Peter Parker finally manages to strike a balance between his devotion to M.J. and his duties as a Super Hero. But there is a storm brewing on the horizon. As Spider-Man basks in the public's adulation of his accomplishments, Peter is pursued by Gwen Stacy, who rivals M.J. for his affections. Peter becomes overconfident and starts to neglect the people who care about him most. His newfound self-assuredness is jeopardized when he faces two of the most feared villains ever, whose unparalleled power and thirst for retribution threaten Peter and everyone he loves.