Spider-Man (2002) Script

Who am I? You sure you want to know?

The story of my life is not for the faint of heart.

If somebody said it was a happy little tale...

...if somebody told you I was just an average guy, not a care in the world...

...somebody lied.

But let me assure you, this, like any story worth telling...

...is all about a girl.

That girl. The girl next door. Mary Jane Watson.

The woman I've loved since before I liked girls.

I'd like to tell you that's me next to her.

Aw, heck, I'd even take him.

Hey! Stop the bus!

That's me.

Tell him to stop! Please!


Hey! Stop the bus!

Stop! He's been chasing us since Woodhaven.

Catch a cab, Parker!

Thank you. I'm sorry I'm late.

What a geek!

Don't even think about it. You're so lame, Parker.

Would you date him?

Midtown High seniors.

No wandering. Proceed direct... Knock it off.

Remember, it is a privilege to be here.

We're guests of Columbia University's Science Department.

So behave accordingly.

Let's not have a repeat of our trip to the planetarium.

Come on, stay together.

Proceed up the steps and into the building.

Where were you? Checking out the library.

Looking at the books. Yeah, right.

Can we drive around the corner? Why?

The entrance is right there.

Dad, this is public school. I can't show up in a Rolls.

I should trade my car for a Jetta...

...because you flunked out of private school?

It wasn't for me. Of course it was.

Don't ever be ashamed of who you are. I'm not ashamed of who I am.

It's just...

Just what, Harry?

Forget it.


Hi, Harry. Hey, man. What's up?

Won't you be needing this? Thanks.

This is my father, Norman Osborn. I've heard so much about you.

It's an honor, sir. Harry says you're a science whiz.

I'm something of a scientist myself.

I read your research on nanotechnology. Brilliant.

You understood it? Yes, I wrote a paper on it.

Impressive. Your parents must be very proud.

I live with my aunt and uncle. Hey, you two! Let's move!

Nice to meet you. Hope to see you again.

He doesn't seem so bad. Not if you're a genius.

I think he wants to adopt you.

There are over 32,000 known species of spider in the world.

They're in the order Araneae, divided into three suborders.

That's amazing!

This is the most advanced electron microscope on the East Coast.

It's unreal.

Arachnids from all three groups possess...

...varying strengths to help them search for food.

For example, the Delena spider, family Sparassidae...

...has the ability to jump to catch its prey.

For the school paper?

Next, we have the net web spider, family Filistatidae...

...genus Kukulcania.

Spins a funnel-shaped web whose strands have a tensile strength...

...proportionately equal to the high-tension wires used in bridges.

Leave him alone. Or what?

Or his father will fire your father.

What's Daddy gonna do? Sue me?

What is going on?

The next person who talks will fail this course.

This spider... Let's go.

...hunts using reflexes with nerve-conduction velocity so fast...

...that some researchers believe it borders on precognition.

An early awareness of danger. Jerks.

A spider-sense.

Hey, look at that spider.

Some spiders change colors to blend into their environment.

It's a defense mechanism.

Peter, what makes you think I'd want to know that?

Who wouldn't?

Over five painstaking years, Columbia's research facility...

You gonna talk to her now? Oh, no. Come on. You talk to her.

With these DNA blueprints, we have begun what was once thought impossible.

Disgusting. Yeah, hateful little things.

I love them!

Yeah, me too.

You know, spiders can change their color...

...to blend into their environment. Really?

Yeah, it's a defense mechanism. Cool. transfer RNA to encode an entirely new genome...

...combining the genetic information from all three...

...into these 15 genetically designed super-spiders.

There's 14.

I beg your pardon?

One's missing. Yeah.

I guess the researchers are working on that one.

Do you know that this is the largest electron microscope on the East Coast?

You were talking throughout that woman's entire presentation.

Let's talk about listening.

I don't know what it's like at those fancy private schools...

...but at Midtown High...

Could I take your picture? I need one with a student in it.

Sure. Great.

Where do you want me? Over here?

Yeah, that's great.

Don't make me look ugly.

That's impossible.


Is that good? Great.

That's great.

M.J., let's go!

Wait. Thanks!

Parker, let's do it.

We've solved the horizon glide and the balance issues.

I've already seen the glider.

That's not what I'm here for.

General Slocum, good to see you again.

Mr. Balkan, Mr. Fargas.

Norman. Mr. Osborn.

Always a pleasure to have our board of directors visit.

I want the report on human performance enhancers.

We tried vapor inhalation with rats. Their strength increased by 800%.

Excellent. Any side effects?


All the tests since have been successful.

In the trial that went wrong, what were the side effects?

Violence, aggression...

...and insanity.

What do you recommend? That was only one test.

Except for Dr. Stromm, our staff certifies the product...

...ready for human testing. Dr. Stromm?

We need to take the whole line back to formula.

Back to formula? Dr. Osborn.

I'll be frank with you.

I never supported your program. We have my predecessor to thank for that.

The general has approved Quest Aerospace...

...to build a prototype of their exoskeleton.

They test in two weeks. And if your performance enhancers...

...have not had a successful human trial by that date...

...I'm gonna pull your funding. I'm going to give it to them.

Gentlemen. Ladies.

And the Lord said, "Let there be light." And voilą! There is light.

Forty soft, glowing watts of it.

Good boy. God will be thrilled. Just don't fall on your ass.

I'm already on my ass, May.

When the plant's senior electrician is laid off after 35 years...

...what would you call it? I am on my ass.

Hand me that dish. The green one.

The corporation is downsizing the people...

...and upsizing their profits.

Oh, Ben, you'll get another job somewhere.

Well, let's look in the paper and see.

There are the want ads. What do we got here?


Computer salesman, computer engineer, computer analyst.

My Lord, even the computers need analysts these days.

I'm 68. I'm too old for computers, and besides, I have a family to provide for.

I love you. And Peter loves you.

You're the most responsible man I've ever known.

We've been down-and-out before. But somehow, we survive.

Hi, sweetie. You're just... Just in time for dinner.

How you doing? How was the field trip?

I don't feel well. I'm gonna go to sleep.

You won't have a bite? Had a bite.

Did you get some pictures, Peter?

I gotta crash. Everything's fine.

What's that all about?

In this recombination lab...

...we use synthesized transfer RNA to encode an entirely new genome...

...combining the genetic information from all three...

...into these 15 genetically designed super-spiders.

Dr. Osborn, please. The performance enhancers aren't ready.

The data just doesn't justify this test.

Now, I'm asking you for the last time. We can't do this.

Don't be a coward.

Risks are part of laboratory science.

Let me reschedule, with a medical staff and a volunteer.

Just give me two weeks. Two weeks?

In two weeks? We'll have lost the contract to Quest and OSCORP will be dead.

Sometimes you gotta do things yourself.

Get me the Promachloraperazine. For what?

It begins catalyzation when the vapor hits the bloodstream.

40,000 years of evolution...

...and we've barely tapped the vastness of human potential.

Oh, that's cold.



Oh, my God.

Oh, my God!

Oh, my God! Norman!

Back to formula?


Peter? Yeah?

Are you all right?

I'm fine.

Any better this morning? Any change? Change?

Yep. Big change.

Well, hurry up. You'll be late. Right.


Goodness me! Jeez. I thought you were sick.

I got better. See?

Bye, guys. Have you got your lunch money?

Don't forget, we're painting the kitchen after school.

Sure, Uncle Ben. Don't start without me.

And don't start up with me.

Teenagers. Raging hormones. They never change.

You're trash! You're always gonna be trash!

I have to go to school. Who's stopping you?

Hi, M.J.

Hey, M.J.

I don't know if you realize this, but we've been neighbors since I was 6.

And I was wondering if we could get together sometime?

I got the car. Hop in.

Do something fun? Or, I don't know.

I thought it'd be time to get to know each other.

Or not.

Sorry, Parker, the bus is full!

Stop the bus! Catch a cab!

Tell him to stop.

Check him out! Dork!


Dad, are you all right?


What are you doing on the floor?

I don't know.

Have you been there all night?

Last night I was...


I don't remember. Mr. Osborn?

Sir, I asked her to wait.

My father's not feeling well... Mr. Osborn, Dr. Stromm is dead.


They found his body in the lab. He's been murdered, sir.

What? And the flight suit and the glider...

What about it? Stolen, sir.

Wow! Great reflexes!

Thanks. No problem.

Hey, you have blue eyes. I didn't notice without your glasses.

You just get contacts?

Well, see you.

What happened? He's freaking weird.

Did you see that?


It's a fight! Think you're funny?

It was an accident. So is my breaking your teeth.

Flash, stop. I don't want to fight you.

I wouldn't want to fight me neither. Kick his ass.

Help him, Harry.

How'd he do that?

Which one?

He's all yours, man.

Flash, get up!

Jesus, Parker, you are a freak.

That was amazing.

I'm out of here. Come on.

Go, web!


Up, up and away, web.


Go! Go!

Go, web, go!


Is she back with the beer yet? What?

Bring me some beer.

Get up off your ass. I paid for beer...

Stop yelling. Stop it!

You're as stupid as your mother.

Where's she going? Where you going?

The dishes aren't done. Somebody's gotta do dishes.

Why don't you do them? Get in here and do the dishes.

You do them. They're yours, anyway. I'm going out!

Were you listening to that? No.

Well, I heard, but I was just taking out the trash.

I guess you can always hear us.

Everybody shouts.

Your aunt and uncle don't.

Oh, they can scream pretty good sometimes.

Listen, M.J., about today at school with Flash...

You really freaked us out.

I'm sorry. Is he okay?

He's just happy you didn't give him a black eye for graduation.

So where are you going after you graduate?

I wanna move into the city.

And hopefully, get a job as a photographer.

Work my way through college.

What about you?

Headed for the city too.

Can't wait to get out of here.

I wanna...


No, come on. Try me.

I wanna...




Oh, that's perfect.

You were awesome in all the school plays.

Really? Yeah.

I cried like a baby when you played Cinderella.

Peter, that was first grade.


...even so.


...you know people.

You can just see what's coming.

What do you see coming for you?

I don't know.

Whatever it is, it's something I never felt before.

And what for me?

For you?

You're gonna light up Broadway.

You know...

...you're taller than you look.

I hunch.


Hey, M.J.! Come take a ride in my new birthday present.

Come on.

I gotta go.


Oh, my God, it's gorgeous! Yeah, right.

Look at it! Hop in.

Oh, my God. What a cool car!

Pretty tight, huh?

Wait till you hear the sound system. Hey, don't scratch the leather.

Cool car.

What's going on in there?

I'm exercising. I'm not dressed, Aunt May.

Well, you're acting so strangely, Peter.

Okay. Thanks.

Something's wrong. Maybe he's too embarrassed to tell me.

Maybe I'm too embarrassed to ask him.

I just don't know anymore.

I'm going to the library. See you later.

Wait. I'll drive you there. I'll take the train.

No, I need the exercise. Go on. Go, go.

Thanks for the ride, Uncle Ben. Wait. We need to talk.

We can talk later. Well, we can talk now. If you let me.

What do we have to talk about? Why now?

We haven't talked for so long. May and I don't know who you are.

You shirk your chores. You have all those weird experiments in your room.

You start fights at school. I told you I didn't start that fight.

You sure finished it. Was I supposed to run away?

No, you're not supposed to run away, but...

You're changing. I went through exactly the same thing at your age.

No. Not exactly.

These are the years when a man changes...

...into the man he's gonna become the rest of his life.

Just be careful who you change into.

This guy, Flash Thompson, he probably deserved what happened.

But just because you can beat him up...

...doesn't give you the right to.

Remember, with great power comes great responsibility.

Are you afraid I'll become a criminal? Quit worrying about me, okay?

Something's different. I'll figure it out. Stop lecturing.

I don't mean to lecture or preach. And I know I'm not your father.

Then stop pretending to be!


I'll pick you up here at 10.

Bone Saw! Bone Saw! Bone Saw!

One, two, three. That's it! Who's the man?

Ladies and gentlemen...

...give it up for Bone Saw McGraw.

For $3000...

...is there no one here man enough to stay in the ring...

...for three minutes with this titan of testosterone?


I know who.

The Flying Dutchman!


There's no featherweight division here. Next.

No, no. Sign me up.

Okay. You understand the NYWL is not responsible...

...for any injury you may and probably will sustain in said event?

And you're participating under your own free will?

Down the hall to the ramp. May God be with you. Next.

Told you! Told you!


Next victim!

Are you ready for more?

Bone Saw is ready!

Will the next victim please enter the arena at this time?

If he can withstand just three minutes in the cage with Bone Saw McGraw...

...the sum of $3000 will be paid to...

What's your name, kid? The Human Spider.

That's it? That's the best you got?

Yeah. Oh, that sucks.

The sum of $3000 will be paid to...

...the terrifying, the deadly...

...the amazing Spider-Man!

It's "The Human Spider." Get out there.

No, he got my name wrong. Get out there, moron.

Bone Saw will eat you up and spit you out.

I hope you brought your mommy.

We'll break you! You'll need someone to cry to.

I'm gonna rip all eight of your feeble legs off one by one.

Oh, my God!

Oh, my legs!

Oh, God. I can't feel my legs.

Kill! Kill! Kill!

Cage! Cage! Cage!


Hello? Guys?

Will the guards please lock the cage doors at this time?

This is some kind of mistake. I didn't sign up for a cage match!

Unlock the thing! Take the chain off!

Hey, freak show!

You're going nowhere.

I got you for three minutes.

Three minutes of playtime.

What are you doing up there? Staying away from you.

That's a cute outfit. Did your husband give it to you?

Finish him off!

Smash him!

Hit him! Harder!

Kick his spider ass!

Hit him!

One, two, three!

That's it! That's it! Winner!

Ladies and gentlemen, give it up for the new champion, Spider-Man!

Now get out of here.

A hundred bucks? The ad said 3000.

Well, check it again, webhead.

It said three grand for three minutes. You pinned him in two.

For that, I give you 100. You're lucky to get that.

I need that money.

I missed the part where that's my problem.

Hey, what the hell..? Put the money in the bag.

Hurry up!

Hey! He stole the gate!

Stop that guy!

Stop him! He's got my money!


What's wrong with you? You let him go!

Cut him off and call the cops!

You could've taken that guy apart. Now he'll get away.

I missed the part where that's my problem.

You gotta get back. I can't see. What happened?

Old dude, man.

Come on, folks. Keep moving, please. Keep moving. Let's go!

What happened? Someone got hurt.

Excuse me. Excuse me. Excuse me. Stay back.

Stay back! That's my uncle!

What happened? Carjacker. He's been shot.

We just called the paramedics. They're on their way.

Uncle Ben?

Uncle Ben.

Uncle Ben?


I'm here, Uncle Ben.


They got the shooter. He's headed south on Fifth.

We got three cars in pursuit. All right, folks. Come on, move back.

Get a unit to the rear!

I got the back!

Who's there?

Don't hurt me. Give me a chance. Give me a chance!

What about my uncle? Did you give him a chance? Did you?

Answer me!

Stop that guy!


See you.

Freeze! We've got the place completely surrounded.

Oh, no. My God.

Oh, no. Oh, my God. No!

Good evening. General. Good to see you.

Our exoskeleton's got real firepower, general.

Well, if it does what you say it can, I'll sign that contract tomorrow.

He's clear! Go! You're confident about this test?

Absolutely. Curtis is our top pilot.

Now, what about your commitment to OSCORP?

Nothing would please me more than to put Osborn out of business.

Preflight complete. Mark.

An unidentified object is closing fast.

What's that?

Can you see anything?

Oh, my God!

Say "chess." Chess!


Darling, I'm so proud of you. You looked so handsome up there.

Dad got the place in New York, so we're all set for fall.

Great! You made it.

It's not the first time I've been proven wrong.

Congratulations. Thanks, Dad.

Peter, the science award. That's terrific.


I know this has been a difficult time for you...

...but I want you to try to enjoy this day.


The end of one thing, the start of something new.

I don't want to be with you anymore. Here's your ring.

You know what? Whatever.

Your loss.

You're like a brother to Harry. That makes you family.

And if you ever need anything, give me a call.

Can I fix you something?

No, thanks.

I missed him a lot today.

I know.

I miss him too.

But he was there.

I can't help thinking about the last thing I said to him.

He tried to tell me something important, and I threw it in his face.

You loved him...

...and he loved you.

He never doubted the man you'd grow into.

How you were meant for great things.

You won't disappoint him.

With great power comes great responsibility.

Remember that, Pete. Remember that.

Hurry up!

He's not a man. My brother saw him build a nest in Lincoln Center.

I think he's human, a man. Could be a woman.

Bobby. Get a load of this!

He throws up his hands, ropes come out, and he climbs up them.

I see the web, his signature, and I know Spider-Man was here.

The guy protects us, protects the people.

Some kind of freakyloo or something.

He stinks and I don't like him.

Don't move, lady!

Guy with eight hands. Sounds hot.

Those tights and that tight little...

Dresses like a spider He looks like a bug But we should all just give him One big hug Look out Here comes the Spider-Man

"Who is Spider-Man?" He's a criminal, that's who he is.

A vigilante, a public menace. Why's he on my front page?

Mr. Jameson, your wife needs...

There's a page six problem. We have a page one problem.

Well? He's news.

The clients can't wait. They're about to.

He pulled six people off a subway. From a wreck he probably caused.

Something goes wrong and he's there. Look! He's fleeing the scene.

He's probably going to save somebody else. He's a hero!

Then why the mask? What's he got to hide?

She needs to know if you want chintz or chenille.

Whichever's cheaper. It's like this:

We double-booked page six. Macy's and Conway's both have...

We sold out four printings. Sold out?

Every copy.

Tomorrow, Spider-Man, page one. Move Conway to page seven.

That's a problem. Then make it page eight.

That can't be done. Get out!

We can't get a decent picture. Eddie's on it, but we can barely see him.

Aw, what is he, shy?

If we can get Julia Roberts in a thong, we can get this weirdo.

On the front page: "Cash for a Spider-Man picture."

He doesn't want to be famous? I'll make him infamous!

Buzz off.

M.J., it's me, Peter. Hi!

What are you doing around here? Begging for a job. How about you?

I'm headed to an audition. An audition? So you're acting?


I work steady. In fact, I just got off a job.

That's great.

You're doing it. Living your dream. Glamour girl!

Your drawer was short $6!

Next time, I'll take it from your check.

Excuse me, Miss Watson? I'm talking to you! Hey!

Yes, Enrique! Okay? I get you.

It better not happen no more. Don't roll your eyes at me.

Some dream, huh?

It's nothing to be embarrassed about.

Don't tell Harry. Don't tell Harry?

Don't you guys live together? We're going out. Didn't he tell you?

Oh, yeah. Right.

I think he'd hate the idea of my waiting tables.

He'd think it was low or something. It's not low. You have a job.

You know, Harry doesn't live on a little place I like to call Earth.

No, I guess not.

Thanks, Pete.

We should catch up sometime.

Let's get some lunch some evening.

I'll come by and have some of your Moondance coffee some day.

And I won't tell Harry. Don't tell Harry.

I won't.

I won't tell Harry.

Timing's perfect. Hey.

Five new contracts. It'll be great.

Norman's making his weekly inspection.

Spent half of it on the phone.

Look, man, I'm glad you're here. I need your help. I'm really lost here.

Are you all right?

You look like you just got second place in the science fair.

I was late for work and Dr. Connors fired me.

You were late again?

I don't get it. Where do you go all the time?


Peter Parker.

Maybe you'll tell me who she is. Who?

This mystery girl Harry's been dating. Dad.

When do I get to meet her?

Well, sorry. Harry hasn't mentioned her.

Pete, you're probably looking for a job now, right?

Dad, maybe you can help him out.

I appreciate it, but I'll be fine. I'll make a few calls.

I couldn't accept it. I like to earn what I get. I'll find work.

I respect that.

You want to make it on your own.

That's great.

What other skills do you have?

I was thinking about photography.


Let's go! Move it!

Watch the street!


They're crap.

Crap, crap. Megacrap.

I'll give you $200. That seems a little low.

Take them somewhere else.

Your wife says the tile's out of stock. We'll put a rug there.

Sit down. Give me that.

Give you 300. That's the standard fee.

Scrap page one. Run that. Headline?

"Spider-Man, Hero or Menace? Exclusive Photos."

Menace? He was protecting... You take the photos...

...I'll make up the headlines. Okay?

Yes, sir. Goody.

Give this to the girl up front. She'll see you get paid.

I'd like a job, sir. No jobs. Freelance.

Best thing for you.

You bring me more shots of that clown, maybe I'll buy them.

But I never said you have a job. Meat.

I'll send you a box of Christmas meat. Bring me more photos.

Hi. Hi.

Mr. Jameson told me to give that to you.

Welcome to the Daily Bugle. Thank you.

I'm Peter Parker.

I'm a photographer.

Yes. I can see that.

As of today...

...OSCORP Industries has surpassed Quest Aerospace...

...as the principal supplier to the United States military.

In short, ladies and gentlemen of the board...

...costs are down, revenues are up...

...and our stock has never been higher.

Wonderful news, Norman. That's why we're selling the company.


Quest is recapitalizing in the wake of the bombing. Expanding.

They made a tender offer we can't ignore.

Why wasn't I told?

They don't want a power struggle with entrenched management.

The deal is off if you come with it.

The board expects your resignation in 30 days.

You can't do this to me.

I started this company.

You know how much I sacrificed?!

Oh, Max. Please. Norman, the board is unanimous.

We're announcing the sale after the World Unity Festival.

I'm sorry.

You're out, Norman.

Am I?

Let's hear it for Macy Gray.

M.J., why didn't you wear the black dress?

Just, I wanted to impress my father. He loves black.

Well, maybe he'll be impressed no matter what. You think I'm pretty.

I think you're beautiful.

I forgot my drink inside.

Oh, hi, Mr. Fargas. Oh, Harry.

Have you seen my father? Well, I'm not sure if he's coming.

What is that? Must be new this year.

What is that?

That's our glider!

What the hell was that?

Code three!

Oh, my God! Harry! M.J.!

Harry! Help me! Harry!

Out, am I?

Mary Jane! Harry!

Hello, my dear.

It's Spider-Man!

Come on. Move, kid. Billy!

Somebody help him!



Hold it! I surrender.

Oh, boy. Hold it right there!


Mary Jane! Help! Someone please help me!

Hold on!

Watch out!

We'll meet again, Spider-Man!

Well, beats taking the subway.

Don't mind us. She just needs to use the elevator.


Who are you?

You know who I am. I do?

Your friendly neighborhood Spider-Man.

Incredible? What do you mean he's incredible?

No. All right, wait. Stay there. I'll come over.

No, I'm gonna come...

All right. Fine. Will you call me in the morning?

And we'll go and have breakfast and...

...I want to buy you something.

Because I want to. It'll make you feel better.

Okay. And what do you mean, incredible?

All right. I'm sorry. Sleep tight.

Don't let the bedbugs...

She's all right. She's just a little rattled.

Look, Pete, I should have told you about us.

But you should know I'm crazy about her.

It's just, you know, you never made a move.

You're right.

I didn't.

I'm gonna get some rest.

I'm gonna stay up for a while.

What was that thing?

I don't know.

Whatever it is, somebody has to stop it.

Somebody there?


Who said that?

Don't play the innocent with me.

You've known all along.

Where are you?

Follow the cold shiver running down your spine.

I'm right here.

I don't understand.

Did you think it was coincidence?

So many good things, all happening for you.

All for you. Norman.

What do you want?

To say what you won't.

To do what you can't.

To remove those in your way.

The board members.

You killed them.

We killed them.



Your little accident in the laboratory.

The performance enhancers.

Bingo. Me! Your greatest creation.

Bringing you what you've always wanted:

Power beyond your wildest dreams.

And it's only the beginning.

There's only one who can stop us.

Or imagine if he joined us.

Spider-Man. And the Green Goblin.

The Green Goblin. You like that? Made it up myself.

These weirdos all got to have a name. Mr. Jameson...

Hoffman! Yeah?

Copyright "Green Goblin." I want a quarter every time it's said.

How about "Green Meanie"?

Spider-Man wasn't attacking. That's slander.

It is not. I resent that.

Slander is spoken. In print, it's libel.

You don't trust anybody.

I trust my barber.

Are you his lawyer?

Let him sue. Get rich like a normal person. That's what made this country...

Jameson, you slime.

Who takes the pictures of Spider-Man?

I don't know. His stuff comes by mail. Liar!

I swear. He's the one who can bring me to him.

I don't know who he is. You are useless.

Set him down, tough guy.

Speak of the devil. I knew you two were in this together!

Kiddo, let Mom and Dad talk for a minute.


Wake up, little spider. Wake up.

No, you're not dead yet.

Just paralyzed...


You're an amazing creature, Spider-Man.

You and I are not so different.

I'm not like you. You're a murderer.

Well, to each his own.

I chose my path, you chose the way of the hero.

And they found you amusing for a while, the people of this city.

But the one thing they love more than a hero...

...is to see a hero fail, fall, die trying.

In spite of everything you've done for them, eventually, they will hate you.

Why bother?

Because it's right. Here's the real truth.

There are eight million people in this city.

And those teeming masses exist for the sole purpose...

...of lifting the few exceptional people onto their shoulders.

You, me...

...we're exceptional.

I could squash you like a bug right now.

But I'm offering you a choice. Join me.

Imagine what we could accomplish together.

What we could create.

Or we could destroy.

Cause the deaths of countless innocents in selfish battle...

...again and again and again until we're both dead. Is that what you want?

Think about it, hero.

In spite of everything you've done for them, eventually, they will hate you.

It's me again.

How was your audition?

How'd you know? The hot line. Your mom...

...told my aunt, told me.

So you just came by?

I was in the neighborhood. Needed to see a friendly face.

I took two buses and a cab to get in the neighborhood, but...

So how'd it go?

They said I needed acting lessons.

A soap opera told me I needed acting lessons.

Let me buy you a cheeseburger. The sky's the limit, up to $7.84.

I'd like a cheeseburger.

Oh, but I'm going out to dinner with Harry.

Come with us.

No, thanks. How's it going with?

Never mind. That's none of my business.

It's not?

Why so interested?

I'm not.

You're not?

Well, why would I be? I don't know.

Why would you be?

I, that's a...

I don't know.

Sorry you won't come with us.

I'd better run, tiger.

Hey, check it out, man.

Come on, man.

Hey, where you going, baby? Come on!

Get off me!


You have a knack for getting in trouble.

You have a knack for saving my life. I think I have a superhero stalker.

I was in the neighborhood.

You are amazing.

Some people don't think so.

But you are. Nice to have a fan.

Do I get to say thank you this time?


Let me in! My baby's in there!

Let me go! The roof's collapsing!

Somebody save my baby! The roof's about to collapse!

Look! Up there!

Save my baby, please!


It's okay. Your baby's fine. Oh, my baby!

God bless you, Spider-Man. Bless you.

Don't let him get away!

Hold it! You're under arrest. I'm taking you in.

Oh, my God, there's somebody still up there!

I'm going.

I'll be here when you get back. Not coming back.

Go! Go!

Where are you?

Where are you?

I'm gonna get you out of here!

It's okay.

You're pathetically predictable.

Like a moth to the flame.

What about my generous proposal?

Are you in or are you out?

It's you who's out. Out of your mind. Wrong answer.

Oh, great.

No one says no to me!

M.J., will you stop goofing around? Harry, relax.

He's here.

Are you ready?

Aunt May. I'm sorry I'm late.

Work was murder. I picked up a fruitcake.

Thank you, Mr. Osborn. We're so glad you could come.

Who is this lovely young lady?

I'd like you to meet my father. Dad, this is Mary Jane Watson.

I've been looking forward to meeting you.

Happy Thanksgiving, sir. Now, where is Peter?

He'd better remember that cranberry sauce.

Oh, that's weird. I didn't know he was here.


Is that you?

How strange. There's nobody here.

Bit of a slob, isn't he? All brilliant men are.

Hey, everyone. Oh, Peter!

It's a jungle out there.

Had to beat an old lady with a stick to get these cranberries.

Thank you. Now then, everybody sit down...

...and we can say grace.

Here we go.

There we are. It looks delicious.

Will you do the honors?

Why, Peter, you're bleeding.

I stepped off a curb and got clipped by one of those bike messengers.

Well, let me see.

Oh, my goodness.

That looks awful. No, it's nothing.

I'll get the first-aid kit. Then we'll say grace.

This is the boys' first Thanksgiving here, and we'll do things properly.

How did you say that happened?

Bike messenger.

Knocked me down.

If you'll excuse me, I've got to go. Why?

Something has come to my attention.

Are you all right?

I'm fine, just fine. Thank you, Mrs. Parker. Everyone.

Enjoy the fruitcake. Dad!

I planned this so you'd meet M.J., and now you have to leave?

I've got to go.

This girl is important to me. Harry, please. Look at her.

Think she's sniffing around because she likes your personality?

What are you saying? Your mother was beautiful.

They're all beautiful until they're snarling after your money like wolves.

You're wrong, Dad.

A word to the not-so-wise about your girlfriend:

Do what you need to with her, then broom her fast.

Thanks for sticking up for me, Harry.

You heard? Everyone heard that creep.

That creep is my father. With luck, I'll be half of what he is.

Shut up about stuff you don't understand!

Harry Osborn!

I'm sorry, Aunt May.

Spider-Man is all but invincible.

But Parker, we can destroy him.

I can't.

Betrayal must not be countenanced.

Parker must be educated.

What do I do?

Instruct him in the matters of loss and pain.

Make him suffer. Make him wish he were dead.


And then grant his wish.

But how?

The cunning warrior attacks neither body nor mind.

Tell me how!

The heart, Osborn.

First, we attack his heart.

Give us this day our daily bread, and forgive us our trespasses...

...as we forgive those who trespass against us.

Lead us not into temptation, but deliver us...

Deliver us!

Finish it!

Finish it! From evil!

Two milligrams IV.

Get the BP.

Aunt May. Is she gonna be okay? What happened?

You have to leave.

What happened? Those eyes!

Those horrible yellow eyes!

He knows who I am.

I'm sorry.

Will she be okay? She'll be fine.

She's been sleeping all day.

Thanks for coming. Of course.

How are you? You okay about the other night?

Yeah, I'm fine. I just felt bad about leaving Aunt May.

Have you talked to Harry? He called me.

I haven't called him back.

The fact is...

...I'm in love with somebody else. You are?

At least I think I am.

It's not the time to talk about it. No. Go on.

Would I know his name, this guy?

You'll think I'm a little girl with a crush.

Trust me.

It's funny.

He's saved my life twice, and I've never even seen his face.

Oh. Him. You're laughing at me.

No, I understand. He is extremely cool.

But do you think it's true, all the terrible things they say?

Not Spider-Man, not a chance in the world.

I know him a little bit.

I'm sort of his unofficial photographer.

Has he mentioned me? Yeah.

What'd he say?

I said...

He asked me what I thought about you.

And what did you say?

I said, "Spider-Man."

I said, "The great thing about M.J...


...when you look in her eyes...

...and she's looking back in yours...

...everything feels...

...not quite normal.

Because you feel...


...and weaker at the same time.

You feel excited...

...and at the same time...


The truth is, you don't know what you feel...

...except you know what kind of man you want to be.

It's as if you've...

...reached the unreachable...

...and you weren't ready for it."

You said that?

Well, something like that.


Dad, is that you?

What is it?

You were right about M.J. You're right about everything.

She's in love with Peter.

Parker? Yeah.

And how does he feel about her?

He's loved her since the 4th grade.

He pretends like he doesn't, but there's no one Peter cares for more.

I'm so sorry.

I haven't always been there for you, have I?

You're busy. You're an important man. I understand.

That's no excuse.

I'm proud of you.

I've lost sight of that somewhere. But I'll make it up to you.

I'm going to rectify certain inequities.

Wake up, little spider.

Wake up.

Go home, dear.

You look awful.

And you look beautiful. Thank you.

I don't like to leave you here. But I'm safe here.

Can I do anything for you? You do too much.

College, a job, all this time with me. You're not Superman, you know.

A smile. Finally.

Haven't seen one of those on your face since Mary Jane was here.

You were supposed to be asleep.

You know, you were about 6 years old when M.J.'s family moved in next door.

When she got out of the car, and you saw her for the first time...

...you grabbed me and said, "Aunt May, is that an angel?"

Gee, did I say that? You sure did.

Well, Harry's in love with her.

She's still his girl. Well, isn't that up to her?

She doesn't really know who I am. Because you won't let her.

You're so mysterious all the time.

Tell me, would it be so dangerous...

...to let Mary Jane know how much you care?

Everybody else knows.

I'll be right back.


Come on, pick up.

Hey M.J. Hi. Sing your song at the beep.

M.J., it's Peter. You there?

Hello? You there?

I'm just calling to check up on you. Will you call me when you get in?

All right, well...


Don't go up any dark alleys.


Can Spider-Man come out to play?

Where is she?

What is that? That's cool!

The itsy-bitsy spider Went up the water spout Down came the goblin And took the spider out

Goblin, what have you done?

Spider-Man! This is why only fools are heroes.

Because you never know...

...when some lunatic will come along with a sadistic choice:

Let die the woman you love...

...or suffer the little children.

Spider-Man! Save us!

Save us!

Make your choice, Spider-Man...

...and see how a hero is rewarded.

Don't do it, Goblin!

We are who we choose to be.

Now, choose! No!

Everybody stay still!

Ahoy up there!

We're gonna bring the barge right under you.

He's coming back! Listen. I need you to climb down.

I can't. Yes, you can!

M.J., you can do it. You have to.

Trust me.

Hold on tight and go quickly.

Hurry! I can't. I can't do it.

Hang on, Mary Jane!

He's not gonna make it. He's gonna make it!

It's time to die.

I got something for you! We ought to kick your ass!

Leave Spider-Man alone! You'd pick on a guy saving kids?

You mess with Spidey, you mess with New York!

You mess with one of us, you mess with all of us!

Spider-Man, watch out!

Misery, misery, misery. That's what you've chosen.

I offered you friendship...

...and you spat in my face.

You've spun your last web, Spider-Man.

Had you not been so selfish, your girlfriend's death...

...would have been quick.

But now that you've really pissed me off...

...I'm gonna finish her nice and slow.

M.J. and I...

...we're gonna have a hell of a time.

Peter, stop!

Stop! It's me.

Mr. Osborn.

Thank God for you.

You killed those people on that balcony.

The Goblin killed! I had nothing to do with it!

Don't let him take me again.

I beg you. Protect me.

You tried to kill Aunt May. You tried to kill Mary Jane.

But not you.

I tried to stop it. But I couldn't stop it.

I would never hurt you.

I knew from the beginning...

...if anything ever happened to me...

...it was you I could count on.

You, Peter Parker, would save me, and so you have.

Thank God for you.

Give me your hand.

Believe in me as I believed in you.

I've been like a father to you.

Be a son to me now.

I have a father.

His name was Ben Parker.

Godspeed, Spider-Man.


Don't tell Harry.

What have you done?

What have you done?!

I'm so sorry, Harry.

I know what it's like to lose a father.

I didn't lose him. He was stolen from me.

One day Spider-Man will pay.

I swear on my father's grave, Spider-Man will pay.

Thank God for you, Peter.

You're the only family I have.

No matter what I do...

...no matter how hard I try...

...the ones I love will always be the ones who pay.

You must miss him so much.

It's been so hard without him.

There's something I've been wanting to tell you.

When I was up there...

...and I thought I was gonna die...

...there was only one person who I was thinking of.

And it wasn't who I thought it'd be.

It was you, Pete.

I kept thinking:

"I hope I make it through this...

...so I can see Peter Parker's face one more time."


There's only one man who's always been there for me...

...who makes me feel...

...like I'm more than I ever thought I could be.

That I'm just...


And that's okay.

The truth is...

...I love you.

I love you so much, Peter.

All I wanted was to tell her how much I loved her.

I can't...

You can't what?

Tell you...

...everything. I mean, there's so much to tell.

Yeah. There's so much to tell.

I want you to know...

...that I will always be there for you.

I will always be there to take care of you.

I promise you that.

I will always be your friend.

Only a friend...

...Peter Parker?

That's all I have to give.

Whatever life holds in store for me...

...I will never forget these words:

"With great power comes great responsibility."

This is my gift.

My curse.

Who am I?