Marvel's Spider-Man Noir is one of the most brutal heroes to use the 'Spider-Man' codename, as the Peter Parker of Earth-90214 stalks and kills lethal villains in a world based on gritty Noir fiction. Possessing the usual Spider-Powers as well as an immunity to pain and incredible skill with a range of firearms, Spider-Man Noir rarely allows his enemies to live. Despite that fact, he's managed to collect an impressive rogues' gallery.

Here are the 10 strongest villains to plague Spider-Man Noir, from dark takes on classic Spidey enemies to some incredibly powerful foes he battles as a member of the Web Warriors (aka the Spider Society) - a heroic team who protect the many realities of the Spider-Verse from harm.

Spider-Man Noir previously appeared in 2018's Spider-Man: Into the Spider-Verse, voiced by Nicolas Cage, who will reprise the role in the Spider-Noir TV series.

10 The National Socialist Party, aka the Nazis

As a '30s Hero, Spider-Man Noir Goes Up Against Nazi Plots and Real-World Figures Like Heinrich Himmler

Marvel's Noir imprint is set in the '30s, with the word barreling towards WWII. Because of this, most of Marvel's Noir heroes - including versions of Spider-Man, Iron Man, Luke Cage, Wolverine and more - often clash with representatives of the fascist regime. Up against the Nazis and their agents, Spider-Man Noir has essentially become Marvel's Indiana Jones, beating up Nazis while fighting to keep powerful supernatural artifacts out of their hands.

Spider-Man Noir has taken out countless Nazis, and many of his villains have ties to Hitler's political party, with Heinrich Himmler attempting to hire several of Spider-Man Noir's mad scientist villains.

9 Mysterio Noir, aka Quentin Beck

First Seen in Edge of Spider-Verse #1 by David Hine, Fabrice Sapolsky and Richard Isanove

Spider-Man Noir's take on classic Spidey villain Mysterio, Earth-90214's Quentin Beck was a stage magician and gangster who worked with the Kingpin. Beck planned to gain superpowers by stealing and injecting Spider-Man's Noir blood, capturing his lover Felicia Hardy to draw Parker's vigilante out. Mysterio was a competent fighter with a variety of gadgets based on his profession, including sleeping gas grenades.

8 Doctor Octopus Noir, aka Otto Octavius

Introduced in Spider-Man Noir: Eyes Without a Face #1 by David Hine, Fabrice Sapolsky and Carmine Di Giandomenico

One of Spider-Man Noir's most despicable villains, Earth-90214's Otto Octavius was a malevolent scientist who secretly abducted and lobotomized immigrants, hoping to create an army of 'mindless' soldiers. Octavius used a wheelchair equipped with eight mechanical arms, each fitted with surgical blades, which he ultimately used to slaughter his former colleague the Crime Master and fight Spider-Man Noir.

Defeated by Peter, a deal with the authorities saw Octavius deported to Nazi , where he hoped to Hitler's regime and carry out further experiments. However, when Himmler learned that Octavius' disability was genetic, he rejected his research and condemned him to obscurity.

7 Shocker Noir, aka Herman Shultz

Created by David Hine and Fabrice Sapolsky in Spider-Geddon: Spider-Man Noir

Herman Shultz was an American businessman who developed an insulated battle suit which enhanced his strength with electrical blasts. The suit also enhanced his durability and filtered out gas attacks, with Shocker attempting to sell the armor to the Nazis with the intent of mass production. Thankfully, Spider-Man and Felicia Hardy were able to take down Shocker by tricking him into knocking over a water tower, shorting out his suit.

6 Madame Swarm, aka Madame Sturm

Introduced in Spider-Verse Volume 3 #5 by Christos N. Gage and Juan Ferreyra

A Nazi spy undercover in the United States, Madame Sturm used a mystical Spider-Totem to bond herself to bees on a genetic level. Madame Swarm gained gigantic wings and insect-like anatomy, as well as being able to mentally command the insects, which were also enhanced by her powers (for instance, being able to instantly slice through Spider-Man Noir's webbing.) At the height of her power, Madame Sturm could focus to have the bees create a new composite 'body' similar to a living mech suit.

Madame Swarm appears to be Spider-Man Noir's version of Fritz von Meyer's Swarm from Marvel's main timeline - a Nazi scientist who is literally made out of bees, having no separate human body.

Adrian Toomes' Vulture was a cannibalistic assassin, killing and eating Peter Parker's Uncle Ben.

5 The Sinister Six Noir, Including the Goblin, Vulture, Kraven, Sandman, Chameleon and Electro

Spider-Man Noir's Greatest Villains Were Resurrected as a Zombie Team

Okay, we're cheating a little here, since Spider-Man Noir actually fought each member of his Sinister Six as separate villains before they ever teamed-up (although the same is true in Marvel's mainstream comics.) The villains were later resurrected by the goddess Inanna and given demonic new forms, while being ed by her monstrous servant Electro as Spider-Man Noir's answer to the Sinister Six. Their abilities are as follows:

• The Goblin - AKA Norman Osborn. A former carnival freak with scaly green skin, Osborn organized other circus performers into a gang, attempting to seize control of New York. Created by David Hine and Carmine Di Giandomenico.
• The Vulture - AKA Adrian Toomes. A former carnival freak famous for eating live animals. Under Osborn's guidance, Vulture became a cannibalistic assassin, killing and eating Ben Parker. Created by David Hine and Carmine Di Giandomenico.
• Kraven - AKA Sergei Kravinoff. An animal trainer who fed his victims to his circus tigers. Created by David Hine and Carmine Di Giandomenico.
• Chameleon - AKA Dmitri Smerdyakov. A former carnival performer with a 'rubber face' he could use to disguise himself as others. Created by David Hine and Carmine Di Giandomenico.
• Sandman - AKA Flint Marko. A henchman of the villainous Crime Master with an incredibly dense body, making him unusually strong and durable enough to survive being shot multiple times. Created by David Hine, Carmine Di Giandomenico and Fabrice Sapolsky.
• Electro - AKA Maxwell Dillon. A former papparazzi photographer turned enforcer who fights using electric batons charged by a portable generator. Created by Margaret Stohl and Juan Ferreyra.

Of the group, Electro is easily the most powerful, and this remained the case after they were transformed by Inanna, with Electro's electricity infusing his body and turned him into a hulking behemoth. The other villains were also enhanced, gaining enhanced strength and demonic features, including deadly claws for the Goblin and a prehensile tongue for the Chameleon.

4 The Battery and His Electro-Verse Army

First Seen in Web Warriors #1 by Mike Costa and David Baldeón

While Spider-Man Noir fights plenty of villains in his home reality of Earth-90214, he's also one of the most trusted heroes in the Spider-Verse, often working as one of the Web Warriors - a team of Spider-Heroes drawn from across the multiverse. This hip brought him into conflict with the Battery - an alt-reality version of Electro who had become an energy hivemind. The Battery gathered an army of Eletros from across the multiverse, waging war against the Spider-Verse and its heroes.

The Electros all boast impressive eletricity powers, with the Battery being the most powerful of all. Thankfully, a variant of Uncle Ben eventually merged with the Battery, taking over its hivemind and sending the Electro-Verse army back to their original realities.

3 Inanna, aka Dr. Huma Bergmann

First Seen in Spider-Man Noir Volume 2 #1 by Margaret Stohl and Juan Ferreyra

Inanna was an ancient goddess banished from the underworld of ancient Mesopotamia. Taking on human form as Huma Bergmann, Inanna allied with the Nazis and began attempting to locate the M'kraan Crystal - an artifact which connects all realities and would restore her godly powers. Inanna employed Electro as her enforcer and was able to enhance him to a superhuman level, later resurrecting the Sinister Six after harnessing more of the M'kraan Crystal's power.

While channeling the M'kraan Crystal, Inanna was capable of flight, telekinesis and mutating her own body, growing extra limbs and a scorpion-like tail. Thankfully, Inanna's sister Ereshkigal allied with Spider-Man Noir, weakening the M'kraan Crystal and making it possible for Peter to destroy it and, as part of a chain reaction, Inanna's human form.

2 The Inheritors, Including Karn, Morlun, Solus and More

First Appeared in Superior Spider-Man #33 by Christos N. Gage, Dan Slott and Giuseppe Camuncoli

The Inheritors are a family of cross-dimensional predators who feed by draining the energy from superbeings who are connected to totemic magic. This includes the multiverse's Spider-Heroes, who are all considered Spider-Totems. Inheritors possess Hulk-level strength and energy vampirism powers, while also utilizing unique technology and weaponry stolen from countless realities. While Inheritors can technically be killed, they possess cloning pods that can instantly resurrect them.

The first Inheritor introduced to Marvel lore was Morlun (who attacked the main-timeline Spider-Man in Amazing Spider-Man #30 by J. Michael Straczynski and John Romita Jr.), however Spider-Man Noir had more trouble with Morlun's brother Karn, who traveled to Earth-90214 to attack him. Karn later allied with the Spider-Verse heroes, who used the Inheritors' technology to unite the multiverse's Spider-Heroes, leading to the formation of the Web Warriors.

1 Shathra

First Seen in Amazing Spider-Man Volume 2 #46 by J. Michael Straczynski and John Romita Jr.

An ancient goddess, Shathra is the sister of Neith - the goddess who created the Spider-Verse and the 'Web of Life and Destiny' that connects all alternate realities. This design was an improvement on Shathra's 'Great Nest' system, creating a bitter rivalry between the two. Shathra later connected to the totemic magic of wasps, becoming a monstrous, insectoid entity. Damage to the Web of Life and Destiny later allowed Shathra to attack the heroes of the Spider-Verse directly.

Shathra was able to shapeshift into various forms, possessing incredible strength and durability when she manifested in specific realities. Shathra's most terrifying ability was to turn Spider-Heroes into her servants, personally corrupting Spider-Man Noir into her enforcer. Under Shathra's control, Spider-Man Noir attacked his friends, even killing Jessica Drew and erasing her from existence. Thankfully, the Spider-Heroes eventually won out, with Neith reversing her sister's horrifying actions.

Those are the 10 strongest villains faced by Peter Parker's Spider-Man Noir - let us know which of these villains you hope to see in the Spider-Noir, starring Nicolas Cage, in the comments below.