Choice. Sacrifice. Destiny.

Two years have passed since the mild-mannered Peter Parker (Tobey Maguire) walked away from his longtime love Mary Jane Watson (Kirsten Dunst) and decided to take the road to responsibility as Spider-Man. Peter must face new challenges as he struggles to cope with 'the gift and the curse' of his powers while balancing his dual identities as the elusive superhero Spider-Man and life as a college student. The relationships Peter holds most dear are now in danger of unraveling as he clashes with the powerful, multi-tentacled villain Doctor Octopus aka "Doc Ock" (Alfred Molina).