Peter Parker is finally happy: he is doing well at the school, girlfriend MJ Watson loves him, and the whole city loves Spider-Man, finally bestowing upon him the praise he so rightly deserves. But peace may not be possible for a superhero. Harry Osborn has taken up his late father's mantle--becoming The New Goblin, bent on revenge. Uncle Ben's real killer, Flint Marko, has been transformed into the Sandman. An alien symbiote has attached itself to the Spider suit, turning it black, enhancing its powers, and warping Peter's personality. When Peter finally overcomes the contaminated suit, it infects rival Bugle photographer Eddie Brock, who becomes villain Venom. In this battle, Peter must conquer his personal darkness as well as Spider -Mans foes, free the compassionate hero within, and trade teenage self-absorption for adulthood.

Peter Parker has finally managed to strike a balance between his devotion to M.J. and his duties as a superhero. But there is a storm brewing on the horizon. When his suit suddenly changes, turning jet black and enhancing his powers, it transforms Peter as well, bringing out the dark, vengeful side of his personality that he struggles to control. Under the influence of the suit, Peter becomes overconfident and starts to neglect the people who care about him most. Forced to choose between the seductive power of the new suit and the compassionate hero he used to be, Peter must overcome his personal demons as two of the most feared villains yet, Sandman and Venom, gather unparalleled power and a thirst for retribution to threaten Peter and everyone he loves.