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On a detour to Empire State University, Peter meets his father's lab partner Curt Connors. In observing radiation, Peter is bitten by a spider exposed to the radiation and develops super spider powers and becomes a wrestler, but his option changes when he lets Walter Hardy get past him who shoots and kills his Uncle Ben. After he is arrested, Peter, as Spider-Man, fights crime, including the Electro monster Max Dillon, his former friend.

Oscorp takes an interest in his powers and sets Hunter Killers to steal his DNA which he defeats before chasing down the Big Man Toomstone's operatives Shocker and Vulture. Soon after, Doctor Connors uses a lizard formula to regrow his arm, which results in him turning into the Lizard and attacking Harry Osborn, Peter's best friend. Eventually, he is forced into the sewers of which Spider-Man can't stop.

A meteorite later crashes on him, changing his suit to black and having him team up with the Black Cat to fight Chameleon disguised as Spider-Man, eventually succeeding in defeating him and his allies: Quentin Beck, Mysterio and the Enforcer and new Shocker, Montana. Later, he and Scorpion are forced to team up against the spider Hunter Killers, but Mac goes against him and Spidey rips off his tail. He later finds Kraven the Hunter and Calypso hurting the Lizard. Spidey defeats Kraven, Calypso and a powered up form of Lizard, but almost kills him. After he does things against his own will, he removes the alien suit and takes it to Connors' lab, where it accidentally bonds to Eddie Brock.

At Oscorp, Norman makes Otto Octavius' robotic arms fuse to his skin, turning him into Doctor Octopus. He attacks Spidey at a fair and almost kills the bully Flash Thompson's girlfriend Liz Allen and he makes Spider-Man surrender himself for her and he takes his DNA. However, he is caused to fall to the bottom of the ocean when one of his devices explodes.

Meanwhile, Norman gets ahold of his sample and forces Mendel Stromm to use it on himself in a fusion with the symbiote sample, causing him to become the Green Goblin, injure Stromm and kill the Big Man's General Slocum. In so, Spidey runs into Venom, a combination of Eddie Brock and the symbiote and the Sandman, Flint Marko fused to sand with his DNA in the sewers. Doctor Octopus emerges from an Oscorp lab 100 feet under the east river and Spider-Man takes on all four of them with Electro and Shocker, the first four he beats and then takes Doctor Octopus down before confronting Green Goblin on a bridge. He almost kills several people and Spider-Man's mask rips, eventually causing him to be unmasked and accidentally killed by his own Goblin Glider.

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