Spider-Man: Friend or Foe has an interesting, if somewhat strange, comic style to it, resembling something from a recent child's cartoon, rather than going for the realistic or comic book styles. The characters and situations in the game's intro movie seem to indicate that the game takes place somewhere in and around the time of the Spider-Man 3 movie, but the fact that Venom and the new Goblin are very much alive and kicking leave the exact point in the time-line up for question. Don't ponder it too much, though; as you progress in the game, characters and events pretty much remove any chance of fitting Spider-Man: Friend or Foe into some existing canon time-line. Looking at the special features indicates that this is because Spider-Man: Friend or Foe is based on the graphical style and stories of an upcoming animated series, The Spectacular Spider-Man, to be aired on the WB Network beginning March, 2008. How that show fits in with the rest of Spider-Man lore remains to be seen...

As I mentioned above, Spider-Man: Friend or Foe starts with an animated sequence that sets up the concept behind the game. The story is progressed in this way, with short animated sequences, as objectives are completed; some are more comical than others, but they typically feature a fairly good representation of Spidey's wit. It seems that the story is mainly a way to move you from one locale to another, but the interaction between the computer and Spider-Man during the mission briefings is comical and entertaining.

The voicework of the characters in Spider-Man: Friend or Foe seem to fit the characters nicely, although they don't seem to be tied directly to any specific previous representation of them, such as the movies, for example, even though Spider-Man: Friend or Foe is labeled as being, "Official Movie Merchandise."

Alright, let me quickly describe Spider-Man: Friend or Foe for those of you who have played Marvel: Ultimate Alliance. Take Marvel: Ultimate Alliance, replace all of the characters with Spidey and his friends and enemies, then have the characters all be unlocked by beating them, rather than having them available at the beginning. Let's see, hmm... while you're at it, make the whole game a little more aimed at the younger set and style the graphics in a kiddie- cartoon style. That's about it. Everything else is the same - right down to the whole story being driven along by S.H.I.E.L.D. as you fly around the world in an airbase. That's right, Nick Fury is there to brief you on missions, which seems to almost make sense in a game that takes possible timelines that it could try to nestle into and chucks them out the window in a move that makes the game feel more like an issue of, "What If...," a Marvel comic that was devoted to allowing for stories that would be really interesting, but would be highly improbable to bring about in the actual "continuum" of the comic book world without having undesirable repercussions.

Now, for those of you who aren't familiar with Marvel: Ultimate Alliance, Spider-Man: Friend or Foe is a third-person game that lets one or two players work their way through several levels of fairly generic baddies, eventually facing a boss who just happens to be one of Spidey's most popular enemies. That would normally be bad news, but it's even worse, as they are under the mind control of some unknown enemy. Luckily for us, they all seem to be upset enough by the fact that someone was manipulating them to fight that they are ready to join you in your quest to seek out this mind-controlling menace and to fight by your side to defeat them. Okay, I suppose... I've seen this happen before, but not with this many enemies at the same time.

The Story mode (single player or cooperative) gameplay consists mainly of working your way through levels strewn with containers that contain coins (used to buy upgrades on the helicarrier) and health, containers that explode (nice for hurting enemies) and various somewhat generic baddies that have differing appearances according to the appearance of the level, but, for the most part, seem to fight pretty much the same, with some minor changes. The long and short of it is that the fights get to be a grind, sometimes, but can still be fun and don't usually prove to be too frustrating.

Also available is a Versus mode. As the name implies, this mode allows you to go one-on-one against your friend to find out who's the better fighter. This mode lets you each choose your favorite hero or villain, allowing battles that are Superhero versus Superhero, Super Villain versus Super Villain or Superhero versus Super Villain. This mode is a fun fighting game, but you essentially "earn" this mode, bit by bit, as you progress in the Story mode. As you gain characters and finish locations in the Story mode, these characters and locations become available in Versus mode. Also, the Versus mode fights, like the boss fights, adhere to the concept that falling off of a ledge is a fate worse than death. If you want to take your friend out quickly, just throw their character out of the ring. This completely bypasses that pesky health-bar mechanic. Simply throw them out of the ring and you're one round closer to winning. Mind you, you'll need three winning rounds to win in Versus mode, as it's always "best three out of five."

The reason Spider-Man: Friend or Foe isn't typically frustrating is because you can't really mess up too badly. When you die, you can come back. This is the main reason that it feels like it's geared towards a younger audience.

Unfortunately, there seems to be a fate worse than death in Spider-Man: Friend or Foe. That would be falling off of a ledge in a boss fight. You can plummet to your "death" anywhere other than a boss fight and you simply respawn, with a loss of coins, a la Sonic, without the restriction that you don't come back if you don't have any rings when you die. However, during a boss fight, if you fall off of the screen, you're out of the picture until the other character dies or the fight is won. Actually, keeping this in mind will make the boss battles easier if you're playing cooperatively with someone; you want to avoid ledges at all costs, so you can continue to help each other.

One aspect of Spider-Man: Friend or Foe that needs to be carefully managed is that of power-ups. You can use the coins you collect to enhance Spider-Man's powers and to enhance the powers of his allies. The trick here is that you have to choose where you want to spend your money very carefully. If you buy upgrades for Black Cat and then you select Doc Ock as your sidekick, you won't have any benefit from those upgrades until you select Black Cat again. This means you need to choose your sidekick carefully and you'll probably want to hang on to your favorite one for a while, so you can upgrade their abilities and actually get the value for your money. The safest bet is to upgrade Spidey, however, since he will always be one of your characters.

Spider-Man: Friend or Foe is an interesting concept, but it almost seems too much like Marvel: Ultimate Alliance. Worse yet, it doesn't feel like they tried to improve upon Ultimate Alliance, it feels more like they worked backwards, to arrive at a game that, ultimately, makes people think, "I could have played Ultimate Alliance."

Despite the fact that Spider-Man: Friend or Foe falls short of stellar, it is a fun game to play... for a while. Unfortunately, the "phantoms" (think "putties" if you're familiar with early Power Rangers) are very generic enemies that fail to inspire much interest or challenge, reducing battles to more of a grinding activity, much like cutting down fields of cane with a rusty machete.

The fun factor falls short if you play Spider-Man: Friend or Foe by yourself. The true fun to be had in Spider-Man: Friend or Foe comes from sitting down next to a close friend and mowing down enemies together. This cooperative gameplay is enhanced by several special team moves that can be executed. These moves have short animated sequences that are flashy and cool, and deal out some devastating damage, so they're nice to use when health is getting a bit low or when the desperation starts to set in. If you have a friend who loves playing cooperative games such as Marvel: Ultimate Alliance or any of the recent Gauntlet games, then Spider-Man: Friend or Foe could provide an interesting change of pace. If you and your friend are also fans of the web-head, then this may be a nice diversion for you. It's not the best videogame to be inspired by a superhero, but it's definitely not the worst, either. So, until Aunt May gets a symbiote and starts cooking Carnage cookies, make mine Marvel!