Theatrical Release Date: May 6th, 2011

DVD Release Date: September 10th, 2011


Tobey Maguire

Kirsten Dunst

John Malkovich

Anne Hathaway

Brandon T. Jackson

Johnny Messner

Rosemary Harris

J.K. Simmons


James Cromwell


Jennifer Lopez

Directed by Sam Raimi

Whatever comes our way, whatever battle we have raging inside us, we always have a choice. My friend Harry taught me that. He chose to be the best of himself. A wise man once told me that with great power comes great responsibility. That wise man was my Uncle Ben. It's the choices we make that make us who we are, and we can always choose to do what's right.

If you're wondering who I am, well, that's a different story. I go around town known as your friendly neighborhood Spider-Man but in reality, I'm Peter Parker. And the choice I made from learning about what my uncle taught me that brings me where I am now.

Peter Parker was at the graveyard, looking at his deceased friend Harry Osborn's grave, not so far from his own father: Norman Osborn's grave. It had been quite a couple of months since Harry died and both Peter and Mary Jane were devastated. Harry's own butler even showed up to give his respects.

Peter walked over to Uncle Ben's grave and rethought the words in his head "with great power comes great responsibility." He thought back to the night where Uncle Ben died with Peter at his side and then Harry dying with Peter and Mary Jane at his side. The last thing Peter wanted to do now was to lose the rest of the loved ones in his life. He sighed as he exited the graveyard.

Peter drove his motor over to the jazz club where Mary Jane worked as a waitress and became a singer. It was her next performance and Peter was pleased that he arrived on time, at least after lots of other conflicts going on around. Work at the Bugle, college at Columbia University, most importantly his alter-ego as Spiderman. There hadn't been much crime since the incidents with Venom and Sandman. But none of that mattered to Peter at the moment. Mary Jane was the love of his life and what really mattered to Peter was that he arrived on time at her stage performance.

Peter left the motor on the curb and entered the jazz club.

Inside the club, the piano was tune quickly followed by the sound of trumpets.

Peter found a table to sit down.

As Peter looked around at the sight of the club, a waitress came by and smiled at him.

"What's your poison today, sir?"

Peter looked up at her and thought.

"Uh, gin and tonic. Please."

"Coming right up."

The waitress walked away and looked across the club for Mary Jane.

Finally, she came walking by and was surprised to see Peter.

"Peter," she chuckled, walking up to him, "what are you doing here?"

"I still have plenty of time before Mr. Jameson wants me back at the Bugle. So I stopped by to watch your performance. Good luck, MJ."

"Thank you, Peter."

And Mary Jane sighed to herself.

"Well, duty calls. I've got drinks to serve. And I'll be up on that stage on less then ten minutes so I need to get back to work. See you later, Pete."

And she walked off.

Peter stared at her as she walked off. He just couldn't help still being in love with her but the relationship that Harry broke after his recovery from amnesia was slowly progressing from time to time.

"Your drink, sir."

Peter looked up as the waitress laid down a napkin and placed his drink above it.

"Thank you. Thank you very much," muttered Peter.

"No problem," said the waitress.

And she walked off.

Peter sighed to himself. After glancing at Mary Jane for so long, he felt so embarrassed of doing it in another waitress' presence. Peter was still considering popping the question to MJ but he still wasn't ready and decided to listen to Aunt May's advice by taking his time. If MJ found out about it, only god knows what she would think of Peter then.

Ten minutes later, Mary Jane entered the stage and started to sing Is You Is Or Is You Ain't My Baby by Diana Krall.

Peter watched her performance in wonder.

I got a guy who's always late

Every time we have a date

But I love him

Yes I love him

Peter smiled if the song resembled Mary Jane's feelings about him.

I am going to walk right up to his gate

To see if I can get it straight

Cause I want him

Oh yes I'm gonna ask him

Is you is or is you ain't my baby

The way your acting lately makes me doubt

You have always been my baby, baby

Seems the flame in your heart has gone out

Peter lip-synced the lyrics as he did at her performance at Broadway.

Well a fellow is a creature

Who has always been strange

Just when you think you're his

He's gone and made a change

Peter chuckled as if she were discussing the events of him and the black suit.

"That's the love of my life," he sighed to himself.

Is you is or is you ain't my baby

Has my baby found somebody new

Or is my baby still my baby too

"Oh yes, baby," chuckled Peter as the song ended.

There was a huge round of applause and Peter joined it while a loud two-finger came from the audience. A piano piece followed as Mary Jane exited stage.

Mary Jane came over to Peter's table.

"Peter, can we have a word outside, please?"

"Sure, MJ," chuckled Peter.

The two of them walked outside the jazz club and watched the city streets.

"Why don't just admit that those people in the crowd were just faking it?"

"MJ, that was a great performance," Peter complimented.

"You're just saying that, Peter."

"No, I'm not," chuckled Peter, "and neither was the crowd."

"Come on, Peter. They didn't think I was that good."

"Sure, they did, MJ."

Mary Jane sighed.

"I didn't do as good as you said I did, Peter. I just wished you'd understand. Why do you think I was let off from Broadway."

"Because of those reviews. But those were just critics, MJ. And I bet your boss agrees with you."

"Who? Paul? Yeah, he thinks I'm doing a good job."

"And so did everyone in that crowd, MJ. If you weren't that good, they would've let you off already, wouldn't they?"

"I get your point, Peter. But you can't say these things just because you're my friend. I mean you are and I'm still in love with that man who saved my life all those years back. But that can't mend our love relationship. And neither will you showing up at all of my shows."

"You think that just because Harry…"

"Please don't bring Harry into this!" Mary Jane suddenly snapped.

There was a short silence.

"I'm sorry, Peter," she sighed, "I know that Harry broke up that relationship but he was manipulated by the fact that you killed his father so it wasn't his fault."

"I know, MJ."

"But Peter, my point is that you can't put things back to the way they were just by popping up at my shows. My finest performance is coming up tomorrow night. Maybe showing up to that great turn of my career might be a start to it. But for now, Peter, just leave it."

"Yeah. I gotta go to work now, MJ."

"Me, too, Peter," she sighed.

And off she walked off back towards the jazz club.

Peter sighed and walked towards the curb where he parked his motor.

"Excuse me, sir," said a man, standing in front of him, "is that your vehicle?"

"What?" asked Peter, rather curious.

The man pointed to a tow truck that towed Peter's motor away.

"Oh, my god. Yes, it is."

"And what was it doing parked on the curb?"

"Sir, I'm so sorry. I was just in a hurry to see a performance at this jazz club and…"

"But sorry doesn't help our community, does it?"

"No, it doesn't. But, please. I need that bike to get to work and all that."

"Well," sighed the man, "you should've thought before you nearly caused a safety hazard. For your consequences, here's your parking ticket."

And he handed the ticket over to Peter.

Peter looked at it and called the man who walked back to the scene.

"Um, excuse me, sir. When do I get my motor back?"

"Tomorrow," replied the man, looking back at Peter, "we'll use the license plate to locate your address. That will most definitely give about 24 hours or so to think about your actions in the future, Mr…"


"Ah, Parker. Well, see you around."

And the man walked back towards the tow truck.

Peter sighed. Now he had to walk to the Daily Bugle and Jameson wanted him there in 10 minutes top. It would take him twenty minutes to get to the Bugle from his location. So Peter started walking.

The Bugle was quite busy as always.

J. J. Jameson looked up from his papers at Robbie Robertson.

"Where is that photographer of mine? WHERE IS PARKER?"

"I don't know, Jonah. Peter's never usually this late. Maybe he got held back by something. God knows."

"Excuses, excuses, excuses!" snapped Jameson, "I gave him the opportunity to have this bloody staff job and this is how he repays me? Ridiculous!"

"I bet he'll be her soon, Jonah."

"SOON? SOON? Apparently not soon enough, Robbie, my friend. Now you tell Parker once he arrives here that I want to see him in my office immediately!"

"Right away, sir."

Peter entered the Bugle in a rush and walked to Betty Brant's desk.

"How's he holding up?"

"You have no idea, Pete."

"Aww! Is he mad about me being late?"

"He's gone completely berserk."

Robbie opened the door from Jameson's office and muttered "Peter. Mr. Jameson would like to see you in his office right away."

"Be right there, Robbie."

"I warn you, Pete. He doesn't like to wait."

"See you around, Betty."

"Good luck, Pete."

"It's my specialty," joked Peter as he walked off.

Betty chuckled before going back to her work and muttering "right, right."

Peter entered Jameson's office and closed the doors.

"Parker! You're late! Or maybe too late! What the hell is the matter with you?"

"Mr. Jameson, I give you my apologies. You see my motor was towed and…"

"…and what? You can't afford anything more sensible and worth the money to get here on time? Do you want to continue your staff job or not? Because you haven't bought me any photos of Spider-Man lately to show me how much of a petty crook he really is!"

"Yes, Mr. Jameson. I want this staff job more than anything."

"Good," smiled Jameson, popping the cigarette out of his mouth, throwing it away and blowing out smoke, "then I could use your help with something."

"Yes, Mr. Jameson?"

"You see my editor and I are creating a new article to mock Spider-Man. The ones in the black suit aren't enough! He hasn't worn those since the battle that night with that other web-slinger and the giant! Too bad nobody took pictures of him being choked before that glider on the surf board blazed in."

"No indeed, sir. I've haven't seen him out and about since then anyway..."

"…yeah, yeah, yeah. Anyway, if you collect some more pictures of him, we could put this article together. Get the picture?"

Jameson chuckled at his own joke while coughing smoke out of his mouth and Peter chuckled as well.

"Very funny, J. J.," chuckled Robbie.

"Shut up!" remarked Jameson, "anyway, back to business. I need you, Parker, to go out into town and use that camera of yours to take as many pictures of Spiderman as possible. If we pull this off, we can make our newspaper a success."

"You can count on me, Mr. Jameson."

"Well, what are you waiting for then? Fourth of July? You've got two months to kill. Go! Go! Go!"

Peter rushed out of Jameson's office and exited the Bugle through the hall.

Betty watched him as he left and looked over Jameson who was too busy shouting at Robbie.

Betty sighed and went back to work.

Peter walked out of the Bugle in a huff. He still tried hold his anger. He couldn't stand Jameson's remarks of his own alter-ego and his own best friend Harry.

"Pfft, cheapshot," Peter remarked to himself, "guess that's the kinda picture that he wants me to take."

Suddenly, the alarm sounded from the bank across the street from the Bugle.

Peter ran over to see the bank being robbed by a gang of thieves.

"Oh my god. I must do something."

Peter rushed down and saw a small boy standing by the sidewalk.

"Hey, kid."

The boy looked up to see Peter walking up to him.

Peter pulled a five dollar note and asked "wanna make five bucks?"

"Sure," replied the boy, "but how?"

"Well, I have an errand to run and I was wondering if you could spare the time to take shots of Spider-Man as he swings in to stop those thieves. Can you do that? I need those shots for my job at the Daily Bugle."

"Yeah, ok," said the boy.

"Thanks," said Peter.

He handed the boy his camera and ran off in the distance.

"Wicked cool," gasped the boy, surprised while looking at the camera.

Peter rushed into an alleyway and unbuttoned his shirt to show his Spider-Man suit.

A few seconds, Spider-Man came swinging from the rooftop and down facing the broken windows of the bank.

Inside the bank, the thieves were all wearing mask, the leader and eight of them pointing guns at hostages while the other four men swooped money from all over the bank.

One of the hostages stood Gwen Stacy, daughter of NYPD Captain George Stacy.

"Hey!" she shouted to the leader, "I didn't come to this bank to be kidnapped, you know! All I wanted was Eddie Brock's insurance! His parents did leave that money to me after all before he died!"

"Well, I insure you that your boyfriend Brock's devotion to you was his loss!" grunted the leader.

"Eddie was just a friend!"

"He was a fraud. An embarrassment to the Daily Bugle with those fake pictures of

Spider-Man!" Grab the cash, boys."

"We're on it, boss," shouted one of them.

The four men were about to exit the bank when Spider-Man jumped from the ceiling and landed in front of the quartet, causing them to drop their bags in surprise and point their guns at him.

"Guess who?" remarked Spider-Man.

"Let us go or we'll kill you," said one of them.

"Oh, really," chuckled Spider-Man, "your friends down at the police department will see to that.

He slung webs out towards their guns and throw them to ground before swinging a web around the four men.

"LET US GO! LET US GO!" they shouted.

Two more men ran towards the stolen money before Spider-Man swung around in front and punched them to the ground.

"Whoop, my bad."

"Open fire, men!" shouted the leader

All seven of them started to shoot at Spider-Man who swung around and landed on his face on his face.

Two of the men broke the web and let the other four men go.

The whole gang of thieves escaped without the money when Spider-Man rose up and found that none of them were to be seen.

He could hear the sound of sirens coming towards the bank.

He walked outside as Captain Stacy walked out of one of the cars.


The captain's daughter, Gwen Stacy, ran up through and threw herself into her dad's arms.

"Gwen," sighed Captain Stacy, "thank god you're alright."

"Thank god for nothing, dad. Thank our friendly neighborhood when saved this bank a fortune or two."

Captain Stacy looked and chuckled as Spider-Man walked out of the building, hands over his head.

Camera shots were snapped towards him followed by a round of applause.

"Thank you. Thank you. My job is done here," sighed Spider-Man in relief as he walked up to the police scene.

"Captain George Stacy, Gwen's dad. How ya doin?"

He lent a hand as Spider-Man shook it and replied "quite foolish now these suckers got away. I almost had them as well."

"Look, Spidey," said one of Stacy's deputies, "you saved our bank and that's the important thing."

"After all it is," sighed Spider-Man.

"Well, guess I'll be off. Thanks for all the excitement."

And Spider-Man swung off into the distance.

Captain Stacy held Gwen by his side and shouted at him "you're welcome for all the adventure here."

He and Gwen laughed as did the rest of the crowd.

A minute later, Peter walked up to the boy who borrowed his camera and remarked "alright, kid. What did I miss?"

The boy laughed.

"Not much really. Spidey just swung in and showed those criminals whose boss. What a story, eh?"

"Indeed, kid. Indeed."