The Amazing Spider-Man 3 (2015)

The Amazing Spider-Man 3 (also The Amazing Spider-Man: Rise Of Electro or The Amazing Spider-Man: Lizard Tales in some markets) is the sequel to Marc Webb's second Spider-Man film of his franchise, The Amazing Spider-Man 2. It will be written by Josh Trank and Stan Lee. It will be the sixth Spider-Man movie made in history. Film will also release on June 12th, 2015.

Cast

 * Andrew Garfield as Peter Parker/Spider-Man
 * Jaimie Foxx as Max Dillon/Electro
 * Emma Stone a Gwen Stacy
 * Rhys Ifans as Curt Connors/Lizard
 * Josh Hutcherson as Harry Osborn
 * Shailene Woodley as Lily Hollister
 * Kate Mara as Mary Jane Watson
 * Crispin Glover as Norman Osborn/The Green Goblin
 * Chris Zylka as Eddie Brock
 * Sally Field as Aunt May
 * Felicity Jones as Felicia Hardy/Black Cat
 * Ben Kingsley as Aleskei Stysevich/Rhino
 * Zooey Deschanel as Betty Brant
 * Jason Statham a Dr. Mendel Stromm
 * Michael Massee as Frederick Foswell
 * Olivia Wilde as Captain Jean DeWolffe
 * Channing Tatum as Detective Marty Fernandez
 * Rosemary Harris as Miss Anna Watson
 * Ryan Gosling as Flash Thompson
 * ??? as Rose Dillon (Max's mom)
 * Denis Leary as Captain Stacy (flashbacks)
 * Natalie Portman as Dr. Ashley Kafka
 * Stan Lee as Libririan (cameo)
 * Denis Leary as Captain Stacy (flashbacks)
 * Chris Cooper as Gustav Fiers/The Gentleman (Post Credits 1)

Plot
Peter has not has such as great life; he graduated high school, while he is still a freelance photographer along with being Spider-Man and spending time with Gwen, his love. But things change when a new villain named, Electro, and another one, Lizard, rises. Now Spider-Man knows he must stop them before New York is in great danger. Also, the abundance of villains have come from Oscorp and Peter realizes something new is going on; an alien life form worked by his father and Eddie's that might change his life.

Story
The film begins with 10 months after Peter's senior year in high school. The graduation for Midtown is beginning, having other people like Harry Osborn, Eddie Brock, and Flash Thompson presenting speeches. Gwen sees an empty seat for Peter and calls him asking, "Pete, the graduation is about to begin, so be in a hurry!" He answers by making an excuse that he is in the hospital, but is really free falling, seeming to be chasing the russian gang members and Aleskei Stysevich (man who killed Peter's parents) while he is on a truck, causing a huge rampage. Spidey swings on the truck, having Aleskei Sytsevich hear him. He goes, "Ya know, person? I got'a crawl on ya next." He keeps making jokes, making Aleksei mad. He tries to bump Spider-Man off the truck, but then he gets back up and goes to the rooftop of the truck. He webs the 3 thugs up unto a street light and punches all of them for the cops. It goes to an outcast 'nobody' named, Max Dillon, who is grabbing blueprints to Oscorp (because he is an electrical engineer) but no one seems to be caring for him. He says, "Coming through people, if you don't mind, I have to head to Oscorp now because I'm running late!" Then, it goes to Spider-Man who is going into the trunk filled with Oscorp canisters. He takes all of them, struggling to get them at the same time. He takes one, webbing the rest to a street lamb. Max is about to get hit by a car the russian truck, but Spider-Man webs him toward him. Max then mumbles, "You're... you are the amazing Spider-Man! I can't believe it!!!" Spidey then says, "Calm down, Max. Remember you're my eyes and ears." Max calls himself a nobody, but Spider-Man tells him to be postive and that he is a somebody. Max then starts to get full of himself, while the graduation is still going on when Spider-Man is on the truck. He hallucinates on Captain Stacy in a police car, having a flashback scene of him getting killed. He remembers the promise, so he hurries to the graduation. He punches on Sytsevich's windshield, while Harry is done presenting his long, emotional presentation. Gwen then states, "Hello, my fellow graduates. It's an honor to be standing up here today---" It goes to Spider-Man who is in the seats, kicking Aleksei many times. The truck runs into a huge party bus and Spidey puts the one canister on a building by webbing at it. He saves many lives by putting his palm towards the bus. Gwen continues, "I know we all think we're immortal. We're supposed to feel that way. We're graduating. Like our 4 years in high school, what makes life meaningfull is that it does not last forever. What makes it precious is that it ends... And I know that now more than ever." Spider-Man then embarresses Sytsevich by webbing his pants down and the cops laugh at him.

Peter arrives late at the graduation, having him kiss Gwen in front of stage and Flash, Harry, Aunt May, Eddie, and Felicia reacting. The celebration ends and Mary Jane and Eddie Brock hug, while Peter and Gwen hug. Peter looks at Eddie weirdly because their friendship is over. Aunt May then takes Peter out to dinner with Gwen in Chinatown. They talk but Peter then goes outside for a moment. Gwen goes out there for a minute and says, "Peter are you okay? Remember, we just graduated. And it's summer so what's wrong Peter? Tell me anything." He then explains how he keeps imagining Captain Stacy's promise and hallucinating on him every night, having him haunt him that something might happen to Gwen. She then says, "Peter... I think that is enough... I mean I just want to have fun with you. All you do is worry about the promise. Let it go. Remember; don't make promises you can't keep." Peter cannot stand it so they break up. Gwen eats dinner with Aunt May, telling her they broke up. She looks back in the street; Peter is not there.

Max just got home from working at Oscorp, looking happier than usual. He brushes his teeth, while we (as the audience) see a bunch of Spider-Man posters. He then fantasies about him saying, "Yeah Spider-Man, my bro. Tomorrow's my birthday!" He goes to sleep for the day.

Harry goes into his mansion where his door is ringing. He goes down the lower stairs, opening it, seeing his childhood girlfriend, Lily Hollister, who is a redhead. She says, "Harry, look at you! You've changed A LOT!" They kiss and she asks, "Where's Peter and Eddie?" He explains how Peter and Eddie are mad at each other, but other than that, he is excited. He invites Peter over to his house for lunch. The 3 share their lives, but one moment, Harry sights his father in the house. He says, "Dad is that you?" He heads in a secret goblin chamber, where he sees a bunch of screens and Frederick Foswell. He looks at a goblin suit that is green, has a purple halloween hat, green metal, and green pants. He also sees Mendel Stromm, who is now healed after what Mac Gargan/Scorpion did to him a while back. He goes back to eat lunch with Lily and Peter.

Curt Connors is on his way home after retiring from being Midtown High's valuable science teacher. He looks at a picture of his son, who died at the likes of Herman Schultz a while back and his wife, who passed away. He gets a call from an Oscorp employee, telling Connors that, "Hey, the "OZ" is being shipped to your house, Dr. Connors." He then smiles and looks at his missing arm.

After Peter is done for lunch, he heads by the Bugle to give Jameson his photos. Jonah seems not to be there, so he gives them to Betty who says, "Oh yeah, Peter. Mr. Jameson told me to tell you that he is on a business trip in California. He told you to get an insight look on the shipment of the "Inheritance" life form created by your father in Oscorp." He heads there as Spider-Man and sees guards along with Gwen and other scientists working. Night is coming soon so Oscorp is closed except about 3 dozens of guards are there along with Gwen getting ready to go home to her apartment. Spidey crawls and taps on the vile that contains his father's work and it is black and gooey called, symbiote. He spots Black Cat kicking him. She says, "Hmm, not before I get it!" They accidently alert the guards and both the vigilantes fight back to back by punching all the guards to death. Spider-Man webs them up, realizing the vile dropped. Without noticing, Peter has the symbiote on him, turning into the black suited Spider-Man. He then realizes it, feeling 2x stronger, faster, and agile. He tests its powers by punching an Oscorp guard, having him fly out of it. He feels guilty for killing someone, but Black Cat starts to love it, along with New York citizens when they see him swinging at night. He learns that the suit does not need web shooters so he puts them in store in his pockets and learns he can just unsuit by thinking of unsuiting.

Max wakes up from a long night, where it is almost afternoon. He gets a call from Mendel Stromm that he is late for work at Oscorp. He brings his blueprints he has to presentate about the recently new Oscorp Power Plant in Brooklyn, NY. He brings his blueprints, meeting Stromm, but being confused because there is already about 100 people in the audience center and that the presentations are all done. He gets mad saying, "What the hell do you mean it's done? I worked almost 9 months on this, Stromm!" Dillon becomes a little aggresive, but starts to calm down. He goes out the building after thinking about his outcast life. He sees a lot of billboards of Spider-Man saying, "Why can't I be like him?"

Peter visits his Aunt May once and a while. She hugs him again for graduating, sharing a sort of mother-son moment. They talk about Spider-Man stealing the symbiote from Richard Parker's work. He starts to feel guilty, but he cannot stand it so keeps the symbiote. Later, he walks in Soho, where he sees Gwen and Felicia hanging out. She says, "Hey Peter..." He explains how he wants to be her boyfriend again, so they get back together. Then, Eddie gets a call from Jameson (who is still in his bussiness trip, but called Eddie by phone) that he is back to working at the Bugle. He gets excited, but he tells Brock that he is not a reporter anymore, but again a photographer. He thinks, "Well at least I got my career back."

Oscorp news start ranting over Norman Osborn being alive, having him take over Harry's place as CEO again. Now he is a bussiness man, who is revealed to being working with Frederick Foswell, having them both want Spider-Man dead and both know Peter Parker is Spider-Man because of Richard Parker. Norman tells Dr. Stromm, "You want to know something: my old friend, Richard Parker, couldn't give the damn cure to me. My sickness could have killed me... but I faked my death to trick my son AND Spider-Man. Those two boys are boyscouts. Harry is so ignorant, drunk, and he does not live up to the Osborn name. That's why I created this goblin chamber!" Dr. Curt Connors visits Oscorp with his bag because the OZ is still not being shipped to his home for further trials. He meets Norman, looking at him suspiciously because he thought Osborn was dead. Back to his objective, he gets a sample from the OZ.

Miss Anna Watson, who is MJ's aunt that lives next to Aunt May, hugs her nephew for graduating Midtown High. She packs up her things for a new apartment. Since she has been revealed to work as a magician, she has $1,000, having that enough to pay for a fine apartment. She finds a royal hotel located next to Felicia's penthouse. Meanwhile, Max Dillon has a face that is angry. He gets a call from Norman Osborn (being very mysterious because he thought Osborn was dead) to come back to Oscorp, even though he just got home for the night. He's like, "Oh my god, Norman. I just got home." He learns it is about an electricity problem, so he heads to Oscorp late at night. He heads in the electricity room, seeing tanks of electric eels. He is like, "Wow..." He climbs up a ladder to implant the power again, but it starts to slowly shock him, having him fall through 5 tanks. He falls in a blue electric bowl of eels and gets electrified to death. The tank breaks and the Oscorp Security says, "Go get his body into the NYPD morgue, NOW!"

Lily Hollister meets Felicia, Gwen, and Mary Jane, hanging out along with Peter and Harry. They head to the movies in Times Square.

Curt takes his OZ serum home for the day. He looks at his arm, having flashbacks of the scene of him losing his arm after the Vietnam war. He looks at a picture of his son and wife, starting to feel emotional. He goes into his lab in the underground below his house. It looks really dirty. Then, Connors takes the serum into his arm, screaming a little, falling asleep. 2 hours later, he wakes up in the afternoon, seeing his arm back, but all fat and green. He gets insane, getting a call, but then gets a little green. His face turns green, along with him growing a green tail. He slowly becomes the Lizard, so he breaks out of his house, seeing Manhattan from the distance. Peter then is finished with the movies with Harry, Felicia, Lily, Gwen, and Mary Jane. They walk their seperate ways, but Peter senses Lizard. He seems to be causing a ransack. DeWolffe and her officers like Detective Marty Fernandez shoot at Lizard. He flips over a car, but Spider-Man comes in. He fights Lizard by webbing his face up, going under him, and kicking him. Lizard waps his tail at Spider-Man along with 3 other civilans. Eddie is on a rooftop of a huge building, take pictures of Lizard punching Spider-Man hard to a pole. Lizard flip over a truck with his tail, having it charging at DeWolffe, but Spider-Man struggles to web it up and lift it up. He throws it back at Lizard. Spidey then punches Lizard, but he grabs Spider-Man, then throws him up a building. Lizard then claims, "I... can't! I cannnot take it anymore, Peter." People nearly knew Spider-Man's name is Peter, but does not and then Peter notices it is Dr. Connors's alter ego. Spider-Man talks to DeWolffe about how dangerous this creature is, then she tells him, "Spidey, I like your new suit."

Peter comes to his apartment at night, looking angry because of the rise of Lizard. He wonders all night how Connors turned into this creature. He remembers a flashback scene where Connors constantly told him about regenerating his arm. Later the next night, Max Dillon horrorly wakes up in the NYPD morgue. He walks off the seat he was being held at. He looks all blue and bold-headed. His blue electric body is all dry, so every time he takes a step, he breaks at least 5 inches of the dry electricity. An irresistable chainsaw comes in his way, but he learns he is able to manipulate electricity, so he electrifies it himself. Foswell is eating dinner with Norman, seeing the security camera, saying, "A new villain, eh? This just keeps getting better and better." Max walks out the building of the morgue. While he struggles to move his legs as he is walking, Peter and Gwen are talking on the rooftop nearby Times Square. He shares a kiss with her, them getting closer than ever. She talks how she has signed up for a scholarship in Yelm University in England. He encourages her to follow her dreams, but at the same time, wants her to stay to spend time with him. Max then finds a black hoodie to cover his nudeness and some jeans found on the streets so people can stop being suspicious and mysterious about him. He pretends he is just a normal citizen exploring Times Square, but he then senses this energy power. He opens the gate and sucks in all the energy in order to stay alive. He keeps doing that, then civilians start to get afraid, having it show the scene of Felicia's electricity coming out, Daily Bugle, Oscorp, Mary Jane's, and more. Peter and Gwen see the lights in Times Square slowly get out. While DeWolffe is in her office in the NYPD, Fernandez reminds her of the power outage. She rushes to Times Square, being lucky because the NYPD building is only 2 blocks away from Times Square. She sees Max sucking in energy telling him that he is under arrest. He looks up to her, having a lot of cops round up on him. He tells them to stop and that he does not know he did this, but they shoot at him and he shocks every bullet he sees. He gets outraged, killing all the cops and having a lot of cars flow in the air. Spider-Man comes in and saves a cop from getting hit by a flying NYPD truck by lifting it up. He goes onto the middle of Times Square, saying to Max, "Hey Sparkles! What ya doin'?" They start talking about how he does not remember Max, the 'Spider-Man Idol' of Max's, and he starts to make jokes, making Dillon a little mad. Spidey wants to talk to him, but these cops shoot at him again, having him shock them to death! He starts to get aggresive, revealing that Spidey lied to him about being his 'eyes and ears out there'. He electrifies Spidey, throwing him to a district light. He makes all the buildings fall, Spider-Man webs the citizens who are falling towards Max. He saves them but his web shooters run out of webs and is fried. He jumps at Max, kicking him, but gets shocked. Max then says, "Electro!" He dons himself Electro, having him destroy most of Times Square. Spidey punches him, but gets fried immediatly. He throws Electro into a water pipe and splashes water on him. Electro hovers away with his electricity, having Spidey sees Gwen. She asks if he is okay and he says he is, but his hands are a little fried up. Cops start coming in to take the dead cops into treatment and CPR. Meanwhile, Max is in the skies, but a SWAT member ordered by Ravencroft, comes in to shoot him. They put him in a Ravencroft van, bringing him there.

After becoming the Lizard, Curt Connors is down in his underground sewer lair where he is thinking about a monster he has become AND how Norman Osborn is still alive. He looks at the Daily Bugle headline by Eddie Brock (who has seemed to become a reporter again), "Electricity Alamanza!" He notices the face of Max Dillon and claims, "This could probably help... if I want to be cured, I need a sample of Peter's blood. Maybe Electro will do the answer. I have to find him!" We sees a green tail growing from Connors and the screen then fades into black.

Foswell gets access into the Osborn mansion. Harry asks him who he is, but Frederick is completely silent. Norman is ready to take the super soldier serum and the spider venom (compound created by Richard Parker) mixed together. Stromm asks, "Remember what happened to Banner?" Norman tells him to just take the serum into him. He is sitting in the goblin chamber door filled with green. He starts moaning, having Dr. Stromm and Foswell get angry. Foswell says, "This keeps getting better! Rise my goblin! RISE!!!" Norman grows way bigger muscles and everything including his face turns green. He gets his goblin suit, doning himself the Green Goblin. He gets his dangerous gliders with claws, having Frederick and Stromm becoming insane because they've never seen anything like that except the scorpion incident with Mac Gargan. Norman loses his mind, killing Stromm by throwing pumpkin bombs at him. He tells Foswell, "(laughs evily) He meant to be destroyed anyways!" He flies out of his mansion, seeing Harry. Harry then throws a glass of beer at his own father. He is revealed to be drinking because he cannot take his life problems anymore. Norman nearly kills his son with his arm razors, but Spidey webs his arm and swings to his glider. They start fighting, while Spider-Man tells Harry to get to safety. He goes under Green Goblin's glider, but that does not help at all until Goblin throws him to a wall. He nearly impales Spider-Man, but he jumps up and goes on Norman. He claims, "Come on, Gobby! You can do better." Spidey's symbiote then gets angry, so he gets on hard kick on Osborn. He goes flying out of his mansion, nearly dying from a great height, but just in time, he calls in his glider. Spider-Man chases him through the city, heading through many buildings. Green Goblin is able to get him, shoving his head towards many buildings. He gets angry, forcing him to stop by holding his palms, then webbing it up, and shoves Goblin's head to the walls instead. He kicks him off his own glider, having Spidey web him, but Norman breaks out of it. He flies away laughing, having Spidey really angry.

Lily walks out of her apartment, seeing Harry on a ghetto balcony of a house in Harlem. She asks, "Harry, Harry wake up!" He has a bloody face, his veins are a little green, and he wakes up. He explains to her how his father is the Green Goblin. He explains he needs to fly into Europe for medication. He decides to buy a ticket to fly there without telling his father of course and spending his graduation money from his mansion maid. He kisses Lily goodbye. While he is heading to the airport, he sees Gwen and Peter talking out of the airport. Peter sees Harry, but it seems Harry's corruption made him push Pete down. He heads to his flight to Europe. Harry then looks at Peter before he leaves saying, "I will be back, Peter. Sorry for doing that. I'm infected." Pete then tries to get into the airport, but these harsh guards push him. He punches them because of his symbiote's anger. He tells Gwen he has to go to the Daily Bugle because Betty is calling him down for what Jameson told him to do while Jameson himself is on his vacation. Pete encounters Eddie. Eddie then says, "Peter, you fraud. Not in a million years I'm talking to you. What I'm guessing; you lost Harry too?" They get in a mental fight, but Betty breaks him down. After Peter is done giving pictures to Betty, he heads to the NYPD. DeWolffe is talking on the phone in her office asking, "Mr. Parker, why are you not in school?" Peter says, "I already graduated high school about a week ago, m'am. Anyways, I have something to say. You know how this Lizard dude is attacking! I just found out he wants a sample of Spidey's blood. What are you gonna do about that?" Jean replies, "Parker, you think I have time for that. I would but look at these situations right now; there is an electric maniupulative guy named Electro, along with this Green Goblin dude, this Lizard creature as you're talking about, and I really don't have time because I need to stop the break out in---" Peter then says, "Break out? What break out?" She says about Aleksei Sytsevich breaking out of prison and somehow received a rhino suit of armor from Oscorp. He runs straight to the alleyway behind NYPD building to suit up as the Spider-Man.

It shows a flashback scene 30 minutes ago where how Sytsevich even broke out of prison. It seems Frederick Foswell had access into the prison, breaking Aleksei out and they secretly headed out to go to Oscorp. And he wants Aleskei because him and Norman have been discussing over the villains Spider-Man fought and Aleksei is one of the many men they have in plan. In Oscorp, Foswell gives Aleksei his silver russian rhino armor that they had in the foreign government (but was shipped to Oscorp). The screen then shows Rhino running into a lot of cars with his horn. He claims, "Where is Spider-Man?!?!?!!" DeWolffe and her officers set a limit sign because this is the most dangerous villain they have ever encountered ever! Spidey makes him frustrated by making fun of him. He gets a microphone from the cops. Rhino is about to go at Spider-Man, but he grabs a manhole and swings it at Sytsevich's armor. About over 10 russians grab their assault guns given from Rhino and they have a vicious deadlock with the cops. Rhino throws a dead russian at Spider-Man, but he dodges, throwing the person back at Rhino. He throws Spider-Man, but he gets back up, webs to Rhino, seeing his armor go down a little bit. A huge explosion is created, then Rhino throws two trucks at Spidey. He seemed to have died by Sytsevich, but it is revealed he struggles to pick up all of them, later throwing them both at Rhino. Aleksei's armor is broken down and DeWolffe sends him to jail.

Peter visits NYPD again to look at the files of Aleksei Sytsevich. One file is named, "The Parker Plane Murder". This leads Peter into thinking that this man has something to do of the plane crash his parents died in. He goes back to his apartment, where he thinks about a lot of things in his mind; the new villains like Electro, Lizard, and Green Goblin, Harry moving to Europe for a while until college starts, and especially how the black suit is changing his attitude. He decides to go somewhere quiet for the night, seeing a nearby Bell Church near his apartment buildings. He heads out there, remembering that the symbiote's weakness is loud sound waves, having a flashback of how Electro's electricity sound affected his black suit. He struggles, hitting the bell until it latches off of him. Eddie then is praying in the church for Spider-Man and Peter Parker to leave him alone because he blames Peter for how hard his life is. Then, Eddie hears a mourning coming from above him. He goes out of the sanctuary, seeing Spider-Man take off his suit. He decides to take pictures, but he realizes he might be in trouble, so he goes out of the building. The symbiote is completely out of Peter's mind and body, having it beg to find another host to take over...

In Ravencroft Institute, Frederick Foswell grabs his gun out of his pockets, shooting every guard he gets past by. Meanwhile in another level in Ravencroft, Connors is sneaking in without anyone realizing. He is on a ventalation shaft, seeing Electro being hung up on a electricity chair being tested on by Dr. Ashley Kafka, who is going crazier than she has ever been in her life; "I've never seen anything like this. Tell me, Max. What happened out there?" He explains how Spider-Man was supposed to be his best friend, but Kafka explains how why would Spidey hurt him even though he was a friend. Kafka goes out a little bit, while a mysterious voice (secretly Frederick Foswell says), "Max, I need to tell you---" Max says, "What the hell do you want?" Foswell continues to say; "I need to tell you that Spider-Man is not your best friend. Would a 'best friend' try to even hurt you? Would he make jokes while you're confused? Will he try to offend you? Max... you need to understand he hurt you! We, as a team, need to destroy him. You remember those villains? We all want to destroy him!!" Max turns evil and Connors reaches Max and says, "Max, I need to break you out. I need your help." Electro goes on about how he knows if he can trust Connors or not. Connors says, "I need you! Max, I need you! Please let me get you!" While that, he puts a beam unto Electro, he teleports out of his electricity chair and kills the guards holding Connors. Connors explains how they need to work together to get Spider-Man's blood. Frederick Foswell then laughs saying to himself, "It's like a dream come true..." Dr. Kafka comes in the room, shooting at Electro with a water gun, but he lifts her up with his electricity, putting her on the electric chair, horrorly torturing and killing her.

Later, Gwen is walking in the streets, having her journals and her life work because he is doing an interview for Yelm University in England, but the viewing takes place in Manhattan. He says Gwen in her face that she should stay in New York to go to ESU with him, but she refuses because Yelm is her dream college. She goes into the interview room. Peter tells her to wait, but he knows he must accept her to follow her dreams. Peter visits Aunt May, where he asks about the plane crash caused by Aleksei Sytsevich that killed his parents. She starts to get tired of Peter being so interested of his parents' mystery. Aunt May and him then share a moment where she says, "You're like a son to me, Peter." She tells him she has to go work with the nursing. Peter goes to Oscorp, where he sees a video tape of why Richard Parker REALLY ran away. He learns his father ran away from Norman Osborn because he wanted to weaponize Richard's research AND get a cure from it. As Peter is focusing on this, he sees the symbiote back in the vile it was in. He becomes questionable, while Eddie is there, looking rudely at Peter, taking pictures of the black material being back where it was!

Pete goes back to his apartment where he is thinking why Norman would want to weaponize his father's research. He thinks of the villains he fought and that might have something to do with like Doctor Octopus, Green Goblin, Scorpion, Vulture, Electro, Rhino, Shocker, or even Dr. Connors aka Lizard. He starts to then experience a huge sound wave of spider senses coming his way. Electricity is about to hit him, but he jumps up and it is Electro attacking his apartment. He tells Peter, "You were supposed to be my best friend!" Peter gets his web shooters and swings out of his apartment thinking, "How does he know I'm Spider-Man and how does he know where I live?" Peter quickly goes into his apartment to suit up quickly as Spider-Man. Electro breaks down his small apartment and Spider-Man swings out, shooting web balls at Max. He lures Max in by making jokes, while he swings to Central Park at night. Now the real fight starts; Spidey continues to shoot web at Electro, affecting him by making his face fried up. He dodges Electro's electricity attacks, as hitting nearby buildings next to the park. Spider-Man jumps up as Electro tries to shoot at him, lands a punch on him, while Electro turns into all electricity. Starting to transport everywhere. He comes out of this electric underground beamer and successfully shocks Spider-Man. But he gets up, jumps and Electro shocks him in the air while Spider-Man is groaning. As he is electrifying Spidey, Spider-Man (with his new web shooters he created but not shown during the movie) webs down at Electro's neck, but electricity starts to go through the 2 web lines. He gets hurt and each time Spider-Man struggles, he gets closer to Electro. They become close, but Spidey then throws one hard punch at Electro and he goes flying, but then disappears. Electro starts to get raged, shooting electricity out of control (over 10 shots a second)! Spider-Man is doding everything as he webs up and gives a good kick to the face on Max. He goes down, Spider-Man picks him up, punches him 3 times, and uppercuts him, but each punch is also having the electricity hurt Spidey at a high harmful rate. He looks at a water pipe, deciding to rap it around Electro, having web lines support it too. He says, "Sparky, you know how much electricity cost? You're basically like wasting my bill money, man!" Electro attempts to get up, but Spider-Man kicks him and says, "Stay down, Sparky. You ain't goin' nowhere, dawg." Lizard then comes in, wapping his tail at Spidey. He grabs his tail, throws him, but not that far. Connors then says, "Peter, I need you, too! You are one of two of my chances I have of actually having a life with an arm! I need your blood!" Spider-Man explains how that will be too risky, considering what happened to Mac Gargan back then. Lizard then becomes angry, betraying Peter. Lizard tries to get Electro out to threaten Spider-Man that if he gets Electro out of the pipe, he will command Max to kill Spidey to retrieve the blood sample of Peter's DNA. Spider-Man constantly tells Connors it is too dangerous. Spider-Man then jumps up on a tree, having to web up the tree, pulling Lizard into it. Lizard tries to scratch the Web Head, but Spidey webs him up, crawling around him, and webbing him up. He eventually breaks out of the webs, having Spider-Man and him take the fight to a nearby building near Central Park. It seems to be a public library, where there is a libririan there listening to music while Spider-Man and Lizard are fighting (the libririan does not know); Lizard crashes Spider-Man into a pile of books, he throws a chair at Spider-Man, but he webs it, and throws it back, while he goes on Connors and punches him many times. When the libririan leaves, Spidey then is thrown. Connors already ran away. Peter then decides to swing back to Central Park to see if Electro is still there; he sees Electro gone! All he sees is an innocent woman getting shocked to death with a note on her stomach saying, "Meet us at the Oscorp Power Plant out of Manhattan! From ELECTRO and LIZARD."

Foswell is with Norman, where they talk about Electro and Lizard. They call them both in. 2 hours later, they come in when Electro says, "Let's go catch the spider." While that, Lizard agrees too but he would never do that as Dr. Connors, it's just that the lizard ego controls him. In another problem and another place, Peter also starts to think about Norman Osborn, since he is a huge part of Richard Parker's life, and Green Goblin. He goes by is first guest of who Green Goblin is; Norman Osborn because the day they were fighting, he saw Green Goblin come in the Osborn mansion and he knows it is not Harry because he will not do such a thing and he was right there when Goblin and Spidey were fighting. He calls Eddie later to see how he is to apologize to him if he is still mad at Pete. Eddie then starts to yell on the phone, saying, "Peter, all you did was make me mad and make my life miserable! You AND Spider-Man both..." Peter then says in his mind, "What have I done?" Meanwhile, Eddie was revealed to be talking to Peter at Oscorp, but he is all black! He has white eyes, looks like black suit Spider-Man, but fatter and buffer, and a very bloody and slobbery tounge. Eddie is then constantly mumbling "Venom"! It is revealed the symbiote broke out of the vile again and bonded with Eddie because of the anger. It starts telling him about Peter being Spider-Man.

Peter then heads to Dr. Connors's house, finding a secret basement. Peter then suprisingly sees Connors just standing next to his computer. He then asks, "Peter, this might be out of mind, but please give me your blood sample." They start arguing over how Peter's spider blood sample is dangerous, then he tells Connors, "Mr. Connors, I'm--- I'm--- telling you it is too risky. Remember what happened to Mac Gargan? It could be an affect for heridtary. You could lose something else too." Connors then says, "I ALREADY LOST MY WIFE AND KID! AND MY ARM!" He then traps Spidey in a bed and chains him there, getting a injector. He injects Peter's blood into the injector and the spider and Peter's human DNA goes into the injector. Connors then laughs evilly, changing evil slowly. Peter then begins to faint, losing all his powers; super strength, spider sense, and wall crawling. His powers get drained. He wakes up in near the trees nearby Connors's standalone house. He sees Lizard bigger (about 12 feet and last time, Lizard was only 7 feet) and he straps his neck around his tail and runs to the Oscorp Power Plant about 5 blocks away from Connors's house.

The screen is all black, having Peter wake up in the Oscorp Power Plant. He does not have his suit, but he has his web shooters. Since he does not have his powers, he struggles to go back near Connors's house to get his backpack and suit up quickly. That is successful and there is a traffic in the freeway. Gwen gets out of the yellow taxi cab she was in and eveyone starts to look at the webs on the George Washington Bridge that says, "I Love You". Spider-Man then takes Gwen to the bridge and they talk about how he should be fighting Electro and Lizard. He tells her how he will go to England for college with her and they share a kiss. Spider-Man then witnesses a power outage in New York, seeing Max say, "More Power!", while he is sucking all the energy of the fields. Gwen agrees to help him and Peter has extra web shooters including electric battery proof materials. He swings to Oscorp Power Plant, but on his way, he sees Jean DeWolffe and about 10 other officers infected by Connors. They turn green and strong, but Peter and Gwen then resolve a plan for the big final battle; so Gwen goes to the control room in Oscorp Power Plant without being sighted by Max, Spider-Man sucks all the electricity in his body (it can't hurt because he has electric battery proof materials in his web shooters), she releases the switch while Peter attempts to trap Electro, and hopefully he doesn't die. Also, with Lizard, Black Cat meets up with Spidey privately and says she will deal with the infected cops herself.

Final battle starts, having Spider-Man distract Max by calling him names and making fun of him. Max is lured in and Gwen enters the electricity control room. Spider-Man dodges the electricity, tackling into Max, but hurts because his spider resistance powers are also gone because ALL his abilities and strength are gone. Lizard sees Spider-Man and Electro punching each other, so he comes in to hurt Spider-Man, but Black Cat grapples onto Lizard, swinging him in a circle. Felicia then claims, "You're a big fella! Come on Lizard!" She dodges his attacks by going under him and jumping over him. The infected cops come over, while Spider-Man jumps up in the air, kicks Electro, but gets hurt. Frederick Foswell is standing behind Gwen in the electricity room, having Gwen be shocked and scared, but he disappears. When Electro is down from Spider-Man's hard punches and kicks, Foswell brings him a power beam to put on his forehead. It determines when it is red, it means Max is going out of control, yellow is when he is starting to control a lot of energy, and green is when he is controlling a fair amount of energy. Spider-Man sees Foswell run away, but he also imagines Captain Stacy standing next to a car and recalls the promise he made. The hallucination of George Stacy is put out by Electro's electricity shock. It goes to the fight with Black Cat and Lizard along with the infected cops. She uses a smoke bomb, pulling DeWolffe over to her, and kicks her up in the air. She starts thinking about how Electro's energy can knock these infected out. She swings to the Oscorp Power Plant, luring the monsters in. Then, Spidey is getting hurt because Electro is teleporting from place to place creating an electric beat. He becomes a huge electric figure and a huge explosion goes, but none of the electric structure dies except some of the island is broken down. Spider-Man sees Lizard, webbing him up, having Electro accidently shoot at Connors. He does not get affected because he is a strong cross species. Then, Lizard grabs Spidey, throws him at Electro. Max then chokes him, as he is hovering above the ground. He starts to groan and he kicks Max, webs at him, throwing him a fair distance. He goes at Max, creates these web lines for defending himself, but Lizard slowly breaks it with his sharp green nails. Spider-Man then sucks in all the energy, recovering from his wounds and gets back his strength, spider sense, and wall crawling. He picks up a 10 ton pillar and throws it at Connors. Electro accidently shoots at Connors, while he is stuck in Spider-Man's web, which is filled with H20, gas, fire, and strong electricity. Peter yells, "GWEN NOW!!!!" Gwen hits the button, then Electro's chest blows up, only having the electric power beam on the floor. Then, Lizard is back to normal along with DeWolffe and her officers because of the huge, epic explosion. Peter then is sitting on the ground, being guilty for killing Max. Gwen comes out and Black Cat and Spider-Man start cheering, but at the same time, killing Electro was not such a good idea to him. Connors then thanks Peter, along with the 'perfectly fine' cops, but Dr. Connors is taken into court for what he has done.

Felicia hugs Spider-Man, but when she leaves and he turns back to see Gwen, Gwen is not there... he gets a call from Gwen on his phone and says, "Hello, Gwen, did you ditch me or something, Gwen? Hello Gwen?" He hears this dead silence, but then 10 seconds later, he hears evil laughing, similar to Green Goblin's laugh. Norman then says, "I am Norman Osborn aka the Green Goblin! Peter-- ya--- you know what---? Many people died in your life; your Uncle Ben... Gwen's father... Electro... I mean Gwen--- is--- is Gwen next I don't know." Peter then says, "Gobby, I know what you want from me; you want to get rid of me and that rhino dude already killed my parents on the plane. It's not worth it. Whatever your problem is, leave Gwen the hell out of it." Green Goblin hangs up and Peter sees a disturbance at George Washington Bridge. Spidey swings there, seeing NOTHING there, not even vehicles on the bridge! He hears something strange and he sense Goblin about to impale him. He jumps up and sees Gwen on Norman's hands. Spider-Man then takes Gwen, webbing her to the bridge for no harm, then Gwen wakes up saying, "Com'on Peter!" Green Goblin jumps off his glider, then Spider-Man says, "If you want Gwen, you have to go through me and send yourself to hell, bastard!" They both go at each other, Spider-Man makes a web shield, and Green Goblin breaks it. Spider-Man is punches him many times, having Green Goblin knife Spidey. Green Goblin attempts to get to Gwen, he grabs her, but Spider-Man swing kicks him and he falls down, but gets back on his glider. He puts green smoke around Peter, having Spidey grow unconscious and he wakes up seeing Goblin holding Gwen saying, "Do you love her?" He drops Gwen and Spider-Man jumps down the bridge to save Gwen; he webs her, lands on a pole, but hears her neck cracking while the web attached to her, then he jumps down th 30 feet he was above and sees if Gwen is safe. She seems to be dead and Peter says, "Gwen--- (sobs) Gwen you cannot die. Gwen please don't do this to me. Your father (cries)--- Gwen NO! Gwen... (breathes)." He then continues to mourn over her death, but his face turns aggresive, swinging to Green Goblin's glider. He tackles Green Goblin, starts to beat the living mess out of him by punching him over 10 times. He threatens to kill someone for the first time, but he knows he has to hold back. He then says, "You--- you took the person I love! You're the reason, you living bitch of a bastard!" Spidey then feels like if he has the symbiote again, but he does not really. Green Goblin sends in his glider, nearly impaling Spidey, but he senses it, jumping up and green Goblin instead kills himself. Spider-Man then feels bad again for killing both Max Dillon and Norman Osborn.

The next day, Aunt May brings Peter to Gwen's funeral and Harry is back from Europe, crying because of Norman Osborn's death. He tells Pete, "Nice to meet you again, Peter--- my father might have been against me my whole life, but he is my dad (sobs)." Peter and Gwen hug, also having Flash Thompson, Mary Jane, and Felicia Hardy at Gwen's funeral. Eddie is on a tree, looking at Gwen's death and smiles saying, "Now you feel how I do huh, Spider-Man", in his mind. Everyone begins to leave the funeral 1 hour later and Peter just stands still. He visits her grave everyday for 5 months; July, August, September, October, and November." When it is Thanksgiving, Aunt May asks him what he is thankful and he is just silent. He recalls the promise words from Captain Stacy to him. He goes upstairs, leaving Aunt May to feel bad for him. Peter replays Gwen's graduation speech (which she gave him in the early course of the movie) and she says on it, "It's easy to feel hopeful on a beautiful day like today. But there will be dark days ahead of us... there will be days where we feel all alone. And that is when hope is needed. No matter--- how dark it gets--- how darkened you feel, you must promise me you will hold on to hope. Make it your life. Because even when you fail, what better way is there to live. Hope is your destiny." Peter looks at his Spider-Man suit and the screen fades black.

Post Credits 1: A man dressed in a black suit and white tie, with a black fedora, having to be an old man, named, Gustav Fiers, gets access into the national security codes at Ravencroft with the help of his Oscorp assistants. He is revealed to be related to Oscorp, Frederick Foswell, and Richard Parker somehow. He meets with Foswell, where they tell Sytsevich, "Hey you, we're breaking you out." He asks, "What makes you think I can trust you?" Fiers looks pale for a second then tells Aleksei, "I am Gustav Fiers, a friend of Frederick Foswell and an old partner of Richard Parker. And you need to listen to me; we need a team. And you're one of your many members, friend." Sytsevich smiles and says, "When do we start?"

Post Credits 2: Eddie is in his apartment saying, "Well, well Peter Parker." He crushes the picture and talks to the symbiote how they will destroy Spider-Man. Eddie dons himself Venom and says, "We will have vengeance on Spider-Man!"

Sequel
The sequel to this film is the spin-off movies, Sinister Six which is coming out August 26th. And also, the sequel will be The Amazing Spider-Man 4. The villains in that movie will be Venom and Carnage.