After failing to defeat Spider-Man, The Green Goblin leads a group of Spider-Man's greatest enemies to Gotham City, in hopes that they can team up with Gotham's most wanted to defeat both Spider-Man and Batman. Meanwhile, The Joker plots his own plan without telling the others.
Spider-Man tracks the criminals to Gotham, only to mistake Batman for one. The two must learn to combine their different ways of fighting villains and work together to defeat all of their enemies.