Peter Parker was orphaned as a child after he lost his parents and lives in New York City with his Uncle Ben and Aunt May. He was bullied at school and had a longtime crush on his next-door-neighbor Mary Jane Watson. His best friend was Harry Osborn son of Norman Osborn, the founder of Oscorp.
During his senior year on a school field trip to Oscorp, an escaped experimental spider bites Peter, bonding spider DNA to his own, changing his life forever. After suffering a night with intense fever and pain, Peter awakens the next day completely transformed. He acquires a lean muscle-bound physique and a variety of amazing abilities such as the proportionate of a human sized spider, wall crawling, organic web shooters, increased agility and reflexes, and a precognitive "spider sense." He no longer needs his thick-rimmed glasses, and could sprint fast enough to catch a speeding school bus.
During lunch hour that day, Peter unwittingly tapped into his increased sensory abilities when catching Mary Jane as she falls, slipping on a puddle in the cafeteria. He also discovered his organic webbing, shooting it from his wrists onto his fork and then a lunch tray which he then accidentally flung onto Flash. An ensuing brawl between Peter and Mary Jane's angered boyfriend, Flash Thompson, revealed to Peter his spider-sense, as well as super human speed which he used to dodge Flash's punches which to him appeared to be in slow motion and,using his super strength, sent Flash flying with one punch.
Discovering his new powers, he attracted the suspicion and curiosity of his Aunt and Uncle. Determined to impress Mary Jane properly (she did not react positively to the hallway fight), Peter found an ad in the newspaper for a car, as well as an ad for anyone who could survive three minutes in a wrestling ring with the champion Bone Saw McGraw. Peter would use the $3,000 prize money to buy the car. He designed a rudimentary blue and red costume for the event. Telling his Aunt & Uncle he was going to the library, Uncle Ben intercepted Peter and offered to drive him himself.
Uncle Ben dropped Peter off at the library, not far from the wrestling event. Before Peter could leave the car, Ben attempted to offer kind advice, knowing Peter is going through difficulties at school. Also not impressed with Peter's fight with Flash Thompson, Ben attempted to install a responsible mindset in Peter. Reacting defensively, Peter rejected the advice, and stormed out of the car and expressing impatience and frustration. Ben, clearly disheartened by Peter's reaction, told his nephew he planned on picking him up at 10 pm that night.
In his home made spider suit Peter enters the wrestling match and initially nervous after seeing the condition his fellow competitors were left in after fighting Bone Saw as well as his match becoming a cage match, he gains confidence through wise cracks and pins Bone Saw in less than three minutes. The promoter, however, only pays Peter $100 of his $3,000 prize money because he, despite winning, wasn't in the ring for 3 minutes. Angered, Peter then witnesses an armed robber stealing from the promoter. Peter allowed the robber escape right past him despite pleas from a police officer and the injured promoter himself who used the promoter's own words to him seconds before against him as when asked to explain himself Peter replied "I missed the part where that's my problem". However, Peter's proud comeback would be short lived.
Attempting to meet his Uncle Ben who was late, Peter discovers the street filled with bystanders and paramedics. His Uncle Ben had been car jacked, fatally shot in the chest, and left on the street. Peter helplessly watches his Uncle perish as they comfort each other. Enraged, Peter dawns his spider costume once again, using his powers to chase after the criminal. For the first time using his webs to swing from building to building, Peter caught up with the car chase, and forced the suspect to crash into a pier warehouse. When Peter finally confronted the gunman, after both thoroughly terrifying and beating the murderer, he discovered it was the same man whom he allowed to go free robbing the wrestling promoter and the realization made him freeze in shock as he learned his own ego had led to his Uncle's death. The robber tried to attack advantage of this by aiming his gun to Peter's head but fortunately he reacted in time to grab the robbers hand and force him to release the gun before releasing him, Startled, the robber back away in fear and tripped backwards out a second story window and died landing on the dock below. Peter then fled when the police approached and spent the majority of the night dealing with the night's tragic events before returning home to Aunt May.
Remembering the final words of his Uncle, "with great power comes great responsibility", Peter designs a new spider suit, and uses his powers to fight crime throughout New York City. He dawns the official nickname "Spider-Man", a name he borrows from the announcer at the wrestling match. This does not endear him to J. Jonah Jameson, the editor and publisher of The Daily Bugle. Peter graduates high school along with Harry Osborn and Mary Jane and moves into an apartment with Harry, earning money taking photos of the elusive Spider-Man for the Daily Bugle. Continuing his super hero career, Spider-Man quickly earns a mythic status among the people of the city.
Peter attends the World Unity Fair, taking photos for the Daily Bugle after proving to his boss, J Jonah Jameson, his skill as a photographer. At the fair Peter notices MJ is there with Harry and is hurt that Harry went behind his back to do so and also hadn't told him. MJ falls off a balcony during the Green Goblin's attack. Slipping into his suit, Spider-Man fights off the Green Goblin, saves several people from falling debris, and catches Mary Jane before she could fall to her death. Spider-Man defeats the Goblin, but is forced to let him flee. That night Harry finally comes clean about his relationship with MJ but uses the excuse that Peter had never asked her out. Peter however is put into a good mood when he overhears Harry being annoyed at MJ over the phone when she repeatedly praises Spider-Man. Days later Peter chances upon MJ on the street and learns she has yet to achieve her dream of being an actress and is currently a waitress at a restaurant. The conversation goes well despite the new obstacle of Harry's relationship with her and he is quickly forced to turn into Spider-Man to save Mary Jane in a dark alley after seeing her being chased by men in raincoats and nearly blows his secret since he was in such a rush that he didn't put his mask on. Mary Jane, still unaware of Spider-Man's true identity because of the darkness, shares a passionate kiss with her savior in the rain.
The Green Goblin attacks the office of J Jonah Jameson, demanding to know the identity of the photographer who captures the pictures of Spider-Man. Jameson makes an attempt to lie to the Goblin, but Peter once again saves the day by appearing as Spider-Man just before the Goblin kills Jameson. The Green Goblin uses a sleep paralysis gas on Spider-Man, and brings him to a secluded space to offer a deal of working together. The Goblin gave Spider-Man a few days to think over a "generous proposal", arguing that there's nothing that people like more than seeing a hero fail, and that eventually they will turn against him.
Several days later, J Jonah Jameson publishes slanderous newspapers calling Spider-Man a menace, believing he and the Green Goblin are working together, and the city calls for his arrest. A few days later, the Green Goblin starts a fire in a crowded apartment building to lure Spider-Man into a trap. Spider-Man saves a baby from the inferno, but returns to the blaze at the call of one remaining victim. The Green Goblin reveals himself as the last "victim" and when Spider-Man refuses the Goblin's proposal, the two engage in a fight. The two are equally matched but green goblin uses his weapons which gives him a slight advantage. Spider-Man sustains a deep cut on his left arm from one of the Goblin's weapons. Spider-Man finish the fight by using his web to throw the goblin so he can escape since goblin is to strong while the goblin is left angry for going back on his proposal.
Later that day, Peter races back to attend his own Thanksgiving party, where Mary Jane, Harry, Norman, and Aunt May are in attendance. He enters the apartment through his bedroom but is forced to hide after his rather noisy entrance draws everyone up to look. Though he isn't caught he does make Norman somewhat suspicious after noting a fresh drop of blood on Peter's carpet from his still bleeding cut and that Peter's balcony doors are open. At dinner May offers Norman to cut the turkey, but he notices a deep cut on Peter's left arm which matches that of the wound he gave Spider-Man which added with the earlier incident in the bedroom causes his suspicions to rise even further. Not believing Peter's excuse of being knocked over by a bike messenger, Norman races off knowing he discovered the identity of Spider-Man. The Green Goblin then attacks Aunt May directly, forcing her into the hospital and terrifying her. At the hospital Peter is alarmed to discover the Goblin knows his identity but he gains some comfort when MJ visits his Aunt May and they share a moment together where Peter finally reveals his feelings for her which touches her but the moment is ruined when Harry arives and catches them holding hand. Later Peter talks with Aunt May who encourages him to pursue MJ romantically and so Peter calls her only to discover the Goblin has kidnapped her. Goblin invites Peter to the Roosevelt Bridge where he has Mary Jane and a trolley car full of children held captive.
Spider-Man arrives on the scene, but is forced to make a decision between saving Mary Jane or a trolley full of kids both being suspended by the Goblin's super strength. Spider-Man acts decisively, able to catch Mary Jane and the trolley of kids before both falling to their inevitable deaths. Holding the trolley by its suspension cable, Spider-Man tells Mary Jane to climb down until a freight barge can catch them both on the water below. The Goblin attempts to terrorize Spider-Man, forcing him to let go, but people on the bridge above intercept the Goblin's attacks and distracts him long enough that the barge manages to catch the trolley and Mary Jane.
Meanwhile the Goblin's attacks persist and drags Spider-Man via his glider to an abandon apartment building on the shore nearby so that no one interfere with there battle.. Spider-Man gets hit with a bomb thrown by goblin and is sent flying through a wall which damages his costume and injures him. The Green goblin shows pity on Spider-Man for going back on his proposal and that he brought this on himself. The two fight once again, with Green goblin gaining the upper hand. After a brutal beating by the green goblin Spider-Man try to fight back but fails, green goblin utilizing his hand to hand combat he punches and kicks Spider-Man and does uppercuts which makes Spider-Man even more injured but he does use his webs to try and stop the goblin but with his overwhelming strength he rips it apart easily, he kicks Spider-Man to a brick wall. Injured and beaten the green goblin defeats Spider-Man but is short lived when he voices his plans to hurt Mary Jane afterwords, Peter becomes angry and prevails by using his agility to his advantage to attack the goblin hard and fast by first taking away his footing with a webline and then just as fast pull a wall down on him and, after the Goblin breaks free he grabs hold of him mid swing and knocks him through walls before unleashing a powerful combo. Overpowered, The Goblin reveals himself to be Norman Osborn and attempts to beg for mercy, asking "I was like a father to you, be a son to me now." Peter retorts with "I had a father, his name was Ben Parker." With Norman refused once again, he uses a remote and attempts to impale Peter with his glider from behind but due to his spider-sense. Peter deftly dodges the incoming blades, leading the glider to fatally impale its owner full speed. As Norman dies, he asks Peter "Don't tell Harry."
Peter, in his singed and torn Spider-Man suit and completely injured, removes the Goblin's armor and brings the body of Norman back to the Osborn estate. Harry sees Spider-Man laying down his father's body, assuming he had killed him. After the burial ceremony, Mary Jane tells Peter her feelings for him, and the two embrace in a kiss. Despite this, Peter rejects Mary Jane, knowing the danger he would put her in if she became involved in his life and someone else learned his identiy. Mary Jane is shown suspecting that Peter Parker, is in fact, Spider-Man. Peter swears to continue to be Spider-Man which he sees now as both a gift and a curse as he must keep his loved ones at arms length to protect them.
Two years later, Peter is finding his double life as an increasing burden. Precariously struggling to balance his crime-fighting duties with the demands of his normal life, Peter often finds his personal life taking a back seat. He loses a job, faces financial difficulties, and struggles to maintain his physics studies at Columbia University. Moreover, he has become estranged from both love interest Mary Jane, who to Peter's disappointment is in a relationship, and best friend Harry Osborn falsely accuses Spider-Man of murdering his father, and Aunt May is threatened with foreclosure.
Harry, now head of Oscorp's research division, has invested in the research of brilliant scientist Doctor Otto Octavius, Peter's idol. To perform a sustained fusion experiment, Octavius has developed a set of artificially intelligent mechanical arms, which are impervious to heat and magnetism. Though the experiment overloads and becomes unstable, Dr. Octavius refuses to halt it, with devastating results: his wife is killed; the neural inhibitor chip which prevented the advanced AI of the arms from influencing Octavius' own mind is destroyed; and the arms are fused to his spine. Uncontrolled, the tentacles begin to corrupt Octavius' mind, playing on his vanity and ego, and he decides he must complete his experiment at any cost. J. Jonah Jameson names him "Doctor Octopus" or "Doc Ock". In an effort to finance his experiments, Doctor Octopus attempted to rob a bank where Peter Parker and Aunt May happen to be present. After a short glitch in his powers, Spider-Man manages to recover and soon the two take their fight outside the bank, but Doctor Octopus takes Aunt May as a hostage. When Spider-Man rescues her, she revises her former opinion of him and realizes that he is a hero. Octavius escapes unharmed.
Spider-Man No More
During a party, Peter learns that Mary Jane is planning to marry J. Jonah Jameson's son, John Jameson, an astronaut. He also gets into a physical confrontation with Harry, who is drunk because Octavius' failed experiment left Oscorp bankrupt, over his loyalty to Spider-Man; shortly after he loses his powers while web-slinging across town. Peter questions if he could ever have what he "needs", a life as Peter Parker, which involves a vision of Uncle Ben, and resolves to give up being Spider-Man, to which J. Jonah Jameson is delighted, having been given the abandoned Spider-Man suit. Back home, after visiting Uncle Ben's grave, Aunt May is distressed as Peter confessed that he was somewhat responsible for his Uncle Ben's death. Aunt May and Peter later reconcile, and she tells Peter of the hope that Spider-Man brings to others, in spite of what dreams he may have to sacrifice. Peter attempts to re-connect with Mary Jane, but she informs him it is too late. In the meantime, Doctor Octopus has completed rebuilding his reactor, and needs one final item: the tritium which fuels the reactor. He goes to Harry for it, who agrees to give Octavius what he needs in exchange for capturing Spider-Man.
Mary Jane meets Peter in a coffee shop to ask if he still loves her, but Peter told her that he did not. Doctor Octopus, having been advised by Harry that Peter was the key to finding Spider-Man, destroys the coffee shop. Peter regains his spider-sense at the right moment to throw Mary Jane and himself out of the way of a thrown taxi, but Doctor Octopus abducts Mary Jane in a plot to lure Spider-Man into a trap. Peter's powers fully return, and he dons his costume and engages Doctor Octopus in a battle, which starts off at the top of a clock tower and then on top of a train. During the battle, Octavius manages to destroy the brakes to the train, forcing Spider-Man to rescue the runaway train.
Spider-Man manages to stop the train before it can plunge over the end of the track, but at great physical exertion. He nearly falls, but the people in the train catch him and see him without his mask on. They agree to keep his identity a secret and try to protect him from Doctor Octopus, but his mechanical arms are too much for them. Weak from his exertions Spider-Man becomes dizzy and faints and he is captured by Doctor Octopus and delivered to Harry. Harry unmasks Spider-Man and is shocked to discover that his sworn enemy is his best friend. Spider-Man awakens and convinces Harry to reveal Octavius' whereabouts so he can rescue Mary Jane. Spider-Man finds Octavius in an abandoned warehouse on a waterfront pier, where he's restarted his fusion experiment. After battling with Doctor Octopus, Spider-Man manages to stun the villain with an electric shock. Peter then reveals his true identity to Octavius and pleads with him to stop the machine. Returned to his senses by the shock and determined to end his experiment before it causes more harm, Octavius uses his mechanical arms to collapse the floor of the building, drowning the device at the cost of his own life. Mary Jane sees Peter without his mask on, but Peter tells her they can never be together, as he will always have enemies.
Across town, Harry has visions of his father, the late Norman Osborn, in a hanging mirror. The illusion demands that his son kill Peter Parker to avenge his death. Harry refuses and hurls a dagger at the mirror, shattering it and revealing a secret room, containing all The Green Goblin's war gear. At the end of the film, Mary Jane leaves her wedding running to Peter's apartment, telling him that she has decided to be with him despite the risks. She persuades Peter to finally let her in while accepting his need to respond to a call for help.
Six months later, Peter attended the opening night of Mary-Jane's new Broadway show, Manhattan Memories. Also attending was Harry who still accuses him of murdering his father Norman. As Peter left the show, he saw Harry, and ran up to him. He asked Harry to hear his side of the story, but Harry refused and leaves. Peter went backstage and caught up with Mary Jane, before the two went to the park. Peter spun them a web hammock with his spider powers, and the two layed in it, stargazing. As the couple leant in for a kiss, behind them a meteor falls nearby. Unknown to them, a strange, black substance crawls out of the meteor, attaching itself to Peter's moped as he and Mary Jane leave.
Peter arrived at his Aunt May's new apartment and told her that he is planning to propose to Mary Jane. May tells him that he needs to put her before himself, and he convinces himself that he can do it. May then tells him the story of how Peter's Uncle Ben proposed to her. When she is finished, she tells Peter to make the proposal very special to Mary Jane, and hands him her wedding ring as a gift for Mary Jane.
While driving back to his apartment, Peter is whisked off his moped by a masked figure on some sort of hoverboard. The masked figure throws Peter into a wall, and then reveals himself as The New Goblin, Harry's alter-ego using his father's Goblin gear. Peter and Harry fight through the streets of New York, and the end result is Harry getting knocked out in an alleyway. Peter promptly took him to a hospital and watched as they attempted to revive Harry. Peter was told that Harry will recover, and is led into the ward where Harry lies. Harry has lost his immediate memory, and so he and Peter begin to get along just like the old days. Mary Jane arrives and then she and Peter are asked to leave; Harry tells the nurse that he would give his life for his two best friends.
Back at his apartment, Peter admires the ring he plans to give to Mary Jane when she knocks on his door. He lets her in and she enters, flustered. She reads out a rather negative review of her performance in the play from the previous night; Peter uses his experiences as Spider-Man to try and comfort her, but Mary Jane gets even more upset. Just when she thinks Peter is about to understand, Peter's police band monitor goes off and reports about an out-of-control crane. Peter gives Mary Jane a sympathetic look and then changes into his costume, swinging off through the city. Mary Jane pauses as she leaves, startled by a small bang, but dismisses it almost instantly. What she doesn't see is the meteoric black substance crawling down the back of Peter's desk and into the shadows of the closet.
At the scene, across the road from and completely unaware of the out-of-control crane, Peter's lab partner in science, Gwen Stacy, is having a photo shoot in an office building. A bar slammed through the windows behind her, and then dropped down another floor and smashes out the floor supports below. The corner of the building dropped, and Gwen slid down to the edge of the building and hung on with all her might. Just as she fell, Spider-Man swung in and caught her, and set her down. Spider-Man is approached by Eddie Brock, Gwen's alleged boyfriend, who tells Spider-Man that he was the new photographer of Spider-Man. Spider-Man swung off, annoyed with this new photographer, and then went to The Daily Bugle to deliver the editor some photos of the crane accident. When he arrived, it turned out that Brock has gotten there first, and J. Jonah Jameson chooses Brock's photo over Peter's.
Brock explained that he would like a staff job, and Jameson told the two photographers that if either of them wanted a staff job then they will have to get a picture of Spider-Man committing a crime. Peter told Brock that he didn't have a chance at getting the photo, and Peter went to Times Square. There, he saw a sign saying Spider-Man was to receive the Key to the City. Peter then went to take Harry back to his penthouse apartment and the two hung out there. Peter gave Harry his old basketball, and threw it to him in the living room. It bounced into a vase and knocked the vase over and Harry effortlessly catches both the ball and the vase. He marvels at his skill, worrying Peter.
The next day, Peter attended the ceremony being held for Spider-Man. He met Mary Jane, who didn't tell him about being fired from the show. She encouraged him, and then he walked off in preparation. Gwen Stacy introduced Spider-Man as the person who saved her from certain death, and then Spider-Man swung in, performing small stunts on the stage. He dropped down and suspended himself at head level with Gwen Stacy, upside down. He told her to kiss him, for publicity, and she did so in a kiss reminiscent of the one Peter and Mary Jane shared in the alleyway years ago.
Suddenly, a cloud of sand flew in, and the ceremony was disrupted. Spider-Man swungs off to find out what is going on, and saw the cloud of dust form into a person who breaks into an armored car. Spider-Man landed in the car and tried to punch The Sandman, but his arm went straight through his stomach. The Sandman punched Spider-Man out of the vehicle, and Spider-Man swung back in to try and fight off The Sandman. Marko fled as Spider-Man realized that the armored car was about to crash into a large vehicle, and managed to save the two drivers. He jumped out, with The Sandman nowhere in sight.
The following night, Peter went to a fancy French restaurant and gave the Maitre d' the ring for Mary Jane for safekeeping. He sat and waited for her, practicing his proposal. As she arrived, Gwen Stacy also approached, and Peter introduced her to Mary Jane as his lab partner. This infuriated Mary Jane, and Gwen quickly left. Mary Jane asked Peter if he was trying to push her away, inappropriately kissing another girl with "their" kiss, but left when he replied. Peter tried to follow her, but gives up and retrieved the ring.
The following morning, Peter tried to contact Mary Jane, but she deliberately didn't answer the phone. As he hung up, the phone rang. A Detective asked him to go down to the police station, where Peter and Aunt May were informed by Captain George Stacy (Gwen's father) that the police got the facts wrong surrounding Uncle Ben's death, and that he was actually murdered by someone else. The officer pulls out a picture of Flint Marko, and Peter instantly recognizes him. He storms back home, waiting for any news on The Sandman. Mary Jane arrives while he waits, and told him she wanted to support him through this. He told her he didn't need help, and she tried to make him understand that everybody needs help at some point in their lives, even Spider-Man. She leaves, and Peter continues waiting for the police band to give him some news about The Sandman. As he waited, he fell asleep.
The Symbiote Takes Hold
Silently, the black meteoric substance approached him, and he woke up hanging upside down in front of a skyscraper window. His Spider-Man suit is now jet black, and has enhanced his powers, making him feel really good. He swung around the city and then visited Dr. Curt Connors, his science professor, who agreed to analyse the black substance. Connors warned him that the substance appeared to be a symbiote, in need of a host to bind to; he warned Peter not to get any on him. Peter went home and finally heard a report about The Sandman on the police band. He puts on the black suit and proceeded to fight The Sandman, with his powers enhanced. Brock turns up to photograph the event, but Spider-Man turns on him, ripping the camera away and smashing it. Spider-Man then goes on to fight and, evidently, kill The Sandman, ruthlessly drowning him and thereby transforming him into a pile of wet mud.
Peter went home and argued with his landlord, Mr. Ditkovich, and then slams his door on him. The landlord retreats back to his room, shocked at Peter's sudden outburst. Peter, meanwhile, looks in the mirror and realizes that the black suit is altering his personality, and so takes it off. He then visits Aunt May, telling her of Marko's death at the hands of Spider-Man. She is shocked that Spider-Man could act like that, and tells Peter that revenge can take people over, like a poison, and change them.
Mary Jane visits Harry, and together they have fun, then the two kiss. Realizing that she actually doesn't feel anything for Harry, she leaves, much to the dismay of the equally lonely Harry. He suddenly has flashbacks and remembers Peter's alter-ego; he sees his father in the mirror telling him to attack Peter's heart. Mary Jane arrives home and hears Peter leaving a message on her answering machine. As he finishes, she is thrown against the wall by The New Goblin, who was lurking in the shadows. With his mask off, he tells Mary Jane there is something she must do for him if she wants Peter to live.
Mary Jane called Peter and asked him to meet her in Central Park, where she dumped him, claiming to be in love with another man. Peter then met Harry in a diner, where Harry claimed that he is the other man. Peter furiously left and puts the black suit on, arriving back at Harry's penthouse that night. He furiously attacked Harry, knocking him into a glass shelf and then sneering at Harry that his father had never loved him. Harry threw a pumpkin bomb at Peter, but Peter snags it with a web and threw it back at him. Peter left as the bomb went off which disfigured Harry.
The next day, Peter strolled through the streets and saw an article about Spider-Man stealing some money from the bank, with a photo courtesy of Eddie Brock. He recognized the photo as an altered version of one that he took himself years ago. He went to the Daily Bugle and alerted Jameson to the fraud, who fired Brock from his new position as part of The Daily Bugle staff.
Peter then got a call from Dr. Connors, who told Peter that the black substance, a symbiote, would amplify the characteristics of any host, especially aggression. Peter brushed it off. Peter had new photos of the black suit Spider-Man to which Jameson offered Peter the usual rate, but Peter says that if he wants the pictures, Jameson has to give him the staff job. That evening, some mud fell out of a sewer pipe and into a small pond; it reformed, and The Sandman crawled out of the water. Strung around his hand was his daughter's locket, and he took one look at it and then walked off, determined to live up to his promise to fund her care and cure.
Peter took Gwen to a jazz club where Mary Jane was working, in an effort to make Mary Jane jealous. When Mary Jane gets up to sing, Peter jumped up and started playing the piano with the band, leaving her speechless. He suddenly jumped up and launched into a full dance routine throughout the jazz club, ultimately resulting in Gwen realizing that he did it all to make Mary Jane jealous. She left the jazz club, and Peter attempted to talk to Mary Jane. The bouncer tried to throw Peter out, but Peter starts viciously beating him up; when Mary Jane tried to step in, he turned around and whacked her hard on the jaw, sending her flying to the ground. She asked him who he was, and he accepted that he didn't know. He left, Mary Jane still lying on the floor with a look of shock on her face.
Peter donned his black Spider-Man costume and swung up to the top of a church tower, where he jumped down and began tearing at the costume by a church bell. The bell sound seemed to pain the symbiote, and it eventually came off clean. At the same time, Eddie Brock was sitting in the church praying for God to kill Peter. He heard the bells ringing and went to investigate, and was caught as the symbiote drips off Peter and lands on him. The symbiote changes Brock into Venom, a terrifying variation of Spider-Man with huge teeth and claws.
Peter was visited that night by his Aunt May, who told him that despite everything that he may have done to Mary Jane, he can still make things right somehow. He watched as she left, feeling comforted. Venom swung through the streets of Manhattan when he was suddenly stopped by Flint Marko, who mistook him for Spider-Man. Venom told Marko that together, they could defeat Spider-Man, and Marko agrees to team-up. Venom acquired a taxi, then drove to Mary Jane's house and collected her when she flags him down to get to the Jazz Club. He kidnapped her and hung her in the taxi in a web, suspended 80 stories above the ground in an under-construction skyscraper. Peter saw reports of the kidnapping on the news, and then changes into his old Spider-Man costume.
He went to Harry's and asked for help, but Harry rejects him again and turns to show Peter the scars on his face. Peter tries once more to get Harry's help, for Mary Jane's sake, but Harry merely growls at him to get out. Peter leaves, and Harry is confronted by the house butler, Bernard, who tells Harry that he cleaned his father's wound the night he died. He tells Harry that the blade that pierced his father's body came from his own glider and that Peter was not to blame.
Spider-Man swung into the construction site and landed on the front of the car; Venom swung in and knocked him through the windshield. He grabbed the back of the car and hauled himself up, and Venom knocked him down again. He landed down on the web and then Venom jumped on him. Peter tried to ask Brock to settle the problem some other way, but Venom declined. Peter and Venom toppled out of the web and had a mid-air fight before Peter hit the ground. He was then tripped up as The Sandman appeared, more than ten times his normal size and growling like a monster. Spider-Man attempted to escape The Sandman, but Venom knocked him onto a steel bar and holds him there with his webbing. The Sandman pummeled him with his gigantic fist while onlookers begin to weep and Spider-Man's costume gets damaged.
Just before The Sandman could finish Spider-Man off, Harry flew in with his New Goblin gear and threw a pumpkin bomb at The Sandman, and helped Peter up. The two fought Sandman and Venom, and Harry eventually knocked The Sandman down while Peter gets Mary Jane out of the taxi and into a safer area. Venom then attacked Peter, and trapped him with his webbing, but Harry flew in and attempted to stab Venom with some blades protruding out the front of his hoverboard. Venom grabbed his board and flung him off, knocking several bars loose and collapsing to the floor. The clanging sound pained the symbiote, and Peter remembered back to the bell noise in the church.
Venom lept towards Peter with Harry's board, intending to impale Peter, but Harry jumped in between Venom and Peter, and is himself stabbed instead. Venom threw him aside and then leapt towards Peter again, who managed to snap his wrists free and smack Venom on the head with a bar. Peter circled Venom with the bars, and the clanging sound pains Venom as each one is slammed into the ground. Peter snagged Eddie from inside the suit with his webbing and pulled him out; he then threw a pumpkin bomb from Harry's glider at the symbiote. Eddie rushed towards the symbiote while the pumpkin bomb flew through the air, and perished in the resulting explosion.
Marko approached Peter and told him that the killing of Uncle Ben was, in fact, an accident caused by his gun going off unintentionally. Peter forgave him and The Sandman flies off through the buildings while Peter swung down to Harry. He and Mary Jane sit on either side of him, comforting him while he dies. Harry forgave Peter for the death of his father and then dies as the sun rises.
Peter, Mary Jane, Gwen, Aunt May, Bernard, and several others attended Harry's funeral. Later Mary Jane was singing at the jazz club. She stopped singing as Peter walked in, and then he steps forward, his hand outstretched. She took it and the two embrace, slowly dancing on the spot to the music of the jazz band as Peter and Mary Jane reconcile and are back as a couple.