Marvel's The Spectacular Spider-Man is a 2019 live-action superhero movie produced by 20th Century Fox and Marvel Studios based on the popular superhero by the same name as well as a sequel to The Amazing Spider-Man. It is the twenty-eighth film in the Marvel Cinematic Universe and the final film of Phase 3, and therefore the Infinity Saga. It was released on July 14th 2019.


In August of 2017 after The Amazing Spider-Man had proven to be a critical and Box Office smash, Marvel Studios announced that a Spider-Man sequel was being fast tracked to be released in summer of 2019, directly after Avengers: Forever where it would cap off Phase 3. This decision caused concern amongst fans after the release of Avengers: Infinity Gauntlet in which Peter Parker dies during the climax of the film, believing that the confirmation of a Spider-Man film coming at the end of Phase 3 spoiled that he would be resurrected. Phil Lord and Chris Miller however went on record to appease these concerns by stating that the Spider-Man sequel would be a prequel to the events of Infinity Gauntlet and Forever, taking place a little over a year after The Amazing Spider-Man and dealing with Peter's High School graduation and summer break, before he was affected by Thanos or the snap.

Later that year the film's title was finally confirmed to be The Spectacular Spider-Man and that Damian Lewis' Norman Osborn would take on his comic book alter ego the Green Goblin, being the main villain as teased in the end credits of Amazing Spider-Man. Shortly after more villain announcements came in revealing Michael Mando to have also been cast as the Scorpion and Kevin Durand to be the Rhino. When the first trailer dropped in January of 2019 it was shown for the first time that Charlie Cox would be reprising his role as Daredevil from the R-Rated Netflix series by the same name to star alongside Spider-Man. Filming began and finished in mid 2019 and the Spectacular Spider-Man was released worldwide on July 14th 2019.


  • Tom Holland as Peter Parker/Spider-Man
  • Damian Lewis as Norman Osborn/Green Goblin
  • Michael Mando as Donald Gargan/Scorpion
  • Kevin Durand as Alex O'Hirn/Rhino
  • Charlie Cox as Matthew "Matt" Murdock/Daredevil
  • Halston Sage as Gwen Stacy
  • Harrison Osterfield as Harry Osborn
  • Marisa Tomei as May Parker
  • J.K. Simmons as J. Jonah Jameson
  • Kiefer Sutherland as Captain George Stacy
  • Dennis Haysbert as Doctor Bart Hamilton
  • Peter Billingsley as Mendel Stromm
  • Helen Slater as Helen Stacy
  • Whoopi Goldberg as Principal Kelly Cox
  • Oscar Isaac as Oliver Octavius
  • Numan Acar as Dmitri Smerdyakov (Flashback)


The film starts with Norman Osborn completing a puzzle with his young son, Harry. Exaggeratedly telling him how good he did before bending down and saying he knows how hard it's been losing his mother, but that he's so proud of him for staying strong. Harry hugs him and then leaves to go play. Norman starts relaxing until hearing someone come in, he thinks it's Harry but after turning around sees it's his Butler, Dmitri. He tells Norman it's time for his afternoon Tea while Norman politely tells him that would be lovely. Dmitri then begins making it until letting out a feral growl and attacking Norman, almost killing him until he manages to stab Dmitri in the chest with a kitchen knife a dozen times. He then falls to the ground and transforms into a hairless green alien with pointed ears, who simply shapeshifted into Dmitri. Osborn is horrified and about to call the police until stopping himself only to call Oliver Octavius instead, telling him to come to the house, alone. Only for him to then hang up and start dragging the corpse away.

The credits begin to role.

In the present day, Spider-Man is falling through the sky into New York City until webbing onto one of the buildings, swinging through Manhattan in his usual fashion as J. Jonah Jameson rants about him on the Daily Bugle Webshow playing in the background. Spider-Man then eventually stops by Midtown High where the class of 2018's Graduation Ceremony is commencing. There, Harry Osborn is shown to be in the audience asking Gwen Stacy where Peter is only to him to rush into his seat, insisting that there was a ton of traffic. Gwen though insists he's right on time just as Principal Kelly Cox announces Harry as this year’s Valedictorian and calls him up for his speech. Harry proceeds to take out a script and starts reading from it until noticing his father's seat in the audience is empty, he never showed up to the Graduation. Harry then starts to ignore his script and instead speaks from his heart, saying that he knows that they're supposed to feel immortal once they leave High School but that they all need to remember that just like these four years, life doesn't last forever. What makes it precious is that it ends, so don't live your life for anyone else, no matter who they are, or who you think they might mean to you. Because in the end you're the only one who can makes yours count, and even if you fail, what better way is there to live.

At Oscorp, Norman Osborn is impressed looking over his company's latest invention, a fully functional aerospace Glider. Mendel Stromm however points out the Glider is impractical, it lacks any sort of overhead protection from projectiles and it's a falling hazard, they can't sell it to the Military like this. Norman sighs and instructs Mendel to take it back to the drawing board then. Afterwards, he looks at his watch and realizing what time it is tells Stromm that he's late for something very important and leaves. Osborn is then shown being chauffeured across New York City only to stop at his Therapist, Doctor Bart Hamilton's office, where he sits down for a session. Back at Midtown, everyone throws their hat into the air after graduating as Peter goes to celebrate with his friends. Gwen excitedly telling Peter that she can't believe it's finally here, Juilliard class of 2022. He insists that she's going rock the halls at that place until Harry then walks over and starts kissing Gwen, Peter trying his best to hide his disappointment. Gwen's Dad George eventually tells them to stop as Harry instantly does and apologizes to him. Gwen though realizing they've never met introduces Peter to her father, who casually shakes his hand before leaving to take a phone call. Peter asks if he's always that pissed and Harry reminds him he's the Captain of the NYPD and he's dating his daughter, so yes.

Peter then goes to his Mom who says that she's so proud of him and wishes his Father could've been here to see it. He says that he is too, he would've been proud seeing that he got into Empire State University. May then talks about how they're having money troubles and Peter's going to need to need to get a job to help support his tuition. Peter is resistant to the idea since he knows it would interfere with his Spider-Man duties. May suggests that he should just find a way to make money off Spider-Man but Peter asks how he'd do that without revealing his identity to the whole world. May insists she could maybe work double shifts at work, they both need to make sacrifices for Spider-Man. At the Therapy Session, Norman talks about how he's still been afraid that what happened with Doctor Octopus could happen again. Bart Hamilton reminds him that was almost two years ago but Norman responds by asking why it feels like it was yesterday. Oliver was supposed to be his friend, they should've kept building Oscorp together. He lied to him, he betrayed him, can't trust anyone. Bart asks if he's ready to talk about why Oliver left Oscorp but Norman says it's not important. Hamilton then tells Norman he's putting on him on a higher dose of Antidepressants, see if that doesn't give him some relief.

Spider-Man is then shown that night to be fighting thugs from the Yancy Street Gang. Just as he's nearly about to overwhelmed by their numbers Daredevil joins the fight and helps Peter take down the rest of the thugs. Spider-Man and Daredevil then tell each other good job as they start interrogating the Yancy Street thug named Alex O'Hirn, who's webbed to a brick wall. Peter insists to Daredevil not worry, he'll be bad cop and asks Alex where the Yancy Street Gang's been holding up after their old warehouse got raided. O'Hirn tells Spider-Man to kiss his ass until Daredevil violently grabs his testicles and responds that they asked him a question, much to Spider-Man's shock. He continues to squeeze until O'Hirn finally cracks and says the location. Daredevil though continues hanging on until Peter reminds him they got what they came for and to "Hakuna his tatas". The Devil does as told as it then cuts to the police arresting all the thugs while Daredevil and Spider-Man watch from the roof of a nearby building. Spider-Man tells Daredevil not to be so hard on criminals and he responds by asking how old he is, only for Peter to insist "old enough". Daredevil explains how when he gets a little older he's going to realize the world is... meaner than he seems to think, and you can't afford to keep seeing the best in people.

Peter responds by pointing out his whole life he's been told that, but maybe those parts of being a kid are what makes him Spider-Man. He can't give those up, and if he has to, maybe he just shouldn't grow up at all then. Daredevil says it's nice what he's trying to do, what wouldn't give to have some of that innocence again, just for one more second. But maybe he's gotta look at it the same way as being Spider-Man, it's not something he does for himself, it's something he does for everyone else. Kids need to be taken care of, and he's not always going to be here to do it for him. Peter says he'll think about it and then webs off. While swinging through the city he calls Harry Osborn asking him if he could talk to his Dad about a possible summer job opportunity as the camera then pans to the Oscorp Headquarters in the skyline where inside Norman uses a special keycard to enter a highly classified wing of the building. After walking through the hallway he comes face to face with an aquarium containing the alien corpse that attacked him all those years ago, still preserved. Mendel Stromm asks Norman what he called him in here for and Osborn insists that he wants to start performing research on the "Green Goblin", find out what makes it tick. Stromm is skeptical claiming that's not a good idea, barely anyone at Oscorp knows it even exists and if they did it would only be a matter of time before S.H.I.E.L.D. confiscated it. Norman suggests they don't tell anyone then and just do it themselves but Stromm says they could never figure it out alone. Osborn then concedes pointing out how bleeding edge research like this seems to drive everyone away, first Doctor Octavius and now him, guess he's the only scientist in this city who wants to do more than pencil pushing.

After hearing that Stromm begins to feel embarrassed by Norman's assumption and agrees to do it with him. Osborn claims that's all he needs as he draws blood from the Green Goblin and tells Stromm to synthesize it into a formula that can enter the bloodstream. He's checked the numbers and it's not a carrier for any known bacterial diseases but has countless proteins that if exposed to the human body through a Xenotransfusion could lead to self replication in his own immune system. Mendel comments he couldn't build an Arc Reactor, but he can definitely do that. Stromm starts synthesizing the blood before asking Norman one last time if he really wants to do this, Osborn claims he just wants to feel safe again. Stromm then finally injects the alien blood into him and they both just stand there expecting something to happen, but nothing does. Norman and Mendel do a body scan which shows no significant changes to his metabolism seem to have occurred, both of them coming to the chilling realization that it was a dud. Stromm claims they need to look over the corpse alongside Norman's DNA scans to see why it's not working but Osborn, unable to hide his disappointment, tells Mendel to go home for the night, they should just continue the research tomorrow morning.

At his house, a disgruntled and exhausted Norman walks inside where he sees Harry and asks him how the Graduation went, the younger Osborn confirming he made sure his speech was recorded. Norman then says he'll make sure to watch it soon. Harry asks what about right now but Norman insists he's feeling tired and is going to go to sleep early tonight. Just as he's about to enter his bedroom though Harry remembers that Peter’s looking for a job and asks if there’s anything he could do at Oscorp, Norman responds that's no problem, he'll pull some strings, figure something out. Osborn then finally falls into bed and passes out where he tosses and turns before seeing flashy images of himself finding and brutally killing Mendel Stromm. Meanwhile on the Daily Bugle Webshow, J. Jonah Jameson is talking to Captain George Stacy about how Spider-Man is a menace who's been actively hindering police efforts. Gwen Stacy and Peter Parker are shown to be watching it on a screen in the middle of the city with Gwen frustrated that her father is helping Jonah spread these lies, crime has gone down twenty three percent since Spider-Man started showed up and that's a fact. Peter blurts out thanking her until Gwen gets confused and Peter then quickly asks she knew that. Gwen explains her house literally access to all the NYPD statistics and records and Peter teases that she's still hung up on Spider-Man only to then ask what would Harry think about that. Gwen though changes the subject saying she knows they had a "thing" back in Junior year, but she hopes that doesn't make things weird between the three of them. Peter insists that he understands, Harry's a great guy, stable, not like him.

They then hug before walking into Oscorp where Harry meets up with them. Gwen waits in the lobby as Harry takes Peter to his Dad's office for a job interview, warning him that his father can be a little intimidating, but it's just a power play, if Peter stands his ground and does'’t let it get to him he’ll be fine. Parker then jokingly says if he nails this interview twenty years down the line they'll both be running this place. Harry humorously responds back telling him that he's dreaming if he doesn't think he's gonna get fired sometime after summer break. In his office, Norman Osborn is on a phone call where he's informed Mendel Stromm didn't show up to work today and isn't answering any of his Emails until Peter starts walking in and Norman tells his colleague he'll call them back. Parker introduces himself and Norman tells Peter to address him as "Mr. Osborn" before jokingly admitting that Norman is just fine. Peter laughs along and Norman claims when he heard one of Harry's friends from Midtown was coming to interview, he didn't expect it to be him. Peter exclaims how working here would be a dream come true. He has his own ideas for ways to improve some of the latest Oscorp research projects and as he begins telling him Norman is impressed, claiming some of his best scientists don't have solutions to those problems. Peter says he's gonna study Engineering at Empire State, that's actually part of the reason he wanted this job, tuition's a little tight since his Father passed he and his Mom need all the help they can get. Norman is so impressed by Peter wanting to help earn his keep like that he hires him on the spot, insisting he can work part time with flexible hours.

Peter is ecstatic to hear that thanking Norman for this opportunity but Osborn insists he's like a brother to Harry, which makes him family, and the Osborns look after their own. Peter leaves the office where he tells Harry and Gwen that he got the Job, Gwen hugs him and Harry reluctantly pats Peter on the back. Gwen then asks if he likes Branzino, Peter wonders what that means and Gwen explains it's a fish, that she and Harry were going to have dinner this weekend at her house, that Peter should come with them to celebrate. He awkwardly stammers before telling her he'll be there. Back in his office, Norman Osborn sits before he begins compulsively twitching and then gets up entering the secret wing. There he's shown stealing the Glider, orange colored hand grenades, and a high tech battle armor with yellow eyes on it as well as draining the aquarium and taking the Green Goblin, where he begins skinning it for all its green flesh. That night inside a Bar on Yancy street, Donald Gargan is yelling at Alex O'Hirn for giving up their location to Spider-Man, now they have to relocate again! Alex stammers for excuses that Daredevil was with him, he didn't have a choice. Gargan though claims the only reason he was keeping him around was for his muscle, but if he can't even defend their territory maybe there's no room for him here anymore. Suddenly, everyone hears cackling laughter as Norman Osborn flies into the bar on his Glider disguised in a suit made from the alien flesh.

Donald Gargan asks who the fuck he is and Norman insists to call him the Green Goblin and Donald takes out his gun telling the Goblin to give him one good reason not to blow his head off. Green Goblin tells him to go ahead, commenting that the Yancy Street Gang hasn't had much luck against men like him these past few years, Spider-Man, Daredevil, they've all made them squeal! Green Goblin then tells Donald can see it in him, he's a squealer, a few Gangsters then try to detain Norman but the Goblin manages to brutally kill everyone who touches him. Alex becomes scared but Donald is intrigued as the Green Goblin walks over to the pool table and knocks in every ball with one hit. Afterwards, asking Donald if he wants to be like him! To be powerful, to be feared, to command undying loyalty. Green Goblin then begins rolling in crates of Oscorp technology promising he can arm them all to the teeth in Avengers level hardware, the police and Spider-Man can be swatted out like the flies they are. Donald asks what's in it for him and the Green Goblin says they just have to promise they'll make this city burn. It then does a montage where the Yancy Street Gang relocate their operations to an Oscorp storage unit with the Green Goblin and all his technology. Alex O'Hirn gets fitted into a suit of armor designed to look like a Rhinoceros while Donald Gargan is fitted in one designed to look like a Scorpion, afterwards synthesizing the suit with radioactive Scorpion venom.

Spider-Man is then seen the next day webbing up a bunch of carjackers until remembering that he has to be at work soon. He quickly starts rushing to Oscorp, already apologizing to Norman for being late only for Osborn to insist it's no problem, you can't rush brilliance. They both then get started on their research involving genetics, with Peter and Norman both working together to try and create an antidote capable of preventing radiation poisoning. Across Town, Harry Osborn is then shown to be at the Admissions building for Juilliard until getting called into the office where his late application is accepted. As Harry's leaving Gwen is shown to be waiting for him outside and asks what he's doing here, Osborn explains that he doesn't want to wait until next summer to see her, he pulled some strings and was able to get into Juilliard too. Gwen is taken back pointing out that Stanford was his dream school but Harry insists he's got his new major and schedule all planned out, Peter can even visit whenever he wants, it'll all worth be it for them to be together. Gwen though claims she just needs some time to think about it.

Meanwhile, Peter is at his Apartment where his Mom is cooking him Wheatcakes in celebration of his first week at Oscorp. Peter gets ready to dig in until he starts hearing the TV that's on in the background play a WHiH News report of a "calamity" going on in Hell's Kitchen. Just as May turns around she sees Peter already dressed in his Spider-Man suit, asking him if he just left his clothes on the floor. Peter stalls before picking them up and wondering where she wants them, May chuckles and insists in the Laundry Machine, she'll wash them when he gets back. Downtown, the Rhino is literally pummeling through police cars like nothing while endangering civilians until Spider-Man flies by and starts trying to stop him, demanding to know where Alex got this Rhino suit from! Before he can answer though a tail begins creeping up behind Spider-Man which he's only able to avoid on account of his Spider Sense. The tail is revealed to have came from Scorpion who tells Spider-Man he's waited a long time for this as he starts viciously beating on Peter alongside Rhino. Spider-Man continues to fight back with mixed results until Daredevil joins the fight and helps even the odds. He then asks Spider-Man what's going on here and Peter simply says the Yancy Street Gang is back. Daredevil then fights Rhino while Spider-Man deals with Scorpion and just as the tides begin to turn in the hero's favor Daredevil gets blasted with a pumpkin bomb as Green Goblin picks Spider-Man up him flying him into the air on his Glider. Peter tries to fight back but the Goblin is too strong as they tumble through the air bashing into skyscrapers.

Spider-Man jokingly tells the Green Goblin that it's a felony to fly an unlicensed Drone over New York and he responds he certainly hopes so, he wouldn't be caught dead committing a misdemeanor. Spider-Man is taken off guard by the Goblin's response and they continue to quip back and fourth to one another until Green Goblin flies his Glider higher into the atmosphere that Spider-Man isn't able to breathe and ends up falling down, only being able to reorient himself at the last minute by using his webs to break his fall. Peter then catches up with Daredevil who says that the Yancy Street Gang got away with millions in cash, he couldn't stop them thanks to that maniac on the Glider. Spider-Man though insists they couldn't have gotten far, he's got a few hours to go look for them. Daredevil asks a few hours until what and Peter swings off yelling a big date tonight. At the Oscorp Storage Unit, Scorpion and Rhino are counting all the cash they stole until Green Goblin lands inside and quickly gets off his Glider, yelling that there's no better feeling than painting the town red! Scorpion though claims they still got held up by Spider-Man and Daredevil thanks to the "eight foot tall infant" getting in his way. Rhino responds by yelling he doesn't have to take that from him, he's not in charge no more! Scorpion asks if he wants a piece of him and Green Goblin starts mocking them by yelling "Marsha! Marsha! Marsha!" afterwards telling them he doesn't care how big of idiots they are out there, insisting he just wants their undying loyalty, or the dying kind.

That night outside, Spider-Man is continuing to search through the city for the Yancy Street Gang while also listening to the latest Daily Bugle webshow. He eventually notices the time and realizes he's late for the dinner at Gwen's Apartment. There, Gwen and Harry are in her room together until they see Peter knocking on the window while standing in the fire escape dressed in an oversized "I Survived My Trip to New York" shirt. They let him in and Gwen asks what he's doing up here, Peter insisting that her Dad is intimidating, and he wanted to make a good impression. She points out the Apartment's twenty stories high but Peter responds that it's not a problem. Harry then claims if he wants to make a good impression he's going to need to change out of that shirt, he can have the one under his sweatshirt. Peter then takes off his shirt as Harry unzips his pants to loosen his sweatshirt, Gwen slightly impressed by Peter's physique. Right at that very moment though George Stacy walks into the room and is taken aback by Peter and Harry's lack of modesty. Gwen tries to tell him it's not what it looks like but George's only response is recognizing Peter from the Graduation, telling him that dinner's ready downstairs. They all go downstairs and start eating as it becomes clear Peter has no idea how to eat his Branzino. Gwen's Mom, Helen, starts trying to tell him how to do it until George sternly gets up and cuts the Fish for him. Helen then quickly changes the subject and tells Gwen she heard the news about Harry going to Juilliard with her. Peter is surprised to hear the news but Gwen tries to correct Helen that he's still trying figure things out but Harry confirms he's definitely going, they're both really pumped for it.

Gwen reminds Harry she hates it when he speaks for her like that, and she thought he agreed to back off on that for a little bit. Harry responds he doesn't see why he needs to hide it, he's made up his mind. Helen once again changes the topic asking George how work is going. George claims he booked another meeting with J. Jonah Jameson to talk about Spider-Man, it's good for the Precinct to raise awareness against Vigilantes in the city. Gwen rolls her eyes while Peter bluntly asks him why he thinks that, one could say Spider-Man's been doing the city a service, protecting people from all these super powered villains that have been popping up recently. George responds that they'd be wrong then, Spider-Man doesn't follow the law or bring justice to these thugs he beats up, he's a one man judge, jury and executioner. Peter then says he doesn't see that way, Spider-Man's just trying to help by stopping criminals the NYPD aren't able to catch. George gets frustrated and asks Peter what he's trying to imply about his men, that they just sit around all day eating Donuts while Spider-Man does their work for them. Peter afterwards apologizes but George says that he thinks he should leave despite Gwen's objections.

Peter does as told and walks outside where Gwen follows, telling him that she's sorry about her Dad, he's just an angry Boomer who doesn't understand that people can be heroes without being Cops. Peter though changes the subject asking about what's going on with her and Harry, Gwen explains it's not a big deal she likes him a lot but he's just so clingy sometimes, and now they're going to go to school together, she just needs her space. Peter says he'll talk to him about it and Gwen wishes him a good night as he starts walking away, revealed that instead of going home to have gone to Oscorp instead where he starts using the technology there to work on his Spider-Man suit's flight capabilities, eventually falling asleep halfway through it. Hours later, Peter gets woken up by Norman Osborn who asks what he's doing here so late until seeing him with the Spider-Man suit. Peter begins stammering for an explanation but Norman cuts him off claiming it all makes sense, a smart kid like him being the one to design Spider-Man's equipment. Peter becomes relieved but still asks Norman to keep it between them, if anyone finds out his family could be in danger. Norman insists they wouldn't want that, his secret is safe with him. Osborn then asks what he was working on and Peter explains Spider-Man asked him to give his suit something that lets him glide through the air, to fly like the Green Goblin does. Norman starts giving Peter ideas for making a set of wings and they spend the rest of the night working together to design Web Wings for the Spider-Man suit. Peter tests them out the next morning gliding through New York all the way back to his Apartment.

Peter then yanks off his mask and gets a text from Norman Osborn about more possible upgrades for Spider-Man, rhetorically asking under his breathe if he ever stops inventing. As Peter walks into the living room he sees his Mom waiting there for him, pointing out he never came home last night. Peter responds that he had dinner at Gwen's and then fell asleep at work excitedly telling her that Norman Osborn thinks he makes Spider-Man's equipment now and totally respects him for it now. May cuts Peter off telling him she thinks he should maybe take a break from being Spider-Man, for awhile. Peter asks why and May explains that she's been worried sick about him ever since she found out, he's an eighteen year old boy who's going out risking his life every night. Peter argues he's not just an eighteen year old boy, he has amazing powers and a responsibility to use them to help other people! May though insists if something happened to him, and she has go through that again, she won't be able to live with herself. Peter points out he's been Spider-Man for almost three years now, she didn't even know for most it, how is it any different now, May insists that it just is. At Therapy, Norman is talking to Bart Hamilton explaining how he hired a new assistant recently, Harry's friend Peter, great kid, reminds him of himself when he was young. He even makes equipment for Spider-Man on the side.

Bart tells Norman he's glad to hear it, hoping that this has helped sooth his other troubles. Norman though insists not at all, Mendel Stromm still stole millions of dollars worth of Oscorp equipment, he's been having these nightmares about turning into a Green Goblin, just ripping people apart for the fun of it. Hamilton explains he's subconsciously desiring a greater sense of control but Norman claims he's a Billionaire and the majority shareholder to one of the most successful companies in the world. He's crushed or consolidated anyone who ever got in his way, what more control could he possibly need and Bart insists closure. He can sue, bankrupt and imprison anyone who slights him, but he doesn't need is revenge, he needs to find out why, demand it, only then will he have everything, he'll be complete. Meanwhile, Peter and Harry are walking together until Parker asks him why he's switching from Stanford to Juilliard. Harry says that he just did it to be with him and Gwen, he didn't think it would make her so upset. Peter insists they know that, if it was up to him they'd all stay in New York together for the next four years without changing a thing. But he and Gwen just want to make sure that's what Harry actually wants too. Osborn responds that he does, he loves Gwen, and Peter's alright too. Parker laughs realizing Harry's back to his regular self as they hang out the rest of the day before stopping at his Apartment where they watch cartoons on the small TV. Harry saying that this is the type of stuff he'd miss, in California he'd be stuck hanging out with a bunch of snotty trust fund brats watching reality shows on in their huge mansions on flatscreens, not like this. Peter insists he agrees as they continue to enjoy themselves.

At Gwen's Apartment, she's with her mother who asks how she's doing. Gwen responds she's still mad at Dad for kicking Peter out but is starting to feel better about Harry. Helen though claims she doesn't think Harry is right for her, insisting she doesn't "glow" when they're together. Gwen starts to get embarrassed but Helen explains she always acts different when she's around him but Gwen claims relationships are about compromise. Helen though claims that she shouldn't have to compromise herself. Gwen responds that she's not doing that, it was her idea for them all to go to the Sounds of Summer Festival tomorrow night. At Rikers Island, Norman Osborn is visiting Oliver Octavius in his holding cell. Oliver asks if he's here to steal the clothes off his back for a quick buck, insisting he shouldn't bother, ALS is accelerating faster than anticipated. Norman responds he's not here to hurt him, he just wants to make peace, before... it's too late. Oliver insists he's all ears and Norman begins to talk about how he has a lot of regrets about how their relationship turned out. Oliver claims it's hard to be nostalgic towards a man who took away his family, his freedom, his dignity but Norman shouts out he didn't want any of this, all he ever wanted was to understand the Green Goblin, and he turned on him for it, when he needed him most! Oliver shouts back asking if he thinks he wanted to!? After Emily died the last thing he wanted was to leave him too, but he was obsessed! The Green Goblin was dangerous, they were never going to understand it. He had no right to keep digging, pushing science past its ethical limits to satisfy some primal fear, just like he's doing now dragging him into it all over again.

Oliver then tells Norman to get out, he doesn't want to spend his last few days seeing him. Norman is about to leave but decides to turn around and whispers in Oliver's ear confessing that he injected himself with the Goblin's blood after mapping out its entire genome. Norman insisting perhaps he never needed him at all before finally leaving. At the Sounds of Summer Festival, Peter meets up with Gwen and Harry where they all start enjoying the festivities together. Harry and Gwen eventually both get up on stage to play as part of the orchestra for Juilliard. Gwen does well on the drums but Harry ends up doing poorly on the guitar and embarrasses himself, getting in a fight with the conductor over it. Peter and Gwen try to get him to calm down but Harry insists he's been trying to network at Juilliard and no one takes him seriously because he applied so late in the semester. This was his chance to make a good first impression and that "idiot" blew it by giving him material that he couldn't follow. Gwen tries to explain no one else had trouble with it but Harry doesn't listen and runs off in a huff. Peter tells Gwen he's starting to think Harry transferring to Juilliard might've been a mistake and she responds that she can't imagine another four years dealing with this. Peter says he and Harry had a great together today, it reminded him of those good times they used to have, how they're all going away. Gwen insists Harry's changing, but he keeps trying to hang on and turn himself into something he's not. Not like Peter, he's still the same adorable geek from High School.

Peter laughs and then turns somber confessing that's not only thing that hasn't changed. They look at each other for a minute before Gwen realizes what he's talking about and responds that she wanted to be with him too, but he clearly had something going on. He's still so secretive about what he does when they're not together, she and Harry used to joke that he was an escort. Peter insists that he wishes he could tell her and Gwen quietly asks why doesn't he. He simply stands in place trying to formulate a sentence until finally telling Gwen they're gonna be late for the next concert. She starts walking away disappointed by his answer as Peter literally shoots out a web a spins her back over to him in his arms, Gwen is in shock realizing he's Spider-Man as they then passionately kiss one another. Suddenly, in the skyline everyone hears sinister laughter as the Green Goblin arrives and begins terrorizing the entire Festival. Gwen looks at Peter who simply opens his shirt revealing the Spider-Man costume to be under it until cutting to him fully changed where he confronts the Green Goblin, telling him if he's going to make this sadistic criminal gig stick he's going to need a different color than green. The Goblin quips back nonsense, that Spider-Man should be green with envy that he doesn't have his fashion sense!

The two of them then start fighting with Spider-Man trying his best to keep civilians out of harm's way all the while the Goblin does the opposite. Meanwhile, across town Captain George Stacy is in a NYPD Car chasing down the Yancy Street Gang until finally causing it to crash off road. George and his partner then both get out and try to place the gangsters under arrest until Scorpion jumps out of the crashed vehicle and brutally attacks them, killing Captain Stacy's partner by stabbing him with his tail. George tries to shoot him but all the bullets ricochet, he then takes out his nightstick and tries to bash Scorpion with it, breaking on impact. Scorpion telling Stacy none of that slows him down no more. He then almost stabs George with his tail until backup arrives and Scorpion gets distracted by them. Captain Stacy looking down at his gun realizing he had absolutely no way to defend himself before. Back at the Festival, Spider-Man continues battling Green Goblin until getting incapacitated by his superior equipment. The Goblin then begins placing bombs all over the Festival before flying off into the night as they burn down buildings and collapse attractions. Spider-Man quickly reorients himself and tries to save as many people as possible. Afterwards, Harry then finds Gwen amidst the chaos and quickly hugs her, relieved she's alright, as Peter catches up with them changed back into his regular attire. Gwen then hugs Peter instead appearing much more relieved that he's okay instead of Harry, much to Osborn's confusion.

At the Oscorp Storage Unit, the Green Goblin lands inside getting off his Glider while laughing hysterically like a maniac. Scorpion tells him the Gang had a good night, they own this town now. Rhino adds on that he busted into five titanium secured bank safes tonight and must've taken at least twenty million in cash. The Green Goblin groans insisting all they care about is money, asking what ever happened to the criminals who stole just for the sport, who killed just because it's fun. This world deserves those kinds of criminals again, and that's exactly what he's going to give them. Green Goblin tells Scorpion he has a new plan, go down to the docks, poison the city's water supply, let them all choke on it. Rhino asks why they'd do that, what's in it for the Gang. The Green Goblin responds something money can't buy, the honor of being the villains that New York truly deserves. Gwen and Harry are then shown to be at the Park together where Osborn is enjoying himself but Gwen seems off. Harry tells her he knows what happened at the Festival was scary, but it'll make her feel better if she talks about it. Gwen though confesses she wants to break up and Harry is gutted but nonetheless insists that he knew she was drifting away. It's Peter isn't it, that's who she's leaving him for, he sees the way they look at each other, who she always defends from her father, the person she was most relieved to see after the attack. Gwen tells him she's so sorry but Harry responds he doesn't want her pity and leaves.

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