We come back to Peter's life what is presumably years later. Spiderman is more popular than ever, and his relationship with Mary Jane is going well. Nothing could bring him down, or so he thought. Mary Jane is starring in an off Broadway play which Peter goes to see. When Peter is leaving the building he sees Harry and tries to sort things out with him. Harry just dismisses him without even acknowledging his presence.

     After the play, he and Mary Jane decide to go to Central Park. Without either of them realizing it, a meteorite falls from the sky and a strange black goo attaches itself to Peter's scooter. After he takes Mary Jane home, Peter goes to visit his Aunt May to tell her that he has decided to ask Mary Jane to marry him. It is then that Aunt May gives Peter the very ring that Uncle Ben had given her years earlier.

     Peter is on his way home from visiting his aunt when he is attacked by a new masked villain. The two battle it out for a bit, but eventually Peter is slammed into a wall. It is then that the identity of this masked villain is revealed to be his best friend, Harry Osbourne. The two battle it out some more above Manhattan's busy streets, eventually coming to a halt when Peter clotheslines him using a web. Harry is knocked out cold and Peter has to take him to the hospital.

     Elsewhere, Flint Marco is running from the police. He seemingly escapes into a fenced off area, but soon falls in a hole that is used to accelerate sand particles. One of these particles gets embedded into Marco's blood stream which in turn bonds with his DNA and turns him into a pile of sand. Back at the hospital, Harry doesn't seem to remember much from the last few years, He barely remembers his father dying, and does not remember that Spiderman killed his father, or that Peter is Spiderman. He is released a few days later, still without the memory of why he was in the hospital to begin with. While Peter was preoccupied with his friend, Flint Marco, found a way to transform between human form and sand form. Though it takes his a while to do it, he quickly learns how to manipulate the sand to work for him.

     After seeing a bad review in a newspaper, Mary Jane goes to Peter for comfort, but Peter is too busy wrapped up in himself telling her that he has to deal with bad reviews as Spiderman. This only makes her more upset and Peter only elevates her anger when he leaves to go save an out of control crane. The crane crashes swings into another building which destroys a few floors, but also sends Gwen Stacey holding on for her life. A photographer on the ground, who admits to dating Gwen Stacey, sees Gwen hanging on for her life and tells her father, a police captain, that it's his daughter in danger. Gwen can't hang on any longer and begins to fall. Spiderman comes along to catch Gwen and bring her to the ground safely. The photographer tells Gwen that he is glad she's okay and goes to Spiderman to introduce himself as Edward Brock Jr. and that from here on out he would be Spiderman's personal photographer. Spiderman just swings off dismissing his claim.

Harry and Peter are hanging out after playing basketball, and as Peter passes the ball it misses Harry and hits a vase. Harry catches both and ball and the vase in a seemingly goblin like manner, which has Peter aware that Harry may start to remember soon. Meanwhile Mary Jane goes to work only to find out that she has been fired since all of the newspapers gave her a bad review. Peter isn't having a good day at work either, his picture was bumped because Brock had a better one of Spiderman. It isn't all bad for Peter though because as he is walking home he sees a ticker that says Spiderman is going to be receiving the key to the city.

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