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One day, Spider-Man is out doing his usual routine of keeping the city clean from muggers and skateboarders, when he is attacked by robots! Spider-Man must figure out who is behind the robot attack and put a stop to it in his third Game Boy adventure.

Gameplay this time around is very similar to Spider-Man 2: Spider-Man's various moves, such as web slinging and kicks, will allow him to fight off foes and advance through the side-scrolling levels. Those levels have a time limit and some of them are auto-scrolling or consist of a boss fight.