Hook:
In this part, we’ll see Spider-Man getting taken over by a strange entity that turns him villainous. We’ll also see Hulk, who loses control of his temper, turns evil, and wants to kill Spider-Man. On top of that, new monsters and villains will appear, so without further ado, let’s get started.
Recap:
The movie begins with Peter Parker sad and depressed after losing his friends to Doctor Strange’s spell in the previous installment. Spider-Man hasn’t tried to remind them of who he is because he knows they’d be in danger if they found out his identity, especially since his Aunt May died for that very reason. Currently, Spider-Man does nothing but fight crime, dealing with vampires and the Hand gang, with his most dangerous enemy being the scorpion-like villain, Scorpion. A police detective named DeWolff, who also doesn’t know his true identity, helps Peter. Later, we see Peter watching videos of his friends Ned and MJ, feeling heartbroken over everything that happened to him. Despite Spider-Man's immense fame in the city, no one knows who is behind the mask. A police alert comes through informing Spider-Man that a tank is destroying the city, so he quickly rushes to the scene. First, he breaks its machine guns and throws web grenades at it, but it still doesn't stop and comes close to crashing into a tour bus. Luckily, Spider-Man shows up at the last second, using his webs to redirect the vehicle and ensure no one gets hurt. However, the bad news is that this isn't his only problem. Just seconds later, Spider-Man gets hit by a transport truck driven by Frank Castle, known as The Punisher. Frank aims a grenade launcher at Spider-Man, telling him to get out of his way and that it's time he stopped meddling in his affairs unless he wants to get hurt. Peter chooses the second option and uses his webs to block the weapon's barrel. Unfortunately, that doesn't stop the projectile, and Frank fires directly into his chest, launching him into the air. Peter lands on an armored car in front of him, then leaps onto Frank's windshield, breaks through the glass, and kicks him out of the vehicle with a flying kick, telling him he’d better go home and leave this work to the superheroes. With Punisher out of the equation, Spider-Man returns to chasing the armored truck, which is about to reach its target: a prison holding the villain Scorpion, who is on the verge of being transferred to another facility. Peter fails to stop them from reaching the prison, but he improvises by flipping the vehicle and tearing off its doors so the prison guards can help him arrest the criminals. The big surprise is that inside the truck, they find a kind old lady who, seconds later, acts like she has no idea where she is or what she just did. Peter notices something strange and sees a flying entity exit the old woman and enter the guard behind her. It then jumps to another fleeing person, repeating this process several times until it reaches the pilot of the helicopter transporting Scorpion. Using the pilot’s authority, it redirects Scorpion’s chopper to another location and waits for Peter to show up. It tries to enter his body, but luckily, Peter manages to repel it, sparking the entity's curiosity. Controlling the pilot, the entity takes a moment to tell him he should have checked the tank before wasting time chasing him. It turns out there were powerful explosives inside the truck's tank with only three seconds left on the timer—a perfect distraction for the entity to escape, leaving Peter bewildered. Detective DeWolff arrives seconds later to tell him that none of this makes any sense regarding the old woman, who doesn't remember a thing, nor does anyone else who acted against their will. Peter confirms to her that something was controlling their minds, though he has no idea what it is, so he decides to go talk to a friend. Shortly after, we see him at a pool where a beautiful woman waiting in the water asks him to take off his suit and join her. We learn she is his contact at the Department of Damage Control, where Peter works for the government. The woman tells him she isn't sure about the mind-control situation, but there were three attacks last month with identical effects. Something odd caught their attention during those attacks: the database was breached by 30 different accounts, all searching for the same thing: V-Max. None of the 30 account holders even knew what it was, yet everyone was looking for it at the exact same time. Armed with more information, Peter decides to visit Damage Control headquarters to meet the director, a man named Bill Masquer, who welcomes Peter into his office. They are the ones responsible for cleaning up all the morning's disasters, and Peter expects them to have answers. During his tour, Peter sees the Samurai warriors—members of the Hand gang he previously fought—now working for Damage Control as their top security team. Peter also notices they've repurposed gear recovered from past battles for the public good, spotting Shocker’s gauntlets enhanced with a few upgrades. The director tells him they are facing an enemy capable of invading and controlling people's minds, adding that he knows the entity tried and failed to control Peter. He finishes by admitting that due to strict protocols, he can't reveal everything, but he is certain Peter is one of the few who can help them defeat this entity, especially since no one else has ever resisted its control. At the end of the day, Peter takes off his suit and visits the cafe where MJ works just to see her, even though she has no idea who he is. There, he receives a call from DeWolff, who informs him that Scorpion escaped from security after a mind-controlled guard helped him break out. However, Peter was one step ahead; he hacked into the police system, set up the city's cameras, and added Scorpion's facial signature to alert him if he popped up anywhere. A few minutes later, Peter's friend Ned—or rather, his former friend—walks in and tries to flirt with the cashier. Even though he does a terrible job, Peter can't hide his joy at seeing his friend act like that. Noticing Ned carrying a large amount of beer, Peter decides to follow him to make sure no one bothers him. Soon, Ned arrives at a packed party. Peter doesn't know anyone there, but he tries to blend in. Inside, he finds a wall covered with photos of Spider-Man sightings and notes guessing his identity; someone was clearly obsessed with unmasking the hero. Moments later, Ned appears and tries to explain his strange board to Peter. It turns out Spider-Man saved Ned and his friends multiple times, turning Ned into an obsessive fan desperate to learn Spider-Man's true identity just to thank him in person. Fueled by this obsession, Ned created an app called "Spider-Tracker," which tracks Spider-Man's recent locations and is downloaded by almost everyone in the city. Ned tells him his research narrowed it down to two suspects. Peter worries, but when Ned reveals them, it turns out to be total nonsense: his suspects are Flash and their teacher. Flash, of course, was the guy who used to pretend Spider-Man was his best friend. At that moment, MJ appears, and Peter can't stop staring at her. When she asks for his name, Peter stammers out a random name and hands her a bouquet of flowers, pretending he brought them for the venue, hoping it gets her attention. Moments later, Ned mentions that MJ went to her first job interview and got accepted, but ended up turning it down because she refused to work for an unethical company, deciding to keep looking until she finds the right place. Peter feels proud seeing his friends and the girl he loves mature so quickly. However, seconds later, Peter is crushed when he sees that MJ has a boyfriend. Watching them kiss hurts more than any battle he has ever faced. Overwhelmed, Peter runs up to the roof and leaps off, hoping it’s all just a nightmare, but reality sets in. As he swings through the city, he can't help recalling every moment they shared when they promised to love each other and never part. But that is all in the past, and he must accept the price of his sacrifice. A few minutes later, while reading the letter he wrote to her for the thousandth time, he notices something strange happening to his hand. Suddenly, he feels intense pain, and strangely, his eyes turn entirely black before he passes out. During this time, he experiences a vision of Aunt May offering him advice. When he wakes up nearly naked, he finds himself inside a web cocoon stretched over the edge of a building. Two seconds later, he falls to the ground. Stranger still, he realizes webs are shooting directly from his body—not from his web-shooters, just like what happened to the older version of him played by Tobey Maguire. Shortly after, he barely feels the pain of the fall because his mind is preoccupied with his body changing in bizarre ways and his hands hurting immensely. He tries to climb back into the building through the basement, but his body feels unnaturally heavy, and one of the neighbors spots him. To make matters stranger, his entire apartment is covered in spiderwebs. Multiple alerts flash on his computer requiring his immediate attention. He runs a self-analysis, and the results reveal that his spider DNA is starting to overpower his human DNA—a shift possibly triggered by the emotional trauma of seeing MJ in a relationship with someone else. The computer informs him that he cannot use organic webs alongside mechanical web-shooters simultaneously. Additionally, his spider-senses have become hyper-acute, which could cause major sensory issues, meaning he needs time to rest and regain his balance. After putting his web-shooters back on and ignoring the computer's warnings, his body rejects them, shooting them forward with tremendous force. Now, he has no choice but to learn how to use his organic webs. When he goes to the rooftop to practice, his enhanced senses make him hear even the smallest drop of water hitting the ground. Suddenly, Peter can hear everything happening across the entire city, forcing him to basically relearn how to be Spider-Man, but this time in his most challenging form yet. His first attempt with organic webs causes him immense frustration, taking him several seconds just to position his hand correctly to fire a proper shot. Suddenly, his hand starts firing webs everywhere like a cannon, completely out of his control. However, he needs to hurry because city cameras have caught Scorpion attacking a building, and it's time for Spider-Man to do his job. When he finally manages to jump and swing through the city, he discovers these new webs are much stronger than the old ones, though his initial burst causes him to crash straight into a water tank. He needs to speed through this learning curve quickly because the city is in trouble and needs him. Meanwhile, Scorpion has retrieved his mechanical suit and attacked Damage Control headquarters in search of the V-Max, which still remains a mystery. Fortunately, Peter arrives just in time. Despite a painful landing, he still knows how to act like a hero and begins fighting Scorpion. Even though they've fought before, Scorpion has new moves and tries to pierce Peter's neck. The only thing stopping the massive stinger is Peter's hands. Naturally, he can't hold out forever, but everything changes when Peter's eyes turn black for the second time. At that moment, the computer notes that his spider DNA has taken complete control, granting Peter strength he never possessed before. At the same time, an uncontrollable rage consumes him. He doesn't just defeat Scorpion with a single blow; he grabs him by his stinger, slams him into the ground, and hurls him into a police car, unconcerned if anyone gets hurt. Detective DeWolff arrives seconds later to find Spider-Man brutally beating Scorpion out of control until he breaks all his bones. It turns out the entity from earlier was controlling Scorpion the entire time; it exits his body and possesses an officer injured by the car crash, begging Peter not to harm him again. Peter feels a wave of guilt as the officers inside the squad car are severely injured. Seconds later, Peter's eyes return to normal, and he steps forward to apologize, but the detective stops him, asking what on earth is happening. Peter explains that an entity is controlling people and looking for something called V-Max. DeWolff warns him that he needs to get back to his normal self no matter what is happening to him, stating she won't be able to protect him if he hurts innocent people again. The next day, Peter still has a lingering headache. He goes to the university to seek help or find a solution, arriving at a lecture by Dr. Bruce Banner, an expert in nature control. After waiting for the lecture to end, Peter approaches Banner, but the terrible headache prevents him from speaking clearly. He asks Banner how his stabilizer keeps him human, and Banner explains that the small device on his arm keeps him focused and prevents him from turning into the Hulk, who destroys everything. After a few minutes of conversation, Peter asks the question weighing on his mind: whether that stabilizer could be modified to suppress a different type of DNA. Banner's intelligence allows him to immediately realize Peter isn't just an ordinary student. In short, Peter wants to know if he can use the stabilizer to stop the monstrous side of his mutation while keeping his good traits, preventing the spider DNA from taking over, because if he continues at this rate, he might turn into a monster. Peter returns home determined to build his own stabilizer calibrated to his DNA strand to stop his fits of rage and moments of losing control. He succeeds in creating the device, and it appears to work as expected, bringing his spider DNA levels back down to their previous balanced state. Peter decides to head out into the city to test it, but unfortunately, the success is short-lived; the spider DNA eventually overpowers the stabilizer, causing the device to overheat and explode. His web-shooters explode as well, turning the junkyard into a giant web mesh. Seconds later, the entity appears in the form of a civilian to taunt him, telling him that no matter what he does, he won't be able to get rid of the demon inside him. Yet, it still harbors curiosity, especially since Peter is the only one it couldn't control, making the entity even more drawn to him. It tells him that after he defeated Scorpion, it spent hours studying his life and now knows his name is Peter Parker, that he lives alone, possesses powerful tech, and cares deeply about someone—which is exactly what it plans to use to force him to bring the V-Max. Realizing the entity knows about MJ, Peter snags it with his webs, but the entity begins hopping from person to person, challenging him to a chase. Spider-Man watches as the entity jumps across bodies heading straight for MJ's apartment, forcing him to hurry and master his new powers before the girl he loves falls into the villain's hands. On his way, he loses his balance, crashes into a wedding hall, knocks over the cake, and ruins the party. Despite the mess, Peter notices the entity is right there with them. Seconds later, he realizes the entity has hijacked the helicopter intended to take the newlyweds on their honeymoon. He shoots his webs at it and hitches a ride. Mid-flight, he asks EDITH—his AI interface—about the range within which the entity can transfer itself to another person. He discovers it has a maximum distance limit; if no one is close by, it cannot jump to another body. Peter uses his new, extra-strong webs to tether the helicopter, leaving it completely suspended from a large bridge. Since no one is within ten meters of the entity, it can't escape, buying Peter enough time to rush to MJ's apartment and get her out as quickly as possible. Contrary to all expectations, MJ isn't surprised to see Spider-Man in her apartment. When he tells her she's in danger and needs to come with him, she believes him. Once on a rooftop, Peter struggles to give a convincing reason for taking her, but MJ tells him she's certain they knew each other, noting that he saved her time and time again. She thought it was a coincidence at first, but coincidence doesn't happen a hundred times; he acted like her personal bodyguard. She says he might think she's crazy, but she knows there was something more between them than just a hero and a civilian—maybe friends, or something deeper.
She adds that for a long time, she felt like someone tampered with her mind, but as she pieced the clues together, the only logical explanation was that Peter Parker is Spider-Man. She becomes even more certain as she pulls his mask up to his nose, leans in close, and calls him by his real name. Although this could have been the happiest moment of Peter Parker's life, it isn't real: the person talking to him is the entity, which has fully possessed MJ's body. Now inside her mind, the entity realizes there isn't a single memory of Peter Parker in her head, meaning she would never truly remember him. It tells Peter he is a monster, adding that if he loved MJ as much as he loved himself, he would have realized what he did was unforgivable. That isn't all; MJ begins walking toward the edge of the roof to throw herself off under the entity's control. At that exact moment, the spider DNA takes over Peter, his eyes turning black. He grabs her by the neck and threatens to destroy the entity if it doesn't leave MJ alone, but she kicks him in the chest and falls off the ledge. Mid-fall, the entity leaves her body, and as she regains consciousness, she starts screaming. Within a split second, Peter manages to save her. Although the landing is traumatic for MJ, she survives. Moments later, a man approaches, and Peter surrenders to their demands, promising to do whatever they want as long as they don't hurt MJ. The possessed man reveals they can enter anyone's mind at any time regardless of distance, warning him not to step out of line now that they know how to hurt him deeply. The man returns the letter Peter wrote to MJ and says they will be in touch. As the car drives away, Peter sees a young girl in the back seat and orders EDITH to scan her face. Once successful, he takes MJ to a safer location to protect her. However, as they approach, a series of traps are triggered, and Peter's intense headache prevents him from keeping her safe. At that moment, Frank Castle appears. Peter tells him he needs his help and that Frank owes him a favor for saving his life earlier, but Frank coldly replies that this is the last time he’ll remind him that he saved his life or owes him anything. Frank takes them to a vehicle. Minutes later, Peter receives data from EDITH, which gathered photos of the girl in the car: she escaped from foster care and military facilities long ago and possesses immense telepathic abilities. The files reveal her name is Jean Grey. Currently, only five Damage Control facilities remain attacks-free, and since Peter set up alerts at each one, he will know her exact location the moment an alarm goes off. Now, he needs to work on his stabilizer to control his spider DNA. He talks to MJ from behind a curtain, and she asks if he's married. He replies that he was never married, but loved a girl who was his whole world, whom he had to leave for her own good. MJ talks about her boyfriend, calling him unbearable and constantly suspicious, adding that the girl he loved was very lucky. Peter drifts off into thought, but when he struggles to build the device, MJ offers her help, pointing out the secret to his repeated failures: he overlooked the magnetic field created by his glasses.
Once he removes that variable, the stabilizer successfully keeps his spider DNA under control. Peter then builds another device for Jean Grey, knowing that placing it on her neck will neutralize her powers. The next day, an alarm goes off at headquarters. On the cameras, they watch Jean Grey incapacitate the guards and head up to Bill Masquer's office. Finding no way to access the computer, she moves toward the vault where he and the other scientists are hiding. Peter arrives seconds later, preparing the stabilizer for her neck, but Jean throws something familiar at him: Dr. Banner's stabilizer. At that moment, Hulk bursts through the office, hitting Peter with immense force. Seconds later, Hulk mercilessly pummels him with massive punches. Before he can kill Peter, Frank appears, firing a hail of bullets to buy Peter enough time to recover his strength. Although the bullets don't harm Hulk, explosives manage to distract him. Peter notices that every hit Hulk takes causes Jean physical pain, as her mind exerts extra effort to maintain control over him. She decides to release Hulk and turns her attention to Frank, successfully controlling him and sending him straight to attack Peter. The bad news is that Spider-Man couldn't calm Banner down; Banner grows furious, transforming into the strongest version of Hulk, and begins breaking Peter's bones. Even though Peter tries to attach the stabilizer, Hulk proves relentless, his strength unmatched as he claps his hands together and destroys the entire floor. Spotting Frank placing explosive charges on the vault door with a detonator in hand, Peter tries to stop him, but Hulk attacks again. Peter uses his new webs to pin Hulk to the edge of the building, using the rubble to bind him for a few seconds. He tries using Shocker's gauntlet, but Hulk grabs it and crushes it like a toy. Unable to defeat him physically, Peter appeals to Banner's good side, yelling, "I'm Peter! I'm the Peter who helped you on the Avengers!" Banner begins to remember and lets himself fall, allowing Peter to complete the rescue mission. Inside the vault, Jean Grey interrogates Bill, demanding to know the location of a specific person. Seconds later, Peter appears and places the stabilizer on her neck, while Bill sneaks up behind her to inject a sedative into her leg, finally ending her terror. Before passing out, Jean utters the name "Sarah." Damage Control takes Jean into custody, and Peter rushes back to MJ to tell her she is safe, only to find her holding the letter he wrote earlier. As she reads it, Peter confesses his love and explains he did everything to protect her. However, no matter what memories he has of her, she has none of him; she feels sorry for his pain, but she simply doesn't love him anymore. She tells him it's best if he leaves, though he should tell the truth to Ned, who would understand. Peter then senses something off about the situation, realizing Bill might have lied to him. He calls his contact person and asks her to search the files for a connection between Jean Grey and someone named Sarah. He discovers they are sisters and that he handed Jean over to the very people holding her sister captive and experimenting on her for years. Jean was simply trying to avenge her sister and free her; Peter realizes he rescued the wrong person.
A flashback reveals the past when Sarah was taken by Damage Control: before being dragged away, Sarah used her powers on Jean to force her to run away and save herself. In the present, Jean is tied to a chair while Bill tells her she possesses valuable power that shouldn't go to waste, adding that while she wants to change the world, she can easily achieve it with his help. Refusing to tell her where her sister is, he activates a machine to analyze her brain and find a way to control her. Fortunately, Peter arrives at the headquarters. He tries to remain calm, but the guards take an offensive stance, forcing him to prepare for a fight. He stretches and takes out the guards, but Bill realizes they are under attack and dispatches all units, including the Samurai Hand gang, to stop Peter. Meanwhile, Jean realizes the device isn't just analyzing her brain—it's destroying it. Reaching her limit, she realizes the V-Max is actually the exhaust fan above her chair, deducing they did the exact same thing to her sister Sarah, who died in that very chair. Rage consumes her. When Bill thinks he can turn off the machine and subdue her powers using the stabilizer, Jean releases her terrifying power, creating a massive shockwave that tears through the facility and reaches the entire city. Time freezes within Jean's field. Frank notices something terrible is happening, though luckily the field doesn't reach his location. Back with Jean, she removes the stabilizer from her neck, frees herself from the chair, picks up her sister's hair tie, and realizes Sarah is gone forever. Looking up, she sees Peter approaching and sends the mind-controlled Samurai to ask what he wants. He tells them he realized his mistake, knows Jean was right, and learned what they did to her sister. However, Jean doesn't want his help, telling him Damage Control will do the exact same thing to him if he steps out of line because they have a plan to subdue him and know his weaknesses, calling him a fool for trusting them. The ninjas attack him simultaneously and brutally, forcing Peter to calculate every move to survive. In the middle of the battle, Frank calls to inform him that almost the entire city is frozen and people's minds are on the verge of being erased; if he's going to do something, he has to do it now. The ninjas prove too strong and organized to defeat normally. Facing defeat, Peter sees visions of everyone he has lost. He decides to remove the stabilizer, letting his spider DNA take full control to unleash the immense power he was afraid to use out of fear of becoming a monster. With no other choice, his eyes turn black, and he launches an assault on the Samurai. His skin becomes so durable that swords shatter upon contact, his senses become sharp, and his webs become so strong and fast that he creates a massive web nest in seconds, trapping all the ninjas inside. He breaks through the door and reaches Jean just as she is about to kill Bill. Peter assures her that revenge won't bring her sister back—something he knows all too well from experience. Unconvinced, Jean uses her fully mastered powers to enter his mind. Unlike before, she sees that Spider-Man's losses are far greater than her own, feeling the nightmare he lives every day. Inside his mind, she witnesses Aunt May speaking to him; Aunt May walks up, hugs Jean, and comforts her with words that bring her back to her senses, telling her that nothing will bring her sister back, so she should minimize further harm. This calms Jean down, and Peter reassures her that everything will be alright. At that moment, the frozen field dissipates, and everyone returns to normal. Suddenly, a gunshot echoes; Peter leaps to protect Jean, taking a bullet fired by Frank, who intended to finish off Jean believing she was evil. Jean begs Peter not to die, and his final words to her are that she isn't alone and will find people who love her. Frank quickly takes Peter to a hospital in New York. Outside, the entire city gathers, praying for Spider-Man's survival. Fortunately, Peter survives thanks to Jean using her powers to ease his pain. Frank stays by his side until he wakes up to apologize—the first time Frank learns Spider-Man's true identity, admitting he expected him to be a good kid. Frank tells him someone outside wants to see him; looking out, Peter sees thousands of people waiting for good news. However, the only thing Peter wants is to see MJ. Frank helps disguise him, putting on the Spider-Man mask himself to step outside, wave to the crowd, and reassure the public while Peter sneaks away. A few days later, Peter is nearly recovered thanks to his body's new capabilities. Ned calls out to him and greets him with their secret high school handshake—revealing that Ned surprisingly remembers Peter. Later, the Spider-Tracker app reveals that another version of Spider-Man has appeared on another planet. The app closes with a message stating that Spider-Man will return.