Loosely based on the comic book series, the story opens as Carnage breaks out of the insane asylum and wreaks mayhem. Spiderman immediately acknowledges the new job at hand and sets out to stop him.

You start off with Spidey but in certain parts you get to choose between him and Venom, which takes you through an alternate routes. The gameplay is your standard beat-em-up, the regular punching and jump-kicking, with the addition of the all important webbing - ie web swinging, web shield etc.