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Peter Parker, Harry Osborn, Mary Jane Watson visit a genetics laboratory at Columbia University with their high school class. While taking photos in the laboratory, Peter is bitten on the hand by a genetically engineered "super spider." Feeling unwell, he passes out shortly after his arrival home.

The next morning, Peter wakes to find that his vision is now naturally clear and that he has physically metamorphosed to become more muscular. At school later, he emits web strings from his wrists and has quick-enough reflexes to avoid being injured in a fight with bully Flash Thompson. As Peter infers that the spider's bite has given him spider-like abilities, he escapes school for buildings elsewhere, where he develops his new skills, quickly learning to scale walls, to jump long between building rooftops, and to swing via web.

Meanwhile, scientist and owner of Oscorp Norman Osborn, Harry's father, is attempting to preserve his company's military contract, knowing that losing it will bankrupt his business. He experiments on himself with his company's new, but possibly unstable performance-enhancing chemical vapor. The performance-enhancer increases his speed, strength, and stamina. The vapor having also made him insane, he easily murders his assistant, Mendel Stromm. A few days later, Norman kills several scientists (among them General Slocum) who threaten to drive Norman out of business.

Thumbing through the local classifieds, Peter sees a wrestling-tournament ad offering $3,000 to any participant who survives in the ring for three minutes. Figuring the purse to be enough for a car that will impress Mary Jane, Peter enters the tournament, unbeknownst to his aunt and uncle. Driving him on tournament day, Uncle Ben expresses concern for Peter, advising, "With great power comes great responsibility." Peter lashes out in frustration and leaves.

For the fight, Peter has chosen the name the Human Spider, but the ring announcer doesn't like it, opting to announce him as "Spider-Man," instead. Peter defeats his opponent, Bonesaw McGraw, but the man in charge only gives him $100 in prize money, using the excuse that he won in two minutes despite the ad's explicit claim of "three" minutes. When Peter turns around to go, a thief comes into the office, but Peter, in retaliation for the promoter's deception, does nothing to stop the burglar from escaping with the promoter's gate money. Not long after, Peter finds his uncle on the sidewalk, shot by a carjacker; he holds his uncle's hand as he dies in Peter's arms. Peter tracks down the carjacker, only to find that it's the same thief he earlier allowed to escape. The murderer then threatens to shoot Peter, but he breaks his wrist before he can pull the trigger, then the murderer falls out a window to his death.

Upon graduating from high school, Peter decides to use his abilities to fight injustice. He dons both a new costume and a new persona: Spider-Man. When he arrives in newspaper editor J. Jonah Jameson's office with the only clear images of Spider-Man, he is hired as a freelance photographer.

Norman, upon finding out that Oscorp's board members plan to sell the company, attacks and murders them at the World Unity Fair, but Spider-Man arrives to drive him off before he can do any more harm. Jameson quickly dubs Norman's persona the "Green Goblin". The Goblin later kidnaps Spider-Man to offer him a place at his side, but Spider-Man refuses, knowing that it is the right thing to do. At the Osborns and Parkers' Thanksgiving dinner, Norman figures out, unbeknownst to Peter, Spider-Man's true identity; that night, the Green Goblin attacks Aunt May.

As Aunt May recovers in the hospital, Mary Jane admits to Peter a crush on Spider-Man, her frequent rescuer. She inquires whether Spider-Man ever asks about her; Peter reflects on his own feelings, at which point Harry enters. Feeling betrayed by both his girlfriend and his best friend, Harry tells his father of whom Peter loves the most, unknowingly revealing to the Green Goblin Spider-Man's biggest weakness.

The Goblin takes Mary Jane and a Roosevelt Island Tramway car full of children hostage on the Queensboro Bridge, and Spider-Man arrives, just as Goblin has planned. The Goblin forces him to choose whom to save, dropping both Mary Jane and the tramway car simultaneously, but Spider-Man manages to save them all. The two fight for a bit, but the Goblin overpowers Spider-Man and throws him into the abandoned Smallpox Hospital on Roosevelt Island.

Goblin boasts of how he will later kill Mary Jane, but the tables turn as an enraged Spider-Man dominates him and forces him to unmask. As Norman contritely begs for forgiveness, his alter-ego slyly, via remote control, positions his glider to impale Spider-Man. The superhero avoids the attack, leading the glider to impale Norman instead. Norman uses his last breath to state merely, "Peter, don't tell Harry."

Spider-Man brings a now dead Norman to the latter's apartment. Just as he has laid the body down, Harry arrives, stunned and angered, but the darkness prevents Peter's reveal. Harry turns to pull a gun from a drawer, but Spider-Man is already gone by the time he has turned back.

Upon the conclusion of Norman’s funeral, before leaving, Harry vows to Peter that he will kill Spider-Man as vengeance for his own father's death; Peter is all he has left now, he says. Mary Jane confesses her love to Peter and kisses him, but Peter hides his true feelings, feeling that he must protect her from Spider-Man's enemies' attention. Walking away from a now distraught MJ, he recalls Uncle Ben's famous words, "With great power comes great responsibility," and accepts his new life as Spider-Man.

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Two years after the defeat of the Green Goblin, Peter Parker is finding his double life increasingly difficult. 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 and best friend Harry Osborn, and Aunt May is threatened with foreclosure.

Harry, now head of Oscorp's research division, has invested in the research of brilliant scientist 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 enabled him to control the arms is destroyed; and the arms are fused to his spine. Unconscious, he is taken to a hospital to have the tentacles removed, but the tentacles kill the surgeons, and he escapes. Uncontrolled, the tentacles begin to influence 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". Doc Ock attempts to rob a bank where Peter Parker and his Aunt May happen to be present. After a short glitch in his powers, Spider-Man manages to recover shortly after that and soon the two take their fight outside the bank, but Doc Ock 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.

During a party, Peter learns that M.J. is planning to marry J. Jonah Jameson's son, John Jameson. He also gets into a physical altercation with Harry, who is under the influence, over his loyalty to Spider-Man; shortly after he loses his powers while web-slinging across town. Meanwhile, Doc Ock rebuilds his experimental reactor. 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. Back home, after visiting Uncle Ben's grave, Aunt May is distressed by Peter's confession that he was somewhat responsible for his Uncle Ben's death. Aunt May and Peter 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, Doc Ock has completed rebuilding his reactor, and needs one final item: the tritium which fuels the reactor. He goes to Harry Osborn for it, dangling him over the edge of the Osborn mansion balcony when he refuses. Harry agrees to give Ock 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 tells her that he does not. Doc Ock, having been told by Harry to look for Peter if he wants Spider-Man, tries to attack him by throwing a car at him. Peter regains his spider-sense for a split second, grabs Mary Jane and dodges the car, but Doc Ock 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 Doc Ock in a battle, which starts off at the top of a bell tower and then on top of a subway train. During the battle, Doc Ock 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 save him and see him without his mask on. They agree to keep his identity a secret and try to protect him from Doc Ock, but fail. Weak, he is captured by Doctor Octopus and delivered to Harry Osborn. Harry unmasks Spider-Man and is stunned to discover that his sworn enemy is his best friend. Peter awakens and convinces Harry to reveal Octavius' whereabouts so he can rescue Mary Jane. Spider-Man finds Doctor Octavius in an abandoned warehouse on a waterfront pier, where he's restarted his fusion experiment. After battling with Doc Ock, 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 doomsday experiment before it causes more harm, Octavius uses his mechanical arms to collapse the floor of the building, successfully 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 the Green Goblin's war gear. At the end of the film, Mary Jane leaves her wedding and finds Peter in his apartment, telling him that she has decided to be with him – despite the risks. She persuades Peter to finally let her in while accepting the need of his vows by letting him respond to a sudden call for help. She looks on in uncertainty as Spider-Man swings away.

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Peter Parker has begun to feel secure in his life and plans to propose to Mary Jane. While Peter and Mary Jane are on a date, a small meteorite crashes nearby, and an extraterrestrial symbiote attaches itself to Peter's moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator that fuses his body with the surrounding sand. The result allows him to shape shift at will, becoming the Sandman. Peter's best friend, Harry Osborn, who seeks vengeance for his father's death, which he believes Peter caused, attacks him. During the scuffle, Harry injures his head and suffers from partial amnesia, making him forget his vendetta.

Later, during a festival honoring Spider-Man for saving Gwen Stacy's life, Sandman attempts to rob an armored car, and overpowers Spider-Man. Gwen's father, police officer Captain Stacy, later informs Peter and Aunt May that Marko is the one who killed Ben Parker. A vengeful Peter waits for Marko to strike again. The symbiote bonds with his costume while he is asleep; Peter discovers that not only has his costume changed, but his powers have been enhanced as well. The black suit brings out the more vengeful, insensitive, and arrogant side of Peter's personality, exemplified by a near-lethal attack on Sandman during a battle.

The shift in Peter's personality alienates Mary Jane, whose career is floundering, and she finds solace with Harry. Harry recovers from his amnesia and, urged on by an apparition of his dead father, forces Mary Jane to break up with Peter. After Mary Jane leaves Peter, stating she is in love with another man, Harry meets him at a restaurant and claims to be the other man. Later, Peter finds him at the Osborn mansion. With the help of the black suit, Peter is victorious in a brutal fight, which leaves Harry's face disfigured. Influenced by the suit, Peter exposes and humiliates Eddie Brock, a rival freelance photographer, who has sold fake pictures to The Daily Bugle supposedly showing Spider-Man to be a criminal. Meanwhile, Sandman recovers from his injuries, and swears revenge on Spider-Man.

In an effort to make Mary Jane jealous, Peter brings Gwen to the nightclub where Mary Jane works. He gets into a fight with the club's bouncers and unintentionally shoves Mary Jane to the floor. Peter realizes the symbiote-suit is changing him for the worse. He runs out of the nightclub and goes to a church bell tower to dispose of it. Initially he is unable to remove the suit, but the sound of the church bell weakens the symbiote, enabling Peter to break free. Eddie Brock is at the same church praying for Peter's death when the symbiote falls from the tower and takes over his body. The newly-empowered Eddie finds Sandman and suggests joining forces to destroy Spider-Man.

The pair put Mary Jane in a taxicab and hang it from a gigantic symbiote web. Peter approaches Harry for help, but is turned down. However, Harry learns the truth about his father's death from his butler Bernard, and arrives in time to rescue Peter; they form an alliance against the two villains. As the fight progresses, Eddie attempts to impale Peter with Harry's glider, but Harry jumps in the way and is fatally wounded. Peter recalls how the church bell's toll weakened the symbiote, and frees Eddie from it by clanging several pipes together to make sonic vibrations. Peter throws a pumpkin bomb at the symbiote just as Eddie attempts to rebond with it, causing both to be destroyed in the resulting explosion.

After the battle, Marko recovers and tells Peter that he had no intention of killing Ben Parker, and that it was an accident born out of a desperate attempt to save his daughter's life. Peter forgives Marko, who dissipates and floats away to his daughter. Peter and Harry forgive each other before Harry dies with Mary Jane and Peter at his side. After Harry's funeral, Peter and Mary Jane begin to mend their relationship.