Peter Parker, once a baby, was sent to his Aunt May and Uncle Ben, by Nick Fury, when his parents, Richard and Mary Parker. When Peter becomes the hero, Spider-Man, he must defeat his parents' killer, the Incredible Hulk.


  • Peter Parker (Zach quinto
  • Mary-Jane Watson (Miley Cyrus)
  • Ben Parker (Hulk hogan)
  • May Parker (Adelle)
  • Nick Fury (Ernie Hudson )
  • J. Jonah Jameson (Jim CARREY)
  • Harry Osborn/green goblin (Chris pine)
  • Flash Thompson (Brian Bloom)
  • Kenny Kong (Bill Faggerbakke)
  • Hank Pym (Nolan North, Danny Cooksy for teenager) - worked with Peter's parents
  • Janet Pym (Grey DeLisle)
  • Reed Richards (Phil LaMarr)
  • Susan Storm (Nicole Sullivan) - her father, Franklin worked with Peter's parents
  • Johnny Storm (Will Friedle) - his father, Franklin worked with Peter's parents
  • Thing (Clancy Brown)
  • Bruce Banner/Hulk (Michael Masse/Fred Tatasciore) - murderer of Richard and Mary Parker, but he apologized to Peter
  • Franklin Storm (Wil Wheaton)
  • Richard Parker (Christopher Daniel Barnes)
  • Mary Parker (Vanessa Marshall)


  • Norman Osborn (Kevin Michael Richardson) - the main antagonist, uses the symbionts to become the new venom
  • Otto Octavius/Dr. Octopus (Corey Burton)
  • Justin Hammer (Xander Berkley)
  • Electro (Crispin Glover)
  • Sandman (Wade Williams)
  • Eddie Brock Jr. (T.J. Gould)
  • Kingpin (Kevin Michael Richardson)
    • Elektra (Maggie Q)
  • The Burglar (Richard Grieco)


Dover, New Jersey, 1989

Nick Fury, dressed in a smart black suit, welcomes a group of very special men in a building that’s still not finished. Morning, he wishes them briefly. He met the president last week and he told Fury he wanted a new Captain America. A super-soldier. Then maybe a thousand of them. Fury told him what he needed to do. He told him he needed to get the best brains money could buy and get them working on it exclusively. The president said he did do that. And Fury said, no he didn’t. Clearly. He said, let Fury go headhunting for him and see if he can’t hunt some heads. He told the president he needs to get the guys Fury picks and put them all in a room together. One of those rooms with a lot of expensive stuff. And then get them to work on securing their future as a nation ad a species.

And here they are. Doctor Franklin Storm, meet Richard Parker. Richard Parker, meet Doctor Bruce Banner. Bruce Banner meet… Storm interrupts referring to the last member of the group, a teenage boy dressed in skater clothes rather than a grown man like them. Their intern? he asks.

Intern? the boy scoffs. What’s 3,424,235,235,345 x 2,352,532, he asks. Storm ums. Doesn’t know his gazintas? the boy asks. Then he can get the coffee.

Fury grabs him by the shoulder, introducing him as Hank Pym, who just graduated MIT. For the second time. When Pym is still bitching, Fury orders him to let it go.

Can they see the original files of the supersoldier program? the scientists ask. No, Fury tells them curtly. They were destroyed long ago. Why? comes the question. He’ll tell them when he gets to know them better. Then they are starting from scratch? Storm asks. No, Fury replies, there’s this, and he hands them a vial of blood. Is it Captain America’s blood? Pym asks reverently. No, Fury replies. But examine it. Reverse engineer it. Do what you do. Where did it come from? Storm asks. Only Banner sees the band aid under Fury’s sleeve.

Get crackin’ or it’s all their asses, Fury orders. And one thing: no human testing. None. What-so-ever. Well, at some point… Banner ventures. At no point, Fury replies forcefully. How are they supposed to make a supersoldier with no soldiers to make super? Banner complains. They’ll deal with that when they deal with it, Fury replies and leaves. “Super-soldier,” Pym repeats enchanted, holding up the vial of blood.

The president asks Fury for an update on “Project Rebirth.” It’s coming along, Fury replies. Is that French for “You’re jerking me around?” the president asks annoyed. Fury insists he said what he meant. They seem up. Involved. They’re in the right headspace. Banner in particular. He doesn’t think the man sleeps. Fury adds that letting the army poach Doctor Storm out from under him for the Baxter Building project didn’t help them any..

The president apologizes but he has many fish to fry. If Fury finds someone else who can replace him, he has the money to do it. He suggests Howard Stark and his boy. But Fury doesn’t want that. Now that Parker is back from his leave… Where did he leave to? the present asks. He’s supposed to be working on a top secret….

His wife had a baby, comes the reply. Fury gave him a couple of weeks. The president is still getting impatient, but so far all the results are negative.

Banner suddenly announces he thinks he has it. Parker doesn’t believe it while Pym is eager to see. A moment later, he hesitatingly states it’s interesting. Parker insists he doesn’t have it. Bruce wants to have it. Doesn’t mean he does.

They should get some dogs and cats to do some testing, Pym suggests. Show it to Fury, Parker insists. Or show it to Fury, Pym amends. Banner is against it. If they show it to Fury, he will take it and hand it off to army scientists and they’ll never see the end of this and never get the credit and they’ll never get the….

No he won’t, Pym defends Fury. This is his project. It’s not his only project, comes the reply. The man is working on all kinds of angles on this. Who told him that? Parker asks mockingly, his girlfriend? Betty knows how the military works, Bruce states glumly.

Later, Pym and Banner are alone in the lab, Banner has been drinking. Pym asks him how sure he is on a scale from one to ten that this works. Damn sure. He wants to test it? Pym asks. On him? Calling him “kid,” Banner refuses. Why not? Pym asks. Seriously, he wants it. He’ll do it himself, Banner decides. Pym can spot him. Pym agrees.

Pym makes sure that Parker is out of the building and begins recording. Excited, he adds they can show it when they pick up their nobels.

Outside, Parker greets his wife who has brought their baby Peter. He wanted to see where his daddy works, she jokes. Did he say that? he asks. A mother can tell, she deadpans.

Inside, Pym injects Banner.

Outside, the Parkers discuss getting bikes.

Inside, Pym asks how Banner feels. Banner’s eyes begin to glow green.

The Parkers hear a booming noise. Pym runs outside panicked, babbling. Parker orders his wife to go to the car and lock herself inside. What did you--? he asks horrified, looking at the giant shadow emerging from the building.

Mrs. Parker hears a noise and a scream as the building seems to explode. The walls collapse and she is hit by debris, managing to cover her son.

The transformed Banner, a green Hulk, looks down at the dying woman and the unhurt baby. He looks around, sees the devastation and returns to the form of Bruce Banner. Seeing the dead Mary Parker, he whimpers “no” and runs. He didn’t mean to … he pleads and Nick Fury kicks him in the face. What did you do? he shouts at him several times, until noticing the gurgling baby.

He takes Peter up and gently tells him this wasn’t supposed to happen this way. Peter grins up at him. Things got a little crazy, Fury tells him. He carries Peter away and states the good news is Peter is so young, he won’t remember any of this.

15 years later

Peter is now Spider-Man, and looks into a file from Fury! sees the Hulk and finds out about Fury's secret project!

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