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  • [movie opens with a 4 year-old Peter Parker playing hide and seek and looking for his father]
  • Peter Parker - age 4: Five, four, three, two, one. Ready or not, here I come. [Peter goes into his father's study and sees that it has been tossed and gets scared] Dad! Dad! [Peter's father enters looking concerned, he pulls out a drawer from his desk and removes a false bottom hiding a file, he takes the file, wipes off the equations on his blackboard, Peter's mother's carries Peter out of the office and as they leave we see a spider encased in glass on the desk] [after taking Peter to his uncle Ben and Aunt May's house]
  • Richard Parker: You're gonna stay with your Aunt May and and Uncle Ben for a little while.
  • Peter Parker - age 4: I wanna go with you. [Richard kisses Peter, then Peter's mother tenderly strokes Peter's face as she cries and gives instructions to May]
  • Mary Parker: He doesn't like crust on his sandwiches and he likes to sleep with a little light on at night.
  • Richard Parker: Come on.
  • Peter Parker - age 4: Dad?
  • Richard Parker: Be good. Richard turns and walks out of the house with Peter's mother] [we see Peter, now a teenager, putting up his photo of the debate team and as he's doing this he gets hit in the head with a basketball thrown by the school bully, Flash Thompson, who laughs at Peter and tries to scare Peter before walking off, as Peter walks down the school hallway he gets approached by a student]
  • Hot Girl: Hey, it's uh...Peter, right?
  • Peter Parker: Mmhmm.
  • Hot Girl: I really like your photo's.
  • Peter Parker: Oh, thanks.
  • Hot Girl: Uh..listen, are you busy Friday night?
  • Peter Parker: Uh... [Peter looks speechless then shakes his head]
  • Hot Girl: Cool! Uh...can you take pictures of my boyfriend's car. I just, you know, I really wanna frame a good one for his Birthday.
  • Peter Parker: That's really nice of you. Wow, that's such a nice thought. Um...yeah, I'll have a look at the old uh...the old schedule.
  • Hot Girl: Okay. [at lunch in the school yard, Peter sees Flash bullying another kid, shoving his face in his food, and all the other kids around him chanting along for the kid to eat the food]
  • Flash Thompson: Hey, Parker, come on! Get a picture of this, come on.
  • Peter Parker: I'm not gonna take a picture of this. Put him down, man. Put his down, man. [to the kid] Don't eat it. Don't eat it.
  • Flash Thompson: Take the picture, Parker!
  • Peter Parker: Put him down, Flash.
  • Flash Thompson: Take a picture.
  • Peter Parker: Put him down! Eugene! [the other students laugh, Flash drops the kid and suddenly punches Peter] Get up! Come on! Come on! [Flash kicks Peter in the stomach and Peter doubles up in pain]
  • Peter Parker: I'm still not taking the picture.
  • Flash Thompson: Stay down, Parker! [Flash turns to the crowd of students and starts shouting] Who wants one more! Huh? Huh? [Gwen who was sitting on her own in the year, walks over and calmly intervenes] Who wants one more! Huh? Huh? [Gwen who was sitting on her own in the year, walks over and calmly intervenes]
  • Gwen Stacy: Flash! Flash, are we still on for after school today? My house, three thirty? I hope you've been doing your homework. Last time I was very disappointed in you.
  • Flash Thompson: Okay, listen...
  • Gwen Stacy: No, Flash, how about we go to class, hmm? How about it?
  • Flash Thompson: Whatever. [the school bell rings, Flash turns and walks off, Gwen gives Peter a look before walking off, Peter then finds his camera which is broken] ]later in class, after the Flash bullying incident]
  • Gwen Stacy: I thought that was great, what you did back there. It was stupid, but it was great. You should probably go to the nurse, you might have a concussion. What's your name?
  • Peter Parker: You don't know my name?
  • Gwen Stacy: No, I know your name. I just wanna know if you know your name.
  • Peter Parker: Peter...Parker. Peter Parker.
  • Gwen Stacy: Okay, good. [she smiles and turns her face from Peter, Peter gives a longing look] I'd still go to the nurse though.
  • Peter Parker: You're Gwen, right?
  • Gwen Stacy: Gwen Stacy. [later at home with his aunt, referring to his beat up looking face]
  • Aunt May: Oh, my God! What happened to your face?
  • Peter Parker: Oh, I'm alright. I just...I fell, skating. It's alright. [Peter's uncle walks into the kitchen carrying an looking box]
  • Uncle Ben: [to Peter] What happened to you?
  • Uncle Ben: What happened to you?
  • Aunt May: He fell. Why you kids ride those things, I'll never know.
  • Uncle Ben: Cause it's stupid and dangerous. Remember when we were stupid and dangerous?
  • Aunt May: No.
  • Uncle Ben: Trust me, we were.
  • Peter Parker: Good to know. [referring to his uncle's rolled up trousers and bare feet] Hey, where's the flood?
  • Uncle Ben: Follow me, I'll show you.
  • Peter Parker: You serious?
  • Uncle Ben: Yes! [Peter follows his uncle to the basement] [in the basement, showing Peter the flood] I think it's a condenser tray.
  • Peter Parker: No, too much water for the condenser tray or the heat exchange tubing. This has gotta be the filling.
  • Uncle Ben: That's the only thing that makes sense then. Can you fix it?
  • Peter Parker: No, not tonight. I'll go by the hardware store tomorrow.
  • Uncle Ben: Good deal. Meanwhile, put this on your face. [he give Peter an ice pack] How does the other guy look? [Peter doesn't reply]
  • Peter Parker: No, no.
  • Uncle Ben: I wouldn't tell your Aunt May. I'd pity the poor kid who'd have to suffer her wrath. [Peter's uncle starts going back upstairs] Hey, before you come up, see if there's anything else worth saving.
  • Peter Parker: Yeah. [as Peter looks around the basement he notices a leather briefcase that belonged to his father and takes it] [after finding his father's briefcase, he takes it to his room, he examines the briefcase further and finds a secret pocket that contains a folder of his father’s equations, the main equation is marked with the symbol of two zeros crossed with diagonal lines] What is this? [reading from the notes in the file] Zero, zero, Decay Rate Algorithm. [there's a knock on his bedroom door] Yeah, one sec! One sec! [Peter quickly hides the briefcase and unlocks his door] Come in.
  • Uncle Ben: You okay?
  • Peter Parker: Yeah, what's up? [referring to Peter's father] Oh, my God! You look just like him. [Peter takes off his glasses]
  • Uncle Ben: May I come in?
  • Peter Parker: Yeah.
  • Uncle Ben: Listen, um...I don't have much education, you know, Peter. Hell, I stopped being able to help with your homework when you were ten. What I'm trying to say is, I know it's been rough for you without your dad. And I know we don't talk much about them.
  • Peter Parker: Yeah, it's fine.
  • Uncle Ben: No, it is not alright. I wish I could change it, but I can't. [referring to photo of Gwen that Peter has on his computer screen] She's pretty. [as Peter's uncle is about to leave Peter's room]
  • Peter Parker: Uncle Ben?
  • Uncle Ben: Yeah?
  • Peter Parker: You're a pretty great dad, alright? [Peter's uncle smiles] [after Peter researches Connors online, he finds that he is working on cross-species genetics at OsCorp and Peter goes to OsCorp Tower]
  • Receptionist: Excuse me?
  • Peter Parker: What?
  • Receptionist: Can I help you?
  • Peter Parker: Oh, uh...I don't know. I'm here...I'm here to see Dr. Connors.
  • Receptionist: Right. You'll find yourself to the left. [Peter looks at her blankly] You are here for the internship?
  • Peter Parker: Yeah. Yeah.
  • Receptionist: Okay. You'll find your badge to the left. [Peter looks to the left and sees the name badges]
  • Peter Parker: Oh!
  • Receptionist: Are you having trouble finding yourself?
  • Peter Parker: No. I got it. [he quickly picks up a badge for Rodrigo Guevara]
  • Receptionist: Okay, Mr. Guevara.
  • Peter Parker: Gracias. [as Peter heads upstairs in OsCorp Tower he finds the group of interns gather and Gwen introducing herself to them]
  • Gwen Stacy: Welcome to OsCorp. My name is Gwen Stacy, I'm a senior at Midtown Science and I'm also head intern to Dr. Connors, so I'll be with you for the duration of your visit. Where I go, you go. That's the basic rule. If you remember that, all will be fine. If you forget that, then... [at that moment we hear the real Rodrigo Guevara shouting his name as he's being dragged away by security] Well, I guess I don't need to tell you what happens if you forget that. Shall we. [Peter tries to hide his face and stay in the back as Gwen gives the interns a tour of OsCorp] [as Gwen takes the interns to a lab in OsCorp, with Peter hiding in the back of the group, Connors appears and addresses the interns]
  • Dr. Curt Connors: Welcome, my name is Dr. Curtis Connors. And yes, in case you're wondering, I'm a southpaw. [the interns laugh] I'm not a cripple, I'm a former scientist and I'm the world's foremost authority on herpetology. That's reptiles, for those of you who don't know. But like the Parkinson's patient who watches on in horror as her body slowly betrays her, or the man with macular degeneration who's eyes grow dimer each day, I long to fix myself. I want to create a world without weakness. Anyone care to venture a guess just how? [one of the interns puts up their hand] Yes?
  • OsCorp Intern: Stem cells?
  • Dr. Curt Connors: Promising, but the solution I'm thinking of is more radical. [the interns all look at each other] No one?
  • Peter Parker: Cross-species genetics. [everyone turns and looks at Peter at the back of the group, Gwen looks at her list of intern names] A person gets Parkinson's when the brain cells that produce dopamine start to disappear. But the zebrafish has the ability to regenerate cells on command. If you can somehow give this ability to the woman you're talking about, that's that. She's...she's curing herself.
  • OsCorp Intern: Yeah, you just have to look past the gills on her neck. [the other interns laugh]
  • Dr. Curt Connors: And you are?
  • Gwen Stacy: He's one of Midtown Science's best and brightest.
  • Dr. Curt Connors: Really?
  • Gwen Stacy: Hmm. He's second in his class.
  • Dr. Curt Connors: Oh.
  • Peter Parker: Second?
  • Gwen Stacy: Yeah.
  • Peter Parker: You sure about that?
  • Gwen Stacy: I'm pretty sure. [at that moment Connors phone rings and he excuses himself and leaves the interns with Gwen] [after Connors leaves, Peter tries to sneak away but Gwen stops him] Hi. How you doin', Rodrigo? [Peter looks at his badge and realizes that she's referring to the name on his badge]
  • Peter Parker: Oh, yeah.
  • Gwen Stacy: What are you doing here?
  • Peter Parker: I work here. I don't work here. I was gonna say...I was gonna say I work here, but I seems like in fact you work here. So you know that I don't in fact work here.
  • Gwen Stacy: Are you following me?
  • Peter Parker: No, I'm not following...I'm not following you. No, I'm not. I had no idea worked here.
  • Gwen Stacy: Then why would you be here?
  • Peter Parker: I just snuck in because, I love science.
  • Gwen Stacy: You love science?
  • Peter Parker: I am passionate about it.
  • Gwen Stacy: So you snuck in. I have to lead this tour group.
  • Peter Parker: I know.
  • Gwen Stacy: So I'm gonna ask you more about this later. Do not get me in trouble.
  • Peter Parker: I promise you, I won't.
  • Gwen Stacy: Stay with the group. [as Gwen heads back to take the interns round the building, Peter tries to sneak off but bumps into Rajit Ratha, who drops a file that has the same double zero symbol that Peter saw in his father's file]
  • Dr. Curt Connors: We received the results from the MRNA sequences, they were disappointing.
  • Rajit Ratha: So define disappointing.
  • Dr. Curt Connors: I'm at a dead end. It's the Decay Rate Algorithm. But this is to be expected.
  • Rajit Ratha: Expected? You said you were close.
  • Dr. Curt Connors: We are close, but it's gonna take time.
  • Rajit Ratha: He doesn't have time. Norman Osborn is dying, Dr. Connors. Save him, or we'll both lose our heads. [as Peter goes back to rejoin the intern group, Gwen notices that he'd snuck off again]
  • Peter Parker: I...
  • Gwen Stacy: Give me the badge. Give it to me. [Peter reluctantly takes the badge off, as he does this we one of the spider from the lab crawling on the back of Peter's coat collar, Peter gives the badge back to Gwen]
  • Peter Parker: Sorry. [as Gwen turns to leave, suddenly Peter is bit on the back of his neck by the spider] [after getting bit by the spider, Peter's leaves OsCorp and takes a ride on the subway and falls asleep, a thug seeing Peter asleep decides to balance a beer bottle on Peter's forehead, when a drop of condensation touches Peter's skin, he suddenly springs awake and lands on the subway car ceiling, hanging upside down and then falls down, then as the beer had spilled on the thug's girlfriend she starts complaining]
  • Girl on Subway: Disgusting! Now I smell like beer!
  • Peter Parker: I'm sorry. I didn't mean to do that. I...I uh...I [as Peter tries to apologize to her his hand sticks to her shirt]
  • Subway Guy: Get your hand off her!
  • Peter Parker: I'm trying...to get my hand... [the thug gets angry and pushes Peter which tears his girlfriends shirt right off]
  • Subway Guy: Are you kidding?
  • Peter Parker: I'm sorry.
  • Subway Guy: Are you freaking kidding me? [the thug gets angry and tries to attack Peter, but suddenly Peter is fast with incredible reflexes and moves so fast that the thug falls and hurts himself]
  • Peter Parker: I'm sorry! Oh, man, are you alright? [Peter senses the other thugs moving to attack him and he quickly lifts his legs and knocks them out] [after the subway incident, Peter runs home and sees his aunt and uncle waiting up for him]
  • Peter Parker: Hey, sorry, I'm late. I uh...
  • Aunt May: We were so worried!
  • Peter Parker: I know, I'm sorry. Watch...! [suddenly Peter sees a fly and quickly captures it with his hand]
  • Aunt May: That's a fly, Peter. [Peter looks at the fly and then lets it go]
  • Peter Parker: Yeah. I'm so sorry I kept you guys up. I'm insensitive, I'm irresponsible. And I'm hungry! [Peter goes into the kitchen and takes out a plate of food from the fridge and starts eating]
  • Aunt May: Is he okay?
  • Uncle Ben: I don't think so.
  • Peter Parker: [as he's chomping down the food] This is...this is your meatloaf. This beats all other meatloafs!
  • Aunt May: [to Ben] Something is very wrong.
  • Uncle Ben: Yeah. Nobody likes your meatloaf. [Peter's aunt and uncle stare in shock as Peter empties the fridge and heads to his room, May catches one of the items as falls from his arm]
  • Aunt May: [to Ben as they watch Peter go upstairs] He took the frozen macaroni and cheese!
  • Uncle Ben: I noticed that.
  • Aunt May: Why didn't you tell me you didn't like my meatloaf?
  • Uncle Ben: Um...
  • Aunt May: You could have said that to me thirty seven years ago! How many meatloafs have I made for you?! [in his room, Peter is sweating and touches the spider bite at the back of his neck, he pulls away a thread of silk from which the spider is still clinging onto, the next morning Peter wakes up and not realizing his own strength breaks his alarm clock and his bathroom sink as he tries to brush his teeth, as he heads back to his room he starts hearing the spider that's crawling on his window, scared as what's happening to him he starts to look up spider bites online, after which the keypads on his computer stick to his fingers] [Peter goes to visit Connors at his home]
  • Peter Parker: Dr. Connors, uh...you don't remember me. I uh...
  • Dr. Curt Connors: You're the intern from the other day.
  • Peter Parker: Yeah, that's right.
  • Dr. Curt Connors: I'm sure you're a very nice young man, but this is a home. I'd ask you to make an appointment in my office. [as Connors is about the shut the door]
  • Dr. Curt Connors: Peter? [as Connors pours coffee for them] I'm afraid I can't help you much, Peter. I don't know why they left or where they were going. [Connors accidently knocks down one of the coffee cups which Peter quickly catches] Good reflexes.
  • Peter Parker: Thank you. [Peter passes Connors coffee up to him]
  • Dr. Curt Connors: Thank you.
  • Peter Parker: I read your book.
  • Dr. Curt Connors: Oh?
  • Peter Parker: Yeah. It's something. So you really think its possible, cross-species genetics?
  • Dr. Curt Connors: Yes, of course. But for years your father and I were mocked for our theories, not just in the community at large, but at OsCorp as well. They called us mad scientists. And then your father bred the spider and everything changed. The results were beyond encouraging, they were spectacular. We were gonna change the live of millions, including my own. Then it was over. He...he was gone, took his research with him. And then I knew without him I...I...I was angry, so I stayed away from you and your family. And for that I'm truly sorry.
  • Peter Parker: Say...say it worked. Say you got it to work. Like how much would the foreign species take over? What...what could the side effects be?
  • Dr. Curt Connors: It's hard to say, considering no subjects survived. The problem was always...
  • Peter Parker: Decay Rate Algorithm?
  • Dr. Curt Connors: Right.
  • Peter Parker: [Peter points to a pencil paper] Right. Can I uh...
  • Dr. Curt Connors: Of course. [Peter sits and writes out the algorithm from his father's notes and passes it to Connors] Extraordinary. How did you come up with this? [Peter points to his head and smiles] Peter, how would you feel about coming to see me at the Tower one day after school?
  • Peter Parker: Yeah.
  • Dr. Curt Connors: Thank you. [after Peter is pulled into the principal's office for humiliating Flash whilst playing basketball and shattering the backboard as he dunks the ball over Flash's head]
  • Peter Parker: I hope they're not gonna make us pay for the backboard.
  • Uncle Ben: I don't care about the backboard. Was that true?
  • Peter Parker: What?
  • Uncle Ben: What I heard in there, just now? Did you humiliate that boy?
  • Peter Parker: Yeah, I did. But...
  • Uncle Ben: But what?
  • Peter Parker: This guy...this guy deserved it.
  • Uncle Ben: Did he?
  • Peter Parker: Yeah.
  • Uncle Ben: Is he the kid that hit you? [Peter looks away] Is he?
  • Peter Parker: Yeah. Yeah, but...
  • Uncle Ben: So all this is about getting even? If so, I guess you must feel pretty good about yourself now, right? Am I right or wrong? [Peter doesn't reply and looks down] Yeah, I thought so. Well, thanks to this little escapade of yours, I had to change shifts at work. So you have to pick Aunt May tonight at nine o'clock, understood? Is that understood?
  • Peter Parker: Yeah.
  • Uncle Ben: Okay. Good. [as they stand in the school hallway, Ben notices Gwen standing behind them] She looks familiar. [Peter looks back and sees it's Gwen] She's the girl on your computer. Yeah. [to Gwen] He's got you on his computer. I'm his probation officer. [to Peter] Don't forget Aunt May.
  • Peter Parker: Okay. [Ben walks off and Peter laughs nervously as he turns to Gwen] He's a character. He's my uncle. He um...he's a pathological lier and thought you were someone else.
  • Gwen Stacy: [jokingly] Oh, man. You don't have me on your computer?
  • Peter Parker: Yeah. Well, I mean like, I had a...I took a photo of the debate team and you're in the debate team, so.
  • Gwen Stacy: Right.
  • Peter Parker: So, he must have seen...um...cause I was touching up stuff.
  • Gwen Stacy: You were touching up stuff? [they both laugh]
  • Peter Parker: I was...I was...I'm not gonna answer that.
  • Gwen Stacy: Did you get expelled?
  • Peter Parker: No. No. I didn't get expelled. I got community service. Um...so uh...you wanna uh...I don't know. Um...
  • Gwen Stacy: Wanna what?
  • Peter Parker: I don't know. Just uh....I don't know. I don't know. We could uh...or we could do something else. Or we could, if you don't like...we could...
  • Gwen Stacy: What? Yeah.
  • Peter Parker: Yeah?
  • Gwen Stacy: Yeah, either one.
  • Peter Parker: Really?
  • Gwen Stacy: Sure.
  • Peter Parker: Okay. Good. Sounds good.
  • Gwen Stacy: Cool.
  • Peter Parker: Okay. You know, I can't right now. I can't right now.
  • Gwen Stacy: Yeah, I know.
  • Peter Parker: I'm so busy right now.
  • Gwen Stacy: Me too.
  • Peter Parker: But uh...maybe uh...
  • Gwen Stacy: Yeah, just, you know?
  • Peter Parker: Some other...
  • Gwen Stacy: Time.
  • Peter Parker: Okay. Alright. [Gwen turns]
  • Gwen Stacy: Bye. [Peter watches Gwen as she walks down the hallway and she turns and smiles at him] [after visiting Connors at OsCorp Tower, Peter notices an old piece of equipment in the lab]
  • Peter Parker: I remember that, I've seen that before.
  • Dr. Curt Connors: The Ganali Device.
  • Peter Parker: Yeah, I remember a picture of that in my dad's office.
  • Dr. Curt Connors: The idea was so simple, you load it with an antigen, it creates a cloud which can be dispersed over a neighborhood, even an entire city. Theoretically you could cure Polio in an afternoon.
  • Peter Parker: It's incredible.
  • Dr. Curt Connors: Well, others disagreed. You know, what if the device were loaded with a toxin? What if you wanted to opt out? You can't run away from a cloud after all, so here it lies, gathering dust. What you see here is a computer model of lizard. Many of these wonderful creatures are so brilliantly adaptive that they can regenerate entire limbs at will. You can imagine my envy. We're trying to harness this capability in transferring into our host subject, Freddie, the three legged mouse. [to Peter] Enter the algorithm now. [just as Peter is about the enter his father's algorithm into the computer, he gets a call from his uncle] Do you need to take that? [Peter shakes his head and rejects the call]
  • Peter Parker: Okay. Check. See what I'm trying to do?
  • Dr. Curt Connors: Preempt the protein.
  • Peter Parker: Preempt the immune response. [after several failed attempts for the mouse to regrow a limb, the computer finally declares the regeneration has been successful and the mouse has regrown a limb]
  • Dr. Curt Connors: Extraordinary. [to Peter] And thank you. [then Connor shows Peter their live mouse test subjects] Meet Fred and Wilma, our three legged mice. [Connor gives one of the mice to Peter]
  • Peter Parker: Hey, buddy. I got you.
  • Dr. Curt Connors: Okay. Careful, wouldn't want to inject you by mistake. Human trials aren't until next week. [he smiles at Peter and injects the mouse] There. [after his visit at OsCorp, Peter returns home late at night]
  • Uncle Ben: You owe your aunt an apology. Big time! Be a man, get in there an apologize. [they enter the house]
  • Peter Parker: I'm sorry, Aunt May. I...
  • Aunt May: Honestly, you don't have to apologize to me.
  • Uncle Ben: The hell he doesn't!
  • Aunt May: Ben.
  • Peter Parker: Look, I'm sorry, Uncle Ben. I uh...I got distracted, I was OsCorp...
  • Uncle Ben: Oh, you got distracted.
  • Peter Parker: Yeah.
  • Uncle Ben: You're Aunt, my wife, had to walk twelve blocks, alone in the middle of night and then wait in a deserted subway station, because you got distracted.
  • Aunt May: Ben, sweetheart, honestly, I am completely capable of walking home by myself...
  • Uncle Ben: You will not defend this boy!
  • Aunt May: I'm not defending him!
  • Uncle Ben: You are defending him! Listen to me, son.
  • Peter Parker: Yeah, go ahead.
  • Uncle Ben: You're a lot like your father. You really are, Peter, and that's a good thing. But your father lived by a philosophy, a principle really. He believed that...that if you could do good things for other people, you had a moral obligation to do those things. That's what at stake here. Not a choice, responsibility.
  • Peter Parker: That is nice. That's really...that's great. That's all well and good, so where is he?
  • Uncle Ben: What?
  • Peter Parker: Where is he? Where's my dad? He didn't think it was his responsibility to be here and tell me this himself?
  • Uncle Ben: Oh, come on! How dare you?
  • Peter Parker: How dare I? How dare you? [Peter turns and walks out of the house in anger]
  • Uncle Ben: Where are you going? Peter, come back here! Please! [as Peter closes the front door, not realizing his own strength, the glass completely shatters, Peter runs off]
  • Aunt May: Ben, leave him alone for a little while. He'll be alright. [Ben goes after Peter, calling out his name, we Peter hiding up a subway pole] [after his angry encounter with his uncle, Peter goes to the grocery store to buy chocolate milk]
  • Store Clerk: That's two-o-seven. [Peters puts his money on the counter but it's not enough] Uh...it's two-o-seven.
  • Peter Parker: Yeah. No, I know.
  • Store Clerk: Here, you're holding up the line. [Peter takes pennies from the "leave a penny, take a penny" tray to make up the difference] No, you can leave a penny. You can't take a penny.
  • Peter Parker: What?
  • Store Clerk: You can't leave a penny anytime, you have to spend ten dollars to take a penny. Store policy. You gonna pay? You're holding up my line!
  • Peter Parker: I don't have two cents.
  • Store Clerk: You can't afford your milk, just step aside. What, daddy didn't give you enough milk money today?
  • Peter Parker: It's two cents, we're talking about two cents.
  • Store Clerk: Just step aside, kid. [Peter is about to leave when he notices that the next customer deliberately knocks a bunch of stuff off the counter] Really? [as the store clerk bends to collect the stuff off the floor, the customer grabs the cash from the till and tosses the chocolate milk that Peter couldn't buy to Peter before taking off, the store clerk goes after the thief and Peter watches him] Hey, stop! Somebody stop that guy! [to Peter] Hey, kid, a little help?
  • Peter Parker: Not my policy. [Peter turns and walks off, on the other side of the street, Ben hears the store clerk yelling for help, he sees the thief trip and fall, dropping a gun out of his coat, Ben tries to grab the gun but gets shot in the chest, Peter runs to help, but by the time he gets there Ben is dead] [Peter feeling guilty and miserable after his uncle's death, listens to the last voice message his uncle had left him]
  • Uncle Ben: Peter, I know things have been difficult lately, and I'm sorry about that. I think I know what you're feeling. [after his uncle's death, at school, Peter tries to keep his head down]
  • Flash Thompson: Hey, Parker?
  • Peter Parker: Not today, Flash.
  • Flash Thompson: Hey, come on, man. I just wanna talk... [as Flash gives Peter a friendly pat on the back, suddenly Peter grabs Flash by the neck and and holds him against the lockers] It feels better, right? Look, your uncle died. I'm sorry. I get it. I'm sorry. [Peter lets Flash go and begins crying] Okay? [Peter nods his head, walks off and runs into Gwen, who was watching all this]
  • Gwen Stacy: Peter. [she hugs Peter, but he just walks away] [after Peter goes looking for thief that killed his uncle, Peter encounters a thug resembles the thief but after getting into a fight with him and saving him from falling off a building Peter sees that he doesn't have the star tattoo on his wrist and lets him go, as he walks away Peter falls through the roof and lands in a Mexican wresting wring]
  • Thug: I know what you look like! You hear me! I've seen your face! [Peter looks around him and sees an old Mexican wrestling poster and decides to make himself a mask based on this and as he hones his crime-fighting skills and designs mechanical web-shooters using the industrial spider silk packets from Oscorp] [referring to Peter, who's been intercepting criminals that look like the man that killed his uncle]
  • Captain Stacy: You got a description?
  • Police Officer: Well, no. He wears a mask.
  • Captain Stacy: A mask?
  • Police Officer: Yeah, and most of his victims are suspects, some of them with serious rap sheets. They're calling him a vigilante.
  • Captain Stacy: Okay, he's not a vigilante. He's an anarchist. [just then Peter drops one the criminals he captured in his spider web in front of the police headquarters after this Peter then customizes a spandex suit] [in a parking lot, a car thief brakes into a car, as he's about to start the car, Peter, dressed in his Spider-Man costume interrupts him]
  • Spider-Man: Ahem, you know, in the future, if you're gonna steal cars, don't dress like a car thief, man.
  • Car Thief: What, are you a cop?
  • Spider-Man: Really? You seriously think I'm a cop? Cop in a skintight red and blue suit? You know, you're...you're...you got a mind of true scholar, sir.[Peter hits him in the face with his web-shooter] I was going more for the guys who do the luge. good thinking, good thinking. Get the window, get out of the window, there you go, you got it! [as the car thief pulls a knife on Peter]
  • Car Thief: Just let me go.
  • Spider-Man: Is that a knife? Is that a real knife? [Spider-Man falls on his knees, pretending to be afraid]
  • Car Thief: Yes, it's a real knife.
  • Spider-Man: My weakness, it's small knives.
  • Car Thief: Just let me go.
  • Spider-Man: Anything, but knives! [suddenly Peter shoots his web-shooter capturing the hand of the thief holding the knife] Oh, it's so simple. That was cool, man.
  • Car Thief: What the hell is this?
  • Spider-Man: Webbing that I developed myself. I don't think you really wanna know anymore right now.
  • Car Thief: Come on! Let me go! [Spider-Man shoots his web-shooter again capturing the thief's other hand in a web]
  • Spider-Man: Okay, one second! One second! [Spider-Man pretends to sneeze and shoot another web which lands in the middle of the thief's crotch]
  • Car Thief: Come on, let me go! [Spider-Man keeps shooting web at the thief] Stop it! [Peter laughs]
  • Car Thief: That isn't funny!
  • Spider-Man: It is kind of funny.
  • Car Thief: Come on! Help! Help!
  • Spider-Man: Ssh! [Spider-Man shoots another web which lands on the thief's mouth, shutting him up] [as Spider-Man has the thief wrapped up in his web against the wall, he checks the thief's wrist for the star tattoo, but sees that hasn't got one] This could have gotten a lot worse. Now, hold still. [Spider-Man cuts a hole in the web across the thief's mouth so that he can breath, at that moment a cop arrives on his bike] Oh, the boys in blue are here! I got him!
  • Car Thief Cop: [as the cop arrives, he points his gun at Spider-Man] Freeze! You in the tights, don't move!
  • Spider-Man: You serious?
  • Car Thief Cop: Who are you?
  • Spider-Man: No one seems to grasp the concept of the mask. [Spider-Man moves towards the cop]
  • Car Thief Cop: Freeze! [the cop starts shooting at Spider-Man, which Spider-Man easily dodges and then grabs his gun]
  • Spider-Man: I just did eighty percent of your job! Huh? That's how you repay me? [when the rest of the police arrive, Spider-Man makes a run for it]
  • Captain Stacy: [to the police officer's who have failed to capture Peter] Thirty-eight of New York's finest, versus one guy in a unitard. Am I correct? [Peter turns up late at home and find his aunt waiting up for him]
  • Aunt May: Where were you?
  • Peter Parker: I was out.
  • Aunt May: Did you get the eggs?
  • Peter Parker: Nope. Forgot the eggs! I'm gonna get it now.
  • Aunt May: No, you most certainly will not! Not at this hour! [Peter turns away from his aunt] Look at me, Peter? Take off the damn hood and look at me. [Peter takes off his hood and turns to face his aunt, his face looking beat up] Where do you go? Who does this to you?
  • Peter Parker: Please go to sleep, Aunt May.
  • Aunt May: Please tell me.
  • Peter Parker: Aunt May, please, please please go to sleep!
  • Aunt May: I can't sleep! Don't you understand? I can't sleep! [there's a moment of silence] Peter, listen to me. Secrets have a cost, they're not for free. Not now, not ever.
  • Dr. Curt Connors: Cross-species genetics is finally working. I've used lizard DNA to help Freddie regrow that limb.
  • Rajit Ratha: It's a miracle.
  • Dr. Curt Connors: No, it's hard work and a promise, and it's a step closer to the primate lab.
  • Rajit Ratha: Ah, but he doesn't have time for every little step.
  • Dr. Curt Connors: Little?
  • Rajit Ratha: I just mean he can't wait.
  • Dr. Curt Connors: Well, he'll have to. Unless he wants to be a lab rat.
  • Rajit Ratha: That's not what I'm saying.
  • Dr. Curt Connors: So what are you saying?
  • Rajit Ratha: You have to start human trials, now.
  • Dr. Curt Connors: No, I don't. And no, I won't.
  • Rajit Ratha: Well, then he's going to die.
  • Dr. Curt Connors: People die, even Norman Osborn.
  • Rajit Ratha: We are not finished.
  • Dr. Curt Connors: Human trials? Where on earth are you gonna find the people to volunteer?
  • Rajit Ratha: The wards, as far as anyone's concerned, it's for a winter flu shot. I might think that veterans hospitals a place to start.
  • Dr. Curt Connors: You gotta be kidding me?
  • Rajit Ratha: I don't think I am. [Connors turns to leave, but Ratha stops him by holding his amputated arm] It's a little late for shock and indignation, Curt. About fifteen years late.
  • Dr. Curt Connors: I've no idea what you're talking about?
  • Rajit Ratha: Richard Parker wore it well. On you, it's a cheap suit, as it was then.
  • Dr. Curt Connors: I have nothing to do with that.
  • Rajit Ratha: Is that what you told his son, Peter?
  • Dr. Curt Connors: I don't know what you're saying.
  • Rajit Ratha: You don't know, or you don't wanna know? [after Connors has refused to do human trials on the new cross-species genetics formula] [turning to the mouse] Right, Freddie? [Ratha walks out of the Connors office] [Gwen catches Peter in the school hallway]
  • Peter Parker: How's it going?
  • Gwen Stacy: Where are you headed?
  • Peter Parker: Uh...Monday, B-track.
  • Gwen Stacy: It's Thursday.
  • Peter Parker: It's Thursday?
  • Gwen Stacy: What happened to your eye?
  • Peter Parker: Where?
  • Gwen Stacy: You're eye, it looks bruised.
  • Peter Parker: Oh! Yeah, yeah! I don't know. Maybe I got a rash.
  • Gwen Stacy: It's pretty bad. Have you gone to the nurse?
  • Peter Parker: Mmhmm.
  • Gwen Stacy: Do you like branzino? [Peter looks at her blankly] Like the fish?
  • Peter Parker: Mmhmm. No, I know. I know. I know.
  • Gwen Stacy: Well, if you want, you can come to this address at uh...at eight o'clock tonight. [she writes the address on a piece of paper and gives it to Peter] My mom's making Branzino, so. [Peter looks at the address] Oh, it's apartment twenty sixteen. I didn't...I didn't write that part down. I don't why I didn't. [she turns and laughs]
  • Peter Parker: I'll remember it.
  • Gwen Stacy: Twenty sixteen. [Gwen walks off to her class] [that evening, Peter shows up outside Gwen's bedroom window and knocks on the window] Hi! How did you get out there?
  • Peter Parker: The fire escape. Your doorman's intimidating.
  • Gwen Stacy: That's twenty stories!
  • Peter Parker: Yeah, it's alright. [Peter enters Gwen's room] This is your room?
  • Gwen Stacy: Yes, this is my room.
  • Peter Parker: [Peter looks around] Books. Pictures. [Gwen laughs] Oh, hey, uh...I got your mom these. [he takes out a bunch of broken looking flowers from his backpack]
  • Gwen Stacy: Oh, lovely!
  • Peter Parker: Yeah, they're beautiful, right?
  • Gwen Stacy: They're beautiful.
  • Peter Parker: They were...they were nice.
  • Gwen Stacy: No, they're beautiful.
  • Peter Parker: I'm sorry.
  • Gwen Stacy: No, it's impressive. They're actually held together very well.
  • Peter Parker: I'm gonna keep these. [Gwen smiles] [referring to Peter's backpack]
  • Gwen Stacy: Do you have your suit in there? [Peter pauses, thinking she means his Spider-Man suit]
  • Peter Parker: My suit?
  • Gwen Stacy: For dinner? Are you gonna...are you gonna wear that? That's um...that's [at that moment Gwen's dad, Captain Stacey, walks into her room] You must be Peter.
  • Gwen Stacy: Dad, this is Peter.
  • Peter Parker: Hi, nice to meet you, sir. [Peter goes to shake Captain Stacey's hand][after his argument with Ratha, Connors injects the serum into the stump of his arm, he falls asleep at his desk, and when he wakes his arm has regenerated, he tries to call Ratha]
  • Dr. Curt Connors: Emma, it's Curt. Is he there?
  • Emma: I'm afraid not, doctor. The car's taking him to the veterans hospital in Brooklyn.
  • Dr. Curt Connors: No, no, no! He can't, Emma. You...you have to stop him. He...he...
  • Emma: I would, but I always lose him when he's on the bridge. I'll make sure Dr. Ratha returns your call as soon as possible. [as Connors hangs up the phone he starts to feel strange and falls, he takes a cab to catch up with Ratha, in the cab his skin starts to scale, he yells at the cab drive to drive] [at the dinner table, Peter pokes at his fish with his knife not knowing how to eat it]
  • Helen Stacy: You're having trouble there, aren't you? The head goes on the... Simon, help Gwen's friend with the fish. [as Simon starts to help him]
  • Peter Parker: Oh, uh...I got no idea
  • Simon Stacy: First time. [Gwen whispers to Peter from across the table]
  • Gwen Stacy: Branzino.
  • Helen Stacy: George, why don't you tell us about your day?
  • Howard Stacy: Oh, yeah, dad. Did you catch that spider guy yet?
  • Captain Stacy: No, we didn't catch, but we will. He's an amateur, who's assaulting civilians in the dead of night, he's clumsy, he leaves clues, bit still dangerous.
  • Peter Parker: He's as...he's assaulting people? I'm not sure. I mean, I saw that video, of him and the car thief and I think most people would say that he was providing a public service.
  • Captain Stacy: Most people would be wrong. If I wanted a car thief off the street, he's already be off the street.
  • Peter Parker: So why wasn't he then? [Gwen laughs awkwardly]
  • Captain Stacy: Let me illuminate you. You see, the car thief was leading us to the people who run the entire operation. It's been a six month long sting, it's called strategy. I'm sure you're aware of the term, strategy? You've probably heard about that in school?
  • Peter Parker: Yeah.
  • Captain Stacy: Good.
  • Peter Parker: Well, obviously he didn't know you had a plan.
  • Captain Stacy: You seem to know an awful lot about this case. You know something that we don't know? I mean, who's side are you on here?
  • Peter Parker: Well, I'm not on anyone's side. I saw a video on the internet...
  • Captain Stacy: Oh! You saw the video on the internet. Well, then the case is closed.
  • Peter Parker: Well, no. I'm just sayin', if you watch the video, maybe send you a link? It looks like...it looks like he's really trying to help.
  • Captain Stacy: Yeah, sure, on the internet he's been made out to look like some kind of masked hero or something.
  • Peter Parker: No. No. I'm not saying he's a hero, I don't think he's a hero at all.
  • Captain Stacy: What are you trying to say?
  • Peter Parker: I'm saying, he's trying to help. But it looks like he's trying to do something that maybe the police can't.
  • Captain Stacy: Something the police can't?
  • Peter Parker: I don't know.
  • Captain Stacy: What do you think we do all day? Think we just sit around eating donuts with our thumbs planted firmly up our asses?
  • Helen Stacy: George!
  • Gwen Stacy: Daddy.
  • 'Helen Stacy: George.
  • Peter Parker: I'm sorry.
  • Captain Stacy: Is that what you think we do down there?
  • Howard Stacy: Up your what, dad?
  • Helen Stacy: Howard!
  • Peter Parker: I think he stands for what you stand for, sir. Protecting innocent people from bad guys.
  • Captain Stacy: I stand for law and order, son. That's what I stand for, okay? I wear a badge. This guy wears a mask, like uh...you know, like uh...like an outlaw! He's hunting down a bunch of criminals that all look the same, like he's got some sort of personal vendetta. But he's not protecting innocent people. Mr. Parker.
  • Gwen Stacy: Let's get some air, Peter. [she stands and turns to leave] Dad, we need to talk.
  • Captain Stacy: Yes, we do.
  • Peter Parker: Thank you for having me. I'm sorry if I insulted you, that was not my intention.
  • Captain Stacy: You're welcome. [Peter gets up]
  • Peter Parker: Branzino was real good, Mrs. Stacy. Thank you.
  • Helen Stacy: You're welcome. [Peter and Gwen leave the room] [after the awkward family dinner, Gwen takes Peter to the roof]
  • Gwen Stacy: Well, that was something.
  • Peter Parker: [referring to her dad] I'm sorry. I thought he was gonna arrest me at one point.
  • Gwen Stacy: Nah, I wouldn't have let him arrest you. What happened to your face?
  • Peter Parker: I wanna tell you something.
  • Gwen Stacy: Oh! Okay.
  • Peter Parker: I've been bitten.
  • Gwen Stacy: So have I. [Gwen gets closer to Peter, but Peter backs off]
  • Peter Parker: Okay. Okay. Okay. Okay. I gotta tell you this one thing. I gotta tell you this one thing. It's about the vigilante and the car thief, alright? [Gwen looks disappointed]
  • Gwen Stacy: Oh! Okay. [Gwen thinks that he wants to talk about her dad]
  • Peter Parker: No! No! I don't wanna talk about your dad, I wanna talk about me. Okay?
  • Gwen Stacy: What about you?
  • Peter Parker: I...I wish I could just...I can't! It's hard to say.
  • Gwen Stacy: Just say.
  • Peter Parker: No. No.
  • Gwen Stacy: Say it. [Peter tries to find the right words to say to tell her the truth about himself] What? What? [he looks at her] What? [Peter shakes his head as he can't find the right words, Gwen frustrated, turns and starts to walk off but Peter stops her with his web-shooter and pulls her into his arms and as Gwen realizes who he is, Peter kisses her] [after Gwen realizes who Peter is, Peter hears police sirens and jumps off the balcony to catch up with the cop cars, Gwen sees this and says to herself] [after Peter finds The Lizard has caused havoc on the bridge, Peter tries to save a boy trapped in a car suspended from the bridge, as he frees the kid from his seatbelt the car lights on fire and Peter manages to hold onto the suspended car]
  • Peter Parker: Jack, climb, now!
  • Jack: I can't!
  • Peter Parker': Yes, you can! [Peter struggles to hold onto the car] Put...put it on! The mask! It's gonna make you strong. [Jack looks at Peter's mask which he'd taken off and given to him earlier] Jack, trust me. Put it on. [Jack puts on the mask] There you go! That's it! That's it, buddy! That's it. Okay, now, climb! Come on, Jack! [Jack starts to slowly climb towards Peter] Do me a favor, a little faster. Okay, bud? You're doing great, buddy. You're doing great! That's it, keep coming. Keep it coming. Keep coming. [as Jack gets closer to Peter, he reaches out his hand towards Peter, but the car suddenly drops] No! [Peter quickly catches the boy mid-fall with a web shot and pulls him to safety]
  • Jack's Father: Who are you?
  • Peter Parker: Spider-Man. [the day after the bridge incident, Stacy addresses the news reporters; Peter watches this on the TV as he eats breakfast]
  • Captain Stacy: At approximately 9 p.m. last night an incident took place on the Williamsburg Bridge. Much of what occurred is really speculation at this point. However, several eye witnesses to the crime as well as our own prepreliminary finding, have positively placed one individual at the scene, which is why this morning I'm issuing an arrest warrant for the masked vigilante, known as Spider-Man.
  • Captain Stacy: At approximately 9 p.m. last night an incident took place on the Williamsburg Bridge. Much of what occurred is really speculation at this point. However, several eye witnesses to the crime as well as our own prepreliminary finding, have positively placed one individual at the scene, which is why this morning I'm issuing an arrest warrant for the masked vigilante, known as Spider-Man. [at school, Peter shows Gwen the spider that bit him]
  • Gwen Stacy: It's so beautiful.
  • Peter Parker: But it's got a bite though!
  • Gwen Stacy: Who else knows about this?
  • Peter Parker: Just...
  • Gwen Stacy: Me? [Peter nods his head]
  • Peter Parker: You don't...you don't believe what the police are saying, do you?
  • Gwen Stacy: Of course not. Does it scare you, what you can do?
  • Peter Parker: No. No.
  • Gwen Stacy: What did that thing on the bridge look like?
  • Peter Parker: Real big. Too big to be human.
  • Gwen Stacy: You gotta lay low.
  • Peter Parker: No, can't do that.
  • Gwen Stacy: But you've got to. I mean, why?
  • Peter Parker: Cause of last night. Those people on the bridge, whatever is attacking them, when it killed them. So I gotta...I gotta go after it.
  • Gwen Stacy: But that's not your job.
  • Peter Parker: Maybe it is. I really liked kissing you. You're an amazing kisser. [Gwen laughs shyly]
  • Gwen Stacy: Well, you know, it was...it was good for me too.
  • Peter Parker: Yeah?
  • Gwen Stacy: Mmhmm. [as Peter leans in to kiss Gwen, he quickly catches the football that's headed towards them and throws it back into the field hitting the football post and everyone on the field watches in amazement] [Peter goes to Connors lab and finds the place looking empty, he picks up the serum injection from Connors desk and as he's looking at it Connors enters the lab]
  • Dr. Curt Connors: It's not nice to snoop. I gave everyone the week off.
  • Peter Parker: Yeah.
  • Dr. Curt Connors: Shouldn't you be at school?
  • Peter Parker: No, I got a...I got a free track. I wanted...I wanted to ask you a question. How would a predator track a reptile?
  • Dr. Curt Connors: Oh, they don't. Most reptiles are at the top of their respective food chain, kings of their domain.
  • Peter Parker: But they gotta have vulnerabilities, right?
  • Dr. Curt Connors: Why the sudden interest in the cold blooded?
  • Peter Parker: Just asking a question. I got...I got...I got school stuff, biology profiles to do. So, because of the cold blood, would they react to sudden changes in temperature?
  • Dr. Curt Connors: You'd have to catch one first. Did you know there's a rumor of a new species in New York? Beautiful and quite large.
  • Peter Parker: What do you know about it? Have you seen it?
  • Dr. Curt Connors: Well, it's not yet classified. But it can be aggressive, if threatened. [suddenly Connors neck begins to show signs of changing, he turns his face from Peter]
  • Peter Parker: Doc, are you alright?
  • Dr. Curt Connors: Never been better, Peter. Never been better. Now, if you'll excuse me, I'm afraid I'm gonna have to ask you to leave. I have a new project I'm working on and I need to be alone. [he opens to door to his lab, Peter nods his head and walks out, Connors walks out with him] Don't worry, Mr. Parker. I'll be back. [he starts to walk off but before he leave he turns to face Peter] Wonderful things are coming. Wonderful things. [Peter looks at Connor suspiciously as he leaves, then Peter turns and sees the test mouse they had injected with the serum has morphed into a lizard mouse and is eating the normal mouse in the next cage] Fred! [Parker goes to Stacy's office]
  • Captain Stacy: Mr. Parker, why are you not in school?
  • Peter Parker: Got a free track.
  • Captain Stacy: Okay. Well I do not have a free track, so make your point quickly.
  • Peter Parker: Okay, fine. There may not be a dinosaur running around Manhattan, but there is something more dangerous, and I know who it is.
  • Captain Stacy: You know who it is?
  • Peter Parker: Dr. Curtis Connors, he's a biochemist...
  • Captain Stacy: Of OsCorp?
  • Peter Parker: That's right.
  • Captain Stacy: Okay. Dr. Curtis Connors who's also my daughters mentor. Is that who you're talking about?
  • Peter Parker: That's the one.
  • Captain Stacy: You know, recently Dr. Connors gave Gwen a glowing college recommendation. It was beautiful, when I read it I cried. But you would have me believe that in his spare time he's running around dressed up like a giant dinosaur.
  • Peter Parker: Not dressing up and not a dinosaur. He has transformed himself into a giant lizard. [Stacy looks at Peter like he's crazy]
  • Captain Stacy: Let me ask you a question. Do I look like the mayor of Tokyo to you?
  • Peter Parker: I'm telling you the...I'm telling you the absolute truth. This man has worked for his whole life on cross-species genetics. He lost one arm and has been trying to grow it back, but there is something imbalanced by the equation and he has turned into a full lizard. He's using lizard DNA. He is dangerous! And he's planning something horrific. I know! I know!
  • Captain Stacy: Okay. Alright. I get it. Here's what we're gonna do. You're gonna go back to hanging out with the citizens of Tokyo, and I'm gonna go back to protecting the citizens of this fine and fair city of ours. Sergeant Butler, would you please escort Mr. Parker back to school. [Butler starts escorting Parker out]
  • Peter Parker: Captain Stacy, I'm not...I'm not messing around. Just bring him in, just call him in! You have to call him in! He is a danger to everybody! Just, please, listen to me! [Butler pushes Parker out and as Parker leaves Stacy turns to his colleague]
  • Captain Stacy: Jimmy, give me everything we have on Dr. Curtis Connors. Okay? Right away. [as Peter walks out of the police station, he notices little lizards crawling down into the sewer] [Connors has set up a mini-lab in the sewer and is recording himself on camera]
  • Dr. Curt Connors: Subject; Dr. Curtis Connors. Current temperature; eighty nine point seven, steady for forty eight hours. Blood panels reveal lymphocyte and monocyte readings consistent with subject's past. Clotting rate vastly improved, marked enhancement in...in muscle response, strength and elasticity. [as Connors is testing himself, Peter down the sewer, builds a giant web in the intersection of the tunnels; back at his sewer lab, Connors continues talking into the camera] Eye sight similarly improved. Subject no longer requires corrective lenses. This is no longer about curing ills. This is about finding perfection. In attempt to regress regenerative relapse, dosage has been increased to two hundred milligrams. [he injects himself with the serum and suddenly turns violent and knocks the camera out; we then see that Peter has set up a camera in the sewer tunnel and and lies in his web to wait for Connors] [in the sewer tunnel after Connors has transformed into a giant lizard, he finds Peter and grabs hold of him]
  • The Lizard: You stopped me once. You won't stop me again! I'm getting stronger everyday! [suddenly they fall through the giant web and fight underwater with Peter escaping through a pipe that the lizard can't follow through]
  • Spider-Man: Oh, that sucked! [as Peter's camera keeps taking pictures of the lizard, he notices the flash and grabs the camera, he sees that it has the label 'Property of Peter Parker']
  • The Lizard: Peter Parker! [Peter goes to Gwen apartment and knocks on her bedroom window]
  • Gwen Stacy: You should maybe uh...consider coming in through the lobby. [they both laugh] Also, my father is under the impression that you require psychiatric attention. [as Peter comes in through the window she notices that he's gashed across the chest from his fight with the lizard]
  • Peter Parker: Oh, really?
  • Gwen Stacy: Peter, what happened?
  • Peter Parker: You should see the other guy. The other guy, in this instance, being a giant mutant lizard. [as Peter is in Gwen's room, Gwen hears her dad calling to her]
  • Captain Stacy: Hey, Gwen. Honey, do you want uh...coco? Howard's making some coco. [she quickly goes to answer her father and Peter tries to hide]
  • Captain Stacy: Okay. I just thought I remembered somebody saying last week that her fantasy was to live in a chocolate house.
  • Gwen Stacy: Well, that's impractical. [she shuts her door, then opens it again] And fattening! [she shuts her door again and turns to face Peter, who smiles at her]
  • Peter Parker: Chocolate house? [she rolls her eyes at Peter then opens her door again, Stacy is still outside her door]
  • Gwen Stacy: Sorry, dad. [referring to the coco]
  • Captain Stacy: It's good.
  • Gwen Stacy: I just, I can't um...have coco right now, because I'm working...I'm doing this um...I have to...I have cramps.
  • Captain Stacy: Oh.
  • Gwen Stacy: I feel kind of pukey and just sort of, I don't know, emotional. [Stacy looks awkward]
  • Captain Stacy: Okay. Good. Good.
  • Gwen Stacy: Like I keep crying. It's brutal. You don't wanna know, trust me. It's like, bad!
  • Captain Stacy: I got it.
  • Gwen Stacy: Thanks, daddy.
  • Captain Stacy: Alright. [as Gwen tries to clean his chest wound, Peter tries to kiss her but she stops him]
  • Gwen Stacy: I know what this is.
  • Peter Parker: What is it?
  • Gwen Stacy: Everyday, for as long as I can remember, my father has left every morning and put a badge on his chest, and strapped a gun to his hip. And everyday, for as long as I can remember, I haven't known if he was gonna make it home.
  • Peter Parker: Okay. I gotta stop him though. I have to, because I created him.
  • Gwen Stacy: What do you mean?
  • Peter Parker: I gave him an equation that made all of this possible. Something my father had been working on, secretly. Now I realize why he kept it a secret. Gwen, this is my responsibility. I have to fix it. [back in his sewer lab, Connors has morphed back into his human form and is thinking to himself]
  • Dr. Curt Connors: Peter Parker. Spider-Man! I'm not the one who needs help! There will be no more loneliness, no more outcasts. Species wide distribution could enhance humanity on an evolutionary scale. One has to adapt to survive. [he speaks out loud] Without changing likeness I might be free to cast off flesh wherein I dwell confide. [thinks to himself again] Would you give it all up, after all you know you can do? [he then takes the serum and injects himself with a high dosage] I can save them! [Connors starts transforming] You're not gonna get in the way of my plan, Peter Parker! [the lizard climbs into Peter's school bathroom threw the sewers, the kids all run with terror and Peter tells Gwen to run too, and then they start fighting]
  • The Lizard: No where to hide, Peter. [the lizard throws Peter through a wall and he concocts a makeshift bomb with the chemicals in the chemistry lab and throws it through the wall where Peter] [Peter throws one of his shoes at him, then Peter jumps out of the wall dressed in his Spider-Man costume and jumps on top of the lizard]
  • Peter Parker: You're not thinkin' straight, doc! Stop this! This isn't you! [as they continue to fight] Let's talk this out! [as the lizard and Peter continue to fight] Alright, so you don't wanna talk? [Peter throws a shot of web onto the lizard's mouth to shut him up] There you go. [the lizard easily gets rid of the web on his mouth, and as Peter grabs hold of his tail, the lizard tries to get Peter off his tail but hitting him hard against the wall several times] Don't...make me...have to...hurt you! [Peter then yanks his tail off and gets thrown to the ground] Ugh! Disgusting! [the lizard's tail quickly regrows back as he walks towards Peter and as he's about to tear his head off suddenly Gwen hits him with a trophy]
  • The Lizard: Gwen! [as the lizard turns to Gwen, Peter uses this opportunity to wrap the lizard in web and traps him, he then takes the trophy from Gwen and breaks the window with it, he turns to Gwen]
  • Peter Parker: I'm gonna throw you out the window now.
  • Gwen Stacy: What? [he throws her out the window and she swings out the window holding on to one of his webs] [referring to the police sirens that can be heard outside the school grounds]
  • Peter Parker: Uh-oh! Someone's been a bad lizard! [as they fight they crash through the library wall, we see a man (Stan Lee) in the library listening to music on headphones and totally unaware of the events going on behind him as Peter and the lizard keep on fighting] [after the school attack, Gwen call Peter as he's tracking the lizard in the sewer] Hey.
  • Peter Parker: Hey.
  • Gwen Stacy: Where are you?
  • Peter Parker: I'm fine. I'm okay. I'm down the sewer, I'm tracking him. I gotta stop him before anyone gets hurt, but we need antidote. Do you know how to run a serum?
  • Gwen Stacy: Yeah, I do it at OsCorp all the time.
  • Peter Parker: Okay. Great. Great. Great. Okay. Listen, I need you to OsCorp, I need you to access the cross-species file. It's a blue serum, vile, 1-2-3-8-9.
  • Gwen Stacy: Okay, got it. On my way. [Peter finds Connors lab in the sewer and turns on his computer which has Connors recordings of himself]
  • Dr. Curt Connors: I spent my life as a scientist trying to create a world without weakness, without outcasts. I sought to create a stronger human being, but there's no such thing. Human beings are weak, pathetic, feeble minded creatures. Why be human at all when we can be so much more? Faster, stronger, smarter! This is my gift to you. [as Peter listens to Connors on the computer he looks around and finds Connors plans to use the use the old cloud machine at OsCorp to disperse a cloud of serum across the city, turning everybody into lizards] [as Stacy gets onto a helicopter to find the lizard]
  • Officer: The lizard's headed toward Canal Street Station.
  • Captain Stacy: What about Spider-Man?
  • Officer: He's inside the high school.
  • Captain Stacy: I want that Spider-Man off the street. [in the helicopter, Stacy listens to radio as the officer updates him]
  • Officer's Voice: The lizard creature has released a biological agent. All efforts at stopping him have failed and he is now proceeding north on 7th Avenue. [after finding out Connors plans, Peter calls Gwen]
  • Peter Parker: Hey, where are you?
  • Gwen Stacy: I'm in OsCorp.
  • Peter Parker: You have to get out of there right now, okay?
  • Gwen Stacy: The antidote is cooking.
  • Peter Parker: No, no, no! Connors is on the way. He's coming to you right now. He means to disperse them with the device, he's gonna infect the whole city!
  • Gwen Stacy: There's eight minutes left.
  • Peter Parker: You're gonna wait there for eight minutes after what I just told you? People are gonna die! You leave right now! Listen, that is an order! Okay?
  • Gwen Stacy: I'm gonna get everybody out.
  • Peter Parker: Did you hear what...? Gwen! Gwen? You mother hubbard! Are you serious?! [as Peter is rushing to OsCorp the police capture him with a stun-gun bullet and Peter falls to the ground, as they handcuff him and Stacy pulls off his mask, Peter breaks free and fights off the police officers, but Stacy pulls his gun and shouts out]
  • Captain Stacy: Freeze! Down on the ground! Put your hands behind your head! Now! [the police light shines on Peter as he's forced to turn around, revealing his face] Parker!
  • Peter Parker: It's headed to OsCorp, and you're daughter's there right now. [he slowly walks towards Stacy] You gotta let me go. [Peter kneels to pick up his mask, puts it on and runs off, the police start shooting at him]
  • Captain Stacy: Hold your fire! [as Peter is swinging away, he gets shot in the leg and slows him down as he's trying to get to OsCorp, the man whose son Peter saved on the bridge sees him struggling on the TV and organizes his construction workers to turn their cranes to form a framework on which Peter can swing to OsCorp] [Stacy arrives just as as Gwen runs out of OsCorp building with the antidote]
  • Gwen Stacy: Dad! I have got to get this to Spider-Man.
  • Captain Stacy: Get in the car, let's go.
  • Gwen Stacy: No! No, no, no! I can stop the lizard!
  • Captain Stacy: Get in the car.
  • Gwen Stacy: You don't understand!
  • Captain Stacy: I do. You're boyfriend is a man of many masks, I get it. [he takes the antidote in Gwen's hand] Give me this. Get in the car.
  • Gwen Stacy: Please make sure he's okay. [as the lizard has set up the cloud machine on top of OsCorp building to detonate the serum in two minutes, Peter shows up and they start fighting, the lizard then gets hold of Peter, smashes Peter's mechanical web slingers, rips his mask off and starts to strangle him]
  • The Lizard: Poor, Peter Parker. No mother. No father. No uncle. All alone. [suddenly they hear the sound of a shotgun cocking]
  • Captain Stacy: He's not alone! [Stacy is behind them, he shoots at a tank of liquid nitrogen, Peter then freezes the lizard to slow its regeneration while Stacy shoots it with his shotgun making the lizard fall into the tank] Hey, gift from Gwen! [Stacy gives Peter the antidote] I got this, Peter! Go! [as Peter sets off to get to the cloud machine, the lizard breaks out of the liquid nitrogen ice coating and impales Stacy with its claws] [as the lizard chases to stop Peter, Peter manages to swap the serum with the antidote, it explodes into a giant cloud over the city and hits the lizard, turning him back to his human form, as the pinnacle Peter is on breaks off from the liquid nitrogen spillage, Peter falls but he's saved by Connors grabbing him and pulling him to safety]
  • Dr. Curt Connors: The Captain! [Peter runs over to Stacy, who is gravely wounded]
  • Peter Parker: Captain!
  • Captain Stacy: The lizard?
  • Peter Parker: It's okay. We stopped him. Let's get you out of here. [Stacy winces in pain as Peter tries to move him] Look at me. You're gonna stay with me. Help's on the way, okay?
  • Captain Stacy: You need to...you need to be gone when they...when they get here. Okay?
  • Peter Parker: I'm not going anywhere.
  • Captain Stacy: I was wrong about you, Peter. The city needs you. Here. [he holds out Peter's mask] You're gonna need this. [Peter takes his mask] You're gonna make enemies, people will get hurt. Sometimes people closest to you. So I want you to promise me something, okay? [Peter nods his head] Leave Gwen out of it. Promise me that. [Peter looks down] Huh? You promise me. [Peter reluctantly nods his head]
  • Peter Parker: Yes. [Stacy closes his eyes as he dies, Peter cries and looks out at the city] [a newscaster on TV reports the aftermath of the events]
  • TV Newscaster: An eerie calm has set in over New York city. Apparently some sort of aerosolized antidote was launched from OsCorp Tower, which seems to have counteracted the biotoxins. Residents of lower Manhattan can rest peacefully, knowing that the alleged mastermind of this terror plot, Dr. Curtis Connors is behind bars. [Peter returns home to Aunt May, she's shocked to see him looking beaten and bruised, Peter pulls a carton of eggs out of his backpack and hands them to her, she hugs him]
  • Aunt May: Sweetheart. It's okay. It's alright. It's alright.
  • Peter Parker: Rough night.
  • Aunt May: It's gonna be alright. [at Stacy's funeral, Peter hides on the roof of a building nearby and watches from a distance, Gwen senses him and looks up but sees nothing, later she then turns up at his house]
  • Gwen Stacy: Where have you been?
  • Peter Parker: I... [he looks away not answering, Gwen starts crying]
  • Gwen Stacy: My father died. There was a funeral. They shot off rifles and they made speeches. Two of my teachers showed up, and Flash showed up. Everyone was there but you. [Peter wipes away a tear from her face, but then stops and looks away]
  • Peter Parker: I can't do this. I can't do this. I'm sorry.
  • Gwen Stacy: What are you saying?
  • Peter Parker: I can't see you anymore. I can't! [Gwen looking upset, turns starts walking away, she then stops and turns to face him]
  • Gwen Stacy: He made you promise, didn't he? To stay away from me? So I'd be safe. [Peter doesn't answer and Gwen walks off] [after Gwen leaves, Peter returns inside]
  • Aunt May: What a pretty girl.
  • Peter Parker: Yeah. That's what Uncle Ben said.
  • Aunt May: Did you ask her out? [Peter shakes his head] Why?
  • Peter Parker: I can't.
  • Aunt May: Why?
  • Peter Parker: I'm just no good for her.
  • Aunt May: Peter Parker, if there's one thing you are, it's good. Anyone has a problem with that can talk to me. [Peter listens to the voice message that his uncle left him before he died]
  • Uncle Ben: Peter, I know things have been difficult lately. And I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from old man, those things send us down a road, they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them, and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero, and I love you. [last lines; back at school, Peter and Flash have become friends, but Gwen is shunning him, Peter then shows up late to his English class]
  • Miss Ritter: Mr. Parker, tardy again. [Peter walks past Gwen and sits behind her] Well, at least we can always count on you.
  • Peter Parker: Sorry, Miss Ritter. It won't happen again, I promise.
  • Miss Ritter: Don't make promises you can't keep, Mr. Parker. [Peter whispers so that Gwen can hear]
  • Peter Parker: Yeah, but those are the best kind. [on hearing this Gwen smiles to herself, then we see final shot of Peter launching himself off a crane as he protects the city] [lines during mid-credits; we see Connors being escorted into his jail cell, a man in the shadows is waiting for him]
  • Man in the Shadows: Hello, doctor. Did you tell the boy?
  • Dr. Curt Connors: Tell him what?
  • Man in the Shadows: Did you tell the boy the truth about his father?
  • Dr. Curt Connors: No.
  • Man in the Shadows: Well, that's very good. So we'll let him be for now.
  • Dr. Curt Connors: You should leave him alone!
  • [End of The Amazing Spider-Man]

Five, four, three, two, one. Ready or not, here I come. Dad? Dad?! You're gonna stay with aunt May and uncle Ben for little while. I want to go with you. Doesn't like crust on his sandwiches. And he likes to sleep with a little light on at night. Come on. Dad... Be good. - Sorry. - Morning Flash. Good morning Parker. Hey, it's Peter, right? - I really like your photos. - Oh, thanks. Hey listen, are you busy Friday night? Cool, can you take pictures of my boyfriend's car? I just, really wanted to put him a good one for his birthday. That's really nice of you, that's such a nice thought. - I'm gonna get the old, old schedule. - OK. - Parker! - Yes sir? You want to keep that skateboard? - Yeah. - Keep it off the ground, wheels up! - Like that? - That's it! OK! Eat your vegetables Gordon, come on! Hey Parker, come on, get a picture of this! Put him down man. Don't eat it, don't eat that. - Take a picture, Parker. - Put him down Flash. - Take a picture. - Put him down, Eugene! Come on! Get up Parker! Get up! Come on! - I'm still not taking the picture. - Stay down Parker! - Who wants one more?! - Flash! Flash, are we still on for after school today? My house, 3:30? I hope you've been doing your homework last time I was very disappointed in you. Flash, how about we go to class? How about it? Whatever. I thought that was great, what you did out there. It was stupid, but it was great. You should probably go to the nurse, you might have a concussion. - What's your name? - You don't know my name? I know your name. I just want to know if you know your name. Peter. - Parker, Peter Parker. - OK. - I'd still go to the nurse, though. - You're Gwen, right? Gwen Stacy. I'm making spaghetti and meat balls tonight. You're serious? Spaghetti... Since when don't you like spaghetti and meat balls, huh? Oh my God, what happened to your face? I'm alright, I fell, skating. Ben Parker, don't you even think about leaving that filthy box in my kitchen. - These are my bowling trophies. - Oh, then by all means, please, leave that filthy box in my kitchen. - What happened to you? - He fell. Why you kids ride those things I'll never know. Because it's stupid and dangerous, remember when we were stupid and dangerous? - No. - Trust me, we were. - Good to know. Hey, where's the flood? - Follow me, I'll show you. - You serious? - Yes! I think it's the condenser tray. No, too much water for the condenser tray or the heat exchange tubings, this is gotta be the filling. That's the only thing that makes any sense. - Can you fix it? - No, not tonight. - I'll go by the hardware store tomorrow. - Good deal, meanwhile put this on your face. How's the other guy look? Come on, I know a right cross when I see one. Yes or no, do I have to call somebody's father? No, no. I wouldn't tell your aunt May. Pity the poor kid who'd have to suffer her wrath. Hey, before you come up, see if there's anything else worth saving. Yeah. - Excuse me? - What? Can I help you? I don't know, I'm here to see Dr. Connors. You'll find yourself to the left. You are here for the internship? Yeah. Yeah. OK, you'll find your badge to the left. - Are you having trouble finding yourself? - No, I got it. OK, Mr. Gueverra. - Gracias. - De nada. Welcome to Oscorp. Born from the mind of our founder, Norman Osborn, the Oscorp Tower has its Our scientific minds are pushing the boundaries of defense, biomedical and chemical technologies. The future lies within. Welcome to Oscorp, my name is Gwen Stacy, I'm a senior at Midtown Science, and I'm also head intern to Dr. Connors, so I'll be with you for the duration of your visit. Where I go, you go, that's the basic rule. If you remember that all will be fine, and if you forget that then... Tell them Rodrigo Gueverra is down here! Please, just tell them Rodrigo Gueverra is down here! I guess I don't need to tell you what happens if you forget that. Shall we? Come around this way. - Good afternoon Gwen. - Dr. Connors. Welcome, my name is Dr. Curtis Connors. And yes, in case you're wondering, I'm a southpaw. I'm not a cripple, I'm a scientist and I'm the world's foremost authority on Herpetology, that's reptiles for those of you that don't know. But like the Parkinson's patient who watches on in horror as her body slowly betrays her, or the man with Macular Degenerations, whose eyes grow dimmer each day, I long to fix myself, I want to create a world without weakness. Anyone cares to venture a guess just how? Yes? Stem cells? Promising, but the solution I'm thinking of is more, radical. - No one? - Cross-species genetics. Person gets Parkinson's when the brain cells that produce dopamine start to disappear. But a zebra fish has the ability to regenerate cells on command. If you can somehow give this ability to the woman you're talking about, that's that... She's curing herself. You just have to look pass the gills on her neck. And you are? He's one of the Midtown Science's best and brightest. Really? - He's second in his class. - Oh. - Second? - Yeah. - You sure about that? - I'm pretty sure. I'm afraid duty calls, I'll leave you in more than capable hands of miss Stacy. Nice meeting you all. If you'd like to gather round. Welcome to Oscorp's Tree of Life. Our planet's tree of life is a mess. At Oscorp's cross-species division... Hi. What are you doing Rodrigo? - Oh yeah. - What are you doing here? I work here, I don't work here. I was gonna say I work here, but it seems you in fact work here, so you know that I don't in fact work here. - Are you following me? - No, I'm not following you. - I had no idea you worked here. - Then why would you be here? I just snuck in because I love science. - You love science? - I'm passionate about it. I have to lead this tour group, so I'm gonna ask you more about this later. Do not get me in trouble, stay with the group. Alright, guys, I'm gonna take you to the bio-reactor room now. I'm sorry! Yo. We received the results from the MRNA sequences this morning, they were...disappointing. - So define "disappointing". - Another dead end. It's the Decay Rate Algorithm. This is to be expected. - Expected? You said you were close. - We are close, but it's gonna take time. He doesn't have time, Norman Osborn is dying, Dr. Connors. Save him. Or we both loose our heads. Give me your badge. Give it to me. Sorry. Disgusting, now I smell like beer. I'm sorry, I didn't mean to do that, I'm... - Get your hand off her. - I'm trying to get my hand... - Are you kidding?! - No, I'm sorry. - Are you freaking kidding me?! - Get him Rooney. - Man, I'm sorry! - Help him, Brad! Man, are you alright? No man, not my board. Please dude, no... I'm so sorry! Conney Island next stop. Next stop, Coney Island. - Hey! Hey. - Hey. - Sorry, I'm late, I got a... - We were so worried. I know, I'm sorry... Watch it! That's a fly, Peter. I'm so sorry I kept you guys up. I'm insensitive, I'm irresponsible, I'm hungry. - Drinking? - I don't think so. This isn't meatloaf. This beats all other meat loafs. - Something is very wrong. - Yeah. Nobody likes your meatloaf. I got it. - He took the frozen macaroni and cheese. - I noticed that. Why didn't you tell me you didn't like my meat loaf? You could have said that to me 37 years ago, how many meat loafs have I made for you? Peter? What are you doing up there? - Homework. - Be careful. Sure. Dr. Connors? - You don't remember me, I... - You're the intern from the other day. - Yes, that's right. - I'm sure you are very nice young man, but this is a home, I'll ask you to make an appointment in my office. I'm Richard Parker's son. Peter? I'm afraid I can't help you much Peter, I don't know why they left, or where they were going. - Good reflexes. - Thank you. - Thank you. - I read your book. It's something. So you really think it's possible, cross-species genetics? Yes of course, but for years your father and I were mocked for our theories, not just in the community at large, but Oscorp as well. They called us mad scientists. And then your father bred the spiders and everything changed. The results were beyond encouraging, they were spectacular. We were gonna change lives of millions. Including my own, then it was over. He was gone. Took his research with him. And I knew, without him I... I... I was angry. So I stayed away from you and your family, and for that I'm truly sorry. Say... Say it worked, say you got it to work. How much would the foreign species take over? What could the side effects be? It's hard to say, considering no subject survived. - The problem was always... - Decay Rate Algorithm? - Right. - Right. - Can I? - Of course. Extraordinary. How did you come up with this? Peter, how would you feel about coming to see me at the Tower one day after school? Yeah. Thank you. Come on Reggie, run it buddy! Rejected! - You did that on purpose, Flash! - No, but I should have. You better watch your back. Alright. Give it up Parker! One sec. Why don't you take it from me? - Go ahead Flash, take it man. - Go ahead, take it. Just take it. Alright, how about this? How about that? - Come on Flash! - Stop playing man. - Take it from him! - Come on Flash, take it. - Do it Flash, stop playing! - Yo Flash, come on! Alright, bring it! Come on Parker! Come on! They're not gonna make us pay for the backboard, you know that? I don't care about the backboard. - Was that true? - What? What I heard in there just now. Did you humiliate that boy? Yeah, I did. But this guy deserved it. - Did he? - Yeah. Is he the kid that hit you? - Is he? - Yeah, but... So all this was about getting even? If so, I guess you must feel pretty good about yourself now, right? Am I right or wrong? Yeah, I thought so. Well, thanks to this little escapade of yours, I had to change shifts at work, so you have to pick up aunt May tonight at 9 o'clock, understood? Is that understood? OK, good. She looks familiar. She's the girl on your computer. He's got you on his computer. I'm his probation officer. Don't forget aunt May. OK. He's a character, that's my uncle. He's a pathological liar and he thought you were someone else. Oh man, you don't have me on your computer? I took a photo of the debate team, you're in the debate team so... - Right. - So, he must have seen it. - I was touching up stuff. - You were "touching up stuff"? I'm not gonna answer that. - Did you get expelled? - No, I didn't get expelled, I got community service. So, you want to... I don't know... - Want to what? - I don't know, just... I don't know, we could... Or we could do something else, or we could... If you don't... We could... - Yeah. - Yeah? Yeah, either one. - Really? - Sure. Alright, good, sounds good. I can't right now, I'm so busy right now. Me too. - But maybe... - Yeah, just, you know... - Some other... - Time, alright. OK. Alright. We have protein structurer, rDNA chromatography, transgenics testing, that's x-ray video. That's the only one on the planet. - We have... - I remember that. - I've seen that before. - The GANALI device. I remember a picture of that in my dad's office. The idea was so simple, load it with an antigen, make reactive cloud which can be dispersed over a neighbourhood, even an entire city. Theoretically, you could cure a polio in an afternoon. It's incredible. Well, others disagreed. What if the device were loaded with a toxin, what if you wanted to opt-out, you can't run away from a cloud after all. So here it lies, covered in dust. What you see here is a computer model of the lizard. Many of these wonderful creatures have so brilliantly adapted, they can regenerate entire limbs at will. You can imagine my envy. We're trying to harness this capability and transfer it into our host subject, Freddie, the three legged mouse. Enter the algorithm now. Do you need to take that? System ready for gene incersion. Check. What are we trying to do? - Free up the proteins. - Create the immuno response. Beginning trials, pending... Failed, subject deceased. Pending... Failed. Subject deceased. Pending... Input algorithm accepted. Regrowth complete, vitals normal, blood pressure normal. Regeneration successful. Extraordinary. Thank you. Meet Fred and Vilma, our three legged mice. Hey buddy, I got you. OK, careful, don't want to sting you by mistake. Human trials aren't until next week. There. Hey, I thought you... Didn't you forget something? Don't answer that, but I'm glad to know it's working. You owe your aunt an apology, big time! Be a man, get in there and apologize. I'm sorry aunt May, I got... - Honestly, you don't have to apologize to me... - Hell he doesn't. - Ben... - I'm sorry uncle Ben, I got distracted... - You got distracted? Your aunt, my wife, had to walk 12 blocks alone in the middle of the night, and then wait in a deserted subway station because you got distracted. Ben, sweetheart, honestly, I am completely capable of walking home... - You will not defend this boy! - I'm not defeneding... - You are defending him! Listen to me son! - Yeah, go ahead. You're a lot like your father. You really are Peter, and that's a good thing. But your father lived by a philosophy, a principle really. He believed that if you could do good things for other people you had a moral obligation to do those things. That's what's at stake here, not choice, responsibility. That is nice, that's great. It's all well and good, so where is he? - What? - Where is he? Where's my dad? He didn't think it was his responsibility to be here and tell me this himself? - Oh come on, how dare you? - How dare I? How dare you?! Where are you going? Peter come back here, please! Ben leave him alone for a little while, he'll be alright. Peter?! Peter?! Peter?! That's 2.07$. - It's 2.07$. - Yeah, I know. You're holding up the line. No, you can leave a penny, you can't take a penny. What? - You can leave a penny anytime, you have to spend 10$ to take a penny. Store policy. You gonna pay? You're holding up my line. I don't have 2 cents. You can't afford your milk, just step aside. What, daddy didn't give you enough milk money today? - We're talking about two cents. - Just step aside, kid. Really?! Not cool, man. Hey man, stop! Somebody stop that guy! - Hey kid, little help? - Not my policy. Somebody, stop that dude! Hey stop! Somebody, stop that dude! Oh God, help me... Uncle Ben?! Call an ambulance! Someone, call an ambulance! Uncle Ben, uncle Ben... Oh God, oh my God... Oh God... We gave a description to the sketch artist, I need you to take a look. No, I don't know him. I didn't expect you would ma'am. Homicide detectives are on it, - we'll see what they turn up. - OK. - Can I have that? - Sure. There's one other thing, he has a star tattooed on his left hand. Peter, I know things have been difficult lately, and I'm sorry about that. I think I know what you're feeling. Hey Parker. - Not today Flash. - Come on man, I just want to talk. Feels better, right? Your uncle died, I'm sorry. - I get it, I'm sorry. - OK. Peter... Stay away from here, you understand me?! Stay away from Joe, you understand?! You like beating on girls? Like beating on old men? Hey pal, just keep on walking, you're in the wrong place buddy. When was the last time you were in Queens? - I asked you a question man. - Vickie, no! - Is that the gun? You gonna kill me too? Stop it! This guy is crazy! There he is! He has a star tattooed on his left hand. Oh yeah? Come on! I know what you look like! You hear me?! I've seen your face! Attention all units, in the confines of precinct 13. Receiving a 10-30 on west Assailant is Caucasian male, mid 30's, 170-180 pounds. Shoulder length blond hair, last seen on foot heading east bound on 19th street. - You got a description? - Well no, he wears a mask. A mask? Yeah, and most of his victims are suspects. Some of them with serious rap sheets, they're calling him a vigilante. OK, he's not a vigilante, he's an... Help me, somebody! Arrest me! Please get me out of here! Hey look! Spandex, spandex... Everything spandex. Extraordinary velocity vector is a function of both mass and acceleration. Oh come on, you know better than anyone that the weight above any pendulum has no effect on sling state. It doesn't effect frequency, but it's totally a factor in momentum. Hey aunt May. Yeah, eggs? Organic, got it. You know, in the future, if you're gonna steal cars, don't dress like a car thief man. What are you? You a cop? Really? You seriously think I'm a cop? Cop in a skin tight red and blue suit? You're, you're... You've got a mind of a true scholar sir. I was going more for one of the guys who do the Good thinking, good thinking, use the window, get out the window. There you go, you got it. Crutch! - Just let me go. - Is that a knife? - OK? Yes it's a real knife. - My weakness, it's small knives. - Just let me go. - Anything but knives! - Oh, it so simple. - What the hell is this? Webbing that I developed myself, I don't think you really want to know about it. Come on, let me go! Get off man... Come on, let me go! Stop it! - That isn't funny! - It is kinda funny man. - Help! - Shh. This could have gone a lot worse, now hold still. Boys in blue are here! Yo I got him! - Freeze! You in the tights, don't move! - He's not going anywhere. - Serious?! - Who are you?! No one seems to grasp the concept of the mask. Freeze! I just did 80% of your job! That's how you repay me?! Alright, that was fun! Bus! What're you doin'?! Hey watch out, I'm swinging here! I'm swinging here! So, 38 of New York's finest, versus one guy, in a unitard. Am I correct? You don't have to wait up for me, you know. - Yes I do. - No you don't. - Yes I do. Where were you? - I was out. Did you get the eggs? Great, forgot the eggs. I'm gonna get them now. No, you most certainly will not, not at this hour. Look at me Peter. Take off the damn hood and look at me. You're hurt. Where do you go, who does this to you? - Please go to sleep aunt May. - Please tell me. Aunt May please, please, please go to sleep. I can't sleep! Don't you understand?! I can't sleep! Peter, listen to me. Secrets have a cost, they're not for free. Not now, not ever. Cross-species genetics is finally working. I've used lizard DNA to help Freddie regrow that limb. - It's a miracle. - No, that's hard work and promise, and it's a step closer to the primate lab. - But it isn't time for a little step. - Little? - I just mean he can't wait. - Well, he'll have to. - Unless he wants to be a lab rat. - No, it's not what I'm saying. - So what are you saying? - You have to start human trials, now. - No I don't and no I won't. - Then he's going to die. People die, even Norman Osborn. - We are not finished. - Human trials? Where on earth are you gonna find the people to volunteer? The ward, as far as anyone's concerned is for a winter flu shot. I might think that veteran's hospital is a place to start. - You've got to be kidding me. - I don't think I am. It's little for shock and indignation Curt, about 15 years late. I have no idea what you're talking about. Richard Parker wore it well, on you it's a cheap suit, as it was then. I had nothing to do with that. - Is that what you told his son, Peter? - I don't know what you're saying. - You don't know, or you don't want to know? I'll remind you what happened. Richard Parker said just about the same thing then that you are saying now. The clock is ticking, Dr. Connors. I won't. Fine. The formula is ours now, anyway. Say goodbye to that arm you dreamed of. I'm shutting it down, have your office cleared out by the morning. Your toys will be taken away to, you know. Night Freddie. - Hey. - Hi. - How's it going? - Where you headed? - Monday, B-track. - It's Thursday. - It's Thursday? - What happened to your eye? - Your eye, it looks bruised. - I know, I got a rash. It's pretty bad, did you go to the nurse? Do you like branzino? - Finger fish? - I know. If you want... You can come to this address at 8 o'clock tonight. My mom is making branzino. It's apartment 2016, I didn't write that part down, I don't know why I didn't. - I'll remember it. - 2016. Hi. - How did you get out there? - The fire escape. Your doorman is intimidating. - It's 20 stories. - Yeah. - This is your room. - Yes, this is my room. Books. Got your mom these... - Lovely. - Yeah, they're beautiful, right? They're beautiful. - They weren't, they were nice. - No, they're beautiful. I'm sorry. No, it's impressive, they actually held together very well. - I'm gonna keep these. - You have your suit in there? - My suit? - It's for dinner. Are you gonna wear that? That's.. Hey hon. - You must be Peter. - Dad, this is Peter. - Hey, nice to meet you sir. - Nice to meet you. Dinner's ready. Hope you like branzino. Who doesn't Emma, it's Curt, is he there? I'm afraid not doctor, the car's taking him to the veteran's hospital in Brooklyn. No, no, he can't Emma, you have to stop him. I would, but I always loose him when he's on the bridge. I'll make sure Dr. Ratha returns your call as soon as possible. Holton Avenue across the river, I'm in a hurry. OK, you want me to take the tunnel or the bridge? Bridge! - Take the bridge. - Alright, I'm gonna do that. Hey man, you alright back there? Are you trippin'? - Just drive. - OK. You're having trouble there, aren't you? The head goes in the other, Simon help Gwen's friend with his fish. - I don't know it. - First time. George, why don't you tell us about your day? Yeah dad, did you catch that spider guy yet? No, we didn't catch him yet, but we will. He's an amateur who's assaulting civilians in the dead of night. He's clumsy, he leaves clues, but he's still dangerous. He's assaulting people? I'm not sure, I mean, I saw that video with him and the car thief. I think most people would say that he was... - Providing a public service. - Most people would be wrong. If I wanted the car thief off the street, he'd already be off the street. So why wasn't he then? Let me illuminate you, see the car thief was leading us to the people who run the entire operation. It's been a six month long stinger, this is called strategy, I'm sure you're aware of the term strategy, you've probably heard about that in school. Obviously he didn't know you had a plan. You seem to know an awful lot about this case, you know something that we don't know? - I mean, who's side are you on here? - I'm not on anyone's side. I saw video on the Internet... - Oh, you saw the video on the Internet. - Well, then case is closed. - No, I'm just saying if you watched the video, maybe he'd send you a link, it looks like he's really trying to help. Sure, on the Internet he's been made out to look like some kind of masked hero. No, I'm not saying he's a hero, I don't think he's a hero at all... - What are you trying to say? - I'm saying he's trying to help, but it looks like he's trying to do something maybe the police can't. - Something the police can't? - I don't know. What do you think we do all day? Just sit around, eating donuts - with our thumbs planted firmly up our asses? - George. - Daddy. - Think we do that down there? - Up your what dad? I think he stands for what you stand for, sir. - Protecting innocent people from bad guys. - I stand for law and order son, that's what I stand for. I wear a badge. This guy wears a mask, like an outlaw. He's hunting down a bunch of criminals that all look the same, like he's got some sort of personal vendetta. But he's not protecting innocent people, Mr. Parker. Let's get some air Peter. - Dad, we need to talk. - Yes we do. Thank you for having me, I'm sorry if I insulted you, it was not my intention. You're welcome. Branzino was really good. Mrs. Stacey, thank you. You're welcome. - Dad. - Yes. That was something. I'm sorry, I thought he was gonna arrest me at one point. I wouldn't have let him arrest you. - What happened to your face? - I'm gonna tell you something. OK. I've been bitten. So have I. OK, OK, OK, OK, OK, I gotta tell you this one thing, and it's about the vigilante and the car thief, alright? Oh, OK. No, no, no, don't. Forget that, I'm not gonna talk about that, I'm gonna talk about me. What about you? I wish I could just... I can't, it's hard to say. Just say, say it. Why, what? What? - You're Spiderman... - Shut up now. Gwen?! Gwen? Your father wants you to come inside, right away. OK. - OK? - Yeah. - Gwen... - I'm coming. I'm in trouble. Can you please go and find out what's going on, Alfred? Excellent. Incoming! Somebody, help! Help me, my kid is trapped! I want my dad! Dad! Hey buddy, it's OK. - Get away! - It's alright. - Help! - Hey, look. Just a normal guy, right? Wanna hold on to this? Hold on to my mask. - What's your name? Jack? - Yes. Let's get you out of here. Stay very still. - Alright. - I got you. OK, now I'm gonna undo the belt. You're gonna hold on to that seat, on three. OK, one, two, three. See how easy that was? You did a great job. Jack, climb, now! - I can't! - Yes you can! Put it on, the mask, it's gonna make you strong. Jack, trust me, put it on. There you go, that's it! That's it buddy! OK, now, climb! Come on Jack! Do me a favor, a little faster, OK bud? You're doing great buddy, you're doing great! That's it, keep coming, keep coming. No! Oh Jack, thank God. You OK? My son...My son... Who are you? Spiderman. Peter. Does this scare you? Who are you gonna tell? No, no. What did that thing on the bridge look like? - Real big, too big to be human. - You got to lay low. - No, I can't do that. - You've got to. - I mean why... - Because of last night. Those people on the bridge, whatever was attacking them, would have killed them. So, I gotta go after it. - That's not your job. - Maybe it its. I really liked kissing you. And you're an amazing kisser. Well, you know, it was good for me too. Yeah? Hello?! It's not nice to snoop. I gave everyone the week off. Yeah. Shouldn't you be at school? No, I got a free track, I wanted to ask you a question. - How would a predator track a reptile? - Oh you don't, most reptiles are at the top of their respected food chain, kings of their domain. They got to have vulnerabilities, right? Why the sudden interest in the cold blooded? Just asking a question, I got school stuff, biology profiles to do. So because of the cold blood would they react to sudden changes in temperature? You'd have to catch one first. Did you know, there's a rumor of a new species in New York? - Beautiful and quite large. - What do you know about it? You seen it? It's not yet classified. But it can be aggressive, if threatened. Doc, are you alright? Never been better Peter, never been better. Now, if you'll excuse me, I'm afraid I'm gonna have to ask you to leave. I have a new project I'm working on, I need to be alone. Don't worry Mr. Parker, I'll be back. Wonderful things are coming. Wonderful things. Fred. Mr. mayor, I can assure you if there was a giant dinosaur running around the streets of Manhattan you would be the first to know. So tell your son he can rest easy, alright? Yeah, you and me both, sir. OK, bye bye. Mr. Parker, why are you not in school? - Got a free track. - Well I do not have a free track, so make your point quickly. There may not be a dinosaur running around Manhattan, but there is something more dangerous and I know who it is. - You know who it is? - Dr. Curtis Connors. Of Oscorp?! That's right. Dr. Curtis Connors, who's also my daughter's mentor, - is that who you're talking about? - That's the one. Recently Dr. Connors gave Gwen a glowing college recommendation, it was beautiful, when I read it I cried. But you would have me believe that he, in his spare time, is running around dressed up like a giant dinosaur? Not dressing up as a dinosaur, he has transformed himself into a giant lizard. Let me ask you a question, do I look like the mayor of Tokio to you? I'm telling you the absolute truth, this man has worked for his whole life on cross-species genetics, he lost one arm and has been trying to grow it back, but there is something unbalanced by the equation and he has turned into a full lizard. He's using lizard DNA, he is dangerous and he's planning something horrific, I know. OK, alright, I get it. Here's what we're gonna do, you're gonna go back to meeting up with citizens of Tokio, and I'm gonna go back to protecting the citizens of this fine, fair city of ours. Sergeant Butler, would you please escort Mr. Parker back to school. Captain Stacy, I'm not messing around. Just bring him in, just call him in, you have to call him in, he is a danger to everybody. - Please, listen to me! - Let's go! - Jimmy... - Hmm? Give me everything we have on Dr. Curtis Connors, OK? Right away. Subject: Dr. Curtis Connors, own temperature 89.7, steady for 48 hours. Blood panels reveal lymphocyte and monochyte readings consistent with subject's past. Clutching rate vastly improved, marked enhancement in muscle response, strength, elasticity... Eyesight similarly improved, subject no longer requires corrective lenses. This is no longer about curing ills, this is about finding perfection. In attempt to repress regenerative relapse, dosage has been increased to 200 mg. You stopped me once... You won't stop me again. I'm getting stronger every day! Oh, that sucked. Peter Parker? Come in. Maybe...you should, consider coming in through the lobby. Also, my father is under the impression that you require psychiatric help. Peter, what happened? You should see the other guy. The other guy, in this instance being a giant mutant lizard. Hey Gwen, honey, do you want cocoa? Howard's making some cocoa. No dad, I do not want cocoa. Honestly, I'm 17 years old. OK, I just thought I remembered somebody saying last week that her - fantasy was to live in a chocolate house. - Well that's impractical. And fattening. Chocolate house? - Sorry dad. - It's good. I can't have cocoa right now because I'm... Doing this... I have to have... I have cramps. I feel kind of pukey and just sort of, like emotional, I keep crying... It's brutal. - You don't want to know, trust me, it's bad. - Got it. - Thanks daddy. - Alright. - Easy bugboy. - What did you call me? - No. - It's OK. - I know what this is. - What is it? Every day, for as long as I can remember, my father has left every morning and he'd put a badge on his chest, and strapped a gun to his hip. And every day, for as long as I can remember, I havent known if he was going to make it home. I got you, OK? I gotta stop him, though. I have to, cos I created him. What do you mean? I gave him an equation. I made all of this possible. Something my father's been working on, you know? Secretly, now I realise why he kept it a secret. Why this is my responsibility. I have to fix it. Let's get out of here. Let's get out of here, just for a minute, can we? - No. - Yeah. - No. - Yes. Yes. - No. - Yes. If my parents see me leaving I'm dead. Your parents are not gonna see you leaving. Peter Parker... Spiderman? I'm not the one who needs help! There will be no more loneliness, no more outcasts! Species-wide distribution could enhance humanity on an evolutionary scale. One has to adapt to survive. That, changing like the snake, I might be free. To cast off flesh wherein I dwell confined! Would you give it all up? After all you know you can do? All the power you feel? I can save them! You are not gonna get in the way of my plan, Peter Parker! Go, go! Nowhere to hide, Peter. All these souls, lost and alone, I can save them. I can sure them, there's no need to stop me, Peter. You're not thinking straight doc. Stop this! This isn't you! Let's talk this out! Doc! Oh boy. Alright, so you don't want to talk? There you go. Don't... Make me... Have to... Hurt you! Hey. Where are you? I'm fine, I'm OK. I'm down in the sewer, I'm tracking him, I gotta stop him before anyone gets hurt. But we need an antidote, do you know how to run a serum? Yeah, I do it for Connors all the time. OK, OK, listen. I need you to go to Oscorp, I need you to access the cross-species file, it's a blue serum file 12389. OK, got it. On my way. I spent my life as a scientist, trying to create a world without weakness, without outcasts. I sought to create a stronger human being, but there's no such thing. Human beings are weak, pathetic, feeble minded creatures. Why be human at all, when we can be so much more? Faster, stronger, smarter. This is my gift to you. - Stacy! - What?! We've got a confirmed sighting sir! The lizard is heading toward Canal Street station. - What about Spiderman? - He was inside the high school. I want that Spiderman off the street! The lizard creature has released a biological agent! All efforts of stopping him have failed, he is now proceeding north on 7th Avenue, over. - Hey, where are you? - I'm at Oscorp. - You have to get out of there right now, OK? - The antidote is cooking. No, no, no, Connors is on the way. He's coming to you right now, he needs the disbursement device. - He's gonna infect the whole city... - There's 8 minutes left. You're gonna wait there for 8 minutes after what I just told you? People are gonna die! You leave right now! Listen, that is an order, OK?! I'm gonna get everybody out. Gwen! You mother hover, are you serious?! He's heading south! Stand down now or we will open fire! You are surrounded, there is no escape! Clear! Clear up! All clear here, sir! Freeze! Down on the ground! Put your hands behind your head! Now! Parker? It's headed to Oscorp, and your daughter is there right now! You got to let me go. Hold your fire! Paul, if I didn't see it I wouldn't believe it. I won't venture to say exactly what it is that's crawling up the both sides of the Oscorp Tower, but clearly it is not human and it is very, very strong. Time remaining: 1 minute. Antidote complete. Oh man... We are now getting the latest details, this is just coming in. The New York police department has called for a city wide evacuation. Everything south of 54th street. If you are south of 54th street you have to move out of the area immediately. Spiderman appears to be heading toward Oscorp. He looks injured and it is really not clear if he's gonna make it. This guy saved my boy on the bridge. They're clearing us out, something bad is going down in mid town. Are you still friends with Mathews, that crane operator down at the 6th avenue? - Yeah. - Get him on the phone for me. The cops are evacuating everybody, who the hell cares? Get him on the phone for me! Hey Charlie, get me Enriquez from 54th street! Angelo get your mug over here. Walsky, you're getting some overtime! All tower cranes on 6th, swing your jib arms over the avenue. Boom angles at 90 degrees. Spiderman needs those big boys high and lined up. Let's give him a clear approach, over. Dad, I have to get this to Spiderman. - Get in the car, let's go. - No, we can stop the lizard. - You don't understand! - I do. Your boyfriend is a man of many masks, I get it. Give me this, get in the car. Please make sure he's OK. Initializing GANALI device. Detonation in T minus 2 minutes. Poor Peter Parker. No mother, no father. No uncle. All alone. He's not alone! Detonation in T minus 45 seconds. Hey, gift from Gwen! I got this Peter, go! T minus 45 seconds. Detonation in T minus 10 seconds. 9, 8, 7... 6, 5, 4... 3, 2, 1 The captain. Captain! - The lizard... - It's alright, we stopped him. Let's get you out of here. Look at me, stay with me. Help is on the way, OK? You need to...you need to be gone, when they get here, OK? - I'm not going anywhere. - I was wrong about you Peter. This city needs you. Here, you're gonna need this. You're gonna make enemies. People will get hurt. Sometimes people closest to you. So I want you to promise me something, OK? Leave Gwen out of it. Promise me that. You promise me. An eerie calm has set in over New York city. Apparently some sort of aerosolized antidote was launched from Oscorp Tower, which seems to have counter acted the bio toxins. Residents of lower Manhattan can rest peacefully, knowing that the alleged mastermind of this terror plot, Dr. Curtis Connors is behind bars. Sweetheart, it's OK. It's alright. Rough night. It's gonna be alright. Where have you been? My father died. There was a funeral. They shot rifles and made speeches. Two of my teachers showed up. Flash showed up. Everyone was there but you. I can't do it. - I'm sorry, I can't... - What are you saying? I can't see you any more. I can't. He made you promise, didn't he? To stay away from me. So I'd be safe. What a pretty girl. Yeah, that's what uncle Ben said. Did you ask her out? Why? - I can't. - Why? I'm just no good for her. Peter Parker, if there's one thing you are, it's good. If anyone has a problem with that can talk to me. Peter, I know things have been difficult lately, and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man, those things send us down the road, and make us who we are. And if anyone's destined for greatness, it's you son. You owe the world your gifts, you just have to figure out how to use them. And know that wherever they take you, we'll always be here. So come on home Peter. You're my hero and I love you. - Hello Parker. - Hey, how's it going? You coming along man? That's a cool shirt. Yeah, dude, dude's crazy. But chicks dig him. I had a professor once who liked to tell his students that there were only ten different plots in all of fiction. Well I'm here to tell you he was wrong, there is only one. Who am I? Mr. Parker, tardy again. Well, at least we can always count on you. Sorry Miss Ritter, it won't happen again, I promise. Don't make promises you can't keep, Mr. Parker. But those are the best kind. OK class, open your books, let's begin on page 1. Hello doctor. - Did you tell the boy? - Tell him what? Did you tell the boy the truth about his father? - No. - That's very good. We will let him be for now. You should leave him alone!

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