Based on the legendary Marvel Comics series, Peter Parker finally finds the balance between his passion for Mary Jane and his superhero duties. However, a storm is brewing on the horizon. When Peter's Spider-Man suit suddenly changes, turning black and enhancing his powers, Peter begins to change too. Under the suit's influence, Peter becomes arrogant and overconfident, neglecting those he cares about most. As the two most feared villains ever, the Sandman and Venom, gain unique powers and burn with vengeance, Peter fights his greatest battle within himself. Spider-Man will need to rediscover what makes him who he is, what makes him a hero: compassion.