Needing the expensive metal to finish his machine, Doc Ock goes to Harry to get it. But in exchange for the metal, Harry wants Ock to bring Spider-Man to him in order to avenge his father, Norman. Ock kidnaps Mary Jane and tells Peter to bring him Spider-Man or he'll kill her. After this, Peter gets his powers back and "steals" his suit from Jameson's office. When he finally meets with Ock, a fight insues, in which Peter loses his mask. After Ock steals the breaks from a train, Spider-Man uses his all of his strength to stop it from going off of an unfinished track, which exhausts him. Before he is able to collapse, the passengers gently bring him into train where they all see his face. They also return his mask promising to keep his identity secret. Doc Ock breaks things up, however, by knocking Spidy out and bringing him to Harry. When Harry discovers the Peter is Spider-Man, he is left in shock but tells him where to find Doc Ock and MJ. Upon finding them Peter gets into a fight with Ock and after convincing him to destroy his machine before it destroys the city, Peter saves MJ from being crushed by the slowly crumbling building. She then realises that Peter is Spider-Man and they make it out just in time. But Ock doesn't. Peter tells her that he can't be with her because of the risks involved. Back at the Osborn mansion, Harry is still haunted by his father's spirit. He then discovers his father's old Goblin suit, pumpkin bombs, and glider. MJ decides not to marry Jameson's son and runs to Peter's apartment. She then tells Peter that she wants to be with him instead and they seal the deal with a kiss. They then hear the sound of sirens outside and she watches as he swings off into the sunset, knowing full well what she's gotten herself into.