The Amazing Spider-Man (2011)

The Spectacular Spider-Man is a reboot to Sam Raimi's original Spider-Man. Anton Yelchin has signed to play Spider-Man until 2024, also Emma Stone signing to play in the movies until 2017. The movie will be directed by Marc Webb, written by Alex Kurtzman, Edgar Wright, and Roberto Orci. Unlike the original trilogy, they will start off without Spider-Man's origin and jump into his crime-fighting life, also having this franchise somewhat revolve around Peter Parker's parents in the early movies. The film is set to release May 3rd, 2013, battling the blockbusters Man Of Steel, Iron Man 3, and The Wolverine.

Plot
The movie begins with Peter Parker narrating, "What do I like about being Spider-Man? Everything (shows his wall crawling abilities and him taking down a bunch of criminals). I began my life as a teenager in high school who got bullied and fell in love with Gwen (shows Flash Thompson picking Peter and his friend Harry Osborn up and shoving them into a lunch tray and beauty Gwen Stacy helping them up). Then, one day I went into Oscorp Industries, who is owned by Harry's dad, Norman, to stalk Gwen (shows him and Gwen having a moment and him running into Norman's office. I followed Norman, where he was talking to Adrian Toomes, his assistant (shows Norman and Toomes going into a room with spiders). I heard them talking about how the spiders were radioactive and how my dad worked on them (shows the flashbacks of Richard Parker and Peter having a relationship until Richard runs away with his work, leaving Peter with his uncle Ben and Aunt May). I got spider powers when I got bitten, then I woke up on the street (he jumps up high when a car almost hits him). I start crawling up a building, being freaked out and then learning I have super strength (showing him beating up Flash Thompson and earning Gwen's heart). But one day when I ignored my uncle, he... died (shows Peter crying and wearing a anarchist mask and creating web shooters becoming Spider-Man). I have to remember what my uncle told me; "With Great Power Comes Great Responsibility".

Peter is in physics class, looking back at Gwen Stacy, smiling. When class ends, Peter and Gwen talk to each other about the homework. Peter then takes his skateboard out, having Gwen on his back and having them go on a ride. He does a bunch of tricks; jumping over a pole, riding on the wall without falling down. Gwen yells, "This is so much fun, Peter. Keep doing it, baby!" Peter smiles and says, "Yeah, Gwen. It is fun. I got this skateboard for $200. Wondering why it's so much?" Gwen asks and he says that it is was a rare one. Gwen and Peter continue having a long conversation over school, then Gwen decides to invite him over for Thanksgiving dinner with his aunt and her dad.

Meanwhile, Adrian Toomes gets a call from Harry Osborn. Harry asks, "Is this mister Toomes?" Adrian sighs and says, "Yes, Harry. Before you even ask, your father is still sick. He's at the hospital." Harry then claims, "Oh thank god. I thought he was dead. I heard of Daily Bugle newspapers saying he has died. May I speak with him?" Toomes replies by darkly saying, "He's in his office right---" Harry rudely interupts, "Why is he in his office? I thought you told me he is in the hospital." Toomes then puts Harry on hold for a minute, heading to Norman's desk and his body is not shown, but he puts his hand out and Toomes says, "Osborn, it's your ignorant son." Harry then tells his dad how much he loves him and how he is happy his father is not dead. Norman changes the subject by saying, "Harry, have you been keeping up your school work?" Norman goes on about how his son is 'gambling, high off drugs, and a ladies-man', but Harry tells him he doesn't do any of those things. Norman then hangs up the phone and Harry angrily throws the phone off his mansion. Norman turns around and his face is a little bit green, his eyes are yellow, and his right hand is robotic. He tells Toomes to get the "Special Projects" finished because Norman wants it out soon. Toomes then goes out of the office.

Peter is sitting on a gargoyle at night, planning his Thanksgiving dinner with Gwen for tomorrow. He then tells himself, "I'm thankful for being Spider-Man!" The screen immediatly goes to Spider-Man swinging around Manhattan and pedestrians yell his name out for his honor to the city for 5 months. While he is happily swinging in the beautiful night skies, he gets a call from Jonah Jameson, who is the head of newspaper articles Daily Bugle, saying, "Parker, is that you? I have something to tell you, kid. There's a crazy mad man loose on the streets with a truck of Oscorp canisters. Get me pictures, son! Now go before I fire you!" Spider-Man laughs and says, "Jameson, Jameson... so hilarious. But there is crime going on right now. Might as well check it out." This Oscorp truck runs over a lot of cars, having everyone run for their lives and police cars chasing them. Captain George Stacy, Gwen's dad and captain of NYPD, shouts out to Aleksei Sytsevich, russian with a gangster sign on him, saying, "Put your hands up!" Aleksei laughs and yells, "You'll never catch me Stacy!" He puts the truck in reverse, destroying man police officers. Spider-Man then swings there, kicking into the trunk, seeing 3 russian gangsters. One tries to hit him with a sword, while he dodges it, then kicks his face, throwing him into someone else. He jumps over a thug, webs him many times, kicking them out of the trunk, webbing the two into a street lamp. The other thug surrenders and Aleskei is still driving, then he sees out in a window that one of his men is dangling from a web. Spider-Man goes up to him saying, "Hey, buddy. Come on, what a waste of gas. Anyways, I'm Spider-Man (puts his hand out). You can call me amazing, spectacular, maybe even ultimate." Aleksei punches him out of the window and he appears again. He says, "Woohoo, I'm back!" He punches into the front window, pulling out his camera, webbing it to a building and taking a picture of the truck. He swings back to the trunk, getting the canisters. He opens it and he sees that the canisters says, "Richard Parker" on it. Peter gets suprised that Aleksei stole his dad's work, so he activates a switch, throwing all the canisters into a building for him to check in later. He swings back to the truck, pulling into Aleksei's shirt and punching him twice, then webbing his eyes, making him run into a school bus that is about to fall off a highway bridge. Spider-Man then makes a web for it and the screen goes into slow motion while Spider-Man's spider sense turns off, then he webs a kid off the bus in order to keep the kid alive. He tells Spidey, "Thank you, Spider-Man!" Then he gives the kid a high five. Then, Sytsevich becomes raged, getting off the bus and he sees all of his men are down and he yells, "I will kill you, Spider-Man!" He pulls out an assault rifle, shooting at Spidey, but then Spider-Man webs it out of his hands, then kicks him and throws it at his face. He webs him down, pulling out his pants while singing.

The screen goes to a shadowy place where a mysterious figure is watching Spider-Man fight Sytsevich through a security camera. He then sighs and says, "Poor Sytsevich. Got to pick him up then."

Spider-Man swings to the building he put the canisters at and he finds out that Aleksei and his gang earlier broke into Oscorp Technology Archives warehouse and stole the canisters from there.

It shows Aunt May's daily life in her house in a beautiful neighborhood in Queens. She looks at a picture of Uncle Ben's proposal to her, having her kiss it and put a Christ sign next to the picture. Peter comes home, telling his aunt, "Hey Aunt May. Happy Thanksgiving!" Aunt May and Peter talk about it and they hug it out, while Peter later mentions that they will be having Thanksgiving dinner at Gwen's house. Aunt May accepts it and tells Peter to clean up his room. Aunt May and Peter have a mother-son sort of relationship and she tells him, "Even a 16 year old can clean up his room, Peter." Peter goes into his room, looking at the wall, seeing pictures of when Curt Connors, a former scientist at Oscorp, turned into Lizard and attacked Manhattan. Peter begins having flashbacks and how Lizard almost killed him 5 months ago. Peter clears up all the junk in his house, webbing it all under his bed. His eye catches this bag that says, "RP" on it, representing his father's initials. He web pulls it and closes his room door. He opens it, seeing all of his father's work in it. He puts on his glasses and he pulls out an old picture with Norman Osborn and Richard Parker in it. While he is searching through the bag, he turns on his TV. He turns to the news channel. He sees Jonah Jameson representing Daily Bugle saying, "Hello, citizens of New York. It is official; the CEO and head of Oscorp, Norman Osborn, is OFFICIALLY... dead. His dead body was reported found yesterday. A funeral was built for him, while his son Harry, is in rumours for taking up the businnes and becoming the new head of Oscorp." Peter turns off the TV and thinks he needs to meet Harry later. Peter puts the picture of Osborn and Parker on his wall and a picture of the canisters on his wall, pointing all of them at Oscorp.

Later that day, Peter is walking in Queens where he gets a call from Harry saying, "Hey Pete, you want to meet at Central Park in Manhattan? Come on down. We should hang out." Peter says, "Okay, Harry, I'll meet you there." Peter puts on his suit to take a quick swing to Manhattan, then he takes his suit off to talk to Harry in Central Park. Harry then tells Peter about his father dying, but Peter reminds him that he will always be there for his 'buddy' in a rough time. Harry tells how Norman created an 'Empire' in Oscorp and how he never liked his own son, but back then, Norman and Harry used to be best friends as dad-son. Peter wishes Harry a Happy Thanksgiving. Peter invites Harry over to Gwen's house for Thanksgiving dinner. Harry refuses to, but then he changes his mind later.

Gwen, who is using her phone at her house in Manhattan, gets a call from Peter. Peter says, "Hey, Gwen. I'm right there." Gwen says, "I know." Peter then replies, "No, literally." He appears behind her and she gets scared and they kiss. Peter and Gwen talk for a little bit, just when George Stacy comes in. He greets Peter, telling them to get ready for dinner. Captain Stacy says, "I hope you two are into turkey and salmon." George is interupting Peter and Gwen's moment, but then they hear a knock on their door, seeing that Harry is here, who was droven by his limo driver. Gwen opens the door and says, "Oh, hey Harry! I haven't seen you at school lately. I missed you so much! Happy Thanksgiving! Come in." Harry hugs her and says, "Thanks Gwen." Aunt May arrives at the house, helping Captain Stacy cook turkey, salmon, corn, chicken, and other food for the big Thanksgiving dinner.

Oscorp closes down for the day because of the holiday. Adrian Toomes closes his office, but not getting out of Oscorp Tower, but going into the room of "Special Projects". That room has a lot of serums including the "OZ" and the "reptile serum" (which turned Connors into Lizard to regain his missing arm). The room also has a new silver armor suit named, "Rhino". It is 12 ft 4 inches tall and weighs almost a ton (2,000 lbs). And there are mechanical green vulture wings, that provide strength, agility, and speedness. Toomes goes over to a mirror, looking at his face. He has a lot of wrinkles because he is 67 years old. He then touches and feels the vulture armor. He puts it on for a try, but something goes wrong and he yells, "Wait, no! Somebody! HELP!" The screen goes into first person mode where he closes his eyes and goes unconscious in the suit.

Peter, Gwen, Harry, Captain Stacy, and Aunt May start eating Thanksgiving dinner, going around the table and saying what they are thankful of. George says he is thankful of being the captain of the NYPD, Aunt May says she is thankful of Peter, Gwen is thankful of having her dad still be alive and her relationship with Peter (which makes Captain Stacy a little moody), Peter tells the table he is happy to be living a good and responsible life, and Harry stays silent. Peter asks Harry, "Hey, man, are you okay?" Harry says, "Yeah, yeah, yeah I'm fine. I just need some fresh air." Harry goes out to the balcony. They eat Thanksgiving dinner, then Captain Stacy tells them how him and his officers' main target is Spider-Man. Aunt May says, "Well, I think Spider-Man is good for the people. He saves lives. Remember how he stopped that mad man with the truck the other day. Many people died, but he also risked his life. And remember that he stopped that reptile creature 5 months ago." Stacy then says, "Yeah, but he leaves criminals with broken teeth and some of them have serious rap sheets. He's acting like he's the only one in charge. Well guess what? He's not in charge." While Captain Stacy said that, Peter was looking down at his tray as if he was mad at what George was saying.

Two days after Thanksgiving, Toomes wakes up in a building, then a mysterious man with a hat (the same one who watched Aleksei Sytsevich over the security camera) calling himself "The Big Man" reveals a proposal to Adrian. Toomes then tells him that he feels 40 years younger and stronger because of the vulture suit. He breaks out of his chains and slaps the man with his wings. He flies out of the building, holding the man by his shirt and brutally yells, "What the hell did you do to me?" The man puts on a device in his grey collar in the vulture armor and it turns him evil. The Big Man then tells Toomes, "I need you to break out Aleksei Sytsevich..."

Aleksei is seen at a prison called, Ravencroft Institute For The Criminally Insane. Sytsevich yells at and guard and says, "I will cut all your heads off (laughs)! I will kill this city. And SPIDER-MAN!" Outside of the prison, Vulture flies into a vent, taking down a guard, slamming his head into the wall. Vulture pulls out a pistol gun and shoots a guard. He shoots out the locks of Sytsevich's cell. He yells, "Freedom!" Vulture then tells him to shut up and and grabs him out of Ravencroft.

Peter is taking science, while he is being a 'nerd' (because he is known as one). He looks back and sees Harry putting his head on his desk, feeling sympathy on him because Peter lost his father too. The teacher says, "Okay class, now we're gonna mix the neutron chemicals with the alla-dope chemicals, creating a chemical. Remember to record data." Then class gets dismissed and the free period is up, so Peter uses the time to go to the library to search the textbooks to study for a big fall season exam. Gwen helps him searching books. They go in a table and an announcer comes up saying, "Attention Midtown High students. There is an emergency next to our school. It seems there is a man with mechanical wings that is causing rampage. Please exacuate the school immediatly." Gwen says, "Oh no. Peter we---" And she sees that he is gone. He runs to the bathroom to quickly reverse into Spider-Man.

Vulture flies around, shooting missiles at the NYPD. He then claims, "Com'on! Let's do this! I feel a lot younger! I will kill you all!" Captain Stacy gets out of his house to quickly go in a police car to head to Midtown East in Manhattan to stop the Vulture. Vulture then shoots more, destroying a lot of police cars. One of his guns fall from Captain Stacy and Vulture pulls out a knife, going at him, but Spider-Man then tackles Vulture. Vulture grunts and Spidey says, "Hey, birdman. I think you're a little high on the wings." Vulture then kicks Spider-Man, but he pulls himself back up, webbing to Vulture's leg as he flies. Vulture looks back and yells, "You're not stopping me, kid!" Spider-Man begins pushing himself towards Vulture, hitting on his back, changing the way he flies. Vulture hurts himself by hitting Spidey into a building, then he makes a web ball for himself, catapulting to Vulture. Toomes then gets angry. Spidey jumps up and web swings, but Vulture throws a sharp blade at his web, causing him to fall, then Vulture grabs him mid-air, then Spider-Man punches him once, going over his head and yelling, "You know, birdy; If you don't know me, I'm SPIDER-MAN! Shall I excuse you to your nest mad'am??!!" Vulture tires of Spider-Man's jokes and he yells, "When the hell do you ever shut up?!" He then punches him and says, "Every 5 other months!"

The screen goes to Aleksei Sytsevich, who is disguising himself as an Oscorp scientist and "The Big Man" sneaks in there along with him. They go into the Special Projects room, where Sytsevich disarms a guard and punches him and gets access into the vault holding the Rhino armor. The Big Man says, "Beautiful isn't it, Sytsevich? I thought you may fit this well." Sytsevich chuckles, "I shall put it on."

Spider-Man pulls out a cover from the police car and smashes it in Vulture's armor. They both get hurt from how hard Spidey did that and Captain Stacy says, "Spider-Man, put your hands behind your back!" Spidey puts on a microphone yelling, "Captain, I just saved your little butt and did about 99% of your job. That's how you thank me, bro? That hurts man!" Gwen is then running around Manhattan. Toomes gets back up, noticing there is a button on his suit that makes him go insane. He gets back up, becoming even more aggresive, then tackles Spider-Man into Midtown High. Spidey gets back up, but Vulture goes at him, then Toomes accidently hits his hand on a locker. Spider-Man jumps on the ceiling and he kicks Vulture and dodges his attacks yelling, "What do they call you, birdy?!" Toomes then angrily replies, "The Vulture!" Spider-Man laughs saying that it is a 'cheesy name'. Vulture pulls out a laser, tasing Spider-Man into a classroom. He wakes up in pain, where he goes back to Vulture's last known location and he sees that he is gone. All the students in Midtown then take a physical check in case Vulture hurt them. After the check, Gwen then calls Peter, but he is not answering. Peter goes to Aunt May's house, having a bloody, bruisy, and brutal face from Vulture. Aunt May then asks Peter, "Son, what happened to you? Why are you so hurt?!" Peter then falls on the floor and grunts, "This Vulture dude attacked Midtown and while him and that spider-guy was fighting, they hit me on the way and the bird guy scratched me really hard." Aunt May then helps Peter up to his room. Peter wipes all the blood off himself, but there are tons of brutal ripped skin of his face and neck. He washes himself up and realizes his got a miss call from Gwen.

Captain Stacy then goes to his daughter, "Honey, are you okay?" They hugs and Gwen says, "Well, at least there were no lives taken away. But some officers. But Spider-Man saved us all. But the man is still on the loose." Captain Stacy then is asked by a SWAT member, "Do you think Spider-Man saved us?" He shakes his head.

About five days after Vulture's attack, Gwen meets up with Peter, having revealed his face is all fine now. Gwen and Peter decide to be quiet, so her father will not hear them kissing. Gwen pushes Peter into the bed, taking off his shirt and seeing a whole bunch of blood scars and ripped skin. Gwen then gets shocked and whispers, "Pete, what happened to you?!?" She gets the First-Aid kit, where she wipes all of it off and Peter grunts a little bit loud because of the pain. Gwen questions him and asks why he always comes hurt. Peter tells her, "I'm Spider-Man..." Gwen does not believe him at first, but Peter web pulls her head and kisses her. And he closes the windows with his web. Gwen does not believe her eyes and she mumbles, "You're... Spider-Man!?" They talk for a little and Peter asks her if she wants to go for a "swing". Gwen thinks her dad will find out, but Peter swings her around Manhattan at night.

Toomes flies back to The Big Man's hideout, taking off his mechanical armor. Big Man then says, "Good job, Adrian... kind of. We need to get you a new armor." Since Adrian Toomes took off his armor, his wrinkles grow back and his white hair gets back.

Jonah Jameson at Daily Bugle is taking a call from someone, "I ensure you, Brock (reference to Eddie Brock), this crappy flying bird dude will get out of the city. Your salory is $20!" He laughs and sees Peter come into his office and he yells, "Parker, what do you want?" Peter then gives him pictures of Spider-Man and Vulture and he says, "My camera got destroyed while they were fighting because Vulture hit the camera out of me. Jameson cannot admit that the pictures were good and he makes an excuse; "I'll put them in the paper, but you should do better next time. Now get me more pictures!"

Peter walks out of the Daily Bugle. The screen goes to Harry, who is reading the newspaper. He sees of Vulture, zooming in, noticing that Adrian Toomes is Vulture. Harry then sees Toomes, wandering around Oscorp Tower at night. "Toomes what are you doing---?" Adrian then turns around, showing Harry his face. He looks a lot younger and Harry says, "What happened to you?" Toomes then replies, "Oh, nothing. Just been exercising." Toomes then walks away, leaving Harry spooked.

Peter looks on his computer for his dad's name. The results show of Oscorp and Norman Osborn. He looks at Richard's bag, scamming through it. The paper lines; ''Something is wrong with Norman and I don't know what. Him and I were partners. He caught this heditary sickness and the foreign government was on his back''. Peter then sees these notes on his work and learns about one thing that happened to his father in the past; it had something to do with Aleksei Sytsevich and Vulture. On a rainy day in New York, Peter takes a walk. He eats lunch at a diner by himself. New York is living a normal day with normal people. He sees no violence. But then his spider sense goes crazy. He becomes confused since there is no sightings of danger. Screen goes into slow-motion and he looks around, seeing everyone being normal. He turns to the window in the diner and sees a car flying towards. Normal-motion comes in and he tackles civilians in order for them to be safe. He then sees NYPD SWAT teams in hellicopters with soldier equiped weapons! Peter knows that someone or something is causing something that is more than it seems. He reveals his web shooters while no one is watching him in the rampage. He webs a car. He suits up, jumping towards the distrubance. He jumps toward this 12 ft armor suit shaped like a Rhino with a horn and has a face hole for the human's face and is all gray. Spider-Man sees that Rhino is Aleksei Sytsevich. The face hole closes into a mask with electric eyes. Rhino then says, "I am the RHINO!" Spidey then dodges all of his horn attacks. The police shoot at his armor, but they are so powerful, they reflect back, killing many SWAT officers. Rhino throws a debris at Spider-Man, but he webs it up, struggling to throw it at Rhino. Rhino flips over, then Spidey catapults himself into the sky, heading under the Rhino, pulling him a little bit. Spider-Man tries to web Rhino, but he throws Spider-Man into two buildings ahead. Spidey gets up, pulling out a manhole, dodging Rhino's shoots. He spins the hole around in the air and claims, "There are enough Rhino's in this city. You should go back to the zoo, thicklepuss!" And he hits Rhino's horn and Aleksei yells, "You'll never destroy me, Web HEAD!!" The fight ends when Spider-Man realizes Rhino is too powerful. He webs away.

In the NYPD station, Captain Stacy checks the files of Adrian Toomes, finding a match of being an assistant of the Osborns. Stacy then looks in the files, revealing Toomes stayed after Oscorp to do something evil. Peter comes in to the building, seeing Captain Stacy. "Peter, don't you know that I'm a little busy. Why don't you just go back to school and work on your assignm---." And then Peter interupts, "Captain Stacy, I need to find any clues on Aleksei Sytsevich and Adrian Toomes' files." "Peter, why aren't you in school?" Peter; "I got a free track today." George; "Well, I don't have a free trial. This giant rhino just attacked us and this guy who belongs in a bird nest attacked us. We as police officers are trying our best." After complaining, Peter finally convinces the captain that he can look in the files; the russians work with Aleksei Sytsevich and they're selling foreign government weapons to "The Big Man". He is an unknown figure that lurks in the shadows and never exposed. And Aleksei Sytsevich and the russians are working for this mysterious man and "The Big Man" has weapons and powerful containments that can provide evil.

The file Peter just read makes him think "The Big Man" may be behind Vulture and Rhino.

Aunt May talks to a house inspector and they tell her she does not have enough of the bills to pay for the house such as electricity, etc. He then tells her, "Well, miss Parker, I'm afraid to say, you have to get a job soon instead of being a household in order to pay the bills." Aunt May then sighs; "Okay." Peter arrives at home, asking Aunt May how she is. Aunt May then tells Peter she does not have enough money to pay the bills and goes on about how Uncle Ben always payed the bills for the house. Peter then says, "It's ok, it's ok, it's ok, Aunt May. As you probably forgot, I'm working at the Daily Bugle and I got a salory of $150 for this week. I can help you, auntie." Aunt May then says, "Peter, Peter. It's alright. You don't need to support the money for me. I can help myself do this. I need to find a job." Peter then hugs Aunt May and she cries, "I miss your Uncle Ben so much (weeps)."

Midtown High is fixed up after Vulture's attack, so Gwen goes to school, seeing Harry at a locker. She asks, "Hey, Harry. Have you seen Peter anywhere? I haven't seen him in almost a week." Harry; "Well, you know, Peter. He's just those one of a kind. He's really complicated. He's probably busy with family stuff and his job of taking pictures of Spider-Man for the Daily Bugle." Meanwhile, Peter slams his locker, checking his phone and this russian hideout gets exposed. It is off island and about 20 miles off shore from Manhattan. The citizens are afraid that the russians and Adrian Toomes are going to attack them. They are planning to attack at night in 8:00 sharp. Gwen appears behind behind Peter, "Hey, Peter. I have not seen you in a while. How's the job being Spider-Man going?" "Well I just learned there's a russian hideout off shore, so I might need to stop them. No not might. I NEED to stop them, Gwen." The bell rings and Peter kisses Gwen because they're in seperate classes.

Adrian Toomes is walking to The Big Man. The man says, "Toomes, you're looking a lot younger. Nevermind that." He then tells Toomes that he needs to help the russians that are off shore to plan the attack on Manhattan to succeed Aleksei's plan. He puts on the Vulture armor. He flies out of the window.

Spider-Man webs a transmission radio server to hear what Captain Stacy and his cops are talking about; "I hear the russians are about to attack Manhattan. They won't be for long." Captain Stacy; "Where are they headed, officer Rochester?" "They're headed to this island called, Gilna. We have to find a way to transport there." Spidey then spots a train on the bridge, and he sees suspicous people with disguises on there. He follows them and hops on the train. He crawls into a ventilation, having thugs wonder what the noise is. The train goes into a tunnel. He crawls through them, slowly pulling out a window. The russian captain, who is a 6 ft. 10 tall brute, tells his men, "Gentlemen, we will be to the island in approxiametly 45 minutes. Now The Big Boss will kill us if Spider-Man's here, so patrol the whole train or else I will break all your backs. And Mr. Toomes is coming to us soon, so be careful. You don't want to mess with him." Spidey sees the bad guys going seperate levels of the train to patrol "to make sure Spider-Man will not attack". Spider-Man taps a guy on the head whispering, "Peakaboo, trollface." He webs him up, throwing him ontop of the train. One of the guys who are reading a newspaper hears screaming, but he just assumes "someone's taking a piss".

Vulture is flying his way to Gilna, getting a transmission from Sytsevich; "Toomes, I am already in Gilna. One of the russians have shipped my armor to the island in case 'you know who' attacks". Adrian; "Okay, that's good. Call in at the incoming train. They're arriving at the island in about 10 more minutes." Aleksei calls in to the train, "Romeo Dispacio, come in." He hears webs and screaming on the other line. He puts the phone on the ground, shooting at it; "That webheaded son of a bitch ! He trapped some of our guys!" The train goes in and Aleksei yells "fire!" Spider-Man is not sighted on the train, but then he jumps down the ground, shooting web balls at many of the russians. Vulture sees the island from a distance, spotting Spider-Man with his zoom in eyes. Aleksei runs to the shipment containing his armor, fastly going into it. Vulture is about to fly into Spider-Man, but he does a flip, webbing onto Vulture's head, steering him crazily in the air, hitting some thugs. Vulture picks him up, trying to shoot at him, but he webs all of the bullets. He swing kicks Vulture then going to the Rhino's back and punching it, ripping the back panel off. Rhino grows slightly weaker and slower and Spidey makes fun of him, also saying, "Hey, baldy. You have a weird accent alright? I don't think I feel comfortable around you. Your head is too shiny!" Rhino throws a punch at Spider-Man, but misses, and Spider-Man punches him in the face 5 times. The brute captain of the train wakes up, attempting to throw a spear at Spider-Man, but misses. The brute lifts Spidey up throwing him to the Vulture and Toomes punches Spider-Man many times, but then he gives him a kick in the face, webbing to the brute, pulling him over, crawling around him. Rhino throws a punch at him, for Spider-Man to go flying and he gets mad, webbing back at Rhino, kicking him so hard that some of Rhino's equipment falls out. He takes Sytsevich out of his armor, picking him up; "Now listen to me, guy-with-a-weird-accent, if you want to attack New York, then you're gonna have to get through me." Spider-Man torments him, punching him and throwing him into a trash can, webbing the trash can down. He looks back, noticing that all the russians are down and that Vulture is down. He swings away, then the screen zooms into Toomes' hand and it gets sharper and bigger! Captain Stacy arrives at the crime scene in Gilna. He sees a note that says, "Check in this box #YourFriendlyNeighborhoodSpider-Man." Stacy and the officers see Aleksei tied up in webs and George commands, "Take him back to Ravencroft, boys."

Peter swings by Gwen's house, knocking on her window. They have a romantic moment, then Gwen gives him a kiss on the cheek.

A 'ghost' is talking in Adrian's mind, telling him to get up. Of how much he used the vulture armor, he gets infected, having a stage of sharper claws and hands, growing a beard. He becomes temporarily old, being nude, but takes one of the unconscious troop's grey cape and he yells, "SPIDER-MAN!" He rips the suit apart, claiming, "Who needs this? I am the real Vulture!"

In a huge table, Harry is talking with his clients about Oscorp funding for the damages Lizard caused 5 months ago. Not taking it seriously, Harry shows that he does not really care because he is still not over Norman's death, even though his father always despised him. Harry continues talking to them about the Gilna incident and how Aleksei Sytsevich might end up in an Oscorp prison instead of Ravencroft. After the meeting, Harry goes to his mansion, hearing a noise from outside. He hears loud police sirens.

Peter is sleeping on his bed in house, turning on the TV to brighten his eyes. He changes to each channels, on the news is a 6 ft bird with a cape. He pauses it, finding out it is Toomes. He sees Vulture shrieking and killing people. He then then puts on his web shooters and his suit; "Vulture... I thought I stopped him!"

George Stacy is talking with a detective, getting ready to launch into a hellicopter; "The last sighting of Spider-Man was at Midtown High School. We need to get that Spider-Man and leave Adrian Toomes in our hands. He's ours. Send in SWAT officers to stop Spider-Man." The detective nods, getting into the hellicopter.

As Peter is swinging through the skyscrapers, he calls Gwen; "Hey Gwen this is Peter! I need your help. I heard there's this room in Oscorp Tower called Special Projects and there is this ginally device, the same thing that we used to stop Lizard remember. Try to get access into the tower and hide from Vulture because he's taking down the big buildings." Gwen says, "Okay, Peter. I will get there as soon as possible. My dad and his officers are after you. You're a wanted man, Peter Parker." Spider-Man laughs. He swings, then SWAT officers try to set a trap by shooting darts at Spidey, but he dodges them all. A hellicopter's light, the one Captain Stacy is in, shoots a electric dart at him, then he falls on a taxi cab, breaking all the windows. The screen then goes into slow-motion. Captain Stacy stands in front of him, then takes off his mask, then goes into normal-motion, then Spidey hits him in the leg, webbing one of the SWAT officers, head bumping him, throwing him into a car. A SWAT has a taser, but Spidey jumps up, webbing him around and throwing him at the other officers. He disarms many people, punching and webbing all of them down at a time. He webs down one guy and Captain Stacy stands up behind him yelling, "Freeze! Hands behind your back. I'm not afraid to shoot!!" He looks behind, then George drops his weapon when he sees that it is Peter. Peter then says, "He's headed to Oscorp. He's planning to infect everyone to turn them into giant vultures. Please let me do my job. Your daughter is helping." Captain Stacy says, "I knew it, you hypocrite." They argue and Peter takes his mask, putting it back on webbing to a building and a SWAT aims at him and Stacy yells, "Hold your fire!" The SWAT shoots at Spidey, but he dodges the bullet. Vulture flies to Oscorp Tower, having Harry 5 floors above him. He runs for his life. He sees that Vulture is in the building, about 10 yards away from Harry. He hides in a cell, hiding from Vulture. It goes to Gwen, who is getting the Ganali Device, then Harry sees her and helps her carry the Ganali Device, which weighs 80 lbs. They go into the elevator, where Vulture horrorly screams, attempting to kill them. They have time to go into the elevator because a web comes up Vulture's head, pulling him down. Spider-Man and Vulture are on the walls outside, then Spider-Man flips every time Toomes tries to scratch him. He webs up, doing a blackflip, kicking Vulture. He webs onto a stage, then sees Gwen and Harry carrying the in device. Spider-Man yells; "Gwen, Vulture has the chip to access the device!" Spider-Man grows weak when Vulture chokes him to death and pulls out his mask; "Peter Parker! He...he...he...eee....heee... You're the son of that bastard. Poor you. No uncle. No mother. No father anymore. You're all alone." While that, Gwen is crying and Captain Stacy shoots Vulture and says, "He's not alone!" Captain Stacy recieves the chip, giving it to Peter and he climbs up a large pole to put the device. Gwen and Harry use the elevator again to go back down because Captain Stacy tells her to go down because she will be endangered. At first, she says, "Dad, you'll get killed (crying)!" But then she takes the chance and Captain Stacy continues shooting at Vulture with a rifle, while Peter is struggling to climb up the 50 ft pole. Vulture sticks his very sharp claw in his chest, then he goes down. Now close to the pole, Peter sticks the device on, then the device counts down to 10-1. Right at 1, Vulture grabs Spider-Man's legs and then turns back to normal, being his old self; old and wrinkly. He is sent down by SWAT officers. Peter then notices the captain is not there. He yells George's name, seeing his chest bloody. He tries to carry him up, but Captain Stacy is hurt very badly. Peter tells him that it will be alright and Captain Stacy; "I guess I was wrong about you, son. This city really needs you. You never know people like this will endanger you and the city. I was always wrong about you. You don't break the law. You bring justice to the innocents.... you.... you... you... you... you need to listen to me, Peter. You're gonna make enemies. People will get hurt. Sometimes the people closest to you. Just like your uncle did. So I just want you to promise me one thing; leave Gwen out of it." He then dies in Peter's arms, then he yells, "NOOOOOOOOOOOOOOOO!!!!!!"

A funeral is created for George Stacy. Gwen, Harry, SWAT, NYPD detective and officers, Flash Thompson, and Gwen's other friends are there. The people shoot the rifles up and it is raining. Peter is by a near building, wearing a hoodie and Gwen looks up and sees nothing. Gwen arrives at Peter's house, talking and she is crying about how everyone she knows was the funeral but Peter. Then, Parker reveals he made a promise to Captain Stacy to stay away from Gwen. Gwen cries and walks away. Aunt May says, "What a pretty girl." Peter says, "Yeah... that's what Uncle Ben said." She says, "How come you never told me she was your girlfriend?" "I'm not good for her anyways anymore." Aunt May scrictly says, "Peter Ben Parker, if anyone is good, it is you. If anyone has a problem with that, they should go through me."

Peter uses his locker at Midtown and sees Gwen, both of them ignoring each other. When the bell rings, Gwen just walks not looking at Peter. They are in the same Algebra class. Peter arrives late and the teacher says, "Don't make promises you can't keep" after Peter says, "I promise I won't be late anymore". Peter then whispers to Gwen, "Yeah, but those are the best kind." Gwen then smiles and the screen fades down.