**Based on current rumors of villains**
Story begins with the city of NY having mixed feelings about Spider-Man due to the events of SM3.
Aunt May has become ill and doctors tell Peter that she is just getting to an age where time catches up with people.
Peter's relationship with MJ has become rocky and due to this he has become more focused on school. MJs career is beginning to do well again and she has been presented with a choice to leave NY and star in a movie in LA.
Curt Conners has Peter as TA and through this he meets the European geneticist Michael Morbius whose work Conners is interested in due to his missing limb.
Gwen and Peter become closer friends due to school but Peter feels too guilty after the events of SM3 to do anything, even though Gwen has developed feelings for him.
Oscorp has been taken over by Adrian Toomes, at this point he makes some corny speech about how he become rich by picking at weaker business men, like a vulture. (we leave it at that for now)
Toomes Company is funding Michael's research. Through working with Michael, Peter learns that Michael's research is to cure a blood disease his sister has. He tells Peter that certain species of bats have grown immune to blood diseases as it is their main source of nutrition. Peter tries to explain the dangers of genetic research, Morbius tells Peter to have faith (an elude to this religious background)
Peter visits Aunt May as she has become even more ill and prays at her bedside having taken Michael's advice.
As Peter is trying to fight crime and regain the trust of citizens that now fear him, Conners breaks into Morbius' lab and begins to steal his research. he finds that Michael has been illegally experimenting on animals in the old country but has had success with reptilian DNA
MJ and Gwen meet and Gwen explains to MJ that although She now has feelings for Peter, that Peter is in love with MJ. She is torn about going to LA or staying and trying to work things out with Peter. In going to talk to Peter she bumps into Morbius and they hit it off.
Conners finds that he may possibly regrow his limb using Michael's research and tests it. he mutates a serum Michael has developed to unsafe levels and mixes it with reptilian DNA. He becomes the monstrous lizard.
This threat becomes very real as Spider-Man literally bears witness to a person being dragged into the sewer. In chase, Spider-man sees from the tattered clothing that it is curt Conners.
As Peter he rushes to the lab only to find Morbius furious that someone would dare steal his research. He explains to Peter he was so close to a cure for his sister.
Toomes finds out about the ruined lab and cuts funding to Michael's research. Ruined, Michael begins to continue his experiments in his apartment, not knowing that the serum he developed is at unsafe levels. In a last ditch effort believing that if he cannot cure his sister, he will die with her, Morbius injects himself with the disease and his cure. It works at first.
JJJ has come up with new headlines stating that Spider-Man is dragging people into the sewers where he keeps his web to eat them.
In the sewer, the lizard smells a familiar scent, that of his student Gwen and begins to hunt her down.
Peter on his way to tutor Gwen hears her screams. He changes and chases the lizard into central park where they fight. The battle becomes public as many people are around and it draws TV attention
Morbius is sitting in the dark in his apartment and sees a commercial for a vampire themed cereal that cuts to the news cast on the television. He sees the lizards clothes and knows it is conners. In a rage he flies into the night as morbius the living vampire.
The police are now on scene as Capt. Stacey is trying to save his daughter. Spider-man fares well in the fight but the lizard eventual drags him into a small pool where he is drowning him.
Gwen runs for safety and runs into Morbius, scared by his appearance, morbius wants to attack her at first but she flees. Morbius feels like a monster but this fuels his anger as he joins the fight inadvertantly saving spider-man.
The lizard gets away into the sewer just in time for spider-man to confront Morbius. Spider-man recognizes him but pretends not to and asks him if he knows how this happened. Morbius explains his experiment and asks spider-man to help him find a cure.
MJ leaves a humorous meeting with an LA exec (played by Bruce Campbell) sees the news of the attack and meets Gwen at her place. Gwen is shaken up but explains that she knows the creature of Dr Conners and that if she was the target, Peter could be next.
Morbius and Spider-Man break into Toomes lab so that Michael can synthesize a cure. The lizard has been trailing peter's scent to the lab. He arrives just in time for Michael to finish one dose of the cure. The fight destroys the lab but Conners is injected and becomes human again.
The lab is ruined and Morbius' work is lost. He is enraged with what he has become, Spider-Man tells him to have faith and believe he will find a way to become normal again. Morbius leaves into the night.
MJ arrives at peter's place to see if he is okay, she uses her cell phone and tells him that she loves him but she cannot give up her dream. Morbius, having been following MJ hears this and realizes she loves someone else.
Peter returns to the hospital where aunt may is conscious but the doctors do not give her much longer.
Gwen shows up, she knew she would be able to find peter there.
Peter goes into the room alone and Aunt May and him talk about Uncle Ben and how they miss him. Aunt may asks peter to pass her purse to her. She tells peter to remember when she told him she threw out his comics, she unfolds a piece of paper that is one of peter's original sketches of the spider-man costume. She tells him she knew all along and that no matter what anyone says, she is proud of him and that uncle Ben would be proud too. with that, she slowly passes.
Peter walks out of the room, Gwen comforts him
Seeing his ruined lab, Adrian Toomes is furious, one of his assistants tells him that they have come a ways in reverse engineering Norman Osborn military glider flight technology.
fade to black.