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* LargeHam: Being hammy is a staple of the character and actor, considering David Kaye is voicing him with his [[WesternAnimation/TransformersBeastWars Mega]][[Anime/UnicronTrilogy tron]] voice.

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* LargeHam: Being hammy is a staple of the character and actor, considering David Kaye is voicing him with his [[WesternAnimation/TransformersBeastWars [[WesternAnimation/BeastWars Mega]][[Anime/UnicronTrilogy tron]] voice.
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->''"I could kill you or I could explain everything and ''then'' kill you. Nah, I think I'll just kill you."''

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->''"I could kill you or I could explain everything and ''then'' kill you. Nah, I think I'll just kill you."''

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* KillItWithFire: Its biomass is unable to withstand intense heat, much like Spidey's own symbiote suit in the Ultimate Universe, which is why S.H.I.E.L.D. dispatches mechs with built-in flamethrowers to fight the zombie hordes.


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* WeakToFire: Its biomass is unable to withstand intense heat, much like Spidey's own symbiote suit in the Ultimate Universe, which is why S.H.I.E.L.D. dispatches mechs with built-in flamethrowers to fight the zombie hordes.
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!!!Voiced by: Creator/JimCummings

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!!!Voiced by: Creator/JimCummings
Creator/{{Jim Cummings|1952}}



!!!'''Voiced by:''' Creator/JimCummings

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!!!'''Voiced by:''' Creator/JimCummings
Creator/{{Jim Cummings|1952}}

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!!The Goblin/Norman Osborn

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!!The Goblin/Norman OsbornGoblin[=/=]ComicBook/NormanOsborn



* CircusBrat: He spent his whole childhood as a circus freak in a cage for the crowd's enjoyment. No wonder he's so evil.



* TheFreakShow: Was a member of this in his earlier years.



* TheFreakShow: Was a member of this in his earlier years.
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\\
A synthetic lifeform created by the Alchemax Corporation to fight Spider-Man. He uses one of the tablet fragments to gain the ability to create copies of himself, coupling it with his own power to manifest a nightmarish dimensional field.

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A possibly synthetic lifeform created by the Alchemax Corporation to fight Spider-Man. He uses one of the tablet fragments to gain the ability to create copies of himself, coupling it with his own power to manifest a nightmarish dimensional field.

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* FutureMeScaresMe: [[spoiler:He isn't fond to learn he becomes a CorruptCorporateExecutive with a GodComplex in ''Edge of Time''.]]

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* FutureMeScaresMe: [[spoiler:He isn't fond to learn he becomes a CorruptCorporateExecutive with a GodComplex and GodhoodSeeker in ''Edge of Time''.]]


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* PsychicLink: [[spoiler:Has one with Miguel in ''Edge of Time''.]]


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* PsychicLink: [[spoiler:Sets one up with Amazing Peter in ''Edge of Time''.]]
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* See [[Characters/SpiderManEdgeOfTime here]] for characters in the follow-up, ''VideoGame/SpiderEdgeOfTime''.

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* See [[Characters/SpiderManEdgeOfTime here]] for characters in the follow-up, ''VideoGame/SpiderEdgeOfTime''.
''VideoGame/SpiderManEdgeOfTime''.

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* See [[Characters/SpiderManEdgeOfTime here]] for characters in the follow-up, ''VideoGame/SpiderEdgeOfTime''.



!!!'''Voiced by:''' Creator/NeilPatrickHarris (consoles), Creator/JoshKeaton ([=DS=])

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!!!'''Voiced by:''' Creator/NeilPatrickHarris (consoles), (consoles, ''Shattered Dimensions''), Creator/JoshKeaton ([=DS=])
([=DS=], ''Shattered Dimensions''; ''Edge of Time'', all versions )



* FutureMeScaresMe: [[spoiler:He isn't fond to learn he becomes a CorruptCorporateExecutive with a GodComplex in ''Edge of Time''.]]



!!!'''Voiced by:''' Dan Gilvezan

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!!!'''Voiced by:''' Dan Gilvezan
Gilvezan (''Shattered Dimensions''), Creator/ChristopherDanielBarnes (''Edge of Time'')



* AdaptationPersonalityChange: This Miguel is more fond of quipping and jokes than his comic counterpart, who is normally terse in costume and a smartass as Miguel.

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* AdaptationPersonalityChange: This Miguel is more fond of quipping and jokes than his comic counterpart, who is normally terse in costume and a smartass as Miguel. He's closer to his canon self in ''Edge of Time''.

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* {{Adorkable}}: They ''are'' cool, but the times they're actively ''trying'' to be cool are just dorky. Least seen with Noir, who had much of the adorable [[CrapsackWorld smashed out of him.]]


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* EndearinglyDorky: They ''are'' cool, but the times they're actively ''trying'' to be cool are just dorky. Least seen with Noir, who had much of the adorable [[CrapsackWorld smashed out of him.]]
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* DirtyCoward: Hilariously so. He when you defeat him in the first half of his level, he runs off to... uh... floss. Or maybe he's just running away like a sniveling coward to get a dictionary and look up "sniveling."

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\\



* BattleThemeMusic: "Aberration", a dark techno theme with scuttling sounds.

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* BattleThemeMusic: "Aberration", a dark techno theme with scuttling sounds. It lacks a Fragment Mix.

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* AlwaysNight: All of Noir's levels take place at nighttime. Understandable, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.



* AlwaysNight: All of Noir's levels take place at nighttime. Understandable, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.

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* {{Adorkable}}: They ''are'' cool, but the times they try to be cool are just dorky. Least seen with Noir, who had much of the adorable [[CrapsackWorld smashed out of him.]]

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* {{Adorkable}}: They ''are'' cool, but the times they try they're actively ''trying'' to be cool are just dorky. Least seen with Noir, who had much of the adorable [[CrapsackWorld smashed out of him.]]



* BadassBookworm: All of them are nerds and are incredibly smart. Amazing's a radiologist, Noir's studying science for college, O'Hara's a geneticist and Ultimate's the school nerd.
* DeadpanSnarker: As always, Spider-Man snarks toward his enemies.

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* BadassBookworm: All of them are nerds Fitting Peter Parker and are incredibly smart.Miguel O'Hara's backgrounds in their respective scientific fields. Amazing's a radiologist, Noir's studying science for college, O'Hara's a geneticist and Ultimate's the school nerd.
* DeadpanSnarker: As always, A given with Spider-Man snarks toward his enemies.in any alternate universe. Even Noir does it.



* HealingFactor: All of them have health regeneration. Noir has the fastest health regeneration when he's undetected.
* ImprovFu: The Spideys mostly rely on their acrobatics and super strength instead of any set form. Well, except for Noir, who somehow knows Chinese Kung Fu.
* NoHoldsBarredBeatdown: One of their most powerful moves, Eight-Legged Fury. All of them have an awesome version.

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* HealingFactor: All of them have health regeneration. Noir has the fastest health regeneration when regeneration, as long as he's undetected.
undetected or hidden in shadows away from enemy fire.
* ImprovFu: The Spideys mostly rely on their acrobatics and super strength instead of any set form. Well, except Save for Noir, who somehow knows Chinese Kung Fu.
* NoHoldsBarredBeatdown: One of their most powerful moves, Eight-Legged Fury. All of them have an awesome version.unique, impressive version of the move, as they do to each of their fighting styles.



** Spider-Man Noir throws out Chinese RapidFireFisticuffs

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** Spider-Man Noir throws out Chinese RapidFireFisticuffsRapidFireFisticuffs.



* VigilanteMan: Technically still outside the law. Most traditionally seen with Noir, [[CrapsackWorld whose setting needs somebody outside the law]].

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* VigilanteMan: Technically still outside the law. Most traditionally seen with Noir, [[CrapsackWorld whose setting needs ''needs'' somebody outside the law]].



--> Voiced By: Creator/NeilPatrickHarris (on the consoles), Creator/JoshKeaton (on the [=DS=])

-->''"Who am I to refuse a lovely lady? Lead on, MW."''

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--> Voiced By: !!!'''Voiced by:''' Creator/NeilPatrickHarris (on the consoles), (consoles), Creator/JoshKeaton (on the [=DS=])

-->''"Who
([=DS=])

->''"Who
am I to refuse a lovely lady? Lead on, MW."''
"''

\\



* DishingOutDirt: A lot of his more powerful moves involve rocks or boulders.

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* DishingOutDirt: A lot of his more powerful moves involve rocks or boulders.boulders grabbed off the ground in chunks to be hurled or slammed against enemies.



** To illustrate this, the powerful Eight-Legged Fury combo. Where as 2099, the second fastest Spider-Man, merely does a SpinAttack, Amazing suddenly becomes fast enough to FlashStep and [[NoHoldsBarredBeatdown pummel his foes]] so fast he leaves SpeedEchoes!

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** To illustrate this, there's his version of the powerful Eight-Legged Fury combo. Where as 2099, the second fastest Spider-Man, merely does a SpinAttack, Amazing suddenly becomes fast enough to FlashStep and [[NoHoldsBarredBeatdown pummel his foes]] so fast he leaves SpeedEchoes!



--> Voiced By: Creator/ChristopherDanielBarnes

-->''"Say your prayers, punks. Here comes the Spider-Man."''

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--> Voiced By: !!!'''Voiced by:''' Creator/ChristopherDanielBarnes

-->''"Say ->''"Say your prayers, punks. Here comes the Spider-Man."''
"''

\\



* AndNowForSomeoneCompletelyDifferent: The other three Spider-Men travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around at night, in a world that has very little color and is usually in black and white, and slowly defeating opponents via stealth and strategically planning out his attacks.
* AwesomeYetImpractical: A lot of his takedowns are not silent at all, and take way too long. Close-range takedowns are even worse since you literally have no excuse except challenges to do them. Longer range ones are possibly subverted as you can drag enemies into the shadows before you knock them out, and then web zip somewhere else if someone hears you.
* BlowYouAway: His crowd control and uppercut moves have a wind theme for their names.
* DarkIsNotEvil: Black all over, and sticks to the shadows to takedown foes stealthily and brutally. An idealist despite how dark his world is.
* AlwaysNight: All of Noir's levels take place at night. Understandable, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.
* FightsLikeANormal: The other Spider-Men have their durability, so they can just charge in and tank everything. Noir takes on people with guns as a a normal unarmed person would: by sneaking up and doing them in silently. Even in direct combat he barely relies on web powers. [[FridgeBrilliance Probably because he just got them]]. Notably, he's the only Spider-Man with any sort of recognizable fighting style, specifically a combination of GoodOldFisticuffs and Chinese Martial arts. Really supports how some think Spidey relies too much on his Spider-Sense.

to:

* AndNowForSomeoneCompletelyDifferent: The other three Spider-Men travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they fighting styles, usually just charge charging right in with all guns blazing. Whereas Noir throws you a curveball by always having him running around at night, in a world that has very little color and is usually in black muted and white, and somber, slowly defeating opponents via stealth and strategically planning out his attacks.
* AwesomeYetImpractical: A lot of his takedowns are not silent at all, and take way too long. long to carry out. Close-range takedowns are even worse since you literally have need to be basically touching the enemy to pull it off, which will either leave you exposed to light or let the mooks in the vicinity fire back immediately after you approach, and there's no excuse to even risk it except challenges to do them. for the challenges. Longer range ones are possibly subverted a subversion, as you can drag enemies into the shadows before you knock them out, and then web zip somewhere else if someone hears you.
* BlowYouAway: His crowd control and uppercut moves attack animations have a wind theme for to them and their names.
* DarkIsNotEvil: Black all over, and sticks to the shadows to takedown foes stealthily and brutally. An Still an idealist despite how dark his world is.
* AlwaysNight: All of Noir's levels take place at night.nighttime. Understandable, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.
* FightsLikeANormal: The other Spider-Men have their durability, so they can just charge in and tank everything. Noir takes on people with guns as a a normal unarmed person would: by sneaking up and doing them in silently. Even in direct combat combat, he barely relies on web powers. [[FridgeBrilliance Probably because because, at least here, he just got them]]. Notably, he's the only Spider-Man with any sort of recognizable fighting style, specifically a combination of GoodOldFisticuffs and Chinese Martial arts. Really supports how some think Spidey relies too much on his Spider-Sense.



* ItsPersonal: Notably, unlike the other Spider-Men who simply take the villains as they come, this Peter Parker has suffered much at their hands and HATES them with a passion. Seen especially with [[YouKilledMyFather Vulture and Osborn]].

to:

* ItsPersonal: Notably, unlike the other Spider-Men who simply take the villains as they come, this Peter Parker has suffered much at their hands and HATES them with a passion. Seen especially with [[YouKilledMyFather Vulture and Osborn]].Osborn]], both being responsible for the death of Uncle Ben in this timeline.



* WeakButSkilled: Unlike the other Spider-Men who can easily tank gunshots and dodge them with ease, Noir has to rely on hiding. However, he's ''good'' at it, mastering his web and crawling powers instantly to stealth kill with ease. He even uses Chinese martial arts instead of mere acrobatics or webbing like the other Spider-Men. Best exemplified by his interactions against gun-wielding opponents: to highlight the emphasis on stealth, Noir cannot sustain too much gunfire in comparison to his alternate counterparts, and he also lacks the disarm skill that the other Spider-Men can learn.

to:

* WeakButSkilled: Unlike the other Spider-Men who can easily tank gunshots and dodge them with ease, Noir has to rely on hiding. However, he's ''good'' at it, mastering his web and crawling powers instantly to stealth kill with ease. He even uses Chinese martial arts instead of mere acrobatics or webbing like the other Spider-Men. Best exemplified by his interactions against gun-wielding opponents: to highlight the emphasis on stealth, Noir cannot sustain too much gunfire in comparison to his alternate counterparts, and he also lacks the disarm skill that the other Spider-Men can learn. Anytime you have to fight mooks in direct combat in the Noir universe, notice how none of them use guns like they do in any of the other continuities.



--> Voiced By: Dan Gilvezan

-->''"That's me, out to save the universe and look good while doing it!"''

to:

--> Voiced By: !!!'''Voiced by:''' Dan Gilvezan

-->''"That's ->''"That's me, out to save the universe and look good while doing it!"''
it!"''

\\



* BulletTime: His Accelerated Vision enables him to slow down his surroundings and make it easier to dodge stuff.



* BulletTime: His Accelerated Vision enables him to slow down his surroundings and make it easier to dodge stuff.
* LightningBruiser: Combat speed wise, he isn't as fast as Amazing, but he's still the next fastest. So fast, in fact, that he leaves ''after-images'' behind when he attacks.

to:

* BulletTime: His Accelerated Vision enables him to slow down his surroundings and make it easier to dodge stuff.
* LightningBruiser: Combat speed wise, he isn't as fast as Amazing, but speed-wise, he's still the next second fastest. So fast, in fact, that he leaves ''after-images'' behind when he attacks.



* SheFu: Most visibly out of all the Spider-Men, his attacks are femininely acrobatic. All of his heavy attacks and his Spider Swipe and Spider Fang combos are all involve long strings of extended kicks, almost making him a KickChick. In the first-person fight segments, he does not close his fist to punch, making it look like a bizarre, futuristic martial art.

to:

* SheFu: Most visibly out of all the Spider-Men, his attacks are femininely acrobatic. All of his heavy attacks and his Spider Swipe and Spider Fang combos are all involve long strings of extended kicks, almost making him a KickChick.male version of the KickChick trope. In the first-person fight segments, he does not close his fist to punch, making it look like a bizarre, futuristic martial art.



* WolverineClaws: The claws on his costume aren't just design. He uses slash attacks a lot. [[GameplayAndStorySegregation They sadly don't have the poisonous Spider Venom]].

to:

* WolverineClaws: The claws on his costume aren't just design. He uses slash attacks a lot. [[GameplayAndStorySegregation They sadly don't have the poisonous Spider Venom]].Venom he uses in the comics]].



--> Voiced By: Creator/JoshKeaton

-->''"See you later, older and less-cool versions of me."''

to:

--> Voiced By: !!!'''Voiced by:''' Creator/JoshKeaton

-->''"See ->''"See you later, older and less-cool versions of me."''
"''

\\



* DivergentCharacterEvolution: Ultimate Spidey's own unwilling usage of the symbiote helps differentiate himself from his older Amazing counterpart, seeing as his powers and costume otherwise would make him too similar.
* HeightAngst: PlayedForLaughs as several characters mock him for his height.
* LightningBruiser: Third fastest of all the Spider-Men, with his black suit powers and his rage mode making his own unique fighting style.

to:

* DivergentCharacterEvolution: Ultimate Spidey's own unwilling usage of the symbiote helps to differentiate himself him from his older Amazing counterpart, seeing as his powers and costume otherwise would make him too similar.
* HeightAngst: PlayedForLaughs PlayedForLaughs, as several characters mock him for his height.
* LightningBruiser: Third fastest of all the Spider-Men, with his black suit powers and his rage mode making creating his own unique fighting style.



--> Voiced By: Creator/JimCummings

to:

--> Voiced By: Creator/JimCummings!!!Voiced by: Creator/JimCummings

->''"Welcome, Spider-Man! Welcome to the jungle!"''

\\
A Soviet immigrant and wealthy big game hunter who seeks to hunt down Spider-Man to prove he's the greatest hunter in the world. He captures Spider-Man and traps him in a jungle where he and his disciples are waiting for their chance to kill him over the tablet fragment. Said fragment later gives him super-speed and superhuman agility.



* AffablyEvil: He's very polite and has a sense of honor, but will still add your head to his trophy case.
* AxCrazy: He's obsessed with attacking and killing Spider-Man and doesn't go easy on him at all.
* BadassBoast: Does this before each of his boss battles.
* BadBoss: He's not above killing his own henchmen to get to Spider-Man.
* BeardOfEvil: Like most incarnations of the character, he has facial hair.

to:

* AffablyEvil: He's very polite and has a sense of honor, but will still do anything in his power to add your head to his trophy case.
* AxCrazy: He's obsessed with attacking and killing Spider-Man and doesn't go easy on him at all.
all. That being said, he also seems to put his own students through TrainingFromHell and will even attack them if they break his "hunter's code".
* BadassBoast: Does this before each of his boss battles.
battles, fitting for someone who wants to be recognized as a great hunter.
* BadBoss: He's not above killing his own henchmen to get to Spider-Man.
Spider-Man, either by accident or deliberately if they displease him.
* BattleThemeMusic: "Thrill of the Hunt", a tense song with tribal beats and a male choir. He's one of the few villains whose boss theme doesn't have a "Fragment Mix" in the soundtrack.
* BeardOfEvil: Like most incarnations of the character, he has facial hair.a rugged, rough beard.



* EgomaniacHunter: He hunts Spider-Man solely for the sake of having an interesting target.
* GlowingEyesOfDoom: When using the fragment, his eyes glow with power.
* HuntingTheMostDangerousGame: He's obsessed with hunting Spider-Man, who is a human being with spider powers.

to:

* EgomaniacHunter: He hunts Spider-Man solely for the sake of having an interesting target.
target and for the recognition it would supposedly bring him.
* GlowingEyesOfDoom: When using the fragment, his eyes glow yellow with power.
* HuntingTheMostDangerousGame: He's obsessed with hunting Spider-Man, who is a human being with spider powers.



* KukrisAreKool: His main melee weapon is a pair of kukris.
* MundaneSolution: When Spider-Man asks how Kraven got his hands on one of the Tablet fragments, he reveals that he simply bought it on the internet to Spidy's bafflement.
* SuperSpeed: Gets superhuman speed from the fragment.
* VillainousBreakdown: When Spider-Man beats him for the first time, he rages.

to:

* KukrisAreKool: His main melee weapon is a pair of kukris.
kukris that he can use for simple slashing or throwing at Spider-Man like boomerangs.
* MundaneSolution: When Spider-Man asks how Kraven got his hands on one of the Tablet fragments, he reveals that he simply bought it on the internet internet, to Spidy's Spidey's bafflement.
* SuperSpeed: Gets superhuman speed and agility from the fragment.
* VillainousBreakdown: When His first loss has him curse at Spider-Man beats for humiliating him for in front of his students, leading him to finally use the first time, fragment in his possession to give him superpowers, something he rages.refused to do before in order to keep up the "sport" he so desperately craved.



--> Voiced By: Dimitri Diatchenko

to:

--> Voiced By: !!!'''Voiced by:''' Dimitri DiatchenkoDiatchenko

->''"I can control any sand I see, now... Any sand at all!"''

\\
A common thug whose body one day came into contact with irradiated sand, merging his cells with it and making him a being who can manipulate and become sand at will. The tablet fragment increases his control over sand and extends it to the entirety of an abandoned mine and surrounding desert area, at the cost of making him spread his own consciousness way too thin and causing him to lose control.



* DishingOutDirt: Taken UpToEleven when the fragment gives him control of a mine in the middle of a desert.
* GlowingEyesOfDoom: When using the tablet, his eyes glow with power.
* KillItWithWater: All his boss fights have Spider-Man making him vulnerable to attack by hitting him with water.
* MookMaker: Sics Sand Golems on Spider-Man.
* MultipleHeadCase: In the final battle against him, he becomes three giant heads that argue with each other.
* TalkingToThemself: When the fragment's power messes up his mind, he starts becoming three heads that talk to one another.
* WithGreatPowerComesGreatInsanity: The Fragment allowed Sandman to control more sand and spread his consciousness out across it than he was ever capable of. But the act spread his mind too thin, causing him to lose touch with reality.

to:

* BattleThemeMusic: "Maelstrom", a piece meant to invoke a storm with cymbal beats that resemble the falling of sand grains.
* DishingOutDirt: His original power is to control and merge with sand. Taken UpToEleven when the fragment gives him control of a mine in the middle of a desert.
* GlowingEyesOfDoom: When using the tablet, his eyes glow with power.
Yellow, like Kraven.
* KillItWithWater: All of his boss fights have Spider-Man making him vulnerable to attack attacks by hitting him with water.
water from barrels or valves.
* MookMaker: Sics Part of his enhanced control over sand is the ability to create Sand Golems on Spider-Man.
Golems, which serve as his level's mook units.
* MultipleHeadCase: In the final battle against him, he becomes three giant heads that argue with each other.
amidst a sandstorm.
* TalkingToThemself: When While his sand powers are augmented way beyond normal, the fragment's power messes added strain to keep them up requires Marko to spread his mind, he starts becoming three heads consciousness to every part of the quarry he's controlling, eventually making him spread himself so thin that talk to one another.
he loses control of his powers and argues with himself over fighting Spider-Man in the final part of the level. One part of him even cries out that Spider-Man can help him stop.
* WithGreatPowerComesGreatInsanity: The Fragment fragment allowed Sandman to control more sand and spread his consciousness out across it way more than he was ever capable of. But the act spread his mind too thin, causing him to lose touch with reality.control of himself.



--> Voiced By: Matt Willig

to:

--> Voiced By: !!!'''Voiced by:''' Matt Willig Willig

->''"I'm the Juggernaut, remember? Once I start moving - nothing can stop me!"''

\\
The half-brother of [[ComicBook/ProfessorX Professor Xavier]] and a recurring foe of the X-Men, he's a man empowered by the Crimson Gem of Cyttorak, which gives him unmatched strength and resilience that makes him an unstoppable force once he starts moving. He accidentally takes one of the tablet fragments with him while escaping from Silver Sable's group of mercenaries, requiring Spider-Man to chase after him.



* DumbMuscle: His superhuman strength is evidently inversely proportionate to his intelligence, as he mistakes "coup de gras" for being a term referring to French cuisine.
* GlowingEyesOfDoom: When using the fragment, his eyes glow with power.
* TheJuggernaut: Obviously. Once he starts moving, nothing can stop him. [[spoiler: As Spidey demonstrates, this includes when he starts moving ''down''.]]
* LightningBruiser: He's as fast as he is strong.

to:

* BattleThemeMusic: A powerful orchestra theme named "[[MemeticMutation Don't You Know Who I Am?!]]".
* DishingOutDirt: In the final fight with him, his ground slams become so powerful that they displace the ground around him into massive shockwaves of rubble.
* DumbMuscle: His superhuman strength is evidently inversely proportionate to his intelligence, as he mistakes "coup de gras" "coup-de-grace" for being a term referring to French cuisine.
* GlowingEyesOfDoom: When using the fragment, his eyes glow with power.
A darker shade of yellow.
* TheJuggernaut: Obviously. Once he starts moving, nothing can stop him. [[spoiler: As [[spoiler:As Spidey demonstrates, this includes when he starts moving ''down''.]]
* LightningBruiser: He's as As is part of the character, he's frighteningly fast as for someone that massive, essentially being a human freight train that only stops when he is strong.wants to.



* MutuallyExclusiveMagic: The power of the Fragment clashes with the power of the Crimson Gem, rendering him vulnerable.
* NoIndoorVoice: He's constantly shouting.

to:

* MutuallyExclusiveMagic: The power of the Fragment fragment clashes with the power of the his Crimson Gem, rendering Gem when he finally uses it. While it makes him vulnerable.
even ''more'' powerful, it also takes away his resilience and makes it easier to hurt him.
* NoIndoorVoice: He's constantly shouting.He has only a couple of lines where he isn't shouting at the top of his lungs.



* SuperStrength: Already possesses this, but the Fragment ramps it UpToEleven at the cost of his NighInvulnerability.

to:

* SuperStrength: Already possesses this, but the Fragment fragment ramps it UpToEleven at the cost of his NighInvulnerability.



--> Voiced By: Creator/DavidKaye

-->''"This is what ''real'' power feels like!"''

to:

--> Voiced By: !!!'''Voiced by:''' Creator/DavidKaye

-->''"This ->''"This is what ''real'' power feels like!"''like!"''

\\
A failed special effects artist and magician who turned to crime after his talents landed him a dead-end job, causing him to become one of Spider-Man's many enemies when the Webhead sent him to jail. The game's main antagonist, he wants to gather all the fragments of the tablet in order to become the most powerful being in existence.



* AdaptationalJerkass: Mysterio traditionally is still evil, but mostly amounts to being a [[HarmlessVillain jovial self-aware prankster]] who happens to have very convincing tech. ''This'' one is a full-blown OmnicidalManiac who wants to destroy all of reality and remake it in his image.

to:

* AdaptationalJerkass: Mysterio traditionally Mysterio, traditionally, is still evil, but mostly amounts to being a [[HarmlessVillain jovial self-aware prankster]] who happens to have very convincing tech. ''This'' one is a full-blown OmnicidalManiac who wants to destroy all of reality and remake it in his image.



* BigBad: He's the main villain of the game.
* BlackMagic: One fragment of the tablet grants him powerful dark magic.
* EvilSoundsDeep: His voice is deep and hammy.

to:

* BattleThemeMusic: "Arcane God", which has four variations to fit with each Spider-Man that battles him.
* BigBad: He's the main villain of the game.
''Shattered Dimensions'' as a whole.
* BlackMagic: One fragment of the tablet grants him powerful dark magic.
magic. The full Tablet ascends it to full-on reality warping.
* BossRush: His strategy against Ultimate Spidey is to summon spiritual versions of past bosses through energy spheres to fight for him. To damage Mysterio in this phase, Spider-Man needs to destroy the spheres.
* EvilSoundsDeep: His Played with. He deliberately deepens his voice is deep and hammy.to sound more intimidating, but the Tablet's power makes the deeper tone legitimate. When he's defeated, he's back to whimpering like a coward.



* MasterOfIllusion: The fragments promote him to RealityWarper status.

to:

* MasterOfIllusion: His usual ''modus operandi'', using elaborate tricks and his mastery of special effects to play mind games with Spider-Man and any other hero he faces. The fragments then promote him to RealityWarper status.status.
* MookMaker: His God form has the ability to summon energy constructs to fight for him.



* VillainousBreakdown: Goes from declaring himself a god to increasingly aggravated as you defeat him.

to:

* SkullForAHead: When in possession of the full Tablet of Order and Chaos, his head inside the glass dome helmet becomes a frightening skull.
* VillainousBreakdown: Goes from declaring himself a god to becoming increasingly aggravated desperate and frightful for his position as you defeat him.take him down phase by phase.



-->Voiced By: Creator/JohnDiMaggio

-->''"Hey spider, wanna go a few rounds?"''

Joseph Lorenzini was born with a deformity: he had a flat, thick skull that set him apart from everyone else. He worked as a circus freak under the name "The Human Bulldozer", before being recruited by The Goblin as a lieutenant and loan shark in his criminal empire. In their first encounter, The Spider-Man stealthily took down his henchmen and fought Hammerhead while he used a giant machine gun. The Spider-Man had to wait for Hammerhead to stop firing before sneaking up behind him to defeat him. Eventually, Hammerhead decided to unleash the powers of the Tablet of Order and Chaos, and had giant guns fused to his arms.The Spider-Man then took him down by getting him to shoot at engines while attacking him from within a shroud of steam. Once Hammerhead was defeated, The Spider-Man retrieved the fragment and moved on.

to:

-->Voiced By: !!!'''Voiced by:''' Creator/JohnDiMaggio

-->''"Hey ->''"Hey spider, wanna go a few rounds?"''

\\
Joseph Lorenzini was born with a deformity: he had a flat, thick skull that set him apart from everyone else. He worked as a circus freak under the name "The Human Bulldozer", before being recruited by The Goblin as a lieutenant and loan shark in his criminal empire. In their first encounter, The Spider-Man stealthily took down his henchmen and fought Hammerhead while he used a giant machine gun. The Spider-Man had to wait for Hammerhead to stop firing before sneaking up behind him to defeat him. Eventually, Hammerhead decided to unleash the powers of the Tablet of Order and Chaos, and had giant guns fused to his arms.The Spider-Man then took him down by He's tasked with getting him to shoot at engines while attacking him from within a shroud of steam. Once Hammerhead was defeated, The Spider-Man retrieved the tablet fragment and moved on.to his boss, but ends up using it himself to fuse his own guns to his body, turning his whole skin into metal.



* ArmCannon: After being empowered by the tablet fragment, his arms morph into advanced weaponry. The credits show him trying to recreate the effect by having his men tie several machine guns to his arms.
* AxCrazy: He obsessively tries to kill Spider-Man Noir.
* BadassInANiceSuit: He wears a suit and proves to be a tough enemy.

to:

* ArmCannon: After being empowered by the tablet fragment, his arms morph into advanced weaponry.weaponry, namely a huge tommy gun and a grenade launcher. The credits show him trying to recreate the effect by having his men tie several machine guns to his arms.
* AxCrazy: He obsessively tries He's more subdued than the usual examples of this trope, but he really lets loose when he gets to kill Spider-Man Noir.
shoot Spider-Man.
* BadassInANiceSuit: He wears a suit and proves A pinstripe tuxedo to be a tough enemy.better fit the gangster look.



* BrooklynRage: He's irate and speaks in a Brooklyn accent.
* BodyHorror: The fragment's power turns his tommy guns into {{BFG}}s and [[ArmCannon fuses them to his arms]].
* CanonForeigner: He was created for the game and didn't exist in the original Noir continuity.
* CombatPragmatist: Gladly fights dirty to win.
* EvilLaugh: Frequently laughs evilly during his boss fights.
* EvilSoundsDeep: He's a villain with a deep voice.
* GatlingGood: Hammerhead mounts himself on a Gatling Gun platform surrounded by spotlights for his first battle.
* GunsAkimbo: He wields two machine guns.
* ISurrenderSuckers: Headbutts Spider-Man after faking a surrender.
* RedAndBlackAndEvilAllOver: He's a villain wearing red and black.
* TheStarscream: It's hinted that he planned to overthrow the Goblin during a conversation with one of his mooks, but he dives into this trope when the fragment gives him his power, declaring that he'll eliminate Osborn once he's done with Spider-Man Noir.
* UseYourHead: He at one point knocks out Spider-Man Noir by headbutting him. If it's anything like his mainstream counterpart, there's a metal plate in it.
* VolcanicVeins: Glowing orange veins run over his prominant brow when empowered.

to:

* BattleThemeMusic: "The Hammer Falls", a heavy, jazzy song with strong percussion to imitate the beatings of a hammer.
* BrooklynRage: He's irate and speaks in a Brooklyn accent.
Again, to fit the gangster motif.
* BodyHorror: The fragment's power turns his tommy guns into {{BFG}}s and [[ArmCannon fuses them to his arms]].
arms]], not to mention converting his skin into metal.
* CanonForeigner: He There was no mention of Hammerhead in the Noir continuity. This version was created for this game, precisely because Hammerhead was already such a perfect fit for the game and didn't exist in the original Noir continuity.
universe due to being a perfect Mobster-type villain.
* CombatPragmatist: Gladly fights dirty Lies about giving up to win.
get a headbutt in on Spider-Man and will wait in the shadows with his tommy guns ready to fire if it means getting the job done quicker.
* EvilLaugh: Frequently laughs evilly during his boss fights.
Frequently, especially when he's shooting.
* EvilSoundsDeep: He's a villain with a deep voice.
Courtesy of John [=DiMaggio=] continuing his role from ''[[WesternAnimation/TheSpectacularSpiderMan Spectacular Spider-Man]]''.
* GatlingGood: Hammerhead mounts Mounts himself on a Gatling Gun platform surrounded by spotlights for his first battle.
* GunsAkimbo: He wields two machine guns.
Two ENORMOUS Tommy guns on each hand. The fragment upgrades them into even BIGGER guns fused to his arms.
* ISurrenderSuckers: Headbutts Spider-Man after faking a surrender.
surrender in his first boss fight.
* RedAndBlackAndEvilAllOver: He's His suit has a villain wearing red and black.
reddish tint to it amidst the black lines, giving this effect.
* TheStarscream: It's hinted that he planned to overthrow the Goblin during a conversation with one of his mooks, but he dives into this trope fully when the fragment gives him his power, declaring that he'll eliminate Osborn once he's done with Spider-Man Noir.
* UseYourHead: He at one point knocks out Spider-Man Noir by headbutting him. If it's anything like his mainstream counterpart, there's a metal plate in it.
it that can ''seriously'' make it hurt even more.
* VolcanicVeins: Glowing orange veins run over his prominant prominent brow when empowered.



--> Voiced By: Creator/SteveBlum

-->''"It's time for the Vulture to feast!"''

to:

--> Voiced By: !!!'''Voiced by:''' Creator/SteveBlum

-->''"It's ->''"It's time for the Vulture to feast!"''feast!"''

\\
A cannibal and former circus freak who became one of Norman Osborn's subordinates, and the man responsible for the death of Ben Parker in the Noir Universe. He's seeking one of the tablet's fragments under Osborne's orders, but uses it himself and becomes able to teleport as a result.



* AxCrazy: He's a murderous and insane cannibal.
* BadBoss: He threatens to eat his own men should they fail.
* BaldOfEvil: He's a bald villain.

to:

* AxCrazy: He's a murderous and A murderous, insane cannibal.
* BadBoss: Worse than Hammerhead. He threatens to eat ''eat his own men men'' should they fail.
* BaldOfEvil: He's Like any usual depiction of Toomes.
* BattleThemeMusic: "Scavenger",
a bald villain.sinister jazz theme meant to invoke a sneaky, menacing presence. One of the few themes to not have a "Fragment Mix".



* BodyHorror: His deformities already resemble the effects of this trope, but the fragment mutates him further and causes his teeth to become a bunch of needle-thin fangs on his disgusting mouth.



* FeatherMotif: Appropriately enough for the Vulture, his clothes have a feathery look to them.
* GetBackHereBoss: Vulture's whole level has Spider-Man chase him through cramped alleyways and abandoned factories.
* GlowingEyesOfDoom: When using the tablet, his eyes glow with power.
* ImAHumanitarian: In Noir's backstory, he ate and killed Uncle Ben and as noted before, he threatened to eat his own men should they fail.
* KnifeNut: He uses throwing knives to fight Spider-Man.

to:

* FeatherMotif: Appropriately enough for the Vulture, his clothes have a feathery look to them.
them. His teleportation also has him shed black feathers each time he uses it.
* GetBackHereBoss: Vulture's whole level has Spider-Man chase him through cramped alleyways and abandoned factories.
factories. Even in his boss fight, he'll try to scamper or teleport away into the shadows, requiring Spidey to chase him.
* GlowingEyesOfDoom: When using the tablet, his eyes glow with power.
Like any fragment user.
* ImAHumanitarian: In Noir's backstory, he ate and killed and ate Uncle Ben and and, as noted before, he threatened to eat his own men should they fail.
* KnifeNut: He uses Uses throwing knives to fight Spider-Man.in his boss battles.



* RedAndBlackAndEvilAllOver: He's a villain wearing red and black.
* TeleportSpam: His fragment enables him to teleport.
* ThrowDownTheBomblet: He uses firebombs against Spider-Man, which leads to one of his boss fights taking place in a burning building.
* UnexplainedRecovery: How did he survive his death in the original series? It's not explained, but it is [[LampshadeHanging said by Noir and even stated in the loading screen.]]

to:

* RedAndBlackAndEvilAllOver: He's His outfit uses a villain wearing ton of darker shades of red and the feathers on it are all black.
* TeleportSpam: His fragment tablet piece enables him to teleport.
teleport around the arena.
* ThrowDownTheBomblet: He uses firebombs molotov cocktails against Spider-Man, which leads to one of his boss fights taking place in Spidey having to save people from a burning building.
building at one point. A challenge requires you to make him drop them out of his hands during the final encounter.
* UnexplainedRecovery: How did he survive his death in the original series? It's not never explained, but it is [[LampshadeHanging said by Noir and even stated in the loading screen.]]



* WeakenedByTheLight: Spider-Man Noir stuns him by using searchlights on him.

to:

* WeakenedByTheLight: Spider-Man Noir stuns him by using searchlights on him.him during both boss encounters.



--> Voiced by: Creator/JimCummings

-->I have this unfortunate tendency to... kill things when I'm bored.

to:

--> Voiced by: !!!'''Voiced by:''' Creator/JimCummings

-->I ->''"I have this unfortunate tendency to... to kill things when I'm bored."''

A former circus freak who was constantly ridiculed for his reptilian-like skin, Osborn became one of New York's most fearsome crime bosses and now leads an army of mobsters in order to profit off his victims and debtors, being the one behind the assassination of Ben Parker. Spider-Man Noir tracks him down to the abandoned carnival he once lived in, with Osborn having already used the fragment's power to make himself a proper monster.



* AchillesHeel: The glowing spot on his back proves to be his vulnerability.

to:

* AchillesHeel: The glowing spot on his back proves to be his vulnerability.back.



* AxCrazy: He's dead set on killing Spider-Man Noir once they face each other.
* BadBoss: Like the other two, he's not above threatening his henchmen, and during his last boss fight, where mooks appear, he won't give them a sign he's about to attack and will usually hit some of them while attempting to attack Spider-Man Noir.

to:

* AxCrazy: He's dead set on killing Spider-Man Noir once they face each other.
More in the lines of a psychopath who cares little for his men and even less for his victims.
* BadBoss: Like the other two, he's not above threatening his henchmen, and during his last boss fight, where mooks appear, he won't give them a sign he's about to attack and will usually hit some of them while attempting to attack Spider-Man Noir. There's even a challenge for getting Goblin to hit ten of his own men during the boss fight.
* BattleThemeMusic: "Freak Show", which is CreepyCircusMusic of the highest quality.



* EvilSoundsDeep: He's a villain with a deep voice.
* GutturalGrowler: He has a deep, snarly voice.
* HulkingOut: His fragment causes him to become an obscenely muscular monster.
* InsufferableGenius: Seems to invoke this somewhat. He refers to the people Spider-Man Noir saves as, "blithering imbeciles," and can be heard explaining things to his men repeatedly and calls them idiots as well.
* LoudOfWar: He can attack by roaring.
* MakeMeWannaShout: His roar is like a sonic screech.
* SuperStrength: His fragment gives him superhuman strength.

to:

* EvilSoundsDeep: He's a villain with a deep voice.
Appropriately for the leader of the mob in the Noir Universe's New York.
* GutturalGrowler: He has Less so as a deep, snarly voice.
human, but his monster form ramps it up considerably.
* HulkingOut: His fragment causes him to become an obscenely muscular obscenely-muscular goblin monster.
* InsufferableGenius: Seems to invoke this somewhat. He refers to the people Spider-Man Noir saves as, "blithering imbeciles," and can be heard explaining things to his men repeatedly and calls calling them idiots as well.
* LoudOfWar: He can attack by roaring.
*
MakeMeWannaShout: His In the final fight with him, he can use his roar is like a sonic screech.
as an attack to knock Spider-Man off the rafters in the big top.
* SuperStrength: His fragment gives him superhuman strength.strength, enough to rip wooden poles from the ground and use them as blunt weapons.



--> Voiced By: Creator/SteveBlum

-->''"Call me the Hobgoblin! Every Spider-Man needs one."''

to:

--> Voiced By: !!!'''Voiced by:''' Creator/SteveBlum

-->''"Call me ->''"You can call me... the Hobgoblin! Every Spider-Man needs one."''"''

\\
A synthetic lifeform created by the Alchemax Corporation to fight Spider-Man. He uses one of the tablet fragments to gain the ability to create copies of himself, coupling it with his own power to manifest a nightmarish dimensional field.



* AmbiguouslyHuman: The game deliberately leaves unanswered just ''what'' this Hobgoblin is. He does possess a rational thinking mind, but we do not know if he is (or used to be) human or whether he is some lab-grown creature, or even if that is a costume he wears or if that is his actual body.
* AxCrazy: He's insane and tries to kill Spider-Man 2099.

to:

* AmbiguouslyHuman: The game deliberately leaves unanswered just ''what'' this Hobgoblin is. He does possess a rational thinking mind, but we do not know never learn if he is (or used to be) human or whether he is just some lab-grown creature, or even if that is a costume he wears or if that is his actual body.
body. The best we get is Spider-Man 2099 being shocked at the fact his wings are made of nanofiber.
* AxCrazy: He's insane and tries Even moreso than the other villains in the game, simply by virtue of wanting to kill Spider-Man 2099.and destroy people without any real cause or motivation besides chaos.



* CanonForeigner: There was no equivalent to the Hobgoblin in the 2099 comics.

to:

* BattleThemeMusic: "Unfriendly Skies", a tense and dramatic techno theme with orchestra instruments to better fit the frantic pace of his battle.
* CanonForeigner: There was no equivalent to the Hobgoblin in the 2099 comics. This version was made specifically for this game.



* HornedHumanoid: He's a humanoid being with horns.
* LargeHam: He's prone to hammy lines throughout Spider-Man 2099's fights with him.
* LaughingMad: He's always laughing like a lunatic.

to:

* HornedHumanoid: He's Likely to give him a humanoid being with horns.
more "bestial" design compared to usual depictions of the Hobgoblin in the Spider-Man books. Fittingly, this is the craziest, most psychotic villain in the game.
* LargeHam: He's prone to hammy lines throughout Spider-Man 2099's Treats the fights with him.
Spider-Man and the mass destruction he brings like fun and games, with the hammy delivery and snarky quips to boot.
* LaughingMad: He's always laughing like a lunatic.A lot, to the point even Spidey 2099 gets sick of it.



* MadBomber: He ''loves'' blowing stuff up.

to:

* MadBomber: He ''loves'' blowing stuff up.His main form of attack is to manifest small bombs from his hands and throw them at Spider-Man. [[HoistByHisOwnPetard You're naturally allowed and even told to throw them right back.]]



* WingedHumanoid: He's a humanoid being with wings.

to:

* WingedHumanoid: He's Different from the other Hobgoblins faced by the Spider-Men, this one has actual wings instead of a humanoid being with wings.glider.



--> Voiced By: Creator/JohnKassir

-->''"Will hurt others if followed!"''

to:

--> Voiced By: !!!'''Voiced by:''' Creator/JohnKassir

-->''"Will ->''"Will hurt others if followed!"''followed!"''

\\
Miguel O'Hara's half-brother and childhood bully, Kron was mutated by a gene splicer accident into a hulking creature resembling a scorpion, now desperately seeking to reverse the mutation. The head of Alchemax' "Shadow Division" promised to reverse it in exchange for the fragment, which gave Scorpion the ability to generate acidic eggs that hatch into scorpion creatures that attack anyone nearby.



* BewareMyStingerTail: He has a tail he uses to sting.

to:

* BattleThemeMusic: "Aberration", a dark techno theme with scuttling sounds.
* BewareMyStingerTail: He Like his namesake, he has a large tail with acidic poison that he uses can use to sting.attack Spider-Man.



--> Voiced By: Creator/TaraStrong

-->''"I could kill you or I could explain everything and ''then'' kill you. Nah, I think I'll just kill you."''

to:

--> Voiced By: !!!'''Voiced By:''' Creator/TaraStrong

-->''"I ->''"I could kill you or I could explain everything and ''then'' kill you. Nah, I think I'll just kill you."''"''

\\
The head of Alchemax' Shadow Division, responsible for the creation of high-tech weapons and bio-technology. The influence of the fragment drove her into megalomania and now she's directing all of her division's efforts into making mutant creatures to serve under her in a bid to take over the world.



* BadBoss: Lampshaded as she states that she imprisoned her scientists for accusing her of megalomania.

to:

* BadBoss: Lampshaded Lampshaded, as she states that she imprisoned her scientists for accusing her of megalomania.



* BattleThemeMusic: "Femme Fatale", a techno song with a prevalent all-women choir, given she's the only female boss in the game. It lacks a Fragment Mix.



* DeadpanSnarker: She has a sardonic wit.

to:

* DeadpanSnarker: She has a sardonic wit.Drier than Spidey's, but her sarcasm is just as biting.



--> Voiced By: Creator/ThomasFWilson

to:

--> Voiced By: Creator/ThomasFWilson!!!'''Voiced By:''' Creator/ThomasFWilson

->''"YES! It's like my powers are totally unleashed - now I can absorb ALL this energy! ENERGY WITHOUT LIMIT!"''

\\
A test subject for Justin Hammer Jr.'s bio-engineering experiments, Max Dillon became a being capable of absorbing and discharging electricity from his body in lethal amounts. He uses a fragment to maximize his energy absorption capacity and drains all the power in a hydroelectric facility to strengthen himself into a titan.



* BaldOfEvil: One of the identifiers for the Ultimate version of Electro.



* BaldOfEvil: He's evil and bald.

to:

* BaldOfEvil: He's evil BattleThemeMusic: "Overload", which is meant to invoke the feeling of building danger and bald.tension. Fitting, considering Electro is doing just that throughout the level.



* PsychoElectro: Has electrical powers and questionable sanity.

to:

* PsychoElectro: Has electrical powers and questionable sanity.The Ultimate version of the TropeNamer.



!!Deadpool/Wadey Wilson
--> Voiced By: Creator/NolanNorth

to:

!!Deadpool/Wadey !!Deadpool/Sergeant "Wadey" Wilson
--> Voiced By: Creator/NolanNorth!!!'''Voiced by:''' Creator/NolanNorth

->''"Hi, Ma! And welcome to Pain Factor! The only show where you compete for your life!"''

\\
While Ultimate Deadpool is a Gulf War veteran and anti-mutant extremist turned into a cyborg, this version seems to be an alternate take on his usual mainstream self, a fourth wall-breaking mercenary with a goofy demeanor blanketing his actual proficiency with deadly weaponry. Regardless, he challenges Spider-Man to take part in his game show, Pain Factor, in order to acquire one of the fragments, which he uses to split himself into three.



* BadassNormal: Since my healing factor isn't brought up in this game, I actually do come off as, about as close to normal as somebody like me can get.
* BreakingTheFourthWall: My comments acknowledging that me and Spidey are in a video game based on comics is why I'm so damn lovable.
* CameBackWrong: My recovery from my fight with Spider-Man and the X-Men is implied to be the reason for my personality change. Good thing, too, 'cause I wasn't about to show up in this game the way I was.
* CompositeCharacter: I'm basically [[Franchise/MarvelUniverse classic me]] in [[ComicBook/UltimateMarvel Ultimate me's]] costume.
* DoppelgangerAttack: My fragment power enables me to make two copies of myself, which finally gave me an audience for my sweet jokes!
* ExpectingSomeoneTaller: I mean, come on, it's ''Spider-Man''! He's supposed to be bigger than life, how was I supposed to know puberty hadn't kicked in yet? Ah, no problem. A little movie magic, and he looks almost as dashing as ''yours truly'' on tv.
* {{Fiction 500}}: Oh boy did I ever have fun with being far wealthier than is possible in real life. I got myself not one, but two oil rigs that I filled with death traps, giant TV screens, dozens of video cameras, some of which doubled as machine guns and rocket launchers, and some flamethrowers. And let's not forget the bombs I set up to create a series of tidal waves! Would you believe I bought all this with merchandise revenue?
* FluffyTheTerrible: One of my [[GiantMook Giant Mooks]] is named Beauregard. No, I don't know why he's named that.
* ISurrenderSuckers: I bait Spider-Man into fighting me by pretending to give up and handing him a fake tablet fragment.
* LargeHam: Hey! I'm not me if I don't flaunt my awesomeness constantly. Besides, I was on live TV.
* MediumAwareness: Just like the comic books, I knew I was in a video game. I asked Beenox to consider my Deadpool: Shattered Dimensions project, but it was a no-no, apparently.
** Hell, that's how I lured Spidey into the level, displaying his beloved fragment on every TV screen in the US!
* MomentKiller: I tend to ruin the mood with my statements. Kind of a bad habit of mine.
* MotorMouth: I can't stop talking excessively and rapidly. There's just so much to talk about in this setting!
* NonSequiturThud: "We'll be right back... after these messages." Was what I said when I was knocked out by Wally Webs. Pretty fitting, since my level was game show themed.
* TheTelevisionTalksBack: My intro and level. Remember, I'm always available for [[ArsonMurderandJaywalking black ops missions, assassinations and birthday parties]]!
* TokenGoodTeammate: While I certainly ain't no hero, at least I ain't as evil as the rest of the bozos the webheads end up fighting. I even call myself an AntiHero when I'm introduced! Now ''that's'' some good marketing!

to:

* BadassNormal: Since my Even discounting the healing factor isn't brought up in this game, I actually do come off as, about factor, Deadpool is known for being a deadly opponent simply because he's a skilled mercenary with lethal weapons at his disposal. Although defeating him doesn't really knock him out as close much as "puts him to normal as somebody like me can get.
sleep".
* BattleThemeMusic: "Where's My Guitar Solo?", an epic remix of the Pain Factor level theme. Another boss theme without a Fragment Mix.
* BreakingTheFourthWall: My comments acknowledging It's Deadpool, so this is a ''must''. That being said, the usage of this trope here is notable, given that me and Spidey are in a video game based on comics is why I'm so damn lovable.
Ultimate Deadpool [[AvertedTrope LACKS]] his mainstream self's medium awareness.
* CameBackWrong: My recovery from my The game handwaves his goofier demeanor in the plot as his mind being thrown out of whack after his fight with Spider-Man and the Ultimate X-Men is implied to be the reason for my personality change. Good thing, too, 'cause I wasn't about to show up in this game the way I was.
and somehow getting resurrected afterwards.
* CompositeCharacter: I'm basically Basically [[Franchise/MarvelUniverse classic me]] Deadpool]] in the [[ComicBook/UltimateMarvel Ultimate me's]] costume.
Universe]].
* DoppelgangerAttack: My His fragment power enables me to make two copies of myself, which finally gave me an audience for my sweet jokes!
the tablet splits him into three versions of himself with different weapon expertises each. The boss fight consists of taking them down without getting overwhelmed by enemies with wider, more varied attack patterns.
* ExpectingSomeoneTaller: I mean, come on, it's ''Spider-Man''! He's supposed Quotes this to be bigger than life, how was I supposed to know puberty hadn't kicked in yet? Ah, no problem. A little movie magic, and he looks almost as dashing as ''yours truly'' on tv.
Spidey's face before the first fight with him.
* {{Fiction 500}}: Oh boy did I ever have fun with being far wealthier than is possible in real life. I got myself not one, but Somehow, subsiding on fans buying his merch and the money from his mercenary missions allowed him to acquire two oil rigs that I filled with death traps, giant TV screens, dozens of video cameras, some of which doubled as machine guns and rocket launchers, and some flamethrowers. And let's not forget the bombs I set up God-knows-how-many tons of dynamite to create a series of tidal waves! Would you believe I bought ''TSUNAMI'', all this in a bid to mess with merchandise revenue?
Spidey and keep the fragment to himself.
* FluffyTheTerrible: One of my his [[GiantMook Giant Mooks]] Huge Fans]] is beautifully named Beauregard. No, I don't know why he's named that.
"Beauregard".
* ISurrenderSuckers: I bait Baits Spider-Man into fighting me by pretending to give up and handing him with a fake tablet fragment.fragment so he can use the real one.
* LargeHam: Again, it's Deadpool. This is a ''must''.
* MediumAwareness: As usual, he's perfectly aware of what medium he's in, and will directly reference several video game tropes.
* MomentKiller: The first fight with a Huge Fan is interrupted by the "commercial break" he calls so his regular mooks can swarm into the room and attack Spidey.
* MotorMouth: Part of his appeal. He's not known as the "Merc with a Mouth" for nothing.
* NonSequiturThud: "We'll be right back after... these messages."
* TheTelevisionTalksBack: Showing his MediumAwareness by taunting Spidey when he monologues about who Deadpool is going to call for his "game show".

* LargeHam: Hey! I'm not me if I don't flaunt my awesomeness constantly. Besides, I was on live TV.
* MediumAwareness: Just like the comic books, I knew I was in a video game. I asked Beenox to consider my Deadpool: Shattered Dimensions project, but it was a no-no, apparently.
** Hell, that's how I lured Spidey into the level, displaying his beloved fragment on every TV screen in the US!
* MomentKiller: I tend to ruin the mood with my statements. Kind of a bad habit of mine.
* MotorMouth: I can't stop talking excessively and rapidly. There's just so much to talk about in this setting!
* NonSequiturThud: "We'll be right back... after these messages." Was what I said when I was knocked out by Wally Webs. Pretty fitting, since my level was game show themed.
* TheTelevisionTalksBack: My intro and level. Remember, I'm always available for [[ArsonMurderandJaywalking black ops missions, assassinations and birthday parties]]!
* TokenGoodTeammate: While I certainly ain't no hero, at least I ain't as evil as For the rest of game's boss roster, since he's a neutral mercenary. It's unknown how he got the bozos the webheads end up fighting. I even call myself an AntiHero when I'm introduced! Now ''that's'' some good marketing!tablet, but everything indicates he only did it to mess with Spider-Man.



--> Voiced By: Creator/FredTatasciore

to:

--> Voiced By: Creator/FredTatasciore!!!'''Voiced by:''' Creator/FredTatasciore

A vampiric organism resulting from a mixture of several unstable strands of DNA, Peter Parker included, created through Richard Parker's research into symbiotic suits. The Ultimate Universe's version of S.H.I.E.L.D. conducted experiments on it due to Carnage's reaction to the tablet fragment they acquired, but this only served to make him turn the people he kills into symbiotic zombies, and a containment breach causes him and his newfound horde to run amok in the Triskellion.



* BloodLust: Has a strong association with blood.
* CombatTentacles: Fights with tentacles.

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* BattleThemeMusic: "Trail of Blood", a panic-inducing boss theme to better summarize how horrifying his level is.
* BloodLust: Has a strong association with blood.
The Ultimate version of Carnage is known to drain his victims' blood and leave empty husks behind.
* CombatTentacles: Fights with tentacles.As usual for a symbiote.



* KillItWithFire: Its biomass is unable to withstand intense heat, much like Spidey's own symbiote suit in the Ultimate Universe, which is why S.H.I.E.L.D. dispatches mechs with built-in flamethrowers to fight the zombie hordes.



* MookMaker: Spawns symbiote offspring in the latter half of its stage, and the infected corpses of all of the soldiers its killed make up the majority of the mooks of the stage.

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* MookMaker: Spawns symbiote offspring in the latter half of its stage, and the infected corpses of all of the soldiers its it killed make up the majority of the mooks of the stage.



--> Voiced By: Susanne Blakeslee

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--> Voiced By: !!!'''Voiced by:''' Susanne Blakeslee



--> Voiced By: Creator/JenniferHale

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--> Voiced By: !!!'''Voiced by:''' Creator/JenniferHale



--> Voiced By: Kevin Umbricht

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--> Voiced By: !!!'''Voiced by:''' Kevin Umbricht

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* AdaptationalWimp: In this incarnation, a majority of Noir's powers are given to him by Madame Web, whereas in the comics, Noir ALREADY has all of the same powers that Amazing Spiderman does.
* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around at night, in a world that has very little color and is usually in black and white, and slowly defeating opponents via stealth and strategically planning out his attacks.

to:

* AdaptationalWimp: In this incarnation, a majority of Noir's powers are given to him by Madame Web, whereas in the comics, Noir ALREADY has all of the same powers that Amazing Spiderman Spider-Man does.
* AndNowForSomeoneCompletelyDifferent: The other three Spidermen Spider-Men travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around at night, in a world that has very little color and is usually in black and white, and slowly defeating opponents via stealth and strategically planning out his attacks.



* WeakButSkilled: Unlike the other Spider-Men who can easily tank gunshots and dodge them with ease, Noir has to rely on hiding. However, he's ''good'' at it, mastering his web and crawling powers instantly to stealth kill with ease. He even uses Chinese martial arts instead of mere acrobatics or webbing like the other Spider-Men.

to:

* WeakButSkilled: Unlike the other Spider-Men who can easily tank gunshots and dodge them with ease, Noir has to rely on hiding. However, he's ''good'' at it, mastering his web and crawling powers instantly to stealth kill with ease. He even uses Chinese martial arts instead of mere acrobatics or webbing like the other Spider-Men. Best exemplified by his interactions against gun-wielding opponents: to highlight the emphasis on stealth, Noir cannot sustain too much gunfire in comparison to his alternate counterparts, and he also lacks the disarm skill that the other Spider-Men can learn.


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* DivergentCharacterEvolution: Ultimate Spidey's own unwilling usage of the symbiote helps differentiate himself from his older Amazing counterpart, seeing as his powers and costume otherwise would make him too similar.


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** Averted otherwise. The black suit notably twisted his personality to become more aggressive and less of a friendly neighborhood Spider-Man, but Madame Web's control over it keeps it in check, allowing Ultimate Spidey to maximize his suit's power without succumbing to its drawbacks.
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* AGodAmI: He turns into a powerful being after getting all the tablet fragments.

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* AGodAmI: He turns into a powerful being after getting all the tablet fragments.fragments, with the overblown ego to match.

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* SheFu: Most visibly out of all the Spider-Men, his attacks are femininely acrobatic. All of his heavy attacks and his Spider Swipe and Spider Fang combos are all involve long strings of extended kicks, almost making him a KickChick.

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* MegatonPunch: Gets the privilege of knocking Mysterio out cold with a giant uppercut to the fishbowl.
* SheFu: Most visibly out of all the Spider-Men, his attacks are femininely acrobatic. All of his heavy attacks and his Spider Swipe and Spider Fang combos are all involve long strings of extended kicks, almost making him a KickChick. In the first-person fight segments, he does not close his fist to punch, making it look like a bizarre, futuristic martial art.



* HeightAngst: PlayedForLaughs as several characters mock him for his height.



* OrdinaryHighSchoolStudent: Just like his comic book counterpart, he used to be this before being bitten by a genetically-altered spider.

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* OrdinaryHighSchoolStudent: Just like his comic book counterpart, he used to be this before being bitten by a genetically-altered spider. He still fits the bill for being the youngest of the four playable Spideys.



* WithGreatPowerComesGreatResponsibility: Furiously expounds his uncle's philosophy to a terrified SHIELD scientist trying to justify the organisation's reckless experimentation on the Carnage symbiote, adding that she would never understand what it means.



* BegoneBribe: He vainly attempts to work out a "deal" with Spider-Man in order to get the wall-crawler to leave him alone.
* EvilOldFolks: He's a disgusting, leathery-skinned old cannibal who is still more than lithe enough to keep up with Spidey.



* GetBackHereBoss: Vulture's whole level has Spider-Man chase him through cramped alleyways and abandoned factories.



* KnifeNut: He uses knives to fight Spider-Man.

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* KnifeNut: He uses throwing knives to fight Spider-Man.


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* ThrowDownTheBomblet: He uses firebombs against Spider-Man, which leads to one of his boss fights taking place in a burning building.


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* TragicMonster: Kron desperately wants to return to normal and is mainly acting on his frazzled instincts, causing Miguel to take pity on him and feel awful after defeating him.


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* MsFanservice: While more modestly dressed than many female supervillains, a lot of emphasis is placed on her prominent posterior.


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* ButtMonkey: Out of all the main villains, Electro gets by far the least respect from his universe's Spidey, who barely takes him seriously as a threat. Worse, Electro is apparently too DrunkWithPower to notice most of Spidey's barbs at his expense.


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* DamselInDistress: She is held hostage by Mysterio late in the game.
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* AdaptationalJerkass: Mysterio traditionally is still evil, but mostly amounts to being a [[HarmlessVillain jovial self-aware prankster]] who happens to have very convincing tech. ''This'' one is a full-blown OmnicidalManiac who wants to destroy all of reality and remake it in his image.
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--> Voiced By: John Kassir

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--> Voiced By: John Kassir
Creator/JohnKassir



* CanonImmigrant: Given the 2099 universe is based on the classic version, the fact they opted to make Kron Stone Scorpion ala ''Timestorm: 2009-2099'' rather than Venom as in the classic 2099 universe could count as importing an out-of-continuity character into canon. [[LampshadeHanging Lampshaded]] in the loading screen comments, which theorizes that they're either one-in-the-same or that "Kron Stone" is a common name in 2099.

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* CanonImmigrant: Given CompositeCharacter: Despite the 2099 ''2099'' universe is being based on the classic version, version (including Miguel being an adult as Spider-Man rather than starting out as a teen like Peter did), the fact is they opted to make Kron Stone Scorpion ala ''Timestorm: 2009-2099'' rather than Venom as in the classic 2099 universe could count as importing an out-of-continuity character into canon. [[LampshadeHanging Lampshaded]] in the loading screen comments, which theorizes that they're either one-in-the-same or that "Kron Stone" is a common name in 2099.universe.
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* NonSequiturThud: "We'll be right back... after these messages." Was what I said when I was knocked out by Wally Webs. Pretty fitting, since my level was game show themed.
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Capitalization correction


* AwesomeYetImpractical: A lot of his takedowns are not silent at all, and take way too long. Close-range takedowns are even worse since you literally have no excuse except challenges to do them. longer range ones are possibly subverted as you can drag enemies into the shadows before you knock them out, and then web zip somewhere else if someone hears you.

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* AwesomeYetImpractical: A lot of his takedowns are not silent at all, and take way too long. Close-range takedowns are even worse since you literally have no excuse except challenges to do them. longer Longer range ones are possibly subverted as you can drag enemies into the shadows before you knock them out, and then web zip somewhere else if someone hears you.
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* AcidAttack: He can shoot jets of HollywoodAcid from his tail.
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* AdaptationalWimp: In this incarnation, a majority of Noir's powers are given to him by Madame Web, whereas in the comics, Noir ALREADY had all of the same powers as Amazing Spiderman, Spider-Sense included!
* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around at night, in a world that has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.

to:

* AdaptationalWimp: In this incarnation, a majority of Noir's powers are given to him by Madame Web, whereas in the comics, Noir ALREADY had has all of the same powers as that Amazing Spiderman, Spider-Sense included!
Spiderman does.
* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around at night, in a world that has very little color and is usually in black and white, and slowly defeating opponents via stealth and strategically planning out his attacks.
Is there an issue? Send a MessageReason:
None


* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.

to:

* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, in a world that has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.
Is there an issue? Send a MessageReason:
None


* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charging right in with all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.

to:

* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charging charge right in with all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.
Is there an issue? Send a MessageReason:
None


* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charging in all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.

to:

* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles; they usually just charging right in with all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.
Is there an issue? Send a MessageReason:
None


* AndNowForSomeoneCompletelyDifferent: The other three Spidermen all fight enemies with either brawling or acrobatic styles, whereas Noir throws you a curveball by defeating opponents via stealth and strategically planning out his attacks.

to:

* AndNowForSomeoneCompletelyDifferent: The other three Spidermen travel through bright and colorful worlds and all fight enemies with either brawling or acrobatic styles, whereas styles; they usually just charging in all guns blazing. Whereas Noir throws you a curveball by always running around a world at at night, has very little color and is usually in black and white, and defeating opponents via stealth and strategically planning out his attacks.



* AlwaysNight: All of Noir's levels take place at night. Justified, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.

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* AlwaysNight: All of Noir's levels take place at night. Justified, Understandable, as stealth is his modus operandi and his black costume helps hide him from all the mooks, and all the villains' operations take place at night.
Is there an issue? Send a MessageReason:
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Is there an issue? Send a MessageReason:
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* AndNowforSomeoneComepletelyDifferent: The other three Spidermen all fight enemies with either brawling or acrobatic styles, whereas Noir throws you a curveball by defeating opponents via stealth and strategically planning out his attacks.

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* AndNowforSomeoneComepletelyDifferent: AndNowForSomeoneCompletelyDifferent: The other three Spidermen all fight enemies with either brawling or acrobatic styles, whereas Noir throws you a curveball by defeating opponents via stealth and strategically planning out his attacks.

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