Spider-Man: Friend or Foe looks good. While the look is very stylized and cartoony, it holds up well. Spidey looks like Spidey and the various villains you'll encounter look like they should - not like they do in the movies, necessarily (Doc Ock specifically), but they still look good. The areas you'll visit are nice in appearance and have a decent variety. I really liked the outside area in Japan, with its looming anime balloons and such, as you traverse the rooftops. Tangueroa Island is appropriately lush, complete with wacky, Easter Island-looking statues scattered about and Egypt looks quite good as well, with its sandy huts and crystalline pools.

The enemies you'll encounter, Phantoms, come in a variety of different looks, although as I will explain in Gameplay, are all basically derivatives of the same baddie. They look different and seem to fit in their areas, such as the organic looking enemies you'll find in Tangueroa Island versus the regal Egyptian inspired ones in the Cairo area. But they are all pretty much the same guy, but more on that later.

Voiceovers are campy, but in a good way. Spidey sounds like he should and the game is filled with his sarcastic quips, although they don't get tiring. The bosses, Spidey's foes, have humorous things to say when they get defeated, but the best banter comes from the computer on Nick Fury's helicarrier. She briefs Spidey before each mission and she has a not-so-secret crush on the webbed one. It's funny to hear her woo Spidey and deliver zings to Nick Fury.

First off, Spider-Man: Friend or Foe is sort of an intro to a new cartoon that will be airing on the WB next March. That being said, here's some background. Nick Fury has enlisted Spider-Man to locate the missing shards of a meteorite that crash landed. Unfortunately, Phantoms have been cropping up all around, evil minions set on destroying Spider-Man and collecting the shards themselves. Who they work for is a mystery, but whoever it is has been controlling all of Spider-Man's most famous (and not so famous) foes to keep him from getting to the shards first. Oh, and did I mention the Phantoms are constructed of the same symbiote goo that Venom is, so these guys are tough and mean.

So Spidey's basic goal is to work his way through hordes of Phantom minions, get to a boss consisting of one of Spidey's many past foes, defeat that foe and get him on your side, then wash, rinse, repeat. Foes that become friends include Black Cat, Prowler, Doc Ock, Iron Fist, Scorpion and many more. As you defeat Phantoms and bosses, you will receive coins that you can use to purchase upgrades for Spidey and his various sidekicks. However, upgrades are expensive, so you have to be very strategic in which ones you buy and who you upgrade. You don't want to invest in an early sidekick, only to replace him or her with someone better, thus saying goodbye to your upgrades. Upgrades are purchased in between levels on Nick's helicarrier, so choose wisely before your mission for maximum effectiveness.

You can play by yourself, but this is more of a grind than anything else. Not completely devoid of fun or merit, but just not as exciting. What is fun is teaming up with a friend and bashing enemies together. The fun is not unlimited because even with a pal, it gets old after a few worlds, but its much more fun working as a team. You can pick up DNA enhancements along the way, as well as various upgrades. However, I found that no matter what upgrades I bought, I still used the same basic move on all enemies, no matter what level I was on. But more on that in Game Mechanics.

There's also a Versus mode that you and a friend can play. Here, it's a one-on-one battle and you have to open up the levels by making progress in the Story Mode. This is a nice diversion, but gets old pretty quickly and I find it's much more fun to make progress together in the Story Mode.

Spider-Man: Friend or Foe is not so much difficult as tedious. Once again, playing with a friend helps things to be lots more fun. When you are fighting a boss in the Single Player Story Mode, what sucks is the fact that your sidekick vanishes when it comes time to fight the boss. I'd have much preferred for the A.I. to kick in as it does in the game, but it bails on you. There were times when I was playing alone, having been playing with Geck0 or JR Nip earlier and I got stuck on a boss and called one of them back to get through it. Sure, I could have made it through on my own, but its much quicker with a sidekick and this isn't the type of game to hold one's interest very long if you are stuck in an area.

Difficulty comes in the form of figuring out what maneuver is needed for vanquishing a particular boss. Usually, they are pretty obvious, but sometimes, it takes a bit of strategy. Having situations where you have to grab an object and throw it at the boss to defeat them, only to have them send out an annoying energy blast and destroy all of your potential weapons is annoying. Yes, it prolongs the game, but this isn't necessarily a good thing.

Another annoyance is the fact that you will fall to your death if you slip off a ledge during a boss fight, but doing this same thing in the rest of the area simply means losing a life and a few coins and coming right back. Even more aggravating is having the boss push you off the ledge. Grrr.

The controls in Spider-Man: Friend or Foe are pretty basic. The (O) button controls Spidey's web and consequently your sidekick's long-range weapons, like Doc Ock's arms, for instance. The (X) button is for jumping, (Square) is for delivering a beatdown and your D-pad delivers one of several special moves resulting in the annihilation of several enemies. Basically, this is a button-masher's dream because you can roll through all of the enemies without really even changing your move. I used the repeated pressing of the (O) button to roll through level after level, never having to change my tactics when dealing with the waves of Phantom grunts and even the higher level Phantoms. Variations in enemies came in the forms of a typical grunt, then a larger beast which required much more pounding to defeat, or using the web to pull his feet out from under him. Then there was the hulking creature, a mini-boss who either spat out something that could be lassoed with web and turned against him, or required that Spidey and his sidekick team up and pound on him from behind, with the other one causing a distraction. Then, from time to time, there would be a piece of machinery that needed to be destroyed and it would be surrounded by grunts that you had to kill to get to it. Sure, from time to time, larger enemies would roll up like a ball and run into you, or they'd throw out what amounted to ink bombs, but they still required the same basic move to defeat. Kinda boring.

Overall, Spider-Man: Friend or Foe is a fun beat-em-up, but unless you are a hard-core Spider-Man fan, it should probably be more of a rent than a purchase, simply because the gameplay can get tedious over the long haul. But for a weekend of baddie bashing with all of Spidey's enemies-turned-friends, it's a good time.