Every Live Action SPIDER-MAN Movie Recapped (Including ‘No Way Home’)
welcome to my recap of every live-action
spider-man appearance from sam remy's
2002 film all the way through 2021's no
way home use the chapter markers to skip
ahead or just sit back and enjoy the
peter parker is the school nerd picked
on by all except two people first
there's mary jane watson the girl next
door he's loved since he was a child who
is currently dating flash thompson and
the other is his best friend harry
osborne the rich kid and son of
scientist entrepreneur norman osborne
norman is strict as a father and
disappointed that harry is yet to live
up to his intellectual standards in fact
he's more impressed with peter who shows
an aptitude for science you know
i'm something of a scientist myself on a
field trip to a science lab parker
suffers his usual bad luck watching his
best friend flirt with his lifelong
crush then a genetically engineered
super spider escapes its shelter and
bites peter at oscorp norman vise for a
military contract by showing off their
new glider
but their human performance enhancers
aren't ready yet rats showed an 800
increase in strength but one test case
showed unusual violence aggression and
insanity
regardless norman wants to push ahead
with human trials while dr strom insists
on going back to formula
back to formula dr osborne the military
representatives threaten to pull funding
if norman can't show a successful human
trial within two weeks peter returns
home to his uncle ben and aunt may who
raised him in his parents absence
though he skips dinner and heads
straight to bed not feeling well after
the spider bite he passes out while
internally the super spider dna combines
with his own at the lab osborne
recklessly tests the performance
enhancers on himself the effects are
immediate as osborne kills dr strom in a
blind rage
the next morning peter finds his
eyesight repaired he now sports an
impressive physique and his hand is
sticky at school mj ignores peter as
usual until she slips and peter uses his
new reflexes to catch her and her lunch
wow great reflexes and for the first
time she notices him hey you have blue
eyes i i didn't notice without your
glasses the moment of glory is
short-lived as spiderwebs suddenly spurt
from peter's wrists trying to escape
unnoticed peter accidentally flings a
lunch tray at flash thompson who later
attacks in retaliation peter easily
dodges the bully's attacks and defeats
him in one punch
later peter tests his abilities finding
that he can climb on walls leap from
building to building and shoot webs from
his hand like a grappling hook though it
takes a few tries
[Music]
that night peter gets home to find his
uncle painted the kitchen alone a chore
peter was supposed to help with and
across the street he hears mj's
alcoholic father yelling at her peter
takes out the trash as she steps outside
for fresh air and the two chat about
their upcoming graduation he hopes to
move to manhattan take a job as a
photographer and work his way through
college she wants to move to the city
too and become an actress she's
embarrassed at the admission but peter
believes in her you're awesome in all
this cool place really yeah the next day
peter sees an ad in the paper for
amateur wrestling which calls for
colorful characters so he sketches
himself a spider-themed costume later
uncle ben talks to peter about his
behavior lately shirking chores and
beating up flash thompson remember his
uncle says with great power
comes great responsibility peter shouts
for him to stop pretending to be his
father then storms off at the wrestling
match participants are offered three
grand if they can last three minutes
with bone saw peter signs up under the
name the human spider but the announcer
instead introduces him as
spider-man he easily defeats bonesaw but
the organizer refuses to pay him the
full amount since the deal was to last
three minutes and spider-man won far
quicker than that as peter leaves a man
points a gun at the organizer and robs
him when the thief runs off peter lets
him go feeling no sympathy for the
organizer that refused him full payment
on the way home peter finds cops tending
to a wounded man his uncle ben shot by a
carjacker
peter watches his uncle die then chases
the assailant as he gets the hang of
swinging through the city with webs he
corners his uncle's killer at a
warehouse and recognizes him as the
crook he didn't stop earlier when the
man pulls a gun peter disarms him and
breaks his wrist the criminal stumbles
backwards then trips and falls out of
the warehouse to his death peter returns
home and comforts his now widowed aunt
in a desert the military rep that
threatened norman watches oscorp's
competitor test out their exoskeleton in
place of the failed human performance
enhancers but they're interrupted by
norman osborne's cackling as he flies in
on the glider and blows them up the next
day peter and harry graduate high school
norman congratulates harry on not
flunking out then peter for his science
award
meanwhile mj breaks up with flash
thompson and harry notices that night
peter misses his uncle and cries aunt
may comforts him later peter looks at
the costume he drew and thinks of his
uncle's words with great power comes
great responsibility
in the days that follow he dons a new
costume while stopping crimes and saving
lives the city comes to know him as a
hero named spiderman
[Music]
but one man sees him as a menace j jonah
jameson editor of major newspaper the
daily bugle but spider-man sells papers
so jameson asks for his photo to be
splayed on the front cover unfortunately
no one can get a decent picture of him
so he puts out a bounty put an ad on the
front page cash money for a picture of
spider-man he doesn't want to be famous
and i'll make him infamous while looking
for a job peter runs into mj and finds
out she's dating his friend and now
roommate harry osborne later he sees the
daily bugle ad asking for photos of
spider-man so the next time he fights
crime he sets up a camera to take
continuous photos at the bugle jameson
calls the picture as crap but buys them
and agrees to work with peter as a
freelancer turning down peter's request
to get hired full time at oscorp the
board informs norman that they've
decided to sell the company to quest
and one of the terms of the agreement is
that norman be let go as ceo the deal is
to be announced after ozcorp's world
unity festival norman is not happy about
being fired you know how much i
sacrifice at the festival harry is
disappointed in mj she didn't wear the
black dress like you wanted the one he
thought would impress his father
meanwhile peter takes pictures for the
bugle until he suddenly senses danger
thanks to his spider sense a nearly
precognitive ability to anticipate
threats inherited from the super spider
norman arrives on his glider dressed in
a green costume he kills the board of
directors that fired him and nearly
kills others in the crossfire but peter
quickly becomes spider-man to stave off
osborne and rescue the bystanders when
spider-man damages the glider norman
flies off and vows they will face each
other again soon
meanwhile a balcony collapses thanks to
damage caused by norman and peter
catches a falling mj then swings her to
safety as he flies off mj watches
whimsically she later tells harry how
incredible spider-man was and he gets
jealous while peter overhears their
phone call with a self-congratulating
smile
afterward harry apologizes for dating
peter's crush but adds it's just you
know you never made a move elsewhere
norman hallucinates a twisted version of
his own voice speaking to him don't play
the innocent with me through his
reflection in the mirror his evil alter
ego tells norman how he killed the board
members
norman is horrified to learn he's going
insane thanks to the performance
enhancers then the reflection tells him
they'll be able to gain so much power
but first they need to get rid of
spider-man either by killing him or
recruiting him at the bugle jameson
names the new villain the green goblin
just before the goblin himself shows up
and chokes him demanding to know who
brings in the photos of spider-man but
the newspaper editor protects parker's
identity saying the photos come in
anonymously
then spider-man comes to the rescue and
the green goblin knocks him out with
noxious gas
when peter wakes the goblin tells
spider-man that despite the hero he's
been the city will eventually turn
against him instead the goblin offers an
alliance he tells spider-man to think
about it then flies off the next issue
of the daily bugle falsely claims that
spider-man teamed up with the goblin to
terrorize jameson and with the paper's
influence citizens begin turning against
spider-man just like norman promised
they would later peter checks in on mj
after a failed audition and offers a
conciliatory cheeseburger but she has
dinner with harry peter asks how things
are going with him but quickly stops
himself mj's expression shows that
things aren't going very well with harry
and coyly asks why peter is so
interested then before leaving she says
i better run tiger he notices some thugs
follow her so he changes to spider-man
and comes to the rescue she thanks him
and while he hangs upside down in the
rain she rolls up his mask to just below
his nose and they kiss
the next day the green goblin sets an
apartment building on fire to bait
spider-man peter rescues a baby then
returns to search for more survivors but
only finds the goblin peter turns down
his proposal for an alliance so norman
attacks and wounds spider-man's arm
before he escapes later aunt may hosts a
thanksgiving dinner with mj and the
osbournes before they say grace norman
notices the wound on peter's arm giving
away that he's spider-man norman excuses
himself and harry goes after him saying
he was excited for him to meet mj norman
loudly tells his son that the girl is
just after his money inside peter aunt
may and mj hear the whole thing mj
storms off while harry pitifully defends
his father elsewhere norman's twisted
alter ego demands he make peter suffer
by going after his loved ones so the
green goblin pays aunt may a visit and
terrorizes her peter finds her in the
hospital and overhears her ramblings
about those horrible yellow eyes later
mj visits mae and peter at the hospital
she tells peter that she's been ignoring
harry's phone calls the fact is she's in
love with somebody else spider-man peter
tells her that he's kind of spider-man's
unofficial photographer and spider-man
actually asked him what he thought of mj
peter tells her what he said about the
whirlwind of emotions you feel staring
into mary jane's eyes and she's touched
by his words
aunt may slyly listens pretending to be
asleep while mj takes peter's hand just
as harry walks in to witness their
closeness he returns home and tells his
dad that he was right about mj she
doesn't love him she loves peter and
peter's been in love with mj since the
fourth grade norman quietly takes note
of this important person in spider-man's
life as another potential victim
then comforts his son with a hug at the
hospital aunt may encourages peter to
tell mj how much he cares about her
everyone else knows and it occurs to
peter that everyone else may include the
green goblin and mj might be in danger
he runs to call mj but the green goblin
answers and tells him where to find her
on top of the queensborough bridge the
goblin rips a trolley car full of
children from its tracks then gives
peter a choice
save them or save mj he drops both and
rather than choose spider-man catches mj
then the trolley he holds them both
making it near impossible to fight off
the goblins attacks
but spider-man isn't alone citizens on
the bridge throw trash and other objects
at the goblin which gives peter a chance
to safely lower mj and the trolley to a
barge below the goblin chases peter to
an abandoned building where they have
their final showdown peter nearly
defeats him until the villain unmasks to
reveal his identity seeing his friend's
father peter hesitates until the goblin
calls for his glider peter dodges the
attack and the machine strikes norman
instead impaling him against the wall
peter he says
don't tell harry then he dies
spider-man returns the dead man's body
to his home but before he can flee harry
spots him and at norman's funeral he
vows revenge on spider-man for killing
his father
looking at his uncle's grave peter
realizes that no matter what he does
everyone he loves will suffer
so when mj confesses her love for him
and kisses him peter walks away and to
the heartbroken mj the kiss feels
familiar
two years later peter struggles to
balance his life as peter parker with
his responsibilities as spider-man he
loses his job as a pizza delivery man
and makes only meager funds when he
turns in pictures of spider-man which
jay jonah jameson just uses as fodder
for more slanderous stories in the daily
bugle at the university dr connors
chides peter for missing class again and
for his steadily declining grades he
also reminds peter that his paper on dr
otto octavius's fusion project is
overdue later peter walks into a
surprise party thrown by his aunt may
along with harry and mj it takes a
second for him to remember that it's his
birthday and it takes just one more
second for his friends to ask why he's
been so unavailable and distant lately
peter asks about ozcorp and harry shares
that he's now the head of special
projects in fact they're funding one of
peter's idols otto octavius harry offers
to arrange a meeting he also gestures to
mj and tells pete that she's clearly
still in love with him she's waiting for
you pal the subject changes to
spider-man and peter's photography of
him seething with hatred harry asks
peter if he knew who spider-man was
would he tell him when pete doesn't
answer harry walks away later while his
exhausted aunt sleeps peter spots a
foreclosure notice when she wakes she
offers pete 20 for his birthday and when
he refuses she responds for god's sake
it's not much now take it outside peter
runs into mj and she tells him how she
likes seeing him tonight she waits for
him to make a move but is as always
disappointed she tells him that she's
seeing someone now and senses peter's
jealousy he breaks the awkwardness by
telling her that he'll finally see her
play tomorrow night before leaving she
says
don't disappoint me
i won't
back home mr ditkovic gives peter a hard
time for his late rent then pete returns
to his humble apartment the next day
harry introduces pete to otto octavius
who heard from connor is that peter is
brilliant he also tells me you're lazy
otto tells peter about his fusion
project which will bring the world
nearly limitless and clean energy
peter is concerned about the stability
of the reaction but otto assures him
he's aware of the risks and accounted
for them throughout their conversation
otto is impressed with peter's
scientific acumen oh rosie i love this
boy on the night of mj's play peter
dresses up picks up some flowers and
disappoints his friend when duty calls
as spider-man he saves some innocent
lives and stops some criminals but as
peter parker he has little luck at the
feeder the usher will not allow him in
since the play is in progress
afterward peter watches from a distance
as mj kisses the man she's seeing though
she gives one more glance to see if
peter is around but she just misses him
when peter swings through the city as
spider-man he suddenly finds that his
webs won't shoot so he falls and crashes
to the ground the next day peter calls
mj and leaves an apologetic message but
it does little to assuage your
frustration peter wishes he could tell
her the truth that he's spider-man so
she'd know why he's always late or
doesn't show up but he knows that would
put her in danger
later peter and harry attend otto's
fusion energy demonstration in order to
work with the dangerous materials otto's
developed four metallic arms they fuse
into his cerebellum so he can control
them like his own appendages they also
have an artificial intelligence of their
own but an inhibitor chip ensures auto
controls them and they do not control
him the fusion reaction depends on a
precious material called tritium there's
only 25 pounds of it on the planet otto
inserts the material and begins the
fusion reaction
the power of the sun
in the palm of my hand but the reaction
grows unstable and dangerous attracting
metal from around the room peter
disappears while harry orders otto to
shut it down but otto assures it'll
stabilize when flying debris nearly
kills harry spider-man saves him
spider-man tries to shut down the
reaction but otto stops him then
shattered glass kills otto's wife and
the reaction destroys the inhibitor chip
leaving him vulnerable to the ai then
peter finally shuts down the reaction at
a lab doctors attempt to remove the
metal arms from otto's body but the arms
come to life and slaughter the doctors
then otto wakes and sees the damage
caused by his machines
otto returns to his destroyed lab where
the uninhibited ai turns him mad and
tells him to rebuild
and it tells him to steal the money
he'll need to do it so he visits a local
bank and rips the doors off the safe the
same bank where peter and his aunt are
inquiring about alone peter runs off to
become spider-man
don't believe me
oh that boy yours is a real hero
he fights the mad scientist but once
again his webs fail him and doc ock
takes aunt may hostage he pursues the
villain as his webs begin to work again
and ultimately rescues his aunt but otto
gets away with the money that night
peter attends an event as the daily
bugle's photographer where jay jonah
jameson's son an astronaut is being
honored and the astronaut is attended by
his girlfriend mary jane watson peter
watches heartbroken he finds her later
and tries to apologize again for missing
her play but she is unimpressed and
tells him that she can't keep thinking
about him
it's too painful then a drunk harry
approaches peter and chastises him for
his loyalty to spider-man the man who
killed his father
finally peter is crushed by an
announcement from captain john jameson
the beautiful miss mary jane watson just
agreed to marry me
that night his powers fail him again and
he crashes in a dark alley he also finds
his eyesight failing as he reads the
bugle's latest headline spidey and ock
rob bank
as doc ock uses his funds to rebuild his
lab peter has a vision of uncle ben and
tells him
i'm spider-man
no more he throws his costume in the
trash and walks away
in the next few days he is the old
powerless peter parker the one who has
bad luck doesn't fight crimes and gets
good grades and the one who attends mary
jane's plays
he tells mj that he's changed and he can
now be there for her but she says that
it's too late she's engaged to jon and
that is not going to change
one day peter and his aunt may visit
uncle ben's grave she blames herself for
his death she was the one that suggested
ben pick peter up but peter finally
confesses that he is the one responsible
he tells her about a thief he had a
chance to stop but didn't a thief who
went on to kill his uncle peter grabs
her hand but she pulls it away and
leaves the room
doc ock visits harry and demands more
tritium for a larger fusion experiment
when threatened harry agrees on the
condition that och bring him spider-man
alive
harry adds that spider-man can be found
through peter parker the kid who takes
pictures of him elsewhere peter comes
across a burning building and finally
decides to be a hero again with or
without the costume he runs in and
rescues a child though he later learns
there was one more person in the
building who never made it out
later the landlord's daughter offers
peter some chocolate cake and watches
with the unmistakable look of a girl
with a crush
then at aunt mae's house he finds her
packing up to move into a small
apartment one she can afford peter tries
to apologize for his last visit but she
stops him she says it's water under the
bridge and it was brave of peter to tell
her the truth about uncle ben
then she says i love you and hugs him
she also tells peter how people need
heroes and how sometimes heroes have to
give up the thing they want the most
even their dreams with his mind cleared
peter focuses and tries to use his
powers again
but he falls again
later mj asks peter to meet her at a
cafe it seems peter's been on her mind
and she's ready to give things another
shot
but peter quickly tells her that he was
wrong before he thought he could be
there for her but he can't he leaves off
the reason that he's decided to be
spider-man again frustrated she asks
do you love me
or not and he responds all right
don't
she doesn't believe him and asks him to
kiss her but as they lean forward his
spider sense activates a car crashes
through the cafe and peter tackles mj to
safety then och appears and demands
peter tell spider-man to meet him at the
west side tower at three o'clock he
takes mj with him as collateral and
tosses peter into the debris
peter crashes out of the destroyed cafe
suddenly he finds his eyesight restored
and his strength returned at the daily
bugle jameson keeps spider-man's costume
on the wall someone found it in the
trash and sold it to him for a hundred
bucks
but peter takes it back leaving a note
behind spider-man returns and meets ock
at the tower their fight takes them from
the top of the tower onto a moving
subway car then the villain realizes
spider-man's weakness
innocent lives he tosses two bystanders
but peter quickly catches them so ox
sets the subway cart to its fastest
speed removes the brakes and takes off
you have a train to catch sparks from
the broken control panel force peter to
remove his mask
then as the train careens toward a dead
end peter stands in front of it and
spreads his arms to fire webs onto any
buildings nearby he holds on tight and
depletes every ounce of his strength as
his body and webs force the train to
stop when he collapses from exhaustion
the citizens catch him and set him on
the floor they're shocked by what they
see
he's just a kid
and older than my son
they promised to keep his face a secret
and return his mask then ock returns the
citizens stand in his path to protect
the exhausted hero but he easily brushes
them aside and delivers spider-man to
harry osborn osborne hands over the
tritium and och leaves then harry draws
a knife and prepares to kill spider-man
but first unmasks him
peter wakes up and frees himself from
the restraints he asks where ak is
keeping mj but harry says he just wanted
the tritium peter realizes the mad
scientist must be rebuilding the machine
which will kill mj and half the city but
harry doesn't care about that right now
instead he says peter
you killed my father
there are bigger things happening here
than me and you harry please i've got to
stop him spider-man arrives at the lab
just as otto activates the machine peter
frees mj and electrocutes the villain
but the unstable reaction continues to
grow peter runs to the day's scientist
and reveals his identity dr octavius
we have to shut it down
please tell me how octavious smiles
peter parker
brilliant but lazy then the tentacles
take over again and he refuses to
destroy the reaction peter begs him to
remember the benevolent scientist he
always was and ignore the monstrous
tentacles his words work dr octavius
looks at the mechanical appendages and
orders them
listen to me now
he tells pewter to go while he stays
behind to stop the reaction by drowning
it in the river peter shares one last
look with octavius then it turns to see
mj and she sees him without his mask
then the building collapses but peter
catches the debris just in time to save
her as he struggles to hold it peter
tells her
mj
in case we die but he doesn't need to
finish she knows that he loves her you
do love me
i do meanwhile octavius promises himself
that he will not die a monster he pulls
the structure down into the river
drowning it and himself
peter tosses away the debris and escapes
with mj so they can finally talk plainly
i think i always knew she says so you
know why we can't be together he adds
spider-man will always have enemies i
can't let you take that risk i will
always be spider-man
you and i can never be
elsewhere harry osborne stews in his
home and suddenly hears the laughter of
the green goblin the vision of his
father appears behind a mirror and
demands harry avenge him but peter is
his best friend harry resists throwing
his knife at the mirror revealing the
secret hideout behind it where norman
kept his goblin suit pumpkin bombs
performance enhancer and the glider on
the day of her wedding mj abandons jon
at the altar and instead runs to peter
she tells peter that she knows the risks
but it's her decision to make and she
wants to face those risks with him
finally they kiss and in the distance
they hear a siren
go get him tiger and spider-man swings
toward danger to save the day
one year later things are going well for
peter the city loves spider-man he's at
the top of his class in school and of
course he's in love
things between him and mj are great but
not everything is perfect his friend
harry still isn't speaking to him and
unbeknownst to peter harry is taking the
same performance enhancers that turned
his father into the green goblin one
night while peter is out with mj a
meteorite crashes and a gooey black
alien substance crawls off it and on to
peter's bike elsewhere escaped convict
flint marco evades the police and visits
his sick daughter penny
but her mother catches him and the two
fight before he leaves flint promises
penny that one way or another he will
get the money they need for her
treatment and they will make her better
at aunt mae's apartment peter announces
that he plans on asking mj to marry him
she of course gives her blessing and
gives peter the ring that ben once gave
her on the way home peter is attacked by
harry osborn using upgraded goblin gear
you knew this was coming pete in the
fight peter tries telling the truth
listen to me i didn't kill your father
but harry doesn't listen and in the
ensuing struggle peter knocks harry
unconscious
when he sees his friend isn't breathing
peter administers cpr
then brings him to the hospital where he
is resuscitated elsewhere flint marco
runs from the police and accidentally
stumbles into the middle of a particle
physics test the scientists don't see
him when they activate the machine and
seemingly turn flint into sand
at the hospital harry wakes up though he
suffered memory loss he remembers that
his father died but not that spider-man
killed him
or that his friend peter is spider-man
at the particle test site flint wakes up
as living sand and rearranges himself
roughly into the shape of a human
though he quickly gains more control
over his power and soon looks just like
the old flint later mj visits peter
upset over critics bashing her recent
performance in a play he tries to lend a
sympathetic ear but is called away by
spider-man duties she understands but is
frustrated spider-man arrives at the
scene where a construction accident
nearly kills gwen stacy daughter of
police captain george stacy he saves the
girl and then gets his picture taken by
the new delhi bugle photographer eddie
brock brock promises him he'll take way
better pictures of spider-man than peter
parker does
and at the bugle jameson buys brock's
photo of the crane accident over peter's
the flames of their rivalry are fanned
when both ask for a staff job rather
than freelance jameson agrees that
whoever snaps a photo of spider-man and
the act of committing a crime will get
the job
later with harry's hatred forgotten he
and peter get along though harry is
surprised by his quick reflexes not yet
remembering the goblin performance
enhancer is coursing through his body at
the play house mj arrives for rehearsal
only to learn she's been fired after her
recent drubbing by the critics later she
attends an event where spider-man will
be given a key to the city as a thank
you for saving the police captain's
daughter and mj watches as gwen thanks
spider-man personally kissing him while
he hangs upside down in front of the
crowd after getting fired finding her
boyfriend unavailable to lend a
sympathetic shoulder and seeing her kiss
recreated with another woman she's had
enough and turns to leave but is
interrupted by a cloud of flying sand
flint marco uses his new form to fly
through the city and steal cash from an
armored truck spider-man goes after him
but flint's ability to become sand and
absorbs spider-man's attacks lets him
get away
later peter heads to a nice restaurant
where he intends on proposing to mj she
arrives in a sullen mood but peter
obliviously talks only about himself and
how popular spider-man has become things
only get worse when gwen stacy happens
to be there and puts her hand on peter's
shoulder after gwen leaves mj finally
tells him that she's upset when you
kissed her
who was kissing her
spiderman or peter peter pitifully
defends himself and she storms off he
fishes the ring out of the champagne
later peter and his aunt are called into
police headquarters where they're
informed that they were wrong about who
killed uncle ben dennis carradine was
just an accomplice but flint marco is
the true killer he confessed the crime
to a cellmate before escaping prison mj
hears about it and visits peter to see
if he's okay but he gruffly tells her
that he's fine and she leaves
then after hours of listening to the
police radio for a sign of his uncle's
killer peter passes out while he's
asleep the black goo from the meteorite
finds him and engulfs his body when he
wakes up he's hanging off a building in
a black spiderman outfit feeling
powerful he brings a sample of the goo
to his professor dr connors he observes
that it has the characteristics of a
symbiote which needs to bond to a host
to survive and once it bonds it may be
hard to unbond
back home peter finally hears word of
the police chasing marco he opens his
closet and skips the red and blue outfit
picking the black one instead
at the scene of the crime eddie brock
shows up to take spider-man's picture
but peter breaks the man's camera before
leaping underground after marco he
notices that water has an adverse effect
on the sandman so he rips open a pipe
the flood of water turns marco into mud
and washes him into the drainage system
returning home peter snaps at his
landlord and realizes the symbiote may
be affecting his personality
you'll get your rent when you fix this
damn door so he removes the black suit
before visiting aunt may he proudly
tells her that spider-man killed flint
marco last night
but he's surprised when she is only
shocked and not happy to hear it adding
uncle ben meant the world to us but he
wouldn't want us living one second with
revenge in our hearts later peter
apologizes to the landlord and agonizes
over what he'll say to mj when he calls
her meanwhile she visits harry
where they do this
this
and this
after the kiss mj apologizes and leaves
then harry suddenly remembers everything
including his vow for revenge against
spider-man his father speaks to him
again and tells him to make peter suffer
attack his heart so harry pays mj a
visit and tells her that if she wants
peter to live she'll have to do
something for him you're gonna do
something for me
and she does she asks peter to meet her
and tells him that she doesn't want to
see him anymore the dumb founded peter
says they can work it out and shows her
the ring but she is steadfast and lies
to him i've fallen in love with someone
else then leaves
watching from a distance harry
congratulates mj on her performance
then harry meets with peter and pretends
to still have amnesia and everything is
fine between them in their conversation
peter learns for the first time that mj
was fired from her broadway show he's
shocked she was fired and she told you
she didn't tell me and harry lies saying
he's the other guy that mj is in love
with peter leaves and a waitress asks
harry how the pie is he responds
stewing in his apartment peter decides
to wear the symbiote then pays harry a
visit in the ensuing fight peter
eventually gets the upper hand and tells
harry he's done trying to convince him
that he didn't kill his father you took
him from me he loved me harry says
no peter replies he despised you
harry throws a pumpkin bomb but peter
quickly grabs it and throws it back at
him harry is engulfed in the explosion
as peter walks off later peter finds
spider-man's reputation in tatters after
the daily bugle publishes photos of him
stealing money photos forged by eddie
brock at the bugle peter approaches
eddie celebrating his new staff job and
shows him proof the picture is fake
eddie begs him to keep it to himself
look i'm begging you if you do this i
will lose everything there's not a paper
in town that will hire me you should
have thought of that earlier
but peter hands in the proof and eddie
is fired in the days that follow the
symbiote continues to affect peter
driving him to more aggressive and
impulsive behavior you got anyone nuts
um
i have some nuts i could make something
me some he brings gwen out on a date to
the jazz bar where mj now works as a
singer and waitress peter joins mary
jane on stage and dances at her
then dances seductively with gwen though
when gwen realizes it was all to make mj
jealous she leaves when a bouncer tries
to make peter leave he fights back and
when mj gets involved he strikes her at
the sight of her in pain caused by him
peter snaps out of it and sees what he's
becoming and he realizes that the
symbiote is causing it drawn by its
ringing peter heads to a church's bell
tower and tries to remove the suit but
finds it stuck to him until he strikes
the bell and it seems to adversely
affect the suit
downstairs the humbled and humiliated
eddie brock prays for revenge against
peter the ringing bell draws his
attention and he follows it to see
parker struggling with the black goo
with the help of the ringing bell peter
removes it and the symbiote finds its
next host eddie brock
then with his new powers and corrupted
mind brock finds flint marco now
recovered from spider-man's water attack
the two agreed to team up and take out
spider-man together
brock kidnaps mary jane and holds her
hostage in a taxi suspended 80 stories
above the ground in a giant web when the
police try to help the sandman stops
them seeing the news peter grabs his old
red and blue costume then visits an old
friend he asks the now scarred harry
osborne for help but he refuses so peter
goes alone
but then harry's butler tells him that
he cleaned his father's wounds the night
he died the blade that pierced his body
did come from his glider he died by his
own hand spider-man arrives to free mj
but is overpowered by the combined
attacks of sandman and brock and when
all hope is nearly lost harry osborne
arrives to help and the two friends
finally unite harry is able to take down
the sandman but peter loses the upper
hand against brock until pipes fall and
the sound affects the black goo peter
remembers the bell had a similar effect
and finally realizes how to remove the
suit from brock
but before he can act brock gets a hold
of the glider and dives at peter with
its blades drawn at the last moment
harry leaps in its path the blades stab
through him and he saves peter's life
brock tosses osborne away like a ragdoll
then peter uses the pipes to make more
sound and removes brock from the suit as
the black goo grows dangerously peter
throws one of harry's bombs at it and
desperately wanting to hold on to his
power brock jumps after it when the
explosion fades he and the suit are gone
flint marco approaches peter and tells
him how he didn't want any of this his
daughter is dying and he needed the
money killing his uncle was an accident
a slip of the trigger finger when his
partner ran over
peter forgives him and marco blows away
as sand in the wind
then he runs to harry who is being
cradled in mj's arms peter and harry
call each other friend then harry dies
killed by the blades of his glider just
like his father
some time after the funeral peter visits
mj at the jazz club they embrace and
they share a dance
in another world a young peter parker
finds his father's study ransacked when
his father richard sees the mess he
quickly springs to action erasing notes
and hiding research involving spiders
peter is taken to his uncle ben and anne
mae's house
then his parents say goodbye and leave
him
years later peter attends high school he
enjoys skateboarding and taking pictures
for the school paper he also likes
standing up for kids getting bullied
even if it means taking a few punches
himself when he stands up to flash
thompson gwen stacy takes notice and
tells him it was stupid but great back
home that night in the basement peter
finds an old briefcase that belonged to
his father
inside it peter finds a photo of his
father with dr kurt connors both of them
scientists
searching for kurt connors online peter
comes across an article about the plane
crash that killed his parents and he
finds articles about conor's research
into cross-species genetics something
connors believes could lead to a world
of equality without weakness
the next day peter visits the place
where conor's research is being done
oscorp he gets in by posing as an intern
and is surprised to find gwen stacy
there as the head intern she gives a
tour while peter tries to avoid notice
then they meet dr kurt connors he tells
them about his hopes to regrow his
missing arm and asks the students how it
can be done peter gives the correct
answer cross-species genetics and using
various species regenerative abilities
when connors leaves gwen accuses peter
of following her but he claims to just
be there because he loves science
then he sneaks away from the tour group
he finds a room with a symbol on it
which he recognizes from his father's
notes he breaks into the room and finds
strange experiments being performed
involving spiders elsewhere dr rotha
pressures connors to speed up his
research norman osborne is dying and
needs the regenerative abilities that
connors is after connors explains that
he just needs to figure out how to get
past the decay rate algorithm something
mentioned in richard parker's notes
peter returns to the tour group along
with one of the spiders unnoticed on his
neck it proceeds to bite him on the
subway ride home peter finds that he's
suddenly strong fast and has the ability
to stick to walls the next day he pays
connors a visit the scientist almost
closes the door on him until peter
mentions he's the son of richard parker
connors doesn't know why richard
disappeared but without him and his
research their hopes for achieving
cross-species genetics have become far
slimmer
especially considering the decay rate
algorithm
but peter takes out a notebook and shows
a formula he grabbed from his father's
notes connors is amazed and invites
peter to join him in the lab at school
peter uses his new strength and reflexes
to humiliate flash thompson
then gets a talking to from uncle ben
thanks to peter's misbehavior ben had to
change shifts at work so peter will have
to be the one to pick up aunt may later
then peter awkwardly asks out gwen stacy
but she says yes and he celebrates by
using his spider skills to take his
skateboarding to the next level at the
lab connors shows peter the gennale
device a machine that could disperse an
antigen over an entire city to cure a
disease for example then they run a
simulation to see if lizard dna can be
used to regrow a mouse's missing limb
with peter's help it's a success
so they inject a three-legged mouse with
the real thing back home uncle ben
reminds peter that he forgot to pick up
his aunt and orders him to apologize
then he chastises him further telling
him the principle that his father lived
by if you could do something good for
other people you have a moral obligation
to do it not choice he says
responsibility
and peter responds he didn't think it
was his responsibility to be here to
tell me this himself
then peter storms out of the house
inadvertently shattering the glass on
the front door
uncle ben heads out to look for him
while peter stops at a convenience store
for chocolate milk but he's two cents
short then a thief robs the cash
register and tosses peter the milk the
store employee shouts for someone to
stop the thief but peter refuses
then the criminal peter let go bumps
into uncle ben and inadvertently shoots
him peter runs over and watches his
uncle die
in the following days peter grieves by
walking the streets beating criminals
and searching for his uncle's killer
when one of his victims promises revenge
and says that he'll remember peter's
face he has the idea to wear a mask
so the next time he chases criminals
peter wears a red ski mask he also looks
into oscorp's research on biocables and
uses it to create web shooters allowing
him to swing through the city soon the
city becomes aware of the web-slinging
vigilante and so does gwen stacy's
father police captain george stacy and
peter continues to upgrade his costume
until he finally becomes spider-man
he easily captures petty criminals and
learns to evade the police who don't
seem to appreciate his unsolicited help
at oscorp dr rafa sees the mouse's
regrown limb and pushes for connors to
begin human trials norman osborne will
die without the gene therapy
but conor's refuses as they need to run
more tests first so rotha fires him
connors realizes that will mean losing
the chance to use the drug himself and
regrow his missing arm
so before vacating the lab he takes the
injection
later he wakes up with a new arm but
begins to suffer side effects scales
spread on his body as he begins to
transform into a man-sized lizard
meanwhile gwen invites peter to dinner
at her house that night he meets her
father and listens to his diatribe
against the new spider vigilante the
supposed hero recently apprehended a car
thief who the police were following
in the hopes that he'd lead them to the
people who run the whole operation
thanks to spider-man their
six-month-long sting was a waste
peter defends the hero while george is
adamant he should leave the job for the
police outside peter confesses to gwen
that he is the web-slinging vigilante
and they kiss
gwen is called inside and sirens call
peter's attention following the chaos he
finds a humanoid lizard on the
williamsburg bridge searching for dr
ratha the lizard throws dr rotha's car
off the bridge but peter catches it just
in time the villain takes off and rather
than pursue him peter stays behind to
help civilians rescuing a child from a
burning vehicle the next day george
stacy publicly issues an arrest warrant
for the one man they can positively
place at the prior night's crime scene
spider-man
at the lab peter finds dr connors acting
strangely and sees their lab mouse has
turned into a part lizard cannibal he
tries telling captain stacy that conor's
turned himself into a giant lizard but
he's met with skepticism later peter
sees an ad in the daily bugle offering
money for pictures of the lizard then
peter spots lizards conspicuously
crawling into a storm drain
so he heads underground to investigate
and finds the lizard plus snaps a few
photos of him the lizard tells
spider-man that he can feel himself
growing stronger every day and slashes
spider-man across the chest they fight
through the sewers until peter escapes
though he leaves his camera behind and
on it the lizard spots the property of
peter parker's sticker peter heads to
gwen's place and she tends to his wounds
and when they kiss she hesitates she
already worries about her father every
time he leaves the house to fight crime
she doesn't know if she can take
worrying about peter the same way
but he insists that he has to stop the
lizard after all he's the one who handed
over the formula that made his
transformation possible then he takes
gwen for a swing on his web while
underground connors returns to human
form but begins to go mad he injects
himself again and vows that parker will
not get in the way of his plans he heads
to peter's school and the two fight in
the halls and classrooms peter changes
to his spider-man outfit while the
lizard rants about how he can cure
everyone the same way he cured himself
when the police arrive the lizard
escapes back the way he came through the
pipes and peter goes after him in the
sewers peter speaks to gwen on the phone
and tells her to head back to oscorp and
generate a serum they'll need then he
finds conor's underground lab and
watches a recording of the madman
connors lays out his plan to disperse
the gene-altering substance across the
city to convert the citizens into lizard
people more powerful than weak humans
and he plans to spread the substance
from ozcorp tower using the gennali
device when the police attack the lizard
their squad becomes the first subjects
of his city-wide experiment peter calls
gwen and tells her to get out of oscorp
the lizard is on his way she tells him
the antidote just needs eight more
minutes and she'll stay to help everyone
get out he tries to stop her but it's no
use as spider-man swings toward oscorp
the police managed to corner him and
george stacy learns his identity
parker it's headed to ozcorp peter
warren's and your daughter's there right
now
george lets him go but an overzealous
officer shoots peter in the leg despite
the wound he continues toward oscorp
with one minute to go for the antidote
lizard breaks into the lab across the
city a wounded spiderman struggles to
make it in time
then the father of the boy he's saved on
the bridge sees his struggle on the news
working in construction he calls his
friends and has cranes lined up in a
series toward ozcorp giving spider-man
an easy swingable path on the ground
gwen gets out of the building with the
antidote and runs into her father she
tells him that she needs to get the
serum to spider-man but unwilling to let
his daughter take that risk george grabs
the antidote and heads in himself
atop the building peter tries to stop
the lizard from activating the genoli
device in their fight conor's overpowers
peter and destroys his web shooters but
george stacy rescues him at the last
moment he hands peter the antidote while
he takes care of lizard with help from
his shotgun and some liquid nitrogen but
soon the lizard regenerates too quickly
and mortally wounds captain george stacy
then goes after spider-man but not
before peter manages to swap the lizard
serum for the antidote the device
activates and releases a cloud of the
antidote turning connors and his other
victims human again peter nearly tumbles
off the building but connors catches him
and peter runs to george with his dying
breaths stacy admits he was wrong the
city does need spider-man but he just
wants peter to make one promise
spider-man is going to make enemies it's
going to be dangerous for anyone to be
close to him so he tells peter to stay
away from gwen peter agrees and george
dies dr connors is arrested and in the
days that follow peter stays away from
gwen even at her father's funeral then
one rainy day she demands to know where
he's been
and peter tells her that he can't see
her
but she realizes that must be because
her father made him promise he'd stay
away to keep her safe she leaves
but peter misses her when he's late to
class one day he promises he won't be
tardy again the teacher tells him not to
make promises he can't keep and peter
whispers to gwen
yeah but those are the best kind
and she smiles
in the past richard and mary parker
abandon their son and fly off to keep
him safe while aboard the plane they
upload important files but they find an
assassin has infiltrated their flight
and in the ensuing struggle the plane
crashes two years after captain stacy's
death spider-man pursues alexis
sitsevich currently attempting to steal
a truck full of plutonium in the chaos
hapless electrical engineer max dillon
is nearly struck by an airborne taxi but
spider-man saves his life max is
enthralled by the hero as spider-man
safely procures the plutonium gwen calls
him from the high school graduation he's
currently missing as they talk peter is
haunted by the vision of her father
to whom he promised he'd stay away from
gwen
peter takes down the bad guy while gwen
gives her graduation speech about how
short life is and how you have to fight
for what matters most to you peter
rushes over and makes it just as his
name is called and before leaving the
stage he passionately kisses gwen
after the graduation peter can't stop
himself thinking about her father and
their promise and at dinner he can't
bring himself to join gwen and her
family she can tell exactly what's wrong
she assures him that it's her choice to
be with him and take the risk it's not
her father's decision
but peter can't live with himself
knowing he might bring her harm so they
end things in the days that follow
spider-man continues to help those in
need and max dylan's obsession with the
hero grows regularly speaking to a photo
of spider-man calling him best friend on
his way into oscorp he bumps into gwen
on the elevator ride he enviously
watches a news report about spider-man
and pies for similar adoration from the
public and he tells gwen about the time
he was saved you know spiderman saved my
life
all the people in the whole city he
saved
me at the end of their ride he's shocked
the girl remembered his name remember my
name at the osborne home harry speaks to
his ill father norman the man accuses
his son of throwing away his
intelligence and potential then reminds
him that the disease is genetic and asks
to see harry's shaking hand the early
signs of the retroviral hyperplasia
which will eventually kill him too he
hands harry a small device containing
his life's work everything that's kept
him alive and adds maybe you can succeed
where i failed
the next day peter sees a news report
announcing norman osborne's death and
that his son harry will inherit the
ozcorp empire
at oscorp employees leave for the day
but max is forced to stay late and look
into a current flow problem in the
genomics lab on max's birthday of all
days in the lab as max works on the
issue something goes wrong he is
electrocuted and falls into a vat of
eels
after harry's first board meeting as the
new head of oscorp he's visited by a
friend he has not seen in eight years
peter parker their reunion is awkward at
first but they're soon laughing again
you got your braces on
now there's nothing to distract from
your unibrow
there he is
there he is then they catch up on things
by the east river about the supermodels
harry hung out with in france and
peter's current love life i don't know
it's uh
i don't know it's complicated elsewhere
the seemingly dead max dylan springs to
life
though he now appears to be a being made
of electricity as he walks the streets
he inadvertently emits an electric
signal setting off car alarms and when
he places his hand on a headlight he
absorbs its energy
later gwen calls peter and asks him to
meet figuring it's time they try to be
friends
but it's hard for them to forget how
much they like each other they nearly
kiss but gwen stops it with the
admission that she's moving to england
she's up for a scholarship at oxford and
she's probably going to get it before
they can discuss further they notice a
strange disturbance at times square
so peter changes to spider-man and
leaves at times square max is drawn to
underground power cables he grabs them
and absorbs their power then as a truck
nearly strikes him he uses that power to
easily lift it and toss it aside police
surround him and max panics like a caged
animal suddenly he lets out an electric
blast that sends the police and their
vehicles flying
spider-man catches one just before it
crushes an officer the rest of the cops
fire at max but the bullets just pass
through spider-man tries talking to him
and the police hold their fire after max
reminds him peter remembers the man and
remembers saving him max tells peter
that he's not sure what's going on but
he can feel power and anger peter tries
to keep him talking and suggests they go
somewhere else away from people but when
max accidentally releases more
electricity a cop fires and he strikes
back a cop is nearly killed by debris
but peter saves him and the crowd
applauds while they only mock max
feeling betrayed by spider-man he sends
an electric shock at him and the two
fight while spider-man is incapacitated
max absorbs more electricity shutting
down times square and filling himself
with more power floating above them he
attacks the crowd of bystanders until
spider-man takes him out with a stream
of water from a fire hose later peter
wallows in self-pity at losing gwen
then channels his frustration by
manically continuing his search into why
his parents disappeared meanwhile harry
looks at the files on the device his
father left him after researching all
night he calls peter over harry explains
how his and peter's fathers worked on a
project focused on human spider hybrids
venom from the hybrids could be
extracted and would have powerful
healing properties harry tells peter
that he's dying of a disease and this
venom is his only hope at a cure but
they never got to human trials except
for spider-man harry surmises that
spider-man must have been bitten by one
of the spiders and it worked that's how
he got his powers he needs spider-man's
blood but peter reminds him it's not
that simple look at what happened to
connors but harry doesn't care peter
took spider-man's picture and clearly
knows him he demands peter tell him
where he can find spider-man and when
peter hesitates harry begs so peter
agrees to try talking to spider-man
meanwhile gwen tries to search for max
dillon in the oscorp database and when
the higher-ups detect her search they
pursue her wanting to ensure the
accident is covered up she runs and
bumps into peter she pulls him into a
closet and tells him about the accident
and how they erased all the files to
cover it up then being close gets the
better of them and they kiss on her way
out gwen meets peter's old friend harry
and harry learns that she's the girl
peter has his complicated relationship
with
at ravencroft institute dr kafka studies
a restrained max dylan on oscorp's
behalf
but max warns that he can feel the
electricity around him and is more
powerful than they know he declares
himself electro and vows to show
everyone how it feels to live in his
world a dark world without mercy and
without spider-man
elektra lets out a small blast that
breaks kafka's glasses
then they submerge the villain in water
as he struggles against his restraints
at home peter begs aunt may to tell him
the truth about his father he can tell
she's hiding something and she finally
tells him what it is
after richard parker died
government men visited ben and mae's
home the men told them that richard ran
off because his and osborne's research
was so valuable richard betrayed his
friend for money to sell the research
peter doesn't believe it later he visits
harry as spider-man and tells him that
he can't give his blood it's too
dangerous harry retorts that he's dying
anyway but spider-man points out it
could do something worse than kill him
they argue and spider-man leaves
as peter he approaches gwen who is
already late for her final interview
with oxford but he begs her to listen
everything he knows about his parents is
a lie he doesn't know what to do about
harry his life is falling apart but he
keeps coming back to one thing before he
can say what that one thing is gwen
tells him that she has to go to england
maybe they're just on different paths
right now peter wishes her luck and she
heads up for the interview back home
peter continues going through his
father's things and discovers a
connection to roosevelt station a once
hidden and now abandoned subway station
at ozcorp tower harry speaks to his
assistant felicia hardy and bemoans how
oscorp destroyed all the genetically
engineered spiders after the lizard
incident but she tells him that she
overheard they extracted the venom first
keeping it somewhere called special
projects
but before harry can dig any further
he's fired as ceo the board covered up
max's accident and reported that he's
dead but they pinned the cover up on
harry and force him to take the fall
meanwhile peter takes a coin he found in
his father's things and when he uses it
at the secret station a hidden subway
car appears
in it peter finds a recording left by
his father his father explains that
norman osborne made a deal with a
foreign military to fund their research
when richard found out they were going
to use the research for biological
weapons he ran and took the research
with him he adds that the dna placed in
the spiders was his own so they are only
compatible with him or his bloodline
meaning osborne cannot continue the
research without him at ravencroft harry
sneaks in to see electro they quickly
make a deal harry will get electro out
if electro can get harry into oscorp so
he can get the venom leaving the subway
station peter receives a voicemail from
gwen she got into oxford and is on her
way to the airport now with elektro's
help harry gets back into ozcorp he
heads to special projects while electro
heads into the electrical grid to get
even more power in special projects
harry forces one of the board members to
inject him with the venom the effect is
immediate harry writhes in pain as his
muscles and skin mutate
then he puts on an armored suit with
healing properties that stabilizes him
the suit also comes with a glider on her
way to the airport gwen spots a crowd
looking at spider-man and she sees he
webbed up a message for her on the
bridge i love you
then he grabs her and tells her that she
was wrong they are not on different
paths she is his path he'll follow her
to england and wherever else she goes
as they kiss the entire city's power
goes out thanks to electro's meddling
spider-man goes after electro and gwen
insists on going too from her work at
oscorp she knows the power grid and
peter will need her help but peter
webster to a car and leaves
he finds electro at the power grid and
they fight while gwen quickly frees
herself elektro gets the upper hand and
nearly defeats spider-man until gwen
crashes a police car into the villain
peter is horrified she's there you can't
be here right now i'm not messing around
you can't be but she insists on staying
so they decide on a plan of attack they
need to overpower elektro so he'll
explode like a battery peter will
reconnect the power lines and when he
says to gwen will turn the power on the
plan works elektro is gone and power to
the city is restored but as peter and
gwen reconvene they hear laughter harry
osborne twisted by the venom appears on
his glider seeing gwen he quickly
realizes that spider-man is peter and
accuses him of betrayal then he decides
to take revenge the green goblin takes
gwen into the air and drops her peter
catches her but they crash into a clock
tower peter puts her down to fight off
the goblin's attacks and in the struggle
the clock's mechanism is destroyed
debris knocks the goblin out and severs
the web holding gwen she falls and
peter's web chases after her
it reaches gwen but can't save her peter
leaps to the bottom of the tower and
cradles her lifeless body
after the funeral peter visits her grave
often
at ravencroft a mysterious gentleman
visits harry osborne and tells him that
he's found several promising candidates
osborne says he wants to keep the team
small and assures the gentleman that
everything they need is at oscorp there
he selects an armored rhino suit for
their first volunteer alexei sitovich
later the news reports on the russian
gangster's escape from prison it's just
one more sign of the increased crime
since spider-man's disappearance five
months ago peter watches a recording of
gwen's graduation speech where she talks
about hope and how it is most needed on
dark days
peter puts on his suit and fights the
rhino
in yet another world peter comes home
one day to find tony stark waiting for
him the billionaire quickly reveals that
he knows who peter really is spider-man
spider-man gained his powers six months
ago and quickly learned that when you
have the power to help and don't bad
things happen and they're your fault
stark recruits peter to help in a fight
against captain america the u.n is
preparing to pass the sokovia accords
which would establish a panel to oversee
the avengers stark supports it while
captain america and others do not this
conflict has led to a minor civil war
between the heroes stark's head of
security happy hogan brings peter to
berlin where he finds tony has built him
a new suit then peter lends tony and his
team a hand when they battle captain
america's team at an airport when the
battle ends and tony sees how truly
dangerous the conflict has become he
sends peter home you're done all right
when tony drops him off peter asks if
he's an avenger now and stark
disappoints saying no
but he'll call if they need him again
in 2012 after the battle of new york
between the avengers and an alien army
adrian toomes and his crew win a
contract to clean up the mess left by
the battle
but another group takes over after
buying trucks and hiring a new crew
toombs loses the job to the department
of damage control a joint venture
between stark industries and the federal
government losing the job means
financial ruin for tombs and in
retaliation he and his crew decide to
hold on to some of the alien technology
they salvaged rather than turn it in
like they're supposed to
four years later tombs and his crew have
used all the alien tech to develop
weapons and devices which they sell on
the black market toombs himself uses
their flying vulture machine to get
around two months after the avengers
civil war peter checks in with happy to
see if tony needs him on any more
missions
though just like his many prior attempts
happy ignores the message and peter
continues his relatively ordinary life
he's picked on by flash thompson his
high school's homecoming dance fast
approaches he hangs out with his best
friend ned and he pines after his crush
liz
at lunch when peter stares a little too
long michelle gives him a hard time and
calls him a loser later liz and the rest
of the academic decathlon team are
disappointed when peter announces he'll
be skipping the competition he uses his
usual excuse that it's because of an
internship at stark industries but in
reality he's too busy being spider-man
though he gets bored with petty crimes
and hopes for another stark-sponsored
mission his boredom is short-lived when
he spots a group using alien technology
to rob atms he fights the thieves but a
misfire from their alien rifle destroys
peter's favorite deli across the street
peter rushes over to help the owner out
of the building peter returns home and
sneaks through his bedroom window before
removing the mask then turns to see ned
waiting for him and realizes he's just
given away his secret identity he gets
his friend to swear he'll keep it quiet
though the next day in gym class they
overhear liz admit she has a crush on
spider-man and ned can't help himself
you don't know spider-man flash is of
course skeptical and sarcastically
suggests peter bring spider-man to liz's
party liz says that peter's welcome to
come but assumes he's too busy at the
party they run into michelle i can't
believe you guys are at this lame party
you're here too
then liz finds them and she's happy they
came when flash makes fun of peter for
pretending he knows spider-man peter
decides to prove it outside he changes
into a spidey outfit just as he's having
second thoughts he spots a strange blue
explosion in the distance and quickly
realizes webs don't work so well in the
suburbs so he runs
peter finds a couple of tombs dealers
trying to sell high-tech weapons
spider-man shows himself and they drive
off while firing back at him with their
alien gear when he almost catches the
dealers he's grabbed by the vulture
peter escapes his grasp and plummets
into the bay where he's rescued by iron
man
well actually an iron man suit remote
controlled by stark he tells peter to
forget about the weapons trade and the
vulture guy there are other people to
handle this sort of thing
afterward peter finds a piece of alien
gear they left behind toomes returns to
his base of operations and steps out of
the vulture gear then he fires his
dealer for shooting their weapons out in
the open the dealer who calls himself
the shocker threatens to spread the word
that tombs is the one behind the
operation
so tombs kills him then he hands one of
his men shocker's weapon and tells him
to find out what they lost out there the
next day in shop class ned and parker
break open the device and find a small
glowing object in it meanwhile tomb's
men track the device to the school
peter evades them and fires a tracker
onto one of the men with ned's help he
tracks their movements to maryland so
peter decides to join the academic
decathlon's trip to dc which will get
him close to maryland so he can
investigate on the way happy calls to
check why peter's leaving the city and
peter tells him it's for school nothing
to worry about once they arrive ned
helps peter hack his suit so stark and
happy can't track him and won't find out
about his trip into maryland ned also
notices something called the training
wheels protocol which prevents peter
from accessing many of the suit's
features at peter's begging ned unlocks
them on his way out of the hotel peter
bumps into liz and others sneaking out
for a swim she invites him to join but
duty calls
so as usual peter misses out when he
puts the suit on he immediately notices
some changes for one he now has an ai
assistant that directs him toward his
tracker the ai also gives him heat
vision and super hearing which reveals
that a couple of the vulture's goons are
about to commence a heist the ai asks if
you'd like to activate enhanced combat
mode and of course he does
but when he tries to use his web
shooters they release a rapid-fire
attack instead the default for enhanced
combat mode he sets the webs back to
normal then spots the vulture breaking
into an armored truck to steal more tech
then peter tries to attack but their
fight ends quickly with peter concussed
and unconscious in the back of the truck
he wakes up and breaks out to find
himself in a large warehouse the suit
informs him it's the damage control deep
storage vault the most secure facility
on the eastern seaboard courtesy of
stark's joint venture with the
government while waiting for the
facility to open in the morning peter
chats with the suit who he ends up
naming karen he also practices with all
of the new unlocked features growing
impatient he looks for tools he can use
to get out he finds an object similar to
the glowing one he left with ned and
karen tells him it's an explosive
chitari energy core peter frantically
attempts to reach ned and warn him but
there's no service in the vault working
with karen he manages to hack the lock
and escape while peter rushes back to dc
his team wins the championship without
him then they head into the washington
monument for a tour where ned's backpack
containing the energy core runs through
the x-ray machine at security the
radiation activates the bomb as they
ride up the elevator the bomb detonates
and damages the structure around them in
minutes the elevator will collapse peter
races up the monument karen releases a
drone from his suit to find the best
entry point and peter breaks in just in
time to catch the elevator and save his
friends including liz
meanwhile after years of no issues with
the avengers tombs is aggravated by the
attention from spider-man and vows to
kill him back in school peter ditches
class to continue his investigation
unsure what to do next karen helps him
review footage of his run-in with the
shocker a few nights ago and identifies
the weapons buyer as aaron davis peter
visits the man and he doesn't hesitate
to help aaron knows how dangerous the
alien weaponry is and would prefer it
off the streets especially since he has
a nephew in town he tells peter what he
knows there will be another weapons deal
at 11 on the staten island ferry peter
leaps onto the ferry and spots tombs
though he doesn't recognize him and
neither does karen the man has no
criminal record
then the new shocker meets with matt
cargan a criminal with a record
including homicide shocker mentions a
white pickup truck so peter sends his
drone to find it and he sees footage of
the vehicle containing the enhanced
weapons
then he gets a call from stark peter
hangs up on him and attacks shocker and
mack but suddenly fbi agents reveal
themselves and point their guns at
spider-man
though a more immediate threat emerges
when the vulture appears peter grabs the
vulture's gun but can't contain it and
accidentally breaks the staten island
ferry in half spider-man races to web it
back together but fails hope is nearly
lost until iron man appears to save the
day
once things calm down tony chastises
peter for his irresponsible behavior
peter tells him that he had to do
something those weapons are out there
and stark wouldn't listen to him but
stark did listen he's the one who called
the fbi stark tells peter that this
isn't working out and demands his suit
back peter begs that he's nothing
without the suit and tony tells him if
you're nothing without this suit then
you shouldn't have it at home aunt may
demands to know where peter's been and
why he keeps disappearing he tells her
that he lost the stark internship after
screwing up and she comforts him and at
school he goes back to just being peter
parker he bumps into liz and apologizes
for missing the decathlon he also
finally tells her how he feels
i
like you
but she already knew that and they
decide to go to homecoming together back
home aunt may teaches peter how to dress
how to dance and drops him off to meet
liz at the door he meets her father
tombs he must be peter he drives them to
the dance and notes how familiar peter's
voice sounds and it doesn't take him
long to realize he has spider-man in his
car when they arrive he tells liz to
head inside while he has the dad talk
with peter she heads out and toombs
turns around with his gun you saved my
daughter's life he says
i could never forget something like that
so i'm gonna give you one chance
you walk through those doors you forget
any of this happened and you don't ever
ever interfere with my business again
because if you do
he adds i'll kill you
and everybody you love
that's what he'd do to protect his
family
peter nods and heads inside looking like
a deer in headlights peter tells liz
that he has to go without stark's suit
he puts on his old homemade costume and
runs outside only to find the shocker
waiting for him with ned's help peter
apprehends him then he quickly tells ned
to call happy hogan to let stark know
that toombs is the vulture peter also
tells him to track his phone which he
left in tomb's car peter follows ned's
directions to tomb's location meanwhile
ned gives happy a call but happy hangs
up on him ned tells peter that he saw a
bunch of boxes behind happy in the happy
mentioned taking off in nine minutes
peter realizes that tombs is likely
planning to rob the plane full of
stark's tech peter gets to tomb's
location and asks how he can do this to
his daughter but toombs explains that he
sells the weapons so he can support her
and his family then his wings crash
through the wall behind peter then
destroy the surrounding beams to drop
the roof on his head tombs leaves to go
after the plane leaving peter buried in
debris in the collapsed building peter
tries his hardest to lift himself up but
he's completely pinned down
then he remembers what stark told him
if you're nothing without this suit then
you shouldn't have it he lifts the
debris and goes after the vulture they
fight on stark's invisible jet until
their battle crashes onto coney island
vulture defeats peter and flies off with
a crate of weapons
but as the villain leaves peter notices
his wingsuit is going to explode peter
tries to save him but tombs fights him
off then he crashes into the beach peter
quickly dives into the ensuing flames
and rescues him then leaves him to be
discovered by mr hogan back at school
liz tells peter that with her dad going
to trial she and her mom are moving to
oregon
then they tearfully part ways
with her gone michelle is made captain
of the academic decathlon team and
announces that she likes to go by mj
when peter excuses himself from the room
mj's eyes linger on him as he leaves
happy brings peter to the new avengers
facility upstate there stark gives peter
a new suit and officially welcomes him
to the avengers
though peter turns down the invitation
for now he'd rather stay on the ground
and look out for the little guy
though that leaves a press room full of
people expecting an announcement
so instead of announcing a new avenger
stark announces a new engagement back
home peter finds stark's previous
spider-man outfit waiting for him and
when he puts it on realizes aunt may is
behind him revealing his secret identity
again
in prison tombs bumps into mack cargin
scarred after his run-in with spider-man
he has a lot of friends on the outside
who would like to find spider-man and
mac heard a rumor that tombs knows who
he is
tombs replies if i knew who he was
he'd already be dead the next year on a
class trip to moma peter spies a large
ship floating above manhattan he quickly
joins iron man doctor strange and wong
in a fight against children of thanos to
prevent the retrieval of the time stone
which thanos intends to use along with
the other infinity stones to erase half
the population of all living beings
doctor strange is captured and taken
onto the ship spider-man and iron man
board it to rescue strange deciding on
their next move stark is adamant they
take the fight to thanos strange agrees
but assures that if it comes between
saving peter tony or the time stone he
will not hesitate to let either of them
die
before heading off tony officially makes
peter an avenger they arrive on titan
thanos's now desolate home planet where
they run into the guardians of the
galaxy they fight at first until they
realize they're on the same side tony
quickly tries to rally the group with a
plan thanos is coming and when he gets
there they'll need to wrestle the
gauntlet from him which he needs to use
the stones
meanwhile strange moves forward in time
to view every possible future in the
conflict with thanos
of the 14 million 605 futures he viewed
there is only one in which they win when
thanos arrives they fight as a team and
subdue him moving quickly spider-man and
the others pull as hard as possible at
the gauntlet it slowly inches off the
titan's fist until quill learns that in
exchange for the soul stone thanos
killed gamora the woman quill loves lost
to his rage quill attacks thanos
inadvertently waking him from mantis
spell
thanos frees himself from their grasp
fights them off and nearly kills stark
until strange bargains for his life by
handing over the time stone
then all thanos needs is the mind stone
and minutes later he has it thanos snaps
his fingers
half of all life vanishes including
peter parker
23 days later the remaining avengers
find thanos in the hopes of using the
infinity stones to reverse the snap but
thanos has destroyed the stones and with
no hope left thor kills him
five years later tony stark and the
remaining avengers travel across time
and alternate realities to obtain
infinity stones
using their power they reverse the snap
and restore all the lives it took
including peter's however their action
draws the ire of thanos from another
reality peter joins the battle against
his army humanity triumphs when iron man
gets the gauntlet and snaps their enemy
out of existence however the power of
the infinity stones mortally wounds him
peter tells stark that they won but his
mentor has no breath left for final
words peter weeps while pepper tells her
husband that he can finally rest and
although peter mourns his best friend is
there for him when he returns home
eight months later peter is back in high
school where the disappearance and
return of half the world's population is
being called the blip he prepares for a
class trip to europe where he plans on
confessing his feelings to his new crush
mj he often catches her staring at him
and suspects that she may feel the same
way at a charity event run by his aunt
peter uses his spider-man persona to
help raise money afterward he catches
happy and his aunt flirting then nick
fury calls and peter ignores him not
wanting anything to disrupt his plans to
get closer with mj on the trip
though not all is well peter still
misses his mentor tony stark and when
it's finally time to go peter leaves
without his spider suit on the flight
over his plan to get close to mj doesn't
go as planned he ends up sitting next to
his teacher instead while mj sits next
to brad the kid who didn't disappear
like peter and most of the other
students
so he's five years older and very
popular things go better for ned by the
time they land he and betty brant are
officially boyfriend and girlfriend at
airport security peter is surprised to
find may pack his spider suit for him on
the way to their hotel peter and mj
share a glance
in venice he buys a necklace which he
hopes to give her when they finally have
a chance to talk they're interrupted by
a massive wave which takes the form of a
large human it crashes into nearby
buildings threatening bystanders peter
is unsure how to fight the creature made
of water but suddenly a mysterious hero
comes to the rescue watching news
footage of the hero later the students
take to calling him mysterio
later nick fury shows up in peter's room
and tells him about recent attacks
around the world from anthropomorphic
weather like the cyclone with a face
that wiped out a village in mexico nick
also hands peter a pair of glasses left
for him by stark
then he takes him to an underground
hideout and introduces quentin beck the
man who stopped the water beck explains
that he's from another universe where
his earth was destroyed by elementals
or creatures born from the primary
elements
air water fire and earth having
destroyed air water and earth the only
one still remaining on peter's world is
fire the strongest of all the one that
destroyed beck's earth and took his
family the elemental will be in prague
in a few hours and they want peter's
help all of the other powerful heroes
are unavailable but peter desperately
doesn't want to miss his trip and fury
seemingly allows him to return to his
friends
however fury pulls some strings behind
the scenes to get peter's trip diverted
to prague on the way peter tries on
tony's glasses and reads the note that
came with it for the next tony stark i
trust you p.s say edith
and when peter says edith it activates
an ai and augmented reality system in
the glasses she explains that edith
stands for even dead i'm the hero and
adds that she has access to the entire
stark global security network and peter
can immediately see its power just
looking around the bus peter sees
exactly what everyone is doing on their
phones including private communications
at a pit stop peter is called into a
small shop where a woman orders him to
remove his clothes spider-man can't be
seen on the class trip since it would
pretty much give away peter's identity
so she made him a new suit
but just as peter drops his pants brad
walks in and takes a compromising photo
brad tells peter that both of them are
clearly into mj and brad intends to show
her the photo she deserves the truth
back on the bus peter quickly attempts
to have edith delete the photo off
brad's phone but when she asks if he's a
target and peter says yes a deadly drone
launches from a satellite to kill brad
peter just barely manages to stop it
then he catches his breath and gets
edith to delete the photo before brad
can show it to mj in prague fury once
again pulls peter away from mj they go
over the plane with mysterio who has
adopted peter and his friend's nickname
when the fire elemental attacks peter
and mysterio will stop it before it
grows too big and draws power from the
earth's core at that point there'd be no
stopping it peter worries about the
danger this will put his friends in and
fury points out his hypocrisy peter
nearly blew his friends up with a drone
strike clearly he is not ready for the
responsibility stark left him later
mysterio checks up on peter to see how
he's doing he tells peter how he
understands the hard path he's on and he
makes peter feel better he also assures
peter that if he keeps his friends
indoors for a few hours they'll be safe
so peter works with edith to get them
all tickets to the opera where they'll
be safe at the opera mj tells peter
she'll save him a seat next to her but
as always peter disappoints he leaves to
meet mysterio mj spots him sneaking off
and follows which gives betty the idea
to ditch the opera and she drags ned out
too they head to a nearby carnival while
spider-man watches from above in his new
suit the fire elemental appears and
during the ensuing battle peter notices
a strange invisible barrier when he
fires his web when he pulls the web off
the barrier it rips a small device from
it which mj finds peter rescues ned and
betty from a ferris wheel while the
elemental grows too large to stop with
few options left quentin prepares to
sacrifice himself he flies into the
monster destroys it from the inside and
miraculously survives after the battle
fury invites mysterio to join their
cause he tells peter that he'd like to
have him too but peter will have to
decide if he's going to step up or
continue his reluctance mysterio invites
peter for a drink as they talk peter has
a realization he is not suited to be the
next tony stark but quentin beck is
so peter tells edith to transfer access
to quentin then hands mysterio the
glasses
and with it access to stark's global
network of advanced data satellites and
weapons
peter leaves and suddenly many of the
patrons at the bar disappear revealing
themselves to be holograms to those that
remain quentin says see that wasn't so
hard and they celebrate he gives a toast
reminding them why they joined his
crusade all including quentin are former
disgruntled employees of tony stark beck
himself invented advanced hologram
technology which stark renamed barf then
fired quentin for being unstable bec
toast to each of them and their
contributions william created weaponized
drones that integrate with beck's
hologram tech to combine illusions with
real damage
gurderman concocted the story of a hero
named quentin from another world and so
on with stark gone new heroes will need
to step up to fill the vacuum
and these days it doesn't matter if
you're the smartest or most qualified
no one cares unless you wear a cape or
shoot lasers from your hands
and mysterio adds
well i've got a cape and lasers with our
technology and with edith mysterio will
be the greatest hero on earth
then everyone will listen at the hotel
peter celebrates the end of his mission
but is disappointed to learn the trip is
ending as well
after the elemental attacks the school
is bringing the children back home
but peter won't miss his shot with mj
so he invites her to go out that night
unsupervised and before he can even
finish asking she answers
yes
they meet in the lobby both nervously
tried to contain their excitement and
outside their hands nearly touch
then peter decides to tell mj how he
feels
but it doesn't go exactly as planned she
interrupts to point out that she already
knows he's spider-man and assumes that's
what he was going to tell her peter
denies it but mj points out that she's
been watching him and it's obvious she
shows him the device she grabbed from
his battle with the elementals covered
in webs proving spider-man was there
not the night monkey as reported by the
news peter has a heartbreaking
realization and asks if mj was watching
him only because she thought he was
spider-man she lies answering yeah why
else would she be watching him
suddenly the device activates projecting
a hologram of the elemental they realize
the elementals and mysterio are fake and
peter realizes he's handed an incredibly
powerful weapon to a villain at his
hideout mysterio works on a plan to use
edith's network of drones in combination
with his illusion tech to create a
threat big enough to encompass all of
london he wants maximum casualties to
ensure they get the world's attention
with an avengers level threat which
mysterio will appear to stop himself
when he's informed that one of the
drones went missing mysterio is furious
they're trying to fool the world and
that drone is evidence that it's all
fake then with edith's help he finds it
knowing that with edith mysterio could
easily spy on his phone peter heads to
berlin to tell nick fury what's
happening in person
but as he explains things mysterio
reveals that fury and peter's
surroundings are an illusion he toys
with peter in a dream-like hologram
environment peter is attacked by copies
of spider-man mysterio and the corpse of
tony stark the illusion is finally
broken when a fury shoots mysterio in
the back fury tells peter that mysterio
is trying to kill anyone who knows the
truth and asks who else peter told peter
admits that mj ned and probably betty
know
but this fury is another illusion and
peter has just given mysterio his next
targets then peter is hit by a train he
manages to get on board and passes out
he wakes up at a holding cell in the
netherlands and easily breaks out he
borrows a phone to call for help when
happy arrives peter asks him to say
something that only he would know so
happy reminds him of the time he caught
peter buying an adult film on
pay-per-view at a hotel in germany on
the plane peter freaks out about his
recent screw-ups until hogan gives him a
pep talk telling him if stark second
guessed everything he did the one thing
stark was sure of was his belief in
peter parker they take off for london
where peter's friends await in flight
peter works with stark's computer to
modify his suit to prepare for battle
with mysterio's drones
in london mysterio continues to work
with an oblivious nick fury who believes
there's an impending elemental attack
and mysterio releases stark's army of
drones meanwhile happy sends fury a
coded message to warn that mysterio is
an imposter
then he and peter go over the plan hogan
will work on rescuing peter's friends
while peter will get inside mysterio's
illusion to find quentin before they
begin
peter hands happy the necklace he bought
for mj peter tells him to give it to her
if anything happens to him the attack
begins illusions terrify the populace
while drones inflict real damage as fury
and maria realize mysterio is a fake
they notice spider-man diving into the
heart of the elemental attack inside
spider-man connects the drones with his
web and uses his modified suit to
electrocute them the damage interferes
with the illusion and peter spots beck
before he can reach the man a drone
takes him out happy tries to bring mj
and peter's other friends onto the jet
but mysterio destroys it so they run
into a museum vault for protection a
drone begins drilling its way through
while mysterio sends the rest of the
drones after spider-man
but peter fights through and reaches
mysterio the villain hides in another
illusion but this time peter is ready he
listens to his spider sense or peter
tingle as an may calls it and begins
taking out the drones the ai prevents
them firing as beck is in such close
proximity it'd be dangerous but beck
shouts for them to fire anyway and as
peter continues fighting them off one
inadvertently shoots mysterio peter
reaches him and the villain tries one
more time to trick him but peter doesn't
fall for it he gets the glasses back and
edith shuts down mysterio's operation
saving his friends as mysterio dies he
tells peter that people need to believe
and nowadays they'll believe anything
after the chaos peter and mj find each
other she shows him the necklace that
happy gave her on peter's behalf and she
kisses him and she admits that she
wasn't just watching him because she
thought he was spider-man they kiss
again then return home as a couple
meanwhile betty and ned break up but
without any hard feelings with aunt may
and happy hogan things are a little more
complicated she saw them as just a
summer fling while he thought they were
dating
then for peter things get very
complicated one of mysterio's men
publicly releases a video of quentin
beck moments before his death beck
claims that he stopped the elemental but
spider-man is threatening to kill him
with stark's drones then j jonah james
santa from the dailybugle.net accused a
spider-man of murdering mysterio
and he plays the rest of the dead man's
tape the part where he reveals to the
world that peter parker is spider-man
after the exhausting mission nick fury
and maria hill revert to their true form
the scrolls talos and soren the two were
asked by fury to temporarily stand in
for them while fury is busy with another
mission captaining a scroll ship
back on earth with his identity outed
peter's life is thrown into chaos
most of the public turns against him and
even the fbi suspects him of murder
thankfully his lawyer matt murdock
reports that the charges are unlikely to
stick
but the charges against happy hogan are
another story he is apparently accused
of pilfering some stark technology
murdoch also warns that peter will still
have to worry about the court of public
opinion and as though on cue murdock
catches a brick thrown by one of the
public's many spider-man detractors
looking for a safer place to stay peter
and may head to hogan's place
things are no calmer at school where
students and teachers vie for peter's
attention
some including flash thompson to profit
off his fame and others to call him a
murderer peter finds some respite with
mj on the school roof
though their almost kiss is interrupted
by ned he and peter optimistically
discuss college plans they hope all
three of them will get into mit but if
not at least one of their backup boston
schools where they'll have a fresh start
together
mj is less optimistic bashfully telling
peter that if you expect disappointment
then you can never get disappointed
peter reassures her but soon finds her
pessimism warranted due to peter's
notoriety as a vigilante and his friends
association with him they are rejected
from mit
and every other school peter has an idea
he visits dr strange and asks if they
could change the past so the world never
learned his identity
but that would be too dangerous and
strange doesn't even have the time stone
anymore feeling for the boy's plight he
offers a different spell one that would
make everyone forget his identity as
strange casts the spell peter realizes
the effect it would have mj will forget
much of what they've been through
together so will ned may and happy at
peter's request strange alters the spell
mid-casting but after so many
modifications it grows unstable before
something catastrophic happens strange
contains the spell he tells peter a hard
truth the problem isn't mysterio it's
that peter is trying to live two lives
and if he was rejected by mit and even
after talking to them admissions won't
budge that's it peter is shocked that
talking to them is an option
so he runs off and tracks down the
assistant vice chancellor on her way to
the airport as he nervously and poorly
pleads his case they are attacked by a
villain from another world dr otto
octavius he demands peter tell him what
he did with his machine and when this
world's peter has no answers the villain
attacks him and the surrounding
bystanders peter protects the civilians
while fighting off ock but the vice
chancellor's car is knocked off the
bridge and she's left inside the vehicle
only suspended by one of spider-man's
webs while peter is distracted trying to
save her och manages to grab him and
grab some of the nanotech from his suit
which peter uses to hack into the
villain's arms and take control of them
dr octopus is quickly subdued and also
confused once he sees peter's face it's
not the peter he knows
using the villain's metallic arms peter
rescues the vice chancellor and she
thanks him recognizing that he's a hero
and promising to speak with admissions
about him and his friends
then the green goblin arrives just
before peter and ock are teleported to
strange's sanctum santorum strange
explains how before he shut down the
spell it apparently brought a few
visitors from other worlds where they
hope to erase anyone's knowledge that
peter is spider-man the spell instead
brought from other universes anyone who
knew peter is spider-man they'll have to
capture them all and send them home
peter already captured otto and while he
was busy strange captured the lizard
peter recruits ned and mj to help in the
task and ned couldn't be happier to be
in the sanctum santorum in fact his nana
always said magic runs in his family
scouring the web they find evidence of
more supervillain antics and peter goes
after them to find electro after sucking
up energy from a power line the villain
quickly overpowers peter but he gets
help from an unexpected ally flint marco
with his sand manipulation ability flint
subdues electro while peter takes down
the power line to cut off his supply
using a device provided by strange peter
sends electro to a cell in the sanctum
santorum when flint demands to know what
peter did to electro and moves
threateningly peter sends him back too
in a back alley norman osborne cowers as
the goblin demands he conquer this new
world they found norman destroys the
goblin mask and runs off
peter gets a call from may she tells him
that one of the visitors came to her
shelter expecting another villain peter
rushes over to find a sad and confused
norman osborn finding himself in this
strange world with no oscorp he saw
spider-man in an ad for the shelter and
came looking for help he explains that
sometimes he's not himself and when he
takes over norman wakes up with missing
memories
he has no idea how he got here he needs
help may explains and if the other
villains are like him they need help too
peter insists that it's not his problem
he needs to send them home they return
to the sanctum santorum when norman
meets the others some truths come out
otto remembers norman dying and sandman
remembers them both dying fighting
spider-man they realize that they were
transported here in the moments before
their death strange returns with a relic
containing the spell it will allow them
to reverse it and send the visitors home
but peter can't live with the idea of
sending them back and condemning them to
die
they need help just like aunt may said
strange disagrees these forces are too
dangerous to meddle with the visitors
have to go home if they die they die
strange prepares to reverse the spell
but before he can peter steals the relic
they fight over it and strange brings
peter to the mirror dimension after a
struggle peter works out the geometry of
this alternate world using it to trap
strange steal his ring and escape
peter gives ned the ring and announces
that he is going to fix the villains
cure them of their various ailments then
when they go home maybe they don't have
to die
norman offers to help since he is
something of a scientist himself peter
hands mj the box so if things go south
she pushes the button and the visitors
go home
peter brings his new friends to happy's
place where they can use his pilford
stark tech to help cure the villains
while peter and norman work on a device
to put otto back in control instead of
his arms flint and max talk
max likes the energy of this world and
what it's turned him into giving him
back his body
and he thinks of what he could do with
even more power peter and norman finish
their device and it works otto returns
to his old self
next up is electro peter equips him with
a device to draw out the electricity and
turn him back into max dylan
suddenly peter senses danger he closes
his eyes to focus and finds the source
of the threat the goblin has woken up
the goblin announces that they don't
need to be cured these powers aren't
curses they're gifts max likes what he
hears and removes the power sucking
device peter and norman fight but the
goblin serum makes the villain
impervious to peter's attacks the goblin
strangles peter until may injects him
with the cure but the anti-serum fails
and the goblin remains he calls for his
glider it flies through aunt may and
knocks her to the ground the goblin
offers that peter can thank him later
once he kills may peter will be free
from his aunt's suffocating morality
norman throws a bomb as he leaves but
peter manages to stop it from reaching
may peter and his aunt both struggle to
stand but reach each other and embrace
peter apologizes this was all his fault
no may says you did the right thing they
would have been killed
and she adds that peter has a gift he
has power and with great power there
must also come great responsibility
then her body remembers it was struck by
norman's glider she is badly wounded mae
collapses and dies in peter's arms while
he promises that she's okay
cops surround the place happy parks
between them and peter then gives
himself up for a rest while yelling for
peter to run once they start shooting
and he takes a bullet in the arm peter
listens
elsewhere ned and mj wonder where peter
is and why he won't contact them they
realize ned may be able to tap into the
power of strange's ring he calls for
peter and opens a portal it works but it
brings them a different peter parker
like the villains he too was brought to
this world so they try again and find
yet another older peter parker one who
has been looking for their peter ever
since he got to this world he had a
sense that ned and mj's friend could use
his help our help the other peter adds
the older peter asks if their friend has
a place he might go to get away from
everything the other peter offers mj
realizes where that would be and they
find peter on the school rooftop
ned and mj give him a much needed hug
the other peters offer their condolences
and their experiences
they tell him what can happen if you
lose yourself one became rageful after
losing gwen and the other sought revenge
after losing his uncle ben
he got what he wanted but it didn't make
it better
neither wants this world's peter to make
the same mistakes they did peter tells
them what his aunt said about power and
responsibility the message resonates and
the older peter assures that aunt may
did not die for nothing having taught
him this powerful lesson
they get to work in the school science
lab and develop cures for each of their
villains before they leave peter quotes
mj
expect disappointment but she corrects
him no they're gonna kick some ass cure
some ass the older peter corrects her
they head to the statue of liberty where
peter calls the daily bugle to announce
his location hoping to lure the villains
there it works the villains arrive but
fighting them all at once proves
challenging especially when the peters
have no experience working together they
find each other in battle to rework
their strategy they cannot coordinate
without a way to identify each other so