Matt sets out for the moon where he must overcome the defences of V.E.N.O.M.'s base, rescue his son and steal a rocket back to earth. In his quest he is helped by special masks that give him special powers. For example one mask will give Matt the ability to shoot bullets others will allow him to fly, pass through solid objects, float across bodies of water, have temporary invulnerability and so on. However, Matt can only carry four masks and can only use one mask at a time. Each mask has just 99 units of energy, or bullets, and this number is reduced each time the mask is used so eventually the mask will need replacing.