"Ultimate Spiderman 5" is the fifth movie in the Ultimate Spiderman film series.
Aaron Taylor-Johnson as Peter Parker/Spiderman and Spiderman Clone/Ben Reilly and Kaine
Molly Quinn as Mary-Jane Watson
Susan Sarandon as May Parker
Hunter Parrish as Eugene "Flash" Thompson
Gabriel Iglesias as Kenny "Kong" McFarlane
Amanda Seyfried as Liz Allan
Joseph Fiennes as Dr. Curt Connors
Ashley Judd as Dr. Ashley Kafka
Olivia Wilde as Felicia Hardy/Black Cat
John C. McGinley as J. Jonah Jameson
James Earl Jones as Joseph "Robbie" Robertson
Kristen Bell as Betty Brant
Owen Wilson as Ned Leeds
Harrison Ford as Ben Urich
Chris Pine as John Jameson
Khary Payton as Randy Robertson
Rihanna as Gloria Grant
Danny Trejo as Sergei Kravinoff/Kraven the Hunter
Jim Carrey as Cletus Kassidy/Carnage
Sam Elliot as Dr. Miles Warren
Ashley Benson as Gwen Stacy Clone
Peter Stormare as Dmitri Smerdyakov/Chameleon
Robert Redford as Donald Menken
George Wendt as Wilson Fisk/Kingpin
Steven Seagal as Hammerhead
Lisa Arch as Vanessa Fisk
Elijah Wood as Alistair Smythe
Robert Hoffman as Richard Fisk
Taylor Lautner as Mark Raxton
Michelle Trachtenberg as Jessica Drew/Spider-Woman
Julie Andrews as Cassandra Webb/Madame Web
Gerald Butler as Richard Parker
Rachel Weisz as Mary Parker
Michael Rosenbaum as Adrian Toomes/Vulture
Dave Bautista as Alex O'Hirn/Rhino
Joaquin Phoenix as Dr. Otto Octavius/Doctor Octopus
Greg Vaughan as Max Dillon/Electro
Gale Harold as Flint Marko/Sandman
A year after Ultimate Spiderman 4, Peter and MJ are still a couple and are very much in love. He, MJ, Flash, Liz, and Kong are now attending Empire State University for their 2nd year while Mark is attending his first year at the university. Flash and Liz are still a couple and Liz is due to have her baby that she had with Harry. One day, while swinging to college, Spiderman spots some armed goons robbing a nearby bank. Spiderman manages to stop the goons, but the head robber drives away in the getaway van. Spiderman follows after him and tries to stop him, but he ends up causing the van to cause a traffic accident. In the chaos, the head robber manages to escape and pushes a button on his neck, which changes his face and he blends into the crowd. Spiderman then quickly swings to the university and changes back into Peter and meets up with MJ, Kenny, Flash, Liz, and Mark at the front of the university. Meanwhile, in the university, Dr. Miles Warren closely examines his Spiderman clone in his stasis tank and swears to a photo of Gwen on his desk that he will avenge her death and kill Spiderman for taking her away from him. He then starts making preparations to the clone.
At the front of the university, Peter greets MJ with a kiss, while Flash asks Liz how the baby's doing. Liz tells her that the baby is getting impatient and that her due date is sometime this month. Kong, who's single, turns to talk to Mark, but he finds him talking to a girl on a bench. At the hospital, the Kingpin visits his wife, Vanessa Fisk, who has terminal cancer. Kingpin tries to comfort her, but she tells him that she knows that she doesn't have too much time left. Hammerhead then arrives and pulls Kingpin aside to tell him that their ties to the Russian mob have informed them that their robbery failed, due to Spiderman intervening. Kingpin though just tells him to handle it himself and goes back to his wife. The head robber that can disguise himself ends up meeting up with the Russian mob and tells them that due to Spiderman, he was unable to complete the robbery to get them the codes to the bank vaults. The head robber is then revealed to be Dmitri Smerdyakov a.k.a. "The Chameleon", a master thief with a cybermask chip installed in his neck, allowing him to disguise himself and is currently working with the Russian mob to get them the codes to the bank vaults at the bank near their New York base, to allow them access to the bank's vaults so they can gain enough money to return to Russia. Hammerhead then offers Chameleon a deal, that if he can kill Spiderman, he'll give them $1,000,000, which is enough money to get him back home to Russia. Chameleon accepts, but says that Spiderman is a tough opponent and he won't be able to stop him, but he knows someone who does. Back at the University, after Dr. Connors' class, Dr. Connors has Peter stay so he can tell him something. Dr. Connors tells him that after his encounter with Venom last year, he managed to acquire a sample of the symbiote and the university agreed to let him perform an experiment with it. Peter though warns him not to mess with the symbiote, since it's still highly dangerous and can bond to any host. Dr. Connors though tries to reassure him that he's got it under control and tells him that he wants to experiment it combining with abnormal human blood, since it already showed what it does when combining with normal human blood, and asks Peter for a blood sample, telling him that his blood sample at the police department went missing. Peter, although worried about his missing blood sample, agrees to give Dr. Connors another blood sample and pricks his skin with a pencil to give it to him. Dr. Connors also tells Peter that maybe his experiment can find a way to cure Peter's powers or replicate them.
On the streets, while walking to his apartment, MJ asks Peter what Dr. Connors wanted, but he tells her about the experiment with the symbiote, much to her shock and horror. Peter tells her that he's also worried, but he trusts Dr. Connors enough that he'll let him do his experiment, as long as he's able to keep it under control. They then talk about their relationship and that soon, they'll be dating for 2 years. MJ then mentions getting serious, which Peter is hesitant to do. Once they arrive at his apartment, Peter and MJ start making out on his bed and are about to make love, but Peter, who's uncomfortable, stops her as she's taking his shirt off and makes up an excuse to leave, much to MJ's disappointment. Later, at the Daily Bugle, Peter arrives to fix a bug on the Bugle's website. Once there, he finds Joseph "Robbie" Robertson berating a new employee as he's stacking boxes full of the new edition. Robbie then introduces Peter to his son, Randy, who's got a juvenile and prison record. Peter asks Randy what he got in trouble for, but Randy coldly brushes him off and tells him to get out of his way. Robbie tells Peter that Randy got caught doing drugs and alcohol at school and was expelled from his first school, then at his second school, he got caught shoplifting, vandalizing homes and was sent to juvie, but when he got out,he tried to go straight, but ended up in prison for 2 months after he saved a man from a mugger, but the mugger was hospitalized and pressed charges. Robbie then tells Peter that he'd like him to make friends with Randy, be a good influence on him and Peter agrees to try. He then spots Ned sitting on Betty's desk, kissing her until J. Jonah Jameson comes out and interrupts them and orders them back to work. Peter is then about to get to work, when Ben Urich calls him over and tells him he's doing a special report to expose the Kingpin once and for all and he wants his help, since Kingpin has it in for Spiderman. Peter agrees to help him and the 2 set off.
In the Canadian woods, a big game hunter named Sergei Kravinoff, or "Kraven the Hunter" as they call him, is tracking a black bear. When he finds it, he wrestles it and manages to hold his own and then he kills the black bear by snapping its neck with his bare hands. He then returns to his hunting lodge, where he finds a man in a suit waiting for him. The man pushes a button on his neck and is revealed to Chameleon, his half-brother, in disguise. Dmitri tells Sergei that he has a job for him to do and it pays well, but Sergei tells him he's not interested in money, only the hunt. In a flashback, Kraven hunts a wild leopard in the Outback. He wrestles and fights it, but the leopard ends up severely mauling him, sending him to the hospital. The doctors though are unable to repair his broken spine and his torn flesh. The next day, Chameleon visits his half-brother and tells him that he can help him with his problem, which Sergei agrees to do. Chameleon then has his ties to the Russian mob give Sergei an experimental drug, that regenerates his bone mass and his skin. It also enhances his strength, speed, agility, more durable, stamina, and reflexes. Later, he hunts down the leopard that mauled him and kills it with his bare hands and skins it to make it into a vest as a trophy. Back to the present, Sergei asks Chameleon who he must hunt down. Chameleon tells him his target is Spiderman, causing Kraven to smile and say that he will be the ultimate hunt. At Liz's apartment, Flash visits her with some groceries and asks her how she's doing. Liz tells him that the baby's getting impatient. The 2 then share a kiss, but Liz starts crying as she's sad that Harry isn't here to see their baby be born. Flash tries to comfort her, but Liz goes to her bedroom to rest, but Flash peeks in and sees her cradling a photo of Harry while crying, causing him to realize that she still loves Harry, so he decides to leave her alone and leaves her apartment.
At her apartment, Felicia Hardy thinks about Spiderman and wonders who he really is. At first, she tries to stop thinking about him, but when she can't, she realizes that she loves him and is the first man after her father died that she could trust, causing her to vow to find a way to gain his trust and to tell him how she feels the next time she sees him. Later, she dons her Black Cat costume and sets out on patrol. She runs into some of Kingpin's goons and attacks them. She then interrogates them for info and one of them tells her that Kingpin's expecting a shipment tonight, causing her to smile and leaves them hanging upside from a rooftop. At Ravencroft Institute, Dr. Ashley Kafka has a therapy session with one of her patients, Cassandra Webb, who's hooked up to a life support machine with various tubes. Suddenly, Webb has a vision that the city will be thrown into chaos by powerful tyrants who will bring an end to Spiderman as the city burns. She then demands to see Spiderman, but Dr. Kafka tries to calm her down. When she's unable to, she's forced to sedate her and leave her to rest, much to her disappointment, because she thought she was about to make a breakthrough.
At the docks, Peter and Ben wait behind some crates, waiting for the Kingpin to arrive. Sure enough, Kingpin, Hammerhead, along with Alistair Smythe and Chameleon, disguised as Kingpin's bodyguard, arrive. Unknown to them, Kraven the Hunter watches them from the shadows. Suddenly, Kraven spots Peter and Ben and moves in to attack them. Peter's spider-sense though goes off and saves Ben from Kraven, who exposes them to Kingpin, Hammerhead, Smythe, and Chameleon. Kingpin recognizes Ben as the reporter that writes about him, while Ben realizes that Wilson Fisk, a rich businessman, is the Kingpin. Kingpin though orders Hammerhead to kill both of them when suddenly, the Black Cat appears and attacks Hammerhead saving them, but Hammerhead accidentally shoots Ben in the shoulder. Peter gets Ben to safety and wants to help, but doesn't want to leave, but Ben insists that he go. Peter then leaves and changes into his costume and leaps into the fight. Kraven spots him and attacks him. He then introduces himself to him and tells him that he's the one he's after. Kingpin and Chameleon and Alistair try to escape, but Ben runs after them and tackles Chameleon, causing his disguise to return. Ben then tells Kingpin that he's over, but Kingpin tells him he doesn't understand and that this isn't what it looks like. Black Cat manages to trap Hammerhead under a few crates and goes after Kingpin while Spiderman and Kraven continue to fight. Spiderman though manages to defeat him by trapping him in a huge shipping crate, but Kraven swears revenge. Black Cat manages to catch up to Kingpin and attacks him. Spiderman though appears and tries to convince her not to kill him, but just when Black Cat is about to kill him when Chameleon attacks her, causing Spiderman to leave with her and Ben. It's then revealed that the shipment was full of medical supplies to help keep Vanessa alive. Suddenly, the police arrive, but Kingpin, Chameleon, Alistair and Hammerhead escape, but not before Chameleon frees Kraven. On a rooftop, Spiderman berates Black Cat for continuing to try and get her revenge on Kingpin, but says that he'll talk to her later and swings off with Ben to get him to the hospital, but Ben orders him to get him to the Daily Bugle, which he reluctantly does.
Once he arrives, the staff are shocked to see Spiderman arrive with a bleeding Ben. J. Jonah Jameson berates Spiderman, thinking that he's the one that shot him, but Spiderman insists he's innocent. John Jameson then interrupts them by telling his dad to give Spiderman a chance. Ben tells them he figured out who the Kingpin is and limps to his desk and starts typing his new article. Once he finishes it, he passes out from bleeding out. While Betty goes to call 911, Ned and Randy help Ben over to a table while Robbie clears a table. John then says that he learned how to take bullets out in the military and starts working on Ben and manages to remove the bullet. Ambulances then arrive and start loading Ben into the back. Betty, who's terrified at what's just happened, starts crying, but Ned goes over to her and starts comforting her. Jameson then reads over Ben's article and is shocked at what he reads and orders Robbie to print it in next week's edition. On the rooftop, as he watches Ben get loaded into the ambulance, Black Cat arrives and goes over to him. Spiderman berates her for almost killing Kingpin, but she says that he killed her father, but Spiderman says that a mugger killed his uncle. He then tells her his origin and how "with great power, comes great responsibility". He then reveals his secret identity to her. A touched Black Cat says that he's cute and jumps on him and kisses him. A shocked Spiderman pulls back and tells her that he's got a girlfriend, which breaks her heart and causes her to start crying. He tries to say something to her, but she just swings off on her grappling hook with tears in her eyes. Later, Peter visits Aunt May, who heard about Ben getting shot on the news and was afraid that something happened to him, but he assures her that he's fine and hugs her tight. He then sits down and tells her that he feels guilty for getting Ben shot and that he should've saved him, but she tries to comfort him and lets him stay for the night. At Kingpin's hideout, Kingpin cries as he sits near his sick wife, Vanessa. Alistair tells him that he managed to recover a few supplies from the shipment and used it to upgrade her life-support system, but it still isn't enough. Kingpin though thanks him for trying and asks for some privacy, causing Alistair to leave. Hammerhead then comes in and tries to comfort his boss and insists that he let her go, but Kingpin refuses to let her die and decides to move her to the hospital to get better treatment, which Hammerhead leaves to arrange. Chameleon then berates his half-brother, Kraven, for failing to defeat Kraven, but Kraven reveals that he held back so he could learn more about his prey and he now knows that Spiderman is tougher prey then he thought and demands Chameleon to give him more of the serum. Chameleon tells him that might not be such a good idea, but Kraven demands him, which Chameleon reluctantly obeys.
At his lab, Dr. Warren unleashes his Spiderman clone, who's got all of Spiderman's memories and knows the situation. He then notices 2 more pods, containing 2 more clones, which he asks about, but Miles insists that they were failures. Later, Miles and the clone visit Gwen's grave, where the clone digs her up so Miles can get some of her DNA. He then tells the clone to do what he was created to do while he heads back to his lab. Meanwhile, Peter meets up with MJ, Flash, Kong and Mark. MJ apologizes to Peter for pressuring him earlier, but he tells her that it's fine and tells her he was actually thinking the same thing. Flash then talks to Mark about his sister, Liz still being in love with Harry. Mark tries to comfort him. Kong, who feels lonely for not having a girlfriend, walks off to get a coffee from a coffee stand. At the stand, he flirts with the clerk, who introduces herself as Gloria Grant. The 2 start talking and Gloria gives him her phone number and tells him to call her, which Kong agrees to do. Meanwhile, a serial killer named Cletus Kasady, who just escaped from his mental asylum, hijacks a truck after he slits the driver's throat. He then drives around the town, shooting and killing people everywhere. The police chase after him and try to stop him, but Cletus just brutally smashes into them and kills a few cops. Peter and his friends hear over the radio about Cletus' rampage, causing MJ and Kong to urge Peter to go after him. Peter kisses MJ goodbye and then leaves to suit up. He then swings into town and lands on the truck and tries to stop Cletus. He makes Cletus crash by webbing the windshield, but Cletus escapes and takes a woman hostage, forcing Spiderman to let him go. But Cletus goes back on his word by stabbing the girl and tossing her in front of a truck. Spiderman manages to save her, but Cletus runs off. Spiderman though corners him in an alley, where they fight, but Spiderman manages to web up and defeat Cletus. Later, Cletus is arrested and is about to get sent to Ravencroft. While swinging back to meet up with his friends, he spots a jewelry store, which gives him an idea. He changes back and goes in and buys a ring for MJ. Meanwhile, Dr. Curt Connors watches the news report on Cletus' rampage, causing him to shudder at the thought of someone like him getting his hands on the symbiote.
At the hospital, Kingpin sits by Vanessa, comforting her as she lays sick. Suddenly, Kingpin's son, Richard walks in. Richard says that he heard that his mother was sick and came as soon as possible. Kingpin happily greets his son and Richard sits by his mother and starts crying. Suddenly, Hammerhead walks in and tells Kingpin that Donald Menken is here to see him. Richard, who thinks that his father is a legitimate businessman, tells Kingpin to handle it while he talks to his mother alone. Kingpin talks to Donald and asks for him to use his Oscorp resources to heal his wife, but Donald tells him that he can't do that, in order to do that, he must talk with the board, and even then, he's not sure that they'll agree to keep funding Vanessa's life support systems. He apologizes to Kingpin and leaves. At Ravencroft, Dr. Kafka oversees Cletus's arrival as she welcomes him back to the asylum, but Cletus tells her that he only wanted to get out to "stretch his legs and spread his message of peace." As he's being escorted back to his padded cell, Cletus overhears Dr. Connors, who arrives to ask Dr. Kafka about her medical opinion on the psychological effects of the symbiote for his experiment with the symbiote sample, but Dr. Kafka isn't sure since she never treated Eddie Brock or had an encounter with the symbiote, so she decides to make a call to an old friend of hers from college, John Jameson. She calls him and tells him about the situation. John then agrees to come down to Ravencroft to talk more about it. Once he arrives, John is introduced to Dr. Connors who tells him about the experiment. Dr. Kafka then reveals that she called John down because he was the one that brought the symbiote to Earth and wanted to ask him about any of the dangerous physical or psychological effects that the symbiote can have on someone. John tells her that he doesn't know much about it other than the standard test results that the scientists at NASA performed once it arrived on Earth, but he knows that it's dangerous and isn't comfortable about further experimentation on the dangerous parasite, but Dr. Connors assures him that he's taken several safety precautions to make sure the experiment goes well, causing John to agree to reluctantly accept his experiment and use the symbiote.
Meanwhile, Spiderman swings off through the city to meet MJ, when he's suddenly attacked by his clone in a Spiderman costume. Spiderman, at first, believes him to be just an amateur that he inspired, but the clone says that he's actually Spiderman and he's the amateur. The 2 then fight, but they both prove to have the same fighting styles and skills. At his lab, Dr. Miles Warren begins experimenting on the piece of Gwen's DNA that he obtained to create a clone of Gwen. Spiderman and his clone continue to fight, until they both pin each other down, revealing their faces to each other. Both Peter and the clone are shocked when they see that they look exactly like each other. Peter instantly demands to know who he is, but the clone tells him that he's Spiderman, but Peter tells him that he's Spiderman. The clone becomes confused and swings off, but Spiderman swings after him, demanding answers. The clone heads back to Dr. Warren's lab and demands to know what he is and if he's the real Spiderman. Spiderman then shows up and is surprised to see the clone with Dr. Warren, who angrily berates the clone for leading Spiderman back to him. Spiderman asks Dr. Warren about the clone, but Dr. Warren angrily yells at him that it's his fault that Gwen's dead and admits his love for her and even shows him the clone of Gwen he created, which Spiderman is horrified to see. Dr. Warren then orders the clone to attack Spiderman, but the clone becomes confused and disobeys his orders, causing Dr. Warren to release the other 2 clones, Kaine, who looks identical to Peter, but with a disfigured face, and Spider-Woman, a female clone of Peter. He orders them to kill Spiderman, but, while Spider-Woman is confused about what's going on or who she is, Kaine starts viciously attacking Spiderman. Miles then releases the Gwen clone from her stasis pod and revels in her beauty as he proclaims his love for her and that he's arranged for them to leave and live together. The Gwen clone though asks about Spiderman and the clones and becomes confused. Dr. Warren though tries to reassure her and orders Spider-Woman and the other Spiderman clone to help Kaine. While fighting Kaine, Spiderman tries to tell him that Warren is just using him and that he's more than just a clone, but Kaine says that he's only just a knockoff and vows to kill Spiderman so he can be the only Spiderman.
Spider-Woman and the other Spiderman clone though hear what Spiderman said about them being more than just clones and they decide to help Spiderman and save him. While the clone and Spiderwoman fight Kaine, Spiderman confronts Dr. Warren for creating a clone of Gwen and tells him that she was never his. Dr. Warren though tells him that he loves her and was always his until he took her away from him and even admits to killing his brother and injuring Dr. Connors. Spiderman then removes his mask and tries to convince the Gwen clone to not listen to Dr. Warren, revealing his secret identity to Miles. The Gwen clone is confused, but Peter tells her that the 2 of them loved each other and wanted nothing more than for her to come back, but then says that this isn't right and that he's with someone else, but also tries to convince her that she doesn't belong to Miles. The Gwen clone then starts experiencing some of Gwen's memories, causing her to remember Peter and runs into his arms. Miles becomes furious and pulls out a gun and threatens to kill both of them. Spiderman though manages to disarm him and restrain him, but a stray bullet hits the Gwen clone, injuring her. As Spider-Woman and Spiderman clone continue to fight Kaine, Kaine tries to convince them that they're just cheap copies of the original Spiderman when he suddenly starts breaking down in pain as his body starts to deteriorate. Miles says that Kaine's cloning matrix is unstable and that he won't last, causing Kaine to angrily curse his name as his body starts rotting and deteriorating. Spiderman rushes to the Gwen clone's side and tries to help her, but she tells him that she's dying and doesn't have much time. She then tells him that even though she's not the original Gwen, they both loved him and will always be with him. Her body then deteriorates and rots in his arms, much to his horror. Spiderman then angrily starts beating Miles and yells at him for creating these clones, knocking over several chemicals on the ground as he beats him. Spider-Woman and the Spiderman Clone though stop him from killing Dr. Warren and convince him to let the police handle him. Miles though refuses to let them take him in and takes out a lighter and drops it on the ground, igniting the chemicals on the ground, causing the lab to explode, but Spiderman, the clone, and Spider-Woman manage to escape. Later, the police arrive and find the charred remains of Kaine and the Gwen clone, but are unable to identify them, but they're unable to find a body of Dr. Warren.
Spiderman then meets with Spider-Woman and the clone on a rooftop as he struggles to come to terms with the fact that he has 2 clones. Spider-Woman and the clone then take off their masks, revealing their faces to him as they apologize for being a burden on him. Peter though doesn't blame them, but blames Miles and agrees to help give them a new life. He then leads them to MJ's apartment, where he introduces them to her and gets her to let them stay for the night, but MJ is still confused and shocked about the clones, but Peter agrees to explain it to her later. The next day, Peter manages to get a fake ID for Spider-Woman under the alias of Jessica Drew. Jessica thanks him for his help and leaves on a plane to Denver to start a new life. The other clone though wants to stay and learn more about Peter and his life so he can better understand himself and use his powers for good as well. The clone then cuts his hair and dyes it blonde and Peter calls him Ben, named after his uncle. He also gives him the surname of Reilly, May's maiden name and arranges for him to get an apartment in Brooklyn. Ben thanks Peter for his help and vows to make the name of Spiderman proud. Later, Peter visits Ben at the hospital and tells him about the clones that Dr. Warren created. Peter then tells him that his story about the Kingpin made the front page, exposing the Kingpin for who he truly is. At his hideout, as Kingpin and Richard sit by Vanessa's bedside, Hammerhead walks in and pulls Kingpin into the hallway to show him the article. Richard walks into the hallway and asks his father what's going on, but Kingpin orders his son to go back in the room and then angrily tears up the paper as he orders Hammerhead to find this Ben Urich and have him killed, which Hammerhead agrees to do. In Vanessa's room, Richard spots a copy of the paper and reads the article about his father, which shocks him when he reads about his illegal activities as the Kingpin. He then angrily confronts his father about his illegal actions and blames him for endangering his mother for years. Kingpin tries to explain to his son that because of his empire that he was able to live a luxurious life, but Richard tells him that his empire is built on blood and lies and vows to atone for his father's actions and then angrily storms off. Kingpin tries to go after him, but Richard refuses to talk to him and leaves.
At the Russian hideout, Chameleon has his men give Sergei another dose of the serum and inject him with it, further increasing his strength, speed, stamina etc. Chameleon then gets a call from Hammerhead, ordering him to kill Ben Urich at the hospital, which Chameleon agrees to do. At Ravencroft, Cletus Kassady sits in his padded cell, listening to the voices in his head, while Dr. Kafka and John sit in her office, where John tells Ashley that he was surprised to hear from her, but Kafka tells him that she brought him in as a consultant for this important experiment. John then admits that he had a crush on her in college and asks her out, which she accepts. At Empire State University, Dr. Connors inspects the symbiote sample under a microscope, before he dons a hazmat suit and seals the sample into a vial with Spiderman's blood and puts it in an incubator. Once it's done, Connors is stunned to find out that the symbiote mixed with Peter's blood, causing it to mutate and become red. As he inspects it under the microscope, he's amazed to find the symbiote instinctively reacting violently before it suddenly attacks Connors. Connors though tries to fight it off with a fire extinguisher, but the symbiote latches onto him and tears up his hazmat suit. The symbiote then tries to bond with him, but Connors desperately activates a sonic device he had in his pocket, causing the symbiote to violently react as it oozes off of Connors and retreats through the lab's sink, leaving an injured Connors lying on the floor. Back at Ravencroft, Cletus whistles in his padded cell, talking about his first kill when he was 7, where he drowned his family dog. Cletus then hears a noise coming from the air vent and goes over to see what it is. As he looks through the air vent, the symbiote suddenly emerges and oozes out of the vent, attaching itself to Cletus, fully bonding with him. Cletus begins laughing maniacally as the symbiote finally envelopes him, transforming him into a symbiotic villain, which he calls Carnage. He then manages to escape from his straitjacket and rips the door of his cell off and starts slaughtering the guards. Jameson and Kafka start hearing screaming from her office and they storm out to investigate, finding Carnage slicing through the guards. Carnage then spots them and approaches them, thanking Dr. Kafka for finally helping him "make a breakthrough" and decides to repay her by "freeing her from her torment" as he wraps one of his tendrils around her throat and pins her against the wall. But, just as Carnage is about to kill Dr. Kafka, Jameson shoots him with his gun, freeing Kafka and distracting him long enough for them to escape into a saferoom as Dr. Kafka puts the institute on lockdown. Carnage though makes his way towards the exit, killing every guard that he encounters, leaving behind a bloody scene as Carnage escapes and sets off into the city, vowing to get revenge on Spiderman. Meanwhile, at Empire State University, Peter meets MJ at the coffee cart and Peter talks to her about how their relationship is progressing. MJ though tells him that she got the lead at the local theater production of Othello, which Peter congratulates her on. Peter then says that he's got something to ask her, but before he can say it, MJ gets a call on her cell phone from Mark, telling her that Liz is going into labor, causing her and Peter to rush to the hospital, where they meet Flash, Mark, Kong, and Gloria as Liz squeezes Mark's hand tightly. Later, Liz gives birth to her and Harry's son, which she decides to name Norman Jr., in honor of Harry's father, much to everyone's confusion and Peter's dismay. As MJ and Flash help Liz rest, Peter decides to visit Ben, who tells him that he's scheduled to be released tomorrow. Ben's doctor then walks in and asks Peter to leave the room, which Peter does, but when he spots Ben's doctor in the hallway, his spider-sense activates. He then rushes back to Ben's room and finds the doctor holding Ben down as he tries to inject him with a drug, but Peter stops him and fights off the man, who later reveals himself to be Chameleon. Peter chases after him, but when Chameleon escapes from the hospital, Peter changes into his costume and chases after him as Spiderman.
Chameleon though uses his cybermask to blend in with the crowd, but Spiderman manages to find him with his spider-sense and chases him into an alleyway. When he corners Chameleon, Kraven suddenly appears and attacks Spiderman with his newly heightened senses. Spiderman though manages to defend himself and fights him off and manages to escape, but not before Kraven shoots him with a tracking dart, which projects a scent that Kraven can detect with his heightened senses, allowing him to track Spiderman. Chameleon though berates his half-brother for letting Spiderman get away, but Kraven assures him that he'll soon kill Spidey. Chameleon then calls Hammerhead and tells him that he failed to kill Ben Urich. Hammerhead then goes to report this to Kingpin, causing him to angrily smash a window. He then says that he hasn't heard from his son in days and is worried about him. Hammerhead encourages him to go see him and agrees to look after Vanessa while he's away. Wilson then heads to Richard's hotel, but is shocked when he finds a bloody Richard on the ground with a gun in his hand, revealing that Richard had committed suicide. Kingpin then finds a note from Richard that says that even though he loved his father, he couldn't stand how many people he's hurt or killed in order to provide for him and his mother and that he decided the best way to atone for his father's actions was to sacrifice his own life, bringing Wilson to tears as he angrily trashes Richard's hotel room and then cradles his son's body in his arms as he continues to sob. Meanwhile, Peter heads to Aunt May's house and tells her that he plans on proposing to MJ and shows her the ring he bought. May though gives him some advice on marriage and tells him about when Uncle Ben proposed to her. Unknown to them, Kraven the Hunter watches them from outside after following Peter. He then smiles and says that he now knows who Spiderman is and who he loves. Suddenly, Carnage appears and attacks Kraven, but Kraven manages to defend himself. Carnage though tells him that he hates Spiderman as well. Kraven though asks who or what he is, but Carnage just replies that he's someone who loves to spread chaos and needs his help in order to crush Spiderman, which Kraven agrees to do, but on the condition that he gets to kill Spiderman, which Carnage agrees to. At the Daily Bugle, Ben returns to work as the staff celebrate his return. Jameson even tells Ben that due to his article, the police now have a warrant for Wilson Fisk's arrest.
At Wilson Fisk's hideout, Chameleon arrives to meet with Kingpin and Hammerhead and tells them that he failed to kill Ben Urich, due to Spiderman interfering. Kingpin though asks if his half-brother has killed him yet. Chameleon though says that he's still working on it, causing Kingpin to become angry as he demands him to make sure Spiderman is dead. Chameleon though tells him that Kraven needs more time. Kingpin though tells him that he doesn't tolerate failure and must pay for his failure to stop Urich. He then has Hammerhead hold Chameleon down as Kingpin rips the cyber chip out of his neck, which damages Chameleon's nervous system, putting him in a catatonic state. Kingpin then orders Hammerhead to take Chameleon's body and give him the best care, since he might still be useful to him. Alistair then wheels into the room and tells Kingpin and Hammerhead that there's a squad of cop cars surrounding the building. Hammerhead goes to take care of them, but Kingpin orders him to take Chameleon's body and get him, Vanessa, and Alistair to safety. The SWAT team then burst into the building and corner Kingpin in his study, where he holds up his hands and allows them to take him away. At his lab, Dr. Connors tries to contact Peter and tell him that Cletus is free and now has a symbiote, but Peter doesn't answer as he heads to meet MJ and the others at the hospital, where Liz is now being released with baby Normie. Flash and Mark offer to take her home and rest while Kong and Gloria head out on a date. Peter then runs and meets up with MJ, who greets him with a kiss. Meanwhile, at Aunt May's house, as Aunt May sits on the couch, watching TV, she gets a knock at the door. When she answers it, it turns out to be Kraven, who aims his knife at her and tells her that he wishes to speak with her nephew. He then orders her to call Peter, which she does. In Town Square, as Peter hangs out with MJ, he's about to ask her something, when his phone rings. He answers it and May tells him that a strange man in a leopard vest is in her house and wants to see him. Kraven then takes the phone and tells Peter that if he doesn't show up within 10 minutes, he'll kill May. A panicked Peter tells MJ that Kraven has Aunt May held captive and quickly rushes towards May's house. MJ though runs after him and tells him that she wants to help. Peter though tells her to stay put and not interfere because he doesn't want her to get hurt. Along the way towards May's house, Peter sees that he has a voicemail from Dr. Connors and listens to it, which tells him that Cletus Kassady has escaped and his experiment gave him a symbiote, making him even more dangerous.
At the Daily Bugle, Jameson tells Betty that he has to check something in his office, but when he enters his office, he sees Carnage sitting in his chair as Carnage tells him that he wants to talk to the man who wrote the article about him. Carnage demands the reporter to step forward, or else he'll start killing them one-by-one. He then says that he plans to use the reporter to bait out Spiderman and if he doesn't show up, he'll kill them all, but then says that he plans on killing them regardless of what happens. Ned steps forward and tells him that he did the article and tells him to let the others go. Randy though attacks Carnage from behind, but Carnage knocks him aside, injuring him as Robbie runs to his son's side. Betty though tells Ned that she refuses to let him give himself up and tells him that she loves him. Ned tells her that he loves her as well and asks her to marry him, which Betty accepts. Carnage then grabs Ned and Jameson and holds them hostage. Peter arrives at May's house as Spiderman and sneaks into the house, but Kraven senses him and attacks him. Spiderman though defends himself and tries to get Aunt May to safety. Kraven though reveals that he knows his secret identity as Peter Parker. As Spiderman gets May to safety, he takes his mask off, revealing himself to May, much to her shock. As she struggles to cope with Kraven and Peter being Spiderman, Peter tells her to get to safety and then puts his mask back on and continues battling Kraven. As a panicked May runs down the street, she runs into MJ and acts hysterical, but MJ tells her to follow her as she takes her to safety. As they continue to fight, Spidey asks Kraven how he found out where he lives or who he is, but Kraven reveals that he hit him with a special tracking dart that emits a scent that only he can trace with his heightened senses. Back at the Daily Bugle, Carnage keeps the staff hostage, but, unknown to them, Dr. Connors sneaks into the building, along with a sonic device that he designed to take down Carnage. While Spiderman and Kraven continue fighting, Kraven reveals that Carnage already has the Daily Bugle hostage. Spiderman though asks who Carnage is, but Kraven tells him that he'll find out soon enough. Kraven then uses his poison-tipped spear to injure Spiderman, knocking him unconscious. Kraven then takes his body and heads downtown. Meanwhile, a prison transport van heads to Ryker's Island, containing Kingpin. As the car drives, Kingpin tells the SWAT team men about his childhood, how he he had an abusive father who was also the town mayor, until one day, he started viciously beating his mother until he stepped in and stopped him. Wilson's father attacked him, but Wilson fought back and killed his father with a hammer. Suddenly, a robotic drone, controlled by Smythe, attacks the transport van. Hammerhead then arrives in a helicopter and Kingpin escape in the helicopter.
At the Daily Bugle, Dr. Connors gets caught by Carnage, who plans on killing him as a way of thanking him for the symbiote. Dr. Connors though tries to use the sonic device, but Carnage disarms him and attacks him with his claws. But, before he can kill Connors, Ned leaps in front of Connors and gets slashed by Carnage's claws, severely injuring him. Betty quickly runs to his side as Kraven arrives, holding Spiderman's unconscious body. Spiderman eventually wakes up and sees that Cletus is Carnage, but is too weak from the poison to attack. Carnage then gets ready to kill him, when Kraven stops him and tells him that he gets to kill Spiderman, since he hunted him down and defeated him. As Ned lays dying on the ground, he tells Betty that he loves her and then dies in her arms. While Kraven and Carnage continue arguing, Spiderman musters up the strength to escape from Kraven's grasp and lures them outside. Jameson orders Robbie and Randy to grab a camera and try to get footage of this while he and Ben tend to Ned. As he battles them on the rooftop, Carnage and Kraven gain the advantage due to Spiderman being weak from the poison. Robbie and Randy though use Randy's camcorder to record it and taps into the Bugle's antenna, broadcasting it to the entire city. At the cafe, Kong and Gloria watch Spiderman being defeated by Carnage and Kraven, causing Kong to become worried for Peter. At MJ's house, MJ and Aunt May watch the news broadcast as MJ tries to calm down May, but both become scared when they see the broadcast. In Brooklyn, Ben Reilly watches the news broadcast and worries about Peter and wonders whether to help, but decides that he won't be able to make it in time. At Liz's apartment, Flash, Liz, and Mark watch the broadcast and see Spiderman being defeated. At Felicia's apartment, Felicia sees Spiderman defeated and decides to help him because she still loves him. She quickly dons her costume and sets off to help. At a safehouse, Kingpin and Hammerhead arrive and find Alistair continuing to care for Vanessa. They then turn on the TV and see the broadcast of Spiderman being defeated by Kraven and Carnage. As Chameleon lays in bed, he turns his head at the mention of his half-brother, revealing that he's still somewhat alive. As Kraven gets ready to kill Spiderman, Black Cat arrives and distracts Kraven and Carnage long enough for her to get Spiderman to safety. Spidey though asks her why she saved him, but Black Cat tells him it's because she still loves him and leaves him to go fight Carnage and Kraven.
At first, Black Cat puts up a good fight and manages to hold her own, until Kraven uses his heightened abilities to overwhelm her. Carnage then gets ready to kill her, but Spiderman, who watches as she's about to get killed, musters up enough strength to save Cat and webs Carnage up. Kraven though attacks Spiderman, but Spidey uses his electro-webs to weaken Kraven and then uses the last of his strength to brutally beat Kraven until he's unconscious. Carnage though breaks free from the webbing and attacks Spiderman, but Black Cat saves him. Dr. Connors then tosses Spiderman the sonic device and tells him to use it on Carnage. Spiderman then fires the sonic device, which hits Carnage with a huge sonic blast, melting the symbiote off of his body as an unconscious Cletus falls off the rooftop, but Black Cat saves him. Spiderman then collapses after using the last of his strength. When Peter wakes up, he finds himself in Dr. Connors's lab, with MJ, May, Dr. Connors, and Black Cat standing beside his bed, where Dr. Connors reveals that he brought him to his lab and managed to find a anti-venom to the poison he was exposed to. They then tell him that Kraven and Carnage were both taken into custody, but Ned Leeds was killed, much to Peter's dismay. As Peter rests, May sits with him alone and asks him about him being Spiderman. Peter tells her about how he got the powers, Uncle Ben's death, fighting the supervillains, and Gwen's death. May still can't believe it, but Peter tells her that one of the reasons he became Spiderman was to honor Uncle Ben's final words, "with great power, comes great responsibility." May then smiles and tells him that Ben would be proud. Later, Peter sees MJ on the balcony as she starts hugging him and tells him she was scared that he would die. Peter though reassures her that he's fine and tells her that he wants to ask her something. As the sun rises, Peter gets down on one knee, takes out the ring, and proposes to MJ, who happily accepts as the 2 share a kiss. At Kingpin's safehouse, Kingpin sits beside his wife Vanessa, who wakes up and wonders where their son, Richard is. Kingpin though tells her that he has to tell her something and tells her that Richard is dead. Vanessa, who's in shock, asks him how he died, but Kingpin admits that he committed suicide, much to Vanessa's horror. Vanessa's heart rate then increases as she begins having a heart attack, much to Kingpin's horror as he desperately tries to save her, but to no avail as she dies on her deathbed, with Alistair telling her that she lost the will to live. Kingpin then starts sobbing and angrily trashes the warehouse and then cradles Vanessa's body. He then angrily curses Spiderman's name and orders Hammerhead to pick up their next recruit, despite Hammerhead trying to tell him that Spiderman has nothing to do with this, but Kingpin refuses to listen and tells him to obey his orders.
Later, Spiderman meets up with Black Cat on a rooftop and thanks her for saving him. Black Cat though tells him that even though he has a girlfriend, she'll still love him regardless, even though he'll never feel the same way about her. Spiderman though thanks her by kissing her on the cheek. Meanwhile, as Ben Reilly arrives home at his apartment, he finds a package outside his door from Peter. When Ben opens it, he finds out that they're Peter's old web-shooters, along with a note from Peter, telling Ben that he must live out his own life and become his own man and that he'll make a great hero. At Ravencroft, Dr. Kafka locks Cletus up in a maximum security cell, while Dr. Connors tells her that there seems to be no trace of symbiote in his body. But, unknown to them, Cletus wickedly cackles as his eyes glow red. The next day, a funeral is held for Ned, which is attended by Peter, MJ, John, Jameson, Ben, May, Robbie, Randy, Betty, Flash, Liz, Normie, Kong, Gloria, Mark, and Felicia, where Peter comforts a grieving Betty. Meanwhile, Kingpin holds a private funeral for his wife and son, which is attended by him, Hammerhead, and Alistair, while Kingpin vows to kill Spiderman. Peter, as Spiderman, then swings through the city, holding MJ, who's wearing the engagement ring, in his arms as they decide to begin a new chapter in their lives.
In a mid-credits scene, Peter visits Gwen's grave and tells her about his engagement to Mary-Jane and tells her that he'll always love her and she will always be his first love. Suddenly, his spider-sense activates. When he turns around, he's shocked to see his parents, Richard and Mary, standing behind him. They introduce themselves to Peter, but Peter refuses to believe that they're real and believes them to be clones. Richard and Mary both apologize to him for disappearing, but they tell him that they disappeared in order to keep him safe, causing Peter to break down into tears. Richard and Mary then both comfort him and assure him that they're real.
In a post-credits scene, at Ravencroft, Kraven, unable to bear the guilt of losing to Spiderman, decides to commit suicide by injecting himself with poison, but, before he can, Hammerhead reveals himself and stops him. He then tells Sergei that his brother's dead and that Spiderman killed him, much to Kraven's anger. Hammerhead then tells him that they're putting together a special team full of supervillains, all dedicated to destroying Spiderman and assures him that this team will put an end to him. Kraven accepts and follows Hammerhead through a secret tunnel to a limo. The limo then takes Hammerhead and Kraven to a warehouse by the docks, where Kraven meets Doctor Octopus, Rhino, Vulture, Electro, and Sandman. Hammerhead then welcomes him to the team, which he calls, the "Sinister Six."