Four years after Doctor Strange’s spell erased Peter Parker’s identity from everyone’s memory, Peter has completely accepted the lonely reality of his new life. The world still knows and celebrates Spider-Man, but nobody remembers the young man beneath the mask. Living alone in New York City, Peter dedicates himself entirely to crime-fighting, working closely with NYPD detective Jean DeWolff while avoiding meaningful personal relationships. Although he occasionally checks social media to see how his former best friend Ned Leeds and Michelle Jones are doing at MIT, he keeps his distance, convinced that reconnecting with them would only put their lives in danger. Over the following months, Spider-Man’s reputation grows as he defeats increasingly dangerous threats, including Scorpion and members of the Hand. Yet beneath his heroic success, Peter is increasingly troubled by persistent headaches, loneliness, and unresolved grief.
Peter’s latest investigation begins when he pursues a hijacked military tank through Manhattan. After briefly crossing paths with Frank Castle, the Punisher, Spider-Man follows the vehicle to a Department of Damage Control facility. The tank crashes into the building, where Peter discovers a terrified woman who has no recollection of how she got there. His Spider-Sense suddenly detects something unusual: a mysterious presence appears to be jumping from person to person. The entity possesses a Damage Control officer overseeing Scorpion’s transfer and uses him to free the imprisoned villain. Before disappearing, the mysterious figure taunts Spider-Man for failing to notice a bomb hidden inside the tank. Moments later, the tank explodes, leaving Peter convinced that he is dealing with an enemy unlike any he has encountered before.
Seeking help, Peter contacts New Avenger Yelena Belova. She concludes that the mysterious adversary is not simply controlling people’s minds but actually possessing their bodies. Yelena also reveals that the entity has repeatedly searched Damage Control records for something called “V-Max.” However, she refuses to become directly involved, explaining that the New Avengers have larger problems to deal with. Peter consequently approaches Damage Control director Bill Metzger, hoping to learn what V-Max means. Metzger claims to know nothing about it, leaving Peter with few leads.
Peter’s investigation unexpectedly brings him face-to-face with Ned Leeds. Following Ned to an MIT graduation celebration, Peter observes from a distance before Ned notices him. During their encounter, Ned enthusiastically shows him an online bulletin board dedicated to uncovering Spider-Man’s identity, as well as a “Spidey Tracker” application that allows users to monitor the superhero’s movements. Peter is fascinated by how much Ned still cares about Spider-Man despite having no memory of their friendship. However, the encounter becomes painful when Peter sees Michelle with another man. Overwhelmed by memories and emotions he has tried to suppress, Peter experiences a panic attack and flees.
The next morning, Peter awakens to discover that his body has undergone a startling transformation. He is cocooned in organic webbing and unable to free himself. His artificial-intelligence assistant, E.V., determines that Peter’s intense emotional trauma has accelerated mutations within his spider DNA. As a result, his body is naturally producing webbing, making his mechanical Web-Shooters largely obsolete. More concerningly, Peter’s enhanced spider instincts are becoming increasingly difficult to control. During a confrontation with an enthralled Scorpion, his animalistic impulses nearly overwhelm his judgment, frightening Peter into seeking a solution before his powers completely consume his humanity.
Peter travels to Empire State University to consult Professor Bruce Banner. Banner explains that his Hulk Inhibitor Device suppresses the genetic transformation that causes him to become the Hulk and theorizes that similar technology could potentially inhibit Peter’s rapidly mutating spider DNA. However, Banner warns that creating a universal inhibitor capable of suppressing different types of superhuman mutations could be extremely dangerous. Peter nevertheless develops a prototype, but the device fails during testing.
Meanwhile, the mysterious telepath continues manipulating Peter’s investigation. The entity infiltrates his apartment through possessed civilians and discovers a letter Peter wrote to Michelle years earlier but never delivered. Using Ned’s online activity to locate Michelle, the telepath deliberately lures Peter into a chase across the city. Peter realizes that the enemy is moving between hosts, and with E.V.’s assistance, he begins calculating the distance and timing of each possession. Eventually, he manages to isolate the telepath’s movements and rescues Michelle.
On a rooftop, Michelle begins questioning why Spider-Man has repeatedly appeared whenever she is in danger. She wonders whether they knew each other before the world forgot Peter Parker. When she unexpectedly kisses him, Peter is overwhelmed by the possibility that some part of their connection still exists. However, the apparent romantic moment is revealed to be another manipulation. The telepath has possessed Michelle and suddenly forces her toward the edge of the building. Peter manages to save her from falling and retrieves his old letter, but the telepath escapes. Before disappearing, however, Peter captures an image of her true face.
Peter and Michelle take the evidence to Frank Castle’s base. With Castle’s assistance, they identify the mysterious telepath as Jean Grey, a young foster child possessing extraordinary psychic abilities. Peter and Michelle begin constructing two inhibitor devices based on Banner’s technology. Their investigation takes a terrifying turn when Jean possesses Banner. Under her influence, Banner transforms into the Hulk and attacks a Damage Control vault while searching for information about V-Max. Castle joins Peter in pursuing them. Jean abandons Banner and possesses Castle instead, forcing Peter to fight the Punisher while Banner’s inhibitor is destroyed and the Hulk runs rampant. Realizing that brute force will not stop Banner, Peter finally reveals his secret identity to him. The revelation allows Banner to recognize his friend beneath the mask and regain enough control to calm himself.
Jean eventually confronts Bill Metzger directly. Peter manages to attach an inhibitor to her, temporarily neutralizing her psychic abilities. With Banner subdued, Damage Control takes Jean into custody and transfers her to a facility on Roosevelt Island. Peter remains suspicious of Metzger, however, particularly after Jean repeatedly murmured the name “Sara” while sedated. When Peter asks Metzger about the name, he claims Sara was merely a deceased colleague whose memory resurfaced while Jean was controlling him.
At Castle’s base, Peter discovers Michelle holding the letter he had written years earlier. He finally admits that he deliberately kept his distance because he believed being around her would endanger her. Although he still loves her, he accepts that Michelle no longer remembers their relationship and therefore cannot return those feelings. Peter brings her home to the apartment she shares with Ned and apologizes for the kiss on the rooftop. Michelle explains that she remembers nothing about the incident because Jean was controlling her at the time.
Peter soon realizes that Metzger lied. Yelena contacts him and reveals the truth: Sara was Jean Grey’s sister, and the Damage Control organization had abducted Sara for experimentation. Peter races toward Roosevelt Island while Michelle accidentally calls him “Peter” in front of Ned, suggesting that fragments of her forgotten memories may still exist beneath the surface.
At Roosevelt Island, Jean awakens from the inhibitor’s effects and begins remembering the circumstances surrounding her sister’s disappearance. She desperately wants to know what happened to Sara and what Sara meant by her final telepathic message: “V-Max.” Metzger, meanwhile, begins an experiment designed to replicate Jean’s psychic abilities so that Damage Control can weaponize them. Jean notices a worn “Vent Max” label on an air vent and suddenly realizes that “V-Max” was not a secret code at all—it was the final thing her dying sister saw.
The revelation triggers an enormous psychic explosion. Jean’s grief and rage erupt across New York City, freezing sections of the city in a massive psionic field. Castle prepares to assassinate Jean from a distance, while Peter struggles against the psychic effects. Damage Control deploys the Hand, whose members have been enthralled by Jean and equipped with weapons capable of neutralizing Spider-Man’s synthetic webbing.
Jean attempts to persuade Peter to abandon the people and institutions that fear and exploit superhumans. She argues that neither of them should have to suppress what they are. Peter initially resists his growing instincts, but ultimately realizes that his powers and humanity are not mutually exclusive. He removes the inhibitor suppressing his mutations and fully embraces his enhanced abilities. Freed from his self-imposed limitations, Peter defeats the enthralled Hand and reaches Jean.
Rather than attacking her, Peter invites Jean into his mind. She experiences his memories, including the loss of Aunt May and May’s lessons about accepting the responsibility that comes with being different. Through Peter’s memories, Jean recognizes that he understands her pain. Both have lost people they loved, but Peter chose compassion instead of allowing grief to consume him. The connection finally breaks through Jean’s anger, giving her the emotional support she has been denied for years.
Just as Jean prepares to kill Metzger, Castle fires a sniper round at her. Peter instinctively jumps in front of Jean and takes the bullet himself. Critically wounded, he collapses as the psychic field begins to disappear. Castle rushes Peter to Bellevue Hospital while Jean uses her telepathic abilities to keep him alive by forcing him to continue breathing. News of Spider-Man’s sacrifice spreads throughout New York, and crowds gather outside the hospital in support.
When Peter eventually awakens, Castle helps him escape unnoticed by disguising himself as Spider-Man. Jean quietly leaves New York on a bus, apparently choosing a new life rather than allowing her anger to define her. Meanwhile, Michelle wakes up and unconsciously finds comfort in the necklace Peter once gave her. Although she still cannot consciously remember Peter, something about the necklace seems to reconnect her emotionally with the person she once loved.
Peter visits Aunt May’s grave at sunrise. Reflecting on everything that has happened, he promises that he will no longer carry his burdens completely alone. Detective DeWolff tells him that Metzger has disappeared and that Yelena is assisting with the investigation into Damage Control’s activities. Later, while buying flowers, Peter encounters Ned. Rather than immediately revealing himself, he simply introduces himself as “Peter.” The two repeat the old handshake they once shared. Ned instinctively performs it correctly, then slowly realizes that the stranger standing before him is actually his forgotten best friend.
The film concludes with Peter once again swinging through New York as Spider-Man. Although he remains separated from Michelle and still lives with the consequences of Doctor Strange’s spell, Peter has finally accepted that his identity does not have to be defined by his losses. He can be both Peter Parker and Spider-Man without sacrificing either part of himself. In the final scene, the Spidey Tracker suddenly detects Spider-Man’s location—but the signal is no longer coming from New York. It appears to be somewhere far beyond Earth, in outer space, hinting that Peter’s next adventure will take him far beyond the streets of Manhattan.
