After the events of The Amazing Spider-Man, Peter Parker continues his life as Spider-Man. And he meets his future best friend, Harry Osborn, and also meets Mary Jane Watson, and crosses paths with Felicia Hardy, who is the Black Cat. And Norman Osborn develops a serum that will keep him from dying, thus turning into the Green Goblin. And Peter is told by Nick Fury why his parents left him.


May 2, 2014


  • Peter Parker/Spider-Man - Andrew Garfield
  • Mary Jane Watson - Meagan Fox
  • Harry Osborn - Joseph Gordon-Levitt
  • Felicia Hardy/Black Cat - Avril Lavign
  • Gwen Stacy - Emma Stone
  • Norman Osborn/Green Goblin - Dennis Quaid
  • Wilson Fisk/Kingpin - Vince Vaughn
  • Nick Fury - Samuel L. Jackson
  • Aunt May - Sally Field
  • Robbie Robertson - Morgan Freeman
  • J. Jonah Jameson - Brian-Dole Murray
  • Betty Brant - ???


Six months after the events of The Amazing Spider-Man, Peter Parker continues to use his powers for good. One night, someone comes to Peter's home and looking for him. Nick Fury, Director of S.H.I.E.L.D., tells Peter that he knows what happened to his father. Peter asks him if they could talk outside. Nick Fury tells him that his father and Doctor Curtis Conners worked together on creating cross-species of spiders. Together, the two were able to create a new breed of spider which was stronger than any other species of spider. The two planned to create a serum which could heal the dying Norman Osborne using the spider's DNA but Osborne had other plans. He said that the formula could be used as a weapon. Osborne planned to sell the serum to the various militaries of the world as a way to create super soldiers. Peter's father refused to create the serum if it were to be used for military perposes so Osborne had two Oscorp employees try and threaten him. That's when Peter's father decided to leave. To keep Peter safe from Osborne, he asked his uncle Ben and aunt May to take him in. Nick Fury then tells Peter that he could use someone like him in his team of super powered beings. Peter then looks at him with suprise and he says "You didn't think you were the only one did you?" Peter declines the offer and Fury gives him a phone number to ring if he changes his mind. As he leaves he tells him to think about it. It is then revealed that someone on a type of glider was watching the conversation. He then flies off. The next day, at school, Peter meets new students Harry Osborne and Mary Jane Watson and befrirends the two. After school, Harry asks if Peter and Mary Jane could help him with some studying for a test at his house. Mary Jane has other things to do but Peter agrees to help him. When he gets to his mansion, Peter meets Harry's father, Norman Osborne. Peter introduces himself to Osborne and reveals he is the son of Richard Parker. Osborne tells him he knows because he recognises him. Peter asks Harry if he could quickly have a word with his father alone before he helps him and Harry says he can if it's ok with his father. Osborne then decides to hear what Peter has to say, so Harry heads to his room to start his studying. Peter tells Osborne he knows what he did and what he was going to uses the cross-species spider serum for. Osborne then tells Peter he is sorry about his father and that he is no longer that person. Peter is not sure what to believe then and goes to help Harry study. After they begin to study, Peter hears a loud bang and looks out the window. He then sees a couple of criminals robbing a nearby bank with highly advanced technology. Peter tells Harry he has to go for a second and goes to stop the criminals as Spider-Man. He is able to stop them and asks where they got the technology from. They tell him they got it from some guy who calls himself the Green Goblin. Peter says who as he is attacked by the Green Goblin. He tells Peter that he knoew he could lure him out with a simple bank robery. Peter battles the Green Goblin and during the battle, the Green Goblin cuts his arm and takes a small sample of his blood. After getting the blood, he leaves Spider-Man and Peter gives the criminals to the police. After stopping the criminals, Peter thinks he is forgetting something but can't remember it so he returns home. The next day, he returns to school and Harry is extremly angry at him. Peter then remembers what he was doing before he stopped the criminals. Harry tells him that he can't even help his friends when they need him. Peter feels guilty and tries to apologize but Harry still doesen't accept his apologies. Meanwhile, at Oscorp, Osborne puts Spider-Man's blood into a machine. He then injects himself with a green serum. He then says "Soon I will create my army and then, New York will be mine." Peter's blood is then changed into a red serum. That night, Peter is patroling the city and finds a women trying to steal a diamond. He tries to stop the women who calls herself Black Cat and the two battle. Peter is able to stop her from stealing the diamond and the two battle on the roof of the building. Then, Peter again sees a few criminals with very advanced technology but their technology is different from the technology Goblin's thugs were using. Peter battles them while Black Cat again tries to steal the diamond, but Peter is outnumbered and injured. Black Cat then decides to help Peter instead of stealing the diamond. Together, they are able to defeat the thugs. Peter asks if the work for the Goblin aswell and they tell him that they work for the Kingpin. The police then show up and Black Cat leaves but before she does, she tells Peter that this was fun and that they should do this again sometime. The next day, after school, Peter gets a job working for the Daily Bugle as a photographer. That night, he takes pictures of himself defeating various thugs. Meanwhile, Green Goblin is able to manufacture more of this new serum and leaves to go find Kingpin. Spider-Man sees him and follows him to a building surrounded by thugs. Black Cat is preparing to steal from Kingpin's safe, but sees Spider-Man and decides to help him. Spider-Man watches the Green Goblin to see what he is doing. Green Goblin breaks into Kingpin's office and kills all of the guards. Kingpin asks him why he is here and he says that he wants to use his thugs as an army. Kingpin tells Green Goblin that he is a fool for coming here and the Green Goblin threatens to kill him with a pumpkin bomb. Kingpin then allows him to take his army of thugs activates an alarm. Spider-Man and Black Cat then decide to get inside the building. They battle Kingpin's guards and Green Goblin. Spider-Man and Black Cat are able to defeat Kingpin's guards and Kingpin himself, but in the battle, Black Cat is killed. Green Goblin then becomes the leader of Kingpin's army and leaves but before he does, he gives Spider-Man a warning "If you keep getting in my way Spider-Man, those you love will pay the price." He then files off and asks five of the thugs to head to Oscorp. Kingpin and many members of his gang are aressted. At Oscorp, Green Goblin uses the five thugs as test subjects for the serum he created. The serum gives them all the abilities given to Peter when he was bitten by the spider. Spider-Man had followed Green Goblin back to Oscorp and watches as these five new spider powered beings are created. Spider-Man then attacks and destroys the Green Goblin's supply of the serum. Peter then battles the five thugs and is able to defeat them but just barley. Because they failed him, Green Goblin kills them. He then tells Peter "I warned you, now the person closest to you will die." As he flies off, Peter relises he means Gwen and rushes to her apartment, but is only able to see Green Goblin leaving with her. He follows him to a bridge where he attemps to throw Gwen of the bridge. Peter tries to save her but fails because of the Green Goblin and Gwen falls to her death. Peter then becomes enraged and violently attacks the Green Goblin. The two then have their final battle and Spider-Man kills the Green Goblin by impaling him through the chest with a shard of metal that fell off of his glider in the battle. Before he dies, the Green Goblin takes off his mask and is revealed to be Norman Osborne. With his dying breath, he says "I'm...sorry." Peter then feels guilty for killing his friend's father. Three days later, Peter is at the funeral for Gwen and Osborne. When it ends, everyone else leaves accept for him and Harry. Harry says to his father "I will find Spider-Man, and I will make him pay for what he has done to you." Harry then leaves. Peter then stands over Gwen and George Stacy's graves which are buried next to each other and says "If only I listened to you George. If only I kept Gwen safe."

In a post-credits scene, Peter calls Nick Fury and tells him he wants to join his team.

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