While street thugs only have handguns, machine guns, crowbars and their fists to protect them, the super-villains and their minions have their various unique powers and weapons that they use to either steal, cause terror or defeat Spider-Man. At the end of the game, it becomes possible to unlock a warehouse in which the player can again fight thugs and villains such as Shocker, Rhino, Mysterio, Doctor Octopus, and an additional boss, Calypso, who is not found elsewhere in the game.
The player has the ability to choose either to go on with the storyline or swing around the city. The player can explore Manhattan, Roosevelt Island, Ellis Island, Liberty Island, and a mysterious label on the map over the water claiming "Governors Island" (which was omitted from the final version of the game due to time constraints) with many sidequests for the player to complete. The player can do random tasks to earn "hero points," which must be accumulated to continue with the story.
Plot
The plot of the PC version of the game differs drastically from that of the main console version, although it still follows the most important aspects of the movie's plot, namely Peter/Spider-Man's struggle to balance his superhero life with his civilian life, his complicated relationship with Mary Jane, and Doctor Octopus as the main antagonist, who plans to recreate a dangerous nuclear fusion that threatens the entire city; Rhino and Mysterio also return as villains from the other version of the game, alongside some missions, with several modifications, such as Doctor Octopus robbing the bank and taking Aunt May hostage, the battle with Doctor Octopus on top of a moving train, and the final battle between Spider-Man and Doctor Octopus at the fusion reactor.
Set two years after the events of the first game, the game begins with a cutscene (borrowed from the console version) of the failed nuclear fusion experiment that resulted in the transformation of Dr. Otto Octavius into Doctor Octopus: the fusion created a strong magnetic field that destroyed the lab and killed Octavius' wife Rosie; although Spider-Man managed to shut down the reactor before it would cause more damage, the fusion has already grafted Octavius' four metal arms (which he created to help him control the fusion) to his spine and destroyed the inhibitor chip that allowed him to mentally control them, allowing the artificial intelligence in the arms to control him instead, influencing Octavius' mentality and slowly turning him into a villain, who plans to finish the fusion at all costs. The PC version then diverges from the main console version with a short tutorial, narrated by Bruce Campbell, which teaches the player how to play as Spider-Man (i.e. web-swinging, wall crawling, fighting, etc.).
After the completion of the tutorial, the storyline of the game starts off with a short cutscene of a gray van being chased down by the police, before it crashes and two crooks emerge from the inside. Spider-Man quickly beats up the crooks, but the van drives away automatically and Spider-Man follows it to the New York Maximum Security Prison, where a large group of thugs are causing a riot. Spider-Man defeats many crooks and escaping prisoners, before Rhino busts out of the prison and tries to charge away, but is caught in a laser cage set up by the police. Choosing to go after Rhino rather than the remaining escaping prisoners (whom he can later find in various alleys and hidden areas), Spider-Man battles Rhino inside the cage and emerges victorious, but Rhino manages to escape, only to quickly ram into a gas station that blows him away and knocks him unconscious. While Spider-Man is busy putting out the flames left by the explosion, Doctor Octopus finds the unconscious Rhino and makes off with him. Shortly after, Spider-Man encounters three crooks and defeats them, which unlocks the player the ability to use power punches (a special in-game power-up that is charged up by defeating normal enemies, not bosses, and allows the player to defeat enemies with a single punch, but quickly drains during combat).
Later, Peter Parker, Spider-Man's alter-ego, is at the bank with his Aunt May, when Doctor Octopus and his goons rob the bank, to get all the money necessary for rebuilding the fusion reactor. While Doctor Octopus heads over to the bank' vault, the thugs begin holding people hostages, but Peter suits up as Spider-Man and defeats all the crooks, rescuing the hostages, including Aunt May. Afterwards, Spider-Man pummels his way through the remaining thugs and eventually battles Doctor Octopus inside the vault, but he manages to escape with the money, while his goons kidnap May and make off with her in their van. Choosing to rescue May rather than go after Doctor Octopus, Spider-Man follows the van and stops it, before defeating all the crooks and successfully saving Aunt May.
The next day, Peter is walking through the city with his friend, Mary Jane Watson, when they both spot Mary Jane's car getting stolen. After telling Mary Jane to wait while he calls the police, Peter suits up as Spider-Man and then follows the car to a warehouse, where he is confronted by the villain Puma and his goons. After fighting his way through all the crooks, Spider-Man battles Puma in a small room, but he escapes through the window and Spider-Man follows him. After a long chase throughout the city and some more brief battles with Puma on several rooftops and at a water fountain, Spider-Man corners the villain at an unfinished construction site. There, Spider-Man finally defeats Puma, but he reveals that he was hired by Doctor Octopus to serve as a distraction for Spider-Man while he kidnapped Mary Jane. After webbing Puma up to the crane and leaving him for the police, Spider-Man tries to call Mary Jane, but Doctor Octopus has already kidnapped her.
