Egg Spider, as the name states, has an appearance similar to a two-legged spider. It is mostly grey with some black and yellow stripes. Its has yellow legs and on the bottom torso, an Egg Mobile-like pod is located.
The fight takes place at a near-submerged room with little room of air that is out of jumping reach. The Egg Spider will constantly drill at the ice ceiling above the water level, forming icicles which sink into the water-filled room. Touching any pointy bottom of these icicles will damage the player. The player must jump onto the top of the icicles and use them as platforms to not only reach and hit Eggman but to also resurface out of the water as there are no Air Bubbles to save the player from drowning in this fight. As the fight progresses, Eggman will start dropping up to four icicles depending on how many hits the player has delivered. The Egg Spider must be hit eight times to defeat it. The water level will then be lowered as the Egg Spider is destroyed, leaving Eggman to retreat while dropping a Capsule behind. The player must jump on the switch to open the Capsule and end the Act.
Sonic is the only character that has to defeat the Egg Spider conventionally, as every other playable character has an unconventional way in which they can attack Eggman; Tails can swim to the top of the screen and attack Eggman with Propeller Flying, Knuckles can tread water once he reaches the surface, and Amy can attack the Egg Spider with the Jump Attack.