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Cheery Alex Fletcher lives comfortably in Manhattan off the residuals from his 80’s pop success and reprising his hits at school reunions, theme parks, and state fairs. But those gigs are declining, so he jumps at the chance to write a song and record it with reigning teen idol Cora Corman. Trouble is, he’s good at melodies but needs a lyricist and has less than a week to finish. Enter Sophie Fisher, subbing for a friend who waters Alex’s plants; she’s a pretty good poet, quick witted, and could do it, if she’d agree. But there’s some sort of shadow over her head that Alex may not be able to charm his way past. And what if they do get a song written, what then?

After the abduction by the US military of an Islamic religious leader, New York City becomes the target of escalating terrorist attacks. Anthony Hubbard, the head of the FBI’s Counter-Intelligence Task Force in New York, teams up with CIA operative Elise Kraft to hunt down the terrorist cells responsible for the attacks. As the bombings continue, the US government responds by declaring martial law, sending US troops, led by Gen. Devereaux, into the streets of New York City.

Peter Parker (Tobey McGuire) can’t seem to catch any kind of break. Being Spiderman has brought him nothing but problems as far as his personal life is concerned. Not only that, Mary Jane Watson (Kirsten Dunst) is engaged to astronaut John Jameson, and Peter may lose her forever. Things are so bad for him that he is pushed past his breaking point, so he decides that he doesn’t want to be Spiderman anymore, until a freak accident transforms Dr. Otto Octavius into Dr. Octopus, a super-villian with four metal tentacles coming out of him. Peter realizes that only Spiderman can stop him, but of course, problems arise. Mary Jane gets caught in the middle, and Harry Osborn, who still blames Spiderman for the death of his father, Norman Osborn, also the Green Goblin, wants him dead. Spiderman will have to push himself past his limits if he’s going to survive.