The film starts right where the last left off. Wilson Fisk (the Kingpin of Crime) is just getting out of prison after five years of being incarcerated. The very beginning of the film shows Fisk holding a press conference in which he tries to redeem himself for his actions. Of course, Fisk having been a very influential man, the media and much of the public buy into his theatrics. Peter is shown watching the press conference from the break room of the Daily Bugle; the whole time he has a disgusted look on his face. Not able to watch any more of it, Peter goes out to swing away his frustrations. Mary Jane calls him while he’s swinging and they have a nice conversation about a party that Peter is planning to celebrate his Aunt May’s birthday.
Next, Harry arrives at a restaurant, at which he is meeting someone. Roderick Kingsley is said person to be met and Harry is a little thrown off by him. Kingsley tells Harry that he would like to form a partnership. Harry: “Fashion design isn’t one of Oscorp’s pursuits, Kingsley.” Kingsley: “Oh, I think you’ll be interested in some of the designs I have to show you.” Pulling a folder from a bag that hangs on his wheelchair, Kingsley lays it open on the table for Harry to see. Inside are the designs for Toomes’s flight suit as well as Norman’s goblin gear. “Where did you get these?” Harry asks. Kingsley simply says, “We’ll keep in touch,” and rolls away.
When Harry gets back home, his perceptions start to skew and his sanity seems to start breaking. Flashing back, we see Harry as one of his employees hands him a mysterious beaker full of serum of which the origin is unknown. The flashback skips forward and tests of the serum show that it could be used as a successful performance enhancer. Harry then volunteers to have the serum tested on himself. Without even seeing the test we know the result as we return to the present where Harry is losing his mind in his apartment.
Next, Wilson Fisk is having dinner in a nice restaurant by himself. Spider-Man shows up rather nonchalantly and sits down across from him. The two don’t speak to each other for a long time and Fisk seems to not have noticed Spider-Man, focused entirely on his meal. Finally the silence is broken by Fisk: “If you want me to buy you dinner, you’ll have to take off that mask, boy.” Spider-Man then goes into a long speech about the absurdity of his being released from prison and how easily everyone seems to be forgetting about his crimes. After giving his two cents, Spider-Man gets up to walk away but Fisk stops him. “Did you web my feet to the floor?” Fisk asks. Spider-Man chuckles and walks away.
Later, Peter is at the party he and Mary Jane have thrown for Aunt May. Harry comes unexpectedly and he looks terrible, his eyes sunken in and bloodshot. Peter pulls Harry aside and asks if there is anything wrong with him, knowing well already that there is. “You seem to be a bit wobbly yourself, Peter,” Harry says, nodding to Peter’s leg (the one Kingsley shot in the last film), “you’ve been favoring that leg all night.” Harry waits for some sort of response, but when Peter stands there and does nothing he simply walks out.
Later, Spider-Man is out swinging when he is attacked by someone all too familiar. Appearing to be wearing a redesigned version of Toomes’s flight suit with a goblin mask and a caped hood, Green Goblin resurfaces. Spider-Man fends for himself as much as he can, but this Green Goblin is much more skilled than the original and his flight is improved due to the replacement of the glider with wings. Eventually, Goblin pins Spider-Man down on a rooftop and rips off his mask.
“I knew it was you!” Goblin screams as he tears himself away from Peter. “You killed my father!” Harry yells, having removed his own mask. “He killed himself, Harry,” Peter tries to explain as he gets to his feet. Harry thinks it’s a lie and charges at Peter ferociously. The fight intensifies to the point where Harry almost runs Peter through with a sword, but Peter manages to get in a good shot that knocks Harry out and, replacing his mask, he swings away.
Next, Fisk unexpectedly finds Kingsley in his office. The two discuss the matter of power in the city, considering that Kingsley has for the most part taken over in Fisk’s absence. Fisk tells Kingsley that he had better watch his back because “Even I answer to someone now, and he isn’t an easy man to reason with.” So, the film goes on with Spider-Man dealing with Green Goblin II and the other problems that seem to be arising.
In the end, Spider-Man and Green Goblin II are fighting at the personally historical George Washington Bridge. The fight starts there and ends in a building by the docks. Green Goblin II is just about to kill Spider-Man when he is shot in the head. Spider-Man shouts in horror as he throws the body of his now dead friend off of him. Out of the shadows steps the gunman…
…Norman Osborn. Spider-Man is so shocked that he simply falls to his knees. Then, anger grows inside him. “What is this!” he yells as Norman sits down on a crate. Norman explains it all: “In my madness, I had hoped that my death would appear to be by your hands. I wanted this city to tear you apart. I wanted those people to think that you were no better than a common criminal. It worked for a while, but I didn’t die and they eventually forgave you. So, when the fall didn’t kill me, I figured I’d bring the worst misery I could down on you. Through indirect means I orchestrated this all, all the way down to Harry getting his hands on the goblin serum.”
“Your own son!” Spider-Man yells, “You did this to your own son, and then you killed him!” “He failed, Peter,” Norman says, keeping his cool the whole time as he kneels down to touch his dead son, “Through all of the planning, he failed and you’re still alive…but not for long.” Norman then goes on to explain that the city is now his and that “come morning I will be gunning for you with everything I have.” Norman stands silently as Spider-Man walks solemnly away (his rage had built so far to the point where he was going to punch Norman in the face, but he withdrew).
Just before he steps out the door of the building, Spider-Man calls back to Norman “Back there, just a minute ago, I was going to kill you, but I’m a better man than you are. So, I just want you to know that, come morning, I’m gunning for YOU with everything I’ve got.” Norman bursts out in wild laughter as Spider-Man swings away from the building. Roll credits