The Amazing Spider-ManSave

Queens, late 1990s. A small house on a Forest Hills cul-de-sac. Four-year-old Peter Parker is playing hide-and-seek with his father Richard. He hides behind the curtain in the home office. He emerges to find the office ransacked — drawers pulled open, papers scattered, his father's safe pried apart. Richard Parker (Campbell Scott), a geneticist, has been targeted by someone. He grabs his son and runs. He drops Peter off at the Forest Hills home of his brother Ben Parker (Martin Sheen) and Ben's wife May (Sally Field) for safekeeping. Richard and his wife Mary kiss four-year-old Peter goodbye and disappear into a black sedan. Twelve hours later, their flight crashes into the Pacific Ocean during a corporate-jet weather emergency. Peter Parker is orphaned at age four.

Present day. Peter (Andrew Garfield, twenty-eight playing seventeen, taller and lankier than Tobey Maguire) is a senior at Midtown Science High School in Queens. He skateboards to school. He carries a 35mm film camera around his neck. He has a crush on his classmate Gwen Stacy (Emma Stone, blonde, brilliant, the senior class valedictorian). He has been bullied by Flash Thompson for years. He has been living with Aunt May and Uncle Ben since the crash. He's also been quietly trying to investigate his father's death — convinced that his parents didn't die accidentally, and that whoever ransacked his father's home office has been involved.

He finds a clue. Uncle Ben, cleaning out the basement, hands Peter a damaged leather briefcase his father had left in storage years earlier. Inside, Peter finds Richard's old research papers, lab notebooks, and a photograph of Richard with his research partner Dr. Curt Connors (Rhys Ifans). The notebooks reference a then-classified project called Decay Rate Algorithm — a genetic recombination system intended to allow cross-species DNA transfer. Connors is now a senior researcher at Oscorp Industries' New York campus, the same company that had recruited Richard Parker. Peter, in seven days of internet research, has decided that Curt Connors is his only living link to his father's research.

Oscorp Tower. Peter borrows a stolen security badge from an Oscorp intern and infiltrates the tower at a media-day visiting-students event, posing as a high-school participant. Inside Oscorp's restricted bio-engineering laboratory, he wanders past a glass enclosure containing fifteen experimental cross-species spiders. The genetics-floor security has not been told about the visiting-students event. Peter touches a glass terrarium. One of the genetically-engineered Oscorp spiders — a hybrid arachnid with self-replicating venom — drops onto the back of his neck and bites him through his collar. Peter doesn't notice for two hours. Then on the subway ride home that afternoon, his body starts changing — his fingertips stick to anything he touches, his vision sharpens, he can sense incoming projectiles before they arrive. He inadvertently destroys a subway car in panic, accidentally rips a passenger's shirt apart, and runs out at the next stop in shock. The spider bite has activated.

Peter's powers develop over the next week. Wall-crawling, superhuman strength, accelerated metabolism. He starts breaking things by accident. He builds prototype web-shooter mechanisms from Oscorp-stolen polymer cartridges (the web fluid in this version is artificial, not organic from his wrists like in the Raimi films). He develops a hand-gesture trigger pattern to spray webbing from a wrist-mounted device. He is fifteen years old and figuring out his powers alone.

Uncle Ben. Peter, with his newfound abilities, has been arrogant. He's been getting in trouble at school — being late, mouthy with Ben, dismissive of Aunt May. One night, after Peter blows off a planned dinner with Ben to go to the public library to track down Curt Connors, Ben drives around Queens looking for him. At a convenience store, Ben stops to grab milk. Peter, in the same store hours earlier, had refused to intervene when a small-time robber pulled a gun on the store clerk over a $2 transaction dispute — Peter walked away with a magazine, indignant that the clerk had short-changed him over a candy bar. The robber walks out with the cash. The robber is on the run with a stolen pistol when he runs into Ben Parker on the sidewalk. He demands Ben's car keys. Ben refuses. He shoots Ben in the chest. Ben dies on the sidewalk.

Peter, grieving and crushed by survivor's guilt, decides to hunt down his uncle's killer. He doesn't know the killer's face but he knows the man is one of the dozen muggers who roam Queens at night. He decides to do this as a masked vigilante — partly to keep his powers secret from his aunt, partly because he's too young to take revenge legally. He builds a Spider-Man costume from a wrestling-uniform supply store online, with handmade red-and-blue spandex and a homemade eye-lens mask. He patrols Queens for six weeks, breaking up street crimes and beating up petty muggers, looking for the man with Ben's stolen pistol.

Curt Connors at Oscorp. Meanwhile, Peter has been mentoring with Dr. Curt Connors at Oscorp's research wing. Connors, age 52, is a brilliant geneticist who was working with Peter's father Richard on the Decay Rate Algorithm — using lizard DNA's regenerative properties to allow human limb regrowth. Connors has been missing his right arm since a fishing accident in his twenties. He's been trying to apply Richard's algorithm to his own missing arm. Connors's experiments have been deeply unethical — he's been testing on lab rats and the test subjects have been mutating into uncontrolled lizard-rat hybrids. Then his pharmaceutical-corporate funder, Dr. Rajit Ratha, tells Connors the lab is being shut down for ethics violations and Connors's tenure at Oscorp will be terminated within the week. Connors, desperate, injects himself with the experimental lizard-DNA serum in his own laboratory.

Connors becomes the Lizard. The serum works — Connors's right arm regenerates within an hour. But the serum doesn't stop at the missing limb. His body continues to transform. His scales grow. His teeth elongate into fangs. His spine extends into a thick reptilian tail. He becomes a fifteen-foot-tall, intelligent humanoid lizard with a six-foot tail. The Lizard. He smashes his way out of the Oscorp tower and disappears into the Hudson River sewers.

Spider-Man encounters the Lizard. Peter — now an experienced vigilante with a working Spider-Man costume — tracks the Lizard to the sewer beneath Williamsburg. They fight in the storm tunnels for the first time. The Lizard escapes by tearing his way through a sewer wall and surfacing on the Williamsburg Bridge. Peter follows him onto the bridge where the Lizard is throwing cars off the suspension cables. Spider-Man saves a falling Mercedes containing a screaming child. The child's name is Jack. He goes through three pairs of glasses in the rescue. Spider-Man, in homemade mask, hands the unmasked child his own goggles. The child is grateful. Captain George Stacy (Denis Leary), Gwen's father and head of the NYPD's masked-vigilante task force, sees Spider-Man on the bridge cameras and labels him a public enemy.

Lizard's plan. Connors-as-Lizard has been hiding in the Oscorp sewers. His mutated cells have stabilized enough that he can transform between human and Lizard form at will. He has decided that humanity's weakness is the human race's fundamental design flaw — that humans should be evolved into a stronger reptilian form universally. He has been working on an aerosol Lizard-mutagen designed to be dispersed from Oscorp Tower's HVAC system into the upper atmosphere over Manhattan. The aerosol will fall on every human in Manhattan and trigger Lizard-mutation in every adult body within forty-eight hours. Manhattan will become a Lizard kingdom.

Gwen, Peter, and the antidote. Gwen Stacy has been Connors's lab assistant at Oscorp. She has access to the lab's research files. She and Peter realize the Lizard plan is in motion. Gwen, with her chemistry training, synthesizes an antidote — a counter-serum that will neutralize the Lizard mutagen and reverse the transformation in Connors. She mixes the antidote in Oscorp's labs. Peter, meanwhile, fights his way up Oscorp Tower to the rooftop antenna where the aerosol-dispersal mechanism is being prepared.

Final battle. Spider-Man, in his definitive red-and-blue Spider-Man costume (which his father's old colleague had stashed for him at the Oscorp tower), engages the Lizard on the rooftop. Captain Stacy arrives to support Peter. The Lizard has Spider-Man pinned at one point and is about to bite his head off. Captain Stacy shoots the Lizard with high-caliber rounds. The Lizard, distracted, drops Peter and impales Captain Stacy with a tail-spike. Captain Stacy falls to the deck dying. Peter, in close-quarters, throws the antidote canister into the Lizard's open mouth. The antidote converts mid-air into an airborne gas that Connors inhales. He transforms back into human form. Connors collapses on the rooftop deck, bleeding human, traumatized but redeemed.

Captain Stacy's death. Stacy, dying on the rooftop, holds Peter's hand. He has known for ten minutes that Peter is Spider-Man (since Peter took his mask off mid-fight to apply the antidote). Stacy asks him a single dying favor. "Peter. Listen to me. Promise me you'll stay away from Gwen. I can't lose her. The people you love — your enemies will find them." Peter nods. He promises. Captain Stacy dies on the rooftop with his head in Peter's lap.

The promise. Peter, at George Stacy's funeral at Forest Hills Cemetery, watches Gwen mourn her father. He doesn't speak to her. He doesn't approach her. He has decided to honor his promise to her father by ending his relationship with her. Three months pass. Peter is at school and sees Gwen across the cafeteria. She has been crying. She has been waiting for him to come back to her. Peter walks toward her and stops at her table. He sits down. "Gwen. About what your father asked me. I can't keep that promise." She looks up. "Good. I was hoping you'd say that." She kisses him. The film closes on the two of them in the high-school cafeteria, the future of the Garfield era set up. Spider-Man's tagline closes the film: "That's the thing about promises. You can't always keep them. But you'd be amazed at how powerful they can be." Cut to credits.