Spider-Man Lives is a film by OptimusPrime27 and the sequel to Spider-Man Lives. It is presumably the last film in the series, but their is a possibility of a fifth film.


  • Lucas Till - Peter Parker/Spider-Man
  • Helen Mirren - May Parker
  • Tommy Lee Jones - Ben Parker
  • Zachary Gordon - Andy Maguire/Alpha
  • - Gwen Stacey
  • Phillip Seymour Hoffman - Otto Octavius/Dr. Octopus
  • Jason Statham - Mac Gargan/Scorpion
  • Hugh Laurie - J. Jonah Jameson
  •  - Andy's parents
  • - Daniel Maguire
  • Tyler Posey - Eddie Brock (cameo)
  • Sharlto Copley - Miles Warren (cameo)
  • Ben Foster - Max Dillon (cameo)
  • Hugh Jackman - Sergei Kravenoff (cameo)


Since the events of the last film, Mary Jane Watson has moved away and Peter's Aunt May has died of a heart attack. Peter is all alone, until one day when he runs into a girl named Gwen Stacey. They start talking, and they become good friends. Meanwhile, at Horizon Labs, a company run by Otto Octavius, a machine Otto is working on glitches up and blasts young intern Andy Maguire, infusing him with unstable energy. Andy passes out and wakes up in the hospital, where the doctor tells him he's been in a coma for three months. The doctor also says that Andy's parents have pressed charges agains Otto Octavius for causing the entire thing.

Octavius is angered that Maguire's parents blame him for the thing, because he didn't even know it would happen in the first place. Octavius has lost his company in the lawsuit, and Horizon Labs has been shut down. Octavius vows revenge and gets to work on his master plan. Later that night, Andy is in the hospital when he begins to get a headache. His eyes start to glow, the room starts to shake, and the power in the entire building goes out. He suddenly starts to levitate up into the air, and his entire body begins to glow bright blue. Suddenly, everything goes back to normal and he falls back onto the hospital bed.

Meanwhile, Octavius finishes his project: four super-strong mechanical arms. He attaches the arms to himself in a painful surgery that also effects his brain and makes him insane. He attacks Andy's parents at their house, and kills them both. He decides he wants more, though, and begins to continue his reign of terror. He robs a bank the next day, which gets the attention of Peter, who, as Spider-Man, shows up to stop him. Dr. Octavius and Spider-Man have a huge fight, and in the end Dr. Octavius gets away into the sewers. J. Jonah Jameson dubs him "Dr. Octopus" and puts out a help wanted ad. Peter sees the ad and decides it's a good way to get some money. He goes to the Daily Bugle to get his job back, and Jameson hesitates at first but lets him take his old job back. The next night is Peter's first date with Gwen Stacey, and everything is fine. He's fighting crime as Spider-Man, working for the Daily Bugle, the city loves him again... everything's just like old times.

Back at the hospital, Andy's powers keep growing and he begins to get worried about it. He tells the doctors about the weird things that's been happening, and they run some tests on him. They discover there is something strange going on and try to find out. In the sewers, Dr. Octopus decides that if he's going to take over the world, he'll need to get rid of Spider-Man. He goes to a mysterious place and asks for "Gargan". It turns out the place is a secret mafia place where people go to hire hitmen, and Gargan is the best hitman there is. Octopus brings Gargan to the sewers and tells him if he's going to defeat Spider-Man he needs powers greater than Spider-Man's. He hooks Gargan up to a machine and activates it, infusing Gargan with radioactive energy and scorpion DNA. The machine gives him super-strength, invulnerability, and night vision. Octopus gives him a mechanical suit with a robotic tail that fires beams of energy. Gargan's new powers let him control the tail with his mind, and he decides to call himself "the Scorpion". Octopus tells him to go get Spider-Man, and Scorpion laughs evilly and leaves.

While Scorpion is searching for Spider-Man, Dr. Octopus arrives at the hospital to kill Andy. He smashes his way to Andy's hospital room and lifts him into the air with one of his tentacles. He is about to snap Andy's neck when Spider-Man arrives to see what's going on. The two have another fight and Octopus is about to finish off Spider-Man once and for all when Andy uses his powers to blast Doc Ock with a ray of energy, sending him flying through the wall and out of the building. Ock escapes while Spider-Man is distracted with what the heck Andy just did. Andy tells him the whole story and says he wants to avenge his parents' deaths. Spider-Man says being a superhero is too dangerous and leaves. Peter gets back home when he realizes he missed his first date with Gwen. He is upset and just decides to go to bed. The next morning, Andy has escaped the hospital and goes to see his uncle Daniel.  He tells Daniel his parents were killed and Dan lets him stay with him. Meanwhile, Spider-Man is tracking down Dr. Octopus when he is attacked by Scorpion. They have a huge battle, and Scorpion gets the upper hand when Andy, seeing the live broadcast of it on the news, arrives to help. Andy overpowers Scorpion and Scorpion gets away. Andy tells Spider-Man that he thought of a superhero name (Alpha), but Spider-Man still thinks being a hero is too dangerous. Reporters ask Andy who he is, and he tells them he's Alpha, Spider-Man's new sidekick. Alpha follows Spider-Man home and discovers he is actually Peter Parker.

That night, Andy begins working on a suit, and goes through several designs until he finally makes up his mind. He suits up and goes out looking for crime to fight. He sees to burglars run into the sewers and follows them. He discovers they are working for Dr. Octopus and are stealing money for him. Alpha attacks, but is outmatched by Ock and captured. Octopus sends a message across the airwaves challenging the Spider-Man to a final battle. If Spidey wins, Alpha will live. If Spidey loses, Alpha will die. Spider-Man shows up at the abandoned Horizon Labs laboratory to meet with Ock, but is suddenly ambushed by Scorpion. They have a huge battle that destroys most of the lab until Spidey defeats Scorpion by ripping off his mechanical tail and using it to fire a blast at him that sends him flying into a wall and knocks him out cold. Spider-Man is suddenly approached by Dr. Octopus who is carrying the unconscious Alpha. Spider-Man tries to quickly grab Alpha but fails. Spider-Man and Dr. Octopus have an epic battle on top of the laboratory, but Dr. Octopus grabs Spider-Man and throws him off the building. Spidey shoots a web to try and get away, but the web misses and he falls to his death. However, Alpha wakes up just in time to save him. Octopus gets away and the two follow him to the Statue of Liberty, where they have their final battle. Ock gets the upperhand and is about to kill Spider-Man when Alpha uses an energy blast to heat up the metal in the arms and causes them to overheat and shut down. Ock is now defenseless and the two heroes defeat him. Octopus and Scorpion are brought to Ravencroft, where they run into Eddie Brock and Miles Warren. The four plan on some day escaping together, but Octopus suggests they recruit two more members first before they go through with their sinister plan.

In a post-credits scene, the "Sinister Four" meet two more Ravencroft patients, a man named Max Dillon who's obsessed with electricity and a man calling himself "Kraven" who used to work for Norman Osborn. Octavius says together, they will one day rule the world.

Ad blocker interference detected!

Wikia is a free-to-use site that makes money from advertising. We have a modified experience for viewers using ad blockers

Wikia is not accessible if you’ve made further modifications. Remove the custom ad blocker rule(s) and the page will load as expected.