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Up the Water Spout... is the twenty-fifth main mission in Marvel's Spider-Man. While over at Mary Jane Watson's apartment, Spider-Man receives an alert that the apartment of Charles Standish, the CFO for Oscorp, is being raided by Inner Demons, and goes to investigate.


After receiving the alert, Spider-Man reached Standish' apartment complex and found Inner Demons under attack by police. After a firefight, he entered the building through the parking garage to find Standish by climbing the elevator.

Spider-Man eventually reaches the penthouse and clears out the Inner Demons, then talks to Standish. Standish tells him the Demons were after financial records related to Devil's Breath, but tells him that while Norman Osborn had poured money into it for years, he does not know what it is as it is a very secret project for which Standish is the only one with any record. Spider-Man then points out that records are being copied to a secure server, and discovers they are looking for Dr. Isaac Delaney.

Though Spider-Man manages to find out that the Inner Demons are searching through Oscorp's payroll, the arrival of a helicopter outside the window interrupts his conversation with Standish. It opens fire with a machine gun, forcing them to run, and Standish goes to the elevators, not knowing they no longer function. As an explosion rips through the penthouse, he and Spider-Man are thrown down the shaft.

Spider-Man saves Standish, and then calls Yuriko Watanabe outside to keep her in the loop. Sable International have arrived, and told Spider-Man to back off, Yuri suggesting that Sable only wish to keep Standish quiet. Peter calls Mary Jane, updates her on what happened, and she promises to look into Dr. Delaney. While swinging throughout the city, Otto Octavius calls Peter late, telling him he has been thinking about ways to not only give amputees back their missing limbs, but give them better ones. Later, Yuri calls Spider-Man again about a suspicious box in Hell's Kitchen.


Upon arriving at the apartment, players must jump into fighting the Inner Demons and help the police (as only a single stealth takedown is possible before Spider-Man is spotted).

Once in the parking garage, after talking with an injured officer, players make their way through another group of Inner Demons. With the elevator no longer an option, they must then climb up the shaft to gain access to the penthouse. On the way up, they need to be careful of Demons looking out through open elevator doors; pulling them out and webbing them up will deal with them. They also need to avoid the beams of light coming from the opposite direction in the second shaft. The third shaft uses falling jets of fire and elevator cars; staying off the main tracks as much as possible is best.

Once the penthouse is entered, the Inner Demons must be cleared out before entering the office. Sneaking around using the overhead beams is a good idea for stealth takedowns. Some guards can also be distracted by pulling down chandaliers from the ceilings, allowing one to be taken down while the other is investigating. If preferred, players can simply fight the guards instead, though this will be challenging.

After clearing out the guards and reaching the office door, Spider-Man cannot quite get it open, as a Demon swordsman enters to attack. Players need to dodge his attack, only counterattacking after he is finished. Attempting to web him before this will have no effect. More Demons will join the fight fairly quickly.

When Spider-Man eventually gains access to the office, a cutscene commences. After this, players must pay close attention to the on-screen prompts in order to quickly move debris out of the way and also slow, and finally catch Standish. After this, a new side mission is unlocked, "Internet Famous". After phone calls with Mary Jane, Otto Octavius, and eventually Yuri, the next main mission, "What's in the Box?" is unlocked.

Behind the scenes

The name is a reference to the classic nursery rhyme "Itsy Bitsy Spider".