The storyline of the game revolves around P.H.A.N.T.O.M.s, dangerous creatures created by mixing symbiotes with holographic technology, which a mysterious villain plans to use to take over the world.

It received generally mixed reviews from critics, who felt that it did not live up to its premise and found it too repetitive and easy.

In addition, players can find secret rooms throughout the levels that, once cleared of enemies, will be unlocked for use in the two-player versus mode.

Aboard their Helicarrier, Spider-Man meets Nick Fury, who identifies the creatures that attacked him as P.H.A.N.T.O.M.s (Perpetual Holographic Avatar Nano-Tech Offensive Monsters), and explains that the meteor which brought the Venom symbiote to Earth broke into multiple shards in the planet's atmosphere, which landed in various locations across the globe.

He also finds Doctor Octopus at his secret lab, where the latter is attempting to recreate his fusion power experiment, and the Green Goblin at the Oscorp Tower, who has already found a meteor shard.

In Cairo, Spider-Man recruits the Lizard (portrayed here as an antihero), and defeats a brainwashed Sandman, who had a meteor shard in his possession.

Although Spider-Man's team was able to retrieve all the meteor shards, the P.H.A.N.T.O.M.s have been shown to be growing stronger with each location they visited, to the point they now resemble symbiotes, without any sign of technology in them.

Outnumbered, Spider-Man decides to crush the last shard in his hand, causing him to regain his symbiote black suit, which enhances his powers.

Fighting his way past the last remaining P.H.A.N.T.O.M.s to reach Mysterio's hideout, Spider-Man ultimately defeats the villain and claims the meteor shards.

After Mysterio is imprisoned (off-screen), Spider-Man returns to the Helicarrier, where he has the black suit removed and gives the meteor shards to Fury.

Later, Fury analyzes the shards and, believing that Mysterio was on to something, decides to further study them, telling his computer to initiate "Project Carnage."

[6] In the PSP version of the game, Transylvania is replaced with an unnamed island in the Mediterranean Sea, where players must explore underground city ruins and catacombs.

In addition to Electro, this version also features Carnage as a playable character, and lacks Silver Sable, Scorpion, and the Lizard.