The beginning of the movie taking place at the college where Peter is with Dr.Connors as Dr.Connors lab assistant.Dr.Connors is telling Peter that this experiment(growing limbs)will be a major breakthrough in medicine.
Just before Dr.Connors injects himself with the serum,Peter asks Dr.Connors if they should do more tests before he injects himself with it.
Dr.Connors assures Peter that they have done more than enough tests to make sure it is already safe to test it on a human,and that's why Dr.Connors is gonna inject himself with the serum first.
After Dr.Connors injects himself with the serum,Peter asks how long will it take for the serum to work.Dr.Connors tells Peter that it could be anytime within the first 24 hours,but before Dr.Connors can finish his sentence,they both see that the serum is already taking effect.
Dr.Connors is seen regrowing his arm at a rapid rate.Afterwards he is over joyed,using his new arm as he writes with it,etc,talking about the future.Then all of a sudden Dr.Connors is screaming in pain as he transforms into the Lizard.
The Lizard tries to kill Peter,but because Peter is spidey,it turns into a big fight instead of a fast bloodbath.The fight takes place all over the college inside and out,and ends up into the sewers.
The fight ends when the Lizard turns back into Dr.Connors.But because there were lots of witnesses with camera phones etc. prooving what they saw was real,a certain character(Kraven)watching the news in some other country decides he is gonna go to New York to hunt this magnificent creature,that this creature will make an excellent trophy to his collection.
Later Peter is seen at Dr.Connors house having dinner with him and his family,after dinner the two of them go into another room and are talking about the experiment.Dr.Connors is trying to figure out what went wrong.
Dr.Connors tells Peter that they don't have to worry about him turning into this Lizard creature again since the serum is completly out of his system now.
When they are talking,they hear a sound of crashing glass and screaming.When Dr.Connors and Peter runs into the room where the sound came from,they see a note being held onto the wall with a big bowie knife.
The note says:I know you have something to with this Lizard creature,if you want to see your family alive again come alone to Central Park by 6:00 a.m. and release the Lizard creature
Dr.Connors runs out of the room and runs out the front door.Peter grabs onto Dr.Connors arm and says where are you going.Dr.Connors tells Peter that he has to go back to the university to get some more of the serum.
Peter says Dr.Connors you can't,you could kill someone.Dr.Connors says to Peter,if I don't my family will be killed.Peter tells Dr.Connors they should call the poilce.Dr.Connors yells at Peter that he if doesn't go alone,his family could be killed.
At 6:00 a.m. at Central Park we see Dr.Connors walking in the park looking for his family.Kraven jumps out of a tree and lands in front of Dr.Connors.Dr.Connors says,where is my family.
Kraven says,I told you to release the Lizard creature if you wanted to see them again.Dr.Connors tells Kraven that after he sees that his family is ok,then he will release the Lizard.
Kraven agrees,and leans down and pulls a tarp back off the ground that looks like real grass.The tarp was covering a deep hole in the ground where we see Mrs.Connors and Billy tied and gagged laying at the bottom of the hole.
Kraven pulls out a little ball the size of a marble abd says to Dr.Connors,if I don't see the Lizard creature right now I will drop this into the hole and your family will be gassed to death.
Dr.Connors says I will give you the Lizard in one minute.Kraven laughs and says you didn't bring the Lizard creature with you,I saw you didn't bring him.
Dr.Connors pulls out the serum out of his pocket and ejects himself with the serum and says,I did bring the Lizard with me.
Kraven laughs and says,you think I'm joking little man.And Kraven tosses the ball into the ground.As the gas is filling the hole with smoke and the smoke is rising out of the hole and going into the sky,a web comes out of the tree and it attaches to Dr.Connors family,and spidey pulls them out of the hole and into safety.
Kraven looks and sees spidey in the tree,and runs over and grabs the web
and pulls spidey out of the tree.After spidey hits the ground Kraven punches him and pulls out a bowie knife and is about to kill spidey with it.
Until the Lizard appears and jumps onto Kraven.Kraven and the Lizard are fighting when spidey goes over to untie Dr.Connors family.Afterwards spidey joins in the fight where everyone is against everyone(no teamups this time).
After the fight Kraven is killed and the serum has been out of Dr.Connors body again.
But later on an old villain(Doc Ock) returns to try and kill spidey.And spidey is also framed for the murder of the mayor.As spidey is trying to solve who is framing him,he battles Doc Ock again.
But what spidey ends up finding at the end is that Doc Ock is the one who framed him.And Doc Ock isn't Doc Ock.It's Chameleon disguised as Doc Ock seeking revenge blaming spidey for the death of his brother Kraven.
Chameleon actually wears the robotic tentacles that Doc Ock worn.He got them from the place they were being stored at.After spidey defeats Chameleon,spidey is cleared of the murder of the mayor,but Chameleon is sent to prison for the it.