Spiderman is successful and in love. He’s doing well in school, and he’s become an iconic superhero. His girlfriend MJ has won a role in a Broadway musical, but her voice apparently did not carry very far according to critics.

Harry prepares to battle Spiderman. Spiderman and MJ go on a date. An alien (who would become Venom) crashes in the woods where Parker and MJ are kissing.

Sandman (before he becomes Sandman) is chased down by cops but he escapes and sneaks into bedroom of daughter, where his wife rebukes him. He attempts to tell her that he is a good man before leaving saying he will help his daughter (who is sick, and whom he stole the money for).

Peter visits Aunt Mae about MJ. She tells him that a man has to be understanding and put his wife before him. She then tells him the story of when his uncle first proposed to her, and they would have been married 50 years if.. She tells him to do something she’d never forget and gives him her ring.

While riding back home, Peter is attacked by Harry in his Goblin outfit. The two battle, and Peter tries to tell him that his father killed himself. Peter tries to find a way to end this battle, but ends up wounding Harry what appears fatally.

The escaped convict who, in prison, admitted that he killed Peter’s uncle is chased down but falls into the experimental pit of a particle lab… He’s trapped in a rotating turbine in demolecularization.

Peter finds out that Harry is ok and he and MJ visit him. Harry has apparently lost his short term memory and it is as if they are all great friends again. After the nurse asks them to leave, he confides in her that they are his best friends and that he would give his life for them.

In the particle turbine, the escaped convict has apparently been transformed into Sandman. Sandman sifts through the sand and forms a human image of himself, and it appears the only thing he’s going for is his daughter, as he clasps his hands around her locket (and has it fall right through his palms), but forces himself to solidify his grip to clutch it with his fingers.

MJ visits Peter and tells him of how the critics hate her. He points out that that’s just one critic, and tries to explain to her how fame works by citing himself. MJ says this isn’t about him, it’s about her. Peter tries to tell her to “get back on the horse,” and believe in herself. She asks him to understand how she feels, and she admits that the critic’s words feel as hurtful as if they were from her abusive father’s. Peter’s police radio then sounds off a case for him to solve, and he jumps out the window after saying sorry to MJ. We catch a glimpse of the alien spider-like black thing lurking around in Peter’s room.

The crazy crane is wrecking havoc in the buildings and destroys the floor where Gwen Stacey (Peter’s lab partner) is in a photoshoot as model. Brock appears, down below, and exclaims his surprise to the police chief when he realizes that Gwen is the person about to fall out. Spiderman comes and saves her. He takes Spiderman’s photo and sound like a smartiac saying he’s the new (and more pro) photographer for Bugle. (It’s also apparant that Gwen does not care for him that much.)

At the Bugle, the ad team is trying to win the editor’s approval in a rather pathetic way. Brock (who smells distinctive) enters and makes his way in and shows the editor his photos. Peter arrives right after, but Brock gives his flattering speech to work with the greatest editor of all time (in a convincing voice, dramatically) and is given a staff position, in front of Peter.

Spiderman stops after seeing on a marquee that he’s to receive the key to the city, and Marvel (who also stopped) chuckles and says one man can make a difference, “nuff said.”

Peter visits Harry in his home (gifting him an old basketball that reminds them of their common past), where everything is new to him and he figures he doesn’t have to worry about money and asks Peter is he has a girlfriend - Peter says he doesn’t know, and Harry asks Bernard who says not that he knows of. Peter sees disturbing images of memory’s flashback with the dying senior Osborn… and throws the basketball back at Harry, who betrays that he still has his Goblin powers.

MJ arrives early to the show to discover that she’s been recasted, and that all the critics had criticized her for her voice which didn’t carry. MJ exits to find a round of clapping, and it turns out that the applause was for Spiderman.

Peter stands awaiting the grand ceremony where he is to receive the key to the city. Brock takes photos of Gwen (police chief’s daughter), while Parker takes photos of MJ. Peter tells her where he’d be swinging in.

Sandman is identified by police as the criminal, and he goes into a sand truck. Harry arrives to greet MJ, and they talk casually and she admits that he did go to her play but she got let go. Harry admits sheepishly that he wrote a play for her in high school.

Spiderman arrives. The ceremony is reasonably grand, except Peter does something dramatic and brash - he asks Gwen to give him a kiss - while upside down… MJ’s kiss. MJ leaves distraught. The ceremony ends suddenly when a dust storm blows in.

Sandman tries to steal money from an armored truck, and Spiderman goes to save the scene. Sandman tells Spiderman he doesn’t want to hurt him, but Spiderman fights him anyway. Sandman escapes. Spiderman manages to save the cops on the money truck. Spiderman ponders where these supercriminals come from anyway as he empties sand from his outfit. (You wonder why the Sandman doesn’t materialize from the sand o.O)

Peter goes to a fancy restaurant. MJ walks there in a foul mood, seeing the photo of Gwen’s kissing Spiderman on the front cover of the papers. The French restaurant server guy asks for a reservation, and Peter gives him the ring… The man immediately understands that Peter is to propose to her, and he wants the ring in the glass - and also a song.

MJ arrives asking if this place is in Peter’s budget (Peter assumes she’s a star and also assumes that MJ is suffering due to stardom and shares his own experiences), but coincidentally, Gwen also arrives. Gwen makes a fuss of greeting him, and also mentions to Peter to bring the photo of the kiss to class. MJ is annoyed and distraught after inding out incidentally that Gwen is Peter’s lab partner. MJ asks about the kiss, and thinking that Peter’s pushing her away, leaves, and the French guy brings the ring to Peter.

Peter tries calling MJ and records a message on his phone. He hangs up right before she picks it up. Peter gets a call back right after, and it’s apparently the detective, who tells him that the *actual* convict who killed his uncle has escaped. Peter is outraged that they had the wrong guy.

Peter is uneasy as he listens in on the police radio. MJ comes saying his aunt called her telling her what happened. Peter only lowers the volume on the police radio. MJ tries to express that she cares about him and doesn’t want him to do something rash. Peter says he’s fine. He spends the whole night listening to the radio and falls asleep. The alien goes all over him, and he wakes up as black spiderman.

Peter brings the specimen to his professor who warns him that it is a symbiote and needs to bind to a host. He tells Peter not to get any on him, saying that these things could be hard to get rid of once bound.

Peter returns home to hear news of the Sandman. He reaches for his Spidey outfit but instead goes into the suitcase for his black Spidey outfit.

Brock is on the scene, but Parker breaks Brock’s camera, and goes after Sandman and kills him in a gush of water. Peter returns home in rage and yells at his landlord. After slamming the door, we find his landlord is understanding and says he is a good boy, but just in some trouble. Peter realizes what the black outfit he has underneath him is doing to him. He takes it off. He visits Aunt May to tell her that Spiderman killed the criminal. Aunt May is confused, Spiderman doesn’t kill people. She tells Peter that it’s not for them to judge who dies and who lives, and that his uncle would not want him to waste his life in revenge, which is a prison that can take over, and transform you into something ugly.

MJ looks distraught as she exits a jazz club; the owner takes off the waitress/singer wanted sign and we know she’s taking a step down and has taken the job. She sits on a park bench and calls Harry. Harry is painting. MJ asks to visit him. Harry is enthusiastic.

Peter and his landlord meet again, and he apologizes for earlier. He asks Peter about the phone, and his landlord gives a very simpleminded almost nonsensical solution to the girl problem.

MJ visits Harry. They cook and dance (and you notice that the kitchen floor is totally worn), and look like a merry couple. Harry tries to flip the omelette, but drops it. MJ mentions at least they can use the part still in the pot. Harry shows MJ his play. MJ notices that Harry has virtually no scar. She kisses him, and MJ is distraught and leaves very suddenly.

Harry, alone, drinks, and his father seems to come back at him, forcing him to remember his version of what happened. Vengeance. He hallucinates his father telling him to make Spiderman suffer by going for MJ.

MJ returns home to find Peter’s apology for pushing her away last night, saying that he wants to see her. Harry attacks MJ saying if she wants Peter to live, she has to do something for him.

Ursula struggles to open Peter’s door (interestingly, this states that Peter’s request of having his landlord fixed the door - while angry and under ” the influence” - is valid… you see the difference in characters - even when “evil,” Peter is still reasonable, whereas Harry goes for the meanest thing after becoming evil again…) The call is from MJ who asks to meet Peter in the park. She dumps him, saying there’s another man, though he loves her. Harry congratulates her as she leaves.

Harry and Peter meet at the coffee shop on Jane St. There, Harry tells Peter that he wasn’t there for her, and tells her that MJ was fired from the show. Harry breaks it to Peter that he is the other guy, that MJ came to her one afternoon needing someone to be there for her… Harry tells Peter he just thought he should know. Peter leaves distraught.

Peter sits in his bedroom and ponders, then looks at the black spiderman outfit. He then visits Harry, confronting him. Harry taunts Peter, who attacks him. Harry once again gets the chance to point a dagger at Peter. He holds back, and they parlay. Peter wins the fight again, saying some mean things to Harry. Harry throws a bomb at Peter, which he throws right back.

As Peter walks down the street, he notices a lot of women looking at him. He’s surprised by an article that has Spiderman messing up the city. He goes to the Bugle and straightens out the mistake — showing everyone that he photo was a fake (despite the guy’s plea that this would ruin his career - Brock begs him, but Peter tells him if he wants religion, he ought to get religion). The editor fires the photographer.

His prof calls him, while he flirts with the landlord’s daughter. The speciman shows aggressive and dangerous characteristics, according to prof, who asks Peter if he kept any of it. Peter lies and says no.

Peter seems to turn women as he walks down the street. Peter is at the Bugle again with great photos. He sells it to the editor, this time wiser, asking for the job or no photos. Peter gets a smart new black suit.

Sandman who became mudman becomes a man again. The locket from his daughter is still in his hands. Peter takes Gwen to the jazz bar, where he makes an impressive show upstaging MJ’s humble little jazz solo. Gwen leaves, disgusted - “That was all for her.” Peter confronts MJ who’s sad in her side - she asks him what’s wrong with him. Her boss tries to comfort her, and the bouncer gets ready to throw Peter out. Peter, in anger, fights the bouncer and throws MJ down. She asks him who he is but he doesn’t know. He leaves.

Black spiderman broods as if a gargoyle atop the spire of a church. He descends to the belltower. Brock dips his hand in holy water as he enters the church. He asks god to kill Peter Parker. Peter tries pulling the black spider outfit off, but it’s stuck to him. He struggles while the bell sounds. Brock looks up, amazed that Parker is up there. Parker throws down bits of his outfit, which falls on Brock and takes over him. Brock turns into Venom.

Aunt May visits Peter and asks about MJ. Peter admits he’s not ready for MJ. May asks what happened, he seemed so sure. Peter admits he hurt her. Aunt May tells him he starts by doing the hardest thing: You forgive yourself. She tells him he is a good person and knows that he will find a way to put it right.

Venom meets with Sandman and they team up planning to kill Spiderman.

Peter looks up at MJ’s apartment and leaves. MJ seems to sense him. MJ boards a taxi cab to become the hostage of Venom.

Peter finds out she’s been taken hostage through the news. A British reporter is on the scene. Black Spidey wove a web, “Spiderman stop us if you can.” Harry also finds out about this. Peter drops by the second time and asks for his help, saying he can’t take both by himself. Harry’s face has been disfigured and he states that Peter doesn’t need his help. Peter tries to plead to him, “She needs us.” Harry tells him to get out. Peter leaves.

Bernard tells Harry that he cleaned his father’s wound, and the blade that killed him was his own glider… that he’d killed himself. He tells him he understands that he’s trying to avenge his father, but he tells him he loves him, and so do his friends. Harry understands.

MJ is stuck in a taxicab suspended in a mess of black spiderweb. Spiderman jumps into the scene (cameos in front of the US flag). He arrives at MJ’s taxi and tells her he’d get her out of this. She tells him they’d kill them both. He finds that Venom is Brock. Peter tries telling Brock that he’d find a way to settle this. Brock says he made Spider lose his girls, and he’s going to make him lose his.

Spiderman is bound to a pole by black spidey’s web, and sandman pounds him. The media comment on how this could be the end of Spiderman. He reaches out for MJ. Sandman pounds again and his hand goes limp.

New Goblin comes just in time. Together they battle the two villains. New Goblin lets Spiderman save her.

The battle continues, as New Goblin fights Sandman. (You wonder if this would be pathos where new goblin dies while Spiderman and MJ dabble.) Bomb kills Sandman, who falls with the characteristic arm pointed up at the sky.

Black spiderman has Spiderman stuck. Brock admits he likes being bad, it makes him happy. New Goblin arrives to save him. Peter receives an epiphany as he hears the sounds. New Goblin takes Spiderman’s death. Spiderman builds a circle of sound around Black Spidey and tries pulling Brock from the suit. Brock has apparently become suit dependent and jumps right in to his doom, as Peter throws a bomb to kill the alien.

Sandman arrives. MJ finds a fallen Harry down a few floors below, but Harry stops her from getting help. Sandman admits he didn’t want this but had no choice. Parker states he always had a choice, and Sandman tells Peter his daughter was dying and he needed money. He admits he’s done a terrible thing to Peter and regrets it, wishing he could take it back. He asks Peter to forgive him. Peter admits he’s done terrible things. Sandman admits the only thing left for him is his daughter. Peter forgives him. Sandman turns into sand and leaves with the wind. (It’s interesting the green striped shirt he’s wearing is now in fashion again.)

Peter rushes down to MJ and Harry, who is dying. Harry doesn’t want help, and Peter is sad he said those things to him… He dies knowing Peter is his best friend.

Peter reminisces at Harry’s funeral, “There’s always a choice in whatever battle.” Harry “chose the best of himself,” says Spiderman, “and we can always choose what’s right.” Peter visits the jazz bar again as MJ is singing, this time dressed more humbly and reaches out his hand for MJ, and they dance.