A side-scrolling beat ’em up, the player controls Spider-Man and Venom through various levels to stop the supervillain Carnage and his team, as well as hundreds of criminals they inspire in their wake, from taking over the city.
Other Marvel heroes can be summoned by collecting appropriate items hidden within certain levels. The locations of the power-ups necessary to summon aid are set. Depending on which character summoned them, the summoned heroes may help out in different ways, usually being more effective for whichever character they favor.
Eddie Brock is proven innocent after being in jail for a while, and promises to not use the Venom symbiote for evil. While leaving prison, the symbiote bonds to Brock’s former cellmate, Cletus Kasady. Later, Spider-Man meets Venom and asks him if his promise to do good was true, but Brock says he is still thinking about it, angering Spider-Man. The two fight, with the showdown being broken up by Kasady, who has become Carnage via the symbiote. Brock, desperate to stop Carnage, attempts to attack him, but the two are evenly matched and Carnage manages to escape into the city.
Spider-Man and Venom vow to stop Carnage, despite their rivalry. In the city, Carnage begins a criminal empire in the sewers, and hires Shriek as his second in command. Hobgoblin attempts to join, but is rejected by Carnge, causing him to gain demonic power and become Demogoblin, who Carnage hires.
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