Peter Parker, who is loved by New York for having scared away criminals, plans to propose to Mary Jane Watson, who has just made her Broadway musical debut. While Peter and Mary Jane are on a date in Central Park watching a meteor shower on one of Peter's webs, a small meteorite crashes nearby. An extraterrestrial symbiote, which looks like black tar, attaches itself to Peter's moped. Elsewhere, escaped prisoner Flint Marko is being chased by the police. He climbs a security fence and falls into an experimental particle accelerator, which fuses his body with the surrounding sand. He finds he can shapeshift at will and becomes the Sandman. Peter's best friend, Harry Osborn, who knows Peter is Spider-Man and responsible for his father's death, attacks Peter on the way home from his Aunt May's apartment using new weapons based on his father's Green Goblin technology. In the attack, Harry injures his head on a pipe and suffers from partial amnesia (loss of short-term memory), making him forget his revenge and that Peter is Spider-Man.

Peter Parkers life is finally working out, everyone loves Spider-man, He is going to ask M.J. to marry him and there is no super villains out to kill him. but Harry Osborn Peter's one time friend finds his fathers things and plans a revenge against Spider-man. A mysterious black symbiote attaches to Peters anger against the man who killed his uncle and causes Spider-man to have accelerated powers like never before. With Spider-mans new powers nothing can stop him but himself for the new suit does not just give him better powers but more emotions especially anger. for the ones he loves he gets rid of the suit. Spider man has to fight the two most difficult villains Sandman and venom but he cannot do it alone he needs help. but who can help him? and is it to late for forgiveness from M.J?