The next morning, Peter was contemplating in his home.
Peter: Am I not supposed to have what I want? What I need? What am I supposed to do?
Entering his room was Ursula, the daughter of Mr. Ditkovich, his landlord.
Ursula: I shouldn't have without… ...knocking.
She knocked on the door.
Peter: Come in.
She went in the room.
Ursula: Hi.
Peter: Hi.
Ursula: Would you like a piece of chocolate cake?
Peter: Okay.
Ursula: And a glass of milk?
Peter: That would be nice.
Ursula: Okay.
Later, Peter had finished eating the chocolate cake Ursula fixed for him.
Peter: Thank you.
Ursula: You got a message. (gets out a piece of paper) It's your aunt.
Peter: Thanks.
Later, after reading the message, he and his friends went to see Aunt May, who was packing some things in boxes.
Peter: What's going on?
May: Oh, they gave me another few weeks, but I decided the hell with it. I'm moving on. I found a small apartment.
Leonardo: Why didn't you tell us?
May: I'm quite able to take care of things myself. And Henry Jackson across the street is giving me a hand and I'm giving him 5.
Lola: (points to a young boy) That's Henry Jackson?
May: Yes. It's funny what happens in two years. Nine years old, has great ambitions.
Peter: Listen, about my last visit...
May: Pish-posh, we needn't talk about it. It's water over the dam or under the bridge or wherever you like it. But you made a brave move in telling me the truth. And I'm proud of you. And I thank you, and I… I love you, Peter. So very, very much. (hugs Peter)
Peter: (checks in one box) Hey. Where are all my comic books?
May: Those dreadful things? I gave those away.
Henry: I put the pans in the box, Mrs. Parker.
May: Thank you, Henry.
Henry: Hi, Peter.
Peter: Hey, Henry. You're getting tall.
May: Henry, why don't you put those cookbooks in with the mixer.
Henry: Okay. (to Peter) You take Spider-Man's pictures, right?
Peter: I used to.
Henry: Where is he?
May: Henry and I agree. We don't see his picture in the paper anymore.
Peter: He… quit.
Henry: Why?
Peter: Wanted to try other things.
Henry: He'll be back, right?
Peter: I don't know.
May: You'll never guess who he wants to be. Spider-Man.
Peter: Why?
May: He knows a hero when he sees one. Too few characters out there, flying around like that saving old girls like me. And Lord knows, kids like Henry need a hero. Courageous, self-sacrificing people, setting examples for all of us. Everybody loves a hero. People line up for them. Cheer them. Scream their names. And years later, they'll tell how they stood in the rain for hours, just to get a glimpse of the one who taught them to hold on a second longer. I believe there's a hero in all of us that keeps us honest, gives us strength, makes us noble, and finally allows us to die with pride. Even though sometimes we have to be steady and give up the thing we want the most. Even our dreams. Spider-Man did that for Henry, and he wonders where he's gone. He needs him.
Peter and the gang were in awe. Everyone needs him to be the hero that he is. To help others and make a great role model for people to look up to.
May: Do you think you could lift that desk and put it into the garage for me? But don't strain yourself.
Peter: Okay.
Later, Peter decides to test and see if he could use his powers again.
Lisa: (holds Peridot's tape recorder and pressed record) Now, testing power test take A-113.
Buttercup: What happened to the other test takes?
Lisa: Critical failure.
Buttercup: Aaaah.
Peter began to run and jumped across the building. He had gotten his powers back.
Peter: I'm back! I'm back!
Lincoln: It worked!
Team Powerpuff: Hooray!
He then fell down on top of a car.
Peter: My back. My back.
In an apartment….
John Jameson: Honey, you sure you don't want to invite your friend, the photographer? Peter Parker?
Mary Jane: Positive.
John Jameson: Thought he was your pal.
Mary Jane: Peter Parker?
John Jameson: Yeah.
Mary Jane: He's just a great big jerk.
John Jameson: The world's full of great big jerks.
Mary Jane: You're adorable.
John Jameson: It's just the uniform.
Mary Jane: Lean your head back for me.
John Jameson: Put my head back?
Mary Jane: Yeah, just do it.
John Jameson: Just put my head back? Okay.
He leaned his head back and she kissed him.
John Jameson: Wow. I'm back on the moon. You up there with me?
The next day, at a local coffee shop, Peter was on the same table with Mary Jane.
Peter: Hiya.
Mary Jane: Surprised?
Peter: Very.
Mary Jane: Thanks for welcome.
Peter: Everything okay?
Mary Jane: You might say so. This is funny. I'm not sure how to begin. You know how our minds play tricks on us.
Peter: Tell me about it.
Mary Jane: Well, mine did a real number on me. Some part of me heard what you had to say after the show that night that you were different. But I didn't want to listen. I was afraid to trust you. But I've been thinking about it...
Peter: Listen, there's more for me to say. I maybe rushed into things. I thought...
Mary Jane: Wait a minute. What are you saying?
Peter: I'm saying… I thought I could be there for you, Mary Jane… ...but I can't. My mind was playing tricks too.
Mary Jane: Do you love me, or not?
Peter: I… ...don't.
Mary Jane: You don't. Kiss me.
Peter: Kiss you?
Mary Jane: I need to know something. Just one kiss.
As she was about to kiss, Peter's spider sense tingled.
Chorus: Spider-sense!
Behind him, a taxi cab was thrown into the coffee shop. He got Mary Jane out of the cab's way.
Mary Jane: What's happening?
That cab was thrown by Doc Ock as he used his robotic tentacles arms to grabs Peter Parker.
Doc Ock: Peter Parker… ...and the girlfriend.
Peter: What do you want?
Doc Ock: I want you to find your friend Spider-Man. Tell him to meet me at the Westside Tower at 3:00.
Peter: I don't know where he is.
Doc Ock: Find him and the girls. (his robotic tentacles surround M.J.) Or I'll peel the flesh off her bones.
Peter: If you lay one finger on her...
Doc Ock: You'll do what?
Peter was buried under the debris as the madman used his tentacles to grab the girl and ran off. He broke out of the debris. Through his glasses, his vision blurred, but when he took them off, his vision became very clear. Determination ran through him, for he decides to go back as the web-slinging Spider-Man. But first, he had to take care of something. At the Daily Bugle, J. Jonah Jameson looked at the costume of Spider-Man.
Robby: Still no word on the whereabouts of your son's fiancée. Sorry, Jonah.
J. Jonah Jameson: It's all my fault. I drove Spider-Man away.
Robby: He was the only one who could've stopped Octavius.
J. Jonah Jameson: Yes. Spider-Man was a hero. I just couldn't see it. He was a...
As he turned his back for one moment, a thwicking sound was heard. He looked back and saw a note where the costume once laid. It read 'Courtesy, your friendly neighborhood Spider-Man.'
J. Jonah Jameson: A thief! A criminal! He stole my suit! He's a menace to the entire city! I want that wall-crawling arachnid prosecuted! I want him strung up by his web! I want Spider-Man!
Yes, Spider-Man was back and better than ever. He, along with Team Powerpuff, went to the Westside Building on the exact time to meet Doc Ock and his goons.
Lincoln: Where's his girl, Doc?
Doc Ock: Oh, she'll be just fine. Let's talk.
The heroes and the villains duke it out on the building. They traded punches hand-to-robotic tentacle. When Spidey fell, Doc Ock threw a hand of a clock at him, but the web slinger used his web to throw it back at him.
Leonardo: Alright, surrender now. You don't want any trouble.
Raphael: We, on the other hand, do.
Mojo Jojo: Then I guess I'll use my… (his robot appears) ROBO JOJO! (The robot gets run over by an ongoing train) That wasn't supposed to happen.
Blossom: Huh. That was surprising.
Lisa: Ock, we don't have to do this.
Doc Ock: Sure we do, my dear Lisa. (Takes off his goggles)
The young prodigy was horrified to see that one of her idols was the rampaging eight-armed Doctor Octopus.
Lisa: Otto?
Doc Ock: Surprised to see me?
Lisa: But the explosion… the tentacles… they're-they're...
Doc Ock: My new friends now.
Lisa: But...but…. Otto…. (faints and falls on top of the ongoing train)
Lincoln: Lisa!
Doc Ock: And now, it's time for all of you to die!
Spider-Man: Not this time!
Spider-Man then used both of his webs to grab the villain and take him down. They all fell until they hit the top of the train. On top of the train, the two have a battle as Spider-Man dodged his tentacle attacks. The tentacles fling the wall crawler in the air, but he went through a slot and got back onboard. On the side of the train, Doc Ock grabbed Spidey and rammed him in. The superhero got out and shot a web, but he had to avoid another incoming train. After the train passed, he looked for the mad villain. He checked the side of a train and the bad guy used a metal tentacle to hit him off the train. Spider-Man used his webs to swing back to the train. Doc Ock then grabbed two passengers and threw them out, but the hero used his web to save them. When he got back on the train, Doc Ock pulled the lever on the train's control system, making the train go extremely fast.
Doc Ock: You have a train to catch.
The villain left the scene. Now, the gang are left with a speeding train.
Train Conductor Nogla: Help! Help! Help! I can't stop it! The brakes are gone!
Spider-Man took off his mask and looked in the distance. Far away was a train stop, and if the train were to hit it, many of its passengers would die.
Yoshino: We've got to stop this train.
Lori: But how do we literally stop a train without the brakes?
Peter got in front of the train.
Vanoss Passenger: Look, it's Spider-Man!
Train Conductor Nogla: Oh, my God, this is it!
Peter: Tell everyone to hang on!
Train Conductor Nogla: Brace yourselves!
He got down and tried to stop it by putting his feet on the tracks, but the tracks broke off.
Train Conductor Nogla: Any more bright ideas?
Lincoln: (sees some buildings and gets an idea) Peter, use your webs at the buildings!
Peter shot some webs at some buildings and held on to them. He nearly fell off, but he got back on.
Train Conductor Nogla: Whoa, watch out!
Peter shot more webs and held on tight, as his costume started showing tears and train windows were breaking. The train began to slow down.
MiniLadd Passenger: We're slowing down.
Webs were breaking off and everyone braced for impact. The train broke the stop, but it slowed down before it could ever fall to the ground and crash. Peter collapsed, having used up his energy to slow the train down. The gang and the passengers carried him in the train.
Lana: Nice and easy, we'll go down.
Donatello: Slower. Gently.
They set him down.
Lincoln: (sees Lisa, who was recovered from her shock.) Lisa! (Runs to Lisa) You're alive!
Lisa: Lincoln, what happened?
Lincoln: Those tentacles, they got to him. And Mojo and Eggman… they made him into who he is right now.
Lisa: (sad) He was my idol…. He became this because of them… those… things. Those robotic tentacles. They made him a monster. (tears well up in her eyes)
Lincoln: Lisa, I know it's hard for you that he's with our enemies. We have to find a way to stop them. To get him back to normal. Even if it costs us our lives.
Lisa, tearful, hugs her brother in comfort. Meanwhile, the passengers looked at the unconscious Peter in his Spider-Man costume.
Female Passenger: Is he alive?
Passenger SMG4: He's… ...just a kid. No older than my son.
Peter woke up.
Passenger: It's alright.
Tsubusa: We found something.
In her hand was his mask. They gave him his mask back.
Hikaru: We won't tell nobody.
Peter put his mask back on.
Hikaru: It's good to have you back, Spider-Man.
Bubbles: (hugs Spider-Man) Welcome back, Spider-Man.
Suddenly, the door came off and Doc Ock entered.
Doc Ock: He's mine!
Passenger: You want to get to him, you got to go through me.
Passenger 2: And me.
Passenger 3: Me too.
Doc Ock: Very well.
Using his robotic tentacles, he got them out of his way and grabbed Spider-Man.
Sonic: Hey! Not cool!
The hedgehog was about to attack Otto, but he was hit by Eggman's robot.
Dr. Eggman: Hello again, Sonic. We've been expecting you.
Blossom: You again?!
Dr. Eggman: Isn't it obvious? Mojo and I came for our revenge.
Lori: Too bad, Baldy. They've got us, and we're like family to them.
Mojo Jojo: What a coincidence. We have someone who knows a lot about you.
Lincoln: Someone? Who?
???: Lincoln...
Lola: (nervous) Is that who I think it is?
Lana: (with a scared Gizmo) Yep. It's him.
Stripe fired a pistol at them. They avoided the attack.
Lincoln: Ahh! Stripe! No hard feelings about what happened at the store, right?
Stripe's response was to claw his shirt, making marks on it.
Lincoln: My shirt!
Luan: Yep, he's mad.
Lisa: Not again. You guys just brought back a monster.
Dr. Eggman: What do you expect when we want Gizmo before Goblin died.
Leni: You shouldn't do this! You know how gremlins get when they're out!
Mojo Jojo: Too bad. We need you to come with us. Harry would like to see the spider and kill him for his dad's death. Stripe! Tie them up!
Stripe ties Team Powerpuff up and Doc Ock knocked Spider-man out cold. They got to Harry's mansion with the captives.
Doc Ock: Where do you want him and his friends?
Harry points to a bed and the man set them down.
Doc Ock: Now, the tritium?
Harry opened a safe and Doc Ock got the tritium.
Doc Ock: Yes.
The villains left and Harry grabs a knife out of the lamp table and walks to Spider-Man.
Harry: If only I could cause you the pain that you caused me. First, let's see who's behind the mask. I can look into your eyes as you die.
He took off the mask and Spider-Man was revealed to be Peter.
Harry: Oh god! It's Pete. (drops the sword) No. It can't be.
Lincoln: Harry, listen, your dad was the Green Goblin.
Harry: Ridiculous. First, my friend killed my dad, now you expect me to think my dad's the goblin who made the attack on the parade?
Lincoln: Kinda.
Peter broke out of his bonds and frees the gang.
Peter: Harry. Where is she? Where is he keeping her? He and his goons got MJ.
Harry: No, all they want was the tritium.
Peter: Tritium?
Lisa: The machine. He's making it again.
Leni: And when that happens, Mary Jane will die, along with the half of New York.
Peter: Where are they?
Harry: Peter… ...you killed my father.
Peter: There are bigger things happening here than me and you. Harry, please, we've got to stop them.