Jim Hawkins (Joseph Gordon-Levitt) and Anya (Meg Ryan) seem to finally be on the right track in their complicated relationship, but trouble looms for the superhero and his lover. Jim's Spider-Man suit turns black and takes control of him, not only giving Jim enhanced power but also bringing out the dark side of his personality. Jim must overcome the suit's influence as two supervillains, Nightmare and Venom Rex, rise up to destroy him and all those he holds dear.