Doctor Octopus has kidnapped Aunt May and re-assembled the Sinister Six supervillains; Mysterio, Sandman, Vulture, Scorpion, and Kraven. The player controls Spider-Man through six side-scrolling levels, battling various minor thugs and minions until defeating the supervillain at the end of each level.Spider-Man can jump, punch, kick, collect web cartridge icons to shoot web projectiles, swing on web lines, and climb up certain walls. The level design features two stages before a third stage, of which is a boss fight. Kraven the Hunter's battle is the only boss fight which features a short cutscene before the fight, but after the first two stages.