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"Four parallel worlds, one unparalleled adventure."

-The game's tagline.

Spider-Man Shattered Dimensions cover
Spider-Man: Shattered Dimensions
Developed by: Beenox
Released by: Activision
Release Date: September 7, 2010

Available on:

Nintendo DS
Microsoft Windows
PlayStation 3
Xbox 360



ESRB Rating:

Rated T for Teen




Spider-Man: Edge of Time

Spider-Man: Shattered Dimensions is a 2010 video game that stars a cast of different Spider-Men. The game was developed by Beenox and is written by Dan Slott and Daniel Strange .


The player is able to control four versions of Spider-Man. Each with its own unique attacks and worlds/locations. The game is featured with Spider collectibles, also known as essence, to which you can use to buy new moves. There are also 180 different in-game challenges to complete and 96 hidden spiders to find in 12 levels, plus the end game boss level. Each level has been said to average an hour of gameplay per level. Each Spider-Man also has their own attributes: Agility (Amazing (Mainstream)/Normal), Stealth (Noir), Speed (2099), and Power (Ultimate Symbiote).

  • Amazing (Mainstream) Universe: When bitten by a radioactive spider at a science trip, Peter Parker gained the proportionate strength and agility of an arachnid. After his beloved Uncle Ben died at the hands of a common burglar, a thief Peter could have stopped, he learned that with great power comes great responsibility.
    • Gameplay Strong Points: Using a combination of melee and web-attacks, such as web hammers designed to combine webbing with the environment, Spider-Man mixes up-close and long range combat, and can deal double damage on the web-based melee weapon attacks.
  • Noir Universe: A world where Spider-Man gained organic Web-Shooters, wall-crawling powers, and "spider-senses" after being bitten by a mystical spider, exists in the 1930's. His webbing ability is enhanced by Webb for this quest, due to his webbing being weaker and kept splattering around than the other Spider-Men before this quest started.
    • Gameplay Strong Points: Utilizing a tactics of stealth and timing to silently defeat his enemies in combat. When Noir is in the shadows the screen turns black and white, signifying concealment. When he is exposed in light the screen becomes colored meaning the character can be seen. He is the only character who is unable to disarm enemies for some reasons, as well as having a weaker health against guns, and a stronger attack from certain bosses' form and non-light weighted enemies, but has a fast regeneration. There is a fear factor when the enemies spots their allies suddenly being webbed out of nowhere by the player, slowing their walking in fear. During a stealth mission, Noir can confront one remaining gunned enemy left anytime once all gunned enemies are defeated or while he and one gunned enemy are far away from one of the gunned enemies' allies, if a certain powerful moves/upgrades are unlocked.
  • 2099 Universe: A distant future where, many years after the events of the "Heroic Age", a scientist known as Miguel O'Hara accidentally rewrites his own DNA with that of a spider's. He received a Spider-Sense from Webb for this quest, something he unable to achieved it to his DNA, even to his suit.
    • Gameplay Strong Points: Using an acrobatics and his suit's advanced abilities in combat. He has talons which give him a close combat advantage. He has an accelerated vision similar to a spider-reflex which allows him to dodge attacks quickly, much like the two last Sam Raimi's Spider-Man game trilogy series. One of the two Spider-Men to have a special gauge. He has an exclusive free-fall sequence.
  • Ultimate Universe: A younger version of Peter Parker from an alternate present depicted in a modernized reboot universe, who has been re-bonded to his universe's version of the Venom Symbiote(created by his father and the father of Eddie Brock in an attempt to cure cancer) by Amazing (Mainstream) Universe's Madame Web. The suit is kept in check by Madame Web, and will stay bonded to this Spider-Man until the end of the adventure.
    • Gameplay Strong Points: Utilizing powers of the symbiote suit to devastate enemies, generating symbiotic spikes and tendrils which act like extensions of his own body much like in Spider-Man: Web of Shadows. There is also a rage meter for the Ultimate universe, much like the Spider-Man 3 video game, but unlike in that game, the rage meter mode's timing can be extend via attacks. One of the two Spider-Men have a special gauge.


"Spider-Man! You are needed!"

-Madame Web's sudden appearance.

The game starts with Mysterio attempting to steal the Tablet of Order and Chaos from ESU in an attempt to sell it on the black market and make himself a "mint". Spider-Man however, shows up and tries to stop the heist, only to accidentally shatter the tablet to pieces with his super-strength, and Mysterio escapes with a piece. Spidey still wonders what's going on, only for Madame Web to show up in hologram form, and starts reprimanding him for shattering it in the first place. As a result, the fragments ended up in different realities, such as Noir (set in the 1930's), Ultimate (set in the alternate 2000's) and 2099 (set in 2099), each of them having their own unique Spider-Man, much to Spidey's surprise.


"And this is just the beginning!"

-Mysterio gets drunk on his new powers.

M. Web then starts teaching the Spider-Men how to use their abilities to get 4 of the Tablet's fragments. She also gives them new powers, such as an upgraded Spider-Sense, giving Noir Spider-Man web-swinging powers, and rebonding Ultimate Spider-Man with the Venom symbiote to give him a power boost (while using her psychic abilities to keep the suit in check). After each of them easily get the first quarter of the Tablet, M. Web warns them that if any of their enemies possess the fragments, they"ll get new powers, much to their annoyance.

Meanwhile, Mysterio is sulking about how useless his fragment is, only to grab it, thus granting him real magical powers.

Act 1[]

Mainstream Kraven[]

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

-Kraven welcoming Spidey to his gauntlet.

Spidey starts searching for a fragment with his Spider-Sense and finds one in a hallway filled with booby traps. He easily evades them, and grabs the fragment, only to be tranquillized by Kraven, and taken to a forest. After finding Kraven near a giant gate, Kraven says he'll use the fragment to crush Spidey like a bug, but Spidey says that wouldn't be very sporting of him. The hunter admits it, and decides to let the fragment be his prize... if he can survive his gauntlet. After numerous encounters with Kraven's disciples (who Spider-Man calls a boy band) and traps, Spider-Man confronts Kraven in an arena, and after defeating his disciples and Kraven himself, he orders the rest to leave, which they do, while Kraven flees to a temple, furious at Spider-Man for mocking his teachings. He then uses the fragment's power to give himself super-speed and tries to kill Spidey, but the wall-crawler still wins and takes his fragment, only for M. Web to annoy him by saying "The hunt for the other fragments resumes!" just after he said he'll never hear the word "hunt" again.

Noir Hammerhead[]

"You want this, tough guy?! Come and take it! Just you and me. Mano-a-Mano."

-Hammerhead makes a fake threat.

After receiving a tip from Felicia Hardy, Noir Spidey discovers the fragment is being delivered to Norman "The Goblin" Osborn (who according to this reality, never died) by Hammerhead and his thugs. After hitching a ride, Spider-Man saves his hostages, attracting Hammerhead's attention (who proceeds to hit his henchman's face) and declares war on him. After defeating more henchmen, Hammerhead tries to mow him down with his Tommy guns, only to miss, and annoyed, he challenges Spider-Man to an unfair fight with a machine gun. After getting hit twice, Hammerhead fakes his defeat, and stuns Spidey with a headbutt and flees, but not before calling him "sucker". Spidey still chases after him, and after saving more hostages and defeating more "palookas", Hammerhead challenges him again to another unfair fight, by getting him into train tracks (where he's almost run over by a train) and sends more henchmen to kill Spider-Man. The wall-crawler still wins, and Hammerhead is forced to flee, and he uses the fragment to fuse his guns with his arms, planning to use them to kill Spidey and overthrow Osborn. Spidey still beats him, and takes the fragment, but not before apologizing to M. Web for calling her a "floating head lady" earlier.

Hobgoblin 2099[]

"I should be the last person to call anybody a freak. But that guy is a FREAK."

-Spidey 2099's opinion of Hobgoblin's bloodlust.

Spidey 2099 is still getting used to the Spider-Sense, only to be attacked by a mysterious being calling himself Hobgoblin (after all, every Spider-Man needs one) and reveals his fragment, planning to use it to tear the world apart and drops Spider-Man from a roof. Angry, Spider-Man chases after him and discovers his wings are made of nanofiber, and that someone else made them for him. Hobgoblin then tricks the Public Eye (a corrupt police force owned by the Alchemax company, which gave Spider-Man 2099 his powers) into thinking he's working with Spidey, leading them to attack him. After finally catching up to him, Hobgoblin uses the fragment to amplify his psi-powers and make a reality of his own, but Spider-Man beats him by killing his flying gargoyles, causing him to temporarily lose his powers, and then defeats him. Before taking the fragment, he discovers that Hobgoblin's wings are made of nanofibers fused with bio-organic circuitry and says only the Alchemax corporation has technology advanced enough for this.

Ultimate Electro[]


-Electro, before being cut off by Ultimate Spidey yelling "WITHOUT PANTS!"

Ultimate Spidey goes out of the city to look for any fragments while saying the Black Suit makes him feel dirty. He then discovers Electro (whom he mocks for not wearing pants) had used the fragment to amplify his electricity powers and attacks a nearby dam. He also makes minions of his own attack Spidey, and after one of them bites him, the Venom symbiote becomes enraged, and Spider-Man temporarily loses control of it. As Electro gains more power and grows larger, he puts workers in danger, forcing Spider-Man to save them. In the end, Electro becomes a giant being of pure energy and plans to drain the city's electricity supply, but Spider-Man tricks him into damaging the dam, causing his powers to short out. Spidey mocks him and takes the fragment.

Back at the Mainstream universe, Mysterio once again robs ESU with his new powers and attempts to kill two guards. After discovering the Spider-Men delivering the next pieces of the Tablet to M. Web, he leaves, wanting the power for himself.

Act 2[]

Mainstream Sandman[]

"Sand-storm powers. Yup, there's DEFINITELY going to be sand in my costume after this."

-Mainstream Spidey is NOT looking forward to this.

Spidey then finds his next fragment in an abandoned Roxxon Industries quarry, but before he can grab it, a gigantic sand hand buries him into the ground. After he gets out, he discovers his harasser is none other than Sandman, who simply says that he wants to play a "game", and takes the fragment, granting him sand storm powers and being able to make his own minions. After being beaten twice, Sandman flees further in the quarry and the tunnels, forcing Spider-Man to chase after him, only to be attacked by him. After escaping him, Spider-Man tries to head for cover, but Sandman notices him and traps him in a sand tornado. Unfortunately, as a result of absorbing too much power, his consciousness is spread thin, usually discussing how he will kill Spider-Man, who uses the water barrels to weaken and defeat him and takes the fragment but decides to clean the sand out of his shorts first.

Noir Vulture[]

"If I know Vulture, he'll go higher and higher, like a bird."

-Noir Spidey about go on a Vulture hunt.

Noir Spidey then searches for the next fragment, and targets Vulture (who, like Osborn, never died in this reality but Noir Spider-Man does say that he thought he killed Toomes) However, Vulture notices him after he says "No humans around for dinner?" and orders various henchmen to kill Spidey, otherwise they'll die, which they reluctantly agree. After defeating them, Spidey enters an abandoned warehouse, where Vulture attacks him. Using the lights, Spider-Man has the upper hand, and Vulture tries to flee, only for them to be knocked down into a train track. Avoiding the incoming train, Spider-Man defeats more henchmen and saves hostages, but when attempting to catch up to Vulture on a nearby tower, Vulture sets the tower on fire to distract him. After saving the civilians trapped in the building, Spidey knocks Vulture and himself to another building. Vulture flees again and decides to use the fragment, granting him teleporting abilities. After a hard fight, Spider-Man finally defeats Vulture and takes the fragment, saying that Osborn will be next.

Scorpion 2099[]


-Scorpion's at his limit...

Two Public Eye officers head to a building to retrieve the fragment, only to be attacked by Scorpion 2099 AKA Kron Stone. Seeing the situation, Spidey 2099 tries to get his half-brother to give up, saying the fragment is dangerous but the latter refuses and goes inside the building, with Spidey chasing after him, only to be interrupted by more Public Eye officers. Spidey still tries to make Kron give up, but the latter keeps refusing, due to wanting to bring the fragment to a mysterious lady to become human again. Kron then angrily uses it to make miniature versions of himself to attack him. After a hard fight, Kron throws Spidey into an air vent and flees. After saving some civilians, Spider-Man goes to the roof (where the Public Eye and the mini scorpions started the ¨hot dog eating contest¨ without him) and tries to convince Kron that Spidey himself is also a freak and that he´s just lucky that he doesn´t shoot webs out of his butt. Kron then gets annoyed, and angrily destroys the glass roof, sending both him and Spidey into his hideout, where Spidey defeats him by trapping him under debris. Despite getting back the fragment, Spidey feels bad about his half-brother becoming a monster.

Ultimate Deadpool[]

"PAIN FACTOR! With your host, the anti-hero for hire! The mask for your task! The guy who won't die... DEADPOOL!"

-Deadpool introduces himself to the viewers (and the player!)

Without any leads, Ultimate Spidey decides to watch TV where he discovers that Deadpool (who returned from the dead after a battle with Spider-Man and the X-Men, and now acts just like his Mainstream counterpart) made a reality TV show named Pain Factor (which in his words, is the "only show where you compete for your life"). Deadpool then challenges Spidey to appear on his next episode and reveals his fragment as the prize. After arriving at an oil rig which is the show's setting, Spider-Man destroys a camera that Deadpool was using to broadcast the show, forcing the Regeneratin' Degenerate to call in his army (and by the army, he means production assistants, and by production assistants, he means unpaid interns, and by unpaid interns, he means fanboys) to stop him from destroying more cameras, but the web-slinger still destroys them. Annoyed, Deadpool knocks him out and takes him to an arena where they fight, but Spidey gets the upper hand, so Deadpool flees via a boat (despite Spider-Man's protests to not run away like a ¨snivelling¨ coward) and takes both of them to another oil rig, where Spider-Man destroys more cameras. Deadpool then tells the wall-crawler that since he received the ¨Pain Factor Home Game¨ , he can risk his well being (and sanity) for the entertainment of others in the comfort of his own home, and orders him to follow him to pick up his prize. After surpassing massive tidal waves (apparently because Deadpool put a whole mess of explosives underwater), Spidey confronts Deadpool, who gives him a fake prop and uses the real fragment to clone himself. Despite these odds, Spider-Man wins and takes the fragment, but wonders how he’ll get home.

Back at the Mainstream universe, Spidey delivers the fragments to M. Web, until Mysterio shows up. He then orders Spidey to bring him the rest of the Tablet, or he'll kill M. Web by cutting her Life-Support System. Spidey reluctantly agrees and goes to find the other fragments.

Act 3[]

Mainstream Juggernaut[]

"So with great power comes great vulnerability? If so, I'll take it!"

-Spidey's reaction to hint M. Web gives him.

Spidey finds his final fragment in a construction yard, but before he can grab it, Juggernaut appears out of nowhere. Spider-Man wonders how worse it could get, and discovers that Silver Sable and her Wild Pack are attacking Juggernaut in order to capture him and collect a bounty. He also learns that the fragment ended up stuck in Juggernaut's foot (and apparently he's too stupid to realize it) and distracts Sable by throwing away her tracker, and fights Juggernaut to get the fragment, only to be thrown into another building. Sable and the Wild Pack then choose Spider-Man as their secondary target, and he's forced to fight nearly all of them to find Juggernaut before Sable blows both him and the fragment up. After a hard fight at the top of an Oscorp building currently in construction, Spidey and Juggernaut end up destroying it during their fight. Injured, yet made matters worst, Juggernaut found the fragment from his foot to amplify his strength, but M. Web notices that the fragment is at odds with his ruby gem (causing Spider-Man to make a play on the "with great power, comes great responsibility" phrase) and thus Spider-Man uses it to his advantage, and defeats Juggernaut, claiming the fragment.

Noir Green Goblin[]

"I'll give you something to be scared of..."

-Osborn intends to keep his word...

Noir Spidey goes to an abandoned carnival where Osborn is hiding in. After an argument with his henchman, Osborn uses the fragment to turn himself into a monster similar to his Ultimate counterpart, and after Spider-Man saves his hostages, Osborn attacks him, then flees to a circus tent with lights shorting out (causing the web-slinger to mock him for not paying his electric bill). After a hard chase, while saving hostages and beating up his henchmen, Spidey confronts Osborn in another circus tent, where Spidey uses the shorting out lights to hide in the shadows and hit him. After finally defeating him, Spidey mocks him by saying "boo-hoo" and takes the fragment.

Doctor Octopus 2099[]


-Spidey 2099's repeated joke.

In order to learn who hired Kron to get the fragment, Spider-Man 2099 goes to the Alchemax building and finds a secret room where a woman is analyzing the fragment, only to be caught. The woman then reveals she's Serena Patel AKA the Doctor Octopus of 2099, the head of Alchemax's secret Shadow division, and sets the room to explode in 10 seconds, but Spidey manages to escape. Lady Ock then reveals she analyzed the fragment and, driven mad by it, used it to build a Condensed Matter Reactor to wreak havoc, but Spider-Man mocks her by saying "Meh.", causing him to be thrown out of the room. Spider-Man then learns that the Reactor is connected to 4 cables, and after disconnecting them while saving Alchemax employees and fighting Lady Ock twice, he again confronts her in the reactor room, where she reveals that, as long as she has the fragment, the reactor is unstoppable, only for Spider-Man to mock her again. Angry, Lady Ock tries one final attempt to kill Spidey, but he still wins and takes the fragment.

Ultimate Carnage[]

"My God, it's a massacre."

-Ultimate Spidey's history of bad feelings keeps updating itself...

Put in a bad mood, Ultimate Spidey goes the Triskelion to get help from Nick Fury and one of his S.H.I.E.L.D agents to take the final fragment they found, only to find the place in ruin and the bodies of several agents drained to husks. Horrified, Spidey learns it was Carnage, and angry, tries to pursue it, only to be attacked by several reanimated S.H.I.E.L.D agents. After saving a female S.H.I.E.L.D. scientist from said S.H.I.E.L.D. zombies, Spidey learns from her that she and the other scientists foolishly exposed Carnage to the fragment to create a new type of energy without permissions, only to make him escape and give him the power to turn anything he killed into his own zombified minions. After fighting off several of Carnage's minions and S.H.I.E.L.D's latest Spider-Slayers (which mistook him for an enemy due to him wearing the Black Suit), Spider-Man confronts him, and after a hard fight, Carnage flees to the control tower, where he infects more agents and turns himself into an egg. Teaming up with some reprogrammed Slayers, Spider-Man defeats Carnage by pinning him under rubble and taking the fragment, while telling him to "stay down".


"Some guys never learn. And uh, speaking of learning, you should learn how to count! Something tells me you're outnumbered."

-Spidey's monologue before he and his pals kick Mysterio in the face.

After getting all the fragments, Spidey knocks Mysterio out with his fragments to prevent him from getting the rest of the Tablet, only for it to reassemble itself, and as a result, Mysterio gains the powers of a god and plans to devour every dimension. Teaming up, the Spider-Men defeat Mysterio by using their sheer skills (Noir using stealth, Ultimate using the symbiote's power, 2099 using his freefall speed, and Mainstream using his webs to grab Mysterio), saving reality. Afterward, the Spider-Men bid each other farewell, with Ultimate Spidey and Spidey 2099 getting into brief banter. Spidey drops Mysterio off at "Super-Villain Day Care", and M. Web says he should be proud to know that his legacy is being upheld across time and space. The 4 Spider-Men then claim they're the best at the same time.

In a post-credits scene, Spider-Ham shows up and mocks M. Web. He then breaks the fourth wall by saying "Nuff' said, kids! Nuff' said."

Levels [Console Version][]

On the Console versions of the game, the story is divided into three "acts," which get progressively more difficult. Each act contains 4 stages [one for each Spider-Man], and the player is able to freely choose which order the act's stages are done in [the only exception is Kraven's stage, which the player is forced to do first in the first act. After that, the remaining three stages can be done in any order]. When all four stages in an act are clear, the next Act opens.

  • Tutorial [Amazing, then Ultimate, then 2099, then Noir]

Act 1[]

Act 2[]

Act 3[]

Final Act[]

  • Mysterio [Noir, then Ultimate, then 2099, then Amazing] [Final Boss]

Nintendo DS villains[]

Safe for Mainstream Mysterio, who is the main villain of the game, a different cast of villains appears in the Nintendo DS version of the game, such as the following:

  • Mainsteam: Electro, Tinkerer
  • Noir: Boomerang, Calypso
  • 2099: The Vulture, Silvermane

Alternate Costumes[]

Each alternate costumes can be unlocked through purchases after having amounts of Spider Essences, except Cosmic Spider-Men Pack.

Beenox/Base Game[]

Wave 1[]

Wave 2[]

Wave 3[]

Excluding Mangaverse Spider-Man, these costumes can be unlocked through cheat codes on main menu.

Cosmic Spider-Men Pack[]

This costume pack was originally a DLC pack on PlayStation 3 and Xbox 360, eventually being unlocked at the starting game by default in PC version. Each Cosmic Spider-Men costumes shares a charge attack, with a same animation as Ultimate Spider-Man’s regular charge attack instead of enhancing the three former Spider-Men’s respective charge attacks, meaning it won’t work on certain bosses for a pushback knockdown properties, such as on Vulture Noir.



  • Outside the Nintendo DS version, each dimensions have completely different style graphics:
    • Both Amazing and Ultimate Universes uses cel-shaded comic book graphics.
      • Amazing Universe's graphic is based on the traditional comics back in 1933 - 1990s.
      • Ultimate Universe's graphic is based on the modern comics since 2000, which was also featured in 2005's Ultimate Spider-Man.
    • Both 2099 and Noir Universes use realistic graphics.
      • 2099 Universe's graphic is based on the current generation of the console gaming since the appearance of 7th-Generation consoles Xbox 360, PlayStation 3 and Wii.
      • Noir Universe's graphic is based on 1930's black and white films.
    • In the Nintendo DS version however, the graphics on both dimensions (except Ultimate due to its absense in this version) are the same. However, Noir Universe, and its inhabitants and environments are colored in black and white.
  • Peter Porker is one of the universes shown in Madame Web's speech. Amazing Spider-Man even points him out. Peter Parquagh, John Jameson, May Parker, and Ashley Barton also appear in Madame Web's web during the game.
    • Parquagh appeared as an alternate costume for Noir.
    • Also, in Edge of Time, Porker ended up trapped in a containment tube at Alchemax, where Mainstream Spider-Man notices him.
  • The events of the game take place after Ultimate Spider-Man got infected by the Symbiote (and subsequently broke free of it) and after the Clone Saga, but before War of the Symbiote. As stated above, he regrets accepting its additional powers in exchange for becoming one with the suit and becoming evil, and rejects having to wear it again-initially, anyway. In Amazing Spider-Man probably during the Heroic Age arc, being Kraven is alive, but also since Madame Web is in it, because it was in the same story line, Grim Hunt, where Kraven was reborn and Web died. After The Eyes Without a Face arcs in Spider-Man Noir and before the Worlds of Tomorrow in Spider-Man 2099.
    • However, despite having same timelines taking place, it is confirmed to be in the video game continuity, due to the 2099 Universe having a mixture of elements between Earth-928 and Earth-96099 for the appearance of Scorpion 2099 in the game.
  • Miguel O'Hara is the only playable Spider-Man who isn't an alternative universe version of Peter Parker (as it's a few decades after Peter Parker was active in his universe).
  • In the Ultimate Deadpool level, both Ultimate Spider-Man and Deadpool reference several Ultimate Marvel characters, such as the Thing, Kitty Pryde, Mary Jane Watson, Spider-Girl (who in this reality is a feminine clone of Spider-Man), and Wolverine.
  • Whenever Ultimate Spider-Man uses Rage mode, sometimes he'll say "Now I know how Bruce Banner feels, except in control... and not green", which is a reference to the Hulk.
  • In the Hobgoblin 2099 level, there are various advertisements that promote the Hulk, Wolverine, and the Black Cat.
  • Mysterio is the only villain in the console versions that also appears in the DS version (Electro and Vulture are also in the DS version, but you fight their Mainstream and 2099 counterparts respectively, as opposed to Ultimate Electro and Vulture Noir).
  • In the Ultimate Carnage level, Ultimate Deadpool and Ultimate Electro are seen trapped in a cell together, where Deadpool repeatedly throws a ball at Electro to pass the time.
  • The credits show the villains in humorous situations. Kraven, whose head is bandaged up, fails to catch a rabbit, Sandman is put in a hourglass by Spider-Man, Juggernaut is captured by Silver Sable, Hammerhead has his guns attached to his arms with duct tape, Vulture is jailed with people laughing at him, Goblin becomes a balloon man for children, Hobgoblin teams up with other flightless Goblins, Scorpion learns how to use scissors in prison, Doc Ock becomes a mother of various Hobgoblins and Scorpions, Electro hides his nudity in a bush, Deadpool is trapped on a deserted island, Carnage becomes friends with some of the S.H.I.E.L.D zombies and even takes a selfie, and Mysterio starts feeding fish.
  • The Cosmic Costume Pack were once downloadable prior PS3 and Xbox 360 versions sales removed. Until the PC version, the pack is unlocked by default as a bonus.
    • The Cosmic Costume shares same charged attacks, reusing Ultimate Symbiote Spider-Man's charge attack animation instead of utilizing an enhanced cosmic version of the Spider-Men's respective charge attack, but very weak to knock some bosses.
    • Unlike the other 3 Spider-Men in the Cosmic Costume Pack, The Ultimate Spider-Man was seen mixed up with the Uni-Power and the black suit.
  • Despite the game takes place in different continuity, Kron Stone uses his Earth-96099 persona instead of the original Earth-928 where he became Venom 2099. According to his biography his mutation was caused by getting caught in a genesplicer with a scorpion during a power surge. The loading screen suggests that Kron Stone is just a very common name in 2099.
  • In the game, the Carnage of Earth-1610 may not be Gwen Stacy, apparently it's a clone, although Carnage/Gwen Stacy was in S.H.I.E.L.D. custody in the comics as well.
  • Interestingly, none of the Spider-Men are seen in their civilian identities in the console version. In the DS version, Spider-Man Noir is seen as Peter Parker, but only by means of a bonus costume.
  • When Amazing Spider-Man enters the area that he fights Kraven for the first time, he makes a reference to Mad Max: Beyond Thunderdome, remarking on the similarities between them in one sentence (e.g. "two men enter, one man leaves").
  • When Ultimate Spider-Man first enters Deadpool's level, Deadpool gives the introduction, "The terrifying, the deadly, The Amazing Spider-Man!". This is a reference to the first movie of the Spider-Man trilogy.
  • The voice actor of Ultimate Electro also played Biff Tannen (and other members of the Tannen family) in the Back to the Future Trilogy.
  • Ultimate Spider-Man's mocking Ultimate Electro's appearance for not wearing pants is a reference to Doctor Manhattan's appearance from DC's Watchmen.
  • The way that Noir Vulture teleported after he gained the ability to do so via the tablet fragment is similar to how the mainstream version of Nightcrawler teleports.
  • One of the Public Eye shouts out "Game changer, man! Game changer!" during his fight against Scorpion 2099, this is a reference to the movie Aliens.
  • Each Spider-Man was voiced by a different voice actor who voiced Spider-Man on TV in the past. Mainstream was voiced by Neil Patrick Harris (who voiced him in Spider-Man: The New Animated Series), Noir was voiced by Christopher Daniel Barnes (who voiced Spidey in Spider-Man: The Animated Series and would later voice 2099 in Edge of Time), 2099 was voiced by Dan Gilvezan (who voiced Spidey in Spider-Man and his Amazing Friends) and finally, Ultimate was voiced by Josh Keaton (who voiced Spidey in the critically acclaimed The Spectacular Spider-Man and would later voice Mainstream in Edge of Time).
  • Madame Web's "Well begun is half done" line (in the tutorial) is a reference to voice actress Susan Blakeslee's voice role as Mary Poppins for Disney.
  • In the Doctor Octopus 2099 level, Spider-Man expresses his disappointment at the fact that Alchemax "ripped off" the Avengers logo.
    Alchemax (Earth-TRN579) from Spider-Man Shattered Dimensions 001

    "I've been working here for years and I still can't believe that Alchemax just flat-out ripped off the Avengers' logo."

  • In the Sandman level during the final fight, Juggernaut's helmet makes a cameo, and Spider-Man can use it to throw at Sandman. Doing so will earn the player an achievement in the Web of Destiny.
  • Doctor Octopus's line "Now the world is mine, everybody sing, everybody praise me!" echoes a similar line from the song 'Doctor Octopus, Pt. 2' from the 1975 concept album "Spider-Man: Rock Reflections of a Super-Hero."
  • Fancy Dan (Noir) is listed as killed by not only the Crime-Master (given cement shoes and thrown in the river), but Hammerhead as well (his body being mentioned found in a trash can). It is speculative that the goons of the Goblin Gang are unaware of the true nature of Fancy Dan's death (eaten by spiders).
  • In the game, Goblin Noir is more like Ultimate Green Goblin, only he still has his hair and he does not have spikes on his ears.
  • There is a reason Ultimate Spider-Man is set to be playable outside the Nintendo DS version, and his default costume is his Venom symbiote black suit. During the development of the game, the developers, even the writter Dan Slott felt there are no ideas at first for the 4th dimension and wanted to added a symbiote playstyle in it. In the end, they decide to pick Ultimate Universe as the 4th dimension, setting Ultimate Spider-Man's default costume is his Venom symbiote black suit, fitting Ultimate universe and default costume's theme with a motto of "Power".
    • This is maybe also since while not in his Venom symbiote, Ultimate Spider-Man is albeit weaker than the Amazing (Mainstream) Spider-Man. The Amazing (Mainstream) Madame Web is aware of this.
    • Luckily, the developers and Slott did not forget how much fans love Ultimate Spider-Man's original costume, as it acts as a purchasable alternate costume.
    • One of Ultimate Spider-Man's alternate costumes, Mangaverse Spider-Man did wear a Venom black suit when wearing a Venom amulet in the comics. In the game, it can be assumed that the original Mangaverse costume did not match the symbiote attacks.
  • 2099 and Noir Universe are the only universe to have the same respective mooks in entire levels, such as Public Eye and Osborn's henchmen.
  • Amazing and Ultimate Universe are the only universe to change mooks each three main levels, except final level.
  • The Ultimate Spider-Man is the only one of the four who does not have a sub story in his levels. The Mainstream has the main plot with Mysterio, Noir has to take down Goblin and his criminal empire and 2099 has to foil Doctor Octopus' plans.
  • Noir Universe is the only universe not to have other mooks besides Osborn's henchmen in entire levels.
  • Mysterio's mooks, which only appeared in Ultimate and Amazing's final level stages appears to share the same model as Sandman's light-weight mooks, despite having different textures.
  • In order for the PC owners of this game who uses post-Windows 7 versions to get the resolution settings work is to set the Game and Launcher EXE files’ compatibility mode “On” and set the mode as Windows 7, by right clicking and going to the Properties menu first.
  • PC version (Steam or not) has a lot of full minor fixes than console versions.
  • In the Ultimate Electro level, Spidey makes numerous puns about trucks. The full list is “Electruck”, “Truckdon”, Truck Master, Truckleberry Finn, Trucktor Doom, and finally, “Professor Pickup”.