In the first level, the player controls Spider-Man who must use his spider sense to disarm several bombs located throughout the immediate exterior and maze-like entrance to an abandoned building. After the player completes this level Spider-Man learns that the evil Arcade has kidnapped Storm, Cyclops, Wolverine, and Gambit. The player must successfully complete each character's level (each set in Arcade's deadly "Murderworld") in order to get to control Spider-Man in a final battle with Arcade.