"Ultimate Spiderman 4" is the 4th movie in the Ultimate Spiderman film series.


Aaron Taylor-Johnson as Peter Parker/Spiderman and Spiderman Clone

Molly Quinn as Mary-Jane Watson

Susan Sarandon as May Parker

Joseph Fiennes as Dr. Curt Connors

Hunter Parrish as Eugene "Flash" Thompson

Amanda Seyfried as Liz Allan

Gabriel Iglesias as Kenny "Kong" McFarlane

John C. McGinley as J. Jonah Jameson

Kristen Bell as Betty Brant

James Earl Jones as Joseph "Robbie" Robertson

Harrison Ford as Ben Urich

Sam Elliot as Dr. Miles Warren

Chris Pine as John Jameson

Tom Hardy as Edward "Eddie" Brock Jr./Venom

Taylor Lautner as Mark Raxton

Gale Harold as Flint Marko/Sandman

Olivia Wilde as Felicia Hardy/Black Cat

Elijah Wood as Alistair Smythe

Ed Harris as Spencer Smythe

Robert Redford as Donald Menken

George Wendt as Wilson Fisk/Kingpin

Lisa Arch as Vanessa Fisk

Steven Seagal as Hammerhead

Owen Wilson as Ned Leeds

Ashley Judd as Dr. Ashley Kafka

Julie Andrews as Cassandra Webb

Richard Gere as Ben Parker

Josh Brolin as Captain George Stacy

Ashley Benson as Gwen Stacy

Henry Hopper as Harry Osborn

Maggie Gyllenhaal as Captain Jean DeWolff

John Cusack as Norman Osborn

Corey Stoll as Raymond Warren

Gerald Butler as Richard Parker

Rachel Weisz as Mary Parker

Brad Pitt as Edward Brock Sr.

Aaron Eckhart as the Burglar


Peter, MJ, Flash, Liz, and Kong now all attend Empire State University. Peter struggles to maintain a normal life after destroying his web shooters and getting rid of his costume. Kong tries to convince him to don the costume again, but Peter still feels guilty for being responsible for the deaths of Uncle Ben, Captain Stacy, Captain DeWolff, Harry, Norman, and Gwen. Peter finally moves out of Aunt May's house and buys an apartment in Queens. Meanwhile, the people of New York have noticed Spiderman's absence and the Daily Bugle start publishing articles about what happened to him. But J. Jonah Jameson is ecstatic that Spiderman is gone and chooses to make the front page about his son, John Jameson's space shuttle mission. At the Bugle, reporter Ben Urich asks Peter about Spiderman's disappearance, but Peter lies and says he doesn't know anything about that. Ben though decides to tell him the truth and reveals that he figured out he was Spiderman months ago while doing an investigative report on the hero. He promises though to keep his identity a secret.

At Oscorp, the new CEO, Donald Menken announces the start of a new particle accelerator project that is sure to boost Oscorp to new levels. After Dr. Miles Warren's class, Peter decides to visit Gwen's grave and is surprised to find MJ there as well. MJ and Peter mourn Gwen's death together and they end up hugging, which leads to them kissing. Peter and MJ though finally realize what they're doing and stop and agree to never talk about it, for Gwen's sake. Meanwhile, at Liz's apartment, Flash visits and asks her how she's doing with the baby that she had with Harry. She tells him that she's doing fine and asks him why he's here, but Flash just says he's here to make sure she's ok, revealing that he still has feelings for her. Flash promises to do whatever he can to help her through this pregnancy and the 2 are about to kiss, when they're interrupted by the arrival of Liz's half-brother, Mark Raxton, a rockstar, who heard about her pregnancy and immediately returned to New York during his tour to help her out. Mark then meets Flash, who is a bit upset that he interrupted their moment, but the 2 seem to get along. At the university, Dr. Warren continues to try and clone Gwen from the strand of hair he acquired, but is unable to. He blames Spiderman for killing his beloved Gwen and vows to find a way to have his revenge. He then remembered that the NYPD acquired a DNA sample of Spiderman's blood from his battle against the Green Goblin and Doc Ock, but chose to not use it due to their support for Spiderman. He then gets an idea and vows to a picture of Gwen that he'll make him for pay for taking her from him.

On the other side of town, Felicia Hardy watches a news report about Spiderman's disappearance, causing her to wonder where he is and even admits that she got a crush on him after he saved her life. She then looks outside and sees some of Kingpin's goons beating up a man. She decides to act, but before she does, she dons a costume she wore at a costume party along with a white wig and quickly disposes of the men with her acrobatic skills. The goons quickly run off while the man thanks her for her help. Felicia then decides that to honor Spiderman, she'll protect the neighborhood from evil. She then decides to tweak her costume and white wig and becomes the Black Cat. At his apartment, Peter sits around, watching news reports about Spiderman's disappearance, when he gets a call from his childhood friend, Eddie Brock Jr., who tells him he's coming to town to visit him. The next day, the 2 meet up at the beach and catch up. Eddie reveals that he's studying to be a geneticist like their fathers. It is then revealed that Peter's dad and Eddie's dad worked together at Oscorp for years. In a flashback, Richard Parker and Eddie Brock Sr. are busy trying to develop a cure for cancer by studying stem cells. Eddie then tells Richard that he and his wife are taking a trip to California to present their research on stem cells and invites him to come along, but Richard refuses because he needs to take care of Mary, who's pregnant with Peter, so Eddie instead asks Richard to look after a four-year old Eddie Jr., which Richard agrees to. But, unknown to them, Norman watches them and tells his assistant, a young Donald Menken that Eddie Sr.'s research is proven too valuable to pass up and orders him to have him "taken care of" so he can have his research and make money off of it. 2 days later, Eddie Sr. and his wife board their plane, but it ends up exploding and sinks to the bottom of the ocean, killing them. Donald then reveals to Norman that he planted a "package" aboard their plane and "took care" of him, which pleases Norman. Later, Richard, Mary, and a 4-year old Eddie watch a news report about the plane crash and Eddie's parents' deaths, much to Richard and Mary's horror.

Back to the present, Peter tells him about his Aunt May and college, but Eddie reveals that he knows about his Uncle Ben, girlfriend, and best friend's deaths and comforts him. Peter then takes him home and he sees Aunt May again, who's pleased to see him doing well. But before she can continue talking, she excuses herself to attend her nursing shift at the hospital. Meanwhile, downtown, a thief named Flint Marko robs a jewelry store and then steals a taxi, causing a police chase across the city. Peter and Eddie watch the news footage about it, but Peter refuses to run off and stop Marko himself and instead, decides to let the cops handle it, but Marko ends up escaping with the loot. Eddie then asks Peter about Spiderman, who just tells him he's just some guy in a costume that webs people up. Eddie then tells him that he's heard about his recent disappearance and suspects that he's either hiding or retiring after causing so much death and destruction to the city, which Peter agrees with. Meanwhile, at Liz's apartment, MJ talks to Liz about her feelings for Peter and says that they both clearly like each other, but the only thing standing in the way is Gwen and her death. Liz though tells her to just tell Peter how she feels and that Gwen would want both of them to happy. Mark then returns home from the store and meets MJ, who instantly develops an attraction to him. The 2 then start talking and Mark tells her he's part of a band called Molten Man and the 2 instantly hit it off. Mark then asks her out on a date to a concert, which she reluctantly accepts.

The next day, Peter and Eddie visit Dr. Curt Connors, who knew Eddie's father. Eddie and Curt introduce themselves and he shows him around his lab. Peter then runs into Dr. Warren and tries to introduce him to Eddie, but Dr. Warren rudely ignores them and tells them he's busy and leaves. Peter asks Dr. Connors what's going on with Dr. Warren, but Dr. Connors says that he's been moody and secluded since his brother died, but Dr. Connors is suspicious that he's working on something else. Later, at the Daily Bugle, Peter, Ben, Jonah, Betty Brant, Robbie Robertson, and field reporter, Ned Leeds, who's just returned from an assignment, watch as Jonah's son, John is about to blast off in a space shuttle to the moon. The news crew anxiously watch it as the shuttle launches into the air and takes off into space. The news crew cheer and Jonah hugs Betty, much to his embarrassment. Peter is then introduced to Ned, who welcomes him to the paper and says that he was on an assignment to cover a major crisis in Europe. In space, John and his fellow crew members start floating around in the shuttle as they check their instruments and everything seems in order. But, unknown to them, a strange black ooze starts floating toward the ship and attaches itself to the hull.

At an abandoned warehouse, the Kingpin and Hammerhead visit Alistair Smythe, who's busy constructing weapons to take down Spiderman. Kingpin asks him how it's coming along, but an angry Alistair confronts him and refuses to work any more until he finds out if his father's still alive. Hammerhead then shows him some security camera footage on a tablet to him of his father, Spencer Smythe, sitting in a cell, guarded by 2 armed men. Kingpin then orders him to complete the weapons, or else his father will be murdered, causing Alistair to agree and continue working on the weapons. Kingpin and Hammerhead then walk outside, where they discuss about their little team of soldiers to take down Spiderman as well as how they plan on using the weapons to test Spiderman's abilities before unleashing the team. Kingpin then gets a call from his wife, Vanessa, who tells him that she doesn't feel well and is at the doctor. Kingpin anxiously gets into his limo and drives off to meet Vanessa at the hospital. Meanwhile, the crook, Flint Marko returns to his ratty apartment with his stolen loot, but finds 3 men in suits waiting for him. The men ask him where's the money he owes, so Flint hands them over the stolen money, but the men tell him it's not enough. It's then revealed that Flint gambled with the mob on a horse race, but when he lost, he owed them $50,000,000. Flint at first, refused to pay the debt, so as revenge, the mob killed his parents and destroyed his home, which is what caused Flint to start becoming a criminal to pay off his debt. Flint asks them for more time to get them the money, but the men tell him that their boss is done waiting and demands the rest of the money. But when Flint tells them he doesn't have it, the men attack him. Flint fights back, but the 3 men brutally beat him and tell him he has 24 hours to get the rest of the money and then leave a bruised and bloodied Flint on the ground. At the local police station, Dr. Warren walks in with a trench coat on and heads toward the lab. But when 2 cops spot him and try to stop him, Miles pretends to be a confused old man and then kills one of the cops by choking him with his scarf and then uses that cop's gun to shoot and kill the other cop. He then breaks into the forensics lab and starts ransacking it until he finds Spiderman's blood sample and leaves the building.

Later, the Black Cat continues prowling the rooftops until she comes to the penthouse of a corrupt businessman and uses the skills her father taught her to raid his safe and take all of his valuables. When she gets caught by the businessman, she leaps out of the window and manages to escape. She then delivers the stolen loot to the Williams family, a family who was ruined by the businessman due to some bad deals. The family happily accept the loot and thank the stars for their good luck, but, unknown to them, Black Cat kept a few of the jewels and necklaces for herself. At the Bugle, Peter and Ben watch a news report about an armed robbery, causing Ben to ask why he retired from being Spiderman. Peter tells him about Gwen's death and asks for advice on what he should do. Ben tells him that Gwen would want him to continue on his crusade and fight in her name, but Peter isn't sure. Meanwhile, MJ is on her date with Mark, but as they talk, all MJ talks to him about is Peter and even starts hallucinating that Mark is Peter, causing Mark to ask him what's so special about him. MJ answers, "Everything". MJ then realizes that she made a mistake, apologizes to Mark and leaves. Later that night, Peter has a dream about the night Uncle Ben was shot and killed and Gwen and Captain Stacy and DeWolff being killed as well as his vow to use his powers for good, causing him to awake with a start and decide to become Spiderman again. He grabs his costume and sneaks out to visit Dr. Connors at his lab and asks for his help to make some new web-shooters. The 2 quickly create a pair using Richard's formula and Peter dons his costume again. Dr. Connors welcomes him back and says that he's missed him. He then swings off into the night and spots Flink Marko taking off in an armored van after robbing another bank. Spiderman stops him by webbing up his van, but Marko escapes into an alley. Spiderman follows him and the 2 fight, but Spiderman ends up knocking him down. He's about to web him up when he spots Black Cat leaping on the rooftops, allowing Flint to escape. Flint climbs a fence and continues to run. At OsCorp, Donald Menken and his team of scientists are about to start their test run with their new particle accelerator. They then begin the countdown, but Flint ends up crawling and falling into the test site, alerting Donald. Donald refuses to stop the countdown, despite the scientists urging him that the man could greatly affect the accelerator. Once the accelerator starts, Flint ends up getting caught in it, surrounded by sand. At first, it starts hurting Flint until it malfunctions and explodes, causing the sand to bond with Flint. Spiderman confronts Black Cat, who tells him she's a big fan and even flirts with him.

She then removes her mask and wig and reveals her identity to him, causing Spiderman to recognize her as the girl he saved from Hammerhead. He asks her what she's doing out here, but she tells him that since he's been gone, he inspired her to protect her neighborhood and to take down corporate bigwigs and help the helpless. When she tells him that she steals from the rich and gives to the poor, Spiderman disapproves and says that she shouldn't steal. The 2 then hear gunshots and they go and investigate at an abandoned warehouse. The 2 peer inside and spot Hammerhead and his goons shipping robotics parts for Alistair's weapons. Spiderman suggests they sneak in, but Black Cat leaps into action and takes on the goons, forcing Spiderman to jump in and help her out. The 2 quickly take out the goons, but Hammerhead attacks them with his steel skull. Black Cat though manages to defeat him with her acrobatic skills. Hammerhead comments though that her costume reminds him of a thief he knew named The Cat. Black Cat, realizing that that was her father's nickname, asks him what he knows about him, but Hammerhead refuses to say anything, causing her to brutally beat him until Spiderman stops her. Hammerhead then admits that the Kingpin killed him after he screwed up a sale, causing Black Cat to continue to attack him and is about to kill him, but Spiderman talks her out of it. Black Cat though now wants to kill Kingpin and escapes before the police arrive. Once inside, the police notice webbing and realize that Spiderman's back, much to their joy. Back at the test site, Flint wakes up, but realizes now that his entire body is made up of sand. At first, he has a hard time controlling his new sandy body, but after a while, he manages to control it. He then realizes that he's got real power now and gets an idea.

At the Daily Bugle, Jonah finds out Spiderman's return and is furious and refuses to print an article about his return on the front page. Robbie tries to convince him, but is unable to. Ned then starts writing his article about Spiderman's return, but not before he helps Betty carry some boxes and the 2 flirt. Ben though smiles and welcomes Spiderman back. At the hospital, Kingpin visits his wife, who reveals to him that for the past few months, she's had cancer, but didn't want to tell him because of him stressing over Spiderman. A sad Kingpin though vows to use all of his resources to save her. Hammerhead then arrives and tells him that Spiderman and Black Cat, who has a connection to Walter Hardy, foiled the shipping, but Kingpin is too focused on his wife to care. The next day, John Jameson and his crew return to Earth with rock samples from the moon for the scientists. But eventually, the media notice the black ooze attached to the ship's hull, causing them to contain it and send it to Empire State University to be studied by Dr. Connors. Peter then heads there, but runs into MJ along the way, causing the 2 of them to start talking and they both talk about how awkward it's been since Gwen died, especially their kiss. The 2 admit they have feelings for each other, but MJ tries to convince him that it'd be ok and that Gwen wouldn't mind, but Peter refuses to go out with her and put her in danger. Meanwhile, at a restaurant, that serves as a front for the mob, Flint arrives and confronts them about his debt. The men though tell Flint to pay up or die, but when he spits on them, they shoot him, but to their shock, they find that their bullets go through him. He then unleashes his new sand powers on the mobsters, killing the gangsters and destroying the restaurant. Peter's spider sense goes off as Flint comes out of the building and uses his powers to start destroying cop cars. Peter quickly changes into his costume and takes on Flint, who he recognizes as the robber that got away, but Flint tells him his new name is Sandman. He then starts using his powers to attack Spiderman, which proves difficult, but Spiderman starts fighting back, until he realizes he can't physically harm him. Sandman continues to attack him and gains the upper hand, until Spiderman opens up a fire hydrant and drenches him with water, turning him to mud. The muddy remains of Sandman though escape into the sewers. Peter then arrives at the university to see Dr. Connors about the alien ooze. Dr. Connors tells him that it's an alien symbiote that feeds off of its host and then reveals that Eddie stopped by and since he's almost done with college, he's assisting him with the experiment. Eddie apologizes to Peter for stealing the opportunity from him, but Peter isn't too bummed about it and congratulates him. He then asks to see the ooze, but Dr. Connors refuses and tells him its confidential.

Later, Peter returns to his apartment to find Aunt May there, who's worried about him since he's been acting strange since Gwen died and comforts him. Peter tells her about his dilemma with MJ, but is afraid of letting another girl in after what happened to Gwen, but May encourages him to date MJ and move on, since Gwen would've wanted him to and wanted them to be happy. At Liz's apartment, Flash and Kong arrive and Mark ends up telling them how his date with MJ went and that she ditched him. While Mark and Kong talk, Flash talks to Liz and asks her how she is and if she's ok, but she tells him that she and the baby are fine. She then thanks Flash for all of his help and are about to kiss again until Kong interrupts them this time. Kong then starts talking about Spiderman's return, which Flash was happy about and asks why he left, but Kong, who knows the answer, just says that he figured Spiderman needed a break. At the warehouse, Kingpin and Hammerhead arrive to check on Alistair, who reveals to them the weapons he built, the Spider-Slayers, the Tarantula, Scorpion, and Black Widow. A satisfied Kingpin tells him to unleash them, but Alistair reveals that they only respond when they sense Spiderman nearby. He then demands him to release Spencer, but Kingpin refuses to release him until the Spider-Slayers kill Spiderman. Later, Spiderman swings around the city, and the Spider-Slayers detect him and set off, much to Kingpin and Hammerhead's glee. The Spider-Slayers then attack Spiderman out of nowhere with missiles and rockets. Spiderman's confused at where they came from, but takes them on, but the Spider-Slayers gain the upper hand and manage to weaken him. Spiderman tries to escape, but the Spider-Slayers are hot on his tail. He tries using his electrical webs on them, but to no avail. He then later gets an idea and starts tinkering with his webshooters until the Slayers attack him and pin him down. They're about to kill him when he uses his webshooters to create a mini EMP that causes the Slayers to shut down. At the warehouse, Alistair, who's controlling the Slayers through an exoskeleton, is electrocuted by the EMP, causing the exoskeleton to malfunction and explode, crippling Alistair.

In the sewers, a muddy Sandman crawls out of the water and manages to regain control of his body and escapes through a sewer grate. He then realizes that now that the mob are done, he can use his powers to gain wealth and power. Later, Spiderman sneaks into Dr. Connors' lab to see the symbiote, but when he opens up the cage to touch it, it latches onto him and bonds with him, changing his costume black and causing him to black out. When he wakes up, he finds himself on the side of a skyscraper and realizes that he's wearing the symbiote. He starts freaking out at first until he hears an alarm go off and spots Sandman escaping with some stolen money and jewels. Spiderman goes after him and realizes that the suit produces its own organic webbing. He then confronts Sandman, leading to another brawl between them, but Spiderman realizes that the suit gives him enhanced speed and strength and power. He then uses this new power to brutally beat Sandman and weaken him. Sandman though recovers and regains the upper hand and tosses him into a building, where they continue to fight. But their fight causes the building to catch on fire. Spiderman though kicks Sandman into the fire, turning him to glass and then smashes it to pieces. He them escapes before the building collapses. He then returns to his apartment, where the symbiote is revealed to be able to shift into his clothes. Peter enjoys the power and abilities it gives him and decides to keep it. The next day, Peter, wearing the symbiote, runs into MJ and flirts with her. MJ, noticing his new confidence, starts to like it until he starts acting rude and obnoxious. She tries to talk about their feelings for each other, but Peter just interrupts her with a kiss and then leaves.

He then heads to the Daily Bugle and demands a raise from J. Jonah and even flirts with Betty, much to Ned's displeasure. Jonah at first is furious that he'd demand a raise, but then takes a liking to his new confidence and gives in. Ben then asks him what's going on, but Peter just tells him that he's starting to take what he's always wanted. Later, while hanging out with his friends, Flash, Kong, and Liz notice his new attitude and even Mark is annoyed. Kong tries to ask Peter what's going on, but Peter just brushes him off. MJ then asks Kong what's going with him, but Kong tells her that it's complicated. MJ though demands to know what's wrong with him and wants to help him, so Kong pulls her aside and tells her that Peter's Spiderman. At first, MJ doesn't believe him, but Kong ends up showing him his backpack, which contains his old Spiderman costume, which MJ can't believe and asks about his new attitude, but Kong just says that he's been acting strange ever since he visited Eddie at the university. At the university, Dr. Connors finds out the symbiote is gone and angrily asks Eddie where it is, but Eddie tries explaining himself, but Connors just fires him. He then goes down the hall and spots Dr. Warren experimenting in his lab. Connors then confronts him about what he's doing and finds out about his obsession with Gwen Stacy and that he's trying to create a Spider clone to exact his revenge on Spiderman. Connors threatens to turn him in, but Warrens attacks him in a deranged fury and shoves him into an electrical machine and gets electrocuted. Later, Dr. Connors is taken to the hospital, where Dr. Warren says that he tripped and fell into an electrical machine. Peter goes to visit him, but is confronted by Eddie, who accuses him of stealing the symbiote to get him fired. Peter, influenced by the symbiote, angrily attacks him and starts beating him until MJ, Kong, Flash, Liz, and Mark show up and stop him. MJ and Liz try to comfort him over Dr. Connors' accident, but he angrily brushes them off and tells them he doesn't need them. MJ tries to talk to him and admit her feelings for him, but he just pushes her away and walks off. Flash though confronts him and tells him he's been nothing but an obnoxious jerk lately and is pushing away his friends when they just wanna help, cause they care a lot about him. Peter then realizes he's right.

He realizes that the symbiote's changing him and heads to the churchtower to think. He then tries to remove it, but realizes that it's alive and is trying to bond with him. He then tries to remove it and when he hits the churchbell, the symbiote reacts to the vibrations. Peter realizes it's weakness and continues to hit the bell until the symbiote stops him and continues to bond and restrain him. In his subconscious, Peter relives the field trip and the accident that led to him getting his spider-powers and the day that Uncle Ben was murdered. He then confronts the Burglar and the symbiote tells him to kill him for taking Uncle Ben away from him, but Peter refuses. Peter is then confronted by the symbiote, who tells him that he needs him and that he got what he's always wanted, money, power, respect, and love and Peter's about to give in and bond with it when Uncle Ben appears and tells Peter that he doesn't need all of that and reminds him about him telling him about with great power, comes great responsibility. Peter is then taken back to where he confronted the burglar. The symbiote tries to convince him to kill him, but Uncle Ben tries to convince him to let him go and just leave him for the cops. Peter then just webs him up and leaves him for the cops. Uncle Ben then shows him all the times he's saved the city as Spiderman. The symbiote though reminds him that it's because of him being Spiderman that those Spider-Slayers almost killed him and that the villains he faces killed Gwen, Captain Stacy, and Captain DeWolff. Aunt May then appears and tells him that he's always loved him and that he is her son and that no matter what, she'll never leave him. The symbiote though reminds him how his parents were taken away him and that the same thing could happen to her and with it, he could make sure that never happens. Suddenly, Captain Stacy appears and tells Peter to not give in and to not feel bad for his death since he died in the line of duty, protecting his city and his family. The symbiote though tells him that due to him, a bunch of supervillains have appeared in the city and terrorized his city and loves ones and that with it, it can finally rid of them forever. Captain Stacy though tells him that those criminals would've turned out the same way and that it was thanks to him that he was able to stop them from doing any further harm. Captain DeWolff then appears and tells him that he inspired her to do everything in her power to never give up and to always keep fighting, no matter how big the threat. The symbiote though tells him that it was because of his foolish influence that she threw away her life. Captain DeWolff though says that she didn't throw away her life, she sacrificed her life to save thousand others. But because of him being a hero, his best friend, Harry Osborn became the Hobgoblin and ended up getting killed. Harry though appears and tells him that that was ultimately his own fault.

Norman then appears and tells him that it was also his fault and his tough relationship with Harry was also what led to his death and Harry's corruption and eventual death. The symbiote though tells him that it was because of him getting bitten by the radioactive spider that Norman went insane, but Norman says that he would've ended up like that in some way, even if the spider didn't bite Peter. Then, Raymond Warren appears and tells Peter that he has a bright future and he shouldn't give it up to the darkness. The symbiote though says that his whole life is shrouded in darkness and his future is even darker. Gwen then finally appears and Peter tearfully reunites with her. Gwen tells him to not give in and to not feel bad for her death. She then tells him that she loves him and it was because of that that she was willing to sacrifice herself to help him save the city. Peter though tells her that he isn't sure if he can ever love anyone again, since she was the only one that he ever loved. Gwen though tells her that that's not true, since she knows that he does love someone, MJ and that she loves him as well and gives him her blessing to pursue a relationship with her. This renews Peter's will and confidence. The symbiote tries to convince him he needs it, but Peter refuses to give in and suddenly, his Spider suit appears on him. He then threatens the symbiote to leave his body and the 2 face off. Peter puts up a good fight, but the symbiote manages to pin him down and restrain him. Suddenly, all of Peter's friends and family appear, including Uncle Ben, Aunt May, Gwen, MJ, Captain Stacy, Captain DeWolff, Kong, Flash, Liz, Richard and Mary, Harry, Norman, Dr. Connors, J. Jonah Jameson, Betty, Ben Urich, Robbie Robertson, Ned, Eddie, Raymond Warren, Black Cat, and John Jameson and help Peter get free and with their support, Peter manages to defeat the symbiote. Back to reality, Peter tears the symbiote off of him and tosses it against the churchbell. He then changes into his costume and tosses the symbiote in a bag. He then heads back to Dr. Connors' lab and tosses the symbiote back into its case and pushes a few buttons to freeze it and destroy it. Eddie then arrives to try and get Dr. Connors to give him his job back, but when he sees Spiderman about to destroy it, he tries to stop him, but Spiderman stops him and tells him that the symbiote must be destroyed and it's dangerous. Spiderman then leaves, but Eddie stops the freezing process and opens it up. The symbiote then leaps onto Eddie and bonds with him, telling him that it senses his pain and that they are the same. The symbiote then offers to give him the power to have his revenge on Peter, who it reveals to him that Peter is Spiderman. Eddie accepts the symbiote and it fully bonds with him, transforming him into Venom.

Meanwhile, Peter swings through the city as Spiderman to MJ's apartment. He then knocks on her window and at first, MJ is shocked, but allows him in. Peter then reveals his secret identity to her, but MJ reveals that she already knew. Peter, remembering Gwen's blessing, tries to tell her how he feels and apologize for his recent behavior and she tries to do the same, but they're interrupted when Liz and Mark arrive, causing Peter to quickly leap out the window and swing off. At Spencer Smythe's cell, Hammerhead visits Spencer, who asks him about Alistair. Hammerhead though assures him that he's fine and then takes out a gun and shoots Spencer, killing him. Hammerhead then has some men take care of his body. He then calls Kingpin, who's at the hospital, visiting his wife and tells him that the deed is done. Hammerhead then visits Alistair, who's now in a wheelchair, at Kingpin's base, and tells him that his father's dead and that Spiderman killed him. He then showed him fake video footage of Spiderman webbing up Spencer and killing him, causing Alistair to swear revenge on Spiderman. Hammerhead smiles and offers him the chance to have his revenge on Spiderman by working for the Kingpin as his chief scientist, which Alistair accepts. At an abandoned alley, the glass shard remains of Sandman reform into Sandman and he struggles to recover. Suddenly, Venom swings in and lands beside him and offers him to team up with him to take down Spiderman once and for all, which Sandman accepts, causing Venom to cackle evilly as he tells him his plan.

The next day, MJ walks through the streets to Peter's apartment to talk to him, when she runs into Eddie, who offers her for coffee, but when she refuses, he tries to get her to come with him. MJ though runs off down an alley, but when she gets to a dead end, Eddie corners her and transforms into Venom and captures her. At the Daily Bugle, Flint Marko walks in as J. Jonah talks with his son, John Jameson, who's visiting after his space mission. Ben though spots Flint and tries asking him who he is and what he's doing here, but Flint just ignores him and continues on. Ben though continues to hassle him, causing Flint to transform into Sandman and attack him. He then uses his powers to trap everyone inside and holds the building hostage. Jonah tries to stop him, but Sandman attacks him and chokes him with his sand until John stops him from killing his dad. Later, at the hospital, visiting Dr. Connors, a news broadcast comes on, where Venom appears and tells Spiderman that he's got his "girlfriend" held captive at the top of the belltower, while his partner, Sandman has the entire Daily Bugle building hostage and that he must choose which one to save, but if he doesn't choose within 2 hours, then they'll kill her and the entire Bugle staff. Peter and Connors both realize that Venom is the symbiote and is about to set off, until Dr. Connors stops him and tells him that it's suicide and that he'll die, but Peter tells him he has to do something or else the people he cares about will get killed because of him. He then quickly changes into his costume and swings off. Along the way, he runs into Black Cat on the rooftops and offers to help him take down Venom and Sandman. Spiderman at first refuses to let herself get killed because of him, but Black Cat insists that she'll help him with or without his approval, since this is her city too and she wants to defend it as well, so Spiderman accepts her help and tells her to help him save the Daily Bugle building and the 2 take off toward the Bugle.

At Liz's apartment, Liz, Flash, Kong, and Mark watch the news report about Venom and Sandman's attacks on the city. Flash then gets up to go help Spiderman by helping some civilians get to safety. Liz though refuses to let him go out there and get hurt, but Flash stops her by admitting his love for her and kisses her. He then leaves, but Kong and Mark follow him. Flash thinks they're trying to stop him and tells them to get out of his way, but Kong and Mark tell him that they want to help him, so the 3 leave the building and start rallying the citizens to support Spiderman. At the Bugle, Spiderman and Black Cat arrive and try to get in, but Sandman stops them and attacks them. Sandman's attacks damage the building, causing some debris to fall on J. Jonah and Betty to dangle from a girder. Ned though manages to save her and he admits his love for her and she admits that she loves him too and the 2 share a kiss and officially become a couple. John and Robbie try to get the debris off of Jonah, but they're not strong enough, so Ben helps them and they manage to save J. Jonah. Back outside, Spiderman and Black Cat continue to dodge Sandman's attacks. Spiderman manages to catch some of the debris, but more continues to fall onto the crowd below, but Black Cat manages to save the people underneath before it hits the ground. Spiderman continues to fight Sandman until Sandman pins him down and starts beating him, but just when he's about to kill him, Black Cat saves him by taking the blow, severely injuring her. Spiderman gets her to safety and hands her to some paramedics. He then talks to some construction workers about using their cement truck. He then taunts and lures Sandman into a certain spot. The construction workers then use their cement truck and Spiderman webs him down as they pour cement on him, encasing him as a cement statue. The crowd cheers for Spiderman as he swings off toward the belltower.

At the belltower, he finds MJ webbed to the roof and he tries to save her when Venom shows up and attacks him. Spiderman fights back, but Venom proves to be much stronger and faster and easily gains the upper hand. He then pins him down and reveals himself to be Eddie, which shocks Spiderman. He then removes his mask and tries to convince him to get rid of the symbiote, but Eddie tells him that he likes the power and that he can use it to have his revenge on him for costing him his job. Eddie then reveals to him that he's always hated him since they were kids because he always believed that Peter's parents were the ones responsible for his parents' deaths, but Spiderman reveals to him that his parents didn't kill them, Norman Osborn did. Eddie refuses to believe him and continues beating him as Venom. Spiderman though fights back and when he slams him into the bell, the symbiote reacts, causing him to remember earlier when the symbiote reacted to the vibrations when he was trying to remove it. He's then about to hit the bell again when Venom attacks him. MJ tries to crawl off of the roof, but ends up falling. Spiderman, who fears she might die like Gwen, jumps off after her and gets her to safety. But before he can make sure she's ok, Venom attacks him and webs him up. Peter once again tries to convince him that the symbiote is dangerous and that his parents didn't kill his parents, but he refuses to listen to him and continues to attack him. Spiderman though manages to get to escape and taunts and lures him to the top of the tower. Once there, he webs him to the bell and hits the bell repeatedly, hurting the symbiote. Venom manages to escape, but before he can attack Spiderman, he hits the bell one last time, hurting the symbiote and causing Venom to fall off the tower to his supposed death. Spiderman then goes to check up on MJ, where he starts crying and tells her he was scared she was gonna die like Gwen, but MJ assures him she's not leaving him. The 2 then admit their love for each other, but Peter doesn't want to date her out of fear of getting her killed, but MJ once again says that she loves him and that she'll never leave him. The 2 then share their first real kiss and officially become a couple, causing a spectral image of Gwen in the sky to smile. MJ then asks him if Eddie's gone, but Peter isn't sure.

In the crowd below, the symbiote transforms Eddie's clothes as he blends in the crowd, but not before he swears revenge on Peter. Later, Sandman gets transported to Ravencroft, where he's thawed and placed in a special containment cell. Dr. Ashley Kafka examines him and finds him to be an interesting patient. She then leaves to tend to another patient, Cassandra Webb, a mentally unstable woman who's blind, paralyzed, and claims to be psychic and clairvoyant and is hooked up to a life support system, which resembles a spiderweb. She warns Dr. Kafka about a terrible threat approaching New York City that even Spiderman can't stop, causing Dr. Kafka to sedate her until she's unconscious. The next day, at his lab, Dr. Miles Warren finally completes his experiment and has successfully created a clone of Spiderman. He admires his creation as he swears to a photo of Gwen that he'll make Spiderman pay for killing her and taking her away from him. At the Empire State University lounge, Peter and MJ, who are shown holding hands and cuddling, hang out with Flash and Liz, who are seen sitting together holding hands, and Kong and Mark. A news report then comes on about Flash, Kong, and Mark's bravery in rallying the citizens, which Peter congratulates them for. Flash then tells Liz that he'll help her raise the baby once it's born, which Liz accepts. At the hospital, Kingpin visits his wife and admits his love for her and vows to use all of his resources to save her. Hammerhead then comes in and asks him about their "side-project" to get rid of Spiderman. Kingpin though tells him that he doesn't matter right now, but does swear that Spiderman will die for crippling his empire and taking away his city. He then tells Hammerhead to pick up their next "recruit".

In a post-credits scene, Hammerhead enters Ravencroft through a secret entrance, where it's revealed that some of the guards work for Kingpin, which is why he's able to get into the building so easily. He then visits Sandman in his cell and releases him from his containment. He then tells him that he can give him revenge on Spiderman for ruining him. Sandman at first refuses, but Hammerhead tells him that with his resources, he can return him to normal if he wanted. Sandman though doesn't wanna return to normal, so Hammerhead offers to help make him more powerful and stronger, causing Sandman to agree. The 2 then walk out of the building and Hammerhead leads him to a limo, where they drive off toward Kingpin's base.