It's been two years since Peter Parker transformed into Spider-Man, and he is still trying to balance life perfectly. His love for Mary Jane is becoming much stronger, as he finds it hard to not let her down. His friendship with Harry Osborn is at risk, as the young Harry is frustrated with Spider-Man getting away with his father's death. Even Aunt May, who has experienced very difficult times after the death of Uncle Ben begins to suspect something about her nephew. And if this wasn't enough for the super hero, a new enemy is in town. Dr. Otto Octavius is involved in a freak scientific accident and becomes the dangerous Doctor Octopus.