Spider-Man has to face three new villains: Sandman, Venom and New Goblin. Peter Parker's best friend, Harry Osborne, turns himself into New Goblin; a strange meteorite brings with it an alien symbiote, called Venom and Flint Marko (not a bad man, he just had bad luck) gets transformed into Sandman.
Everything has finally calmed down in Peter's life, and the city has learned to appreciate all he has done. All of this changes when Flint Marko escapes from prison and is in a freak accident turning him into Sandman. Peter finds out his connection with his uncles death and will not rest until he finds justice. But in revenge is a darkness and this darkness starts to take Peter Parker over.