Peter has begun to feel secure in his life and plans to propose to Mary Jane. One night in a park, while Peter and Mary Jane are on a date, a small meteorite crashes nearby, and an alien symbiote oozes out, attaching itself to Peter's moped. Meanwhile, escaped convict Flint Marko falls into a particle accelerator which transforms him into a shape shifting sand manipulator. Peter's best friend, Harry Osborn, who seeks vengeance for his father's death, which he believes Peter caused, attacks him. The battle leaves Harry with short-term amnesia, making him forget his vendetta.

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