Table of Contents:
1. 	Copyright and contact information.
2. 	Version History
3. 	Training Section
4. 	Walkthrough
5. 	Secrets
6. 	Special Thanks

1. Copyright and contact information
This guide is for Spider-Man on the N64.  This FAQ is copyright 
December 30, 2000 Ty Nungester a.k.a. Ouchie.  I do not care how you 
use my guide as long as I am given credit for it.  If you need to 
contact me my email address is mr_ouchie@yahoo.com.  I will answer any 
question that you may have concerning this game, however, please check 
the guide first, because I will not answer any questions already 
covered in this guide.  

2. 	Version History
Version: Final began December 29, 2000  Completed December 30, 2000

3. Training Section
There are only 2 parts of this training that you really need to worry 
about.  The "Item Hunt" and "Zip-Line Training."  In the Item Hunt, you 
can unlock the Peter Parker character for play.  To unlock Peter 
Parker, you have to collect all of the items on the first floor to open 
up the way down to the lower floor and get to the spot under the door 
with the 4 on it within 55 seconds.  When you get there, if you get 
there within the 55 seconds, get the yellow ? and run through the wall 
to the hidden Kraven room.  Inside the room there is a golden spider 
emblem, collect it to unlock Peter Parker.  In the Zip-Line Training 
you can unlock Quick Change Spidey.  To do this, all that you have to 
do is collect 10,000 points or more.  Hint: go to the 4 section and 
just keep getting all of the items there.

4. Walkthrough.
I will go through the levels and describe them as on the hard setting.

When you start out the game, go to the upper right corner of the 
building and get the ?.  This is a game tip so pay attention to them 
whenever you see them.  Swing over to the building that has New York on 
it and climb up. On top of the building is another ?, and a web 
cartridge.  After getting those, move on to the next building ahead.  
Your Spider-Sense will go off, and you see your first bad guy, and 
another ?.  (I don't think that I need to tell you what do with the bad 
guys do I?)  Okay, time to move on.  Jump down to the lower level, and 
get the web cartridge and health, then climb the back of the sign and 
move on to the next building.  Take care of the guy in the Crescent-
shaped area and go to the next building.  Take care of the guy on the 
main level, then climb up and do it again, there is health here if you 
need it.  Move on to the next building.  It's the really tall one in 
front of you, swing to it, and then there will be a cutscene.  

Once on top, collect the ?.  Now go to the upper left and go to that 
really low building over there, and then go to the other side and go 
over to the 4 Freedoms Plaza and your first Comic Book is on top.  Then 
go back onto the main route.  Land on the building that was in front of 
the one that you began this area on, and you will get another ? and a 
health icon.  Swing to the tallest building in the area and ,there will 
be another cutscene.  Climb to the top and take out the 5 guys there 

You begin with a cutscene.  After you touch the floor, run out into the 
hallway and take out the guard and then zip up to the ceiling.  It is a 
good idea to stay on the ceiling for most of the level.  Work your way 
down the hallway and take out the guard on the other side of the 
doorway (I toss him into the wall, Down + web).  Work your way around 
the room, and Spidey will say that they do have hostages.  Use the web 
attack on these guys too, there's only 2 of them.  Now the room is safe 
to run around in.  So, go and collect the 2 ?s and 2 web cartridges, 
and the health icon.  Run over to where the grating is lying on the 
floor, and zip up into the ventilation shaft.  Enter the room and take 
out the guard, get the web cartridge and the health icon, and then hit 
the switches.  1 will release a hostage, 1 will open the door to the 
room, and 1 will open the door to the next area and let in 2 bad guys.  
After you leave the room, run to where the last hostage escaped from, 
and get the web cartridge there.  Now go to the new area, before you 
enter though, get onto the ceiling.  Take out the 3 bad guys in here 
and then it will be safe to get onto the floor, but do not let them 
shoot the hostages.  After you touch down get the ?, health icon, and 
web cartridge.  Enter the cubicle on the left and throw the chair to 
find Comic Book #2.  Exit the room the same way that the hostages did 
and exit the level through the elevator.

Get on the ceiling and when you get to the doorway, take out the bad 
guy and enter the big room.  Take out the 4 bad guys, be careful 
because there are some more hostages.  Drop down and collect the web 
cartridge and the health icon.  Then run to the other end of the room 
and zip up where the grating is lying on the floor into the ventilation 
shaft.  In the long room, take out the 2 guards, and then there will be 
a cutscene where a third one enters the room, take him out and then 
enter the new area.  Grab the 2 web cartridges and hit the switch on 
the far wall to open up the safe (secure area 2).  Now open the other 
room where there are guards and hostages.  There will be a cutscene 
where the guards say to arm the bomb, and kill the hostages.  Take out 
the 3 guards and put the bomb in the safe, but do not close the safe 
yet.  Run into the long room just before this and get Comic Book #3.  
Now close the safe and end the level.

Grab the ? at the start, and then swing to the building in front.  If 
you are playing on hard, then you don't have time to take out the 
guards in this level.  Take out the guard here and then move on to 
either building in front, it doesn't matter which one you go to.  And 
then web to the next building take out the 2 guards and climb to the 
tall part and get the web cartridge.  On the next building there is 1 
guard on the lower level.  But you want to go to the top level of the 
building.  There is a guard on top of the building as well.  Swing to 
the next building and climb up.  There will be a cutscene where the 2 
guards on top talk a little.  Get on top of the building and get the 
web cartridge. Then go to the lower area on the right to get Comic Book 
#4.  Move on to the building on the upper left and there is a guard 
there too.  Next building, another guard.  One after that another 
guard, and a health icon.  From there swing to the Daily Bugle 
building.  End of level.

This is an easy battle no matter what level you are playing on.  Just 
protect Jonah, and avoid Scorpion's tail.  In the first room, make sure 
that you break all of the furniture in the room to get Comic Book #5.

POLICE CHOPPER CHASE I do not recommend fighting any enemies for the 
next few areas, just keep moving.  Now let's start.  On the third 
building there will be an enemy, but keep going!  Web cartridge on the 
fifth building.  Web cartridge on the ninth building. Health icon on 
the 10th building.  11th has Comic Book #6, get the helicopter to blow up 
the box on the lower right side of the roof.  

On the 12th building you have to climb up and avoid being hit.  In the 
first section they use missiles.  The second section they use missiles.  
The third section they use bullets.  Stay out of the crosshairs and you 
will be fine.  4th section is missiles again.  

Web cartridge on the 15th building (incomplete building).  Health on the 
16th.  Now go to the crane behind the building (crane with spraypaint on 
it), Comic Book #7 is inside with an armor bonus.  Health on the 17th 
(under a box that gets blown up).  Health in the 19th (part that gets 
blown up).  

The 22nd building is another one that you have to climb up while 
avoiding bullets.  Comic Book #8 is on a small ledge on the left side 
of the building, you have to climb way down.  When you get to the top 
of the building, climb onto the crane, and swing to the block in the 

Aren't you just having so much fun having someone trying to turn you 
into a pencil?  Anyway, here's another running stage.  2nd block has a 
web cartridge.  Go into the 5th building (with double skylights), and 
beat up the 2 cops, and then shoot the dark glass to get Comic Book #9.  
There is a health icon on the 12th.  Then swing to the end of the level.

An even easier boss battle than with the Scorpion!  All you have to do 
is get him to run into things.  Break all of the barrels in the corners 
to get Comic Book #10.

All that you have to do in this level, is stay close to Venom.  When 
you get to the incomplete building, land on the main floor that they 
have completed, and go to the left.  There you can get Comic Book #11 
and an armor bonus.  Then follow Venom around on the floor until he 
decides to go to the other building, then you will see a cutscene that 
is rather humorous.  When the cutscene ends, you will emerge on another 
incomplete building.  Immediately go to the left, and swing to the 
adjacent building's right edge and get Comic Book #12.  Then follow 
Venom to the end of the level.

This boss battle is a little more difficult than the previous 2.  But 
it is still easy.  To get Comic Book #13, throw the car.  Basically the 
only strategy is to find Venom when he appears, and hit him before he 
can hit you.  That's all there is to it.  It's an easy battle though.

When you start, follow Venom through the hole in the wall.  Kill the 2 
Lizardmen and then head into the open area at the other end.  Turn 
around and go back through the hallway to get Comic Book #14.  Now go 
back to the big room that you began to enter a moment ago.  Target 
Swing so that you land on the pipes, and make your way across the room.
Pick up the health at the other end and then enter the tunnel ahead of 
you.  Once you enter, the door behind you will close.  Kill the 4 
lizardmen and then there will be a cutscene where Venom opens the door 
ahead of you so that you can chase him some more.

Target swing onto the pipes in this room also.  There will be 1 
lizardman on the first pipe, and 2 on the second.  Then target swing 
onto the vertical pipes.  From the 2nd vertical pipe, target swing into 
the room behind the waterfall to get 2 web cartridges, an armor bonus, 
and Comic Book #15.  Now, target swing back onto the vertical pipes and 
follow them out of the room.  When you enter the hallway, there is a 
health icon, 4 lizardmen and another health icon.

This is an all out brawl level.  The lizardmen will keep on coming and 
trying to kill you.  You have to fend them off and stay on the subway 
train.  If you fall off, you lose.  There will be various web canisters 
and health icons along the way.  Just concentrate on surviving here.

At the start of the level, you are attacked by 3 lizardmen.  Kill them 
and then move on down the hallway.  At the intersection of the 2 
tunnels, you are attacked by 3 more lizardmen.  After disposing of 
them, go left to the end of the hallway.  At the end, you will find a 
web cartridge, health icon, and Comic Book #16 (how does it feel to 
have Ω of the comics so far?).  Now go back all the way to the right 
end where 3 more lizardmen await.  Zipline into the tunnel above you 
and take out the 2 lizardmen up there.  Then go to the other end of the 
tunnel.  Okay, timing is crucial in this part.  Shoot the switch across 
the way, and then wait for the water to drain out and run into the 
tunnel and zip into the tunnel above.  Get the health icon, and then 
shoot the 3 switches here.  After that 3 lizardmen will appear in the 
tunnel behind you.  Kill them, and shoot the switch to drain the water 
again.  Then run into the big domed area and zip to the top.  Go to the 
other end of the tunnel here (across the gap), and shoot the switch.  
Wait for the water to drain, and then jump down and run into the 
tunnel, and zip up again.  At the end of this tunnel, there are 3 more 
switches and 3 more lizardmen.  Kill the lizardmen and shoot the 
switches.  There is a health icon in case you need it.  Go back into 
the tunnel, and shoot the switch to drain the water again.  Zip up to 
the top of the dome, and go into the tunnel.  Drop into the gap in the 

This is a really short level.  You can fight the lizardmen in here if 
you want to, but it's not necessary.  First off, go to the left and get 
the switch in the corner behind you.  Then go over to the other side, 
and hit the switch, in front of you.  Go back over to the other side 
and press the other switch.  Return to the right and hit the other 
switch, and the water will drain.  Before you go down, go back to the 
left side, and get Comic Book #17.  There are 2 web cartridges here 
also and some health icons.  Now jump down and exit through the tunnel.

As you begin to run down the hallway, you will see Venom go down the 
hallway to the left.  When you get to the intersection, you will be 
attacked by 2 lizardmen.  Kill them, and then go to the end of the 
hallway.  Get on the ceiling and crawl through the hole.  If your 
playing on hard, your timing must be perfect.  It's easiest to use the 
control pad here.  Get yourself pointed straight, and get right to the 
water line, then the instant that it begins to go down, start moving 
forward, and don't stop until you are above the water mark on the other 
side.  Then guess what, you get to do it again!  You will come out to a 
welcoming party of 2 lizardmen.  Kill them and then walk to the end of 
the walkway and target swing onto the pipe in the center of the room, 
and then target swing to the other hallway, grab the web cartridge and 
flip the switch.  Venom will come out and knock you down.  Follow him!  
Kill the 4 lizardmen.  And then flip the switch between the 2 large 
boxes.  After flipping the switch, go around to the backside of the 
rear box and get Comic Book #18.  And there is a health icon on top of 
the first box.  Then follow the tunnel that you just opened, out of the 

As soon as you start, turn around and go through the doorway behind 
you.  There are only 2 switches that you need to hit.  Hit the one with 
the 1st and 3rd bars lit up, and the one with the 2nd and 4th bars lit up.  
Then go back up into the hallway, and go through the doors that you 
just opened.  

This is a good level.  I like it.  When you start, walk into the room 
ahead of you and Venom appears and you have a very short fight.  Then 
jump onto the ceiling, and go through the vent.  As you crawl along the 
ceiling, there are a few traps here in this level.  In the first set of 
alcoves, there are a couple of metal blocks that will come together and 
try to crush you.  Wait until they come apart, and target swing past 
it.  Now continue crawling along.  When you hear Venom ask if you are 
starting to sweat Parker?  Go right!  You will run into Venom and have 
another scuffle.  Continue on, and go across the water that you come 
to, and you will find The Lizard.  Venom captured him and is using his 
maze.  After Lizard is done talking turn around and you will get Comic 
Book #19.  Now go back across the water, through the hallway, and back 
onto the path that you were originally on.  Cross the water, and head 
through the opposite hallway.  When you get to more rushing water, go 
to your right.  Follow the path, and you will come to 2 more sets of 
crushers.  Target swing past them and continue on.  After that, take 
the second right to finish the level.

You can't just go after Venom in this battle or else Mary Jane will 
die.  You have to make her your first priority!  When Venom appears, 
try to hit him before he can flip a switch.  If he does flip it, 
immediately flip it back and go after him if possible.  That's about 
all of the strategy that there is to this battle.  It is very 
frustrating.  One thing that you can do is to wait in the center of the 
room.  That makes it a little easier.

As the level starts, go to where the broken window is and shoot the 
switch on the other side of the window, to free a hostage.  There is 1 
symbiote in the room that you start in, kill it.  And then make your 
way to the back hallway where another symbiote is.  After killing the 
symbiote, zip up into the ventilation shaft above you to get Comic Book 
#20, and a web cartridge.  Then go back down into the rooms below you.  
And continue along the path into the second large room there.  A 
symbiote will break the glass for you to get into a room.  Kill it and 
then get the health icon, and zip into the ventilation shaft above.  
Inside the shaft, there is a hostage, a symbiote, and a health icon.  
After disposing of the symbiote, go out the other end of the 
ventilation shaft and into another large room.  Flip the air 
conditioning switch to release the hostage.  Now you can go hunting for 
symbiotes.  This is just a big room, and no escape for them.  There are 
2 symbiotes, after disposing of them, there is also a web cartridge to 
get.  After all of that is taken care of, head to the far side of the 
room and press the switch to activate the elevator.  Walk through the 
doorway and end the level.

You start on the elevator with a symbiote.  Kill it, and then jump off.  
You will land on some red gunky stuff with a symbiote, kill it.  Then 
you will drop to another red floor after that with another symbiote, 
kill it too.  Then climb the wall under the elevator and enter the 
passage there (if you are playing on hard, don't bother killing the 
symbiote) get the web cartridge and shoot the switch.  Then jump back 
down to the floor.  Kill the 2 symbiotes there is also a heath icon 
there and then immediately web to the wall.  There is also a health 
icon slightly below you too.  Open the door on the left to get Comic 
Book #21, a web cartridge and a symbiote.   Then go out and open the 
right door, go into the hallway and exit the level.

If you do not act quickly here in this stage and the next few, you are 
in trouble.  Your main goal is not to destroy the symbiotes, but the 
symbiote generators.  From the start, destroy the generator in front of 
you.  Then the level is easier if you zip to the ceiling.  Go to the 
far corner directly ahead of you, and get the web cartridge.  From 
there go left and enter the doorway there.  Run up and destroy the 2nd 
generator.  Now go back to the main room.  The door in front of where 
you got the web cartridge is now open.  Enter it and destroy the 
generator in the middle of the room.  Toss the stack of paper near it 
to get Comic Book #22.  From there go right and enter the first door on 
your left that you come to.  Go in and destroy the generator.  Exit 
this room and enter the one in front of it.  Jump down the ventilation 
shaft to your left to leave the level.

You will be attacked as soon as you start the level by a symbiote.  
After killing it, go to the first door on your left and it will open, 
go in and destroy the generator.  Grab the health icon and flip the 
switch.  Now go back out and head to the left.  Swing through the 
furnace ahead to get to the next part of this level.  Get rid of the 2 
symbiotes here and now for some tricky shooting.  Plug up the 4 pipes 
here that are busted, just shoot webbing at them, and when they blow 
you will get Comic Book #23 and some flame webbing.  Go forward and 
shoot the switch ahead, then take the right bend.  In this new hallway, 
go left and take the alcove closest to the furnace, a symbiote will 
surprise you, kill it there is also a web cartridge here and then go 
into the hole above.  Up here there is another symbiote, a switch and a 
health icon, you know what to do.  Go back out into the hallway, and 
take the first left that is now open.  Go in and destroy the generator, 
and behind the generator there is a hole that you can go into where 
there are 2 web cartridges and a fire web cartridge.  After this go out 
and go to the end of the hallway where you meet the impostor Spidey.  
End of level.

This is an easy boss battle.  First go down to where you can shoot the 
targets on his knees.  After those are destroyed, jump down into the 
pit and get Comic Book #24.  Then go up and shoot the targets at his 
waist.  Then the targets at his shoulders, then his head.

You have to destroy some more generators here.  There is one slightly 
up and to your left.  There is one to the front also.  There is also 
some flame webbing to the upper right of where you start.  Now go 
through the hole in the far wall into the next section of the 
warehouse.  Immediately when you land go left and destroy another 
generator.  In the next main room there are only 2 generators left.  1 
is dead ahead, and one is to the right of that one.  Comic Book #25 is 
in a little alcove on the left side of the room. Then enter to he 
hallway.  Drop down onto the huge vent and make your way through until 
you come to another giant fan without a vent cover.  There you should 
target swing onto the lower platform and enter the new hallway.  Do not 
jump down the hole in the hallway yet.  Go across and open the grating 
across from you walk in to get Comic Book #26, a web cartridge, and a 
health icon.  Now go back and jump down the hole to end the level.

This level is very straight forward.  In the first room go to the right 
side of the big vent box and get a web cartridge.  Then go through the 
door.  In this room you have target swing to the platforms that have 
the guns and destroy the guns.  When you make it to the other side of 
the room enter the door.  There is a web cartridge, and a health item 
in the next room.  Continue on to the next room.  It's just like the 
other one.  When you get to the end of the room, go on into the next 
one.  On the right side of the large vent box there is a web cartridge 
and a switch, flip the switch, and then go back to the beginning of the 
first lazer room, and enter the lower door on the side that you 
originally entered from.  Inside this room, you will get Comic Book 
#27.  Now go back through the rooms and finish the level.  There is 
also a 3rd room like this.

This stage is simple.  First off, get to the lower part of the central 
tower.  There will be a room in that part of the tower that contains 
Comic Book #28.  Then get onto the top part of the central cylinder, 
there is a room there that contains some flame webbing.  Then go to 
security control (marked by sign over door).  Black Cat is trapped in 
there and it is up to you to get her out.  Shoot the switch on the 
right side of the room and then leave.  Go to room A, and shoot the 
switch there.  Do the same for B, and C.  Then go to Research 
Facilities while Black Cat escapes for help.

You have to shoot the 4 shield generators as they come down and then 
when they are all down Doc Ock will be vulnerable.  After his shields 
regenerate the first time Comic Book #29 will appear for only a few 
seconds so get it!

Stand in the middle of the sonic bubble and use your webbing to pull 
Carnage into the sonic bubble to kill him.  Comic Book #30 appears in 
the center of the bubble as well.

This is not a boss battle, this is a run like heck level.  At the first 
bend you can nab Comic Book #31.  At the end of the first corridor, zip 
up to get into the next tunnel.  General tip, when you come to a dead 
end, zip up.  You can get Comic Book #32 in the final corner of level 
2.  From there run like heck, to get to the exit.  Another tip, jumping 
is faster than running.  Swinging is faster than jumping.

Sit back and enjoy the ending.  You did it!!  ^_^ 

5. 	Secrets
There are several different costumes hidden throughout the game.  Some 
make the game easier with extra abilities, and some make the game more 
challenging.  And some are just different costumes.

Here are the extra costumes and how to get them.
SPIDER-MAN 2099: Collect every Comic Book in the game (32).  You can do 
double damage.
SYMBIOTE/BLACK SPIDER-MAN: Just beat the game.  You get unlimited 
CAPTAIN UNIVERSE:  Beat the game on hard.  You get unlimited webbing, 
double damage, and invincibility.
SPIDER-MAN UNLIMITED:  Beat the game a second time through the HIDDEEN 
SWITCHES stage.  You get stealth mode.  Press right-C to become 
invisible or visible.  This does not work on bosses.
SCARLETT SPIDER:  Beat the Rhino.  No special abilities.
BEN REILLY:  Beat SPIDER-MAN VS. VENOM AGAIN!.  No special abilities.
QUICK CHANGE SPIDER-MAN:  Get 10,000 or more points in Zip-Line 
Training.  Limited to 2 web cartridges.
PETER PARKER:  Find the hidden Kraven room, in Item Collection.
Note:  Both Quick Change Spidey, and Peter Parker, you are told to get 
them in section 2.

There are several codes for this game, but there is only 1 that you 
need if you decide to use it!
Unlock everything:  TRUBLEVR

6. 	Special Thanks
I would like to thank Marvel Comics, Edge of Reality, Activision, and 
Neversoft, in association with Nintendo for making this great game.  I 
would also like to thank well myself for writing this (sometimes 
insomnia can be good ?).  And I would also like to thank GameFAQS.com 
for posting this FAQ.  Lastly I would like to thank you, the reader for 
using this FAQ.  I would be happy to hear your comments on this FAQ, 
that way I know what to do more or less of in the next FAQ.