After knocking out Spider-Man, Octavius delivers him to Harry. Octavius returns, demanding Spider-Man, and subdues the passengers. He comes to and realizes his mask is off, but the passengers are so grateful they vow not to reveal what he looks like. When he faints from exhaustion, the passengers carry him into one of the cars. Octavius disables the controls and jumps off, but Spider-Man stops the train before the tracks end. As Spider-Man battles Octavius, they fall onto a rapid transit R train. Peter realizes his powers are restored due to the trauma of seeing Mary Jane kidnapped, and dons his costume again after stealing it from the Bugle. Octavius finds Peter, tells him to find Spider-Man, and abducts Mary Jane. However, Harry tells Octavius not to harm Peter. Harry initially refuses because the experiment threatens to level the city, but he eventually agrees in exchange for Spider-Man and tells him that Peter, who is supposedly good friends with Spider-Man, is the key to finding him. Octavius needs tritium to fuel his reactor and goes to Harry to demand it. May forgives him, but when his 9-year-old neighbor learns of Spider-Man's disappearance and the subsequent rising crime rate in New York City, Peter becomes concerned. Peter tells Aunt May that his Uncle Ben's death some time ago was his fault. Jonah Jameson, who takes credit for Spider-Man's disappearance. A garbageman brings Spider-Man's costume to J. He abandons his Spider-Man identity and returns to his normal life while trying to reconcile with Mary Jane. Peter suffers an emotional breakdown causing him to believe he's lost his powers. After Peter misses Mary Jane's debut play, she becomes engaged to astronaut John Jameson, son of Bugle chief J. To fund it, Octavius – now called Doctor Octopus by the Daily Bugle– robs a bank. The arms convince him to retry the experiment.
Upon regaining consciousness and seeing the carnage, Octavius escapes and hides at a harbor. At a hospital, doctors prepare to surgically remove Octavius' arms and harness, but the arms, having developed sentience from the inhibitor chip's destruction, spring to life and attack the medical crew, killing most of them. Spider-Man arrives and shuts down the experiment before it can do any further damage. When a power spike causes an experiment to quickly destabilize, Octavius stubbornly refuses to shut the experiment down, leading to disastrous consequences: his wife is killed, the neural inhibitor chip which keeps the arms from influencing his mind is destroyed and the arms are fused to his spine. Harry, now head of Oscorp's research division, sponsors the brilliant nuclear scientist Otto Octavius, who dreams of perfecting sustained fusion power, and wears a harness of powerful robotic tentacle arms with artificial intelligence while conducting his research. Estranged from both love interestMary Jane Watson and best friend Harry Osborn, who intends to seek revenge on Spider-Man for his father Norman's death, Peter additionally discovers his Aunt May is facing foreclosure. He loses a job, faces financial difficulties, and struggles to attend his physics lectures at Columbia University on time. Peter Parker struggles to balance his crime-fighting duties as Spider-Man with the demands of his normal life.