"Ultimate Spiderman" is the first movie in the Ultimate Spiderman film series.
Cast[]
Aaron Taylor-Johnson as Peter Parker/Spiderman
Ashley Benson as Gwen Stacy
John Cusack as Norman Osborn
Henry Hopper as Harry Osborn
Richard Gere as Ben Parker
Susan Sarandon as May Parker
Joaquin Phoenix as Dr. Otto Octavius
Hunter Parrish as Flash Thompson
Gabriel Iglesias as Kenny "Kong" McFarlane
Michael Rosenbaum as Adrian Toomes/The Vulture
Gerard Butler as Richard Parker
Rachel Weisz as Mary Parker
Aaron Eckhart as The Burglar
Dave Bautista as Alex O'Hirn/The Rhino
Amanda Seyfried as Liz Allan
Josh Brolin as Captain George Stacy
Maggie Gyllenhaal as Captain Jean DeWolff
Joseph Fiennes as Dr. Curt Connors
Lily Rabe as Helen Stacy
Plot[]
At Oscorp, Norman Osborn visits his top employees, Dr. Richard and Mary Parker, who are busy working on a project to genetically enhance soldiers with superhuman strength, enhanced agility and stamina, etc. Norman is then told by one of his assistants that he's got a phone call in his office. Norman leaves to take the call, but Richard gets suspicious and follows him and overhears Norman's phone conversation that he plans on selling this super-drug to foreign countries who plan to use it to wage war against America. Richard though refuses to let this happen and has him and Mary pack up all of their research, including the spiders they tested their serum on. But, unknown to them, Norman watches them leave through the security camera. The next day, Richard, Mary, and their 2-month old son, Peter come home to find it ransacked. They search the house and find out their spiders are gone, but their research is still safe. Richard and Mary then pack up their stuff and leave with Peter. They drop him off at his Uncle Ben and Aunt May's house, who agree to watch him while they're gone. The next day, 2 men in suits visit Ben and Mary's house and tell them that Richard and Mary died in a plane accident. They then inform them that, according to their will, they want them to become Peter's legal guardian, much to their shock as they look at the young Peter sitting in his crib.
Years later, a teenaged Peter Parker attends Midtown High School with his best friend, Harry Osborn, Norman's son. Peter though has a crush on the prettiest girl in school, Liz Allan, who's dating Flash Thompson, the captain of the school football team and Peter's bully. One day, when Flash catches Peter gawking at his girlfriend, he and his best friend, Kenny "Kong" McFarlane, humilate and beat up Peter and toss him in a trash can. Harry tries to help Peter, but Kong just tosses him in a trash can. Peter and Harry though are helped by a girl named Gwen Stacy, who helps them clean up and get Peter's glasses from the trash. Peter and Harry introduce themselves and the 3 quickly become friends. The next day, after walking Gwen to her class, Peter and Harry head to their own class, where Harry tries to encourage Peter to ask Gwen out, but Peter's skeptical, due to his crush on Liz. Later, at home, Aunt May tells Peter that she found an old briefcase in the attic that belonged to his dad. Peter looks through the briefcase in the kitchen, before he takes it up to his room, but only finds his dad's genetic research inside, which he can hardly understand despite his advanced intelligence. Uncle Ben then comes home and Peter goes down to greet him. The next day, Peter's entire science class, including himself, Harry, Gwen, Flash, Liz, and Kong are going on a field trip to Oscorp.
At Oscorp, Norman greets his son, Harry, much to his embarrassment and then introduces the class to his top engineering scientist, Dr. Otto Octavius. Norman then spots Peter in the crowd and introduces himself to Peter, telling him that his parents worked for him and were his brilliant scientists, before saying that sorry to hear about their death. Norman tells Peter that he might have a bright future at OsCorp, before returning to the tour. Norman then introduces the class to his top geneticist, Dr. Curt Connors, who he explains has been working effortlessly to finish the work of some former employees of his. Dr. Connors runs into Peter and recognizes him and introduces himself. He tells Peter that his parents were brilliant scientists. He then mentions some of his parents' old experiments he's studying in his lab and that he's trying to continue the research they were doing back then. He then offers to show Peter his work sometime. Then, while the tour group continues on, Peter sneaks away into Dr. Connors' lab and finds the genetically mutated spiders his parents created in a habitat. He wonders what they are and takes one out to look at it, but it ends up biting him and then swings off on a web that Peter notices is much thicker and denser than a normal spider-web, almost like a cable. Peter then rejoins the tour group, where Gwen notices he's not looking well. Peter though lies about where he went and that he's fine. After the field trip, Peter decides to head straight home, but gets ambushed in an alley by some thugs that try to mug him. As he struggles to defend himself, Peter realizes that he's changed, as he leaps onto the wall and clings to it, before flipping off and taking down the thugs with enhanced strength. When one thug pulls out a knife, Peter gets a danger warning, allowing him to quickly react and disarm the thug before knocking him out. Peter wonders how he's doing this and if this is from the spider bite. He quickly heads back to his house and looks through his father's notes, where he finds out that his parents genetically modified some spiders as test subjects for a serum to genetically engineer soldiers for the military. The next day, Peter wakes up for school and realizes that he doesn't need his glasses anymore, as he can see perfectly now. At school, he shows off his new abilities to Gwen and Harry during gym class, who're impressed and surprised by his new abilities. Flash notices his new abilities and decides to challenge him to a fight, but Peter uses his enhanced abilities to humilate Flash by dodging all of his attacks before knocking him down, causing Kong to join in, but Peter easily dodges both of them and humilates them by knocking them back with a basketball. The gym teacher sees this and approaches Peter, offering Peter to join the football team, much to Flash's protests. Peter accepts, hoping to finally gain some respect and fame at school.
On Saturday, at Peter's first football game, with Gwen and Harry in the crowd, Peter uses his new enhanced abilities to get ahold of the ball and score a touchdown. By the end of the game, Kong passes the ball to Peter, who then scores the winning touchdown, winning the game and gaining Kong's respect, but Flash still refuses to even congratulate Peter. Kong then offers Peter to come to his victory party at his house, but Peter refuses due to his responsibilities at home. When he comes home, Aunt May and Uncle Ben congratulate him on his victory. Peter then tells them he's gonna be out late, but Uncle Ben tells him to come home at 9:00 to help him fix the family car. Peter then heads to Oscorp and meets up with Dr. Connors and shows him his father's research from the briefcase, which Dr. Connors realizes might be the missing component needed to finish the serum. Meanwhile, at an engineering lab, aerodynamics engineer Adrian Toomes shows off his new advanced magnetic flight-suit to Norman, who's impressed with it, but when he looks over the schematics, he decides not to manufacture it or sign a deal with Adrian, due to complex workings of the suit potentially hindering any test pilots or the cost of manufacturing them. Adrian tries to negoitiate, but Norman tells him that he's made up his mind. Adrian then packs up his flight suit and leaves, saying goodbye to Norman as they shake hands. After Adrian leaves, Norman calls his scientists to duplicate the design specs for the flight suit to mass-produce it, as he still has a copy saved on his computer. Back at Connors' lab, Dr. Connors shows Peter the webs that the spider makes are virtually indestructible cables and shows him an invention he's working on to use those webs as cables for rock climbers, military, etc. Peter then sees the time and tells Dr. Connors that he has to go, thanking him for showing his work before he heads home. When Peter arrives home, he finds out that because he wasn't there to help Uncle Ben work on the car, he ended up injuring himself while working on it by himself. As he heals his injured hand, Uncle Ben starts lecturing Peter on his father's philosophy that "with great power, comes great responsibility". Peter though gets angry at the mention of his dad and yells at Ben and May to tell them where they are, leaving them speechless. Peter then storms out of the house and heads to Kong's party. Uncle Ben though leaves to go find him, with May telling him to bring him back safe. At Kong's party, Kong acts friendly and nice toward Peter, praising him for his football skills, until Flash arrives and starts harassing him, demanding to know how Peter got so athletic overnight, but Peter brushes him off. He then spots Harry and Gwen and goes over to greet them. Harry and Gwen though admit that they're uncomfortable with the party scene and are thinking about leaving. Peter though wants to stay and tries to get them to stay. He and Gwen then talk outside and grow closer, as Gwen tells Peter about her family and having to live under her strict, police captain father, while Peter tells her about living with Ben and May after losing his parents when he was young. The 2 then smile at each other and begin reaching for each other's hand until Gwen's dad, Captain George Stacy arrives and demands Gwen to come home with him. Gwen then says goodbye to Peter and leaves with her dad. George then tells Peter to "not get any funny ideas" about his daughter before he leaves. Back at the party, Flash and Liz get in a fight, which leads to them breaking up. Peter overhears this and comes back inside, where he decides that this is his chance and goes to comfort Liz. Liz though turns out to be drunk and tries to kiss Peter, making him uncomfortable as he rejects her.Liz then ends up turning to Harry, who she drunkenly kisses, much to Harry's surprise.
Uncle Ben then arrives at the party and confronts Peter, trying to get Peter to come home so they can talk, but Peter accuses Ben of acting like his father and storms off again, leaving Ben to follow him. While walking down the streets, he spots a local store getting robbed by a burglar. As the thief runs out with the stolen money, the store owner yells to Peter to stop the thief, but Peter lets the thief run by him and tells the store owner he's got his own problems to worry about. While running after Peter, Uncle Ben accidentally runs into the thief, where Ben notices the burglar's gun. The burglar though shoots Ben when he lunges at him. Peter hears the gunshot and rushes to the scene and is horrified when he finds out it was his Uncle Ben who was shot. The burglar runs off as Peter rushes to his uncle's side, who tells him to remember that "with great power, comes great responsibilities" and that he'll always love him before he dies in his arms. Later, the police arrive at the Parker home and tell Aunt May about Ben's murder. One of the officers then tells them that the store owner provided a sketch of the thief, which Peter asks if he can have a copy. The officer agrees and has the sketch artist make another one before giving it to Peter. The next day, at school, Peter is comforted and consoled by Harry, Gwen, Kong, Liz, and even Flash over his uncle's death, but Peter, still grieving Ben's death, acts coldly distant towards them and leaves, insisting that he wants to be alone. Later, while walking home from school, Peter spots a wrestling poster in an alley, which inspires him as he goes home and starts designing a costume to allow him to go after Uncle Ben's killer. While sifting through his father's work, he finds some design specs from his father's work about how to build a web-shooter, which is of different design than Dr. Connors'. Peter then follows his father's notes and even manages to finish what his father never did, successfully creating web-shooters from the same web-cable the mutant spiders weave by using his chemistry set to find a viable formula to create the substance and building the web-shooters in the garage with Ben's tools and crates of spare parts. At Oscorp, Adrian, having heard about Oscorp selling his flight suit, rushes into the building and angrily confronts Norman about it and tells him he stole his idea. Norman doesn't deny his accusations, but tells him that he signed a non-disclosure contract when he started working at Oscorp, which was to give him exclusive rights to Adrian's technology, the suit and his other inventions, during his tenure at the company. Norman then fires Adrian, telling him that he's outlived his usefulness. An angry Adrian threatens to sue Norman after insisting that he's worked for this company for 8 years and deserves recognition, but Norman tells him that he's got the best lawyers in New York and he'll likely lose the case, before sarcastically thanking Adrian for his employment, causing Adrian to storm out of the building, swearing revenge on Norman.
That night, Peter sets off into the city in his new costume and web-shooters, where he tries them out for the first time after leaping off a rooftop and manages to successfully swing through the city. Peter then begins searching the city for the burglar. Along the way, Peter ends up running into a bank robber named Alex O'Hirn as he makes his getaway through an alley. Peter confronts O'Hirn and uses his powers to easily defeat Alex. After realizing that Alex isn't the burglar, he leaves him webbed up for the police, leaving Captain Jean DeWolff and George Stacy confused when they find him later. Peter continues searching the city, stopping various muggers and thugs, before he finally finds the burglar leaving a local bar. Peter follows the burglar in an alley, before he angrily confronts him about killing his uncle. The burglar becomes scared and fires his gun at him, but Peter dodges his attack and attacks him. As the burglar pleads for mercy, Peter grabs the burglar and pins him to the wall as he prepares to finish him off. Peter though remembers Uncle Ben's last words, causing him to toss the burglar to the ground, leaving him webbed up for the police. Captain Stacy though happens to arrive in time to see the costumed Peter right as he's ready to leave the scene. He tries to stop Peter, but Peter escapes. Unknown to him, a local man watching from his apartment window manages to get a picture of Peter in his costume on his phone. The next day, the local man's photo of Peter gets printed on the front page of the Daily Bugle, despite the photo being too blurry, with the Bugle calling him, "Spiderman." The next day, at school, everybody talks about Spiderman, with Flash immediately claiming himself as his biggest fan as he tells Kong about the muggings and robberies that Spiderman thwarted. Peter also apologizes to Gwen and Harry for acting rude to them, but they forgive him as Harry and Gwen embrace Peter and comfort him. Peter then asks them what they think of Spiderman, but Gwen tells him that her dad doesn't like him, but she thinks of him as a hero, who's yet to show off his true potential. Harry though says that he looks goofy, but seems to be doing good. Back at Oscorp, Dr. Octavius shows Norman his blueprints for a set of biomechanical arms and tries to ask for the funding of his project, but Norman ignores him and leaves, angering Otto. Meanwhile, at his home, Adrian continues working on his advanced flight suit and even upgrades it by adding weapons. After testing the weapons in his garage, he vows to use the suit to have his revenge on Norman.
Later, Peter walks Gwen home, where, upon arrival, he's introduced to her dad, who invites him to stay for dinner, despite Peter's insistence. Peter ends up accepting. Later, at dinner, Peter meets Gwen's mother, Helen. When the topic of Spiderman comes up, George dismisses him as a lawless vigilante, leading him and Peter to get into a heated argument, with Peter arguing that the police should be doing their jobs, causing Gwen to excuse herself and Peter and takes him up to her room. After apologizing, Gwen angrily vents about her overprotective father, before she apologizes for being insensitive to him, causing them to share a moment, which leads them to sharing a kiss. Peter thinks about whether to tell Gwen he's Spiderman, but decides against it, fearing her getting mixed up in his complicated life. The 2 then continue kissing before Peter finally asks her out, which Gwen accepts, officially becoming a couple. At Oscorp, Dr. Connors reads the Bugle article about Spiderman and realizes he's using the same web-shooters that he designed, but are based on a similar, different design. He also barely makes out the spider-shaped logo from the photo, which resembles the symbol from the test spiders, which he's only ever shown to Peter, causing him to realize Peter is Spiderman. The next day, Peter visits Dr. Connors, who confronts him about being Spiderman, which Peter tries to deny, but when Dr. Connors points out the facts, he admits to it and tells him he found his dad's designs on web-shooters and that he was bit by one of the mutant spiders. He then shows him his powers, much to Dr. Connor's amazement. Dr. Connors though promises to keep his secret identity a secret and asks to help him whenever he needs him. Meanwhile, outside, Norman and Harry get into a limo to head to the movies. As they get in, suddenly, Adrian appears in his new flight suit and rips a hole in the limo's roof. The guards outside try to stop him, but Adrian's suit deflects their gunfire and takes out the guards with feather projectiles. He then grabs Norman out of the limo in his talons and flies off, getting ready to kill him. Peter and Dr. Connors hear the commotion and spot Adrian flying by with Norman from their window. Peter then quickly suits up as Spiderman and goes after Adrian, who he mockingly calls "buzzard" as he tries to get Norman from his grasp. Adrian though tells him he's Vulture and tosses Norman high into the air, but Spiderman manages to catch him as he falls and get him to safety back on the ground. After being rescued though, Norman recognizes Spiderman's webs as the ones created by Richard and Mary, realizing that Spiderman was created from Oscorp. Vulture launches a projectile at Norman, but Spiderman catches it. Vulture then tries to escape, but Spiderman chases him across New York, with Vulture attacking him with his weapons system. Spiderman manages to get close enough to damage the suit by tearing into its battery pack, but not before he gets severely injured by one of Vulture's weapons as Vulture knocks him into a nearby dumpster. Vulture then manages to escape, despite the damaged battery, while Captain Stacy and the police arrive and surround Spiderman, ordering him to surrender. Spiderman though dodges their bullets and manages to escape from the police. As he swings off, he decides to not go back to Dr. Connors' lab, due to Oscorp being in close proximity and out of fear of Connors getting arrested, so he heads to Gwen's house, When Gwen arrives home, she heads to her room, where she finds Spiderman, lying on her bed. As she panics, Peter reveals his secret identity to her and manages to calm her down as he tells her that he needs her help. Gwen then goes to get the first aid kit and helps treat his wounds.
Later, while resting, Peter tells Gwen about how he got his powers and his parents' previous involvement with Oscorp. Peter then gets ready to leave, but Gwen decides to let him stay to continue resting, which Peter accepts as the 2 grow closer and embrace as they rest together. Back at Oscorp, Norman fires his head of security for failing to apprehend the Vulture and possibly endangering his son. He then looks over Richard and Mary's work on his computer, wondering how Spiderman is possible with their research. He then turns on the TV and watches a news report about Alex O'Hirn's arrest and gets an idea to create his own enforcer from Spiderman and Vulture. The next day, at Adrian's house, Captain DeWolff and a squad of officers storm the place to arrest him. As they search through his empty house, they stealthily head to the garage, where Vulture lies waiting for them and attacks them in his flight suit, slashing a few officers with his talons before using projectiles to kill the remaining officers, except for DeWolff, who gets hit in the shoulder. Vulture mocks her as he tells her that he's not done until Norman is gets what he deserves and leaves. Captain Stacy and his men arrive, where they find the slaughtered cops as they tend to DeWolff and calll an ambulance to send her to the hospital. At the hospital, DeWolff tells Stacy how Vulture ambushed her and surprised all of them. Stacy angrily curses Vulture and Spiderman's name. When DeWolff insists that Spiderman wasn't involved in her getting hurt, Stacy insists that he started all of this by starting to take the law into his own hands. He then decides to talk to the chief about creating the warrant for the arrests of Spiderman and Vulture. Meanwhile, at prison, as Alex O'Hirn beats a prisoner at arm-wrestling, a guard comes over and tells Alex that he's just made bail. As Alex leaves, he wonders who bailed him out. He then meets with an Oscorp official, who tells him that Norman has taken an interest in him and leads him to a limo where he meets Norman. Along the ride, Norman tells Alex that he followed his story and found it unfair how he was thwarted by Spiderman, but a skeptical Alex asks what he wants from him. Norman then offers Alex the chance to have his revenge on Spiderman, which Alex instantly accepts, despite Norman warning him of the dangers of the experiments he will undergo, but Alex tells him that he just wants revenge on Spiderman for humiliating him, no matter the cost. Later, at Oscorp, Otto explains the procedure to Alex, warning him that the armor will fuse permanently to his skin but Alex brushes him off and insists they start the experiment. Otto then begins conducting the experiment on Alex to bond him to a highly durable titanium resin armor that resembles a rhino by putting a harness on Alex and placing him in a metal pod. Otto then pushes a few buttons and flips some switches as a white, concrete-like substance starts pouring into the pod, covering Alex, who screams in pain as the substances starts bonding to him. Once the substance completely fills the pod, it stops and the pod begins to open. Alex, now in a huge, bulky grey armor with a horn, stumbles out and smashes the pod. A stunned Alex says he feels strange and asks what they did to him, but Norman insists that he fulfilled his promise to him. Norman then calls him "The Rhino" and tells him that he can kill Spiderman, as long as he kills the Vulture as well. The next day, Rhino marchs through the city, smashing cars and destroying structures as people start running and screaming. As he rampages through the city, he calls out for Spiderman to come and face him. At school, Peter and Harry head to the cafeteria to have lunch together and catch up, with Harry asking Peter about his relationship with Gwen. Peter though awkwardly dodges the question as he asks about Harry. Before Harry can start, Peter hears a student with a radio flipping through stations before stopping on a radio broadcast about the Rhino's rampage and his demands to face Spiderman. A suspicious Peter wonders if this is a trap, but realizes that he has to go. He then makes up an excuse to Harry before heading off, leaving Harry alone. Peter then quickly heads into the bathroom and changes into Spiderman before slipping out through the window and heading into the city.
Downtown, Spiderman arrives and notices the destruction before he sees the Rhino and mockingly calls out to him. Rhino quickly spots him and instantly attacks him. Captain Stacy arrives in his squad car and stops Rhino by firing his gun at him. He then tries to arrest both Spiderman and Rhino, but when Rhino tosses a car at him, Spiderman leaps in and saves him. He then tells Stacy to have him and his men evacuate the area while he deals with the Rhino, telling him that they both want to protect people before leaping back into action. Stacy then puts a call over his radio to have his units form a perimeter around the downtown area and keep civilians away. Spiderman then fires his webs at Rhino, but they have no effect as Rhino keeps charging at him. Spiderman though keeps dodging them and tries to attack Rhino directly, but finds his armor to be invulnerable. Rhino then manages to grab Spidey and slams him into a car, asking him if he recognizes him. When Spiderman tells him that he doesn't, the Rhino becomes angry and charges at him, but Spiderman dodges. Rhino then introduces himself, causing Spiderman to recognize him as he wonders how Alex got this suit. Rhino though refuses to tell him and vows to kill him for humiliating him. When Spiderman comments on his anger, Rhino angrily tells him to shut up before throwing a car at him, which Spiderman dodges. Spiderman then gets an idea and starts mocking and insulting Rhino, causing him to angrily charge at him. As Spiderman tries to dodge him, Rhino grabs his leg and slams him to the ground before he brutally stomps on him repeatedly, causing him to fall through the pavement into the sewers below which carries his unconscious body. When Rhino sees a scrap of Spiderman's costume, he believes he's killed him and quickly takes off. When Peter wakes up in the sewers, he finds himself in immense pain as he weakly climbs out. He realizes his ribs are broken and is severely injured. He contemplates whether to go back to Oscorp to have Dr. Connors treat him, but decides not to out of fear of him getting exposed to helping him and ends up heading to Gwen's house, which is closer. Hours later, when Gwen comes to her room, she finds an unmasked Peter on the floor, injured. At first, Gwen freaks out and starts screaming until Peter calms her down and Gwen starts using her first-aid training to start treating Peter, but insists that he needs a hospital, which Peter argues against, noting how suspicious it'll be if he goes to the hospital, before asking her to call Dr. Connors. Later, Dr. Connors arrives and tends to Peter, applying stitches as Gwen wraps him in bandages. Dr. Connors then gives Peter some medicine and asks for some blood samples that he can use to study to determine if his powers will help him heal, which Peter reluctantly accepts. He then tells Peter that he'll call him with results and warns him to lay low for now and avoid straining himself. He then thanks Gwen for calling him and leaves.
Later, while resting, Peter admitsto Gwen that he wanted to tell her his secret, but was afraid of her getting caught in it, but then says that he only told her because he had no other choice. Gwen though is pleased he told her and the 2 admit their love for each other and kiss. Before Gwen can ask about Dr. Connors,the 2 of them hear Captain Stacy come home. When George calls out to Gwen and heads up to her Gwen's room, Peter quickly hides by sticking to the ceiling. George then asks Gwen how she was and wonders if she heard about the Rhino's rampage. Gwen though tells her father that she's fine as she tries to get him to leave with Peter signalling her from the ceiling. George then tells Gwen that he just worries about her, but Gwen quickly shoves him out of the room, insisting that she's fine and will see him at dinner. Peter then comes down and decides to head home as well, since Aunt May is probably worried about him. When Peter arrives home, Aunt May angrily confronts him and berates him for not calling and staying out all night. Peter makes an excuse that he spent the night at Gwen's house, but May ends up crying because she was afraid she lost him just like she lost Ben, causing Peter to comfort her and assure her he's not going anywhere. At Oscorp, Rhino returns to the lab to report to Norman that Spiderman's dead, delivering the scrap of his costume as evidence. Norman praises his work as Dr. Octavius says that Alex's vitals are normal and he seems to be fully-bonded with the suit and that he performed above his expectations. Norman then tells Rhino to find Adrian Toomes and kill him next, which Rhino agrees to as he leaves, As he heads out, Alex notices Norman whispering to Dr. Octavius about something and gets suspicious, but brushes it off as he leaves. At his new hideout in an abandoned factory, Adrian watches a new report about Rhino and Spiderman's battle downtown while repairing his suit. Adrian though recognizes the Rhino's armor as Otto's invention, before noting that he sees an opportunity. That night, while flying through the town in his flight suit, Vulture's sensors manage to detect a large presence in an alleyway below. He then flys down lower and runs into Rhino, who attacks him upon sight. Vulture tries to talk to him while dodging Rhino's attacks until Rhino pins him against a wall, where Vulture offers him to team up to take down Norman and Spiderman. Rhino, at first refuses to trust him, but when Vulture reveals that Norman planted a self-destruct option in his suit, Rhino doubts him. Vulture though has his suit detect a small device near the base of Rhino's neck, causing Rhino to realize Norman betrayed him and agrees to help Vulture. Vulture then leads Rhino back to his hideout to remove the self-destruct and to discuss their plan to take down Norman and Oscorp and Spiderman. 3 days later, Captain DeWolff is released from the hospital, with Captain Stacy picking her up. Despite the doctor's orders, DeWolff tells Stacy to take her back to the station so she can help deal with Spiderman, Vulture and Rhino. Stacy tries to convince her to go home and rest, but DeWolff refuses and tells Stacy to take her back to work, where she promises to take it easy there, which Stacy agrees to. At Oscorp, one of the security guards arrives for his shift as he talks with the receptionist. Outside, Rhino approaches and immediately charges into the Oscorp building, destroying the front entrance. The security guard immediately calls for backup as he fires his gun at Rhino, but Rhino swats him aside. More security guards arrive and surround Rhino, telling him to surrender. When Rhino charges at them, they start firing their guns at him, but Rhino continues onward, smashing through the guards and tossing them aside. After taking out the guards, Rhino makes his way to the building's main electrical generators and begins smashing them, cutting off the power to the entire building, including the phone lines. Rhino then contacts Vulture to tell him that he's secured the building as he starts heading up to Norman's office. Vulture though tells him to wait for him once he gets there, as he wants Norman for himself.
In Norman's office, Norman discusses plans on selling Adrian's flight suit with an assistant when Vulture crashes through the window, swatting the assistant aside. Norman tries calling for security, but realizes the phones are down, so Norman tries to escape, but Rhino blocks the entrance. In their police car, Stacy and DeWolff get a call over the radio about a disturbance at Oscorp, with witnesses having spotted the Rhino attacking, causing Stacy to immediately turn the car around and head there. When they arrive, they find a police barricade around the building, with an officer reporting to Stacy and DeWolff that Rhino's guarding the lobby, preventing any police from getting inside and that Vulture has contacted them, informing them that he has Norman as a hostage. DeWolff then tells the officers to secure the area and keep any media or civilians back and to begin negiotiations with Vulture and Rhino. Captain Stacy though asks an officer if the building has alternate entrances, with the officer telling him that there's a docking bay that hasn't been secured. Stacy then draws his weapon and tells the officer that he's heading inside alone to investigate the situation and to not tell DeWolff. Stacy then heads towards the back of the building. Meanwhile, at school, Peter and Gwen enjoy lunch together, with Gwen telling Peter that she could help him update his web-shooters, but Peter tells her that the web-shooters were designed by his father and weren't easy to build. Flash and Kong then interrupt them to show them the news update on Flash's phone about the villains taking over Oscorp and holding Norman hostage. Harry then arrives as Flash shows him the news update, with Peter, Gwen and Harry watching as the reporter reports that Vulture and Rhino have taken Norman hostage and refuse negiotiations with the police. A horrified Harry quickly realizes that his dad's in danger. Peter pulls Gwen aside and tells her that he has to go stop them. Gwen though insists that they'll kill him, since he's outnumbered, but Peter tells her that he has to save Harry's father, no matter the risk. He then says goodbye to Gwen and sets off toward Oscorp, changing into Spiderman outside. Gwen though refuses to stay behind andtries to convince Flash, Kong and Harry to come with them to Oscorp. Harry accepts, but Flash and Kong are hesitant. A teacher then arrives and forces them to go to class, but Gwen manages to swipe Flash's keys and sneaks off as the teacher escorts Harry, Flash and Kong. Back at Oscorp, Norman tries to offer Vulture and Rhino money to let him go, but Vulture angrily attacks him, telling Norman that he already stole everything from me and doesn't want his money. Rhino then confronts him about the hidden bomb in his suit, but Norman insists that that was part of Octavius's design and was created as a countermeasure, but Rhino tells him that he heard them whispering and refuses to believe they weren't planning on killing him later. Norman then takes out a remote from his desk and apologizes to Rhino before he pushes the button, but nothing happens as Vulture reveals that he removed Rhino's bomb, due to him recognizing Octavius's work. Suddenly, Spiderman swings into the office through the window as he mockingly greets Vulture and Rhino. Vulture then orders Rhino to kill Spiderman as he goes to secure Norman. Suddenly, Captain Stacy arrives and opens fire on all 3 of them, but Rhino shields them from the gunfire. Vulture then soars towards Stacy, but Spiderman manages to pull Stacy out of the way with a web, saving him, before webbing up Vulture and Rhino, binding them for the moment, as Spidey, Norman and Stacy take cover under Norman's desk. Captain Stacy refuses to thank Spiderman, insisting that he's responsible for this and gets ready to arrest him, but Spiderman tells him that he has to trust him to protect Norman, since he's the only chance they got at stopping them, which George agrees to. After freeing himself, Spiderman then lures Vulture outside, swinging around the building with Vulture chasing after him, while Captain Stacy fires at the freed Rhino, gaining his attention. Rhino charges toward Stacy, who quickly gets out of the way as he signals to Norman to escape. Stacy then mocks Rhino, who angrily charges after him again. Outside, Spiderman battles Vulture, with Vulture telling Spiderman that he shouldn't defend scum like Norman as he attacks him with his suit's weapons, knocking Spiderman down onto the rooftop. Before he can get back up, Vulture flies by and slices Spiderman with his wings, severely injuring him before Vulture grabs him in his clawed talons and prepares to kill him. Spiderman desperately tries to free himself as he webs up Vulture's wings, causing them to crash into the rooftop. As Vulture tries to free himself, Spiderman quickly gets back up and swings into Vulture, knocking him into a nearby generator, which explodes as it starts short-circuiting his suit. Spiderman though manages to pull the unconscious Adrian out of the suit before it explodes. Back inside, Rhino continues attacking Stacy, who lures him out of the office as Rhino crashes through Dr. Connors's lab, with Dr. Connors taking cover. Rhino then tosses a computer terminal at Stacy, but Dr. Connors quickly pushes Stacy out of the way as the terminal falls on him, crushing his right arm underneath. Before Stacy can try to save him, Rhino charges at Stacy and brutally impales him through the chest with his horn, much to Dr. Connors's horror. Spiderman though arrives and immediately uses his webbing to blind Rhino, causing him to stumble around as he tries to get the webbing off. Spiderman then lifts the debris off Dr. Connors and helps him to his feet before tending to Captain Stacy, carrying him as he and Dr. Connors head to the window. He then tells Dr. Connors to hang onto him as he swings them all up to the rooftop. Once at the top, Captain Stacy reveals that he's bleeding fast and will most likely die, despite Spiderman's pleas for him to wait until he can get medical attention as he and Dr. Connors start treating the wound.
Spiderman refuses to let him die, but Captain Stacy accepts his fate as Dr. Connors tells Spiderman that the wound is severe and there's not much they can do now. Spiderman then removes his mask and reveals his secret identity to him, telling Stacy to live for his family. Captain Stacy though reveals he suspected he was Spiderman as he admits that he was wrong about him. Captain Stacy then makes Peter promise to take care of Gwen, by making sure she doesn't get involved and hurt, telling Peter to stay away from her, which Peter agrees to. Stacy then tells Peter that he's entrusting the safety of the city and his family to him, before telling him to tell Gwen and Helen that he loves them. Captain Stacy then dies in Peter's arms, much to Spiderman's dismay. Suddenly, Rhino crashes his way through the roof. Spiderman quickly dons his mask and has Dr. Connors take Captain Stacy's body to safety before he faces the Rhino. Spiderman then angrily attacks him as he swears that Rhino will pay for killing Stacy, but Rhino brushes off his attacks as he swats Spiderman aside. As Spiderman gets back up, Rhino tackles Spiderman, causing them to fall off the roof and plummet into the street below. Before Spiderman can recover, Rhino pins him under his foot and gets ready to crush him when Gwen arrives in Flash's car and rams into Rhino, knocking him off. As Gwen gets out and tends to Spiderman, he jokingly chastises her for stealing a car, before he notices that it's Flash's car and chuckles. Spiderman then forces Gwen to leave after they embrace, which Gwen agrees to. As Rhino gets back up, he starts sweating and losing his breath before he smashes open a fire hydrant to cool himself down, which Spiderman notices. Spiderman then spots a manhole cover and opens it up before luring Rhino to follow him into the sewers. As Rhino chases him through the sewers, he continues to sweat and slows down. Spiderman then lures him into the steam tunnels as he gets Rhino to charge into the pipes, blasting him with steam. As Rhino continues smashing steam pipes, Spiderman continues to dodge and mock him, until Rhino manages to slam him into a pipe. Before he can finish him off, Rhino continues to sweat and pant as he realizes that he needs to escape and heads out of the sewers, climbing back to the surface. Before Rhino can recover, Spiderman arrives and knocks him to the ground, before lifting up a huge truck and slamming it down onto the Rhino, causing it to explode as it sends Spiderman flying back. When Spiderman gets back up, he quickly checks the rubble and finds Rhino lying unconscious on the ground. Captain DeWolff then arrives and arrests Rhino as the police charge inside and manage to arrest Vulture. Spiderman then swings back inside to check to see if Norman's ok, but Harry though arrives and happily reunites with his father, as Norman assures him that he's fine. Norman then thanks Spiderman for saving him, but then notices he left some of his blood on a glass shard and then thanks Spiderman before he leaves. Norman then grabs the shard as Dr. Octavius comes over to check on him. Norman though gives the shard to him and tells him they now have a way of discovering the truth about Spiderman. Back at the rooftop, Spiderman arrives and thanks Dr. Connors for looking after George and apologizes for his injuries. Dr. Connors though doesn't blame him when Captain DeWolff arrives and spots George's dead body and an injured Connors and instantly blames Spiderman, opening fire at him as she tries to arrest him. Spiderman though manages to escape, but not before Jean swears revenge on Spiderman for George's death. Spiderman then meets with Gwen down in an alleyway, where she hugs him and congratulates him. A solemn Peter removes his mask as he tells her about her dad's death, which Gwen refuses to believe, but when Peter insists that he's not lying, she instantly breaks down in tears. Peter comforts her as he apologizes for failing to save him, but Gwen tells him that her father was a hero and knew the risks of the job, telling Peter to not blame himself.
2 days later, at Captain Stacy's funeral, which is attended by Peter, Gwen, May, Norman, Helen, Harry, Connors, Octavius, Kong, Liz, DeWolff, and Flash, the priest says a few prayers before laying George's coffin into the ground, with DewWolff consoling Gwen and Helen. After everyone starts to leave, Peter remembers Captain Stacy's last words to him as he goes over to Gwen. He tells Gwen that her father loved him, before he admits that he'll always love her, but then tells her that he thinks they need a break. A shocked Gwen asks him why he's doing this before she sees the look in his eyes and realizes that her dad made him promise. Peter then tells her that he promised her father that he'd keep her safe by staying away from her. Gwen though insists that she'll always love him as they share another kiss before Peter leaves with Aunt May. The next day, at school, Gwen finds a rose webbed in her locker, causing her to smile as Peter watches her from down the hall. Gwen then spots him and the 2 smile at each other.
In a post-credits scene, at Ravencroft Institute, Adrian and Alex sit in their enforced cells, with Adrian cursing Norman as he refuses to give up. A few guards then approach them and tell Adrian and Alex that their bail's been paid. When Adrian tries to ask questions, Alex insists they go with it as the guards let them out and lead them out through the back entrance, where they're approached by a shadowy man. When Adrian asks who he is, the shadowy man tells him that his name's not important, but he works for a powerful individual who's willing to help them get their revenge on Spiderman and help them reach their fullest potential. The shadowy man then gives each of them a briefcase, which contains Adrian and Alex's gear. Adrian asks how he recovered his suit since it was destroyed, but the shadowy man tells him that his benefactor has his "resources," and that their gear has even received a few upgrades. He then asks them if they're both in. Adrian and Alex accept his offer and the shadowy man leads them into a nearby limo, telling them that his boss has big plans for them.