Peter Parker';s having a rough time. His double life as the super hero Spider-Man is having a devastating impact on his civilian life. Things are so bad he declares that he';s quitting and never putting on the suit again until a freak accident transforms Dr. Otto Octavius into Dr. Octopus, a super-villain with four metal tentacles protruding from his torso. Peter realizes that only Spider-Man can stop him but, of course, problems arise.