- All of the Spider-Men in this game are like a Superheroic version of the Kings of Comedy collaborated to kick ass and make us laugh at same time, all of them being the Comedian we love them for. Deadpool is like a guest appearance too.
- In the first level, if Amazing begins to break pots, he gives out this gem.
: I'm Spider-Man, that's what I do. I break pots.
- Any interactions between Ultimate and Electro in Ultimate's first stage. Some of the notable mentions are:
- In the opening of Electro's stage.
: Ah! If it isn't the Amazing Spider-smuck! Ultimate
: Ugh, dude, pants! No one wants to see your junk! Electro
: Keep laughing, punk! (Shows off a shard of the tablet in his hand) See what I found? What do you think happens if I use it? Ultimate
: Uhhh... Interest rates go down
: YES! It's like my powers are totally unleashed - now I can absorb ALL this energy! ENERGY WITHOUT LIMIT! Ultimate
: [[Breaking the Fourth Wall
(To the player)]] And yet, still no pants.
- Somehow before the first boss battle, Electro somewhat makes Ultimate uncomfortable when he absorbs energy.
Spider-Man: Uh, eww! Do you and your generator, like, need some time alone?
- After Electro flings his fifth and sixth truck onto Ultimate, Ultimate gets fed up about it:
Ultimate: You really have a thing for trucks, huh? Are you sure you want to be called Electro? How about Elec-truck? Truckodon? Truck Master! Truckleberry Finn! Trucktor Doom! Oh, I know! Professor Pickup! That is something else.
Electro: BE QUIET!!
Ultimate: I really drove that one into the ground!
Electro: Maybe these will shut you up!!
- Pretty much the entirety of Deadpool's stage, especially when he's talking about Pete's love life.
- "Ow, my uterus!"
- "Listen, Webby, I can't have you swinging around in your footy pajamas, destroying my cameras. You're going to have to tangle with my army! And by army, I mean production assistants, and by production assistants, I mean unpaid interns, and by unpaid interns, I mean fans. You're going to have to tangle with my fans!"
- And before the final boss battle...
- This gem from 2099's third stage.
Doc Ock: Computer, this lab has been compromised. Activate self-destruct sequence... ten seconds.
Spider-Man 2099: Ten seconds? That's barely enough time to come up with a clever explosion related quip.
Doc Ock: Ooh, that must really burn you up. So long, Spider-Man. It's been a blast.
Spider-Man 2099: Oh, she's good.
- Any interaction between 2099 and Doc Ock qualifies.
Spider-Man 2099: Ooh, I'm really getting under your skin! If I keep this up, you'll have a meltdown.
Doc Ock: I won't.
Spider-Man 2099: You will!
Doc Ock: Silence!
Doc Ock: Welcome to the Shadow Division. Tomorrow's weapons developed today. And at the center, my masterpiece!
Spider-Man 2099: ...Meh.
Doc Ock: What do you mean, 'meh?'
Doc Ock: No you haven't!
Spider-Man 2099: I have, I-I totally have!
Doc Ock: It's a condensed matter reactor, the only one in existence.
: Is THAT what it is? Ohhh... Meh.
- The pair's introductions:
Doc Ock: So glad we finally meet. I'm Serena Patel, head of Alchemax's Shadow Division.
2099: Never heard of it.
Doc Ock:Yes, that's why it's called "Shadow Division".
: Ah, Touché
. So what's the Master Plan
, Patel? You shadowy types always have one.
2099: Son of a...
- Before you enter a certain room, the camera pans above the doorway to show the logo above it:
: "I've been working here for years, and I still can't believe Alchemax just straight up ripped off the Avengers logo!"
- Even funnier because you were probably thinking the exact same thing when you first saw that logo.
- Within the first five minutes:
Madame Web: And now, scale the wall with your unique adhesive ability.
Amazing Spider-Man: I believe the technical term is "stick 'em powers".
(A couple minutes later in the Ultimate universe)
Madame Web: And you can run across narrow walkways such as this one without fear of falling, due to your natural agility and powers of adhesion.
Ultimate Spider-Man: They're called "stick 'em powers"... did one of the other me's make that joke already?
Madame Web: Yes, and it was no funnier then.
- "This quest involves jumping?!"
- One of Amazing's first observations is that he better get going, since this neighborhood isn't going to "Friendly" itself.
- Amazing Spider-Man's reaction to seeing the many different Spider-Men scattered across reality:
Amazing Spider-Man: Is that... a cartoon pig?
- Amazing Spider-Man in the DS version: Conveyor belt? Am I in a video game now?
- Amazing in the DS version before entering the final portal.
- The ending after Stan Lee's narration. What'd I miss?
- The end-credit gags involving the various villains, including Kraven trying and failing to catch a bunny, Goblin working as a carnival barker, and Scorpion's inability to use scissors.
- Doc Ock 2099 is shown as an Octomom to child versions of Hobgoblin and Scorpion.
- Ultimate, fighting Carnage
"I am not losing to a monster made of - of malevolent spaghetti! ...Did I just say that?"
- In the opening of the Juggernaut's stage.
- His luck doesn't improve in the fight.
Okay, laughing boy, now hold still while I deliver the Coup de Grâce
Juggernaut: It means you're outta here! (chucks him through a building, causing him to land several blocks away)
Spider-Man: (pained) Well, I guess that's one interpretation.
- In the first Noir episode, some of the mook dialogue comes off as Seussian.
Mook 1: Did you hear about Fancy Dan?
Mook 2: Fancy Dan, the Ladies Man?
Mook 1: They found him in a garbage can.
Mook 2: Oh, man, Fancy Dan...
- This from Vulture's stage:
Thug #1: If Spider-Man shows up here, I'll fill 'im fulla daylight.
Thug #2: Pfft. It's nighttime.
Thug #1: The same principle applies!
Thug #3: But it don't sound as good. "I'm gonna fill you full of nightlight?"
Thug #2: See, this is why we're just goons. We stand around havin' stupid discussions like this.
- When Spider-Man asks Kraven how he got the tablet fragment.
Kraven: I am not completely ignorant in the ways of modern man, my friend. I secured it on... the Internet!
Spider-Man: You're joking.
Kraven: No. I had the winning bid.
- There's something strangely funny about Hobgoblin's gibbering as he bombs the place. Plus, when Spider-Man 2099 kicks them back.
Hobgoblin: Pumpkin bombs, pumpkin bombs, PUMPKIN BOMBS FOR EVERYONE!
Spidey: No, thanks, you can keep this.