PlotEditA long time ago Richard Parker, Eddie Brock, and Curt Connors created a slimey, black substance that could increase strength if you wear it. The secret of the substance was only known by Norman Osborn, Richard Parker, Eddie Brock, and Curt Connors. However, one night Octavius Industries, a rival company of Oscorp heard the secret from a spy who went inside Oscorp. They needed to know the formula to make it, though, and hired an assassin named Chameleon to infiltrate Richard Parkers home and search for the formula. This is the reason Richard took off in a plane and left Peter with his Uncle Ben and Aunt May. Chameleon infiltrated and crashed the plane, surviving by jumping out the window before it crashed. Ever since the plane crash, Octavius Industries stayed away from Oscorp and avoided any media about the plane crash or ever mentioning it. However, since the terror of such villains as The Lizard, The Vulture, and The Rhino, much controversy has been surrounding Oscorp, making it the perfect time to strike. One night, Herman Schultz of Octavius Industries snuck in and found the substance. He stole it, but set off an alarm, and was attacked by security. During the chaos, the substance escaped, and crawled away. Norman Osborn was informed by Mendell Stromm, and decided with the substance out on the loose, he had to tell Peter Parker, the latest intern and Richard's son, the truth. Upon hearing this Peter was mad. He quit his job and was depressed... he felt hatred towards Oscorp for keeping this from him, and it attracted the substance... as the one flaw ith the project was... it fed off of hatred. Meanwhile, an Oscorp employee, Maxwell Dillon, who doesn't get paid well, goes to get money the easiest way possible... burglary. He is confronted by the black-suited Spider-Man, who brutally beats him. Dillon escapes before the cops come and go to his lab at Oscorp. He wanted to get revenge on Spider-Man. All he wanted was money for his family, he was a good guy. A good guy who did bad things. So, to get revenge, he worked secretly on a project that will give him super powers to compete with Spider-Man. Meanwhile, Norman needed more of the medicine he was using to keep him alive, as he was getting weaker. He was all out, and rushed to Oscorp, where he was confronted by the new Spider-Man. more to be added...
- Andrew Garfield - Peter Parker/Spider-Man, the hero
- Kevin Bacon - Norman Osborn/Green Goblin, one of the main villains
- Sally Field - May Parker, Peters aunt
- Martin Sheen - Ben Parker (flashback only), Peters deceased uncle
- Emma Stone - Gwen Stacy (dies), Peters love interest
- Amanda Seyfried - Mary Jane Watson, the new girl
- Rhys Ifans - Curt Connors, a once brilliant doctor now jailed on The Raft, a super-prison
- Ben Foster - Max Dillon/Electro, minor villain
- Holt McCallany - Eddie Brock/Venom, one of the main villains
- Michael Massee - Otto Octavius, a man Curt Connors hallucinated about in jail.
- Patrick Dempsey - The Chameleon, an assassin who was hired to kill Peters parents a long time ago
- Stan Lee - Stan The Librarian
- David Tennant - Herman Schultz
- Michael Douglas - Mendell Stromm
- Kevin McHale - Harry Osborn
Spider-Man is shown swinging around the city in his black suit as Green Goblins voice is heard ("The darkness in you... in me... were both time-bombs. Waiting to explode, and when we do, we'll take the whole city with us") Then Spider-Man ripping off his black suit, Max Dillon in his lab, and at the end... Venoms face is shown as the letter 3 comes across the screen.
Peter talking with Gwen about her dad, black suit Spider-Man fights Max Dillon, the plane crash that killed Peters parents, and at the end, Spider-Man in his black suit climbing up Octavius Industries.
- LEGO Spider-Man sets based off the movie were released.
- Several toys (even including characters who weren't in the movie like Mysterio and Toxin) were released.
- Spider-Mans web shooters, an Electro mask, and a black suit Spider-Man costume were released.
- A video-game was released taking place between Amazing Spider-Man II and Amazing Spider-Man III.