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ot Peter Parker plans to propose to Mary Jane Watson, who has just made her Broadway musical debut. While the two stargaze in Central Park, a meteorite lands nearby and an extraterrestrial symbiote follows Peter to his apartment by attaching to his motorbike. Harry Osborn, knowing Peter is Spider-Man, seeks to avenge his father Norman's death. Using his father's performance-enhancing gas and Green Goblin technology, he battles Peter, eventually getting knocked out and developing partial amnesia. Meanwhile, police pursue escaped convict Flint Marko, who visits his wife and sick daughter before fleeing again. Falling into an experimental particle accelerator that fuses his body with the surrounding sand, he gains the ability to control sand and reform his body with it, becoming Sandman. During a festival, honouring Spider-Man for saving Gwen Stacy's life, Peter kisses her to please the crowd, angering Mary Jane. Simultaneously, Marko robs an armored truck, and escapes after easily defeating Spider-Man. NYPD Captain George Stacy, Gwen's father, informs Peter and his aunt May that Marko is uncle Ben's true killer; the initial suspect, the deceased Dennis Carradine, was Marko's accomplice. At his apartment, as Peter sleeps in his Spider-Man suit while waiting for Marko to come out of hiding, the symbiote assimilates the suit. Peter later awakens on top of a building, discovering that the symbiote has colored his suit black and enhanced his powers; however, it also brings out a darker side of his personality. Spider-Man locates and battles Marko in a subway tunnel. Discovering that water is Marko's weakness, he opens a pipe, releasing water that reduces Marko to mud and washes him away. Peter's changed personality alienates Mary Jane, who is struggling in her career because of her show receiving negative reviews from critics. She shares a tender moment with Harry, but leaves in regret. Urged by a hallucination of his father, Harry recovers from his amnesia and forces Mary Jane to break up with Peter. After Mary Jane tells Peter she loves "somebody else," Harry meets with Peter and claims to be that person. Under the influence of the symbiote, Peter later confronts Harry over this and spitefully tells him that his father never loved him. As Peter leaves, Harry throws a pumpkin bomb at him, who deflects it back, disfiguring Harry's face. At the Daily Bugle, Peter exposes rival photographer Eddie Brock, whose fake photos depict Spider-Man as a criminal. Publisher J. Jonah Jameson fires Brock and promotes Peter to staff photographer. Later, Peter brings Gwen to a jazz club, where Mary Jane now works. Peter passionately dances with Gwen in front of Mary Jane, in order to make her jealous. Gwen, realizing this, apologizes to Mary Jane and leaves. After assaulting the bouncers and accidentally hitting Mary Jane, Peter finally realizes that the symbiote is corrupting him. Retreating to a church's bell tower, and realizing the high-pitched sounds of clanging metal weaken the creature, Peter removes the symbiote. However, Brock follows him and becomes the symbiote's new host. As Venom, Brock locates a still-living Marko and convinces him to join forces to kill Spider-Man. Brock abducts Mary Jane and holds her captive from a web high at a construction site, intending to kill her in revenge for Peter ruining him, while Marko keeps police at bay. After Harry refuses to help Peter, Harry's butler finally tells Harry the truth about Norman's death and that it was not Peter's fault. While Brock and Marko pin Peter down, Harry arrives with his Green Goblin technology to help Peter and save Mary Jane. Brock attempts to impale Peter with Harry's glider, but Harry jumps in and is impaled himself. Peter, remembering the symbiote's wea
