"Ultimate Spiderman" is the first movie in the Ultimate Spiderman film series.


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


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. But, the next day, Richard and Mary die in a plane accident, causing Ben and May to become Peter's legal guardians and raise him.

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 who also constantly bullies Peter. One day, when Flash catches Peter gawking at his girlfriend, he and his best friend, Kenny "Kong" McFarlane, beat him up and toss him in a trash can. Harry tries to help Peter, but Kong just dumps him in a trash can. Peter though is helped by a girl named Gwen Stacy, who helps clean him up and get his glasses from the trash. Peter and Harry introduce themselves and the 3 quickly become friends. Harry tries to encourage Peter to ask her out, but Peter's skeptical since he's still got a crush on Liz. Later, at home, Aunt May tells Peter she found an old briefcase in the attic that belonged to his dad. Peter looks through the briefcase, but only finds his dad's genetic research, which he can hardly understand despite his advanced intelligence. Uncle Ben then comes home and Peter goes 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 and introduces himself to Peter and tells him that his parents worked for him and were his brilliant scientists and is sorry to hear about their death. Norman then introduces the class to his top geneticist, Dr. Curt Connors, who's been working effortlessly to finish what Peter's parents started. Dr. Connors runs into Peter and recognizes him and introduces himself and that his parents were brilliant scientists. He then mentions some of his parents' old experiments he's studying in his lab. Then, while the tour group continues on, Peter sneaks away into Dr. Connors' lab and finds the genetically mutated spiders his parents created. 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 ends up running into some thugs that try to mug him. During the fight though, Peter's revealed to have gained the ability to stick to surfaces, superhuman strength, agility, stamina, and a heightened sense of danger from the spider bite. He quickly heads back to his house and looks through his father's notes and finds out that his parents genetically modified some spiders as test subjects to a serum to genetically engineer soldiers for the military. The next day, 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 defeat Flash, causing Kong to join in, but Peter ends up defeating both of them. This impresses the gym teacher, who offers 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, Peter uses his new enhanced abilities to win the game, gaining Kong's respect, but Flash still refuses to even congratulate Peter. Kong then offers Peter to come to his victory party, 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, allowing Dr. Connors 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 decides not to manufacture it. But when Adrian leaves, Norman calls his scientists to duplicate the design specs for the flight suit to mass-produce it. 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 heads home, where 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. Uncle Ben then starts lecturing him 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 them to tell them where they are and then storms out of the house and heads to Kong's party. Uncle Ben though leaves to go find him. At Kong's party, Kong acts friendly toward Peter and acts nice to him until Flash arrives and starts harassing him. He then spots Harry and Gwen, who are 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 until Gwen's dad, Captain George Stacy arrives and takes Gwen home, before she can get a chance to say goodbye to Peter. Back at the party, Flash and Liz get in a fight, which leads to them breaking up. Peter decides this is his chance and goes to comfort her, but she turns out to be drunk and tries to kiss Peter. But when Peter rejects her, she ends up turning to Harry, who she drunkenly kisses, much to Harry's surprise.

Uncle Ben then arrives at the party and tries 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 store getting robbed. 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, who in turn shoots him when Ben 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 then dies in his arms. Later, the police arrive at the Parker home and tell Aunt May about Ben's murder and tells them that they have a police sketch of the burglar, which Peter keeps. The next day, at school, Peter is comforted by Harry, Gwen, Kong, Liz, and even Flash over his uncle's death, but Peter acts cold towards them and leaves. Later, while walking home from school, Peter spots a wrestling poster in an alley, which inspires him to start designing a costume to allow him to go after Uncle Ben's killer. He also finds some design specs from his father's work about how to build a web-shooter and 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. At Oscorp, Adrian hears about Oscorp selling his flight suit and angrily confronts Norman about it and tells him he stole his idea. Norman doesn't deny it, but tells him that he signed a contract, giving him rights to the suit. Norman then fires Adrian, who threatens to sue Norman, but Norman tells him that he's got the best lawyers in New York and he'll likely lose the case, 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 and searches the city for the burglar. He ends up running into a bank robber named Alex O'Hirn, who he easily defeats and leaves webbed up for the police, leaving Captain Jean DeWolff and George Stacy confused. Peter then ends up finding the burglar in an alley and angrily confronts him about killing his uncle. The burglar becomes scared and fires at him, but Peter dodges his attack and attacks him, defeating him and 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. The next day, some guy on the street manages to get a photo of Peter, but it's too blurry, but it gets printed on the front page of the Daily Bugle, who name Peter Spiderman. The next day, at school, everybody talks about Spiderman and Flash ends up becoming his biggest fan. Peter also apologizes to Gwen for acting rude to her, but she accepts it as grief and the 2 reconcile. Peter then asks her what she thinks of Spiderman, but she 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. Back at Oscorp, Dr. Octavius shows Norman his blueprints for a set of biomechanical arms, but Norman ignores him and leaves, angering Otto. Meanwhile, at his home, Adrian continues working on a new advanced flight suit and even upgrades it by adding weapons and vows to use it to have his revenge on Norman.

Later, Peter walks Gwen home, where he's introduced to her dad, who invites him to stay for dinner. Peter ends up accepting, but gets into a heated argument with George at dinner about Spiderman, causing Gwen to excuse herself and Peter to her room, where they share a moment and end up 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 and Peter finally asks her out, officially becoming a couple. At Oscorp, Dr. Connors reads the Bugle article about Spiderman and realizes he's using the same web-shooters that Richard designed and possesses the same abilities as the spiders, causing him to realize that Peter's Spiderman. The next day, Peter visits Dr. Connors, who confronts him about being Spiderman, which Peter admits and tells him he found his dad's designs on web-shooters and that he was bit by one of the mutant spiders and shows him his powers, much to Dr. Connor's amazement. Dr. Connors though promises to keep his secret identity a secret and to help him whenever he needs him. Meanwhile, outside, Norman and Harry get into a limo to head to the movies when suddenly, Adrian attacks them in his new flight suit. He takes out the guards and grabs Norman and flies off, getting ready to kill him. Peter and Dr. Connors spot this from their window and Peter suits up as Spiderman and goes after Adrian, who he mocks and calls "buzzard". Adrian though tells him he's Vulture and tosses Norman, but Spiderman manages to catch him and get him to safety. After being rescued though, Norman recognizes Spiderman's webs as the ones created by Richard and Mary and realizes that Spiderman was created from Oscorp. Spiderman then continues to battle Vulture across New York, who attacks him with his weapons system. Spiderman manages to damage the suit, but not before he gets severely injured by one of Vulture's weapons. Vulture though manages to escape while Captain Stacy and the police attack Spiderman. Spiderman though manages to escape from them and decides to not go back to Dr. Connors' lab out of fear of him getting arrested and heads to Gwen's house, where he reveals his secret identity to her and she treats his wounds.

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 and the 2 grow closer. Back at Oscorp, Norman fires his head of security and decides to create his own enforcer to protect him from Vulture and Spiderman. He then watches a news report about Alex O'Hirn's arrest and gets an idea. The next day, at Adrian's house, Captain DeWolff and a squad of officers storm the place to arrest him, but Vulture attacks them in his flight suit and kills all of the officers except for DeWolff, who gets severely injured and sent to the hospital. After visiting her, Captain Stacy officially announces the warrant for the arrest of Spiderman and Vulture, who he blames for injuring Jean and taking the law in their own hands. Meanwhile, at prison, an Oscorp official bails Alex out and leads him to a limo where he meets Norman. Along the ride, Norman 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. Later, Otto conducts an experiment on Alex to bond him to a highly durable titanium resin armor that resembles a rhino. Norman calls him "Rhino" and tells him to kill Spiderman and Vulture. The next day, Rhino goes on a rampage throughout the city to get Spiderman's attention. At school, Peter decides to have lunch with Harry to catch up, but when he hears about Rhino's rampage, he ends up blowing him off and suits up as Spiderman, leaving Harry alone.

Downtown, Spiderman shows up and takes on Rhino, who instantly attacks him. Captain Stacy arrives and tries to arrest both Spiderman and Rhino, but when Rhino tosses a car at him, Spiderman saves him and tells him to evacuate the area while he continues battling Rhino. Spiderman tries to use Rhino's temper against him, but ultimately, Rhino ends up stomping on him, causing him to fall 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 ends up escaping. When Peter wakes up in the sewers, 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. 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 healing Peter.

Later, while resting, Peter admits he wanted to tell her his secret, but was afraid of her getting caught in it, but had no choice. Gwen though is pleased he told her and the 2 admit their love for each other and kiss. Then, Captain Stacy comes home and goes into Gwen's room, forcing Peter to hide by sticking to the ceiling. Afterwards, Peter heads home where Aunt May 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 and then leaves to go kill Vulture, but before he leaves, he hears Norman whispering to Dr. Octavius about something and gets suspicious. At his new hideout in an abandoned factory, Adrian watches a new report about Rhino and Spiderman's battle downtown, which Adrian recognizes as Otto's invention and finds an opportunity. That night, while flying through the town in his flight suit, Vulture runs into Rhino, who attacks him. Vulture tries to talk to him while dodging Rhino's attacks until Rhino pins him against against a wall, where Vulture offers them 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 realizes 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. Days later, Captain DeWolff is released from the hospital and instantly returns to duty. Suddenly, Rhino arrives and charges into the Oscorp building and quickly takes out all of the guards and cuts off phone service and then makes his way to Norman's office and contacts Vulture to inform him he's secured the building.

In Norman's office, Norman discusses plans on selling Adrian's flight suit with an assistant when Vulture crashes through the window and takes out the guard and assistant. Norman tries to escape, but Rhino blocks the entrance. Shortly, police surround the building without any way of going in due to Vulture and Rhino holding Norman hostage. Captain Stacy though decides to defy orders and goes in anyway through the back, despite Captain DeWolff's protests. Meanwhile, at school, while making out with Gwen, Flash and Kong interrupt them to show them the news update about the villains taking over Oscorp and holding Norman hostage. Harry then arrives and finds out his dad's in danger, much to his horror. Peter says goodbye to Gwen and sets off toward Oscorp as Spiderman, but Gwen refuses to stay behind and heads to Oscorp in a van she stole. Back at Oscorp, Norman tries to offer Vulture and Rhino money to let him go, but Vulture angrily attacks him while Rhino confronts him about the hidden bomb in his suit. Suddenly, Spiderman swings into the office, causing the 2 villains to attack him. Suddenly, Captain Stacy arrives and opens fire on all 3 of them. Rhino and Vulture attack him, but Spiderman manages to save him. Captain Stacy though refuses to believe that Spiderman isn't a villain and gets ready to arrest him, but Spiderman tells him that he has to trust him to protect Norman, which George agrees to. Spiderman then lures Vulture outside while Captain Stacy fires at Rhino, gaining his attention. Rhino attacks Stacy, who does his best to dodge his attacks while Spiderman battles Vulture outside of the building. Vulture though gains the upper hand against Spiderman and gets ready to kill him, when Spiderman manages to toss him into a generator, short-circuiting his suit and knocking him unconscious. Back inside, Rhino attacks Stacy and manages to severely injure him by impaling him with his horn. During the battle, Rhino crashes through Dr. Connor's lab, destroying it and causing a piece of debris to fall on Dr. Connors' arm, crushing it. Spiderman though arrives and manages to get Stacy and Connors to safety at the top of the tower. Once at the top, Captain Stacy reveals that he's bleeding fast and will most likely die.

Spiderman though refuses to let him die, but Captain Stacy accepts his fate. Spiderman then removes his mask and reveals his secret identity to him, which Captain Stacy reveals he suspected he was. Captain Stacy then makes Peter promise to take care of Gwen, but to also make sure she doesn't get involved and hurt, which Peter agrees to. Captain Stacy then dies, much to Spiderman's dismay. Suddenly, Rhino crashes his way through the roof. Spiderman has Dr. Connors take care of Captain Stacy's body while Rhino tackles Spiderman, causing them to fall off the roof and crash into the street below. Rhino then pins him under his foot and gets ready to crush him when Gwen arrives in the stolen van and rams into Rhino. weakening him. Spiderman shares a moment with Gwen before forcing her to leave. Spiderman then opens up a fire hydrant and blasts Rhino with water, slowing him down while Spiderman slams a truck on him, knocking him unconscious. Later, Captain DeWolff arrest Vulture and Rhino while Spiderman swings back inside to check to see if Norman's ok. Harry though arrives and the 2 reunite. 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 and gives it to Dr. Octavius to study to recreate Spiderman's powers. Back at the rooftop, Spiderman thanks Dr. Connors for looking after George and apologizes for making him lose his arm. 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 and fires at him. Spiderman though manages to escape, but not before Jean swears revenge on Spiderman for George's death. Spiderman then meets with Gwen and tells her about her dad's death, causing her to instantly break down. Peter comforts her, which she knows isn't Peter's fault.

The next day, at Captain Stacy's funeral, which is attended by Peter, Gwen, May, Norman, Harry, Connors, Octavius, Kong, Liz, DeWolff, and Flash, Peter tells Gwen he'll always love her, but decides they need a break. Gwen though realizes that her dad made him promise and they promise to be there for each other and share another kiss before Peter leaves Gwen with Aunt May. But, at school the next day, 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, an imprisoned Adrian and Alex are informed that their bail's been payed and are met in an alleyway by a shadowed man, who tells them that he can give them the ultimate chance at vengeance against Spiderman and Norman and offers them the chance and even gives back their equipment, but upgraded. Adrian and Alex accept and the shadowed man leads them into a limo and they drive off.