College senior Peter Parker is bitten by a radioactive spider during a cyclotron experiment run by his brilliant but unstable professor, Otto Octavius. The accident fuses mechanical arms to Octavius's body, driving him insane as he pursues his "anti-force" theory. Meanwhile, Peter discovers he now possesses superhuman strength, agility, and wall-crawling abilities. Urged by a talent agent, Peter dons a costume and becomes "Spider-Man" for quick cash, but his newfound fame brings little reward. When Octavius steals Peter's planetary-conjunction research to power a doomsday experiment that could destroy the universe, Peter must embrace his heroic identity, defeat his former mentor, and prove that with great power comes great responsibility.