Winnie the Pooh meets Spider-Man 2 (2004) poster

A poster for Winnie the Pooh Meets Spider-Man 2 (2004).

Winnie the Pooh Meets Spider-Man 2 is an upcoming sequel to Winnie the Pooh Meets Spider-Man (2002). It will appear on Google Drive in a near future.


Peter Parker struggles to balance his crime-fighting duties as Spider-Man with the demands of his normal life. Estranged from both love interest Mary Jane Watson and best friend Harry Osborn, who intends to seek revenge on Spider-Man for his father Norman's death, Peter additionally discovers his Aunt May is facing foreclosure.

Tommy Pickles and his friends, now all grown up, reunite Pooh and friends and meet Pooh's other friends. Harry, now head of Oscorp's research division, sponsors the brilliant nuclear scientist Otto Octavius, who, dreaming of perfecting sustained fusion power, wears a harness of powerful robotic tentacle arms with artificial intelligence while conducting his research. When a power spike causes an experiment to destabilize rapidly, Octavius stubbornly refuses to shut the experiment down, leading to disastrous consequences: his wife is killed, the neural inhibitor chip which keeps the arms from influencing his mind is destroyed and the arms are fused to his spine. Spider-Man arrives and shuts down the experiment before it can do any further damage.

At a hospital, doctors prepare to surgically remove Octavius' arms and harness, but the arms, having developed sentience from the inhibitor chip's destruction, spring to life and attack the medical crew, killing most of them. Upon regaining consciousness and seeing the carnage, Octavius escapes and hides at a harbor. The arms convince him to retry the experiment. To fund it, Octavius — now called Doctor Octopus by the Daily Bugle — robs a bank.

After Peter misses Mary Jane's debut play, she, in retaliation, becomes engaged to astronaut John Jameson, son of Bugle chief J. Jonah Jameson. Peter suffers an emotional breakdown causing him to lose his powers. He abandons his Spider-Man identity and returns to his normal life while trying to reconcile with Mary Jane.

A garbageman brings Spider-Man's costume to J. Jonah Jameson, who takes credit for Spider-Man's disappearance. Peter tells Aunt May that his Uncle Ben's death some time ago was his fault. May forgives him, but when his 9-year-old neighbor learns of Spider-Man's disappearance and the subsequent rising crime rate in New York City, Peter becomes concerned.

Octavius needs tritium to fuel his reactor and goes to Harry to demand it. Harry initially refuses because the experiment threatens to level the city, but he eventually agrees in exchange for Spider-Man and tells him that Peter, who is supposedly good friends with Spider-Man, is the key to finding him. However, Harry tells Octavius not to harm Peter. Octavius finds Peter, tells him to find Spider-Man, and abducts Mary Jane. Peter realizes his powers are restored due to the trauma of seeing Mary Jane kidnapped, dons his costume again after stealing it from the Bugle.

As Spider-Man battles Octavius, they fall onto a rapid transit R train. Octavius disables the controls and jumps off. Spider-Man stops the train before the track ends. When he faints from exhaustion, the passengers carry him into one of the cars. He comes to and realizes his mask is off, but the passengers are so grateful they vow not to reveal what he looks like. Octavius returns, demanding Spider-Man, and subdues the passengers. After knocking out Spider-Man, Octavius delivers him to Harry.

After giving Octavius the tritium, Harry prepares to kill Spider-Man, only to be shocked to see it is really Peter. Peter convinces him greater things are at stake, and Harry reveals Octavius' location. Spider-Man arrives at the doctor's waterfront laboratory and tries to rescue Mary Jane discreetly. One of Octavius' tentacles senses him, and they fight. Spider-Man ultimately subdues Octavius, reveals his identity, and convinces Octavius to let go of his dream for the greater good. Octavius finally commands the tentacles to obey and drowns the fusion reactor, along with himself, in the Hudson River. Mary Jane discovers Spider-Man's true identity and feelings, as well as why they cannot be together. Spider-Man returns Mary Jane to John and leaves.

Harry is visited by a vision of his father, pleading for Harry to avenge his death. Refusing to hurt Peter, Harry shatters the mirror, revealing a secret room containing the Green Goblin's equipment. On her wedding day, Mary Jane abandons John at the altar and runs to Peter's apartment. She admits her true feelings for Peter. They kiss, hear a police chase, and she encourages him to respond as Spider-Man.


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