"Peter Parker has begun to feel secure in his life and plans to propose to Mary Jane. One night in a park, while Peter and Mary Jane are on a date, a small meteorite crashes nearby, and an alien symbiote oozes out, attaching itself to Peter's moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator which transforms him into a shape shifting sand manipulator. Peter's best friend, Harry Osborn, who seeks vengeance for his father's death, which he believes Peter caused, attacks him. The battle leaves Harry with short-term amnesia, making him forget his vendetta.
Later, during a festival honoring Spider-Man for saving Gwen Stacy’s life, Marko attempts to rob an armored car, and overpowers Spider-Man. Captain Stacy later informs Peter and Aunt May that Marko is the one who killed Ben Parker, and a vengeful Peter waits for Marko to strike again. The symbiote bonds with his costume while he is asleep; Peter discovers that not only has his costume changed, but his powers have been enhanced as well. The black suit also alters Peter's personality, making him more violent, exemplified by a near lethal attack on Marko during a battle underground.
Affected by the suit, Peter exposes and humiliates Eddie Brock, Jr., a rival photographer at the Daily Bugle, who sells fake pictures of Spider-Man. The shift in Peter's personality alienates Mary Jane, whose stage career is floundering, and she finds solace in Harry. Harry then recovers from his amnesia and forces MJ to break up with Peter. After Mary Jane leaves Peter, stating she is in love with another man, Harry meets him at a restaurant and claims to be the other man. Later, Peter finds him at the Osborn mansion. With the help of the black suit, Peter is victorious in a brutal fight, which leaves Harry's face disfigured.
In an effort to make MJ jealous, Peter brings Gwen to the nightclub where Mary Jane works and gets into a fight. In the scuffle, he accidentally knocks MJ to the floor. Peter realizes the symbiote-suit is changing him for the worse. He runs out of the nightclub and goes to a church bell tower to be rid of it. Initially he is unable to pull the suit off, but the sound waves from the church bells weaken the symbiote, freeing Peter. Eddie Brock is at the same church, praying for Peter’s death, and the symbiote falls from the tower and takes over his body. The newly powered Eddie finds Marko and suggests that they join forces to destroy Spider-Man."
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