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NOTE: This spoiler was submitted by Dukes

The film opens with a 4 year-old Peter Parker playing hide-and-go-seek.  He searches the house until he comes to his father’s study, which has a broken window and has recently been tossed.  He calls for his dad, and Richard Parker (Campbell Scott) enters the study, looking extremely concerned.  Richard pulls a drawer out of his desk and removes a false bottom, revealing a file.  He takes the file, erases the equations off his blackboard, and carries Peter out of the office.  As they leave, we see a spider encased in Lucite on the desk.

Richard and Mary Parker (Embeth Davidtz) take Peter to his Uncle Ben (Martin Sheen) and Aunt May (Sally Field).  They say they will only be gone a short while, but the reflection of Peter’s face in the window turns to Peter Parker as a senior in high school.

Peter (Andrew Garfield) is putting his photo of the debate team in a display case at school.  Fellow student Flash Thompson (Chris Zylka) throws a basketball off the back of his head and bullies Peter.  Peter backs down.

At lunch Flash is bullying another kid, shoving his face in his cafeteria food.  He yells at Peter to take a picture, but Peter refuses and sticks up for the kid.  Flash beats Peter up until Gwen Stacy (Emma Stone) intervenes.  Later in class, Gwen tells Peter that she respects how he stood up to Flash.  Peter clearly has a giant crush on Gwen.

Peter goes home to where he is still living with his Uncle Ben and Aunt May.  Uncle Ben asks Peter to help him fix a flood in the basement.  While Peter is down there, he notices a leather briefcase that belonged to his father.  He brings the briefcase upstairs, and finds a news clipping of his father with Richard Parker’s old colleague Dr. Curt Connors (Rhys Ifans).

Peter examines the briefcase further and finds a secret pocket that contains a folder of his father’s equations.  The main equation is marked with the symbol of two zeros crossed with diagonal lines.  The equation concerns something called the “decay rate algorithm.”  Peter researches Dr. Connors online and finds that he is working on cross-species genetics at Oscorp.

Peter heads to Oscorp Tower downtown and tells the receptionist he wants to see Dr. Connors.  The receptionist thinks Peter is there for the internship program, and Peter takes someone else’s nametag and sneaks upstairs.

It turns out that Gwen Stacy is the head Oscorp intern, and she gives the other prospective interns a tour.  Peter hides in the back of the group until Dr. Connors appears and asks the group how they would go about curing MS and other degenerative diseases and injuries.  Peter pipes up and answers “cross-species genetics.”

Gwen knows that Peter isn’t really on the intern list, but she covers for him, asking only that he stick with the group and not get her in trouble.  But Peter sneaks off immediately, bumping into Rajit Ratha (Irrfan Khan), who drops a file bearing the same double zero symbol that Peter saw in his father’s file.  He follows Ratha to a lab with the same symbol by the door, and remembers the code for the door so he can sneak in once Ratha leaves. 

Once inside, Peter finds himself in a room full of spiders spinning super strong silk.  Peter touches one of the strands and the machinery halts, dropping a dozen spiders on his head.  Peter brushes them off and runs out of the lab to rejoin the group.  Gwen is bugged that he went off on his own.  She takes his nametag away, and as Peter is leaving, he is bit on the back of the neck by a spider he missed.

As Peter is riding home on the subway, he falls asleep.  A group of thugs balance a beer bottle on his sleeping face, and when a droplet of condensation touches his skin, Peter springs awake and lands on the ceiling of the subway car, hanging upside down.  When he tries to apologize to the thug's girlfriend for spilling beer on her, his hand sticks to her shirt and he tears it right off.  The thugs try to attack him, but suddenly Peter is super strong, fast, and has incredible reflexes.  He knocks them all out.

When he gets home, Peter is sweating and starving.  His uncle and aunt stare as he empties the fridge.  When Peter heads upstairs, he examines the spider bite and pulls away a thread of silk from which the spider is still clinging.  He captures the spider and looks up bites online.

The next morning, Peter goes to visit Dr. Connors.  He explains that he is Richard Parker’s son, and asks Dr. Connors about the research he was doing with Peter’s father.  Dr. Connors is missing most of his right arm, and he explains to Peter that he and Richard were very close to a cross-species genetics breakthrough that would have allowed him to regenerate his arm.  Thus, he was very upset when Richard and Mary Parker were killed in a car accident.  He could not continue as well on his own, since he could not solve the decay rate algorithm.  Peter writes out the algorithm from his father’s notes.  Dr. Connors is extremely excited and asks Peter to come see him at the lab after school.

The next day at school, Flash is playing basketball in the gym, and he keeps knocking the ball into a bunch of kids who are trying to paint posters.  Peter picks up the ball and tells Flash to come get it.  Flash keeps trying to grab the ball, and Peter keeps pulling it away, humiliating Flash in front of all his friends.  Peter dunks over Flash’s head, shattering the backboard.

Peter is pulled into the principal’s office and his Uncle Ben has to come pick him up.  Uncle Ben chastises Peter for taking revenge and says that because he had to switch shifts at work, Peter will have to pick up Aunt May at 9:00 pm.

After school Peter tests out his new skills, climbing all over everything, then he heads back to Oscorp Tower.  As he enters the lab, he notices an old piece of equipment his father helped develop, which was supposed to be used to deliver a substance across a large area by dispersing a “cloud” – for instance, it could be used to send a cloud of polio vaccine across an entire country.  Dr. Connors tells Peter that the machine was shelved because there was too much danger that it would be used as a weapon to deliver a toxin instead.

Peter works with Dr. Connors to insert the decay rate algorithm into a computer simulation, and when it proves successful, they inject it into a 3-legged mouse.  While they work, Uncle Ben tries to call Peter’s cellphone, but Peter ignores it.

When Peter gets home late at night, Uncle Ben is furious because Aunt May had to take the subway home alone.  He tells Peter that Richard Parker always remembered that a person has a moral responsibility to help others.  Peter says, “Then where is he?  Why isn’t he here to help me?”  Peter storms out of the house, and Uncle Ben chases after him, but Peter hides up a telephone pole until Uncle Ben passes by.

Peter heads to a convenience store to buy chocolate milk.  The milk is $2.07, but Peter only has $2.05.  He tries to take two pennies from the “leave a penny, take a penny” tray, but the jerk cashier won’t let him because “it’s not policy to let someone take a penny if they haven’t spent $10 or more.”  He tells Peter to get lost.

Peter is about to leave when he notices that the next customer, a 30-ish guy with shoulder-length blond hair and sunglasses, has deliberately knocked a bunch of stuff off the counter so he can rob the till while the cashier is cleaning up.  The thief grabs the cash and tosses Peter the chocolate milk before taking off.

When the cashier realizes he’s been robbed, he yells at Peter to stop the thief, but Peter says, “Sorry, it’s not my policy.”  On the other side of the street, Uncle Ben hears the cashier yelling and he sees the thief trip and fall, dropping a gun out of his coat.  Uncle Ben tries to grab the gun at the same time as the thief, and gets shot in the chest.  Peter runs to help, but by the time he gets there Uncle Ben is dead.

The police show Peter and Aunt May a sketch of the thief, and Peter asks to keep it.  The police say the thief also has a star tattoo on his wrist.  Aunt May is devastated to lose her husband, and Peter feels extremely guilty and miserable.  At school, Flash apologizes to Peter and Gwen gives him a hug, but he just walks away.

Peter starts intercepting criminals that look like the man with the shoulder-length blond hair, but none have the star tattoo on their wrist.  After his first encounter when the criminal yells “I know what you look like – I’ve seen your face!” Peter sews himself a mask, based off an old Mexican wrestling poster.  As he hones his crime-fighting skills, Peter purchases and customizes a spandex suit, and designs mechanical web-shooters using the industrial spider silk packets from Oscorp.  People have captured videos of Peter’s exploits, and the police issue a warrant for the “masked vigilante.”

Aunt May is upset that Peter keeps coming home late at night, all beat up.  One night she is particularly annoyed because he forgot to bring the eggs she asked him to get.

Meanwhile, Dr. Connors is elated that the new serum he developed with Peter appears to have allowed the test mouse to grow its leg back.  Rajit Ratha tells Dr. Connors they need to start testing on human subjects immediately.  Oscorp is funding Dr. Connors research because it is supposed to cure Norman Osborn of some unspecified ailment, and Osborn doesn’t have much time left.

Dr. Connors says the serum isn’t ready for humans yet, and Ratha says Connors should take it to the veterans hospital and test it on some amputees without their knowledge.  Dr. Connors refuses, and Ratha says Connors is a hypocrite, implying that Dr. Connors had something to do with Richard and Mary Parker’s death.  He threatens Connors with the same fate, but Dr. Connors still refuses.

Ratha says it doesn’t matter what Connors says, Oscorp owns the serum and Connors can just pack up his stuff and leave.  Once Ratha departs, Dr. Connors injects the serum into the stump of his arm.

Dr. Connors falls asleep at his desk, and when he wakes, his arm has regenerated.  It looks a little pale and gooey, but it is basically a functioning arm.  Connors is extremely excited.  He tries to call Ratha, but Ratha’s receptionist says he is already on his way to the veterans hospital.  Dr. Connors jumps in a cab to catch up with Ratha, but he’s starting to feel strange.  He yells at the cabbie to drive, as Connors' eyes turn yellow and his skin starts to scale.

Meanwhile at school, Gwen Stacy asks Peter if he’d like to come over for dinner.  Peter agrees, and knocks on Gwen’s window up on the 24th floor.  Gwen lets Peter inside and introduces him to her father, Captain Stacy (Denis Leary), the police chief who has been spearheading the investigation into the masked vigilante.  They share an awkward dinner where Peter defends the vigilante and Captain Stacy says he’s nothing but a dangerous maniac clearly looking to wreak revenge on a particular blond criminal.

Gwen pulls Peter away for “some air,” and Peter and Gwen share a kiss on the balcony.  Peter reveals to Gwen that he is actually the vigilante.  Then he hears police sirens and jumps off the balcony to catch up with the cop cars.

The police are headed to the bridge where Rajit Ratha’s car is stuck in traffic.  Ratha sees people running past his car window in terror, and then a huge lizard rips the top off his vehicle.  The lizard flings Ratha and his car off the bridge, but Peter manages to snag the car with his web and secure the end of the line to the railing.  He does this for a few different cars the lizard has flung willy-nilly.

The lizard takes off before Peter can get a good look at it, and a distraught man yells that his son is trapped in one of the suspended cars.  Peter climbs down his web line and breaks into the car.  He frees the kid from his seatbelt, but the kid is super scared and only slowly begins to climb out, even as the gas tank ignites and the car lights on fire.  The line snaps and the car falls, but Peter manages to catch the kid with a shot of web and pull him to safety.  The kid’s father is extremely grateful and asks, “Who are you?”  Peter says, “I’m Spiderman.”

Meanwhile, the giant lizard has escaped down to the sewer where it morphs back into Dr. Connors, who is again missing his arm.  Dr. Connors crawls home.

Peter is determined to track down the lizard, and he visits Dr. Connors because Connors is an expert in herpetology.  He asks Dr. Connors how predators track lizards.  Dr. Connors says that most lizards are at the top of their respective food chains.  He’s talking really strangely, plus he still has a little scaly-looking skin on his neck.  Peter quickly ascertains that Dr. Connors is the lizard.  This is confirmed as Peter is leaving the lab and he sees that the test mouse they injected with the serum has morphed into a weird lizard mouse monster and has eaten the normal mouse in the next cage.

Peter tries to warn Captain Stacy that Dr. Connors is the lizard, but of course it sounds crazy.  Even so, Captain Stacy instructs one of his officers to start a file on Dr. Connors.

As Peter is leaving the police station, he notices a bunch of little lizards running down into the sewer.  Peter goes down into the sewer and sets up his camera to take an automatic picture.  Then he builds a giant web in the intersection of a bunch of tunnels.  He lies across the lines, feeling for any movement.

Meanwhile, Dr. Connors has set up a mini-lab in the sewer and continues to inject himself with increasing amounts of serum because he loves the strength and power it gives him.  He believes he is turning into a superior life form.

He morphs into the lizard again, and drops down unexpectedly on Peter and the giant web from above.  They fall through the web and fight underwater, and Peter scurries out a pipe too small for the lizard to follow.  Peter’s camera has taken a number of photos of the lizard, but the lizard notices the flash and grabs the camera, which reads “Property of Peter Parker” on the back.

Peter heads over to Gwen Stacy’s apartment, soaking wet and gashed across the chest from his fight with the lizard.  He climbs in her window again, and she fixes his chest, but when he tries to kiss her she says that she hates having to worry that her dad is going to get killed every day when he leaves for work.  She doesn’t want the same worry in her relationship with Peter.  Peter explains that he is partially responsible for the lizard because he gave Dr. Connors the algorithm to finish the serum.  Now he can’t just let Connors run amok.

The next day, the lizard climbs through the sewers into the bathroom of Peter’s high school.  The kids all run away screaming, and Peter tells Gwen to run too.  Peter fights the lizard, but it is super strong and it throws him through the wall and breaks through all the webs that Peter shoots at it.  The lizard pins Peter and is about to tear his head off when Gwen hits it from behind with a giant trophy.  Peter takes the opportunity to wrap the lizard in even more web, and he tells Gwen to get to Oscorp and make an anti-venom from the serum.

The lizard escapes again, but this time it does not return to the lab in the sewer.  Peter finds the lab and examines Dr. Connors' papers and computer, discovering that Connors plans to use the old cloud machine at Oscorp to disperse a cloud of serum across the city, turning everybody into lizard monster (or in Connors' eyes, “the next evolution of humanity”).

Peter calls Gwen and tells her to get out of Oscorp, because that is where the lizard is going, but Gwen says there is still 8 minutes before the anti-venom will be completed.  She hits the alarm to evacuate all the other employees, then grabs the cloud machine and hides in an air vent.

Peter rushes over to Oscorp, but on his way he is tracked by a police helicopter, and the cops shoot him with a mini stun-gun bullet.  Peter falls to the ground and is surrounded by cops.  They handcuff him and Captain Stacy pulls off his mask, but keeping his face down, Peter breaks the cuffs and incapacitates all the officers except Captain Stacy.  Captain Stacy pulls his gun on Peter and forces him to turn around, revealing his face.  Peter says, “The lizard is on its way to Oscorp, and your daughter is up there.  You have to let me go so I can save her.”  Captain Stacy allows Peter to put his mask on again and leave, but as Peter is swinging away, one of the officers shoots Peter in the leg.

Meanwhile, the lizard is intercepted by another group of officers.  It douses them in serum gas, starting their transformation into lizard monsters.  The lizard is shot multiple times in the encounter, but it regenerates easily.

The lizard reaches Oscorp and searches for the cloud machine.  It can smell Gwen Stacy in the air vent and it grabs the machine, but Gwen repels it with a blowtorch and manages to escape with the anti-venom.  The lizard starts scaling Oscorp Tower to install the cloud machine on the pinnacle of the building.

Peter is desperately trying to make it to Oscorp Tower, but the bullet wound in his leg is slowing him down.  The man whose son Peter saved on the bridge spots Spiderman struggling up the building, and he organizes a bunch of his construction worker friends to turn all their cranes to form a framework on which Peter can swing to Oscorp Tower.

Peter seals his gunshot wound with web and swings to the tower.  At the same time, Captain Stacy intercepts Gwen running out of the building.  He tells her that he knows the truth about her boyfriend, and Gwen asks him to get the anti-venom to Peter.

The lizard has set up the cloud machine on the top of the building, and the serum will detonate in two minutes.  Peter attacks the lizard, and they fight on top of the building with Peter getting the worst of it.  The lizard smashes Peter’s mechanical web slingers and starts strangling Peter with his tail.  It is about to rip Peter’s head off again when Captain Stacy shows up with a shotgun.  He shoots a tank of liquid nitrogen and Peter freezes the lizard to slow its regeneration while Captain Stacy shoots it with his shotgun.  Captain Stacy says, “I’ve got this!” and throws the anti-venom to Peter.  But as Peter scales the pinnacle, the lizard breaks out of the liquid nitrogen ice coating and impales Captain Stacy with its claws.

Peter manages to swap the serum with anti-venom with seconds to spare.  As the lizard leaps on Peter, the anti-venom explodes in a giant cloud over the city.  It hits the lizard and it starts turning it back into Dr. Connors.  It also heals all the police officers that were doused with serum.

Unfortunately, the liquid nitrogen has continued to leak all over the base of the pinnacle, and the pinnacle breaks off, nearly plunging Peter to his death.  Dr. Connors grabs Peter with his right hand, pulling him to safety only moments before the anti-venom takes full effect and Dr. Connor’s entire right arm disappears again.

Peter runs over to Captain Stacy, but it is clear the Captain is dying.  He tells Peter, “I was wrong - the city does need you.  But you are going to make enemies.  It will be dangerous.  You have to promise me to leave Gwen out of it.  Promise me.”  Peter promises and Captain Stacy dies.

Peter goes back home to his Aunt May.  She is shocked to see how extremely beaten and sore he is.  Peter pulls a carton of eggs out of his backpack and hands them to his aunt.

At Captain Stacy’s funeral, Peter hides on the roof of the building and watches from a distance.  Gwen Stacy shows up at his door some time later and demands to know why Peter has been avoiding her, and why he didn’t come to her father’s funeral. Peter says he can’t see Gwen anymore.  She is extremely upset and walks away, but then turns back to say, “He made you promise to stay away from me, didn’t he?”

At school, Peter and Flash have become friends, but Gwen is shunning him.  Peter is late to the English class he shares with Gwen, and the teacher chastises him for his constant tardiness.  Peter says, “I’m sorry, it won’t happen again.”  The teacher says, “Don’t make promises you can’t keep.”  Peter sits directly behind Gwen and whispers, “But those are the best kind.”  Gwen smiles.

The final shot is Peter launching himself off a crane as he continues to fight crime and protect the city.

The credits roll.  Midway through the credits, we see Dr. Connors being escorted into his jail cell.  A shadowy figure is waiting in the cell.  The figure says, “Did you tell Peter Parker the truth about his father?”  Dr. Connors says, “No.  Just leave Peter alone.”  The figure laughs and disappears.


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