Peter Parker (Tobey Maguire) and M.J. (Kirsten Dunst) seem to finally be on the right track in their complicated relationship, but trouble looms for the superhero and his lover. Peter`s Spider-Man suit turns black and takes control of him, not only giving Peter enhanced power but also bringing out the dark side of his personality. Peter must overcome the suit`s influence as two supervillains, Sandman and Venom, rise up to destroy him and all those he holds dear.