After managing to defeat Sandman, Nick Fury offers Spider-Man a position on the team, but Spider-Man declines. Spider-Man is first seen in the middle of the first level in which he aided Iron Man and Hulk in the fight against Sandman.
Spider-Man is one of the heroes that helps prevent Doctor Doom and his team of villains from creating a weapon of mass destruction from the remains of Silver Surfer's surfboard.
