Peter Parker is going through a major identity crisis. Burned out from being Spider-Man, he decides to shelve his superhero alter ego, which leaves the city suffering in the wake of carnage left by a brilliant scientist named Doctor Otto Octavius, who becomes the evil Doctor Octopus (aka Doc Ock) after an accident causes him to bond psychically with mechanical tentacles that do his bidding. In the meantime, Parker still cannot act on his feelings for Mary Jane Watson, a girl that he has loved since childhood.