America's Superhero, the amazing Spider-Man, is in serious trouble. The Kingpin has vowed to destroy New York and he's assembled a vast army of villains to help, including Dr. Octopus, The Hobgoblin, Venom, Electro, The Lizard, and The Sandman!

But Spider-Man boasts the proportional powers of a super spider! He swings on a web line across dizzying chasms no other superhero could handle! He punches and kicks with spectacular strength, clambers up buildings and crawls across girders--even upside down. And uses his webbing to trap enemies and spin protective shields.

Each villain has his own evil bag of tricks. Mutant reptiles in the sewer--electric bats among the high-power lines--alien entities on skyscraper roofs--all these and much more face the high-flying web-slinger as he races to save the city!