Original subtitles

People will say I'm a monster for what I've done

maybe they're right .

I always thought that I'd have more.. time.

Dad.

I'm sorry

Peter?

- He likes to sleep with the light on. - Mary, we have to go.

Dad.

Be good

I've found a safe place for us to spend the night at Lake Geneva.

- Are you uploading it? - To Roosevelt, all of it.

Just in case we...

We're going to be fine, Mary.

Did you see his face? He's never going to understand.

Mary, we've been through this. Our life as we know it is over.

We're gonna spend every day from now on looking over our shoulders...

never feeling safe. We can't do that to him.

- He's just a little boy. - I know, I know, it's going to be OK.

It's gonna be alright.

No rest for the weary, huh? No, I'm afraid not.

Occupational hazard I guess.

What is it you're working on?

Er...just planning ahead. Do you think I can speak with the pilot?

Something you need? Perhaps, I could help.

I'd just like to radio ahead and make sure everything's in order for when we land.

I think we both know that's not an option, Dr. Parker.

They say you're a genius.

Not if you thought you could escape.

It's okay. It's okay.

I got you. Are you okay? Okay?

I'm going to make you safe. It's done. Breathe...Mary.

- Roosevelt. - What? Roosevelt.

It's back up, back up.

We'll be alright okay. Listen...to me.

What you got for me today, New York?

Reporting live from New York 1 chopper.

An Oscorp truck carrying plutonium has been hijacked.

- A Police chase is in progress - Alright, let's get to work.

Say hello to Aleksei Sytsevich.

- Spider-Man! - Hello, pedestrians.

Knock, knock. Mr. Criminal?

Hey! My name is Spider-Man, you can call me webman, you can call me amazing,

just don't call me late for dinner, you get it? Okay!

- Not a shaker? Are you a hugger? - I am killer.

Warning! Plutonium-238 is a radioactive material and is highly explosive.

Excuse me. There's more room on the sidewalk.

Please! I got blueprints here! A little help? A little help, please.

You're having problem with your gun? Let me help you out with that.

Too much work.

Er...this is bad, I'm gonna be right back.

Heads, up, watch out. Wooo!

Okay, okay, there you go. You okay?

- You alright? - You're Spider-Man!

Costume gives it away, huh? Look, this looks pretty important, Max.

- How do you know my name? - It's written on your badge.

- I'm a nobody. - Hey! You're not a nobody, you're somebody.

Lick that. Alright, listen to me.

The world needs you. You're my eyes and ears out here.

- Alright? - Alright! - See you out there!

Warning: Violation of protocol

Hands up...

Gotcha, gotcha, no, got you, too.

No, you're not going anywhere. Come here, come to daddy.

Get out of the way.

OK, OK, got it, got it. Woo.

Oh, come on.

Hey wait, come back here.

Heel!

Gotcha.

Hey I'm sorry, I'm running a bit late, I got stuck in some traffic.

Your timing is terrible. It's started already. I know, I'm sorry. Where are you?

First on Broadway, second on Broadway, third on Broadway, Ah, five minutes, ten tops.

- Are those sirens? - No.

- Peter, No!, Peter! - No sirens.

Peter, what's happening?

Peter, Peter!

Hello?

- And now I would like to introduce you an extraordinary young woman, - I'll be right there, promise.

this years' Valedictorian, please welcome...Gwen Stacy.

Good morning, esteemed faculty and families of my fellow graduates.

It's an honor to be standing up here today.

Hello...I told you, I'm running a bit late.

I saw that, Spider.

I know that we all think we're immortal.

We're supposed to feel that way, we're graduating

but like our brief four years in high school...

what makes life valuable, is that it doesn't last forever.

What makes it precious is that it ends.

We know that now more than ever.

And I say it...

today of all days

is to remind us that time is luck.

So don't waste it living someone elses' life.

Make yours count for something.

Fight for what matters to you, no matter what.

'cause even if we fall short...

what better way is there to live?

Alright

I'll take that, that's not yours.

This is not end, Spider

Peter Parker

I think I know that guy.

Peter Parker.

Sorry.

Wait, do that again, do that again.

Oh, Pete...Lord says...I almost stole a cap and gown and ran thru myself.

- I'd love to have seen that that'd'v been pretty awesome. - No, no, no, this is for you.

- Oh, I am so proud of you. - You earned it. - Sweetheart, I'm so proud of you.

- I know the first thing your Uncle Ben would say... - Yea, I know too.

"You better hurry up, the party's over. You gotta get a job."

Alright, then the second thing he would say: "Don't just follow the path. Make your own trail."

-"Ralph Waldo Emerson...? - No...

- What do you mean no? - Ben told me he made it up.

You really did learn something here.

I wish your uncle could have been here.

Yea, me too...and my folks.

Yea, yea.

Alright, you can go. Go on, I'll be right back.

OK, guys, get together, get together right now.

- Alright, 'Cheese'... - Cheese...

OK, just gimme two seconds.

Don't go too far. Good to see you. Alright.

Did your traffic jam have anything to do with the Russian mob...

and machine guns?

- Why didn't you just tell me? - Because, what was I gonna do, you were about to give your speech.

- Gwen, honey, family photo. - Okay.

- You coming to dim sum? - You can't keep me away.

- It's at eight o'clock. Don't be late. - OK.

And I am going to do my speach for you.

- All night, I want to hear it all night long. - Over and over again, all night long.

- That was pretty good. - Peter, join us.

I got to find my aunt, I gotta find my aunt but I'm going to catch up later. Thank you.

You're going to make enemies. People will get hurt.

So I want you to promise me something, OK ?

Leave Gwen out of it.

Promise me that.

Peter's outside.

Peter.

What is it?

What's wrong? Are you alright?

I don't know what I'm doing.

It's my father, isn't it?

Yea, I see him everywhere I go.

I can't...I don't know what to do. I can't get him out of my head.

- Yea but we'd talked about this. - I know...Gwen

It's not his choice.

Gwen, I promised him that I would keep away from you

and now I'm gonnna come and eat dinner with your family.

How can I do this? What does this make me?

I don't know, what does that make you?

It makes me not able to live with myself.

- I thought that it meant you love me. - I do love you.

I love you.

Then why isn't that enough, huh?

Because what if something happens to you, just like it happened to him because of me.

No, wait, wait, wait.

I cannot let that happen.

Listen to me, you're Spider-Man...

and I love that

but I love Peter Parker more.

That's worth it to me.

I can't lose you too.

Is it because you can't lose me, we can't be together?

Who does that work out for, Peter?

I can't. I'm sorry, Gwen.

Wow, you have done this to me...

again and again, Peter.

I can't live like this.

I break up with you.

I break up with you.

Good morning, New Yorkers.

Looking for another beautiful day here in the city.

The steady increase in sightings of Spider-Man has sparked a national debate...

over the role of vigilantism in American crime fighting.

- How about that Spider-Man... - Last night on Manhatten bridge he saved a dozen lives.

We want to hear your calls.

I think without Spider-Man, there'd be no hope for this city..

Who do you think pays the bills for all the damages he causes, huh? It's you and me, taxpayer!

Did you make this?

This is a wind turbine. You made this? No way!

This is amazing.

It's good as new, right? I'll walk you home.

- What's your name? - Jorge.

Jorge, I'm Spider-Man.

I don't feel like my kids are safe with him out there,

get out of the way and let the police do their job.

Some folks think that there might be more than one Spider-man.

What do you think, one guy or many ?

I'd love to know who's behind that mask.

- Hey, nice outfit. - Thanks.

We have a caller on the line named Max, he said he knows Spider-Man.

Listen, I'm upset...Spider-Man to me is being misunderstood.

He's a very, very good person, He's protecting us.

Not only that, he saved my life, onetime, and we sort of became best friends.

- How much? - You're that Spider guy!

I'm Spider-Bad.

I'm Spider-Bad.

This Spider-Man guy, he's not the police, he's not a fireman.

What gives him the right, to get involved in other people's business

Peter, honey, can I come in?

No!

Peter, the final starts at nine, honey.

And you said you'd take my car into the shop b'coz it keeps dying, remember?

Gimme a second Aunt May, I'm gonna get the door, just gimme a second.

Please just let me in, alright?

The final is at 9, are you going to take my car to the shop?

No, you can't come in. Stay outside, I'm so naked.

You said you're gonna take my car into the shop because...

- Are you alright? - Yea. I'm okay.

I'm just...I'm very naked right now.

- What happened to your face, it's filthy! - It is? - Yes.

Oh yea, yea, I was cleaning the chimney.

- We have no chimney. - What?

- You're late. - I know, I'm late.

Downstairs...Now!

- Alright, I'm leaving! - I'm naked here.

Morning. I love you. I love you too. Hurry up.

Ho ho ho, look who's here? Spidey!

How was your morning? Aces, Max, aces.

I've been out saving the world, protecting everybody.

Listen, isn't it somebody's birthday today?

That's why you're here. You remembered my birthday.

All the crime fighting you've been doing and you still take time to visit little old me, Max.

That's...it's amazing.

But...of course you would, why wouldn't you visit me?

We're best friend.

What are you doing? You made me a cake?

People don't get the chance to see these small kind things you do for people.

I know what they say about you in the press but it doesn't matter to me

because I know the real you, because you're amazing.

Wow, that's what the press needs.

They should call you "The Amazing Spider-Man."

You like that, Spidey? I like it a lot, Max.

Good...because today is going to be amazing.

Circuit thirty nine.

I'm not late, Harvey, I'll be there in fifteen minutes.

I just wanna know if you can find another waitress to replace me

because I start my training rounds at the hospital.

Don't mention this to Peter, I don't want him to know because he worries.

Yea, yea, okay, you got it. Double shift on Thursday. Okay bye.

- Who was that? - Harvey.

- Doing a double shift, huh? - Sometimes.

I got nothing else to do, I like the girls,

I miss Ben gives me a little extra in the cookie jar.

I sold another, another couple of photos to the Bugle so that outa help.

Yea, It'd really help if that guy would pay you a fair wage.

Oh, James? James pays me a fair wage, if it was 1961, he pays me a fair wage.

Hey, Hey, wait.What are you doing? What are you doing?

- I'm doing my laundry. - No, I do the laundry.

It's my job, I've been doing your laundry since you were six years old.

I understand that, I'm in college now, I think it's time that I took care of my own dirty underwear.

The last time you did the laundry, you turned everything blue and red.

That was a mistake, cause' I was washing...the ...the American flag, my...can I please just...

No one washes the flag.

I do and I won't anymore, forget it, fine, can I just do my...it's just underwear!

This is my laundry, my home, my machine. Back off, eat your breakfast.

Alright laundry sheriff. I'll do it later.

- I'll do it. - No, forget it. No, I'll do it some other time, forget it.

- Excuse me. - Idiot.

I do not get it.

A lot of jam. Come on, come on.

- Watch it, buddy. - Hey, let's go!

Oscorp Industries is proud to announce...

the world's first electromagnetic power grid.

by converting aging power stations into a field of hydro electric towers...

we're generating clean, green, sustainable energy...

to power Manhatten...5 boroughs, and eventually the world...

- Dillon, you're late. - "D" line trains were so slow, sir.

Don't you realise that Oscorp is now responsible for the entire city's energy supply?

The designs for the power grid and they use a lot of them

and I noticed that and those power grids were designed by me.

You designed them? Sure you did and I'm Spider-Man.

You're no Spider-Man. He's the ...?

You ever speak about him again, I'm goint to rip your well groomed head off.

Now get to work.

- Which floor please - 74.

Thank you

Oh, hold that!

- I got it. - Thank you, you're a real gentleman.

- Most people would've just let thoseclose. - Well, most people don't notice other people.

- Which floor please - 63

- Hold on. What's it? - Er...63

- 63, please - Thank you

Thank you, very much.

Er...my name is Max, Max Dillon.

- I'm Gwen. Nice to meet you. - Nice to meet you.

Is it your birthday?

Oh yea, well, I...er, they...printed this flyer up..

birthday party, big club... a lot of celebrities....

- Wow. - I would like to invite you, it's just that the guest list is closed.

Oh, got it, got it but thank you anyway. This's exciting.

It must be cool, huh, to have the whole world look at you like that.

You know Spider-Man saved my life one time.

Of all the people in the whole city, he saved me.

He said he needed me.

That must be a good feeling...

Floor 63.

It was nice to meet you, Max.

Wait, she remembered my name.

Welcome home.

It's dark in there.

Your eyes will adjust. It's better this way.

Dad.

This is not how I imagined I would die.

Looking at my son and, seeing a stranger.

You had such potential, Harry.

Such fierce intelligence and you're throwing it all away.

You threw me away.

You kicked me off to boarding school when I was eleven.

On my 16th birthday...

you sent me Scotch or one of your assistants did.

I'm pretty sure because the card read:

With compliments, Norman Osborn.

I don't expect forgiveness from you.. anymore

I don't believe in miracles.

How could you possibly understand...

that your childhood had to be sacrificed

for something greater?

Not just for me, for you!

Have your hands started to twitch yet?

When you lay awake...

and you feel it coming...

hiding under your skin... waiting to show itself...

to show you who you really are...

Retroviral Hyperplasia.

I never told you...

that it's genetic.

Our disease,

the Osborn curse

and it began at your age.

Let me see it.

Your hand, give it to me.

The greatest inheritance I can give you

is merely money.

is this...a sum total of all my work

everything I did to stay alive.

Maybe you can succeed where I failed.

Dear Mr Jameson New pix and invoice enclosed

News just in - Norman Osborn, the legendary founder and CEO of Oscorp Industries has died.

The Osborn estate has confirmed

he is survived by his only son, Harry Osborn, who is the sole heir

of the Oscorp corporate empire

Osborn fundamentaly changed the medical profession's approach to human healing...

and affected the lives of millions.

I started Oscorp because I looked at the world around me and I thought.

"We can do better. We should do better."

Einstein said the world cannot be changed without changing our thinking

but change isn't just a slogan.

It begins with hard work. Change begins with persistence and commitment.

Mr. Osborn changed the world

and now it's up to each of us to ensure that his hopes and dreams remain alive

but not today.

- Today...is for mourning. - Hello?

- Is this Gwen Stacy ? - Yes, it's, who's calling?

I'm calling from the Oxford scholars program. We have some exciting news.

Oh, Dillon, you stay here. What?

There's a current flow problem in the genomics lab. Why don't you stay and take a look at that.

It's my birthday. Everybody else is leaving, why do I have to stay?

- Because you're special, - Smythe, I mean Mr Smythe...

Happy birthday.

Bio electrogenesis.

The generation of electricity by living organisms...

Let's see what's goin' on here. Hey guys.

At least somebodies party.

You're just a little sick.

I got your medicine.

And on my birthday. After all I've put together for this company.

Warning.

- Malfunction in sector 5A - I know, maybe it's just the...

Did you know it's my birthday, Kari? Could you sing "Happy Birthday" for me?

I'll just have to sing it for myself.

- Gilbert! - What? - It's Max. Can we shut down the power in sector 32, please?

- Forget it I'm out the door. - What do you mean, listen, I'm up here, it's dangerous.

- Sorry, Max - Hello?

I'll do it myself and I'll sing to myself.

Happy Birthday...to me.

Happy Birthday...dear Max...

Happy Birthday...

to me.

System restored. Have a nice day.

Harry, Oscorps has been under intense public scrutiny in the wake of Dr. Connors' recent breach of trust.

You mean, people are pisssed off because he tried to turn everyone in N.Y city into giant lizards?

Given that...

all the animal hybrid programs he was involved in were destroyed...

to restore investor confidence.

That is the Osborn way.

Whoever's inconvenient around here, just get rid of it, right?

Much of that scrutiny may fall on you now.

- We felt that plausible deniability was your best option... - Sure, sure, I get it.

Twenty-year-old kid. 200 billion dollar company.

What was dad thinking?

I mean you're all lawyers...right?

Surely someone must have questioned his sanity in the end.

Someone must have thought about having him declared legally incompetent.

would have made this conversation a lot easier.

- Harry... - It's Mr. Osborn.

We're not friends.

Hi.

You were his assistant, right?

- What is your name? - Felicia. - Felicia.

From now on, everybody at this table works for Felicia

because Felicia works for me.

Would anybody like to speak up??

Well good then, you can all keep your jobs a little longer.

Sir... There's a Peter Parker... here to see you.

Felicia, I want to see every file on this list.

Every single one.

Peter Parker. It's like seeing a ghost.

Hey, Harry.

Random.

- Ten years. - It's eight.

Close.

- What's up? - I saw the news, man.

I heard about your dad and I wanted to come and...

see you, check it out, see how you're doing.

I'm...umm...I'm with some people.

I'm in a meeting.

I'm sorry, I don't want to intrude, I know it has been a long time and

I kind of know exactly what you're going through right now.

You were so there for me when my parents...

That's why I'm here for you.

Thank you.

It's good to see you man.

Good to see you.

Sorry about your dad.

You've got your braces off.

and now there's nothing to distract from your unibrow.

There it is.

There it is.

Do you still blow dry your hair every morning?

Umm...you know...one of my man servants hold the hair dryer

but I work the comb.

Okay, so at least I'm not completely helpless.

After graduation I went to Brazil and Singapore.

- That's right...and then Europe, you know, I went to Europe. - I saw you.

What do you mean you saw me.

I saw you in some magazine with some French supermodel, you know what I'm talking about?

- Yea, yea, dude, that whole model thing is so exhausting. - I know.

What?

You got a lady?

Er...that's the question.

That's the question.

- Nobody? - No, I don't.

Yea, I don't know...

it's, er...I don't know, it's complicated.

Yea, I don't do complicated.

So what's her name? Who is she?

Her name is Gwen, Gwen Stacy.

- Gwen Stacy? - She works for you.

Really? She works for me?

- She does work study at Oscorp. - Is she a model employee?

You know, when my father sent away me I tried to forget everything about this place.

I guess that kind of included you.

You ain't gotta explain anything to me, man.

We both got dumped.

Did you ever figure out why your parents bailed?

My dad left a briefcase.

Thats all I got, a briefcase full of junk.

- Whatever, I don't know. I try not to think about it. - How's that working out for you?

Perfectly.

Dude, nice arm!

It's just the wrist. It's just all in the wrist, buddy.

You could do it to if you just strengthen up that..

Yea, right; you got to admit though, things have gotten crazy around here man.

Giant lizards, and...

Spider-Guys.

Just one guy, just one Spider-Man,

or woman. We don't know...for sure.

Whatever dude. He wears Spandex to rescue kittens from trees.

So impressed.

- I kind of like to think he gives people hope. - For what?

Maybe eventually everything's gonna be alright.

I wish I had time for eventually.

- Who was he? - Maxwell Dillon, electrical engineer.

No associates or friends to speak of.

He submitted specs for the grid, that we...appropriated...

Guy was.. invisible.

Wall Street is nervous enough with that child, Harry, taking over.

We got to find a way to get him out.

In the meantime if the press gets hold of this accident, our stock will crater.

So make sure that this Mr. Dillon stays invisible.

This could prove useful for us in the future.

Hey.

Hey moron! Get outa the street!

Hey!

You look amazing.

I'm sorry for this spontaneous outreach it was kind of...

No, I...spontaneous is alright, you know.

Well, I just figured it was time,

you know...time we try to be friends.

Friends, yea, that's...

great.

Just don't want us to be complicated.

- I just said that to someone I hate complicated. - Keep it simple.

Okay great, great, yea, yea, alright but I mean...

if we're gonna be friends, I think we gotta establish some ground rules.

- Some ground rules? - Yes, some ground rules,

- Like that. - Like what?

Look...look, that laugh, that laugh.

That's off the table.

- My laugh's off the table? - You gotta figure out a more annoying laugh.

That's still adorable.

That was not adorable. What're you doing...

- Okay, I've got a ground rule. - Oh, you, what? What is it.

Er...don't tell me that I look amazing

with your big brown doe eyes, OK?

I'm really serious about that one.

- Oh no... - What?

- I've just figured out the next ground rule. - What?

No more of this.

- No more...no more this nose rub that you do. - This? - Don't think I haven't paid.

What am I supposed to do? It's allergy season.

This is killing me, I gotta...you're just spitting in the face of my ground rules, I'm out.

Come on!

First we get ice cream, and then I'm out.

Umm, yea, I did that...

and I got completely addicted to this place that has Korean meatballs.

- Yea... - Have you been there? - No, no... - It's mind-blowing.

That place on 6th, I know, you love it there.

How do you know that?

How do you know I love it there?

Cos' umm...

Cos' you told me.

It just opened last month.

Have you been following me?

I knew it. How often?

Just once a day, sometimes.

Sometimes more.

Oh boy, why?

- You trying to keep me safe? - Yea.

No, that is the closest I can get to still being with you.

I'm moving to England.

- What? - Yea.

I have a, um...a first scholarship to Oxford

in molecular medicine

and it's between me and this other kid and there's this oral exam we've to do

and he's like a freshman in college but he's 14

and it could be him but might be me, I hope it's me

and then I, I gotta move to England

and I'm really excited.

That's...er...

England?

Station, I need a 10-85.

Send out additional units to the southend corner of Duffy Square.

Everybody get out of the way, please. Get out of the way!

Sir, get your hands away from the cables, right now!

Sir, get your hands away from the cables!

Let me see your hands, please!

You stay right where you are. Do not move.

Freeze! Get down, on the ground!

Get down on the ground, now!

- Stop. - Get your ass down on the ground, now!

It's not my fault. Stop.

Please...

My goodness.

They see me...they see me...

They see me...they see me..

- On the ground, now! - No...stop. Don't do that.

Please.

- It's over, freak. - Wait, it's not my fault.

It's not my fault.

I said, stop!

I'm glad you're not one of those cops that rides a horse.

All team members...hold your fire and wait for my call.

Hold your fire, I repeat, hold your fire and stay down.

- Stop, stop it! - Yo, Sparkles!

Hey...how are you doing?

- It's you? - Yea, I know it's me, who are you?

- You don't remember me? - No, should I?

I walked into the street, the car almost hit me. You swung me up.

You saved me. You said you needed me.

- The guy, you're the guy with the blue prints... - Yes, blue prints.

Yes, I remember you, of course I remember you, you're my eyes and ears.

- Er...what's your name again? - How could you forget me?

- Oh, I do, I know it, I know it, don't tell me... - It's Max. - Is it Max?

Yes.

I'm sorry, I didn't recognize you with the...you look different.

How are you?

- I don't know what's going on with me. - I can see that, I...I believe you.

It's strange...the power that I got so much.

I got so much anger.

- Excuse me. - I can see that, I can see you don't want to be here, I can see you're scared

cos' you don't know what's happening to you. I can see that you don't want to hurt anybody.

- It's going to be alright. - I got a clear shot, standing by.

- I don't want them shooting me anymore. - They're not going to shoot you.

You guys, this is my buddy Max.

I told you about Max. No one shoots at Max!

You and me, fancy you and me talking. Whoa... Stay right there, stay right there.

Just be careful with the grid, it's the electricity.

I just...I just wanted them all to see me.

If he makes a move, you take that shot.

How about you come with me, go somewhere we can talk, away from all these people...okay?

No, no...stop!

Spidey...Spidey...

You stupid freak!

asshole , dummy!

He lied to me, he shot me...

Shut up.

You're so selfish.

Stay with me Max.

- You set me up. - No...I didn't set you up.

- You lied to me. - No, I'm trying to help you, let me help you.

It's my birthday.

Now it's time for me to light my candles.

Do we have visual on Spider-Man?

Does anyone...have visual on Spider-Man?

That's enough.

- Mike. Big John. - Nice job!

Nice work fellas. It's a pleasure doing business with you.

Spider-Man...

England?

Really?

Good talk.

Our coverage of this breaking story begins with Jessica Abo at the scene.

That's right. We're standing here with two eyewitnesses who are going to tell us what they just saw.

So tell us. How do you think Spider-Man did it. How do you think he beat this creature.

Yea, it got to be rubberised, Spideys suit that's, that's why he didn't get electrocuted.

Probably some kind of neoprene. That's what I'll use, honestly...

Thank you very much for the two of you, as you you can tell so many questions remain unanswered..

Online polls show a sudden uptake in public sentiment in favour of the web-crawler.

Tonight it would seem New York city owes him a debt of gratitude.

Next generation military body armor.

Features include enhanced mobility, battlefield injury repair.

Direct nervous system interface.

So the common household spider, umm..unlike human cells,

they contain the power to self-heal

from severe infection, tissue damage.

and so we used radioactive isotope with compatible human DNA...

Welcome...to Dr. Jallings science investigator.

Today we're going to be talking about electricity.

Batteries, insulators, electromagnetic current.

Batteries can withstand a lot of incoming charges.

The more powerful the battery, the bigger the charge it can withstand.

But if the incoming charge exeeds the outgoing charge,

the battery might explode! Explode!

When doing experiments like this, always wear protective gear.

- You're not invincible.

- We're gonna need a bigger battery!

- Hello? - Pete, its me.

Hey, Harry, what time is it?

Late, early, I don't know. I've been up all night.

- I need to see you. - You alright...?

Not really Pete.

I'm dying...but I think you can help save my life.

You're looking at the world's first Human-Spider hybrids.

The hope is to extract the venom from their glands

and turn that into a cure, an agent that heals diseased cells.

And if I can be cured...

Imagine what this could do for other diseases like Alzheimer's even cancer.

They never made it to human trials.

14 years of research and nothing to show for it.

Except maybe this.

- Spider-Man. - What about him?

He was bitten by one of those things and it worked.

I don't know how and I don't know why...but

he can do everything else a spider can, including self-heal.

I need to find him.

I need his blood.

You need Spider-Man's blood?

- It will save my life. - It may not, Harry.

It may not be that simple.

- You saw what happened to Curt Connors, right? - Connors was weak.

This is me, Peter.

I don't think you can just set up a van and have him donate it.

I mean, I'm sure he's sensitive about people shoving needles...and

Probably sensitive?

Okay, well then, maybe you can just sensitively tell me where he is

- and I will just go ask him myself. - What?

- You took his picture. - So? - You know him.

Harry, I took a picture from a long way away, I used a long lens, I don't know him.

- I put together, what you said at the river

- What, I...?

about how he gives people hope.

Come on.

Just say yes.

Don't turn your back on me.

I don't want to end up like my father, Peter.

Please.

- Peter, please. - I can't.

I'm going to try and find Spider-Man.

- Hey, what's the security doing here? - That's so weird.

Hey, Miss Stacy.

What are you doing here? What are you doing here?

She's not here. Check another floor.

- Are you in trouble? - Yea. - Who's that guy?

There was an accident, in the genomics lab, and they're covering it up

and I found out. That guy from Times Square last night,

I met him. He was an electrical engineer in the building

and he loved Spider-Man, by the way, he was a fanatic

I didn't get a love vibe last night. I got more of a want to kill me with his electricity vibe.

That's actually kind of what its like to love you.

I was searching for him in the computer and all files were erased.

- It's completely erased. - That's Oscorp.

- What about you, why are you here? - Harry. - Osborn? - He's dying.

- What do you mean he's dying? - He's dying.

And he thinks the only thing going to save his life is my blood, Spider-Man's blood.

As far as I know, if I give it to him, it could kill him.

Or something worse.

This is the maintenance closet, Gwen.

This is the most cliched hiding place you could have chosen.

I'm...sorry...

- This is the stupidest hiding place. - ..I didn't take us to the Bahamas hiding place.

I gotta talk to you about England I guess...I don't...

- You just kissed me. - I know, I'm sorry, I couldn't help it.

How'd you like it?

- It felt a little bit rushed. - I know, I know.

- This is the plan. You get to the elevator, I'm going to distract them, okay ? - Okay

I'm sorry...I'm all thumbs today.

- Gwen Stacy. - Oh my God!

Umm... sorry.. Oh it's ok

- Er...umm...I'm Harry. - Yea...

- I'm an old friend of Peter's. - Yea, I know who you are. Sorry.

I was kind of rushing...

No, I'm sorry he never introduced us. I thought you two had broken up.

Oh...yea, yes, we had, it's...

Complicated.

- Complicated. - He's Peter. Everything is always complicated with Peter.

- Yea, yea, it's...you're right. - But that's why he needs you.

Right?

To help him make his choices clear.

- Nice to meet you, Harry. - Yea, it's such a pleasure, Gwen.

You have been in a terrible accident.

I'm Dr. Kafka. I'm here to help you.

Of course you are, Doc'.

That's why you prepared a military grade, Biostimulate electrode.

High intensity capacitors. The kind they make at Oscorp.

All of this because you're trying to help me.

You are correct.

I'm here to study you,

to understand what you are, why you are

and I will get results.

I always do.

You do realize you locked me in a prison...that runs...

on electricity...

I can feel it in the walls, I can feel it in my veins.

No matter what you do, Doc' , you can't contain it.

It's a force of nature, like me.

- You want to know how powerful I am? - Yea.

Well, so do I!

( Groaning and moaning )

I'm dying...to know.

Doc' , but you better make damn sure you kill me this time because if you don't...

I'm gonnna kill the light.

so everyone in this city is gonna know how it feels to live in my world.

A world without power. A world without mercy.

A world without Spider-Man.

And everyone will be able to see me for who I truly am.

And who are you?

Don't you know? I'm Electro.

Warning: electrical restraint capacity reached.

Initiate lockdown procedure immmediately.

Very impressive, Electro.

Lockdown began.

Aunt May?

- What are you doing? - When did you do this?

There's something you're not telling me, Aunt May.

Every time I mention my parents, your eyes go down.

I know that you're not telling me something. You lie to me.

- I know you love me... - I don't... - I know you love me but you do.

Aunt May, Aunt May, you have to tell me, May, that's my father.

Yes, he was your father...

but that didn't seem to stop him from leaving you.. here.

I need the truth.

The truth is your parents left you here, on our door-step.

And you're this little boy whose whole world was turned upside down with no explanation.

We did the best, we could.

Your Uncle Ben, and I.

Who else was going to care for you and protect you and worry about you?

Your father? No.

I was the one who wiped your nose and made you brush your teeth

and do your homework and washed your dirty underwear. Me!

Your stupid, nonscientific aunt, who doesn't know how to make ends meet...

who has to take nursing classes, with 22 year old kids, so I can pay for you to go to college

and I don't know how to do this without Ben. I don't know how

and you're dreaming about your perfect father

who was never here? No!

No, I wont tell you. You're my boy.

As far as I'm concerned, you're my boy. And I won't hurt you.

I'm your boy. You're my everything.

You're enough. You're more than enough. That's not what this is about. Don't get that twisted.

- I love you so much. - I know.

It's okay. It's okay.

Aunt May...

I need to know.

Alright.

I'll tell you everything I know.

- But It will hurt you. - Okay.

A few days after the funeral...

Two government men came to see us.

They said, the genetics research

that your father was doing with Norman Osborn was very valuable

and that people would pay a lot for it and thats why he ran off with it.

They said he was a traitor. I couldn't believe it, Peter.

They told us he betrayed his best friend, all of us, for the money.

I don't...I don't get it. No...this doesn't make sense.

Yes, I know. I didn't believe it either. I didn't believe it.

- This doesn't make any sense.. - Peter... I don't know.

For so long, I would play it over and over in my head what had I missed, what had I missed.

He was just a normal unassuming guy. He wore the same ratty lab coat for 20 years...

He took the D train to work, at seven every morning...

came home at 6 every night.

I don't know.

Maybe everyone has a part of himself they hide...

even from the people they love.

Peter..

Peter..

Mr. Osborn.

Look up. I think you're looking for me.

I cannot believe my eyes.

Spider-Man.

Just the man I wanted to see.

- You...umm...talked to Peter? - Yup.

I want to help you, Mr. Osborn. I really, really do.

I can't give you my blood. Not right now.

- Excuse me? - It's too dangerous.

If our blood isn't compatible, you could die.

I'm already dying.

- Your blood can't make me die more. - But it could do something worse.

Okay.

Alright, how much?

- How much what? - How much do you want?

Name it, you want a boat, you want a plane, you want money? How much do you want?

- I don't want your money. - C'mon, everybody wants my money!

I don't.

I thought...I thought you're supposed to save people.

I thought that's what you do, is you save peoples' lives.

You just gonna let me die.

I'm trying to protect you, right now.

You're trying to protect yourself.

Look...we just need a bit more time

I do not have time!

I'm sorry.

You're a fraud, Spider-Man!

- Hey, - Hi! I gotta talk to you for a second. - I'm running late right now.

No, no...it's just going to take a second.

Give me a minute, just give me one minute, I just want to say one thing and I'm gone.

Everything is a mess!

My dad, my mum, everything I thought about them...lies!

Lies, lies, lies. Nothing makes any sense anymore.

So here we are. I got to figure what I'm going to do with Harry. Of course I want to save him, you know.

I want to save him...cos' he's my best pal.

What if my blood works? But what if it doesn't? I don't know. I got no idea.

Oh, God..

I got nothing.

The only thing I keep coming back to... Gwen is...

Miss Stacy, shall I take you upstairs?

Yes, I'm so sorry.

I'm so sorry..I'm already late... Can I have just one more minute?

Thank you, I'm sorry.

- Where are we? - I have to be...er...I'm at...my last interview for Oxford, right now.

- Oxford? I didn't know. - Yea.

OK, well, I'm sorry to bother you, er...umm...my fair lady...

but madame, madame but er...who am I? I mean, who am I? I'm John Hopkins.

I'm one of the young professors at Harvard and I'm trying to get her to be in my...

to be part of my team, for a while now

and she is the best person I know and a scientific genius

- and...anyway, "God save the Queen" I'm sorry that I made things... - Peter.. Can you just wait for me 1 second? Peter!

Peter, what do you want to say to me? What's the one thing?

I have to go to England for a year.

It's important to me.

I don't know, maybe we're on different paths right now.

You know...I don't know.

We were just going different ways. I gotta go. I gotta go.

Gwen.

Good luck.

..He took the D train every morning at 7 o'clock, he came home at 6 o'clock in the evening..

"Roosevelt's secret station: Track 61, a secret subterranean extension of New York's

"D" line train under Pershing Square

was originally built to transport President Franklin Roosevelt away from the public eye...

to keep his polio hidden from the American people."

Mr. Osborn.

You alright? Is there anything I can get you or...?

No, not unless you can bring those spiders back to life.

- Spiders? - The ones that they destroyed.

"To restore investor confidence."

Go home, Felicia. Take the day off.

Harry!

I think there may be another way, to get what you're looking for...

I overheard Menken talking with one of our security's head.

Before they destroyed the spiders, they had the venom extracted.

What?

What are you saying?

That way they could comply with the lawsuits but still keep the data in case it ever became useful.

- Where is it? - Somewhere in the building.

Somewhere off the books called "Special Projects".

Special Projects. Most recent entry: 1 hour ago

Approved by Harry Osborn...

Accessing Ravencroft archive.

File: 713..

What the hell...

File 71, subject: Dylan, Max

...and then I'm gonna kill the light,

so everyone in this city is gonna know how it feels to live in my world.

A world without power. A world without Spider-Man.

Warning. Your user access has been revoked.

You can't go in there. He's busy.

- What did you do? - A more relevant question is what did you do?

An employee is killed and in your first action as CEO, you cover it up!

No, you covered it up and then you buried him in the bug house using my name.

Ravenscroft is a time worn institution devoted to mental improvement.

- You're experimenting on people in there. - Progress has its stepping stones.

Now, in light of your deceptive criminal actions, you have been...

how do I put this gently... fired.

You're not going to bury me too.

Looks to me like you're halfway in the ground already.

It's only a matter of time. You're going to die a horrible death,

like your father.

The difference is, no one is going to miss you.

- Get him out. - Wait, wait!

I know my way home.

My name is Richard Parker.

Whatever lies will be told about me, I would like the world to know the truth.

Oscorp was already a leader in genetic research

when Norman Osborn made a deal with a foreign military organization

to continue funding my research.

And I discovered what they were going to use it for.

Weapons, biological weapons of course. So I refused.

And now to eliminate me from the picture,

Norman Osborn has falsified evidence against me

in order to take control of my work.

Can I help you?

Yea, you can open the gate. I'm Harry Osborn.

There's a patient in that isolation wing that I need to see.

Joe, this is Mr. Osborn, Oscorp.

Sorry sir, without a yellow badge, I can't let anyone pass this point.

Well, it doesn't matter because there's something else that Norman doesn't know.

The human DNA that I implanted in the spiders

was my own.

Which means that without me, without my bloodline,

Oscorp can never replicate or continue my experiments.

Keep Electro incubated,

400 milligrams of sodium pentol and phenobarbital,

I've...I've destroyed as much as possible from the archives

but I didn't have time to kill all the spiders.

So as a scientist, my choice is very clear now.

I have to disappear. I have to get as far away from here as I can

but as a father

it means, I may not see my boy again.

and nothing is as important to me as my son, Peter.

Nothing in this world.

But I have a responsibility to protect the world from what I've created

and protect him from what I know Osborn is capable of.

People will say I'm a monster

for what I've done.

Maybe they're right.

I always thought that I'd have more.. time.

- Dad...Dad!... - I'm sorry.

Sedation...off...

I'm gonna get you out. Right, but we don't have much time.

- Who are you? - I'm Harry Osborn. I want to make you a deal.

- I should kill you. - Come on.

Think bigger, Max. I'm not the one you want.

You want Spider-Man and I can give him to you.

But...I need something first.

I need you to get me into Oscorp.

Get you in? You own it.

Not anymore. Oscorp betrayed us both.

So I can't get in there without you and you can't get out of here without me.

- What's happening? - Someone pulled an alarm in the iso unit...

Get a containment team up there now!

You couldn't possibly know what I want.

You submitted the design for the grid and they stole it and now you want it back.

You just wanna take back what's yours!

- How? - All the power is in the city, Max, and its right at your fingertips.

Once you shut down the grid...

Spider-Man will come to you and I want you to make him bleed!

Break it! Break it!

Max, we don't have much time.

Go... go... go.

- Give me one reason why I should trust you? - Because I need you!

- You need me? - Yes, I need you.

You are my only chance that I have at surviving.

- You need me? - Yes, I need you.

I need you...please, please!

- I know what its like to be thrown away.. - Please...Max!

I need you! I need you!

You want to be my friend?

I thought we were already friends?

I had a friend once.

It didn't work out.

Yea, me too.

Then let's go catch a spider.

You have one new voice message.

Hi, Peter, it's me.

I...I got in to Oxford. Woo-hoo.

It's very exciting.

I came by your house a little bit ago and I..you weren't there and so

I'm on my way to the airport right now

because there's this early summer class I found out about

and I thought that it would somehow

be easier, I guess, this way.

I think that maybe it's time to let this go...

and that's not because I don't love you, it's actually because I do.

So, umm...goodbye.

- We have to move now! - Why? What's happening?

Remember me?

Oh my oh my, how the tables have turned.

I know it's hard to admit but how spectacular

- a move is this, am I right?

- Right as rain.

OK, so , Fairy Godmother,

it is time to grant me a wish.

- I want in...to special... - How dare you come back in here?

You recalcitrant, unworthy, defective, urchin, freak!

Oh...God I'm sorry, that's just not the answer we were looking for.

"Clear."

Welome back to the bonus round.

Let's take a walk, shall we?

The grid is all yours.

Spider-Man, give it to me.

- What is all this stuff? - The future.

Load one up.

It won't work. We ran every diagnostic test.

- Apart from human trials... - I thought that should be already on human trials...

you're just too stupid to know it.

Do it. Now.

You had it all this time!

It's Spider-Man!

- Stop the cab. - Wait, I aint even moving!

- Did you get my message? - What message?

- The message over there. - Oh that! It was you?

- Don't do that. - I couldn't make it up.

I tell you what it says, it says 'I love you'

because I love you.

No offense but you're wrong.

- What would that be? - You're wrong about us being on different paths. We're not on different paths, you're my path!

and you're always going to be my path

and I know there's a million reasons why we shouldn't be together, I know that.

Well, I'm tired of them all.

I'm tired of every sinlge one of them.

If I'm gonna to make a choice,

then I choose you.

So...

here's my thought.

England.

Both of us.

I'm following you now. I'm just going to follow you everywhere.

I'm just going to follow you the rest of my life.

I mean...they got crime there...in England.

They got tons of crime, it seems.

- Tons... - Yea, they got...Jack the Ripper.

They haven't caught Jack the Ripper yet, can you believe that?

What the hell is that?

Is that Max?

He must've cut the power to the whole city.

- Totally black! - Hey, I need tech-ops up here right now!

Phones are down. Somebody go down and grab tech-ops...

Hey... write down what you remember, people.

There's gotta be some kind of a "blackout plan", right?

- Some kind of backup? - There's an emergency reset at the power plant.

If he cuts the transmission lines,

- they're never gonna get this back up. - How am I going to stop him?

Every time I get close to him, he fries my web-shooters.

- Okay, have you tried warding them? - Yes, I tried everything, rubber, plastic...

- Did you try magnetizing them? - I didn't...try magnetizing them.

Okay, well, remember eighth grade science class?

If you magnetize a nail with a battery...

- You cause an electric charge. - Yes...

New York approach...this is Pan National 273 on approach...

How do you hear?

- Approach, do you copy? - Radio is working, it's not us.

Do not panic, everyone, please return to vehicle!

Go back to your car, remain calm!

Do not panic! Everyone return to your vehicle! Go to your homes!

- Officer! - Spider-Man!

- My father was Captain George Stacy at the 19th precinct, - Yea, I know who he was. What can we do for you?

- Jumper cables! - Jumper cables? - Yes and...copper wire.

- Am I talking louder than I usually talk right now? - Yes.

- You're still doing fine. - Alright, do it!

Did you get it? Try...try...Hurry...hurry...

- Okay, it works , good. - And that, is why you were number two in Midtown. - Rub it in. Okay.

- I gotta go. - I'm coming with you.

- Gwen, you're not coming with me. - Yes I am. - Gwen... it's too dangerous.

I'm coming with you, I've seen the grid specs and I know how to reset the entire system.

I'm coming with you. You know that you need me.

You're coming with me. Shut the thing.

Sorry, I love you. Don't hate me.

Peter!..

We gotta work with this. We still don't have backup generator. Get me engineering!

- I need a respirator right now! - I'll get the battery operated.. I'll get.. Hang on!

Okay

Do you see me now, Spider-Man?

It's time to meet our destiny.

Tower, we're experiencing some kind of electrical disturbance. Instruments are going haywire, radar is down.

We're flying blind out here, do you copy?

Tower, repeat, we are "standby" only, what is happening?

Sir, there are two inbound flights on intersecting paths!

Time to impact? Four and a half minutes.

Clock it... Clock it right now.

You're too late, Spider-Man. I designed this power grid.

Now I'm gonna take back what is rightfully mine.

I want control of everything.

- And I will be like a God to them. - A God named "Sparkles?"

Not this time. Is that all you got? Come on!

Come on!

You ready to give up?

Oh, thank you, Gwen Stacy.

Shake it off. This is your bones, your muscles and your organs.

Oh boy!

I hate this song!

Spider-Man, bet you never saw this coming...

Really?

You wired me to a car, what are you, a caveman?

You shouldn't be here.

You tie me up to go off to war? I know how to help you!

- What're you doing here? - I know the grid specs. I can reset the system.

You can't be here right now. I'm not messing around. You can't be here right now. this is insane!

Nobody makes my decisions for me, alright? Nobody!

This is my choice, okay?

- My choice... - Go! - Mine!

Now how do we stop him?

Okay, so he uses electric. He's like a battery. So what happens when you overcharge a battery?

- It explodes. - Right! - So we use his power against him, perfect!

Okay, I think I can reconnect the power lines but what I need you to do, I need you to reset the system.

- Okay when I say you turn that power on, you turn it on. No matter what. - Peter... - No matter what.

Go! Go!

60 seconds to impact.

Now, Gwen, do it now...!

Unit 687.

This is La Guardia tower. Turn immediately to heading 280.

Incoming traffic, I repeat 280.

Okay people, back to work, let's land these planes.

I'll be back.

Thank God, alright! Alright, we're back, everyone, lets go.

I think we can still make your flight.

Gwen, stay there.

Peter.

When you said Spider-Man said no,

you meant "you" said "no"

Harry, what did you do?

What you made me do.

You were my friend and you betrayed me!

No, I was trying to protect you.

- Look at me! - Hey. it's gonna be okay. This is gonna be alright.

You don't give people hope. You take it away.

- No, Harry. - I'm going to take away yours!

No, Gwen...run...

Harry, Harry put her down!

Harry, stop this right now.

This isn't you, Harry, this is not you. Harry, put her down!

- Harry! - Harry's dead!

Harry, this is between you and me. You wanna fight?

Fight me, let her go!

You okay?

I got you, I'm going to put you down right here.

Breathe!

You're okay?

Stay with me, stay with me, stay with me, you stay with me.

Gwen!

Gwen...no, please!

Please!

I can't do...

Leave us.

You've made progress?

I've identified several worthy candidates.

Now that Spider-Man's gone...

this city will never be the same.

Oh...I'm counting on that.

Speaking of progress, you're looking better.

It comes and goes.

Tell me more.

- How many men did you have in mind? - I want to keep it small.

Everything you need is already at Oscorp.

Access granted. Welcome, Mr. Fiers.

- Who is our first volunteer? - Aleksei Sytsevich.

Apparently serving a life sentence.

He is most eager to join us.

Good.

Start with him.

Russian ganster Aleksei Sytsevich was broken out of a classified penitentiary known simply as 'The Vault'

by an unknown team of men.

It's yet another example of increased criminal activity

since the disappearance of Spider-Man 5 months months ago.

The webslingers absence has left a hole in the heart of the city.

Believe it or not even the New York city Police Department has joined the chorus of New Yorkers

in hoping for the return of the webslinger.

The entire world seems to be asking the same question:

Where is Spider-Man?

Too bad about that spider-guy.

Too bad he disappeared, seems like everybody really needs him.

Where you going?

- I'm not sure. - Peter...

Where're you going?

I don't know.

You know what? It's so funny...

I've been trying to clean up around here, get organised and

been putting some of Ben's stuff...in boxes

It's funny that the heavier the box gets, the lighter I feel.

You throwing his stuff away?

No, no, God no. I couldn't do that. It's a part of me.

I'm just...finding...

a better place for it.

I'm gonna take one last look...

and then I'm gonna put it where it belongs.

It's easy to feel hopeful on a beautiful day like today.

But there will be dark days ahead of us too.

There will be days where you feel all alone

and that's when hope is needed most.

No matter how bad it gets

or how lost you feel, you must promise me

that you will hold on to hope.

Keep it alive.

We have to be greater than what we suffer.

My wish for you is to become hope.

People need that.

And even if we fail, what better way is there to live.

As we look around here today,

that all of the people who help make us who we are,

I know it feels like we're saying 'goodbye'

But we'll carry a piece of each other into everything that we do next

to remind us of who we are

and if we were meant to be,

I've had a great 4 years with you. I'll miss you all very much.

Let's go! Move it!

I'm here live on Park Avenue and 56th Street where it is complete chaos.

A man in some sort of weaponised armored suit is wreaking havoc on midtown

I am Rhino. I told you I would be back.

Hold your fire. Everybody hold your fire.

Kid, you got to get...

Look, New York.

Spider-Man is back.

That's my baby.

Brave boy, huh.

Does Aleksei scare you, little boy?

Hey, Spider-Man.

- I knew you'd come back. - Yea, thanks for stepping up for me.

You are the bravest kid I've ever seen.

I'm gonna take care of this jerk, you go take care of your mom...okay?

Alright, get out of here, go, go.

You will fight me, you will fight me now?

On behalf of the fine people of New York city and real rhinos everywhere...

I ask you to put your mechanised paws in the air!

Never! I crush you! I kill you! I destroy you!

- You want me to come down there so you can kill me? - Yes!

I'll be right there. Ah...there's no place like home.