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| - Peter Parker (Mason Cook) is dropped off at the house of his aunt and uncle by his parents Richard and Mary Parker (John Cusack and Sophie Marceau). A short time later, Peter and his family receive the terrible news that his parents have died in a plane crash, and he is then adopted by his aunt and uncle. Years later, Peter (Josh Hutcherson) is a nerdy and awkward social outcast attending Midtown Science High School. His only friends are his equally shy lab partner Gwen Stacy (AnnaSophia Robb) and Harry Osborn (Anton Yelchin), the son of wealthy industrialist Norman Osborn (Hugo Weaving). Harry is embarrassed by his fortune and has a poor relationship with his father. Nonetheless, Norman agrees to give Harry's class a tour of the labs at his company, OsCorp. During the tour given by OsCorp employee Otto Octavius (Michael Emerson), Peter is distracted by attractive redhead Mary Jane Watson (Karen Gillan). Peter attempts to talk to her and offers to take her photo, but while she poses, her boyfriend Flash Thompson (Travis Van Winkle) comes over and gets into a confrontation with Peter when Peter insults his intelligence. Their teacher Curt Connors (Greg Kinnear) intervenes and Peter is calmed down by his friends. Harry then introduces Peter and Gwen to his father, who is impressed by Peter's scientific intellect. Harry, however, is jealous of Norman's affection for Peter. While the class is departing, Peter bumps into another OsCorp employee who drops their pass. Unable to overcome his curiosity, Peter swipes the pass and uses it to gain access to a secret lab where genetically enhanced spiders are being bred. One such spider, which has the combined abilities of several other spiders, bites Peter, but it brushes it off as nothing more than a bug bite and leaves. When Peter gets home, he goes to his room, feeling unwell, and eventually passes out. OsCorp is visited by General Thaddeus “Thunderbolt” Ross (Donald Sutherland), who inquires about OsCorp's research into a Super Soldier serum. Scientist Mendel Stromm (Stanley Tucci) warns that the serum is unstable, so Ross threatens to tear up his military contract with OsCorp. Norman scolds Stromm for making such a comment, then begins to cough violently, revealing his deteriorating health. Peter wakes up the following morning to find himself feeling better than ever. He puts on his glasses, but this blurs his vision and he is able to see better without them. He also finds that his physique has become more muscular. At school, Peter confronts Flash on the basketball court and humiliates him by upstaging him. While talking to Gwen and Harry at the end of the day, Peter is once again distracted by Mary Jane, who is picked by Flash in an expensive new car. Peter decides that he needs a new car of his own to impress Mary Jane. Peter takes a detour on the way home and accidentally discovers his ability to crawl up walls. He also finds that he can shoot webs from his wrists. Peter returns home and finds that the spider bite is swelling, and theorizes that the bite altered his DNA and he has inherited the traits of the spider which bit him. While doodling a costume design in a newspaper, Peter comes across an advert for an upcoming local wrestling competition, the prize money for which will be enough to buy a car. Peter slaps together a luchador-esque mask and costume and registers for the competition. While heading to the arena where the contest is to be held, Peter is stopped by Uncle Ben (Michael Douglas) who asks Peter where he's going. Peter lies and says he's going to the library, which is just around the corner from the wrestling venue, so Ben offers to give him a lift. While driving, Ben asks Peter how school life is going. Peter tells Ben about what he did to Flash, but Ben is less than impressed. He tells his nephew “With great power, comes great responsibility.” Peter then gets out of the car and sneaks into the wrestling arena, entering under the name “The Scarlet Spider.” The host calls the name stupid and chooses to introduce Peter as “The Sensational Spider-Man.” Peter enters the ring with the champ, Crusher Hogan. However, Peter uses his new found abilities to get the drop of Hogan, tiring him out before eventually pinning him to the floor. Peter is declared the winner and is cheered on by the crowd. Afterward, Peter is under payed by the promoter Walter Sullivan (Miguel Ferrer). Angrily, Peter storms out of the office, when the man behind him pulls out a gun and robs Sullivan of the proceeds from the contest. Upset over being gypped, Peter stops the elevator door for the thief and lets him get away. Sullivan asks him why he didn't stop him, but Peter replies that it isn't his problem and then leaves. Peter decides not to go straight home and instead tries out his powers more. He climbs tp a rooftop and tries to swing across on his webs, but achieves only minor success before he falls. Peter manages to shoot a web at the last second and swing back up before he can hit the ground, then decides that it's enough practice for one night. Returning home, Peter is shocked to find his house cordoned off with police everywhere. He witnesses Uncle Ben, lying on a stretcher, being loaded into the back of an ambulance and jumps in with him. He learns that Ben was shot by a home intruder, and briefly speaks with his uncle before Ben succumbs to his wounds. Despite valiant efforts by the medical staff to resuscitate Ben, they are unable to save his life and he dies with Peter at his side. At the hospital, Peter comforts Aunt May (Glenn Close) and is then speaks with the police about what happened. After hearing a physical description of Ben's killer, which includes mention of a tattoo on the man's wrist, Peter realizes that the burglar was the same man he let get away at the arena. A horrified Peter collapses to the floor in tears, realizing that if he had stopped the thief from escaping, he could have saved his uncle's life. At school, Peter is hugged by Gwen, but he seemingly ignores her and continues on to his locker. He is approached from behind by Flash, who taps him on the shoulder. Peter snaps and slams Flash against the locker, but Flash apologizes and reveals he only wanted to express his condolences over Ben's death. Peter remains distant throughout the following days, with no one able to reach him. Peter starts working on a new and improved suit, taking on the alter identity of Spider-Man, and scours New York in search of known criminals who match the description of his uncle's killer. This leads to several arrests, but Peter has no luck in finding the true culprit. Peter then decides to apply for a job as a photographer for the Daily Bugle. He is interviewed by J. Jonah Jameson (Hugh Laurie) who observes that the sample photos Peter sent are bland. Peter takes several photos of himself as Spider-Man and returns to Jameson, who is blown away by the step up in quality. He hires Peter and tasks him with getting more shots of Spider-Man. Through these photos, Peter becomes something of a celebrity as Spider-Man. Meanwhile, Norman looks over the pictures of Spider-Man and believes that his blood would be useful in creating a Super Soldier serum, which would in turn save OsCorp's military contract. Norman hires an assassin known as Kraven the Hunter (Scott Adkins) to hunt down and capture Spider-Man. Gwen invites Peter to dinner at her house, and he accepts. Peter meets Gwen's father, chief of police George Stacy (Bruce Greenwood), and the dinner table conversation turns to Spider-Man. Captain Stacy disagrees with masked vigilantism, but Peter thinks Spider-Man is doing a good job. Captain Stacy asks if he means that Spider-Man is doing what the police can't, but Gwen dispels the situation before it can escalate. Gwen takes Peter up to the roof, where Peter struggles to explain that he is Spider-Man. Unable to find the words, he demonstrates his webbing abilities and dangles upside from the roof, when she unexpectedly kisses him. Gwen apologizes to a confused Peter. Downstairs, Captain Stacy gets a call about a bank robbery in progress and rushes out to deal with it. Peter's Spider-Sense alerts him to the police cars roaring toward the scene, so he jumps off of the roof in pursuit while a distraught Gwen stares after him. Peter, now in his disguise, arrives at the bank to find a similarly disguised criminal calling himself Shocker (Adam Baldwin) attempting to make off with the money from the vault. Peter confronts him, but Shocker blasts him away with a pair of wrist mounted gauntlets. The police arrive and surround Shocker, but Shocker turns to blast Captain Stacy. Peter uses his webs to pull Shocker's arms to the side so the blast inside hits a car. Peter leaps into a nearby subway entrance, dragging Shocker with him. They fall in front of an oncoming train, but Peter fills Shocker's gauntlets with web, causing them to explode and blowing both of them off of the tracks. Shocker slams into a wall and is knocked out. Captain Stacy arrives and arrests Shocker, but Peter vanishes. Hoping to lure Spider-Man into a trap, Kraven decides to stage a robbery of his own and breaks into OsCorp. Peter swings in and battles Kraven. During the fight, Octavius' legs are crushed by falling machiney and a worker named Mac Gargan (Sam Witwer) is knocked into a robotic suit of armour based on the physique of a scorpion. However, the suit binds to his body and Gargan becomes trapped inside. Screaming in horror, Gargan smashes through a wall and escapes. Peter chases after him, but is unable to catch him. Kraven also disappears, but promises to catch Spider-Man eventually. Meanwhile, Norman's illness is worsening so he mixes a sample of the virus with the prototype serum, hoping to create a cure, and finds that it appears to work. However, his skeleton begins to metamorphisize and the chemical has an adverse effect on his mental condition. While working late in the lab, Norman is caught injecting himself with the mix by Stromm, who confronts him over how dangerous the results could be. Stromm goes on to tell Norman that Ross is dropping his contract with OsCorp. Norman flies into a rage and strikes Stromm, but due to his increased strength, Stromm is sent flying across the lab and killed. Peter finally sees Gwen again and asks her about the kiss. She admits that she has always had feelings for Peter, but he was too interested in Mary Jane to notice. Peter apologizes and they almost kiss again, but are interrupted by Harry. Later, Peter spots a criminal fleeing from the police in a stolen car and pursues the vehicle. The villain runs into an abandoned warehouse, but is confronted by Peter. Peter recognizes the tattoo on his wrist and realizes that this is the man who killed Uncle Ben. Lost in his rage, Peter savagely beats the man, but manages to regain control before he can deal the finishing blow. However, the burglar begins to suffer from a heart attack. Peter tries to help him, but the criminal reacts fearfully and backs away, causing him to trip and fall through a window to his death. Peter is witnessed escaping by Captain Stacy. When word gets out that Spider-Man was present at the scene of the thief's death, J. Jonah Jameson puts out a story about Spider-Man killed him, which leads to Captain Stacy issuing an arrest warrant for Spider-Man. A manhunt begins which leads to a chase between Peter and the cops. However, just when Peter thinks he's ditched them, Kraven leaps through the air and kicks Peter into Central Park. A vicious brawl ensues but Peter eventually cocoons Kraven with webbing. As Peter walks away, Kraven says “You'll wish you'd killed me” but Peter spins around and webs his mouth shut before leaving him to be picked up by the police. A sickly Norman summons Peter to his penthouse, where he reveals to him his mutation and offers that they team up, hoping to combine Norman's new abilities with Peter's science aptitude. Norman tells Peter that the world's going to change in a matter of hours, but Peter decides to leave. Norman then speaks to Harry and tells him that he wants him to leave New York. Harry is deeply upset and storms out of the room. He rings Peter, but he doesn't pick up, so he instead heads over to Gwen's. She comforts him, leading to them kissing. Meanwhile, Norman steals a prototype glider and flies to OsCorp Tower, where he kills the guards and begins to meddle with a cloud generating device stationed atop the building. Peter, now knowing that he has to stop Norman, prepares to face him. Peter swings across the city to OsCorp Tower and confronts Norman, who reveals his plan to Peter. He is going to use the device to spread the disease across New York, hoping to then make millions off of the cure. Peter tries to shut the machine off, but Norman pins him down and unmasks him. However, Peter then sprays him the face and then webs him to the cloud generator, which he then knocks off of the tower. Peter also falls, but is caught at the last second by Captain Stacy. Stacy pledges to give Spider-Man full police support in the future and then gives Peter back his mask. A short time later, Peter attends Norman's funeral. Harry vows to kill Spider-Man in revenge for the death of his father, and is thankful that he can trust in his friends, Peter and Gwen. Peter walks over to Uncle Ben's grave and is joined by Gwen. Peter asks him where they are now, and Gwen replies that she thinks it's best that they just remain friends. Peter agrees and they share a hug. Later, Mac Gargan resurfaces, now going by the name Scorpion and rampaging through the city. As Captain Stacy drives off toward the scene, Peter swings down overhead and then leaps toward the camera, ending the film.
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