Peter Parker (Tobey Maguire) is struggling with the realisation that his superhero alter-ego is alienating him from everyone that he loves. His best friend, Harry (James Franco) is burning over his father's death at the hands of Spidey. His girl friend Mary Jane (Kirsten Dunst) is fed up by Pete's inability to commit to her. As Spider-Man, he has to deal with a new enemy, Otto Octavius...

Peter Parker (Tobey Maguire) is struggling with the realisation that his superhero alter-ego is alienating him from everyone that he loves. His best friend, Harry (James Franco) is burning over his father's death at the hands of Spidey. His girl friend Mary Jane (Kirsten Dunst) is fed up by Pete's inability to commit to her. As Spider-Man, he has to deal with a new enemy, Otto Octavius (Alfred Molina), a brilliant fusion engineer whose experiment ends up making him a maniac. Watch the film to see how he deals with his many problems.