Doctor Octopus has captured Mary Jane. He has left her on the top of a tall New York building and returned to his lab. Spider-Man has set out to rescue Mary Jane, but Doctor Octopus is also on his way back. Who will get to Mary Jane first? The object is to be the first to get to Mary Jane.

To start the game, each player chooses a pawn (either Spider-Man or Doc Ock). The Spider-Man player takes the Spider-Man cards, and the Doc Ock player takes Doc Ock cards. The cards are used to move its player forward one or two spaces or to force the opponent to move back a space or lose a turn. Players take turns turning over cards with the goal of moving his/her pawn closer to Mary Jane.

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