A space-shuttle crash-landing puts the famous web-slinger Spider-Man in contact with a living alien substance that bonds to his suit and enhances his super-powers. Unfortunately, the alien substance begins to change him and he feels the pull of evil, so discards the suit. The evil attaches itself to another host leading to an epic confrontation between good and evil.

The Webslinger faces the ultimate challenge when his arch-nemesis discovers his identity and kidnaps his one true love, Mary Jane Watson.

Doctor Octavius was a brilliant scientist working on a revolutionary new invention until a laboratory accident fused a set of mechanical arms to his body and turned him into the dreaded supervillain Doctor Octopus. Now Doc Ock seeks his revenge on those who did him wrong, and there are only two men who can put an end to his plan of destruction - Spider-Man or his secret alter-ego, Peter Parker.

Spider-Man meets some of his greatest foes including Green Goblin, Kingpin, and Dr. Octopus, and rediscovers his own identity in the process.

Spider-Man is transported to an alien world by the Beyonder. He must lead a force of Earth's greatest heroes against their greatest foes.