All versions of the video game are side-scrolling platform games, whereby the player controls superhero Spider-Man to battle various supervillains (Doctor Octopus, Sandman, The Lizard, Hobgoblin, Vulture, Mysterio, Electro, and Venom) to obtain the keys needed to disarm a nuclear bomb that the Kingpin has not only framed Spider-Man for stealing but plans to detonate within twenty-four hours.

The keys to deactivate the bomb have been dispersed to many of Spider-Man's rogue gallery including Doctor Octopus, Sandman, The Lizard, Hobgoblin, Vulture, Mysterio, Electro and Venom.

According to developer Randel B. Reiss, this version was a huge commercial success: two thirds of all Mega Drive owners at the time also bought the game, and single-handedly convinced Marvel Comics not to cancel the licensing deal they had with Sega.

Like other Master System games released in the United States in 1991, it is European imports that were published by Sega of America, as no boxes or manuals were produced for the American market.

[5] The game had the same basic format and storyline as the 16-bit version, with redesigned levels, cutscenes (that included a cameo from Doctor Strange) and even on the easiest setting was seen as being difficult to complete.

The game also added two new levels, extra combat moves, the ability to collect reproductions of famous Spider-Man comic books issues, and an original musical score by Spencer Nilsen and rock band Mr. Big.