Two years of being Spider-Man is really starting to catch up with Peter Parker. He now attends Empire State University and his alter-ego is starting to cut in on his social life. His powers are also cutting off on him from time to time. He's invited by Harry Osborn, his best friend and new CEO of Oscorp, to attend an experiment conducted by famed Dr. Otto Octavius. The experiment, which was to create the power of the sun, required Octavius to where four mechanical arms his back, but it goes terribly wrong. During the chaos Octavius' wife is killed and the arms malfunction making them stuck to his body and leaving him completely out of control of them. After Peter misses Mary Jane's play she gets mad and tells him that she's getting married to J. Jonah Jameson's son, John. To top things off, Peter finally tells his Aunt May that he was responsibly for Uncle Ben's death, which she doesn't take very well. Meanwhile, Doc Ock is trying to rebuild his machine. So he creates a scene at the bank to get the money he needs for the parts. Thinking that he isn't meant to be Spider-Man, Peter throws away his costume in order to live out a normal life. Without Spider-Man around, crime in the city skyrockets.