Peter Parker is having a rough time. His double life as the superhero Spider-Man is having a devastating impact on his civilian life.  Things are so bad he declares that he's quitting, and never putting on the suit again. However, his sense of duty forces him to become a hero again when the brilliant scientist Dr. Otto Octavius is deformed in an accident and becomes Dr. Octopus. With four metal tentacles sticking out of his back, he'll prove to be a more than worthy opponent for Spider-Man.