Manhattan. While handling hazardous materials, Octavius wears a harness of powerful robot tentacle arms with artificial intelligence. During a public demonstration that Peter Parker and Harry Osborn are attending, a power spike causes the fusion reactor to destabilize. Octavius refuses to shut down the reactor, which goes critical – killing his wife and burning the inhibitor chip blocking the arms from his nervous system. Peter, as Spider-Man, shuts the experiment down, destroying it in the process. Later, the arms' AI begins to influence Octavius, and he becomes the villain Doctor Octopus, seeking to complete his work at all costs. While patrolling the city, Spider-Man spots a van being chased by the police and follows it to the prison, where a riot breaks out. He defeats some of the escaped inmates before Rhino bursts out of jail and attempts to escape, only to become caught in a laser cage set up by the police. Spider-Man fights Rhino, who manages to escape from the cage, but rams into a gas station, causing an explosion that knocks him out. Spider-Man puts out the flames while Octavius retrieves the unconscious Rhino. Later, Octavius attempts to rob a bank to fund a second experiment. Peter, who is coincidentally there with Aunt May, suits up as Spider-Man and fights Octavius inside the vault. Octavius takes May hostage, forcing Spider-Man to rescue her while Octavius escapes with the stolen money. Sometime later, as Peter is walking through the city with his friend and crush, Mary Jane Watson, someone steals the latter's car. After telling Mary Jane to wait while he calls the police, Peter, as Spider-Man, follows the carjacker to a warehouse, where he is confronted by the villain Puma. Spider-Man defeats Puma's goons before engaging him in a battle across the city that culminates at a construction site. Puma reveals that Octavius hired him to keep Spider-Man distracted while he kidnaps Mary Jane, then attempts to escape, but Spider-Man captures him. Later, Octavius attacks Oscorp to steal a piece of equipment he needs to complete his fusion reactor. Spider-Man arrives to stop him and must disarm several bombs that Octavius has planted around the building before confronting him. Octavius escapes with the device while Spider-Man is attacked by Rhino, whom he manages to defeat by freezing him with liquid nitrogen. Spider-Man then attempts to pursue Octavius, only to be confronted by the villain Mysterio, who creates