The game begins with a flashback scene of the first Spidey film set two years back, with Peter Parker walking out of a convenience store. The store clerk rushes by, tells Peter he has been robbed, and asks for help chasing the criminal. Peter ignores him stating "Not my problem". and Walks away to take a subway train to return home. Meanwhile, Uncle Ben tries to look for Peter on the city streets and runs into the thief from the convenience store and tries to stop him, but ends up getting shot and dies. Peter hears the gunshot and runs to the location and finds out its his Uncle Ben dead. Peter realizes he should have stopped the thief the first chance he had and keeps on crying. Sometime during the story, Peter narrates his thoughts on Uncle Ben and says "Uncle Ben was my rock where I couldn't count on anything. The night my parents disappeared. Where a genetically modified spider bite turned me into something. New. But now Uncle Ben was gone. For his memory. For Aunt May's. To make up for not stopping his killer when I should have. I had to become a man. Spider-Man. And I've done some good, put away a lot of bad guys. But I haven't found the man who killed Uncle Ben. Just one more empty space in a life full of them".
Two years later, Spider-Man is still searching for Uncle Ben's killer. While investigating a group of street thugs for leads, his cover is blown by a falling obstacle caused by Felicia Hardy (Who has escaped from Beloit). After subduing the street thugs, he questions them regarding the killer. One of the street thugs tells him that the man works for Herman Schultz, an illegal weapons smuggler. Spider-Man arrives at Schultz's location, where his thugs are battling with Russian criminals over weapons. Spider-Man stops the gang fight and subdues Schultz, who identifies Uncle Ben's killer as Dennis Carradine and that he obtains weapons for clients. He then uses a flashbang to escape. While trying to track down Carradine, Spider-Man stops some car thieves and rescues his friend Stan Lee from a burning building. Peter later heads to the comic store to check up on Stan where he apologizes for what happened to his apartment. Spider-Man eventually finds Carradine and his thugs talking to each other. unfortunately, Carradine sees Spidey and decides to escape with his thugs by robbing a car and taking the driver hostage. Spider-Man chases Carradine's car and saves the woman from him and continues to follow the car. The car gets little far away but Spider-Man finally catches up. By the time he gets there, he finds the car on fire but with no one in it. Peter thinks Carradine and his thugs escaped into an alleyway, where he hears a scream and runs towards it, where he finds Carradine and his thugs murdered and buried under a pile of trash bags, and finds graffiti on the wall reading "CK" in blood. Based on the initials, the police refer to CK as "The Carnage Killer".
Peter then returns home after what he sees, and wonders if he should be happy or sad Carradine is gone. Aunt May tells Peter that the Daily Bugle News reporter Whitney Chang says that Dennis Carradine was been murdered, and that his leader, Herman Shultz and the Russian Mob has broken into OsCorp tower and that its mission is to steal OsCorp technology to protect themselves from the "Carnage Killer". Spider-Man stops the Mob and saves all OsCorp scientists, including Max Dillion. Later, Spider-Man finds Shultz who has stolen a "Seismic Harness Construction Resource" and now calls himself the "Shocker". Spider-Man beats Shocker but decides to keep the seismic blaster to upgrade his webbing. After the incident, OsCorp CEO Harry Osborn, and Wilson Fisk announce that their companies are working together to fund the Enhanced Crime Task Force, a privatized police force meant to contain criminals and Spider-Man. When Wilson Fisk offers to take OsCorp off of Harry's hands, Harry rebuffs him. Wilson Fisk comments that he'll wait until Harry dies from the disease that killed his father Norman Osborn. While Spider-Man is trying to stop a fight between street thugs and Russian Mobsters in Central Park, he finds a note on a bound street thug from someone called "Kraven the Hunter" offering him help. After stopping a shootout, Spider-Man meets Kraven who offers to train Spider-Man, telling him to meet at his loft. Spider-Man considers the pros and cons of the situation and visits the loft as Peter, acting as though he were interviewing Kraven for the Daily Bugle. Kraven reveals that he came to New York to hunt OsCorp's cross-species. After killing all of them, he chose to stay in the city and catch criminals.
At home, Peter receives a call from Felicia (who now goes by the name of Black Cat), who stole Whitney Chang's phone. She states that the crime rate is going up and that Spider-Man is in danger. Spider-Man decides to meet Kraven, who wants to make Spider-Man a hunter as he has no son of his own. He offers to work together with Spider-Man to find the "Carnage Killer" and shows him how to catch bigger criminals. Trailing lesser Russian thugs into an underground hideout, Spider-Man finds a map containing the locations of where the Russian Mob operatives were killed by the "Carnage Killer" and a poster for an anti-crime fundraiser held by Wilson Fisk. Realizing that the Russian Mob plans to assassinate Fisk there, Spider-Man heads to the location but realizes he can't go in without an invitation and then finds out he can go in with a reporter and decides for Whitney Chang to back him up.
Arriving at the fundraiser, Peter meets up with his old friend Harry Osborn (who hasn't seen him for 10 years). Later, Peter changes into Spider-Man and quietly subdues the Russian Mobsters. He then changes back into Peter and encounters Felicia at the bar. As Fisk arrives at the fundraiser, Peter speaks with him to obtain info about his views on Spider-Man, the "Carnage Killer", and the Russian Mob's activities. After exiting the theater, Peter Parker changes into Spider-Man and finds the Russian Mob's hideout and destroys their high-tech weapons. Spider-Man hears that the Russian Mobsters have caught the "Carnage Killer" and finds a way to the hangar where he is being held. Spider-Man works to save a hostage who the Russian Mob mistook for being the "Carnage Killer". After saving the hostage, Spider-Man manages to get a description of the real "Carnage Killer". The next day, using the description and the map, Spider-Man and Kraven manage to track him down. They find him threatening the driver of a drive-by shooting and Spider-Man ends up saving the driver and the killer reveals himself as Cletus Kasady. Spider-Man and Kasady fight until Kasady is defeated. Kraven reveals he is trying to unleash the killer instinct in Spider-Man, expecting him to kill Kasady. When Spider-Man refuses, Kraven leaves disappointed. Kasady is apprehended by the police and taken to Ravencroft where he meets Harry Osborn's assistant Donald Menken.
Following the defeat of the Russian Mob and Schultz's gang, someone called the "Kingpin" begins filling in the power vacuum. Spider-Man hears of a break-in at the Kane Museum, supposedly perpetrated by him, and heads there, taking down the real criminals. Black Cat then shows up, sporting super-speed, and fights Spider-Man. Upon being defeated by Spider-Man, Black Cat stated that she was transferred to Ravencroft until she was freed by Kingpin who had his doctors do a cross-species experiment in exchange for her services. Denying Spider-Man's help to get her into Witness Protection, Black Cat escapes. The next day, Peter makes his way to Harry's apartment in order to receive information on Wilson Fisk, who he believes to be the Kingpin. Peter and Harry find out that Fisk used OsCorp's money to pay Kraven. Harry also tells Peter that he is dying and asks him for Spider-Man's help, believing his blood can help him with a cure. Peter visits Harry as Spider-Man and tells him that he can't give him his blood to avoid another incident like the Lizard incident and needs time to research his blood, which angers Harry. After the discussion, Spider-Man makes his way to Kraven's loft to confront him. While there, he finds a secret room where he discovers that Kraven wants to hunt him before being tranquilized by Kraven. Kraven takes Spider-Man to Central Park and states that he trained him in order to make Spider-Man a worthy opponent. Spider-Man defeats Kraven and coerces info from him on how to get to Kingpin.
Arriving at Fisk Tower, Spider-Man infiltrates one of the trucks and rides it to Kingpin's hideout. Spider-Man then proceeds to fight the Enhanced Crime Task Force soldiers and street thugs before entering the hideout and confronting Kingpin. Spider-Man defeats Kingpin and begins hacking his computer for incriminating evidence. However, Max Dillon, who calls himself Electro, begins to cause havoc in Manhattan, forcing Spider-Man to leave. Kingpin states that any evidence that Spider-Man plans to find will be gone by the time he returns. Spider-Man arrives in Manhattan to face Electro, who tells him that he was experimented on in Ravencroft. He blames Spider-Man for not saving him and letting them hurt him since they were "partners". Spider-Man tries to calm Electro down, but Electro then goes into a rage and attacks Spider-Man which leads to a fight across New York. Spider-Man eventually defeats Electro.
Meanwhile, Harry Osborn discovers and injects himself with Richard Parker's spider venom and starts to cause havoc in the OsCorp building prompting Spider-Man to investigate. Spider-Man encounters a now insane and grotesque Harry who dubs himself the "Green Goblin". Spider-Man regrettably defeats his former best friend.
Afterwards, reports start to come in from the police that the RavenCroft Institute is under attack because of riots. Spider-Man heads to investigate, and it is revealed by Donald Menken that Ravencroft experimented on Cletus Kasady with a symbiotic red liquid code-named Venom (which was meant to cure Norman Osborn's disease). Spider-Man rescues all the staff stuck in the riot, and heads over to find Cletus, who has morphed inmates with the symbiote. The two fight and Cletus is overwhelmed by the symbiote and dubs himself Carnage. The two continue fighting and the battle ends with the symbiote getting burned, and Cletus is taken to the remaining custody at the prison.
Some time later, Peter visits Stan Lee again to talk about Harry Osborn and Uncle Ben. Stan encourages Peter to be the man that Uncle Ben wanted him to grow into the man he raised him to be, and Ben knew what a tough place the world is and that it needs heroes and that Peter is one of those heroes. Peter says that now he can prove to his Uncle Ben and everyone else, and Stan says his famous catchphrase "Nuff Said!". Later, Peter dresses as Spider-Man and swings around the city to save the day.
In a post-credits scene, Kingpin is on the phone with the Mayor of Manhattan about the Harry Osborn/Green Goblin incident and states that he will continue to finance the Enhanced Crime Task Force himself. After the call, Kingpin speaks to Chameleon, who has been posing as Donald Menken all along. When Chameleon asks what their next plan is, Kingpin states that "the real work begins".
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