An assassin who calls himself Arcade has captured four members of the mutant superhero gang, the X-Men, and taken them to his amusement park. Unfortunately, the rides, games and attractions in this park are as deadly as the man who created them. In Spider-Man/X-Men: Arcade's Revenge, Wolverine, Cyclops, Storm and Gambit are in peril and Spider-Man must find them.

You begin the game as Spider-Man, and your first job is to touch each of the security eyes in the security system that protects the amusement park. You can use your Spider-Sense to help you locate the security devices, but you should avoid the robots that guard the area.

Bitten by a radioactive spider when he was attending a science fair as alter ego Peter Parker, Spider-Man was gifted with super strength, heightened agility and the ability to climb walls. He can also swing on synthetic webs of his own design and use them to fire web bolts.

Once you enter Arcade's chamber of horrors, you must guide each of the five superheroes through two danger-filled events specifically designed to test their particular powers and weaknesses. Throughout the levels you can pick up bonus lives and points, extra energy and a variety of character-specific items, such as a whirlwind attack for Storm and a power blast for Cyclops. You can select any hero in any order.

Wolverine, the most popular of the X-Men (according to comic book fans), finds himself trapped in Arcade's funhouse. He must use his adamantium claws to hack and slash his way through machine gun-firing Jack-in-the Boxes, bayonet-carrying toy soldiers, exploding building blocks, and other dangerous enemies and obstacles in order to reach Apocalypse.

Wolverine must also destroy robot replicas of Obnoxio. In the second event you must help Wolverine defeat the slow but incredibly huge Juggernaut. To defeat the giant, you must slash the ropes supporting the anvils and one-ton weights above his head.

The leader of the X-Men, Cyclops, wields a powerful optic blast, which lets loose when he removes his shades. Cyclops must avoid droid bombers, fire-shooting stun guns and radioactive robots while on a runaway mine cart that rides on electrified tracks. Secondly, he must battle the spawn of the Master Mold, a high-tech giant bent on ridding the world of mutants.

Thanks to her weather-controlling powers, Storm can fly on the winds, create lightning storms and fire deadly lightning bolts. She must navigate an underwater maze while fighting off or avoiding sea mines, metallic squids and piranha, and harpoon-firing scuba divers. While monitoring her air supply, she must destroy all the underwater hatches, then find and demolish the glass spheres of Arcade's hydro-electric power plant.

Gambit, one of the few superheroes from the South, has agility in spades and the uncanny ability to charge playing cards (or most anything else) with kinetic energy. You must assist him in battling evil chess pieces and other enemies while outmaneuvering an invulnerable, gigantic doomball that is covered with spikes. Then he must scale a building that is crumbling apart in order to confront the Black Queen, a powerfully strong supervillain who controls inorganic matter.

Although Spider-Man's job was to rescue the X-Men, he was captured as well and given his own tests of strength and resolve. At the scene of a deadly "de-construction site," you must help him fight numerous villains and thugs such as: the Shocker, Spider-Slayers, welding droids, N'Astirh, Carnage and Rhino. Then Spider-Man will go up against Arcade himself, who is armed with a 9mm pistol and outfitted with a plethora of Arcade duplicates.