Peter takes a few photos of Beck as Mysterio, and J. Mysterio tells Spider-Man that he trifles with his power once again, Mysterio tells him that Peter will face his doom today, and he hits him as Mysterio's helmet drops reveals himself to be Quentin Beck. Shocker is apprehended in a warehouse after attempting to use an experimental propulsion system to enhance his powers, while Mysterio is knocked out with one punch from Spider-Man while trying to rob a Speedy Mart. Spider-Man eventually teams up with Black Cat, who leads him to the Shocker, who escaped during Beck's initial competition with Spider-Man. Both of these attacks are thwarted by Spider-Man's efforts, with no casualties.

The embarrassment causes Beck to assume the identity of Mysterio, attacking journalists attending his press conference, and commands his 'UFOs' to 'invade' the Statue of Liberty. Consequently, Beck tries to kill Spider-Man, but is thwarted. In the time following, special effects artist Quentin Beck tries to prove that Spider-Man is a fraud by challenging Peter in a series of 'games'. Octavius, now known as Doctor Octopus, kidnaps Aunt May, but she is saved by Spider-Man. He blames Spider-Man for the incident, despite the fact that Spider-Man was not in the lab until the middle of it. His fusion creates a strong magnetic field, destroying the lab, killing his wife Rosie, and grafting his metal arms to his spine and giving his arms control over him. To control this fusion, he creates four metal arms which he can mentally control. Meanwhile, Doctor Otto Octavius attempts to recreate nuclear fusion of that seen in the sun to provide an energy source for Manhattan. Soon after this, he thwarts an attack in the streets of Manhattan by an armored supervillain named Rhino. After a dinner with Mary Jane Watson, Peter thwarts an armed looting of an art museum, while there he encounters the mysterious Black Cat. Spider-Man is trying to balance his civilian and superhero life, frequently late or absent for school, work, and is almost never able to spend time with his friends. Two years after the events of the first game. Curt Connors (Appears as Lizard in GBA version only)

Vulture (Adrian Toomes) (Last appearance) (PSP version only).

Puma (Thomas Fireheart) (Only appearance) (PC and GBA versions only).

Rhino (Alexander O'Hirn) (First appearance).

Mysterio (Quentin Beck) (Only appearance).

Shocker (Herman Schultz) (Last appearance).

Black Cat (Felicia Hardy) (Only appearance).

Spiderman 2 gameboy advance