Transformers Stop Motion Fandom Wiki
in: Pages using duplicate arguments in template calls, Peter Benjamin Parker (eagc7 Transformers/Marvel Stop Motions)/Appearances, /Appearances,
and 39 more

Spider-Man (eagc7 Transformers/Marvel Stop Motion)

Edit
Spider-Man
Directed by eagc7
Produced by eagc7
Screenplay by nobleboivin
Based on Spider-Man by Stan Lee and Steve Ditko
Starring eagc7
LoraLion
Grasso Films
Pokejedservo
Mortify
Blerickson
saulob2003
adamleard
Darrell-h
Hartcore3x
Natalia Bell
ShadowMistress
Ultimate-S
murphreejacob
Tando
Music by Kevin Macleod
Christopher Young
Danny Elfman
Alan Silvestri
Patrick Doyle
Craig Armstrong
Michael Buble
Editing by eagc7

Spider-Man is an stop motion, it's the 11th installment for the Eagc7 Transformers/Marvel series. its the first installment of Spider-Man stop motions for the shared universe and its the fifth installment in Phase 2. it was released on December 30, 2015.

Appearances[]

Featured Characters:

Supporting Characters:

Other Characters:

Villains:

Locations:

  • Tyran 509.27 Iota
    • Earth
      • United States
        • New York
          • Manhattan
            • Harlem
          • Queens
            • Forest Hills
          • Ryker's Island (First appearance)
        • Alaska (First appearance)

Timeline:

  • September 9, 2000
  • March 29, 2010
  • April 26, 2010
  • April 27, 2010
  • April 28, 2010
  • May 1, 2010
  • May 3, 2010
  • May 10, 2010
  • May 16, 2010
  • May 28, 2010
  • May 29, 2010
  • May 31, 2010
  • June 8, 2010
  • June 9, 2010
  • June 10, 2010
  • June 11, 2010
  • June 12, 2010
  • June 20, 2010
  • June 21, 2010
  • June 22, 2010
  • June 23, 2010
  • June 24, 2010
  • June 26, 2010
  • June 27, 2010
  • June 28, 2010
  • June 29, 2010
  • June 30, 2010
  • July 1, 2010
  • July 16, 2010
  • July 19, 2010
  • August 2, 2010
  • August 3, 2010
  • September 6, 2010
  • September 8, 2010
  • September 9, 2010
  • September 10, 2010
  • September 12, 2010
  • September 13, 2010
  • September 14, 2010
  • September 15, 2010
  • September 16, 2010
  • September 17, 2010
  • September 18, 2010
  • September 19, 2010
  • September 20, 2010
  • September 21, 2010
  • September 22, 2010
  • September 23, 2010
  • September 24, 2010
  • September 25, 2010
  • September 26, 2010
  • September 27, 2010
  • September 28, 2010
  • September 29, 2010
  • September 30, 2010
  • October 1, 2010
  • October 2, 2010
  • October 3, 2010
  • October 4, 2010
  • October 10, 2010
  • October 11, 2010
  • October 29, 2010
  • November 3, 2010
  • June 12, 2011

Development[]

Coming soon

Plot[]

One night at Manhattan, Spider-Man stops an group of thiefs, he stops Cletus Kassady from killing an innocent woman, as he pulls a prank on J. Jonah Jameson as he contemplate on when he became Spider-Man

Foward to the previous year, Norman asks Mendell Storm if he was able to find a way to cure him using the Spiders, but Mendell states that they could not. but they are working on other methods.

At Midtown High School, Peter Parker is being praised by his teachers for good work, while being bullied by his class mates, after school is over, he see's Flash Thompson bullying another student, as Peter comes in the defense of the other student, Flash Thompson begins to hit Peter. but Gwen Stacy comes in Peter defense, Flash mocks Peter for letting a girl defend him, but Gwen punches him, as Flash falls to the ground, Gwen and Peter have an brief conversation before they go back to their homes, in the way home Peter meets up with Mary Jane Watson, as both talk of their day, Peter talking about Flash hitting him and MJ with her dad being a drunk-ass who expresses concern about Peter getting bullied, she suggests him to tell his Aunt and Uncle, but Peter decides not to do so. Back Home, Aunt May notices Peter injuries, but Peter states he simply fell. Peter later helps Uncle Ben to clean the Attic, in there Ben deduces that Peter injuries were made by someone, he tells Peter if he should call the boy parents, but Peter says no. as Ben leaves the Attic, Peter grabs a box where he finds his parents briefcase, Peter brings this to Ben and May, leaving them shocked that Peter found it, as he asks about the content in the briefcase such as a picture of his dad with a man that have an amputaded arm. they state they have no idea who that is. That night Peter begins to check on the briefcase content, in there he finds out that his dad worked for Oscorp, some files with a 0 crossed, as Ben comes to discuss Richard disappearance, Ben tells Peter that the man in the picture is Curt Connors. but ever since Richard left they havent seen or heard from Connors. Ben leaves Peter room as Peter tells Ben that he's a great father. Peter then investigates Dr. Connors and finds out he works at Oscorp. The next day enters the Oscorp building, he pretends he's one of the interns in order to get in, but finds out that Gwen Stacy works there. so he tries to make sure she doesnt see him. Dr. Connors shows up, while he discuss to the interns how it would be possible to regenerate msising limbs, Peter awnsers the question, using cross species genetics as the awnser, which leaves him amazed at Peter intelligence. Connors leaves as Gwen confronts him, she decides to let him stay as long he doesnt do anything bad. Peter bumps with Rajit Ratha in the way, he helps him pick some of the files he dropped, as Peter sees a file with the 0 crossed similar to the ones in his dad briefcase, Rajit leaves as Peter follows him. Peter sees Ratha enter a room where Oscorp is studying Spiders, once Ratha leaves, Peter enters the room, where he sees a spinning device where Spiders are being raised, he touches it, causing it to stop as all the Spiders fall on him, he runs aways.

Connors tells Ratha that the results of the experiments in order to save Osborn life have been dissapointing, Ratha notes that Connors told him they were close to creating one, Connors says that they are, but he needs time. Ratha comments that Osborn has no time, Connors states he needs to wait, Ratha doesnt care as he states if Connors dies they will lose both of their heads.

Meanwhile Osborn tells Mendell Storm that some of his agents have seen the Iron Man armor face to face and they photgraphed the blueprints of an armor made by Obadiah Stane, so he wants Mendell to build one and find their own power source for the armor, but Mendell is unsure of copying Stark's armor, but Osborn doesnt care, as he notes that even if Stark lawsuits them, they have better lawyers than him. Mendell states he will do his best.

Gwen finds Peter, as she demands him to hand over his badge, Peter relucantly does, as Gwen leaves. a spider bits Peter. Peter returns home feeling weird, he goes to the bathroom as he notices spider silk on his his shoulder, he grabs it and pulls the dead spider.

The following day, Flash Thompson and Kenny McFarlane make fun of Peter, as Peter ignores them, Kenny tries to attack him, but Peter is able to dodge his attacks and pins him down, much to his and the students surprise, as Peter faints. when he recovers he returns home to investigate about spider bites, but nothing matches up with what is happening to him. so he goes to visit Dr. Connors, where he presents himself as Richard Parker son, Connors is surprised to hear this and welcomes him to his house, in there Connors tells Peter that he doesnt know why Richard left. Peter asks if Connors think cross species genetics is possible, Connors states that yes, he and Richard were mocked for these theories not just by the community, but at Oscorp too. but when Richard bred the Spiders it all changed. his results were beyond encouraging, spectacular, they were about to change the life of a millions, including Connor's, but he's now dead and took his research with him, Connors states that without Richard on his side he was upset, that’s why he stayed away from Peter family. Peter asks what would happen if it worked, what would be the side effects. Connors state its impossible to know as no test subject survived, Peter asks if its the Decay Rate Algorithm, which Connors confirms, right there Peter is able to solve the equation Connors needed to solve. Connors is impressed, Connors asks Peter if he would like to help him at Oscorp during Summer.

On his way home, Peter sees Flash bothering Mary Jane, so he comes to her defense, as Flash tries to attack him, Peter dodges the attacks and ends up breaking Flash arm, Mary Jane is grateful, but back home Ben and May are upset at what he did after they were called by Flash parents, when May tells him that this is not how people behave, Peter angrily tells her what was he supposed to do he's sick of bullies, he may tolerates being bullied himself, but when they pick on Mary Jane, thats crossing the line. Peter goes to his room, where he accidentaly shoots a silk of webbing out his hands.

That night, Norman Osborn gets a call from Gustav Fiers, who asks him about the progress on their exo suit, Osborn states its in early stages, but they need an test subject. Fiers says he will find a subject once the suit is complete.

Back on Midtown High School, some of Peter classmates are afraid of him when they heard what he did to Flash, Gwen shows up, as Peter tells her that he only protected a friend, Gwen states that she heard this version which is the one she prefers, Peter then get nervous as they make a date to study together, when school is over, Peter starts to test his powers at the streets.

At her house, Mary Jane tells her dad that she will go to a party, but her Dad forbids her from going. they get into an argument as Greg begins to insult her daughter. Mary Jane having enough runs to her room as she cries, she stops crying as Peter calls her, telling her he wants to show her something. at Peter room, Peter tells her that he can crawl on walls and shoots, she begins to laugh thinking he's joking, Peter then shows her his powers, as she screams. once she process what happened, she declares this is the best thing she's seen, second best to the Transformers, she asks him how this happened. Peter tells her that a spider bit him, but Mary Jane tells him that spider bites cant do this. Peter tells her that its a special breed of spider that his dad breed that bit him while he visisted Oscorop where his dad used to work and tells her to not tell anybody about this, Mary Jane pitch him the idea to become a super heroe and suggests the name Spider-Man, Peter declines stating its both risky and that name is silly, then she suggets using his powers to make money at the upcoming wrestler match, he will gain 3,000 bucks if he lasts 3 minutes. Peter likes the idea, as MJ states she will design him a costume.

The next day, Norman Osborn looks himself at the mirror, as he realizes his illness is spreading, he breifly loses hope until he finds the files for the Oz Formula which came from Fiers contacts, he calls Mendell to inform him that he may have found a way to cure himself.

Sometime Later, Peter introduces Gwen to Ben and May, after she arrives to his house to study with him, Peter, May and Ben have an uncomfortable conversation with Peter about how to treat her, as Peter assures them he and Gwen are only going to study, Later Mary Jane comes to visit him, where she meets Gwen. MJ tells Gwen to leave for a while, as she wants to speak with Peter alone, once Gwen had left, MJ pitches her ideas for the costume to Peter, but wants ideas for the color. Peter initially pitches a Black color, then Brown and Red, but then comes up with idea of using Red and Blue on the outfit.

In the following days, Mary Jane finished the outfit and goes to visit Peter while he sleeps and gives him the outfit and a spare one she made aswell.

The next morning, Peter prepares to leave, stating that he's going to the library, but Ben offers to give him a ride, Peter refuses. but Ben insists, Ben drops Peter nearby the library, Peter is about to leave but Ben stops him as he wants to speak with him, Ben tells Peter that this is the age where one becames the man that he will be for the rest of his life and tells him to be carefull into what he turns into, Flash may have deserved what Peter did to him, it was good he defended Mary Jane, but he points out what he did to another classmate at school. Peter states he did that in self-defense, Ben tells Peter that he's got a great future ahead of him, he can do things for the world. Ben tells Peter of his father philosophy which he held to pretty strongly that if there were things in this world that he had to offer things that anybody did well better than anyone else things that one could do that helps other people or make people feel better about themselves he believed that it wasn’t just an good idea to do those things, but it was their responsibility to do those things. Don’t try to be something else, don’t try to be less, great things will happen in life, great things and with that will come great responsibility, With Great Power, Comes Great Responsibility. then Peter asks where his dad is. didnt he thought it was his responsibility to be here. but before Ben can speak. Peter angrily leaves the car, Ben sadly leaves.

Peter goes to the wrestlnig match to face Bonesaw McGraw, where he introduces himself as the Human Spider to the ring announcer, but he finds the name silly and presents Peter as Spider-Man. Peter gets inside the cage, clearly afraid, but when Bonesaw proceeds to attack him, Peter dodges him and eventually gains the upper hand in the battle. eventually defeating him and is declared as the winner.

Peter goes to get his money, but is only given a hundred dollar, as Peter begins to ask for the rest of the money the promoter tells Peter that he was going to get the 3,000 if he lasted 3 minutes in the ring, but he defeated Bonesaw before that, therefore he didnt won the money. Peter tells him he needs that money, but the Promoter states that its not his problem, Peter angrily leaves, as Dennis Carradine comes to steal the promoter, when Peter see's Dennis escaping, he lets him escape in order to get revenge, the Promoter asks why he let him go, as Peter states it was not his problem.

Dissapointed, Peter sits on the top of a traffic post, where he descovers a voice mail from Uncle Ben, but still feeling upset about their argument he decides to ignore it, then a police car passes by. Curious, Peter goes to see what's going on, he passes thru a crowd of people, when he see's his uncle laying on the ground, the police officer tells Peter that an carjacker did this, Peter descovers that his Uncle has already died, his grief turns into rage, as he goes to find the carjacker, he puts on his costume and follows the police cars that are chasing the car. Peter lands on the top of the vehicle as Carradine tries to shoot at him. Peter dodges the bullets, as Carradine crashes into a werehouse, where Spider-Man fights him, Dennis begs Spider-Man to give him a chance, as Spider-Man angrily tells him if he gave a chance to the man he killed, he descovers its the same crook he let go early on. he puts him down in disbelief, as Carradine accidently trips on a windown and falls to his death, Peter lays on the top of a building to mourn his uncle death, he goes back home where he and his aunt mourn him.

At School, Flash calls for Peter, Peter assumes Flash is going to bother him, attacks him, but turns out he only wanted to give him his condolences after hearing his Uncle died, Peter lets him go and begins to cry. Gwen hugs Peter, after school is over, Peter meets up with Mary Jane who offers to walk him back home, but Peter wants to go alone, as Peter goes back home, he finds Dr. Connors, who gives Peter his condolences. Peter enters his room, after he remembers what Uncle Ben said about how with great power, comes great responsibility, Peter decides to use his powers to fight crime.

Overtime Peter begins his career as the vigilante Spider-Man. At the police station, George Stacy is informed about Spider-Man activities, but he doesnt approve of them, calling Spider-Man an anarchist, just then Spider-Man drops more criminals to the station for them to arrest, as Stacy watches Spider-Man leave with a look of disapproval.

At the Daily Bugle, J. Jonah Jameson asks his staff about why they did an article on Spider-Man, calling him a criminal, a public menace, Robbie Roberton tries to defend Spider-Man stating he saved people from a fire, whom Jameson thinks was started by Spider-Man, asking why he wears a mask, what he's got to hide and he doesnt want his paper to talk about him. but changes his mind when Robbie states that they sold all copies of today newspaper, Jameson asks for a decent picture of Spider-Man this time. but Robbie tells him that its impossible most of their photographers have tried to get one, even the new guy Eddie Brock, Jameson is certain they can get a picture of Spider-Man, as he states that if Spider-Man doesnt want to be famous then they'll make infamous.

Meanwhile while overlooking the city, Spider-Man gets a call from Aunt May who wants him to buy soem eggs, that night Spider-Man stops an carjacker, when the police arrives to the location, he's quickly being chased by the police despite capturing the carjacker, Spider-Man eventually manages to get away, as George Stacy comments on how they managed to fail in capturing a guy in leotard. Peter returns home late at night, May asks him if he got the eggs, but Peter realizes he forgot, he's about to go to buy them, but May stops him. as she doesnt want him to go out this late. Peter refuses to look at her trying to hide his injuries, but May tells him to look at her, and so she see's his bruises and asks what happened, Peter simply tells her to sleep, but May states she cant. May tells him that he can keep what happened a secret, but secrets comes with a cost.

During a Staff meeting, Jameson angrily demands to know why they havent gotten a decent picture of Spider-Man as the previous night Spider-Man caused alot of damage to many cars. Robbie states its that’s over exaggerated as the eyewitness states that he didn’t did major damage. Jameson points out Spider-Man was running from the police, so he's up to no good. Robbie defends Spider-Man stating that there most have been a misunderstanding, but Jameson disagrees, Robbie hopes Jameson doesnt go to overboard with this before it bites them in the butt, Hoffman suggests putting an ad asking for free-lance photographers for see if anybody can take pictures of Spider-Man, Jameson initially hates the idea, before taking all credit for the idea.

At Midtown High School, Peter tries to hang out with Gwen Stacy, but she keeps ignoring him. Peter wonders if he made her upset or something, while on the way back home, Peter finds the ads from the Daily Bugle asking for photographers.

The following night, Spider-Man stops some criminals, as he takes pictures of him capturing them for sell to the Bugle.

The Next Day, Peter sells his pictures to the Daily Bugle where he meets J. Jonah Jameson, he calls his pictures crap despite wanting to use them and asks Peter how he got them, Peter doesnt reveal stating if he does, he will send his own photographer next time, Hoffman gives Peter a check for 300, after he leaves Jameson office, he meets Betty Brant who welcomes him and then he bumps into Eddie Brock, who asks Peter if he's the guy who will take pictures for Spider-Man, Peter says yes, Brock tells him to enjoy it while it lasts because soon he will become the new photographer of the webhead, Peter suddenly has a dislike for the guy.

Fiers contacts Osborn telling him he found an test subject for the exo suit, a man named Aleksei Sytsevich.

When Peter returns home, he see's Gwen Stacy sleeping in his living room, May explains to Peter that Gwen is going thru a difficult time as her mother is leaving her and her father, later he and Mary Jane discuss this, Mary Jane starts to feel a bit jealous, but before they can continue talking Peter leaves to stop a crime going on.

The next day, Spider-Man stops some criminals as he takes pictures of it.

However Jameson uses the pictures, Peter took painting Spider-Man as the crook. much to Peter annoyance. just then Spider-Man see's on a nearby television that Sergei Kravinoff aka Kraven the Hunter is going to come to New York City, Peter wonders why he's coming.

At the Oscorp Vault, Agents working for Fiers bring an blindfolded Aleksei Sytsevich to the vault, they remove the towel off Aleksei Sytsevich, who asks where he is, Norman tells him he's at the Oscorp Vault. Aleksei Sytsevich asks why he's here. Osborn tells him that he's been chosen to test out a new exo suit that will enhance his strength to that of a rhino, Aleksei asks what's in it for him, Osborn states its a chance in freedom, he's aware of his issues with the law and will personally erase any of his criminal record and will give him protection. as the Fiers agents bring Aleksei towards the suit, one of them ask Osborn if its true what he told Aleksei, Osborn states its not true. as he would go a spree of crime anyway, the agent asks how's the research for save his life going, Osborn states they are trying out the OZ formula an attempt to recreat the supersoldier serum made to create Captain America. the agent asks for the armor. Osborn states its going well and he painted it to look like Captain America after finding the OZ formula files. then they check on Aleksei testing the suit, which he likes. Osborn states that he will make an excellent henchmen for missions, but Aleksei Sytsevich decides to dissolve their deal, because with this suit he has all the protection he needs, he then proceeds to kill Fiers Agents, Osborn hides before Aleksei can kill him, Aleksei then escapes the vault.

Kraven arrives to New York City, where reporters asks him why he's here, Kraven declares he's here to hunt Spider-Man and kill him with his own hands. when he's asked why Spider-Man, he states its his calling in life, a series of challenges and this is the next great challenge, one of the Reporter ask Kraven if he have already heard of the bad publicity about the Webhead about his "crimes", saying wouldn’t it be it be much easier to leave Spider-Man to the authorities and leave him out of his games, Kraven scoffs at him, saying that he's not playing games. If anything, by hunting Spider-Man he will help bring down a wanted man, an evil man, a man that doesn’t deserve to live in this planet. Peter and Robbie watch Kraven interview at the Bugle in pure disgust, but the itnerview is interrumpted when they broadcast a news report about a mad man in a Rhino suit wrecking Manhattan. Peter quickly leaves to confront the Rhino. Rhino is wrecking the place as he throws cars to innocent bystanders, Spider-Man shows up and mocks him. Rhino asks who he is, Spider-Man in a jokey manner states that he is surprised he havent heard of him, at the airport Kraven is informed that Spider-Man is at Harlem. Spider-Man and Rhino fight. but Spider-Man cant hurt him due to his armor. Rhino tosses a car at him, but Spider-Man uses his web rodeo and tosses it back to Rhino. Eddie Brock takes pictures of the whole battle. Spidey then strikes Rhino with a lamp post and webs him up, as he disables his armor. people cheer at Spider-Man, as Kraven shows up, calling him, as Spider-man jokily asks Rhino how come he doesnt know him if Kraven does. Kraven states its time for both of them to battle, Spider-Man simply asks Kraven to help him aid to the injured bystanders, but Kraven ignores him and attacks him, the two battle as. Spider-Man gains the upper hand, Kraven wont accept his defeat, as he continues fighting, but Spider-Man defeats him again and webs him up, the police arrives, as they tell Spider-Man to put his hands on the air, Spider-Man annoyed does so, as he fires webbing, escaping.

At the Daily Bugle, Eddie Brock arrives to deliver his photos with Jonah, he flirts with Betty while asking if Jonah is here, Betty annoyed tells him that he is, Eddie delivers his pictures to Jonah so does Peter. but Jonah prefers Eddie pictures, and states that the headline for tommorow paper will be "Spider-Man helps Rhino and Crazy Hunter Destroy Harlem", Peter protest stating that Spider-Man helped people, but Jameson states that the pictures tell otherwise.

Annoyed, Peter returns him where he see's Gwen crying outside his house, Pete comforts her about the situation with her mother, as she hugs him and continues crying.

Fiers contacts Osborn, disappointed at the mess the Rhino caused, Osborn affirms he's disappointed too. Fiers asks who is Spider-Man, asking is he an Cross-Species experiment. Osborn is not sure as all Cross-Species experiments have failed, unless one had succeeded without them knowing.

Peter visits Oscorp to help Curt Connors with his experiments, Connors gives Peter a small tour around the place, where they see the Ganali device, whom Connors explains that one could load it with an antigen, and it creates a cloud which can be dispersed over a neighborhood, even an entire city. stating that theoretically they could cure Polio in an afternoon, but it was left there to collect dust, due to fear that one could use it spread toxin thru the city.

Meanwhile, Osborn decides to investigate on Spider-Man possible connection with Oscorp, he checks on the security camera and see's a boy entering the Spider's chamber much to his annoyance.

Peter and Connors are able to perfect the serum and test it on a rat, Connors states he will keep the rat and see how it does in the coming months. as Peter goes back home he passes thru Norman, who notices the resemble to the kid in the video and starts to suspect.

Peter sends pictures of Spider-Man to Jameson thru his email, where he meets up with Mary Jane, who asks him how he's been. Peter comments on his more New Yorkers hate him, despite what he's done for the city. Mary Jane comments that not everyone hates him and tells him to not let this affect him, they are just jealous, people would kill to have his powers and the police are just jealous that he's making them look bad, he does a better job than them. Mary Jane then asks if he would like to get n Ice Cream, but Peter notes he's busy. Mary Jane tries suggesting the comnig days for hang out with him, but Peter is busy for these days, as Mary Jane comments that they barely hang out now. Peter notes that as they get older, they get more busy with responsibilities, but will hang out eventually.

A Month Later, Mary Jane is seen waiting for Peter Parker to show up at Central Park, but he doesnt arrive. as Spider-Man was busy capturing a criminal who had stolen a truck. Mary Jane having enough decides to leave. there she finds an ad for work at the Daily Bugle and decides to enter.

Peter sells his pictures to Jameson, who decides to use them to pit Spider-Man as the responsable for the truck crashing, despite Peter protest. Peter while walking away the Bugle, meets up with Mary Jane and realizes he forgot he was going to hang with her, Mary Jane is upset at Peter, Peter assures they will hang out another time, Mary Jane is unsure if he will keep his promise.

The following night, Flint Marko is running from the police, he manages to hide and evade them, he then finds the emergency ladder of his house, where he enters the room of his daughter, whom is sleeping, he lays a couple of letters under her pillow. Flint later goes to get some food, but is caught by his wife, who asks why he's here, Flint states he came to see his daughter. Emma reminds him that he's a fugitive, he killed a man. Flint states it was an accident, he didnt mean to do it. then Penny Marko appears behind them, Flint goes to speak with her, promising that he will get the money for cure here, Penny gives locket that has a picture of herself in it. Flint decides to leave, as he tells his family that he's not a bad person, he just had bad Luck.

The next day, Mary Jane tells her dad that she got a job at the Daily Bugle, but her dad doesnt show any approval to this, stating this is a waste of her time and another excuse to whore herself out. Mary Jane assures she will get good money from it. Greg tells her that it’s a waste of her life and that she should find a rich husband and settle down to be a good house wife then to whore herself out. Mary Jane had enough and runs away from home.

Later that day, Peter goes to visit Mary Jane, Greg assumes that she was with Peter and demands to know where she is. Peter reminds him that if he knew he would not be here. Greg simply annoys Peter when he states that maybe she's whoring herself out. Peter decides to look for her. he finds her sleeping at a werehouse. when Peter asks her why she left, she tells him that she had enough of her dad and wasnt thinking clearly when she escaped. she's glad that no stranger found her first. Mary Jane rants about her pathetic life, he wants to make him proud, but he doesnt care, he doesnt love her. she points out that Peter family cares for him, but her's dont. she breaks down crying, wishing her mother was still alive, she was the one for cared for her and defended her from her father. Peter asks about her sister, but Mary Jane tells him to not remind her of her sister, their relationship was strained ever since they're mom died and she has nobody, Peter tells her that she does have him, she hugs him and continues crying.

Gwen calls Peter asking if he wants to visit her house, as her dad would like to meet him, Peter accepts and asks if he can bring Mary Jane too, as ashe's been thru some issues and may need her friends, Gwen accepts.

Later Peter gives Greg Watson some comeuppance, as he webs in the top of his garage and mocks him.

Later Peter and Mary Jane go to the building where Gwen leaves. but Doorman refuses to let Peter in, unless he shows him what is in his backpack. Peter cant show him as his Spider-Man costume is there, so he crawls up the building and finds Gwen room, Gwen lets him in, asking why he took the Emergency Ladder, Peter tells her that her doorman didnt let him in unless he showed what was in his backpack. George Stacy gets into Gwen room, where he encounters Peter, they greet each other, that night, they are all eating dinner, where George asks Peter and Mary Jane questions about them. Mary Jane tells him that she's from Queens and wants to be a journalist. Gwen then tells her dad that Peter lives in Queens with her aunt and is a photographer for the Daily Bugle, taking pictures of Spider-Man. George states that he's seen the pictures, saying they are good evidence that he cant be trusted. Peter argues that the pictures are taken out of context and his boss comes up with the fake headlines. George doubts that, stating that Spider-Man is dangerous. Peter and geroge get into an argument about Spider-Man, Peter defends Spider-Man actions, but George doesnt, also stating how he ruined an police operation, as when he captured that carjarker motnhs ago, they were going to follow him to dismantle and entire group, Gwen ahs enough of their argument and takes Peter to the roof of the building. there Peter and Gwen have a brief talk, as Gwen notices bruises on Peter face and asks what happened. Peter tries to tell her he's Spider-Man but cant bring himself to do so, Gwen turns to leave. but Peter fires her web at her and pulls her towards him, Gwen realizes he's Spdier-man and they start to make out, as Mary Jane shows up, who states how awkward this is.

Peter goes to the Daily Bugle where he see's George Stacy and J. Jonah Jameson discuss Spider-Man. in there he's visited by Gwen Stacy, where he express concern for what they are doing to him as Spider-Man, when she's about to leave, she bumps on Eddie who flirts with her, but she steps on his feet, Jameson tells Peter and Eddie to come to his office. telling them that he want's one of them to take a picture of Spider-Man caught committing a crime and wil lgive a staff job to the one who gets it. Peter tells Eddie that he will never get that picture, as Eddie states that they will see about that.

At Captain Stacy office, he's informed that they found the second suspect of the murder of Ben Parker and are after him.

Flint Marko, while running from the police gets where the Oscorp Experimental Particle Accelerator is, he ends up failling in where Oscorp is about to begin experimeting with their Accelerator, the scientist activate their machine, Flint tries to escape. but he ends up getting dissolved into sand.

Peter shows Gwen Stacy the spider that bit him and gave him his powers, Gwen asks if someone else know about this, Peter state that just her and MJ, Peter asks Gwen if she belivies what her dad says about him, but she assures him that she doesnt. unaware to Peter, the Alien Symbionte emerges from the sewers and attaches itself to Peter shoe

Meanwhile at the Experimental Particle Accelerator, we see the grains of sand moving, the sand begins to join together as they start to form a human body, the body collapses, but then it reforms again, and Marko gets up, now as a sandman. he looks at his arms, then he looks at his body he's now a sandman, he puts his hands over his head trying to process his current situation, then he looks at the locket his daughter gave him, he tries to grab it but his hand dissolves, he regenerates his hand and is able to grab it, he looks at her picture, then gaining more motivation, he gets up and walks away as he slowly reverts back to his original form.

While overlooking the city, Spider-Man calls to Gwen Stacy thru the cellphone, but then his Spider-Sense tingles and decides to investigate, Flint Marko as a cloud of sand, lands on the top of a Bank Truck, he buries the drivers under sand, and begins to steal the money, as Spider-Man shows up to comfront him, Flint tells Spider-Man to go, as he doesnt want to hurt him. Spider-Man reminds him he's the sheriff among these parts and punches him, but Spider-Man notices that he went thru him, Flint hardens his body and punches Spider-Man out of the vehicle, but Spider-Man manages to catch up with the truck and keeps him attacking him. Sandman gains the upper hand but loses the money, Spider-Man saves the drivers, before the truck crashes. Spider-Man leaves the are, as Sandman escapes. with Peter wondering where that guy came from.

At the Daily Bugle, Jameson has heard of this sand creature, he and employee start pitching names for him, Jameson decides on the name Sandman, Peter shows up, as Jameson asks if he got pictures of the Sandman, Peter states he didnt, much to Jameson dissapointment.

Spider-Man swings by Time Squares when he hears the news report that Iron Man will be visiting New York very soon to check the progress on Stark Tower. which makes him excited, then he gets a call from George Stacy, telling him that he's got updates on his Uncle murder. at the polcie station George Stacy reveals to Peter and May that Dennis Carradine was not the true killer of Ben Parker, it was a man named Flint Marko, Carradine was only an accomplice of Marko, Peter tearfully looks at the picture as he begins to imagine Marko throwing Ben out of the car and killing him in cold blood as Carradine tries to stop him, after he returns to reality, he's pissed about this. He’s full with rage at the fact that the man that killed his Uncle is still at large.

Back home May comforts Peter about this, as Peter states he loved and he regrets that their last coversation was an argument, Gwen and Mary Jane show up to confort him aswell, May leaves to leave the 3 of them alone. Mary Jane hopes that Peter wont do anything stupid that he will soon regret, like that Carradine guy, Peter states he didnt killed him, he tripped. Gwen tells him to be carefull with how he deals with this guy, she would prefer if he simply avoids him, but Peter wont avoid him, he needs to be brought to justice. Gwen tells him to get the help from the police, as Mary Jane states that everyone needs help, even Spider-Man.

The girls leave, that night Peter starts listening to the Radio and TV hoping for some updates on Marko, he hears of some serious emergencies, but he ignores them, hoping for news on Marko, so that he can bring him to justice, but time passes and nothing, he starts to fall asleep. he then falls asleep as he have nightmares on Marko killing his Uncle and when Carradine died, then the symbiote, crawls to his bed and he sticks himself to Peter arm as he begins to cover his arm and the rest of his body, then Peter wakes up as the symbiote covers his head, Spider-Man finds himself upside looking himself thru the glass of a building and see's himself in a black costume, asking what this is. but he feels good with this new suit, Then he stands on the walls and jumps with new agility, he shots some webs as he swings at a much faster rate, then he lands at a building, he takes off his mask and looks at it smiling.

Peter brings a sample of the symbionte to Dr. Connors, who identifies the creature as an symbiontic life form. as the sample tries to escape and head towards Peter, Peter grabs a cup and traps it. Connors notices that the creature is attracted to Peter, he warns him that if these things bond with their host, they are hard to get rid of, he would like to keep it and study it.

Peter returns home, where he heards in his radio that the Sandman is robbing a bank, Peter decides to use his black costume. and goes to face Marko, he finds Sandman escaping thru the sewer. Eddie Brock shows up and begisn taking pictures, assuming that Spider-Man robbed the bank, Spider-Man destroys his camera, and goes after the Sandman. Eddie then grabs another camera and begins taking pictures.

In the sewers, Spider-Man comfrots Flint Marko, Marko attacks him, which Spider-Man dodges, he asks Flint if remember Ben Parker, the man he killed in cold blood. Flint asks why does this matter to Spider-Man, he states that it matters alot, a train passes by, Spider-Man shoots webbings at it, hanging from it as he kicks Marko, they fall from the rail to another. As the bag of money falls. They fight. Spider-Man is about to strike him, but Marko shift shape his leg and kicks him, Spider-Man swings over the rails and kicks Marko in the back, as he hits a train. He falls the ground, Spider-Man grabs him and have his face be sliced by the train, Marko regenerates as they continue their fight. they falls off the rail, Marko hits the ground, falling in a puddle of water, he sees the bag of money he tries to reach for it but his hands are dissolving due to the water, this gives Spider-Man an idea, he hits a huge nearby tube, he uses his strength for break the tube, he does as lots of water hits Marko, he dissolves as what's left of him floats away into the sewers.

At Oscorp, Curt Connors shows the progress of the Cross Species serum on the rat to Ratha, as it had re-grown its limbs, Ratha calls thsi a miracle, Connors says this is hard work and promise, and one step closer to test it on Primates, Ratha decides to fast-track human testing. Connors pleads with him to wait until they know the full side affects, but Ratha threatens to fire him and reminds him that Richard Parker took the same stand over ten years before. Ratha decides to test the serum at the city's largest veterans' hospital. when Ratha is gone, Connors cmeets up with Dr. Samuel Sterns and gives him the symbionte so that he can continue its reserach and gives him Peter number so that he can keep him updates on his findings, Connors goes back to his lab, where he tries the serum on himself.

Back home, Peter tells May about Flint Marko death and that Spider-Man killed him, May is horrified much to Peter surprise, as he thought she would be happy, May states that Ben would've not wanted them to want someone be killed because they killed a person they loved, Revenge is a poison that can take you over and turn you into something ugly.

Connors wakes up and see's his arm had regrow, he tries to call Ratha, but his assistant states that Ratha is on the way to the veteran hospital on Brooklyn, Connors tells her to stop Ratha from going there, but she states she cant reach him, Connors begins to feel the side effects the serum has on a human, he takes a Taxi cab, in an attempt to reach Ratha, but he transforms into the Lizard. causing havoc. As Spider-Man keeps swinging in his new Black suit at night, his Spider Senses tingles. Then we see the cab crashed on a building, with the back part all torn. Spider-Man lands on a building, he see's traffic, which comes from the bridge all the way to the city, Spider-Man looks down at a humanoid Lizard, with tattered clothing, tossing cars. He sets up his camera, still in city, The Lizard finds Ratha car and attacks him, Ratha escapes the car and faces the Lizard and screams, but before he can kill Ratha, Spider-Man fires his web at his hands to stop him from killing Ratha, the Lizard escapes. Spider-Man fires his webbing again in an attempt to stop him, but he fails as he was only able to pull off the Lizard tattered clothing, in there he finds Connors wallet, much to his horror. Spider-Man saves a man stuck under his car and leaves before the police arrives, The Lizard reverts back to Connors and finds himself at the sewers.

Peter goes to Oscorp where he finds Connors office empty, and see's the Lizard serum's on the table, then Connors shows up telling he gave the employees the day off and ask's why he is here, as he should be on school, Peter states he got a free period and asks how a predator can track a lizard, Connors states they cant, most reptiles are at the top of their respective food chain and asks Peter why the interest on Lizard. Peter states that its for a school project. Peter asks Connors if he feels oaky, Connors states that yes he never felt better. Peter gives Connors his wallet, Connors takes it and tells Peter to leave, as he's working on a project and doesnt want to be disturbed, telling Peter that Wonderful things are coming, Peter looks at Connor suspiciously as he leaves. he leaves the building, and puts on his new black suit and goes to track Connors, he sees him entering an alley, Spider-Man chases him thru the alley but he's gone, but he looks at the entrance thru the sewers. Spider-Man ask's himslf if this day could get any weirder, meanwhile S.H.I.E.L.D. arrives to New York city, with Phil Coulson leading the team.

After school is over. Peter tells Gwen that the Lizard is Dr. Connors, when Gwen asks how this was possible, Peter states that he was able to perfect the formula, unknown to them, S.H.I.E.L.D. are watching over them, as S.H.I.E.L.D. were able t track the symbionte, but it leads them to Peter and overhears their conversation about the Lizard, one of the Agents report this to Coulson, when Peter mentions Connors, Coulson tells some of his agents to do research on Connors and see what his link on the Lizard is.

Fiers asks Osborn, about the progress of their Iron Man-like suit, Osborn confirms that its complete and that it will be tested tommorow and that they used Forestonite as its power source. Osborn looks at the window and sees that his illness is getting worse, once Fiers is gone, Osborn calls Mendell to meet him at the Oscorp Vault.

Meanwhile, Eddie Brock tries to get back with his ex-girlfriend Anne Weying, with no success, as they get into an argument, as Eddie comments that she treats him like his dad did and she leaves him.

At the Oscorp Vault, Osborn orders Mendell to test the OZ Formula on him, but Mendell states it havent been tested, it could have bad side-effects. this angers Osborn and attacks him, Mendell injects with the serum in self-defense, as Osborn begins to mutate, Mendell escapes in search of help, as Osborn mutates into a goblin like creature, he gets inside the Iron Patriot armor and takes an armed gilder.

Iron Man arrives to New York City, as he jokes to JARVIS that he never thought he would be arriving in New Yorkw outside his private plane, S.H.I.E.L.D. makes notice of Iron Man presence, he lands in Time Square, where Gwen Stacy and Peter Parker are, Peter and Gwen greets Stark, so does he, but Iron Man leaves when JARVIS tells him that he got a call from his construction workers, when Iron Man had left, Peter Spider Senses tingles, he goes to a build to change outfits, unknown to him, S.H.I.E.L.D. have seen him, change outfits, meanwhile one the agents get a call from another agent, asking if Iron Man is wearing an armor with an 1940s look and with a glider, they say no.

Iron Patriot starts to attack the city throwing bombs at civillians, Spider-Man shows up to stop him, mocking him for copying Iron Man and Captain America. Iron Patriot starts to fire at him, but Spider-Man dodges, then Iron Patriot begins to chase him, but is unable to find him. Spider-Man is under his glider and surprises him, Spider-Man rips the wires of Glider causing it to malfunction, as Iron Patriot swears revenge. Spider-Man lands on the ground when S.H.I.E.L.D. Agent Phil Coulson calls out for him, Spider-Man starts to act like a jerk, asking Coulson if he's here to ask him if he's a criminal mastermind or if he's single, hopnig that people would stop asking him ridiculous questions, Coulson calmly simply asks him where he got that new suit, Spider-Man states this not his bussiness and leaves. Gwen watches this, Peter goes to get his clothes, but finds they are gone, but to his luck the symbionte is able to morph into clothing, Gwen shows up asking why he acted so rude, Peter is not sure, he assumes maybe everything is just starting to get on him. Gwen tells him to take a break, they city can do a day without him, Peter states that its not like the Bugle will stop bothering him, Peter decides to go home, as he's starting to feel tired. Gwen tells Peter to be much nicer to people, as Peter simply says that they will see.

While Peter sleeps. the symbionte morphs back into the Spider-Man costume and takes control of Peter body, as swing around the city the entire night.

The next morning, May wakes Peter up informing him that he slept thru the entire day and missed School, much to his shock. May tells that he's lucky the principal will let this day pass, but he will be in trouble if he misses school again.

At Osborn Mansion, Norman contemplates his fate, at what he became, he then starts to have illusions due to his insanity, where he hears the voice of his Green Goblin persona where he tells Osborn that what happened to him is a gift, his gift can people fall into their knees, to fear him, Norman begins to agree, what happened to him is something happens once in a lifetime and he could conquer this place and get people bow to him, the voice tells him that something will stand in his way, Spider-Man, Norman states he will kill him, but the voice suggests Norman to make an alliance with Spider-Man, Norman likes the idea, the city hates Spider-Man and soon he will be fed up with them.

Peter sells some pictures of the new black suited Spider-Man to JJJ, after he get his pay, the backside of the building explodes. as Iron Patrito emerges from the smokes, asking Jameson who takes the pictures of Spider-Man, Jameson refuses to reveal who it is, Patriot knows he's lying, Then Spider-Man appears behind, Jameson gets his mouth webbed when he states that he knew he and the Iron Patriot were allies. then Patriot gasses Spider-Man causing him to pass out, Iron Patriot saves him before he falls to the ground and takes him away, Spider-Man wakes up on a rooftop, dizzy from the effects of the gas. Patriot offers Spider-Man to form an alliance, Spider-Man refuses, because he's a criminal, Patriot agrees, but tells him that the city will eventually turn against him and when it does, he will coming for him.

Meanwhile Coulson tells one of his agents of track Spider-Man, as he suspects his suit is the symbionte they are after.

As time passes, Spider-Man starts to get more agressive against the criminals, Spider-man drops off some traumatized burglars at the police station. The cops get them, with Spider-Man getting more agressive, George starts to get more concerned for the safety of this site, one of the policemen disagrees with Stacy point of view as he thinks Spider-Man is giving the criminals what they deserve.

Spider-Man starts to beat up another criminal without mercy, as Iron Man shows up, telling Spider-Man that he's done enough noting that Spider-Man has became to dangerous for the city. Spider-Man tells Stark to leave, Stark warns him that he will watch over him, once he leaves. S.H.I.E.L.D. agents show up. asking Spider-man to give them his suit, Spider-Man assumes they just it for themselfs and swings away.

Spider-Man gets a call from Samuel Sterns, informing him that he's continuing Connors research on the symbionte and he descovered that it can incrases the host anger, Peter hangs up stating he doesnt want him to waste his time.

At the sewers, Connors begins to do a video dairy about his re-search on the Lizard serum, commeting on how it have enhanced him, stating that this is no logner for cure the ill. but about finding perfection, he states that the dosage has been increased to two hundred milligrams. he then injects himself again.

Jameson tells Peter that there were sightings of the Lizard and wants pictures. Spider-Man goes to find the Lizard, Spider-Man finds him, as the Lizard warns him that he's now stronger, Spider-Man states he is aswell. they fight, but their fight is interrumpted by the Iron Patriot, the Lizard escape much to Spider-Man fury, Patriot is dissapointed that Spider-Man is still fighting for protect the weak, but before he can contineu speaking, Iron Patriot pulls him to the ground and brutally defeats him, even breaking the Patriot leg. Patriot manages to defeat Spider-Man and get away, swearing revenge. Coulson who was watching over the battle on S.H.I.E.L.D. monitors, tells the agents that Spider-Man is geting dangerous, they have to intervene.

After the battle, Peter meets up with Mary Jane in the streets, who calls him out for his current behaviour, Peter begins to insult Mary Jane, stating that people like her weak and holding him back and he's tired of listing to her cry-ass attitude and he's tired to save her ass, when she cant deal with her dad without crying, having enough, Mary Jane leaves angrily.

At the sewers, the Lizard persona of Connors calls him pathetic and weak for getting beaten by Spdier-Man again and states he's scared of him, Connors states he's scared, he's more faster and stronger than him, claws and teeths, Spider-Man just got lucky.

While walking on the streets Spider-Man see's a newspaper with a picture taken from Eddie Brock, stealing from the bank Sandman attacked prior, in the Bugle the newspaper are celebrating for Brock, until Peter shows up to comfront Brock for being a fraud, when Peter pins him to the wall, Brock begs him to not tell anybody, if they found out, no other newspaper will hire, Peter doesnt care and gives the evidence to Robbie, who shows this to Jameson who is angry, he tells Brock that while he hates Spider-Man, he will not tolerate this and fires him. Robbie tells Jameson that now they need to print a retraction, Jameson states he havent made a retraction in 20 years.

At Peter house, Gwen is waiting for him, asking him for his current behaviour, but Peter refuses to awnser her why he's been acting differently, Gwen asks him if something is bothering him, if so he can tell her, she and his friends are here for him and she will not give up on him that easily, but Peter simply says whatever.

In a river of water from the sewers coming out of a tube that leads to the sewers, we see something moving in the water, the mud reaches land, as it forms a human form with more nearby mud, Flint Marko is alive and well.

While swinging by the city, Coulson calls out for Spider-Man, Spider-Man lands nearby him, asking what he wants, Coulson tells him that he's coming with them for interrogation. as he's turning into a menace for everyone. Spider-man declines, but Coulson states he was not asking. as some armed S.H.I.E.L.D. agents appear behind Coulson, but Spider-Man is able to take down Coulson and the agents.

Spider-Man beats up brutally another criminal, Mary Jane see's this and tries to stop him before he kills the man, but Spider-Man hits Mary Jane in the face, then he comes to sense as he sees Mary Jane in the ground crying, and asks who he is. Spider-Man states he doesnt know, then eh see's the horrified look of the bystanders, he leaves the area and lands on a rootop, realizing what he's become, he loosk at a church behind him, where he stays until night time, where he heads towards the Church Bell, inside the church, Eddie Brock comes to pray for forgiveness as he intends to commit suicide, Spider-Man tries to remove the symbionte off him to no success, then hits the bell and its noises begins to weaken the suit, Brock hears Peter scream and goes to investigate, he looks up at the bell and see's Peter removing the suit, Peter manages to get if off, but unknown to him, the symbionte ends up failling towards Eddie Brock, turning him into Venom.

After he got rid of the symbiote, Peter reflects on what he have just done in the recent days. He gets out of his house, he looks at MJ house, but he's unable to bring himself to speak to her after how badly he treated and hurt her. He looks at his cellphone, and is unable to call MJ on the phone either, nor Gwen.

Peter returns home, where at the news they talk about Spider-Man new aggressive behaviour, Peter realizes he messed up so hard. Peter goes to sleep, where he has a dream with Ben, trying to motive Spider-Man to continue being Spider-Man, but Peter tells that Spider-Man was just nothing but an annoying weight on his shoulder and everything bad that has happened to him lately was because of Spider-Man including his death, Ben tells what he has is a gift, the world needs Spider-Man and that he can always make up for his mistakes and confront the past. but Peter disagrees, when Peter wakes up, he goes to an alley and throws his costume into a trash can and wwalks away.

Venom is swinging by the city, when he comes across Iron Patriot who mistakes him for Spider-Man, but realizes his mistake when Venom roars at him, Iron Patriot tosses him away and walks away, but Venom tells him that both of them want to kill Spider-Man, Venom proposes making an alliance with Patriot in order to kill Spider-Man and to recruit the other guys that faced Spider-Man recently in order to kill him.

A garage man arrives to the Daily Bugle, Betty tells Jameson that the man really wants to show him something, the Man reveals the outfit of Spider-Man to the shock of Jameson and Robbie. Jameson is happy to see that Spider-Man has quit, whiel Robbie sighs in sadness.

Reception on the news of Spider-Man departure is meet with mixed reactions. George Stacy takes that while he's happy that he quit, they still intend to arrest him, an agent informs Coulson if he heard what happened to Spider-Man, Coulson says yes, he wants him to find the boy that is Spider-Man as he wants to speak with him.

Meanwhile Venom goes to a prision where he kills its guards and frees Kraven and Aleski, he wants them to help him kill Spider-Man, Aleski points out that he retired, but Venom states they can take him our of retirement one way or the other.

Peter while sitting in an resturant meets up with Agent Coulson. Coulson tells he's from S.H.I.E.L.D. and that he knows he's Spider-Man they been watching him for a while, Peter is unsure if he likes the idea that theywere watching over him and asks if S.H.I.E.L.D. is some kind of agency, which Coulson confirms, Peter asks if he's under arrest, Coulson states that it depends if he's willing to talk to him or not and peacefully, Peter assures him that theres no more aggression from him, when Coulson asks him about the new costume, Peter assures him that it was the symbionte that made him agressive, Coulson states they been after it for a while now and they wanted to take it away from him for his satefy, Peter states he should've given it to him, becausing it was affecting him, maybe a part of him was in denial and enjoyed using the suit, Coulson asks what happened to it, Peter states he got rid of it, hopefully its dead, Coulson asks why did he quit, Peter states it should be obvious, Coulson tries to convience him otherwise, reminding him that he has an unique gift, he may not know now, but he was given these powers for a reason, he should use it to help people, he can make up for his mistakes and that he will understand one day, Peter states that he's just a kid, not a hero, the world doesnt need a Spider-Man, Coulson states that the world does need one.

At Oscorp, Ratha tries to use Oscorp GPS to track down Connors, whom he havent seen in a while and finds that he's in the sewers.

Meanwhile Iron Patriot goes to recruit The Lizard, at first the Lizard threatens him, until Patriot reveals that he wants his help to kill Spider-Man

Concerned for Peter, May enters Peter room, where she finds him staring at the window, she asks him if he's okay, but he doesnt awnser, she asks what happened to Gwen and Mary Jane, as he havent been with them. Peter states that he's hurt them, he's scared to talk to them after how he treated them, he ruined his relationship with both of them, even her, May assures him that its never later to make up for their mistakes, they all learn from their mistakes and can do better next time.

Meanwhile at Central Park we see Flint Marko sitting alone, thinking, then Eddie Brock shows up and sits next to him, Eddie tells Flint that he knows what's in his mind, is that damn Spider, Flint asks him what he wants, Eddie Brock states he wants his help to kill Spider-Man, but Flint declines, stating he doesnt want to kill him, he just wants him out of the way for a bit, but Eddie states that he wasnt giving him a choice, he transforms into Venom, he threatens to kill Marko family if he doesnt help, telling Marko that he just broke into a prision recently and saw a file about him, his family and adress. Flint falls to his knees with no choice but to help him.

Later on, the team have been assembled at Oscorp Vault, where Venom declares its time to get Spider-Man attention.

The Sinister Six begins to start causing havoc all over the city, killing and injuring many innocent people just to get Spider-Man attention, without Spider-Man around, Iron Man and S.H.I.E.L.D. try to stop the Sinister Six by themselfs, Iron Man faces Iron Patriot, but the Sandman is able to disable Iron Man, causing him to fall in the ground, Coulson goes to aid Stark, as JARVIS starts the system repairs of the armor.

Peter see's the news report on the attack of the Sinister Six, as he watches this, Venom writes with webbing on Stark Tower a message to Spider-Man, challenging him to face them, Peter realizes that the Six will not stop unless he comes out of retirement, with no choice Peter goes to get back his costume.

At the Daily Bugle, Jameson looks at the Spider-Man costume hanging in his wall. as he and the other employees of the Bugle expresses concern on the situation going on in New York City, one of the employees point out that since Spider-Man retired crime has gone up and hell is breaking loose, as Robbie points out that if Spider-Man was around everything would be fine, Jameson turns to look at them and finally realizes that he was wrong about Spider-Man, he blames himeelf for what has happened as he drove him away, then he hears a noise and turns around to see that his costume was stolen and Spider-Man left a note, angered Jameson reverts back to his normal thinking of Spider-Man and leaves the building to see Spider-Man get his ass kicked and get arrested.

Spider-Man calls Gwen Stacy who is at Oscorp, telling her that he's sorry for what he's done and asks her if she knows how to make an antidote for Connors, as with everything that has been going on with hin, he completly forgot about it, Spider-Man goes sewers, he unmaskes him as he goes to investigate Connors hideout first, for see what he's planning before taking care of the Six, but suddenly Connors shows up, suprised to see that Peter was Spider-Man all along, Connors asks him how did this happen. Peter states it was a spider bite at Oscorp, Connors realizes it was from Richard's Spider's, Connors asks him his pwoers reach the point of organic webbing and other spider-like features, Peter comments that at least he didnt got the other unpleasant features of a spider, Peter asks Connors what happened to him, Connors states that hee cant control his other side, he doesnt want to hurt people, he wants to cure himself, but he cant do it from here, Peter assures him that he will help. but then the Lizard persona begins to take over Connors, asking Peter if he would get rid of his powers, all the powers he feels if he could, Connors states that Richard never let him read his notes, he never trusted him, he knew that he felt incomplete, he dreams of a world where everyone is equal and thanks to Peter he can make it happen, Peter asks how, Connors states he will use the Ganali decide, put it on the top fo the Oscorp Tower with the intention to create a cloud with the Lizard serum to everyone like him, he then injects himself, but then Ratha shwos up, he shoots at Connors, leaving him for death and sedates Peter, Ratha telsl Peter that need the research, Peter tells him that it got faults, Ratha notes that it worked on him, Ratha wonder why Peter is the only perfect cross-species example, asking if he has any idea on who he really is, Ratha then tries to help Peter get up stating they must go. As Peter gets up, Lizard appears out of the nowhere, he tosses Peter aside, and he grabs Ratha from the neck. And bites Ratha head off, Lizard leaves. When Peter comes back to his senses he sees Ratha body in the floor without his head, he's horrified. But there are other stuff to take care of.

Outside Lizard walks to the city, where the police surrounds him, they shoot at him, but the creature is not killed, then he injects them with a gas of Lizard DNA, turning them into Lizards as well. He begins to attack more of the citizens of New York, infecting them with the gas. Spider-Man gets out of the sewers, as George Stacy is informed of the current events from his helicopter, who is unpleseant to hear about the Lizard epidemic.

Spider-Man calls Gwen telling her to leave Oscorp as the Lizard is approching it, but Gwen refuses as she has to do the serum, Spider-Man informs her that Lizard intends to use the Ganali Device to infect the entire city, Gwen assures him that there's still time and hangs up.

Iron Man catches up with the Iron Patriot, upset that someone stole his design and doesnt like that star in his chest, Patriot throws a bomb at Stark, but he dodges it, he then fires at Patriot. Stark manages to get under the glider and rips a wire, causing the glider to malfunction. They land on the still under construction Stark Tower, some bombs fall out of the glider, Iron Man grabs one and tosses it at Iron Patriot who falls on his glider, which activates and flies off.

Spider-Man meanwhile tries to help other people to get to safety, then he sees Mary Jane among the crowd on the other side, he calls out for her, she's hesistant, but Spider-Man tells her that he's sorry for what he's done and he will accept it if she doesnt want to be hsi friend, but they need to get her to safety, as Mary Jane walks toward Peter, he trips as one of the Lizards canisters lands on her, as she mutates into a lizard, then the Rhino attacks Spider-Man, informing Osborn about this, Rhino asks Spider-Man if he's ready for another match.

Gwen have everyone evacuate Oscorp, Spider-Man keeps fighting Rhino. Rhino is able to defeat Spider-Man, but before he can finish him off, his suit is electrified and deactivated as he collapses like a stone, then we see Coulson using an Suit disabler gun, Coulson is glad to see Spider-Man back, Spider-Man asks if he can contact Stark, Coulson says yes, so Spider-Man contacts Iron Man who apologizes for what he's done, Stark states its all fine, he heard what happened, it was his fault that symbionte escaped, Spider-Man wishes to discuss that at a later time, he tells Stark to go to Oscorp as his friend Gwen Stacy is doing an antidote to cure the Lizard and anyone infected and informs him of the Lizard plan to infect everybody in the city with the Ganali Device. Stark goes to Oscorp to find her.

Lizard breaks into Oscorp, Gwen is hiding on the closet with the Ganali device, Lizard senses her and checks on the closet, scaring her, she tries to burn him, but Lizard simply grabs the device and ignores her, when he leaves the building, the antidote is done.

On his way to face Venom, Spider-Man encounters Iron Patriot, meanwhile George Stacy is informed that Spider-Man was spotted. Spider-Man fights off the Patriot, who uses a sword he built in an attempt to kill him, but Spider-Man is able to defeat him and webs him to the walls of a building. Iron Man arrives to Oscorp, where he see's Gwen waiting outside, he tells her that Spider-Man sent him to take care of the Lizard, Gwen gives him the serum, Iron Man goes up to face Lizard. Lizard is installing the machine, it’s not yet activated. But Stark shots him and they prepare for battle.

Spider-Man swings near the police, the Police tries to shot him, he dodges them, but then an helicopter shows up and fires at him tazing him, and he falls to the ground and hits the road. The police gets down the helicopter, they handcuff him, Stacy takes out his mask, and Spider-Man attacks the police before they can see him. But then Stacy grabs a gun, telling him to freeze, Spider-Man looks at Stacy, who is shocked to learn that he is Spider-Man, he tells him that the city is in danger and so is his daughter who is at Oscorp, and that his look a-like will not leave them alone until he faces him. George lets him go, but then Kraven the Hunter fires at Spider-Man. but George fires at Kraven, injuring him, Spider-Man thanks him, Coulson shows up and informs Stacy that they will take Kraven. George tells him to head to Stark Tower and he will come with them.

Spider-Man arrives to Stark Tower, he calls out for his look a-like to face him, so Venom strikes him, Spider-Man is horrified to find this is Eddie Brock, Spider-Man tells him that he can help him, which Brock states he can by humilliation, just like how he humilliated him, telling Parker that he ruined his life, now he will ruin his, Spider-Man attacks him, as both fall out of the building, Venom gains the upper hand as Spider-Man fails to get back into the building before striking the ground.

Iron Patriot manages to free himself, as the Lizards begins to slaughter everybody on the city, as Spider-Man lays on the ground, the Sandman emerges, turning himself giant, Spider-Man dodges him as he tries to get back into the building to face Venom, but Venom strikes him, then he begins to choke him, as Sandman begins to smash him. much to everyone horror, Iron Man see's this, he leaves the Lizard to aid Spider-Man, Spider-Man is close to being killed, when Iron Man blows up the Sandman head and attacks Venom. Iron Man helps Spider-Man get into his feets, as Sandman, Venom and Iron Patriot attempts to attack them, the duo team up for take the 3 members of the Sinister Six, during their battle Iron Man weakens Sandman as he hardens his body with his repulsors, Spider-Man gets chased by the Iron Patriot who accidentaly gets taken out when Sandman was aiming for Spider-Man, The Lizard recovers from his battle with Iron Man, as he tries to get back to activate the Ganali, when Iron Man gets taken out by the Sandman, J.A.R.V.I.S. informs Tony that the Lizard has activated the Ganali device. Iron Man returns to Oscorp to face the Lizard.

Spider-Man manages to disable Iron Patriot outfit, leaving him to crash against a building, his gldier blows up, but he manages to survive, Jameson watches the battle and calls for Parker, so that he can take pictures of it, but he's nowhere to be found, so he asks a little girl for her camera, she refuses, Jameson offers 100 buckm which she accepts only to find out it doesnt have film much to his fury. as Patriot lays on the ground defeated, he gets boo'ed by the civillians.

An S.H.I.E.L.D. helicopter shows up as it fires missles to the Sandman, seemingly destroying him. S.H.I.E.L.D. agents and George Stacy arrive to Oscorp, Gwen tries to convience her dad to help Spider-Man, he tells her that he knows that Spider-Man is Peter and will help him, he tells the S.H.I.E.L.D. agents to take her home.

Iron Man gains the upper hand on the battle with the Lizard, he goes up to the Oscorp needle, he grabs the antidote, as he takes out the Lizard serum from the Ganali and replaces it with the cure, Lizard crawls the needle and grabs Stark by his feet crushing the propulsions from his feet, Iron Man and Lizard almost fall as Stark hangs from the device, the machine shots to the sky an cloud, Lizard grins but his grin disappears when he sees its blue, an particles lands on his face as he screams, both Stark and the Lizard fall out, with his propulsion out of commision, he nearly falls to the ground, until he's saved by Connros, who uses his remaining strength to pull him up to the tower, Connors thanks him for the cure, Iron Man states that it was that blonde girl who made it, Connors reflects on what he's done and states he should be jailed for everything he did, meanwhile every civillian turned into Lizard are reverted back to normal, including Mary Jane.

Inside Stark Tower, Spider-Man fights Venom, who mocks him for his desire to find out what happened to his parents, then Venom disappears as Spider-Man tries to search him, then Venom proceeds to attack him, he webs him on the structures of the building, he grabs an nearby spikey metal object and hits Spider-Man with it multiple times, removing his mask and prepares to kill him, as Peter tells him to get rid of the suit, Peter tells Venom that he knows how the suit feels like, the power and everything, but you lose yourself, but Venom doesnt care, as he loves what the symbionte is doingto him and tells Spider-Man that he will die alone, then George Stacy shots at Venom, causing him to let go of the spikey metal object, telling him that he's not alone. Venom webs his gun and tosses it aside, hitting some tubes that fall to the ground, the sounds they make as they hit the ground affects Venom, Peter remembers how he got rid of the suit and gets an idea, when Venom calms down, he with his long fingernails/claws, stabs Captain Stacy and tosses him aside, as he falls to a lower floor, much to Peter's horror, in fury Peter tries to break loose from Venom webbing, Venom is about to attack him, Peter breaks free, shoots a web to the spikey metal object, grabs it and hits Venom, then he grabs the tube and hits one with the other affecting Venom, the he stabs the tubes into the ground causing more sound waves that affect venom, then he grabs more and more of the tubes and stabs them to the ground sorrowing Venom, then he grabs another tube, hitting the circle of tubes sorrowing Venom, the symbiote is weakened, as it begins to slowly to free Brock as he screams too, Peter shots a web on Brock back and pulls him out. When Brock is out, the symbiote growls, Peter turns to look at it, Peter hits the tubs again as it weakens the symbionte. wondering what to do, he looks down and see's one of Patriot bombs, so he tosses it toward the Alien to kill it, as Eddie begs him to stop, Eddie jumps towards the symbiont to re-bond with it, Peter tries to save him, but the bomb explodes killing both the symbionte and Eddie, as Sandman witnesses this.

Coulson decides to enter the building to help Spider-Man. Meanwhile Peter lets go of the tube as he looks at where the symbiote exploded, then he hears Flint Marko telling him that he didnt wanted this, but had no choice, Peter tells him that everyone has a choice, he had a choice when he killed his unclee, Flint reveals that his daughter was dying, he needed the money, Flint explains that he only wanted Ben's car, so approached him and told him that he needs his car, but Ben tells Flint to drop his gun and go home, Flint is touched by Ben word, but when Dennis arrives with the money, he startled Marko and accidentally pulls the trigger, killing Ben, Flint tells Peter that he deeply regrets what he's done and every night he wishes he could that day back, he tells Peter that he's not asking for forgiveness, he just wants him to understand, Peter says that he's done horrible things too. Flint overlooks the city, commenting that he never he chose to be this and that all he's got now is his daughter, Peter forgives Marko, Marko is touched by Spider-Man's compassion, he shapeshifts and flies away.

Coulson who overheard the entire conversation and gives Parker his condolences, he asks who the Sandman was, Peter reveals that he's Flint Marko, feeling pity for Marko, Coulson decides to help to erase his criminal record and see if S.H.I.E.L.D. can help his family, then he asks where is Captain Stacy, much to Peter horor when he remembers that he was mortally wounded, they both go to check on Stacy, who is in pretty bad shape. Coulson calls for medics, Stacy asks what happened to the Sinsiter Six, Spider-Man assures him that they have been taken care of, as Spider-Man tries to help Stacy get on his feet, but George tells Peter that its his time, Peter tells him that its not, George confesses that he was wrong about him, the city needs him, he warns Peter that he will make enemies, people will get hurt, even those close to him, he wants Peter to promise to stay away from Gwen, for her own safety, Spider-Man hesitates at first, but decides to honor his wishes, as Stacy dies.

Spider-Man reunites with Mary Jane, who has forgiven him, Spider-Man tells her that George Stacy is dead, Meanwhile May watches the news about the battle, where the news reporter comments that Curt Connors, Norman Osborn, Aleksei Sytsevich and Sergei Kravinoff have all been taken to custody, with Tony Stark taking, while Tony Stark, Spider-Man and Norman Osborn have refused to give interviews regarding their involvement on the battle, as Peter returns home with box of eggs, he and May hug, as Peter states he had a rough night.

Gwen arrives at Peter house, asking if she can move in, as without her dad, she cant alone afford for her apartment and needs a place, Peter declines, Gwen is heartbroken, but then she asks if her dad told him to stay away from her for, keep her safe, Peter doesnt awnser but Gwen figures thats the case, Gwen leaves having no place to go, Peter closes the door, as May asks him if that was Gwen, Peter confirms it, May asks what's wrong, he tells her that with Gwen dad dead, she needs a place to stay, she wanted to move in, but he said, May is dissapointed that Peter let Gwen down, stating that they need to put the needs of others above their own, May goes to comfort Gwen offer her a place to stay, once she enters their house, she breaks down crying, Peter returns to his room, where he listens to Ben voice mail, where Ben tells him that he knows things have been difficult lately. And he's sorry about that. he know what you're feeling. Ever since he were a little boy, he's been living with so many unresolved things. It been like 10 years since his parents left, those things send them down a road, they make them who they are. And if anyone's destined for greatness, it's him, he owe the world his gifts. He just have to figure out how to use them, and know that wherever they take him, they will always be here.

Peter takes a walk to reflect on what he's done lately, as he see's a graffiti of the Spider-Man logo in a wall, then he hears the report of a car chase where the criminal stole 10,000 worth in a diamond store, Peter puts on his Spider-Man costuem and swings around the city heading towards Groung Zero to stop the criminals.

At his cell, Connors is visited by Fiers, who asks him if he told Peter the truth about his parents, Connors states he didnt, Fiers comments that they will leave Peter alone for the time being, Connors threatens Fiers to leave Peter alone or else, but Fiers has vanished.

In Alaska, an truck is driving by the snow forest, the driver looks at Bruce Banner who is looking outside at the window, the truck stops, the door opens as Banner leaves to the forest. then he goes to the mountain area, where he leaves his backpack behind, he keeps crawling the mountains as the wind starts to get strong, then he keeps walking, as he suddenly reaches a cliff, he falls to his knees, looks at the sky as he removes his goggles, He grabs his gun, intending to commit suicide, but then his eyes turn green, then he turns into the Hulk, Hulk looks at the gun in his other hand and crushes it, as he roars. As the icy cliff crumbles to the ground.

Posters[]

Community content is available under CC-BY-SA unless otherwise noted.