Peter Parker is an unhappy man: after two years of fighting crime as Spider-Man, his life has begun to fall apart. The girl he loves is engaged to someone else, his grades are slipping, he cannot keep any of his jobs, and on top of it, the newspaper Daily Bugle is attacking him viciously, claiming that Spider-Man is a criminal. He reaches the breaking point and gives up the crime fighter's life, once and for all. But after a failed fusion experiment, eccentric and obsessive scientist Dr. Otto Octavius is transformed into super villain Doctor Octopus, Doc Ock for short, having four long tentacles as extra hands. Peter guesses it might just be time for Spider-Man to return, but would he act upon it?
Peter Parker can't seem to catch any kind of break. Being Spider-Man has brought him nothing but problems as far as his personal life is concerned. Not only that, Mary Jane Watson is engaged to astronaut John Jameson, and Peter may lose her forever. Things are so bad for him that he is pushed past his breaking point, so he decides that he doesn't want to be a super hero anymore, until a freak accident transforms Dr. Otto Octavius into Dr. Octopus, a super-villain with four metal tentacles protruding from his torso. Peter realizes that only Spider-Man can stop him but, of course, problems arise. Mary Jane gets caught in the middle, and Harry Osborn, who still blames the web-slinger for the death of his father Norman Osborn, also the Green Goblin, wants him dead. Spider-Man will have to push himself past his limits if he's going to survive.