Unlimited, Amazing Bag Man, 
Scarlet Spidey, Ben Reilly, Quick Change Spidey, and Peter Parker).  
You now have everything.

You can use any costume and/or combination of powers to do all this.

A) Special

a) Cheat codes

These codes are all taken from Gamewinners.com and are copyright 2001 
Al Amaloo.  Enter them in the "cheats" menu (I hope that was obvious!) 
and if you entered the cheat correctly, Stan Lee will yell "Excelsior!" 
and the game will give you a message at the top of the screen telling 
you what you unlocked.  There are significantly fewer passwords this 
time around.

Debug mode:  "DRILHERE"
Whee!  Bored?  Tired of the same old display?  Now you can bring up a 
bunch of numbers to watch while playing the game.  I'm not sure if this 
actually does anything else at all.  Cannot be saved to the memory 
card.

Level select:  "NONJYMNT" (hah!)
Want to skip ahead and see levels you haven't gotten to yet?  Use this 
password.  You can only save the levels up to whatever the last save 
point you've passed was via this method, and if you quit out before you 
get to a save point, choosing to continue at the main menu will only 
take you to Enter The Web-head.  You cannot save all the levels to the 
memory card with this password.  So play the game honestly, already!

Programmer's High Scores:  "VVHISCRS"
Want to see how quickly the programmers cleared the Challenge Sessions?  
Use this password and find out.  Compare your best scores to theirs.  
Strangely, the same set of scores is recorded for both Kid Mode and 
Normal.

Big Head Mode:  "ALIEN" 
Tired of looking at a normally proportioned Spider-Man?  Use this 
password and Spider-Man will have a head larger than most of the rest 
of his body.

Big Feet Mode:  "STACEYD"
Similar to Big Head Mode.  If you enter the above password first, you 
can use both passwords at once and have a Spider-Man that would 
probably scare small children if he came up to them in the street.

What If Mode:  "VVISIONS"
Are you really bored?  Have you beaten the game four thousand times 
already and need something to do?  Do you like bananas and light bulbs?  
Input this code and observe the disappointment that is What If Mode for 
yourself.  For this to work you have to either continue from "Enter The 
Web-head" or start a new game from the beginning and play all the way 
through the game--it cannot be saved to the memory card and will even 
cancel itself out if you quit the game but leave it running.

Unlock All Training Levels:  "CEREBRA"
In case the training levels are too hard for you or something, you can 
use this to unlock all of them.  Only for the very, very lazy.  This 
can be saved to the memory card.

Unlock All Costumes:  "WASHMCHN"
Don't want to go to the effort to unlock all those costumes?  Use this 
code.  This can be saved to the memory card.  (What will you have for a 
goal now, though?)  This also automatically unlocks the "Create-A-
Spider" powers (for obvious reasons--if you've got all the suits, 
you've got all the powers).

Unlock All Gallery Entries:  "DRKROOM"
This is actually necessary if you're trying to unlock everything (see 
above or read Section 5Ba for details).  This can be saved to the 
memory card.

Unlock Everything:  "AUNTMAY" 
This can also be saved to the memory card.  Oh, well.

Swear Filter:  This isn't strictly a cheat, and it also works at the 
name entry screen, but this is as good a place to put it as any.  Enter 
any random bit of profanity and Spidey will pop up and change it to a 
random non-sequitur like "TOFFEE," "CAKE," "ELEPHANT," etc.

The following fake passwords do nothing:  "SUPERGOD" and "SPIDRHIST."

b) Costumes and Create-A-Spider powers

All costumes have the normal game powers.  If no other power is listed, 
that costume unlocks nothing.  The powers each costume unlocks in 
Create-A-Spider mode is listed after the costume name.

Spider-Man (power:  normal game powers)
Unlock:  Load the game.

Spider-Phoenix (powers:  Invulnerability, Enhanced Strength, Enhanced 
Web-Swing)
Unlock:  Beat the game once on Hard.

Prodigy  (powers:  Enhanced Strength, Double Jump Height, Enhanced Web-
Swing)
Unlock:  Beat at least 75 thugs in Attack Challenge Session (either 
mode).

Dusk (power:  Stealth)
Unlock:  Collect all 32 comic books.

Insulated Suit (power:  Enhanced Strength; power unique to suit:  half 
damage from lightning and electricity)
Unlock:  Defeat the Lizard on Hard using only serum shots (see section 
4R, Spidey Vs. Lizard, for more details)

Alex Ross--Red (power:  Double Jump Height)
Unlock:  Beat the Sandman (Spidey Vs. Sandman Again) on Hard.

Alex Ross--White (power:  Enhanced Web Swing)
Unlock:  Beat the game once on Kid Mode.

Venom 2--Earth X (power:  Unlimited Webbing)
Unlock:  Beat the game once on Normal.

Negative Zone (power: normal game powers only)
Unlock:  On Smoke Screen (Normal), collect all four keys on one go and 
insert them into the bomb before the original timer runs out.

Symbiote Spider-Man (power:  Unlimited Webbing)
Unlock:  Beat the game once on Easy.

Spider-Man 2099 (power:  Enhanced Strength)
Unlock:  Beat the game two consecutive times on Normal or Hard (thanks 
to eds for this info, which he found in the official book; I tested it 
and it does work).

Captain Universe (powers:  Invulnerability, Enhanced Strength, 
Unlimited Webbing)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Spidey Unlimited (power:  Stealth)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Amazing Bag Man (power:  Can Only Hold 2 Web Cartridges)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Scarlet Spider (power:  normal game powers)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Ben Reilly (power:  normal game powers)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Quick Change Spidey (power:  Can Only Hold 2 Web Cartridges)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Peter Parker (power:  Can Only Hold 2 Web Cartridges)
Unlock:  Beat the game two consecutive times on Normal or Hard.

Battle Damaged (power:  normal game powers)
Unlock:  Beat Electro for the first time.  (If Spidey is wearing his 
original costume, it will automatically change to this one after Spidey 
Vs. Electro.)

c) Level Select
Beat a level to unlock it in Level Select.  Even though you can save 
this to the memory card, it resets when you switch difficulties and you 
have to beat every level all over again to keep them saved to the 
memory card.  Hey, I didn't program this thing.

B) Gallery:

a) Bugle Headlines:

"Captain America Foils Plot"
Unlock:  Automatically appears before Enter The Web-head

"Warehouse Theft A Bust"
Unlock:  Die on Spidey Vs. Shocker or let the fire reach the barrels

"Rolling Blackouts"
Unlock:  Automatically appears after Spidey Vs. Shocker

"Spider-Man Apprehended"
Unlock:  Die or let the plane be destroyed on Wind Tunnel

"Spider-Ambush"
Unlock:  The only way to unlock this headline is with a cheat device or 
the password "DRKROOM"--if you're unlocking everything honestly, make 
sure to have all the other Gallery items first; it can be saved to the 
memory card

"Spider-Man Unmasked"
Unlock:  Die or miss the train on Catch That Train

"Blackouts Continue"
Unlock:  Automatically appears after Catch That Train

"Ball Ruined 1"
Unlock:  die on Spidey Vs. Hammerhead

"Ball Ruined 2"
Unlock:  Appears automatically after Spidey Vs. Hammerhead

"Zeus Tear 1"
Unlock:  die on Spidey Vs. Lizard, _not_ Spidey Vs. Sandman Again

"Zeus Tear 2"
Unlock:  Automatically appears after Spidey Vs. Sandman Again

"Spider-Man And Electro" (my favorite of the headlines)
Unlock:  Die on The Best Laid Plans

"Thor Saves The City"
Unlock:  Automatically appears after The Best Laid Plans

b) Comic Collection:

In an effort to organize this quick reference guide a little, I've gone 
by number, rather than level, followed by a brief description of how to 
get the comic and the level and difficulty on which it appears.

1.  Amazing Spider-Man #9:  On top of the giant model of the Earth 
(Spidey Vs. Electro, Normal).

2.  Amazing Spider-Man #4:  Stun Sandman with water, then climb the 
building under construction and get on top of the crane (Spidey Vs. 
Sandman Again, any difficulty).

3.  Ultimate Spider-Man #1 (white cover):  On the rooftop near the end 
with four crates, web-yank the three on the left.  They MUST be web-
yanked; simply breaking the crates won't work (Enter The Web-head, any 
difficulty).

4.  Amazing Spider-Man Vol. 2, #13:  On the rooftop to the left of the 
last building (Burglary Interrupted, Normal).

5.  Peter Parker:  Spider-Man Vol. 2, #16:  Underneath the Porta-Potty 
next to the construction trailers (Spidey Vs. Sandman Again, Easy).

6.  Peter Parker:  Spider-Man Vol. 2, #22:  Hit all seven of the 
switches in the level.  Once back inside the roundhouse, check behind 
the train sitting in front of the No. 3 door (Heart Of Darkness, 
Normal).

7.  Amazing Spider-Man #21:  Underneath the photocopier near the 
beginning of the second floor (Gangland, any difficulty).

8.  Spider-Man #25:  Find a way to get underneath the very first 
walkway, then use L1 Targeting to find the pinkish alcove down below in 
the central shaft and swing to it.  (Mission:  Spidey, Hard)

9.  Amazing Spider-Man Vol. 2, #29:  Destroy all three of the machine 
guns in the second half of the level, then return to the nearest end of 
the suspension bridge.  (Rooftops By Night, Hard)

10.  Amazing Spider-Man Vol. 2, #30:  After you've finished the boiler 
puzzle, climb up the ramp and check the catwalk.  (Spidey In The 
Machine, Easy)

11.  Spider-Man #38:  On the top balcony of the antenna, between two of 
the generators.  (The Best Laid Plans, Kid Mode)

12.  Amazing Spider-Man #44:  Do the serum puzzle.  Do NOT pick up the 
first serum cartridge.  Instead, run to the third room.  (Spidey Vs. 
Lizard, Hard)

13.  Amazing Spider-Man #46:  Inside the flames behind the Shocker at 
the start of the fight.  (Spidey Vs. Shocker, Hard)

14.  Spectacular Spider-Man #66:  On one of the ledges at the back of 
the very first building.  (The Gauntlet, Hard)

15.  Peter Parker:  Spider-Man #85:  At the very start of the level, 
pick up the barrel to your left.  (Warehouse 66, Easy)

16.  Peter Parker:  Spider-Man #90:  Once you've webbed one of the 
plane's engines, return to the very first area and look under the 
netting.  (Wind Tunnel, Normal)

17.  Peter Parker:  Spider-Man #92:  Pick up the crate sitting by the 
rear fence on the left side of the hangar.  (Hangar 18, Kid Mode)

18.  Web Of Spider-Man #100:  In the courtyard, pick up the trashcan 
that sits kitty-corner to a brick apartment building, across from the 
white office building.  (Burglary Interrupted, Kid Mode)

19.  Amazing Spider-Man #114:  Head into the area from which Hammerhead 
emerges.  Jump onto the bar and pick up each of the signs.  (Spidey Vs. 
Hammerhead, Hard)

20.  Spectacular Spider-Man #157:  Sitting right out on the walkway to 
Area 2.  (In Darkest Night, Easy)

21.  Amazing Spider-Man #185:  Follow the lower ledge around the back 
of the third building.  (To Catch A Thief, any difficulty)

22.  Spectacular Spider-Man #197:  On top of the crane that is hoisting 
the girder.  (Enter The Web-head, Easy)

23.  Amazing Spider-Man Vol. 2 2001 Annual:  Behind the golden Buddha 
statue in the side-room on the opposite side of the level from the 
entrance.  (Konichi-wa, Spider-san, Easy)

24.  Amazing Spider-Man #217:  On the back of the very last laser 
detector tower (The Gauntlet, Easy)

25.  Amazing Spider-Man Annual #21:  After finishing all the puzzles, 
return to the air duct and go back to where the health was (in front of 
the fan).  (Spidey In The Machine, Kid Mode)

26.  Amazing Spider-Man Annual #21 (alternate cover):  After finishing 
all the puzzles, return to the very first walkway.  (Mission:  Spidey, 
Normal)

27.  Spectacular Spider-Man #220:  After saving the hostage in the 
elevator, return to the entrance of the level.  (Gangland, Hard)

28.  Spectacular Spider-Man #258:  At the beginning of the Ice Age 
area, look for an alcove showing a wooly mammoth skeleton.  (Rock Of 
Ages, Normal)

29.  Peter Parker:  Spider-Man Vol. 2, #2:  Once Hyper-Electro has 
collapsed the antenna, climb onto it and run to the tip.  (The Best 
Laid Plans, Hard)

30.  Amazing Spider-Man #422:  On the hood of the car sticking out of 
the wall, near the top of the level.  (Rock Of Ages, Easy)

31.  Amazing Spider-Man #425:  On the back of the central tower guarded 
by four laser turrets.  (The Gauntlet, Normal)

32.  Amazing Spider-Man #341:  Reach the third area and climb to the 
top without hitting either switch.  Look for a ledge with a grating 
behind it, just below the top platform.  (The Corkscrew, Normal)

c) Character Viewer list

All of the characters in the character viewer list appear automatically 
during the course of the game.  Finishing the game will pretty much 
automatically give you all the character profiles.  Here's a list of 
all of them, along with the point where the appear in the viewer:

Character                               Appears
---------                               -------
1. Spider-Man                           start
2. Henchman                             Enter The Web-head
3. Hired Goon                           Rooftops By Night
4. Shocker                              Spidey Vs. Shocker
5. Mercenary                            Smoke Screen
6. Train Yard Guard                     In Darkest Night
7. Sandman                              Catch That Train
8. Gangster                             Gangland
9. Hammerhead                           Spidey Vs. Hammerhead
10. Flying Drone                        Spidey In The Machine
11. Rolling Drone                       Mission:  Spidey
12. Scout Drone                         Spidey In The Machine
13. The Lizard                          Spidey Vs. Lizard
14. Animatronic Samurai                 Konichi-wa, Spider-san
15. Electro                             Spidey Vs. Electro
16. Hyper-Electro                       The Best Laid Plans
17. Dr. Watts                           FMV:  "The Needle"
18. Rogue                               start
19. Professor Xavier                    start
20. Beast                               start

d) Movies and storyboards

Unlike the first game, where you couldn't unlock the storyboards until 
you'd beaten the game for the first time, in this game you unlock each 
storyboard after you've seen the appropriate movie (so, when you see 
the "Manners" FMV, the storyboard will also appear in its viewer).  
There are 25 movies and 23 storyboards (there are no storyboards for 
"Vicarious Visions Intro" or "Previously On Spider-Man").  Here's a 
complete list of movies, along with info on where they appear in the 
game.  (This list can also be used for the Storyboards.)

Movies                                  Appears
------                                  -------
1. Vicarious Visions Intro              start
2. Previously On Spider-Man             start
3. Prologue                             before Enter The Web-head
4. The City                             before Burglary Interrupted
5. Warehouse 66                         before Warehouse 66
6. Manners                              before Spidey Vs. Shocker
7. Shockers Defeat                      after Spidey Vs. Shocker
8. City Rooftops                        before Smoke Screen
9. Police Ambush                        before Hangar 18
10. Hangar 18                           before Wind Tunnel
11. Daring Rescue                       after Wind Tunnel
12. Darkness Falls                      before Catch That Train
13. A Hero No Longer                    after Catch That Train
14. Interlude                           before Gangland
15. The Needle                          before Spidey Vs. Hammerhead
16. The Plot Thickens                   after Spidey Vs. Hammerhead
17. Sneaking In                         before Spidey In The Machine
18. Mad Reptile                         before Spidey Vs. Lizard
19. Repentance                          after Spidey Vs. Lizard
20. Spidey To The Rescue                before Spidey Vs. Sandman Again
21. Down The Drain                      after Spidey Vs. Sandman Again
22. Boss... Look!                       after Spidey Vs. Sandman Again
23. Spidey Monogatori                   before Konichi-wa, Spider-san
24. Ascension                           before The Best Laid Plans
25. Epilogue                            after The Best Laid Plans

e) Parker's Portfolio

Every time you beat a boss level on a difficulty for the first time, 
you unlock a Parker's Portfolio picture.  (The levels are, for the 
record, Spidey Vs. Shocker, Spidey Vs. Hammerhead, Spidey Vs. Lizard, 
Spidey Vs. Sandman Again, Spidey Vs. Electro, and The Best Laid Plans.)  
Beating Kid Mode and Easy will earn you 12 pictures by Kaare Andrews; 
beating Normal will earn 6 pictures by Mark Bagley; and, best of all, 
beating Hard will earn 6 beautiful black-and-white pen-and-ink drawings 
by John Romita, Sr., one of the all-time great Spidey artists.

+---------------------------------------------------------------------+
6:  Bugs And Gaffes

Here's a brief collection of Spider-Man 2 "fun fact" garbage.  
Actually, it's more like a compendium of embarrassing mistakes on the 
behalf of the programmers.  (Cut them some slack--I believe this is 
their first major effort.)

--On rare occasions, Spider-Man will fall through the floor of the 
level and the level will reset itself.  This has happened to me twice, 
on Spidey Vs. Lizard and Konichi-wa, Spider-san.

--In What If Mode, on the Spidey In The Machine level, the CPU paddle 
in the "Paddle Battle" game sometimes stops dead for no apparent reason 
(pausing the game restarts it).

--The "Spider-Ambush" headline cannot be legitimately unlocked without 
the use of a cheat device or password.  This may or may not be related 
to the overhaul the game underwent after Sept. 11th, because it 
apparently can't be unlocked in the original version, either.  I now 
have a theory about this (don't I always).  The other headlines (with 
the exception of the first one and the Zeus Tear headlines, which are 
gotten on two different levels) are always paired on a level--dying 
gives you one headline, winning gives you another.  The EXCEPTION to 
this is "Spider-Man Apprehended"--no headline comes up after you finish 
Wind Tunnel/Crash Flight.  I believe that "Spider-Ambush" was 
originally intended to come up here and, for whatever reason, this was 
not implemented in the final code.

--Occasionally, while crawling on a perfectly flat surface and without 
the camera changing direction, the controls will reverse themselves; 
letting go of the pad or stick usually solves the problem.

--In the storyboard for the "Repentance" FMV, Curt Connors has both his 
arms (this was fixed in the movie).  (And, why does Bio-Tech's layout 
in the "Prologue" FMV match the layout in The Gauntlet even though it 
doesn't match the ground-level layout of Burglary Interrupted?)

--Not only is there no character profile for the Beetle, he completely 
disappears from the game after the "Interlude" FMV, where he is shown 
among Hammerhead's gang.

--And of course here's the most frustrating bug of all--in many, 
perhaps even most copies of the game, the method to unlock the 
Insulated Suit will not work on the first try, requiring you to restart 
the level.  In fact, further testing and fooling around has shown me 
that you STILL won't get it on the second try if you never threw any 
serum shots at the Lizard on the first--you have to try once, fail, 
then restart.  I don't get it.

+---------------------------------------------------------------------+
7.  Acknowledgements:

--CJayC, the second hardest-working man in show business, for running 
the GameFAQs site in the face of a crippling workload and almost 
certain Carpal Tunnel syndrome
--the nice people at psxcodez.com and cheatcc.com, who now also host 
this FAQ
--Beno Jange, for contributing the very cool ASCII logo that now sits 
proudly atop this file
--Lapin Kulta's Comic Book FAQ, without which I would probably have 
never found those last 9 stupid comics
--whitespy 12, for the post which finally helped me figure out how to 
get that Insulated Suit
--Gamewinners.com, from which I took the cheat passwords, including the 
ones that do absolutely nothing
--eds, for moral support and various other kicks in the pants
--my brother, Mark, for lending me the game and not complaining when I 
held onto it for weeks on end to write this FAQ
--and you, for reading this FAQ, unless you didn't like it, in which 
case I won't thank you, so nyah.

-eof-
