Like its predecessors, Spider-Man 3 is a sidescrolling beat-em-up, but it makes significant changes to the series' established formula. Rather than a straight progression of levels, the game is structured as a pseudo-nonlinear world splitting New York into eight districts, each with multiple environments. Each district is laid out on a city map and, in a nod to to the city-policing mechanics of the Spider-Man 3 home console games, each has its own crime level. Districts do not seamlessly flow together--this is a sidescroller, after all--but are connected by portals within individual levels as well as by the map itself. This allows players to either play through the game's main story in a linear fashion, or jump around to take on its various missions and work on reducing the crime level.

Within the districts, individual levels have a variety of goals and missions. There is the straightforward objective of simply getting to the end of a level, there is the pursuit of lowering the district's crime rating by taking out enemies, there are timed "race" challenges, and there are the actual story missions and cutscenes themselves. Story missions, which can be initiated through purple portals within the environments, belong to a number of different arcs that can be completed in the player's desired order. Environments and characters themselves are fully rendered in 3D, though all gameplay operates in 2D. The levels twist and turn, providing more variety than in a purely 2D sidescroller, but the camera always stays locked on Spider-Man and keeps the player's directional input on a 2D plane. Essentially, the game offers a taste of the nonlinearity and user choice associated with full 3D open world games, but keeps the design rooted in a more straightforward and portable-friendly format.

Races, accessible through yellow portals, send Spidey from point A to point B while a checkpoint-based timer system ticks down. I tried a few races and was surprised to find that they were fairly demanding. Along with the game's larger nonlinear structure, Vicarious Visions has worked to expand the level design itself from prior games in the series, resulting in significantly more vertical space for climbing and web-swinging. Levels are still left-to-right progressions, but everything is more open. This means that, in the races, players will be constantly using Spider-Man's webbing not just for horizontal speed but for vertical access in order to grab all of the checkpoints and add time to the clock.

Observing my racing woes, Vicarious Visions executive producer David Nathanielsz pointed out that the copy of the game I was playing had the city entirely unlocked, but that my character had not purchased all of the speed upgrades that would have made the late-in-the-game race I had stumbled upon more manageable. Upgrades, which can boost both movement-, health-, and combat-related abilities, are purchased with hero points, granted for defeating enemies and completing objectives.

While the save game I was playing did not have Spidey's speed upgrades, it did have numerous new combat moves already purchased from a fairly long list. With Spider-Man 3, Vicarious Visions has implemented an entirely stylus-based combat system rather than one more traditionally based around the system's face buttons. Those who played Ultimate Spider-Man may recall playing as Venom and using stylus-based attacks, but Spidey's combat in Spider-Man 3 is massively more flexible--and interesting--than the tentative steps towards stylus control made in that game.

Tapping an enemy sends a shot of webbing in the direction of the tap, binding up enemies and allowing them to be further manipulated--swiping back towards Spider-Man with the stylus will yank the enemies over. Most attacks correspond directionally to their stylus action, so swiping towards an enemy performs a basic punch, swiping up performs an uppercut, drawing a quick circle performs a circular kick, and drawing a quick half-circle slams a web-tied enemy into the ground. Attacks can be chained together into impressive combos, allowing Spider-Man to juggle webbed enemies, toss them into the air and meet them with airborne uppercuts, and other moves characteristic of fights from the comic books and movies. This is facilitated within the game design; after being thrown in the air, enemies will defy gravity for just a split second, enough time to jump up and deliver a punch to the face or pull off a combo.

One of the most heavily hyped aspects of the upcoming Spider-Man 3 film is the presence of Spider-Man's powerful black suit. In Spider-Man 3 on DS, players can don the black suit after filling up a rage meter in combat, presumably after having reached some point in the story that introduces the suit. When the black suit is on, the existing combat moves are remapped to more aggressive attacks, and I also found combos to come more easily and end up more impressive. In particular, aerial combat is emphasized with the black suit. Spidey is quicker and more mobile, and the game seems to provide assistance in keeping enemies in the air to chain together more and more moves.

The overall effect of the stylus system is remarkably similar to that of a more traditional brawler--you can produce significantly impressive effects by simply going nuts and scribbling the stylus around where in another game you would mash buttons madly, but it becomes more rewarding to learn the various moves and string them together in interesting and increasingly effective ways. "We spent a lot of time doing focus testing and iterating, because there were definitely times during development when [combat] didn't feel good," laughed Nathanielsz.

It should be noted that my character had numerous combat moves already unlocked when I picked up the game, giving me many potential combos, so I cannot speak for how fulfilling the combat system would be earlier on in the game when only more basic attacks are available.

To round off the package, Vicarious Visions is including a number of local wireless multiplayer modes, most of which are essentially Tony Hawk-like races to complete goals the fastest rather than head to head battles. Brawler has both players striving to beat up the most thugs, Combo Challenge is a contest to pull off the most impressive string of attacks, Target Practice is a web-shooting contest, and Hot Potato has opponents attempting to keep a thug (the "hot potato") out of their respective control zones.

It is always refreshing to see a movie game on a portable system that is not simply a derivative platformer with licensed characters' faces slapped onto the sprites. With Spider-Man 3, Vicarious Visions has implemented features that are not just uncommon among licensed portable games but that are inventive among sidescrollers as a genre, drawing from the sister home console series while remaining portable in nature. If the actual missions and levels hold up, Spider-Man 3 should shape up to be extremely solid when it ships alongside the film on May 4.