Ultimate spider-man (walktrough)

3-Version History
4-System Requirements
I.Spider-Man Controls
II.Venom Controls
7-The Story So Far....
8-Web Swinging Techniques
9-City Events
12-User Submitted Hints/Tips
13-The 616 Universe and The Ultimate Universe
14-My Review Of The Game



Hello and welcome to my Full FAQ/Walkthrough for Ultimate Spider-Man. As you
already know, this game has been made according to the ultimate universe and
you will notice many differences in the story-line if you have not read the
ultimate spider-man comics. The game itself is pretty good but not without
its share of flaws. I hope you enjoy the game as well as my FAQ.

Plese note that although this FAQ is for the PC version of the game, 95% of
the FAQ will be applicable to the console versions as well.


3-Version History

09 October 2005...version 0.1...I have completed most of the side sections as
well as some early levels. Many updates to come.

10 October 2005...version 0.2...completed all character bio-graphies. Wrote
some more walkthrough.

11 October 2005....version 0.3...Wrote more walkthrough. Almost done.

12 October 2005...version 1.0...First complete version of the FAQ. I am open
for suggestions and comments.

13 October 2005...version 1.1...Added my review at the end. Cheatcc is now
allowed to host my FAQ.

14 October 2005....FINAL.

18 October 2005...Whoops! forget mary jane. Covered her in this update.


4-System Requirements

I.Minimum Requirements

3D hardware accelerator card required - 100% DirectX(R) 9.0c-compliant 64 MB
video card and drivers*
Microsoft(R) Windows(R) 2000/XP
Pentium(R) III 1.2 GHz or Athlon(TM) 1.2 GHz or higher processor
256 MB of RAM
3500 MB of uncompressed hard disk space (plus 400 MB for the Windows(R)
swap file)
A 100% Windows(R) 2000/XP - compatible computer system including:
DirectX(R) 9.0c (Included)
100% DirectX(R) 9.0c-compliant true 16-bit sound card and drivers
100% Windows(R) 2000/XP - compatible mouse, keyboard and drivers
100% Windows(R) 2000/XP - compatible quad speed CD-ROM drive (600 K/sec
sustained transfer rate) and drivers


II.Recommended Requirements

Directx 9.0c compliant 128 Mb Video Card and Drivers
Microsoft(R) Windows(R) 2000/XP
Pentium(R) IV 2.0 GHz or Athlon(TM) 2.0 GHz or higher processor
512 Mb of RAM
4 Gb of Hard Disk Space
A 100% Windows(R) 2000/XP - compatible computer system including:
DirectX(R) 9.0c (Included)
100% DirectX(R) 9.0c-compliant true 16-bit sound card and drivers
100% Windows(R) 2000/XP - compatible mouse, keyboard and drivers
100% Windows(R) 2000/XP - compatible quad speed CD-ROM drive (600 K/sec
sustained transfer rate) and drivers


III.My System

Intel Pentium 4 3.0 Ghz Processor
Geforce Fx5200 128 Mb Video Card
Directx 9.0c
Microsoft Windows XP
512 Mb Ram
80 Gb Hard Disk
32x Dvd Rom
100% DirectX(R) 9.0c-compliant true 16-bit sound card and drivers
100% Windows(R) 2000/XP - compatible mouse, keyboard and drivers



Note: These are the default controls and should be changed according to your


W....Move Forward
S...Move Backwards
A...Move Left
D...Move Right
Space Bar...Jump
Space Bar + Space Bar...Double Jump
F...Wall Crawl/Grab/Combat Throw
Q...Punch/Speed Boost (while swinging)
E...Kick/Climb Wall (while swinging)
Right Mouse Button...Web Swing
Left Mouse Button...Web Attack
Left + Right Mouse Buttons....Web-Zip (must be pressed at the same time)
Esc Button....Pause Menu



W....Move Forward
S...Move Backwards
A...Move Left
D...Move Right
Space Bar...Jump
Space Bar (HELD)...Double Jump
F...Wall Crawl/Grab/Combat Throw/Throw Object
Q...Claw Attack
E...Tentacle Attack
Right Mouse Button...Locomotion Jump (the longer you hold, higher the jump)
Left Mouse Button...Feed
Left + Right Mouse Buttons....Tentacle-Zip (must be pressed at the same time)
Esc Button....Pause Menu



These meters are present in the top right corner oor top left corner of the


I.Race Meter

This meter shows up when you are racing some one. There are two meters, one
has a picture of spider-man and the other of the person you are racing. The
further each picture is from the other, the more far apart they are from
each other.


II.Chase Meter

This meter shows up when you are chasing some one. A single meter has two
pictures on it, one of spider-man and the other of the villian you are chasing.
The distance between the two pictures shows how far apart you are from the


III.Threat Assessment Meter

This round meter will show you the amount of time left for you to stop the


IV.Strength Test Meter

This mutli-coloured metre will be shown when you have to do a task innvolving
your strenth. You have to press the web swing and web attack buttons
periodically in order to keep the pointer in the green area for some time to


V.Health Meter

This meter will show you the amount of health left before you die. It is in
the top left corner of the screen.


VI.Boss Health Meter

This meter will show you the amount of health left before the boss dies. It is
in the middle of the screen.


7-The Story So Far...

(Taken from The Manual)

The Venom suit was designed by doctors Richard Parker and Edward Brock in an
attempt to develop a cure for cancer.

Recently, their sons Peter Parker and Eddie Brock, Jr. discovered the final
remaining sample of the Venom suit-and unleashed the nightmare of Venom.

When Eddie and the Venom suit vanished in a flash of electricity, Peter
learned one fundamental rule of super hero buisness: "If there's no corpse-the
guy's alive."

Now,three months later, Peter Parker continues his double life as both High
school student and Spider-Man. Unbeknownst to Peter, Venom is terrorizing the
streets of New York once again.


8-Web Swinging Techniques

Ok, the first thing that you should do is changing the controls. The default
controls are very confusing and very difficult to master. The default controls
are as follows:

Web Swinging....Left Mouse Button
Web Attack...Right Mouse Button
Web Zip...Left Mouse + Right Mouse (at the same time)
Jump...Space Bar
Double Jump...Space Bar + Space Bar

Like I stated earlier, these controls are very difficult to master. You should
change your controls to these buttons:

Web Swinging....Left Ctrl Button
Web Attack....Left SHIFT Button
Web Zip...Left Ctrl + Left SHIFT (at the same time)
Jump...Space Bar
Double Jump...Space Bar + Space Bar
Up....Up button
Down...Down Button
Left...Left Button
Right...Right Button

Please note that these controls are best used for web swinging and may mess up
your combat controls. Remember to change controls when you fight.

I.Getting a Good Start

The most important thing while web swinging is getting a good start. If you
are standing on the road then the best way to get some height is to press and
hold space bar and then press space bar again. Now press the left Ctrl button
at the maximum height. You will get a decent height most of the time. If you
are standing on top of a roof, then look for a nearby tall building and double
jump towards it. Press Left Ctrl button when you are midway in the jump. If
there is no tall building nearby then web zipping might be a good idea to get
some height.

II.The First Swing also Determines the Last

After getting some height, your first swing is the most important one. Do it
cleanly and you will end up web swinging smoothly, do it rough and you may
have to restart. The best time to press the left Ctrl button is determined by
the player himself. I found the best time to press the web swing button at
some distance away from the building. After you shoot out a web, keep the left
Ctrl button pressed, don't let go of it. REMEMBER that the navigation controls
help you a lot. Use them to aim away from the building. When you reach the
top of your swing, press jump and then jump again to gain some more height and
swing towards the nearest building. Keep repeating and you will steadily gain
height and speed.

III.Maintaining Height and Speed

Remember that your web zipping ability is NOT useless. In fact, it is necessary
for you to master it in order to swing smoothly. The city is made up of tall as
well as small buildings and they are randomly placed. Trying to web swing on a
small building is completely useless. ALWAYS be prepared to web zip if you see
a small building up ahead. The best time to press the web zip buttons is when
you are falling down and you are almost at the same level of the roof of the
building. The web zipping ability not only maintains your momentum but also
gives you some height as well. You can also use your web zipping ability to
reach for the nearest building when you unexpectedly encounter an empty garden

IV.Speedy But Risky Swinging

I found this technique useful at times when I wanted to web swing quickly after
falling to ground level but did not have the time to gain height and speed.
Basically all you do is press double jump to gain some height and then keep
pressing the web swinging button again and again while maintaining a rough
control on the navigation. This method will some times give you enough time
to cover up in a race for example. However, be vary that this technique is
NOT useful at all times. Its up to the player to determine which time is the
best to use it according to the surroundings. Generally, you should use this
technique if tall buildings are nearby. Try to avoid the ground level obstacles
like bill boards and poles etc when applying this technique.

V.Jumping to Switch Routes

There will be many times when you have to change routes. For example, you are
swinging smoothly in a straight line and all of a sudden you have to swing
left. Instead of aiming the swing towards the left, it's best to press double
jump and use the navigation controls to aim left and then web swing in that
direction. Remember to web zip in case there are small buildings that way.
Be careful about the poles, bill boards etc you may encounter.

VI.What if I get Hit?

While web swinging, if your swing ends up straight into a bill board then
instead of falling to the ground and restarting, it's best to keep the left
Ctrl button pressed and double jump. Use your navigation controls to aim for
the center of the road and press the web swing button again.

VII.Final Word

The web swinging in this game is a little hard compared to the previous game.
I would advise you to spend at least one-two hours practicing web swinging
before getting along with the game.

VIII.PC/Console Differences

Although I am sure there must be some differences, the basic hints/tips still
apply to the console versions as well. Since I DONT have the console version,
I cannot help you with it. But you can still send me strategies about the
console versions along side the PC version, I will readily accept them as
long as they make sense.


9-City Events

These are the missions which are not connected to the main missions but are
necessary to do in order to progress the game. Most of these missions show up
as a red dot on the in-game map. The races are shown as a purple dot.


1.Injured People

Every now and then you will encounter injured people. Go near them and press F
to pick them up. Now swing them over to the hospistal in time.


2.Hanging People

At times you will have to help people who are hanging from a building top.
Crawl near the person in time, pick him up and put him down safely.


3.People Being Mugged

Every now and then you will encounter a person being mugged. Just take out
all the attackers and return whatever they were trying to steal.


4.Police Need Help

The police are being fired upon, land down and take out all attackers.



This will be a group of people (4 at least) trying to rob some thing. Take
them all out via the usual methods.


6.Someone's Robbing an Armored Car

Same as a burglary, except this time they are trying there luck on an armored
car. Take them out via the usual methods.


7.Gangsters at War

This will be opposite gang members battling each other. Mop up any survivor.


8.Car Chases

The criminal's are escaping in a car. Land on it and keep beating it they
come out. Watch out for the bullets. Take them out when they exit the vehicle.


9.Car Driver gone Nuts

Some driver goes crazy and begins to drive like an idiot. Try to calm him
down, BY BEATING his car.


10.Shocker and Boomerang

You will encounter shocker and boomerang some times. Both are very easy to
defeat. They are not bosses. Consider them as thugs with some crazy equipment.


11.Combat Tours

These are tours around the different gang territories beating up various
gang members. You usually have to fight at least 4 groups of gangsters at
different places before the combat tour ends. They are shown as purple dots on
the map. The purple HALO has a fist drawn inside it. They increase your health
with each successfull tour.


12.Trick Races

These are races pointed by purple dots on your map. The purple HALO has a
sprinter drawn inside it. I recommend you to try these races as the more you
try, the more skilled you will become at web swinging.


13.Human Torch Races

You have to complete five trick races to be able to challenge the human torch.
He will be at the Baxter Building. Each race is harder then the previous one
but you get a web swing speed upgrade with each succesfull race, so you might
wanna try these.



Well these are not city events but its best if you find them outside the
story missions. Collecting these tokens unlocks various rewards. There are
secret tokens, land scape tokens and comic cover tokens. All three have their
own rewards and should be done if you have free time.



Remember that although this FAQ was written for the PC version, it can still
be used for the console versions.


I.Boss Fight: Venom

You start the game with a boss fight against Venom. This is very easy boss
fight. Just go near him, puch/kick and jump away. Remember to double jump
when your spider-sense warns you. You will get a message to lead him out of
the football field, do it and the battle will shift to the streets.

Here Venom will try to absorb you. Rapidly press the web attack and web swing
buttons to break free. Repeat the previous tactics about attacking him while
avoiding the electricity surging out of the damaged wires. Keep attacking
him until a cut-scene starts.


II.Time For A Workout

You get control of Peter again. You have to follow the path to his home. You
cannot web swing right now since you DONT have your web shooters. Jump all
the way to his home for a cut-scene. Now you have to web swing to a the
location where Mary Jane is i-e an abandoned warehouse. Cut-scene. Now you
get to fight the Shocker.

Boss Fight: Shocker

This is a very easy battle. You cannot even call it a boss battle. Just use
your web attack to web up his shock units (on his wrists) and he will end up
shocking himself.

You now have to new marker. Swing your way to it. Help the lady by taking out
the thugs. You now have another location to go to. Swing your way to it for a
cut-scene with the Human Torch. You now have to race him. This is a pretty
easy race. If you can't swing properly then read my section on Web Swinging
techniques for more information. Remember to web zip where required. Win
the race to get swing speed upgrade 2.

If a green dot comes on the map, you have completed all goals and can now
progress the story, if that's the case then swing towards the green dot. If you
don't see any dot then some thing is left. Check the city events menu in the
pause menu to see what you are missing and complete it. Anyhow, get to green
marker for a cut-scene.



You get control of venom. Follow the onscreen instructions about controlling
venom. Use the locomotion jump to get around. When you get to thugs, the
best attack against them would be the tentacles. Take them out and proceed you
see a kid with a baloon. You are introduced to the feeding system. Absorb
the kid and follow the marker until you get a message to throw a motor cycle.
Do it for a cut-scene.

Boss Fight: Wolverine

This fight can be slightly difficult. You probably already know that Wolverine
is an expert in close quarter combats, so DONT go near him to attack. Instead
keep using your tentacle attack on him all the time. Remember to feed on the
nearby humans if you run low on health. DONT even think about feeding on
wolverine since he will claw out of you. Very soon a small mini-game will
start. If you win, you will throw wolverine through a wall. If you lose he will
throw you through a wall. Whatever happens, the fight shifts to a dojo. Just
keep using your tentacle attack on wolverine until you win.


IV.Enter R.H.I.N.O

Complete any city goals you have to progress the story.

Watch the cut-scene. Swing through the marker to see an injured man. Grab him
and drop him near the ambulance behind you. Now you have to save the owner of
the store. Go near him and press the Grab button to start a mini-game. You have
to keep the pointer in the green section. Win the mini-game and go after the
guys who were robing him. Take them out. Continue to swing forward and you will
see a women trapped under a car. Help her by winning the mini-game and then
pick her upand drop her near the ambulance. Now have to take the car out of
the subway. Win the mini-game to do so and swing forward for a cut-scene.

You have to chase after R.H.I.N.O. He is not that hard, keep an eye on the
meter. He will throw a car into a building. Save the man who is hanging by
crawling near him and grabbing him. Drop him near the ambulance and swing
forward. You will have to help the police beat up the thugs on the way.
Continue for a cut-scene.

Boss Fight: R.H.I.N.O

The boss fight has two parts. The first part takes place near the construction
site. You see him trying to lift a feul tank type of thing. You can let him do
that. You only have a couple of seconds. You have to get on his back. Press
jump and then the grab button to get on his back. Punch him a couple of times
and jump off. Run towards the wet cement and stand on it. Wait for him to do
his punch and jump away. He will be stuck. Now near the crane and press the
F button (grab) for a cut-scene.

You have to chase after him. He will be in a parking lot. You have to jump a
lot to so be prepared. He will send out shock waves along side throwing cars
at you. Jump away from all of them. Very soon you will get a notification
telling you that it's safe to get on his back. Carefully jump and get on his
back. Land 5 punches and jump away. If you stay on it too long, he will damage
you when he falls on his back. After he falls on his back he will do a series
of attacks. He will give off a mega shock wave. After that he will charge at
you and do two mega punches followed by normal shock waves. Dont try to get on
his back until you get a notification saying it's safe to do so. Repeat the
previous strategy. When only 3 brackets of his life are left, he will begin
to charge at you all the time. Guide him towards a wall and jump out of the
way. Keep repeating until he falls down. Attack him till his life-bar ends
completely for a cut-scene.


V.Venom Again

You get control of venom again. This time silver sable is after you. Well not
exactly her, but her small army. In this mission you have to just run around
the city taking care of her mercenaries. Just use your locomotion jump and
tentacle zips to follow the arrow. You have to take out almost 10 groups of
mercenaries at different parts of the city. The best attack against them is
feeding on them. Yes, ignore everything else and just feed, feed and feed. This
way your health will stay up as well. But if the going gets a little too tough
then throwing a car is a very good alternative. Just keep feeding and going
for the next batch of mercenaries until a cut-scene starts.


VI.Spider Vs Alien

Complete any city goals you have before continuing.

Watch the cut-scene.

Boss Fight: Venom

This fight is pretty easy if you know what you are doing. DONT stay too close
to venom otherwise you suffer from a headache and you are left vulnerable for
a small period of time. Venom makes maximum use of that time. Plus if you
stay near him for too long, he will try to absorb you. Win the mini-game to
get out if thats the case. All you do is use aerial attacks. Press Double jump
and then press the kick button twice and spidey will automatically do a double
kick on Venom, back off after that and keep repeating this strategy until you
win the fight. Cut-scene.


VII.Ewww, whats that?

Complete all city goals to proceed the story.

Swing all the way home for a cut-scene.


VIII.Enter Electro

Complete all city goals to proceed.

You have to chase after Electro. Watch out at the start off the race as he will
give off a small electric charge. Jump to avoid it. During the race he will
give off massive electric discharges. This is a huge ball of electricity which
will not only damage you but throw you back. Normally when he is hovering at a
particular place he is about to give off the huge electric charge so get as
far away as possible. Keep using you super locomotion jump to scale buildings
in one jump. Keep up with him. When he says "Going Up", he will go a 200 feet
above, when he says "Reaching top floor" he is descending. Follow his path and
be vary of his sudden path changes. This chase can be a little tough but you
should be able to get it done within 8-9 retries.

Boss Fight: Electro

This fight is divided into two parts. In the first part Electro is very easy.
He has only three attacks right now. His first attack will be the usual bolt
of electricity which is easy to dodge and does minor damage. His second attack
is his massive electric discharge. Jump away when you see him recharging. His
third attack is not on you but on spider-man. If you stray too far, he will
begin to fry spider-man which is bad as he is yours. In this first phase just
keep wacking him being vary of his occasional attack until a cut-scene starts
in which he absorbs a lot of energy and turns blue. This part is a little
tough. The first thing you should do is take out as many electrical bill boards
as you can. Either throw cars at them or jump and punch into them. Be vary if
you stray too far he might begin to fry spider-man.

After you have taken care of all the signs, start throwing cars at him. He will
dodge a couple but will get hit eventually. He usually dodges the first 3 or 4
and gets hit by the next. Now he is temporarily vulnerable (2 seconds), either
throw a car at him or punch him. He will turn blue again. Keep repeating this
and if you took down most of the electrical signs, he WONT have anything to
recharge with and you can continue attacking him. Keep at it till he falls.


IX.Weird Suits are the Latest Fashion

Complete all city goals you have.

Watch the cut-scene. You have to chase beetle. This chase is easier then the
chase against Electro. Swing after him and very soon you will see a cut-scene
in which he damages the tunnel and two people are caught under it. Swing to
them and take them to the ambulance a little behind you one by one. They are
two of them. Intead of going through the tunnel, swing over it and and follow
the path swinging from the buildings towards the Queensborough Bridge and swing
all the way under it to the other side and resume the chase. Tail him and you
will see another cut-scene in which he flies through a window setting the
interior on fire. You need to save that women so swing over to her, grab
her and drop her near the ambulance. Resume the chase. He will try to block
your path by throwing some type of barriers in your way. Either swing over or
web zip them and continue the chase until a cut-scene starts. He damages a
car and three people are stuck in it. Free all three people in the car and
continue the chase avoiding his obstacles until a cut-scene starts. You have
to chase him again. Avoid all obstacles and keep at it until the chase ends.

Boss Fight: The Beetle

This is a pretty easy boss fight. You have two floors to place the fight on.
Both floors are okay for the battle. He has four attacks. He will fire laser
beam at you, which is easy to dodge. He will throw a type of laser grenade
which is a little tough to avoid. He will swoop down at you from mid-air, this
is easy to avoid. And he has a massive laser attack similar to Electro's
massive electric discharge although this one is easy to avoid. All you have to
do is wait for him swoop at you, dodge, press double jump and then press the
kick button twice to attack him and then jump away. That's it. Keep repeating
this and you will be done with him in no time. When he left is with only 1/3 of
his health, he just dissapears.


X.Big Mistake

Complete any city goals you have.

Boss Fight: Silver Sable

Venom goes out of control and you know have to fight silver sable. She is very
easy. She may have plently of agility and training but she is still a human
and weak. Just use your tentacle attack on her most of time jumping away when
she takes out her gun. You should only need to feed on one human through out
the fight. Just keep attacking her, you can also throw cars at her for extra
damage. Take her down for a cut-scene.

You know have to escape Silver Sable's men. This is four phase escape. In the
first part its just her men. Keep feeding on them. Dont attack them. Just feed
and feed until you get a message to make a run for it. Jump and jump and jump
all the way to the green marker for a cut-scene. Now helicopters join the
chase. You have to feed/take out atleast 10-15 more of Silver Sable's men while
the helicopter attacks you. Just keep feeding and jumping until you get a
message to make a run for it. Again ignore everything and jump and jump all
the way to the green marker for a cut-scene. One chopper down...more to go.
In this phase feed/take out another 10-15 of her men while avoiding the chopper
and then make a run for the green marker. This is the last phase. Jump down
some more of her men and run for the green marker for a cut-scene.


XI.Listen To Advise

Complete any city goals you have.

You now have to chase the green goblin. He is very easy to tail around. Just
keep swinging from building to building watching out for his occasional
fire-ball. Whenever your spider-sense tingles,double jump in any direction.
He usually throws two fire balls so double jump twice. Keep following him
and after some time he will drop a billboard and there are three people trapped
under it. Go to each one and win the mini-game to lift it up. While you are
doing it he will chuck fire-balls at you. Nothing can be done about it so just
hurry and then keep chasing him until a cut-scene starts.

Boss Fight: Green Goblin

This fight may look hard at first but its fairly easy. While Goblin is on
fire you CANT hurt him. He has a couple of attacks. He will thow three fire
balls at you, one at a time, they are easy to dodge as you just have to jump
out of the way. His second attack will be trying to jump on you, this is also
easy to dodge by jumping in the opposite direction. His third attack is a
pair of fireballs at the same time. This is a little tough to avoid. The best
way to avoid these is jumping the first one and then pressing the web swing
button to avoid the second one. The goblin will now be fatigued. This is your
chance. Land near him and keep attacking him till he regains his fire. Repeat
this strategy until you finish half of his health for a cut-scene.

In this phase of the fight the goblins attacks are changed. His still has his
fire balls so jump out of the way. He will try to jump on you three times in
succesion so be quick with the jump button. Now he will stand for one second
as if mustering all his strength into a single flame and try to jump on you.
JUMP away when he has almost landed as he will now give off a massive flame
discharge similar to Electro's massive electricity discharge. The goblin will
now be fatigued so keep attacking him until he regains his fire. Repeat this
strategy until you win.


XII.The most Wanted Guy (or alien) in Manhattan

Complete any city goals you have.

You have to chase after beetle. This is a very easy chase since you are venom
and you locomotion jump covers large distances plus beetle flies slowly.
Anyhow, keep chasing beetle from roof to roof watching out for his occasional
attack until you see a cut-scene. This was one of the easiest chases in the

Boss Fight: The Beetle

This is a difficult boss fight. It is also divided into two phases. The first
phase takes place inside a warehouse. In this area he will fly around dropping
laser bombs at you. Keep jumping to avoid them. Every now and then he stand
still at some place and fire lasers at you. Take a locomotion jump and try to
land near him like the goblin used to land near you. Start attaking him with
your tentacles immediately. He will begin to fly again. Sometimes he will take
out red coloured laser swords and will fly around and taken a sudden lunge at
you. This is the ideal time to attack him. Carefully watch him and just when
he is about to swiftly move towards you, start your tentacle attack and keep
attacking him until he flies away. Repeat the above strategy until his life
reduces to 50% and a cut-scene starts.

This is phase two of the fight and is even difficult then the previous. Watch
out for the pits here as they are very damaging. He is a fairly simple pattern
of attacks. He will go to any of the corners and do a laser attack covering all
the area. Watch him carefully and when he goes to the repective corner, use
your locomotion jump to jump straight into the field and slide down. Quick do
a tentacle attack on him while AVOIDING the pit. Repeat the above pattern 3-4
times and he will change attacks. He will now either take out his laser swords,
do a massive laser discharge or a super laser sweep. If he takes out the laser
sword then tentacle attack him when he tries to swing into you, if he does a
massive laser discharge, jump out of the way and then attack, if he does the
super laser sweep, watch out and jump towards his back and do either a tentacle
attack or a claw attack. Repeat the above strategy until you win.


XIII.Stronger Then a Very Large Horse

Complete any city goals you have.

Boss Fight: Silver Sable

This is a fairly hard fight considering you dont have your web-shooters. You
will only do one attack through out the whole fight and that's double jumping
and then pressing the kick button twice. Back off after that attack and repeat.
You should start by taking out silver sable's men. Now focus all your attention
on her being extra cautious when she uses her gun. Keep attacking her and after
some time, more of her men will attack. Take out all four of them first, DONOT
ignore them as their gun shots WILL damage you. Focus all your attention on
silver sable after that and watch the cut-scene when only 1/3 of her life bar
is left.

You now have to save the people. Start by going to the car that has nearly
fallen off. Silver Sable will help you. Win the mini-game twice. Now go to
the car behind you and save the person. Now wall crawl all the way to falling
man and take him. Drop him down and last of all, go towards the car silver
sable is standing near and win the mini-game. Watch the cut-scene. First you
get to fight her, now you have to save her!


XIV.A Super Hero's Work is Never Done

You have to chase after Venom. This is the toughest chase of the whole game.
You've played with venom plenty of times and you know he moves using the
locomotion jump which is like thrice as fast as your web swinging. Plus he
will be on top of rooftops while you will be swinging so you dont actually
get to see him and you have to rely on your in-game map. Just keep following
him making best use of your web swinging abilities. It would be helpful if
you have swing speed upgrade 3 or greater (win races against human torch).
Just keep trying until you end up winning. Dont be surprised if it takes you
more then 15 retries to beat him because it took me 18.

Boss Fight: Venom

You get to fight Venom again. Fighting against Venom should be very easy for
you by now. He has all his previous attacks with one addition. He will know
throw cars at you. Jump away to avoid. Remember you still cant stay too close
to venom for long periods of time. Just use one attack on him all the time
and that is double jumping and then pressing the kick button twice. Back off
after that and keep repeating the above strategy until you win. Oh! and venom
ignores Silver Sable most of the time so no need to worry about her.


XV.As If One Symbiote Wasn't Enough

Boss Fight: Carnage

Prepare for one long and hectic battle. You start in a small room. He has
four attacks some really hurt. He has a claw attack similar some what to yours
but avoidable. His major attack is when he screams.Jump away immediately
because he will do a massive tentacle attack just like all other massive
attacks you have faced. He will also zip towards you and attack so jump when
he does. He will also try to jump on you and try to attack you with his
tentacles, jump away. The best technique against carnage will be attacking him
2-3 times via your tentacles and then backing off while avoiding his attacks.
You should also throw carnage if you need to. He will eventually escape through
a door and start regaining health.

Win the mini-game to get through and see him escape yet again. Win another
mini-game and go through. Remember to feed on as many humans as you like but
make sure you throw carnage before you do it otherwise he will attack you
continously. He has a new set of moves. He has a long range grab. A little
tough of avoid. He can tentacle attack similar to yours. Plus if you leave him
alone he will automatically heal some of his health back. Just keep the
pressure on him attacking whenever there is an opening. Throw all types of
objects at him. Remember to throw him before feeding on people. Eventually
you will win. Watch the cut-scene.


XVI.Time for The Truth To Come Out

Boss Fight: Venom

This is going to be a difficult fight. Venom will try to destroy the helicopter
and you have to stop him. Since he has completely absorbed all particles, you
dont have to worry about any headaches affecting you. DONT jump near the
blades of the helicopter as you will suffer major damage by it's blades. Please
note that when Venom is attacking the helicopter, he is vulnerable to your
attacks so try to land as many punches and kicks on him before he replies back.
Dont try to jump when near the helicopter. When he is attacking you, you have
to attack him when he roars and then BACK OFF immedieately. If you fall off,
then swing back up. When you reduce his health to 1/3, phase 2 of the fight

This part is more difficult due to lack of space to move around. Be careful
about the blades of the helicopter and keep repeating the previous strategy.
If the going really gets tough then back off enough so that he focuses his
attention on the helicopter and then immediately attack him while he is
vulnerable. You will win eventually.


Congratulations on beating the game. Check the unlockables section plus you
can now free roam as Venom.



These are the things you can unlock after completing the respective side


1.Ultimate Spider-Man Comic Book Covers:

Find 75/75 comic tokens.


2.Concept Art:

New concept art is unlocked after each successfull chapter.



Find all landmark tokens to unlock 15 landmark art works.



The following the are the costumes you can unlock:

A.Spidey Wrestling Costume

You have to complete 30 city events alongside finding 30 tokens to unlock
this costume.


B.Peter Parker Costume

You have to complete 50 city events, find 50 tokens and beat the human torch
in the 4th race against him.


C.Parker Hoodie Costume

You have to complete 75 city events, find 75 tokens and complete 32 combat
tours to unlock this costume.


D.Arachnoman Costume

You have to complete 90 city events, find 90 tokens and complete 48 combat
tours to unlock this costume.


E.Symbiote Spider-Man Costume

You have to complete 100 city events, find 190/190 tokens and complete 36
combat tours to unlock this costume.


12-User Submitted Hints/Tips

In this section i will add all the hints/tips you guys send me.



13.The 616 Universe And The Ultimate Universe

The ultimate universe is very different from the 616 universe. Those people
who have only read the ultimate spider-man comics probably don't know about
616 universe. In this section i will give you details about the characters
in this game according to the 616 universe.



Real Name: Peter Parker
Occupation: Freelance photographer, adventurer
Identity: Secret
Legal Status: American citizen with no criminal record
Former Aliases: None
Place of Birth: New York City
Marital Status: Married
Known Relatives: Richard Parker (father, deceased), Mary Parker (mother,
deceased), Benjamin Parker (uncle, deceased), May Parker (aunt),Mary Jane
Watson-Parker (wife)
Group Affiliation: None
Base of Operations: New York City
First Appearance: AMAZING FANTASY #15

History: Peter Parker was orphaned at the age of 6 when his parents were
killed in an airplane crash overseas. He went to live with his uncle and aunt,
Ben and May Parker, in Forest Hills, New York. Parker was extremely bright
and became a high honors student at Midtown High School. Parker's shyness and
scholastic interest often made him a social outcast. One evening Parker
attended a public exhibition demonstrating the safe handling of nuclear
laboratory waste materials sponcored by the General Techtronics Corporation.
During the demonstration, a small Common House Spider happened to be in the
path of a particle accelerator's beam and was massively irradiated. The
stricken spider fell on to Parker's hand, broke his skin with its fangs, and
died. His hand burning from the bite, Parker left the exhibition. Parker made
his way home and passed through an unfamiliar section of the city where he was
accosted by a gang of hoodlums. Tossing the gang members aside, Parker was
shocked by his own display of strength. As he fled from them, he ran into the
path of a speeding car, and leaped to safety about 30 feet up onto a nearby
wall. To his growing surprise, he discovered that he was able to stick to the
wall with his fingertips. As he easily walked down a guy wire to the street
below, he realized that he now possessed a superb sense of balance. Parker
quickly associated these spider-like abilities with the bite from the
irradiated spider.

Parker went home, where his Aunt May sent him on an errand to deliver clothing
to a charity driver located in a nearby National Guard Armory. There he saw a
wrestling match witch offered a prize for anyone who could remain in the ring
at least 3 minutes with a professional wrestler. Interested in testing his
new-found powers, Parker decided to accept the wrestler's challenge. Wearing
a mask to conceal his features to avoid embarassment in cast he lost, he
easily defeated his opponent. A television producer's talent agent spotted him
and promised him a segment on a network variety show. Parker, calling himself
the Amazing Spider-Man, accepted the offer and decided to use it as a
springboard to a show business career as a spectacular stunt performer. Over
the next several evenings, Parker used equipment borrowed from his high school
to fabricate a fluid that imitated a spider's silk web, and spinneret devices
to project that fluid from his wrists in the form of a web strand. He also
silkscreened his original design for a costume onto a body stocking and full
head mask. Thus prepared, Peter Parker appeared as Spider-Man on national
television and was an immediate media sensation.

Just after the conclusion of the television show, a buglar, being pursued by
a security guard, ran by Parker who impetuously allowed him to pass although
he could have easily stopped him. When reprimanded by the guard, Parker
arrogantly replied he was a professional performer and that chasing
criminals was the guard's job. Parker promptly forgot the incident. A few
days later, Parker returned home to find that his Uncle Ben had been murdered
by a burglar. A police officer informed him that the burglar had been trailed
to a nearby abandoned warehouse where the police had him trapped. Grief
stricken, Parker rushed to the warehouse to seek vengeance. At the warehouse
Parker, as Spider-Man, easily captured the burglar and realized that he was
the same person that he had allowed to run past him earlier that day in the
TV studio. He realized that if he had acted responsibly earlier, he might
have prevented the death of his uncle. Filled with remorse, he realized that
with power comes responsibility, and he vowed to never shirk that
responsibility again.

Peter began to use his powers to fight crime. He also tried to join the hero
team Fantastic Four in their formative stages but was dismissed. As a solo
hero, Parker took pictures of his fights as Spider-Man using an automatic
camera, and then sold the pictures to the Daily Bugle. Spider-Man rapidly
became one of the most well-known citizens in New York City, although,
unfortunately, many people think of him as a menace due to the editorials
of Bugle's editor J. Jonah Jameson. Parker's main concern about Aunt May
was that, if she ever found out his secret identity as Spider-Man, it
would aggravate her weak heart condition.

During this time, Parker dated Betty Brant of the Daily Bugle, although
Liz Allen had a crush on him. At the same time, both Aunt May and her
neighbor, Aunt Anna, were encouraging Parker to date Anna's niece, Mary
Jane Watson, whom he would not meet until months later.

After high school, Parker enrolled in Empire State University, and divided
his time as a hero, a student, and photographer. Eventually, Parker moved
into his own apartment. During this time, he developed a relationship with
Gwen Stacey. Unfortunately, during Spider-Man's conflict with the original
Green Goblin, Stacey was killed. Some time later, Parker developed a steady
relationship with Mary Jane. Parker proposed marriage, although Mary Jane
declined, and soon left Parker's life for many months.

Eventually, Parker graduated from ESU, and pursued his career as a hero
and photographer. As he continued to live on his own, as his Aunt May decided
to transform her house into a senior citizens' boarding house. At one point
Parker began a romantic relationship and heroic partnership with the Black
Cat, although Parker later broke it off due to the Black Cat's disdain for
Parker's life apart from being Spider-Man.

Prior to this, Spider-Man was among the heroes kidnapped by the powerful
Beyonder to fight in his so-called "Secret Wars." When his costume was
damaged, Parker tried using the futuristic technology on the Beyonder's
planet to repair it, and instead, replaced it with an alien "symbiote"
which transformed into a black version of Spider-Man's costume, perhaps
based on the newly appeared Spider-Woman. Parker used the symbiote for
his costume, which was capable of transforming into street clothing as
well as generate webs. When the costume behaves strangely, Parker sought
help from the Fantastic Four's Mister Fantastic, who first discovered the
costume was a living organism. He helped remove the costume by force, and
kept it in the Fantastic Four headquarters for captivity. The symbiote
would later escape, plaguing the life of Parker again and ultimately
merging with Parker's enemy Eddie Brock, creating the villain Venom.

As Spider-Man, Parker has met and fought alongside nearly every hero in
Manhattan, if not the world. Although he had fought with the hero team
Avengers many previous times, he tried to join their number when he learned
of the financial stipend their members received. Parker helped them stop an
invasion and subsequent breakout of the energy research and villain interment
facility, Project Pegasus. Spider-Man was deemed, however, to disrupt the
team's cohesiveness, and was denied membership. Later, however, Parker
would meet the international mercenary Silver Sable, and Spider-Man would
often work on her behalf.

Later still, Mary Jane returned to Parker's life, and, after a battle
between Spider-Man and the Puma, she revealed that she had known (or at
least suspected) Peter Parker's secret identity from almost the beginning
of his career. Soon after, the two were married.

Peter's old friend Harry Osborn leased the couple a loft in the building
that Harry and his family are also living in. Mary Jane's niece Kristie
temporarily moved in with the Parkers at one point. Eventually, however,
the Parkers had to move into a room in Aunt May's house due to financial

Once again Spider-Man allied with the Avengers to stop the alien Nebula
from destroying reality with her Infinity Union. An increasingly unnerved
Spider-Man, unaccustomed to dealing with cosmic-scale menaces, accidentally
allowed Nebula to absorb the power of the Infinity Union, although the
Avengers, Spider-Man, and the alien Stranger thwarted her regardless.
Parker was told again that Spider-Man may not be suited for Avengers
membership, although later he was inducted into their number on a
provisional basis.

Parker later returned to his studies and postgraduate work as a lab
assistant at Empire State University. During this time, Parker was
briefly endowed with the powers of Captain Universe, in order to stop a
series of robots, including the mutant-killing Sentinels. Once the
menace was defeated, the extra powers left Parker.

Later still, Aunt May suffered a debilitating heart attack and died. This
also led to Parkers meeting Ben Reilly, whom he had fought earlier as a
clone of himself. Reilly created a similar spider-costume, dubbed the
Scarlet Spider by the Daily Bugle, and helped Spider-Man in his adventures.
Later, Mary Jane became pregnant. Peter and Mary Jane briefly moved to
Seattle, as Parker considered retiring from being Spider-Man in order to
start a family.

Reilly eventually assumed the identity of Spider-Man himself, since the
villain Doctor Octopus II tarnished the reputation of the Scarlet Spider.
Mary Jane, meanwhile, was to give birth to baby May Parker, but has rushed
to the hospital under the pretense of medical emergency. The baby was stolen
by the original Green Goblin, unknown to the Parkers, who were told the
baby died in miscarriage. When the Green Goblin tried to kill Peter Parker,
Ben Reilly jumped in front of the Goblin's glider, sacrificing himself to
save Parker.

After many more months of adventuring, Spider-Man was framed for a crime
and increased pressure was placed on capturing him. In order to continue
his crime-fighting career and investigate the fraudulent claims, Parker
relinquished his Spider-Man identity while creating four unique and separate
ones: Dusk, Hornet, Prodigy, and Ricochet. As Dusk, Parker was able to
investigate the villain Trapster and publicly exonerate Spider-Man, at
which point he resumed the identity.

When the Avengers were attempting to reform their number after disbanding
for a year after the crisis known as Onslaught, Spider-Man was contacted
due to his past affiliation with them. However, by his own choice Parker
decided to dissolve ties with the Avengers.

Aunt May was later discovered to be alive; the woman who seemingly died
was in actuality an actress. Parker, Mary Jane, and Aunt May moved to an
apartment in Manhattan. Parker had promised Mary Jane to give up his
Spider-Man identity, but he would continually sneak out at night as
Spider-Man. Their marriage began to strain, in part because of a new modeling
career of Mary Jane and in part because Parker's sneaking was discovered.
Before they could reconcile, however, Mary Jane was believed to have been
killed by a bomb in an airplane. For a long time, Parker refused to believe
her killed, but eventually grew to accept it.

More recently, however, Parker discovered Mary Jane was alive, captured by a
villain who had been stalking her prior to her airplane flight. After a
brief reconciliation, Mary Jane requested to leave Parker once more, saying
that she needed time to adjust by herself.

Height: 5 ft. 10 in.
Weight: 165 lbs.
Eyes: Hazel
Hair: Brown

Know Superhuman Powers: Spider-Man possesses superhuman strength, reflexes,
and equilibrium; the ability to cause parts of his body to stick with great
tenacity to most surfaces; and a subconscious premonitional "danger" sence.
The irradiated Common House Spider (Achaearanea tepidariorum) which bit
Peter Parker was apparently already mutated from prior exposure to certain
frequencies of radiation and received a final, lethal dose during Parker's
attendance of the exhibition. The radioactive, complex mutagenic enzymes in
the spider's blood that were transferred at the time of the bite triggered
numberous body-wide mutagenic changes within Parker.

Spider-Man's overall metabolic efficiency has been greatly increased, and
the composition of his skeleton, inter-connected tissues, and nervous system
have all been enhanced. Spider-Man's musculature has been augmented so that
he can lift (press) about 10 tons. His reflexes are faster than an average
human by about a factor of 15 (he is often able to dodge bullets, if he is
far enough away). Spider-Man is extraordinarily limber and his tendons and
connective tissues are twice as elastic as the average human being's, despite
their enhanced strength. He has developed a unique fighting style that makes
full use of his agility, strength, and equilibrium.

Spider-Man's exposure to the mutated spider venom induced a mutagenic,
cerebellum-wide alteration of his engrams resulting in the ability to
mentally control the flux of inter-atomic attraction (electrostatic force)
between molecular boundary layers. This overcomes the outer electron shell's
normal behavior of mutual repulsion with other outer electron shells and
permits the tremendous potential for electron attraction to prevail. The
mentally controlled sub-atomic particle responsible for this has yet to
be identified. This ability to affect the attraction between surfaces is
so far limited to Spider-Man's body (especially conetrated in his hands
and feet) and another object, with an upper limit of several tons per
finger. Limits to this ability seem to be psychosomatic, and the full
nature of this ability has yet to be established.

Spider-Man possesses an extrasensory "danger" or "spider" sensewhich
warns him of potential immediate danger by tingling sensation in the back
of his skull. The precise nature of this sense is unknown. It appears to
be a simultaneous clairvoyant responce to a wide variety of phenomena
(everything from falling safes to speeding bullets to thrown punches),
which has given several hundredths of a second's warning, which is sufficient
time for his reflexes to allow him to avoid injury. The sense also can
create a general resonse on the order of several minutes: he cannot discern
the nature of the threat by the sensation. He can, however, discern the
severity of the danger by the strength of his response to it. Spider-Man's
fighting style incorporates the advantage that his "spidey-sense" provides him

Weapons: Spider-Man uses web-shooters which are twin devices worn on his
wrists which can shoot thin strands of a special “web fluid” at high pressure.
The web fluid is a shear-thinning liquid (virtually solid until a shearing
force is applied to it, rendering it fluid) whose exact formula is as yet
unknown, but is related to nylon. On contact with air, the long-chain polymer
knits and forms an extremely tough, flexible fiber with extraordinary
adhesive properties. The web fluid’s adhesive quality diminishes rapidly with
exposure to air. (Where it does not make contact with air, such as the
attachment disk of the web-shooter, it remains very adhesive.) After about 2
hour, certain imbibed ether cause the solid form of the web fluid to dissolve
into a powder. Because the fluid almost instantly sublimates from solid to
liquid when under shear pressure, and is not adhesive in its anaerobic
liquid/solid phase transition point, there is no clogging of the
web-shooter’s parts.

The spinneret mechanism in the web-shooter is machined from stainless steel,
except for the turbine component, which is machined out of a block of Teflon
and the two turbine bearings, which are made of amber and artificial sapphire.
The wristlet and web fluid cartridges are mainly nickel-plated annealed brass.
Spider-Man’s web cartridge belt is made out of brass and light leather and
holds up to 30 cartridges. The cartridges are pressurized to 300 pounds per
square inch and sealed with a bronze cap which is silver soldered closed.
The wristlets have sharp steel nipples, which pierce the bronze cap when the
cartridges are tightly wedged into their positions. A palm switch that is
protected by a band of spring steel, which requires a 65 pounds pressure to
trigger, actuates the hand-wound solenoid needle valve. The switch is
situated high on the palm to avoid most unwanted firings. A rubber seal
protects the small battery compartment. The effect of the very small
turbine pump vanes is to compress (share) the web fluid and then force it,
under pressure, through the spinneret holes which cold-draws it (stretches
it: the process wherein nylon gains a four-fold increase in tensile strength),
then extrudes it through the air where it solidifies. As the web fluid exits
the spinneret holes, it is attracted to itself electro statically and thus
can form complex shapes. The spinneret holes have three sets of adjustable,
staggered openings around the turbine, which permit a single line, a more
complex, spun web line, and a thick stream. The web line’s tensile
strength is estimated to be 120 pounds per square millimeter of cross
section. The 300 pounds per square inch of pressure in each cartridge is
sufficient to force a stream of the complex web pattern an estimated 60
feet (significantly farther if shot in a ballistic parabolic arc).


II.Mary Jane

Real Name: Mary Jane Watson-Parker
Occupation: Former student and Professional fashion model and actress
Identity: Publicly Known
Legal Status: Citizen of the United States with no criminal record
Other Aliases: MJ
Marital Status: Married
Known Relatives: Philip Watson (father), Madeline Watson (mother, deceased),
Judge Spencer Watson (uncle), Martha (aunt), Gayle Watson Byrnes (sister),
Timothy Byrnes (ex-brother-in-law), Tommy Byrnes, Kevin Byrnes (nephews),
Frank Brown (mother's cousin), Peter Parker (husband), May Parker (husband's
Group Affiliation: None
Base of Operation: New York City
First Appearance: (first mentioned) AMAZING SPIDER-MAN #15, (first appeared,
but with face unrevealed) AMAZING SPIDER-MAN #25, (face revealed) AMAZING

History: Mary Jane Watson-Parker is the daughter of Philip and Madeline
Watson, who met as students in college. Although Madeline wanted to move to
New York City to pursue an acting career, she gave up this ambition to be
with her husband, Philip, who took a teaching position at a small college.
Mary Jane's sister, Gayle, was born about eighteen months after their
marriage, and Mary Jane herself was born four years later. Philip was an
alcoholic and the marriage of Mary Jane's parents was an unhappy one.

Philip Watson kept changing teaching jobs and moving form one college to
another. In order to make friends as her family moved to different
locations, May Jane began developing the extroverted, fun-loving personality
that she would cultivate for years to come. Her good humor was her means of
compensating for and escaping from her deep unhappiness over the growing
tension in her family. Finally, Madeline left Philip, taking her daughters
with her, and went to stay with various relatives.

Mary Jane's favorite relative outside her immediate family was her aunt,
Anna Watson. Anna introduced Mary Jane to her friend and neighbour, May
Parker, whose nephew, Peter, was only a year older than Mary Jane. Mary Jane
first saw Peter out of a window of Anna's house one autumn when she was
twelve or thirteen; he was sweeping leaves and did not see her.

It was in Peter's sophomore year that he underwent the accident that gave him
his superhuman powers and he took on the secret costumed identity of

Mary Jane, Gayle, and their mother moved in with Madeline's cousin, Frank
Brown. Gayle began dating high school honors student Timothy Byrnes and
continued her studies with dance. Mary Jane began doing amateur acting in
school and dreamed of someday becoming a famous actress on Broadway of in
films. Her performance early on as Juliet in a school production of Romeo
and Juliet was not a success, but she later did far better playing Blanche
DuBois in a high school production of A Streetcar Named Desire. Over these
years she also performed in other school plays and at least one musical.

After graduating high school, Gayle gave up her dance studies and married
Timothy Byrnes; she soon became pregnant.

Mary Jane first saw Peter Parker as Spider-Man when he performed on television
soon after gaining his superhuman powers. She was impressed by him, thinking
he was a kindred spirit to her. Mary Jane was visiting her aunt Anna on the
night when an unidentified burglar shot and killed Peter Parker's uncle
Ben. Watching from a window, Mary Jane saw the frantic Peter run into his
house and then saw Spider-Man emerge from the Parker house's upstairs
window. Mary Jane immediately realized that Peter Parker was Spider-Man,
but she decided to keep the information to herself, unable to deal with the
confused emotions the discovery awakened in her.

Peter, Peter's aunt May Parker and Anna Watson tried to set up a date between
Peter and Mary Jane, who still had not actually met each other. May thought
that Mary Jane had much in common with Peter and would make a good girlfriend
for him. May even hoped that Peter would someday marry Mary Jane. May did not
tell Peter about Mary Jane's past but tried to get him to meet and date her.
Peter, however, had already fallen in love with secretary Betty Brant, and
was being flirted with by his classmate, Liz Allan. He did not want any
further romantic entanglement and, moreover, assumed that a girl his aunt
wanted him to date would probably be dull and unattractive. Knowing Peter
was Spider-Man, Mary Jane did not want to get involved with him and called
off the date.

One day Mary Jane came to May Parker's house, where May hoped she would
finally meet Peter, but Peter was absent, since, as Spider-Man he was busy
fighting the first of the Spider-Slayer robots. However, Betty Brant and
Liz Allan dropped by the house and were astounded by the beauty of the girl
they immediately regarded as their competitor for Peter.

However, Peter's romantic relationships with Betty and Liz came to an end,
although he has remained a close friend of both. He began his college work
at New York City's Empire State University, where he met and became
attracted to a fellow student, Gwendolyne Stacy.

Gayle and Timothy Byrnes had their first son. However, the stress that
Timothy suffered in trying to support a family while attending college led
to marital discord, and Timothy left Gayle after she again became pregnant.
Mary Jane was pained by the family turmoil, but found escape from her
troubles in her acting and partying.

Soon, Madeline fell seriously ill. Mary Jane gave up her acting at school and
took a series of after-school jobs to help support the family. However,
Madeline finally died, and Mary Jane, terribly upset, left home. She was
determined not to sacrifice her dreams of happiness as Madeline, Gayle, and
Timothy had done. She arrived at Anna Watson's house on a Saturday, and Anna
decided to invite May and Peter Parker over for Sunday dinner so Mary Jane
could finally meet him.

That Sunday Mary Jane found an apartment for herself in Manhattan's East
Village. Later that day the Parkers arrived at Anna Watson's house for
dinner. When Anna introduced Peter to Mary Jane, he was immediately
overwhelmed by her beauty and charm. After dinner Peter and Mary Jane
watched a rock music program on television, which was interrupted by a news
bulletin about the escape of Spider-Man's enemy, the Rhino. Perhaps realizing
that Peter would want to go after the Rhino as Spider-Man, Mary Jane
suggested they go on his new motorcycle to see if they could spot the
escaped criminal. Peter agreed, but after they found the Rhino, Peter left
her, claiming that he had to take pictures in his role as a freelance
photographer for New York City's Daily Bugle. Mary Jane was delighted to
see Spider-Man appear a short time later to battle Rhino.

Soon afterwards, Peter introduced Mary Jane to his friends, Gwen Stacy,
Harry Osborn, and Flash Thompson. Gwen was jealous of Mary Jane, who then
went on a date with Peter. Shortly thereafter, Mary Jane went on a date with
Osborn. But later still, Osborn arranged a double date: himself with Gwen,
and Peter with Mary Jane. Gwen was still jealous, and Peter, though he was
strongly attracted to Mary Jane, found himself still more interested in
Gwen. Gwen and Mary Jane competed for Peter for some time, but Peter and
Gwen continued to grow closer together.

Mary Jane was hired as a dancer at a New York City dance club called the
Gloom Room, which was secretly a front for the crime lord known as the
Kingpin. During a gunfight there, a criminal tried to use Mary Jane as a
shield, but Spider-Man rescued her. This was Mary Jane's first meeting with
Peter Parker in his Spider-Man guise.

During a temporary split between Peter and Gwen, Mary Jane tied to become
Peter's girlfriend again. However, Peter was deeply in love with Gwen and
turned Mary Jane down, to Mary Jane's surprise. Gwen and Peter resumed their
relationship, which grew increasingly strong. Mary Jane went back to being
Harry Osborn's girlfriend, but still flirted with Peter.

Later, Harry's father, Norman, who was secretly the first criminal known as
the Green Goblin, murdered Gwen Stacy to take revenge on Spider-Man, whom he
knew to be Peter Parker. After Gwen's death was avenged, the disconsolate
Parker returned to his apartment to find a sorrowful Mary Jane waiting
there for him. Angry and distraught, Peter rejected her sympathy, charging
that the happy-go-lucky Mary Jane would not be upset if her own mother died.
Peter did not realize that, in fact, Mary Jane had lost her mother.
Remembering her own past heartbreaks, Mary stayed with Peter to comfort him.

Mary Jane broke up with Harry Osborn, who was becoming increasingly unstable
as a result of his father's death. But, claiming she was tired of Peter's
depression, she decided not to become further involved with him.
Subsequently, Peter, as Spider-Man, rescued Mary Jane from the third Vulture.

At a party, Mary Jane feigned indifference toward Peter. But later that night
she said that she did not want to be in love with Peter because she liked him
too much. Presumably, Mary Jane feared somehow being emotionally hurt in a
serious relationship with Peter similar to the way she had been hurt in
relationships with member of her family.

Nevertheless, Mary Jane and Peter continued seeing each other. Harry Osborn
went mad, became the second Green Goblin, and set a bomb that nearly killed
Mary Jane and Peter. Mary Jane was hospitalized, and Peter was greatly
concerned about her. Later, the second Goblin captured Mary Jane in an
attempt to strike at Spider-Man, but she was unharmed and was released

Just before he left on a trip to Europe, Mary Jane and Peter exchanged a
long, passionate kiss at the airport that was a turning point in their
relationship. Mary Jane realized that their relationship was becoming serious
and was astonished to discover the depth of her own feelings for Peter.

The and after returning, it seemed for a brief while the mary Jane might
lose Peter to young woman who was a look-alike for the deceased Gwen Stacy.
May Parker, still determined on a match between Mary Jane and Peter, urged
Mary Jane to take the initiative in winning Peter back. After Peter and the
Gwen look-alike agreed to part, Peter found in Mary Jane waiting for him at
his apartment and he was overjoyed to see her.

Peter realized that he was in love with Mary Jane and even hinted to her
shortly afterwards that he wanted to marry her.

Sometime later, Mary Jane became angry and Peter when he left her on a date
so he could investigate the killing as Spider-Man. She retaliated by going on
a date with Flash Thompson. Mary Jane told Peter that she was uncomfortable
with having a serious relationship and disappointed of the way he was
continually leaving her to take photographs for the Bugle. (Of course,
she knew he was actually leading to go into action as Spider-Man, thus
risking his life.)

However, Peter Mary Jane recalls once more, and when she helped Liz Alan
chews a wedding gown for her upcoming marriage to the recovered Harry
Osborn, Mary Jane wondered aloud what Peter would think of seeing herself
wearing one.

Finally, Peter visited Mary Jane and presented her with a box of cracker
Jacks in which she found a real diamond ring he had put inside. Peter then
proposed to her, but the startled Mary Jane said she needed time to think
about it. She soon return the ring, claiming shoes too much of her free
spirit to settle down with one man.

Peter and Mary Jane remain friends, but Mary Jane was upset by his departure
on to the dates to go into action as Spider-Man and began avoiding him. She
worked at another dance club called Studio 52.

Mary Jane grew increasingly upset over the knowledge that Peter, whom she
cared for so deeply, was constantly risking his life as Spider-Man. At last,
having finished college, Mary Jane left New York and went to Florida to help
her Aunt Anna settle there. However, Mary Jane's real motive in leaving was
to get away from Peter Parker and Spider-Man.

In her absence, Peter had other romantic relationships, including one with a
female costing adventurer known as the Black Cat. Eventually Mary Jane
returned to New York and after a while the steady work as fashion model.
Various friends tried to revive the romance between Peter and Mary Jane, but
both of them resisted. Mary Jane dated a number of actors and men in the
fashion industry, was pleased to have her just as a front.

One day one of Spider-Man adversaries, the Puma, used his tracking ability and
superhuman senses to track Spider-Man down to Peter Parker's apartment where
Mary Jane was there visiting. Peter pushed her out of the apartment just
before the Puma broke in. Mary Jane could hear the battle between Spider-Man
and the Puma through the apartment's locked door. After the battle is over,
Mary Jane went to Peter and told him she could no longer bear worry about the
dangers he puts himself in and told her she knew he was Spider-Man. still,
Mary Jane had no actual proof of Peter's double identity until at that
moment the Black Cat, who is known to be Spider-Man companion, arrived at
the apartment. In tears, Mary Jane hurriedly left the apartment.

Mary Jane was about to leave New York but decided she would not run away from
Peter. Returning to him, she told Peter her life story for the first time,
and Peter decided he could trust her with his secret. Peter Mary Jane
decided to stay together as close friends and confidants, while ruling out
the possibility of becoming romantically involved once more.

At long last Peter had a friend for whom he felt he did not have to hide his
secret life as Spider-Man. Mary Jane continued to worry intensively about
Parker for risking his life, but remained steadfastly with him as his friend,
even bravely facing danger posed to both of them by the original Hobgoblin
and a new version of the Spider Slayer. As time passed, Peter and Mary Jane
realized that they were deceiving themselves about the depth of their
feelings for one another, and that they were very much in love. Peter
proposed marriage to Mary Jane the second time. She did not accept
immediately. She left for Pittsburgh, where her sister, Gail, had been sent
to prison. Mary Jane helped the police arrest the real culprit, her father,
Philip, who head stolen the rear manuscript. Mary Jane was reconciled with
Gail after the years of tension between them. Right afterwards Mary Jane
accepted Peter's proposal.

Peter and Mary Jane got married on the front steps of New York City's City
Hall, with her uncle, Spencer Watson, a judge, presiding over the ceremony.
They spent their honeymoon in France and made their home in a condominium
apartment that Mary Jane was able to afford thanks to her highly successful
modeling career.

However, a multi millionaire named Jonathon Caesar became obsessed Mary Jane
and even held her prisoner for a time. Marry Jane regained her freedom and
Caesar was sent to prison. However Caesar took his revenge for being
rejected by Mary Jane by having her and Peter evicted from their apartment.
Moreover, Caesar used his influence to blacklist Mary Jane from getting
modeling jobs, and has even gone so far as to purchase companies to prevent
them from hiring her. Her savings frozen to legal matters, Mary Jane and
Peter moved into the home of May Parker for a time.

However, Peter and Mary Jane have now moved into a new apartment in a
building that is owned by their friend Harry Osborn and is located in
Manhattan's SoHo district. Mary Jane has also returned to acting in her one
role on a daytime serial secret hospital.

Height: 5 ft. 8 in.
Weight: 120 lbs.
Eyes: green
Hair: Red

Strength Level: Mary Jane Watson-Parker possesses a normal human strength of
a woman of her age, height and build linkages in moderate regular exercise.

Known Superhuman Powers: none

Other Abilities: Mary Jane Watson-Parker is an accomplished professional
actress, dancer, and model.



Real Name: Edward “Eddie” Brock
Occupation: Former journalist for the Daily Globe
Identity: Known to legal authorities
Legal Status: Citizen of the United States with a criminal record
Other Aliases: None
Place of Birth: New York City, New York
Marital Status: Single
Known Relatives: None
Base Operation: New York
First Appearance: (as alien costume) SECRET WARS #8, (behind the scenes)
WEB OF SPIDER-MAN #18, (actual appearance) AMAZING SPIDER-MAN #300

History: On Battleworld, a planet created by a being calling himself the
Beyonder, the crime fighter known as Spider-Man obtained a sleek, black
costume when his familiar red-and-blue one was ripped into tatters. After
the Asgardian thunder god, Thor had acquired a new cape and helmet from a
bizarre machine that replicated fabric, Spider-Man attempted the same feat,
but mistakenly reached into a machine that housed a strange symbiote, one of
the many odd life forms encountered on Battleworld.

When Spider-Man grabbed the little black ball, it instantly slithered over
his body, covering him from head to toe. But it did not pattern itself after
his red-and-blue costume. Rather, it took on the appearance of the garment
worn by the new superhuman adventurer on Battleworld and Spider-Woman, whom
Spider-Man had been admiring.

The web spinner was amazed at the properties of his new suit, but never
question the mechanism behind them. For instance, it could mimic any type
of clothing whatsoever, making Spider-Man’s need for spare clothing
obsolete. It also contained a “dimensional aperture” where he could place his
camera, spare change, and other items without adding to the bulk of the
costume. The costume was also equipped with its own web-shooter and seemingly
contained an unlimited supply of webbing.

Once Spider-Man returned to Earth, the alien costume could not tolerate being
separated from its host for long periods of time. At night, when Spider-Man’s
alter ego, Peter Parker, slept, the symbiote would engulf him and send the
somnambulator to battle evil.

Late, Spider-Man battled the Puma, who perceived that the wall-crawler’s webs
were organic. Startled by this revelation, Spider-Man accepted Reed Richards’
offer to study the costume. Richards learned that the costume was actually a
living alien symbiote, a parasite trying to graft itself permanently to
pider-Man both mentally and physically. Richards succeeded in separating the
alien costume from its host by shooting it with a “sonic blaster.” He then
contained the being in a special environmental cell.

But the alien was much more intelligent than anyone perceived. It escaped
from its cell and made its way to Peter Parker’s closet where it waited,
disguised as a spare red-and-blue costume. Spider Man unwittingly donned
the costume, which immediately made itself apparent. He brought it to the
tower at Our Lady of Saints Church gambling the intense sound of its bells
would destroy it.

Spider-Man lost the gamble, and he succumbed to the bells before the
costume did. However, the empathic parasite had preyed upon the emotions
of Spider-Man long enough to learn how to feel, and in feeling, to act.
Sacrificing itself, the alien costume save Spider-Man, who assumed it
then, crawled away to die.

Actually, the symbiote, weak and dying, slithered down into the church
where Eddie Brock kneeled in prayer at the altar. Raised a Catholic, he
was begging forgiveness for the suicide he was contemplating. Brock had
been a successful columnist for the newly revived Daily Globe until he began
writing a series of articles about the “Sin-Eater murders”. A bogus offender
had confessed to Brock about committing the murders. Protecting the
“murderer’s” identity under the First Amendment, Brock related his story
everyday in the Globe until mounting pressure from the authorities forced
him to write an exclusive revealing the murderer.

Although that edition of the paper sold out immediately, Spider-Man soon
revealed the true identity of the Sin-Eater to be Detective Stan Carter,
making Brock a laughingstock among his fellow journalists. Fired from
the Daily Globe, he was forced to write venomous drivel for scandal
newspapers. Brock blamed his predicament on Spider-Man.

Brock began an intense physical workout program hoping to reduce the
stress his life had become. However, such physical exertions only
increased his violent obsession with Spider-Man. Although his body had
been honed to near-perfection, Brock’s mind was reduced to an all
consuming vessel of hatred.

It was this statement of fierce emotion that attracted the empathic
parasite. In order to survive, the alien costume had to feed off the
nearest and greatest source of emotion. The symbiote joined mentally
and physically with Brock, whose emotions overwhelmed the already confused
alien. The dominant thought on both their minds was that of Spider-Man.
But Brock’s sheer hatred for the crime fighter twisted the costume’s
feelings to a similar extent. In effect, Brock’s emotions drove the
symbiote insane, just as their bonding may have driven Brock over the edge.

Brock soon discovered that the costume gave him all the powers of Spider-Man,
and more besides. It also added bulk to his already large frame and increased
his strength to superhuman levels. Calling himself “Venom,” Brock directed
the costume to sprout a hideous grin and plotted his revenge.

Through the costume, Venom learned a great deal about Spider-Man, including
his secret identity. Brock taunted Peter Parker with minor assaults, such
as pushing him in front of a moving subway train. The alien costume could
cancel out the wall-crawler’s spider-sense presumably by projecting
conflicting frequencies upon the brain waves, which act as its mechanism.

Venom finally made a bold move when he confronted Parker’s wife, Mary Jane
Watson-Parker, at their old Chelsea apartment. Although Venom’s twisted
sense of morality did not allow him to physically harm Mary Jane,
Spider-Man immediately realized the nature of this threat.

Taking the time to retrieve the sonic blaster from the Fantastic Four,
Spider-Man challenged Venom at Our Lady of Saints Church. Although he fired
the blaster at Venom, Spider-Man soon discovered that the symbiote could not
be separated from Brock because it had completely bonded with him. Trying to
escape and rethink his options, Spider-Man was caught unawares by Venom. He
captured Spider-Man and secured him to the inside of the church bell with
a considerable amount of webbing.

Spider-Man narrowly escaped the bell’s crushing clapper before defeating
Venom by forcing him to deplete his webbing supply, of which the alien
symbiote was actually comprised. Before the alien could regenerate enough of
its mass to become a renewed threat, Spider-Man brought Venom to the
Fantastic Four who imprisoned him in a sonic containment cell. The
Fantastic Four then shipped Venom to the government super-prison in the
Colorado Rockies called the Vault.

Venom later escaped the Vault by directing the alien costume to disguise
itself as a guard’s uniform. A young guard who had just been assigned to
the Vault was fooled into thinking that Venom was a fallen colleague and
released the gate mechanism, which imprisoned the criminal. Venom killed
the naïve guard and escaped to New York City, where he once again confronted

This time Spider-Man used psychological warfare upon Venom, by taunting the
alien symbiote to return to him. The alien, torn by its love-hate
relationship for Spider-Man, tried to leave Brock and to re-establish its
link with its original owner. But the trauma of trying to detach itself from
Brock’s nervous system was too much to bear. The alien costume and Eddie
Brock were both knocked unconscious and were subsequently returned to the
Vault, where they are now incarcerated.

Height: 6 ft. 3 in.
Weight: 260 lbs.
Eyes: Blue
Hair: Redish Blond

Strength Level: Venom possesses superhuman strength enabling him to lift
(press) almost 11 tons.

Known Superhuman Powers: The alien costume, which has grafted itself to
the nervous system of Eddie Brock, somehow absorbed the powers of Spider-Man
during its brief symbiotic relationship with him. These powers have now been
transferred to Brock, so long as he wears the costume. Brock had conditioned
himself to lift (press) almost 700 lbs. Before he came into contact with the
costume. Once they merged, the costume added Spider-Man’s superhuman strength
to Brock’s vast human strength, making him more powerful than Spider-Man.

The alien costume also replicates Spider-Man’s ability to cling to walls by
controlling the flux of inter-atomic attraction between molecular boundary

Venom can also shoot strands of the alien’s substance in the form of
“webbing” at high pressure up to a distance of 70 feet. The alien’s
substance seems to be composed of tough, flexible fibers of organic
polymers, which regenerate swiftly after “shedding.” The strands have
extraordinary adhesive properties, which diminish rapidly once they
abandon their living source. After about three hours, with no source to
nourish them, the strands dry up like dead skin and dissolve into a powder.
The strands possess a tensile strength of 125 pounds per square millimeter
of cross section.

Venom also possesses an extrasensory ability similar to Spider-Man’s
spider-sense. This response is not as complicated as Spider-Man’s inherent
sense since the alien costume can detect danger from every direction and
conduct Brock in plenty of time. It is not as efficient as Spider-Man’s
spider-sense because it takes longer to communicate the danger, and
Brock’s reflexes are not as fast as Spider-Man’s, even though they
are enhanced by the alien costume. It is unknown whether Venom could
dodge a gunshot or a barrage of bullets.



Real name: Cletus Kasady
Occupation: Convict
Group affiliation: None
Base of operations: New York City
First appearance: Amazing Spider-Man (Vol. 1) #344 (as Cletus Kasady, 1991),
Amazing Spider-Man (Vol. 1) #360 (as Carnage, 1992)

History: Homicidal maniac Cletus Kasady was serving 11 consecutive prison
terms when an opportunity for early parole presented itself in the form of his
new cellmate: Eddie Brock, human host to a symbiotic costume once worn by the
wisecracking, wall-crawling super hero known as Spider-Man. Monster and man
had merged to become the villainous Venom, but Brock was separated from the
alien during a battle with the web-slinger. While Brock waited for the
symbiote to spring him from prison, Kasady entertained him with his homicidal
philosophy on life: Even the average person can commit murder, if only he
has the courage.

As anticipated, the Venom symbiote attempted to free Brock by inciting a
destructive jailbreak. Unknown to its human host, the alien was pregnant.
It gave birth during the disastrous rescue. Left behind in the midst of the
riot that ensued, the symbiote's spawn bonded with Kasady. Empowered far
beyond the levels of Spider-Man and Venom, he made good his escape -- intent
on using his newfound power to disseminate his lethal doctrine.

Embarking on a citywide killing spree, Carnage was confronted by Spider-Man.
However, the wall-crawler's amazing arachnid-like abilities were insufficient
to subdue the thrice-strong serial killer. Spider-Man was forced to enlist
the aid of the Fantastic Four, the greatest team of superhuman adventurers
ever assembled. He also sought the assistance of another, more dangerous
ally: Venom, his hated foe. But the villain despised its offspring even
more, and agreed to help. Facing the combined might of Spider-Man, Venom
and the Fantastic Four, Carnage was captured and imprisoned at the
Ravencroft Asylum.

Perhaps due in part to his insanity, Carnage's strength and abilities far
exceed those of his predecessors, Venom and Spider-Man. Once, he even
dispatched his symbiote through a phone line by reducing the alien to its
cellular level. When an army of symbiotes invaded Earth, Carnage learned
to feed on other aliens to increase his own mass. However formidable,
almost all his bloodthirsty endeavors have culminated with his return to
the Ravencroft Asylum, where the search continues for a cure to his
homicidal tendencies.

Height: 6 ft. 1 in.
Weight: 190 lbs.
Eyes: Green
Hair: Red

Known Superhuman Powers: Besides superhuman strength and agility, Carnage
can adhere to most surfaces with his hands and feet, project a web-like
substance, and mutate sections of his symbiotic costume into detachable



Real name: Maxwell Dillon
Occupation: Professional criminal
Group affiliation: Sinister Six
Base of operations: Mobile
First appearance: Amazing Spider-Man (Vol. 1) #8

History: High-wire lineman Maxwell Dillon was struck by lightning while in
contact with power lines still connected to their spool. The unusually
configured magnetic field generated by the wound spool of cable and live,
high-tension wires induced a body-wide mutagenic change to his nervous system.
Dillon found himself transformed into a living electrical capacitor, powered
by the micro-fine rhythmic muscle contractions that normally regulate body

Adopting the gaudy garb of a so-called super-villain, the deranged Dillon
sought to use his newfound power for personal gain. Electro's first and most
frequent nemesis has been the wisecracking, web-slinging super hero known as
Spider-Man. He also has battled the blind adventurer Daredevil, the star
spangled Super-Soldier Captain America and the fabled Fantastic Four.
Generally, Dillon's criminal actions are governed by a desire for money or

Hoping to energize his campaign to smear Spider-Man's reputation, Daily Bugle
publisher J. Jonah Jameson surreptitiously secured Electro's supercharged
services to battle the web-slinger on national television. Before an audience
of millions, Spider-Man stood triumphant once more. Electro's extended string
of ignominious defeats nearly came to an end when the world-weary villain,
hungry for respect, attempted to deprive the entire city of power by drawing
it into his body. Dillon almost killing himself as a result, again meeting
defeat at the hands of Spider-Man.

Unable to best the wall-crawler on his own, Electro often has sought
strength in numbers. Early in his career, he and five other members of
Spider-Man's rogues gallery united under the leadership of
Dr. Octopus -- brilliant, respected scientist turned tentacled terror. The
inaugural incarnation of the Sinister Six also included the shifty Sandman,
the illusion-casting Mysterio; the high-flying, lowdown Vulture; and Kraven
the Hunter. The villains' master plan: Pummel the wall-crawler relentlessly
until one of them managed to defeat him. The outcome: Spidey 6, bad guys 0.

Stinging from their initial failure, the Six stepped up their efforts.
With the half-demon Hobgoblin standing in for Kraven, they planned to hold
the world for ransom under a cloud of poison gas. Spider-Man was no match
for the villains' collective might, but Dr. Octopus deserted Electro and
the rest of team when he discovered he could sell the gas as a cure for
cocaine addiction. Without Doc Ock's guidance, the Six easily were
dispatched by Spider-Man. A subsequent scheme to destroy their
treacherous leader ended when the rudderless rogues went their separate
ways after failing to achieve their objective.

Height: 5'11"
Weight: 165 lbs.
Eyes: Blue
Hair: Red-brown

Powers: Maxwell Dillon possesses the ability to generate electrostatic
energy at a rate of about 1,000 volts per minute and store up to 1,000,000
volts. At 10 feet, his maximum charge is more than enough to kill a normal
man. Electro is able to emit lightning arcs from his fingertips at speeds
of up to 1,100 feet per second, achieving a maximum distance of about 100
feet. In addition, he can override electrically powered devices and
manipulate them mentally. Apparently, Electro's powers also can disrupt
Spider-Man's ability to cling to walls.

Weapons: None


VI.Silver Sable

First Name: Silver Sable
Occupation: Leader of the Wild Pack
Identity: Publicly known
Legal Status: Citizen of Symkaria with no Criminal record
Place of Birth: Unrevealed
Marital Status: Single
Known Relatives: Morty (uncle)
Group Affiliation: Wild Pack, Silver Sable International
Base of Operations: Symkarian Embassy, New York City (U.S.)
First Appearance: AMAZING SPIDER-MAN #265

History: Years ago, Silver Sable's father, working in conjunction with the
government of Symkaria, created the Wild Pack, a group of professional
soldiers whose job it was to hunt down Nazi war criminals. At about the same
time his wife was giving birth to their daughter Silver. Years later, the girl
watched her mother die in her arms, the victim of a terrorist attack. Sable
trained her entire life, becoming a master of a wide variety of weapons. She
trained in all forms of hand-to-hand combat in preparation for file day she
would inherit leadership of the Wild Pack. Over the years, as the number of
former Nazis dwindled. Sable turned the focus of the Wild Pack more and more
toward mercenary endeavors, until the group became the major source of outside
income for Symkaria. Under the auspices of Silver Sable International, the
organization apprehends wanted criminals and recovers stolen property for a
wide spectrum of clients from major insurance companies to small nations.

One such contract was the apprehension of the international jewel thief the
Black Fox and the return of valuable gems in his possession. Working with
the New York City police, the Wild Pack nearly apprehended him, only to be
thwarted by the inadvertent actions of Spider-Man. Eventually Spider-Man
recovered the Jewels but allowed the thief to escape. This was the first
time Silver Sable met Spider-Man face-to-face.

Silver Sable International was later hired by a small South African country
to neutralize the international terrorist Jason Macendale, known as
Jack O'Lantern, suspected of training rebel forces within the client's
borders. An initial team of Wild Pack members was ambushed by Macendale's
men and nearly killed, leading Silver Sable to enlist aid from Spider-Man.

During the course of these events, Sable became involved in a daylight
robbery that resulted in the death of a young woman, an innocent bystander
accompanied by her young son. The woman's death struck a responsive chord
in Sable, and she dropped her other activities to hunt down the killer.
His trail led to an abandoned building, where Jack O'Lantern chose to attack
Silver and her men. During the final confrontation, her choice to capture
the killer enabled Jack O'Lantern to escape.

Spider-Man then agreed to help Silver capture Jack O'Lantern. They tracked
him to Coney Island Amusement Park, only to be ambushed by the group of
costumed criminals called the Sinister Syndicate, the Beetle, the Rhino,
Hydro-Man, Boomerang and the Speed Demon, who were hired to kill Macendale's
pursuers. They nearly succeeded, but were stopped at the last minute by the
Sandman, who allowed Sable and Spider-Man to escape. After a long battle,
the three managed to defeat the criminals, but nothing was found to help
them locate Jack O'Lantern.

Height: 5 ft. 5 in.
Weight: 125 lbs.
Eyes: Blue
Hair: Silver

Strength Level: Silver Sable possesses the normal human strength of a
woman of her age, height, and build who engages in intensive regular

Known Superhuman Powers: None

Abilities: Silver Sable is a highly skilled unarmed combatant, marksman,
swordsman, and gymnast.

Paraphernalia and Resources: Due to her association with the Wild Pack
and the Symkarian government, Silver Sable has the latest technology and
equipment at her disposal, along with an extensive manpower force. She
sometimes uses a samurai sword (katana), and the Chai, a hall-moon
weighted projectile of her own design. Since Silver Sable International
is Symkaria's chief outside source of revenue, she has considerable
financial resources and is able to hire specialized assistance, offer
full compensation for damages caused by her employees in the courseof a
contract, and provide full benefits to her employees.



Real name: Alex O'Hirn
Occupation: Professional criminal
Group affiliation: None
Base of operations: Mobile
First appearance: Amazing Spider-Man (Vol. 1) #41

History: Lured by delusions of grandeur, small-time enforcer Alex O'Hirn
accepted a lucrative offer extended by a pair of foreign operatives.
Believing the brute's muscular physique and low intelligence would ensure his
loyalty, the spies hired him as the subject of an experiment they hoped would
produce a superhumanly powerful assassin. O'Hirn submitted to several months
of chemical and radiation treatments that ultimately granted him
extraordinary strength. A team of specialists developed a material of
incredible toughness and coarseness, akin to the hide of a rhinoceros, from
which they fabricated a skin-tight suit of armor.

The Rhino was ordered to abduct John Jameson, son of Daily Bugle publisher
J. Jonah Jameson and an astronaut in the U.S. space program. The spies
sought to hold the younger Jameson for ransom to the highest-bidding
nation. However, the Rhino's new sense of self-assuredness prompted him
to turn on his employers and destroy their headquarters. He then
attempted to kidnap Jameson on his own. The wall-crawling super hero known
as Spider-Man intervened and defeated the Rhino, who was placed under
heavy sedation in a special state corrections hospital.

The Rhino escaped custody after only a few weeks during a period of clarity
between doses of sedative. He sought out Spider-Man, intent on exacting
revenge for his earlier incarceration. The wall-crawler defeated the
stampeding super-villain with a specially formulated version of his web-fluid,
containing encapsulated acid pellets designed to dissolve on
contact with air. The altered webbing rendered the Rhino's costume weak
and brittle, depriving him of needed impact resistance. He was
recaptured, tried and convicted.

The Rhino was discharged after serving a commuted sentence. The spies
who had created him, apparently bearing no malice over his previous
betrayal, approached the man-mountain upon his release with an
offer to augment his strength through a process involving gamma
radiation. Also, they had devised an improved, acid-resistant
rhinoceros suit. With no prospects of gainful employment, the
Rhino accepted. The new round of radiation treatments successfully
boosted his previous strength level. The Rhino's new mission: Abduct
Dr. Bruce Banner, an authority on biophysical gamma-ray
experimentation...and the mean, green engine of destruction known as
the Incredible Hulk. The spies planned to coerce Banner into developing
an army of gamma-irradiated, superhuman assassins. When the Rhino attempted
to abduct Banner, the scientist transformed into the Hulk and overpowered
the battling behemoth. Again, the Rhino was remanded to a high-security
state facility, where he was kept under heavy sedation.

The Rhino's battle with the Hulk piqued the interest of the gamma-irradiated
super-genius known as the Leader, one of the green goliath's foremost
adversaries. The Leader determined that further gamma-ray treatments
would grant the Rhino the power required to overcome the Hulk. Freed
from the state facility and newly empowered by the Leader, the Rhino
was dispatched to crash the wedding of Banner and Betty Ross. An enraged
Banner transformed into the Hulk, and the Rhino's comatose form was found
soon after. Later, the Leader used metal energies to take control of the
Rhino's body and pit him against the Hulk aboard a space shuttle. When the
ship crashed to Earth, the Rhino lay buried for some time. Discovering his
suit had been affixed to his skin during the fiery shuttle crash, he sought
the assistance of the scientific organization called Project Pegasus.
When the treatments failed, the Rhino resumed his criminal career to
further finance his medical care. A specialist finally removed his costume,
after which the Rhino commissioned a new suit from the scientific team
of criminal financier and industrialist Justin Hammer. Since then, the
hard-charging brute has menaced society on several occasions.

Height: 6 ft. 5 in.
Weight: 710 lbs.
Eyes: Brown
Hair: Brown

Known Superhuman Powers: The brutish Rhino possesses superhuman strength,
speed, endurance and a high degree of resistance to physical harm.

Weapons: The Rhino's polymer armor, analogous to rhinoceros hide, covers
his entire body except his face. The costume is highly impervious to
damage and extremes of temperature, and the two horns that project from
the Rhino's forehead can dent 2-inch plate steel.


VIII.Green Goblin

Real Name: Norman Osborn II
Occupation: Professional criminal, owner and president of Osborn Industries
Identity: Revealed following his assumed death
Legal status: Citizen of the United States with no criminal record
Place of birth: Hartford, Connecticut
Group affiliation: None
Base of operations: New York City
First appearance: AMAZING SPIDER-MAN #14

History: Norman Osborn was the ruthless co owner of a leading New York chemical
manufacturing firm, which also had research divisions that dealt in other
areas including robotics. Osborn was obsessed with gaining increasing amounts
of wealth and power, even by unethical means. When he discovered that his
partner, Prof. Mendel Stromm, had taken a sum of money from the company for
his personal use. Osborn seized the opportunity: although he knew that Stromm
intended to pay beck the money, he had Stromm arrested and jailed for theft.

With Stromm gone, Osborn began going through the notes of Stromm's private
research, Osborn thus stumbled upon a formula that Stromm was developing
with the intention of using it to increase a person's intelligence and
physical strength. That night Osborn tried to re-create the chemical from
Stromm's notes. He watched as the solution turned green, and then exploded.
Osborn was hospitalized for weeks as surgeons labored round the clock to
save his life. They did so, and Osborn was finally released. Only he knew
that the chemical had indeed increased his intelligence dramatically, but
what Osborn did not realize was that it had also driven him insane. He
decided to become a costumed criminal, and to use his increased intelligence
to build upon his company's scientific devices and chemical discoveries and
turn them into weapons. He designed a costume for which he colored green,
after the solution, and named himself the Green Goblin.

The Goblin decided to begin his criminal career by killing Spider-Man,
had only recently become a crime fighter. Having thus made a tremendous
reputation for himself, the Goblin would then attempt to organize a worldwide
crime syndicate with himself the head. The Goblin first hired the criminal
Enforcers, and then, recalling Spider-Man's early ambitions in show business,
contacted film producer B. J. Cosmos (born Kozmojian) of Cosmos Productions,
a studio known for its low budget action films. The Goblin was then able to
approach Spider-Man with an offer from Cosmos to star in his own film. Both
Spider-Man and b. J. Cosmos believed the Goblin to be simply another new
costumed adventurer, and Spider-Man agreed to the deal in order to make money
for his aunt. However, once out on location in the New Mexico desert, the
Goblin and the Enforcers attacked the unsuspecting Spider-Man. The attempt
on Spider-Man's life failed and the film was cancelled.

The Goblin next ambushed Spider-Man at a meeting of a Spider-Man fan club,
but again failed to kill him. So the Goblin resumed his plans to become the
head of his own syndicate. His first step was to intimidate the members of
the Lucky Lobo gang into making him their leader. The Goblin again ran
afoul of Spider-Man, and the police arrested the Lucky Lobo's gang.

Neat the Goblin entered a short-lived partnership with another masked
criminal, the Crime-Master in order to organize all of the New York City
area's independent crime gangs under their joint leadership, and thereby
provide an effective counterforce to Mafia domination at the area's crime.
The Crime-Master soon ended the partnership and made his bid to organize
the gangs himself. The Goblin captured Spider-Man and brought his prisoner
to the underworld meeting where the Crime-Master hoped to be named leader
of the independent gangs. The mobsters then decided to make the Goblin
their leader, but withdrew the offer after Spider-Man broke free and he
and the police began fighting the assembled gangsters. The Goblin
escaped, and the police in a gun battle killed the Crime-Master.

The Goblin was now determined to destroy Spider-Man before making another
try for underworld power. After exposing Spider-Man to a gas which
temporarily weakened his spider-sense, the Goblin was able to follow him
undetected and learn his secret identity of Peter Parker. Then the Goblin
easily captured Parker and brought him prisoner to one of his hideouts,
where he boastfully revealed to him his true identity of Norman Osborn,
the father of Parker's friend Harry. In the ensuing battle, the Goblin
knocked live electrical wires into vials of chemicals which he fellagainst.
The resulting shock blanked out Osborn's memory of the years during which
he had been the Green Goblin. Deciding that Osborn should not be punished
for actions he committed while insane, and that Harry would be better off
not knowing his father was the Goblin, Spider-Man decided not to expose
Osborn's other identity.

Twice during the following years the Goblin's personality and memory
resurfaced in Osborn's mind, but each time Spider-Man managed to induce
Osborn into repressing his Goblin self and returning to his normal state of
mind, in which he had no memory of being the Goblin. However, when Osborn
relapsed the third time, he kidnapped Parker's girlfriend Gwen Stacy and
threw her off the George Washington Bridge. Even though Spider-Man caught her,
the shock of the long, rapid fall had killed her. In a battle with Spider-Man
that followed, the Goblin was accidentally impaled upon the sharp point of his
own jet-glider and died.

Only recently did Spider-Man discover Osborn had survived, kept alive by the
mysterious Goblin formula. Secretly moving to Europe, the villain built a
sprawling, secretive criminal empire. But the death of his son Harry,
Norman's successor as the Green Goblin, brought him back to the States for
one final act of revenge against his nemesis. Wielding his evil influence
to convince Peter Parker he was a clone, the Goblin eventually killed Ben
Reilly, himself a cloned version of Parker who taken over as Spider-Man.

Hoping to acquire unlimited power, Norman participated in the Gathering
of the Five. Instead, his gift was madness. Cured of his insanity, Osborn
went into hiding in Europe. There, he fell in love with his Swiss nurse
while continuing his never-ending plot to destroy Spider-Man.

Recently, Osborn's plans came to fruition as he attempted to make Parker
heir to the Osborn legacy.

Height: 5 ft. 11 in.
Weight: 185 lbs.
Eyes: Blue
Hair: Reddish brown

Known Powers: An untested, experimental formula gifted Norman Osborn with
super-human strength, a heightened intellect and a regenerative healing
factor -- at the cost of his sanity.

Weapons: The Green Goblin employs a variety of weapons of his own
design -- including incendiary and concussion grenades, constructed in the
form of miniature jack o' lanterns; smoke- and gas-emitting bombs, each
surrounded by a light plastic mantle that flutters like a wraith whenthrown;
and gloves capable of channeling pulsed discharges of 10,000 volts
of high-frequency electric power. The Green Goblin also has developed a gas
that can neutralize Spider-Man's Spider-Sense for a limited period.


14-My Review Of The Game

Ultimate Spider-Man is the game based on the ultimate comics, which were
started back in 2000. Ultimate Spider-Man was one of the most hyped comic
book based game this year, followed by X-men Legends 2. Does it live up to
the hype?




There are many things to talk about, lets start with the swinging mechanism.
Sadly, the swinging in ultimate spider-man is NOT as fun as it was in
Spider-Man 2. You don't have any swing mode options this time and the default
mode is not very enjoyable. You don't have much control of your webbing any
more. Plus, lack of sky scrappers in this game makes swinging somewhat more
difficult. However, all is not lost and after an hour's practice, you get
the hang of it. Next up is the combat; the combat in this game is not as
varied as it was in Spider-Man 2. You have very few combos up your sleeve
plus you can take down most normal enemies using the same button pattern.
The boss fights and chase sequences of this game are very challenging and
enjoyable. The most hyped thing about this game was the ability to play as
Venom. The game does not disappoint, as the Venom levels are the most fun
parts of the game. Venom controls are completely different from Spider-Man.
While spider-man uses his agility and web shooters to move around, Venom
relies on pure strength, leaping from one building to another cover huge
distances. Plus, the game also features a very cool feeding system. Since
the venom suit is feeding on Eddie, you have to absorb energy from human
hosts every now and then in order to keep your health up. Fortunately,
feeding is not only easy but also fun. Sadly, the combat sequences of Venom
don't offer much variety and is basically button mashing sequences. The
city events are pretty similar to that of Spider-Man 2 and they get boring
after a while because stopping a robbery and stopping a mugging is one and
the same thing. The game-play could have used more tuning.




The game features cell-shaded graphics to give a comical look to the game.
The developers succeed to a large exent as the cut-scenes and city looks
very good. However, lack of sky scrappers and low detail hamper the
experience somewhat.




The game features great audio. The sound effects of webbing coming out of the
web shooters and Venom's growling are very well done. Same goes for most
other sound effects. The voice acting of this game is it's best part. All
the characters have been expertly handled and the dialogue features many
trademark one-liners.




Ultimate Spider-Man features a very original story that was specially created
for this game. The father's of Peter and Eddie were working on a suit that
not only cured cancer but also enhanced the strength and other abilities of
the person wearing it. Unfortunately, the company owner sees the suit more
of a weapon then a cure and arranges for both scientists to be killed in a
"plane crash". Years later their sons (once friends) meet again and see
their inheritance, the Venom suit. This leads to a series of events in
which the Venom suit is first worn by Peter and then Eddie after which the
suit completely takes control over Eddie. The story revolves around finding
the truth behind their father's death and making a cure for Eddie.


Replay Value:


The game features very little replay value. Sure you can play as Venom after
completing the game but it becomes boring after an hour or so.



I would strongly suggest you to rent the game first before you buy it.






1) How can i reach the statue of liberty?
Ans) It is not possible.

2)I have done everything necessary but still cannot unlock ... costume?
Ans) You have to complete the game once to do so.

3) I have a contribution...
Ans) a.heavenly.body@gmail.com

4) I noticed an error/mistake...
Ans) a.heavenly.body@gmail.com

5) Nice FAQ...
Ans) Thanks

6) Help! I can't swing properly?
Ans) Read my section on Web Swinging Techniques

7) Where is the Baxter Building/Human Torch?
Ans) The Baxter building is denoted on your map by a flame like icon in an
orange HALo after you complete 5 trick races.

8) Help! I am stuck with ...boss/part of the game?
Ans) Read the part dedicated for that area. Such questions will be ignored.



Contact me if you

want to ask a question that has not been answered in the FAQ

noticed an error etc I made

Want to make a contribution

Want to appreciate my walkthrough

Want permission to host it on your web site

DONOT contact me If you

want to ask me a question about a section already covered in the FAQ

want to send Hate Mails and viruses

want to just spam my inbox

E-mail Address: a.heavenly.body@gmail.com



Me..For making a great FAQ.
You..For Reading it.
The instruction Manual...For some information
Marvel Directory...For providing me with the histories of the characters of the
616 universe.
[Your name here]..For sending a great addition in my FAQ.
yada yada yada yada......................

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__ | | _/ __ \__ \ / // __ / | |< | |
/ __ _ | Y ___/ / __ \ / ___/| | |____ |
(____ / |___| /___ >____ /_/ ___ >___| /____/ ____|
/ / / / / / /
___. .___
_ |__ ____ __| _/__.__.
| __ / _ / __ < | |
| _ ( <_> ) /_/ |___ |
|___ /____/____ |/ ____|
/ //

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