Players take on the role of super-powered beings, who make their homes on a city board and gain victory points by acquiring new powers and defeating villains. Each turn, two dice are rolled to determine which type of power resource is generated. Players gain the resource by moving to the space or having a base on the space. When the right resources are collected, super powers can be purchased, but you must have training (tokens) to use them. If doubles are rolled on the resource phase, a villain appears that the heroes must defeat by either: giving up the proper power resources,or giving up a training token to activate a purchased power. If the player can't do either, the must give up a token to pass. Once a villain is defeated the spoils of victory are spread among the players. The winning hero is the first to reach 80 victory points. Super Powers has been updated to Second Edition in December 2009. The second edition changes mostly include the main board where energy tokens are aquired. They no longer are placed based on a die roll. Also, players are able to perform actions based on the number of their own tokens placed on the main board. The art has been upgraded. The changes increase the strategy options against opponents and the new art makes the game much nicer.