The Amazing Spider-Man 2 (2013)

The Spectacular Spider-Man: Rise Of Electro is the second installement in Marc Webb's Spider-Man franchise and is the sequel to The Spectacular Spider-Man . The film will be written by Roberto Orci, Josh Trank, and Edgar Wright. It will be released in theaters March 20th, 2015.

Cast
Ty Simpkins as 10 Year Old Peter Parker
 * Anton Yelchin as Peter Parker/Spider-Man
 * Emma Stone as Gwen Stacy
 * Josh Hutcherson as Harry Osborn/The Green Goblin
 * Jamie Foxx as Max Dillon/Electro
 * Colm Feore as Donald Menken
 * Sally Field as Aunt May
 * Aaron Taylor-Johsnon as Eddie Brock
 * BJ Novak as Spencer Smythe
 * Hugh Laurie as J. Jonah Jameson
 * Bruce Willis as Gustav Fiers/The Gentleman (ending)
 * Felicity Jones as Felicia Hardy
 * Jennifer Aniston as Captain Jean DeWolffe (appearance)
 * Denzel Washington as Robbie Robertson
 * Chris Cooper as Norman Osborn (archive footage)
 * Terry Crews as Herman Schultz
 * Denis Leary as Captain Stacy (flashbacks)
 * Campbell Scott as Richard Parker (opening)
 * Embeth Davidtz as Mary Parker (opening)
 * Martin Sheen as Uncle Ben (opening)
 * Natalie Portman as Dr. Ashley Kafka

Synopsis
Life is going great for Peter Parker; between being Spider-Man and his life of being Peter Parker, there is nothing more than joy. But Peter is still haunted by keeping a promise to keep Gwen away from danger. With his friend Harry becoming a drug addict, having Peter still uncover what his father did, a new friend Eddie Brock coming in, and the emergence of a villain who can manipulate electricity, Electro, Peter encounters a villain far more powerful than he is.

Plot
The movie starts 6 years before Peter became Spider-Man, Richard Parker swiping a key card. He is in one of the Oscorp labs. There is a load of spiders and there is also some research and pictures of him and Curt Connors, him and Norman Osborn, and him and Edward Brock Senior. The room also includes a vile containing a black gooey material called, "Symbiote". Richard types in the transportation labs, "Roosevelt Trainstation". He quickly goes outside in the rain with his wife, Mary Parker and they go back home.

He goes into a basement, recording a message, "Hi, this is Richard Parker, I have discovered that Oscorp wants to use my research for a sinister purpose. I have created these spider serums that I put my bl---" Young Peter yells, "Daddy? Where are you?" Richard quits the video, seeing that Peter has discovered the messy room with the papers all around. He runs back downstairs, seeing Mary in the kitchen, getting quickly in the car, taking Peter to Richard's brother's, Uncle Ben, house with Aunt May. While Peter is sitting on the couch, Richard, Mary, May, and Ben are sitting at the diner table and Peter only hears, "I need to run away because Oscorp is after me." Mary Parker tells Peter how she always tucked him in bed every night and made him a sandwich for school everyday. She cries and Richard leaves Peter, "Be good, son".

A plane is on board, Mary and Richard are in it. She cries, "He's just a little boy, honey." Richard touches her hands, "Mary, I'm sorry. But the only thing we can do is run. All our life we have to hide now." Mary calms down, going to the bathroom to drain down her tears. Richard opens his laptop, shipping some of his scientific materials to Roosevelt Trainstation. The pilot's assistant opens the door, being polite to Richard. Richard looks over, seeing he is rincing blood off his hands. Richard stands up, then the man points a gun at him. He whispers evily, "Sit down, Dr. Parker. You thought you could run away huh?" Richard somehow finds out the person was sent by Norman Osborn and he disguised as the plane pilot's assistant. While pointing the gun, he locks the restroom Mary is in. She tries to get out, yelling for help. The man looks back, seeing Richard throwing a punch at him. They begin wrestling, then the man kicks Richard in the face, head bumping him, pushing him towards the ground, then Richard brutally punches him many times. Mary then pushes the door hard enough, then the man punches him and Richard yells, "MARY!!!" He then kicks his face, pushing him through the window, but then he punches Richard down, then Mary gets a glass of water, shoving it against the man's head! He turns very bloody. Richard gets back up, typing in Roosevelt, then the man tries to pull the laptop away from him, then Richard shoots all the windows in the plane. The plane goes down, then the pilot in the room dies. The man takes the gun, shooting Mary. Richard yells, "NO!!" Richard then punches the man, stealing the gun and shooting him. He grows weak, seeing Mary's dead body, as he closes his eyes, then the plane crashes...

The present time comes and Spider-Man jumps from a hellicopter, free falling down. New York is a beautiful day, then while Spider-Man is enjoying swinging, the radio goes on, "Good morning, Manhattan. We're looking at another beautiful day. Oh it's Spider-Man. Last night, he saved dozens of lives on the Manhattan Bridge. What can we do without him?" Spidey yells out to civilians and greeting them for the morning. He hears, "A criminal named, Herman Schultz, cockasian and 6'4, is causing a bank heist." Spidey yells, "WOOHOOO! Let's get to work." The bank heist has low-life livers with ski masks and propaganda on their arms. Herman Schultz is the head of the street thugs, telling one group to threaten the bank workers and another group to go into the safe to steal the money. One other group also works on patrolling the bank, killing anyone who passes by, in the vents, doors, or windows. NYPD officers are outside, pointing their guns at the entrance of the bank. Spidey swings in, webbing out the vent. Spider-Man webs his backpack into the rooftop, timing his clock, finding out he has 30 minutes until school starts. Spidey goes upside down, webbing to the 10 safes. He webs these thugs to a wall. Then a thug alerts Herman, but Spidey webs up his mouth shut, pulling down his pants, embarrassing him. He says, "Nice rainbow, underpants, bro." Spider-Man dodges a thug's attacks, then pulls the knife off of him, punching him down. He sees two thugs attempting to attack him, then he jumps under them, pulling them both, punching them, pulling them up, webbing them to the ceiling. He works on putting all the money back in the safe, then Herman shoots at him, saying, "Well, well if it isn't the Spider-Man. You're buffer than I thought you were." Spidey says, "Wow, you're Schultz. Your goons said you were ugly, but whoa!" Schultz shoots him, but he dodges it all, taking 2 bags of money with him. Him and 2 other thugs get into a van, driving away. They hold a bank worker hostage. The cops shoot at their car. Spider-Man yells, "Hey, guys, I got this." The cops look in the bank, seeing web letters, "I got this." Spidey swings to the rampaging car. Meanwhile, an african american man, Max Dillon walks in the streets with blueprints on his way to work at Oscorp. The people trip over him and his blueprints go around the road. He picks them up, seeing a raging car with Herman Schultz in it, going at him. He says, "I'm gonna die!" Spider-Man webs him out of the way and Spider-Man claims, "Are you okay, Max?" Max says, "You're Spider-Man? Wait how do you know my name?" "Your badge, Oscorp." "Nobody knows my name. I'm a nobody." "Hey, lick that, you're not a nobody. You're a somebody. You're my eyes and ears out there, partner." Max looks at him saying, "Wow!" Herman looks back while driving; "Uh, I think we got rid of Spider-Man." Spider-Man knocks on the windshield, "Tadah! Say my name and I magically appear." Herman yells, "Get 'im boys!" The thug in the front seat tries to shoot him, but Spidey kicks the gun out of his hand, kicking his face, then webbing it, lifting him up and throwing him to make the cops arrest him. Herman shoots him, but he dodges them and he punches the back window open, punching the other goon many times, throwing him into a web. He puts his backpack on straight, grabbing onto the hostage and webbing away. He lands her on the sidewalks; "Get that freak, Spidey!" "Yes, miss!" He swings back, webbing to the car's engine, pulling it back, webbing the lowers of it, flipping it over. Schultz comes out of the flipped over car and he sees Spidey standing in front of him. The cops of the NYPD are in the building, about to go ambush Schultz and help Spider-Man, but something knocks on the window and Herman is webbed up.

Max Dillon arrives at Oscorp Tower, thinking; "Spider-Man saved me... Spider-Man saved me! He told me I was his 'eyes and ears'. I am his partner." In the elevator, Gwen Stacy comes in. Max sees her, telling her about Spider-Man, then the Oscorp AI sends them to the 50th floor. Gwen then tells him she is doing an internship at Oscorp to get credits for her junior year in high school. Max and her get along, then they see Spider-Man on the Oscorp TV. "Spider-Man just saved me today. Today is my birthday and he made it even better. I can't believe he saved me. Ooh look he saved me and it's showing it on the screen. YAY! I wish I was like him. The Spectacular Spider-Man." Gwen then agrees, asking about his birthday, "Today's your birthday, Max? Happy birthday. Are you having a party?" Max hesitates for a minute since he is an outcast and he lies; "Yeah, tons of people are coming. I would invite you but ya know, the invitations are too full." Gwen says, "Oh, I see, I see." The elevator comes to the 50th floor and Gwen says, "Well, nice to meet you, Max. Have a good day at Oscorp." Max whispers, "You too..."

Peter quickly swings to Midtown, having 30 seconds until his first class starts. He runs in the hallways, but a moniter tells to him slow down, then he arrives at his Biology class. He is on time, then Harry sees him, waving. "Mr. Parker, do you have your project on the Isotope paper?" He says, "Yes, Mrs. Campbell." He then presents it in front of the class. After class is done, him and Harry meet up; "Hey, Pete." They talk about things like finals, Harry's new assistant at Oscorp which is Donald Menken, and Gwen getting an internship at Oscorp. Harry continues, "Hey, Peter. I heard there's a new kid in our Pre-Calculus class. His name is Eddie Brock. When you were gone yesterday, he'd told me about him and we sat together at lunch. He's a pretty cool kid, you should meet him. He's a photographer at the Daily Bugle like you---" "Oh cool, he's a photographer." "So you should meet him. He's also a science wiz like you are. He's working on runningstart at ESU labs for a scientist." After school is done, Peter gets his Spider-Man suit out of his locker and puts it in his backpack. He goes into the Daily Bugle, where he meets Jonah Jameson. "PARKER! Did you get any pictures of the bank heist today?" He gives him pictures of Spider-Man beating up criminals and webbing up Schultz. Jameson says, "These are crappy pictures, Parker!" "How, Mr. Jameson?" "They're all of Spider-Man winning. UCK!" Eddie Brock comes in, Jameson; "Oh, Parker. I'd like you to meet Eddie Brock. He's the same age as you; 17. He's my only great photographer." "Hey!" "Don't worry, Peter. I heard Jameson is always yapping about you. But nice to meet you." Jameson then tells them to get pictures of the still-developed Oscorp Power Plant. They walk there together, while they're walking, Eddie and Peter get to know each other and they talk about Harry. They soon find out that Eddie's dad was Edward Brock Senior and he worked with Peter's dad on something unknown for now. Eddie arrives at the power plant, seeing people work on it and Max Dillon is there. Spencer Smythe, head of the Robotics Division in Oscorp, is "bullying" Max. Max then grabs his shirt, "You don't talk to me like that! It's my birthday, fool! You do that again and I'll make Spider-Man rip your head off!" We learn that was just an imagination and Smythe says, "Get to work, Dillon." Peter and Eddie take pictures of the power plant. They walk to the Daily Bugle, giving the pictures to Robbie Robertson, an office worker at the Bugle and he says, "Mr yell-a-lot guy is in his office. He's have a mental and hilarious breakdown." Eddie and Peter laugh. Robbie secretly pays them half their salory for the entire week; $80.

Harry sees his limo driver and that Donald Menken is in the limo escorting him back to his mansion. It seems that Menken thinks Harry is irresponsible, unrelenting, and a low-working CEO of Oscorp. The limo later stops at their mansion where Harry puts his jacket down. Doanld tells him that Harry's butler has left his service and moved to Florida. Harry goes on his futuristic computer, where he sees this device and he reads it. He remembers the day his father died, he told him something about a heditary disease and spreading the disease onto the future family. He puts the device onto the desktop, grabbing all these materials and information where it tells Harry that the disease IS heditary and that he has already caught it.

Max returns to his apartment after a long day of hard work. In his apartment, there are many, many posters and honoring towards Spider-Man. Max turns the lights on, getting his birthday cupcake out of the fridge. He says, "Yeah Spider-Man it's my night. This is the perfect night. Some people may ignore me and I may be an outcast, but that does not matter, partner. You are my hero. I don't care what the critics and politics say about you or what Jameson says about you. You're the true hero this city needs." He pretends Spider-Man is talking and imitates him; "Well thank you, Max. Happy Birthday!" He pretends Spider-Man gave him the birthday cupcake and he begins going nuts about him. The power electricity comes out and he gets a little scared because he has always been afraid of the dark. He gets a call from Smythe, "Hey, Dillon. I know it is 8PM and it is getting dark, but head to Oscorp and fix the electricity." He sighs.

Peter takes off his suit, closing the closet in his room. Aunt May says, "Peter, can I came in?" He panics and tells her she cannot come in because he is all greasy. He sees his mask on the floor, webbing it and jumping into his blanket. Aunt May strangely asks, "What happened to your face, it's filfhy." "I was cleaning the chimney." "We have no chimney..." "What?" Aunt May then tells him to shower.

Max goes to Oscorp Tower, heading to the electricity room. He finds out Oscorp is working on electric eels. He touches the tank, being shocked of their creation. He climbs up the stages and the ladders. He then gets ontop of a cellular eel tank when it is glass. He sings, "Happy Birthday to Max. Happy Birthday to Max. Happy Birthday to Me. Spider-Man is my best friend. Happy Birth...day... to me..." He connects the panels and then it shocks him, then he falls through the glass and several platforms of eels. The eels horrorly bites him and eventually, the water falls out and the tanks break then the eels get on the ground. Max then dies, becoming a dusty...

Harry is in a huge table at Oscorp with his clients and they talk about giving special medicine to the infected people by Vulture 2 months ago. Donald Menken; "Mr. Osborn, Adrian Toomes is arrested and his charges are over the top. The government is on his back and we are sending in the special medicine for the infected people---" "You mean Toomes pissed people off and jacked them off by turning everyone into giant vultures?" Donald looks at Harry crazily because Harry is not taking his bussiness at CEO importantly. Harry then says how Vulture had a reason to do that. He asks his assistant, Felicia Hardy, "Why, look at you, Felicia. So beautiful today. What do you think of this matter?" Felicia looks up saying, "I think the Oscorp scientists can create special serums for the innocents in the Manhattan Hospital." Harry then smiles at her. Harry ends the table conversation, going out to the rooftop in Oscorp Tower, pulling out a cigarette...

Gwen finally gets a half-time job at Oscorp, meeting Peter there. They talk and Gwen says, "You know, one guy named Max in the elevator the other day ran by me and he said you saved him from the running car?" Peter says, "Oh yeah." They talk and Eddie comes into Oscorp Tower and Peter asks why he is here. Eddie explains he is sent by Jameson to take pictures of the electric eels in the electricity room. Eddie meets Gwen and he says, "Ooh, your girlfriend is hot, Peter." "Thank you, but she's not my girlfriend." "Oh... okay...". All 3 of them go into the room, where Gwen examines the fallen eels and the broken tanks; "That's strange. Just yesterday when I was closing up, I saw this guy come in here just before I left. I couldn't see who he was. It's either this accident happened on him or maybe after he fixed it, it fell apart." Peter becomes spooked. The screen then goes into a montage where it shows Eddie taking Peter home with his car. Eddie and Peter get out of the car and into the enterance of his house. Aunt May is talking on the phone with one of her friends; "Anna, I got a job as a nurse in the Manhattan Hospital. Oscorp sent all the interns letters of the disease some people had back from the incident 2 months ago. This could really help my financial problem because I don't want to stress Peter out too much and pressure to make money for me---" Right when Peter and Eddie come in; "Hi Peter! Is this a friend?" Peter introduces Eddie to Aunt May and she starts having a thoughtful look. Eddie then "makes himself at home" by going into Peter's room. Aunt May tells Peter that Eddie is the son of Edward Brock Sr, Peter's dad's lab partner and friend. Peter asks if she knows anything about it and she only says, "No, all I know is that something happened to Eddie's dad one day." Peter then says, "I'm probably gonna go ask Eddie myself later." Peter runs upstairs, seeing Eddie nearly opening his closet, which is full of webs and has a suit in one of the drawers. He closes the closet funnily saying, "NO, NO! Bad boy, Eddie, bad boy. Don't look in that closet." "Why bro?" "Peter then lifts his hand up, making funny jokes and Eddie says, "What's the matter with you, man? Are you like on a seziure or something?" After an awkward silence, "No..." Peter and Eddie begin working on their homework together as they talk. Peter says, "Hey, do you want to eat some dinner at a resturant with me later? Aunt May says she's eating dinner with the new next door neighbor, Miss Anna Watson. She was always my aunt's friend, but now she moved into the same neighborhood. I heard Miss Watson has a daughter named Mary Jane (reference), but she probably doesn't go to our school." "Sure, Peter." Peter and Eddie are at a chinese diner in Chinatown. Outside of the resturant is Harry, who is wearing a red hoodie walking around the city. Peter looks out the window normally, not knowing the red hooded guy is Harry. Harry looks back; "Peter... he's the son of Richard Parker, so I can say he can probably help me cure my disease..." Peter and Eddie are talking about their goals after high school and Peter asks, "So Eddie are you doing anything else in your days?" "Well, as you know I'm working part-time as a photographer in the Daily Bugle like you and I'm a student at Midtown High as you also know. But on the weekends... I'm an MMA fighter." "You're an MMA fighter? I was wondering, you were kind of muscely." "Yeah, man... I want to go pro. I want to go pro." "You can do that, I like that." Eddie gets a call and says, "Oh the girl is calling. I'll see you at school." "Oh, you've got a girl too eh?" "Yeah, the foxiest woman you'll ever know." "I bet." Peter says bye to Eddie and Peter looks outside of the diner and stands up when he sees Gwen smiling at him. "So beautiful." He walks into the streets. He walks, even though there are cars running. A bus is beside him and he puts his hand in front of it. He is happy to see Gwen. He mentions about him keeping Captain Stacy's promise, that they may just be friends, and Gwen says, "I heard from Harry you were almost late to school the day I interned at Oscorp." "I'm sorry, I had traffic." "Did your traffic have anything to do with, I don't know, being shot out by rifles and webbing people up like a doughnut?" "Yes, I was implying you'd say that, Gwen." They talk for a long time, then they get Limeberry and he says, "I need some dessert since I just ate dinner with Eddie."

Meanwhile in a morgue, a dead body in a bag wakes up and goes nuts. It is Max! He is green and crusty. He steps out of the bed, each step he takes, at least one chunk of crust and we find out Max is blue. A chainsaw goes at him and he electrifies it. He looks at his powers, destroying the walls and going into the alleyway. He realizes he is naked, so he grabs a hoodie and jeans out of a trash can and sneakers. He sees he has a tracker beam on the left side of his head where it detects how much energy he is gaining. He sees Times Square in the distance. He mumbles, "uhhh..." He becomes a little weak.

Peter and Gwen are walking together at a small balcony in the beautiful night. They are eating frozen yogurt and Gwen says, "You probably don't know this, but I love this fruit." "Yeah, I see you eating it everyday and I know." Gwen looks suspicous and says, "How do you know?" Peter stay quiet for a second and then: "Do you stalk me everyday?" "Yes..." Gwen cannot express his feelings in front of Peter, changing the subject.

Max is walking in the streets, and each step he takes, all the cars make a loud beeping sound. The street lights fall down and Max puts on his hood. In a first person perspective, Max's villain is very blue and light. He reaches Times Square, sucking in the energy. People become spooked, then a police officer yells, "Everybody get out of the way. GET OUT OF THE WAY! Sir put your hands out of the cabel! SIR!" He continues to say that and Max looks up and the cop point his gun at him. Elsewhere, Peter's spider sense goes off and Gwen looks at Times Square, "What is that?" She looks besides her and sees Peter's pants and Nike shoes there. Continuing with Max, many more cops round up around him and a truck is about to nearly hit him, then he electrifies it. Everyone runs for their lives, then cops shoot him and he shocks all the bullets. He beams the ground, hitting on energy into the lights in Times Square. It goes on and off. Max then yells, "Please, I don't mean any harm! I don't know. Stop!" Spider-Man jumps in a police car; "Yo! Sparkies!" "Is that you?" "Yeah, you know it's me, who are you?" Gwen is coming into a crowd of people watching. "You don't remember me?" Then Max puts his feet on an electric generator and sucking in more electricity. Max continues, "I walked in the street. The car almost hit me. You swooped me up. You said I was your best friend." "The guy with the blueprints." "Yeah... blueprints." "Yes, of course I remember you. Your my eyes and ears. Uh what's your name again?" They continue talking and Max says no one ever notices him. Spidey offers to talk to him in private. A sniper shoots and Spidey says, "NO!!" And Max electrifies him, killing them, then Spider-Man webs his hands, but gets fried and Max hits him into a car. His web shooters die, then he uses his left-hand web shooter to save a police officer from a falling building. Everyone cheers. Max sees Spidey's head and sees that his best friend betrayed him. Max assumes he used him. He electrifies the ground, then Spider-Man does a backflip, going into slow-motion and saving two people from touching an electric wall. He also saves an elder from getting hit by a truck by webbing it. Max creates his energy, "It's my birthday. Now it's time for me to light my candle!" Spider-Man dodges all of his attacks. Max floats in the air with electricity beneath his feet, shooting at Spider-Man. Spidey gets injured, webbing Max towards him. Spider-Man swings around Times Square, then Max creates an energy hab into one of the ad lights in Times Square. He gets more energy and the beam on his head turns yellow. It slows down, then Spider-Man kicks Max's face, but then Spider-Man flies down. Electro puts these tentacles on him, forcing all the electricity to turn off. He beams the whole place, then buildings fall down. And Gwen is standing there, having flashbacks of her and Max in the elevator. She finds out Max was the one who got into the accident in the Oscorp Tower electricity room. She runs for her lives, then the cops yell, "Does anyone have visual on Spider-Man?!" Max kills more people, then Spider-Man hoses him with a firfighter hoser. "Good work, guys. Nice working with you." Max is becoming weak, then a Ravencroft van drives in. Spidey says, "Wait where are you guys taking this guy?" "The NYPD prison does not have enough containment levels to keep this guy in, but Ravencroft does." Spider-Man begins to have a dark feeling, then he looks at Gwen while she looks at him in confusion. He says, "Hey..." And he walks away and she says, "Nice talk, Peter." The Ravencroft guards throw Max in the truck, while they put a helmet on him, so he cannot kill them.

Peter goes back home, then he turns on the song on his iPod "Gone Gone Gone". He puts his suit in his closet, laying down, thinking. He picks his backpack, remembering that his web shooters are fried so Peter throws them out of his window. He webs the bag with his father' work in it. He sees something about Roosevelt Trainstation, where he is unsure what it has anything to do with Richard's work, but it does have something important in line. He gets the address of the place. He heads to the Bugle, then Jameson decreases his salory by $20 a day because he did not get pictures of "The new electric baddy". Jonah says, "Look, Parker. This city may be beautiful, but there are many bad things happening here. First there was a giant lizard roming around, then a vulture, and now a guy with electric powers!" "Yes, Mr. Jameson, I understand. And this electric guy was already arrested from my understanding. He is sent to Ravencroft Institute." After going out of the office, he suddenly learns NYPD has hired a special and expert detective, Jean DeWolffe, to be the new captain of the police department. She visits the Bugle, meeting Peter there.

"You're gonna make enemies Peter... leave Gwen out of it." Peter then wakes up from his daywalk dream. He screams, having violent visions of Gwen dying. Peter is on the wall in his house, getting a voicemail from Harry; "Hey, Pete this is Harry. I know I missed school recently and now I have an important matter to bring up. I'm dying... come to my office to make a discussion with me. Thanks, man." Peter is at Oscorp and him and Harry are talking about a heridtary disease Norman Osborn passed on to him. Pete is worried for him. Harry turns on the computer to activate a screen showing Norman Osborn with a cane and Richard Parker talking in an archive footage. "I am Norman Osborn and this is my lab partner, Richard Parker." "Hi, these spiders you see on the background are ones that have alterly changed after I simply put blood as a DNA there. It can be extracted from the spider venom" Norman; "This can be the first step to cure cancer. Richard also designed a symbiotic material called, The Inheritance." Peter asks why this video is important. Harry says, "Because..." Then he slams a Daily Bugle article out with Spider-Man on it pictured by Peter. "Spider-Man..." "What about him?" "He was freaking bit by one of those things in the spider room a while ago. He is my only chance at surviving." "How do you think I could get him?" "You could call him out!" "Harry... Harry. You're my best friend. I have told you that Spider-Man gives people hope, I know. I could do anything I can, but getting bit by one of these spiders extracted from the venom is not a good idea---" "Peter, com'on!" "Remember what happened to Curt Connors's lizard serums? The effects did not turn out---" "Connors was weak. This is me, Peter." Peter then says, "I'll find a way, man." Harry then pulls him towards and says, "You don't run away from me like that, Parker. I'm dying!" He then yells at Peter, seeming to be not who he used to be. He calms down, crying, then hugging Peter. Pete hugs him back.

Max is stored in wires at Ravencroft. Creepy music begins to play and Max wakes up, being terrified. A dr, Dr. Ashley Kafka, a crazy mad woman scientist who's job is to study the pychopaths in Ravencroft. She says, "Now, Max, right? I have heard you were electrified by these electric eels. Your accident must of had a great impact, I'm sorry." Then she laughs evily, injuring Max. An anonymous person on the radio says, "Max, nice to meet you." "What happened to me (Max gets flashbacks of Spider-Man fighting him)?" "You're alright, Max. We're just studying you, but if you ever get a chance to live, I need you to bring Spider-Man here." "Of course, I will, I will, he's my best friend." The announcer stays quiet for a moment, "Your best friend, Max? Have you lost your mind? He tried to stop you, Max. What kind of friend will fight you? He tried to stop us. He's an enemy to you... he's an enemy to me..." "That... that... can't be... I remember he swooped me up from that ramping car and he said I was his partner." "He's just lying, Max. We need you to bring him in alive." Max then goes crazy over Spider-Man, not realizing how he betrayed Max (as what Max thinks, but Spidey didn't really betray him). The announcer stops talking. Kafka continues to ask him questions and he says, "Doc... you can't contain me... whatever you do, doc, can't contain me. You want to know how powerful I am? Well you and I are about to find out. I'm Electro..." Kafka presses a button, tochuring Max by putting his face in water, greatly impacting him.

A huge group of men are in the controlling center in Oscorp Tower. They can track what every intern or scientist searches up and if it is not allowed, they hunt the person who is searching that down. Meanwhile at Oscorp, Gwen is continuing thinking about Max Dillon's accident. She feels empathy on him, searching on the Oscorp employee list, finding no results. She becomes confused, then the men track a computer looking at Max Dillon. They see Gwen, then Gwen fast walks, while the men struggle to get to her. Peter pulls her into a janitor's room, where he decides to get back together with her. She accepts it and they kiss, while the guards are trying to find Gwen. Gwen explains the problem; "I was looking down at the accident Max Dillon had and the guards are looking for me. I think they're hiding something, regardless of that, I need to get out for here, Pete. Can you distract them in some way?" Peter sarcastically says, "Okay, but this is the location you met me at? The guys are outside. This is the most cliche hiding spot ever." "Why don't we hide in Mexico then?" Peter and Gwen get out, Gwen goes on the elevator, then Peter grabs a cup of coffee, purposely spilling it on a guard's shirt. He then picks up a guard, kicking him in the nostrils; "I'm so sorry, man. I'm feeling all thumbs today!" The guards are injured and Gwen manages to escape.

Donald Menken is at Ravencroft prison, going in to check on Max aka Electro. Electro says, "Who are you?" "I'm Donald Menken. The assistant of the Osborns. You may know me because you should and you work for the Osborns, so..." "Are you here to kill me?" "No, I am not. I'm here to check on you." Donald Menken somewhat treats Electro like Spencer Smythe treats Max.

Peter comes home from school, he sees Aunt May sitting on his bed. "Hey Peter. How was school today?" "It was fine.." as Peter says it in a bad mood. Peter changes the subject; "Aunt May, I know this might annoy you because I bring it up so many times ever since mom and dad went away, but you are hiding something

you know that my dad worked on?" Aunt May closes her eyes then Peter; "See, everytime I mention him, you close your eyes. There are stuff my dad worked on. I know a little bit of information, but please tell me." Aunt May sighs; "Peter, you are living your life as a responsible young adult and school is almost out and you're about to graduate high school. But you can't live your life doing this. I'm the one who tied your shoes when you were 7. I'm the one who woke you up everyday, who cleaned out your diapers, told you to do your homework and clean your room. I'm the one who wiped your snot out of your nose whenever you were sick. And you're spending your life trying to solve what your dad did. Well guess what? You're MY boy. No one can take me from you. And I am having trouble with the house bills and I can't do it without Ben I can't (cries)." Peter hugs Aunt May; "Don't worry, Aunt May. I am your boy." Aunt May reveals to Peter that she works for the Manhattan Hospital. Peter is happy for her, going back to talking about his father. Aunt May calms down; "Okay, Peter what I'm about to tell you is unbelieveable. Okay the night after your father left to hide from OSCORP, the government showed up at my house, reminding me that Richard Parker sold the research to them to make a grand and sell out his best friend, Norman Osborn, who was dying. Peter, I know, you're shocked, but it is true." Peter somehow connects this with Harry's sickness. After the conversation, Aunt May goes to work at the nurse. Peter looks at the wall, thinking.

Harry is at his mansion, smoking weed and drinking alcohol. He thinks it will help him survive. He is drunk. He wakes up 2 hours later, seeing Spider-Man upside down in his apartment. Spidey says, "Hey special delivery." "Oh my god. I cannot believe my eyes. Spider-Man." "It's a pleasure to meet you, Mr. Osborn." "You um talked to Peter?" Harry pours himself a glass of beer and Spidey says, "Yeah... listen Mr. Osborn I want to help you. I really do; I can't give you my blood. I did research the the serum has dangerous side effects that could kill you." "Excuse me?" "You can die from this." "I'm already dying, you idiot." Harry and Spidey go back and forth talking and Spidey stands up and Harry says, "I thought you give people hope. Peter told me you give people hope." "I do, Mr. Osborn. I care for you." "No the only person you care about is yourself." "Look, it's gonna have to take time." Harry throws a glass of beer; "I don't have time." Spider-Man moves his head and Harry's eyes get red. Spidey jumps out of the window. He is secretly on the building. He peeks at Harry; "You're a fraud, Spider-Man!" He breaks his beer bottle and he jumps on the couch, weeping. Spidey feels bad for himself.

Gwen is revealed to have bought her new apartment because she cannot afford paying for her current house since her dad passed out. She is on her bed, doing homework. She looks at her phone, seeing her wallpaper of her kissing Peter and Peter making a humurous face. She smiles.

Peter dwelves underground to find the Roosevelt Trainstation. He cannot find it after looking everywhere. He gets mad, punching a wall, then suddenly the rail flips over, seeing a train's lights going up. He knocks on the door 3 times, which is the code to get in. He comes in seeing that it is an original Oscorp labatory.

Harry is at Oscorp Tower, pouring himself a cup of alcohol. It is getting yellow in the skies, Felicia Hardy comes in; "Hi, Mr. Osborn, is there anything I can do for you for the day?" "Only if you can bring those spiders back to life." "Spiders?" He tells how he is dying and it may be the cure to his sickness. Felicia reveals; "Harry, I have been recently eavesdropping on Menken and his officers. I heard them talking about extracting the venom from the serums, making a new serum, "The Spider Venom". It is more powerful and effective in what way, I don't know, but you know what I mean." Harry listens and he tells Felicia to distract Menken because Harry needs to search on his computer of what it is. Felicia goes out of the room, then Harry throws the chip into his table, swiping videos and he sees a video of Max's accident. He sees a live tape (because Oscorp has security footage of Ravencroft Institute) of Max saying, "Everybody is going to know how it feels to live in my world. With pain. With no mercy. Fear. Isolation. Without happiness. Without family... without Spider-Man." Menken comes in because Felicia has failed to distract him, having guards hold Felicia's arm. Menken says, "Stay out of this." "Menken, not only are you hiding something from me that can save my life, but you are also taking in the Special Projects room." "You have no bussiness into that, you hypocrite." "You are experimenting on people in there!" The guards get a hold of Harry. Menken; "Oh yes, you cannot go in there. You're gonna die a horrible death. Like your father. But the difference is, no one will miss you." Harry tries to hit Menken, but the guards hold him down. Felicia feels guilty. Harry walks out, evily; "I'm gonna find my way out." He goes out of the room.

Elsewhere, Peter turns on the computer, then it shows up of Richard Parker's tape when he was in the basement in his house 6 years ago; "Hi my name is Richard Parker. I have discovered that Oscorp wants to use my research for a sinister purpose. I have put the ones I love it danger. Something is going wrong with Norman Osborn, he is dying, he is sick. He has sent Oscorp agents to try to get me. He is looking for a cure to his sickness. And I want in the money. I have put on blood DNA into the spiders so whoever was bit by it could not have serious whole effects of a real spider. I may seem like a monster, but it worked." Peter is shocked watching this. The screen switches to Harry, who is in a limo telling a Ravencroft gate opener; "I am here to visit a special patient." The opener lets him in. Peter continues to watch; "... and I have done that. Peter, if you're watching this now and you're young, then I must tell you, I DO love you. Just because I am running away, doesn't mean I don't love you. I don't want you to be harmed. Sinister things are happening today son. Criminals and crime. I love you, Peter." The screen switches back to Harry, where the guards check in and say, "Now why are you here, Osborn?" Harry is about to respond, but he pick pockets one of the guard's pockets, getting a taser, tasing both of them and kicking them. Peter is watching the video, tearing up. Young Peter yells; "Dad, dad!" And the video stops.

Peter goes out of the station, calling Gwen. He is about to tell her all about his father, but she is not picking up. Harry passes by Dr. Kafka, wearing a disguise of scientist clothing. He quickly takes it off when he checks if the "coast is clear". He sees Electro sleeping. He accesses into the wires. Trying to break him out, but cannot. "Psst. Hello I am Harry Osborn. You are Max right?" "Why are you here?" "I'm here to save you, Max." "You're gonna kill me, so I'll kill you." "Com'on, Max. We both hate Spider-Man don't we? I want you to make him bleed. I need you." Guards come in, reminding Dr. Ashley Kafka that someone is in the room Electro is stored at. "Max, we don't have much time!" Guards are running to the room. "Give me one reason why I should trust you." "Because I need you." "You need me?" "Yes, I need you. You're the only chance I have at surviving." "Yes, I need you!" He uses a magnetic electric source in order for Electro to disappear out into the wires and break out; "I need you please!" The guards hold on to him; "PLEASE! I KNOW WHAT IT'S LIKE TO BE THROWN AWAY! Max, I need you! I need you!" Electro screams, teleporting out of the wires. He kills the guards and Ashley Kafka. Harry cannot believe his eyes when he sees Electro consuming more energy. He has not pants on except undergarments. "You did it, Max." He firmly stands up to Harry; "I used to have a close friend. It didn't work out." "So did I." Harry helps him put on a electric suit, which they pick a dark blue one with gray neckings. Electro wears it, planning to fry New York.

At the Manhattan Hospital, Aunt May is struggling with work. Meanwhile, Donald Menken has taken Harry's office. Electro teleports to Oscorp Tower as Harry is snapping his fingers as he comes into the room. Electro fries Menken's laptop and electrifies it out of the windows. While Electro is standing there, Harry evily laughs; "Oh, no one will ever miss me, Menken? No one will miss you. Well guess what. I want in to Special Pr---" "How dare you cut back in here? What happened to my agents?" "My partner, Electro, here killed them all." Donald Menken picks up a gun, shooting at Electro, but he electrifies the bullet, killing Menken. Harry says, "God, that's not what I was looking for." Harry whistles, while Electro is charging himself to wake Menken up and control him. Menken wakes up and Harry; "Welcome to the bonus round." Menken takes him to the Special Projects room. Harry grabs a gun, pointing it at Menken's head in case he tries to run away. Harry tells Electro, "Get Spider-Man! I don't care if it is one or two rounds with him! Bring me him." Electro teleports into a battery.

In a abandoned garage, Peter is working on new web shooters. He creates web shooters; he puts on a safety mask, adding fire to the webs. He touches it; "Owwyy! Stupid fire!" He clans it on with a clipper, then he goes flying. He tries many ways, finally finding a way. He learns the sticky shooters. He makes it, thinking he is now ready to go face-to-face with Electro after hearing he has broken out of Ravencroft. Peter gets a call from Gwen, saying, "Hey, Peter. I'm too afraid to tell you this, face-to-face. But I'm moving soon." "What you're moving? Why?" "My dad died (Peter hallucinates on Captain Stacy) so I need to head to California to get a job because Oscorp fired me because of just me trying to look for Max Dillon's accident. I'm moving tomorrow." Peter throws the phone.

Harry is walking Donald Menken to the elevator, where Harry sees 6 doors open. There are cells of a yellow and red suit with shock gauntlets, octopus tentacles, and a purple suit. Harry asks, "This is where Adrian Toomes became Vulture? What is all this?" Menken; "The future." Menken opens a cell, where he picks up the sample of the spider venom. Harry takes off his shirt, having his tank top. Menken says, "It won't work. Human trials..." "Human trials are not realiable. You're just too stupid to know. Do it. Now." Menken injects the spider venom into Harry's arm. Harry laughs, feeling better and cured. But his eyes and veins turn green. He falls down, takes off his tank top, screaming. Menken sets the alarm, telling everyone in Oscorp Tower to evacuate the area. Harry's teeth breaks, then his muscles expand, turning even more green. He yells very loud, the lights flicker. His hair spikes up, then he struggles on the ground to find something to wear. He sees a purple hoodie along with purple pants. He gets an invention that his father has created, which is a glider with sharp edges and is has gray and green features. He learns it has bombs in storage, so he goes on the glider, looking evil, doning himself the Green Goblin.

Peter is in his room. He gets ready to go on a double date with Gwen and Eddie and Eddie's girlfriend. He flies by. They meet up at the Central District. Peter greets Eddie's girlfriend, which is Felicia Hardy! "Hi I'm Felicia. I work full-time at Oscorp for Harry Osborn." Peter thinks it is interesting. Peter and Eddie talk like "brothers" and Felicia and Gwen talk like "sisters". They decide to go watch the movies. As they are getting popcorn, Peter gets a call from Jameson, asking Peter if he wants to have a chance to become a new reporter for the Bugle. Peter goes nuts, then Gwen and Eddie look at him. "Yes, Mr. Jameson I'd love to. Anything to do. What do I have to do?" "Well, I'm asking Eddie later if he wants to have a chance because you two are battling as photographers." "Oh okay. Want me to tell him?" "No I'll suprise him." Peter stays anonymous to Eddie and Eddie asks who he was talking to and he says Jameson, but he does not mention about what Jonah just told him. After the movies, the double date continues to hang out. Eddie looks at the time, seeing that it is 11PM. He says, "Hey, y'all. It's getting kind of late. Do you and Gwen need a ride, bro?" "Yeah, Gwen. Do you want to go with them?" "No, we'll take a cab." Eddie says, "Alright." Peter and Gwen say bye to Eddie and Felicia. Peter; "Why didn't you want to go for a ride?" "Because I want to go for a swing." Peter smiles and he suits up as Spider-Man, swinging Gwen around for their last moments together before she moves to California.

Oscorp is having it's daily routine, but Menken keeps his head out for Harry because he is afraid he might come back. Menken stays secured with a gun and a pocket knife.

A week passes by and Harry has not been sighted a all. J. Jonah Jameson tells Eddie that he is the new reporter for the Daily Bugle because he won against Peter. Eddie gets super excited, calling Peter. "Hey, bro, I got the new job as a reporter for Jameson." Even though Peter didn't win, he supports his best friend.

Gwen is in a taxi cab, being driven to the airport to move to San Francisco. The cab driver; "Hey it's Spider-Man!" Gwen says, "Stop the cab." "Lady, I ain't even moving." She gets out of the cab, where Spidey's words, "I love you, Gwen" gets everyone's attention. They wonder who Gwen is and Spider-Man swings by catching her. They go on the George Washington Bridge then he kisses her; "I know this might be a late time, but I don't want you to move." "But Peter---" "You are my destiny. Well guess what, no offense, but you're wrong. About us being on different paths. We're not on different paths." He continues to say he loves her, holding her back the legs, firmly kissing her. "I'm just gonna follow you. I'm just gonna follow you everywhere. In California, I'm pretty sure there's crime." "Yeah there's ton." They both smiles, agreeing to move together. Meanwhile at Oscorp Tower, there is utter silence. Menken feels uncomfortable, then out of the elevator he sees dead bodies. An Oscorp bomb blows up, then another one. Green Goblin flies into the window, Menken hides. Oscorp officers are shooting the Harry, but then he seduces them all. An Oscorp guard runs up to him, then he flips them over, cracking their necks, putting a knife on their chest. He throws a bomb into places. Felicia is sitting in a board room, looking at her suit (reference), but then she hears a loud bang. She checks it out. She sees people running for their lives. She sees Green Goblin, being shocked to believe it is Harry. He screams, "Menken! Come out to play!" Menken says to one of his officers, "Send in Units 5.1 to destroy this bastard. Blow him to bits!!" Scientists run, then Green Goblin throws a bomb at them, brutally killing many of them.

Spider-Man and Gwen are still on the bridge, seeing all the lights go off in the city. It is dawn and becoming dark. Jonah Jameson and Eddie sees lights go off in the Bugle. And Peter says, "What the hell is that?" In the Oscorp Power Plant, Electro comes out of the electricity, making a cosmic boom in the whole place. Gwen; "Is that Max?" It also shows Aunt May's hospital running out of electricity, making it even harder to cure the sick. "Gwen, how can I stop him? Everytime I get near him, he fries my web shooters." "Well did you try the sticky shooters?" "Yes I tried that." "Did you try magnetizing him?" "No I didn't try magnetizing him." "Well remember in 9th grade science class?" "You hit a battery with a magnetizer and it holds an electric charge." "I forgot about that (laughs)." "And that's why you are #2 in Midtown." Electro teleports from place to place in Manhattan. He fires electricity everywhere, destroying some buildings, lives, and vehicles. He shocks Dr. Kafka hard when he sees her running out of a building. He kills him to make him feel the pain he did. Spider-Man swings to a district, where a detective of NYPD is. Lights are falling off roofs. Gwen says, "Detective, I'm the daughter of Captain George Stacy." He yells to Spider-Man with a loud microphone; "Spider-Man!" Spidey says, "You just blew off my eardrums, man! Am I talking louder than I usually do?!?!" "Yes!" "Oh." Gwen puts on a magnetic source onto his web shooters and Gwen says, "Yet again, that's why you are #2 in Midtown" "Rub it in, I see we're you're going." "(laughs)". He sees Electro fly in the air, killing many people. Him and Gwen get into a humurous argument where Gwen wants to go help Spidey defeat Electro, but he says, "It's too dangerous!" He webs her hand to a car and Gwen yells, "Peter!" And she closes her mouth. At the Daily Bugle, all the lines are down and no one can type any articles. Jameson becomes furious, but in a funny way. He tells Eddie to get pictures of Spider-Man fighting "that electric dude". Eddie says, "Okay, first it was a giant lizard, then a rhino, then a vulture, and now a mental guy with electric powers. What's next; a octopus (reference)?" Eddie runs, telling everyone in the city to get to safety.

Menken is pulling himself towards a window because Harry has caught him! Most of everyone are dead and one of the ones still alive is Felicia. He flies Menken up to the room with lava in it, then he drops Menken in it, laughing really hysterically.

Spider-Man swings to Empire State building, seeing Electro's face on it; "It's time Spider-Man. To meet our destiny." Spider-Man chases him as Electro constantly teleports from building to building. Aunt May is struggling and demanding people to try to fix the electricity while she helps the patients. The screen zooms close to a dead body with a rasor knife from Green Goblin in his chest. Felicia sees surviving scientists running. She sees Harry in the window and he says, "What have I done?" "Harry..." "Get out! Get out!" Felicia runs and Green Goblin accepts what he has turned into. Electro stays in one spot in the air. Eddie Brock is using a fire escape. He says, "Go Spidey!" Spider-Man tackles Electro into a building, webbing up, kicking him. He pulls out a manhole, swinging it to his face. Electro takes the fight to the Oscorp Power Plant. Eddie wonders how he can transport there. A Daily Bugle hellicopter flies in, assisting him to the power plant to take pictures of the fight. Spider-Man swings, jumping on the Clock Tower near the power plant. He sees Electro between to cords of electricity; "You're too late, Spider-Man. I designed this power plant. Now I'm gonna take back what is rightfully mine. I will control everything (Peter looks at a water pipe). And I... will be like a god to them." "A god named sparkles?" Electro shoots at him, but he dodges and jumps out of the Clock Tower and goes on the water pipe, webbing it out. Electro, this time, dodges the water; "Now's my chance. Is that all you got, Spider-Man? Com'on!" They both go flying. Meanwhile, Gwen finally cuts the web off her hand, closing the trunk to the car. The Daily Bugle hellicopter is watching Spider-Man fight. Spider-Man looks up; "Oh hey Brock!" "What's up?!" Electro then shocks him, then Spider-Man makes a web line, pulling Electro towards him kicking him, webbing him down. Electro gets up, chasing Spider-Man around the place and destroying many of the cords. Spider-Man launches himself out of a web, punching Electro in the face! Electro chokes him on the ground and Spidey grunts; "Are you ready to give up?" Electro breathes electricity out, hurting Spider-Man, then he kicks him in the air. He electrifies his web and nothing happens to the web shooters. Spider-Man says, "Oh thank god. I love you, Gwen Stacy!" He pulls Electro down. A shock wave is created, blowing both of them. Eddie continues to take pictures. Spidey says, "Get your bones, your muscles, and your organs up. Wuh!" He sees electricity coming out, seeing that Electro is going hard and hitting him in a drum beat playing "Itsy Bitsy Spider" in electric music. He bobbles Spider-Man around, then takes control him. "Spider-Man, bet you never saw this coming." Gwen runs into Electro with a police car. "Webbed me up to a car? What are you, a caveman?" "You shouldn't be here." "I know how to help you. I can reset the systems." "What are you doing here?!" "I know--" "You can't be here right now. I'm not messin' around. You can't be here right now." "Guess what, no one makes my decisions for me okay? I make my own. Now how do we stop him?" "Okay some I'm gonna continuing fighting him and you're gonna go into the control room right? Once I have ended it with him, when I tell you to press that button, you press it." "Peter, look---" "No matter what." "Can you---" "No matter what." Gwen runs into the room, where Electro gets up and Peter hallucinates on Captain Stacy in front of the police car, looking at him. Electro strikes, then Spider-Man swings around the Oscorp Power Plant as he dodges everything. He webs back to Max, then Max stands on a pillar. He takes control of Spider-Man and Spidey screams very loud because he is getting hurt. He shoots two webs on the ground, struggling to get down. Once he is close to Electro, he throws one big punch at him and Electro gets hurt. Gwen is in the control room, seeing a dead hand and picks out the key to the button. Eddie and the hellicopter pilot are being suprised watching this. Eddie takes pictures. In places like the Manhattan Hospital and the Daily Bugle, people are walking around, stressing out and finding a way to work without electricity. Jonah Jameson says, "Com'on! The microwave doesn't work. How am I gonna eat dinner now?" Spider-Man dodges Electro's attacks and most of the cords fall down and without looking, Spider-Man uppercut punches Electro, webbing him down. Electro flies in the air, choking Spider-Man with his electricity. As in the air, Spidey pulls himself down and forces Electro to go down. He shoots webs to these stages and Electro takes control of him again. He yells, "Now Gwen, do it now! DO IT NOW!!!!!!!!!!!!!" Gwen presses the button and Spider-Man falls down and the web becomes fire, getting attached to Electro. He struggles out of it, but cannot get out, then all the electricity in New York come back on. Jonah says, "Oh, finally. I can microwave my noodles now." Electro's head beam goes all the way to red, then he shatters. Eddie Brock and the pilot's hellicopter's engine goes down, but earlier, Spidey created a web for them. Eddie's camera almost falls out, but because of the web shelter, he is fine. Eddie says, "That was so close! Jameson would of chewed my butt off." Eddie and the man are ontop of a river, having a good view. Spidey gets up, Gwen goes out of the room.

Now Green Goblin just flies in when everything is joyful. Spidey yells to Gwen, "I hope you can still make your flight." He turns around because he hears pychotic laughing. He tells Gwen to stay put. He sees a man with a purple hoodie, purple pants, and a glider with Harry's face. Harry looks back, seeing Gwen and says, "Peter... when you said Spider-Man said no, you meant you said no!" "Harry, what did you do?" "What you made me do. You were my best friend and you betrayed me!!!" "No, I was just trying to protect you." "Look at me." "It's gonna be alright. It's gonna be okay." "You don't give people hope. You take it away from them." "No, Harry." "Now I'm gonna take away yours." "No Gwen run!!" Harry grabs onto Gwen, flying out of the Oscorp Power Plant; "Harry, put her down." Green Goblin brings her to the Clock Tower. He flies up 200 feet from the tower and Spidey yells out, "Harry, put her down! This isn't between you and her. It's between you and men! You want to fight? Fight me! Let her go!" Gwen says, "Harry!" Green Goblin harshly yells, "Harry's dead!" Spider-Man constantly tells him to let Gwen go and he actually does it and Spider-Man jumps up, catching her, and dropping inside the Clock Tower. He in on the ground, while Gwen is on his chest. "You okay?" Gwen is shaking. Peter looks over, seeing a bomb. Harry broke a clock controller. Spider-Man picks Gwen; "It's okay, Gwen. I'm gonna put you down right here." Gwen is jumping from platform to platform. Spider-Man webs up the hole from the Clock Tower, webbing all the way down to Goblin, standing on him, punching him many times, webbing him back, controlling his body. Green Goblin punches him in the ground, attempting to put a rasor in his eye, but Spider-Man dodges it and punches him. Spider-Man webs up, then he web kicks Goblin, falling off his glider. The glider attacks the platform Gwen is on and she falls down. Spider-Man pulls her up with a long web, but Goblin tackles, stepping on his web shooters. He seduces Spider-Man, greatly affecting his strength. Spidey bangs his head, webbing his face, then Spidey's foot gets stuck and the clock stops running. He breaks it after pummeling Green Goblin by kicking him. The clock goes very fast and the web attached to Gwen rips off and Harry becomes unconscious. Spider-Man jumps going into slow-motion, creating a web-hand for Gwen. He catches Gwen, but she cracks her head and her neck on the ground. Peter jumps down himself and he says, "Gwen, I defeated Harry. Gwen?" He picks her up, taking off the web on her chest. He cries after learning she is dead. "GWEN! Please no!!! Not you too!!!!! Gwen..."

A funeral is created the next day for Gwen. NYPD officers are there to honor Captain Stacy's daughter since they both died. Aunt May and Peter are there. After the funeral, Peter is the last one there. The screen shows him staying there in the summer, then the fall, and winter for 6 months.

From the 1st movie, the Big Man gets access into Ravencroft Institute to visit Harry Osborn. He is in his cell, talking to Harry while he is looking away in the mirror. He says, "Hi, Osborn. My name is the Big Man. But you can call me The Gentleman or Gustav Fiers." "Nice to meet you, Mr. Fiers." "I heard of what you did to Spider-Man. Good job... you took his heart by taking away his loved one. Care to tell me who he is?" "His name is Peter Parker." "Okay. Well, I want to work with you. Imagine what we could do together." "Oh I'm counting on that." "Speaking of counting, you're doing better." "Yes. We need to build a team. But send in a couple more men to fight this wall-crawler." "But he has been gone for 6 months." "Draw him out. We need to create a team when the time comes. Don't worry. Everything we need is at Oscorp." It shows Oscorp Tower in the Special Projects where it shows Harry saying, "Who's our first volunteer?" "Herman Schultz. He has battled Spider-Man 7 months ago, but was defeated. He is most eager to join us." "Good; start with him." Gustav Fiers opens the cell that has the shock gauntlets.

Herman Schultz is reported by Eddie Brock; "New York; Spider-Man has been missing for 6 months and 8 days. Recently, Herman Schultz was reported broken out in Ravencroft. He has been unseen, but watch out New York. He may be dangerous." Aunt May says, "That spider guy. Looks like people are needing him." Peter gets out of his chair, going to his room. Aunt May and Peter argue again, but Aunt May says she's cleaning up Uncle Ben's things to keep in her room to remember him. Aunt May tells him a moral; "Do not stop striving for your destiny". Peter is on his computer, looking in his documents. He is distraught and he sees pictures of Gwen and him winning the best scientist students in Midtown High. Peter continues with his computer, seeing a file of memories with him and Gwen. He sees things like winning awards, going out, and their silly moments. He takes Uncle Ben and Aunt May's speechs in; "Do not stop striving for your destiny" and "Great power comes great responsibility". Peter looks in his closet, taking out his dad's things, imagining Gwen's "lessons" to him. Eddie calls him, "Peter, I heard about what happened to Gwen. I'm truly sorry. Felicia and I are heartbroken about this. Bro, if there's any way I can help you. Just hook up with me. If you ever want to go to the gym to be my new sparring partner and take off your anger man, I'm always here." "Okay... okay... thanks Eddie." "And remember man. Just 'cause Gwen died, doesn't mean you can give up. Please don't give up okay. You're worth to your aunt. You're worth to your friends." Peter realizes he cannot give up being Spider-Man. He takes out his suit to prepare to battle Schultz. It seems Herman is not with just a rifle gun. It's more.

At a cafe, they hear shocking and the building explodes. Peter looks at his mask, putting on his suit, climbing out of the window. People in the cafe scream when they hear a shock blow a truck to force it into drive. A yellow and red suited man with shock gauntlets (one in Special Projects) is attacking the NYPD by shocking everyone. He screams, "AH! I will have my vengeance. My name is Shocker!" A little kid wearing a mini spidey suit goes under the police lines and his mom yells him to come back. He goes in front of the battle, having the cop say, "Hold your fire!" Shocker sees the kid, "Oh look (imitates) it's the Spider-Man. You shrunk. Let's fight." The kids puts on the mask, but then people hear swinging and the camera does not show him. "Hey Spider-Man..." The kids looks back, seeing Spider-Man back! He says, "I knew you'd come back." "Yeah, thanks for taking care of this. You're the bravest kid I've ever seen. Now go help your mom, kiddo." Everyone applauds and Spider-Man jumps on the car yelling on the microphone, "Yo! Schultz. After all I've been experiencing with giants rhinos, now I deal with a man in red and yellow tights. Nice." Schultz becomes angry and Spider-Man says to himself, "There's no place like home!" Shocker gets closer, shocking at Spider-Man, but he makes a web shield, shielding it all and jumping in the air, where Shocker looks up and Spider-Man swings a giant web at him.

After Credits: It is raining hard in New York. There a a lot of sirens and yelling. Up a building, there is a woman in a black suit and a white wig sitting down. She puts on her claws. Her name is Black Cat.

Box Office ReportEdit
The film grossed $27 million over night, making $300 in the week. The total income of the movie in US was $500.3 million, making $300.4 million in foreign areas. It made a total of $900.7 million worldwide