Two years have passed, and the mild-mannered Peter Parker (Tobey Maguire) faces new challenges. His life-long yearning for M.J. (Kirsten Dunst) becomes even stronger as he fights the impulse to reveal his secret life and declare his love. His friendship with Harry Osborn (James Franco) is complicated by the young Osborn's bitterness over his father's death and his growing vendetta against Spider-Man. Peter's life is about to become even more complicated as he encounters a formidable new foe -- Dr. Otto Octavius (Alfred Molina). Peter must use all the powers at his disposal to try to stop this diabolical madman in his octagonal tracks.