Marvel's The Amazing Spider-Man is a 2017 live-action superhero film produced by 20th Century Fox and Marvel Studios based on the popular character by the same name. It is the twenty-first film within the Marvel Cinematic Universe released worldwide on July 7th 2017.


Spider-Man is by all accounts the most popular character in the entire Marvel Comics library. Having the most widely sold merchandise in the world of any superhero and leading dozens of comic books, video games, and animated series, he received his own feature length movie in 2002 that helped established comic book source material as a legitimate venue for film. The Spider-Man license, for these reasons, was unsurprisingly heavily cherished by 20th Century Fox and for a long time prohibited to be used by Marvel Studios.

Kevin Feige nor anyone in the greater Fox Disney Corporation expected this to change. The Spider-Man films were very profitable and there was too much risk of brand dilution crossing him over with more risky Marvel heroes such as Iron Man or The Hulk. As Marvel Studios continued to grow however, the Spider-Man film saga fell on hard times. Though financially successful the 2010 Spider-Man 4 was panned by critics and performed significantly less than it's equally criticized predecessor, Spider-Man 3. The IP was still successful though, albeit with diminishing returns. Despite fan outcry to do so 20th Century Fox still refused to let Marvel Studios work with them to create an MCU Spider-Man, opting instead for a stand alone reboot. In 2013, the lead actor of Fox's Spider-Man saga, Andrew Garfield had dropped out as had director Marc Webb. Finding replacements proved to be challenging as Garfield and Webb themselves had been hired to replace Tobey Maguire and Sam Raimi respectively. Putting what was considered the same continuity through new creative lenses and recasting the main hero a third time was considered dangerous and would possibly do irrevrsible damage to the brand.

Marvel Studios on the other hand was making billions with The Avengers and Iron Man 3 that there were executives at Fox who wanted to work with Marvel Studios to reboot Spider-Man on film in whole. Many were in opposition to this idea but after continuous delays for Spider-Man 5's production, and Fox's desire to continue making Spider-Man movies, their options were becoming limited. In late 2014, a deal was finally made for a Spider-Man reboot to be made by Marvel Studios and 20th Century Fox for a 2017 release date and an appearance in their other upcoming joint MCU joint venture Captain America: Civil War.

Tom Holland was shortly cast as the new Spider-Man as was described as being based on the Ultimate interpretation of the character. Feige insisting he wanted to explore his time in High School much more significantly and to tell Spider-Man's origin story in a way that much more heavily reflects the comics, such as Gwen Stacy being a love interest before Mary Jane Watson as well as exploring his classic villains once again. Phil Lord and Chris Miller were hired in 2016 to direct the MCU Spider-Man film revealed to be titled The Amazing Spider-Man in the Phase 3 slate at Comic Con summer 2015. Filming began in mid 2016 and The Amazing Spider-Man came out in theaters July 7th 2017.


  • Tom Holland as Peter Parker/Spider-Man
  • Oscar Isaac as Oliver Octavius/Doctor Octopus
  • Logan Marshall-Green as Herman Shultz/Shocker
  • Ryan Reynolds as Wade Wilson/Deadpool
  • Halston Sage as Gwen Stacy
  • Harrison Osterfield as Harry Osborn
  • Remy Hii as Eugene "Flash" Thompson
  • Zendaya Coleman as Liz Allen
  • Marisa Tomei as May Parker
  • Damian Lewis as Norman Osborn
  • JK Simmons as J. Jonah Jameson
  • Jennifer Connelly as Mary Octavius
  • Whoopi Goldberg as Principal Kelly Cox
  • Martin Starr as Roger Harrington
  • Rob Lowe as Ben Parker (Flashback)


The film starts in New York City with Peter Parker and his father, Ben, spending quality time together fishing on the East River. Ben then starts discussing how Peter has been getting into fights at school and he wants to talk about it. His son claims there's nothing to talk about, they were being jerks and he did what anyone else would. Ben says he's been showing off, pulling pranks, he even found a stash of wrestling money under his bed the other day. Peter is annoyed that his father went into his room but Ben insists he's not in trouble. That he knows Peter's changing, he went through the exact same thing at his age. But that he's a good kid and shouldn't throw that away just because it might be easier. Peter snaps at him asking why not and Ben claims because with great power comes great responsibility. Peter calms down after hearing that and promises Ben he won't wrestle or mess around at school anymore. They then continue fishing and enjoying themselves until it shows that night at Momentum Labs.

Oliver Octavius is testing out his latest invention, life-like prosthetic arms connected by a neural interface to act as extra appendages. Octavius personally uses them and manages to juggle dozens of tennis balls with them, taking deep pride in what he had created. Suddenly, Norman Osborn along with a few other corporate bureaucrats come in and Octavius stops using the Tentacles, asking what they're doing here. Norman claims that Oscorp bought out Momentum Labs and they're shutting down his research and terminating his employment for violating the safety agreement in their new contracts. Oliver insists that's ridiculous, the technology is working fine. They just had a break through before he stormed in! These prosthetics could help thousands of people, it's his life's work! Oliver begins whispering for Norman to please cut him a break here, this research means everything to him. Norman though insists at full volume that the safety protocols are in place for a reason, he'll be able to find work elsewhere. Oliver yells out that this isn't about safety at all. Norman was never satisfied with what he has, so he steals the work of everyone else with his fat wallet and then kicks them out so he doesn't have to share the glory. Just like with Van Adder and his DNA augmentation. Norman mockingly tells Oliver he was always the smartest man in the room and Octavius responds that Osborn hasn't changed at all. Afterwards a bunch of Momentum Labs employees start carrying the prosthetic arms and all attached equipment out of the lab.

Peter Parker is then seen in the Wrestling Ring using his super strength to effortlessly fight off all the opponents and win hundreds of dollars. Afterwards, Peter goes to a drug store and buys himself an energy drink. As he's leaving a Burglar walks up to the cash register and robs the clerk, revealing himself to have a star tattoo on his arm. The Burglar runs out of the store and Peter ignores it. The clerk asks him why he didn't stop him, Parker says it wasn't his problem. The clerk insisting all he had to do was put his foot out and trip him. Peter leaves and as he's walking outside hears a gun shot. He runs around the bend to figure where out where it came from only to see his father Ben bleeding out! As he quickly rushes to his side it shows Oliver Octavius calling his wife, Mary, outside Momentum Labs telling her how he just lost his job and the experiment, contrasting Peter in tears over Ben's dying. Peter then puts on his Wrestling Costume and finds the man who shot his father nearby while Oliver picks up a brick off the ground and is about to angrily throw it at Norman Osborn's car, but his arm begins to rapidly shake and he instead drops it in pain. After beating the man senseless, Peter sees a star tattoo on his arm and realizes it's the same Burglar who robbed the drug store, he could've stopped him.

The credits begin to role


Peter Parker is on the Bus texting with his mother where she asks him if he's excited for the first day at his new High School. He responds back that he "can't wait!" and after the Bus reaches the school Peter walks with the crowd until being approached by the Principal Kelly Cox, who introduces herself and welcomes him to the Midtown School of Science and Technology. After getting a tour she asks if Peter has any questions, he only has one which is if he could take a quick walk before the first class. She allows it and when no one is looking he jumps over the school fence and once the cost is clear runs into an alleyway to put on his Spider-Man costume over his regular clothes. His mask's internal HUD system begins analyzing the environment and picking up on police radio signals reporting on local crime. Spidey is then seen going around Manhattan doing good deeds (while this plays). Stopping petty crime, giving the elderly directions, and taking selfies for his Snapchat story. At one point, someone thanks Daredevil for saving them, and Peter has to correct them that he's not Daredevil! He's their friendly neighborhood Spider-Man. Peter then swings by and picks up a box of pizza proceeding to eat it on the rooftop watching the Daily Bugle Webshow hosted by J. Jonah Jameson on Spider-Man, claiming he's a menace to New York and causes more problems than he solves.

Spider-Man eventually finds an ATM being robbed by a super villain called The Shocker wearing brown and beige armor and a special cloth underneath. He uses his special arm bracers to easily break open the machine and steal the money. As he's prepared to leave Spider-Man confronts him, quipping about how his cloth looks like an oven mitt. The two of them fight and Spidey doesn't have much trouble at first, but gets too overconfident and doesn't react to his Spider-Sense which allows Shocker to hit him with a Bracer pulse. Peter is surprised by how powerful it is that he stops messing around and knocks out Shocker webbing him to the wall. After hearing police sirens arriving, Spider-Man then checks the clock and realizes hours have passed since his "quick walk" and rushes back to school changing into his regular clothes again but only shows up when everyone is leaving, having missed the entire first day. At his apartment, May Parker is yelling at her son for skipping school. Peter says he doesn’t understand why he can’t just stay at his old school. May claims he passed that test exam fair and square, he had no friends and clearly wasn't being challenged by the curriculum there. It's been a year, he can't just put his life on hold because Ben died. May insists she worries about him and asks Peter if there's something else going on. He avoids the question and says he'll start going to class, and that he's sorry.

Act 1

It then shows a montage of Peter going to Midtown for the next few weeks acing his lessons but having no friends, in addition to getting chronically antagonized by a fellow student Flash Thompson, who's clearly jealous of Peter's superior academic success. Despite the bullying, Parker doesn't react to Thompson's antics and continues to do good as Spider-Man around New York. Oliver Octavius is then shown at Metro-General Hospital where his physician informs him that the ALS is rapidly getting worse, he might lose all motor functions in the next decade. Oliver somberly asks what about his brain and the physician informs him that will be unchanged. Octavius commenting that he'll be a prisoner inside his own head. Oliver then sees his wife in the waiting room where the Physician discusses insurance with them for what will happen as the condition worsens. Mary argues that Oliver is in between jobs right now and her work doesn't offer coverage. She starts to become emotional over everything that's happening and Octavius calms her down insisting to Mary and the Physician he actually has some prospects that could pan out.

At Midtown High, Peter is late to his science class which Mr. Harrington, the teacher, is obviously annoyed by. Parker quips to him that Einstein said time was relative so maybe he isn't late, everyone else is just early. The entire class is silent and Mr. Harrington tells Peter to sit down. He quickly does as told and a girl tells him his joke was really funny, well not "funny" funny but so unfunny it was kind of funny funny. Peter tells her thanks and she introduces herself as Gwen Stacy, he tells her his name too. At lunch, Peter sits alone per usual until Gwen notices him and asks if he wants to sit at her table. He says sure and moves there being introduced to her friends, Harry and Liz. Peter sits down and the trio ask him about himself, Peter explains that he likes science and Liz sarcastically insists just like everyone else at this place. Gwen though tells Peter not to take that personally, Liz is like this to everyone. Harry humorously gloats the only reason Gwen and Liz sit with him is 'cause his Dad's an alum, he's terrible at science. Peter offers to tutor him sometime and they both bond over it. Afterwards, Peter asks Gwen why she came to Midtown and Stacy answers music. He asks if she plays the Violin or something and Gwen tells him the drums.

Gwen continues talking to Liz and Harry as Peter begins to stare at her and develop a crush. Harry gets his attention again and asks Peter if he wants to come to a party this weekend at his house. Peter says sure and wonders if Gwen will be there, Stacy confirms that she will and he sheepishly says "awesome". Later in the day, J. Jonah Jameson is at the Daily Bugle ranting to the camera for one of his webshow episodes until someone tells Jonah that he needs to see something outside. He takes the elevator downstairs onto the sidewalk where Spider-Man himself is waiting and asks Jonah if he's the one writing all of those newspapers and blogs the Bugle publishes slandering him. Jonah gulps prepared to get hurt, but Spider-Man surprisingly claims that they're hilarious and to keep up the free press. He then swings off and Jonah tells his employees never to interrupt him on camera because a masked criminal ever again!

Oliver Octavius is at a bar with Norman Osborn. Norman says he's surprised Oliver asked him out for a drink, he didn't think they were on good terms after the unpleasantness that went down at Momentum Labs. Octavius tells him he knows they've had their differences since leaving Midtown High. Osborn insisting that Oscorp could've dropped the S if he had agreed to work with him on genetic research. Oliver sighs and insists what's done is done. But that there's a reason those neural prosthetics were so important to him. He's got ALS, he's had it for awhile and it's been getting progressively worse every year. What gets him is that it's only the muscles that degenerate, the brain is fine. He'll have all his ideas but won't be able to do anything with them. Osborn asks if he wants money and Octavius insists a job at Oscorp. He needs insurance for his medical bills, a chance to make a legacy for himself, for Mary. He's begging him to please do this for him. Norman says it's not going to work out. He is sympathetic but on account of growing sectors in the market and safety concerns, Oscorp's plans for those prosthetics have changed since the buyout. They're going to be used for industrial work as opposed to limb replacement. Oscorp doesn't need what he's offering. Oliver asks even with all the people in this city who lost limbs from the Manhattan Crisis but Osborn insists that he won't be able to change the Board's mind. Octavius grits his teeth reiterating that Norman is going to take away his arms and let him die without anything to support his wife or the chance to do what he loves, one last time. Norman says goodbye and leaves Oliver with the bill.

Octavius enters his home where Mary asks what happened with Norman. Oliver looks heartbroken but forces himself into a smile telling her it went great. He's going to work at Oscorp! Mary hugs Oliver excited to hear the news, knowing since High School they were meant to work together and eventually gets to sleep. Oliver though is wide awake in bed thinking. For the next couple of days late at night Oliver is in the basement welding scraps of metal into four metallic tentacles and rebuilds the neural interface he was developing at Momentum Labs. Once completed Oliver puts the interface and Tentacles on himself in addition to a green hazmat suit and his welding goggles. He looks at a picture of Norman Osborn pinned to the wall and smashes at it with one of the Tentacles, breaking a hole in the concrete. May is driving Peter to the party at Harry's house and says how she's happy he's making new friends, but that she knows about parties in the suburbs and tells him everything he needs to look out for, despite that though May does encourage her son to have fun.

Peter walks inside and Harry is happy that he came (Liz commenting that she's can't believe he came to this lame party) and invites Peter to sit with him and Gwen on the couch. Gwen reveals to Peter she and Harry were just talking about Homecoming, Peter gets nervous and asks if they're going together and Gwen tells him no, they're part of the Homecoming committee. They just voted this year's theme is going to be The Avengers. Harry and Gwen start playfully arguing who's the best Avenger, Gwen insisting it's Captain America but Harry claiming he's a war criminal now, it's obviously Iron Man. They ask Peter who his is and he's about to say Captain America, but decides not to risk exposing his identity and instead quickly says Vision, which causes both if them to go awkwardly silent. Gwen then says she also really likes Spider-Man commenting on how she's seen his videos all over YouTube and follows his Snapchat stories. Harry teases her that she's crushing on Spider-Man, that her father is a cop and would never approve of that, Gwen gets embarrassed. Peter though sees this as an opportunity and blurts out that he knows Spider-Man! The whole party hears it and Flash Thompson says he's a liar but Peter stammers that he met him one time on his way home, super nice guy, gave him his number. He could even invite him to the party! Harry says that would be awesome and Gwen is excited about it too.

Outside Harry's house, Peter is changed into his Spider-Man costume on the roof reciting what he's going to say inside the party. He looks down at Gwen and Harry excited to impress them until seeing some sort of explosion go off in the city. Peter then whimpers realizing if he investigates it will mean missing the party, but eventually sighs and puts on his mask swinging to the scene. As Spider-Man gets closer he sees that the Oscorp Building had just been attacked with the explosion scattering debris and dust all over the area. Peter crawls through it looking for the perpetrator while yelling out quips and insults to them. Suddenly, Oliver emerges from the dust cloud and with one of his Tentacles tries to grab Spider-Man and throw him off Oscorp, but his Spider-Sense allows him to react just in time. Peter then tries to fight back but Octavius is way too strong that he gets easily overpowered. Oliver then uses his tentacles to rip inside of Oscorp terrorizing the guards and employees demanding to know where Norman is, learning that he already left for the night. Octavius shouts in a fit of rage allowing his Tentacles to go wild breaking everything. Meanwhile, Spider-Man catches himself by sticking to the wall until hearing the NYPD put a spotlight of him and demand he surrender. Peter webs away trying to escape them but ends up going into Central Park where there's no buildings to swing from and falls to the ground. On foot he tries to run away out of the light but his Spider-Sense goes off as someone almost touches his shoulder and Peter quickly reacts by punching them in the face.

Spider-Man then realizes he can't just hit people and looks to see if they're okay, the audience finding out the person Peter just punched is Deadpool. The NYPD catches up and Spider-Man grabs Deadpool swinging out of the park back into the New York metropolis. While carrying Deadpool's unconscious body, Spidey has to avoid the cops but isn't used to swinging with two people and crashes into everything. Deadpool fortunately wakes up and he helps Spider-Man get the NYPD off their tail before both of them crash into a crosswalk in the middle of time square, the denizens simply continuing to walk around and over them. Spider-Man asks Deadpool if he's okay and Wade clarifies it was no big deal, he can heal, that's his superhero thing. Just like Spider-Man's is ejaculating out of his wrists. Peter yells they're webs, that would be disgusting and Deadpool tells him they should talk somewhere quieter. It then shows Norman Osborn driving into his drive way only for it to be revealed his house is where Harry's party is happening, he's Norman's son! Osborn shuts down the party and after everyone leaves scolds Harry insisting that he's disappointed he would do something like this.

Act 2

Deadpool and Spider-Man are both amusing themselves in a playground, Peter spinning on a roundabout while Wade is on the swings. Peter then starts adjusting the frequency in his Mask HUD to emphasize any reports on an "Octopus Doctor", Wade proceeding to judge him for listening to Police radios in his spare time, claiming it's the saddest thing he's ever heard. Spider-Man asks what he even wants from him and Deadpool claims the truth. Everyone in the city except "JJ Hitler mustache" loves the Amazing Spider-Man, but everyone hates him even though he does the exact same stuff as him, which doesn't really make any sense, but whatever. Wade says there's only one way for him to ride some of Spider-Man's good press. They need to work together and be seen side by side. Spider-Man tells him that would be great, he always has to work alone and is going to need help to find Doctor Octopus again. Deadpool says that would make sense, he is the main villain of the movie after all. Peter is confused about what he's talking about and Deadpool says to never mind and to just give him "some air". Peter sighs and starts pushing Wade on the Swing Set telling him that those Tentacles must've been at least supersonic and were stronger than titanium. Getting hit in the face with one of those felt like when he got tagged by... the Shocker, that's it! Peter has an idea, if can find out who the Shocker is and get him to spill the beans about the technology behind his bracers, he could use it upgrade his own suit.

Wade jumps off the swing and tells Spider-Man he's got connections in the city's seedier parts, he'll look for Shocker and text him when he's got a name. The next day, J. Jonah Jameson is hosting an episode of his webshow for the Daily Bugle about how Spider-Man was seen being involved in the attack on Oscorp and Jonah's suspicion is that he was responsible for it. How long are the people of New York going to let this thug continue to terrorize the city!? Peter is shown watching it on his phone at Midtown High before he starts getting dozens of texts from Deadpool talking about random stuff. Peter sighs and doesn't respond to any of them until it shows Norman escorting Harry into the school personally, who's embarrassed to be walked in by him. Norman claims he would much rather be at Oscorp right now dealing with Damage Control but Harry proved he can't be trusted alone. What's happening right now is all on him. Peter says Hi to Harry and realizes who his father is, becoming starstruck. Norman takes a liking to Peter since he wasn't at the party and is able to understand the science behind Oscorp's latest research. Osborn begins to trust that Peter is a good influence on his son and leaves Midtown. Peter is excited and tells Harry how cool it is that his Dad is Norman Osborn, but Harry insists it isn't all it's cracked up to be. Peter then apologizes for not coming back to the party last night, Spider-Man "wasn't answering his calls" and he didn't want to come back empty handed. The younger Osborn insists he didn't miss anything, the party got shut down.

Peter sees Gwen and tells Harry he'll catch him later. He approaches Stacy at her locker and apologizes for not coming back last night but promises she'll be able to meet Spider-Man, it's just that last night wasn't a good time for him. Gwen says it's fine and she knows Spider-Man has better things to do, she gets it. Peter smiles and then asks Gwen if maybe she would want to hang out sometime. She tells him no and he disappointingly says "oh" but Gwen corrects herself that she can't, she's busy with the Homecoming Committee. Peter nervously asks if maybe he could, uh, join. Gwen says she didn't know he was creative, and Peter insists that likes... Photography. Stacy tells him he's in and that they meet after school in the Band Room. Peter soon after gets a text from Deadpool saying he found out the Shocker's real name, Herman Schultz, followed up by the smiling poop emoji. At Oscorp, Norman is talking to the Damage Control workers who explain that the attacks were described as being caused by a violent enhanced individual looking specifically for him. They'll make sure to station NYPD officers to look after his home and protect the other Board members. Norman asks if they have any sketches on the criminal. The Damage Control Manager responds it was hard for witnesses to make out his face but that the only consistent descriptions are that he was wearing big welding goggles with four super strong manually controlled arms attached to his back. Norman starts thinking and wonders if these arms seemed like prosthetics, the Manager claims there's not enough clear eye witness testimony to tell.

Oliver Octavius and Mary are enjoying themselves together. She asks about the bruise he has on his cheek and he claims it's nothing. Mary says that it's just their luck right when he starts working at Oscorp some maniac decides to attack, hasn't this city been through enough already. Oliver responds they don't know his story, maybe he was justified in what he was doing. Mary says whatever it was she's happy Spider-Man was there. Oliver's muscles then start to give out and he begins to collapse onto the ground. Mary calls for help and a crowd of people start surrounding him but Oliver recovers and tells all of them it's okay, he's fine. Scared and frustrated over the entire scene. At a parking garage, Spider-Man and Deadpool are looking for Schultz until seeing him out of costume walking to his car. Wade insists that the "feds" couldn't find enough proof to get him on Riker's Island after his latest heists so he's been laying low here ever since. Peter claims New York's broken justice system is a blessing in disguise, now they can personally interrogate him for information on that bracer tech. Deadpool tells Spider-Man great idea, he'll be the good cop and Peter will be the bad cop. Spider-Man argues that he doesn't want to be bad cop, Deadpool is the one holding katanas he should be bad cop.

Herman hears their bickering and seeing Spider-Man drops yells out that he won't go to jail again before grabbing one of the Shocker bracers and sending out a pulse that knocks both of the red clad heroes back. He runs into a nearby Mall while Spider-Man and Deadpool begin chasing him. Shocker uses his Bracer again and it shatters an elevator shaft causing all the people inside to begin dropping until Spider-Man rushes over and holds the Elevator up with his webbing. Deadpool continues going after Shocker and pulls out a gun, but remembers this is a PG13 movie and puts it away going after Herman using toys instead. Looking into the camera and stating "Remember kids, it isn't violence if you're using household items." Peter crawls down the elevator shaft and rips the roof off of the lift that his webs are holding up. He starts helping all the people out until the webs start to break and Peter needs to quickly get a little boy out of the lift, rushing to save him too just as the web snaps and the Elevator crashes. The boy's father quickly hugs his son as Spider-Man watches, satisfied about having helped their family.

Spider-Man then catches up to Shocker after having been subdued by Deadpool and asks Herman what kind of Tech he's using. Herman responds by just telling Peter to take the Bracers. Spider-Man gets excited and asks if he's serious with Shocker insisting that he clearly isn't cut out for this anyway and dealing with both of them is worse than anything on Riker's Island. Peter gladly picks up the bracers and tells Deadpool to take Shocker to the police, he's gotta run. Before Wade can object he already swings a web and takes off, Deadpool asking Herman if it isn't too much to ask him to flag down a taxi. Oliver Octavius walks into his basement and takes his Tentacles off of their holster. After putting them on he simultaneously uses all four of them to do research on Oscorp, only using his real hands to look through his Midtown High School year book. Seeing a picture of himself, Norman and Mary together. His blood boils until flipping the page to be see another picture of Norman with two other students this time, Oliver reads the caption revealing their names to be Charles Standish and Alison Mongrain. Octavius then has his Tentacle managing the computer look up their names learning that Charles Standish the Chief Financial Officer at Oscorp and Alison Mongrain Chairman of the Board.

At Midtown High, Gwen Stacy is getting ready for the Homecoming Committee meeting and asks where Peter is and Liz sarcastically answers "not here". Gwen tries to text him and it shows Spider-Man on the wall outside of his apartment complex and sees her text, disappointingly texting back that he's not going to be able to make it. It then shows at Midtown Stacy react noticeably upset to the news but quickly tries to appear optimistic for everyone who did show up, telling them they can get started. In his room, Peter takes apart Shocker's gauntlets and studies the internal mechanics of them. With inspiration from Doctor Octopus' designs, Parker is able to build himself a pair of mechanical Web Spinners that can literally shape his webbing into whatever he chooses, instead of just straight lines. Peter tests it out on the walls of his room until May tries to come in but Peter does a backflip to the door and stops her. His Mother asks if he's hiding something in there and Peter awkwardly proclaims he's looking at "adult stuff". May backs off after that and says she just wanted to ask him what he wants for dinner and Peter says they should go out somewhere.

At a Chinese Food restaurant, May tries to get her son to talk to her. She tells him if he wants to invite any of his new friends over to the Apartment they're always welcome. Peter thanks her and says there's actually a girl, May gets excited and wants him to tell her everything. Peter goes on talking about Gwen and brings up Harry too, how he's a really cool guy, he's tutoring him in science, and get this his father is Norman Osborn. May comments that this is exactly what she wanted for him and Peter says he knows, and he's glad she pushed him towards it. For once he actually feels like everything is going to work out. At Midtown the next day in Gym Class, the coach tells everyone to partner up for sit ups and Peter goes to Gwen but she ignores him and goes with Liz instead. Peter goes with Harry and holds his feet down, Parker starting his sit up asking what's going on with Gwen. Harry is annoyed Peter doesn't know, that they were all expecting him at the Homecoming Meeting yesterday, it's not cool to bail at the last minute. Parker insists something came up and Harry asks what but Peter only responds by stammering for an excuse. Harry says if he doesn't want to hang out with them fine, but just be honest. On the docks, Charles Standish is walking onto the Staten Island Ferry while Oliver Octavius in a trench coat follows him. The boat takes off and once it's a distance away from Manhattan Doctor Octopus has his Tentacles rip through his coat and starts going after Standish. The civilians start running in fear while the assigned police protection try to shoot him.

In the locker room, Peter is changed into his regular clothes and about to return to class until he hears something in his backpack. Peter looks inside and sees it's his Spider-Man mask's HUD system on high alert since Doctor Octopus was reported by police radios to be on the Staten Island Ferry. Parker knows he has to handle this and quickly puts the mask on and, though his eye piece, looks through a map of the city while sneaking out the window and swinging. Gradually changing into the rest of his costume as he webs from the skyscrapers. He eventually makes it to the Ferry Boat and confronts Doctor Octopus where he and Spider-Man fight it out. Standish's NYPD protection however perceive Peter as a threat and begin shooting at him. Spider-Man manages to subdue them with web grenades from his Spinners but while distracted Doctor Octopus nearly rips the boat in half looking for Standish. As water begins to leak inside Octavius gets disoriented and separated from Charles and Spider-Man realizes how all the people are going to be hurt if the Ferry breaks. Peter uses his eye piece to X-Ray the boat and check all the strongest points. He then uses his Web Spinners to generate multiple creatively shaped webs to latch onto those parts of the Ferry and hold it together with his own superhuman strength, pushing Peter to the brink but allowing the people enough time to cheer him on and escape to safety on the life rafts.

Exhausted from the display of Strength, Spider-Man lets go of the webs after all the civilians are safe and collapses unconscious into the water below. Doctor Octopus is revealed to have held himself onto what remains of the Ferry and uses one of his tentacles to pull Peter out of the water. He takes him to the shore and Spider-Man slowly regains consciousness noticing Oliver standing above him. Peter prepares to web him but Doc Ock uses all of his tentacles to grab Peter's arms and legs, firmly holding them still. Spidey says that he won't let him kill these innocent people. Octavius hears Peter's voice and comments that he's just a child, Oliver smirks and says he's got his whole life ahead of him and for that reason, he's going to get a warning. What he's doing is a lot more complicated than he thinks. Osborn and his cronies are not innocent, their only goal in this world is to get rich and crush anyone in their way. Getting rid of him and everyone like him is a public service. Spider-Man says he's wrong, he can't use his gifts to hurt people, or he's just as bad as them. Octavius is clearly enraged by Peter's observation and comments that this all started for him when he was his age. He gives Spider-Man advice to give this up, throw away the suit and learn how the world really works. Because if he ever sees him again, he will kill him too and everyone that he loves.

Doctor Octopus lets go of Parker and instead of fighting back takes Octavius' advice and walks away, Oliver shouts out that Peter should be grateful, he just saved his life. Parker changes out of the wet Spider-Man suit and returns to his apartment. May tells Peter she's been calling him all day and was on the phone with the police and his principal trying to find out where he went! She thought he was dead in a ditch somewhere. Peter sits down and bursts into tears telling her his friends are gone. They left him for being stupid. He was so stupid to think he could live the rest of his life like this. His mother hugs and him says it's alright, and Peter claims he let Dad down and she says he doesn't owe the world a damn thing, he never did. She doesn't know what he does when he sneaks out or hides in his room, but maybe just being Peter Parker again is what's best. May claims it's her son, and she's fond of that guy. Peter hugs her and whispers under his breathe that he's Spider-Man No More. In does a montage of Midtown High where Harry Osborn is struggling with a test in Mr. Harrington' Science class and Peter subtly shows him the correct answers. When they leave the class Harry's test has an A+ on it and he thanks Peter for what he did. Gwen Stacy sees a pair of new drumsticks attached to her locker with a "sorry" note signed from Peter on it. The Spider-Man mask in Parker's backpack begins notifying him of a Doctor Octopus attack reported by police radios but he ignores it, disabling the notifications all together. J. Jonah Jameson makes an episode for his Webshow taking credit for the fact Spider-Man hasn't been seen for a long time and that he probably came to his senses and retired.

Act 3

Harry eventually approaches Peter and asks him if he could help with something else. Later, Liz Allan is walking in the halls until an extravagant mechanism releases a sign from Harry asking if she'll go to Homecoming with him. Liz claims that she's seen better but accepts the invitation, Peter and Harry high fiving one another. Later, Flash Thompson tries to bully Peter but he begins talking back and openly insulting him, referring to Thompson by his real name "Eugene". Flash tries to punch Peter but he quickly blocks his fist hurting Thompson's hand. Principal Cox comes over and breaks up the fight, giving them both detention. Peter and Flash give each others dirty looks while waiting until Peter is let out early since this is his first offense. Parker walks outside only to see Deadpool waiting for him. He becomes startled and asks how long he's known about his real life, Wade starts going off prepared to tell a long story about how he found out but then just confesses he's been stalking him and knew this entire time. Deadpool then says they should have a chat together somewhere private.

Peter and Wade climb up onto the A on Avengers Tower where Deadpool asks what's going on. Parker insists he's done looking out for this city, being a hero sucks. All it ever did was make his friends hate him, worry his Mother, and lead to good people getting hurt. Jameson was right, Spider-Man has no place in New York or anywhere. Deadpool tells him that's not true and Peter says to look at Captain America, he's on the run as a disgraced fugitive all because he tried to do what was right, and just look at him. A lunatic who wastes his entire life talking to people who aren't even there. Peter says that he wishes he never had powers. Wade grabs him by his shoulders and tells Spider-Man that's the point. No one said this job was easy. They save the world with nothing to show for it but bloody teeth and broken bones. They never get money, they never get sympathy, they never get the girl, but that's why the world needs them. He deals with all these problems with the everyone wanting him to fail, yet he never even once considered to stop doing this. Because when you have the power to good things for other people, you have a moral obligation to do those things. Peter observes that he sounds a lot like his father, and asks how he'll know if he's doing the right thing. That he's actually doing what's right. Wade candidly answers that they don't, they just have to take a leap of faith. Deadpool then jumps off the building and brutally lands on the ground, proceeding to then heal and get up. Wade then waits for Peter to jump down too, but he simply scoffs and crawls down the side instead.

Alison Mongrain is at Octavius' old workspace in Momentum Labs where she and a team of scientists are testing out their own designs for prosthetics on a disabled veteran. It seems to work, albeit with mixed results, until all the doorways into the cramped lab begin getting infiltrated by Doctor Octopus' tentacles. Which start violently grabbing and throwing all of the scientists brutally killing them. Mongrain gets taken as well and tries to hang onto the wall, leaving scratch marks on it as she gets dragged away and slain as well. The veteran cowers on the ground terrified until Oliver himself walks into the lab and says to him it was all their fault he had to settle for garbage technology to help him, but the punishment fits the crime. Oliver then casually claims he actually likes what they've done with the place and then leaves by ripping a wall down. Back at Midtown High, Gwen Stacy approaches Peter Parker and thanks him for the drumsticks. He tells her it's the least he can do and Gwen apologizes for ignoring him. She asks Peter if he wants to come over to her house after school, he gladly accepts. Norman Osborn is in his office looking the security footage at Momentum Labs where he pauses it and is able to zoom in on a blurry shot of Doc Ock's face. He looks into his yearbook (the same edition that Doctor Octopus used before) and finds a picture of Oliver Octavius in it wearing welding goggles, appearing identical to Doctor Octopus.

Peter Parker is at the Stacy's apartment in Gwen's room. They finish building a lego Death Star together and Peter says he didn't know she liked Star Wars. Gwen asks why and Parker explains "pretty girls" like her usually aren't into that stuff. She sighs and humorously tells him he found out her secret, she's a nerd, there's a reason her only friends were Harry and Liz. They both laugh and Gwen starts saying how she was happy when he punched Flash the other day. Peter asks if he bullied her too and Gwen claims he threw gum in her hair in Freshmen year, Parker observes that he's always been a jerk and they laugh again. He then says how when he actually fought him it was easy, all it took was one punch and he was on the floor. Gwen and him bond more and Peter asks about her drums, Gwen plays him a solo on them and his crush intensifies to the point he asks her to Homecoming. Gwen comments that she's spent so much time planning it she never actually got around to thinking about a date and says yes to him. Peter then rushes home and asks tells his mother that he needs help. It then does a montage of May giving Peter Ben's old cologne and one of his suits teaching him how to dance and act like a Gentlemen in preparation for Homecoming.

Harry is at his mansion preparing too but Norman seems preoccupied. The younger Osborn asks his father when they're going to leave but Norman tells him he isn't going to be visiting Midtown for this year's Homecoming, he has dinner with a friend. Harry asks who will drive him and Liz, Norman bluntly suggests that he take a Taxi. At Midtown High Peter and Gwen are helping set up for the Dance in the school gym. Preparing the Avengers styled decoration and foods, including Ben and Jerry's themed ice creams. Roger Harrington and Principal Cox start discussing how much they love the Stark Hazelnut and Hunka-Hulka Burning Fudge flavors. Peter then notices a Spider-Man poster on the wall and asks what that's doing here, Spider-Man isn't an Avenger. Mr. Harrington says Gwen wanted it there. Peter exclaims that Spider-Man's not a hero, just a guy in a mask. Harrington tells him that's not true, he gave people hope and meant a lot to the student body here. Just because he isn't swinging around anymore doesn't mean they can't remember him and everything he did. At the Octavius home, Oliver and Mary are casually chatting with each other until they hear a knock on the door. Oliver goes to answer it and is terrified to see Norman Osborn waiting for him. Before Octavius can say anything Mary sees him too and personally thanks Norman for hiring her husband again and invites him inside. Osborn goes along with it and the three of them all sit down to drink wine together.

Oliver and Norman are both awkward with one another talking about how they allegedly "reconnected" recently and it's been just like old times working together again. Mary says that Midtown's having Homecoming tonight and the three of them should've all gone together. Oliver says he doesn't want to revisit those times and Norman is surprised, saying he'd have all his targets in one place. Mary asks what he means by that and Osborn finally confesses that Oliver was never working for him. He's been using their savings to pay for medical treatment and going out at night murdering Oscorp employees with a pair of prosthetic tentacles. Octavius demands that he leave and Mary wants to know what's going on. Norman tells her to check any of their house's hiding places, her husband is the terrorist that the Daily Bugle has been talking about who attacked his building. Mary remembers he's been spending time in the basement and looks in there finding the Tentacles hidden under a blanket. She is horrified while Oliver tries to explain himself and Norman puts away his phone saying that the police are on their way. Oliver punches Norman and tries to calm down Mary by putting on the Tentacles, telling her it's just a way to cure his ALS by giving him extra limbs controlled by a neural interface. She starts to scream for him to get away and Oliver trying to show her that the Tentacles are harmless, accidentally flings his wife into the wall, causing Mary to go unconscious. Norman tries to help her but Doctor Octopus grabs him too with one of the Tentacles and says that look on fear on his face, it makes all of this worth it. Now he'll show the entire world who Norman Osborn really is.

At Midtown High, Peter along with Gwen, Harry and Liz are all dancing and having fun together until Peter's Spider-Sense starts to go off and tells his friends that they all have to leave. The three of them are confused but do it just as Doctor Octopus throws a school bus into the Gym breaking into Midtown with his Tentacles holding Norman. Peter and Gwen along with Harry and Liz though with their head start all make it outside and along with a handful of students are escorted to safety, Parker in particular is shocked and fearful that Doc Ock is back. He offers to take Gwen home but she refuses to leave saying that their are teachers and students still in there. Harry says if only Spider-Man were here, he could save them. Peter is chilled by those words and rips his suit jacket and tie off and in the crowd runs off, grabbing a discarded brown paper bag off the ground and begins swinging webs through the city until making it to his apartment. There he goes in through the window and opens the ceiling board where his suit is hidden, hesitating for a second and then finally putting it on once again and jumps out the window, posing elegantly as he swings a web illuminated by the moonlight. In the Midtown High Gym, Doctor Octopus has one of his Tentacles hold a phone recording Norman Osborn telling him for this year's Homecoming he is going to confess everything that he did after leaving Midtown. The work he's stolen, people he's screwed over, the despicable research he's done into biology, all of it. Osborn at first is humble and appears like he is about to confess, before viciously yelling out that Oliver was only ever worth anything in these halls when he worked for him! He never wanted to share the Oscorp him, because he is a failure and always will be.

Doctor Octopus shouts in anger and is about to kill Norman until Spider-Man uses his web to block the Tentacles and kicks Oliver in the face. Gwen Stacy and Harry being informed outside that Spider-Man is back! Norman runs away and Peter tries to save the other students and faculty around the school while Doctor Octopus chases after him, his Tentacles ripping apart the architecture of the school. Spider-Man manages to save dozens of innocent people all over Midtown including Roger Harrington, Kelly Cox, and even Flash Thompson. After the school is completely evacuated only Oliver Octavius and Peter remain. Doctor Octopus observes that Spider-Man must be a student at this school, Peter doesn't deny it but simply tells him he won't let Octavius destroy it for revenge. Doc Ock responds that he didn't create these cracks, Norman did, and now him too. Doctor Octopus then uses his Tentacles to start shaking the unstable foundations and causes the entire hallway and Gym to collapse onto Spider-Man, burying him in the rubble. Outside, Gwen sees half the school fall apart and begins to panic while Harry is on the phone and learns that his father was in there, and unaccounted for in the rescued civilians.

Spider-Man is severely wounded and unable to move. He tries to use his strength to squeeze out, but it's too heavy and the hero isn't able to move. Peter then starts to panic and call for help but gets no answer, no one can hear him. He then sees next to him his ripped Spider-Man mask and spits on it, saying that he hates Spider-Man, he hates the Avengers, to just let him die. Spider-Man then remembers when Deadpool told him that even though being a hero sucks the world needs them. That memory is counteracted by his Mother telling him that he deserves to live a good life. These memories of contradictory advice go back and fourth in Peter's mind until he finally has a vivid memory of when he was fishing with his father, and he told him with great power comes great responsibility. He then remembers when he found the Burglar who shot Ben and how he could've stopped him in the drug store and how Doctor Octopus wants to hurt Norman Osborn, who Peter found out in these very halls was Harry's father. Peter grabs his torn mask and puts it on, using every bit of his strength to valiantly lift the rubble (while this plays) and tosses the tons of concrete off himself.

Doctor Octopus is running on his Tentacles through the Midtown Football Field looking for Norman Osborn, shouting that he can't hide from him forever. Spider-Man walks out into the field behind him and Oliver says he is really getting sick of him and his refusal to die, he should be going after Osborn. Peter says he doesn't know what happened to him, but he knows what it's like to hurt. But it doesn't give him the right, Octavius responds it gives him all the right! For the first time in his life he doesn't feel weak, he just feels like himself. Spider-Man and Doctor Octopus start to fight and for a long time Doc Ock seems to be getting the upper hand until Peter is able to pull out his Neural Implant, disconnecting Oliver from the Tentacles and depowering him. Spider-Man then webs Octavius to the ground and finds Norman Osborn hiding in the bleachers half dead. Oliver begins screaming that Spider-Man took away the one thing he had left in this world! Now he's going to be trapped in this useless body!

Peter ignores Oliver's taunts and drops Norman off at the front of the school where Harry rushes over to help him, Norman promising his son that it's okay he's going to be alright. Peter starts slowly walking off around the back while Gwen Stacy notices him and follows. Spidey quickly tries to hide his face from her but she says it's okay. In the darkly lit corner Gwen walks over to him and gently touches the exposed side of his face, feeling his wounds but unaware of what his face actually looks like. Eventually, Spider-Man makes a web and slowly zips away. Weeks later at Riker's Island, the prison guards throw Oliver Octavius into his cell, as they close the door he struggles to get up off the ground, his ALS getting worse. Peter is at Midtown High walking past the Damage Control construction going on and sees Gwen helping pull down the Homecoming posters. Peter approaches her and says that he wants to talk about what happened last night, it was pretty crummy of him to run away like that. Gwen agrees and Peter claims he wants to talk about that, confessing to Stacy that he "likes" her and Gwen insists that she knows, it was obvious.

Peter then says he wants to have a makeup date tonight. One that won't be interrupted by a crazy four armed criminal this time. Gwen explains that she doesn't think that's a good idea, she thought that she liked Peter too but he obviously has something going on and she doesn't know how to deal with that. Peter is upset by her decision but claims he understands and hopes they can stay friends. Gwen hugs him and Harry awkwardly joins in. Peter asks how his Dad is doing and Osborn claims that he's gonna pull through. It then shows Peter dressed in his fully refurbished Spider-Man suit and climbs onto the Avengers Tower A again. This time he proudly makes his leap of faith off of it and the camera changes to a first person angle as he sticks onto a nearby skyscraper, his reflection visible in the glass. Spider-Man then crawls into his apartment where lands in his room taking his mask off. Unbeknownst to Peter, May is standing behind him and seeing her son unmasked in the Spider-Man costume and exclaims "What the f..."

End Credits

Teasing The Spectacular Spider-Man

At Oscorp, Norman Osborn uses his special keycard to open the door into a highly classified facility inside the building. There, he walks inside a long hallway until finally approaching an aquarium called OZ attached to the wall with green liquid inside containing the corpse of a Skrull alien inside of it. Norman presses his hand against the glass and snarls at it.


  • The Marvel Intro for this film instead of playing the ordinary MCU theme music, plays a variant of the 1960s Spider-Man theme song instead.
  • The Amazing Spider-Man has multiple scenes that were confirmed by Phil Lord and Chris Miller to be homages to Spider-Man 2. Peter holding together the boat is inspired from the iconic Train scene, Oscar Isaac's Doctor Octopus attacking Oscorp Robotics is based on when Alfred Molina's Doctor Octopus attacked his Surgeons, and both films adapt the classic Spider-Man No More arc.
  • Doctor Octopus' real name in the comics is Otto Octavius. This was changed in the film to Oliver as Otto was considered too uncommon of a name in modern day American society.
  • Octavius references another scientists who's research was bought out by Oscorp, DNA research by a man named Van Adder. This is a reference to Niles Van Adder, an employee of Oscorp in the comics who becomes the supervillain Protogoblin.
  • At the beginning of the film Spider-Man is confused with fellow New York City based vigilante Daredevil, the protagonist of the MCU based Netflix series of the same name.
  • The Marvel Cinematic Universe's Spider-Man appears to be largely based on the Ultimate run of the character. Who's career as a superhero and personality are centered around being in High School.
  • Midtown High in the comics is not a school known for any sort of academic excellence, and was simply the local public school Peter was forced to attend due to living in its district.
  • JK Simmons is one of the few actors to reprise the role of a Marvel character for the MCU despite having no canonical affiliation to said character. The only other being Ryan Reynolds as Deadpool, who ironically appears in the film as well.
  • A picture of Abraham Erskine from Captain America can be seen on the wall in Mr. Harrington' science class next to pictures of other famous scientists throughout history such as Nikola Tesla, Albert Einstein, and Madame Curie.
  • Metro-General Hospital where Oliver Octavius is treated for his ALS is the same Hospital that Stephen Strange worked at the beginning of Doctor Strange and Claire Temple from Daredevil.
  • Gwen Stacy appears to be more inspired by her Earth-65 counterpart more than her 616 counterpart, being interested in playing drums and involved with music instead of science.
  • Deadpool being in New York City to try and earn a reputation similar to Spider-Man was hinted at the end of Deadpool: The Second Coming.
  • The Manhattan Crisis that Oliver Octavius mentions is responsible for multiple lost limbs among New Yorkers is the same event that occurred during the climax of The Avengers where an army of aliens invaded through a portal right into the heart of New York City.
  • Alison Mongrain is the only person in the film shown to be killed by Doctor Octopus indirectly as a result of Peter giving up being Spider-Man. Mongrain was specifically chosen by Daley and Goldstein for this role as, in the comics, Alison was responsible for the death of Peter Parker's child. Him not saving her from the same fate at the hands of Doctor Octopus was considered to be justifiable by the storyboard.
  • Harry Osborn mentions that Gwen Stacy's father is a cop. Confirming that like all other Gwen Stacy adaptations, her father is George Stacy, an officer of the NYPD.
  • Spider-Man in the Marvel Cinematic Universe is able to generate organic webs from his wrists, and does not require a special mechanism or synthetic fluid to generate it. However, he does still have a pair of Web Spinners made from Shocker's gauntlets that allow him to shape his webs.
  • Damage Control in the comics and MCU respectively are an organization responsible for the rebuilding and clean up of collateral damage caused by Superhuman battles or assaults. Spider-Man was a guest character in the first ever Damage Control comic.
  • Norman Osborn in the secret Oscorp wing is preserving the body of a Skrull. In the comics, the Skrulls are a notorious race of aliens that have appeared as the antagonists in countless Marvel properties over the years.
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