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1'''As a Moments subpage, all spoilers are unmarked [[Administrivia/SpoilersOff as per policy.]] Administrivia/YouHaveBeenWarned.'''
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6[[quoteright:350:https://static.tvtropes.org/pmwiki/pub/images/carnagecorpse.png]]
7 [[caption-width-right:350:"I've seen this before; this red goop, bodies drained to husks... There's only one thing that could do this... ''one thing...''"]]
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9* The fragments of the Tablet affect each person heavily in different ways, but using their power is also shown to sometimes cause very horrible and (judging by The Goblin’s intro), possibly very PAINFUL transformations in the user! The glowing eyes that they receive don’t exactly help make you comfortable either.
10* [[CityNoir The entire Noir universe wholeheartedly!]] Compared to the other three universes which usually either have a [[LighterandSofter lot of funny moments in addition to the drama]] or at least have one mission that focuses on a more serious issue as a result of the villains using the fragments, this one [[DarkerandEdgier takes a VERY sharp turn]] and EVERY missions' plot has a darker storyline and EVERY level has a far more unnerving environment due to the addition of stealth as well as the overall premises! For example,
11** The Noir universe depicts an ominous, shady, and overall [[CrapsackWorld much dirtier version of New York]] set during the [[TheThirties Great Depression]] that is [[AlwaysNight always shown to be in the middle of the night]].
12** As Spider-Man Noir moves throughout the city, [[DeliberatelyMonochrome the environment constantly shifts from being black and white]] to [[SplashOfColor a sepia tone in addition other colors]].
13** The music sounds disjointed and ever so slightly off-tune, and the melody exists mostly fainted in the background. The most notable sounds are the ever persistent coughing from some smoker that you never spot, and that distant, off-tune whistling that echoes through the alleys. And the conversations of the mooks, who are terrified of "the Spider".
14** It also doesn’t help that the Noir villains are all former members of the freak show and are determined to get revenge for all the years they suffered. Not to mention that because The Goblin was the one who ordered Noir Uncle Ben to be killed with Noir Vulture doing the dirty work, Spidey has a [[ItsPersonal grudge against virtually all of the Noir villains]] and has a more understandable reason to want to take them down besides simply collecting the fragments they have.
15** Spider-Man Noir himself, while he does have a few occasional snarker moments here and there, he is clearly much less of a jokester than the other three Spider-Men, and is overall the more serious out of the three as well.
16*** He may even be a little more aggressive than the others too (which is saying something since Ultimate Spidey has the Symbiote Suit here), due to his desire for vengeance for what the villains had all done to him beforehand. His treatment of the mooks has to be seen; he punches them to the head or against the walls, and you can ''hear'' something give.
17*** Noir is a walking MookHorrorShow; he comes out of ''nowhere'' and there's no telling how long he's been there, and disappears just as fast. The goons talk about him all the time, and as he takes out more people, they increasingly freak out.
18** In the DS version, the first Noir stage where Spider-Man has to take a tablet fragment from Boomerang in a museum, there are goons that are armed with a club comprising of ''the human skull and spine''!
19* While its not really terrifying, Spider-Man Noir getting caught and setting off the alarm can easily give someone a jump as well as serve as a reminder to pay better attention next time.
20* Pretty much all three of Noir’s villains all have their own terrifying traits.
21** All three used to be involved in the [[TheFreakShow carnival freak show circuit]].
22** Noir Hammerhead, a ruthless loan shark working under Osborn who was known for bumping off anyone unfortunate enough to be late on their payments.
23** Noir Vulture, a vengeful cannibal who killed and ate Uncle Ben on The Goblin’s orders, threatens his henchmen with death by similar fates if they fail him, and takes bites at the screen with unpleasant close-ups during his [[PressXToNotDie quick-time events]].
24** Noir Goblin, a former circus freak who was discriminated against for his naturally scaly skin. He would move on to become [[TheDon the leader of a local crime syndicate in the city]], and inspire fear and respect in all who knew of him.
25* [[CircusOfFear Goblin's stage]]. It's like something out of of a Creator/StephenKing novel, not helped at all by the rather grisly ringmaster and his band of vengeful circus freaks.
26** The large clown face puzzles can also be rather unsettling, especially when, if Spidey picks the wrong one in either instance, the faces let out an eerie cackle as he gets forcibly yanked into them before being dropped back in to the room.
27** After Spidey defeats the first wave of Goblin’s men, there’s a brief moment of complete silence as Osborne’s voice calls out, but he is nowhere to be seen. This continues for a few more seconds with Spidey looking around trying to locate him when, without any warning, Goblin [[JumpScare leaps out of the shadows]] and attacks Spidey!
28** The whole fight where Spider-Man Noir gets gassed and has to tango with a wave of mooks while in a daze! The entire segment is disorienting to say the least, and it doesn’t help that you can even hear strange sounds in the background too.
29** "ABANDON ALL HOPE...YE WHO ENTER HERE!" *All of the lights in the carnival shut off and light the path to the next area*
30---> '''Spider-Man Noir:''' [[SarcasmMode Cheery]].
31* The music of the Noir universe is much more quiet, eerie and methodical than the music of other universes and will become more tense as the mission progresses or when Spider-Man Noir triggers an alarm. Though this is something that all of the music in all of the universes do, because of it, it sets the tone perfectly for Noir Spidey and his stealth-based prerogative!
32* Compared to Electro and Deadpool, Carnage poses a much more serious threat. Take the following facts: The Ultimate ‘verse’s S.H.I.E.L.D made a stupid decision and their base was all but destroyed, everyone Carnage killed reanimated as zombies, [[FridgeHorror and there's a very likely chance that if Ultimate Spider-Man failed, the world would have been screwed]] or the damage that was done would be impossible to completely fix.
33** Compared to the levels with Electro and Deadpool, Ultimate Spider-Man is way more serious and angry, ditching the jokes in lieu of barely suppressed anger. And everyone knows that [[SarcasmFailure if Spidey ain’t making jokes]], [[OOCIsSeriousBusiness you know the situation is totally FUBAR.]]
34-->'''Spider-Man:''' [Carnage] never had [zombification powers] before. Tell me this doesn’t have anything to do with being exposed to a mystical fragment.
35-->'''Scientist:''' My God! How did you know?
36-->'''Spider-Man:''' Oh, you stupid...
37-->'''Scientist:''' [[JustThinkOfThePotential We had to risk it! The energy readings we got when the two were in proximity suggested—]]
38-->'''Spider-Man:''' [[PunctuatedForEmphasis Just. Open. The door.]]
39-->'''Scientist:''' You’re-? Wait - you’re going in there after it?! Why?!
40-->'''Spider-Man:''' [[WithGreatPowerComesGreatResponsibility Because with great power comes great responsibility.]] [[TranquilFury Something]] ''[[ForScience you]]'' [[WhatTheHellHero wouldn’t understand.]]
41** In the event that Spider-Man fails the first person brawler section with Carnage where he's lashing with his tentacles, they are treated to [[https://youtu.be/71fYHCUPNDw?t=964 a slightly longer than normal death sequence]] where Carnage is shown implanting its tendrils into Spider-Man and sucking out his blood before Peter dies.
42* Similarly, Spider-Man 2099’s first two levels are pretty terrifying.
43** The Hobgoblin is, for all intents and purposes, a terrorist in all but name. [[LaughingMad Incessantly giggling like a loon,]] [[MadBomber throwing pumpkin bombs everywhere,]] and clearly having the time of his life, relishing all the chaos he’s unleashing.

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