When a failed nuclear fusion experiment results in an explosion that kills his wife, Dr. Otto Octavius is transformed into Dr. Octopus, a cyborg with deadly metal tentacles. Doc Ock blames Spider-Man for the accident and seeks revenge. Meanwhile, Spidey's alter ego, Peter Parker, faces fading powers and self-doubt, with Tony helping him in trusting his identity. Complicating matters are his best friend's hatred for Spider-Man and his true love's sudden engagement to another man. But more help comes with Mysterio, a.k.a. Quentin Beck uncovers the truth of the death of Norman Osborn.