This Spidey game is the interactive way to read the comic crossover Maximum Carnage. In the best beat'em up style, you control Spider-Man and Venom joining forces against Carnage.
The game structure is divided by stages and each stage may be side or top-down scroller. On the majority of them, the player can move the character on a Z-Axis, like seen on classic games like Golden Axe or Final Fight.
All the action is button mashing for getting combos and sending the enemies to the void. There's no character upgrades nor is there any level progression.
The story is told mainly by the cutscenes between stages, that brings to the player the original comic art with some minor animations.
The game opens in Ravencroft Asylum, where Cletus Kasady -- a maniacal killer who carries "Carnage", a spawn of the Venom symbiote -- is being escorted to a cell. The Carnage symbiote emerges during the escort, and, after gaining control of Kasady, kills all of the guards in the complex. Carnage meets Shriek, a woman with the ability to manipulate sound into concussive blasts, and they gather a "family" of villains -- including Doppelganger (a six-armed Spider-Man look-alike whose mask is adorned with gruesome teeth and whose web is made of barbed wire), Demogoblin (a demon that bears likeness to the Hobgoblin), and Carrion (a man infected with a virus that grants him the ability to turn organic matter into ash). With their group assembled, the "family" begins a killing spree in New York, the likes of which have never been seen.
Spider-Man, seeing the effect Carnage's crusade is having on the thug community of New York, tries to stop the riots in the streets with a hands-on approach that, after a confrontation with Shriek and Doppelganger, nearly kills him. Cloak and Dagger intervene before a vicious gang step in with the killing stroke, and Cloak teleports Spider-Man to a nearby church. Having followed Spider-Man to his temporary resting place, Shriek and Doppelganger attack the trio of heroes, and though they fight valiantly, Carnage announces his presence with authority by stabbing Dagger. Content with the chaos he's created, Carnage leaves the church with his compatriots.
Eddie Brock, the man carrying the "Venom" symbiote, sees the reports of Carnage's rampage in the newspaper the following morning. His anger wells, and Venom imposes itself quickly over Brock's will. Venom devotes himself to reaching New York before Carnage destroys more lives.
Venom arrives in New York to confront Carnage, who is both surprised and quite pleased his symbiotic counterpart has come to join the chaos, but Carnage commits both Shriek and Doppelganger to stop Venom. A brutal battle wages between the three warriors, and Venom's might is admirable, but the combined power of the "family" proves greater than the resolve of the elder symbiote. Knowing defeat, Venom escapes with his life and plants his broken body on the doorstep of Peter Parker.
Carnage allows Demogoblin to begin his assault on Manhattan, and Spider-Man, understanding the gravity of the situation, takes an oath to align himself with Venom in order to stop Kasady's madness. Venom takes on Demogoblin, while Spider-Man fights his way through waves of gang members to reach Carnage's ad hoc headquarters -- a nightclub called "The Deep". Spider-Man's newfound rage leads him through a gauntlet battle against the bulk of Carnage's crew, but when the "family" manages to escape, it becomes duly apparent that a new plan is necessary to unbalance and overthrow Carnage's reign over the fear of the city.
Venom suggests Carnage, despite his heightened strengths, may still be vulnerable to the same weaknesses against which Venom falters. Spider-Man decides to infiltrate the laboratory of Reed Richards to obtain the Fantastic Four's Sonic Gun, as the symbiote only appears weak to sonic sound waves and fire.
After obtaining Richards's sonic gun, the group of heroes (now aided by fire-manipulating Firestar) manage to lure Carnage and his troops to Prospect Park, where a heated battle erupts between all of the heroes. The conflict culminates with the heroes seemingly victorious, and Firestar uses a plume of flames to end Carnage's reign forever. Spider-Man, however, refuses to bring himself to the level of a maniac like Kasady, and orders Firestar to stop before Kasady dies along with the symbiote. Venom grows angry at Spider-Man's empathy and self-righteousness, and provokes Parker into a brawl that escalates into Venom knocking Spider-Man down a steep hill and proclaiming his unending hate for the webslinger. The heroes rush to Spider-Man's aid, leaving Venom alone with Carnage and Shriek, who regain their energy and overwhelm Venom, whisking him away with the Sonic Gun in-hand.
Holding Venom hostage in the Statue of Liberty, Carnage tortures him by holding him above a fire, and shooting him with intermittent blasts from the Sonic Gun, allowing the symbiote to neither dissipate completely nor fully regain its vigor. Spider-Man and ever-increasing cascade of heroes (Captain America now joins the group) continue their push against the "family," but Venom manages to free himself, willing the symbiote to bat the Sonic Gun out of Carnage's hand and escape from the Statue of Liberty. He meets with Spider-Man in the now-riotous streets of Manhattan for a final clash against Shriek and the minions, and they overcome both the "family" and Carnage when he arrives in pursuit of Venom.
Comfortable that Carnage has been dealt with, Spider-Man and Venom have a last interchange in Central Park. Peace washes over New York as the sun rises over the horizon and a serene silence signifies the end of the reign of terror. As the two unlikely heroes begin to part ways, Carnage arises -- nearly completely regenerated -- from the nearby lake to do battle once more. Fearing the conflict has no end, Spider-Man grows weary and edges near defeat, yet the Avengers arrive as Carnage is dealt a final, crushing blow, and it seems certain Carnage will never be free again.