Two years have passed, and Peter Parker struggles to cope with the demands of life as a college student, a Daily Bugle photographer, and a crime-fighting Super Hero. But it hasn't gotten any easier. Condemned by the press, tormented by secrets he can never reveal, forced to give up the girl of his dreams---at times the lonely burden of Spider-man seems almost too great to bear…and the temptation to give up grows stronger by the hour.
Enter the archfiend Doc Ock, armed with a lethal invention powerful enough to destroy half the city. If Spider-Man doesn't stop Doc Ock, it could be the end of the Big Apple. With millions of lives hanging in the balance, high above Manhattan's glittering skyline Spider-Man confronts his destiny, his fiercest enemy, and himself.