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Originally released for the Sega Master System, Sega Game Gear, and Sega Genesis in 1991 and then later ported for the Sega CD in 1993 and featured the song "Swingtime" by Mr. Big, as well as new levels and animated cut scenes with voice acting to make use of the additional memory afforded by the compact disc format.

The story in all versions of the game follows Spider-Man as he attempts to save New York from a nuke planted by his long time enemy, The Kingpin. Oh, and also clear his name as Kingpin has framed him for stealing the explosive and save his wife Mary Jane from Venom.

The gameplay featured side-scrolling action and simple exploration for power-ups and a who's who of Spider-Man villains. Notably, the game also featured a photography element wherein the player would be rewarded for snapping photos of villains, earning cash to be spent on webbing.

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