Who am I? You sure you want to know?
The story of my life
is not for the faint of heart.
If somebody said
it was a happy little tale...
... if somebody told you I was just an
average ordinary guy, not a care in the world...
... somebody lied.
But let me assure you, this
like any story worth telling...
... is all about a girl.
That girl. The girl next door.
Mary Jane Watson.
The woman I've loved
since before I even liked girls.
I'd like to tell you that's me
next to her.
Aw, heck, I'd even take him.
Hey! Stop the bus!
That's me.
Tell him to stop! Please!
Stop!
Hey! Stop the bus!
Stop the bus! He's been chasing us
since Woodhaven Blvd.
Catch a cab, Parker!
Thank you. I'm sorry I'm late.
What a geek!
- Don't even think about it.
- You're so lame, Parker.
Would you date him?
Midtown High seniors.
No wandering. Proceed direct...
Knock it off.
Remember, it is a privilege
to be here.
We're guests of Columbia University's
Science Department.
So behave accordingly.
Let's not have a repeat
of our trip to the planetarium.
Come on, stay together.
Proceed up the steps
and into the building.
- Where were you?
- Checking out the library.
- Looking at the books.
- Yeah, right.
- Dad would you ask Hoskins to drive around the corner please.
- Why?
The entrance is right there.
Dad these are public school kids,
I'm not showing up for the field trip in a Rolls.
You want me to trade in my care for a Jetta
just because you flunked out of every private school I ever sent you to?
- It wasn't for me.
- Of course it was.
- Don't ever be ashamed of who you are.
- I'm not ashamed of who I am.
It's just...
Just what, Harry?
Forget it.
Pete!
- Hi, Harry.
- Hey, man. What's up?
- Harry! Won't you be needing this?
- Thanks Dad.
- Um, Peter may I introduce my father, Norman Osborn.
- I've heard so much about you.
- It's a great honour to meet you sir.
- Harry tells me you're quite the science whiz.
Y'know, I'm something of a scientist myself.
I read all your research on nanotechnology.
Really Brilliant.
- You understood it?
- Yes, I wrote a paper on it.
Impressive.
Your parents must be very proud.
- I live with my aunt and uncle, they are proud.
- Hey, you two! Let's move!
- Nice to meet you.
- Hope to see you again.
- He doesn't seem so bad.
- Not if you're a genius.
I think he wants to adopt you.
There are over 32,000 known species
of spider in the world.
They're in the order Araneae,
divided into three suborders.
That's amazing!
This is the most advanced electron
microscope in the eastern seaboard.
It's unreal.
Arachnids from all three
groups possess...
...varying strengths which help them
in their constant search for food.
For example, the Delena spider,
family Sparassidae...
...has the ability to jump
to catch its prey.
For the school paper?
Next, we have the net web spider,
family Filistatidae...
...genus Kukulcania.
It spins an intricate funnel shaped web whose strands
have a tensile strength
...proportionately equal to the type of high tension wire...
- Leave him alone.
- Or what?
Or his father will fire your father.
What's Daddy gonna do? Sue me?
What is going on?
The next person who talks
will fail this course. I kid you not.
- This grass spider...
- Let's go.
...hunts using reflexes with
nerve-conduction velocity so fast...
...that some researchers believe
it almost borders on precognition.
-Those guys are jerks.
-...an imminent awareness of danger...
A spider-sense.
Hey, look at that spider.
Some spiders change colors
to blend into their environment.
It's a defense mechanism.
Peter, what makes you think
I'd want to know that?
Who wouldn't?
Over five painstaking years,
Columbia's genetic research facility has...
- You gonna talk to her now?
- Oh, no. Come on. You talk to her.
With these DNA blueprints, we have
begun what was once thought impossible.
- Disgusting.
- Yeah, hateful little things.
I love them!
Yeah, me too.
You know, spiders can change
their color...
...to blend into their environment.
- Really?
- Yeah, it's a defense mechanism.
- Cool.
...transfer RNA
to encode an entirely new genome...
...combining the genetic
information from all three...
...into these 15 genetically
designed super-spiders.
There's 14.
I beg your pardon?
- One's missing.
- Yeah.
I guess the researchers
are working on that one.
Do you know that this is the largest
electron microscope on the eastern seaboard?
You were talking throughout
that woman's entire presentation.
Let's talk about how we listen.
I don't know what it's like
at those fancy private schools...
...but at Midtown High...
Hey, Could I take your picture?
I need one with a student in it.
- Sure, yeah.
- Great.
Where do you want me?
Over here?
Yeah, that's great.
Don't make me look ugly.
That's impossible.
Perfect.
- Is that good?
- Great.
That's great.
M.J., let's go!
Wait. Thanks!
Parker, let's do it.
We've solved the horizon glide
and the multi-G balance issues.
I've already seen the glider.
That's not what I'm here for.
General Slocum, good to see you again.
Mr. Balkan, Mr. Fargas.
- Norman.
- Mr. Osborn.
Always a pleasure to have
our board of directors pay us a little visit.
I want to see the progress report on
Human performance enhancers.
We tried vapour inhalation with rodent subjects.
They showed an 800 percent increase in strength.
- Excellent.
- Any side effects?
-In one trial yes.
-It was an aberration.
All the tests since
have been successful.
In the trial that went wrong, what happen?
what were the side effects?
Violence, aggression...
...and insanity.
- What do you recommend?
- That was only one test.
With the exception of Dr. Strom our entire staff
certifies the product
...ready for human testing.
- Dr. Stromm?
We need to take the whole line
back to formula.
- Back to formula?
- Dr. Osborn.
I'm going to be frank with you.
I never supported your program. We
have my predecessor to thank for that.
Norman, the General gave the go-ahead
to request aerospace
...to build a prototype
of their exoskeleton design.
- They test in two weeks.
- And if your so-called performance enhancers
...have not had a successful
human trial by that date...
...I'm gonna pull your funding.
I'm going to give it to them.
Gentlemen. Ladies.
And the Lord said, "Let there be light."
And voil! There is light.
Forty soft, glowing watts of it.
Good boy. God will be thrilled.
Just don't fall on your ass.
I'm already on my ass, May.
When the plant's senior electrician
is laid off after 35 years...
...what would you call it?
I am on my ass.
Hand me that dish. The green one.
The corporation is downsizing
the people...
...and upsizing their profits.
Oh, Ben, you'll get another job
somewhere.
Well, let's look
in the paper and see.
There are the want ads.
What do we got here?
Computer...
Computer salesman, computer engineer,
computer analyst.
My Lord, even the computers
need analysts these days.
I'm 68. I'm too old for computers, and
besides, I have a family to provide for.
I love you. And Peter loves you.
You're the most responsible man
I've ever known.
We've been down-and-out before.
But somehow, we survive.
Hi, sweetie. You're just...
Just in time for dinner.
How you doing? How was the field trip?
I don't feel well.
I'm gonna go to sleep.
- You won't have a bite?
- No thanks, had a bite.
Did you get some pictures, Peter?
I gotta crash. Everything's fine.
What's that all about?
In this recombination lab...
...we use synthesized transfer RNA
to encode an entirely new genome...
...combining the genetic
information from all three...
... into these 15 genetically
designed super-spiders.
Dr. Osborn, please.
The performance enhancers aren't ready.
The data just doesn't justify
this test.
Now, I'm asking you for the last time.
We can't do this.
Don't be a coward.
Risks are part of laboratory science.
Let me reschedule,
with the proper medical staff and a volunteer.
- If you just give me two weeks...
- Two weeks?
In two weeks? We'll have lost the contract
to Quest and OSCORP will be dead.
Sometimes you gotta
do things yourself.
- Get me the Promachloraperazine.
- For what?
It begins catalyzation when the vapor
hits the bloodstream.
...and we've barely tapped
the vastness of human potential.
Oh, that's cold.
Norman?
Norman!
Oh, my God.
Oh, my God!
Oh, my God! Norman!
Back to formula?
Weird.
- Peter?
- Yeah?
Are you all right?
I'm fine.
- Any better this morning? Any change?
- Change?
Yep. Big change.
- Well, hurry up. You're going to be late.
- Right.
Okay.
- Goodness me!
- Jeez. I thought you were sick.
- I got better.
- See?
- Bye, guys.
- You haven't eaten anything, have you got your lunch money?
- Yeah I've got it.
Hey Michaelangelo don't forget
we're painting the kitchen right after school. Got it?
Sure, Uncle Ben.
Don't start without me.
And don't start up with me.
Teenagers. Raging hormones.
They never change.
You're trash!
You're always going to be trash just like her.
- I have to go to school.
- Who's stopping you?
Hi, M.J.
Hey, M.J.
I don't know if you realize this, but
we've been neighbors since I was 6.
And I was wondering
if we could get together sometime?
I got the car. Hop in.
Do something fun?
Or, I don't know.
I thought it'd be time
to get to know each other.
Or not.
Sorry, Parker, the bus is full!
- Stop the bus!
- Catch a cab!
Tell him to stop.
- Check him out!
- Dork!
Dad!
Dad, are you all right?
Harry.
What are you doing on the floor?
I don't know.
Have you been there all night?
Last night I was...
What?
- I don't remember.
- Mr. Osborn?
Sir, I asked her to wait in the foyer.
- My father's not feeling well...
- Mr. Osborn, Dr. Stromm is dead.
What?
They found his body this morning
in the lab. He's been murdered, sir.
- What are you talking about?
- And the flight suit and the glider...
- What about it?
- It's been stolen, sir.
Wow! Great reflexes!
- Thanks.
- No problem.
Hey, you have blue eyes.
I didn't notice without your glasses.
You just get contacts?
Well, see you.
- What happened?
- He's freaking weird.
Did you see that?
Parker?
- It's a fight!
- Think you're pretty funny don't you, freak?
- Flash it was just an accident.
-My fist breaking your teeth is the accident.
-C'mon Flash, stop.
-I don't want to fight you Flash.
- I wouldn't want to fight me neither.
- Kick his ass.
Help him, Harry.
How'd he do that?
Which one?
He's all yours, man.
Flash, get up!
Jesus, Parker, you are a freak.
That was amazing.
I'm out of here. Come on.
Go, web!
Fly.
Up, up and away, web.
Shazam!
Go! Go!
Go, web, go!
Tallyho.
- Is she back with the beer yet?
- What?
Bring me some beer.
- Get up off your ass.
- I paid for beer...
- Stop yelling.
- Stop it!
You're as stupid as your mother.
Where's she going?
Where you going?
The dishes aren't done.
Somebody's gotta do dishes.
- Why don't you do them?
- Get in here and do the dishes.
- You do them. They're yours, anyway.
- I'm going out!
- Were you listening to that?
- No.
Well, I heard, but I was
just taking out the trash.
I guess you can always hear us.
Everybody shouts.
Your aunt and uncle don't.
Oh, they can scream
pretty good sometimes.
Listen, M.J., about today
at school with Flash...
You really freaked us out.
I'm sorry. Is he okay?
He's just happy you didn't give him
a black eye for graduation.
So where are you going
after you graduate?
I wanna move into the city.
And hopefully, get a job
as a photographer.
Work my way through college.
What about you?
Headed for the city too.
Can't wait to get out of here.
I wanna...
What?
No, come on. Try me.
I wanna...
...act...
...on-stage.
Really?
Oh, that's perfect.
You were awesome
in all the school plays.
- Really?
- Yeah.
I cried like a baby
when you played Cinderella.
Peter, that was first grade.
Well...
...even so.
Sometimes...
...you know people.
You can just see what's coming.
What do you see coming for you?
I don't know.
Whatever it is, it's something
I never felt before.
And what for me?
For you?
You're gonna light up Broadway.
You know...
...you're taller than you look.
I hunch.
Don't.
Hey, M.J.! Come take a ride
in my new birthday present.
Come on.
I gotta go.
Bye.
- Oh, my God, it's gorgeous!
- Yeah, right.
- Look at it!
- Hop in.
Oh, my God. What a cool car!
Pretty tight, huh?
Wait till you hear the sound system.
Hey, don't scratch the leather.
Cool car.
What's going on in there?
I'm exercising.
I'm not dressed, Aunt May.
Well, you're acting
so strangely, Peter.
Okay. Thanks.
Something's bothering him.
Maybe he's too embarrased to tell me what it is.
Maybe I'm too embarrassed to ask him.
I don't know, I just don't know anymore.
I'm going to the downtown library,
I'll see you later.
- Wait. I'll drive you there, buddy.
- I'll take the train.
No, I need the exercise.
Go on. Go, go, go.
- Thanks for the ride, Uncle Ben.
- Now wait a minute, we need to talk.
- We can talk later.
- Well, we can talk now. If you let me.
What do we have to talk about?
Why now?
Because we haven't talked at all for so long,
your Aunt May and I don't even know who you are any more.
You shirk your chores. You have all
those weird experiments in your room.
- You start fights at school.
- I didn't start that fight, I told you that.
- Well you sure as hell finished it.
- What was I supposed to do, run away?
No, you're not supposed
to run away, but...
But, Pete look, you're changing. I know,
I went through exactly the same thing at your age.
No. Not exactly.
Peter... these are the years
when a man changes...
...into the man he's gonna become
the rest of his life.
Just be careful who you change into.
This guy, Flash Thompson,
he probably deserved what happened.
But just because you can
beat him up...
...doesn't give you the right to.
Remember, with great power
comes great responsibility.
Are you afraid that I'm going to turn into some
kind of criminal? Quit worrying about me, okay?
Something's different.
I'll figure it out. Stop lecturing, please.
I don't mean to lecture and I don't mean to
preach. And I know I'm not your father--
Then stop pretending to be!
Right.
I'll pick you up here at 1 0.
Bone Saw! Bone Saw! Bone Saw!
Bone Saw! Bone Saw! Bone Saw!
Bone Saw! Bone Saw! Bone Saw!
Bone Saw! Bone Saw! Bone Saw!
- One, two, three. That's it!
- Who's the man?
Ladies and gentlemen...
...give it up for Bone Saw McGraw.
For $3000...
...is there no one here man enough
to stay in the ring...
...for three minutes
with this titan of testosterone?
Who?
I know who.
The Flying Dutchman!
Next.
There's no featherweight
division here smallfry. Next.
No, no. Sign me up.
Okay. You understand the NYWL
is not responsible...
...for any injury you may and probably
will sustain while participating in said event
and you are indeed participating of your own free will?
- Yes.
Down the hall to the ramp.
May God be with you. Next.
Told you! Told you!
Winner!
Next victim!
Are you ready for more?
Bone Saw is ready!
Will the next victim please
enter the arena at this time?
If he can withstand just three minutes
in the cage with Bone Saw McGraw...
...the sum of $3000 will be paid to...
- What's your name, kid?
- The Human Spider.
The Human Spider? That's it.
That's the best you got?
- Yeah.
- Oh, that sucks.
The sum of $3000 will be paid to...
...the terrifying, the deadly...
...the amazing Spiderman!
- My Name's the Human Spider.
- I don't care, get out there.
- No, he got my name wrong.
- Get out there, moron.
Bone Saw will eat you up
and spit you out, little man.
I hope you brought your mommy.
- We'll break you!
- You'll need someone to cry to.
I'm gonna rip all eight of your
feeble legs off one by one.
Oh, my God!
Oh, my legs!
Oh, God. I can't feel my legs.
Kill! Kill! Kill!
Cage! Cage! Cage!
Cage!
Hello? Guys?
Will the guards please lock
the cage doors at this time?
Hey listen! This is some kind of mistake.
I didn't sign up for a cage match!
Unlock the thing! Take the chain off!
Hey, freak show!
You're going nowhere.
I got you for three minutes.
Three minutes of playtime.
- What are you doing up there?
- Staying away from you.
That's a cute outfit.
Did your husband give it to you?
Finish him off!
Smash him!
- Hit him!
- Harder!
Kick his spider ass!
Hit him!
One, two, three!
That's it! That's it!
Winner!
Ladies and gentlemen, give it up
for the new champion, Spiderman!
Now get out of here.
A hundred bucks? The ad said 3000.
Well, check it again, webhead.
It said three grand for three minutes.
You pinned him in two.
For that, I give you 100.
You're lucky to get that.
I need that money.
I missed the part
where that's my problem.
- Hey, what the hell...?
- Put the money in the bag.
Hurry up!
Hey! He stole the gate!
Stop that guy!
Stop him! He's got my money!
Thanks.
What the hell's the matter with you,
you let him go!
Cut him off and call the cops!
You could've taken that guy apart.
Now he's going to get away with my money.
I missed the part
where that's my problem.
- You gotta get back.
- I can't see. What happened?
Old dude, man.
Come on, folks. Keep moving, please.
Keep moving. Let's go!
- What happened?
- Someone got hurt.
- Excuse me. Excuse me. Excuse me.
- Stay back.
- Stay back!
- That's my uncle!
- What happened?
- Carjacker. He's been shot.
We just called the paramedics.
They're on their way.
Uncle Ben?
Uncle Ben.
Uncle Ben?
Peter.
I'm here, Uncle Ben.
Peter.
They got the shooter.
He's headed south on Fifth.
We got three cars in pursuit.
All right, folks. Come on, move back.
Get a unit to the rear!
I got the back!
Who's there?
Don't hurt me. Just give me a chance.
Just give me a chance!
What about my uncle?
Did you give him a chance? Did you?
Answer me!
Stop that guy!
Thanks.
See you.
Freeze! We've got the place
completely surrounded.
Oh, no. My God.
Oh, no.
Oh, my God. No!
- Good evening.
- General. Good to see you.
Our exoskeleton's got
real firepower, General Slocum.
Well, if it does what you say it can,
I'll sign that contract tomorrow.
- He's clear! Go!
- I assume you're confident about this test.
Absolutely, Captain Curtis is our top pilot.
Now, what about
your commitment to OSCORP?
Nothing would please me more
than to put Norman Osborn out of business.
Preflight complete. Mark.
We are picking up an
unidentified object closing fast.
What the hell is that?
Can you see anything?
Oh, my God!
- Say "chess."
- Chess!
Peter!
Darling, I'm so proud of you.
You looked so handsome up there.
Pete. Good news. My Father got the place in
New York so we're all set this Friday.
- Oh that's great!
- You made it.
It's not the first time
I've been proven wrong.
- Congratulations.
- Thanks, Dad.
Peter, the science award.
That's terrific.
Yeah.
I know this has been
a difficult time for you...
...but I want you to try
to enjoy this day.
Commencement:
The end of one thing,
the start of something new.
I don't want to be with you anymore.
Here's your ring.
You know what? Whatever.
Your loss.
You're like a brother to Harry.
That makes you family.
And if you ever need anything,
just give me a call.
Can I fix you something?
No, thanks.
I missed him a lot today.
I know.
I miss him too.
But he was there.
I can't help thinking about
the last thing I said to him.
He tried to tell me something important,
and I threw it in his face.
You loved him...
...and he loved you.
He never doubted
the man you'd grow into.
How you were meant for great things.
You won't disappoint him.
With great power
comes great responsibility.
Remember that, Pete. Remember that.
Hurry up!
This is not a man. My brother saw him building a
nest in the Lincoln Center fountain.
They think he's human.
They think he's a man. Could be a woman.
Bobby. Get a load of this!
He throws up his hands, ropes come out, and
he climbs up the ropes like a spider web.
I see the web and it's a signature,
and I know Spiderman was here.
The guy protects us, you know
protects the people.
Some kind of freakyloo or something.
Wakadoo.
He stinks and I don't like him.
Don't move, lady!
Guy with eight hands. Sounds hot.
Those tights and that tight little...
Dresses like a spider
He looks like a bug
But we should all just give him
One big hug
Look out
Here comes the Spiderman
"Who is Spiderman?"
He's a criminal, that's who he is.
A vigilante, a public menace.
Why's he on my front page?
Mr. Jameson your wife is on line one
she needs to know if--
- Mr. Jameson there's a page six problem.
-We have a page one problem, shut up.
- Well?
- He's news.
- These are really important clients they can't wait.
- They're about to.
- He pulled six people off that subway car.
- Sure from a wreck he probably caused.
Something goes wrong and this creepy-crawler is there.
Look at that, he's fleeing the scene. What's that tell you?
He's not fleeing, he's probably going to
save somebody else. He's a hero!
Then why's he wear a mask, hmm?
What's he got to hide?
She needs to know
if you want chintz or chenille in the dining room.
- Whichever's cheaper.
- Mr. Jameson it's like this,
We double-booked page six. See so both
Macy's and Conway's have three-quarters of the same page.
- We sold out four printings.
- Sold out?
Every copy.
Tomorrow morning. Spiderman. Page one with a decent
picture this time. Move Conway to page seven.
- That's a problem.
- Make it page eight and give 'em 10 percent off.
No make it 5 percent.
- That can't be done.
- Get outta here!
Problem is we don't have a decent picture.
Eddie's been on it for weeks, we can barely get a glimpse of him.
Aw, what is he, shy?
We can get a picture of Julia Roberts in a thong
we can certainly get a picture of this weirdo.
Put an ad on the front page.
"Cash money for a picture of Spiderman"
He doesn't want to be famous?
I'll make him infamous!
Buzz off.
- M.J., it's me, Peter.
- Hi!
- What are you doing around here?
- I'm begging for a job. How about you?
- I'm headed to an audition.
- An audition? So you're acting now?
Yeah.
I work steady.
In fact, I just got off a job.
That's great MJ.
- You're doing it. Living your dream.
- Hey counter girl!
Your drawer was short six dollars!
Next time that happens,
I'm gonna take it outta your cheque!
Excuse me, Miss Watson?
I'm talking to you! Hey!
Yes, Enrique! Okay? I get you.
It better not happen no more, hear me?.
Don't roll your eyes at me.
Some dream, huh?
It's nothing to be
embarrassed about.
- Don't tell Harry.
- Don't tell Harry?
Don't you guys live together?
We're going out. Didn't he tell you?
Oh, yeah. Right.
I think he'd hate the idea
of my waiting tables.
- He'd think it was low or something.
- It's not low. You have a job.
You know, Harry doesn't live on
a little place I like to call Earth.
No, I guess not.
Thanks, Pete.
We should catch up sometime.
Let's get some lunch some evening.
I'll come by and have some of your
Moondance coffee some day.
- And I won't tell Harry.
- No, don't tell Harry.
I won't.
I won't tell Harry.
Timing's perfect. Hey.
Five new contracts. It'll be great.
Stormin' Norman's making his weekly inspection.
Spent half of it on the phone.
Look, man, I'm glad you're here.
I need your help. I'm really lost here.
Are you all right?
You look like you just got
second place in the science fair.
I was late for work
and Dr. Connors fired me.
You were late again?
I don't get it.
Where do you go all the time?
Around.
Peter Parker.
- Maybe you'll tell me who she is.
- Who's that?
- This mystery girl Harry's been dating.
- Dad.
- When do I get to meet her?
- Dad!
Well, sorry.
Harry hasn't mentioned her.
Pete, you're probably looking
for a job now, right?
Dad, maybe you can help him out.
- I appreciate it, but I'll be fine.
- It's no problem. I'll make a few calls.
I couldn't accept it. I'd like to earn
what I get. I can find my own work.
I respect that.
You want to make it on your own steam.
That's great.
What other skills do you have Parker?
I was thinking of something in photography.
Hello.
Let's go! Move it!
Watch the street!
Cheese!
They're crap.
Crap, crap. Megacrap.
- I'll give you $200.
- That seems a little low.
Take them somewhere else then.
- Sir your wife said that tile you want in the foyer is out of stock.
- Tell her we'll just put a rug there.
Sit down. Give me that.
I'll give you 300.
That's a standard freelance fee.
- Tear up page one. Run that photo instead.
- Headline?
"Spiderman, Hero or Menace?
Exclusive Daily Bugle Photos."
- Menace? He was protecting that--
- Tell you what, Atticus you take the pictures
I'll make up the headlines, ok? all right?
That ok with you.
- Yes, sir.
- Goody.
Give this to the girl up front.
She'll see you get paid.
- I'd like a job, sir.
- No jobs. Freelance.
Best thing in the world for a kid your age.
Bring me some more shots of that newspaper selling clown,
maybe I'll take 'em off your hands.
But I never said you have a job. Meat.
I'll send you a box of Christmas
meat. Best I can do. Get outta here.
Bring me more photos.
- Hi.
- Hi.
Mr. Jameson told me
to give that to you.
- Welcome to the Daily Bugle.
- Thank you.
I'm Peter Parker.
I'm a photographer.
Yes. I can see that.
As of today...
...OSCORP Industries has surpassed
Quest Aerospace...
...as the principal supplier
to the United States military.
In short, ladies and gentlemen
of the board...
...costs are down, revenues are up...
...and our stock
has never been higher.
Wonderful news, Norman. Woderful.
In fact, it's the reason for selling the company.
What?
Yes, Quest Aerospace is recapitalizing
in the wake of the bombing. Expanding.
They made a tender offer
we can't ignore.
Why wasn't I told?
The last thing they want is a power struggle
with entrenched management.
The deal is off if you come with it.
The board expects your resignation
in 30 days.
You can't do this to me.
I started this company.
You know how much I sacrificed?!
- Oh, Max. Please.
- Norman, the board is unanimous.
We're announcing the sale
after the World Unity Festival.
I'm sorry.
You're out, Norman.
Am I?
Welcome to OSCORP Industries
Unity Day Festival.
Welcome to OSCORP Industries
Unity Day Festival.
Let's hear it for Macy Gray.
M.J., why didn't you wear
the black dress?
Just, I wanted to impress my father.
He loves black.
Well, maybe he'll be impressed
no matter what. You think I'm pretty.
I think you're beautiful.
MJ would you do me a favour?
I forgot my drink inside.
- Oh, hi, Mr. Fargas.
- Oh, Harry.
- Have you seen my father around?
- Well, I'm not sure if he's coming today.
- What is that?
- Must be new this year.
What is that?
That's our glider!
What the hell was that?
Code three! Code three!
- Oh, my God! Harry!
- M.J.!
Harry! Help me! Harry!
Out, am I?
- Mary Jane!
- Harry!
Hello, my dear.
It's Spiderman!
- Come on. Move, kid.
- Billy!
Somebody help him!
No!
Mommy!
- Hold it right there!
- I surrender.
- Oh, boy.
- Hold it right there!
Impressive.
- Mary Jane!
- Help! Someone please help me!
Hold on!
Watch out!
We'll meet again, Spiderman!
Hold on Mary Jane!
Well, beats taking the subway.
Don't mind us.
She just needs to use the elevator.
Wait.
Who are you?
- You know who I am.
- I do?
Your friendly neighborhood Spiderman.
Incredible?
What do you mean he's incredible?
No. All right, wait.
Stay there. I'm going to come over.
No, I'm gonna come...
All right. Fine.
Will you call me in the morning?
And we'll go and have breakfast and...
...I want to buy you something.
Because I want to.
It'll make you feel better.
Okay. And what do you mean,
incredible?
All right. I'm sorry. Sleep tight.
Don't let the bedbugs...
She's all right.
She's just a little rattled.
Look, Pete, I should have
told you about us.
But you should know
I'm crazy about her.
It's just, you know,
you never made a move.
You're right.
I didn't.
I'm gonna get some rest.
I'm gonna stay up for a while.
What was that thing?
I don't know.
Whatever it is,
somebody has to stop it.
Somebody there?
Somebody.
Somebody.
Who said that?
Don't play the innocent with me.
You've known all along.
Where are you?
Follow the cold shiver
running down your spine.
I'm right here.
I don't understand.
Did you think it was coincidence?
So many good things,
all happening for you.
All for you. Norman.
What do you want?
To say what you won't.
To do what you can't.
To remove those in your way.
The board members.
You killed them.
We killed them.
We?
Remember?
Your little accident
in the laboratory.
The performance enhancers.
Bingo. Me!
Your greatest creation.
Bringing you
what you've always wanted:
Power beyond your wildest dreams.
And it's only the beginning.
There's only one who can stop us.
Or imagine if he joined us.
Spiderman. And the Green Goblin.
The Green Goblin. You like that?
Made it up myself.
- These weirdo's all gotta have a name now.
- Mr. Jameson Spiderman...
- Hoffman!
- Yeah?
Call the patent office, copyright the name Green Goblin,
I want a quarter every time somebody says it.
How about "Green Meanie"?
Spiderman wasn't attacking the city he was
trying to save it. That's slander.
It is not. I resent that.
Slander is spoken.
In print, it's libel.
You don't trust anybody, that's your problem.
I trust my barber.
What are you his lawyer? Get out of here!
Let him sue. Get rich like a normal
person. That's what made this country...
Jameson, you slime.
Who's the photographer who takes the
pictures of Spiderman?
- I don't know who he is. His stuff comes in the mail.
- Liar!
- I swear.
- He's the one who can bring me to him.
- I don't know who he is.
- You are useless.
Set him down, tough guy.
- Speak of the devil.
- Spiderman! I knew you two were in this together.
Hey, kiddo, let Mom and Dad
talk for a minute, will you?.
Sleep...
Wake up, little spider. Wake up.
No, you're not dead yet.
Just paralyzed...
...temporarily.
You're an amazing creature,
Spiderman.
You and I are not so different.
I'm not like you. You're a murderer.
Well, to each his own.
I chose my path,
you chose the way of the hero.
And they found you amusing
for a while, the people of this city.
But the one thing they love
more than a hero...
...is to see a hero fail,
fall, die trying.
In spite of everything you've done for
them, eventually, they will hate you.
Why bother?
- Because it's right.
- Here's the real truth.
There are eight million people
in this city.
And those teeming masses exist
for the sole purpose...
...of lifting the few exceptional
people onto their shoulders.
You, me...
...we're exceptional.
I could squash you like a bug
right now.
But I'm offering you a choice.
Join me.
Imagine what we could
accomplish together.
What we could create.
Or we could destroy.
Cause the deaths of countless
innocents in selfish battle...
...again and again and again until
we're both dead. Is that what you want?
Think about it, hero.
In spite of everything you've done for
them, eventually, they will hate you.
It's me again.
How was your audition?
- How'd you know?
- The hot line. Your mom...
...told my aunt, told me.
So you just came by?
I was in the neighborhood.
Needed to see a friendly face.
I took two buses and a cab
to get in the neighborhood, but...
So how'd it go?
They said I needed acting lessons.
A soap opera told me
I needed acting lessons.
Let me buy you a cheeseburger.
The sky's the limit, up to $7.84.
I'd like a cheeseburger.
Oh, but I'm going out to dinner
with Harry.
Come with us.
No, thanks. How's it going with...?
Never mind.
That's none of my business.
It's not?
Why so interested?
I'm not.
You're not?
- Well, why would I be?
- I don't know.
Why would you be?
I, that's a...
I don't know.
Sorry you won't come with us.
I'd better run, tiger.
Hey, check it out, man.
Come on, man.
Hey, where you going, baby?
Come on!
Get off me!
Wait!
You have a knack
for getting in trouble.
You have a knack for saving my life.
I think I have a superhero stalker.
I was in the neighborhood.
You are amazing.
Some people don't think so.
- But you are.
- Nice to have a fan.
Do I get to say thank you this time?
Wait.
I have to get in there! My baby's in there!
My baby's in there!
- Let me go!
- I can't let you in there, the roof's about to collapse.
- Somebody save my baby!
- The roof's about to collapse!
Look! Up there!
Save my baby, please!
No!
- It's okay. Your baby's fine.
- Oh, my baby!
God bless you, Spiderman.
Bless you.
Don't let him get away!
Hold it right there! You're under arrest.
I'm taking you in.
Oh, my God, there's somebody
still up there!
I'm going.
- I'll be here when you get back.
- Not coming back chief.
Go! Go!
Where are you?
Where are you?
I'm gonna get you out of here!
It's okay.
You're pathetically predictable.
Like a moth to the flame.
What about my generous proposal?
Are you in or are you out?
- It's you who's out Gobby. Out of your mind.
- Wrong answer.
Oh, great.
No one says no to me!
- M.J., will you stop goofing around?
- Harry, relax.
He's here.
Are you ready?
Aunt May. I'm sorry I'm late.
Work was murder.
I picked up a fruitcake.
Thank you, Mr. Osborn.
We're so glad you could come.
Who is this lovely young lady?
I'd like you to meet my father Norman Osborn.
Dad, this is Mary Jane Watson.
How do you do?
I've been looking forward to meeting you.
- Happy Thanksgiving, sir.
- Now, where is Peter?
He'd better remember
that cranberry sauce.
Oh, that's weird.
I didn't know he was here.
Peter?
Is that you?
How strange. There's nobody here.
- Bit of a slob, isn't he?
- All brilliant men are.
- Hey, everyone.
- Oh, Peter!
Sorry I'm late.
It's a jungle out there.
I had to beat an old lady with a stick
to get these cranberries.
Thank you.
Now then, everybody sit down...
...and we can say grace.
Here we go.
- There we are.
- It looks delicious.
Will you do the honors?
Why, Peter, you're bleeding.
Oh, yeah, I stepped off a curb and got clipped
by one of those bike messengers.
Well, let me see.
Oh, my goodness.
- That looks awful.
- No, it's nothing.
I'll get the first-aid kit.
Then we'll say grace.
This is the boys' first Thanksgiving in this apartment
and we are going to do things properly.
How did you say that happened?
Bike messenger.
Knocked me down.
- If you'll excuse me, I've got to be going.
- Why?
Something has come to my attention.
Are you all right?
I'm fine, just fine.
Thank you, Mrs. Parker. Everyone.
- Enjoy the fruitcake.
- Dad!
Dad, what are you doing?
I plan this whole thing so you can meet MJ
and now you've got to leave?
I've got to go.
- This girl is important to me.
- Harry, please. Look at her.
Do you think a woman like that is sniffing
around because she likes your personality?
- What are you saying?
- Your mother was beautiful too.
They're all beautiful until they're snarling after
your trust fund like a pack of ravening wolves.
You're wrong about her Dad.
A word to the not so wise about your little girlfriend,
Do what you need to with her,
then broom her fast.
Thanks for sticking up for me, Harry.
- You heard?
- Everyone heard that creep.
That creep is my father, all right
If I'm lucky I'll become half of what he is
so just keep your mouth shut
about stuff you don't understand.
Harry Osborn!
I'm sorry, Aunt May.
Spiderman is all but invincible.
But Parker, we can destroy him.
I can't.
Betrayal must not be countenanced.
Parker must be educated.
What do I do?
Instruct him in the matters
of loss and pain.
Make him suffer.
Make him wish he were dead.
Yes?
And then grant his wish.
But how?
The cunning warrior attacks
neither body nor mind.
Tell me how!
The heart, Osborn.
First, we attack his heart.
Give us this day our daily bread,
and forgive us our trespasses...
...as we forgive those
who trespass against us.
Lead us not into temptation,
but deliver us...
Deliver us!
Finish it!
- Finish it!
- From evil!
Two milligrams IV.
Get the BP.
Aunt May. Is she gonna be okay?
What happened?
Yes she's going to be ok.
Look you're going to have to leave right now.
- What happened?
- Those eyes!
Those horrible yellow eyes!
He knows who I am.
I'm sorry.
- Will she be okay?
- She's going to be fine.
She's been sleeping all day.
- Thanks for coming.
- Of course.
How are you?
You okay about the other night?
Yeah, I'm fine. I just felt bad
about leaving Aunt May.
- Have you talked to Harry?
- He called me.
I haven't called him back.
The fact is...
...I'm in love with somebody else.
- You are?
At least I think I am.
- It's not the time to talk about it.
- No. Go on.
Would I know his name, this guy?
You'll think I'm a stupid little
girl with a crush.
Trust me.
It's funny.
He's saved my life twice,
and I've never even seen his face.
- Oh. Him.
- You're laughing at me.
No, I understand.
He is extremely cool.
But do you think it's true,
all the terrible things they say about him?
No, no, not Spiderman,
not a chance in the world.
I know him a little bit.
I'm sort of his unofficial
photographer.
- Has he mentioned me?
- Yeah.
What'd he say?
I said...
He asked me what I thought about you.
And what did you say?
I said, "Spiderman."
I said, "The great thing about M. J...
...is...
...when you look in her eyes...
...and she's looking back in yours...
...everything feels...
...not quite normal.
Because you feel...
...stronger...
...and weaker at the same time.
You feel excited...
...and at the same time...
...terrified.
The truth is, you don't know
what you feel...
...except you know what kind of man
you want to be.
It's as if you've...
...reached the unreachable...
...and you weren't ready for it."
You said that?
Well, something like that.
Dad?
Dad, is that you?
What is it?
You were right about M.J.
You're right about everything.
She's in love with Peter.
- Parker?
- Yeah.
And how does he feel about her?
He's loved her since the 4th grade.
He pretends like he doesn't, but
there's no one Peter cares for more.
I'm so sorry.
I haven't always been there for you,
have I?
You're busy. You're an important man.
I understand.
That's no excuse.
I'm proud of you.
I've lost sight of that somewhere.
But I'll make it up to you, Harry.
I'm going to rectify
certain inequities.
Wake up, little spider.
Wake up.
Go home, dear.
You look awful.
- And you look beautiful.
- Thank you.
- I don't like to leave you here.
- But I'm safe here.
- Can I do anything for you?
- You do too much.
College, a job, all this time with me.
You're not Superman, you know.
A smile. Finally.
Haven't seen one of those on your face
since Mary Jane was here.
Hey, you were supposed to be asleep.
You know, you were about 6 years old
when M.J. 's family moved in next door.
When she got out of the car,
and you saw her for the first time...
...you grabbed me and said,
"Aunt May, aunt May, is that an angel?"
- Gee, did I say that?
- You sure did.
Well, Harry's in love with her.
- She's still his girl.
- Well, isn't that up to her?
- She doesn't really know who I am.
- Because you won't let her.
You're so mysterious all the time.
Tell me, would it be so dangerous...
...to let Mary Jane know
how much you care?
Everybody else knows.
I'll be right back.
But...
Come on, pick up.
- Hey M.J.
-Hi. Sing your song at the beep.
M.J., it's Peter. You there?
Hello? You there?
I'm just calling to check up on you.
Will you call me when you get in?
All right, well...
Don't...
Don't go up any dark alleys.
Hello?
Can Spiderman come out to play?
Where is she?
- What is that?
- That's cool!
The itsy-bitsy spider
Went up the water spout
Down came the goblin
And took the spider out
Goblin, what have you done?
Spiderman!
This is why only fools are heroes.
Because you never know...
...when some lunatic will come along
with a sadistic choice:
Let die the woman you love...
...or suffer the little children.
- Spiderman!
- Save us!
Save us!
Make your choice, Spiderman...
...and see how a hero is rewarded.
Don't do it, Goblin!
We are who we choose to be.
- Now, choose!
- No!
Everybody stay still!
Ahoy up there!
We're gonna bring the barge
right under you.
- He's coming back!
- Listen. I need you to climb down.
- I can't.
- Yes, you can!
M.J., you can do it. You have to.
Trust me.
Hold on tight and go quickly.
- Hurry!
- I can't. I can't do it.
Hang on, Mary Jane!
- He's not gonna make it.
- He's gonna make it!
It's time to die.
Come on up here dumb gu
I got a little something for ya.
Leave Spiderman alone.
You gonna pick on a guy trying to save a bunch of kids?
You mess with Spidey,
you mess with New York!
You mess with one of us,
you mess with all of us!
Spiderman, watch out!
Misery, misery, misery.
That's what you've chosen.
I offered you friendship...
...and you spat in my face.
You've spun your last web, Spiderman.
Had you not been so selfish, your little
girlfriend's death
...would have been quick and painless.
But now that you've really
pissed me off...
...l'm gonna finish her
nice and slow.
M.J. and I...
...we're gonna have a hell of a time.
Peter, stop!
Stop! It's me.
Mr. Osborn.
Peter, thank God for you.
You killed those people
on that balcony.
The Goblin killed!
I had nothing to do with it!
Don't let him take me again.
I beg you. Protect me.
You tried to kill Aunt May.
You tried to kill Mary Jane.
But not you.
I tried to stop it.
But I couldn't stop it.
I would never hurt you.
I knew from the beginning...
...if anything ever happened to me...
...it was you I could count on.
You, Peter Parker, would save me,
and so you have.
Thank God for you.
Give me your hand.
Believe in me
as I believed in you.
I've been like a father to you.
Be a son to me now.
I have a father.
His name was Ben Parker.
Godspeed, Spiderman.
Peter.
Don't tell Harry.
What have you done?
What have you done?!
I'm so sorry, Harry.
I know what it's like
to lose a father.
I didn't lose him.
He was stolen from me.
One day Spiderman will pay.
I swear on my father's grave,
Spiderman will pay.
Thank God for you, Peter.
You're the only family I have.
No matter what I do...
... no matter how hard I try...
... the ones I love will always
be the ones who pay.
You must miss him so much.
It's been so hard without him.
There's something
I've been wanting to tell you.
When I was up there...
...and I thought I was gonna die...
...there was only one person
who I was thinking of.
And it wasn't who I thought it'd be.
It was you, Pete.
I kept thinking:
"I hope I make it through this...
...so I can see Peter Parker's face
one more time."
Really?
There's only one man
who's always been there for me...
...who makes me feel...
...like I'm more than I ever
thought I could be.
That I'm just...
...me.
And that's okay.
The truth is...
...I love you.
I love you so much, Peter.
All I wanted was to tell her
how much I loved her.
I can't...
You can't what?
Tell you...
...everything.
I mean, there's so much to tell.
Yeah. There's so much to tell.
I want you to know...
...that I will always be there
for you.
I will always be there
to take care of you.
I promise you that.
I will always be your friend.
Only a friend...
...Peter Parker?
That's all I have to give.
Whatever life holds in store for me...
I will never forget these words,
"With great power
comes great responsibility. "
This is my gift.
My curse.
Who am I?
I'm Spiderman.