In this gripping family drama taking place 7 years after the events of Spider-Man 4 Peter and Mary Jane Watson's son Paul Stacy (Played by Hugo Weaving) becomes involved with the doings at the once great Passengers. But not everyone at Passengers had given up their evil ways. Peter's once friend and teacher Lonnie Lincoln (Played by Sean Bean) creates with help from fellow engineers including that of Peter himself a formula from the blood of Phoenix. Under pressure from the new owners of Passengers Lincoln uses the drug, but with no test subjects, he injects Paul with the formula and turns the boy into Phoenix Force, but something goes wrong and Paul Stacy loses control over his mind, turning on the ones he loves. Killing both his mother and girl friend (Played by Rebecca Hall).
With this new threat to New York, Spider-Man, the true Spider-Man must return from his retirement to save both his city and the life of his son. But can a father forgive his son for taking the life of his wife. And can Peter save Paul from the formula that is destroying his mind, and the police. Spider-Man is now public enemy number one, and the Chief doesn't care which Phoenix Force is brought to justice.