With Peter now just an ordinary man, he finally goes to see Mary Jane's play, and tells her how he feels, but that isn't enough to change her mind. Peter tells his aunt about what happened the night his uncle was murdered, but it only upsets his aunt and she leaves without saying a word. With the city without their hero, crime is up 75% and even the Daily Bugle is asking where is Spiderman. Harry hires Octavius to bring Spiderman to him, in exchange for tridium, the key element in Octavius' experiment.

     Peter fights the urge to be Spiderman when he sees a man being beaten. When a child is trapped in a burning building, Peter rushes in there to save her life, but later learns that another person was trapped inside. After an inspiring talk from Aunt May about heroes, Peter finally tries to come back as Spiderman, but fails, when he falls off a rooftop. It isn't until Doc Ock throws a car at Peter without him knowing, that his spider sense kicked in and he was back.

     Spiderman immediately goes after Doc Ock, but can't get the upperhand because Doc Ock brings a trainload of civilians into the battle. After Spiderman saves the train and passengers, Doc Ock comes in and knocks him out. He delivers Spiderman to Harry Osborn, in return for the tridium. When Harry pulls off his mask, he is shocked to see Peter and is taken aback. Peter uses this opportunity to rip through his bindings. Peter explains to Harry that Octavius has Mary Jane, and that he will destroy the city, but Harry only cares about his own selfish vengence.

     When Spiderman shows up to stop Ock, the machine is already running. He frees Mary Jane, but is unable to stop the machine. A sudden shock to the mechanical arms, and a few scientific words from Peter Parker, brings Octavius to his senses. He decides that he must stop it, the only way to do that is to drown it. (Octavius drowns the machine, and is presumed dead for the time being.) When Peter turns around without his mask on, he sees Mary Jane, and for the first time she sees who Spiderman is underneith. Peter tells her that he loves her and then swings her to safety. He tells her that they cannot be together because Spiderman will always have enemies, and that he doesn't want her to get hurt.

     Harry is still coping with the fact that his best friend killed his father, when his father comes to him. He tells him he's weak and that he should avenge him. When Harry gets angry and throws a knife through a mirror, he is shocked to find Goblin weapons behind it. Meanwhile at Mary Jane's wedding, Mary Jane leaves John Jameson at the alter and runs to Peter, whose in his one room apartment. She tells him that she loves him and that she doesn't care of the risks. They kiss again , but when sirens are heard, Peter rushes out to save the day again, leaving Mary Jane there with a sad look on her face.