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Just in time for the release of the 2007 film, a video game adaptation of Spider-Man 3 came out, being developed once again by Treyarch Studios and published by Activision. While the game follows the most basic elements of the film's plot, it eliminates virtually all of its sub-plots in favor of some different sub-plots that feature several antagonists from the comics as well as some all-new ones.

The villain line-up varies across game platforms. While all platforms feature the main film villains as well as the Lizard, Kraven the Hunter and Luke Carlyle (who here is portrayed as a Mad Bomber), only the PS3/360/PC versions of the game include Scorpion, Rhino, and the Kingpin; and likewise, only the PS2/Wii/PSP versions include Shriek and Morbius.

In addition to the villains, a few of the game's sub-plots also revolve around several gangs in the city; them being the punk-filled Apocalypse gang, the ninja clan-inspired Dragon Tail, the PS2/Wii exclusive Wasteland gang, and lastly, for the PS3/360/PC versions, Arsenic Candy, an all-female gang dressed as gothic lolitas (...seriously...).

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Tropes shown in the Spider-Man 3 video game include:

  • Absurdly Spacious Sewer: The sewers in the game are practically kingdom-sized, being where the Lizard and his mutated lizardmen take up residence, and later on Spider-Man and Scorpion use it to gain secret entrance into MechaBioCon's headquarters.
  • Adaptation Expansion:
    • The PS3/360/PC versions includes sub-plots involving the Kingpin, Scorpion, Rhino, the Lizard, and Jean DeWolfe.
    • The PS2/Wii versions added a sub-plot involving Morbius the Living Vampire, Shriek and the Lizard.
  • Adaptation Distillation: The vast majority of the film’s plots are not present in the game, including the Gwen/MJ love triangle, Peter trying to propose to Mary Jane, Sandman being Uncle Ben’s killer, Harry’s memory loss, and Harry blackmailing MJ into breaking up with Peter. Even two of the film’s fight scenes (the armored truck fight with Sandman and the fight in Harry’s mansion) are left out of the game.
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  • Adaptation Name Change: Jean DeWolff is known as Jean DeWolfe in this game, a name change that was also previously used in the Ultimate Spider-Man comics.
  • Adaptational Heroism:
    • Scorpion, rather than being portrayed as a villain, is instead portrayed as someone who’s been tortured with experiments by a corrupt organization, and only battles Spider-Man because he was brainwashed into doing so. Later on in the game, he willingly teams up with Spidey to expose the corporation.
    • Sandman gets this. Other than in the film, where he willingly teams up with Venom, he is blackmailed into it here because Eddie takes his daughter hostage.
  • Adapted Out: Gwen Stacy and Captain Stacy are completely excised from the game’s plot. The PS2 and Wii versions also replace Arsenic Candy with the Wasteland gang.
  • Air-Vent Passageway: When MechaBioCon gets put on alert, Spider-Man uses the vents to get to his destination.
  • Alien Blood: The lizardmen have green blood, a move done likely to avoid the game getting an M rating.
  • And Now You Must Marry Me: Gender-flipped version of this occurs in the final mission with the Arsenic Candy gang, in which the gang’s leader attempts to marry a man against his will.
  • Armor-Piercing Attack: Due to the Kingpin being able to block all standard attacks, he can only be hurt by a counter attack or Spider-Man's rage mode attacks.
    • In the PS2/Wii version's battle with Sandman, Spider-Man is eventually forced to don the black suit, as his attacks aren't strong enough to damage Sandman without it.
  • Ascended Extra: Luke Carlyle. In the comics, he was a one-shot villain from the early 2000s who tried and failed to be Eviler Than Thou to Doctor Octopus. Here he's a terrorist bomber who serves as the game's Starter Villain for the first several missions.
    • Kraven originally only appeared in the Xbox version of the first movie game. Here, he appears in all versions of the game. Likewise, Calypso gets more involved with the storyline after only appearing as a Bonus Boss in Spider-Man 2
  • Bad Dreams: After being changed back to normal, Doctor Connors is later on shown having nightmares of his time as The Lizard.
  • Blade Below the Shoulder: Scorpion's outfit includes retractable blades on his wrist.
  • Bomb Disposal: There's numerous missions involving defusing bombs (via playing a minigame).
    Spider-Man: "Leave it for the bomb squad", yeah whatever, for now on, I am the bomb squad.
  • Boss Vulnerability: In the PS3/360/PC version of the game, Venom is only vulnerable to attacks when Spider-Man smashes a stack of metal beams, creating sonics that leave his symbiote stunned for a time.
  • Brainwashed and Crazy: Scorpion gets brainwashed into fighting Spider-Man by his captors.
  • Breaking Out the Boss: After the leaders of the Apocalypse, Dragon Tail, and Arsenic Candy gangs are all apprehended, the Kingpin gathers together the members of all the respective gangs and frees the leaders.
  • Bullfight Boss: Rhino is this, in homage to the original PS1 Spider-Man game.
  • Canon Foreigner: Along with all of the extra villains not included in the movies, this game also features several overly-theatrical gangs (Apocalypse, Dragon Tail, Wasteland, and Arsenic Candy) that have never appeared in any form of Spider-Man media.
  • Captive Audience: The Arsenic Candy gang has several hostages be witnesses to a fashion show they're putting on.
  • Catch and Return: In the climax of the final Mad Bomber mission, Carlyle's helicopter is destroyed when Spider-Man catches its missiles and sends them right back to the aircraft.
  • Chained to a Railway: In the second Apocalypse mission, one of the hostages is tied to the subway tracks.
  • Continuity Nod: In one of the Arsenic Candy missions, Spider-Man fights the gang inside the same theater that Mysterio attacked in the previous game; and the theater is shown as still being in shambles.
    • Kraven returns to hunt Spider-Man one more time, after facing him in the Xbox version of the first movie game
  • Death from Above: Rhino is killed when several massive monitors from the ceiling come crashing down, crushing him.
  • Defeat Means Playable: Once the player has gone through fighting New Goblin and unlocked him on PlayStation Network or Xbox Live, the player can play as him, but only for crime fighting and racing across New York City, no story missions.
  • Deflector Shields: Spider-Man and Scorpion are faced with a couple upon returning to MechaBioCon, though for some reason Scorpion is completely immune to them.
  • Developers' Foresight:
    • During the web swinging tutorial, If the player lets go of their web or doesn't press the swing button during the beginning, the game will simply put them back onto a building to try again. However, if the player continues screwing up, the game itself will break the fourth wall, and pull up a message asking if you're old enough to play the game.
    • If Spidey encounters the Mad Bombers during a random event, and some of them glitch inside a building, the game will still reward you with completing the event if you leave the fight.
  • Disney Death: New Goblin - Rather than being Impaled with Extreme Prejudice by Venom with his own glider, instead Venom webs the glider and pulls Harry into a clothesline, and the last time Harry is seen, he's spinning out-of-control away from the construction site. Although, he was sent hurtling toward a building, which could lead into a subversion of this trope.
  • Disney Villain Death: Kingpin has this happen in the PS3 and Xbox 360 versions, when the symbiote-corrupted Spider-Man throws him out of a building.
  • Dirty Cop: In several missions, Jean DeWolfe sends Spider-Man out to investigate a huge band of corrupt cops making deals with local gangs.
  • Doppelgänger Spin: Kraven creates several clone illusions of himself as a way of throwing Spider-Man off. Spidey can figure out which one is real by using his Spider Sense.
  • Drill Tank: Just before the Lizard battle, Spider-Man has to outrun one of these that appear out of random.
  • Drop the Hammer: Certain Arsenic Candy members will wield giant mallets against Spidey.
  • Dual Boss: After busting the three gang leaders out of captivity, the Kingpin has all of them fight Spider-Man at the same time.
  • Dual Wielding: In his fight with Spider-Man, the Dragon Tail leader wields two katanas.
  • Dunking the Bomb: The last Apocalypse gang mission has Spider-Man having to chuck a bomb meant for a substation into the water. Likewise, one of the Mad Bomber missions involves kicking some of the bombs into water.
  • Easter Egg: It’s possible to explore the inside of Harry’s mansion, along with his hidden Goblin lair.
  • Eat Me: At the end of the New Goblin's fight with Giant Sandman, he jumps into the latter's mouth and sets off a series of pumpkin bombs from inside him.
  • Electrified Bathtub: Occurs in the first Lizard level, where a light fixture falling in causes a section of the sewer water to become electrified. Several other spots in the sewer have electrified bodies of water, which forces Spidey to wall crawl to avoid being electrocuted.
  • Elegant Gothic Lolita: All of the Arsenic Candy girls are dressed as such.
  • Escort Mission: During the third Dragon Tail mission, Spider-Man has to protect a moving armored truck from the gang members.
  • Every Car Is a Pinto: During the bit in which Spider-Man chases after Scorpion, the latter is able to make a car explode with the simple zap of his tail, and the explosion of that car then triggers other nearby cars to explode as well.
  • Exploding Barrels: In the first Lizard level, there's a bit where Spidey has to fling several of these into a wall in order to break through.
  • Explosive Leash: J. Jonah Jameson gets an explosive collar forcibly put on him in the last Mad Bomber mission, with it being said that it'll explode if he gets far enough from the detonator.
  • Eyepatch of Power: Worn by some of the Arsenic Candy members as part of their gothic look.
  • Fashion Show: In the first Arsenic Candy mission, the gang holds one inside an abandoned theater, with the audience being made up of hostages.
  • Fire-Breathing Weapon: Luke Carlyle's minions have staffs that dispense out fireballs.
  • Flat Scare: Spider-Man scares Eddie's imposter Spider-Man away just by leaning his head towards him.
  • Fluorescent Footprints: In the first Daily Bugle mission, Spider-Man is able to use his own senses to follow the footprints of the lizard men, making them appear as such.
  • Free-Fall Fight: On PS3/360 the final fight with Venom ends with one of these, with the loser falling on and being impaled by pipes.
  • Gender Flip: Dr. Stillwell, the doctor who created Scorpion, is female in this game.
  • "Get Back Here!" Boss: In order to fight Scorpion, you need to go after him across the city.
  • Giant Mook: Virtually every single set of mooks in the game have at least one bigger enemy that requires a bit more timing and skill to defeat.
  • Gotta Catch Them All: The PS2/Xbox/Wii ports give the optional goal of collecting 100 meteor shards and 50 Spider Emblems (the latter of which is only available after completing the main story) scattered across the city. Getting all 50 emblems allows the player to use the Black Suit without penalty, while getting all the shards is only a Cosmetic Award.
  • Grudging "Thank You": J. Jonah Jameson gives one to Spider-Man after he saves him from Luke Carlyle, but reassures the hero that he still won't be going easy on him.
  • I Just Want to Be Normal: Scorpion desperately seeks to find a way to have his cybernetic tail removed, and when denied that in the end, disappears, likely to live life in self-exile.
  • If You Kill Him, You Will Be Just Like Him: Spider-Man warns Scorpion that if he kills Dr. Stillwell, then any chance of a "normal life" will be history. Later, when Stillwell informs him that what was done to him is irreversible, he almost goes through with killing her, until Jessica Andrews, the only scientist that was kind to him, talks him out of it, telling him to not be the monster he sees himself as.
  • I'll Kill You!: Scorpion screams this exact line at Dr. Stillwell after she tells him that everything that was done to him is irreversible.
  • Impaled with Extreme Prejudice: Venom in the PS3/360 versions.
  • Improbable Weapon User: The bigger Apocalypse gang members utilize stop signs as weapons.
  • Jet Pack: Luke Carlyle and some of his mooks make use of them.
  • Knife Nut: The Arsenic Candy game will throw knives at Spider-Man rather than using guns.
  • Kung-Shui: At the end of his first battle with Spider-Man, the Kingpin grabs him by the head and smashes him into two pillars, destroying them in the process.
  • Laser Hallway: Spider-Man has to deal with these in two of the Scorpion/MechaBioCon missions. The green lasers act as mere sensors, while the red ones are lethal.
  • Mad Bomber: Luke Carlyle, who's even given the nickname "Mad Bomber", becomes this when his company falls apart, giving him the desire to blow up the city out of revenge.
  • Mad Scientist Laboratory: It's revealed that Doctor Connors, while in his Lizard state, had built a secret lab in the sewers, which Spider-Man later has to visit in order to gather together the materials to create a cure for the lizardmen.
  • Magic Antidote: The lizardmen are transformed back to their human selves within minutes after Spider-Man activates the canister with the cure.
  • Mob War: Sometimes during the free-roam play, there’ll be two gangs battling one another, and Spidey will naturally have to take both sides out.
  • Monstrous Cannibalism: During the first Lizard mission, there's a brief shot of two of the mutant lizards devouring one of their own, without any explanation as to why.
  • My God, What Have I Done?: Spidey begins to have doubts about the black suit after he nearly kills the Lizard via electrocution, and after he accidentally kicks Kingpin out of a scyscraper's window in a fit of rage during their respective battles. While the Lizard reverted back to Doctor Connors because of the shock, and it's implied that Kingpin survived (Spidey immediately checks the streets below and doesn't spot his body on the ground), Spidey slowly starts to realize what the suit was doing to him. It's not until after accidentally hurting Mary Jane after a date that he finally gets rid of the black suit.
  • Mythology Gag:
    • In the second Mad Bomber mission, Spider-Man stops a subway train the same way he did in the Spider-Man 2 film.
    • Spider-Man catches a helicopter filled with Dragon Tail thugs by making a giant web between two buildings, a nod to the original teaser trailer for the first film.
  • New Game+: The Seventh Gen ports give you the option to replay the game with the Black Suit, with whatever upgrades you unlocked in your old save.
  • Not So Different: Occurs in an exchange between Spider-Man and Kraven.
    Spider-Man: These are innocent people you've been hunting here, Kraven. You're the monster here. Using these transformed people is low, even for you.
    Kraven: You speak nobly, but you will strike down these creatures to reach me, I think. We are not so different...
    Spider-Man: We couldn't be more different!
  • One-Winged Angel: The Lizard gets turned into an even bigger and more monstrous version of himself by Calypso.
  • "Open!" Says Me: Being extremely determined to catch the Kingpin, Spider-Man smashes his way through several doors to get to him.
  • Parasol of Pain: All of the Arsenic Candy girls wield deadly umbrellas for fighting.
  • Parasol Parachute: A few cutscenes depict the Arsenic Candy doing this with their umbrellas. Their leader, Priscilla, is somehow able to fly with it.
  • Power Glows: Black Suit Spider-Man will gain a red aura around him whenever he's put into his rage mode.
  • Powerup Letdown: In the PS2 version, upgrades will eventually turn the red suit more powerful than the black suit is. Once you reunlock the suit after collecting the emblems after beating the game, the black suit's super mode (Once the adrealine meter fills) is removed, resetting the meter as soon as it fills, eventually rendering the black suit pointless.
  • Press X to Not Die: The game’s Scrappy Mechanic in an infuriating degree.
  • Protection Mission: There's several missions dedicated to defending a hostage, and one of the last missions in the game involves Spider-Man having to defend a canister containing a cure for the lizardmen from said enemies.
  • Punched Across the Room: Spider-Man gets the receiving end of this when Scorpion first punches him.
  • Red Alert: MechaBioCon gets put on this during Spider-Man first trip through it, resulting in him having to use other means of escaping.
  • Related in the Adaptation: The game made Morbius and Shriek husband and wife—despite their comics counterparts being enemies in Maximum Carnage, where the latter also had the hots for the titular Carnage.
  • Retcon: The game appears to change Scorpion's backstory from the first movie game. In the first game, he was being chased by Oscorp, and was strongly implied to have been their creation. In 3, MechaBioCon is stated to have created him.
  • Save the Villain: At one point in the third Mad Bomber mission, Spidey saves one of Carlyle's mooks from some rubble. The mook attacks him anyway.
  • Shockwave Stomp: Rhino will do this move multiple times, causing damage to Spider-Man if he doesn't move out of the way. Spidey has a few special attacks that do this with his fists from midair.
  • Shout-Out:
    • When Spidey slingshots himself to MechaBioCon's headquarters, he drops a brief Superman nod.
    Spider-Man: Look, up in the sky! It's a bird! It's a plane! It's... everyone's friendly neighborhood Spider-Man?
  • Slashed Throat: Occurs to one of the lizardmen Kraven fights his way through.
  • Spared By Adaptation: Jean DeWolfe, famously known for having been killed off in the comics, survives the events of this game.
  • Speak Now or Forever Hold Your Peace: Spider-Man barges in when Priscilla, the Arsenic Candy's leader, is about to forcibly marry a man. This, of course, results in all hell breaking loose as Spider-Man battles the entire gang and its leader.
    Spider-Man: Now's the part where I object, right?
    Priscilla: NO! (slaps him with a bouquet)
  • Stalking Mission: In the first DeWolfe mission, Spider-Man has to follow several Dragon Tail members without being spotted by them.
  • Super Mode: With the black suit on, Spider-Man has a rage mode that increases the damage of his attack and allows him to perform a powerful special move.
  • Super Not-Drowning Skills: Both this game and the 7th gen versions of Spider-Man: Web of Shadows are the only Spider-Man games that give Spidey the ability to swim. The PS2/Wii version defaults to Super Drowning Skills if Spidey lands in a body of water.
  • Super-Powered Evil Side: The Black Suit, naturally.
    • In the PS3 and 360 versions of the game, Spider-Man wears the suit permanently.
    • In the PS2 and Wii versions of the game, Spider-Man can switch between the black suit and red and blue suits at will, but will have a harder time returning to the red and blue suit the more time is spent in the black suit. Should Spidey not take the black suit off after an extended period of time, he will black out and wake up in a different part of the city.
  • Super Spit: The lizardmen all have a harmful green spit attack.
  • Teleport Spam: The leader of the Dragon Tail gang will very frequently teleport all over the place in his fight with Spider-Man.
  • Throw Down the Bomblet: Along with their umbrellas, the Arsenic Candy gang also makes constant use of teddy bear-themed grenades.
  • Timed Mission: As with its predecessor, the game has many missions that to be complete within a time limit; the bomb missions in particular make use of them.
  • Tornado Move: Upon falling apart due to New Goblin's pumpkin bombs, Giant Sandman unintentionally creates a sand tornado, which prevents Spider-Man from trying to leave the final battle.
  • Trail of Bread Crumbs: In one of the Dragon Tail missions, the gang hijacks a van filled with stone statues; many of which fall out onto the streets, giving a clear trail for Spider-Man to follow to their location.
  • Unblockable Attack: A few bosses have at least one move that cannot be dodged, instead requiring Spider-Man to simply move out of the way.
  • Voice of the Legion: Venom in the game has this kind of voice, to the point that it makes it hard to make out what he's saying at times.
  • Wide Open Sandbox: As with its predecessor, the game allows Spider-Man to free-roam all around New York.
  • With Great Power Comes Great Perks: During the final battle, Venom mocks Spider-Man's famous motto, saying, "With great power comes great fun!"
  • You Have Outlived Your Usefulness: In his last appearance in the game, Carlyle kills his owns mooks when he activates the trigger for bombs that were secretly hidden in their suits.


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