The Spectacular Spider-Man is a 2016 superhero film that is apart of the Marvel Cinematic Universe: Reloaded, being the first film in the series, and the first film to feature Spider-Man.



The film opens up on a small quiet playground, where young Peter Parker, Gwen Stacy, and Randy Robertson are seen playing together. Gwen then suddenly asks who "that man in the suit" was. Peter turns to look and sees a man in sunglasses and a dark suit talking to his Uncle Ben and Aunt May. Ben suddenly bows his head, and May claps her hand to her mouth in shock. Peter looks at them, confused. May slowly turns around and calls Peter to them. He runs over and asks what's wrong. The man in the suit tells Peter that he worked with S.H.I.E.L.D., with his parents, and that his parents had just been found dead. Peter looks shocked for a minute, then begins to sob and hugs his aunt. The S.H.I.E.L.D. agent once again offers his condolences.

Midtown HighEdit

8 years later, Peter is a senior at Midtown High School, as are Gwen and Randy. Peter is sitting in his science class as their teacher, Mr. Raymond Warren, is passing back their most recent test. As Peter receives his test back, he sees that, to his delight, but not entire surprise, he got an A+. Mr. Warren remarks to him that he got the best grade in the class, and that he would never cease to be impressed by Peter's smarts. Someone nearby overhears and says, "Whoop-de-doo, Wonder Nerd!" Both Peter and the teacher look over and see that it was Eugene "Flash" Thompson who made the remark. Peter has an annoyed look on his face. Mr. Warren, however, looks at Flash with a stern look on his face, and tells him that, with the grade HE was making in the class, he would do better to ask Peter to tutor him rather than insult him. Peter laughs at the joke, as does Randy, who is also in the class, but Flash looks enraged. A few minutes later, the end-of-class bell rings, and Mr. Warren reminds them that the next day, they were going on their extra credit field trip to OsCorp Tower. All the students begin to file out, but Mr. Warren pulls Peter aside and suggests to him that he bring his camera to their field trip, as he knew Peter had a knack for photography. Peter nods and heads to his locker. Moments later, however, Flash catches up to him, seizes him by the back of his shirt and punches him in the face. He lifts him up by the front of his shirt and demands if he thinks its funny to make a fool out of him in from of everyone. Randy comes up and tries to stop Flash, but Flash shoves him out of the way. Flash repetedly punches Peter, demanding an answer. Suddenly, someone says, "Hey you!" Flash turns around and gets punched himself in the face. Caught off-guard, Flash lets go of Peter, and gets punched again. His attacker is revealed to be Harry Osborn, who Peter knew by name and reputation, but not personally. Harry demands that Flash "go pick on someone his own size." Flash, angered and astonished over what just happened, but not stupid enough to start another fight, runs off. Peter thanks Harry, who replied that it was no trouble, and he helps Peter up and introduces himself to him. Harry explains to Peter that bullies are only that way because they have problems in their own life, and just choose to take it out on everyone else. Peter asks how Harry knows that, to which Harry cryptically replies that he "just knows." Peter thanks Harry again, Harry tells him it was nice talking to him, and leaves.


At OsCorp Tower, Harry's father, Norman, is in his office reading that day's edition of the Daily Bugle, which bears the headline "OSCORP PURCHASE OF HORIZON LABS A SUCCESS" with a smirk on his face. Dr. Mendel Stromm, who serves as OsCorp's head of special projects, enters his office and tells him that "the S.H.I.E.L.D. representitive" has arrived. Norman gets up, sets the newspaper down, and accompanies Dr. Stromm to the OsCorp main lobby, where a man is waiting for them. The man introduces himself as Clayton Stillwell, and hands Dr. Stromm a large file containing a lot of documents, which he says contains all of S.H.I.E.L.D. 's documents pertaining to "Project PARAGON", which created the Super-Soldier Serum used during World War II. Both Norman and Dr. Stromm thank Agent Stillwell, and head off to the one of the special projects labs. Agent Stillwell follows them, a slightly worried expression on his face.

At the lab, Dr. Stromm introduces Agent Stillwell to the wheelchair-bound Dr. Alistair Smythe, who will be serving as the head of what he refers to as Project PARAGON 2.0, and his lab assistant, Mark Raxton. Stillwell asks Dr. Smythe if he is 100% percent sure if he knows what he is doing, as every attempt to replicate the Super-Soldier Serum prior to then had failed, and tampering with it could be disastrous, to which Smythe replies that he is, and that he had done extensive research on the project beforehand and was well aware of the risks. Norman tells Stillwell that, if their recreation of the Super-Soldier Serum, or the "PARAGON formula", as Dr. Smythe wanted to re-name it, succeeded, it would be the biggest scientific breakthrough in several decades. Stillwell nods as Dr. Stromm hands the documents over Dr. Smythe, who comments that the new information could help him to improve the formula, but he already had his first batch of the formula made, and was going to test it for the first time later that night. They all acknowledge this, and Norman commends Dr. Smythe for his good work, before all of them leave.

Peter and Uncle BenEdit

Peter is in his bedroom at home, talking on the phone to Gwen. Gwen is asking Peter if he needs a lift to school the next day, to which Peter replied that he does, as it would prevent his uncle being late to work. Smiling in a kind-natured way, Gwen says goodbye to Peter and hangs up. After the call ends, Peter sighs and picks up a photograph of him, Gwen, and Randy from a year ago. The camera focuses on Gwen, confirming that Peter harbors romantic feelings for her. Peter suddenly shakes his head, puts the photo down, and tells himself that there was no way that Gwen would ever want to be more than just friends with him. Suddenly, there is a knock on his door, and his uncle comes in. Peter asks why he came in, and Uncle Ben tells him that he'd heard that Flash Thompson was giving him a hard time again. Peter, looking uncomfortable, pretends not to care and brushes Flash off as "just a thug." Ben agrees with Peter, but tells him that it made him the bigger man when he walked away. Peter is overcome with frustration and shouts at him, telling him that walking away didn't make him look like the bigger man at all, but just made him look weak and pathetic. Suddenly, realizing that he shouted, he apologizes to his uncle. Ben explains that, if he'd hit Flash back, that wouldn't make him any better than Flash. Peter continues to look a bit confused. Ben then tells him something that his father once told him: "With great power, comes great responsibility." He tells Peter to keep that in mind, pats him on the shoulder, and leaves the room. Peter thinks about it for a moment, then seemingly understands.

The Paragon ExperimentEdit

At his laboratory at OsCorp, Dr. Smythe is finishing up his latest version of the PARAGON formula. Reviewing his notes, then taking a second look at the vial of the formula, he seems satisfied, then orders his lab assistant, Mark, to get the "test subjects". Mark dissappears for a moment, then returns with a small cage containing several ordinary spiders. Dr. Smythe opens up the cage, fills a syringe with the formula, and injects each of the spiders. They watch for a few moments, then suddenly, the spiders become slightly larger, and begin moving around with more energy. Dr. Smythe, looking satisfied, tells Mark to archive both a sample of that version of the formula, and the spiders as well. Mark complies, then asks Dr. Smythe if he's positive he can re-create a "new and improved" version of the formula. Dr. Smythe reassures him that he can.

The Beginning of Spider-ManEdit

The next morning, a school bus is seen pulling up to OsCorp Tower, Mr. Warren leading his students off of it, with Peter, Gwen, and Randy immediately behind him, Peter with a digital camera in his hand. Dr. Stromm is standing there to meet them. He shakes Mr. Warren's hand, then introduces himself to the students, telling them he'd be their tour guide. He warns them all to be cautious, due to the sensitive nature of some of their experiments.

They arrive at the special projects floor. Whilst various scientists and OsCorp employees are bustling about, tending to their various duties, Peter is busily taking pictures. Randy suggests to Peter that he send some of his pictures to his dad, Robbie, who served as the Daily Bugle's Managing Editor, to be used in the Bugle's upcoming article about OsCorp's latest project. Dr. Stromm overhears them and says he's glad that they brought that up, as they were now approaching a cage containing the first three successful test subjects of Project PARAGON 2.0. Mark Raxton is seen on the other side of the cage, the door open and taking notes. Raxton introduces himself to the students and explains that Project PARAGON 2.0 was OsCorp's attempt to create their own version of the Super-Soldier Serum that was used during World War II. He goes on to explain that the three spiders now had enhanced physical quailties and abilities normally incapable for spiders of those kind. As Raxton takes one out of the cage, Peter goes around to take a picture. However, once the flash goes off, the spider in Raxton's hand suddenly jumps out his hand and onto Peter's right hand, biting him. Giving a cry of pain, Peter drops his camera, but catches it with his left hand. As the spider scuttles off, Raxton apologizes, not realizing that the spider would be hyper-sensitive to the the camera's flash. Both Dr. Stromm and Mr. Warren immediately wander over to examine the spider bite, as do Gwen and Randy. Peter asks whether or not it was bad, and if there was a risk of him growing an extra head or something. Dr. Stromm tells him that, despite the fact that they'd been enhanced by the PARAGON formula, they were just common house spiders and weren't poisonous, and that the PARAGON formula shouldn't have any effects on humans at this stage. Smiling, though not all-together reassured, Peter nods, and Raxton once again apologizes. Apparently noticing that Peter didn't seem to be reassured, Mr. Warren asks him if he thinks he can continue with the trip, to which Peter replies he thinks so.

After the end of the trip, Gwen is driving both Peter and Randy home. Peter is staring intently at the spider bite, which has by now scarred over. Gwen notices, and asks Peter if he's okay, and if the bite is bothering him. Peter comments that the bite was "prickling a little", and he just can't shake the feeling that the spider that bit him "did something" to him. Randy reminds Peter that Dr. Stromm had told them that whatever they did to the spider wouldn't have any negative effects on him, to which Peter concedes that she was right and that he was probably just being paranoid. They arrive at the Parker house, where Aunt May is standing in the front yard waiting for them. Peter says goodbye to his friends, and greets May, who asks how the field trip was. Peter tells her that he liked it, but quickly puts his hand in his pocket to hide the bite.

That night, while in his bedroom, Peter is doing his homework, when suddenly, his vision becomes blurry. At first, he seems to think that it is just because he's tired and needs to go to sleep, so he takes his glasses off and rubs his eyes. He suddenly realizes that his vision is even clearer now that his glasses are off than when they were on. Confused, he puts them back on and takes them back off several times, before leaving them off. He looks down at his hand, and notice that the spider bite had completely vanished, as if it had never been there, but on his wrist is a small slit. Peter looks at his other hand, and sees a slit on that wrist too. He takes a closer look at his hands, and notices that small bristly hairs have grown on his fingers. He whispers "What the hell?" He seems to be thinking about something for a moment, an idea. He stands up and bounces on the balls of his feet, staring up at the ceiling, then leaps up into the air, where he stays, upside down. He realizes that he can stick to the wall without any effort. He crawls over to his bedroom window, opens it without any effort, and crawls outside, sticking to the outside wall effortlessly. He then does a backflip through his open window. Realizing that he has somehow gained superhuman abilities, he begins laughing, partially out of confusion, and partially out of delight.

A New Peter ParkerEdit

The following day at school, Peter is talking to Gwen at their locker, Gwen giving Peter back his science notes, which she had borrowed to help her write an essay. Gwen notices that the spider bite is gone from Peter's hand. Peter replies that he's not sure how it just vanished, but he certainly wasn't complaining. Gwen also notices that Peter wasn't wearing his glasses. Suddenly, Peter senses that something bad was about to happen. Someone yells "PARKER!" from behind him, and Peter turns to see Flash and several of his toadies walking behind him. As Flash rushes towards him, he says that "Rich Boy Osborn" wasn't here to save his skin now. He throws a punch at Peter, but Peter instinctively intercepts it. Flash, and Gwen, look astonished. Randy suddenly comes down the hall and stops to watch, as does Harry, as well as the school janitor. Flash throws another punch at him, this time aimed at his stomach, which Peter intercepts again. Flash then aims a kick at his groin, to which Peter dodges, causing Flash to lose his balance and fall. Looking incredulously at Peter, he jumps back up and says that Peter has embarrased him for the last time, before Gwen steps forward, tells Flash to shut up, and slaps him hard across the face. Dumbfounded, Flash looks at both Gwen and Peter, lost for words. Meanwhile, Randy is overcome with laughter. Suddenly, Mr. Warren comes up and notices what's happening. Coming to the conclusion that both of them were fighting, Mr. Warren tells both Peter and Gwen that he's dissappointed in them, and threatens to take all three of them to the principal's office. However, Harry interjects, saying that Flash attacked Peter, and Peter was just defending himself. This was supported by the janitor, who was standing beside Harry. Mr. Warren seemingly accepts this, and lets both Peter and Gwen off, but takes Flash with him. The crowd disperses, and Randy walks up to both of them, still laughing, saying "Dude that was AWESOME!"

At lunch, Randy asks how Peter was able to fend off Flash, as he was never capable of doing that before. Peter says that he himself still isn't sure, but he believes that it possibly had something to do with the spider bite, which he thinks is also why he didn't need his glasses. Gwen says that she thought the PARAGON formula wouldn't be able to affect him, but Peter replies that scientists have been wrong before, and goes on to explain what happened to him the previous night. After a moment, Peter asks if they believe him, to which Gwen replies she does because she knows it isn't like Peter to make something like that up. Randy is in awe and says that Peter was like a "spider-man" or something. Peter laughs and suggests to both of them that they not share what he just told them to anyone else, because it was unlikely they'd believe them, or if they did, be as understanding as them. Both Gwen and Randy agree, and she departs for her next class. As Peter and Randy head for their next class, Randy suddenly tells Peter that he has a crazy idea. He'd heard that the World Wrestling Network, New York City's local wrestling promotion, was holding a show at Madison Square Garden that night that was an "open challenge" from the promotion's champion, Carl "The Conqueror" Powers, and that, if the challenger could defeat Powers, they'd win a contract with that promotion. Randy tells Peter that, now that he had these powers, he could totally kick ass as a pro wrestler, and it would definitely be a one-up on Flash if he became famous. Peter thinks about the idea, and decides to give it a go.

The Spider and the ConquerorEdit

That afternoon, he tells his aunt and uncle that he was going to Randy's house to spend the night. While there, he and Randy decide that he needed a mask if he was going to be a pro wrestler. Randy looks through his closet and finds an old red mask that he once wore for Halloween and a pair of black tights that his dad used when he was an amateur wrestler in high school. Peter then takes the bus that runs by Randy's house to Madison Square Garden.

That night, the show has progressed to the main event, which is the open challenge. Commentators Jimmy Stephens and "The Coach" reassure the audience that Powers' opponent could be anyone, from a fellow member of the WWN roster to some random guy off the street. The Coach mentions that Powers' win-loss record was impeccable and he didn't become WWN Champion by being a slouch. Powers proclaims himself to be the greatest wrestler in New York, and he dared anyone to try and take that title away from him. In the locker room area, the WWN Commissioner has an impatient look on his face, when a security guard comes in accompanied by who he says will be Powers' opponent. The commissioner looks at the person, raising an eyebrow, asking if he was sure, to which Peter's voice, slightly muffled, says he does. A bemused grin on his face, the commissioner says "Well, alright then."

In the ring, Powers is growing impatient, and Stephens and The Coach are beginning to wonder if no one will show up. At that moments, the Commissioner comes out and announces that Powers' opponent has arrived, and announces him as "The Spider". Peter, in the red mask and black tights, emerges from the locker room area. Both Stephens and The Coach deliberate who "The Spider" might be, and The Coach is obviously not taking him seriously. Powers looks annoyed, and asks, "Who the hell are you supposed to be? Somebody from out of a comic book?" Peter replies, once he enters the ring, "No, I'm the Spider, you moron. Did you hear The Commissioner?" Powers shoves him, and the referee starts the match. Powers goes over to tackle Peter, but Peter leaps over him. Stephens exclaims how that could be possible. Powers turns around, attempts a clothesline on Peter, but Peter ducks him again, then darts around him and kicks him in the back of the head. Peter then crawls up to the nearest turnbuckle and frog-splashes Powers, then rolls him over and pins him for the three-count. Stephens and The Coach are going nuts, claiming that they'd just seen the shortest match in WWN history and that they underestimated The Spider.

Peter goes back to the locker room where the WWN Commissioner shakes his hand and tells him he underestimated him too, and hands him a WWN contract. Peter is about to sign when his phone suddenly goes off. It is his Aunt May, and she hysterically tells Peter to come home as soon as possible. Shocked, Peter apologizes and leaves.

Death of Uncle BenEdit

A taxi pulls into Peter's neighborhood, and Peter (now back in normal clothing) steps out of it, and sees his house surrounded by police cars and ambulances. He runs urgently towards the house, pushing his way through the crowd of police officers, EMT's, and neighbors. Entering the house, he sees his aunt and two police officers standing over a body. When he gets closer he sees, to his horror, that it is Uncle Ben, and a pair of bloody bullet holes are seen in his chest. Peter cries, "Uncle!" Ben looks up at him, and smiles weakly, before saying, "It's okay, Peter....remember....with great power....comes great...." before he finally dies. Peter screams in agony and begins sobbing as two paramedics come in and take the body away.

20 minutes later, both Peter and May are standing outside the house, where a police captain, Jean DeWolff, is interviewing both of them. May describes the incident as a break-in, and described the man as having a "strange skull tattoo" on his neck. Suddenly, another police officer comes up and tells Peter that someone wanted to speak with him. Peter looks confused, but is still to upset to care, but however, that changes when he sees that the person is George Stacy, Gwen's father and the Commissioner of the NYPD, who was also one of his uncle's best friends. George greets Peter, and first tells him how sorry he was to hear about the loss. He then tells Peter than, even though that he wanted Ben's killer to be brought to justice as well, and would do everything in his power as police commissioner to do so, he warns Peter to not seek revenge, and that there was a difference between justice and revenge. Peter nods, George pats him on the shoulder, and walks towards the house. Peter just stares after him.

Later that night, after the police have left, Peter confesses to his aunt what happened at OsCorp, how he believed that the modified spider had enhanced his abilities, and that he planned to use his powers for selfish gain as a pro wrestler. He says that it is his fault that Uncle Ben had been killed, as he think he could've stopped it if he'd been where he should have been instead of something for selfish gain. May, still overcome with grief, thanks him for telling her the truth, and that he shouldn't blame himself just because he saw an opportunity to get ahead in life.

Peter goes upstairs, when he sees that the door to his aunt and uncle's bedroom is standing open. Wandering in, he sees that the bedroom has been ransacked, presumably by Uncle Ben's killer. Peter goes to inspect a pile of papers and notice all of them have the S.H.I.E.L.D. logo on them. Peter takes out his phone and calls George, telling him that he thinks that his uncle's death might have something to do with his parents, as he knew they worked for S.H.I.E.L.D. George thanks Peter, telling that was important information that would bring his uncle's killer to justice. Peter then enters his bedroom, pulls the red mask out from his backpack, looks at it for a moment. He remembers his uncle's words, "With great power, comes great responsibility", and seems to come to a decision.


One week later, the NYPD have had no luck in tracking down Uncle Ben's killer yet, but have managed to get an accurate sketch of what they think he looks like, after consulting with S.H.I.E.L.D, and have put out a warrant for him. May and Peter see this on the TV news, to which Peter says he was going to track him down. May warns Peter that it might be dangerous, but Peter reassures her that he will be fine, and tells Peter that a package was left for him earlier that day. Peter picks up the package and takes it to his bedroom and opens it. It contains a note "to my anonymous client", saying that his "request" was the strangest he'd ever had, but he finished it for him. Under the note is what appears to be the chest of some kind of clothing, which is red and blue with a spider graphic on it.

In an abandoned warehouse somewhere in Manhattan, a man whose face looks almost exactly like the NYPD sketch of Uncle Ben's killer is seen sneaking into the warehouse and starts making a phone call. He tells the person on the other end that Ben Parker "had documents", but no the ones "we were looking for", and asks if he needed to try and break into S.H.I.E.L.D. itself next. Suddenly, the phone is yanked out of his hand by some kind of adhesive, to which he turns around, and is suddenly punched in the face. The induvidual attacking him repetedly punches him, then launches the same adhesive that he used on the man's phone at the man, which sticks him to the wall. Peter's voice then comes from the induvidual, and says, "This one's for my uncle." before punching him in the face again, knocking him out.

Several police cars are surrounding the warehouse, and Commissioner Stacy gets out of one of them, as does Captain DeWolff, who informs George that they'd received an anonymous tip that the killer was seen entering this warehouse. Suddenly, the window above them shatters as a wooden box is thrown from it. Then, Peter, dressed in what we now see is the iconic red-and-blue body suit of Spider-Man, leaps out, the killer draped over his shoulders, and places him on the hood of the nearest police car. George, startled, asks Peter who he is, to which Peter replies with, "Commissioner Stacy, you can call me...Spider-Man!" before he uses his webbing to swing off into the night. Stacy looks of after him, and comments that his voice sounded familiar.


  • Dylan O'Brien as Spider-Man / Peter Parker
    • Jackson Brundage as Peter Parker, Age 10
  • Amanda Seyfried as Gwen Stacy
    • Isabella Acres as Gwen Stacy, Age 10
  • Alfred Enoch as Randy Robertson
    • Tylen Jacob Williams as Randy Robertson, Age 10
  • Helen Mirren as May Parker
  • William Fichtner as Dr. Alistair Smythe
  • Daniel Gillies as Molten Man / Mark Raxton
  • Alan Dale as Dr. Mendel Stromm
  • Carter Jenkins as Harry Osborn
  • Gary Sinise as Norman Osborn
  • Alexander Ludwig as Eugene "Flash" Thompson
  • John C. McGinley as J. Jonah Jameson
  • John Slattery as Commissioner George Stacy
  • Kate Mulgrew as Captain Jean DeWolff
  • Toby Stephens as Raymond Warren
  • Mark Harmon as Ben Urich
  • John Barrowman as Agent Clayton Stillwell
  • Tony Sirico as Ben Parker
  • Danny Glover as Robbie Robertson

Additionally, Harrison Ford has a brief cameo as Nick Fury. Paul Bettany briefly appears in the main film and in the mid-credits scene as Dmitri Smerdyakov, AKA Chameleon. Bruce Campbell also has a cameo as the WWN Commissioner. Real-life pro wrestler Kurt Angle also appears as WWN Champion Carl "The Conqueror" Powers (who is based on Angle's wrestling persona), and Joey Styles and Jonathan Coachman, both former wrestling commentators themselves, play the WWN's broadcast team, Jimmy Stephens and "The Coach". Current WWE ring announcer Justin Roberts also portrays the WWN ring announcer. Stan Lee also has a cameo as the Midtown High janitor.


  • The version of Alistair Smythe that appears in this film in an amalgation of the comic version of Alistair Smythe and his father, Spencer Smythe.
  • George Stacy is the NYPD Commissioner in this film, rather than a captain like he is in the comics.
  • The character of Clayton Stillwell is an amalgation of Clay Quartermain, Phil Coulsen, and Jasper Sitwell.

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