Towards the end of the season, Spider-Man and company discover the existence of a cult-like organization led by Adrian Toomes called themselves the Goblin Nation, armed with the same kind of Goblin technology used by Norman. Convinced by Peter's memories of Uncle Ben into seeing the error of his ways, Otto Octavious eventually reverses the body-swap and works to restore Peter's relationships with his peers while reforming himself as an ally to Spider-Man. Taking place a few months after the previous season, Peter navigates through his sophomore year while contending with Doctor Octopus' plot of becoming the Superior Spider-Man by possessing his body. Other characters introduced in this season include May Parker, Flash Thompson, Liz Allan, Randy Robertson, Iron Man, Hulk, Black Widow, and Sandman. īesides Norman and Jackal, other villains introduced this season include Doctor Octopus, Vulture, Venom, Rhino, the Smythes ( Spencer and Alistair), Hammerhead, Kraven the Hunter, Black Cat, A.I.M., Curt Connors, Sand Girl, Scorpion, and Crossbones. Joining Peter in his ordeals against Norman Osborn, Jackal, and numerous other villains are his classmates Gwen Stacy, Miles Morales (who develops powers similar to Peter's and becomes the Ultimate Spider-Man), and Anya Corazon, as well as his best friend Harry Osborn (who eventually becomes the superhero Hobgoblin).

Sometime later, Peter begins learning how to balance his crime-fighting career with his new enrollment at Horizon High, a school for students with genius-level intellect run by headmaster Max Modell. After the death of his Uncle Ben by a burglar that he hesitated to stop at a wrestling arena, Peter comes to his own terms of being the superhero Spider-Man. Gifted teenager Peter Parker is given superpowers when he is bitten by a radioactive spider during a school field trip to Oscorp Industries.

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