Original subtitles

[Peter] Who am I? You sure you wanna 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 girl.

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. -[pounding]

-[laughing] -[Peter] Hey! Stop the bus!

[Peter] That's me.

Tell him to stop! Please!

Stop!

Hey! Stop the bus!

[M.J.] Stop the bus! He's been chasing us since Woodhaven Boulevard.

[student] Catch a cab!

[students groaning]

-Thank you. I'm sorry I'm late. -[students laughing]

-[student] What a geek! -Don't even think about it.

[student 2] You're so lame, Parker.

Uh-uh.

-Oops. -[gasps]

[students laughing and clapping]

Midtown High seniors, no wandering.

Proceed direct-- Knock it off.

Remember, it is a privilege to be here.

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 into the building. -M.J.

[laughing and chatting]

[Harry] 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 in the Rolls.

What, you want me to trade in my car for a Jetta

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.

-It's just... -Just what, Harry?

Forget it.

-Pete! -Hi, Harry.

-Hey, man. -[Norman] Harry!

-Won't you be needing this? -Thanks, Dad.

Peter, may I introduce my father, Norman Osborn.

-I've 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.

[teacher] 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.

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

They're in the order Araneae...

Wow. That's amazing.

This is the most advanced electron microscope on the Eastern Seaboard.

-It's unreal. -Wow.

[guide] Arachnids from all three groups

possess varying strengths which help them in their constant search for food.

For example, the Delena spider, family Sparassidae,

has the ability to jump to catch its prey.

-For the school paper? -Mm-hm.

[camera clicks]

Next, we have the net web spider, family Filistatidae,

genus Kukulcania.

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

proportionately equal to the type of high-tension wires used in bridges.

-Leave him alone. -Or what?

-Or his father will fire your father. -[laughing]

What's Daddy gonna do? Sue me?

What is going on?

The next person who talks will fail this course. I kid you not.

-Let's go. -[guide] This grass spider hunts

using a set of reflexes with nerve-conduction velocity so fast

that some researchers believe it almost borders on precognition,

-an early awareness of danger. -Those guys are jerks.

A spider-sense.

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?

[guide] Over five painstaking years, Columbia's genetic research facility...

[Harry] You gonna talk to her now?

Oh, no. Come on. You talk to her.

[guide] ...armed with these DNA blueprints

we have now begun what was once thought impossible.

-Disgusting. -Yeah, hateful little things.

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.

Cool.

[guide] ...transfer RNA to encode an entirely new genome

combining the genetic information from all three spiders

into these 15 genetically-designed super-spiders.

There's 14.

[guide] I beg your pardon?

-[M.J.] One's missing. -[Harry] Yeah.

[guide] I guess the researchers are working on that one.

Do you know that this is the largest electron microscope

on the Eastern Seaboard?

You were talking throughout that woman's entire presentation.

Let's go talk about how we listen.

[teacher] Now, I don't know what it's like at those fancy private schools, Osborn,

but at Midtown High...

Hey.

Uh, could I take your picture? I need one with a student in it.

-Sure. Yeah. -Great.

Where do you want me? Over here?

Yeah, that's great.

Don't make me look ugly.

That's impossible.

[camera clicks]

Oh, perfect.

[camera clicking]

[camera clicks]

-Is that good? -Great.

[camera clicks]

-That's great. -[M.J. chuckles]

[student] M.J., let's go.

Wait. Thanks!

Ah!

[teacher] Parker, let's do it.

We solved the horizon glide and the multi-G balance issues.

I've already seen the glider.

That's not what I'm here for.

General Slocum, good to see you again.

Mr. Balkan, Mr. Fargas.

-Norman. -Mr. Osborn.

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 in strength. -That's excellent.

-Any side effects? -In one trial, yes.

It was an aberration. All the tests since then have been successful.

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

Violence, aggression...

and insanity.

-What do you recommend? -That was only one test.

With the exception of Dr. Stromm,

our entire staff certifies the product ready for human testing.

Dr. Stromm?

We need to take the whole line back to formula.

[Slocum sighs]

-Back to formula? -Dr. Osborn.

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 human trial by that date,

I'm gonna pull your funding.

I'm going to give it to them.

Gentlemen. Ladies.

And the Lord said, "Let there be light." And voilà! There is light.

Forty soft, glowing watts of it.

Good boy. God will be thrilled. Just don't fall on your ass.

[chuckles] I'm already on my ass, May.

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

what else would you call it? I am on my ass.

Hand me that dish. The green one.

The corporation is downsizing the people

and upsizing their profits.

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

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

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

Computer...

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.

[May] Oh, hi, sweetie. You're just... just in time for dinner.

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

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

-You won't have a bite? -No, thanks. Had a bite.

Did you get some pictures, Peter?

Uh… I gotta crash. Everything's fine.

What's that all about?

[breathes heavily]

[guide] In this recombination lab

we use synthesized transfer RNA to encode an entirely new genome

combining the genetic information from all three spiders

into these 15 genetically-designed super-spiders.

[Stromm] 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.

-Just give me two weeks. -Two weeks?

In two weeks, we'll have lost the contract to Quest and Oscorp will be dead.

Sometimes you gotta do things yourself.

-Get me the Promachloraperazine. -For what?

It begins oatalyzation when the vapor hits the bloodstream.

40,000 years of evolution

and we've barely even tapped the vastness of human potential.

[glass shatters]

Oh, that's cold.

[bleeping rapidly]

-Norman? -[grunting]

Norman!

Norman!

[grunting]

-Oh, my God. -[continuous beeping]

Oh, my God! Norman?

Oh, my God! Norman!

Norman!

[bleeping]

Back to formula?

[growls]

[clock ticking rapidly]

Weird.

-[knocking on door] -[May] Peter?

-Yeah? -Are you all right?

Uh...

I'm fine.

Any better this morning? Any change?

Change?

Yep. Big change.

-Well, hurry up. You're going to be late. -Right.

Okay.

-[May] Goodness me! -Jeez. I thought you were sick.

I got better.

-[May] You see? -Bye, guys.

You haven't eaten anything. Have you got your lunch money?

Michelangelo, don't forget, we're painting the kitchen right after school.

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 gonna be trash, like her!

-I have to go to school. -Who's stopping you?

Hi, M.J.

Hey, M.J.

I don't know if you realize this, but we've been neighbors since I was six

and I was wondering if maybe we could get together sometime?

-[girl] Hey, M.J. I got the car. Hop in. -Maybe do something fun?

Or, I don't know. I thought it'd be time to get to know each other.

Or not.

-[student] Sorry, Parker, the bus is full! -Hey! Hey!

-Stop the bus! -[student 2] Catch a cab!

-[students laughing] -Tell him to stop!

-[student 3] Check him out! -[student 4] Dork!

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. Osborn? -Sir, I asked her to wait in the foyer.

-Sorry, my father's not feeling well-- -Mr. Osborn, Dr. Stromm 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.

[school bell rings]

[overlapping chatter]

Wow! Great reflexes!

-Thanks. -No problem.

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

You just get contacts?

Well, see you.

[sighs]

[students laughing]

-[student 1] What happened? -[student 2] He's freaking weird.

[student 3] Did you see that?

Parker?

[students laughing]

[slowed-down buzzing]

-[slowed-down yelling] -[student] It's a fight!

-Think you're funny, freak? -Flash, it was an accident.

My fist breaking your teeth. That's the accident.

-Come on, Flash, stop. -I don't wanna fight you, Flash.

I wouldn't wanna fight me neither.

[student] Kick his ass, man.

[Peter] Huh!

[students] Whoa!

Help him, Harry!

[students] Whoa!

[student] How'd he do that?

Which one?

He's all yours, man.

[roars]

[groaning]

[students cheering]

[student] Flash, get up!

Jesus, Parker, you are a freak.

Peter, that was... That was amazing.

[student] I'm out of here. Come on.

[Harry] Peter!

Whoo-hoo!

Ah!

Whoo-hoo!

Go, web!

Fly!

Up, up and away, web!

Shazam!

Go! Go!

Go, web, go!

Tallyho.

[screams]

Whoa!

Argh!

-[M.J.'s father] She back with the beer? -[M.J.'s mother] What?

-[M.J.'s father] Bring me some beer! -[M.J.'s mother] Get off your ass!

-[M.J.'s father] I paid for beer-- -[M.J.] Stop yelling!

[M.J.'s father] You're as stupid as your mother!

[M.J.'s mother] You are drunk!

[M.J.'s father] Where's she going? Where you going?

Look! These dishes are not done. Somebody's gotta do the dishes.

-[M.J.'s mother] You do it, for a change! -[M.J.'s father] Do the dishes!

-[M.J.'s mother] You do the dishes! -[M.J.'s father] I'm going out!

-[M.J.] Were you listening to that? -No.

Well, I heard, but I was just taking out the trash.

I guess you can always hear us.

Well, everybody shouts.

Your aunt and uncle don't.

Oh, they can scream pretty good sometimes.

Listen, M.J., 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 wanna 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 wanna...

What?

No, come on. Try me.

I wanna...

act...

on-stage.

Really?

Oh, that's perfect.

You were 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.

You know...

you're taller than you look.

I hunch.

Don't.

[car horn honking]

[Flash] Hey, M.J. Come take a ride in my new birthday present.

Come on.

I gotta go.

Bye.

-[M.J.] Oh, my God, it's gorgeous! -[Flash] Yeah, right?

-Look at it! -Hop in.

Oh, my God! What a cool car!

[Flash] Pretty tight, huh?

Wait till you hear the sound system.

Hey, don't scratch the leather.

[Flash and M.J.] Whoo-hoo!

Cool car.

[knocking on door]

[May] Peter?

What's… what's going on in there?

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

Well, you're acting so strangely, Peter.

Okay. Thanks.

[evil laughter echoes]

[laughter continues]

Something's bothering him. Maybe he's too embarrassed

to tell me what it is. Maybe I'm too embarrassed to ask him.

I just don't know anymore.

I'm going to the downtown library. I'll see you later.

-Wait, Pete. I'll drive you there, buddy. -No, I'll take the train.

No, I need the exercise. Go on. Go, go.

-Thanks for the ride, Uncle Ben. -Wait a minute, Peter, we need to talk.

-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 know who you are anymore.

You shirk your chores. You have all those weird experiments in your room.

You start fights at school--

I didn't start that fight, I told you that.

-You sure as hell finished it. -Was I supposed to run away?

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 gonna become 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 gonna 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!

Right.

I'll pick you up here at ten.

[crowd cheering and stomping]

[all chanting] Bone Saw! Bone Saw! Bone Saw!

Bone Saw! Bone Saw! Bone Saw! Bone Saw!

[cheering]

One, two, three! That's it!

Who's the man?

-Yeah! -[crowd cheering]

Ladies and gentlemen,

give it up for Bone Saw McGraw!

[crowd cheering]

For $3,000,

is there no one here man enough to stay in the ring

for three minutes with this titan of testosterone?

Who?

I know who.

The Flying Dutchman!

[crowd booing]

Next.

There's no featherweight division here, small fry. Next.

[Peter] No, no. Sign me up.

Okay. You understand the NYWL is not responsible

for any injury you may and probably will sustain while participating in said event?

And you are participating under your own free will?

Yes.

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

Argh!

Told ya! Told ya!

Winner!

Next victim!

Are you ready for more?

Bone Saw is ready!

[announcer] Will the next victim please enter the arena at this time?

If he can withstand just three minutes in the cage with Bone Saw McGraw,

the sum of $3,000 will be paid to...

-What's your name, kid? -[Peter] The Human Spider.

"The Human Spider"? That's it? That's the best you got?

-Yeah. -Oh, that sucks.

The sum of $3000 will be paid to...

the terrifying, the deadly...

the amazing...

Spider-Man!

-My name's "The Human Spider." -I don't care, get out there.

-No, he got my name wrong. -Get out there, you moron.

[crowd booing]

Bone Saw's gonna eat you up and spit you out, little man.

I hope you brought your mommy.

-We'll break you! -You'll need someone to cry to.

I'm gonna rip all eight of your feeble legs off one by one.

Oh, my God! Oh, my legs!

Oh, God. I can't feel my legs.

[crowd chanting] Kill! Kill! Kill! Kill!

Kill! Kill! Kill! Kill!

[crowd chanting] Kill! Kill! Kill!

Cage!

[cheering]

[Peter] Hello? Guys?

Will the guards please lock the cage doors at this time?

Hey, listen, there's some kind of mistake. I didn't sign up for a cage match!

Hey! Unlock the thing! Take the chain off!

Hey, freak show!

You're going nowhere!

I got you for three minutes!

Three minutes of playtime!

[bell rings]

[crowd groans]

-What are you doing up there? -Staying away from you.

That's a cute outfit. Did your husband give it to you?

[Bone Saw growls]

Finish him off!

Smash him!

[crowd chanting] Bone Saw! Bone Saw! Bone Saw!

-Hit him! -Harder!

Kick his spider ass!

Hit him!

[cheering]

One, two, three! That's it! That's it! Winner!

[announcer] Ladies and gentlemen, give it up for the new champion, Spider-Man!

[crowd chanting] Spider-Man! Spider-Man! Spider-Man!

[laughs]

Now get out of here.

A hundred bucks? The ad said 3,000.

Well, check it again, webhead.

It said three grand for three minutes. And you pinned him 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.

[robber] Hurry up!

-Hey! He stole the gate! -Stop that guy!

Stop him! He's got my money!

Thanks.

What's the hell's the matter with you? You let him go!

Cut him off in the lobby and call the cops!

You could've taken that guy apart.

Now he's gonna get away with my money.

I missed the part where that's my problem.

[sirens wailing]

[sirens wailing]

-[officer] Sir, you gotta get back. -[onlooker] What happened?

[officer 2] Old dude, man.

[officer 1] Come on, folks. Keep moving, please. Let's go!

-[onlooker 1] What happened? -[onlooker 2] Someone got hurt.

-Excuse me. Excuse me. Excuse me. -Stay back.

-Stay back! Stay back! -That's my uncle!

-What happened? -Carjacker. He's been shot.

We just called the paramedics. They're on their way.

Uncle Ben?

Uncle Ben.

Uncle Ben?

Peter.

I'm here, Uncle Ben.

Peter.

[officer] They got the shooter. He's headed south on Fifth Avenue.

We got three cars in pursuit.

All right, folks. Come on, help us out, move back.

[police sirens wailing]

Argh!

Argh!

Hey! Hey!

[gunshots]

[yelling]

[officer] Get a unit to the rear!

[officer 2] I got the back!

[panting and grunting]

Who's there?

[both grunting]

Don't hurt me. Just give me a chance. Just give me a chance!

What about my uncle? Did you give him a chance? Did you?

Answer me!

Stop that guy!

Thanks.

[gunshot echoes]

[chuckles]

[gun cocks]

See ya.

-[screaming] -[bones snapping]

No.

[screaming]

[thudding]

[officer on P.A.] Freeze! We've got the place completely surrounded.

[Aunt May wails and sobs]

-Good evening. -General. Good to see you.

Our exoskeleton's got real firepower, General Slocum.

Well, if it does what you say it can, I'll sign that contract tomorrow.

[announcer on P.A.] ...18, 17, 16...

-He's clear, let's go! -[Slocum] 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 of business.

Preflight complete. Mark.

[operator on radio] We are picking up an unidentified object, closing fast.

-What the hell is that? -Can you see anything?

-[evil laughter] -Oh, my God!

Argh!

[crowd cheering]

-Say "chess." -[all] Chess!

Peter! Oh, darling, I'm so proud of you.

You looked so handsome up there.

Pete? Good news.

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

-That's great. -[Norman] 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 want to be with you anymore. Here's your ring.

You know what? Whatever.

Your loss.

You're like a brother to Harry. That makes you family.

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

Can I...? Can I fix you something?

No, thanks.

I missed 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.

[Ben] With great power comes great responsibility.

Remember that, Pete. Remember that.

[robber] Hurry up!

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.

[alarm ringing]

[siren wailing]

Bobby. Get a load of this!

He throws up his hands, ropes come out

and he climbs up the ropes like a spider web.

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

[man] The guy protects us. You know, he protects the people.

Some kind of freaky-loo or something. Wack-a-do.

He stinks and I don't like him.

[robber] Don't move, lady!

Guy with eight hands. Sounds hot.

He has those tights and that tight little--

Dresses like a spider He looks like a bug

But we should all just give him One big hug

Look out, hoo! Here comes the Spider-Man...

"Who 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?

[secretary on intercom] Mr. Jameson, your wife is on line one.

There's a page six problem.

We have a page one problem. Shut up.

-Well? -He's news.

-The clients can't wait. -They're about to.

-He pulled six people off a subway. -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?

[Robbie] He's not fleeing, he's probably going to save somebody else.

He's a hero!

Then why does he wear a mask? Hm? What's he got to hide?

She needs to know if you want chintz or chenille in the dining room.

-Whichever one's cheaper. -Mr. Jameson, it's like this:

We double-booked page six.

See, so both Macy's and Conway's both have three quarters--

-[Robbie] We sold out four printings. -Sold out?

Every copy.

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

-Move Conway to page seven. -There's a problem.

Make it page eight, give 'em ten percent off. Five percent.

-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. We can barely get a glimpse of him.

Aw! 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 wanna be famous? I'll make him infamous!

-Hey! -Buzz off.

-M.J. It's me, Peter. -Hi.

Hey.

-What are you doing around here? -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 a job. -That's great, M.J.

You're doing it. You're living your dream.

Glamour girl! Your drawer was short $6!

Next time that happens I'm gonna take it out of your check!

Excuse me, Miss Watson? I'm talking to you! Hey!

Yes, Enrique! Okay? I get you!

It 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 tables.

He'd think it was low or something.

It'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.

Uh… Well, I'll come by and have some of your Moondance coffee someday.

-And I won't tell Harry. -No, don't tell Harry.

I won't.

I won't tell Harry.

Timing's perfect. Hey.

Five new contracts. It'll be great.

[Norman laughs]

Storming 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 here.

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 you'll tell me who she is. -Who's that?

-This mystery girl Harry's been dating. -Dad.

-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. -It's no problem.

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

I like to earn 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.

[robber] Hello.

[robber] Let's go! Move it!

Watch the street!

[camera clicks]

Whoo!

[robber groans]

[Spider-Man] Cheese!

They're crap. Crap, crap. Megacrap.

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

-Take 'em somewhere else, then. -[secretary on intercom] Your wife says

-the tile for the foyer is out of stock. -Tell her we'll put a rug there.

Sit down. Give me that.

I'll give you 300. That's the standard freelance fee.

-Tear up page one. Run that photo. -[Robbie] Headline?

"Spider-Man, Hero or Menace? Exclusive Daily Bugle Photos."

-Menace? He was protecting that-- -Tell you what, Atticus.

You take the pictures, I'll make up the headlines. That okay with you?

-Yes, sir. -Goody.

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 more shots of that newspaper-selling clown,

maybe I'll take them off your hands.

But I never said you have a job.

Meat. I'll send you a nice box of Christmas meat.

Best I can do. Get out of here. Bring me more photos.

-Hi. -Hi.

Mr. Jameson told me to give that to you.

Ah. Welcome to the Daily Bugle.

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.

[Balkan] Wonderful news, Norman. Wonderful.

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

-What? -Yes, Quest Aerospace is recapitalizing

in the wake of the bombing. 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.

[Fargas] The deal is off if you come with it.

The board expects your resignation in 30 days.

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.

Am I?

[announcer on P.A.] Welcome to Oscorp Industries Unity Day Festival.

Let's hear it for Macy Gray.

[crowd cheering]

[camera clicks]

["My Nutmeg Phantasy" intro plays]

Baby, I know we had a bad day

And you are so mad at me

It don't mean we have to mope around

Picture us on the moon

Happy like a cartoon

[camera clicks]

Believe in love and it will come down

Nutty nutmeg phantasy...

M.J., why didn't you wear the black dress?

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.

M.J., would you do me a favor? I forgot my drink inside. Come on.

-Oh, hi, Mr. Fargas. -Oh, Harry.

Have you seen my father around?

Well, I'm not sure if he's coming today.

-What is that? -Must be new this year.

What is that?

That's our glider!

[crowd cheering]

What the hell was that?

[cackling]

[screaming]

[crowd screaming]

Code three! Code three!

[screaming]

[screaming]

-Oh, my God! Harry! -M.J.!

Harry! Help me! Harry!

[cackling]

Out, am I?

[beeping]

-Mary Jane! -Harry!

-Hello, my dear. -[screams]

It's Spider-Man!

Argh!

-Come on, move, kid. -Come on, Billy!

[mother] Somebody help him! No!

Mommy!

[growls]

-Hold it right there! -I surrender!

-Oh, boy. -Hold it right there!

Impressive!

[cackling]

-[screaming] -Mary Jane!

Help! Someone please help me!

[screaming]

[screaming]

Hold on!

Watch out!

[Goblin] We'll meet again, Spider-Man!

[M.J. screaming]

Hold on, Mary Jane!

[screaming]

[cheering]

Whoo! Well, beats 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.

[Spider-Man] Whoo-hoo!

Incredible? What do you mean he's incredible?

No. All right, wait. Stay there. I'm gonna come over.

No, I'm gonna come--

All right. Fine. Will you call me in the morning?

And we'll go and have breakfast and...

um… I wanna 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 bedbugs-- -[dial tone]

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

Look, Pete, I should have told you about us.

But 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 get some rest.

I'm gonna stay up for a while.

What was that thing?

I don't know.

Whatever it is, somebody has to stop it.

[evil laughter echoes]

Somebody there?

[Goblin] Somebody?

Who said that?

[Goblin] Don't play the innocent with me.

You've known all along.

Where are you?

[Goblin] Follow the cold shiver running down your spine.

I'm right here.

I don't understand.

[Goblin voice] 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 won't.

To do what you can't.

To remove those in your way.

The board members.

You killed them.

We killed them.

We?

Remember?

Your little accident in the laboratory.

The performance enhancers.

Bingo. Me.

Your greatest creation.

Bringing you what you've always wanted.

Power beyond your wildest dreams.

And it's only the beginning.

There's only one who can stop us.

Or imagine if he joined us.

[cackles]

[Jameson] Spider-Man and the Green Goblin.

The Green Goblin. You like that? Made it up myself.

-These weirdos all gotta have a name now. -Mr. Jameson, Spider--

-Hoffman! -Yeah?

Call the patent office. Copyright "Green Goblin." I want a quarter

-every time somebody says it. -How about "Green Meanie"?

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

-That's slander. -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--

[Goblin] Jameson, you slime!

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

I don't know. 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.

[Spider-Man] Set him down, tough guy.

Speak of the devil.

Spider-Man. I knew you two were in this together!

[Spider-Man] Hey, kiddo, let Mom and Dad talk for a minute, will you?

[Goblin] Sleep.

[Spider-Man groans]

[Goblin, echoing] 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!

[Goblin] 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 hot line. Your mom told my aunt, told me.

So you just came by?

I was in the neighborhood. Needed to see a friendly face.

I took two buses and a cab to get in the neighborhood, but...

-So how'd it go? -Um...

They said I needed acting lessons.

A soap opera told me I needed acting lessons.

Let me buy you a cheeseburger.

The 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.

No, thanks. How's it going with...?

Never mind. That's none of my business.

It's not?

Why so interested?

I'm not.

You're not?

-Well, why would I be? -I don't know.

Why would you be?

I, uh… That's a...

I don't know.

Sorry you won't come with us.

[thunder rumbling]

I better run, tiger.

-Hey, check it out, man. -Come on, man.

Hey, where you going, baby? Come on!

[men laughing]

[makes kissing noise]

[growls]

Get off me!

[groaning]

Wait!

You have a knack for getting 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 fan.

Do I get to say thank you this time?

Wait.

[sirens wailing]

[overlapping chatter]

My baby's in there! My baby's in there!

-Let me go! -I can't let you. The roof's collapsing!

-Somebody save my baby! -The roof's about to collapse!

Look! Up there!

Save my baby, please!

[indistinct radio chatter]

No!

-It's okay. Your baby's fine. -Oh, my baby.

[crying]

God bless you, Spider-Man. Bless you.

[officer] 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!

[screaming]

I'm going.

-I'll be here when you get back. -Not coming back, chief.

Go! Go!

[Spider-Man] Where are you?

Where are you?

[whimpering]

[Spider-Man] I'm gonna get you outta here!

It's okay.

You're pathetically predictable.

Like a moth to the flame.

What about my generous proposal?

Are you in or are you out?

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

Wrong answer.

Oh, great.

No one says no to me!

[groans]

-M.J., will you stop goofing around? -Harry, relax.

-[Harry] He's here. -[doorbell buzzes]

-Are you ready? -[Harry] Yeah.

Hi, Aunt May. I'm sorry I'm late.

Work was murder.

-I picked up a fruitcake. -Thank you, Mr. Osborn.

-You look great. -Thanks.

Who is this lovely young lady?

M.J., I'd like you to meet my father, Norman Osborn.

-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'd better have remembered that cranberry sauce.

[Harry] Oh, that's weird. I didn't know he was here.

Peter?

Peter?

[May] Is that you?

[Harry] Pete?

[May] How strange. There's nobody here.

-[Norman] Bit of a slob, isn't he? -All brilliant men are.

-Hey, 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.

[all laugh]

Thank you. Now then, everybody sit down

and we can say grace.

Parker.

[May] Here we go.

-There we are. -[M.J.] It looks delicious.

[May] Norman.

Will you do the honors?

Why, Peter, you're bleeding.

[Peter] Oh, yeah.

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

Well, let me see.

Oh, my goodness.

-Oh, that looks awful. -No, it's nothing.

I'll get the first-aid kit. Then we'll say grace.

This is the boys' first Thanksgiving in this apartment

and we are gonna do things properly.

How did you say that happened?

Bike messenger. Knocked me down.

Uh… If you'll 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. -[Harry] Dad!

Dad, what are you doing?

I planned this so you could meet M.J., and now you have to leave?

I gotta go.

Dad, this girl is important to me.

Harry, please. Look at her.

[Norman] You think a woman like that

is sniffing around because she likes your personality?

[Harry] 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 fast.

Thanks for sticking up for me, Harry.

-You heard? -Everyone heard that creep.

That creep is my father, all right?

If I'm lucky, I'll become half of what he is.

Keep your mouth shut about stuff you don't understand!

Harry Osborn!

I'm sorry, Aunt May.

[Goblin] 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.

[May] 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--

[cackling]

[screams]

Deliver us!

Finish it!

-Finish it! -From evil!

[cackling]

-[doctor] Two milligrams IV. -[May groaning]

[nurse] Get the BP.

[Peter] Aunt May. Is she gonna be okay? What happened?

She's gonna be okay. Look, you have to leave.

-What happened? -[May] Those eyes!

Those horrible yellow eyes!

[May groaning]

He knows who I am.

I'm sorry.

-[M.J.] Will she be okay? -[Peter] 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 Aunt 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.

Would I know his name, this guy?

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

-Trust me. -It's funny.

He's 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, 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'd he say?

Uh… I said…

He asked me what I thought about you.

And what did you say?

I said, uh… "Spider-Man..."

I said, "The great thing about M.J.

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 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?

Well, something like that.

Hey.

[indistinct shouting]

-[evil laughter echoes] -Dad?

[laughter continues]

Dad, is that you?

What is it?

Well, you were right about M.J. 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 4th grade.

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

Oh. 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.

I've lost sight of that somewhere, but I'm gonna make it up to you, Harry.

I'm going to rectify certain inequities.

[growls]

[Goblin] Wake up, little spider.

[May] Wake up.

Go home, dear.

You look awful.

-And you look beautiful. -Well, thank you.

-I don't like to leave you here. -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.

[both chuckle]

A smile. Finally.

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

Hey. You were supposed to be asleep.

[chuckles]

You know, you were about 6 years old

when M.J.'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.

Well, 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.

But--

[ringing tone]

Come on, pick up.

Hey, M.J.--

-[on machine] Sing your song at the beep. -[beep]

M.J., it's Peter. You there?

Hello? You there?

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?

[cackling]

[Goblin] Can Spider-Man come out to play?

Where is she?

[groans]

[gasps]

[car horn honks]

[cackling]

-What is that? -That's cool.

The itsy-bitsy spider Went up the water spout

Down came the goblin And took the spider out

[cackles]

Goblin, what have you done?

[all screaming]

[cackles]

[grunting]

Ah!

Spider-Man! This is why only fools are heroes.

Because you never know when some lunatic will come along

with a sadistic choice!

[M.J. screams]

-Let die the woman you love... -[M.J. screams]

Or...

suffer the little children.

[kids screaming]

-[child 1] Spider-man! -[child 2] Save us!

Save us!

Make your choice, Spider-Man,

and see how a hero is rewarded.

Don't do it, Goblin!

We are who we choose to be.

-Now, choose! -[Spider-Man] No!

[M.J. screams]

[all screaming]

Everybody stay still!

[screams]

[growls]

Ahoy up there! We're gonna bring the barge right under you!

[cackling]

-He's coming back! -Listen! I need you to climb down!

-I can't! -Yes, you can!

[both groaning]

[children screaming]

M.J., you can do it. You have to. Trust me.

Hold on tight and go quickly.

[cackling]

-Hurry! -I can't! I can't do it!

Hang on, Mary Jane!

[M.J. screams]

[M.J. screams]

-He's not gonna make it. -He's gonna make it!

[grunting]

It's time to die!

[man] Come on up here, tough guy! I got something for you!

Leave Spider-Man alone! You're gonna pick on a guy trying to save a bunch of kids?

I got something for your ass!

Mess with Spidey, you mess with New York!

You mess with one of us, you mess with all of us!

Yeah!

[cheering]

Spider-Man, watch out!

[cackling]

Aargh!

Misery, misery, misery. That's what you've chosen.

I offered you friendship

and you spat in my face.

You've spun your last web, Spider-Man.

Had you not been so selfish, 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 nice and slow.

M.J. and I...

we're gonna have a hell of a time.

[groaning]

[Spider-Man roars]

Peter, stop!

Stop! It's me.

Mr. Osborn.

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. But 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.

I have a father.

His name was Ben Parker.

Godspeed, Spider-Man.

Oh.

[Goblin grunting]

Peter...

Don't tell Harry.

[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.

Thank God for you, Peter.

You're the only family I have.

[Peter] 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 gonna 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 make it through this...

so I can 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.

I love you so much, Peter.

[Peter] 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.

[Peter] 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 am so high

I can hear heaven

I am so high

I can hear heaven

Whoa, but heaven

No, heaven don't hear me

And they say that a hero could save us

I'm not gonna stand here and wait

I'll hold onto the wings of the eagles

Watch as we all fly away

Someone told me

Love would all save us

But how can that be

Look what love gave us

A world full of killing

And blood spilling

That world never came

And they say that a hero could save us

I'm not gonna stand here and wait

I'll hold onto the wings of the eagles

Watch as we all fly away

And they say that a hero could save us

I'm not gonna stand here and wait

I'll hold onto the wings of the eagles

Watch as we all fly away

And they're watching us watching us

They're watching us

As we all fly away

Whoa, whoa

Nevertheless am I dressed for the occasion

It's number 32 now here's the situation

If the beat moves your feet then don't change the station

Pack your bags 'cause you're leavin' on a permanent vacation

Well, I'm a disaster A microphone master

Put on the tape and rock your ghetto blaster

It's not about the money at hotels and resorts

It's about sweatin' on the-- in the biker shorts

Now I'm big brown Sal and if you see me runnin' late

'Cause I'm always makin' time to make the girlie feel great

And I'm Bizzy D. from way downtown

I know how to rock the mike like the king and his crown

When I'm on top I'm gonna ball back booty

Hustlin' deals like Mickey Mancootie

When I wake up I like a pan of bacon

Start off the day with my arteries shakin'

Rock, it's what we're all about

It's what we live for Come on, shout it out

Rock, it's what we're all about

It's what we live for Come on, shout it out

Rock, it's what we're all about

It's what we live for Come on, shout it out

Rock, it's what we're all about

It's what we live for Come on, shout it out

Rock, it's what we're all about

It's what we live for Come on, shout it out

Spider-Man, Spider-Man

Does whatever a spider can

Spins a web any size

Catches thieves just like flies

Look out, here comes the Spider-Man

Is he strong? Listen, bud

He's got radioactive blood

Can he swing from a thread?

Take a look overhead

Hey there, there goes the Spider-Man

In the chill of night

At the scene of a crime

Like a streak of light

He arrives just in time

Spider-Man, Spider-Man

Friendly neighborhood Spider-Man

Wealth and fame he's ignored

Action is his reward

To him, life is a great big bang-up

Wherever there's a hang-up

You'll find the Spider-Man