Spider-Man What If Guide v2.1 - John Koenigsbeck
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Spider-Man What If Guide

by John Koenigsbeck   Updated to v2.1 on
This walkthrough was originally written for Spider-Man on the PSX, but the walkthrough is still applicable to the DC version of the game.
Spider-Man What If? Walkthrough
Copyright 2001, John Koenigsbeck
Version 2.1

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.
18th Oct 2000 - Version 1.3.
More updates. Added the secret room in the Bugle's basement (Thanks Roger!)
and a couple of others.
8th Dec 2000 - Version 2.0.
Quite a bit of updates that had sat around for a while and rewriting a few
bits. Not entirely finished yet, so if anyone can help complete it, let me
know. Thanks.
28th Jan 2000 - Version 2.1
As close to final as possible. Thanks to everyone who e-mailed me with
suggestions and help.

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. If
you're a long time Marvel Comics fan, you'll definitely like them.

How do I enter 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.

WARNING - This cheat only works for the Playstation version of the game.
It will not work for the Nintendo 64 version. Anybody know whether there
even is a What if mode for the Nintendo ?

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, when you start a game using the What if mode, you cannot save it 
partway, as when you come back, you will be in the middle of the regular
game. If you must leave it halfway, try using some of the other cheats
around to get back to where you were.

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 ?
Update - Nightcrawler2861 assures me that it's on a hard to spot alcove
on the side of the bank. However, I still can't find it. Can anybody
confirm this ?

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.

Did you Know ? - The television in Jonah's office has a picture from Tony
Hawks 2 on it.

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.

Did You Know ? - The Green Goblin has a hidden lair on this level....

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...
This is meant to be Wagner's "Ride of the Valkyries" apparently. It's
from "Apocalypse Now".

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 also 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 "I love the smell of napalm in
the morning!". Is there an "Apocalypse Now" fan in the Neversoft office ?

Perfect Light informs me that if you take out all the policemen on the
level and then go back to the billboard at the start of the level, it
will have changed to read DULUX, which is the code for Big Head mode.
I can't get this to work, unfortunatly. Can anyone confirm this ?

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. Also, 
the copter wants you to surrender and put your hands up.

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 on the right hand side which has a
billboard advertising a newspaper - The Daily Glossip. The billboard suggests
there are monsters in the sewers and shows a picture of the Lizard.
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.

Did You Know ? - One of the billboard is advertising The Daily Grind coffee
shop where Ben Reilly worked.

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!"

Also, if you let Venom pull you closer with his webbing, you will hear him
say "Get back here" like in Mortal Kombat.

Level 15 - Sewer Entrance
The second time you encounter the lizardmen (when the door shuts behind
you and four lizardmen come out), one of them is leaving an interesting
trail behind him.... Guess the Lizard hasn't got them house trained yet !

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".

At the start of the level, right after Venom says "Hang on Parker, Mary
Jane's at the next stop!", there's a new speech from Venom : "Pop quiz,
hotshot - you're on the roof of a speeding subway train, mutant lizards
are attacking you and your wife has been taken hostage. What do you do ?
What do you do ?" Someone's been watching "Speed" too much !

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. Just stroll
around and pick up the health and web packs.

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!
Spidey is still claiming Venom's tickling him.

If your webbing hits one of the switches, Mary Jane yells at you "The 
switch, you idiot! Turn off the switch!"

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 of the level "There is no spoon". Why ????

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!
If Spiderman falls into the printing press, the papers will start coming
out of the machine with little squashed Spideys on them :)

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.

Did You Know ? - There's a secret room in the second generator room too.
Just go to the far room and walk through the wall. As Spidey says "who 
would put a hologram here ?".

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

In the first warehouse, there an official Marvel No-Prize box in the 
upper left hand corner.

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
When you enter the first room, Spiderman says something like "Nice 
detailing Gumwood. I like it".

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. It seems to be the same for other
people too.

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. If you look closely out of the window you can
see him standing of the back of a whale, waving a trident.

Make sure you get him fully in your view, and when you finish the game or
level, he will be available to look at in the Character list.

Carnage's voice is even higher than before and he says different things
like "I bet you weren't expecting that!"

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 www.gamesfaqs.com
www.gamesfaqs.com for hosting this faq.
www.gameswinners.com for hosting this faq.
www.gameadvice.com also for hosting this faq.
Beul Larn for his help with the Scorpion.
Kevin Campagna, Shin Riggs and Dragonmaster1186 for the dancing Spiderman.
Ciaran Conliffe for the Tony Hawkes tv set and helping with my confusion
about the Mary Jane quotes.
opus@nyc.rr for the warning about having to restart if interupted.
Rikimaru, Ciaran Conliffe(again), Luke March, jneale, and Matt Gardner for
the Speed quotes.
AKnight20 and SSGohan for discovering the Marvel No-Prize.
erenas for spotting the Daily Grind billboard.
Luke Studer for the Mortal Kombat quote.
Jim McNamara for the squashed Spidey tip.
Beul Larn(again) and Josh Johnson for the spoon quote.
HeavyArmsx187 and "Peter Packer"  for the lizardmen in the sewer tip.
Vinnie Bodo, Michael Hendricks, jneale (again), Jack Keaton, Scott Smejkal
and Jim McNamara(again) for the Apocalypse Now quotes.
SSGohan(again) for the Underwater trench help.
Roger Frederick for the secret room in the Bugle's basement.
Mark Fishpool for all those "why don't you...."

Thanks for reading.

Happy web-slinging!