"Ultimate Spiderman 2" is the 2nd movie in the Ultimate Spiderman film series


Aaron Taylor-Johnson as Peter Parker/Spiderman

Ashley Benson as Gwen Stacy

Henry Hopper as Harry Osborn

Molly Quinn as Mary-Jane Watson

John Cusack as Norman Osborn/Green Goblin

Susan Sarandon as May Parker

Joaquin Phoenix as Otto Octavius/Doctor Octopus

Joseph Fiennes as Dr. Curt Connors/Lizard

Hunter Parrish as Eugene "Flash" Thompson

Gabriel Iglesias as Kenny "Kong" McFarlane

Amanda Seyfried as Liz Allan

Maggie Gyllenhaal as Captain Jean DeWolff

Steven Seagal as Hammerhead

Ashley Judd as Dr. Ashley Kafka

John C. McGinley as J. Jonah Jameson

James Earl Jones as Joseph "Robbie" Robertson

Kristen Bell as Betty Brant

Brent Spiner as Dr. Mendell Stromm

Gerald Butler as Richard Parker

Rachel Weisz as Mary Parker

Richard Gere as Ben Parker

Josh Brolin as Captain George Stacy


Years ago, Richard and Mary Parker head to the airport after dropping Peter off at Aunt May and Uncle Ben's house and they board a plane. But, unknown to them, Norman Osborn watches them from his limo and is on a phone call with someone, who tells him the "package" has been delivered. Norman smiles and hangs up. He then watches the airplane take off, but when it flies off the runaway, it suddenly explodes, much to Norman's joy.

In the present, Peter says goodbye to his Aunt May before heading to school when he spots a cop car chasing a van. He quickly changes into Spiderman and manages to apprehend the criminals. But after taking them down, Captain Jean DeWolff orders her men to arrest Spiderman and the cops open fire on him. Spiderman though manages to dodge their attacks and escape from the police. He then quickly rushes into school and meets up with his friend, Harry, who tells him about the new girl, Mary-Jane Watson. Flash, Kong, and Liz then come over and watch Mary-Jane walk down the hall, causing them to all stare in awe, much to Liz's anger. MJ then comes over and flirts with Peter, Harry, Flash, and Kong. Liz then snaps Peter back to reality and tries to ask him out on a date since he broke up with Gwen, but Peter quickly rejects her and tells her he's gotten over her. He then sees Gwen and is about to go over and talk to her when he hallucinates George Stacy, causing him to remember his promise to keep her safe but also to not get her involved and he walks past her.

During class, MJ gets seated next to Peter and she introduces herself and quickly starts flirting with him, much to Peter's discomfort, but he instantly becomes friends with her. After class, Gwen confronts Peter about him ignoring her and asks if they're still together or not, but Peter tells her he made a promise to her dad to keep an eye on her but also keep her away from him to keep her safe. Meanwhile, at Oscorp, Dr. Octavius analyzes the blood sample of Spiderman he obtained and tells Norman that his blood seems to be genetically mutated with the venom of the genetically enhanced spiders, created by Richard and Mary. Norman then tells Otto to reverse-engineer the sample to create a serum that will give him similar abilities, along with one of his top scientists, Dr. Mendell Stromm, who he's bribed to keep this project secret. Otto agrees to it if Norman allows him to conduct his experiment on the mechanical arms, which he's built a prototype, to help him multitask, which Norman agrees to.

When Peter gets home from school, he finds Aunt May in the kitchen, struggling to work on their taxes. May tells him that since Uncle Ben's been gone, she's had trouble paying their taxes since he was the one who supported them with his job. Peter gets her to take a break and tells her he could get a job to help, but May tries to reassure him she's fine and will probably have to sell the house due to it having bad memories of Ben's death. Peter is afraid that they're leaving New York, but May tells him that she's gonna buy a house a couple blocks down the street. Peter then leaves to go visit Dr. Curt Connors at Oscorp, where he now has one arm due to the other being crushed during the battle between Spiderman and Rhino. Peter apologizes to Connors, but Connors doesn't blame him, instead blames it on Osborn. He then tells him he's been working and studying lizard regeneration and create a serum that could regenerate his arm. Peter is amazed when Curt shows him his results from testing on animals and is about to start human trials. Later, Peter leaves and ends up running into Gwen on his way home. The 2 decide to talk and admit their feelings for each other, but Peter tells her he can't be with her due to him still feeling guilty about her dad's death. Meanwhile, at Oscorp, Otto manages to re-create a serum of Spiderman's blood to give them similar abilities. Otto then suggests testing the serum on animals before conducting human trials, but Norman is anxious to see the results and orders Otto to immediately start human trials while he talks it over with the board of directors.

The next day, after school, Peter runs into Mary-Jane and the 2 start talking, where MJ admits that her parents also died in a car accident and that she also lives with aunt, Anna, which Peter can relate to. The 2 grow closer and Peter actually starts to develop some feelings for her as he walks her home. Back at Oscorp, Dr. Connors finishes his regeneration serum and is about to start animal trials when Norman finds out about it and bursts into Connors' lab and orders him to shut down the experiment because of budget cuts and the potential danger the experiment presents. Connors tries to reason with Norman, but Norman refuses to listen to him and orders him to shut it down and leaves. A desperate Connors then decides to test the serum on himself and ends up injecting himself it, causing his arm to grow back. Peter later visits him where he learns about Norman shutting down his project and Connors' new arm. Suddenly, the serum starts to really take effect and causes Connors' skin to turn green and scaly as he begins to grow until he's fully transformed into a huge, hulking lizard creature. Peter tries to calm down Connors and appeal to his humanity when Norman and some guards burst in and open fire on him, causing the Lizard to act on animal instinct and kills the guards and is about to kill Norman when Peter stops him. The Lizard though still recognizes Peter and leaps out of the building and starts terrorizing the city to find a way back into the wild. Peter quickly leaves to change into Spiderman and confronts Norman and Otto about Connors' experiment and them shutting it down. He then tells Otto to begin working on a antidote while he stops the Lizard and the 2 immediately get to work. The Lizard starts terrorizing downtown Manhattan and is about to kill an innocent man until Spiderman arrives and saves him. Spiderman then tries to calm down Lizard and snap him back to his senses, but Captain DeWolff and her men arrive and open fire on Lizard, causing him to attack them, but Spiderman saves them from harm. He then convinces DeWolff to let him handle Lizard while she and the others evacuate the area. Spiderman then continues to battle the Lizard until Otto contacts him and tells him he's finished the antidote. Spiderman then lures him to Oscorp and upstairs where Otto tries to inject him with the antidote, but fails, forcing Spiderman to inject him himself, returning Connors to normal, but with only one arm again. 

Later, after everything's cleared up, Norman, to avoid Oscorp being involved or responsible for the Lizard, sends Curt Connors to Ravencroft Institute and is treated by Dr. Ashley Kafka. During one of their therapy sessions, Dr. Kafka tries to ask him about his accident that resulted in him losing his arm and his obsession to get it back, but Dr. Connors just snaps at her that he's fine and that he's only here because of Norman, causing Dr. Kafka to assume he's mentally unstable and orders him to be locked up. The next day, at school, Peter, who's developed feelings for Mary-Jane, decides to ask her out until Harry tells him he plans on asking her out as well. Peter tells him that's fine and Harry then goes and asks her out, which she accepts. Peter then sees Gwen and is about to go talk to her until he hallucinates seeing Captain Stacy again and decides against it. Flash, Kong, and Liz then talk about Spiderman, who Kong believes is Peter due to him remembering that the genetic spiders were created by Peter's parents and that Peter snuck away from the tour group. Flash and Liz though don't believe him, so Kong decides to prove it to them by charging at Peter and attacking them. Peter senses his attack with his spider-sense, but takes the hit to protect his identity. Flash and Liz then confront him on hurting Peter, and Kong apologizes while Liz helps him up. Liz then tells him she still has feelings for him and asks him out on a date, which Peter accepts to help him get over his breakup with Gwen and Harry and MJ. While walking home, he spots an ad in the Daily Bugle for photos of Spiderman, which interests him. When Peter comes home, he tells May his plans to help out her money problems and then asks about his dad's old camera in the attic.

At Oscorp, Norman meets with the Board of Directors to discuss the genetically-enhanced serum that it could enhance soldiers' agility, strength, and reflexes and could even provide a cure for diseases like cancer, Alzheimer's, etc, but the board also mention that the risks are too high and that they're only had one successful subject, Spiderman, and that it's too dangerous and decide to not conduct human trials, much to Norman's anger. That night, in his office, Norman decides to test the serum on himself, which at first does nothing until Norman starts hallucinating and passes out. He is woken up the next morning by Harry, who came to visit him. Norman assures Harry he's fine and continues on as if nothing happened. Meanwhile, Peter, on his date with Liz, doesn't pay attention to her, instead thinks only about Gwen and MJ. Liz notices he isn't interested in this date and tries to talk to him and support him and then tries to kiss him, which Peter refuses and tells Liz that he doesn't have any feelings for her anymore and leaves her heartbroken. Later, while stopping a robbery as Spiderman, he shoots a few pictures and then heads to the Daily Bugle where first, he meets Betty Brant, who acts sweet and kind to him. He then meets the boss, J. Jonah Jameson, who's a loud and obnoxious and blowhard who hates Spiderman and thinks he's a menace and a villain. Peter shows him the photos and even Jonah's editor, Joseph Robertson finds the photos impressive. When Jonah asks him how he got these shots, Peter just lies and says that he happened to be walking to school when he saw this. Jonah pays him $100 for each photo, earning him $400. He then happily returns home and shows May the money and tells her that they no longer have to sell the house. May though tells him that she wants to sell the house and then breaks down and says that everything around her reminds her of Ben and just wants to escape the painful memories, which Peter comforts her over as he has visions about Uncle Ben's death on the night he died.

The next day, at school, Peter goes to talk to MJ when he sees her making out with Harry and leaves. Gwen then confronts him and demands him to tell her why he's avoiding her. Peter takes her to a broom closet where he confesses his guilt about her father and his uncle's death and that he doesn't want to lose her like he lost them because of his powers, but Gwen kisses him and assures him that he'll never lose her. Peter though refuses to take the chance, but the 2 decide to remain friends. Back at Ravencroft, Dr. Kafka continues to treat Dr. Connors, who tries to warn her about Norman and his evil intentions, but she passes it off as delusion and decides to resort to shock therapy. During the session, Dr. Connors pretends to calm down and make a breakthrough, much to Dr. Kafka's joy. At Osborn manor, Norman continues to have visions and hallucinations and even has a talk with himself in a mirror, who acts all insane and crazy. Norman though passes it off as from not getting enough sleep. But the other effects of the serum start to take effect as he has a mental breakdown when the butler tries to help him and ends him shoving him with his super-strength, severely injuring him. Norman starts to realize that the serum's not only effecting him physically, but mentally as well. Meanwhile, after school, Peter, Gwen, Liz, Harry, Kong, Flash, and MJ hang out together at the mall when a limo pulls up and Harry is told he has to get home and see his father, so he says goodbye to MJ and leaves in the limo, much to Harry's embarrassment. Norman continues to act a little crazy while in a board meeting and excuses himself. Otto then confronts him about his mechanical arms, which Norman agrees to set up. One of the board of directors confronts Norman in his office about leaving the meeting, but Norman, who's under a lot of stress, in an act of mania and hysteria kills the man with his stapler. Norman then stares at himself in horror at what the serum's doing to him and breaks down, which turns into maniacal laughter.

Later, at Oscorp, Norman oversees the procedure to install the mechanical arms into Otto's spinal cord, which will give him extra hands around the lab. The process starts off well until Norman, in another psychotic episode, kills the scientists and then sabotages the experiment, causing the arms to go awry as they permanently fuse to Otto's spine, much to Otto's pain. Otto then passes out from the pain and when he wakes up, Norman lies and tells Otto that the experiment went wrong and that the arms are now permanently fused to his spine after running some x-rays and that he killed the 2 scientists with the arms. Otto, in a fit of rage, attacks Norman and the security guards. He kills the guards and is about to kill Norman, blaming him for his accident, until more guards arrive, forcing him to let Norman go and escape. He then starts charging through the city with his arms, trying to escape, causing destruction on the streets. At the mall, Peter and his friends see the news report about Otto's attack and Peter has to go. Gwen understands and promises to help cover him up. Peter then heads to the bathroom to change into his outfit. He then heads out the exit door, but unknown to him, Kong spots something and follows him. He then sees Peter put his mask on and swinging off on a web to fight Dr. Octavius, causing Kong to learn his secret identity, but only smiles as he rejoins his friends.

Downtown, Otto continues to destroy the city, but is only desperately trying to escape from authorities. Captain DeWolff and her men arrive and try to stop Otto, but Otto unintentionally kills all of her men and is about kill her when Spiderman arrives and saves her. He tells DeWolff to clear the area and provide backup and then leaps into action against Otto, who he jokingly calls "Doctor Octopus" or "Doc Ock", much to Otto's anger. Doc Ock angrily attacks Spiderman with his arms, which at first proves difficult for Spiderman after getting attacked and Doc Ock traps him in his arms, but he manages to escape from them and lures him down. DeWolff then distracts him by shooting at him. Spiderman then attacks him again, but ends up getting tossed into the Oscorp building, where he finds an injured Norman, who reveals to him that he created a failsafe device in the arms that'll deactivate the arms and then gives him the remote. Spiderman then continues battling him and saving DeWolff again, who was about to be crushed by Doc Ock. Spiderman then activates the fail-safe, causing his arms to short-circuit, but not before he uses the last of his strength to injure Spiderman, destroying the remote. Later, Doctor Octopus is taken to Ravencroft where Dr. Kafka analyzes him. But he ends up flying into a blind rage and tries to activate the arms, and blames Norman for his accident, forcing Dr. Kafka to sedate him and lock him up in a cell next to Dr. Connors. Otto starts frantically thrashing, trying to escape while cursing out Norman, but Curt convinces him that it's hopeless and that Norman has them both locked up and they're be here for a while. Peter returns to the mall, but finds out they all left, except for Gwen. The 2 talk while walking down the streets and have a friendly conversation. The next day, Peter visits the Bugle where he shows Jonah his photos of Spidey's battle with Doc Ock, but Jonah believes the 2 are working together and staged this whole battle, but nonetheless agrees to pay him for the photos. While walking out, Betty complains to Robbie about the internet not working, causing Peter to help them repair the connection and update the website. J. Jonah Jameson sees this and is impressed by his computer skills and offers him a job at the Bugle as the web designer, which Peter agrees to, but still wants to be a photographer. Jonah though agrees to pay him for his photos of Spiderman.

At home, Norman continues to fight through the visions and hallucinations until he finally snaps after seeing the news report about Spiderman battling Doctor Octopus. He laughs maniacally while thinking about his plan to kill Spiderman for doing this to him. He then heads to Oscorp and demands to be taken to the special units wing, but when he's refused, Norman ends up killing the security guards and scientists until he makes it to the special units wing and dons an advanced exoskeleton and glider, which he alters to look more demonic. He then flies out of the building laughing like a maniac. The next day, Peter heads to Oscorp, claiming to come see Harry, but is really investigating recent activities, such as Dr. Connors and Dr. Octavius's accidents. He tries hacking into the Oscorp database, but is restricted and caught by guards. He makes a hasty exit, while using his abilities to escape. He then grows suspicious of Norman and heads home. He heads home and looks through his father and mother's old research and ends up finding a flashdrive hidden in his father's microscope. When he installs it into his laptop, it plays a message from Richard, saying that he and his wife were scientists, developing genetic reconstruction to help cure cancer and other diseases, but he found out that Norman was planning on using their research to sell to foreign leaders for weapons, causing him and Mary to flee the city. He then says that he destroyed all of the genetically modified spiders to prevent Norman from using them and then says he plans on leaving the country with Mary tomorrow. That night, Norman, in an attempt to get Spiderman's attention, starts tossing explosives on the Golden Gate Bridge, destroying and tossing cars, where Gwen is at, taking a taxi home from work. Peter ends up learning about it when he sees it from the shore and suits up. He swings to the bridge and saves a few people before Norman attacks him. Spiderman fights back thought, but Norman injures him with explosives. Spiderman asks him who he is, causing Norman to joke that he's the Green Goblin and that he's been wanting to meet him for a while.

Spiderman though continues battling him until he sees Gwen running through the crowd. Green Goblin then tosses another bomb into the crowd, causing Spiderman to swing through the crowd and scoop Gwen up. He gets her to safety and is about to leave, but Gwen refuses to stay behind and wants to help him, causing Spiderman to set her down on top of the bridge to prevent her from getting hurt. He then continues to battle the Goblin until the police arrive and start firing at Green Goblin. He tosses another explosive at DeWolff and her men, but Spiderman saves them from the bomb. Green Goblin though takes advantage of this distraction to escape. After this, DeWolff apologizes to Spiderman for blaming him for Captain Stacy's death and officially makes him an ally of the police, which Spidey accepts. Meanwhile, Green Goblin realizes that to destroy Spiderman, he'll need help, so he heads to Ravencroft. Inside, Dr. Octopus is in the middle of a therapy session with Dr. Kafka, surrounded by several guards. Goblin then pushes a button on his suit, which reactivates Otto's arms. When he realizes the arms are back online, he kills all of the guards and is about to kill Dr. Kafka when Goblin reveals himself and offers him the chance to team up and take down Spiderman and Norman, who Otto doesn't know is the Green Goblin yet. Otto accepts and the 2 decide to kill Dr. Kafka when Dr. Connors frees himself from his cell and saves Dr. Kafka, but ends up severely injured. Goblin and Doc Ock then escape with their plan to kill Spiderman. Back at the bridge, DeWolff and her men secure the bridge while Spiderman tends to Gwen. He takes his mask off and admits he was scared he would lose her and they admit they love each other. Peter then tells her that he doesn't care anymore, he now knows that he can't stand being just friends and the 2 officially get back together and become a couple again.

At Oscorp, Green Goblin and Doctor Octopus break inside where they upgrade their equipment while Doc Ock also builds a few Octobots to broadcast the death of Spiderman. The 2 then set off to carry out their plan. Using the Octobots, they broadcast to the city that they'll destroy the city if Spiderman doesn't reveal himself to them. At the bridge, Peter and Gwen watch the broadcast and then Peter puts his mask on and is ready to go face them. Gwen tries to stop him, but Spiderman tells her he's got to do this and gets her back on the ground to get to safety and then sets off to face them. Once in the city, he's viciously attacked by Dr. Octopus and his Octobots. Spiderman has a hard time fighting them and is almost killed. In the crowd is Flash and Kong. Kong sees Peter in trouble and convinces Flash to help Spiderman and they start tossing rocks at the Octobots and Doc Ock, gaining their attention. They then attack them, but Spiderman recovers and saves them and then continues battling Doc Ock and the Octobots. Meanwhile, Gwen runs through the city to help Peter and sees him struggling to beat the Octobots. She then sees a power generator and calls Spiderman and tells him to try and get them to the generator. Spiderman then manages to escape from the Octobots and swings off, causing Doc Ock to order the Octobots after him. At the generator, Gwen manages to rewire some of the circuits. At the generator, the Octobots attack Spidey again and almost kill him until Gwen flips the switch, causing a huge burst of electricity to hit the Octobots, causing them to explode.

Doc Ock sees his Octobots get destroyed and angrily attacks Spiderman. Gwen tries to rewire the generator again, but Doc Ock grabs her. Spiderman though manages to escape and saves Gwen and orders her to quickly leave, which she obeys. Spiderman and Doc Ock continue to battle, which takes them from the generator to the top of Oscorp. At a cafe, Harry and MJ watch Spiderman and Doc Ock's battle at Oscorp, causing Harry to get worried about his dad. He then gets ready to go, but MJ stops him and tells him he could get hurt, but Harry says he's gotta go help his dad, causing MJ to go with him to Oscorp. At the battle, Spiderman and Doc Ock continue to battle until the Green Goblin shows up and ends up tossing explosives at both of them. Spiderman though manages to save Doc Ock from falling. Green Goblin then reveals his identity as Norman to them and mocks them, much to Doc Ock's anger. Goblin also reveals that he deliberately sabotaged Otto's experiment to kill him because he saw him as a threat, angering Doc Ock even more and attacks Goblin, who pushes a button on his suit, deactivating his arms again and then knocks him unconscious. Spiderman though makes a web to catch his unconscious body. Green Goblin then attacks Spiderman and injures him by electrocuting him and then tosses him through a window into an Oscorp office. They continue to battle until Norman reveals that he took a sample of his blood and created a serum that made him go insane and blames him for turning him into a freak. Meanwhile, Harry and MJ arrive at Oscorp and quickly rush up the stairs. They get caught by a cop, but MJ distracts him while Harry continues on up the stairs. Spiderman and Goblin continue to battle and Goblin gains the upper hand and his mask comes off, exposing his secret identity to Goblin. Goblin though finds pleasure in this and to mock him, he reveals that he planted a bomb on his parents' plane, which is what caused them to die, angering Spiderman so much that he viciously beats Norman, but hesitates to kill him. Norman though activates all of his remaining bombs, causing Spiderman to duck and cover. He then runs to Norman's side, who just laughs maniacally and tells him that he'll find a way to have his revenge on him, one way or another and then dies from his wounds. Peter puts his mask back on while Harry runs inside and sees Spiderman standing over his father. Spiderman takes off while Harry rushes to his father's side and starts crying and sobbing and cursing Spiderman's name, swearing revenge. MJ then comes running up the stairs and when she sees Norman lying on the floor, she goes over to Harry to comfort him.

The next day, everyone in the city finds out that Norman Osborn was the Green Goblin and is dead, but J. Jonah Jameson publishes that Spiderman murdered him, much to Peter's anger. A funeral is then held for Norman, which is attended by Harry, Peter, Gwen, MJ, May, Flash, Liz, Kong, Dr. Connors, J. Jonah, Robbie, Betty, and DeWolff. Peter tries to comfort Harry, who acts cold and distant, but swears that he'll kill Spiderman for murdering his father and turning him into a freak and then walks off with MJ, much to Peter's dismay. Gwen then comforts Peter, who's sad and upset that Norman's dead and Harry hates Spiderman, but Gwen tells him that she doesn't hate him and the 2 share a kiss as they walk off together. The next day, Dr. Connors is released from Ravencroft after the police find evidence that Norman caused his accident and his sentence, along with Otto's as well, but Otto remains in the facility. Meanwhile, while packing up all the stuff at his old house to move to their new house, Peter stares at a photo of Uncle Ben and imagines him, along with Norman, and Captain Stacy as those responsible for being dead because of him. He and May then leave their old house forever and head on down to their new home down the street.

In a post-credits scene, in his cell, Doc Ock is visited by the man in the shadows again, who reveals himself to be Hammerhead and tells him that he works for the Kingpin and that he's assembling a team to take down Spiderman once and for all and offers him a position on the team. At first, Otto refuses, but when Hammerhead pulls out a remote and reactivates his arms, Doc Ock accepts and then uses his new arms to bust out of his cell and then drives off in a limo with Hammerhead.

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