Spider-Man must fight his way through the Super-Villain Holding Facility to challenge The Living Brain, the robot body that is housing the mind of Doctor Octopus.
An insecure but courageous and intelligent teen named Peter Parker, a new student of Horizon High, is bitten by a radioactive spider and given powers. He becomes a hero named Spider-Man after the passing of his uncle and he must adapt to this new way of life.