Peter Parker continues to struggle to balance his dual identities as the web-slinging superhero Spider-Man and his life as a college student. He finds that his relationships with all those he holds dear are in danger of unraveling. Life is about to become even more complicated as he encounters a formidable new foe -- Dr. Otto Octavius. Peter must use all the powers at his disposal to try to stop this diabolical madman in his octagonal tracks.