Peter Parker is struggling to balance his life as Spider-Man and his personal life as Peter Parker. He is pushed to his limits when he battles the diabolical villain Doc Ock, who has four mechanical arms fused to his body and is set on destroying the city.
As Peter decides to take a break from being Spider-Man, his life as Peter Parker becomes more complicated when he learns that his Aunt May is facing foreclosure on her home, and his best friend Harry Osborn blames Spider-Man for his father's death and wants revenge.
Meanwhile, Peter is still deeply in love with Mary Jane Watson, but he is afraid to be with her because he fears that his responsibilities as Spider-Man will put her in danger. Mary Jane is also struggling with her own career and love life, as she begins a relationship with the egotistical Broadway actor, John Jameson.
As the city spirals into chaos without Spider-Man, Peter realizes that being a hero is part of who he is, and he must confront his fears and reclaim his identity as Spider-Man to save the city and the people he loves. In a climactic battle on top of a moving train, Spider-Man faces off against Doc Ock in an unforgettable showdown, resulting in one of the greatest superhero movies of all time.