When we return to Spiderman's life a few years later, Peter Parker has moved out of the apartment he was living in with Harry, and is now in a studio apartment and can't pay his bills, even with two jobs, photographer for the Daily Bugle and pizza delivery boy. His grades are less than satisfactory, he doesn't even have time for the woman of his dreams, Mary Jane. Mary Jane and Harry have been busy as well. With Norman dying, Harry has to take over the company, Oscorp. Even though Harry and Mary Jane broke up, they remain friends. He even sent her flowers for her premiere at her latest play, but he knows she only has eyes for Peter. Unbeknownst to Harry or Peter, Mary Jane is dating astronaut John Jameson, son of J. Jonah Jameson, the editor of the Daily Planet.

     When Peter has to write a paper on fusion, he decides to write it on one of the most reknown scientists in New York, Dr Otto Octavius. Because Oscorp is funding Octavius, Peter gets to do a personal interview with the man himself. He even gets invited to Octavius's latest demonstration of his lastest project. At the presentation, Octavius reveals his assistance, four mechanical arms that are neccassary to sustain fusion. These arms are controlled by Octavius's brain through a neuro link, but have enough artificial intelligence that could render a person completely vulnerable if not careful. During the presentation, the fusion core becomes too unstable and Spiderman comes to help. Before Spiderman can unplug the machine, Rosalie, Otto's wife, is killed by flying debris and Otto's mind is altered by the artificiail intelligence in the arms.

     With Peter's Uncle Ben gone, his Aunt May can't pay the bills, so they are at the bank attempting to get a loan, that is until Doctor Octopus, Otto's name given to him by the Daily Bugle, shows up. Doc Ock is there to collect money to recreate his fusion experiment, but is foiled when Spiderman shows up. Ock clobbers Spiderman and then grabs Aunt May and takes off. Spiderman is right behind them, but is knocked out of the game again. Spiderman is about to go at him again, but Ock has a new surprise in store. Before Ock can strike at Spiderman, Aunt May hits him as hard as she can in the head with her umbrella and is then taken by Spiderman to safety. She tells him that she was wrong about him and that he is a hero after all.

     J. Jonah Jameson hires Peter to be the photographer at a party he is throwing for his son. There, he comes in contact with Mary Jane who tells him that she thought she meant more to him, and if she did he would be able to make it to see her show. Mary Jane isn't the only one who's upset with Peter, Harry, who has had too much to drink, tells Peter that he has stolen everything from him, his father's love, Mary Jane, and that he let his father die by not turning in Spiderman. Harry concludes the encounter by slapping Peter. This isn't the worse news of the evening, however. John Jameson announces that he and Mary Jane are engaged.

     With all this stress from school, his friends, and his job is putting on him, Peter starts having problems with his powers. When the doctor says to him, in a hypothetical situation of course, that he has a choice and that maybe he doesn't have to be Spiderman, Peter starts thinking. When his Uncle Ben comes to him in his dreams, Peter tells him that he isn't Spiderman anymore and that he has to live his own life.