Peter Parker is beset with numerous personal problems while Spider-Man confronts the brilliant Dr. Otto Octavius, who has been transformed into "Doctor Octopus" (aka, "Doc Ock"), a multi-tentacled menace.

Nerdy high school student Peter Parker; after being bitten by a radioactive spider, is mutagenically altered in that he can scale walls and ceilings, and he develops a "spider-sense" that warns him of approaching danger. He becomes Spiderman.