Study Guide

Spider-Man

Spider-Man Summary

Peter Parker is a huge nerd.

That's not an insult; it's a fact. He's a high school senior who reads about nanotechnology in his spare time. (Hope that doesn't make you feel too guilty about spending last weekend parked in front of your PlayStation with a bag of chips balanced on your knees.)

Peter lives in Queens, New York, with his Uncle Ben and Aunt May. Oh, and one more thing: he's been crazy in love with his next-door neighbor, Mary Jane "M.J." Watson, since they were both 6 years old.

On a school field trip, Peter is bitten by a genetically engineered super spider that gives him the same enhanced abilities that it has: super strength and climbing skills, precognition, and powerful webs that he can shoot out of his wrists at will.

Luckily, Peter doesn't also get six additional legs.

Meanwhile, Norman Osborn—the mega rich scientist father of Peter's BFF Harry—undergoes changes of his own. In a desperate bid to nab a huge military contract for his company, Oscorp, he tests out human performance enhancers on himself—serums that, in trials, have turned rats into violent psychopaths. They do the same to Norman.

Whoops.

He kills his chief scientist and takes off with Oscorp's proprietary glider and armored flight suit, too.

Meanwhile, back in the world of good people, Peter enters an underground wrestling competition so he can buy a used car. He wins, but the promoter shortchanges him. When the promoter is robbed, Peter lets the robber go. He goes outside to meet Uncle Ben, only to find that his uncle has been carjacked. Uncle Ben dies, and Peter discovers that the carjacker was the robber he'd just let escape. Oof.

After graduation, Peter fights crime as Spider-Man while selling photos of Spidey to the Daily Bugle to make some cash. He shares an apartment with Harry, who's started dating M.J. Not a bad setup, other than the whole best-friend-dating-your-dream-girl situation.

Over at Oscorp, the board tells Norman they're selling the company to their chief competitor and that Norman's out. The Green Goblin—Norman's glider-riding, armored flight suit-wearing, pumpkin bomb-throwing split personality—kills the board members at the World Unity Festival. Mary Jane is there, too, as Harry's date, and she almost becomes collateral damage as Gobby blows the board to bits. Fortunately, Spider-Man swoops in to save her just in the nick of time.

At the Daily Bugle, the Green Goblin kidnaps Spider-Man and makes him an offer to team up. Later, Spider-Man saves Mary Jane from a gang of thugs. She develops a massive crush on him. (Sorry, Harry.)

The Green Goblin lures Spider-Man into a burning building. When Spider-Man refuses his offer to become partners, they duke it out, and Spidey suffers a gnarly cut to his arm in the scrap that follows. Afterward, Peter, Harry, Norman, Mary Jane, and Aunt May celebrate Thanksgiving at Peter and Harry's apartment. Norman notices the cut on Peter's arm, realizes Peter is Spider-Man, and abruptly leaves. Uh-oh.

That night, the Green Goblin attacks Aunt May as she recites her bedtime prayers but doesn't kill her. Phew. Later at the hospital, Harry shows up with flowers and finds Peter and Mary Jane holding hands at Aunt May's bedside. (Whoops.)

Dejected, Harry heads home and tells his dad about Peter and M.J., inadvertently revealing Peter's greatest weakness to Norman: his love of Mary Jane. (Whoops again.)

Back at the hospital, Aunt May advises Peter to tell M.J. how he really feels about her since everybody else already knows he's crazy about her. Peter then realizes that if everybody knows, that means the Green Goblin knows. He bolts.

Mary Jane wakes up on top of the Queensboro Bridge, having been kidnapped by the Green Goblin. Spider-Man arrives, and the Green Goblin ups the ante by snagging a Roosevelt Island Tramway car full of kids and holding them hostage, too. He forces Spider-Man to choose: save the love of his life or save a bunch of innocent kids who really wish they'd taken a ferry or something.

Before Spider-Man can make a decision, the Green Goblin lets go of both M.J. and the cable that he's been using to hold up the tramway car. This dude does not play fair. Spider-Man swings down and saves Mary Jane. Then he keeps swinging and nabs the car full of kids, too. In your green, metallic face, Green Goblin.

Once the tram car and Mary Jane have both been lowered safely to solid ground, Spider-Man dukes it out with the Green Goblin once more. When Gobby tries to run through Spider-Man with his glider, Spider-Man evades it, and the Green Goblin is impaled by his own equipment. Before he dies, Norman tells Peter not to tell Harry. Peter returns Norman's dead body to his penthouse, where he's spotted, as Spider-Man, by Harry.

At Norman's funeral, Harry thanks Peter for his friendship and vows revenge on Spider-Man. M.J. then confesses her love for Peter. Peter says he'll always be her friend—and that's all he can be for now.

What he doesn't tell M.J. is that it's because he's Spider-Man, and that means his loved ones will always be targets for hoodlums, heavies, and guys dressed like goblins.

In other words: with great power comes great responsibility…but not a girlfriend.

  • Scene 1

    Scene 1

    • After some web-filled opening credits, we get hit with a voice-over from Peter Parker, who warns us that if we expect the story we're about to see to be some "happy, little tale," we're in for a shock.
    • His story, he says, isn't for the faint of heart. Looks like we're going to need more popcorn.
    • Also? This story is really all about a girl, more specifically Peter's next-door neighbor, Mary Jane Watson, a.k.a. M.J.
    • Cut to Mary Jane on the big, yellow, not-at-all-magic school bus. Peter is chasing after it, begging the bus driver to stop and let him on.
    • The kids on the bus laugh, and so does the bus driver. Classy move, bus dude. Mary Jane orders the bus driver to stop, and he does.
    • Peter gets on the bus, but nobody will let him sit with them. As he walks past Mary Jane and her boyfriend, Peter smiles.
    • Then he gets tripped and face-plants in the aisle. Ouch.
    • If you're familiar with the Spidey comics, you'll know that the huge dude is named Flash Thompson.
    • And if you're not familiar with the comics, then, well, we just told you his name is Flash Thompson.
    • Turns out, Peter and his classmates are on a field trip to the science department at Columbia University.
    • Out in front of the building, their teacher orders them to behave this time, and Peter mistakenly thinks Mary Jane is waving at him when she's really waving at some friends behind him. Double ouch.
    • Harry Osborn and his dad, Norman, pull up in a Rolls-Royce. Harry asks the driver if he can get dropped off around the corner so no one will see him. He's ashamed of being so rich.
    • Norman is offended and tells Harry to never be ashamed of who he is. He also reminds Harry that it's not Norman's fault that Harry has flunked out of every private school in town.
    • Harry jumps out of the swanky ride and catches up with Peter. Norman then catches up with Harry because he left his backpack in the Rolls.
    • If we had a dollar for every time we've left our backpack in Dad's Rolls…we'd still have zero dollars.
    • Harry introduces Peter to Norman, but Peter already knows who Norman is. In fact, he's read all his work on nanotechnology.
    • Norman is impressed with Peter, who not only read Norman's research but also wrote a paper on it, and he says he hopes they'll meet again. We're pretty confident that they will.
    • Peter tells Harry that his dad's not so bad.
    • Harry says, "Yeah, not if you're a genius," and jokes that Norman wants to adopt Peter now.
  • Scene 2

    Scene 2

    • Inside the Columbia science department, Peter and his fellow Midtown High seniors wander around the lab while a scientist explains the work on spiders that they're doing. The Reader's Digest version is this: they've genetically engineered 15 super spiders that combine the best traits from a handful of other spiders.
    • These all-star spiders are super strong, can jump great distances, and have an awareness of danger so acute that it borders on precognition—a "spider sense," explains the scientist.
    • When Peter tries to take a pic of one of the spiders for the school paper, Flash bumps him, ruining the shot.
    • When he tries again later, one of Flash's equally jerky friends nudges him.
    • Harry tells them to back off, and they mock Harry for being rich, asking him what his daddy's going to do about things. Just then, the teacher comes by and tells them to quiet down and break it up.
    • Peter rattles off some spidery facts to Harry, who's unimpressed.
    • They spot Mary Jane looking at the super spiders, and Harry says that if Peter won't go talk to her, he will.
    • Harry then rattles off the spider knowledge Peter just dropped to M.J., who is impressed. Turns out, she's the rare teenage girl who just loves arachnids.
    • Mary Jane, No. 1 spider fan, notices that there are only 14 genetically engineered super spiders in the case, not the 15 the scientist has been bragging about.
    • The scientist says the researchers must be working on that one now. She's not very convincing, and the camera pans to a super spider building a web in the ceiling.
    • The teacher pulls Harry away to chew him out for talking through the entire presentation, leaving Mary Jane and Peter behind.
    • Peter asks M.J. if he can take her picture for the paper, explaining that he needs a shot of the lab with a student in it. Sure you do, Pete.
    • Mary Jane hams it up by the spider case, and Peter takes a bunch of pics. While they have their photo shoot, the missing super spider descends from the ceiling and bites Peter's hand. Then it scurries away.
    • The teacher calls to Peter to catch up with the rest of the group, and he exits the shot, which lingers on a monitor that conveniently sums up the mad skills these super spiders have: super speed and strength, web tensile strength, and precognitive spider sense.
    • Thanks, exposition television!
  • Scene 3

    Scene 3

    • At Oscorp—we're going to go out on a limb here and guess it stands for Osborn Corporation—a guy in a rad green flight suit is testing out a glider.
    • It's like a hoverboard—not those ones that kept blowing up over the 2015 holiday season, but a rocket-powered mega skateboard that can fly.
    • The Oscorp board of directors is here, and they want to see what Norman's research has produced. Most of the board members are military personnel, and they're led by Gen. Slocum.
    • Norman's research, BTW, isn't just the glider, it's a bunch of human performance enhancers, and Slocum wants to see the progress reports on them, pronto.
    • Dr. Stromm, Norman's lead researcher, confesses that they've tried their performance enhancers out on rats, and it didn't go well.
    • The rats got aggressive and violent. Oh, and they also went crazy.
    • In other words, this juice isn't ready for human trials, and they owe a bunch of rodents some apologies. Maybe a cheese basket or two.
    • Norman insists that it was just one trial that went haywire; all the rest were fine, and Stromm is the only staff member who thinks anything is seriously wrong.
    • Stromm tells the general that they need to go back to square one with the performance enhancers, and Norman is not happy with Stromm. At all.
    • Slocum tells Norman he's got two weeks for his performance enhancers to mount a successful human trial or else he's going to yank Oscorp's funding and give it to their competitor, Quest Aerospace, which is working on a similar project.
    • Pressure is on, Norm.
  • Scene 4

    Scene 4

    • Uncle Ben changes a light bulb in the kitchen. He explains that he's an electrician, and he's recently been laid off after 35 years.
    • It seems weird that he's telling his wife, May, all this. We're assuming she knows. If not, the fact that Ben is home all day looking at want ads should've been a big tip-off.
    • Aunt May assures Uncle Ben that he'll figure something out. He's the most responsible man she's ever met. They've been down on their luck before, and they've always pulled through. They'll do it again.
    • Just then, Peter comes home. He looks terrible. He turns down dinner and tells Uncle Ben and Aunt May that everything's fine, he just needs to crash.
    • Peter goes up to his room, tears off his shirt, and falls on the floor. He's pale, sweaty, and shivering.
    • The Columbia scientist's description of genetically engineered super spiders repeats—maybe in Peter's head, maybe just for us, it's unclear—as Peter lies in agony on the floor. The spider bite on his hand is the size of a golf ball now. It's red and gnarly.
    • Cut to Oscorp after dark. Norman is going to test the human performance enhancers on himself.
    • Dr. Stromm begs him not to.
    • Norman explains that they can't lose that contract to Quest; if they do, that's the end of Oscorp. Sometimes, you have to take risks.
    • Stromm helps Norman get strapped into all the lab stuff one needs to get strapped into when you're testing out a potentially catastrophic serum on one's own self.
    • Norman downs a vial of something, and Stromm loads him into a large glass gas chamber.
    • The chamber quickly fills with green gas, obscuring our view of Norman. His vitals, displayed on a nearby computer, go off the charts.
    • The gas clears, and Stromm sees Norman convulsing violently. We're no nanoscientists, but this ain't good.
    • The test stops, and Norman stops shaking. Is he dead?
    • Stromm rushes into the gas chamber. Norman wakes up and grabs Stromm by the throat. "Back to formula?!" he snarls.
    • Then he throws Stromm through the glass wall of the chamber, 20 feet across the lab. Whoa.
    • Norman lunges across the chamber like an animal. He pauses for a moment to snarl like a tiger again, then the shot cuts away before he pounces on Stromm.
    • The next morning, Peter wakes up. Something is…off. For starters, he no longer needs his glasses. Then he catches his reflection in the mirror. He's suddenly buff.
    • Aunt May calls up to Peter's room, warning him that he's going to be late for school. Peter spies Mary Jane leaving her bedroom. Um, that's kind of creepy.
    • Peter bounds downstairs with a parkour flourish off the staircase and tells Uncle Ben and Aunt May he's feeling better.
    • He's in a fantastic mood. Waking up with 20 extra pounds of muscle and perfect vision will do that for you, we suppose.
    • Uncle Ben reminds Peter that they have big plans to paint the kitchen after school, and then Peter is off to catch the bus.
    • Mary Jane is leaving her house at the same time, and Peter overhears her father hurling insults at her. "You're trash!" he yells. "You're always gonna be trash."
    • Peter follows M.J. down the street to the bus stop. She stops to collect herself, and Peter practices what he would say to her, how he would ask her out.
    • Just then, Mary Jane's pals pull up in a convertible and offer her a ride.
    • As Peter watches M.J. drive off, the school bus whizzes past him. He chases after it, even managing to run alongside it for a few feet, but the driver doesn't stop. Kids on board tell him to catch a cab.
    • When Peter pounds on the side of the bus, a Midtown High banner attached to it gets stuck to his hand, and he inadvertently rips it off the bus.
    • Cut to the Osborns' penthouse. Harry comes into Norman's study to find his dad passed out on the floor. He has no memory of what happened the night before.
    • One of Norman's Oscorp associates rushes in and tells him that Dr. Stromm has been murdered.
    • Also? The flight suit and glider were stolen.
  • Scene 5

    Scene 5

    • Back at Midtown High, Peter is eating lunch alone. Mary Jane walks by and slips on spilled food. Peter's reflexes go into hyper-speed: he catches M.J., her tray, and all the food on it before it can hit the floor.
    • Mary Jane thanks him and says she'd never noticed that he has blue eyes before. Did he just get contacts? Peter stares at her like a golden retriever.
    • M.J. leaves, and Peter finds that he has a fork stuck to his palm. Then he finds that he has a web coming out of his wrist, attached to the fork.
    • Another web shoots across the cafeteria and sticks to a full lunch tray on the next table. Peter snaps it back toward him.
    • He ducks, and the tray full of food slams into the head and shoulders of the student behind him. Of course, it's Flash Thompson.
    • Brain snack! In the comics (as well as in subsequent film adaptations), Peter invents his web shooters; they aren't organic like they are here. What are the webs made of? Nobody knows for sure.
    • Peter bolts from the cafeteria, the now-empty lunch tray still attached to his web and trailing behind him like the world's saddest dog. Other students call him a freak.
    • Flash follows Peter to his locker and throws a punch. Peter knows it's coming, though. We see time slow down—which is to say, we experience it like Peter does—and Peter has plenty of time to avoid Flash's punches.
    • Peter tells Flash he doesn't want to fight.
    • Students gather around, and Flash and Peter fight. Peter expertly dodges Flash's punches, even flipping up in the air 15 feet over Flash's head.
    • The students are mystified and cheering. With one big gut punch, Peter sends Flash careening down the hallway, right into a teacher who drops his lunch tray on Flash's head.
    • The students cheer once more.
    • Peter looks surprised. Harry thinks the whole thing is awesome. M.J. looks shocked and concerned, and not in a good way. Peter runs off; the other students scatter.
    • Turns out, Peter didn't just leave the site of the fight; he left school. He runs into an alley. He looks at a nearby spider in its web, then looks at his wrist and the back of his hand. Still got that bite.
    • Then he examines his fingertips. They have little hairs growing off of them. Peter looks at the brick wall behind him and starts to climb up the side of the building—that's right, just like a spider.
    • Next, he runs from rooftop to rooftop, hooting and hollering and jumping 30 feet or so at a stretch. He's not quite able to leap tall buildings in a single bound, but dude is catching some serious hang time.
    • Once he's done testing out climbing and jumping, there's only one thing left to do: test his web shooters.
    • More specifically, he wants to test them out on the construction crane across the street. There's only one teensy-weensy problem: he doesn't know how to make his web shooters shoot.
    • Peter tries issuing different commands to his wrist like "go, web, go!" and even a "shazam!" Nothing works.
    • Eventually, he figures it out and snags the crane. He grabs hold of the web and swings off the rooftop, over the busy street below, screaming the entire way. He makes it to the rooftop on the other side, but he can't stop in time to avoid slamming into a wall—and then sliding down it like a cartoon character.
    • Peter gets home after dark to find the kitchen painted—whoops!—and a pleasant note from Uncle Ben telling him that dinner is in the oven.
    • We don't know about you, but if we blew off plans to help our elderly uncle paint the kitchen, he wouldn't be leaving us dinner.
    • Next door, M.J.'s parents are fighting. Loudly. It's impossible for Peter not to hear it. Frankly, we're surprised it doesn't wake up Uncle Ben and Aunt May. (We're just assuming they're home and asleep and not, say, out clubbing in Chelsea.)
    • Peter takes out the trash just as Mary Jane escapes into her backyard for a break from her abusive father. She asks Peter if he heard them, then acknowledges that it's kind of impossible not to.
    • M.J. tells Peter that the fight at school with Flash kind of freaked everybody out. Then talk turns to their plans after graduation.
    • Peter wants to go to the city and get a job as a photographer. Mary Jane wants to head to the city, too, to be a stage actress. She isn't sure she's got the chops, though.
    • Peter assures M.J. that she's a great actress and that she's going to light up Broadway one day.
    • She tells him he's taller than he looks. They share a moment.
    • Just then, Flash shows up and yells at M.J. to come check out the new car he just got. She leaves.
    • Cut to Peter looking at the car ads in the paper. They're all way out of his price range as an unemployed high school senior.
    • Then he spots an ad for amateur wrestlers. Three minutes in the ring can earn him a cool $3,000. That would be enough to get him a seriously used car. He's in.
    • Montage time! Peter sketches out a variety of costume ideas in a notebook. He tries out different symbols and color schemes as visions of Mary Jane—and a car—dance through his head.
    • Ultimately, he lands on a red and blue design similar to that of the Spider-Man outfit we know and love.
  • Scene 6

    Scene 6

    • The next day, Peter starts training, trying to get better control of his web shooters by snagging different items around his room, starting with a Dr Pepper can. Hello, product placement!
    • Aunt May comes to check on him and says that he's acting strange. Peter only opens his bedroom door a crack and says everything's cool, but he's, uh, not dressed.
    • Yeah, that's it. A wide shot reveals that his room is crisscrossed with webs.
    • Cut to the front page of the Daily Bugle. The headline? Oscorp may lose their big contract to Quest.
    • Norman opens the paper to an article that asks if this is the end of Norman Osborn. Then he hears creepy laughter that seems to be coming from the ceiling in his ritzy penthouse.
    • Back at Peter's house, Uncle Ben tells Aunt May that he wonders what's up with Peter; he's been acting all sorts of weird.
    • He offers to give Peter a ride to the library, presumably so they can have a little talk.
    • When they roll up to the library, Uncle Ben tells Peter they need to have a chat. Peter tries to resist.
    • Uncle Ben tells Peter a handful of things: first, he and Aunt May feel like they don't know Peter anymore.
    • Second, he gets that Peter's changing; he went through the same thing when he was that age.
    • Third, now's the time that Peter will decide what sort of man he's going to be, and he should think carefully.
    • Then he drops the line from the movie that's been quoted roughly a bazillion times for roughly a bazillion different purposes: "with great power comes great responsibility."
    • Peter responds to Uncle Ben's gentle reminder not to become a huge butthead by ordering his loving uncle to stop lecturing him and trying to pretend he's his dad.
    • Low blow, Pete. Uncle Ben is quiet and says he'll pick Peter up at 10 p.m.
    • Peter gets out of the car, and Uncle Ben drives away. Once Uncle Ben rounds the corner, out of sight, Peter begins walking in the opposite direction of the library. Hmm.
    • Cut to a wrestling ring and a crowd chanting "Bone Saw! Bone Saw!" Peter enters. Looks like it's time for him to try to win $3,000.
    • There's a long line of wrestlers waiting to sign up for their shot at Bone Saw McGraw.
    • When Peter checks in, the woman behind the table is extremely skeptical of Peter's chances of winning, and she seems pretty certain that Bone Saw is going to turn him into lunch meat.
    • The ring announcer tells Peter that he's up next and christens him "the amazing Spider-Man." Peter prefers "the Human Spider." We're with the ring announcer on this one.
    • (The Amazing Spider-Man is the full name of the Marvel comic-book series that has contained the main thread of Spidey's story line since it was launched in 1963. If you just happen to find The Amazing Spider-Man #1 under a layer of dust in your attic, it's worth several thousand bucks.)
    • The lights go up on Peter. His Spider-Man costume leaves a bit to be desired.
    • Peter enters the ring with Bone Saw and finds out it's a cage match. He's not happy. We don't blame him. Bone Saw taunts him. The crowd goes wild.
    • Peter begins the match by evading Bone Saw using his spider skills. Then Bone Saw whacks him a few times with a folding chair, like you do.
    • Bone Saw charges at Peter with a crowbar, and Peter kicks him in the face repeatedly. Bone Saw makes one final charge, and Peter sends him flying into the ropes.
    • Bone Saw is down for the count. Peter wins. Er, we mean Spider-Man wins.
    • Backstage in the office, the wrestling promoter only gives Peter $100 of the $3,000 mentioned in the newspaper ad.
    • The shady promoter explains that the ad said $3,000 for three minutes, but Peter pinned Bone Saw in only two.
    • It's a slimy move, and Peter is ticked off. He tells the promoter that he needs that money. The promoter tells him that's not his problem. Peter leaves.
    • A dude with a terrible blond dye job enters the promoter's office and tells the promoter to put all the money in his bag. Yup, he's robbing the joint.
    • The robber comes running down the hallway toward the elevator that Peter is waiting for. Instead of stopping him, Peter steps aside so the robber can get in and get away.
    • Just before the elevator door closes, the robber thanks him for helping him escape.
    • The security guard and the wrestling promoter approach Peter and both say, essentially, "What is wrong with you?"
    • In a callback to what the promoter told him just moments before, Peter tells the promoter that he missed the part where the robber was his problem.
    • The wrestling promoter returns to his office, and Peter looks super pleased with himself.
    • Out on the street, Peter waits for Uncle Ben to pick him up. A crowd has formed nearby; police are everywhere. Peter goes over to investigate. It's Uncle Ben. He's been shot by a carjacker. He dies, clutching Peter's hand.
    • Peter overhears the shooter's whereabouts and takes off running, changing into his homemade costume in an alley.
    • He begins jumping, swinging, and soaring across the city. He's still not great at it, but he spots Uncle Ben's car being driven by the carjacker, police in hot pursuit. Peter catches up with the carjacker and causes him to crash.
    • The carjacker takes off on foot. Peter finds him in a dark, abandoned building and starts beating him up.
    • The carjacker pleads with Peter to give him a chance. When the carjacker's face is illuminated by a police searchlight, Peter discovers that the carjacker is the robber he helped escape back at the wrestling event. He's shocked.
    • The robber chuckles and points his gun at Peter's head; Peter knocks it away and breaks the robber's arm.
    • The robber backs away, trips over a pipe, and falls out the window. The police order Peter to freeze, but he leaves.
    • Peter sits alone on a rooftop and then goes home and tells Aunt May the incredibly bad news.
    • We don't hear him tell her, we just see it, and it's heartbreaking. RIP Uncle Ben.
  • Scene 7

    Scene 7

    • Gen. Slocum is at the Quest Aerospace proving grounds to watch their exoskeleton and flight suit tests.
    • He tells a Quest exec that if the test goes well, they'll sign a contract ASAP. He'd like nothing more than to put Norman Osborn out of business. They take their places in the bunker to watch the tests out in the field.
    • The pilot in the flight suit lifts off. Just then, we hear a cackle like the one Norman heard in his penthouse, and then a green streak shoots through the night sky like a missile and blows up the pilot.
    • A green figure on a hoverboard flies toward the bunker and blows it up, too. Peace out, General.
    • Cut to Midtown High graduation day. Peter takes a photo with the chess club, and Aunt May tells him how proud she is. Norman gives Harry his congratulations and then essentially brushes him off so he can talk to Peter.
    • Norman tells Peter to try to enjoy the day, even though this is a difficult time right now. He also tells Peter that he's like a brother to Harry, and that if he needs anything, just call.
    • Once again, he's clearly more interested in Peter than he is in his own son.
    • Harry, meanwhile, witnesses Mary Jane breaking up with Flash.
    • Peter and Aunt May arrive home. Aunt May offers to fix him some food, but Peter declines and heads up to his room.
    • Cut to later that evening. Peter sits on his bed, crying. Aunt May enters. Peter tells her that he missed Uncle Ben a lot today and that he hates that he acted like a jerk the last time he saw him.
    • Aunt May reassures him that Uncle Ben loved him like crazy and knew he was destined for great things.
    • Peter pulls out his Spider-Man suit and a sketchbook. Uncle Ben's reminder that with great power comes great responsibility replays in his head.
    • Hold on to your butts, it's time for another montage.
    • Spider-Man has become famous.
    • He's also upgraded his costume. It looks way more professional. As we watch Spidey foil robberies and muggings, we get several New Yorkers' opinions on him. Most are positive.
    • These talking heads are interspersed with close-ups of newspaper headlines about Spider-Man's exploits, as well as shots of Spider-Man swinging through the city. He's finally got this web-slinging thing down.
    • At the offices of the Daily Bugle newspaper, we meet its pompous, fast-talking editor-in-chief, J. Jonah Jameson. He wants to know what this spider guy is doing on the front page of his paper. He thinks he's a criminal.
    • Once he finds out that Spider-Man is making his paper fly off newsstands, he quickly changes his tune and demands that they put an ad in the paper that says they'll pay big bucks for good photos of Spider-Man.
    • Now, who do we know that takes pictures…?
  • Scene 8

    Scene 8

    • Mary Jane comes storming out of the Moondance Diner; based on her outfit, it would appear she works there. Peter passes by on the street, then turns around and chases after her.
    • Mary Jane quickly covers her waitress uniform with her coat. Peter is in the neighborhood looking for a job, and M.J. says she's on her way to an audition.
    • Then she lies and says she was actually just leaving a job. Technically, we guess that's not a lie, but she makes it sound like she was just leaving an acting job, not waiting tables.
    • Peter thinks it's rad that she's living her dream. Then her boss, Enrique, waddles out of the diner and yells across the street at her that her drawer was short $6. M.J. is busted.
    • M.J. asks Peter not to tell Harry that she's waiting tables because she's dating Harry now—say what?!—and she worries that he'd think it was low.
    • Peter stifles his shock about his roommate dating Mary Jane and assures her it's not low, and here's why: A) she has a job and B) Harry doesn't exactly live on planet Earth.
    • Then they part ways, promising to catch up sometime.
    • Cut to Peter and Harry's apartment. Harry is struggling with his schoolwork. Norman is there, on the phone.
    • Harry tells Peter that Norman is there for his weekly inspection. Based on how nice the apartment is, it's a safe assumption that Norman is paying a hefty chunk of the rent.
    • Harry also asks Peter what's wrong. Peter was late to work again, and his boss, Dr. Connors, fired him. Harry asks Peter where he goes all the time, and Peter answers with a vague "around."
    • Villainous brain snack! Dr. Connors is the alter ego of Spider-Man villain the Lizard.
    • Unfortunately, the Sam Raimi Spider-Man adaptations, of which this is the first, never got around to using him.
    • Norman gets off the phone and asks Peter to spill the beans on this mystery girl Harry's been dating. Peter says he hasn't heard anything about Harry dating anybody and gives Harry some serious stink eye.
    • Desperate to change the subject, Harry tells his dad that Peter is looking for work.
    • Norman says he'll make some calls. Peter says thanks, but no thanks: he likes to earn what he gets. Norman is once again impressed by Peter.
    • Peter spots the Daily Bugle ad for pictures of Spider-Man on the counter. You can practically see the light bulb go off over his head.
    • Cut to a pack of goons robbing an armored car. Spider-Man swoops in and saves the day as flashbulbs go off. We see a camera rigged up in a web.
    • Cut to Jameson's office. He's rifling through a handful of seriously awesome Spider-Man pix that Peter has presented to him.
    • Jameson tries to lowball him, then agrees to pay him $300. Peter says he wants a job. Jameson says it's freelance or nothing and kicks him out, but not before ordering Peter to bring him more pictures.
  • Scene 9

    Scene 9

    • Norman is holding a board meeting at the Oscorp offices. He brags about how Oscorp beat out Quest. Costs are down. Revenues are up. Their stock has never been higher.
    • Balkan, one of the board members, tells him that's great—and that's also why the board has decided to sell Oscorp to Quest, which is regrouping after the bombing, i.e., when that green guy blew up the bunker and Quest proving grounds.
    • Oh, and the deal is off if Norman comes with it, so the board expects him to resign within 30 days.
    • Predictably, Norman is shocked and wicked angry. He alternates between rage and pleading, asking them if they know how much he's sacrificed.
    • Fargas says he's sorry; Oscorp is going to announce the sale after the World Unity Festival.
    • Balkan seems to enjoy reiterating to Norman that he's out. "Am I?" Norman asks with a creepy smile.
    • Cut to the festival. It's a massive party in Times Square, with tons of people and balloons.
    • Peter is roaming around taking photos of the crowd, which is filled with people in various forms of national garb (think lederhosen, for starters).
    • Through his zoom lens, he spots Harry and M.J. on the balcony of the Oscorp building high above. They're dressed to the nines and having an argument.
    • Oscorp board members Balkan and Fargas are there, too. Norman is MIA.
    • Harry spots Peter down below, staring at them. Harry says he needs to go inside and get his drink, and he turns to leave.
    • Just then, Peter's spidey sense goes off. You know what that means: something's about to go down.
    • Peter spots an object flying toward the festival, smoke trailing behind it. As it gets closer, Balkan identifies it as the Oscorp glider.
    • The crowd below stops to watch. They cheer as the man on the glider passes by, believing it's part of the festival. Then the glider circles back.
    • It heads straight for the balcony, and the rider starts throwing pumpkin bombs at it. The balcony starts to crumble. The crowd starts to scatter.
    • A big chunk of the balcony breaks off. Mary Jane is on it. She screams and calls for Harry to help her.
    • Peter starts running down the street and tears open his shirt to reveal his Spider-Man suit underneath.
    • We finally get a look at the guy on the glider. It's the Green Goblin, a classic Spider-Man villain, at least in the comics.
    • He lobs another pumpkin bomb onto the balcony, right next to Balkan and Fargas. "Out, am I?" he snarls.
    • Yup, Norman Osborn is the Green Goblin.
    • The bomb explodes, turning Balkan and Fargas into skeletons. We're not going to lie, even by 2002 standards, it's kind of a goofy-looking special effect.
    • Spider-Man shows up and saves a kid from getting crushed by a falling festival facade, and then he and the Green Goblin duke it out, flinging each other across the plaza.
    • The Green Goblin fires at Spider-Man with his glider. Spider-Man rushes to save Mary Jane, who's still stranded on the very slowly crumbling Oscorp balcony.
    • The Green Goblin tries to interfere, but after Spider-Man shoves a hand into his glider's guts, thoroughly messing up the glider's functionality, the Green Goblin retreats, promising Spider-Man that they'll meet again.
    • Just then, the balcony chunk fully breaks off, and Mary Jane falls toward the street below. Spider-Man dives down and saves her, just in the nick of time, and they swing away to safety, M.J. holding on tight to Spider-Man.
    • Spidey deposits M.J. on a nearby rooftop garden. When she asks who he is, he just says he's her friendly neighborhood Spider-Man and then takes off.
    • She watches him swing down the street, crushing on Spidey something fierce.
    • Cut to Peter and Harry back at their apartment. Harry is on the phone with M.J. She thinks Spider-Man is "incredible," and that's got him all sorts of insecure.
    • He wants to come over. She says thanks, but no thanks.
    • He suggests breakfast in the morning—and buying her something because it'll make her feel better. Gross.
    • Peter finds the whole thing amusing. Good for you, Pete.
    • Harry tells Peter that he should've told him about Mary Jane. He adds that he's crazy about her, and that, well, Peter never made a move, so… Peter says Harry's right.
    • Harry heads up to bed, but not before asking Peter what the heck that thing was at the festival—you know, the "thing" that was his dad on a hoverboard.
    • Peter says he doesn't know, but whatever it was, somebody has to stop it.
  • Scene 10

    Scene 10

    • Norman is at home in his penthouse, having a drink in his bathrobe, when he hears a voice talking to him. The voice sure sounds a lot like, well, Norman.
    • He tracks the voice down, and it is him. Norman has a long conversation with himself in the mirror—except it's not himself he's talking to, it's the Green Goblin—even though it just looks like a crazy dude in a bathrobe talking to himself in the mirror.
    • The Green Goblin tells Norman that he, the Green Goblin, is Norman's greatest creation: he says what Norman won't and does what Norman can't.
    • Oh, and BTW, they killed Balkan and Fargas yesterday. Norman doesn't remember doing it. Seems pretty clear ol' Norm has a split personality.
    • The Green Goblin also says that there's only one person who can stop them. Unless, get this, what if he joined them? Seems pretty clear that one person is your friendly neighborhood Spider-Man.
    • Over at the Daily Bugle, Jameson proudly shows Peter the latest front page and takes credit for giving the Green Goblin his sobriquet.
    • Peter tells Jameson that he's slandering Spider-Man by claiming in the paper that Spidey was out to do harm—Spider-Man was trying to save lives.
    • Jameson corrects Peter. That's not slander; in print, it's libel. Then he chucks the end of his cigar out the window. He's a real charmer.
    • Just as Peter is leaving, the cigar butt comes flying back in the window. It's followed by the Green Goblin on his glider, who busts through the wall of Jameson's office, grabs him in a choke hold, and demands to know who takes pictures of Spider-Man.
    • Jameson claims he doesn't know; they get sent in by mail. Maybe he's not so bad, after all. Peter watches from the hallway; then Spider-Man suddenly appears outside the window.
    • The Green Goblin sprays a mist at Spider-Man that makes him pass out. He tumbles toward the street below. The Green Goblin scoops him up on his glider and flies away.
    • Cut to a rooftop. It's nighttime, and Spider-Man is slumped against a skylight.
    • The Green Goblin informs him that he's not dead—yet. He's just temporarily paralyzed.
    • Being immobilized means Spider-Man just has to sit there and listen while the Green Goblin unleashes a monologue.
    • The gist? According to Gobby, he and Spider-Man aren't that different. Also, the people of New York will one day turn on Spider-Man, despite all the sacrifices he makes for them.
    • Gee, that kind of sounds like the experience of a certain deposed Oscorp exec we know.
    • Finally, the Green Goblin thinks they should team up and work together. He doesn't really explain what they'd be teaming up to accomplish, but we're willing to bet it's not good.
    • The Daily Bugle is being delivered around the city. One headline proclaims that the Green Goblin and Spider-Man terrorized the Bugle offices.
    • Another paper says that Spider-Man is a wanted man and citizens are calling for his arrest. Peter spots a copy. He looks seriously bummed out, and the Green Goblin's words replay in his head: "in spite of everything you've done for them, eventually, they will hate you."
    • Peter meets Mary Jane outside of an audition. She says it didn't go well.
    • Peter offers to take her out for a burger. She says that sounds great until she remembers she has dinner plans with Harry.
    • She invites Peter to come, too, because who doesn't love playing third wheel to your roommate and the next-door neighbor you've been in love with literally your entire life?
    • Peter says thanks, but no thanks. Then he asks how things are going with Harry but stops himself. It's none of his business.
    • Seemingly out of nowhere, Mary Jane then begins flirting with him, teasing him about his interest in her relationship. How weird is it? She ends by saying, "I'd better run, tiger." Tiger?
    • Mary Jane leaves and is followed down the street by a gang of thugs. They surround her in a dark alley and start making kissing noises and barking at her. We see Peter chasing after them from above and changing into his Spidey suit.
    • The gang rips off M.J.'s coat. She tries to fight back, and one of them pulls a knife.
    • Just then, Spider-Man shows up, sans mask, and beats up the thugs. They run away.
    • M.J. approaches Spider-Man, but he disappears down another alley only to reappear, hanging upside down off the building, mask intact.
    • Mary Jane pulls down the bottom of the mask and gives him a passionate kiss. He's upside down. It's raining. This must be torture on Peter's sinuses.
    • Spider-Man disappears. M.J. is giddy. Sorry, Harry.
  • Scene 11

    Scene 11

    • An apartment building is on fire. A frantic woman argues with the firefighters—her baby is still in there!
    • Wait! Here comes Spider-Man. He saves the baby and returns it to its super grateful mother. The police try to arrest him. That seems fair.
    • More screams erupt from the fiery apartment building above. Spider-Man says he's going in, and he's sure as heck not coming back to get arrested. The cop hesitates but tells him to go.
    • Inside the building, Spider-Man locates the screaming woman—only that's no woman, it's the Green Goblin. He wants to know if Spider-Man has considered his offer to team up. He has; the answer is a big, fat no.
    • Spider-Man and the Green Goblin fight in the burning building. They trade kicks and throw punches; the Green Goblin throws spinning blades.
    • Spider-Man dodges all but one, and that one tears his sleeve. The Green Goblin tells Spider-Man that no one says "no" to him.
    • The scene cuts to Norman, woozy, riding the elevator up to Harry and Peter's apartment. Inside, Harry and M.J. scramble to tidy things up while Aunt May toils away in the kitchen. It's Thanksgiving.
    • Harry introduces Norman to Mary Jane. It's the first time they've met—if you don't count when the Green Goblin almost killed her at the World Unity Festival, of course. Mary Jane looks super uncomfortable.
    • Now the only one missing is Peter. Spider-Man swings down the street and into Peter's bedroom with a thud.
    • Aunt May says that's weird; she didn't know Peter was home all this time. Speaking of weird, the whole gang goes up to Peter's room to investigate, even Norman.
    • Peter, in his Spider-Man costume, minus the mask, sticks to the ceiling, out of sight.
    • A single drop of blood from the cut on his arm splashes on the floor. Norman turns around, having heard.
    • Say what you will about those Oscorp performance enhancers, but they do wonders for one's hearing. Norman looks at the blood, then looks up at the ceiling. Peter's not there.
    • Norman snarls like the Green Goblin and goes to the window. He looks up and down, but Peter is stuck under the balcony, out of sight.
    • Peter bursts into the apartment's front door and apologizes for being late. He got caught up trying to snag some cranberries.
    • Everybody takes their seats. Aunt May puts the bird on the table and asks Norman to do the honors. Yeah, Aunt May, we're not sure that handing that guy a giant knife is the best idea ever.
    • Aunt May notices that Peter's forearm is bleeding; it's starting to stain his shirt. Norman looks at it suspiciously.
    • Peter lies and says he got clipped by a bike messenger. Norman looks at it even more suspiciously and asks Peter to repeat how he got it. Peter reiterates that it was a bike messenger, and Norman suddenly says he has to go.
    • Out in the hall, Harry digs into Norman for ditching the holiday dinner he arranged specifically so Norman could meet M.J.
    • Norman tells Harry she's just after his money and advises his son to use her for what he wants, then dump her.
    • M.J. can hear the whole conversation from inside the apartment. So can Peter and Aunt May.
    • When Harry goes back inside, Mary Jane calls Norman a creep. Harry disagrees and tells Mary Jane to shut up about stuff she doesn't understand. M.J. leaves, and Aunt May admonishes Harry.
  • Scene 12

    Scene 12

    • Back at his penthouse, Norman's Green Goblin mask tells him that, although Spider-Man is invincible, Peter isn't. They're going to hit him where it hurts: the heart. (Not literally.)
    • Also, we're pretty sure the mask isn't literally talking to Norman, either.
    • Even though it's perched atop a chair and Norman is addressing it directly—even getting down on his hands and knees in front of it—it still seems like we're supposed to understand that the voice is in his head, and Norm has lost it.
    • Cut to the Parker household. Aunt May is kneeling beside her bed, saying her bedtime prayers and looking at a photo of Uncle Ben. Aww.
    • Just then, the Green Goblin interrupts her, blowing up the entire side of her bedroom and hovering there on his glider.
    • He demands that Aunt May finish her prayer, the Lord's Prayer, because she was just about to say the "deliver us from evil" part, and Gobby is proud to be evil. She obliges.
    • Cut to Aunt May's hospital room. Peter rushes in.
    • She's pretty out of it, and while the nurses say that she'll be okay, they don't tell Peter what, exactly, is wrong.
    • "Those eyes! Those horrible yellow eyes!" Aunt May moans as Peter is ushered right back out of the room. Out in the hall, Peter realizes that the Green Goblin knows who he is.
    • Later that night, Peter sits by Aunt May while she sleeps. He holds her hand. A framed photo of Peter, Aunt May, and Uncle Ben sits by her bedside.
    • Peter gazes at the photo and then apologizes to Aunt May.
  • Scene 13

    Scene 13

    • The next day, Mary Jane comes to visit Aunt May with Peter. Aunt May is asleep.
    • Peter asks how things panned out with Harry. M.J. says he called, but she ignored it. She thinks she's in love with somebody else, anyway.
    • Aunt May opens her eyes just a smidge and smiles.
    • Turns out, M.J. thinks she's in love with Spider-Man. Peter tells her that he knows him; he's kind of his unofficial photographer.
    • M.J. wants to know if Spider-Man has asked about her. Peter says he has; he wanted to know what Peter thought of her.
    • Naturally, M.J. wants to know what Peter told Spider-Man, so Peter tells M.J. that, in a nutshell, he thinks Mary Jane is the most amazing creature to walk the earth.
    • M.J. can't believe that Peter said all that awesome stuff about her, and she looks deep into his eyes.
    • Aunt May opens her eyes and smiles, and then she closes them again. Mary Jane takes Peter's hand.
    • Harry comes in with a bouquet of flowers. Peter abruptly drops M.J.'s hand, but Harry definitely saw them. He doesn't look too stoked about it.
    • Harry arrives home and hears weird cackling coming from upstairs. He calls after his dad. Norman shows up, and Harry tells him that he was right about M.J.
    • She's in love with Peter, and Peter's in love with her. In fact, Peter has been in love with her since they were kids; there's nobody he cares about more.
    • You can practically hear the Green Goblin's glider start its engine up on the roof or in the glider stable or wherever it is you keep a stolen military-grade glider prototype.
    • Norman tells Harry he's sorry about M.J. and that he's sorry for being such a crappy dad. He's proud of Harry, and he's going to make things right. They hug it out.
    • Back at the hospital, Peter is asleep, facedown in his homework at Aunt May's bedside. She wakes him up and tells him to go home; she's safe there.
    • She also admits to overhearing the tender moment that he and M.J. shared. She suggests that Peter tell M.J. how he really feels about her—after all, everybody else already knows.
    • Recognition flashes across Peter's face. If everybody knows he loves M.J., that means the Green Goblin knows he loves M.J., and that means she's his next target.
    • Peter rushes to a pay phone, but he gets M.J.'s answering machine.
    • Peter leaves a message, hoping that Mary Jane is actually home and picks up. The Green Goblin picks up and asks if Spider-Man can come out to play. It's on.
  • Scene 14

    Scene 14

    • Mary Jane wakes up on top of the Queensboro Bridge. The Green Goblin glides past a suspended Roosevelt Island Tramway car full of kids. Then he blows up the base of the bridge.
    • The tram car's suspension line breaks, and it plummets toward the river below. The Green Goblin grabs it.
    • Spider-Man swings into action and finds the Green Goblin standing atop the bridge. He has the tram cable in one hand and Mary Jane dangling off the side of the bridge in the other.
    • The Green Goblin gleefully tells Spider-Man he must choose: the love of his life or a tram car full of innocent kids. Then he lets go of M.J. and the tramway cable simultaneously.
    • We see M.J. falling toward the water in slow motion. Very dramatic. Peter dashes after her and saves her.
    • Guess he made his choi—wait, what's this? Peter keeps swinging and saves the tram car, too.
    • He and M.J. hang from a web stuck to the bottom of the bridge that Spider-Man is holding in his left hand; in his right hand, he's holding on to the tram car by its cable.
    • It's still way too high above the water for anyone to jump to safety. A nearby barge heads over to intercept the tram
    • The web attached to the bridge starts to give; Spider-Man tells Mary Jane to climb down to the tram. She doesn't think she can do it, but Spider-Man assures her that she can. He's right, of course.
    • The Green Goblin flies by and tries to take out Spider-Man, or at least make him drop the tram. Spider-Man fends him off.
    • A large crowd of people has gathered on the bridge, and they're hurling stuff at the Green Goblin. "You mess with one of us, you mess with all of us!" shouts one proud New Yorker.
    • We assume the debris they're throwing is from the bridge's destruction; either that, or they all carry around a bunch of broken pipes on the regular.
    • Spider-Man safely lowers the tram car onto the barge. Mary Jane and the kids are okay. Phew. All the New Yorkers cheer like mad for their main man, Spidey.
    • Guess the Green Goblin was wrong about how people would treat Spider-Man.
    • The Green Goblin flies by and lassos Spider-Man. He flings him into an abandoned building, then he launches a pumpkin bomb at him. It explodes in Spider-Man's face, ripping off part of his mask.
    • Spider-Man and the Green Goblin trade punches. Actually, it's more like the Green Goblin just beats up on Spider-Man.
    • Spider-Man slows him down with a web, but that's about it. The Green Goblin launches Spider-Man into a brick wall. Spidey tries to shoot a web, but the Green Goblin steps on his wrist.
    • The Green Goblin tells Spider-Man it's over, and, since he was so selfish and ticked off the Green Goblin, he's going to kill M.J. nice and slow.
    • Then he tries to stab Spider-Man in the face with a trident, like you do, but Spider-Man summons the strength to stop him.
    • Spider-Man throws the Green Goblin into another brick wall and then uses his web to send the wall crashing down on the Green Goblin.
    • The Green Goblin climbs out, and Spider-Man starts wailing on him. The Green Goblin rips off his mask. Norman tells Peter to protect him from the Green Goblin.
    • Norman says that it wasn't him doing all the killing; it was the Green Goblin.
    • While Norman pleads with Peter, he secretly presses a button on his flight suit, and his glider appears, behind Peter.
    • Peter can't see it. Either that's not Norman talking to Peter, or Norman and the Green Goblin have finally merged into one single and seriously evil dude.
    • Next, Norman claims that he's been like a father to him, so Peter should be like a son to him now, which we're assuming means he think Peter should let him go.
    • Peter says he has a dad: his name was Ben Parker.
    • Aww.
    • Norman's face changes. "Godspeed, Spider-Man," he says, and his glider comes flying toward Peter, blades at the ready.
    • Peter jumps out of the way, and Norman gets impaled by his own glider.
    • Peter watches as Norman dies. Before he kicks the bucket, Norman asks Peter not to tell Harry.
    • Cut to the Osborn penthouse. Spider-Man lays Norman's corpse on the couch.
    • Harry walks in. "What have you done?" he yells, grabbing a gun. But Spider-Man is already gone.
  • Scene 15

    Scene 15

    • At Norman's funeral, Peter offers his condolences to his roommate. Harry vows revenge on Spider-Man, then tells Peter he's the only family he has.
    • Well, that's all going to turn out well, we're sure.
    • Peter visits Uncle Ben's grave. Mary Jane comes over and gives him a hug. Then she confesses that when she was on top of the Queensboro Bridge and she was afraid she was going to die, she was thinking of him.
    • Not Spider-Man. Peter.
    • Then she tells him she loves him. They smooch it up. In a cemetery.
    • Peter tells us via a voice-over that he wanted to tell her he loves her. But he tells Mary Jane that he'll always be her friend. That's all he has to give. She cries. He leaves. What the what??
    • M.J. touches her lips and gives off a look that says, "Hang on…did I kiss Peter upside down in an alley after I almost got assaulted while he was dressed up as Spider-Man and his nose was filling up with rainwater?"
    • You know, that look. She watches Peter walk away.
    • We watch Peter walk away, too, and through more voice-over, he tells us that, no matter what happens, he'll never forget Uncle Ben's words: "with great power comes great responsibility."
    • It's his gift and his curse. You know why? Because he's Spider-Man, y'all.
    • Cut to Spider-Man soaring through the streets of New York. He pauses on a flagpole next to an enormous American flag, then swings straight into the camera.