Two years have passed since Peter has become Spider-Man and he has managed to stop Norman Osborn aka the Green Goblin from terrorizing the city he has sworn to protect. During Peter's time as a hero his personal life has suffered greatly, his friendship with Harry has deteriorated and Mary Jane has just gotten engaged to another man. Most of all the Daily Bugle has been slandering Spider-Man non-stop. Peter soon reaches his breaking point after he notices his powers are fading away, he immediately gives up his role as Spider-Man in order to maintain a normal life. Although Peter has given up on his heroics, crime in the city has skyrocketed drastically. During a failed fusion experiment conducted by fellow scientist Otto Octavius, he becomes Doctor Octopus, who is now armed with extra appendages. Doc Ock tries to rebuild his experiment again in hopes of giving the city endless energy. Peter must choose to return to his heroics in order to stop his idol turned enemy from destroying the city.