The story begins with Rhino being pulled out of the mental prison when the three smugglers in previous sequences are loaded with high tech taser weapons when security starts firing at them killing two among them when Rhino is left with only Herman Schultz who using a shoker tech knocks down the guards successfully pulling him out.
In the city, Peter recalls the incident of his uncle Ben being shot by William Baker in a street while he was finding Peter. Getting the nightmares he wears his costume and goes out in town to that place to look for some clues but never finds any. Meanwhile, William Baker a gangster on loose tries to escape in a Nuclear reactor site where he gets bombarded with Radioactive sand particles changing his molecular structure into the sand. On waking up he finds himself in a different shape when he calls himself 'Sandman'. Baker decides to use his powers to overpower police in the city.
In Queens, under an old petrol pump gather up, Rhino, Shoker, Vulture, Prowler, and Hobgoblin. They make a plan to kill the Secretary on the command of Kingpin who still in prison is being taken care of by government authorities. Vulture, and Prowler team up to attack the Secretary while, Rhino, Shoker, and Hobgoblin plan to keep Spiderman busy.
Peter busy trying to call Mary goes to the Daily Bugle office where J Jonah Jameson is busy raising Spiderman's image as an enemy of the Police, who killed Captain Stacy. Peter on hearing this resigns from the job giving his last submission of photographs when the trio of Rhino, Shoker, and Hobgoblin attack the office blasting it. Peter saves Jameson when he suits up in front of him revealing him that all this time Peter was Spiderman and Jameson gets shocked. Peter safely carries Jameson away from the office who helps the other staff while Peter gets in clutches of the three. Shocked to see Ned alive and Rhino back he gets nearly overpowered by the three when he still manages to save himself. Meanwhile, Vulture and Prowler enter the office of the Secretary shooting him down.
Peter still busy fighting the three gets knocked down when Shoker is about to kill him they get the call of work being done. And the three leave, leaving the place in complete chaos. Peter goes back to his apartment to see, the news where Secretary is claimed to be dead and the elections being taken again. Stark too calls Peter asking him to go and stay in his hidden house and even bring his Aunt May along with him. Peter gets May along with him when he learns that Mary was living in the neighbourhood of May. Gwen tells Peter that Mary got fired from her job and she came back to the town while Peter is scared of losing from Kingpin.
Baker attacks the police as sandman when Peter sees this in the news when he goes in his search. Sandman and Spiderman battle up each other on the road when Spiderman knocks him down to know that he was the killer of his Uncle Ben. Peter using water supply defeats him and hands him over to the police. Kingpin gets bail when he comes out to participate in elections. He meets his teammates the five bad guys. On TV they see Spiderman fighting Sandman when Kingpin gets one more player in his team. Peter feels happy about taking revenge for his uncle's death. He visits Mary who has forgotten all the differences between them but is not convinced to patch up with him again. Peter feeling sad learns that Kingpin will try to kill him anyhow, so he needs to be on a stronger part. He gets a call from an unknown number when he is shocked to hear the voice.
Kingpin sends for the team to help Baker escape the prison when Kingpin talks to him personally. Baker doesn't do anything when he comes out using his Sandman powers. Baker joins their group when they all plan to kill Peter away forever who is the main problem. Aaron still gets a bit scared when Kingpin threatens him saying that if he doesn't kill Peter, He would kill Miles forever. Aaron is forced to kill him.
Stark in his office finds Kingpin who tells him that his office has been surrounded by the Swat team who would kill him if he runs away or else Kingpin would. He gives Stark 15 minutes to call anyone for help knowing that he would obviously call for Peter. But Stark not wanting to put Peter's life in danger asks Kingpin to shoot. Kingpin shoots Stark off when Stark saves himself jumping off the window where he tries to hang himself when Peter arrives on his rescue, knowing that Kingpin would have surely attacked him. Stark being shot on his arm is comforted by Gwen while Peter faces Kingpin off. Both fight a solo battle where Peter somehow stops Kingpin and the Swat team when from the window he sees, the six villains going for killing Aunt May in their so-called hidden house which Kingpin traced easily.
Peter commands Gwen to go and fetch May as quick as possible and Gwen leaves in her car. Kingpin shoots Peter on his leg while Peter uses a pepper spray. Gwen safeguards May taking her away from the house. While Jameson gets to know about the attack of the six criminals at Peter's house when he sends Eddie Brok to take the report of the situation. The six, knock at Peter's door when Peter attacks them at their back. Eddie clicks his pictures. Mary learns about this attack when she leaves for Peter.
The six overpower Peter easily showing off their strength when Peter makes his way to defeat them one by one. He knocks off Rhino at first and then takes down Shoker. Then he destroys Vulture's wings. Then he is able to shoot Hobgoblin perfectly. He stops Baker too spreading his dust all around in a forest when Prowler takes Peter down. Kingpin arrives at the place when the six still stand up and join together to beat off Peter. May on her way asks Gwen to return when Gwen forcefully has to make a return to their house. Kingpin faints Peter whom he takes into the house and burns it completely. Kingpin and his mates then leave the place leaving Peter on fire.
Peter awakens and tries to escape when Mary, May, and Gwen arrive at the place in Eddie who leaves his camera and tries to put off the fire. Soon the house explodes with Peter flying out. Mary holds Peter's hand who in a nearly dead position asks all of them to keep well. Leaving Mary's hands Peter dies. Peter dies forever.
Kingpin in the next elections wins terminating all the charges from the six criminals he used. While he also gives a fake sugar-coated Tribute to Peter's death. Miles after knowing this falls in regret of not using his powers to save Peter. Here lies Peter Parker.
Will Spiderman Return?
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