With the next-gen version of Spider-Man 3 already under my belt, I was a bit apprehensive when it came to the DS version. The last few Spider-Man games on the DS were already shaky and after witnessing the other movie tie-in versions, I wasn't sure what to expect. Surprisingly, the DS version is an ambitious, fun game, featuring a semi-free roaming environment and an innovative touch-based combat control system.

Spider-Man 3 sticks to the cel-shaded visuals used in past games. Although it stands out when compared to the realistic visuals movie time-ins usually go for, they work - especially for a property based on a comic book. Levels are built in 3D and presented as a 2D side-scroller. This provides for some interesting gameplay perspectives as well as giving levels a little more life.

Real kudos go to the animation system since it is a big part of why the movement system works so well. With the amount of freedom offered by the control setup, Spidey swings, punches and runs with an amazing amount of fluidity. With a few slashes of the stylus he can lasso a thug, twirl him around and quickly web swing away, all without any sudden jerks or noticeable transitions in animation.

Spider-Man is extremely vocal throughout his mission. The sound clips are impressively clear and voiced by Tobey Maguire, but there are so few that they become incredibly tiresome. Background music is, as I often say, excellent for a game since it is only around when you want to hear it.

Spider-Man 3 follows the plot of the movie while also tying in a few other villains to pad things out. Gameplay is mission-based and uses a system that is similar to Castlevania II: Simon's Quest. Missions show up as glowing icons on a stylized map of New York City, which pulls double-duty as a play area and hub. Each section of the city is a short, self-contained, side-scrolling level that is connected to the other areas. While in these areas, you can either seek out story-driven missions or patrol that section for random crimes.

For the most part, Spider-Man 3 is a straightforward beat 'em up. It doesn't delve too far into Spidey's powers, but you have the important ones like clinging to walls, shooting webs and enhanced strength.

Again, story-based missions follow the movie's plot, which involves the New Green Goblin and Sandman stirring up trouble for Spider-Man. This leads to Spider-Man discovering the black symbiote suit (or should I say, the suit discovering him), ultimately leading to a showdown with Venom. Missions are linear and include few surprises. Most take place in large, multi-platform areas where you need to follow a colored indicator towards your next goal. The catch to each level is the Threat Meter that slowly rises during missions. As you defeat enemies and rescue civilians, the meter drops while failing to do these things in a timely manner raises it. If the meter gets too high, you have to start over.

Patrol missions work the same as Story missions, only the areas are bigger and require more backtracking. Compared to the story missions, these tend to be a little more difficult, though they are worth the extra effort. Defeating enemies earns Hero Points. Once you have enough points, you can purchase new moves and upgrades in the store.

The big downside to the entire game is that it is short. Depending on your skill level, it takes anywhere between 8 - 12 hours to complete the entire Story Mode. Replay value comes in the form of items hidden in each level. In addition to meteor shards, copies of the Daily Bugle and spiders are hidden in various locations. Finding all three in a level earns bonus Hero Points and other unlockable content. You can also go back through completed missions with a time limit or complete races found in the city.

Multiplayer is also available, though none of the modes are particularly exciting.

One thing the DS version shares with the console versions (besides the obvious movie tie-in) is that it is challenging. Though it doesn't feature as many cheap instances as the console versions, it can still get really difficult. The main culprits are the lack of in-level checkpoints and health. Considering the size of most levels, having to repeat the entire level from the beginning after dying isn't much fun.

The lack of health power-ups is another issue. Though not as bad as the console versions, there is still a bit of randomness as to when enemies drop health boosts. Sometimes you can slug your way through half of a level before seeing health, while at other times you may get two or three in a short amount of time.

There's also a bit of a learning curve when it comes to the control mechanics. A tutorial is available at the start of the game and it is recommended that you take the time to go through it. Even then, you won't completely get the hang of it until you've used it outside the tutorial's controlled environment. Once you do get the hang of it, you'll still find that you misfire moves every so often. The scheme works great, though there are few minor nuances that still need to be worked out.

Controls are where Spider-Man 3 really comes into its own and could arguably stand toe-to-toe with some of Nintendo's first-party efforts. Movement controls are handled by the D-Pad or, if you are a Lefty, the face buttons. Pressing Left and Right moves Spidey while pressing Up jumps and Down crouches. Everything else is delegated to the touch screen. Tapping the screen twice in any direction causes Spider-Man to shoot a web line that will either ensnare a bad guy or attach to a ceiling (if you tap towards the ceiling). Swiping the stylus across the screen in the direction of an enemy punches, while swiping diagonally in a upward motion results in an uppercut.

Swiping, slashing and drawing on the touch screen can produce any number of special moves as well. Snaring an enemy with a web line then drawing a circle produces a rodeo snare, while pulling back causes the enemy to be pulled towards you. You can even juggle enemies in the air with a series of quick slashes or pop an enemy in the air and quickly pluck them out of the air with a web line.

The symbiote costume is handled different than in other versions. Once you acquire the suit, Spider-Man moves faster, is more powerful and can pull off a whole bunch of insane combos. The suit also allows him to see hidden objects that he normally could not. The difference is that the suit disappears if Spider-Man takes too much damage.

Even with its short list of problems, Spider-Man 3 is still a great game and, at least in my opinion, the best version of the game available. The control scheme alone is worth a look and opens up a whole new world for future Spider-Man games as well as brawlers on the DS.