Original subtitles

Who am I?

You sure you want to know?

The story of my life is not for the faint of heart.

If somebody said it was a happy little tale, if somebody told you I was just

your average ordinary guy not a care in the world, somebody lied.

But let me assure you, this, like any story worth telling, is all about a

That girl.

The girl next door.

Mary Jane Watson.

The woman I've loved since before I even liked girls.

I'd like to tell you that's me next to her.

Heck, I'd even take him.

Hey! Stop the bus!

That's me.

Hey! Tell him to stop, please!

Stop! Hey!

Stop the bus!

Stop the bus!

You've been chasing us since Woodhaven Boulevard.

Thank you. I'm sorry.

Don't even think about it.

He's still a lame partner.

It's a privilege to meet you.

We are guests of Columbia University's science department.

So behave accordingly.

Let's not have a repeat of our trip to the planetarium.

Come on, people, let's stay together, proceed up the steps, and into the

building.

You know,

Charles, can we drive around the corner, please?

Why?

The entrance is right there. Dad, these are public school kids. I'm not showing

up for the field trip and the rolls.

What, you want me to trade in my car for a Jetta just because you flunked out of

every private school I ever sent you to? It wasn't for me.

Of course it was.

Don't ever be ashamed of who you are. I'm not ashamed of who I am.

Just what happened.

You get it.

D!

Hi, Harry.

Harry!

Won't you be needing this?

Peter, may I introduce my father, Norman Osborn?

Heard so much about you.

Great honor to meet you, sir.

Harry tells me you're quite the science whiz.

You know, I'm something of a scientist myself.

I read all your research on nanotechnology.

Really brilliant.

And you understood it? Yes, I wrote a paper on it.

Impressive. Your parents must be very proud.

I live with my aunt and uncle. They are proud.

Hey, you two.

Let's move.

Nice to meet you.

Hope to see you again. Yeah.

He doesn't seem so bad.

Yeah, not if you're a genius.

I think he wants to adopt you.

There are over 32 ,000 known species of spider in the world.

They're in the order Arane.

Wow.

That's amazing.

This is the most advanced electron microscope on the eastern seaboard.

It's unreal.

Arachnids from all three groups possess varying strengths which help them in

their constant search for food.

For example, the Delaina spider, family Sporacidae, has the ability to

jump to catch its prey.

School paper?

Mm -hmm.

Next, we have the Netweb spider, family Philotatidae.

Jen is Kukulkania.

It spins an intricate, funnel -shaped web whose strands have a tensile

proportionately equal to the type of high -tension wire used in bridge

Leave him alone.

Or what?

Or his father will fire your father.

What's Daddy going to do? Sue me?

What is going on?

The next person who talks will fail this course.

I kid you not.

This grass spider...

Hunts using a set of reflexes with nerve conduction velocity so fast that some

researchers believe it almost borders on precognition and early awareness of

danger. A spider scent.

Hey, look at that spider.

Some spiders change colors to blend into their environment.

It's a defense mechanism.

Peter, what makes you think I would want to know that?

Who wouldn't? Over five painstaking years... Can you talk to her now?

No, come on. You talk to her.

Disgusting. Yeah, I hate football songs.

I love them.

Yeah, me too.

You know, spiders can change their color to blend into their environment.

Really?

Yeah, it's a defense mechanism.

Yeah.

Combining the genetic information from all three spiders into these 15

genetically designed super spiders.

There's 14.

I beg your pardon?

One's missing.

Yeah. Huh.

I guess the researchers are working on that one.

Do you know that this is the largest electron microscope on the eastern

you were talking throughout that woman's entire presentation Hey

Can I take your picture? I need one with a student in it.

Sure, yeah.

Great. Where do you want me?

Over here?

Yeah, yeah, that's great.

Don't make me look ugly.

That's impossible.

Ah, perfect.

Parker, let's do it.

We solved the horizon glide and the multi -g balance issue.

I've already seen the glider.

That's not what I'm here for.

Generals, welcome. Good to see you again.

Mr. Balkan, Mr. Foglet, Norman, Mr. Osborne.

Always a pleasure to have our board of directors pay us a little visit. I want

to see the progress report on human performance enhancers.

We tried vapor inhalation with rodent subjects. They showed an 800 % increase

strength. Any side effects?

In one trial, yes. Here was an aberration. All the tests have been

And in the trial that went wrong, what happened? What were the side effects?

Violence, aggression, and insanity.

And what do you recommend? That was only one test.

With the exception of Dr. Strom, our entire staff certifies the product ready

for human testing.

Dr. Strom?

We need to take the whole line back to formula.

Back to formula. Dr. Osborne!

I'm going to be frank with you.

I never supported your program.

We have my predecessor to thank for that.

Norman, the general gave the go -ahead to Quest Aerospace to build a prototype

of their exoskeleton design.

They test in two weeks.

And if your so -called performance enhancers have not had a successful

trial by that date, I'm going to pull your funding.

I'm going to give it to them.

Gentlemen, ladies.

The Lord said, let there be light. And voila, there is light.

Forty soft -drawing watts of it.

Good boy.

God will be thrilled.

Just don't fall in your ass.

I'm already on my ass, mate.

When the plant senior electrician is laid off after, after 35 years, what

would you call it? I am on my ass.

Hand me that dish, the green one.

The corporation is downsizing the people and, uh...

Upsizing their profits.

Oh, Ben, you'll get another job somewhere.

Well, let's look in the paper and see.

There are the one ads. What do we got here?

Computer salesman, computer engineer, computer analyst. My Lord, even the

computers need analysts these days.

May, I'm 68 years old. I'm too old for computers. And besides, I have a family

to provide for.

I love you.

And Peter loves you. You're the most responsible man I've ever known.

We've been down and out before, but somehow we survive.

Yeah. Oh, hi, sweetie.

You're just in time for dinner.

Hey, how you doing, buddy? How was the field trip?

I don't feel well. I'm going to go to sleep.

You won't have a bite?

No, thanks. Had a bite.

Well, did you get some pictures, Peter?

I got a crash.

Everything's fine.

What's that all about?

Synthesize transfer RNA to the body of the animal's genome.

Combine the genetic information from all genes.

Introduce 16 genetically designed super spiders.

Dr. Osborn, please.

The performance enhancers aren't ready.

The data just doesn't justify this test.

Now, I'm asking you for the last time.

We can't do this.

Don't be a coward.

Risks are part of laboratory science.

Let me reschedule. With a proper medical staff and a volunteer.

I mean, if you just give me two weeks. Two weeks?

Two weeks, we'll have lost the contract request and Oscorp will be dead.

Sometimes, you gotta do things yourself.

Get me the promochloroparazine. For what? It begins catalyzation when the

hits the bloodstream.

40 ,000 years of evolution and we barely even tapped the vastness of human

potential.

I'm fine.

Any better this morning? Any change?

Change?

Yeah. Big change.

Well, hurry up.

You're going to be late.

Right.

Okay. Goodness me.

I thought you were sick.

I got better. You see?

I got it. You haven't eaten anything. Have you got your lunch money? Yeah, I

it. Hey, Michelangelo, don't forget we're paying the kitchen right after

Got it? Sure thing, Uncle Ben.

Don't start without me. And don't start up with me.

Teenagers. Raging hormones. They never change.

It's up to me. You're trash. You're always going to be trash, just like her.

I have to go to school. Ah, well, stop.

Hi, MJ.

Hey, MJ.

i don't know if you realize this but we've uh we've been neighbors since i

six and i was wondering if maybe we could get together sometime maybe do

something fun or i don't know i thought it'd be time to get to know each other

we're not

Dad. Dad, are you all right?

Harry.

What are you doing on the floor?

I don't know.

Have you been there all night?

Last night I was... What?

I don't remember.

Mr. Osborne?

Sir, I asked her to wait in the foyer.

I'm sorry, my father's not feeling well. Mr.

Osborne.

Dr. Strahm is dead.

What? They found his body this morning in the lab.

He's been murdered, sir.

What are you talking about?

And the flight suit and the glider?

What about it?

It's been stolen, sir.

No problem.

Hey, you have blue eyes. I didn't notice without your glasses.

Did you just get contact?

Well, see ya.

What happened? It's freaking weird.

Arthur?

You're a freak.

I can't breathe!

Fly! Up, up, and away, Webb!

Shazam!

Tally -ho.

I heard, but I was just taken out to trash.

I guess you can always hear us.

Well, everybody shouts.

Your aunt and uncle don't.

They can scream pretty good sometimes.

Listen, MJ, about today, at school with Flash... You really freaked us out.

I'm sorry.

Is he okay?

He's just happy you didn't give him a black eye for graduation.

So where are you going after you graduate?

I, uh... I want to move into the city.

And hopefully, uh, get a job as a photographer.

Work my way through college.

What about you?

Headed for the city, too.

Can't wait to get out of here.

I want to...

What?

Come on.

Try me.

I want to... act... on stage.

Really?

Well, that's perfect.

You're awesome in all the school plays.

Really? Yeah.

I cried like a baby when you played Cinderella.

Peter, that was first grade.

Well, even so, sometimes you

know people.

You can just see what's coming.

What do you see coming for you?

I don't know.

Whatever it is, it's something I never felt before.

And what for me?

For you?

You're gonna light up Broadway.

Yeah.

You're taller than you look.

I hunch.

Come take a ride. My new birthday present.

Come on.

I got to go.

Bye.

Oh, my God. It's gorgeous.

Yeah, right?

Look at it.

I'm in.

Pretty sight, huh?

Way to hear the sound.

Hey, go scratch the leather.

Goodbye.

in there?

I'm exercising. I'm not dressed, Aunt May.

Well, you're acting so strangely, Peter.

Okay, thanks.

Maybe he's too embarrassed to tell me what it is. Maybe I'm too embarrassed to

ask him anything.

I don't know. I just don't know anymore.

Hey, I'm going to the downtown library. I'll see you later. Yeah, wait, Pete.

I'll drive you there, buddy.

Oh, no, I'll take the train. No, no, no. I need the exercise. Go on. Go, go, go,

go, go, go.

Thanks for the ride, Uncle Peter. Now, wait a minute, Peter. We need to talk.

Well, we can talk later.

Well, we can talk now.

If you let me.

What do we have to talk about? Why now?

Because we haven't talked at all for so long. Your Aunt May and I don't even

know who you are anymore. You jerk your chores. You have all those weird

experiments in your room. You start fights at school. I didn't start that

I told you that.

Well, you sure as hell finish.

What was I supposed to do, run away? No, no, you're not supposed to run away,

but... Pete, look, you're changing. I know, I went through exactly the same

thing at your age. No, not exactly.

Peter, these are the years when a man changes into the man he's going to

the rest of his life.

Just be careful who you change into.

This guy, Flash Thompson, he probably deserved what happened.

But just because you can beat him up doesn't give you the right to.

Remember, with great power comes great responsibility.

Are you afraid that I'm going to turn into some kind of criminal?

Quit worrying about me, okay?

Something's different. I'll figure it out.

Stop lecturing me, please.

I don't mean to lecture and I don't mean to preach.

And I know I'm not your father. Then stop pretending to be.

I'll pick you up here at 10.

Sign me up.

Okay.

You understand the NYWL is not responsible for any injury you may and

will sustain while participating in said event, and you are indeed participating

under your own free will?

Yes.

Down the hall to the ramp. May God be with you.

Next.

at this time.

If he can withstand just three minutes in the cage with old Saul McGraw, the

of $3 ,000 will be paid to... What's your name, kid? The human spider.

The human spider. That's it? That's the best you got?

Yeah. Oh, that's... The sum of $3 ,000 will be paid to

the terrified, the deadly, the amazing...

Spider -Man!

My name's the human spider.

I don't care, get out there. No, you got my name wrong. Get out there!

Oh, check it again, webhead.

It said three grand for three minutes, and you pinned them in two.

For that, I give you a hundred, and you're lucky to get that.

I need that money.

I missed the part where that's my problem.

Hey, what the hell? Put the money in the bag.

the hell's the matter with you you let him go cut him off in the lobby and tell

the cops you could have taken that guy apart now he's going to get away with my

money i missed the part where that's my problem

Stay back. Hey, stay back. Stay back. What happened?

Carjacker. He's been shot. Look, we just called the paramedics. They're on their

way. Stay back.

Uncle Ben?

Uncle Ben?

Uncle Ben?

He said his child's on Fifth Avenue. He's got three cars in pursuit.

All right, folks, come on.

Just give me a chance. Just give me a chance. What about my uncle?

Did you give him a chance?

See ya.

General, good to see you.

Our exoskeleton's got real firepower, General Slocum. Well, if it does what

say it can, I'll sign that contract tomorrow.

I assume you're confident about this test? Absolutely.

Captain Curtis is our top pilot.

Now, what about your commitment to Oscorp?

Nothing would please me more than to put Norman Osborn out in business.

Mark. We are picking up an unidentified object. Closing path. The hell is that?

Can you see anything?

Oh, my God.

I'm so proud of you. You look so handsome over there.

Pete, good news.

My father got the place in New York, so we're all set this fall. Oh, that's

great. You made it.

It's not the first time I've been proven wrong.

Congratulations.

Thanks, Dad.

Peter, the science award.

That's terrific.

Yeah.

I know this has been a difficult time for you.

But I want you to try to enjoy this day.

Commencement. The end of one thing.

The start of something new.

I don't need you anymore.

Why? Here's your ring.

You know what? Whatever.

You're lost.

You're like a brother to Harry.

That makes you family.

And if you ever need anything, just give me a call.

Can they fix it something?

No, thanks.

I miss him a lot today.

I know.

I miss him too.

But he was there.

I can't help thinking about the last thing I said to him. He tried to tell me

something important, and I threw it in his face.

You loved him And he loved you

He never doubted the man you'd grow into How you were meant for great

things You won't disappoint him

With great power comes great responsibility.

Remember that, Pete.

Remember that.

This is not a man. My brother saw him building a nest in the Lincoln Center

Fountain. I think he's human. I think he's a man.

Could be a woman.

Bobby, get a load of this.

He throws up his hands, ropes come out, and he climbs up the ropes like a spider

web. I see the web, and it's his signature, and I know Spider -Man was

The guy protects us, you know? He protects the people.

That's some kind of freaky little thump. I could do. I stink and I don't like

him.

Guy with eight hands.

Sounds hot. He has those tights and that tight little... Dressed like a spider,

he looks like a bug.

Well, we should all just give him...

Here comes five, three, two, one.

Clint, get her down.

Ladies and gentlemen, please remain

calm.

Get your head down, get your head down.

is Spider -Man?

He's a criminal. That's who he is.

A vigilante. A public menace. What's he doing on my front page?

Mr. Jameson, your wife is on line one. She needs to know... Jameson is a page

six problem. We have a page one problem. Shut up. Right. Well?

He's news.

They're really important clients. They can't wait. They're about to. He pulled

six people off that subway car.

Sure, from a wreck he probably caused.

Something goes wrong and this creepy crawler is there. Look at that. He's

fleeing the scene. What's that tell you?

He's not fleeing. He's probably going to save somebody else. He's a hero.

Then why does he wear a mask?

What's he got to hide?

He just needs to know if he wants a chimp or the snail in the dining room.

Whichever one's cheaper.

Mr. Jameson, it's like this. We double book page six. See, so both Macy's and

Conaway's both have three quarters. We sold out four printings.

Sold out? Every copy.

Tomorrow morning, Spider -Man, page one, with a decent picture this time. Move

Conway to page seven. There's a problem with page seven. Make it page eight and

give him 10 % off. Make it 5%. That can't be done. Get out of here!

Problem is, we don't have a decent picture. Eddie's been on it for weeks.

barely get a glimpse of him. Oh, what is he, shy?

If we can get a picture of Julia Roberts in a thong, we can certainly get a

picture of this weirdo.

Put an ad on the front page.

Cash money for a picture of Spider -Man.

He doesn't want to be famous, and I'll make him infamous.

here? I'm begging for a job. How about you?

Oh, I'm headed to an audition.

An audition?

So you're acting now?

Yeah, I work steady.

In fact, I just got off the job.

That's great, MJ.

You're doing it.

You're living your dream.

Good job, girl.

Yeah. Your job was short $6. Next time that happens, I'm going to take out your

check.

Excuse me, Ms. Watson.

I'm talking to you. Hey!

Yes, Enrique, okay?

I get you. Well, you better not happen no more, you hear me? Don't roll your

eyes at me.

Some dream, huh?

That's nothing to be embarrassed about.

Don't tell Harry.

Don't tell Harry?

Aren't you guys living together?

We're going out, didn't he tell you?

Oh, yeah, right.

I think he'd hate the idea of my waiting table.

He'd think it was low or something.

That's not low.

You have a job.

You know, Harry, he doesn't live on a little place I like to call Earth.

No, I guess not.

Thanks, Pete.

We should catch up sometime.

Let's get some lunch some evening.

Well, I'll come by and have some of your moon dance coffee someday.

And I won't tell Harry.

No, don't tell Harry.

I won't.

I won't tell Harry.

Time is perfect.

Five new contracts.

It'll be great.

Stormin' Norman's making his weekly inspection.

Spent half of it on the phone.

Look, man, I'm glad you're here. I need your help. I'm really lost.

Are you all right?

You look like you just got second place in the science fair.

No, I, uh...

I was late for work and Dr. Connors fired me. You were late again?

I don't get it.

Where do you go all the time?

Around.

Peter Parker!

Maybe he'll tell me who she is.

Who's that?

This mystery girl, Harry's been dating.

When do I get to meet her? Dad.

Well, sorry, Harry hasn't mentioned her.

Hey, Pete, you're probably looking for...

A job now, right?

Dad, maybe you can help him out.

No, I appreciate it, but I'll be fine. No problem.

I'll make a few calls. No, I couldn't accept it, sir.

Like during what I get, I can find my own work.

I respect that.

You want to make it on your own steam.

That's great.

What other skills do you have, Parker?

I was thinking of something in photography.

Hello.

Watch the street!

Mega crap.

I'll give you 200 bucks for all of them. That seems a little low.

Take them somewhere else, then.

Sir, your wife said the tile you ordered for the foyer is out of stock.

Tell her we'll just put a rug there.

Sit down.

Give me that.

I'll give you 300.

That's the standard freelance fee.

Here, I paid one. Run that photo instead.

Headline? Spider -Man, hero or menace?

Exclusive Daily Bugle photos.

Menace? He was protecting that armor. I'll tell you what, Atticus. You take

pictures. I'll make up the headlines, okay? All right? That okay with you?

Yes, sir.

Goodie.

Give this to the girl up front. She'll see you get paid.

I'd like a job, sir.

No jobs.

Freelance. Best thing in the world for a kid your age.

You bring me some more shots of that newspaper -selling clown, maybe I'll

him off your hands.

But I never said you have a job.

Meat. I'll send you a nice bunch of Christmas meat. Best I can do. Get out

here. Bring me more photos.

Hi. Hi.

Mr. James didn't tell me to give that to you.

Welcome to the Daily Vehicle. Thank you.

I'm Peter Parker.

I'm a photographer.

Yes, I can see that.

As of today, Oscorp Industries has surpassed Quest Aerospace.

as the principal supplier to the United States military.

In short, ladies and gentlemen of the board, costs are down, revenues are up,

and our stock has never been higher.

Wonderful news, Norman. Wonderful.

As a matter of fact, it's the reason we're selling the company.

What? Yes, Quest Aerospace was recapitalizing in the wake of the

Expanding.

They made a tender offer we can't ignore.

Why wasn't I told? The last thing they want is a power struggle with entrenched

management. The deal is off if you come with it. The board expects your

resignation in 30 days.

But you can't do this to me.

I started this company.

You know how much I sacrificed?

Oh, Max.

Please, Norman.

The board is unanimous.

We're announcing the sale after the World Unity Festival.

I'm sorry.

You're out, Norman.

Where am I?

Festival. Let's hear it for Maisie Gregg.

Why didn't you wear the black jeans?

Just, I wanted to impress my father.

He loves black.

Well, maybe he'll be impressed no matter what.

You think I'm pretty.

I think you're beautiful.

Jimmy, do me a favor. I forgot my drink inside.

Mr. Fargus? Well, Harry, have you seen my father around?

Uh, well, I'm not sure if he's, uh, coming today.

What

is

that? Must be new this year.

That's a climb!

My dear.

It's Spider -Man!

Come

on,

little kid.

taking the subway.

Don't mind us. She just needs to use the elevator.

Wait.

Who are you?

You know who I am.

I do?

Your friendly neighborhood Spider -Man.

Wow.

Incredible?

What do you mean he's incredible?

No. All right. Wait. Stay there. I'm going to come over.

No, I'm going to come over.

All right, fine.

Fine. Will you call me in the morning, and we'll go and have breakfast, and I

want to buy you something.

Because I want to. It'll make you feel better.

Okay.

And what do you mean incredible?

All right. I'm sorry.

Sleep tight.

Don't let the bed bug.

She's all right. She's just a little rattled.

Like Pete, I should have told you about us.

You should know I'm crazy about her.

It's just, you know, you never made a move.

You're right.

I didn't.

I'm gonna stay up for a while.

What was that thing?

I don't know.

Whatever it is, somebody has to stop it.

Somebody there?

Who said that?

Don't play the innocent with me.

You've known all along.

Where are you?

Follow the cold shiver running down your spine.

I don't understand.

Did you think it was coincidence?

So many good things all happening for you. All for you, Norman.

What do you want?

To say what you want. To do what you can't.

To remove those in your way.

members you killed them we killed them we

remember your little accident in the laboratory

performance enhancers bingo me

your greatest creation bringing you what you've always wanted

beyond your wildest dreams, and it's only the beginning.

There's only one who can stop us.

Or imagine if he joined us.

Spider -Man and the Green Goblin. The

Green Goblin, you like that? Made it up myself.

These weirdos all got to have a name now.

Mr. Jameson, Spider - Hoffman? Yeah?

Call the patent office. Copyright the name Green Goblin. I want a corner every

time somebody says it. How about Green Meanie?

Spider -Man wasn't attacking the city. He was trying to save it. That's

It is not. I resent that.

Slander is spoken.

In print, it's libel.

You don't trust anybody. That's your problem.

I trust my barber.

What are you, his lawyer? Get out of here.

Let him sue me. Get rich like a normal person.

That's what made this country...

You slime.

Who's the photographer who takes the pictures of Spider -Man?

I don't know who he is. His stuff comes in the mail. You're lying. I swear.

He's the one who can bring me to him. I don't know who he is. You are useless.

Set him down, tough guy.

Speak of the devil. Spider -Man, I knew you two were in this together.

Hey, kiddo, let Mom and Dad talk for a minute, will you?

Sleep.

Wake up little spider.

Wake up.

No. You're not dead yet.

Just paralyzed.

Temporarily.

You're an amazing creature.

Spider -Man, you and I are not so different.

I'm not like you.

You're a murderer.

Well, to each his own.

I chose my path, you chose the way of the hero.

And they found you amusing for a while, the people of this city.

But the one thing they love more than a hero is to see a hero fail, fall, die

trying. In spite of everything you've done for them.

Eventually, they will hate you. Why bother?

Because it's right.

Here's the real truth.

There are eight million people in this city.

And those teeming masses exist for the sole purpose of lifting the few

exceptional people onto their shoulders.

You, me.

We're exceptional.

I could squash you like a bug right now.

But I'm offering you a choice.

Join me.

Imagine what we could accomplish together.

What we could create.

Or we could destroy.

Cause the deaths of countless innocents in selfish battle again and again and

again until we're both dead.

Is that what you want?

Think about it, hero!

In spite of everything you've done for them, eventually they will hate you.

Hey, it's me again.

Hey. How was your audition?

How'd you know?

The hotline. Your mom told my aunt, told me.

So, you just came by?

I was in the neighborhood.

I needed to see a friendly face.

I took two buses and I had to get in the neighborhood, but how'd it go?

They said I needed acting lessons.

A soap opera told me I needed acting lessons.

Well, let me buy you a cheeseburger.

Sky's the limit. Up to $7 .84.

I'd like a cheeseburger.

Oh, but I'm going out to dinner with Harry.

Come with us.

Nothing. How's it going with... Never mind. That's not my business.

Not?

Why so interested?

I'm not.

You're not?

Well, why would I be?

I don't know.

Why would you be?

I don't know.

Sorry you won't come with us.

I better run, Tiger.

Hey, check it out, man.

Whoa.

in trouble.

You have a knack for saving my life.

I think I have a superhero stalker. I was in the neighborhood.

You are amazing.

Some people don't think so.

But you are.

Nice to have a fam.

Do I get to say thank you this time?

Wait.

I can't let you in there. The roof's about to collapse.

I can't let you in there. The roof's about to collapse.

It's okay. Your baby's fine.

Oh, my God.

God bless you, Spider -Man.

Bless you.

Hurry up. Don't let him get away.

Hold it. Hold it right there.

You're under arrest.

I'm taking you in. Oh, my God. There's somebody still up there.

I'm going.

I'll be here when you get back.

Not coming back, Chief.

proposal. Are you in or are you out?

It's you who's out, Dobby. Out of your mind.

I'm sorry I'm late.

Work was murder.

I picked up a fruitcake.

Thank you, Mr. Osborne. We're so glad you could come.

Who is this lovely young lady?

MJ, I'd like you to meet my father, Norman Osborne. Dad, this is Mary Jane

Watson. Hi. How do you do? I've been looking forward to meeting you.

Happy Thanksgiving, sir.

Now, where is Peter?

He better have remembered that cranberry sauce.

Weird. I didn't know he was here.

Peter?

Peter?

Is that you?

Pete?

How strange.

There's nobody here.

Bit of a slog, isn't he? All brilliant men are.

everyone. Oh, Peter.

Sorry I'm late. It's a jungle out there. I had to beat an old lady with a stick

to get these cranberries.

Thank you. Now then, everybody sit down and we can say grace.

Okay.

Here we go.

There we are.

Oh, it's delicious.

Norman.

Will you do the honors?

Why, Peter, you're bleeding.

Oh, uh, yeah.

I stepped off a curb and got clipped by one of those bike messengers.

Oh, let me see.

Oh, my goodness.

Oh, that looks awful.

It's nothing.

I'll get the first aid kit.

Then we'll say, great, this is the boys' first Thanksgiving in this apartment,

and we are going to do things properly.

How did you say that happened?

Bike messenger.

Knocked me down.

Excuse me. I've got to be going.

Why?

Something has come to my attention.

Are you all right?

I'm fine, just fine.

Thank you, Mrs. Parker.

Everyone, enjoy the fruitcake.

Dad!

Dad, what are you doing?

I planned this whole thing so you could meet MJ, and now you have to leave?

I gotta go.

This girl is important to me. Harry, please, look at her.

You think a woman like that's sniffing around because she likes your

personality? What are you saying?

Your mother was beautiful, too. They're all beautiful.

Until they're snarling after your trust fund like a pack of ravening wolves.

You're wrong about her, Dad.

A word to the not -so -wise about your little girlfriend.

Do what you need to with her, then broom her fat.

Thanks for sticking up for me, Harry.

You heard?

Everyone heard that creep. The creep is my father, all right? If I'm lucky, I'll

become half of what he is. So just keep your mouth shut about stuff you don't

understand. Harry Osborn.

I'm sorry, Aunt May.

Spider -Man is all but invincible.

But, Parker, we can destroy him.

I can't.

Betrayal must not be countenanced.

Parker must be educated.

What do I do? Instruct him in the matters of loss and pain.

Make him suffer. Make him wish he were dead.

Yes. And then grant his wish.

But how? The cunning warrior attacks neither body nor mind.

Tell me how!

The heart, Osborn.

First. We attack his heart.

Give us this day our daily bread and forgive us our trespasses as we forgive

those who trespass against us.

Lead us not into temptation, but deliver us.

Will she be okay?

She's gonna be fine. She's been sleeping all day.

Thanks for coming.

Of course.

How are you?

You okay about the other night? Yeah, I'm fine.

I just felt bad about leaving at May.

Have you talked to Harry?

He called me.

I haven't called him back.

The fact is...

I'm in love with somebody else.

You are?

At least I think I am.

It's not the right time to talk about it. No, no, go on.

But I know his name, this guy.

You'll think I'm a stupid little girl with a crush.

Trust me.

It's funny.

He saved my life twice, and I've never even seen his face.

Oh, him.

You're laughing at me. No, I understand.

He is extremely cool.

But do you think it's true, all the terrible things they say about him? No,

Not Spider -Man, not a chance in the world.

I know him a little bit.

I'm sort of his unofficial photographer.

Has he mentioned me?

Yeah. What did he say?

I said he asked me what I thought about you.

And what did you say?

I said, um, Spider -Man? I said, uh,

the great thing about MJ is when you

look in her eyes and she's looking back in yours,

everything feels...

not quite normal because you feel stronger

and weaker at the same time

you feel excited and at the same time

terrified the truth is you

you don't know what you feel

Except you know what kind of man you want to be.

It's as if you've reached the unreachable and

you weren't ready for it.

You said that?

Dad, is that you?

What is it?

Oh, you're right about MJ.

You're right about everything.

She's in love with Peter.

Parker?

Yeah. And how does he feel about her?

He's loved her since the fourth grade.

He pretends like he doesn't, but there's no one Peter can ask for more.

I'm so sorry.

I haven't always been there for you, have I?

You're busy. You're an important man. I understand.

That's no excuse.

I'm proud of you.

And I've lost sight of that somewhere, but I'm going to make it up to you,

Harry.

I'm going to rectify certain inequities.

Wake up.

Go home, dear.

You look awful.

And you look beautiful.

Well, thank you. I don't like to leave you here. Oh, but I'm safe here.

Can I do anything for you? You do too much.

College, a job, all this time with me. You're not Superman, you know.

A smile, finally.

Haven't seen one of those on your face since Mary Jane was here.

Hey, you were supposed to be asleep.

You know, you were about six years old when MJ's family moved in next door.

And when she got out of the car and you saw her for the first time, you grabbed

me and said, Aunt May?

Aunt May?

Is that an angel?

Gee, did I say that?

You sure did.

Oh, Harry's in love with her.

She's still his girl.

Well, isn't that up to her?

She doesn't really know who I am.

Because you won't let her.

You're so mysterious all the time.

Tell me, would it be so dangerous to let Mary Jane know how much you care?

Everybody else knows.

I'll be right back.

MJ, it's Peter. You there?

Hello?

You there?

Well, I'm just calling to check up on you. Will you call me when you get in,

okay?

All right, well, don't... Don't go up any dark alleys.

Hello?

Can Spider -Man come out to play?

Where is she?

The busy spider went up the water spout. Down came the goblin.

is why only fools are heroes.

Because you never know when some lunatic will come along with a sadistic choice.

Let die the woman you love

or

suffer the little children.

Enjoy Spider -Man and see how a hero is rewarded.

Don't do it, Goblin!

We are who we choose to be.

Now, shoot!

I offered you friendship.

as your little girlfriend's death would have been quick and painless. But now

that you've really pissed me off, I'm gonna finish her.

Mr. Osborne. Peter, thank God for you.

You killed those people on that balcony.

The goblin killed. I had nothing to do with it.

Don't let him take me again.

I beg you.

Protect me.

You tried to kill Aunt May. You tried to kill Mary Jane.

But not you.

I tried to stop it.

I couldn't stop it.

I would never hurt you.

I knew from the beginning.

If anything ever happened to me, it was you that I could count on.

You, Peter Parker, would save me, and so you have.

Thank God for you.

Give me your hand.

Believe in me as I believed in you.

I've been like a father to you.

Be a son to me now.

His name was Ben Parker.

Godspeed, Spider -Man.

Oh.

Don't tell Harry.

What have you done?

What have you done?

Hey.

I'm so sorry, Harry.

I know what it's like to lose a father.

I didn't lose him.

He was stolen from me.

One day, Spider -Man will pay.

I swear on my father's grave, Spider -Man will pay.

No matter what I do, no matter how hard I try, the ones I

love will always be the ones who pay.

You must miss him so much.

It's been so hard without him.

There's something I've been wanting to tell you.

When I was up there, and I thought I was going to die,

there was only one person who I was thinking of.

And it wasn't who I thought it'd be.

It was you, Pete.

I kept thinking, I hope I may get through this.

So I could see Peter Parker's face one more time.

Really?

There's only one man who's always been there for me.

Who makes me feel like I'm more than I ever thought I could be.

That I'm just me.

And that's okay.

The truth is, I love you.

All I wanted was to tell her how much I loved her.

I can't.

You can't what?

Tell you everything.

I mean, there's so much to tell.

Yeah, there's so much to tell.

I want you to know.

That I will always be there for you.

I will always be there to take care of you.

I promise you that.

I will always be your friend.

Only a friend?

Peter Parker?

That's all I have to give.

Whatever life holds in store for me, I will never forget these words.

With great power comes great responsibility.

This is my gift.

My curse.

Who am I?

I'm Spider -Man.

I can hear him.