As we previously left off in SPIDER-MAN 3 , Peter and M.J trying to mend their relationship and Peter has finally found his balance of being Spider-Man and himself, but Peter finds he feels some guilt over Harry's death and he visits Harry's grave to wonder if it was the right choice for Harry to sacrifice himself. Peter, though, is now thinking of re-attempting to propose to M.J, since the first time didn't go successfully and him and M.J now are better than ever. But for Dr. Curt Connors, with his deformed arm and his now discovered decreasing health, he attempts to cure himself by building a machine that uses animal DNA for better genes and at first, it's successful: his arm grows back and his health becomes increasingly better. As Peter bonds a likely friendship with Connors after helping him find the black symbiote's weakness, he notices Connors to becoming aggressive, acting strange toward his students and colleagues until one night and he begins looking noticeably different until one night, he transforms into The Lizard after a horrendous breakdown. Upon discovering his mentor has become dangerous and a monster, Peter becomes depressed over losing Connors and to make matters worse, Aunt May has become terminally ill and may die. As Peter hangs up the suit for a while to get close to Aunt May and spend some time with M.J, he wonders if he should reveal his true identity to Aunt May of him being Spider-Man, but something terrible happens to Peter. As he discovers, he has contracted a spider-mutation for his alternating DNA from the spider-bite and learns he may turn into something like never before, a spider-creature. Then, a Hollywood F.X guy named Quentin Beck comes to N.Y.C and to gain publicity, he sets up ads and campaigns around New York City , especially in the Daily Bugle for a challenge against and to humiliate Spider-Man in a series of games. As Peter becomes irritated from the constant harassing, he agrees to Beck's contest and wins over Beck; only to upset J. Jonah Jameson from watching Spider-Man be defeated and Quentin Beck, with anger and embarrassment over his own disappointing humiliation, he vows to get revenge on the Web-Slinger for it after he's fired from his special F.X job. Filled with anger, depression and the thought of his mother-figure dying and not telling her his identity, Peter falls to his knees and looks up at Uncle Ben's picture on his dresser in pity and sadness. Peter and M.J go to the hospital to visit Aunt May, but as they begin to leave, they're astonished to see Eddie Brock jr., scarred and slightly burned from the explosion. As Peter tries to mend a friendship over being rivals, Eddie accepts and explains when the bomb ignited, the symbiote threw Eddie in the air and into another part of the construction site, but then he says the N.Y Police Department is thinking of putting him into prison upon discovering he was Venom and also for his fake-editing for the Daily Bugle. As Peter and M.J leave and go out that night, they meet Gwen Stacy (Peter's old love-interest) and they talk and have fun, but when Peter, Gwen and M.J and others hear sirens and panic on the streets. Peter disappears, then as M.J and Gwen step outside, they see a squad-car come toppling towards them and smashing into the building, then Spider-Man appears. As Spider-Man and The Lizard engage in their first battle, the Web-Slinger tries to maneuver the Lizard with several attacks, but is taken down easily in a few, hard hits and being thrown through into a semi-truck's path, then The Lizard escapes into the darkness. Swinging off upon the tall buildings to change back into his clothes, Peter looks back at the streets while he's looking for M. J and Gwen, when all-of-a-sudden, he drops to his hands and knees in extreme pain,he hears sirens, then he suits up and as he swings into the city, M.J watches him fly away. Once in the city, he sees bizarre alien-cyborgs hovering around the city and as he gets knocked around, he finally disables, but then we see another one zoom at Spidey, knocking him through a window and into debris. As it tries to take out Peter, he webs it and destroys it, but then we see a weird glowing figure - Mysterio, but as Spider-Man tries to stand up, he tosses a gas-bomb at Spidey, rendering him unconscious. As Peter thinks he's awakening from being knocked out by the gas, he finds himself hanging upside down in the black symbiote suit, As he's now being tortured by altered occurrences like Harry letting Peter die in the battle with Sandman and Venom, previous battles where Peter loses himself to the symbiote and losing M.J in his fights and a nightmares involving Aunt May telling Peter he's the reason she's dying Uncle Ben torturing Peter, saying he's a disgrace for letting Flint Marko kill him; But he somehow overcomes it. Awakening, Peter find his mask is removed and discovers that Mysterio knows who he is, but he puts it on and swings off to find Mysterio.He then sees a strange force-barricade around the Statue of Liberty and as he gets to it by swinging on helicopters, he finds Mysterio atop it. As Peter disengages the force-field, Peter tries to attack Mysterio, but he falls to his knees.Then suddenly .......a Nightmare occurs..........--VENOM ............he breaks mysterios *fishbowl..* and throws him in the middle of the ocean.....killing Mysterio..........This time Venom was far more powerfull and revengeful from peter.Spidey fights back but gets loss, venom swings back leaving spiderman on the Statue of Liberty..Now peter knew that eddie is venom and will do anything to ruine his life....next sunday morning peter goes to Gwen's home but in the route lizard pulls him in the sewers.........now pete dont get time to wear his costume so there comes a fight ....PETER vs LIZARD.........................................after a huge war.......... Lizard runs....Peter manages to slip out and goes after Connors as Spider-Man. While trying to communicate with him, they end up on a subway fighting both inside, outside, and underneath it. Finally, Spider-Man falls off the train and Connors escapes. Spider-Man returns to the lab and is given a gene cleanser from Martha which must be administered to Connors orally. He then goes off to Bronx Zoo, where Connors is reportedly at.Spider-Man enters the lizard room where Connors has taken refuge. Connors knocks him out.Spider-Man comes up with a plan to trick him into the pond. They almost succeed when Connors is alerted by Spider-Man's cellphone ringing. Billy then arrives and tries to talk some sense into his father, but it is useless and Spider-Man leaps in to get Connors into the pond. Spider-Man pours the cleanser into the mouth of Connors who, as a result, returns to normal, his arm lost once more.Mac Gargan, a small-time crook who is down on his luck, strikes a deal with JJJ to eliminate spidey. Gargan is taken to the lab of Dr. Farley Stillwell, where he is transformed into the supervillain Scorpion. This was inspired by the fact that scorpions are natural predators of spiders. Spider-Man meets the Scorpion in battle but is unable to elude him. However, just as Jameson orders the Scorpion to unmask Spider-Man, Gargan realizes that the publisher has turned him into a monster. He continues to mutate and starts losing more and more of his humanity. In a fury, he kidnaps Jameson. Spider-Man succeeds in rescuing the publisher, but the ever-stubborn Jameson announces that he will not accept him as a worthy ally. Mac Gargan is caught and imprisoned. Spider-Man soon came across R.H.I.N.O. and Shocky. While Spider-Man was able to easily defeat The Rhino, Shocker managed to get the upper hand. However, an unknown 'ally' arrived and defeated the two villains himself. The new 'ally' proved to be eddie,Spider-Man attempted to reason with Brock, but Venom webbed up Spider-Man and removed the hero's mask high over a crowded street. Venom allowed Spider-Man to live, haunting his every step. Venom ruined a date with MJ and menaced Spider-Man's aunt, so Spider-Man decided to fight back. He put some archives newspaper pages, featuring Brock's firing of Daily Bugle.
Spidey sets a trap for the villain near a space shuttle launch.He lures Venom to come and have a fight.Eddie comes to the point.....
Spidey: Eddie...! Its not u its the suit.Let it go....
Eddie:U'll say that woudn't you...
Spidey:I know how it feels like....it feels gud.The power .Everything.....But u lose urself.....let it go
Venom:...I lyk being bad......It makes me happy......
Venom grabs on spidey's neck and throws him away....Spidey shoots webs on Venom's chest but with no success.....Venom pounces on Spidey and removes his mask.
At the same moment media arrives for the launch of space shuttle....but is surprised to see Venom holding spidey....unmasked......Spidey's true identity is revealed to the city.....
While eddie looks towards the camera..spidey webs his face and escapes from eddie's grab......Venom follows spidey to the Space shutlle where Venom hits spidey and while going to pounce on him.....a noise of the siren is heard.....Venom gets miserable....due to the noise...and spidey gets a chance to knock down eddie....Spidey jumps in the air and webs the costume and pulls it off of eddies body.....and sticks it to the rocket.....the costume goes off with the space....
Eddie is captured and taken to Ravencroft Asylum.
Peter immediately goes to the hospital to see aunt may.....
Aunt may: U'r here Peter....Where have u been I was waiting 4 u...
Peter:I want to tell u something aunt May
Aunt:Im all ears...
Peter:...During our college visit to the Oscorp....I was bit by a spider.....a radioactive spider...Due to this...I got some powers....superpowers.....of a spider...After few days I needed a car to impress Mary Jane....so i registered to defeat a wrestler in 3 mins so that i cud get the amount.....I defeated him.....But then...i didnt got as much amount as promised.So i just exited from the office when suddenly a thug came running after robbing the managers money...I was angry on the manager so i let the thug go.....But then Aunt May....that burglar killed Uncle Ben.....So i thot of finding him to get to know why he did this.I went to him....But after much of anger too....i didn't kill him....I left him that way.....And that day i thot of helping the citizens and playing a role of a superhero...so i decided to be..Spider-Man.................Im sorry aunt may....this all happened due to me. Im the reason for a million deaths.....
Aunt:.....Peter....you were never a dissapointment for me or uncle Ben....Someone sitting at the top of the world has chosen you to clear crimes in this city....U r not the one responsible for this...No....ur here coz this city needs u,..a superhero.....This City needs SPIDERMAN.....
By saying this all of a sudden Aunt May's eyes are closed....She dies.....
Peter cries for long...and promises himself to guard this city from all sort of crimes till he lives....
