Peter Parker’s life takes another dramatic turn as Spider-Man faces a mysterious telepath, crosses paths with The Punisher, battles an uncontrollable Hulk, and uncovers the tragic story of Jean Grey. At the same time, Peter continues to struggle with the emotional consequences of Doctor Strange’s memory spell and his lost relationships with MJ and Ned.
The story opens with Peter Parker (Tom Holland) writing a letter to MJ (Zendaya), hoping that one day he will finally be able to give it to her and explain everything that happened between them.
Following the events that forced Doctor Strange to cast a spell making the entire world forget Peter Parker’s existence, Peter has been living almost entirely as Spider-Man. With no family, friends, or loved ones who remember him, he throws himself into protecting New York.
Over the next four years, Spider-Man takes on a growing list of dangerous criminals, including Mac Gargan, better known as Scorpion (Michael Mando), Tombstone (Marvin “Krondon” Jones III), Boomerang, Tarantula, and members of the mysterious organization known as The Hand.
During this time, Spider-Man also begins working closely with NYPD Detective Jean DeWolff (Liza Colon-Zayas).
Meanwhile, Peter continues to watch MJ and Ned Leeds (Jacob Batalon) from a distance. Both of them have moved on with their lives and attend MIT together, completely unaware that Peter was once one of the most important people in their lives.
A Mysterious Attack on Damage Control
One day, Spider-Man finds himself chasing a runaway military tank through Manhattan.
He is not the only one pursuing it.
Frank Castle, also known as The Punisher (Jon Bernthal), is chasing the vehicle as well. Spider-Man intercepts Frank and knocks him out of his vehicle, refusing to allow the Punisher’s violent methods to interfere with the situation.
Despite Spider-Man’s efforts, the tank crashes directly into a Department of Damage Control facility.
When Spider-Man opens the vehicle, however, he discovers something completely unexpected: an elderly woman is sitting inside.
It quickly becomes clear that she is not acting on her own.
A mysterious telepathic individual appears capable of transferring their consciousness from one person to another. Spider-Man notices the strange behavior just as the telepath jumps from the elderly woman into the body of a nearby security guard.
Spider-Man follows the possessed guard toward the rooftop but is too late to stop the villain’s plan.
Using another guard, the telepath manipulates an escort team into transporting Scorpion to Bellevue instead of the heavily secured Raft prison.
Before escaping, the mysterious attacker reveals one final surprise: there is a bomb hidden inside the tank.
Spider-Man races to stop it, but the device detonates before he can disarm it. Fortunately, the building has already been evacuated, preventing a massive loss of life.
The Search for “V-Max”
Detective DeWolff later informs Spider-Man that Scorpion has escaped from Bellevue. Determined to find out who is behind the attack, Peter follows a lead to a Russian bathhouse, where he unexpectedly encounters Yelena Belova (Florence Pugh). Yelena insists that Peter remove his Spider-Man suit before entering, although he keeps his mask on.
During their conversation, Yelena reveals that Damage Control has recently been attacked four separate times. Each attack appears to have the same objective. Someone is searching for something called “V-Max.”
Spider-Man decides to investigate the Department of Damage Control directly. There he meets Bill Metzger (Tramell Tillman), the man currently overseeing the facility. Peter is surprised to discover that ninjas from The Hand are apparently working alongside Damage Control personnel.
Metzger claims he has no idea who is responsible for the attacks or what “V-Max” actually means. However, Spider-Man notices an enormous secured vault inside the facility. Whatever the attackers are looking for, Peter becomes convinced that it is hidden somewhere behind those doors.
Peter Sees MJ Again
Later, Peter speaks with DeWolff on the phone while visiting a shop. During the conversation, he suddenly spots Ned. Unable to resist, Peter follows him back to the apartment Ned shares with MJ.
Ned and MJ are hosting a party at the apartment.
Peter quietly observes their lives from the outside and notices that Ned has covered one wall with theories about Spider-Man’s secret identity. Ironically, Ned believes Spider-Man could be Flash Thompson or even their former teacher, Roger Harrington.
Ned has also created a homemade “Spidey Tracker” application designed to monitor Spider-Man’s appearances throughout New York. Peter eventually sees MJ.
He gives her flowers that he had originally intended to bring to Aunt May’s grave. For a moment, Peter seems ready to reconnect with her. Then he watches MJ kiss another man. Heartbroken, Peter leaves the party and swings home alone. But when he arrives at his apartment, something strange begins happening to his body. Peter experiences intense pain before suddenly losing consciousness.
Spider-Man Begins to Change
Peter later wakes up outside his apartment wrapped inside a cocoon of webbing. He quickly discovers something shocking. His body is now producing organic webbing. At the same time, his mechanical web cartridges appear to have stopped functioning properly.
Peter turns to his artificial intelligence assistant, E.V. (Naomi Watts), for help. After analyzing his condition, E.V. determines that Peter’s arachnid DNA is continuing to evolve. The mutation is affecting his nervous system, physical abilities, and sensory perception. His senses have become far more powerful, but the sudden increase in sensory information also causes severe overload. Peter realizes that Spider-Man may be entering an entirely new stage of his mutation.
Spider-Man Nearly Loses Control
After slowly learning how to manage his new abilities, Spider-Man receives word that Scorpion is attacking a Damage Control facility in downtown Manhattan.
Peter immediately responds. At first, Scorpion overwhelms him. But during the battle, Peter stops resisting the strange changes happening inside him and allows his enhanced arachnid instincts to take control. The result is immediate—and terrifying.
Spider-Man suddenly becomes far stronger and more aggressive. He grabs Scorpion and violently throws him around the battlefield. During the fight, Peter slams Scorpion onto a police vehicle, severely injuring the officer inside. Peter then tears Scorpion’s mechanical tail from his body.
Only afterward does Spider-Man realize that Scorpion himself had been under the control of the mysterious telepath. Peter is horrified. For the first time, he begins to fear what he could become if he completely loses control of his new abilities.
Peter Turns to Bruce Banner
Looking for someone who understands what it feels like to battle another side of yourself, Peter visits a college campus where Dr. Bruce Banner (Mark Ruffalo) is teaching physics. Unfortunately for Bruce, most of his students are more interested in asking questions about the Avengers than learning about science. After the class ends, Peter approaches him privately. Bruce now wears a special inhibitor device around his wrist designed to prevent him from transforming into the Hulk.
Peter explains what has been happening to his body and asks Bruce for advice. He wants to create an inhibitor of his own. More importantly, Peter wants to develop a universal version capable of suppressing powers in other enhanced individuals. Peter eventually returns home and builds two devices.
One is designed for himself. The other is intended for the telepath.
MJ Becomes a Target
The mysterious telepath soon contacts Peter directly. They reveal that MJ is now their next target.
Spider-Man immediately races across New York, tracking civilians who appear to have been temporarily possessed. Using his suit’s scanning technology and his observations, Peter discovers an important limitation. The telepath appears capable of jumping between people only within a range of approximately 33 feet. During the chase, the telepath takes control of a helicopter pilot.
Spider-Man quickly webs the helicopter in place, preventing the villain from using it to reach more victims. Peter then rushes to MJ’s apartment. He convinces her that she is in danger and takes her away.
The two eventually stop on a rooftop. For a brief moment, something extraordinary appears to happen. MJ looks at Spider-Man as though she recognizes him. She removes his mask and kisses him.
Peter begins to believe that her memories are finally returning. But the moment quickly turns horrifying. The person speaking through MJ is actually the telepath. The entire scene has been a cruel psychological trick. The telepath forces MJ to step off the roof.
Spider-Man dives after her and manages to catch her, but MJ is left unconscious. When the telepath approaches Spider-Man while controlling another man, Peter finally catches a glimpse of the villain’s real body inside a nearby vehicle. The mastermind behind everything is a teenage girl (Sadie Sink).
The Telepath’s Identity Is Revealed
Spider-Man takes the unconscious MJ to Frank Castle’s hideout. The location is filled with traps and weapons, forcing Peter to carefully protect MJ from Frank’s own security measures. After some arguing, Frank reluctantly agrees to allow MJ to remain there. Peter then scans the telepath’s face.
Most official information about the girl appears to have been deliberately erased. However, Peter manages to recover one name:
Jean Elaine Grey.
MJ later wakes up and helps Peter solve a problem with his inhibitor design. The first device had overheated, but MJ suggests a possible adjustment that could stabilize it. Peter begins preparing a second inhibitor specifically designed to stop Jean’s telepathic abilities. During this time, Peter and Frank argue over their very different approaches to fighting crime.
Peter accuses Frank of acting as though he has nobody in his life worth protecting. Peter does not seem to fully understand the tragedy Frank suffered or what happened to his family.
Jean Takes Control of Hulk
Jean launches another attack on the Department of Damage Control. Peter immediately heads toward the facility. MJ convinces Frank that Spider-Man needs help, and Frank eventually follows him. Inside Damage Control, Metzger gathers his people inside a secure room while something powerful begins smashing its way toward the mysterious vault.
Spider-Man arrives and discovers that Jean has taken control of Bruce Banner. She has removed Bruce’s inhibitor. As a result, Bruce transforms back into the Hulk. At first, he appears to retain some of his Professor Hulk personality. Frank arrives and opens fire, while Peter attempts to separate Jean’s consciousness from Bruce. For a moment, they succeed. But something has already gone wrong.
Bruce tells Peter that something inside him has “broken.” His body suddenly transforms again. This time, he becomes a much larger and far more dangerous version of the Hulk — Savage Hulk. Spider-Man desperately tries to prevent Hulk from destroying the surrounding area. At one point, Peter even catches a massive amount of falling debris before it can crash onto the streets below. Eventually, Spider-Man reaches Bruce emotionally. He reminds Hulk that they are friends.
Bruce finally regains enough control to stop fighting before collapsing. Unfortunately, Jean has already found another target. She enters Frank Castle’s mind. Using Frank’s weapons and explosives, Jean destroys the entrance to the Damage Control vault. Spider-Man rushes inside before she can kill Metzger.
Peter activates the inhibitor and forces Jean out of Frank’s mind. Metzger then shoots Jean with a tranquilizer dart. As she loses consciousness, Jean whispers a single word:
“Sara…”
The Secret Behind Sara
Bruce is transported to a hospital while Jean is taken into Damage Control custody. Metzger thanks Spider-Man for saving everyone.
Peter asks him about the name Sara. Metzger claims Jean entered his mind and discovered a memory of a former coworker named Sara who had recently died. At first, Peter accepts the explanation. He then returns to Frank’s hideout.
There, another emotional confrontation awaits him. MJ has discovered Peter’s letter. Peter can no longer hide the truth. He tells MJ that he is Peter Parker and explains the relationship they once shared before Doctor Strange’s spell erased him from everyone’s memories. Peter finally tells MJ that he loves her. But MJ cannot return those feelings. She has no memories of their relationship. To her, Peter is essentially a stranger. Peter is devastated, but he understands. He eventually takes MJ home.
There, she allows him to meet Ned. Ned is incredibly excited to meet Spider-Man, unaware that Peter was once his best friend. During their conversation, however, MJ says something important. She explains that she has no memory of what happened while Jean was controlling her.
That immediately makes Peter suspicious.
If people cannot remember what Jean sees or does while possessing them, how could Metzger know that Jean entered his mind and saw a memory about Sara? Peter realizes that Metzger has lied to him.
Jean Grey’s Tragic Past
Spider-Man contacts Yelena again. She digs deeper into Jean’s records and discovers that much of her history has been deliberately erased by Damage Control. Yelena also uncovers the truth about Sara.
Sara was not Metzger’s coworker. She was Jean Grey’s sister.
Peter immediately realizes Jean is in serious danger. At Damage Control, Jean is strapped into a chair while Metzger prepares a machine designed to test the full range of her powers.
A flashback reveals Jean’s childhood. Jean and Sara were abandoned by their mother after their mutant abilities began to appear. Sara had developed similar powers and taught Jean how to transfer her consciousness between people.
Eventually, Damage Control agents led by Metzger came to arrest Sara. Jean wanted to save her sister. Sara stopped her, apparently sacrificing herself to protect Jean. Back in the present, Jean finally understands the meaning of “V-Max.”
It was not a weapon or an object. It was something Sara had seen while secretly observing the laboratory through the ventilation system. Jean realizes that Damage Control had experimented on Sara.
Those experiments ultimately killed her. Overcome with grief and rage, Jean removes her inhibitor.
Her abilities suddenly expand beyond anything anyone expected. A massive psionic wave spreads across New York City. Almost everyone inside the affected area becomes completely frozen in place. MJ and Ned are among them.
Spider-Man Fully Accepts Who He Is
Frank Castle happens to be positioned just beyond the edge of Jean’s telepathic range. Realizing how dangerous she has become, Frank prepares a sniper rifle. Frank’s plan is brutally simple. Kill Jean before she can hurt anyone else.
Meanwhile, Spider-Man reaches the Damage Control facility. Jean has taken control of The Hand’s ninjas, turning them against him. At first, Peter is overwhelmed. Then he makes a decision. Instead of suppressing the changes happening inside his body, Peter removes his inhibitor.
He finally accepts that he does not need to choose between his two identities. He can be both Peter Parker and Spider-Man. With his enhanced arachnid abilities fully unleashed, Spider-Man tears through The Hand and the remaining Damage Control guards. He eventually reaches Jean. Inside the room, Jean is preparing to kill Metzger with multiple shards of floating glass.
Frank watches from a distant sniper position. Peter realizes that fighting Jean physically will not solve anything. Instead, he lowers his defenses. He allows Jean to enter his mind.
Aunt May Helps Save Jean
Inside Peter’s memories, Jean sees Aunt May (Marisa Tomei). Peter shows her a memory of May speaking to him during one of the most difficult moments of his life. But in Jean’s mind, Peter changes the perspective.
Jean now sits where Peter once sat. For a moment, it feels as though Aunt May is speaking directly to Jean. Her words remind Jean that grief does not mean she has to face the world alone. Peter then speaks directly to Jean. He tells her that he also knows what it feels like to lose someone he loves.
Jean finally understands. Her anger begins to disappear. She lowers the glass and stops the attack. But Frank has already pulled the trigger. Peter sees the bullet coming. He pushes Jean out of the way. The shot hits Spider-Man instead. Jean immediately uses her powers to keep Peter alive. Frank realizes what he has done and rushes Peter to the hospital. News of Spider-Man’s condition spreads across New York. Thousands of people gather and wait anxiously to learn whether their hero will survive.
Peter Parker Is No Longer Alone
Peter eventually wakes up in the hospital. Frank Castle is sitting beside him. For once, Frank shows genuine remorse. He admits that Peter was hurt because of him. More importantly, Frank finally acknowledges something neither of them expected. They have become friends.
Frank helps Peter escape the hospital without revealing his identity. To distract the crowd outside, Frank puts on Spider-Man’s mask and gloves and appears near the hospital window. Meanwhile, Peter secretly watches the enormous crowd cheering for Spider-Man.
For years, Peter believed he had lost everyone. Now he realizes something important. Even if the world does not remember Peter Parker, millions of people still care about Spider-Man. Elsewhere, MJ sits inside her apartment. She is still wearing the Black Dahlia necklace Peter gave her years ago. As she looks at it, a faint smile appears on her face. Perhaps some part of her still remembers.
Ned Begins to Remember Peter
Jean eventually leaves New York on a bus. Peter later meets Detective DeWolff. She tells him that Metzger has disappeared and that authorities have begun investigating the Department of Damage Control. DeWolff is also happy to see that Spider-Man finally seems less isolated. However, she encourages him to take some time to rest.
Peter then finds Ned. He approaches him and performs the secret handshake they used years earlier. Ned pauses. Something about the gesture feels familiar. For the first time, it appears that Ned’s memories of Peter Parker may be slowly returning.
Post-Credits Scene
After the credits, Ned’s homemade Spidey Tracker application suddenly loses Spider-Man’s signal on Earth. The tracker begins searching farther and farther away. Eventually, it reaches deep space. Then the signal appears again. Somewhere beyond Earth, the app detects Spider-Man. The screen fades to black. One final message appears:
“Spider-Man will return.”