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The film starts with nerdy Peter Parker chasing the school bus, which refuses to stop for him.  Mary-Jane Watson (the hot hottie Kirsten Dunst) is the only one asking the driver to stop.  Once Parker is on board he is pelted with trash and paper, just for being a nerd.  We find out the class is on their way to a science museum of some sort, and that Mary-Jane is dating some guy named Flash, clearly a jock.  When the class gets to the museum, Harry Osborn and his father Norman show up in a fancy car, and Harry wants to get dropped off around the corner, as not to show off his wealth.  We find out he's been expelled from a number of public schools, and his father is a bit ashamed of him.  Harry gets out of the car and meets Peter, his only friend.  They both have a crush on Mary-Jane, but neither seems to have the nerve to talk to her.

Once in the museum, we see a giant microscope, and a group of different spiders.  Some that jump across branches, some that are super strong, some that shoot thick webbing.  The scientists have 15 spiders that are spliced with DNA from all 3 spiders, and 1 is missing.  Harry actually works up the nerve to talk to Mary-Jane, but only says things Peter said to him.  Peter gets some photos of Mary-Jane 'for the paper' after Harry leaves.

After MJ walks off, he gets bitten by the missing spider, who then crawls away.

We cut to the Parker house.  His uncle Ben and Aunt May are talking.  Ben has recently lost his job as an electrician and is looking for a new one.  Peter comes home feeling quite sick, and rushes to his room.  He takes his shirt off and looks at his gaunt, nerdy figure in a mirror, removes his glasses and collapses.

We then go to OsCorp, Norman Osborn's company.  He is trying to sell a glider and a physical enhancement drug to the US military.  There are problems with the enhancer, it caused violence and insanity in some of the animals tested, and the army wants to cut the company's funding and move to a different company who are working on a flying exo-skeleton if OsCorp cant get a human test in a week or so.  Osborn gets a doctor to help him test the gas on himself.  He is moved into a clear chamber which fills with green gas.  As it clears it looks like Osborn is having a violent seisure, and his pulse has stopped.  the other doctor goes into the chamber to help him, and Osborn wakes up violently, and with newly aquired super strength and kills the other doctor.

Parker awakes in a daze and notices his glasses impair his vision, the first of a few odd changes.  As he looks in the mirror he suddenly notices he has big rippling muscles, he's cut like an underwear model.  He goes downstairs to talk to his uncle and aunt, then leaves.  Mary Jane lives next door to him, and her parents are screaming at her for some reason.  He tries to get up the nerve to talk to her, but can't.  He has to run and catch the bus, which is trying to leave without him again.  He slaps the side, and part of it comes off with his hand.  he pulls at it and it stays, finally it comes off, and he walks to school.  During lunch he senses that MJ will slip, and he is able to catch all the things on her tray with his new agility.  She notices his eyes are blue, and he still can't talk to her.  After she leaves, he notices his fork is stuck to his hand.  He then accidentally shoots web across the room and grabs a tray of food.  He tries to jerk it back, and ends up covering Flash with various foods.  He tries to non-chalantly walk out, but the webbing and tray are still attached to his wrist.  Flash confronts him outside, but Peter can avoid all his attacks, and can flip and dodge like a ninja.  Finally he punches flash, and sends him sliding down a hallway.  Everyone looks at him with disbelief.  He runs away.

Out in an alley, he realizes somewhat that he has powers.  He can climb walls and hop roof to roof, and even learns to swing on his webs.

Norman wakes up in his office not remembering what happened the night before, but he's quickly informed that not only is the scientist dead, but the suit and glider are missing.  The government pulls out and goes to visit the other company.  While showing off the exo-skeleton, it explodes and the base is bombed by a mysterious green man flying on a glider.

Peter talks again with Mary Jane about what to do after high school, he wants to be a photographer, she wants to be an actress.  Flash drives up with a hot new car, so Peter wants to get a car to impress her.  He sees an ad for 3000 dollars to any wrestlers who can last 3 minutes in a ring with Bonesaw.  He makes up a costume and goes to wrestle, first having an argument with his uncle, who thinks all the changes are related to puberty.

Finally Parker makes it to the ring and is ready to rock, calling himself the Human spider.  The announcer (Bruce Campbell) hates the name and introduces him as the Amazing Spiderman.  A cage is lowered and Parker tries to avoid the wrestler by holding the walls.  Finally Bonesaw gets a hold of him and begins to pound him.  Parker fights back and beats him in no time.  Only 2 minutes have gone by, so the promoter only gives him 100 bucks. When the guy gets robbed a few seconds later, Parker makes no move to stop him, since he got screwed anyway.

Peter goes to the library where he was supposed to meet his uncle, and he finds him shot by a carjacker.  He puts his poorly-made costume bcak on and chases him, learning how to webswing in an exciting chase.  Finally he corners him and finds it was the robber, and if he had stopped him, he would have saved his uncle.  

We cut to graduation, and Harry and Peter are planning to get their own place in the fall.  We also see MJ breaking up with Flash.  Peter and his Aunt May go home and talk about how much they miss Uncle Ben.  He then decides to become Spiderman and devote himself to fighting crime.

Cut to cool shots of Spidey in his real costume swingin around and stopping criminals.

We see the managing editor of the Bugle, J. Jonah Jameson, and he wants more photos of Spiderman, he's offering a good deal of money to any photographer who can snap spidey.

We see Peter still looking for a job (He is always late because of his web-swinging obligation).  He runs into Mary Jane who is working as a waitress and we find out she is dating Harry, but doesn't want him to know she's a waitress, he would find it low.  Harry never mentioned it to Peter, and he's kinda pissed.

Peter comes home finding Harry and Norman there.  Norman offers Peter a job, but Parker says he wants to get one on his own, and Norman respects that.  Norman also wants to meet Harry's new 'Mystery Girl', and Peter says he hasn't heard anything about it.  Peter sees the ad in the bugle looking for photos of Spiderman, and he goes and takes some good ones with some webbing and a camera on a timer.

Parker takes the photos to Jameson who says he'll hire Peter on a freelance basis.  Peter is very proud of himself, he actually has a job as a photographer!

We see at a board meeting that OsCorp is letting Norman go, and they're selling the company.  This enrages him to no extent.

We see that the Green Goblin is a multiple personality of Norman Osborn, and that both work from one brain, Norman is not in control when the goblin is.

Cut to a freedom festival thrown by Oscorp.  Peter is snapping photos and notices that MJ is on a balcony with Harry in a beautiful red dress.  Harry asks why she didn't wear a black one, since his dad likes black.  He then notices Peter down below and asks MJ to go inside with him.  He asks one of the board members where his dad is, and he says Norman probably wont show up.  Then, of course, we look at the sky as the green Goblin zooms through the balloons, and people think he's part of the festivities, until he throws a pumpkin bomb under the balcony, and one on top that vaporizes a few people.  Peter runs off pulling his shirt off to reveal the spiderman suit a-la superman.  Mary Jane is trapped on a piece of balcony that is falling, as the Green Goblin comes to kill a few more people.  Spidey swings in and kicks him good.  A fight ensues jumping balloon to balloon, with spidey finally damaging the glider, making the goblin fly away threatening revenge.  He narrowly rescues Mary Jane, and they swing off together onto a rooftop garden.  He then zooms off, with her smiling like a schoolgirl.

Later on we see Harry on the phone with her asking how she is, clearly not pleased that she's so taken with the wall crawler.  He wants to buy her something.  She hangs up before he's done talking.

Parker goes to take more photos to Jameson, who demands that Spiderman and the Green Goblin are in kahoots.  As Parker leaves, the wall behind Jameson collapses and the Goblin enters demanding to know who takes the photos of spiderman, saying the photographer could lead him to spidey.  Spiderman appears beside him, and the goblin knocks him out and carries him off.

When he awakes, the goblin offers a partnership of evil type deal, and flies off.

Jameson writes that spiderman is a villian and demands his arrest.

MJ is attacked in an alley and spiderman rescues her, and they kiss passionately.

The next day, spiderman saves a child from a burning building, and a woman is still screaming inside.  Spidey goes back in, and it turns out to be goblin, who of course set the fire.  He attacks spidey, sho still gets away.  In the fight, spidey gets his arm cut by a pumpkin blade.

Back at his apartment, people are preparing for Thanksgiving dinner.  Aunt may, Harry and Norman and MJ are all there, but Peter isn't.  After the battle he shows up upstairs, but no one saw him come in, they hear his thump.  People go in to see him, but he's on the ceiling.  A drop of blood falls, and Norman hears it, so he looks up and around, but can't find him.

A few moments later, Peter comes in the front door, and they get ready for grace.  Aunt May notices that Peter is bleeding, and Norman realizes he is spiderman, and leaves, having a big fight in the hall about Mary Jane and how she's just after his money.  She storms off too.

That night, the Goblin tells Norman that the way to defeat spiderman is by way of his heart, so he attacks Aunt May.

In the hospital visiting her, Peter and MJ share a moment when she admits she's in love with Spiderman.  Harry comes in, sees them holding hands, and leaves.

He tells Norman that he was right about MJ and she's in love with Peter, saying that Peter has loved her since the third grade, and there's no one he cares for more.  Norman starts scheming.

Aunt May awakes and they talk about MJ.  Peter knows that the goblin knows who he is, and when he realizes everyone knows he loves mary jane, he calls her to warn her, and gets the goblin, who asks if spiderman can come out and play.

We cut to the Queensborough Bridge, where MJ wakes up.  the Goblin is zooming around, getting everything ready.  He blows up an observation deck, and grabs a cable car full of boy scouts.  When spidey gets there, his choice is save mary jane, or save a car full of kids.  He throws both off the bridge.

Spiderman jumps after MJ, grabs her, then shoots a web up and grabs the cable with the kids, but his webbing won't hold for long.  He asks MJ to climb down to the car, and finally she does.  However, the goblin keeps flying by and hitting spidey.  He actually drops the cable at one point, and re-grabs it just in time.  The goblin prepares for his final assault as a boat is trying to get under the car, when something hits him in the face.  He looks up to the side of the bridge where hundreds of new yorkers are throwing trash, food, and tools at him.  Their basic message was, you mess with Spiderman, you mess with us.

Spiderman gets the car, with MJ, safely down on the boat.  The goblin swings down and grabs him, and they bust through a wall into a brick-wall filled house.

Goblin beats spidey up pretty good, even hits him with a pumpkin bomb.  Spidey is about to bite the big one when goblin mentions killing MJ.  With a  burst of sudden strength, spidey basically beats the crap out of goblin.  Goblin begs him to stop and removes his mask, revealing he is Norman.  He said the goblin was doing it all and that he needed spidey to protect him.  All the while he was setting up the glider behind spidey, with blades at the ready to kill him.

At the last second as the glider is launched, spiderman jumps, and the glider hits Norman, who asks him not to tell Harry, and dies.

We cut to a funeral, where Harry says he didn't lose a father, Spiderman stole him, and someday he would have revenge on the wall-crawler.

Then Mary Jane admits she's in love with Peter, and they kiss.  He doesn't want to risk her getting hurt again, so he says his friendship is all he has to give, and walks off.  She touches her lips as if she recognizes his kiss, so she might know he's spiderman.

The movie ends with some more cool swinging scenes through downtown New york.


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