A year after Otto Octavius' demise,[b] Peter Parker plans to propose to Mary Jane Watson, who has made her Broadway musical debut. In Central Park, a meteorite lands near the two, and an extraterrestrial symbiote follows Peter to his apartment by attaching to his motorbike. Harry Osborn, knowing Peter is Spider-Man, seeks to avenge his father's death. Using his father's performance-enhancing gas and Green Goblin technology, he battles Peter to an eventual stalemate, developing partial amnesia. Meanwhile, police pursue escaped convict Flint Marko, who visits his wife and sick daughter before fleeing. Falling into an experimental particle accelerator that fuses his body with the surrounding sand, he gains the ability to control and reform his body with sand, becoming Sandman.
During a festival honoring
Spider-Man for saving Gwen Stacy's life, Peter kisses her to please the
crowd, angering Mary Jane. Marko then robs an armored truck and escapes after
defeating Spider-Man. NYPD Captain George Stacy, Gwen's father,
informs Peter and his aunt May that Marko is uncle Ben's true
killer; the deceased Dennis Carradine was Marko's accomplice. At his
apartment, as Peter sleeps in his Spider-Man suit while waiting for Marko to
come out of hiding, the symbiote assimilates the suit. Peter awakens on top of
a building, discovering that the symbiote has colored his suit black and
enhanced his powers; however, it also brings out darker parts of his personality.
Peter locates and battles Marko
in a subway tunnel. Discovering that water is his weakness, he opens a pipe,
releasing water that reduces Marko to mud and washes him away. Peter's changed
comportment alienates Mary Jane, who also received negative reviews from
critics. She shares a tender moment with Harry but leaves in regret. Urged by a
hallucination of his father, Harry recovers from his amnesia and forces Mary
Jane to break up with Peter. Harry later meets up with Peter and tells him that
Mary Jane loves him. Under the influence of the symbiote, Peter confronts Harry
and spitefully claims that his father never loved him. As Peter leaves after an
ensuing fight, Harry throws a pumpkin bomb at him; Peter deflects it back,
disfiguring Harry's face.
At the Daily Bugle,
Peter exposes rival photographer Eddie Brock, whose fake photos
incriminate Spider-Man. Publisher J. Jonah Jameson fires Brock and
promotes Peter to staff photographer. Later, Peter brings Gwen to a jazz club
where Mary Jane now works. In an attempt to make her jealous, Peter interrupts
Mary Jane's performance and dances with Gwen in front of her. Gwen, realizing
she had been used, apologizes to Mary Jane and leaves. After assaulting the
bouncers and accidentally hitting Mary Jane, Peter realizes that the symbiote
is corrupting him. Retreating to a church's bell tower and discovering that the
sounds of clanging metal weaken the creature, Peter removes the symbiote.
Brock, who is at the same church, becomes the symbiote's new host.
As Venom, Brock locates a
still-living Marko and convinces him to join forces to kill Spider-Man. Brock
abducts Mary Jane and holds her captive from a web at a construction site,
intending to kill her in revenge for Peter ruining him, while Marko keeps the
police at bay. After Harry declines to help Peter, Harry's butler reveals that
Norman's death was not Spider-Man's fault. While Brock and Marko pin Peter
down, Harry arrives to help Peter and save Mary Jane. Brock attempts to impale
Peter with Harry's glider, but Harry jumps in and is impaled instead.
Peter, remembering the symbiote's weakness, assembles a perimeter of metal
pipes to create a sonic attack, weakening it and allowing Peter to separate
Brock from the symbiote.
Peter activates a pumpkin bomb
and throws it at the hostless symbiote. Brock, having become addicted to its
influence, attempts to save the symbiote, and both are vaporized. Marko
explains that Ben's death was an accident that has haunted him and that
everything he has done was to help his daughter; Peter forgives Marko, allowing
him to escape. Harry and Peter reconcile before Harry dies from his injuries.
Sometime later, Peter visits Mary Jane at the jazz club. They embrace and share
a dance.
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