On the day of the ceremony, the cops spot Marco on the street, but soon learn that there is more to him than meets the eye. After a confrontation with the police, Sandman flies off into the wind. Spiderman gets an introduction from Gwen Stacey. After a bit of showing off, he hangs down to accept the honor. He tells Gwen to kiss him and she plants one on him in the same way that Mary Jane first kissed Spiderman years before. While they are kissing, a sand storm flies in, sending Spiderman to investigate this strange occurrence. He follows the sand to an armored car in which he soon discovers that the sand is actually Flint Marco. Sandman knocks Spiderman out of the car and gets away.
Later that night, Peter arrives at a French restaurant, all set to propose. After Gwen comes over to Peter to say hello, Mary Jane realizes that they know each other and it may not have been Spiderman kissing Gwen, but Peter. She leaves him at the restaurant. The next day Peter and Aunt May get called down to the police station by Captain Stacey. He tells them that they were wrong about who killed Ben Parker, it was actually Flint Marco. After seeing his picture and realizing who it is, Peter takes a personal vendetta against him, going so far as to even shut out Mary Jane who comes over after she heard about it from Aunt May.
After Peter falls asleep in his Spiderman costume, the black goo attaches itself to his costume. He wakes up hanging upside down in a black costume, much like his own. Confused on what happened, he takes a portion of his costume to his professor, Dr. Connors. Connors reveals to Peter that it is a symbiote and that he should be careful not to get any on him. Back at his apartment Peter hears a call on his scanner confirming to be Flint Marco, despite Connor's warning, Peter dons the black costume and heads out to take him down. After a fierce battle, Marco is drenched in water and Spiderman leaves him for dead.
Mary Jane who's still upset about Peter pushing her away, goes to Harry for support. They end up kissing which brings up old feelings for her, and old memories for him. MJ leaves, but by the time she gets back to her apartment, Harry is there waiting for her. He threatens to kill Peter if she doesn't break up with him. She does so to save his life. Peter is distraught over his newfound single life, so he turns to Harry for advice. Harry tells Peter that he and MJ are back together, then disappears. Peter visits Harry at his place and the two fight. Peter throws a pumpkin bomb at Harry's face leaving it disfigured.
The next day at work, Brock has a picture of Spiderman stealing money. This makes Peter even more angry and he nearly puts Brock through the wall. After it is proven that Brock framed Spiderman and the picture that was taken was an altered one Peter took months before, Brock is fired and Peter is put on salary. To celebrate his new position, Peter decides to take Gwen on a date to the jazz club that Mary Jane is working at. A fight breaks out there between Peter and the bouncers and he ends up hitting MJ. This makes Peter realize what the suit is doing to him so he goes and tries to take it off. He goes to a church where Eddie is praying for God to kill Peter and the church bells hurt the symbiote enough that it falls off him and drips down to where Eddie is. He sees Peter right before getting covered in the goo. Peter leaves the church to return Aunt May's engagement ring, but she doesn't want it. She tells him that he will figure out what to do, and he will fix it.
Meanwhile Sandman has emerged from the sewer he was left in and is found by Brock, who wants to team up and kill Spiderman. Brock kidnaps MJ to lure Parker out. Peter realizes that the two of them are too much for him to take on alone, so he visits Harry hoping for some help. Harry sends Peter away, but then learns that it was his own glider that killed his father, and not Spiderman. Spiderman shows up to fight Brock and Sandman, but he quickly learns that the two overpower him. He is almost killed by the two, until Harry shows up and knocks Brock away while hitting Sandman with a few pumpkin bombs. Venom takes Harry's glider and is charging at him, when Harry steps in front of Peter saving his life. He is then thrown off of it. Peter remembers the churchbells hurting the symbiote before, starts hitting pipes together to weaken it now. 
As the suit leaves Brock's body, Peter throws a pumpkin bomb in it while Brock jumps back in to get it back. The two seemingly vaporized. Marco talks to Spiderman about how he accidentally killed Ben Parker and that he never wanted it to get this far. Peter forgives him as he disintegrates into the sand and the wind carries him off. Harry lays dying with Peter and Mary Jane looking over him. He and Peter forgive each other. At Harry's funeral, Peter and Mary Jane appear to be reconciling their relationship.
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