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Five, four, three...
...two, one.
Ready or not, here I come.
Hey, Dad?
Dad!
You'll stay with Aunt May...
...and Uncle Ben for a little while.
- I wanna go with you. - No.
Doesn't like crust on his sandwiches...
...and he likes to sleep with a little light on.
- Mary. Come on, come on. - Oh, God.
Dad.
Be good.
Sorry.
Morning, Flash.
Good morning, Parker.
Hey. It's Peter, right?
I really like your photos.
Oh, thanks. Thanks.
Listen...
...are you busy Friday night?
Cool. Can you take pictures of my boyfriend's car?
You know, I really wanna frame a good one...
...for his birthday.
That's really nice of you. Wow, that's such a nice thought.
Yeah, I'll have a look at the old...
- The old schedule. - Okay.
Parker.
- Yes, sir? - You want to keep that skateboard?
- Yeah. - Keep it off the ground.
- Sure. Yeah. - Wheels up.
Like that?
- That's it. - Okay.
Eat it! Eat it! Eat it!
Eat it! Eat it!
Eat it! Eat it! Eat it!
Eat your vegetables, Gordon. Come on!
Hey, Parker, come on.
Get a picture of this.
No, I'm not gonna take a picture of it. Put him down, man.
- Come on. - Gordon, don't eat it.
Take the picture.
Put him down, Flash.
Take the picture.
Put him down, Eugene!
Hey, man.
Come on!
Get up, Parker!
Get up!
Come on! Come on!
Get up!
Still not taking the picture.
Stay down, Parker!
Who wants one more?
- One more! - Flash!
Flash...
...we still on for after school today?
My house, 3:30?
I hope you did homework.
Last time, I was...
...disappointed in you.
- Okay, move. - No, how about we go to class?
How about it?
Whatever.
I thought that was great what you did.
It was stupid...
...but it was great.
You should go to...
...the nurse. You might have a concussion.
What's your name?
You don't know my name?
No, I know your name.
I want to know if you know your name.
Peter.
- Parker. Peter Parker. - Okay. Okay, good.
I'd still go to the nurse though.
You're Gwen, right?
Gwen Stacy.
All right.
Hey.
I'm making...
...spaghetti and meatballs tonight.
You're serious? Spaghetti and meatballs.
Since when don't you like spaghetti and meatballs, huh?
- Oh, my God. - What's up?
What happened to your face?
I'm all right. Just-- I fell, skating.
It's all right.
Ben Parker, don't you even...
...think about leaving that filthy box in my kitchen.
My bowling trophies.
Oh, well, then, by all means...
...leave that box in my kitchen.
- What happened to you? - He fell.
Why you kids ride those things, I'll never know.
Because it's stupid and dangerous.
Remember when we were stupid?
No.
- Trust me, we were. - All right. Good to know.
Where's the flood?
Follow me. I'll show you.
- You serious? - Yes.
All right.
It's the condenser tray.
Too much water for the condenser tray or the heat exchange tubing.
This has got to be the fill line.
That's the only thing that makes any sense.
Can you fix it?
No, not tonight. I'll go by the hardware store tomorrow.
Good deal. And meanwhile, put this on your face.
How's the other guy look?
Come on. I know a right cross when I see one.
Yes or no? Do I have to call somebody's father?
No, no.
All right.
Well, I wouldn't tell your Aunt May.
I pity the poor kid who'd have to suffer her wrath.
Before you come up, see if...
...there's anything else worth saving. - Okay.
- Plumbers don't fix appliances. - Yes, they do.
They fix pipes and pump things.
If you ask them to--
I forgot all about that thing.
It was your dad's.
- Yeah. - He asked us to keep it safe.
He saw it in the window of that leather shop over on 9th Avenue.
He was 19. What does a 19-year-old kid need with a briefcase?
And guess who sold it to him.
- I don't know. - Your mother.
That's how they met.
He asked you to...
...keep this safe? There's nothing in here.
Have you looked? There's nothing here.
Your father was a very secretive man, Peter.
Yeah, I know.
Who's that?
Do you know who that is?
Some guy who worked with...
...your dad, I guess.
Just take this off the table, all right?
We're gonna eat. Off. And wash your hands.
- Now. - All right.
Go on.
I need you to be a good boy.
Where are you going?
There's something...
...your mom and I have to do.
What is this?
"Zero, zero, decay rate algorithm."
Yeah, one sec, one sec.
Come in.
You okay?
- Yeah. What's up? - Oh, my God.
You look just like him.
- Can I come in? - Yeah.
Listen...
...I don't have much education.
You know that, Peter.
Hell, I stopped being able to help with your homework when you were 10.
What I'm trying to say is...
...I know it's been rough for you without your dad.
And I know we don't talk much about them.
- Yeah, it's all right. - No, it is not...
...all right.
I wish I could change it, but I can't.
Curt Connors.
That's the name of the guy in the picture with your dad.
They worked together for years and they were close.
But after that night, we never saw him again.
He never even called.
Not once.
Go figure.
She's pretty.
Uncle Ben.
What?
You're a pretty great dad.
Excuse me.
What?
Can I help you?
I don't know. I'm here to see...
...Dr. Connors. - Right.
You'll find yourself to the left.
You are here for the internship?
Yeah. Yeah.
Okay.
You'll find your badge to the left.
Having trouble finding yourself?
No. Yeah, I got it.
Okay...
...Mr. Guevara.
Welcome to Oscorp.
Born from the mind of our founder, Norman Osborn...
...the Oscorp Tower houses 108 floors of innovation.
Our scientific minds are pushing the boundaries of defence, biomedical...
...and chemical technologies. The future lies within.
Welcome to Oscorp.
I'm Gwen Stacy, a senior...
...at Midtown Science...
...and head intern to Dr. Connors.
I'll be with you for the duration of your visit.
Where I go, you go.
That's the rule. Remember that...
...all will be fine. - Come on!
- If you forget that-- - Listen!
Look, listen.
Tell them Rodrigo Guevara is here.
Just tell them...
...Rodrigo Guevara is here!
My name's Rodrigo!
I guess I don't need to tell you what happens if you forget.
Shall we?
Come around this way.
Good afternoon, Gwen.
Dr. Connors.
Welcome.
My name is Dr. Curtis Connors.
Yes, in case you're wondering, I'm a southpaw.
I'm not a cripple...
...I'm a scientist, and the world's foremost authority on herpetology.
That's reptiles, for those of you who don't know.
Like the Parkinson's patient...
...who watches on in horror as her body...
...slowly betrays her, or the man with macular degeneration...
...whose eyes grow dimmer each day, I long to fix myself.
I want to create a world without weakness.
Anyone care to venture a guess just how?
Yes.
Stem cells?
Promising. But the solution...
...I'm thinking of is more radical.
- No one? - Cross-species genetics.
Person gets Parkinson's...
...when the brain cells that produce dopamine...
...start to disappear.
But a zebra fish has the ability...
...to regenerate cells on command.
If you could give this ability...
...to the woman you're talking about, that's that. She's...
She's curing herself.
Yeah, you just have to look past the gills on her neck.
And you are...?
He's one of Midtown Science's...
...best and brightest. - Really?
Second in his class.
- Second? - Yeah.
Sure about that?
I'm pretty sure.
I'm afraid duty calls. I'll leave you in the more-than-capable hands of Miss Stacy.
Nice meeting you all.
If you'd like to gather round.
Welcome to Oscorp's tree of life.
Our planet's tree of life is immense.
At Oscorp's...
-...Cross-Species Division... - Hi.
...we endeavour to explore exciting new methods...
What are you doing, "Rodrigo"?
Oh, yeah.
What are you doing here?
I work here. I don't.
I was gonna say I work here...
...but it seems like you do work here. So you know that I don't.
You following me?
No, I'm not following you, no. I had no idea you worked here.
Why would you be here?
I just snuck in because...
I love science.
- You love it. - I'm passionate about it.
So you snuck in--?
- I have to lead this tour group. - I know.
I'll ask you more about this later. Do not get me in trouble.
- I promise you I won't. - Stay with the group.
All right, guys? I'm gonna take you to the bioreactor room now.
Sorry. Yo.
Sorry.
We received the results from the mRNA sequences this morning.
They were disappointing.
Define "disappointing."
Another dead end.
It's the decay rate algorithm.
- And this is to be expected. - Expected?
You said you were close.
We are close, but it's gonna take time.
He doesn't have time.
Norman Osborn is dying, Dr. Connors.
Save him.
Or we'll both lose our heads.
All right, give me the badge.
Give it to me.
Sorry.
Disgusting. Now I smell like beer.
I didn't mean to do that.
I didn't mean to...
ldidn't-- I didn't--
Get your hand off her!
I'm trying to get my...
Are you kidding?
I'm sorry.
Are you kidding me?
- Hey, get him, Rudy! - Hey!
Ma". I'm sorry!
Man, are you all right?
- Take him down! - Come on.
Get him, man! Get him!
No, man, no. Not my board.
Please, dude, don't--
Sorry!
Sorry. Sorry.
I'm so sorry.
Coney Island, next stop.
Next and final stop, Coney Island.
Hey.
Hey. HEY-
Sorry. I'm late.
- I got-- - We've been so worried.
I know. I'm sorry.
Watch out!
That's a fly, Peter.
Yeah.
I'm so sorry...
...I kept you guys UP-
I'm insensitive, I'm irresponsible...
...and I'm hungry.
Meatloaf.
Drinking?
What's this?
I don't think so.
This is your meatloaf.
This beats all other meat loafs.
Something is very wrong.
Yeah.
Nobody likes your meatloaf.
I got it.
He took the frozen macaroni and cheese.
I noticed that.
Why didn't you tell me you didn't like my meatloaf?
You could have said that to me 37 years ago.
How many meat loafs have I made for you?
Peter.
What are you doing?
'M...
Homework.
Be careful.
Sure.
Dr. Connors.
You don't remember me. I--
The intern from the other day.
Yeah, yeah. That's right, yeah.
I'm sure you're very nice, but this is a home.
I ask you to make an appointment with my office.
I'm Richard Parker's son.
Peter?
I'm afraid...
...I can't help you much. I don't know why they left or where they...
...were going.
Good reflexes.
Thank you.
- Thank you. - I read your book.
Yeah.
It's something, you know.
So you really think...
...it's possible, cross-species genetics? - Yes, of course.
Your father and I were mocked for our theories.
Not just in the community at large, but at Oscorp, as well.
They called us mad scientists.
And then your father bred the spiders...
...and everything changed.
The results were beyond encouraging.
They were spectacular.
We were gonna change the lives of millions.
Including my own.
Then it was over.
He was gone.
Took his research with him.
And I knew without him, I...
I----
I was angry.
So I stayed away from you...
...and your family.
And for that, I'm truly sorry.
Say...
Say it worked.
Say you got it to work.
Like, how much would the foreign species take over?
What could the side effects be?
It's hard to say, considering no subject survived.
The problem was always--
The decay rate algorithm?
- Right. - Right.
Can I...?
Of course.
Extraordinary.
How did you come up with this?
Peter, how about coming to see me at the Tower...
...one day after school? - Yeah.
Thank you.
Number one, Reggie.
Run it, buddy.
Let's go. Reggie-
Rejected!
You did that on purpose, Flash!
I should've. You better watch your back.
Hey.
All right?
Give it up.
Come on, man.
One sec.
- Come on, man. - Why don't you take it from me?
That's right. Take it.
Go ahead. Take it.
Just take it.
All right, how about this?
All right?
How about that?
- Come on, Flash. - Flash, stop playing, man.
- Take it from him! - Come on, Flash. Take it.
Yo, Flash, let's go.
- Let's go! - Do it, Flash.
- Stop playing, man. - Let's go, Flash.
- What are you doing? - What's up?
What you doing?
All right, bring it! Come on, Parker! Come on!
Peter's behaviour is just...
...unacceptable.
They won't make us pay...
-...for the backboard. - I don't care about the backboard.
- Was that true? - What?
What I heard in there just now.
Did you humiliate that boy?
Yeah, I did.
- But-- - But what?
- This guy deserved it. - Did he?
- Yeah. - Is he the kid that hit you?
Is he?
Yeah, yeah, but...
So all this is about getting even.
If so, I guess you must feel pretty good about yourself now, right?
Am I right or wrong?
Yeah, I thought so.
Well, thanks to this little escapade of yours...
...I had to change shifts at work...
...so you have to pick up Aunt May tonight at 9:00. Understood?
- Is that understood? - Yeah.
Okay, good.
She looks familiar.
The girl on your computer.
Yeah.
He's got you on his computer. I'm his probation officer.
Don't forget Aunt May.
Okay.
He's a character.
That's my uncle.
He's a pathological liar.
He thought you were someone else.
Oh, man, you don't have me on your computer?
I took a photo of the debate team, and you're in the debate team.
- Right. - So...
...he must have seen-- I was touching up stuff.
- Touching up stuff? - Come on.
I was... I'm not gonna answer that.
- Did you get expelled? - No, no.
I didn't get expelled. I got community service.
So you want to-- I don't know...?
Want to what?
I don't know.
Just...
I don't know-- We could...
We could do something else, or we could--
- If you don't feel like, we could-- - Yeah.
- Yeah? - Yeah, either one.
- Really? - Sure.
Okay.
All right, good. Sounds good.
Cool.
Okay.
- I can't right now, I can't right now. - Yeah, no.
- I'm so busy right now. - I know, me too.
But maybe...
- Yeah, just, you know... - Some other...
- Time, all right. - Okay.
- Bye. - All right.
We have protein structure, rDNA...
...chromatography, transgenics testing...
...that's X-ray video. That's the only one on the planet. We have...
- Human line testing over-- - I remember that.
I've seen that before.
The Ganali device.
Yeah, I remember a picture of that in my dad's office.
The idea was so simple. You load it with an antigen.
It creates a cloud which can be dispersed over a neighbourhood, even a city.
Theoretically, you could cure polio in an afternoon.
That's incredible.
Well, others disagreed. What if the device were loaded with a toxin?
What if you wanted to opt out? You can't...
...run away from a cloud after all, so here it lies, gathering dust.
What you see here is a computer model of a lizard.
Many of these wonderful creatures have so brilliantly adapted...
...that they can regenerate entire limbs at will.
You can imagine my envy.
We're trying to harness this capability...
...and transfer it into our host subject:
Freddy the three-legged mouse.
Enter the algorithm now.
Need to take that?
System ready...
...for gene insertion.
Okay.
Check.
See what I'm trying to do?
- Preempt the proteins. - The immune response.
Beginning trials.
Pending. Pending.
Failed. Subject deceased.
- Come on, come on, come on. - Pending.
Failed.
Pending. Failed.
Subject deceased. Pending.
Peptide algorithm accepted.
Regrowth complete.
- Hey. - Vitals normal.
Blood pressure normal.
Limb regeneration successful.
Extraordinary.
And thank you.
Meet Fred and Wilma...
...our three-legged...
...mice.
Here you go.
HEY. buddy. I got you.
Okay.
Careful, don't want to stick you by mistake.
Human trials aren't until next week.
There.
Hey.
Hey, I thought you...
Didn't you forget something?
What?
Now, don't answer that, but I'm glad to know it's working.
You owe your aunt an apology bigtime.
Be a man.
Get in there and apologise.
I'm sorry, Aunt May, I...
Honestly, you don't have...
...to apologise to me. It's your--
- The hell he doesn't. - Ben.
Look, I'm sorry, I got distracted.
- Oh, he got distracted. - Yeah.
Your aunt, my wife, had to walk 12 blocks alone...
...in the middle of the night and then wait in a deserted subway station...
...because you got distracted.
Ben, sweetheart, honestly...
...I am completely capable of walking home--
You will not defend this boy!
- I'm not defending-- - You are!
- Listen to me, son. - Yeah, go ahead.
You're a lot like your father.
You really are, Peter, and that's a good thing...
...but your father lived by a philosophy, a principle, really.
He believed that if you could do good things for other people...
...you had a moral obligation to do those things.
That's what's at stake here.
Not choice.
Responsibility.
That is nice. That's great.
That's all well and good. So where is he?
- What? - Where is he?
Where's my dad?
He didn't think it was his responsibility to be here to tell me himself?
Oh, come on, how dare you?
How dare I? How dare you?
Where you going?
Peter, come back here, please.
Ben, leave him alone for a little while. He'll be all right.
Peter!
Peter?
Peter!
It's $2.07.
Yeah. No, I know.
Yeah, you're holding up the line. No.
You can leave a penny, you can't take a penny.
- What? - You can leave...
...a penny anytime, you have to spend 10 dollars...
...to take a penny. It's store policy.
- You're holding up my line. - I don't have 2 cents.
You can't afford milk, step aside.
Daddy didn't give you enough milk money today?
We're talking about 2 cents.
Just step aside, kid.
Really?
Yo, not cool, bro.
Hey, man, stop!
Somebody stop that guy!
Hey, kid, little help?
Not my policy.
Somebody stop that dude!
Hey!
Hey, stop!
Somebody stop that dude!
Hey!
Oh, God, oh, God.
Uncle Ben, Uncle Ben.
Call an ambulance!
Someone call an ambulance! Uncle Ben, Uncle Ben.
Oh, God, oh, my God.
On, God.
No.
Oh, Jesus.
Witnesses gave a description to the sketch artist. I need you to take a look.
No, I don't know him.
I didn't expect you would, ma'am. Homicide detectives...
...are on it. We'll see what they turn up.
Okay.
Can I have that?
Sure.
There's one other thing. He has a star...
tattooed...
...on his left hand.
Peter, I know things have been difficult lately...
...and I'm sorry about that.
I think I know what you're feeling.
Hey, Parker.
- Not today. - Come on, I just want to talk.
It feels better, right?
Look, your uncle died.
I'm sorry.
I get it.
I'm sorry.
Okay?
Peter.
Stay away from him.
- You understand? - Hey!
- Stay away from Joey. - Hey!
You like beating on girls?
You like beating on old men?
Hey, pal...
...keep walking.
- You're in the wrong place. - When were you in Queens?
I asked you a question.
Nicky, no!
That the gun?
You gonna kill me too?
Hey! Stop it!
Hey. get off!
Wait, oh, don't hit Nicky!
Back up!
This guy is crazy!
Get him!
Get back here, man! Get him!
Follow him!
- Go around, man! - I'll follow you!
Go, go, go!
There he is!
Can't get away!
He has a star tattooed on his left hand.
Oh, yeah?
Come on!
I know what you look like!
You hear me?
I've seen your face!
Is that all you got?
Just take it, take it.
Engineered from genetically enhanced spiders...
...Oscorp's BioCable tensile strength is unparalleled. We're just beginning...
...to understand all the potential industrial applications.
A single pellet can safely store several hundred metres...
...of the lightweight cable.
Mother...
Attention, all units in the confines of Precinct 13, receiving a 10-30...
...on West 19th Street and Broadway.
Assailant is Caucasian male, mid-30s...
...170 to 180 pounds...
...shoulder-length blond hair.
Last seen on foot heading eastbound on 19th Street.
Hey.
You got a description?
Well, no, he wears a mask.
A mask?
Most of his victims...
...are suspects with serious rap sheets. They're calling him a vigilante.
Okay, he's not a vigilante, he's an anarchist.
Help me, somebody! Arrest me!
Get me out of here.
Hey, look!
Spandex. Spandex.
Everything...
...spandex.
Extraordinary velocity vector is a function...
...of both mass and acceleration.
Come on, you know better than anyone...
...the weight on any pendulum has no effect on speed.
It doesn't affect frequency, but it's totally a factor in momentum.
Hey, Aunt May.
Yeah.Eggs?
Organic, got it.
In the future, if you're gonna steal cars...
...don't dress like a car thief, man.
What are you? You a cop?
Really? You seriously think I'm a cop? Cop in a skin-tight red-and-blue suit?
You know, you're...
You've got a mind...
...of the true scholar, sir.
I was going more for the guys who do the luge.
Good thinking.
Get out the window.
There you go. You got it.
Crotch!
- Just let me go. - Is that a real knife?
Yes, it's a real knife.
My weakness, it's small knives.
- Just let me go. - Anything but...
...knives! Oh, it's so simple.
- That was cool. - What is this?
Webbing I developed. I don't think you want to know.
Let me go!
Okay, one second. Hold on, one second.
Knock it off, man. No!
Come on, let me go. Stop it!
That isn't funny.
- It is kind of funny. - Help!
This could've gone a lot worse.
Now hold still.
Boys in blue here.
- Yo, I got him. - Freeze!
- He's not going anywhere. - Don't move.
You serious?
Who are you?
No one grasps the concept of the mask.
Freeze!
I just did 80 percent of your job.
And that?
That's how you repay me?
Hold it right there!
Well, that was fun.
Bus! Hey there, everybody.
What are you doing?
Hey, watch out.
I'm swinging here.
So 38 of New York's finest...
...versus one guy in a unitard.
Am I correct?
You don't have to wait up for me.
- Yes, I do. - No, you don't.
Yes, I do.
- Okay. - Where were you?
I was out.
Did you get the eggs?
Nope. Forgot the eggs.
I'm gonna get them now.
No, you most certainly will not.
Not at this hour.
Look at me, Peter.
Take off the damn hood and look at me.
Peter. Where do you go?
Who does this to you?
Please go to sleep, Aunt May.
- Please tell me. - Aunt May, please...
...please, please go to sleep.
I can't sleep. Don't you understand? I can't sleep.
Peter, listen to me.
Secrets have a cost.
They're not for free.
Not now, not ever.
Cross-species genetics is finally working.
I've used the lizard DNA to help Freddy regrow that limb.
It's a miracle.
No, it's hard work and promise.
- It's a step closer to the primate lab. - He doesn't have time for every little step.
Little?
I just mean he can't wait.
Well, he'll have to.
Unless he wants to be a lab rat.
That's not what...
...I'm saying-
So, what are you saying?
You have to start human trials.
Now.
No, I don't, and no, I won't.
- Well, then he's going to die. - People die.
Even Norman Osborn.
We are not finished.
Human trials?
Where are you going to find the people to volunteer?
As far as anyone's concerned, it's for a flu shot.
I might think the Veterans Hospital is a place to start.
You've gotta be kidding me.
I don't think I am.
It's a little late for shock and indignation.
About 15 years late.
I have no idea what you're talking about.
Richard Parker wore it well.
On you, it's a cheap suit, as it was then.
I had nothing to do with that.
Is that what you told his son?
I don't know what you're saying.
You don't know, or you don't wanna know?
I'll remind you what happened.
Richard Parker said just about the same thing then that you are saying now.
The clock is ticking, Dr. Connors.
I----
I won't.
Fine.
The formula is ours now anyway.
Say goodbye to that arm you have dreamed of.
I'm shutting you down.
Have your office cleared out by the morning.
Your toys can be taken away too, you know.
Right, Freddy?
- Hey. - Hi.
How's it going?
Where you headed?
- Monday, B track. - Oh, it's Thursday.
- It's Thursday? - What happened?
- What? - Your eye, it looks bruised.
Oh, yeah, no, I don't...
Maybe I got a rash or...
It's bad. Have you gone to the nurse?
Do you like branzino?
Like, a fish
No, no. I know. I know.
Well, if you want...
...you can come to this address at 8:00 tonight.
My mom's making branzino.
So...
It's apartment...
...2016. I didn't write that part down.
I don't know why I...
- I'll remember it. - Oh, okay.
2016.
Hi.
How did you get out there?
The fire escape.
Your doorman's intimidating.
It's 20 storeys.
Yeah. It's all right.
- This is your room. - Yes, this is my room.
Books.
Shoes.
Oh, hey...
I got your mom...
...these.
Oh, lovely.
- Beautiful, right? - Beautiful.
They were nice.
- No, they're beautiful. - I'm sorry.
No, it's impressive. They actually held together very well.
I'm gonna keep these.
You have your suit in there?
My Suit?
It's for dinner. Are you gonna--?
Are you gonna wear that?
- That's-- - Hey, hon.
You must be Peter.
Dad, this is Peter.
Nice to meet you, sir.
Nice to meet you.
Dinner's ready.
Hope you like branzino.
Who doesn't?
Emma, it's Curt.
- Is he there? - I'm afraid not, doctor.
The car is taking him to the Veterans Hospital in Brooklyn.
No. He can't, Emma.
You have to stop him. He--
I would, but I always lose him on the bridge.
I'll make sure Dr. Ratha returns your call as soon as possible.
I'm going to Holton Avenue, across the river. I'm in a hurry.
You want me to take the tunnel or the bridge?
Bridge! Take the bridge.
All right, we'll do that.
Hey, you all right...
...back there?
You tweaking...
...man?
Just drive.
Okay.
You're having trouble there?
The head goes on the other--
Help Gwen's friend with his fish.
On, I...
I got no idea.
First time.
- Branzino. - George.
- Tell us about your day. - Did you catch that spider guy yet?
No, we didn't catch him yet.
But we will. He's an amateur...
...who's assaulting civilians in the dead of night.
He's clumsy, he leaves clues...
...but he's still dangerous.
He's assaulting people?
I'm not sure.
I mean, I saw that video...
...with him and the car thief, and...
I think most people would say that he was...
...providing a public service.
Most people would be wrong.
If I wanted the car thief off the street, he'd already be off the street.
So why wasn't he then?
Let me illuminate you.
The car thief was leading us to the people who run...
...the operation. It's a six-month-long sting.
It's called strategy. I'm sure you're aware of the term?
- You've heard about that in school? - Yeah.
Good.
I know.
- He didn't know you had a plan. - You seem to know...
...a lot about this. Know something we don't?
- Whose side are you on? - I'm not on anyone's side.
I saw a video on the lnternet--
You saw the video on the Internet.
- Well, then the case is closed. - Well, no.
If you watch the video--
Maybe send you a link?
It looks like he's trying to help.
On the Internet he's being made out to look like a hero.
No, no.
I'm not saying he's a hero.
- What are you trying to say? - He's trying to help.
He's trying to do something the police can't.
Something the police can't?
- I don't know. - What do you think we do?
Sit around eating doughnuts...
...with our thumbs planted up our asses?
- George. George. - Daddy.
- Up your what? - Howard.
He stands for what you stand for.
Protecting innocent people from bad guys.
I stand for law and order. That's what I stand for.
Okay? I wear a badge.
This guy wears a mask like an outlaw.
He's hunting down criminals that all look the same...
...like he's got some sort of personal vendetta.
But he's not protecting innocent people, Mr. Parker.
Let's get some air, Peter.
- Dad, we need to talk. - Yes, we do.
Thank you for having me. I'm sorry...
...if I insulted you. It was not my intention.
- You're welcome. - Branzino was real good, Mrs. Stacy.
- Thank you. - You're welcome.
- Dad. - Yeah?
Well, that was something.
I'm sorry. I thought he was going to arrest me at one point.
No, I wouldn't have let him arrest you
- What happened to your face? - I wanna tell you something.
Okay.
I've been bitten...
So have I.
Okay.
Okay, okay, okay. I gotta tell you this one thing.
I gotta tell you this thing about...
...the vigilante and the car thief. - Oh, okay.
What?
- No, no, no. - I don't want to talk about that.
Forget that. I won't talk about that.
- I'm gonna talk about me, okay? - What about you?
It's impo-- I wish I could just--
I can't. It's hard to say.
Just say it.
- I don't know. - Say it.
What? What?
What?
Okay, then forget it.
You...?
- You're Spider-Man. - Shut up.
Gwen?
Gwen...
Your father wants you to come inside.
Okay.
- Okay? - Yeah.
Gwen.
I'm coming.
Oh, I'm in trouble.
Will you please...
...find out what is going on, Alfred?
Excellent.
Hey!
Hey! What is that?
- Oh, my God! - I don't know!
Get back in the car!
Help!
Incoming!
Somebody help!
Help me! My kid is trapped!
I want my dad!
Dad!
'HeY,hey,hey - Help!
L-ley, buddy.
- It's okay. - Get away.
- Help! - Hey, look.
Just a normal guy, all right?
Wanna hold this?
Hold my mask.
All right.
What's your name?
Jack?
- Yes. - Let's get you out of here.
Okay, stay very still.
All right.
Okay, I got you.
Okay, look.
I'll undo the belt. You hold on...
...to that seat in front of you. On three?
- All right. - Okay, one, two, three.
See how easy that was? You did a great job.
All right, okay.
Jack, climb now.
- I can't. - Yes, you can.
Put it on, the mask.
It's gonna make you strong.
Jack, trust me.
Put it on.
There you go. That's it. That's it, buddy.
Okay, now, climb.
Come on, Jack.
Do me a favour.
A little faster, okay, bud?
You're doing great, buddy. You're doing great.
That's it. Keep coming.
Keep it coming.
Keep coming.
No!
Jack. Oh, God.
Thank God.
You okay?
My son. My son.
Oh, my son.
My son.
Who are you?
Spider-Man.
Beautiful.
Settle down, guys.
Settle down, boys. Settle down.
- Come on. - Listen. At approximately...
...9 p.m. last night, an incident took place on the Williamsburg Bridge.
Much of what occurred is speculation...
...at this point. However, several eyewitnesses...
...to the crime, as well as our own preliminary findings, have...
...positively placed...
...one individual at the scene.
Which is why, this morning...
...I am issuing a warrant...
...for the masked vigilante known as Spider-Man.
And lastly, city council members met with homeowners and airport officials...
...in the first of four meetings...
It's so beautiful.
Knows how to bite though.
Who else knows about this?
Just you.
Really?
Hey, you don't...
You don't believe what the police are saying, do you?
Of course not.
Does it scare you?
What you can do?
No.
What did that thing on the bridge look like?
It was real big. Too big to be human.
You gotta lay low.
No, can't do that.
You've got to.
I mean, why...?
Because of last night.
Those people on the bridge.
Whatever was attacking them would have killed them.
So...
...I gotta go after it.
That's not your job.
Maybe it is.
I really liked kissing you.
You're an amazing kisser.
Well, you know, it was--
It was good for me too.
Yeah?
Who did that?
Hello!
It's not nice to snoop.
I gave everyone the week off.
Yeah.
Shouldn't you be at school?
No, I got a free track.
I wanted to ask you a question.
How would a predator...
...track a reptile?
Oh, they don't. Most reptiles are at the top...
...of their food chain.
Kings of their domain.
They gotta have vulnerabilities.
Why the sudden interest in the cold-blooded?
Just asking a question.
I got school stuff.
Biology profiles to do.
So because of the cold blood...
...would they react to changes in temperatures?
You'd have to catch one first.
Did you know there's a rumour of a new species in New York?
Beautiful and quite large.
What do you know about it? You seen it?
No, it's not yet classified.
But it can be aggressive...
...if threatened.
Doc, you all right?
Never been better, Peter. Never been better.
Now, if you'll excuse me.
Afraid I have to ask you to leave. I have a new project...
...I'm working on. I need to be alone.
Good. Good, good.
Good.
Don't worry, Mr. Parker. I'll be back.
Wonderful things are coming.
Wonderful things.
Fred?
Mr. Mayor, if there was a giant dinosaur...
...running around you would be the first to know.
So tell your son he can rest easy, all right?
Yeah. You and me both, sir.
Okay. Bye-bye-
Mr. Parker, why are you...
...not in school? - Got a free track.
Okay, well, I do not.
So make your point quickly.
Fine, there may not be a dinosaur running around.
There is something more dangerous, and I know who.
- You know who? - Dr. Curtis Connors.
- He's a biochemist. - Of Oscorp?
- That's right. - Dr. Connors...
...who's my daughter's mentor. Is that who?
- That's the one. - Okay.
Recently, Dr. Connors gave Gwen a college recommendation.
It was beautiful. When I read it, I cried.
You would have me believe that he...
...is running around dressed up like a dinosaur?
Not dressing up and not a dinosaur. He has transformed himself into a lizard.
Let me ask you a question.
Do I look like the mayor of Tokyo to you?
I'm telling you the absolute truth.
This man has worked for his whole life on cross-species genetics.
He lost an arm, he tried to grow it back, but the equation was imbalanced.
He has turned into a lizard. He's using lizard DNA.
He is dangerous, and he is planning something horrific. I know. I know.
Okay. All right, I get it.
Here's what we'll do.
You'll go back to hanging out with the citizens of Tokyo.
I'm gonna go back to protecting the citizens...
...of this fine, fair city of ours.
Sergeant Butler, please escort Mr. Parker...
...back to school. - Captain Stacy, I'm not messing around.
Just bring him in. Just call him in. You have to call him in.
He is a danger to everybody.
- Just, please, listen to me. - Let's go.
Jimmy.
Get me everything we have on Dr. Curtis Connors.
- Okay? Right away. - Yeah.
Subject: Dr. Curtis Connors.
Current temperature: 89.7.
Steady for 48 hours.
Blood panels reveal lymphocyte and monocyte readings...
...consistent with subject's past.
Clotting rate vastly improved.
Marked enhancement...
...in muscle response...
...strength and elasticity.
Eyesight similarly improved.
Subject no longer requires corrective lenses.
This is no longer about curing ills.
This is about...
...finding perfection.
In attempt to redress regenerative relapse...
...dosage has been increased to 200 milligrams.
You stopped me once.
You won't stop me again.
I'm getting stronger every day!
Oh, that sucked.
Peter Parker.
Come in.
You should maybe...
...consider coming in through the lobby.
Also, my father is under the impression...
...that you require psychiatric attention. - Oh, really?
Peter.
What happened?
You should see the other guy.
The other guy, in this instance, being a giant mutant lizard.
Hey, Gwen, honey.
Do you want cocoa?
Howard's making some.
No, Dad, I do not want cocoa.
Honestly, I'm 17 years old.
Okay.
I remembered somebody saying her fantasy was to live in a chocolate house.
Well, that's impractical.
And fattening.
Chocolate house.
- Sorry, Dad. - It's good.
I can't have cocoa right now because I'm work--
I'm doing this...
I have cramps.
I feel kind of pukey and just sort of...
- Like, emotional. I keep crying. - It's okay. Good.
- Good. - It's brutal.
You don't want to know.
- It's, like, bad. - Got it.
- Thanks, Daddy. - All right.
Easy, Bug BOY
What'd you call me?
I'm going to be all right.
- No. No. - Yes. Yes.
I know what this is.
What is it?
Every day, for as long as I can remember, my father...
...has left every morning...
...and he's put a badge on his chest...
...and strapped a gun to his hip.
And every day, for as long as I can remember...
...I haven't known if he was gonna make it home.
L 901 you
Okay?
I gotta stop him, though.
I have to, because I created him.
What do you mean?
I gave him an equation...
...that made all of this possible.
Something my father had been working on, you know.
Secretly. Now I realise why he kept it a secret.
Point is, this is my responsibility.
I have to fix it.
Peter.
Hey.
Let's get out of here.
Let's just get out of here.
Just for a minute. Can we?
- No. No. - Yeah. Yes.
- Yes. - No.
Yes.
If my parents see me leaving, I'm dead.
Your parents aren't gonna see you leaving.
Peter Parker.
Spider-Man.
I'm not the one who needs...
...help.
There will be no more loneliness...
...I7O more OIJICGSIS.
Species-wide distribution could enhance...
...humanity on an evolutionary scale.
One has to adapt to survive.
"That, changing like the snake, I might be free...
...to cast off flesh wherein I dwell confined."
Would you give it all up after all you know...
...you can do?
All the power you feel.
I can save...
them!
You won't get in...
...the way of my plan...
...Peter Parker!
Go. Go!
Nowhere to hide, Peter.
All these souls...
...lost and alone.
I can save them.
I can cure them.
There's no need to stop me...
...Peter.
You're not thinking straight, doc.
Stop this. This isn't you.
Let's talk this out.
Doc!
Oh, boy.
You don't want to talk?
There you go.
Don't...
...make me...
...have to...
...hurt you!
That is disgusting.
Gwen.
- I'm gonna throw you out the window. - What?
Somebody's been...
...a bad lizard.
This is Lieutenant Williams from the New York City...
...Police Department. We've got this building surrounded.
Alpha, let's move ahead. Go!
- Hey. - Where are you?
I'm fine. I'm okay.
I'm in the sewer, tracking him. I gotta stop him before anyone gets hurt.
But we need an antidote.
- Do you know how to run a serum? - I do it all the time.
Okay, great. Okay, I need you to go to Oscorp.
I need you to access the cross-species file. It's a blue serum
File 12389.
Okay, got it.
On my WHY
I spent my life as a scientist trying to create a world without weakness...
...without outcasts.
I sought to create a stronger human being...
...but there's no such thing.
Human beings are weak, pathetic, feeble-minded...
...creatures.
Why be human at all...
...when we can be so...
...much more?
Faster. Stronger.
Smarter.
This is my gift to you.
Oscorp.
- Captain Stacy! - What?
We have a confirmed sighting, sir. The Lizard's headed...
...toward Canal Street. - What about Spider-Man?
Inside the high school.
I want that Spider-Man off the street.
The lizard creature has released a biological agent.
All efforts to stop him have failed...
...and he is now proceeding north on 7th Avenue. Over.
- Hi. - Where are you?
Peter, hi. I'm at Oscorp.
You have to get out of there now.
- The antidote is cooking. - No, no, no.
Connors is on the way. He's coming to you right now.
He needs the device. He's gonna infect the whole city!
Eight minutes left.
You're gonna wait eight minutes after what I told you?
You leave right now.
That is an order, okay?
I'll get everybody out.
Did you hear wh--?
Gwen! Gwen! You Mother Hubbard. Are you serious?
He's heading south.
Stand down now, or we will open fire.
You are surrounded. There is...
...l"IO BSCBPB
Go, go!
Clear!
Clear up top!
Clear, sir!
All clear here, sir!
Freeze!
Down on the ground.
Your hands behind your head.
Now!
Parker.
It's headed to Oscorp!
And your daughter's there right now.
You gotta let me go.
Hold your fire!
Well, Paul, if I didn't see it, I wouldn't believe it.
I won't venture to say what it is crawling up...
...the north side of the Oscorp Tower...
...but clearly it is not human and it is very, very strong.
Time remaining: one minute.
Antidote complete.
Oh, man.
We're getting the latest details. This is just coming in.
The New York Police Department...
...has called for a city-wide evacuation...
...everything south of 54th Street.
If you are south of 54th Street...
...you have to move out of the area immediately.
Spider-Man appears to be heading towards Oscorp.
He looks injured...
...and it's really not clear if he's gonna make it.
That's the guy who...
...saved my boy on the bridge.
Troy, they're clearing us out.
Something bad's going down in Midtown.
Still friends with Matthews, that crane operator on 6th?
- Yeah. - Get him on the phone for me.
The cops are evacuating everybody.
Get him on the phone for me.
Hey, Charlie, get me Enrique: on 54th Street!
- You got it. - Angelo, get your mug over here.
Wolski! You're getting some overtime!
All tower cranes on 6th...
swing your jib arms over the avenue Boom angles at 90 degrees.
Spider-Man needs those big boys high and lined up.
Let's give him a clear approach. Over.
Come on, Parker.
Hey.
Dad!
- I have to get this to Spider-Man. - Get in.
- It can stop the Lizard. - Get in the car.
- You don't understand! - Yes, I do.
Your boyfriend is a man of many masks.
I get it.
Give me this
Get in the car.
Please make sure he's okay.
Initialising Ganali device.
Detonation in T-minus two minutes.
Poor Peter Parker.
No mother, no father...
...no uncle.
All alone.
He's not alone.
Detonation in T-minus 45 seconds.
Hey!
Gift from Gwen.
I got this, Peter! Go!
T-minus...
...30 seconds.
Detonation in T-minus...
...10 seconds.
Nine.
Eight.
Seven.
Six.
Five.
Faun
Three.
Two.
One.
No.
No!
The captain.
Captain!
The Lizard.
It's okay.
We stopped him.
Okay.
Let's get you out of here. Come on.
Okay, okay, okay.
Look at me. Stay with me.
- Help's on the way, okay? - You need to...
You need to be gone when they get here.
Okay?
I'm not going anywhere.
I was wrong about you, Peter.
This city needs you.
Here.
You're gonna need this.
You're gonna make enemies.
People will get hurt.
Sometimes the people closest to you.
So I want you to promise me something, okay?
Leave Gwen out of it.
Promise me that.
You promise me.
An eerie calm...
...has set in over New York City.
Apparently, some sort of...
...aerosolised antidote was launched from...
...Oscorp Tower, which seems to have counteracted the biotoxins.
Residents of Lower Manhattan can rest peacefully...
...knowing that the alleged mastermind...
...of this terror plot, Dr. Curtis Connors, is behind bars.
We've got John Niles...
...on the street for a report in Lower Manhattan.
John, what do you see?
Sweetheart, it's all right.
It's all right.
Rough night.
It's gonna be all right.
Where have you been?
Hi.
My father died.
There was a funeral.
They shot off...
...rifles and they made speeches.
Two of my teachers showed up.
And Flash showed up.
Everyone was there but you.
Can't do this. Can't do this.
I'm sorry. I can't...
What are you saying?
I can't see you any more.
I can't.
He made you promise, didn't he?
To stay away from me, so I'd be safe.
What a pretty...
...girl.
Yeah.
That's what Uncle Ben said.
Did you ask her out?
Why?
Can't.
Why?
I'm just no good for her.
Peter Parker, if there's one thing you are, it's good.
Anyone has a problem...
...with that can talk to me.
Peter, I know things have been...
...difficult lately...
...and I'm sorry about that.
I think I know what you're feeling.
Ever since you were a little boy...
...you've been living with so many unresolved things.
Well, take it from an old man:
Those things send us down a road.
They make us...
...who we are.
And if anyone's destined for greatness, it's you, son.
You owe the world your gifts.
You just have to figure out how to use them.
And know that wherever they take you...
...we'll always be here.
So come on home, Peter.
You're my hero.
And I love you.
- What's up, Parker? - What's up?
Hey. How's it going?
You coming along, man?
Cool shirt.
Yeah.
Dude's crazy.
But chicks dig him.
Come on, guys, you heard the bell. Get to class.
I had a professor once who liked to tell his students...
...that there were only 10 different plots in all of fiction.
Well, I'm here to tell you he was wrong.
There is only one:
"Who am I"?
Mr. Parker.
Tardy again.
At least we can always count on you.
Sorry, Miss Ritter, won't happen again, I promise.
Don't make promises you can't keep.
Yeah, but those are the best kind.
Okay, class, open your books.
Let's begin on page one.
Hello, doctor.
Did you tell the boy?
Tell him what?
Did you tell the boy the truth about his father?
No.
Well, that's very good.
So we'll let him be...
...for now.
You should leave him alone!