Peter Parker, a.k.a. Spider-Man is desperately trying to balance his dual identities. Peter's life becomes even more complicated when he confronts a new nemesis, the brilliant Otto Octavius (Alfred Molina), who has been reincarnated as the maniacal and multi-tentacled "Doc Ock". He realizes he must decide between being who he once was or retaining his secret identity to stop "Doc Ock" and save New York City from destruction.