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SpiderMan - What If Guide
Written By: John Koenigsbeck

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Spider-Man What If? Walkthrough
Copyright 2000, John Koenigsbeck
Version 1.2

All characters in this game are TM and Copyright 2000 Marvel 
Characters, Inc. Activision is a registered trademark of Activision, 
Inc. Copyright 2000 Activision Publishing, Inc.  Developed by 
Neversoft.  All rights reserved. 

26th Sept 2000 - Wrote Version 1.0.
29th Sept 2000 - Version 1.1 
A couple of updates around Race to the Bugle and Spidey v The Scorpion.
2nd Oct 2000 - Version 1.2.
More updates. Several people mentioned the dancing Spiderman to me. I don't
know how I missed that, but it's one of my favourite parts now. Cheers.

This guide is the intellectual property of John Koenigsbeck. Feel free
to post it wherever you like as long as you do two things:
(i) : Let me know where it's being posted
(ii): Give me proper credit for it. It took quite a while and a lot of

This is still a work in progress. If you have any information, answers to
my questions or general comments, feel free to e-mail me at :


What is What If mode ?
What if mode tells the same story as the regular Spiderman game, but
with a few important differences. Certain things happen differently, but
the main plotline remains the same.

This guide will show you the diffences. Some of them are quite funny.

How do I get into What if mode ?
Go to the Cheats section and enter GBHSRSPM. The screen should say
What If Contest. Then start a new game as usual.

Not only do the below level guides spoil parts of the game itself, but
the What If mode too. I've only mentioned comic locations when they have
changed. Otherwise, you want to get a proper walkthrough :)

Also, under the headings of Did You Know ?, I've mentioned some of my
favourite easter eggs and hidden items. These can be found in the ordinary
game as well as What If mode.

Venture below only if you are prepared....

Game Levels

Level 1 - Get to the Bank
The third building you get to is now the offices of Neversoft.

Did You Know ? - the billboard on the first building you jump to is for
Dr Octavius and Omnitek Science Expo 2000!

Did You Know ? - looking back from the Neversoft building you can see a
Channel 5 billboard advertising a biography of Cletus Kassidy! There's 
another one a bit further on.

Level 2 - Bank Approach
The Watcher appears and gives his standard talk about what if things had
been different.

On the Fantastic Four building, where you normally find the first comic,
you can talk to the Human Torch. He's a bit busy at the moment fighting
the Mole Man, but you can meet up later at the usual place (Statue of 
Liberty). If you're quick enough, you can see him fly off.

Comic location - no idea. Anybody know ?

Did You Know ? - On the right hand side of the bank building, there's a
little room at the bottom of the girders, containing web fluid.

Level 3 - Hostage Situation
When you've thrown all three switches in the one room, go into the room
where the hostage was kept. There will be a black platform. Step on it
and wait. Suddenly, Spidey will be dancing away on a disco platform, 
with hostages running around the sides. You HAVE to see this. I recommend
doing it with the Peter Parker costume on. :)

Did You Know ? - After taking out the second guard, if you go to the
lift doors nearby, there's web fluid.

Level 4 - Stop the Bomb!
In the bank vault where you put the bomb, graffiti reading "Hans was here"
has appeared on the wall behind some of the gold.

Level 5 - Race to the Bugle
During the Stan Lee voiceover, Ghost Rider can be seen riding his flaming
motorcycle up some of the building sides.

When Scorpion and JJJ normally exchange their witty remarks, now Scorpion
shouts "Marco" and JJJ shouts "Polo". At one point, Scorpion shouts "Marco"
and Spidey yells "Fish out of water". 

Did You Know ? - The billboard on the last building before the Daily Bugle
is for Stark Solutions.

Level 6 - Spidey vs. Scorpion!
When Scorpion breaks through the wall into JJJ's second office, he's
yelling "Hereeee's Johnnnny !"

Did You Know ? - If you've input the code RULUR to see J James Jewett in
the character index, he replaces J Jonah Jameson in the actual level here.

Level 7 - Police Chopper Chase
A large yellow and orange blimp can be seen directly ahead of the start.
It's flashing the word "Spiderman". You can swing onto it. If you do, a 
new sub-level is loaded, consisting of just you, the blimp and the police
helicopter. The Silver Surfer flashes by at the beginning. If you wait long
enough without dying, the balloon loses enough air to drop down low enough
to web swing automatically to the next level.

Did You Know ? - One billboard that gets blown up says "Pork 'N' Donuts 
- New York City's Finest". It's on the building next to the NYPD one.

Level 8 - Missile Attack
When climbing past the Wolverine poster, Spidey says "Wonder if all
Wolverine's bones are made out of Adamantium ?"

Did You Know ? - If you crawl up the left hand side, you can see an 
advertisment for a Wolverine interview on Channel 71. Spidey's response :
"They'll put anyone on TV nowadays". 

Did You Know ? - A bit further up is an advert for the Hulk radio show :
"Wake up to WHLK 96.6".

Did You Know ? - Still further up, an advert for "Four on Tour This

Did You Know ? - On the Right hand side further up is an advert for the
Jefry Swinger Show featuring Captain America ! Spidey quote : "Jefry!
Jefry! Woo!"

Level 9 - Building Top Chase
At the start of this level, a disorted voice starts singing. Worrying...

On the billboard at the start of this level, a pumpkin has been drawn on
the back of it.

A couple of the other billboards have art from the Goblin's crane lair on
the back of them.

On What If mode, if you get to the top of the building you normally go
straight through, the chopper pilot says something which I can't make out.
Anybody able to help ?

Did You Know ? - The billboard to the left of you when you start is for
Tony Hawks Pro Skater 2. Spidey quote (if you crawl on it) : "Hey. Tony
Hawks. I skated with that guy."

Did You Know ? - If you get to the top of the building where three policemen
attack in the middle of the building, there's web fluid at the top.

Level 10 - Scale the Girders
No changes that I can see at the moment.

Level 11 - Police Evaded
No changes that I can see at the moment.

Did You Know ? - There's a building off to the right hand side which has a
billboard adverting a newspaper. The billboard suggests there are monsters
in the sewers. Spidey scoffs.

Did You Know ? - There is a billboard adverting Omnitek on the same
building that you get the comic from.

Did You Know ? - There's a billboard adverting Roxxon Oil.

Level 12 - Spidey vs. Rhino!
The Omnitek logo that can normally be seen on one of the buildings in
the background has been changed to the Neversoft logo.

Level 13 - Catch Venom
When you go through the building (no longer a Roxxon Oil building) chasing
Venom, there's a whole new sound track. Just as funny as the first one.

Did You Know ? - The Stark Solutions building can be seen slightly to the
left near the start of the level.

Did You Know ? - The building that you and Venom rampage through normally
is a Roxxon Oil building.

Level 14 - Spidey vs. Venom!
When attacked by Venom, Spidey goes "Stop! Stop! It tickles!" or "Wait !
Do it again! Do it again!"

Level 15 - Sewer Entrance
No changes that I can see at the moment.

Level 16 - Sewer Cavern
No changes that I can see at the moment.

Level 17 - Subway
The picture of the Lizard that used to be on the walls of the subway
stations you passed through has been replaced by the words "Rust Crust".

Did You Know ? - There's an advert on the walls of the tunnel for Tony
Hawks 2 and a picture of the Lizard.

Did You Know ? - If you toggle the invisibility option on the Spiderman
Unlimited suit, you don't have to do anything on this level.

Level 18 - Sewage Plant
There's a plastic duck floating around (and quacking) in the first pool
you find on this level.

Level 19 - Hidden Switches
No changes that I can see at the moment.

Level 20 - Tunnel Crawl 
No changes that I can see at the moment.

Did You Know ? - Dinosaur bones are visible in the earth above the tunnel
you crawl through.

Level 21 - Venom's Puzzle
The streams of water have been replaced by Lava ! Spidey quote : "Lava!
How original!"

Level 22 - The Lizard's Maze
The Lizard will not repeat instructions more than once. On the third time :
"Listen Dude! I'm not telling you again."

Level 23 - Spidey vs. Venom Again!
No changes that I can see at present. Spidey is still claiming Venom's
tickling him.

Did You Know ? - If your webbing hits one of the switches, Mary Jane yells
at you : "The switch, you idiot!"

Level 24 - Symbiotes Infest Bugle
The trapped hostage goes "Game Over, man! Game Over!" and "Kill Me!"

Did You Know ? - One of my favourite pieces of Spiderman quotes happens
on this level : "You guys aren't ugly enough to be Venom's kids!"

Level 25 - Elevator Descent
Spidey Says at the beginning : "There is no spoon".

Did You Know ? - After the lift stops for the second time, there's Spider
armour hidden in a vent on the opposite wall.

Level 26 - Stop the Presses!
No changes that I can see at present.

Level 27 - Bugle's Basement
Excellent Matrix rip-off at the end, when Spidey meets the imposter.

Did You Know ? - There's a secret room in the first generator room. If you
open the grating and use L1 to look up, you can reach a room containing
health, webbing and magnesium flares.

Level 28 - Spidey vs. Mysterio!
There's a fish swimming around in Mysterio's head bowl! No, seriously.

Level 29 - Waterfront Warehouse
The Ark Of the Covenant is hidden in one of the boxes in the starting

Did You Know ? - If you web-swing up to the rafters, there are several
power-ups available.

Did You Know ? - When you jump down the final air shaft, there's a passage
halfway along which leads to a hidden spider armour.

Level 30 - Underwater Trench
Annoying or what? A yellow submarine piloted by Captain Jennings
challenges you to a race, promising to tell you a secret if you win. Tough
race. If you beat him, he gives you a cheat code. I was given the code 
STRUDL which gave me unlimited webbing. I don't know if this is the same
every time or whether it's random.

Did You Know ? - If you look down under your feet in the very first room,
you can see the secret room underneath you.

Level 31 - Stopping the Fog
Oh My God ! They drugged the Black Cat ! She can't stop dancing until you
turn the music off.

The tops of the smoke stacks have been turned into giant bananas. Just when
Spidey's talking about bananas in tailpipes. Hmmmmm....

Did You Know ? - There's Spider armour hidden in a room at the top of the 
central core. You can see it during the starting viewshot.

Did You Know ? - Control room B has the equipment stolen way back in the 

Level 32 - Spidey vs. Doc Ock!
You must face the fury of Mini-Ock ! NOOOOOOOOOOO !

Also, the background is a little bit psychdelic. Just a bit. And who is
Dr Love anyway ?

Level 33 - Spidey vs. Carnage!
Not only is there a shark circling round and round the arena, but the Sub-
Mariner is watching as well.

Level 34 - Spidey vs. Monster-Ock!
No changes I could see (but then, I was running very fast).

Did You Know ? - The girl in the pin-up behind Mysterio also has a goldfish
bowl for a head.

Stan Lee and Steve Ditko for creating Spiderman.
Neversoft for one hell of an adaptation.
J. Grevas for his walkthrough at gamesfaqs
gamesfaqs for hosting this faq.
gameswinners for hosting this faq.
gameadvice also for hosting this faq.
Beul Larn for his Scorpion tips
Kevin Campagna, Shin Riggs and Dragonmaster1186 for the dancing 
Spiderman tip
Mark Fishpool for all those "why don't you...."

Thanks for reading.

Happy web-slinging!


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