Full story
Peter Parker is on a roll. The city loves Spider-Man, college is going well and he plans to propose to Mary Jane right after her Broadway debut. One night in Central Park, a meteorite lands near them and a living black goo latches onto Peter's moped without him noticing.
Harry Osborn still blames Spider-Man for his father's death. Using the Green Goblin's gas and gear, he attacks Peter, but falls off his glider, hits his head and loses his recent memories. Meanwhile, escaped convict Flint Marko falls into a particle accelerator and becomes the Sandman, able to turn his body into sand. The police tell Peter that Marko was the one who shot Uncle Ben. Mary Jane, for her part, gets fired from the musical and feels alone, because Peter only talks about himself. At a public ceremony, Spider-Man kisses Gwen Stacy, the girl he saved days earlier, and MJ watches the whole thing.
The symbiote bonds with Peter while he sleeps and his suit turns black. He gets stronger and meaner. He fights Marko in the subway, bursts a water pipe and thinks he has killed his uncle's murderer. Harry gets his memory back and forces MJ to break up with Peter. The two friends fight, and Peter scars Harry's face with his own pumpkin bomb. Peter also exposes Eddie Brock, a Daily Bugle photographer who faked his shots, and Brock gets fired. At the jazz club where MJ works, Peter brings Gwen to make her jealous and ends up hitting MJ by accident.
Scared of himself, Peter climbs into a church bell tower. The ringing bell weakens the symbiote and he tears it off. The creature drops onto Brock, who was praying right below, and Venom is born. Brock teams up with Marko and they kidnap MJ.
Harry refuses to help at first, until his butler tells him Norman died by his own glider. He shows up just in time and fights at Peter's side, but is fatally wounded jumping in front of a blow from Venom. Peter separates Brock from the symbiote with the clanging of metal pipes and throws a pumpkin bomb. Brock dives after the creature and dies in the blast. Marko explains that the shot that killed Ben was an accident, and Peter forgives him. He drifts away on the wind. Harry dies with his friends beside him. After the funeral, Peter goes to the jazz club and he and MJ dance in silence.