After the battle with the Green Goblin, Spider-Man Parker (Tobey Maguire) reluctantly rejected his only love Mary (Kirsten Dunst), because the identity of Spider-Man would bring great danger to himself and his family, so Parker decided to take on the responsibility of Spider-Man independently. Parker has been busy dealing with various challenges: learning to flexibly use superpowers; hiding himself and living cautiously under the dual identities of superhero and ordinary college student, etc. Parker is increasingly unable to extricate himself from Mary, but as Spider-Man, he cannot open his heart to Mary. His good friend Harry has been against Spider-Man because of misunderstanding him; his only relative, Aunt, also doubts Spider-Man's true identity. At the same time, a new challenge has emerged: the evil and powerful Doctor Octopus. Parker shoulders the mission of Spider-Man under various pressures.