The Amazing Spider-Man 2 (2014) Script

People will say I am a monster for what I've done.

And maybe they're right.

I always thought that I'd have more... time. Dad?

Dad!

I'm sorry.

Peter?

He likes to sleep with the light on at night.

Mary, we have to go.

Dad.

Be good.

I found a safe place for us to spend the night at Lake Geneva.

Are you uploading it? To Roosevelt. All of it.

Just in case we...

We're gonna be fine, Mary.

Did you see his face? He's never gonna understand.

Mary, we've been through this.

Our life as we know it is over.

We're gonna spend every day from now on looking over our shoulders.

Never feeling safe. We can't do that to him.

He's just a little boy.

I know, I know. But it's gonna be okay.

It's gonna be all right.

No rest for the weary, huh?

No, I'm afraid not.

Occupational hazard, I guess.

What is it you're working on?

Uh, just planning ahead. Do you think I could speak with the pilot?

Something you need?

Perhaps I can help.

I'd just like to radio ahead and make sure everything's in order for when we land.

I think we both know that's not an option, Dr. Parker.

Richard.

They say you're a genius. Richard!

Not if you thought you could escape.

Richard!

Mary!

Mary!

Mare.

It's okay. It's okay. That's okay. It's okay.

I got you. I have you, okay? Okay?

Just gonna make you safe.

It's done. It's done. Can you breathe? Mare?

Roosevelt. What?

Roosevelt.

It's back up. It's back up. Oh...

It's back up, okay? Hey, hey, hey.

We're gonna be all right, okay? You stay with me.


Whoo!

Ow!

Yee-hee! Hoo-hoo!

What do you got for me today, New York?

Reporting live from New York 1 chopper.

An Oscorp truck carrying plutonium has been hijacked.

A police chase is in progress.

All right. Let's get to work.

Say hello to Aleksei Sytsevich!


Spider-Man!

Hello, pedestrians.

Knock, knock.

Mr. Criminal?

Hey, my name is Spider-Man. You can call me Web-Head, you can call me Amazing, just don't call me late for dinner. You get it? Whoa!

Not a shaker? Are you a hugger?

I am killer! Whoa, okay.

Warning. Plutonium-238 is a radioactive material and is highly explosive.

Excuse me. There's more room on the sidewalk, folks, please.

Watch it, man. I got blueprints here.

A little help?

A little help, please.

You having a problem with your gun? Let me help you out with that.

Whoa. Coming through.

Too much work...

Oh, this is bad.

I'm gonna be right back. Aah!

Heads up. Watch out.

Whoo... Okay. Okay. There you go.

You okay? You all right? You're Spider-Man.

Costume gives it away? These look pretty important, Max.

“Max"? How do you know my name?

It's written on your badge.

I'm a nobody.

Hey, you're not a nobody. You're a somebody.

Lick that.

All right. Listen to me.

Now I need you. Really?

You're my eyes and ears out here. Okay.

All right? All right.

I'll see you out there.

Warning. Violation of protocol.


Hands up!

Get him, Spidey!

Gotcha. Gotcha. Nope. Got you too.

Hey. No. You. You're not going anywhere.

Come here. Come here. Come to Daddy.

Get the hell out of the way!

Okay. Stop it! Stop it! Whew.

Oh, come on.

Hey, wait. Come back here.

Heel!

I got you.

Hey, I'm sorry, I'm running a bit late. I got stuck in some traffic.

Your timing is terrible. It started already.

I know, I'm sorry. Where are you?

1st and Broadway, 2nd and Broadway, 3rd and Broadway.

Five minutes. Ten tops.

Are those sirens? No.

Peter? No.

Peter? No sirens.

No...

Peter.

What is happening?

Peter.

Peter.

Hello?

Peter? Pe... I'll be right there. Promise.

This year's Valedictorian, please welcome Gwen Stacy.

Good morning, esteemed faculty, and families of my fellow graduates.

It's an honor to be standing up here today.

Hello.

Hey! Get off! I told you.

I am running a bit late.

It's over, Spider.

Really?!

I know we all think that we're immortal.

We're supposed to feel that way.

We're graduating.

But, like our brief four years in high school, what makes life valuable is that it doesn't last forever.

What makes it precious is that it ends.

And I know that now more than ever.

And I say it, today of all days, to remind us that time is luck.

So don't waste it living someone else's life.

Make yours count for something.

Fight for what matters to you.

No matter what.

Because even if we fall short, what better way is there to live?

I'll take that. That's not yours.

Huh?

This is not end, Spider!

Michael Oates.

Julia Orchard-Heymans.

Alexis Ortiz.

Bo Parisi.

Peter Parker.

Hey, I think I know that guy.

Peter Park...

I'm sorry.

Ha, ha. Wait, do that again. Do that again. Oh.

Peter, for Lord's sakes, I almost stole a cap and gown to run up there myself.

I'd love to have seen that. That would've been awesome. No, no, this is for you.

I am so proud of you. You earned it.

Sweetheart, I'm so proud of you.

I know the first thing your Uncle Ben would say.

Yeah, I know too.

“You better hurry up, party's over. You gotta get a job."

The second thing he would say, "Don't just follow the path, make your own trail."

Ralph Waldo Emerson.

No. What do you mean, no?

Ben told me he made it up. Ha-ha-ha!

You really did learn something here.

I wish your uncle could have been here.

Yeah, me too.

And my folks.

Yeah. Yeah.

Would've been good. Perfect d...

All right, you can go. Go on. Huh?

I'll be right back.

Is that your program? Okay, guys. Get together right now.

A quick one. All right. Cheese.

Cheese. Cheese.

Okay. I'll just be over here. Yeah, just give me two seconds.

Don't go too far. It's good to see you.

All right. All right.

Hey.

Did your traffic jam have anything to do with the Russian Mob and machine guns by any chance? Why didn't you just tell me?

What am I gonna do? You're about to do your speech.

Gwen. Honey. Family photo. Yes?

Okay.

Hey. You coming to dim sum?

Can't keep me away.

It's at 8:00. Don't be late.

I won't be. Okay.

And I'm gonna do my speech for you.

All night? I wanna hear it all night long.

Over and over again, all night long. Okay.

Oh, my gosh. It was pretty good.

Great. Peter. Join us? Come on.

I gotta find my aunt, but I'm gonna catch up later, thank you.

Hi.

You're gonna make enemies.

People will get hurt.

So I want you to promise me something, okay?

Leave Gwen out of it.

Promise me that.

She's gonna take one quick picture, okay?

Peter's outside. I'm gonna go see if he's okay.

What are you doing? What are you?

Peter.

What is it?

Hey. What's wrong?

Are you all right?

I don't know what I'm doing.

It's my father, isn't it?

Yeah.

I see him everywhere I go.

I can't... I don't know what to do. And I can't get him out of my head.

Yeah, but we've talked about this. I know, but, Gwen...

It's not his choice. Gwen.

I promised him that I would keep away from you.

And now I'm gonna come and eat dinner with your family.

How can I do this? What does this make me?

I don't know, what does that make you?

It makes me not able to live with myself.

I thought that it meant you loved me. I do love you.

I love you.

Then why isn't that enough?

Huh?

Because what if something happens to you just like it happened to him because of me?

No, wait, wait, wait. Listen. No, n...

I cannot let that happen.

Listen to me.

You're Spider-Man... and I love that.

But I love Peter Parker more.

That's worth it to me.

I can't lose you too.

If because you can't lose me, we can't be together, who does that work out for, Peter?

I can't. I'm sorry, Gwen.

Wow.

You have done this to me again and again, Peter.

I can't live like this.

I break up with you.

I break up with you.


Good morning, New Yorkers.

Looking for another beautiful day here in the city.

A few clouds to start us off...

The steady increase in sightings of Spider-Man has sparked a debate over the role of vigilantism in American crime fighting.

How about that Spider-Man?

Last night on the Manhattan Bridge, he saved a dozen lives.

We wanna hear your calls.

I think without Spider-Man, there'd be no hope for this city.

Who do you think pays the bills for all the damages he causes, huh?

It's you and me, taxpayers.

You make this? Yeah.

This is a wind turbine.

You made this? No way.

This is amazing.

It's good as new, right?

I'll walk you home.

What's your name? Jorge.

Jorge? I'm Spider-Man.

I don't feel like my kids are safe with him out there.

Get out of the way and let the police do their job.

Some folks think that there might be more than one Spider-Man.

What do you think?

One guy or many?

I'd love to know who's behind that mask.

Hey.

Nice outfit. Thanks.

We have a caller on the line named Max. He says he knows Spider-Man.

Listen, I'm upset. Spider-Man, to me, is being misunderstood.

He's a very, very good person. He's protecting us.

He saved my life one time.

We sort of became best friends.

How much?

Hey, you're that spider guy.

I'm Spider-Man.

Huh?

I'm Spider-Man.

This Spider-Man... He's not the police, he's not a fireman.

What gives him the right to get involved in other people's business?


Peter, honey?

Can I come in?

No!

Peter, the final starts at 9, honey.

You said you would take my car into the shop because it keeps dying, remember?

Give me a second, Aunt May. I'm gonna get the door. Just give me a second.

Peter, please just let me in. All right?

I'm trying to get my...

You said your final was at 9, and you're gonna take my car into the shop.

No! You can't come in. I'm so naked. What are you do...?

Peter! For goodness sakes.

You said you're gonna take my car into the shop because it kee...!

Are you all right? Yeah. I'm okay.

I'm just...

I'm very naked right now.

What happened to your face? It's filthy.

It is? Yes.

Oh, yeah, yeah, I was cleaning the chimney.

We have no chimney.

What?

You're late. I know, I'm late.

Downstairs, now.

Can you leave? Because I'm naked here. All right, I'm leaving.

Morning, I love you. I love you too. Hurry up.


Whoa. Well, look who's here.

Spidey.

How was your morning?

Aces, Max, aces.

I've been out saving the world.

Protecting everybody.

But is someone celebrating a birthday today?

That's why you're here.

You remembered my birthday.

All the crime-fighting you've been doing, and all of a sudden, you take time out to come visit little old me. Max. It's amazing to...

But of course you would.

Why wouldn't you visit me?

We're best friends.

What are you doing? You made me a cake?

People don't get a chance to see these small, kind things that you do for people.

I know what they say about you in the press but it doesn't matter to me. I know the real you.

Because you're amazing.

Wow. That's what the press needs.

They should call you The Amazing Spider-Man.

You like that, Spidey?

I like it a lot, Max.

Good. Because today is going to be amazing.

Yeah. Circuit 39.

I'm not late, Harvey. I'll be there in 15 minutes.

I just wanna know if you can find another waitress to replace me because I start my training rounds at the hospital.

And don't mention this to Peter. I don't want him to know.

Because he'll worry.

Uh, yeah. Yeah. Okay, you got it.

Uh, double shift on Thursday.

Okay, bye.

Who was that? Harvey.

Doing a double shift, huh? Sometimes.

Got nothing else to do. I like the girls.

I miss Ben. Gives me a little extra in the cookie jar. Heh.

Mm.

Well, I sold another couple of photos to the Bugle, so that ought to help.

Yeah, it would really help if that guy would pay you a fair wage.

Jameson pays me a fair wage.

If it was 1961, he pays me a fair wage.

Hey, wait. What are you doing? What are you doing? No, I do the laundry.

I'm doing my laundry. No, I do the laundry.

No, this is my job. I've been doing your laundry since you were 6 years old.

I understand that. I'm in college now.

I think it's time that I took care of my own dirty underwear.

Last time you did the laundry, you turned everything blue and red so no. That was a mistake.

Because I was washing the American flag.

My... Can I please just...? No one washes a flag.

I do, and I won't anymore.

This is my machine. Fine. It's just underwear.

This is my laundry, my home, my machine.

Back off, eat your breakfast.

All right, laundry sheriff. I'll do it later.

I'll do it. No, forget it.

Give it to me. I'll do it some other time.

Hey. Excuse me.

Jerk.

Not gonna make it.

Logjam. Come on, come on, come on.

Watch it, buddy. Hey, let's go.

Oscorp Industries is proud to announce the world's first electromagnetic power grid.

By converting aging power stations into a field of hydroelectric towers, we are generating clean, green, sustainable energy to power Manhattan, the five boroughs and eventually the world for generations to come.

Dillon. You're late. Doggone trains are so slow, sir.

Don't you realize Oscorp is now responsible for the entire city's energy supply?

I submitted a lot of designs for the power grid and they used a lot of them, and I noticed that, and those power grids were designed by me.

You designed them?

Sure you did.

And I'm Spider-Man.

You're no Spider-Man! He's a Leo, you're a Sagittarius!

You besmirch him again, I'm gonna rip your well-groomed head off!

Now, get to work.

What floor, please?

Seventy-four. Thank you.

Oh, hold that!

Can you hold that, please? I got it.

Thank you, you're a real gentleman.

Most people would have just let those close.

Most people don't notice other people.

What floor, please? Um, ahem... Sixty-three...

I got it. I got it. What is it?

Uh, sixty-three.

Sixty-three, please.

Thank you. In a hurry.

Thank you very much.

Um... I'm Max. Max Dillon.

I'm Gwen.

Nice to meet you. Nice to meet you.

Is it your birthday?

Oh, yeah. Well, I... They... Friends of mine made this flyer up.

I'm having a birthday party at a big club.

A lot of celebrities. Wow.

Would love to invite you, it's just that the guest list is closed.

Oh, got it. Got it. Well, thank you anyway.

That's exciting. ...dressed as Spider-Man hanging out near the blaze.

It must be cool, huh? To have the whole world look at you like that?

You know, Spider-Man saved my life one time.

Out of all the people in the whole city, he saved me.

He said he needed me.

That must be a good feeling.

Sixty-third floor.

Oh. It was nice to meet you, Max.

Wait. She remembered my name.

Welcome home.

It's dark in there.

Your eyes will adjust.

It's better this way.


Dad.

This is not how I imagined I would die.

Looking at my son and seeing a stranger.

You have such potential, Harry.

Such fierce intelligence, and you're throwing it all away.

No, you threw me away.

You kicked me off to boarding school when I was 11.

On my 16th birthday, you sent me Scotch.

Or one of your assistants did.

I'm pretty sure because the card read:

“With compliments, Norman Osborn."

I don't expect forgiveness from you anymore.

I don't believe in miracles.

How could you possibly understand that your childhood had to be sacrificed for something greater?

And not just for me.

For you!

Has your hand started to twitch yet?

When you lay awake and you feel it coming, hiding under your skin, waiting to show itself.

To show you who you really are.

Retroviral hyperplasia.

I never told you... that it's genetic.

Our disease, the Osborn curse.

And it began at your age.

Let me see it.

Your hand. Give it to me.

The greatest inheritance I can give you isn't merely money.

It's this.

The sum total of all my work.

Everything I did to stay alive.

Maybe you can succeed where I failed.


Norman Osborn, the legendary founder and CEO of Oscorp Industries, has died, the Osborn estate has confirmed.

He is survived by his only son, Harry Osborn who is the sole heir of the Oscorp corporate empire.

Harry.

Osborn changed the medical profession's approach to human healing and affected the lives of millions.

I started Oscorp because I looked at the world around me and I thought:

"We can do better. And we should do better."

Einstein said, "The world cannot be changed without changing our thinking."

But change isn't just a slogan.

It begins with hard work.

Change begins with persistence and commitment.

Mr. Osborn changed the world.

And now it's up to each of us to ensure that his hopes and dreams remain alive.

But not today.

Today is for mourning.

Hello? Is this Gwen Stacy?

Yes, it is. Who's calling?

I'm calling from the Oxford Scholars Program. We have some exciting news.

Whoa. Dillon. You stay here. What?

There's a current flow problem in the lab. Why don't you take a look?

It's my birthday. Everybody else is leaving. Why do I have to stay?

Because you're special. Smythe.

I mean, Mr. Smythe.

Happy birthday.

The generation of electricity by living organisms to fend off...

Let's see what's going on with you. Hey, guys.

The genetically manipulated...

At least somebody's partying.

All right. Just a little sick.

Mm-hm. I got your medicine, though.

I'm so sick that I can't get to my birthday after all I put together for this company.

Designed the grid...

Warning: I should've stretched.

Malfunction in Sector 5A. I know. Just a little indigestion.

I bet you didn't know it was my birthday, huh, did you, Kari?

Think you can sing “Happy Birthday" for me?

I'll just have to sing it for myself.

Gilbert? What?

It's Max. Can we shut down power on Sector 32, please?

Forget it. I'm out the door.

What do you mean? I'm up here. It's dangerous.

Sorry, Max. Hello?

Fine. I'll do it myself. And sing my birthday song too.

This is crazy.

♪ Happy birthday ♪

♪ To ♪

♪ Me ♪

♪ Happy birthday, dear Max ♪

♪ Happy birthday ♪

♪ To me ♪ ♪ Ah...


System restored.

Have a nice day.

Harry, Oscorp's been under intense public scrutiny in the wake of Dr. Connors' recent, uh, breach of trust.

You mean people are pissed off because he tried to turn everyone in New York City into giant lizards.

Given that, all the animal hybrid programs he was involved in were destroyed to restore investor confidence.

Ah. That is the Osborn way.

Whatever's inconvenient around here, just get rid of it, right?

Much of that scrutiny may fall on you now.

We felt that plausible deniability was your best option.

Sure, sure. I get it.

Twenty-year-old kid.

Two hundred billion dollar company.

What was Dad thinking?

I mean, you're all lawyers, right?

Surely, someone must've questioned his sanity in the end.

Someone must've thought about having him declared legally incompetent.

It would've made this conversation a lot easier.

Harry... It's Mr. Osborn.

We're not friends.

Hi.

You were his assistant, right?

Mm-hm.

What's your name?

Felicia.

Felicia.

From now on, everybody at this table works for Felicia because Felicia works for me.

Would anybody like to speak up?

Well, good. Then you can all keep yourjobs a little longer.

Sir, there's a Peter Parker here to see you.

Felicia, I wanna see every file on this list.

Every single one.

Peter Parker.

It's like seeing a ghost.

Hey, Harry.

Random.

What, 10 years. It's eight.

But you're close.

What's up?

I saw the news, man.

I heard about your dad and I wanted to come and...

Just wanted to come and see you. Check to see how you were doing.

I'm with some people.

I'm in a...

I'm in a meeting.

I'm sorry, I don't wanna intrude.

I know it's been a long time.

I kind of know exactly what you're going through right now.

And you were so there for me when my parents...

Well, that's why I'm here for you.

Thank you.

Ah, it's good to see you, man.

It's good to see you.

I'm sorry about your dad.

You got your braces off.

Now there's nothing to distract from your unibrow.

There he is.

There he is. Ha-ha-ha.

You still blow-dry your hair every morning?

Um... You know, one of my manservants holds the hair dryer but I work the comb, okay? Ha-ha-ha.

So at least I'm not completely helpless.

You're stupid.

After graduation, I went to Brazil, then Singapore.

That's right, yeah. Yeah.

And then Europe. You know, I went to Europe.

I saw you.

What do you mean, you saw me?

I saw you in some magazine with some French supermodel.

You know what I'm talking about?

Yeah, yeah, yeah. Ha-ha-ha. Ha-ha-ha.

Dude, that whole model thing is so exhausting.

I know.

What? You got a lady?

Uh...

That's a question.

That's a question.

Unh. Whoa, buddy.

No, I don't.

Yeah.

I don't know. It's, uh...

I don't know. It's complicated.

Yeah, I don't do complicated.

Uh, what's her name? Who is she?

Her name's Gwen.

Gwen Stacy.

Gwen Stacy. She works for you.

Really? She works for me?

She does work-study at Oscorp. Is she a model employee?

You know, when my father sent me away I tried to forget everything about this place.

I guess that kind of included you.

You ain't gotta explain anything to me, man.

We both got dumped.

You ever figure out why your parents bailed?

My dad left a briefcase.

That's all I got, briefcase full of junk.

Whatever. I don't know. I try not to think about it.

How's that working out for you?

Perfectly.

Dude. Nice arm.

It's just the wrist. It's just all in the wrist, buddy.

You could do it too if you just strengthened up that.

Yeah, right.

You gotta admit, though. Things have gotten crazy around here, man.

Giant lizards and spider guys.

Just one guy. Just one spider man.

Or woman. We don't know for sure.

Whatever, dude. He wears spandex to rescue kittens from trees.

I'm so impressed.

I kind of like to think he gives people hope.

For what?

Maybe eventually everything's gonna be all right.

Yeah, I just wish I had time for "eventually."

Who was he?

Maxwell Dillon. Electrical engineer.

No associates or friends to speak of.

He submitted specs for the grid that we appropriated.

The guy was invisible.

Wall Street's nervous enough with that child, Harry, taking over.

We've gotta find a way to get him out.

In the meantime, if the press gets hold of this accident, our stock will crater.

So make sure this Mr. Dillon stays invisible.

This could prove useful for us in the future.


Hey.


♪ Some say love ♪

♪ Is a burning thing ♪ Hey, moron! Get out of the street!

♪ A fiery ring ♪

♪ Oh, but I know love ♪

♪ As a fading thing ♪

♪ Just as fickle as A feather in a stream ♪ Hey. Hi.

♪ I saw love ♪ Hi.

You look amazing.

♪ It put its face up to my face ♪ ♪ I'm sorry for the spontaneous outreach. It was kind of...

No. I don't... I... Spontaneous... is all right. You know.

Well, I just figured it was time.

You know?

Time that we try to be friends.

Yeah.

Friends, yeah. That's... great.

I just don't want us to be complicated.

I was just saying that to someone. I hate complicated.

Keep it simple.

Okay, great, great. Yeah, yeah, yeah. All right.

Well, I mean...

Ha, ha. If we're gonna be friends, I think we gotta establish some ground rules.

Some ground rules? Yeah, some ground rules.

Heh, heh. Heh. Like that.

Like what?

That laugh. That laugh. What?

That's off the table.

My laugh is off the table? Off the table.

You gotta figure out a more annoying laugh.

That's still adorable.

That was not adorable. It's adorable.

No, it's not adorable.

Okay. I have a ground rule. Um... Oh, good.

What is it? Uh...

Don't tell me that I look amazing with your big brown doe eyes. Okay?

I'm really serious about that one.

Oh, no. What?

I just figured out the next ground rule.

What?

No more of this.

No more of this little nose rub that you do.

This? Don't think I haven't... Hey.

What am I supposed to do? It's allergy season.

This is killing me.

You're just spitting in the face of my ground rules. I'm out.

Come on. Heh.

First we get ice cream, and then I'm out.


Um, yeah. So I did that.

And I got completely addicted to this place that has Korean meatballs.

Yeah. No, I know. Have you been there? It's mind-blowing.

That place on 6th. I know. You love it there.

How do you know that?

Hm? How do you know I love it there?

Because, um...

Because you told me.

It just opened last month.

Have you been following me?

I knew it.

How often?

Just once a day.

Sometimes.

Sometimes more.

Oh, boy.

Why?

Make sure I'm safe?

And... And what?

And because it's the closest I can get to still being with you.

I'm moving to England.

What?

Yeah. Um...

I have a... I'm up for a scholarship to Oxford.

In molecular medicine. And it's between me and this other kid.

There's this oral exam that we have to do and he's, like, a freshman in college, but he's 14.

And... And it's... it could be him.

But it might be me. I hope it's me.

And I'm thinking that I'll be moving to England.

Wow. Yeah.

And I'm really excited.

That's, uh...

England.

What?


Station, I need a 10-85.

Send out additional units to the south-end corner of Duffy Square.

Folks, could you step to the side?

Everybody get out of the way! Get out of the way!

Sir, get your hands away from the cables right now!

Sir, get your hands away from the cables!

Let me see your hands, please!

You stay right where you are!

Do not move!

Freeze! Get down! On the ground!

Get down on the ground, now!

Stop!

Get your ass down on the ground! Now!

It's not my fault! Sir!

Stop! I'm gonna need for you Please! To get down on the ground, now!

For your own safety and the safety of the other patrons in this area.

Oh, my gosh.

They see me. You see me.

You see me.

They see me.

No! No! Stop! On the ground now!

Don't do that. Please! It's over, freak!

Wait! It's not my fault.

It's not my fault!

I said stop!

I'm glad you're not one of those cops that rides a horse.

All team members, hold your fire and wait for my call.

All units, hold your fire! I repeat, hold your fire! Stand down!

Stop. Stop it.

Yo, Sparkles!

Hey, how you doing?

It's you? Yeah, I know it's me.

Who are you?

You don't remember me?

No. Should I?

I walked into the street. The car almost hit me. You swooped me up.

You saved me.

You said you needed me.

You're the guy with the blueprints. Yes.

Blueprints.

Yes, I remember you. Of course I remember you. You're my eyes and ears.

Uh, what's your name again? How could you forget me?

I do, I know it, I know it, don't tell me. It's Max.

Is it "Max"? Yes.

I'm sorry I didn't recognize you with the...

You look different.

How are you?

I don't know what's going on with me.

I can see that. I can... I believe you.

It's strange, the power I feel. I got so much...

I got so much anger.

I can see that. I can see you don't wanna be here and you're scared.

I see you don't know what's happening to you.

I can see you don't want to hurt anybody.

It's gonna be all right. Got a clear shot. Standing by.

I don't want them shooting me anymore. They won't.

You guys. This is my buddy, Max.

I told you about Max. No one shoots at Max!

You and me, okay? It's just you and me talking. Whoa, whoa.

Stay right there. Just be careful. The grate, because of the electricity.

I just...

I just wanted everyone to see me.

He makes a move, take that shot.

How about you come with me? We'll go talk.

Away from all these people, okay?

Yeah, yes.

No! No! Stop!

Max!

Spidey, Spidey, Spidey!

You stupid freak!

Electro dummy!

♪ He lied to me He shot at me ♪ Get out of here, you freak!

Shut up!

♪ Fragility ♪

♪ Electricity ♪ You're so selfish.

Stay with me, Max.

You set me up.

No, I didn't set you up.

You lied to me!

No, I'm trying to help you. Let me help you.

♪ That Spider-Man He is my enemy ♪


Are you all right?

It's my birthday.

Now it's time for me to light my candles.


♪ They shot at me They hate on me ♪

♪ They're using me Afraid ♪

♪ Of me They're dead to me ♪

♪ They lied to me They shot at me ♪

♪ They hate on me They're dead to me ♪ ♪


Do we have visual on Spider-Man?

Does anyone have visual on Spider-Man?

Okay. All right, that's enough. All right.

Mike. Yeah.

Big John. Nice job.

Nice work, fellas.

It's a pleasure doing business with you.

Spider-Man.

England?

Really?

Good talk.

Our coverage of this breaking story begins with New York 1's Jessica Abo at the scene.

That's right. We're standing here with two eyewitnesses who are going to tell us what they just saw.

Tell us, how do you think Spider-Man did it?

How do you think he beat this creature?

Yeah, it's gotta be rubberized, Spidey's suit. That's why he didn't get electrocuted.

Probably some kind of neoprene. That's what I'd use.

Thank you very much to the two of you.

As you can tell, so many questions remain unanswered.

We will bring you the latest information as it becomes available.

For now, Jessica Abo, New York 1. Let's send it back to you.

♪ When life leaves you high and dry ♪

♪ I'll be at your door tonight If you need help, if you need help ♪

♪ I'll shut down the city lights I'll lie, cheat ♪

♪ I'll beg and bribe ♪

♪ To make you well ♪

♪ To make you well When enemies are at your door ♪

♪ I'll carry you away from war If you need help ♪

♪ If you need help ♪

♪ Your hope dangling by a string ♪

♪ I'll share in your suffering ♪

♪ To make you well ♪

♪ To make you well ♪

♪ Give me reasons to believe ♪

♪ That you would do ♪

♪ The same for me ♪

♪ And I would do it ♪

♪ For you ♪

♪ For you ♪

♪ Baby, I'm not moving on I'll love you long ♪

♪ After you're gone For you ♪

♪ For you You will never sleep alone ♪

♪ I'll love you long after you're gone ♪

♪ For you ♪

♪ For you ♪

♪ Baby, I'm not moving on ♪

♪ I'll love you long ♪

♪ Long after you're gone ♪

♪ Like a drum, baby Don't stop beating ♪

♪ Like a drum, baby Don't stop beating ♪

♪ Like a drum My heart never stops beating for you ♪

♪ And long after ♪

♪ You're gone, gone, gone ♪

♪ I'll love you long after ♪

♪ You're gone, gone, gone ♪ ♪ Online polls show a sudden uptick in public sentiment in favor of the web-crawler.

Tonight, it would seem New York City owes him a debt of gratitude.


Next-generation military body armor.

Features include enhanced mobility, battlefield injury repair, direct nervous system interface.

So the common household spider, um, unlike human cells, theirs contain the power to self-heal from severe infection, tissue damage, et cetera.

We've used a radioactive isotope with compatible human DNA.

Welcome to Dr. Jallings, Science Investigator.

Today we're going to be talking about electricity.

Batteries, insulators, electromagnetic currents.

Batteries can withstand a lot of incoming charges.

The more powerful the battery, the bigger the charge it can withstand.

But if the incoming charge exceeds the outgoing charge the battery might explode! Ouch!

Explode!

Boom!

When doing experiments like this, always wear protective gear.

You're not invincible.

We're gonna need a bigger battery.


Hello. Pete.

It's me.

Hey, Harry. What...?

What time is it?

Uh, late, early, I don't know. I've been up all night.

I need to see you.

You all right?

Not really, Pete.

I'm dying.

But I think you can help save my life.

You're looking at the world's first human-spider hybrids.

The hope is to extract the venom from their glands and turn that into a cure.

An agent that heals diseased cells.

And if I can be cured, imagine what this could do for other diseases like Alzheimer's, even cancer.

They never made it to human trials.

It's 14 years of research, and nothing to show for it.

Except maybe this.

Spider-Man.

What about him?

He was bitten by one of those things, and it worked.

I don't know how and I don't know why, but he can do everything else a spider can, including self-heal.

I need to find him.

I need his blood.

You need...

Spider-Man's blood?

It'll save my life.

It may not, Har.

It may not be that simple.

You saw what happened to Curt Connors, right?

Connors was weak.

This is me, Peter.

I don't think you can just set up a van and have him donate.

I mean, I'm sure he's sensitive about people shoving needles and...

Ah, he's sensitive, okay.

Well, then, maybe you could just sensitively tell me where he is, and I will go ask him myself.

What?

You took his picture. So?

You know him. Harry.

I took a picture from a long way away. I used a long lens.

I don't know him.

I put together what you said at the river.

What I... About how he gives people hope.

Come on.

What in the...?

Just say yes.

Don't turn your back on me!

I don't wanna end up like my father, Peter.

Please.

Peter, please.

I can't.

Please.

I'm gonna try and find Spider-Man.

Hey, what's security doing over here?

That's so weird.

She's right over there.

Hey! Miss Stacy!

Hi.

Hi.

What are you doing here?

What are you doing here? Oh...

Come here.

She's not here. Check another floor.

Got it. Yes, sir!

You're in trouble.

Yeah. Who's that guy?

There was an accident in the genomics lab, and they're covering it up.

And I found out. That guy from Times Square last night?

I met him. He was an electrical engineer in the building.

And he loved Spider-Man, by the way. He was, like, a fanatic.

I didn't get love vibes. I got more of a "want to kill me with his electricity" vibe.

That's actually kind of what it's like to love you.

I was searching for him in the computer and all the files, he's erased.

My God. He's completely erased.

That's Oscorp.

And what about you? Why are you here?

Harry.

Osborn? He's dying.

What do you mean? He's dying.

And he thinks the only thing that's gonna save his life is my blood, is Spider-Man's blood.

And as far as I know, if I give it to him, it could kill him.

Or something worse.

I know.

This is the maintenance closet, Gwen.

This is the most clichéd hiding place you could've chosen.

This is the stupidest hiding place. I'm sorry, I didn't take us to the Bahamas of hiding places.

I gotta talk to you about England, I guess, because I don't...

You just kissed me. I know, I'm sorry. I couldn't help it.

How'd you like it?

It felt a little bit rushed.

I know. I know, I know.

This is the plan. You get to the elevator. I'm gonna distract him, okay?

Okay.

Ooh! God! Damn it! I'm so...

I just spilled a hot latte all over your... I didn't mean to do that. Oh, no!

And you too? I'm sorry.

Miss! Stay right there! Sir.

Just stay right... Wait, wait, wait.

Hey! Stop!

All right. On your way. Aah.

I'm sorry. I'm all thumbs today.

Gwen Stacy. Ha, ha. Oh, my God.

Sorry. Sorry.

No, it's okay.

Uh, I'm... I'm Harry.

Yeah.

I'm an old friend of Peter's. Yeah, I know who you are. Sorry.

I was kind of rushing.

No, I'm sorry he never introduced us.

I thought you two had broken up.

Oh.

Yeah. Yes, we had.

And it's...

It's complicated. Complicated. Yeah.

I mean, it's Peter. Heh. Everything's always complicated with Peter.

Yeah.

Yeah.

Yeah, you're right.

But that's why he needs you.

Right?

To help him make his choices clear.

Nice to meet you, Harry.

Yeah, it's such a pleasure, Gwen.


You've been in a terrible accident.

I'm Dr. Kafka.

I'm here to help you.

Course you are, doc.

That's why you're preparing military-grade biostim electrodes.

High-intensity capacitors.

The kind they make at Oscorp.

All of this because you're trying to help me.

You are correct.

I'm here to study you.

To understand what you are, why you are.

Und I will get results.

I always do.

You do realize you locked me in a prison that runs on electricity?

Mm. I can feel it in the walls.

I can feel it in my veins.

No matter what you do, doc, you can't contain it.

It's a force of nature.

Like me.

You wanna know how powerful I am?

Well, so do I.

Ooh!

I'm dying to know, doc.

But you better make damn sure you kill me this time.

Because if you don't, I'm gonna kill the light.

So everyone in this city is gonna know how it feels to live in my world.

A world without power.

A world without mercy.

A world without Spider-Man.

And everyone will be able to see me for who I truly am.

And who are you?

Don't you know?

I'm Electro.

Warning: Electrical restraint capacity reached.

Initiate lockdown procedure immediately.

Very impressive, Electro.

Lockdown initiated.

Aunt May?

Aunt May?

What are you doing?

When did you do this?

There's something you're not telling me, Aunt May.

Every time I mention my parents, your eyes go down.

I know you're not telling me something. You lie to me. I know you love me.

I don't lie. I know you love me, but you do.

Aunt May, Aunt May.

You have to tell me, May.

That's my father.

Yes, he was your father.

But that didn't seem to stop him from leaving you... here.

I need the truth.

The truth is, your parents left you here, on our doorstep.

You were this little boy whose whole world was turned upside down with no explanation.

We did the best we could, your Uncle Ben and I.

I mean, who else was gonna care for you, and protect you and worry about you?

Your father?

No.

I was the one who wiped your nose, and made you brush your teeth, and do your homework, or washed your dirty underwear. Me!

Your stupid, non-scientific aunt, who doesn't know how to make ends meet, who has to take nursing classes with 22-year-old kids so I can pay for you to go to college.

And I don't know how to do this without Ben.

I don't know how. And...

And you're dreaming about your perfect father, who was never here. No.

No, I won't tell you.

You're my boy.

As far as I'm concerned, you're my boy.

And I won't hurt you.

I'm your boy.

You're my everything.

You're enough. You're more than enough.

That's not what this is about. Don't get that twisted.

I love you so much. I know.

It's okay.

It's okay.

May.

I need to know.

All right.

I'll tell you everything I know.

But it will hurt you.

Okay.

A few days after the funeral, two government men came to see us.

They said the genetics research that your father was doing with Norman Osborn was very valuable, and that people would pay a lot for it.

And that's why he ran off with it.

They said he was a traitor.

I couldn't believe it, Peter.

They told us he betrayed his best friend, all of us, for the money.

I don't...

Oh, I don't get it. No, I don't... This doesn't make sense.

Yes, I know. I know. I didn't believe it either. I didn't believe it.

It doesn't make any sense.

Peter, I don't know.

For so long, I would play it over and over and over in my head.

What had I missed? What had I missed?

He was just this normal, unassuming guy.

He wore the same ratty lab coat for 20 years.

He took the D train to work at 7 every morning.

Came home at 6 every night.

I don't know.

Maybe everyone has a part of themselves they hide.

Even from the people they love.

Peter.

Peter.

Mr. Osborn.

Look up.

Think you're looking for me.

I cannot believe my eyes.

Spider-Man.

Just the man I wanted to see.

You, um... talked to Peter?

Yeah.

I wanna help you, Mr. Osborn. I really, really do.

I can't give you my blood. Not right now.

Excuse me?

It's too dangerous.

If our blood is incompatible, you could die.

I'm already dying.

Your blood can't make me die more.

But it could do something worse.

Okay.

All right, how much?

How much what? How much do you want? Name it.

You want a boat? You want a plane? You want money? How much do you want?

I don't want your money. Come on. Everybody wants my money!

I don't.

I thought you...

I thought you were supposed to save people.

I thought that's what you do, is you save people's lives.

You're... You're just gonna let me die.

I'm trying to protect you right now. No. No, you are not.

You're trying to protect yourself.

Look, we just need a bit more time to figure out something else. I do not have time!

I'm sorry.

You're a fraud, Spider-Man! Unh!

Unh! Hey! Hi. Hi.

Hi, I gotta talk to you for a second. I'm running late right now.

It's just gonna take a second. I can't. I'm sorry, Peter.

Just give me one minute. I just wanna say one thing and I'm gone.

Everything's a mess. Everything's insane. Shh. Shh.

My dad, my mom. Everything I thought about them? Lies.

Ha! Lies. Lies, lies, lies. Nothing makes any sense anymore.

I gotta figure out what I'm gonna do with Harry.

Of course I wanna save him. You know?

I wanna save him because he's my best pal.

And what if my blood works? But what if it doesn't?

I don't know. I got no idea.

Oh, God. I got nothing. I got nothing.

The only thing I keep coming back to, Gwen, is...

Ms. Stacy?

Shall I take you upstairs?

Yes. I'm so sorry.

I'm so sorry. I'm already late. Can I have just one more minute?

Okay. Thank you. I'm sorry.

I'm... Ahem. Okay. I have to be... Where are we?

I'm at my... last interview for Oxford right now.

Oxford. I didn't know. Yeah.

Oh. Okay, well...

I'm sorry to bother you, uh, my fair lady... Madam.

But who am I?

I mean, who am I? I'm John Hopkins.

I'm one of the young professors at Harvard, and I've been trying to get her to be in my...

Be a part of my team for a while now.

And she's just the best person I know and a scientific genius.

And...

Anyway, God save the queen.

I'm sorry everything's happening... Can you wait?

Peter. Peter.

What do you want to say to me?

What's the "one thing"?

I have to go to England, Peter.

It's important to me.

I mean, I don't know. Maybe we're on different paths right now.

You know? I don't know.

Maybe we're just going different ways. I don't...

I've gotta go. I gotta go.

Gwen.

Good luck.

Hi. Sorry.


He took the D train every morning at 7 to work.

Came home at 6:00 every evening.

"Roosevelt's secret station.

Track 61, a secret subterranean extension of New York's D Line train under Pershing Square built to transport President Franklin Roosevelt away from the public eye, to keep his polio hidden from the American people."

Mr. Osborn?

You all right?

Is there anything I can get you?

No, not unless you can bring those spiders back to life.

Spiders?

The ones that they destroyed...

"to restore investor confidence."

Go home, Felicia.

Take the day off.

Harry.

I think there may be another way to get what you're looking for.

I overheard Menken talking with one of our security heads.

Before they destroyed the spiders, they had the venom extracted.

Uh, what?

What are you saying?

That way, they could comply with the lawsuits, but still keep the data in case it ever became useful.

Where is it?

It's somewhere in the building.

It's somewhere off-books called "Special Projects."

Special Projects.

Most recent entry:

One hour ago.

"Approved by Harry Osborn."

Accessing Ravencroft Archive.

File 713.

What the hell?

File 71.

Subject: Dillon, Max.

And then I'm gonna kill the light so everyone in this city is gonna know how it feels to live in my world.

A world without power.

A world without Spider-Man.

Warning:

Your user access has been revoked.

He's busy. You can't go in there. He's busy.

What did you do?

The more relevant question is what did you do?

An employee is killed and in your first action as CEO, you cover it up.

No, you covered it up. Then you buried him in the bughouse using my name.

Ravencroft is a timeworn institution devoted to mental improvement.

You are experimenting on people in there.

Progress has its stepping stones.

Now, in light of your deceptive criminal actions, you've been...

How do I put this gently?

Fired.

You are not going to bury me too.

Looks to me like you're halfway in the ground already.

It's only a matter of time.

You're going to die a horrible death.

Like your father.

The difference is, no one is going to miss you.

Get him out.

Wait. Wait.

I know my way out.

A hundred dollars. Can you believe that?

Tell you why, you should put the lid on that but quick.

I tried. Good luck.

You should tell her to come down here and find one of those alligators.


Test.

My name is Richard Parker.

Whatever lies will be told about me, I would like the world to know the truth.

Oscorp was already a leader in genetic research when Norman Osborn made a deal with a foreign military organization to continue funding my research.

And I discovered what they were going to use it for.

Weapons. Biological weapons, of course.

So I refused.

And now, to eliminate me from the picture, Norman Osborn has falsified evidence against me in order to take control of my work.

Can I help you?

Uh, yeah, you can open the gate.

I'm Harry Osborn.

Now, there's a patient in that Isolation Wing that I need to see.

Joe, this is Mr. Osborn of Oscorp.

Sorry, without a yellow badge, I can't let anyone past this point.

But it doesn't matter because there's something else... that Norman doesn't know.

The human DNA that I implanted in the spiders... was my own.

Which means that without me, without my bloodline, Oscorp can never replicate or continue my experiments.

Keep Electro incubated with 400 milligrams of sodium thiopental und phenobarbital.

I have destroyed as much as possible from the archives.

But I didn't have time to kill all of the spiders.

So as a scientist, my choice is very clear now.

I have to disappear. I have to get as far away from here as I can.

But as a father, it means I may not see my boy again.

And nothing is as important to me as my son, Peter.

Nothing in this world.

But I have a responsibility to protect the world from what I've created, and to protect him from what I know Osborn is capable of.

People will say I am a monster for what I've done.

And maybe they're right.

I always thought that I'd have more time.

Dad? Dad!

I'm sorry.

Sedation off.

Psst.

I'm gonna get you out of here.

All right? But we don't have much time.

Who are you?

I'm Harry Osborn. I wanna make you a deal.

I should kill you.

Oh, come on.

Think bigger, Max.

I'm not the one you want.

You want Spider-Man.

And I can give him to you.

But I need something first.

I need you to get me into Oscorp.

Get you in?

You own it.

Heh. Uh, not anymore.

Oscorp betrayed us both, so I can't get in there without you and you can't get out of here without me.

What's happening?

Someone pulled an alarm in the lso Unit.

Get a containment team up there now.

You couldn't possibly know what I want.

You submitted the design for the grid, and they stole it. And now you want it back.

You just wanna take back what's yours.

How? It is all the power in the city, Max, and it's right at your fingertips.

And then once you shut down the grid, Spider-Man will come to you, and I want you to make him bleed.

Break it! Break it!

Max, we don't have much time!

Go! Go, go! Go!

Give me one reason why I should trust you.

Because I need you!

You need me?

Yes. I need you.

You are my only chance that I have at surviving.

You need me?

Yes. I need you.

I need you. Please! Please!

Please!

I know what it's like to be thrown away!

Please, Max!

I need you! I need you!


No!

You wanna be my friend?

I thought we were already friends.

I had a friend once.

It didn't work out.

Yeah. Me too.

Then let's go catch a spider.

You have one new voice message.

Hi, Peter, it's me.

Uh, I got in to Oxford.

Woo-hoo. It's very exciting.

I came by your house a little bit ago and I, um...

You weren't there, and so I'm on my way to the airport right now, because there's this early summer class that I found out about, and I thought that it would somehow be easier, I guess, this way.

I think that maybe it's time to let this go.

And that's not because I don't love you.

It's actually because I do, so, um...

Okay, bye.

We have to move, now. Why? What's happened?

Remember me?

Oh, my, Oh, my.

How the tables have turned.

I know it's hard to admit, but how spectacular a move is this?

Am I right? Right as rain.

Okay, so, Fairy Godmother, it is time to grant me a wish.

I want in to Special... How dare you come back in here?

You recalcitrant, unworthy, defective, urchin freaks.

Oh, God, I'm sorry. That's just not the answer we were looking for.

Clear.

Welcome back to the bonus round.

Hey, let's take a walk, shall we?

The grid is all yours.


The spider venom. Give it to me.

What is all this stuff?

The future.

Load one up.

It won't work.

We ran every diagnostic test apart from human trials.

You've actually already run human trials. You're just too stupid to know it.

Do it. Now.

You had it all this time.


It's Spider-Man.

Stop the cab.

Lady, I ain't even moving.


Whoa!

Hi. Hi.

Did you get my message? What message?

The message right there. Oh, that. That was you?

Don't do that. I couldn't make it out.

I'll tell you what it says. Says, "I love you."

Because I love you.

And no offense, but you're wrong. I'm wrong about what?

You're wrong about us being on different paths.

We're not on different paths. You're my path.

And you're always gonna be my path.

And I know there's a million reasons why we shouldn't be together. I know that.

But I'm tired of them.

I'm tired of every single one of them.

We've all gotta make a choice.

Right? Well, I choose you.

So Here's my thought.

England.

Both of us.

I'm following you now.

I'm just gonna follow you everywhere.

I'm just gonna follow you the rest of my life.

I mean, they got crime there in England.

Yeah. They got tons of crime, it seems.

Tons. They got, uh, Jack the Ripper. Heh, heh.

What?

They haven't caught Jack the Ripper yet. You didn't know that?

What the hell is that?

Is that Max?

He must have cut the power to the whole city.

PNA 322, you are...

I'm black. I have nothing.

Hey, I need Tech Ops up here right now.

The phones are down. Somebody go down and grab Tech Ops.

Hey, write down what you remember, people.

There's gotta be some kind of blackout plan, right? Some kind of backup?

There's an emergency reset at the power plant.

If he cuts the transmission lines, they're never gonna get this back up.

How will I stop him? Every time I get close, he fries my web shooters.

Have you tried grounding them? Tried everything.

Rubber, plastic... Did you try magnetizing them?

I didn't try magnetizing them.

Okay, well, remember 8th grade science class?

If you magnetize a nail with a battery...

It holds an electric charge. Yes.

New York Approach. This is Pan National 273 on approach.

How do you hear?

Approach, do you copy?

Radio's working. It's not us.

Do not panic. Everyone, please return to your vehicles.

Go back to your cars.

Remain calm.

Do not panic. Everyone return to your vehicles.

Go into your homes. Officer!

Spider-Man! Oh!

My father was Captain George Stacy of the 19th Precinct.

I knew who he was. What can we do? Jumper cables.

Jumper cables? Yes. And copper wire.

Am I talking louder than I usually talk right now?!

Yes. Ho.

Your suit'll ground you. All right, do it.

Okay, good. Try, try, try. Hurry, hurry, hurry.

Okay, it works, good.

That is why you were number two at Midtown.

Rub it in. Okay. Heh.

I gotta go. I'm coming with you.

You're not coming with me. Yes, I am.

It's too dangerous. I'm coming.

I've seen the grid specs and I know how to reset the system.

I'm coming with you! You need me! Okay, shut up. You're coming with me!

Shut the thing.

Sorry. I love you. Don't hate me.

Peter!

We still don't have backup generators.

Get me Engineering!

I need a respirator right now.

They're battery-operated. I'll get it.

Hang on.

Okay.


Do you see me now, Spider-Man?

It's time to meet our destiny.

Tower, we're experiencing some kind of electrical disturbance.

Instruments are going haywire. Radar is down.

We're flying blind out here. Do you copy?

Tower, repeat: We are standby only. What is happening?

Sir? There are two inbound flights on intersecting paths.

Time to impact? Four and a half minutes.

Clock it right now.

You're too late, Spider-Man.

I designed this power grid.

Now I'm gonna take back what is rightfully mine.

I will control everything.

And I will be like a god to them.

A god named Sparkles?

Not this time.

Is that all you got? Come on!

Come on!

You ready to give up?

Oh, thank you, Gwen Stacy.

Just shake it off. It's just your bones, and your muscles and your organs. Hunh!

Oh, boy.

I hate this song!


Spider-Man, bet you never saw this coming.

Really? You web me to a car?

What are you, a caveman?

You shouldn't be here.

You tie me up to go off to war? I know how to help you!

What are you doing here?! I know the grid specs.

I can reset the system!

You can't be here right now. I'm not messing around.

You can't be here right now. This is insane.

Nobody makes my decisions for me. All right? Nobody.

This is my choice, okay?

My choice. This is mine. Oh!

Now, how do we stop him? Okay, so he's electric, he's like a battery.

What happens if you overcharge a battery?

It explodes. Right.

So we use his power against him. Perfect.

Okay. I think I can reconnect the power lines.

But I need you to reset the system.

Okay, when I say you turn that power on, you turn it on.

No matter what. No matter what. Peter.

Go, go!


Sixty seconds to impact.


Aah!

Now, Gwen, now!

Do it now!


Uni 687...

This is LaGuardia Tower. Turn immediately to heading 280.

You have incoming traffic. I repeat: 280.

Defend immediately.

Whoo!

Yes!

All right, people, back to work. Let's land these planes.

I'll be back in a minute.

Oh, thank God. All right!

All right, we're back. Everyone, let's go.


I think we can still make your flight.

Gwen, stay there.


Peter.

When you said Spider-Man said no, you meant you said no.

Harry, what did you do?

What you made me do.

You were my friend and you betrayed me!

No.

I was trying to protect you. Oh.

Look at me.

Hey, it's gonna be okay. This is gonna be all right.

You don't give people hope.

You take it away.

No, Harry.

I'm gonna take away yours.

No. Gwen, run! Aah!

Harry!

Harry, put her down!

Harry, stop this right now!

This isn't you, Harry. This is not you. Harry, put her down.

Harry. Harry is dead!

Harry, this is between you and me. You wanna fight?

Fight me! Let her go!

Okay.

No!

You okay? Mm-mm.

I got you, Gwen. I'm gonna put you down right here.


Peter?


Hey. Hey.

Gwen?

Hey.

Hey!

Gwen?

Hey.

Breathe.

Hey, Gwen.

Hey.

Hey.

You're okay.

Gwen?

Stay with me, stay with me.

Stay with me, stay with me. You stay with me.

Gwen.

Gwen!

No, please, please.

Please.

I can't do this without you.


Leave us.

You've made progress.

I've identified several worthy candidates.

Now that Spider-Man's gone, this city will never be the same.

Oh, I'm counting on that.

Speaking of progress, you're looking better.

It comes and goes.

Tell me more.

How many men did you have in mind?

I wanna keep it small.

Everything you need is already at Oscorp.

Access granted.

Welcome, Mr. Fiers.

Who's our first volunteer?

Aleksei Sytsevich.

Currently serving a life sentence.

He is most eager to join us.

Good.

Start with him.

Russian gangster Aleksei Sytsevich was broken out of a classified penitentiary known simply as the Vault by an unknown team of men.

It's yet another example of increased criminal activity since the disappearance of Spider-Man five months ago.

The web-slinger's absence has left a hole in the heart of the city.

Believe it or not, even the New York City Police Department has joined the chorus of New Yorkers in hoping for the return of the web-slinger.

The entire world seems to be asking the same question:

Where is Spider-Man?

Oh. Too bad about that spider guy.

Too bad he's disappeared. Seems like everybody really needs him.

Where you going?

Eat my cereal. Peter.

Where you going?

I don't know.

You know, it's so funny. I've been...

I've been trying to clean up around here, get organized, and been putting some of Ben's stuff in boxes.

And it's so funny, the heavier the box gets, the lighter I feel.

You're throwing his stuff away? No.

No. God, no.

I couldn't do that. It's part of me.

I'm just finding a better place for it.

I'm gonna take one last look, and I'm gonna put it where it belongs.


It's easy to feel hopeful on a beautiful day like today.

But there will be dark days ahead of us too.

There will be days where you feel all alone.

And that's when hope is needed most.

No matter how buried it gets, or how lost you feel, you must promise me that you will hold on to hope.

Keep it alive.

We have to be greater than what we suffer.

My wish for you is to become hope.

People need that.

And even if we fail, what better way is there to live?

As we look around here today at all of the people who helped make us who we are, I know it feels like we're saying goodbye.

But we will carry a piece of each other into everything that we do next, to remind us of who we are, and of who we're meant to be.

I've had a great four years with you.

I'll miss you all very much.

Whoa!

Let's go! Move it.

Get down! Take cover!

I'm here live on Park Avenue and 56th Street where it is complete chaos.

A man in some sort of weaponized armored suit is wreaking havoc on Midtown.

I am the Rhino!

I told you I would be back!

No! No! A kid!

Hold your fire!

Everybody, hold your fire.

Unit 2, stand down. Stand down. Civilian in our line of sight.

Kid! You gotta get...

Look, New York!

Spider-Man is back.

Leave the kid alone!

That's my baby! Please.

Brave boy. Huh?

Does Aleksei scare you, little boy?

Hey, Spider-Man.

I knew you'd come back.

Yeah. Thanks for stepping up for me.

You're the bravest kid I've ever seen.

I'm gonna take care of this jerk. You go take care of your mom. Okay?

All right, get out of here. Go. Go.

You fight me?

You fight me now? Huh?

On behalf of the fine people of New York City and real rhinos everywhere, I ask you to put your mechanized paws in the air.

Never!

I crush you! I kill you! I destroy you!

You want me to come down there so you can kill me?

Yes!

I'll be right there. Ah...

There's no place like home.


♪ And everybody know the story Of David and Goliath ♪

♪ But this is bigger than triumph This is for the warrior ♪

♪ This is for you and I ♪

♪ This is for euphoria Give me a piece of mind ♪

♪ God is recording this Won't you look in the sky? ♪

♪ Tell him that you got The behavior of your neighbor ♪

♪ Even when stability's Never in your favor ♪

♪ Fly with the turbulence Only last a minute ♪

♪ Land on your dreams And recognize you live it ♪

♪ Walk through the valley and peaks With bare feet ♪

♪ Run through the flames There's more passion for me ♪

♪ I passed testimony Just so the world can see ♪

♪ My battle wounds on me You watching me lick 'em clean ♪

♪ I know, I know, my pride, my goals My highs, my lows ♪

♪ I know, I know, it's mind control ♪

♪ I know I could prosper, no impostor Prosecute my posture ♪

♪ I stand up and I stand by her What? ♪

♪ I am a freedom fighter The name that history wrote ♪

♪ And even through disaster Eye of the tiger for hope ♪

♪ I'm trying to find my way back There's no day off for heroes ♪

♪ And even when I'm tired "Go" is the only word I know ♪

♪ And the night is takin' over And the moonlight gets exposure ♪

♪ And the players have been chosen And it seems like fate has spoken ♪

♪ When it seems your faith has broken By the second, losin' focus ♪

♪ Ain't no way to get off Get off, get off, get off ♪

♪ Unless you move forward ♪

♪ I'll bet they wonder how I go on ♪

♪ Go on ♪

♪ I'll bet they wonder how I go on ♪

♪ Go on I'll simply say ♪

♪ It's on again, it's on again ♪

♪ Whoa ♪

♪ The world don't stop, it's on again ♪

♪ It's on again, whoa ♪

♪ You say the work don't stop 'Cause they don't stop ♪

♪ And everybody here Trying to get on top ♪

♪ Everybody from the 'burbs Down to the block ♪

♪ Gotta hold on tight and don't let go Let go ♪

♪ Huh, so you think you hot? Gotta grind hard, give it all you've got ♪

♪ You can have or you can have not You see that a lot in the ghetto ♪

♪ I go on ♪

♪ Go on ♪

♪ I'll bet they wonder how I go on ♪

♪ Go on I'll simply say, it's on again ♪

♪ It's on again, whoa ♪

♪ The world don't stop It's on again ♪

♪ It's on again, whoa ♪ ♪

♪ Patience, test my patience ♪

♪ If I made it too hard for you ♪

♪ Maybe you should've changed it ♪

♪ Say it, you should say it ♪

♪ 'Cause I'd say I was wrong ♪

♪ Just to make it fill all the spaces ♪

♪ Waiting, always waiting ♪

♪ If I gave you control ♪

♪ Would you say that We could've saved it? ♪

♪ We could've saved it ♪

♪ I hope you find a way To be yourself someday ♪

♪ In weakness or in strength Change can be amazing ♪

♪ So Ipray for the best I pray for the best for you ♪

♪ I wish you could be honest I wish you could be honest with me ♪

♪ With me ♪

♪ I wish you could be honest I wish you could be honest with me ♪

♪ With me ♪

♪ Chasing, always chasing dreams ♪

♪ Why'd you stick around? Why'd you stay with me? ♪

♪ Why'd you fake it? ♪

♪ Hesitation ♪

♪ Is killing me too ♪

♪ But I couldn't save it I couldn't save it ♪

♪ I hope you find a way To be yourself someday ♪

♪ In weakness or in strength Change can be amazing ♪

♪ So Ipray for the best I pray for the best for you ♪

♪ I wish you could be honest I wish you could be honest with me ♪

♪ With me ♪

♪ I wish you could be honest I wish you could be honest ♪

♪ I wish you could be honest