Spider-Man can defeat supervillains and criminals, but can he win the fights that really matter?
The story begins when Mary Jane turns down Peter's wedding proposal. “The only time you’re there for me is when my life is on the line,” she says. Peter also has to let MJ into his life, even the parts that will make her worry. “You and Spider- Man aren't two separate people. Don't act like what happens in one part of your life doesn't affect the other.”
Aunt May tells him that he has to fight to make a relationship work. But May has her own fight. She develops a rare blood disease. It’s made worse by Peter spending so much time as Spider-Man that he misses picking up her medication in time. On her hospital bed, May tells Peter that she knew he was Spider-Man this whole time, and that he should be proud of who he is. She gives him the inspiration to do what has to be done.
Peter drops everything to be with MJ, helping her get her career back on track. It’s still a rocky road, but he’s going to put her first.
Instead of Spider-Man having to beat up a super villain to save someone’s life, Peter Parker goes into a lab to save his aunt’s life. He works beside his professor, Dr. Curt Connors.
However, Connors has discovered a way to grow his arm back using lizard DNA. The procedure is a success as far as Connors is concerned, because he doesn’t remember the times he blacks out and becomes the Lizard. He holds a press conference advertising his procedure and he is mobbed by amputees wanting his help. Before long, New York is crawling with dozens of lizards, all of which are controlled by the first and most powerful one. Each henchman lizard has slightly different powers, like spitting venom, chameleon scales, and even wings stretching from their arms to their hips.
Peter tells Connors what he’s been turning into. Together, they perfect a serum that will not only save Aunt May’s life, but also keep Connors from turning. There’s a problem: If Connors takes the serum as the Lizard, he will stay as the Lizard forever. Just as Pete is about to take the serum to Aunt May, Connors changes into the Lizard and steals it from him.
Spider-Man battles the Lizard in a lab he built in the sewer, scientific equipment falling all around him. As Spidey forces the Lizard to flee, a huge piece of equipment pins him in rapidly rising water, the serum just out of reach. Summoning all his courage and turning it to strength, Spider-Man slowly lifts the heavy machinery off his back.
He saves May but the Lizard is still at large, and making more mutants. Their final showdown begins at the Connors’ home, and spills into the streets. They fight while leaping on moving trucks and a car carrier careening out of control.
Mary Jane gets to play the hero. She tricks the Lizard during the final fight, saving Spider-Man’s life. Earlier, when May collapses at home, she’s the one who gets her to the hospital.
Mary Jane proposes to Peter in the hospital, and he accepts. Aunt May puts up her hands and says “Finally!”
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