Spider-Man Lives is a film by OptimusPrime27 and the sequel to Spider-Man II.


  • Lucas Till - Peter Parker/Spider-Man
  • Helen Mirren - May Parker
  • Tommy Lee Jones - Ben Parker
  • Ellen Page - Mary Jane Watson
  • Tyler Posey - Eddie Brock/Venom
  • Hugh Laurie - J. Jonah Jameson
  • Christoph Waltz - George Stacey
  • Anne Hathaway - Ashley Kafka
  • Adam Baldwin - Herman Schultz
  • Sharlto Copley - Miles Warren/The Jackal
  • Lucas Till - Spider-Man clones
    • Scarlet Spider
    • Spidercide
    • Kaine
  • Liev Schreiber - Cletus Kassidy


Two years after the death of Felicia Hardy, Peter Parker still has quit being Spider-Man once and for all, feeling responisble for the incident. However, when Mary Jane Watson moves back to New York after a year-long stay in London, he is convinced the world still needs Spider-Man after Mary Jane and several others are nearly killed in a would-be terrorist attack that is luckily prevented. Peter realizes something, though... he already through away the suit. Little does he know, the garbage man that found it donated the suit to the Museum of Natural History. Peter is sitting in his backyard drawing designs for the new suit in his notebook when a meteorite crashes in the woods not too far from his home. He goes to take a look, but doesn't find anything. In the bushes, however, an unseen creature crawl over onto the bottom of his shoe. Peter is walking home, when suddenly the creature, a black alien ooze, climbs up his entire body until it covers him from head to toe. Everything goes black, and Peter wakes up standing on the very top of the Statue of Liberty.

Meanwhile, Miles Warren, the half-brother of Adrian Toomes, blames Spider-Man for his brother's deaths and vows revenge. Miles decides to get revenge by stealing some of Spider-Man's DNA and using it to make an army of evil Spider-Men with his new cloning device. To get the DNA. he works on a super-soldier serum so he can make himself just as powerful as Spider-Man is. He messes up on the serum and turns into a green, furry, werewolf-like creature. He goes into a crazy killer rage and rampages through the city, destroying everything. J. Jonah Jameson of the Daily Bugle dubs this new super-villain "the Jackal", due to his jackal-like appearance.

Back in his house, Peter is interested in this strange alien slime and does some tests on it. During one of the tests, it jumps at him and latches to his face, and soon covers his entire body. At first, Peter freaks out, but soon discovers that the slime has actually morphed into a new Spider-Man costume, after reading his thoughts and discovering that he was looking for a new one the last time it attached to him. Peter takes the suit for a test run, and everything's fine until he realizes he has no web-shooters. He's about to fall to his death when suddenly the suit shoots it's own web. Peter is amazed that it can make it's own webs, and swings through the city with it. He sees Jackal wreaking havoc and leaps into battle. Jackal, recognizing him as Spider-Man, the one who killed his brother, attacks him and nearly kills him. Spider-Man discovers that the suit can also increase his strength as he lifts Jackal up off the ground and throws him straight through a building. The building, however, begins to tip over and fall, but Spider-Man uses his new strength to hold the building and prevent it from smashing against the ground. He pushes the building back into it's place, and uses his also stronger webs to web it back into place and keep it from collapsing again. Jackal gets backk up and charges at Spider-Man, who grabs him and smashes him into the ground several times, knocking him unconscious. The police arrest Jackal and ask Spider-Man where he's been all this time. Spider-Man ignores their questions and goes back home.

The next day, Peter sees that Mary Jane is engaged to Eddie Brock. He is disappointed, as he was going to try and get back together with MJ. He gets depressed and goes to the bar, where he runs into Eddie and the two talk. Peter keeps getting angrier and angrier with Eddie to the point where he attacks him in a drunken rage. The two have a fight, but Peter has the advantage thanks to his powers. Peter knocks Eddie unconscious, and throws him into a mud puddle outside. Peter steals Eddie's car and drives home. Eddie wakes up the next day, bleeding badly, and, when he sees that Peter stole his car, promises to himself that one day he will get back at Peter. Eddie talks to MJ and tells her what happened, and MJ is shocked. She calls Peter and asks him why he would do such a thing. Peter tells her she wouldn't understand and hangs up.

Peter gets a call from Aunt May saying that they need to go to the police station right away. At the police station, police chief George Stacey says that they finally found out who the man who murdered Ben Parker all those years ago really was... Herman Schultz. Chief Stacey says that Schultz is still at large and has been robbing lots of banks recently. Peter is angry while Aunt May is sad. Peter vows to catch Schultz and make him pay for what he did to him and Aunt May. A few days later, Schultz and his goons are robbing another bank, when Spider-Man arrives. Spider-Man shows no mercy, and nearly kills all of Schultz's thugs. Schultz gets away and runs into the sewers to hide. However, Spider-Man finds him and brutally beats him. Schultz begs for mercy, but Spider-Man doesn't care and snaps his neck, killing him. Spider-Man is happy at first, but suddenly realizes he broke his own biggest rule, that if you take a criminal's life, you're just as bad as they are. He is horrified at what he has just done, and suddenly realizes that the suit is feeding off of his anger and making him do these things.

That night, at the church, Eddie is praying to God for him to kill Peter Parker, while Peter is up in the bell tower praying for help with everything he's going through right now. Peter tries tearing off the suit, but it won't let him. He fights against it, but the suit keeps squeezing tighter and tighter on him, inflicting massive pain. Peter slams his own body against the bell, causing it to ring loudly. The sound hurts the suit, causing it to weaken just enough for Peter to keep fighting and overpower it. He tears the suit off, and it crawls away looking for a new host. Eddie hears the bell ringing and is confused, when suddenly the goo comes charging at him, detecting his anger, and latches onto his body. It takes him over, and transforms him into a twisted, demented, monstrous version of Spider-Man. The suit gets into Eddie's mind and tells him that Peter Parker and Spider-Man are the same person. Eddie hears this and stops trying to fight the suit. He gives into the madness, the chaos, the evil, and decides to hit Spider-Man where it hurts...

Eddie goes home, and walks into the bedroom where MJ is sleeping. He whispers "whaaakey, whaaaakey", and she gets up to see what he's doing. She opens her eyes, and screams in horror as he leaps at her. Eddie wraps her up in a bunch of webs and carries her off. Meanwhile, Peter is finally free from the suit, but realizes he can't undo the horrible things he has done. He decides that, even though he can't undo the bad things he has done, he can still do good things. He gets his old web-shooters and breaks into the Museum of Natural History. He steals his old suit back, and sets out to fight crime once more. At Ravencroft Institute for the Criminally Insane, Miles Warren, still stuck in his Jackal form, is at a therapy session with Dr. Ashley Kafka. He tells her why he wants to kill Spider-Man, and how he thinks he deserves to kill Spider-Man. Suddenly, Eddie breaks in carrying MJ in his arms and promises Jackal revenge on Spider-Man if he comes with him. The two villains escape, and set out to kill Spider-Man. At Warren's lab, Jackal asks Eddie for some of Spider-Man's DNA, but he doesn't have any. Eddie says that the suit turned him into a Spider-Man-like monster and gave him the same abilities as Spider-Man, so it might work. Eddie tears a tiny piece of the suit off and hands it to Jackal, who uses it to create an army of evil Spider-Men. It works, and he sends his two lead Spider-Men, Scarlet Spider and Spidercide, to capture Spider-Man and bring him to Ravencroft. Spider-Man is helping the police in a car chase, when he is ambushed by Spidercide and Scarlet Spider. They have a huge battle, and in the end, Spider-Man convinces Scarlet Spider to go to the side of good. Scarlet Spider and Spider-Man escape from Spidercide, who desperately wants to kill Spider-Man and earn the approval of his creator. The two Spider-Men arrive at Ravencroft to defeat Jackal and Eddie, but are ambushed by several Spider-Man clones led by a clone named Kaine. They defeat the clones, and go further, only to be attacked by Jackal himself.

They have a huge battle with Jackal and finally manage to defeat him, but Eddie is still loose and wandering through the building. They find Eddie on the roof of the building, threatening to throw Mary Jane off of it unless Spider-Man fights him man to man all by himself. Spider-Man tells Scarlet Spider to stay back, and charges into battle with Eddie. They have a long fight, and Eddie gets the upper hand, until Spider-Man remembers that noise weakens the suit. Spider-Man smashes his fist through the skylight, causing a loud shattering noise that weakens the suit. He then yells at the top of his lungs, which further weakens it. Eddie tells Spider-Man to stop making so much noise, but Spider-Man continues to make as much noise as possible, which causes the suit to get weaker and weaker until Spider-Man's able to grab it and pull it off of Eddie. The suit tries to bond to Spider-Man, but he shakes it off. It then crawls toward Scarlet Spider and attaches to him. Before it completely takes over, Scarlet Spider decides to leap into the ocean below with it still on him, sacrificing his life to get rid of the suit. Peter and Mary Jane return to Peter's house, where they decide they can't be together, so they say goodbye and they go their separate ways.

In a post-credits scene, Jackal is seen in the newly rebuilt Ravencroft in a group therapy session along with Eddie Brock and a man named Cletus Kassidy, who says he wishes he had a cool alien suit like Brock had.

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