Peter Parker has finally managed to piece together the once-broken parts of his life, maintaining a balance between his relationship with Mary-Jane and his responsibility as Spider-Man. But more challenges arise for our young hero. Peter’s old friend Harry Obsourne has set out for revenge against Peter; taking up the mantle of his late father’s persona as The New Goblin, and Peter must also capture Uncle Ben’s real killer, Flint Marko, who has been transformed into his toughest foe yet, the Sandman. All hope seems lost when suddenly Peter’s suit turns jet-black and greatly amplifies his powers. But it also begins to greatly amplify the much darker qualities of Peter’s personality that he begins to lose himself to. Peter has to reach deep inside himself to free the compassionate hero he used to be if he is to ever conquer the darkness within and face not only his greatest enemies, but also…himself.

Regina Lambert returns to Paris from a ski holiday in Switzerland to find that her husband has been murdered. She is later told by CIA agent Hamilton Bartholemew that Charles Lambert was one of five men who stole $250,000 in gold from the U.S. government during World War II, and the government wants it back. The money was not found among his possessions, and Regina can shed no light on its whereabouts. Later that day she is visited by Peter Joshua, whom she had met briefly while on holiday. When her husband’s former partners in crime, who were double-crossed by Charles, start calling her looking for the money, Peter offers to help find it. Thus begins an elaborate charade in which nothing is what it seems to be.

A war has been raging between the Vampires and Lycan for centuries, Selene (Beckinsale) is a death dealer, assigned to hunt down and eradicate the last of the Lycan. When she comes across Michael Corvin(Speedman)who holds the key to end the war she must decide where her alligances will lie.