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| - The film opens with Spider-Man foiling a plot by Quentin Beck, a Hollywood special effects artist and professional illusionist who was fired from the set of an upcoming blockbuster film. Beck has taken those involved in his firing hostage on a sound stage, but Spider-Man intervenes and saves them, wrapping Beck up in his webs. Peter Parker is planning to propose to Mary Jane Watson and Aunt May gives him her own engagement ring to do so. His former best friend, Harry Osborn, refuses to be his best man, still blaming Peter for his father's demise. Unbeknownst to Peter, Harry is plotting his revenge using his father's Goblin technology. A meteorite crashs in Central Park and attaches itself to Peter's moped, unknown to Peter. In prison, Quentin Beck orchestrates an escape and breaks out, creating the mantle of Mysterio for himself, and dedicates himself to making Spider-Man's life hell. During a festival held in Spider-Man's honour, Mysterio orchestrates an armoured truck robbery and engages Spider-Man in combat, but dissappears in a puff of smoke. Peter jumps away from the truck before it explodes. That night, Peter is in turmoil over the menace of Mysterio. While he sleeps, the alien symbiote bonds with him. He wakes to find himself wearing a sleek new black suit and his powers have improved. He welcomes the mysterious new costume. However, the suit begins to negatively affect Peter's personality. He alienates MJ, he finds solace in Harry's arms. He learns that another reporter at the Daily Bugle, Eddie Brock, is doctoring photos which show Spider-Man as a criminal, which pleases J. Jonah Jameson. However, after Peter exposes him, Jameson is forced to print a retraction, so he fires Eddie. Peter then chases Mysterio into the sewers, where he looses himself to rage and bursts a water tank, leaving Mysterio to drown. Unknown to Peter, Mysterio fakes his death and escapes. Harry decides to make his move for revenge and forces MJ to break up with Peter, telling him that she loves someone else. Peter meets Harry at his home, where Harry tells him that he is the other man. Still influenced by the suit, Peter flies into a rage and attacks Harry. Harry manages to throw a pumpkin bomb at Peter, but Peter throws it back in time and it explodes, scarring half of Harry's face. Horrified by his recent actions, Peter flees to a church tower. Eddie is also at the church, distraught and praying for Peter's death. Peter tries to remove the suit, and accidentally strikes the church bell. The loud noises weakens the symbiote, allowing Peter to rip it off and throw it down the tower. It actually lands on Eddie below and merges with him. Back as Spider-Man, Peter finds himself on the way to rescue someone from a burning building. The trapped person turns out to be a disguised Mysterio and a final brawl between the two ensues, ending when Mysterio falls through the burning floor to his death. Peter then escapes before the building burns to the ground. Eddie hijacks MJ's cab and holds her hostage at a construction site. Peter arrives and encounters Eddie. Harry watches the incident on the news and finally decides to get the Goblin equipment and help Peter. He flies to the site and saves MJ and then intervenes in Peter and Eddie's fight before Eddie back win. However, Eddie retaliates and fatally wounds Harry. He tackles Peter and they both fall over the edge, continuing to fight while tumbling through the air. Peter manages to swing away on a web in time, while Eddie falls onto some spikes and is impaled to death. Peter and MJ rushes to Harry's side, where he and Peter make amends before Harry dies of his wounds. After Harry's funeral, Spider-Man is seen swinging across New York.
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