Peter Parker seems to be your average college student, but he just can't seem to catch any kind of a break. As far as his personal life is concerned, being Spider-man has brought him nothing but problems. Not only that, Mary Jane is engaged to astronaut John Jameson, and Peter is affraid that he may lose her forever. Pushed past his breaking point, Peter decides that he doesn't want to be Spider-man anymore. But a freak accident to Dr. Otto Octavius transforms him into Dr. Octopus, a super-villain with four metal tentacles coming out of him. Peter realizes that only Spider-man can stop him. Mary Jane gets caught in the middle. Harry Osborn is still wanting Peter dead and continues to blame him for the death of his father, Norman Osborn (a.k.a. The Green Goblin). Spider-man will have to push himself past his limits if he's going to survive.