Two years have passed, and the mild mannered Peter Parker faces new challenges as he struggles with "the gift and the curse", desperately trying to balance his dual identities as the web slinging superhero Spiderman and his life as a college student. To narrated by his secret, Peter find that his relationships with all those he holds dear are in danger of unraveling . His life long yearning for M.J becomes even stronger as he fights the impulse to reveal his secret life and declare his love. His friendship with Harry Osborn is complicated by the young Osborn's bitterness over his father's death and his growing vendetta against Spiderman. Even Peter's beloved Aunt May who has fallen on hard times after the death of Uncle Ben, begins to have doubts about her nephew Peter's life is about to become even more complicated as he encountered a formidable new foe-Dr. Otto Octavius. Peter most use all the powers at his disposal to try to stop this diabolic made.