After the opening credits and title, the movie opens with shots of the New York City skyline. Then the scene goes to the inside of Grand Central station and shows a close up of a watc. The watch belongs to a business man who is running through the crowds of people holding a cell phone in his neck and a briefcase and coffee cup in his hands. He is yelling into the phone about how he's on his way and he’s trying to catch the subway. The man is so wrapped up in the conversation he doesn’t notice the people yelling, screaming, and running in the opposite direction. He finally gets to the stairs and you see him running down trying to catch the train. Then you hear loud footsteps and a loud deep roar. The business man runs back up the stairs screaming and dropping stuff with a giant Rhino human hybrid chasing after him. Riding on Rhino’s back is Spider-man, in a new suit, trying to hold him back. Spider-man finally let’s go as they begin to fight throughout the station breaking columns and Spider-man is cracking jokes. They make their way down to the tracks where they fight a little more. During the fight, Spider-man takes a picture of himself and Rhino as a joke. Finally, Spider-man flashes his new Spider signal on his belt in Rhino’s eyes which causes him to be dizzy and walk in front of a moving train. This destroys the front of the train and knocks Rhino out long enough for Spider-man to wrap up him in a cocoon. The police finally come led by a new police chief Jean DeWolff as Spider-man slips away and swings home.
Peter swings home into his bedroom window and plops in his rolling chair and turns on the news. The news reporter is talking about Oscorp and how they are under police investigation after the lizard, rat, and now the Rhino have come from inside the building. They will be shut down soon if they are found guilty for the destruction the mutants have caused. While listening to this Peter is taking off his boots and behind him there is a person in a red costume. Peter’s spidey senses go off and he jumps at the attacker onto his bed. The person was Gwen and she was wearing his old costume, trying to scare him. Gwen starts to laugh and takes the mask off. Relieved, Peter and Gwen talk and romantically play around. During this Peter decides to give Gwen his old web shooters as protection. Eventually, Gwen leaves and reminds Peter not to be late to take pictures at the basketball game tonight.
At the basketball game, Flash and Randy are on fire making points left and right. While Flash’s girlfriend Liz Allan is cheering them on. Peter is busy taking pictures for the school newspaper when he notices a girl with red hair taking pictures; Peter zooms in to see who she is. But before he can his spidey senses go off and he moves out of the way from a falling Flash after catching a rebound ball. The two start to go back and forth with insults before they start laughing and Peter helps Flash up. Flash gets back in the game as Peter looks for the red head girl, but she’s gone.
The next scene shows caution tape at Oscorp and a giant hole in a glass window where Rhino broke out. There are police officers and investigators everywhere checking out the scene. Inside of Oscorp we see a tall man with brown hair in a grey suit. He is walking through the halls of Oscorp checking out all the damage. We never see his face because we are behind him and he is coughing viciously. The man finally walks into his office and sits down into his chair. He begins to cough some more into a handkerchief and you see blood on it. As he throws the handkerchief down on the desk the office door opens and his assistant Donald Menken walks in. He looks at at the man, who turns out to be Norman Osborn, and is shocked. Ratha pleads with Norman to go back home and says that he is too sick to be walking around the building. Instead of addressing this, Norman starts to yell at Menken for all the problems at Oscorp. He then begins to cough and almost falls out of his chair. When Donald Menken goes to help him up he notices the handkerchief with blood. Ratha tells Norman that he is getting worse and he is going to die. Norman finds the strength to get up and say that if it wasn’t for the incompetent scientists and doctors he’d have a cure. Donald Menken tells him Parker and Connors were their best scientists and he begins to say “ And you ki…..”. But Norman cuts him off before he could finish and tells Menken to find the next best scientist. Menken grabs the phone and tells his secretary to tell Max Dillon that he has to come in on his day off tomorrow. As Dr.Ratha leaves, Norman tells him to get up early tomorrow to take his son Harry to school.
The next morning in Peter is in his room just waking up. He walks down the stairs to see aunt May stressing out with the bills and trying to figure out how much they are in debt. Peter looks at the bills and asks her if he can help pay them. She says don't worry about it and that he should just focus on school. Peter says he is the man of the house and he is going to help her pay the bills. May says that she wishes uncle Ben could see the great man Peter is turning into. He smiles and hears a car horn outside. It’s Gwen in her new mini cooper. He takes a muffin, kisses Aunt May, and runs to the car. Gwen is calling Peter and he comes out making jokes about her new car. He says why do you need a car in the city with most traffic. She says so she can get used to London cars. They pull off and begin to talk some more. She grills Peter,asking where has he been the last few nights knowing he wasn’t fighting crime. Realizing he has been caught, Peter admits he was visiting Dr.Connors at Ravencroft. Getting agitated Gwen points out that he killed her father. Peter says the lizard killed her father and that Dr.Connors is fine. Peter also says that he needs answers because he feels there is a bigger picture to what happened to him and his parents. Knowing how much this means to him she lovingly agrees and asks Peter to not to lie to her next time. Finally, she tells Peter not to forget about the dinner tonight with her family celebrating her scholarship. Peter reassures Gwen and they try to weave through traffic.
Downtown, is Max Dillon an intelligent and kind scientist. He is also antisocial, unfocused, and has a slight case of schizophrenia. His apartment is a mess and he is still sleeping. His phone is ringing really loud which wakes him up and he answer it. It's Menken and he yells at Max saying if he doesn't get to Oscorp in 10 minutes he's fired. Disoriented, Max gets up, puts on his clothes wrinkled and his tie crooked. Max grabs his bike off the wall and runs down his apartment stairs.
At midtown high, Peter kisses Gwen goodbye as he goes to the school and Gwen drives off to work at Oscorp. In front of the high school Peter sees Flash, Randy and Liz and he goes to talk. Behind Peter a limo pulls up with Dr.Ratha driving in the front. Harry Osborn gets out and is on the phone with his dad telling him how he is mad because he all he cares about is work. Randy asks Liz and Flash who is the rich kid. Flash says he moved here from France last semester. While Liz adds in that she has 3rd period with him and his name is Harry. Looking at his face and remembering the name Harry Peter realizes he used to know the guy. He decides to go and try to go talk to Harry. As they walk towards each other, Peter tries to reintroduce himself but Harry brushes Peter off and continues to argue with his dad on the phone. Liz, Flash, and Randy make jokes about how Peter got rejected and all four of them walk into school.
In the Oscorp parking lot, Gwen is pulling up to a spot when Max Dillon on his bike rides in front of her and she hits him. Sending his papers flying everywhere. He frantically tries to pick them up and get on his way. Gwen gets out apologizing and helps him with his papers. As she picks them up she notices the papers say bioengineering and compliments him on how great his plans are. Flustered Max smiles, forgives Gwen and introduces himself. Gwen introduces herself back and shakes his hand. Realizing he is late, Max runs inside and forgets one of his papers. Gwen picks up the last paper and runs inside catching him inside the elevator. Gwen gives Max the paper and they begin to talk in the elevator. She again acknowledges how great his plans are. Max is happy he finally gets recognized and says Gwen has a really bright future at Oscorp. She says goodbye as she gets off on the intern floor. Max Dillon says bye and smiles as he begins to feel that he actually has a friend.
When Max gets into the bioengineering lab he meets up with Norman Osborn who scolds him for being late and shoves Max into the board room of executives. Max Dillon shows his brilliant designs to them in a really good presentation, but they don't pay attention. All the executives only want to hear about the super serum. Max disappointed skips his great work and begins to explain the serum. He states that the animal gene testing has proved positive and the many characteristics of various species makeup the super serum but they aren’t stable. During this he shows a slideshow with a rhino, lizard, rat, and electric eels explaining how they help make the serum. One of the board members gets up arguing that they have been waiting for 18 years and Oscorp is not close enough. Fed up at their disrespect, Max Dillon yells back saying if you don’t want more Rhinos and giant lizards running around then you’re going to have to wait. He begins to tell them that both sides have had some bad things happen making this serum.When he says this Max looks up at sick and angry Norman Osborn. The board members leave saying they have two days or else they will lose funding and the law will catch up with them. Max Dillon begins to pack up and leave when Norman Osborn pushes him against the wall. Norman says that Max is an embarrassment and if he doesn’t make the serum he will be fired and all of Oscorp's problems will be blamed on him. Norman lets go and storms off as Max looks worried thinking about what to do.
In the high school gym, Peter and Flash are playing one on one in basketball. After the game they sit in the bleachers. Flash tells Peter he plans on going to go into the military after high school because his dad can't afford to send him to college. Surprised, Peter tells Flash good luck. Flash asks Peter how it is going with Gwen. Peter thinks in his head about how he is always blowing her off being Spider-man. He tells Flash that he's worried because she is going to London soon and they never have time for each other. Laughing, Flash wonders why because Peter has no job and never does his homework. Jokingly, he tells Peter that between drinking and being a jerk his dad always used to say "Time is a created thing, To say I don’t have time is the same as I don’t want to". Peter thinks for a second then laughs asking Flash when did he get so philosophical. Flash pushes him and say "hey it’s true". Peter agrees and thinks about it. Then, Flash points out to Peter Harry Osborn who is walking into the gym. Harry walks over to a group and tries to talk them but they ignore him. Discouraged, he sits down by himself and looks around lost. Peter says he should go and talk to Harry. Flash says he heard that Harry is really snobby and awkward. Peter gets up and tells Flash he used to be really good friends with Harry. Peter walks away and says to Flash "if it wasn’t for you and Gwen I wouldn’t have any friends". Peter walks over to Harry while Flash jokes around saying that he still doesn’t have any friends.
Peter walks across the bleachers and says hey to Harry. Harry looks up and rudely asks “Do I know you”. Awkwardly, Peter says his name and tries to remind him that they used to hang out every day in elementary school. Peter asks Harry if he can sit down and Harry says “yea sure” basically ignoring him. Peter sits and begins to ask him how has he been. Harry begins to open up realizing that someone is talking to him. They start talking and Harry is just starting to listen when the bell rings. Peter says bye and begins to walk away when Harry yearning for a friend asks Peter if he wants to hang out after school. Peter almost declines in fear of being late for dinner with Gwen. He eventually agrees, seeing how desperate Harry is and how good it feels to reconnect to the past. Peter leaves as Harry stands there with a small grin on his face.
At Oscorp, Gwen is walking to her car when she sees a frustrated Max Dillon trying to fix his bike so he can go home. Feeling bad because she hit his bike she asks Max if he wants a ride home. Hesitantly, he agrees realizing he has to get home and figure how to make the cure. During the ride Peter calls for Gwen. Since she is driving, Gwen gives the phone to Max to hold. Max takes the phone and puts it on speaker. Peter explains that he is going to help an old friend by hanging out with him after school. Gwen says that Peter may mean well but he always ends up not being where he has to be. Peter promises that he won’t be late. Not believing him Gwen starts to yell. Peter begins to yell back trying to convince her. Max awkwardly holds the phone listening to their argument. He finally buts in and tells Gwen that Peter won’t be late;He then tells Peter that he better not be late. Confused, Peter asks who is that in the car with her. Gwen says this is my new friend Max....but forgets his last name. Max says his last name is Dillon. Gwen says she’ll explain at dinner and Max hangs up the phone. Max noticing how stressed Gwen looks he asks if she wants to talk about it. Gwen begins to say how Peter is a smart, loving, and great guy but he is really unfocused. Max says he can relate and that if she really loves him she'll follow him through thick and thin. Gwen thanks Max for the advice and compliments him for being so smart. He smiles as they keep driving.
After school,Peter sees Harry waiting outside of the school holding the door to the limo. He says hey to Harry and gets into the limo as they pull off. Harry and Peter are talking in the back of the limo with Donald Menken in the driver's seat. While looking into the mirror, Ratha sees Peter and is surprised. As they pull up to the Osborn’s Condo Peter notices how huge and extravagant it is. Peter and Harry get out of the limo and walk inside. Inside the limo, Donald Menken frantically takes out his phone and calls Norman. He tells Norman that Harry is hanging out with Peter Parker. Norman yells at him to go stop them, but Menken doesn’t know what to do. Norman says he will take care of it later.
Inside the condo, Peter notices all the amazing stuff Harry has and how rich he is. He jokes about how he doesn’t remember all this stuff being here. Harry chuckles and says his dad really got carried away with the detail when they remodeled. Peter makes a comment about how he would need a lot of jobs just to get this stuff. Harry hearing the tone in his voice asks if he needs a job. Peter wonders what Harry has in mind. Harry gives him a Daily Bugle newspaper and says he sees Peter's pictures in the school newspaper and thinks they’re amazing. Peter thanks Harry and looks at the cover of the newspaper. Its headline says Spidey and Rhino cause grand destruction. Peter throws the paper onto the couch while Harry says he has connections with the lead editor and can set up an interview by tomorrow. Peter and Harry start to talk and they reminisce about what they used to do when they were younger. They spend all afternoon playing video games, playing with the cool art around the house, and reminiscing. While in Harry’s room Peter looks at his watch and notices he only has a few minutes to get across town to dinner. Peter grabs his book bag, says bye to Harry, runs down the stairs, and is about to leave. When the front door booms open and Norman Osborn storms into the lobby. Peter trying to leave bumps into Norman knocking him to the ground. Peter apologizes and helps him up as he dust his suit off in a hurry. While dusting his suit off, Peter notices his handkerchief and reads the embroidered name Norman Osborn. Peter looks in shock when Harry comes down the stairs and says hey dad. Norman tells Harry to get upstairs and looks at Peter sternly. Harry tries to explain but Norman yells to go. As Harry goes upstairs Peter introduces himself. Norman says I know who you are and tells Peter to get out and never come back. Peter nervously agrees and runs outside around the corner to put on his costume. Upstairs, Harry tries to explain the mess and says that he made a cool new friend hoping for Norman’s approval. Norman yells that Peter Parker will never come here again. Harry tries to plead with his dad but then Norman smacks him and says you will not associate with Peter Parker.
While swinging to the restaurant, Spider-man hears gunshots and notices a store getting robbed. He decides that he has to stop it. Spider-man swings down and kicks the robber. The guy robbing the store is Stan Lee in his cameo appearance. The old man is wearing a black and white stripped sweater with a black mask. Spider-man is confused and questions if this is for real. The robber is holding his back in pain as Spider-man makes fun of his costume. The old robber makes fun of Spider-man’s costume and comically threatens him. Spider-man laughs and says he doesn’t have time for this. Spider-man webs the gun out of he robber's hand and sticks him on a giant web so the cops can get him.
Peter taking off the costume, forgetting the gloves, makes it to the restaurant an hour late and sees Gwen standing outside. He gives her a kiss and he tries to explain what happened. Gwen angrily rips his spider-man gloves off his hands and shoves them into his pockets. Peter says some crazy old man was robbing a store. She interrupts saying there is always some burglar and he isn’t trying hard enough to make time. She begins to walk away when Peter runs in front of her and says he is really sorry. Peter charms Gwen and tries to make her laugh. She tries to hold it in because she is still mad. They begin to talk and Gwen says she want a normal life. Peter asks Gwen why. Gwen then says because normal is safe. Peter begins to realize that Gwen is really worried about him. Trying to comfort her Peter gives Gwen a hug. Finally, Gwen forgives him and Peter takes her to a back alley, puts on his mask, and they swing around town.
At Max’s apartment, it is 2:00 in the morning and he is running around stressing out about how he can’t find a stabilizer for the serum. He is drawing diagrams, balancing equations, and picking different species that can hold everything together. He finally gives up and turns on his TV. On the news there is a story on spider-man and the reporter is talking about all the good he has done in the last year and a half. The reporter interviews many residents with mixed feelings about him including J. Jonah Jameson. Then the reporter interviews the new head of police chief and the person who thought of the Ravencroft prison Jean DeWolff. DeWolff thanks Spider-man for all his help and begins to talk about the Ravencroft prison. During this story she questions where did he come from and what makes him so special. She then closes off with it doesn’t matter because he has complete control over crime in this city. Max Dillon is intrigued by the footage of spider-man and begins to put the pieces together. When the reporter says control Max instantly realizes that spider-man is the key. So he grabs all of his work, catches a cab, and goes to the Oscorp building.
The next day at Midtown high, Peter and Gwen are walking to class. Gwen is talking about prom but Peter doesn’t want to go. She says that this is what normal seniors do and they’re going. Peter tells Gwen that he wants to go see Dr. Connors again tonight. Gwen gives him a scowl and is about to go off on Peter about Dr. Connors but Peter promises this is the last time. Gwen smiles and agrees, only if Peter goes shopping for a dress and suit for prom. Peter agrees and they keep walking. When they turn the corner Peter sees Harry at his locker and he has a bruise on his eye. Peter and Gwen kiss goodbye as Peter walks over to talk to him. Peter tries to talk but Harry ignores him. Peter wants to know what happened when he left but Harry pushes Peter and says I can’t talk to you. Confused,Peter asks Harry how he got the bruise. Harry walks away and tells Peter to be at his interview by 3:00.
At Oscorp, a tired Max Dillon is in Norman’s messy office finishing up the equations on spider-man when Norman Osborn walks in. Norman sees the mess Dillon has made and is about to go ballistic when Dillon shows his progress. Norman is confused and recalls Richard Parker’s spider division was failure in the past. Max points out that spider-man came from Oscorp and that he is special. Max says he is the only one who didn’t turn into a mutated freak and he is the key. Norman’s permanent scowl turns into a big smile and he tells Max to get out of his office and find more proof somewhere else. Max happy at his accomplishment dances out of the office to go find a way to make someone like spider-man.
At the Daily Bugle, Robert Robertson is taking attendance of the freelance photographers who want a permanent job at the paper(the red head girl from before is in the small group). J.Jonah Jameson, the chief editor, is yelling at everyone to do their job better and is making jokes about how they all suck. Jonah then asks his secretary Betty Brant where this Peter Piper kid is. Betty corrects Jonah and says his name is Parker. J.J says he doesn’t care what his name is he’s not here. Peter then comes in out of breath, stuffing his costume in his bag, and runs over to Jameson. Peter grabs Jonah’s hand, shakes it and says “I’m Peter....” but before he can finish Jonah pulls back his hand and says he doesn’t care and get out. Angry because he messed up, Peter turns to leave. J.J turns to Betty and asks where is this kid named Parke; J.J says that he has 5 seconds to get here. Betty points out that the kid he just threw out is Peter Parker. Confused because he thought his first name was Parker, J.J blames Betty for the mistake and calls back Peter. Peter runs back and introduces himself as they walk into his office. Peter then tries to explains why he's late but J.J interrupts Peter and says “Time waits for no one if you wanted to be here on time you would’ve”. J.J says that he doesn’t care if Harry thinks you’re a great photographer I think your crap. He points over to the group of freelancers and says they want this job harder than Peter and they show up on time. He tells Peter if he doesn’t show him something good by tomorrow he can forget about a job. Peter leaves and says I won’t let you down. As Peter leave you here J.J begin to yell at the employees more.
At Ravencroft prison, it is lights out and there a mass amount of security outside. Two guards are just finishing up roll call before everyone goes to sleep. They call out Freddie Sanders (Freak), Carlos Lamuerto (Black Tarantula), Morris Bench (Hydro-man), Jonathan Ohnn (Spot) Herman Schultz (Shocker), Edward Whelan (Vermin), and Rhino. Peter is on top of the facility and puts his spider-man mask on as he sneaks through a secret passageway. When Spider-man makes it inside he sneaks past the sleeping inmates to Connors cell. Spider-man finds the cell and does a secret knock on the glass. Dr. Connors hides in the shadows and says he doesn’t want to talk. Spider-man tries to convince him to talk and begins to ask questions about his parents but then Dr. Connors walks to the glass and says go away. His face looks scraggly and he has an unruly beard. Peter takes off his mask and begins to get angry because he comes every week and learns nothing. Frustrated peter raises his voice and emotionally bangs the glass. Connors sees how important this is to him and finally caves in. Dr.Connors says he will tell Peter something if and only if he never comes back. Peter agrees and Connors tells the story. Connors says him, Peter's father, and Norman Osborn were on the brink of a scientific revolution. They were testing out many theories and different ways to make the world better, but Norman became focused on one thing a serum that could make humans invincible. Peter asks what happened to them that broke the team up. Connors reveals during an experiment there was a chemical explosion and that Norman was infected with a new disease. He also reveals that they couldn’t cure this disease causing him to become bitter and senile. He ends the story with saying that Peter’s dad left and Norman has been pushing around him and people like Max Dillon ever since. Peter begins to ask why his father left, when Connors says that’s enough for tonight and he walks away. Peter pleads for more but Connors says goodbye to Peter and tells him to never come back. Peter puts on his mask and leaves the prison with more questions than answers. Meanwhile, at a shop in Queens Gwen is holding a dress and a tux calling Peter on his cell phone because he isn’t there.
The next day, Aunt May is sitting out on the porch with her friend, Anna, when Peter comes outside to go to school. When he goes down the stairs Aunt May calls Peter back up before he goes to talk to him. She asks Anna to go get them something to drink. When Anna leaves, she tells Peter that Gwen was looking for him last night. Realizing he messed up again Peter tries to leave so he can go fix things. But Aunt May tells him to sit down and listen. May tells Peter that Gwen really loves him but if he doesn’t have the time for her he shouldn’t lead her on. Peter tries to tell Aunt May that he loves Gwen but she says love isn’t the only thing that keeps relationships together. She tells Peter that he is a good kid but lately he’s been having his head up his ass and that he is unreliable. Peter is surprised at how frank she is being but knows it’s out of love. Peter gets up and says that he’ll make things right.
At Oscorp, Max is walking through the halls with his Spider-man research when he sees Gwen.Gwen sees Max and goes to talk to him. Trying to impress his new friend, Max asks Gwen if she wants to come to the top floor and see his desk. Being the nice person she is Gwen follows him to his desk where Max shows off all his research. On his desk, are dozens of pictures of Spider-man and spiders scattered all over the place.Gwen asks why is he so interested in Spider-man. Max says that he can’t tell her everything but since their friends he tells her that Spider-man is the key to him getting respect. Gwen thinks about what that means, until Norman Osborn, Donald Menken, and the lead board members walk over to his desk. Max asks what’s going when Ratha starts throwing Max's stuff in a box. Norman says the board feels his Spider-man idea is ludicrous and only a lunatic would think of it. Max surprised tries to defend his theory when Norman tells him that they are closing down the bioengineering and cross species genetics department blaming, it’s all on Max. Now yelling at this point Max is ashamed by Norman in front of everyone including Gwen. Finally, Norman fires Max and walks away. Gwen tries to comfort Max but he grabs his box and storms off. Donald Menken points at Gwen and tells her that she is going to stay late tonight and help them pack up equipment.
At the Daily Bugle, Peter is talking to Jonah and showing him really good pictures of parks, buildings, and various landmarks in NYC. But Jonah thinks they’re all garbage until he sees the picture of Spider-man and Rhino from before. J.J throws away the others and says he’ll take this one. Peter scared that his secret might be out he tries to make up an excuse for why he has them. J.J says he doesn’t care how he got pictures they’re front page material. Peter says that J.J must really love Spider-man. J.J retaliates saying that he hates Spider-man and everything he stands for but he makes money so he puts Spider-man on the front page. J.J then tells Peter that he’s one step closer to getting the job. He tells Peter that tonight him and three other interns will ride through the city in a Daily Bugle news van and take pictures of the latest stories. As Peter leaves J.J’s office J.J chuckles and says maybe you’ll get a picture of Spider-man tonight. Peter walks by Betty’s desk as she says see you tonight. Right as he walks out the revolving door, the red head from before comes through the other side but she goes so fast he can barely see her face.
Later that night at a bar, Max Dillon is drinking his sorrows away and watching the news on TV. On the TV, is the news talk about how former Oscorp employee Max Dillon has been accused of causing all recent creature destruction and there is a warrant for his arrest. Fed up at the constant disrespect and lies a drunk Max pays his tab and heads over to Oscorp.
Outside of the Daily Bugle Robert Robertson is sitting in the driver’s seat of one of the vans while J.J is separating the people into groups. He finally calls to Betty’s van Ned Leeds, Glory Grant, Mary Jane Watson, and Peter Parker. Peter runs a little late and only hears his name called. The groups get into the vans and drive through the city. In Peter’s van everyone is quiet and the mood is awkward until the red head girl, Mary Jane, breaks the tension and starts talking to Peter. He quickly notices her explosive and outgoing personality takes over the whole conversation. She begins to flirt with him when Peter tells her he has a girlfriend. She stops flirting with him and keeps talking.
At Oscorp, Max is stumbling through the halls drunk breaking beakers, computers, throwing papers, and messing up equipment. He finally walks into the room with the multiple animal species and sees Gwen, Dr.Ratha, and Norman Osborn working late on a platform near an eel tank. Max confronts Norman and punches Donald Menken in the face. Gwen runs to the phone to call security. Max tackles Norman and the two begin to fight on the ground. Gwen yells at Max to stop but he keeps punching Norman in the face. The two get closer to the edge of the platform and almost fall into the genetically engineered electric eel tank. Norman finally throws a computer at Max which makes him stumble and fall into the tank. This causes a giant explosion knocking back Gwen, Donald, and Norman. On the floor Gwen sees a blue figure crawl out of the tank, grab a hoodie and stumble out the door. Gwen pulls out her cell phone to call Peter while Norman wakes up Menken so they can go get the car and go find him.
Meanwhile, Peter and his group are taking pictures of a flash mob in central park. Mary Jane and Peter are talking about the prom and how his relationships is getting worse when he gets a call from Gwen. Peter takes out his phone and Mary Jane comments on how pretty her picture is. Gwen scared begins to tell Peter about how her friend Max Dillon turned into a blue monster at Oscorp. Peter confused walks away from MJ so he can get privacy. He asks Gwen what is she talking about and where is she. Gwen tells Peter what just happened at Oscorp and that she’s getting in her car to follow Max. Peter tells her not to go and that he’ll find him then hangs up. Gwen doesn’t listen and follows him anyway. Peter tells MJ that he has to go right now. MJ says if you leave then you won’t get the job. Peter says that this is more important and runs to go change. Thinking he is going to Gwen she yells out "Go get her tiger."
Somewhere in the city, Max Dillon is walking around grasping his chest in pain looking for help when he walks pass a police car. The police see him stumbling and get out to see the suspicious activity. They follow him for a block when he steps in a puddle and he begins to spark up. In pain Max grabs a traffic light pole and it explodes. The cops see this and take out their guns. They tell Max to drop his weapons and put his hands up. Max says he has no weapons and puts his hands up. When he puts his hands up electric sparks shoot out his hands and in the air. The cops begin to shoot at Max but his body absorbs all the bullets. Trying to stop the bullets Max puts his hand out and shoots more electricity, blowing up the police car. Swinging in the air looking for Max, Spider-man sees the explosion and figures it must be him. Spider-man swings down and tries to reason with Max. But Max says this is all Spider-man’s fault and that he is the key to getting his life back. Spider-man confused gets closer to Max and still is talking him down. Max lunges at Spider-man but he dodges out of the way and Max crashes onto the front of a taxi. Spider-man walks over to Max and says he’s taking him to get fixed. But when Spider-man tries to pick Max up he gets a huge electric shock. Max realizing he might have the upper hand he tries to shock Spider-man more. Spider-man dodges every hit because of his spidey senses and experience. He eventually sprays webs on his fist thinking it will insulate them. The two fight through the streets while cops try to stop them. Meanwhile, the news comes to cover the fight including MJ in the Daily Bugle van. Max finally throws an electrically charged garbage can lid, but Spider-man moves out the way and slingshots it at Max’s head. Gwen pulls up in her car and yells at Max to stop. Spider-man turns around to Gwen and yells “what are you doing, get out of here”. Max takes advantage of this distraction and shocks Spider-man on his chest. Stunned Spider-man drops to the ground holding his chest. Gwen runs over to help him but Max shoots electricity out his hands and says get back. The electric shock send Gwen back into a pile of garbage in an alley. Spider-man sees this and goes into a full rage, beating Max mercilessly and throwing him up into a web on a light pole. Then Spider-man grabs a nearby fire hose and sprays it on Max.
Spider-man runs over to Gwen and carries her to an empty alley. Peter takes of his mask and begs Gwen to wake up. He begins to give her CPR and pumping her chest. Peter finally calms down when he starts to hear her breathing. Meanwhile, Max is crawling through an alley weak from the water and looking for a place to hide. Then a limo pulls up, Donald Menken gets out and he puts an insulated blanket over Max, helping him into the limo. Norman Osborn is in the back and he says to Max “You’ve caused a lot of problems around here but maybe you’ll be some good use to me after all." At the Osborn’s condo Harry is calling his dad asking him where is he, when he hears the main lobby doors open and goes to see who it is. It’s Norman Osborn and Menken going to up to get some equipment and go to Oscorp. Harry goes down stairs and starts grilling his dad about where he’s been and what’s he doing. Norman says to get of his way and go to your room. Harry looks through the lobby windows and sees a sleeping Max glowing in the back seat. He begins to question his dad motives and says that he used to respect him but now he hates him. Norman tells Harry that he is a disgrace and that he never loved him. Harry spits in his face and runs to his room to pack his things so he can run away. This doesn’t faze Norman and he goes to the basement to get a black electrician’s suit with blue and grey detailing.
At the hospital, Gwen is in her bed while Peter, Aunt May and her family are there watching her. The doctor says that she will be fine and she can leave by tomorrow afternoon. Peter is still worried when he thinks he sees Captain Stacy standing by the door. Peter goes to the hallway to see if he’s real, but when gets there he sees nothing. Then he turns around and Captain Stacy is sitting in the chair behind him. Captain Stacy tells Peter to sit down so they can talk. Peter sits down in disbelief that Captain Stacy is in front of him. Captain Stacy says that he knows that Peter broke his promise. Peter apologizes saying he didn’t mean to get Gwen hurt and wishes he never got involved with her. Captain Stacy says he understands and that Gwen really loves him. He also tells Peter that he is reminds him of himself, and that Gwen doesn’t need to lose two loves this young in her life. Peter puts his head in his hands and says he doesn’t know what to do and that he can’t choose. Captain Stacy puts his hand on Peter’s shoulder and say that he’s a bright kid and he’ll know what to do. Then he disappears as Peter is left with his thoughts.
At Oscorp, Menken is reading the latest Daily Bugle and Max is looking in a mirror at his burned blue face in a new insulated suit. He also keeps calling himself a monster and saying that he killed his only friend. Norman comes in trying to level with Max by saying that they are both scientific mistakes and that they need the cure to fix these mistakes. Max says that he just wants his old life back. Norman says Max to "you can’t have your old life back you killed a young girl." Max yells at Norman to stop calling him Max because freaks don’t deserve a name. Max takes the newspaper and looks at the front cover. It reads Spider-man and new friend Electro wreak havoc. Max tells Norman that until he is cured call him Electro. Norman agrees and begins to explain that they need a sample of Spider-man’s blood for the cure. Electro tells Norman that Spider-man is too good and he can’t beat him by himself. Norman thinks for a moment and says don’t worry because there is a whole group of inmates who would love to help beat Spider-man. Electro if they're going tonight and Norman tells him to rest up because he has a busy day tomorrow. Electro laughs and burns the newspaper into dust.
The next day at Ravencroft, Electro in his new suit walks down the path towards the front entrance. Dozens of guards shoot and try to stop him but Electro’s new ruthless attitude and control over his powers help him make it through the prison with ease. Jean DeWolff tries to stop Electro but he just chokes her, throws her against the wall, and keeps on his way. Jean on the floor pulls out her radio and calls dispatch for backup. At the hospital, Peter is walking back and forth thinking of how he should break up with Gwen. When his phone begins to buzz and the call for backup goes through his hacked police signal. He turns it down and leaves the room to go listen. When he figures out it’s probably Electro then he turns off the signal, runs into the room, kisses Gwen on the forehead and goes to save the day. Back at Ravencroft, Electro is wreaking havoc killing guards left and right. Finally, Electro makes it to the main wing of Spider-man’s rogue gallery. He shorts circuits the main system which opens the cell doors and turns off the alarm and emergency gas. Yelling over the inmates, Electro tells them that he is on a mission to kidnap Spider-man and take his blood. Then he says if they help get his blood they will have freedom and the chance to kill Spider-man. At the end of Electro's big speech Spider-man comes in from behind them and makes a quip about how they are all terrible adversary’s.
After the quip, all the inmates attack him using their powers trying to kill Spider-man. Spider-man tries to use the size of the room and his quickness to win the fight but the numbers quickly become too much for him. Black tarantula and Vermin work together and brutally beat Spider-man. Then Spot uses his portals to throw Spider-man into all the inmates including Shocker and Freak. Finally, Hydro-man floods the whole room and Electro sends an electric current through the water that shocks Spider-man temporarily knocking him out. After this Electro jumps onto Spider-man, pulls out a syringe, and is about to draw the blood. When Dr. Connors hits Electro with a pipe and turns the emergency system back on. This starts the siren and fills the room with knockout gas. Seeing an opportunity to leave Rhino lifts up Electro and breaks through a weak wall, falling off Ravencroft island and into the ocean. Dr. Connors grabs Spider-man and helps him to the hole Rhino made while the other inmates fall unconscious from the gas. Thinking none of the inmates escaped, Spider-man thanks him for the help and slowly swings while the backup helps get control of the prison.
Very weak and tired Spider-man swings his almost lifeless body to Gwen’s house and lands on her scaffolding. He lays there for hours until Gwen comes home from the hospital and sees him lying there. She goes to help him and takes off Peter’s ripped mask. Peter pushes her away and says I can’t do this anymore. Surprised Gwen asks what is he talking about. Peter begins to explain that he doesn’t want to put her through him not being there for her, her getting hurt and her having to worry about him anymore. Gwen begins to cry and they hug as he she says I love you to Peter.
The next day, a still weak Peter is in the bathroom put heavy makeup on his wounds and puts on a long sleeve shirt to cover his giant wounds. Peter sees a picture of him and Gwen on his desk and puts it face down, when the doorbell rings. Peter runs downstairs when Aunt May comes from the kitchen and answers the door. Outside she sees a distressed looking Harry Osborn with three packed bags. Aunt May and Peter are now talking in the kitchen while Harry is in the living room. Aunt May says he can’t stay here because they can barely afford to feed themselves. Peter begs her to let him stay because it’s his best friend and he’s had some hard times. Aunt May says that his father said don’t deal with the Osborn’s. But then she looks into Peter’s eyes and realizes how selfish she is being and that Uncle Ben wouldn’t approve of what she said. She gives in and says to Peter “but your splitting half your breakfast with him”. Peter goes into the living room to go talk to Harry. Peter asks Harry what happened between him and his father. Harry explains that his dad was neglectful and he is losing his mind. He also tells how his dad tries to keep them from being friends. Harry then begins to tell Peter about how his dad was working with the blue guy in the news. Peter then mumbles to himself that Electro and Norman were working together but questions for what. Harry is about ask him what he said when the phone rings. Peter picks it up and it’s J.Jonah Jameson. He’s counting and throwing money laughing into the phone. Peter asks Jameson why is he so happy. J.J says it because of Peter’s great Spider-man and Electro pictures he sent him were and how much money he’s making. Confused, Peter is about to set the record straight when J.J interrupts Peter and tells him that he was the one that got the permanent photographer’s job. Peter happy he got the job thanks J.J and hangs up the phone.
At Oscorp, Norman and Menken are pacing back waiting for their army of inmates. All of a sudden Rhino walks through glass door with Electro flying close behind. Norman begins to yell at Electro saying he sent him two days ago and only comes back with one person. Electro tries to explain that there was trouble at the prison and it was hard to get back with all the cops looking for them. Norman disregards what Electro says and tells them that they are going lure Spider-man out and end it tonight once and for all.
At Peter’s house, Harry is getting dressed for prom while Peter is slumped in his bed thinking about Gwen. Harry keeps trying to convince him to go but Peter doesn’t want to go without Gwen. Until Aunt May walks in with the tux that Gwen bought from earlier and drops it on Peter’s bed. Peter asks what she doing with a tux. Aunt May said she called her friend Anna Watson and her nieces date to the prom didn’t show up so you’re taking her. Peter tries to protest to the idea but Aunt May says “she is a nice girl and she’ll be here any minute so go get dressed”. Peter looks at Harry with a baffled look on his face as Harry laughs. In the kitchen, Aunt may and Anna Watson are gossiping while Harry and Peter are dressed for prom sitting on the stairs. The doorbell rings and Aunt May says she’s here. Peter gets up to open the door when Anna Watson says “oh you’ll just love Mary Jane she’s a feisty little girl”. When Peter hears Mary Jane he realizes he met her before. As he opens the door he mumbles lowly so no one would hear “Oh no not this girl again”. But when the door opens Peter and Harry see a stunning Mary Jane in her prom dress. Hearing what Peter said she replies with “face it tiger, you just hit the jackpot”, as the three of them go to prom.
At the prom, in a hotel near Times Square, things are going great and Flash, Liz, and Randy are having the night of their life. Mary Jane and Harry are dancing together while Peter is sitting alone avoiding everyone. Mary Jane, stops dancing with Harry to go and talk to Peter. She sits next to him and says this prom is great and asks why he isn’t dancing. Peter tells that he just isn’t in the mood to dancing. Then a slow song comes on and MJ tells him to dance with her. Peter makes a joke about how assertive she is being but MJ doesn’t care. They begin to dance and Peter begins to enjoy it. Then, MJ brings up the fact that he left the daily bugle group and that she took picture for him. Peter realizes she sent the pictures in for him and asks why. MJ says because you thought your girlfriend was more important than a job and that was really cool. Peter points out that now she doesn’t have a job. MJ laughs and says that she always liked being in front the camera anyways. Thankful for what she did Peter hugs her tighter. MJ asks what happened to his girlfriend Gwen. Peter tells her that they broke up. MJ says she understands why he doesn’t want to be here. Peter says he’s having a great time but he still likes Gwen. MJ says they should try and get back together. Peter tells her that it’s a complicated situation. MJ says “then I might as well do this before the situation gets uncomplicated”. And she leans in and kisses Peter.
At the exact same time they kiss, Electro flies through Manhattan and lands on the red TKTS bleachers and is joined by Rhino who knocks over the monument in front. Electro laughing manically shoots two beams of electricity into the air while Rhino roars. Electro knocks out all the power in Manhattan and the Rhino charges blindly in the pitch black times square. Inside the hotel, everyone pulls out there cell phones so they can see in the dark. Peter and MJ stop kissing and look around in the dark. Peter runs to one of the windows to see what’s going on. Outside, all he sees is a bright and strong Electro flying through billboards destroying them. Realizing that Electro escaped Ravencroft, Peter is ready to spring into action. He tells MJ that he had a great time and she’s a great girl but he has to leave. MJ says it’s dangerous to walk around during a blackout. But Peter makes up the lie that Gwen needs him. MJ smiles and says you must really love this girl. Peter runs to a bathroom to change and swings to Times Square.
At Times Square Electro is letting the city have it knocking down the coca cola sign and exploding the Chevrolet clock. Finally, he drops down and grabs a bunch of innocent scared bystanders and says if Spider-man doesn’t come now he will kill them. Right when he makes the threat the Spider signal flashes in his eyes and surprises him. Electro says you’re making this really hard and all we want is your blood. Spider-man says a quip which makes Electro mad. Spider-man gets serious and says he hurt Gwen and now he has to go to jail. Spider-man runs up and start punching Electro but in his new supercharged state they have little to no affect. Electro then shoots a barrage of missiles at him and Spider-man dodges all except one. This sends him flying into the hard rock café. Electro flies into the air, while Spider-man gets up and can’t see a thing so he turns on his signal. He looks left and right but doesn’t see Electro. Behind him in the shadows is the giant Rhino breathing down his neck. Rhino swings at him but Spider-man dodges before he can hit him. Spider-man starts fighting Rhino and trying his best to dodge the charging Rhino but he ends up grabbing his belt and breaks his spider signal. Not being able to see Spider-man runs to a group of people and tells them to tell everyone to turn on their car lights so he can see better. Rhino throws two cars at Peter and Electro flies down and charges them.
Meanwhile at Gwen’s house, Gwen is sitting on the couch, in her pajamas and bunny slippers, eating ice cream and watching TV when the power goes out. Her mom comes through and says there is a power outage and she’s going to tell the landlord. Gwen not knowing what to do goes to finds the radio and flips through channels to find a station. She finds a station with news on the blackout throughout the city. They say CON ED has no idea how to get the power back on and the police blame the presence of Electro. Jean DeWolff says there is emergency warning to stay indoors and not to go through Manhattan. She also says that anyone who is in their cars in Manhattan to leave the headlights on and go home. Then you hear Electro and Rhino’s fight with Spider-man and from the sounds it’s not good. Gwen worried thinks about whether she should go or not because she knows Peter would rather die than have her get hurt. But she remembers what Max said about following him anywhere and runs to get her keys. When she remembers she left her car in Manhattan from a few nights ago. She quickly thinks of how she can get from Queens to Manhattan in a few minutes. Then she makes a huge smile and goes into the drawer to get the web shooters Peter gave her.
In, Manhattan, Spider-man appears really tired and is crouching under a pile of debris inside of a destroyed building. When, Rhino charges in looking for Spider-man. Spider-man waits until the right moment and leaps out of the debris, like a trap door spider, and pounces on Rhino's back hitting him with all he has. Rhino can’t get him off and starts running through walls to shake him off. Spider-man takes the punishment and holds on steering him with his web. Finally, Rhino bursts outside of the building and Electro sees them in the middle of the street. Electro flies through the air and tackles him off Rhino’s back. Meanwhile, Gwen with much trouble swings through the air to her car in Manhattan. She starts her car and makes her way through the abandon cars to Peter. Still faint from the full body attack by Electro, Spider-man holds his side as he runs down the street from Rhino. He then tries to spray web onto a high building, when he figures out he doesn’t have enough web fluid. Spider-man sees a double decker bus and runs to get salvation. When he goes inside he sees the sleeping bus driver and wakes him up. Rhino catches up and breaks the doors to the bus. Spider-man asks the driver to drive. The driver floors it and Rhino chases after them. Inside the bus, Spider-man tries to change his web fluid but Rhino knocks into the bus and makes him drop the extra cartridges. Electro breaks through the driver’s side and blows the controls making the bus go faster and uncontrollable. Spider-man grabs the driver and uses the last of his web to wrap him up safely and throw him into a giant spider web. Electro breaks through the top of the speeding bus and pulls Spider-man through the roof to the top. Spider-man and Electro fight on top of the double decker bus and go back and forth. Until Rhino finally catches up and knocks the whole bus over. Electro flies away while Spider-man is crushed by the bus. Rhino stops running and lifts the bus off Spider-man. Rhino lifts Spider-man by his neck and slams him into the ground. Electro is standing there with the syringe and tells Spider-man that he will finally get the respect he deserves when he makes this cure.
Too weak to move, Spider-man lies there and thinks about how he can’t save the day. Electro laughs and lift up Spider-man’s sleeve when he hears a car horn. Electro turns around and sees Gwen speeding in her car right towards him and Rhino. Electro shoots into the air while Gwen’s car crashes into Rhino. Rhino falls over in pain and let’s go of Spider-man. Gwen lifts her face out the airbag and turns to Spider-man. Spider-man lifts his head up and is shocked to see Gwen inside the car. He struggles to get up and help her when Rhino gets up first. Rhino grabs Gwen and pulls her out of the car. Spider-man gets up faster to get her because she is helpless and about to get crushed. Then Gwen puts up her wrist and sprays Rhino in his face with all of her webs. Unable to see, Rhino holds his face and drops Gwen who falls safely on the hood of the car. Using all of his strength, Spider-man raises the double decker bus over his head and throws it at Rhino. Rhino gets crushed by the bus and falls to the ground unconscious. Spider-man limps over to Gwen who is still lying on the car. He takes off his mask and begins kissing her calling her crazy. Gwen tells Peter she doesn’t care if they’re together or not she will always be there for them. They begin to make up and he’s about to say I love you when Electro whizzes by and grabs Peter and carries him in the air. Gwen looks up and roots for Peter.
In the air Peter punches Electro and tries to get to a nearby rooftop. Electro throws Peter on top of the Rockefeller building. He lands on the rooftop and antagonizes Peter. Electro sees that he is Richard Parker’s kid and says that he should just give up and that there is no need to keep fighting. Peter knowing that he is in over his head says another quip, puts on his mask and charges at Electro. The two fight for a little but Electro soon over powers Spider-man and holds him over the edge of the building. Electro chokes Peter and says he can still get the blood if he’s dead. Peter quickly looks for a way to defeat him and looks at the Prometheus statue and Rockefeller waterfall giving him an idea. He says one final quip to Electro, which makes him really angry and put his guard down. Peter grabs Electro’s neck and flips both of them of them off the edge of the building. As they fall, Electro raises his power higher and higher so he can get Peter off of him. But Spider-man keeps holding on. When they get closer to the statue Peter drops Electro into the water and lands on top of the statue. In the water, Electro’s electrical charge is too much and he powers down. It causes a huge explosion and Peter jumps out of the way.
After the explosion, Peter sees a weak and powered down Electro crawling out of the water and limps over to confront him. Peter asks what he wants with his blood and why is he working with Norman Osborn. Electro turns around and says that Peter is going to end up just like his father. Peter is about to take Electro to jail when he gets hit in the back of the head and falls down. It’s Norman Osborn and he hit Peter with a briefcase. Dazed Peter doesn’t see his face or hear what he is saying. Norman walks over to the Electro and says “You failed me”, and kicks him in the head. Then Norman takes a syringe out of the briefcase and takes Electro’s blood. Then he switches needles and takes Peter’s blood. Norman begins to talk but Peter can’t understand. Then Norman reaches to pull off Peter’s mask to see who he is, but nearby police sirens make Norman pack up and leave. Peter fades away right after sees Gwen come and drag him to her car.
When Peter wakes up he is in Gwen's room with Gwen putting ointment and bandaging his injuries. The power is back on and the news is on the TV. They’re talking about how Spider-man has defeated Electro and later fled the scene. Electro and Rhino have been taken to Ravencroft for life in prison. They interview more people about Spider-man and there is more positive reaction than negative. Gwen notices Peter has woken up and puts an ice pack on his head. Peter laughs and asks her how was that for a normal prom night. She laughs and continues to tend to his injuries. Gwen says that MJ and Harry called looking for him. Peter tries to explain that Aunt May set them up on a date. But Gwen says that she covered for him saying they were together the whole night. Peter starts question what to do with their relationship and whether or not they should be together. Gwen says that she will always be there no matter if her dad or Peter doesn’t want her there. They continue to talk and eventually they decide that they should get back together and kiss.
Next week Peter and Harry walk in the kitchen with their cap and gown for graduation. Aunt May comes in and starts taking pictures. She is really proud and almost cries. Harry thanks Aunt May for being his guardian and goes into another room to put on his shoes. Aunt May tells Peter how proud she is and talks about how Uncle Ben would be proud if he was here. Peter says he appreciates all she has done for him and he hugs her. Then he takes something from under his gown and puts something in Aunt May’s hand. She looks at what it is and smiles. It’s the money Peter made from the picture at the Daily Bugle. Aunt May starts to tear up and hugs Peter saying thank you.
At the graduation, Peter sees Flash, Randy, Liz, and MJ having fun together. He then sees Harry looking at his father’s seat and walks away. Peter follows him to a small a pond nearby and he is skipping rocks. Peter starts skipping rocks and talks to him. They both talk about their futures, their friendship, and their absent fathers. Peter eventually cheers Harry up and they get ready to graduate. At the graduation Gwen is giving her valedictorian speech and it is a reference to the whole movie, Peter, responsibility, being a hero,etc. After the speech you see all the main characters walking across the stage getting their diplomas, including MJ dancing across the stage, Flash doing a back flip, and Peter giving Gwen huge kiss in front of the whole school. After they throw their hats the graduation ends with MJ flirting with Harry while Gwen and Peter looking at each other thinking about their futures.
The next scene is at night in London as we see the big ben and Gwen’s college. Gwen is in her dorm and it is 1:00 in the morning. She is on skype video chatting with Peter. Gwen tells him that it’s late and she has a test tomorrow. Peter say he wanted to see her and that he can’t wait another month. Then on Peter’s laptop there is a police report of a person with a dome and a cape robbing a bank. Peter tells Gwen someone is robbing a bank again and he has to go. Gwen says I love you and he says it back. Then he puts on his costume and goes out for the final swing after the fish bowled vigilante.
POST CREDIT SCENE-We see Donald Menken walking into a lab with a box full of vials. They are labeled Spider-man, Max Dillon, Rhino serum, Rat serum, and lizard serum. He takes out the vials and puts them into a serum making machine. Norman is wiping of his arm and we see that he is wearing makeup over his pasty green skin. We see an old picture of Richard Parker, Norman Osborne, and Dr. Connors. Then you here Norman Osborn talk to the picture and say "You see Rich I told you I'd get my serum one way or another and maybe if you didn't try to deceive me you could have been her to witness this”. Then you see Dr. Ratha hand him the new serum and leave the room. Norman coughs and puts the serum in a syringe. He plucks the tip of the needle and says “I wonder what this will feel like”. The he shoots the serum into his arm. He then starts to scream and laugh and then you see the picture again with a shadow of a goblin face on it.
- Andrew Garfield as Peter Parker / Spider-Man
- Emma Stone as Gwen Stacy
- Jamie Foxx as Max Dillon / Electro
- Karen Gillian as Mary Jane Watson
- Dane DeHaan as Harry Osborn / Green Goblin
- Campbell Scott as Richard Parker
- Sally Field as May Parker
- Chris Cooper as Norman Osborn
- Paul Giamatti as Aleksei Sytsevich/ The Rhino
- Denis Leary as Captain George Stacy
- Hugh Laurie as J. Jonah Jameson
A sequel was released in 2016 called The Amazing Spider-Man 3. Most of the cast, director, and writers returned.