The Amazing Spider-Man 2 Quotes – ‘Fight for what matters to you.’

Starring: Andrew Garfield, Emma Stone, Jamie Foxx, Dane DeHaan, Colm Feore, Felicity Jones, Paul Giamatti, Sally Field, Embeth Davidtz , Campbell Scott, Marton Csokas, Louis Cancelmi, Max Charles, B.J. Novak , Sarah Gadon

OUR RATING: ★★½

Story:

Superhero action adventure sequel directed by Marc Webb. The story follows Peter Parker (Andrew Garfield) as he continues to adjust to his crime fighting life as Spider-Man and his relationship with Gwen Stacy (Emma Stone). Peter hasn’t forgotten about the promise he made to Gwen’s father to protect her by staying away, but that’s a promise he just can’t keep. Things change for Peter when a new villain, Electro (Jamie Foxx), emerges and an old friend, Harry Osborn (Dane DeHaan), returns, and Peter uncovers new clues about his past.

Our Favorite Quote:

'We have to be greater than what we suffer.' - Gwen Stacy (Amazing Spider-Man 2) Click To Tweet

Best Quotes (Total Quotes: 114)

[first lines]
Richard Parker: People will say that I’m a monster for what I’ve done, and maybe they’re right. I always thought that I’d have more time…
[he’s interrupted by a young Peter calling out to him]
Young Peter Parker: Dad. Dad!
[into the camera]
Richard Parker: I’m sorry.
[he ends the recording and rushes up from the basement]
Richard Parker: Peter!
[he enters his office to find that it has been ransacked with Peter standing behind his desk]

[Richard takes his family to his sister’s and we see Mary Parker saying goodbye to Peter]
Mary Parker: He likes to sleep with a little light on at night.
Richard Parker: Mary, we have to go.
[Richard and Mary go to leave the house when Peter grabs Richard’s hand]
Young Peter Parker: Dad.
Richard Parker: Be good.
[Richard lets go of Peter’s hand and shuts the door front door, Peter watches his parents walks away; we see Richard and Mary are on a private jet]
Mary Parker: I found a safe place for us to spend the night at Lake Geneva.
[Richard is uploading project files from his laptop]
Mary Parker: Are you uploading it?
Richard Parker: To Roosevelt folder, just in case we…
[Mary looks out the window with worry]
Richard Parker: We’re going to be fine, Mary.
Mary Parker: Did you see his face? He’s never going to understand.
Richard Parker: Mary, we’ve been through this. Our life, as we know it, is over. We’re going to spend every day from now on looking over our shoulders and never feeling safe. We can’t do that to him.
Mary Parker: He’s just a little boy.
Richard Parker: I know. I know.
[Richard holds Mary’s hand]
Richard Parker: It’s going to be okay.
[Mary begins to cry]
Richard Parker: It’s going to be alright.
[Mary wipes her tears and gets up to go to the bathroom]

[as Mary pops into the bathroom the co-pilot steps out of the cockpit]
G-5 Co-Pilot: No rest for the weary, huh?
Richard Parker: No, I’m afraid not.
G-5 Co-Pilot: Occupational hazard, I guess.
[as Richard is typing into his laptop]
G-5 Co-Pilot: What is it you’re working on?
[Richard looks at the pilot with suspicion as he washes his hand in the side sink]
Richard Parker: Uh, just-just planning ahead. Do you think I could speak with the pilot?
G-5 Co-Pilot: Something you need? Perhaps I could help.
Richard Parker: Oh, I’d just like to radio ahead and make sure everything’s in order for when we land.
[as Richard rises the co-pilot grabs a gun from a drawer and points it at Richard]
G-5 Co-Pilot: I think we both know that’s not an option, Dr. Parker.
[Richard sits back down and as the co-pilot locks Mary in the bathroom Richard quickly uploads his files on the computer, the co-pilot then puts on a parachute and Mary tries to come out of the bathroom]
Mary Parker: Richard!
G-5 Co-Pilot: They say you’re a genius.
Mary Parker: Richard!
[the co-pilot grabs Richard’s laptop, Richard goes to stop him but the co-pilot points his gun at him]
G-5 Co-Pilot: Not if you thought you could escape.

Mary Parker: Richard!
[suddenly Mary bursts out of the bathroom]
Richard Parker: Mary!
[Richard attacks the co-pilot and punches him, a struggle ensues and Mary is shot]
Richard Parker: Mary!
[Richard knocks out the co-pilot, grabs his gun and goes to help Mary]
Richard Parker: Mary. It’s okay, it’s okay, it’s okay.
[he places Mary in a seat]
Richard Parker: I got you. Are you okay? Okay. I’m just going to make you safe.
[he straps the seat belt on to her and gives her an oxygen mask to breath through, but she pushes his hand away]
Richard Parker: It’s done. Breathe. Mary?
Mary Parker: Roosevelt.
Richard Parker: What?
Mary Parker: Roosevelt.
[Richard grabs the laptop from the floor and quickly opens it to continue the process of uploading the files and then goes over to Mary]
Richard Parker: It’s back up. It’s back up. Everything’s fine. Hey, hey, hey. We’re going to be alright, okay? Listen to me…
[just then the co-pilot gets up and attacks Richard, as he’s hitting Richard we see that the pilot is dead and the plane falls into a steep dive, as the co-pilot and Richard are fighting he manages to shut the laptop, seeing that Mary is dead, Richard grabs hold of the co-pilot’s gun and shoots a window making the co-pilot fly out of the plane, Richard manages to hold onto the laptop and finishes the process of uploading the file, he then looks at Mary as the plane plummets]

[we see Peter in his Spider-Man suit falling to earth, then we follow him as makes his way though the city using the city enjoying himself]
Peter Parker: What have you got for me today, New York?
[as he goes past a helicopter he overhears their radio]
Helicopter Radio: An OsCorp truck carrying plutonium has been hijacked. A police chase is in…
Peter Parker: Alright, let’s get to work.
[Peter springs down to help as we see a big tow truck driving through the city by a Russian as police cars are chasing him]
Aleksei Sytsevich: Say hello to Aleksei Sytsevich!
[his armed assistants set explosives to blow the hatch as Sytsevich rolls over police cars, Peter swings through buildings in hot pursuit]
Pedestrian: Spider-Man!
[as he swings past a street full of people]
Peter Parker: Hello, pedestrians!

[Sytsevich’s assistants blow the hatch and hop into the van where there’s a container of vials, Peter then swings onto the truck and knocks on the driver’s side window]
Peter Parker: Knock, knock. Mr. Criminal?
[he indicates for Sytsevich to roll down the window which he does]
Peter Parker: Hey, my name is Spider-Man. You can call me Web Head, you can call me Amazing, just don’t call me late for dinner, you get it? Okay!
[Sytsevich goes to punch Peter but Peter dodges it then looks back through the window again]
Peter Parker: No handshake? Are you a hugger? Or not…
Aleksei Sytsevich: I’m a killer!
[Sytsevich gets his gun out and starts shooting at Peter which he quickly dodges]
Peter Parker: Woh! Okay!

[as Sytsevich’s men open the container they get a warning message]
Container Warning: Warning, plutonium 2-3-8 is a radio-active material and is highly explosive.
[it cuts OsCorp employee Max Dillon, stumbling through a crowd with an armful of blueprints]
Max Dillon: Excuse me. There’s room for all of us on the sidewalk, folks. Please, I’ve got blueprints here.
[someone knocks into him and the blueprints fall from his arms and roll into the street]
Max Dillon: A little help. Some help, please!
[he starts picking them up from the middle of the street; cut back to Peter and Sytsevich]
Peter Parker: You having problems with your gun? Let me help you out with that.
[Peter goes to grab Sytsevich’s gun from his hand and the truck starts swerving]
Peter Parker: Uh, Mr. Bad, I’m going to be right back.
[Peter leaps off as the truck starts ploughing into the cars ahead and he rescues Max from getting hot by a cab]
Peter Parker: Watch out! Wooh.
[he helps Max up]
Peter Parker: Okay, there you go. You okay? You hurt?
[Max, with his glasses knocked to the side of his face, looks at Peter in shock]
Max Dillon: You’re Spider-Man.
Peter Parker: Costume gives it away, huh?

[Peter uses his web to pick up the blueprints from the street and hands them to Max]
Peter Parker: These looks pretty important, Max.
[Peter straightens Max’s glasses]
Max Dillon: How do you know my name?
Peter Parker: It’s written on your badge.
Max Dillon: But I’m a nobody.
Peter Parker: Hey, you’re not a nobody. You’re somebody.
[he holds out his hand]
Peter Parker: Lick that.
[Max licks the tips of Peter’s hand and he uses it to straighten Max’s hair]
Peter Parker: Listen to me. Now, I need you. You’re my eyes and ears out here.
Max Dillon: Okay.
Peter Parker: Alright?
Max Dillon: Alright.
Peter Parker: See you out there.
[Peter swings off]

[inside the back of the truck, Sytsevich’s men start taking the vials from the container]
Container Warning: Warning, radiation critical.
[Sytsevich suddenly slams onto the breaks causing the plutonium vials to topple over, outside dozens of police cars crash into the truck pinning it, so Sytsevich’s men burst open the doors and start firing at the cops at which point Peter uses his web to yank the men from the truck and suspend them over the cops]
Cop: Hands up!
[Sytsevich puts his foot on the gas and starts driving off making the vials toss around in the back, Peter then jumps into the back and starts catching the vials]
Peter Parker: Got ya! Got ya! Oh! Got you too!
[as Sytsevich is driving off fast, Peter frantically tries to catch and keep hold of the vials]
Peter Parker: No! You! You’re not going anywhere! No! Come here! Come here!
[Sytsevich continues to plough through the streets as Peter juggles to catch all the vials]
Peter Parker: Okay! Stop it! Stop it!
[Peter finally manages to catch all the vials, hanging like a chandelier on the ceiling when suddenly he drops one vial]
Peter Parker: Oh, come on!
[he goes after the vial as it rolls out into the street and hangs the other vials inside a web by the side a building to keep safe]
Peter Parker: Hey, wait! Come back here!
[he finally manges to catch it from the middle of the street]
Peter Parker: Got you!
[just then an ambulance crashes into him]

[as he’s hanging onto the front of the ambulance his phone suddenly rings and he sees its Gwen]
Peter Parker: Hey, I’m sorry. I’m running a bit late, I got stuck in some traffic.
[Gwen is at her graduation]
Gwen Stacy: You’re timing is terrible, it’s started already.
Peter Parker: I know, I’m sorry.
Gwen Stacy: Where are you?
Peter Parker: 1st in Broadway, 2nd in Broadway, 3rd in Broadway. Uh, five minutes, ten tops.
Gwen Stacy: Are those sirens?
Peter Parker: No.
Gwen Stacy: Peter?
Peter Parker: No!
Gwen Stacy: Peter?
Peter Parker: No sirens. No…
[Peter looks to his side and sees a police car riding along side him with Captain Stacy inside it]
Gwen Stacy: Peter? What’s happening? Peter? Peter?
[Peter sees Captain Stacy looking straight at him but suddenly we see it’s just a cop looking a him]
Gwen Stacy: Hello? Peter?
Peter Parker: I’ll be right there, I promise.
[he ends the call]
Gwen Stacy: Peter…

Dr. Jallings: Now I’d like to introduce an extraordinary young lady. This year’s valedictorian, please welcome, Gwen Stacy.
[everyone cheers for her, including Aunt May, who’s sitting in the audience, as Gwen goes to the stage]
Gwen Stacy: Good morning, esteemed faculty and families of my fellow graduates. It’s an honor to be standing up here today.
[we cut back to Peter continuing to chase after the truck, he lands on the windscreen]
Peter Parker: Hello!
Aleksei Sytsevich: Hey! Get off!
Peter Parker: I told you, I am running a bit late!
Aleksei Sytsevich: It’s over, Spider!
[then we cut back and forth between the speech and Peter trying to stop the truck]
Gwen Stacy: I know that we all think that we’re immortal. We’re supposed to feel that way, we’re graduating. But like our brief four years in high school, what makes life valuable is that it doesn’t last forever, what makes it precious is that it ends. I know that now more than ever. And I say it, today of all days, to remind us that time is luck. So don’t waste it living someone else’s life, make yours count for something. Fight for what matters to you, no matter what. Because even if you fall short, what better way is there to live?
[as Peter tries to break through the truck’s windscreen the truck crashes into a bus, so Peter leaps over the bus to stop it from overturning and protect some pedestrians in the process]

[as Sytsevich is shooting at Peter, Peter swings over to him and easily grabs his gun away from him]
Peter Parker: I’ll take that.
[he then takes the plutonium vial from his hand]
Peter Parker: That’s mine too.
[Peter then uses his web to hold Sytsevich hands captive and then uses his web to pull down Sytsevich’s trousers, Peter then turns and starts walking away]
Peter Parker: This is not over, Spider!
[just then Sytsevich’s gun lands on his head]

[as the students are going up to the stage to receive their graduate certificates, Peter quickly swings in and changes into his graduation robe, as he walks over to the ceremony he realizes he’s forgotten to take his Spider-Man mask off, as he goes to take it off one of the guests (Stan Lee) notice him]
Graduation Guest: I think I know that guy.
[just then Peter’s name is called out]
Dr. Jallings: Peter Parker. Peter Parker.
[Peter makes it to the stage just in time, gets his certificate and kisses Gwen on stage as everyone cheers]

[Peter runs over to Aunt May as she’s taking a picture of him]
Aunt May: Wait! Do that again! Do that again!
[Peter embraces Aunt May]
Aunt May: What’s this? I almost had the camera ready, I’ll have to run up there myself!
Peter Parker: Well, I’d love to have seen that. That would have been pretty awesome.
[holding up his graduation certificate as Aunt May tries to take a picture of him]
Peter Parker: No. No. This is for you.
Aunt May: Oh, I am so proud of you.
Peter Parker: You earned it.
Aunt May: Sweetheart, I’m so proud of you. I know the first thing that your Uncle Ben would say.
Peter Parker: Yeah, I know too.
Aunt May: Yeah.
Peter Parker: “You better hurry up, the party’s over.”
Aunt May: No.
Peter Parker: “You’ve got to, you’ve got to get a job.”
Aunt May: Alright, the second thing he would say, “don’t just follow the path, make your own trail.”
Peter Parker: Ralph Waldo Emerson?
Aunt May: No.
Peter Parker: Who did he mean then?
Aunt May: Ben told me he made it up.
[they both laugh]
Aunt May: Well, you really did learn something here. I wish your Uncle could have been here.
Peter Parker: Yeah, me too. And my folks.
Aunt May: Yeah. Yeah.

[Peter looks over to Gwen who’s talking to her family]
Aunt May: Alright, you can go. Go on.
[to her family as she notices Peter]
Gwen Stacy: I’ll be right back. Okay.
[she goes over to join Peter and Aunt May]
Aunt May: Alright, guys, get together. Get together, right now. A quick one.
[Peter puts his arm over Gwen’s shoulder as Aunt May takes a picture of them]
Aunt May: Alright. Cheese!
Peter and Gwen: Cheese!
Aunt May: Okay.
Peter Parker: Alright.
[Aunt May turns to leave]
Aunt May: I’ll just go over there.
Peter Parker: Yeah, just give me two seconds. Alright?
Aunt May: Okay.
Peter Parker: Don’ go too far.
Aunt May: Alright.
Gwen Stacy: Good to see you.
Aunt May: Alright.
Peter Parker: Alright.

Gwen Stacy: Did your, um, did your traffic jam have anything to do with the Russian mob, and machine guns, by any chance?
[she holds up her phone and shows him a photo of the OsCorp truck Sytsevich and his men had stolen and Peter had caught]
Gwen Stacy: Why didn’t you just tell me?
Peter Parker: Because, what am I going to do? You were about to give your speech.
[Gwen’s mother calls out to her]
Helen Stacy: Gwen, honey?
Gwen Stacy: Yes?
Helen Stacy: Family photo.
Gwen Stacy: Okay.
[turning to Peter]
Gwen Stacy: Hey, you coming for Dim Sum?
Peter Parker: Can’t keep me away.
Gwen Stacy: It’s at eight o’clock, don’t be late.
Peter Parker: I won’t be.
Gwen Stacy: Okay.
[she kisses Peter]
Gwen Stacy: And I’m going to do my speech for you.
Peter Parker: All night? I want to hear it all night long.
Gwen Stacy: I’m going to do my speech for you over and over again, all night long.
Peter Parker: Okay.
[Gwen turns to walks over to her family]
Helen Stacy: Peter, join us?
Peter Parker: I got to find my Aunt. I got to find my Aunt, but, uh, I’m going to catch up later. Thank you.
[as Gwen joins her family Peter suddenly glimpse of Captain Stacy standing with his family and has a flashback to the moment Stacy was about to die]
Captain Stacy: You’re going to make enemies, people will get hurt. So I want you to promise me something, okay? Leave Gwen out of it. Promise me that.

[later that night as the Gwen is with her family at the restaurant, Peter shows up outside and watches Gwen, then decides not to go in and turns to leave, but Gwen sees him]
Peter Parker: What are you doing? What are…?
[Gwen steps out of the restaurant and goes over to him]
Gwen Stacy: Peter? What is it?
Peter Parker: Hey.
Gwen Stacy: What’s wrong? You alright?
Peter Parker: I don’t know what I’m doing.
Gwen Stacy: It’s my father, isn’t it?
Peter Parker: Yeah, I see him everywhere I go. I can’t, I don’t know what, I don’t know what to do with it. I can’t get him out of my head.
Gwen Stacy: Yeah, but we’ve talked about this.
Peter Parker: I know, but Gwen…
Gwen Stacy: It’s not his choice.

Peter Parker: Gwen, I promised him that I would keep away from you. And now I’m going to come and eat dinner with your family. How can I do this? What does that, what does this make me?
Gwen Stacy: I don’t know, what does that make you?
Peter Parker: It makes me not able to live with myself.
Gwen Stacy: I thought that it meant you loved me.
Peter Parker: I do love you. I love you.
Gwen Stacy: But why isn’t that enough? Hm?
Peter Parker: Because what if something happens to you, just like it happened to him because of me?
[as Gwen goes to reply Peter interrupts her]
Peter Parker: No! Wait!
Gwen Stacy: Listen. No…
Peter Parker: Wait! I cannot let that happen.
Gwen Stacy: Listen to me. You’re Spider-Man, and I love that. But I love Peter Parker more. That’s worth it to me.
Peter Parker: I can’t lose you too.
Gwen Stacy: Because you can’t lose me, we can’t be together? Who does that work out for, Peter?
Peter Parker: I can’t. I’m sorry, Gwen.
Gwen Stacy: Wow. You have done this to me, again and again. Peter, I can’t live like this. I break up with you. I break up with you.
[she turns and goes back into the restaurant to rejoin her family, visibly upset, Peter looks through the restaurant window at Gwen one last time before turning to leave]

[the next morning, Peter goes on another city patrol as a radio call-in show plays in the background about Spider-Man]
Radio Female DJ: Good morning, New Yorkers. Looking for another beautiful day here in the city…
Radio Male DJ #1: The city increases in sightings of Spider-Man spark a national debate over the role of vigilantes in American crime fighting.
Radio Male DJ #2: How about that Spider-Man? Last night on Manhatten Bridge he saved a dozen lives. We want to hear your calls.
Radio Male Guest #1: I think without Spider-Man there’d be no hope for this…
Radio Male Guest #2: Well who do you think pays the bills for all the damages he causes, huh? Its you and me, taxpayers!
[Peter rescues a school kid from a gang of bullies attacking him, as the kids leave Peter picks up the kids science project from the ground]
Peter Parker: You did this?
Gordon: Yes.
Peter Parker: This is a wind turbine! You made this?
[Gordon nods his head]
Peter Parker: No way! This is amazing!
[he mends the broken wind turbine with a couple of shots of his web]
Peter Parker: As good as new, right?
[he gives the project back to Gordon, who’s smiling]
Peter Parker: I’ll walk you home.
[Peter starts walking Jorge home]
Peter Parker: What’s your name?
Gordon: Gordon.
Peter Parker: Gordon, I’m, I’m Spider-Man.

[we see a montage as the radio call-in show debates carry one while we see Peter save a girl from getting hit by a cab]
Radio Male Guest: I don’t feel like my kids are safe with him out there. Get out of the way and let the police do their job!
Radio Female DJ: Some folks think that there might be more than one man. What do you think? One guy or many?
[we see Peter changing his Super-Man clothes several times after he’s been saving people]
Radio Female Guest: I’d love to know who’s behind that mask.
[we see Peter standing in the street with a group of people wearing fancy dresses, the woman next him dressed as Statue of Liberty looks at him]
Fancy Dressed Pedestrian: Hey, nice outfit.
Peter Parker: Thanks.
[Peter steps out into the road and grabs the back of an ambulance to hitch a ride]
Radio Male DJ: We have a caller on the line who say he’s met Spider-Man.
Max Dillon: Listen, I’m upset. Spider-Man to me is being misunderstood. He’s a very good person, he’s protecting us. Not only that, but he saved my life one time, which is when we came best friends.

[after getting a cold, Peter goes to a Bodega to buy some medicine and notices the cashier is being robbed, he saves the cashier by taking down the robber with his web and then goes to the counter to buy his medicine]
Peter Parker: How much?
Bodega Cashier: Hey, you’re that Spider guy!
[Peter struggles to speak due to his heavy cold]
Peter Parker: I’m Spider-Man.
Bodega Cashier: Huh?
[suddenly Peter sneezes]
Peter Parker: I’m Spider-Man.
[Peter then notices a newspaper which has his photo on the front cover with the headline “Spider-Menace?”, frustrated Peter leaves the store]
Radio Male Guest: This Spider-Man guy, he’s not the police, he’s not a fireman. What gives him the right to get involved in other people’s business?
[we see Peter watching over Gwen from top of a building as she walks in the street to meet her friends, as she senses someone watching she looks up but Peter quickly disappears]

[Aunt May knocks on Peter’s bedroom door]
Aunt May: Peter, honey? Can I come in?
[she tries turning the door knob but it’s locked, we see Peter just come back from saving someone looking all dirty and disheveled]
Peter Parker: No!
Aunt May: Peter, the final starts at nine, honey. And you said you would take my car to the shop because it keeps dying. Remember?
[Peter frantically tries to get out of his Spider-Man costume]
Peter Parker: Give me second, I’ll be out! I’m going to get the door! Just give me a second.
Aunt May: Peter, please just let me in, alright?
[Peter climbs about in his room frantically trying to get his costume off]
Peter Parker: I’m trying to get…!
Aunt May: The final is at nine. You said you’d take my car to the shop.
Peter Parker: Yes! Just give me a…!
[suddenly Peter drops his boot and it lands on the switch for the automatic lock on his door, which accidentally unlocks the door, Peter drops down onto his bed and pulls the covers on himself]
Peter Parker: Woh! Don’t come in! Stay outside! I’m so naked!
Aunt May: Peter! For goodness sake!
[just as Aunt May is about to enter Peter notices his Spider-Man boot on the floor and quickly shoots out a web to grab it and pulls it under the bed covers]

[Aunt May enters Peter’s room]
Aunt May: You said you’re going to take my car into the shop because…
[she notices Peter lying in bed under the covers with only his face showing which is covered in dirt]
Aunt May: Are you alright?
Peter Parker: Yeah, I’m okay. I’m just, I’m very naked right now.
Aunt May: What happened to your face, it’s filthy?
Peter Parker: It is?
Aunt May: Yes.
Peter Parker: Oh, yeah, yeah. I was cleaning the chimney.
Aunt May: We have no chimney.
Peter Parker: Whaaat?!
Aunt May: You’re late!
Peter Parker: I know! I’m late!
Aunt May: Downstairs, now! Alright?
Peter Parker: Can you, can you leave. I’m completely naked here.
Aunt May: I’m leaving.
[as she goes to leave Aunt May notices the ceiling lamp swinging from side to side, she then leaves and closes the door]
Peter Parker: Morning! I love you!
Aunt May: I love you too! Hurry up!
[after Aunt May leaves his room, Peter notices his father’s briefcase on the floor and has a flashback to a day when young Peter was having a family photo taken with his parents, feeling angry Peter throws the bag into his closet and uses his web to slam the door shut]

[inside his apartment Max has an obsessive collection of Spider-Man paraphernalia, as he starts to shave he starts talking Spider-Man as if he’s actually there with him]
Max Dillon: Woh-ho, look who’s here? Spidey! How was your morning? He says, “Hey, Max.” And then he says, “I’ve been out saving the world, protecting everybody. But it’s soon somebody’s Birthday today?”
[replying to his fantasy Spider-Man]
Max Dillon: That’s why you’re here. You remembered my Birthday! All the crime fighting you’ve been doing, and all of a sudden you take time out to come visit me? Little old me, Max. It’s, it’s amazing. But of course you would. Why wouldn’t you visit me? We’re best friends.
[he opens his fridge door and acts surprised when he sees a small birthday cake inside]
Max Dillon: What are you doing? You baked me a cake? People don’t get a chance to see these small kind these that you do for people. I know what they say about you in the press, but it doesn’t matter to me because I know the real you, because you’re amazing. Wow! That’s what the press needs. They should call you “The Amazing Spider-Man.” You like that, Spidey?
[pretending to be Spider-Man]
Max Dillon: I like it a lot, Max.
[replying to his fantasy Spider-Man]
Max Dillon: Good, because today is going to be amazing!
[suddenly the lights go out]
Max Dillon: Circuit thirty-nine.

[talking on the phone as she does the laundry]
Aunt May: I’m not late, Harvey. I’ll be there in fifteen minutes. I just want to know if you can find another waitress to replace me because I start my training because I start my training rounds at the hospital. And don’t mention any of this to Peter, I don’t want him to know. Because he’ll worry, that’s all.
[she holds up a uniform which has a student nursing badge on it and puts it in the washing machine, suddenly Peter appears in the kitchen and Aunt May quickly changes the subject]
Aunt May: Uh, yeah. Yeah. Okay, you got it. Uh, a double shift on Thursday. Okay. Bye.
[she ends the call]
Peter Parker: Who was that?
Aunt May: Harvey.
Peter Parker: Doing a double shift, huh?
Aunt May: Sometimes. I got nothing else to do, I like the girls, I miss Ben. It give me a little extra in the cookie jar.
Peter Parker: Hm. Well, I sold another, another couple of photos to the Bugle, so that ought to help.
Aunt May: Yeah, it would really help if that guy would pay you a fair wage.
Peter Parker: Oh, Jameson, Jameson pays me a fair wage, if it was 1961, he’d pay me a fair wage.

[Peter goes to put his Spider-Man costume into the laundry but Aunt May stops him, neither wanting their secrets revealed]
Aunt May: Hey! Hey! Hey! Wait, wait, wait! What are you doing? What are you doing? What are you doing? No, I do the laundry.
Peter Parker: I’m doing my laundry.
Aunt May: No, I do the laundry. This is my…
Peter Parker: No, I know. I’m…
Aunt May: No, this is my job. I’ve been doing your laundry since you were six years old.
Peter Parker: I understand that, but I’m in college now. I think it’s time that I took care of my own dirty underwear.
Aunt May: You know what? I, the last time you did the laundry you turned everything blue and red! So no!
Peter Parker: That was a mistake!
Aunt May: Yeah.
Peter Parker: Because I was washing the, the, the American flag. My, can I please just…
Aunt May: No one washes the flag!
Peter Parker: I do, and I won’t anymore! Forget it, fine! Can I just do my laundry?
Aunt May: This is my machine!
Peter Parker: It’s just underwear! Please!
Aunt May: This is my laundry, my home, my machine! Back off! Eat your breakfast.
[she holds up a sandwich]
Peter Parker: Alright, laundry sheriff. I’ll do it later.
Aunt May: I’ll do it.
Peter Parker: No, forget it.
Aunt May: Give it to me.
Peter Parker: No, I’ll do it some other time. Forget it.
[Peter takes the sandwich and turns to leave]

[we see Max walking to work at OsCorp, he knocks into another pedestrian as he walks]
Pedestrian: Hey!
Max Dillon: Excuse me.
[he then approaches the main building door where all the workers are entering and says to himself with frustration]
Max Dillon: Lock jam. Come on, come on, come on.
OsCorp Employee: Watch it, buddy.
[inside the building K.A.R.I (Kinetic Artificial Reactive Intelligence), OsCorp’s artificial intelligence is giving a virtual presentation]
Kari: OsCorp Industries is proud to announce the worlds first electromagnetic power grid. By converting aging power stations into a field of hydro-electric towers, we are generating clean, green, sustainable energy to power Manhattan and finally the rest of the world…
[Max enters the building and his boss, Alistair Smythe, notices him as he walks past him]
Alistair Smythe: Dillon, you’re late.
Max Dillon: Double decker trains were so slow, sir.
Alistair Smythe: Don’t you realize that OsCorp is now responsible the entire city’s energy?
Max Dillon: Oh, I do. I submitted a lot of designs for the power grid, and, and they used a lot of them. And I noticed that in those power grids were designed by me.
Alistair Smythe: You designed them? Sure you did. And I’m Spider-Man.
[suddenly Max flips out and grabs hold of Smythe]
Max Dillon: You’re no Spider-Man, he’s a Leo you’re a Sagittarius! You ever speak of him again, I’m going to rip your flat-goon head off!
[suddenly we realize that Max was just fantasizing as Smythe and Max are stood in the same position]
Alistair Smythe: Now get to work.
[Smythe turns and walks off]

[Max enters the elevator]
Kari: What floor, please?
Max Dillon: Seventy-four.
Kari: Thank you.
[just as the elevator doors are closing Gwen calls out]
Gwen Stacy: Oh, hold that!
[Max holds the elevator doors open for Gwen to enter]
Max Dillon: I got it.
Gwen Stacy: Thank you, you’re a gentleman. Most people would have just let the doors close.
Max Dillon: Yeah, well, most people don’t notice other people.
Kari: What floor, please?
Gwen Stacy: Um, sixty-three…
Max Dillon: I got it. What is it?
Gwen Stacy: Uh, sixty-three.
[to Kari]
Max Dillon: Sixty-three, please.
Kari: Thank you.
Max Dillon: In a hurry.
Gwen Stacy: Thank you.

Max Dillon: Um, I’m, uh, Max. Max Dillon.
Gwen Stacy: I’m Gwen. Nice to meet you.
Max Dillon: Nice to meet you.
Gwen Stacy: Is it your birthday?
[referring to the flyer in Max’s hand]
Gwen Stacy: The…
Max Dillon: Oh, yeah! Well, I, a friend of mine made this flyer. I’m having a birthday party in a big club, a lot of celebrities.
Gwen Stacy: Wow.
Max Dillon: I would like to invite you, it’s just that the guest list is closed.
Gwen Stacy: Oh, got it.
Max Dillon: Yeah.
Gwen Stacy: Got it. Well, thank you, anyway.

[Gwen and Max notice the news on elevator monitor about Spider-Man saving people from a fire]
News Reporter: …this guy, dressed up as Spider-Man, hanging out near the blaze
Max Dillon: It must be cool, huh? To have the whole world look at you like that. You know Spider-Man saved my life one time. Out of all the people in the whole city, he saved me. He said he needed me.
Gwen Stacy: It must be a good feeling.
Kari: Floor sixty-three.
[just then the elevator stops and the doors open]
Gwen Stacy: Oh, it was nice to meet you, Max.
[Gwen, steps out of the elevator and walks off, Max suddenly realizes she called him by his name]
Max Dillon: Wait! She remembered my name!
[as he goes to follow her out of the elevator the doors close in his face]

[Menken drives Harry Osborne to his father’s house]
Donald Menken: Welcome home.
[they walk up to Norman Osborn’s bedroom door]
Donald Menken: It’s dark in there. Your eyes will adjust. It’s better this way.
[Menken opens the door and Harry steps into the dark room which has machines helping Osborn stay alive, Harry walks over to the bed and opens the curtains and notices Osborn’s skin is discolored]
Harry Osborn: Dad.
[Harry sits by the bedside]
Norman Osborn: This is not how I imagined I would die, looking at my son and seeing a stranger. You had such potential, Harry. Such fierce intelligence, and you’re throwing it all away.
Harry Osborn: No, you threw me away. You kicked me off to boarding school when I was eleven. On my sixteenth birthday you sent me scotch, or one of your assistants did. I’m pretty sure because the card read, “With compliments, Norman Osborn.”
Norman Osborn: I don’t expect forgiveness from you anymore. I don’t believe in miracles. How could you possibly understand that you’re a child who I’d had to be sacrificed for something greater. And not just for me, for you! Are your hands started to twitch yet? When you lay awake and you feel it coming, hiding under your skin, waiting to show itself. To show you who you really are!
[Osborn coughs]
Norman Osborn: Retroviral hyperplasia. I never told you, but its genetic. Our disease. The Osborn curse. And it began at your age. Let me see it. Your hand, give it to me.
[Harry slowly gives his hand to Osborn who holds it in his claw like hands]
Norman Osborn: The greatest inheritance I can give you isn’t merely money, it’s this.
[he places a small drive in Harry’s hand]
Norman Osborn: A sum total of all my work, everything I did to stay alive. Maybe you can succeed where I failed.
[Harry holds the drive in his hand]

[Peter is sat in a coffee shop writing an email to his boss at the Daily Bugle with a photo of himself in his Spider-Man suit swinging away from a building]
“Dear Mr. Jameson. New pix and invoice enclosed. I think you should consider that maybe Spider-Man is trying to help. Sincerely, Peter Parker.”
[as soon as he sends the email he sees a reply from Jameson pop up with the subject heading “Wrong!!!”, just then Peter sees the news reporting Osborn’s death]
News Reporter: News just in, Norman Osborn, the legendary founder and CEO of OsCorp Industries has died. The Osborn estate has confirmed he is survived by his only son, Harry Osborn, who is the sole heir of the OsCorp corporate empire…
Peter Parker: Harry.
News Reporter: Osborn fundamentally changed the medical professions approach to human healing and effected the lives of millions.
[a footage of Norman Osborn giving a presentation is shown]
Norman Osborn: I started OsCorp because I looked at the world around me and I thought, we can do better, and we should do better. Einstein said the world cannot be changed without changing our thinking. But change isn’t just a slogan, it begins with hard work. Change begins with persistence and commitment.

[at OsCorp the department head is giving a speech to the employees which includes Gwen]
OsCorp Department Head: Mr. Osborn changed the world, and now it’s up to each of us to ensure that his hopes and dreams remain alive. But not today. Today…
[just then Gwen’s phone rings]
Gwen Stacy: Hello?
Oxford University: Is this Gwen Stacy?
Gwen Stacy: Yes, it is. Who’s calling?
Oxford University: I’m calling from the Oxford Scholars Program, we have some exiting news.

[as Dillon goes to get in the elevator to leave for the day]
Alistair Smythe: Woh. Dillon, you stay here.
Max Dillon: What?
Alistair Smythe: Theres a current flow problem in the genomics lab. Why don’t you stay and take a Look at that?
[Smythe turns to get into the elevator]
Max Dillon: But it’s my birthday. Everybody else is leaving, why do I have to stay?
Alistair Smythe: Because you’re special.
[Smythe steps into the elevator]
Max Dillon: Smythe, I mean, Mr. Smythe.
Alistair Smythe: Happy birthday.
[the elevator doors close and Max is left alone]

[Max enters the lab where there’s large tanks with eels floating inside]
Kari: Bio electrogenesis. The generation of electricity by living organisms to prevent…
[to the eels floating in the large tanks]
Max Dillon: Hey, guys. At least somebody’s partying.
[he looks at the monitor displaying Kari and it sees the screen cutting out, he looks up to see wires sparking]
Max Dillon: You’re just a little sick. Mm-hmm, I got your medicine though.
[he starts climbing up the steps to get to the wires hanging from the ceiling]
Max Dillon: And on my birthday. After all I’ve done for this company, designed and created.
Kari: Warning…
Max Dillon: I know. I bet you didn’t know it was birthday, huh, did you, Kari? Think you could sing Happy Birthday for me? Well, I’ll just have to sing it for myself.
[he calls one of his colleague’s for assistance]
Max Dillon: Gilbert?
Gilbert: What?
Max Dillon: It’s Max. Can we shut down, uh, power on sector, uh, thirty-two, please?
Gilbert: Forget it, I’m out the door.
Max Dillon: What do you mean? Listen, I’m up here, it’s dangerous.
Gilbert: Sorry, Max.
[the line goes dead]
Max Dillon: Hello?
[there’s no reply]
Max Dillon: Alright, I’ll do it myself. And I’ll sing Happy Birthday to myself.

[Max climbs onto the edge of railing to get to the wires and starts to repair them]
Max Dillon: Happy Birthday, to me. Happy Birthday, dear Max. Happy Birthday, to me.
[he holds the end of the two detached wires and attaches them to each other as he goes to put them in place suddenly he gets electrocuted, loses his balance and falls into the eel tank where the eels attack Max and he mutates into a living electric generator]
Kari: System restored. Have a nice day.

[Harry is in a meeting with the OsCorp board members]
Donald Menken: Harry, OsCorp’s been under intense public scrutiny in the wake of Dr. Connor’s recent, uh, breach of trust.
[Harry twirls the drive Osborn had given to him before he died in his hand]
Harry Osborn: You mean people are pissed off cause he tried to turn everyone in New York City into giant lizards.
Donald Menken: Given that, all the animals hybrid programs he was involved in were destroyed to restore investor confidence.
Harry Osborn: Ah, that is the Osborn way. Whatever’s inconvenient around here just get rid of it, right?
Donald Menken: Much of that scrutiny may fall on you now. We felt that plausible deniability was your best option.
Harry Osborn: Sure, sure. I get it. Twenty year old kid, two hundred billion dollar company. What was Dad thinking? I mean, you’re all lawyers, right? Surely someone must have questioned his sanity in the end. Someone must have thought about having him declared legally incompetent, it would have made this conversation a lot easier…
Donald Menken: Harry…
Harry Osborn: It’s Mr. Osborn. We’re not friends.

[Harry notices his father’s assistant, Felicia, at the end of the meeting table]
Harry Osborn: Hi. You were his assistant, right?
Felicia: Mm-hmm.
Harry Osborn: What’s your name?
Felicia: Felicia.
Harry Osborn: Felicia, from now on everybody at this table works for Felicia, because Felicia works for me. Would anybody like to speak up?
[there’s an uncomfortable silence around the meeting room table]
Harry Osborn: Well, good. Then you can all keep your jobs a little longer.
[they are then interrupted by the butler entering to speak to Harry]
Osborn Butler: Sir, there’s a Peter Parker here to see you.
Harry Osborn: Felicia, I want to see every file on this list. Every single one.
[Harry follows the butler out of the room]

[Harry notices Peter waiting at the bottom of the steps by the front door]
Harry Osborn: Peter Parker. It’s like seeing a ghost.
Peter Parker: Hi, Harry.
Harry Osborn: Random, what ten years?
Peter Parker: It’s eight. Close.
Harry Osborn: What’s up?
Peter Parker: I saw the news, man. I heard about your Dad and I wanted to come and, just wanted to come and see you and check that, to see how you’re doing.
Harry Osborn: I’m, uh, I’m with some people. I’m in a, I’m in a meeting.
Peter Parker: I’m sorry. Um, I don’t want to intrude. I know it’s been a long time and I kind of know exactly what you’re going through right now. And you were so there for me when my parents, that’s why I’m, I’m here for you.
Harry Osborn: Thank you.
[there’s an awkward silence]
Peter Parker: It’s good to see you, man. It’s good to see you.
[Peter starts walking towards the front door]
Peter Parker: I’m sorry about your Dad.

[as Peter goes to leave]
Harry Osborn: You’ve got your braces on.
[Harry chuckles]
Harry Osborn: Now there’s nothing to distract from your unibrow.
[they both laugh]
Peter Parker: There he is. There he is. Do you still blow dry your hair every morning?
Harry Osborn: Um, you know, one of my man servants holds the hair dryer, but I work the comb. Okay, so, at least I’m not completely helpless.
[Peter goes over to Harry and they embrace each other]

[Peter and Harry take a walk in the park as they catch up]
Harry Osborn: After graduation I went to Brazil then Singapore.
Peter Parker: That’s right, yeah.
Harry Osborn: Yeah. And then Europe, you know? I went to Europe.
Peter Parker: I saw you.
Harry Osborn: What do you mean you saw me?
Peter Parker: I saw you in some magazine with some French supermodel. You know what I’m talking about?
Harry Osborn: Yeah, yeah. I do.
[they both laugh]
Harry Osborn: The whole model thing is so exhausting.
Peter Parker: I know.
[they laugh again]
Harry Osborn: What?

Harry Osborn: You got a lady?
Peter Parker: Uh, that’s a question. That’s a question.
[Peter pauses before continuing]
Peter Parker: No, I don’t. Yeah. I don’t know, it’s, uh, I don’t know. It’s complicated.
Harry Osborn: Yeah, I don’t do complicated.
Harry Osborn: Uh, what’s her name? Who is she?
Peter Parker: Her name’s Gwen. Gwen Stacy.
Harry Osborn: Gwen Stacy.
Peter Parker: She works for you.
Harry Osborn: Really? She works for me?
Peter Parker: At OsCorp. She does work-study at OsCorp.
Harry Osborn: Is she a model employee?
[they both laugh]

[Peter and Harry are throwing pebbles into the river]
Harry Osborn: When my father sent away me I tried to forget everything about this place. I guess that kind of included you.
Peter Parker: You ain’t got to explain anything to me, man. We both got dumped.
Harry Osborn: Did you ever figure out why your parents bailed?
Peter Parker: My Dad left a briefcase. That’s all I got, a briefcase full of junk. Whatever, I don’t know. I try not to think about it.
Harry Osborn: How’s that working out for you?
Peter Parker: Perfectly.
[Peter throws a pebble across the water, it bounces off the water several times before sinking]
Harry Osborn: Nice arm!
Peter Parker: It’s just the wrist, that’s all. Just all in the wrist, buddy. You could do it too, if you just strengthen up that…
Harry Osborn: Yeah, right.

[we see black van parked nearby monitoring Peter and Harry’s conversation]
Harry Osborn: You got to admit though, things have gotten crazy around here, man. Giant lizards, and… Spider-Guys.
Peter Parker: Just one guy, just one Spider-Man, or woman. We don’t know for sure.
Harry Osborn: Whatever, dude. He wears spandex to rescue kittens from trees. I’m so impressed.
Peter Parker: I like to think he gives people hope.
Harry Osborn: For what?
Peter Parker: Maybe eventually everything’s going to be alright.
Harry Osborn: Yeah, I just wish I had time for eventually.

[in the van Menken and his goon look at a picture of Max]
Donald Menken: Who was he?
Man in Black Suit: Maxwell Dillon, electrical engineer. No associates or friends to speak of. He submitted specs for the grid, that we appropriated. The guy was invisible.
Donald Menken: Wall Street’s nervous enough with that child Harry taking over. We’ve got to find a way to get him out. In the meantime, if the press gets hold of this accident, our stock will crater. So make sure that this Mr. Dillon stays invisible. This could prove useful for us in the future.
[we see Max’s corpse laid out in a lab, suddenly in the midst of electrical interference, Max’s body reanimates in a shower of sparks, then electrical tools jump to life as Max uses his power, he then grabs a trousers and a hoody and stumbles out of the lab]

[as Peter is walking home he gets a call from Gwen]
Peter Parker: Hey.
[later as Gwen waits to meet him, Peter notices her from across the street and starts walking over to her crossing the busy street and a car nearly hits him]
Man in Car: Move over! Get out of the street!
[he finally makes it over to Gwen]
Peter Parker: Hey.
[they smile at each other]
Gwen Stacy: Hi.
Peter Parker: You look amazing.
Gwen Stacy: I’m sorry for the spontaneous hour, but it was kind of…
Peter Parker: No, I know. Spontaneous, it’s alright. You know?
Gwen Stacy: Well, I just figured it was time. You know? Time that we try to be friends.
Peter Parker: Yeah. Friends. Yeah, that’s okay.
Gwen Stacy: I just don’t want us to be complicated.
Peter Parker: I was just saying that to someone, I hate complicated.
Gwen Stacy: Keep it simple.
Peter Parker: Okay. Great. Great. Yeah, yeah, yeah. Alright.

Peter Parker: Well, I mean,if, uh, if we’re going to be friends, then we got to, we got to establish some ground rules
Gwen Stacy: Some ground rules?
Peter Parker: Yeah. Some ground rules.
[Gwen laughs]
Peter Parker: Like that.
Gwen Stacy: Like what?
Peter Parker: That laugh, that laugh. That’s off the table.
Gwen Stacy: My laugh is off the table?
Peter Parker: That laugh is off the table. You got to figure out a more annoying laugh.
[Gwen tries to do an annoying laugh]
Peter Parker: That’s still adorable.
Gwen Stacy: That was not adorable. That wasn’t adorable.

Gwen Stacy: Okay I have a ground rule.
Peter Parker: Oh, good.
Gwen Stacy: Um…
Peter Parker: What is it?
Gwen Stacy: Uh, don’t tell me that I look amazing with your big brown doe eyes. Okay? I’m really serious about that one.
[Emma rubs her nose]
Peter Parker: Oh, no.
Gwen Stacy: What?
Peter Parker: I just figured out the next ground rule.
Gwen Stacy: What?
Peter Parker: No more of this…
[he rubs his nose like she just did]
Peter Parker: No more, no more of this nose rub you do.
Gwen Stacy: This.
[she rubs her nose again]
Peter Parker: Don’t think I haven’t noticed.
Gwen Stacy: What am I supposed to do? It’s allergy season.
Peter Parker: This is killing me. I got it, you’re just spitting in the face of my ground rules. I’m out.
[playfully he turns to leave]
Gwen Stacy: Come on!
[Peter walks back to her]
Peter Parker: First we get ice cream, and then I’m out.

[as Max steps into the street the car alarms start going off, he touches the head light on one car and sucks the electricity out of it, then he looks up and sees the city as a matrix of electrical energy and starts heading towards Times Square; back to Peter and Gwen eating ice cream as they walk]
Gwen Stacy: Um, yeah. So I did that, and I got completely addicted to this place that has Korean meatballs.
Peter Parker: Yeah.
Gwen Stacy: Have you been there?
Peter Parker: No, I don’t know.
Gwen Stacy: It’s mind blowing.
Peter Parker: It’s the place on 6th. I know, you love it there.
Gwen Stacy: How do you know that?
[Peter looks away trying to avoid answering the question]
Peter Parker: Hm?
Gwen Stacy: How do you know I love it there?
Peter Parker: Cause, um, cause you told me.
Gwen Stacy: It just opened last month.

Gwen Stacy: Have you been following me?
[Peter doesn’t reply]
Gwen Stacy: I knew it. How often?
Peter Parker: Just once a day, sometimes. Sometimes more.
Gwen Stacy: Oh, boy. Why? To make sure I’m safe?
Peter Parker: Yeah. And because it’s the closest I can get to being with you.
[Peter leans close to her and touches his forehead to hers]
Gwen Stacy: I’m moving to England.
[Peter looks at her in shock]
Peter Parker: What?
Gwen Stacy: Yeah. I’m, I have a, um, I’m up for a scholarship to Oxford in molecular medicine, and it’s between me and this other kid. And there’s this oral exam that we have to do and he’s like a freshman in college, but he’s fourteen and, um, and it’s, it could be him, but it might be me. I hope it’s me. And I’m going to go to, going to be moving to England.
Peter Parker: Wow.
Gwen Stacy: Yeah. And I’m really excited.
Peter Parker: That’s, uh, England.
[just then Peter’s spider sense triggers, he turns to looks to Times Square, then as Gwen turns to Peter she sees he’s gone leaving only his shoes behind]

[in Times Square Max grabs a power outlet to draw in the energy, a cop notices him and calls for back up]
Times Square Cop: Mason, I need a ten-eighty-five. Send out units to the south end
corner of Duffy Square.
[to the people walking near Max]
Times Square Cop: Everyone, get out the way, please! Get out the way!
[the people around Max quickly back away]
Times Square Cop: Sir! Get your hands away from the cables, right now! Sir, get your hands away from the cables! Let me see your hands, please!
[as Max looks at he cop the cop draws his gun and points it at Max]
Times Square Cop: You stay right where you are! Do not move!
[Max stands and starts to back away]
Times Square Cop: Freeze! Get down, on the ground!
[as Max steps into the street suddenly a big truck bounds towards him beeping its horn, Max inadvertently flips a big truck with his electromagnetic powers]

[Max is suddenly surrounded by police cars]
Times Square Cop: Get down on the ground, now!
[Max looks round with fear]
Times Square Cop: Get down on the ground, now!
Max Dillon: It’s not my fault! Stop! Please…
Times Square Cop: Repeating. Get down on the ground, now! For your own safety…
[Max suddenly notices himself on the big TV monitors around Time Square]
Max Dillon: Oh, my God. They see me. They see me. They see me. They see me.
[one of the cops starts dropping tear gas near Max]
Max Dillon: No!
Times Square Cop: On the ground, now!
Max Dillon: No, stop! Don’t do that! Please! Wait, it’s not my fault! It’s not my fault! I said stop!
[as the gas starts to overwhelm him Max’s emotions explode triggering a wave of energy that flips the squad cars, just as one car is about to land on a cop, Peter swing in and catches the car in time]
Peter Parker: I’m glad you’re not one of those cops that rides a horse.

[the cops start shooting at Max, but Max’s powers just deflect the bullets]
Swat Team Leader: All team members, hold your fire and wait for my call!
[Peter throws the cop car aside]
Swat Team Leader: Hold your fire! I repeat, hold your fire and stand down!
[the cops stop shooting at Max]
Max Dillon: Stop. Stop it.
Peter Parker: Yoh, Sparkles!
[Max looks over to Peter]
Peter Parker: Hey, how are you doing?
Max Dillon: That’s you?
Peter Parker: Yeah, I know it’s me! Who are you?
Max Dillon: You don’t remember me?
Peter Parker: No, should I?
Max Dillon: I walked into the street, the car almost hit me. You swung me up, you saved me! You said you needed me.
Peter Parker: The guy, you’re the guy with the blueprints.
Max Dillon: Yes, blueprints.
Peter Parker: Yes, I remember you. Of course I remember you, you’re my eyes and ears.

[Peter starts walking towards Max]
Peter Parker: Uh, what’s, what’s your name again?
Max Dillon: How could you forget me?
Peter Parker: No, I do. I know it. I know it, don’t tell me.
Max Dillon: It’s Max.
Peter Parker: Is it Max?
Max Dillon: Yes.
Peter Parker: I’m sorry, I didn’t recognize you with the, you look different. How are you?
Max Dillon: I don’t know what’s going on with me.
Peter Parker: I can see that. I can, I believe you.
Max Dillon: It’s strange. The power, that I got so much, I got so much anger.
[we see Gwen making her way through the crowd to watch what’s happening]
Peter Parker: I can see that. I can see you don’t want to be here. I can see you’re scared. I can see you don’t know what’s happening to you. I can see that you don’t want to hurt anybody. You’re going to be alright.
[at the same time we see a sniper aiming to shoot at Max from above a building]
Sniper: I’ve got a clear shot. Standing by.

Max Dillon: I don’t want them shooting me anymore.
Peter Parker: They’re not going to shoot you.
[to the cops]
Peter Parker: You guys, this is my buddy Max! I told you about Max. No one shoots at Max!
[as she watches on the monitors with worry]
Gwen Stacy: Please.
[to Max]
Peter Parker: You and me, okay? It’s just between you and me talking…
[as Max takes a step towards Peter there’s a surge of electricity]
Peter Parker: Woh! Stay right there, stay right there. Just be careful with the grid and the electricity. Just…
Max Dillon: I just, I just wanted them to all see me.
[to the sniper through his radio]
Lead Officer: If he makes a move, you take that shot.

Peter Parker: How about you come with me, we’ll go somewhere, we’ll talk away from these people, okay?
Max Dillon: Yeah. I guess…
[as Max takes a step back his body produces a surge of electricity which immediately makes the sniper shoot at him]
Peter Parker: No! Stop! Stop!
[in a surge of anger Max uses his power to take the sniper down, Peter goes to stop him by using his web but Max deflects it and uses his powers on Peter to throw his aside, then as one of the giant monitors is about to drop on a cop Peter manages to save the cop by using his web to pull him aside, the crowd cheers for Peter]
Crowd: Spidey! Spidey! Spidey! Spidey…
[Max starts hearing the crowd calling him names]
Man in Crowd: You stupid freak!
[Max sees the crowd booing him]
Woman in Crowd: Electro dummy!
[as Max watches the crowd his inner dialog goes into overdrive]
Max Dillon: He lied to me, he shot me…
[to the crowd]
Max Dillon: Shut up!
[Max notices the big monitors are now showing Peter]
Max Dillon: You’re so selfish.

Peter Parker: Stay with me Max.
Max Dillon: You set me up.
Peter Parker: No, I didn’t set you up.
Max Dillon: You lied to me!
Peter Parker: No, I’m trying to help you! Let me help you!
[Max suddenly touches the power grid on the ground sending a surge of electricity across the street which throws Peter in the air, but Peter manages to use his web to save the people standing nearby before they get electrocuted, the crowd cheers for Peter again]
Max Dillon: It’s my birthday, now its time for me to light my candles!
[he uses his power to try and take down Peter, but Peter deflects all his shots, getting angry Max grabs some electrical cables, jacks them into his chest which sucks the electricity into his body taking all the light out of Times Square, then Max starts blasting his power across Time Square tearing to shreds sending the crowd running for their lives]

See more The Amazing Spider-Man 2 Quotes

[into his radio]
Times Square Cop: Does anyone have visual on Spider-Man? Does anyone have visual on Spider-Man?
[as Max continues to send blasts of electricity across the square suddenly Peter blasts with him with a fire hose spray which disrupts Max’s powers and sends him down]
Peter Parker: Alright, that’s enough.
[to the firemen helping him]
Peter Parker: Mike. Big John. Nice work, fellas. It was a pleasure doing business with you.
[as Max lies on the ground]
Max Dillon: Spider-Man…
[Peter swings over to Gwen]
Peter Parker: England? Really?
[a car explodes behind Peter as they look at each other in silence, then Peter sighs, turns and walks away]
Gwen Stacy: Good talk.

[as Peter goes home to get out of his suit he notices his dad’s briefcase in his closet, he throws his suit over it and goes to lie down in bed and watches the news]
NY1 News Anchor: Our coverage of this breaking story begins with New York 1 Jessica Abo, at the scene.
NY1 Reporter: That’s right, we’re standing here with two eyewitnesses, who are going to tell what they just saw.
[turning to the two eyewitnesses]
NY1 Reporter: So tell us, how do think Spider-Man did it? How do you think he beat this creature?
Times Square Bystander: Yeah, it’s got to be rubberized, Spidey’s suit, that, that’s why he didn’t get electrocuted. Probably some kind of neoprene, that’s what I’d use, honestly.
[Peter takes his phone out and looks at a photo of himself and Gwen, he throws it aside in frustration]
NY1 Reporter: Okay, well, thank you very much to the two of you. As you can tell, so many questions remain unanswered. But we will bring you the latest information as it becomes available. For now, Jessica Abo for New York 1…
[Peter looks at his busted web shooter then throws that back on the table, he lies down to listen to some music but becomes restless and instead takes his dad’s briefcase out, empties the contents and sees the word “Roosevelt” on a notepad and starts to research the word on the internet, he then sticks up all the clippings he has on his parents on his wall and includes the photo of himself with Gwen and under it he’s written “Do I have to lose you too????”]

[Harry is sitting in his office listening to news coverage as he fiddles with the drive his father left him]
NY1 News Anchor: Online polls show a sudden uptick in public sentiment in favor of the web-crawler. Tonight it would seem New York City owes him a debt of gratitude.
[Harry feels an itch on his neck and as he reaches to scratch it, the drive pricks his finger, he drops it onto the desk and suddenly initiates the desktop display and Harry begins to access the information on the drive about a secret battle armor]
Kari: Next generation of military body armor. Features include, enhanced mobility, battlefield injury repair, direct nervous system interface.
[he then finds footage of Richard Parker with Norman Osborn explaining their research]
Richard Parker: So the common household spider, uh, unlike human cells, there’s a containment power to self heal, from severe infection, tissue damage, etc. We’ve used a radioactive isotope with compatible human DNA.

[we see Peter trying to repair his web shooter by watching YouTube videos]
Dr. Jallings: Welcome to, Dr. Jallings Science Investigator. Today we’re going to be talking about electricity! Batteries, insulators, electromagnetic currents. Batteries can withstand a lot of incoming charges. The more powerful the battery, the bigger the charge it can withstand. But if the incoming charge exceeds the outgoing charge, the battery might explode! Explode! Boom!
[just at that moment as Peter is experimenting on his web shooter it explodes]
Dr. Jallings: When doing experiments like this, always wear protective gear. You’re not invincible.
Peter Parker: We’re going to need a bigger battery.
[we see Peter experimenting using different size batteries and wearing scuba diving gear for protection, the last experiment he does using a large battery causes a fire which he has to put out using a fire extinguisher]

[the next morning Peter’s phone rings, he uses his web shooter to retrieve it but instead grabs a spanner and hits himself in the head, then he uses his web shooter again to get the phone]
Peter Parker: Hello?
Harry Osborn: Pete, its me.
Peter Parker: Hi, Harry. What time is it?
Harry Osborn: Uh, late, early. I don’t know, I’ve been up all night. I need to see you.
Peter Parker: You alright?
Harry Osborn: Not really, Pete. I’m dying, but I think you can help save my life.

[in Harry’s office, Peter and Harry are watching the footage of Richard Parter and Norman Osborn explaining their spider research]
Norman Osborn: You’re looking at the world’s first Human-Spider hybrids.
Richard Parker: And the hope is to extract the venom from their glands and turn that into a cure. An agent that heals diseased cells.
Norman Osborn: And if I can be cured, imagine what this could do for other diseases like Alzheimer’s, even cancer.
[Harry stops the footage]
Harry Osborn: They never made it to human trials. It’s fourteen years of research and nothing to show for it. Except maybe this.
[he throws the newspaper down on the desk which shows photo of Spider-Man on the front page]
Harry Osborn: Spider-Man.
Peter Parker: What about him?
Harry Osborn: He was bitten by one of those things and it worked! I don’t know how, and I don’t know why, but he can do everything else a spider can, including self heal. I need to find him. I need his blood.
[at the same time Gwen starts looking through OsCorp files to find Max Dillon as she thinks that he’s the creature that attacked the city]

Peter Parker: You, Spider-Man’s blood?
Harry Osborn: It’ll save my life.
Peter Parker: It may not, Harry. It may not be that simple. You saw what happened to Curt Connors, right?
Harry Osborn: Connors was weak. This is me, Peter.
Peter Parker: I don’t think you can just set up a vein and have him donate. I mean, sure he’s sensitive about…
Harry Osborn: Sensitive, sensitive…
Peter Parker: About people shoving needles and, and…
Harry Osborn: Alright. Okay, well then maybe you could just sensitively tell me where he is and I will go ask him myself.
Peter Parker: What?
Harry Osborn: You took his picture, so you know him.
Peter Parker: Harry, I took a picture from a long way away, I used a long lens. I don’t know him.
Harry Osborn: I put together what you said at the river.
Peter Parker: What did I…?
Harry Osborn: About how he gives people hope. Come on.
[we see the man that was following Harry and Peter earlier becoming aware that someone has accessed the OsCorp central server to find information on Max, then it cuts to Gwen who finds the system has no information on Max and her search suddenly becomes blocked]

[back to Harry and Peter]
Harry Osborn: Just say yes.
[conflicted, Peter rises from his seat and turns away from Harry which makes Harry angry]
Harry Osborn: Don’t turn your back on me! I do not want to end up like my father, Peter. Please. Peter, please. I can’t.
[looking distraught, Harry embraces Peter]
Harry Osborn: Please.
Peter Parker: I’m going to try and find Spider-Man.
[Peter then turns and leaves]

[as Gwen continues her research on Max suddenly OsCorp security shows up with the man in the black suit]
OsCorp Employee Male: What’s security doing over here?
OsCorp Employee Female: That’s so weird.
[Gwen turns to look at and sees them looking at her, she quickly gets up from her desk and starts to leave but the man in the black suit follows her]
Man in Black Suit: Hey! Miss Stacy!
[as Gwen is trying to quickly get away from security she suddenly trips and bumps into Peter who’s leaving from his meeting with Harry]
Gwen Stacy: Hi.
Peter Parker: Hi.
Gwen Stacy: What are you doing here?
Peter Parker: What are you doing here?
[she grabs his hand and takes him into a maintenance room to hide, she watches the man in black suit through the door panel]
Man in Black Suit: She’s not here. check another floor!
OsCorp Security Guard: Yes, sir!

[as they’re hiding in the maintenance room]
Peter Parker: You’re in trouble?
Gwen Stacy: Yeah.
Peter Parker: Who’s that guy?
Gwen Stacy: There was an accident in the genomics lab and they’re covering it up. And I found out that guy from Times Square last night, I met him. He was an electrical engineer in the building, and he loved Spider-Man, by the way. He was like a fanatic.
Peter Parker: I didn’t get a love vibe last night, I got more of a wanting him to kill me with his electricity vibe.
Gwen Stacy: That’s actually kind of what it’s like to love you. I was searching for him on the computer and all the files is erased, he’s completely erased.
Peter Parker: That’s OsCorp.
Gwen Stacy: And what about you? Why are you here?
Peter Parker: Harry.
Gwen Stacy: Osborn?
Peter Parker: He’s dying.
Gwen Stacy: What do you mean?
Peter Parker: He’s dying. And he thinks the only thing that’s going to save his life is my blood, is Spider-Man’s blood. And as far as I know if I give it to him, it could kill him.
Gwen Stacy: Or something worse.
Peter Parker: Yeah.

Peter Parker: This is the maintenance closet.
[Gwen is distracted looking through the door panel]
Peter Parker: Gwen? The most clichÃ©d hiding place you could have chosen. This is the, this is the stupidest hiding place.
Gwen Stacy: I’m sorry, I didn’t take us to the Bahamas of hiding places.
Peter Parker: Listen, listen, I got to talk to you about England I guess, because I don’t…
[he kisses Gwen]
Gwen Stacy: You just kissed me.
Peter Parker: I know. I’m sorry, I couldn’t help it. How did you like it?
Gwen Stacy: It felt a little bit rushed.
Peter Parker: I know. I know, I know. This the plan, to get to the elevator I’m going to distract them. Okay?
Gwen Stacy: Okay.
Peter Parker: Okay.

[Peter and Gwen exit the maintenance room, Gwen heads to the elevator with Peter following behind her, Peter then uses his web shooter to grab a cup of coffee from the nearby trolley, he waits as the man in black suit comes round the corner and bumps into him dropping the coffee all over him]
Man in Black Suit: Goddammit!
Peter Parker: I’m sorry. I just spilled coffee all over you.
[Peter drops to his knees to wipe the coffee and manages to trip one of the security guards coming up behind him then as he stands he throws the rest of the coffee onto the second security guard]
Peter Parker: I didn’t do that! Oh, and you too!
[he then forces the man in black suit’s jacket down his arms as he sees Gwen by the elevator]
Man in Black Suit: Stay right there! Stay right there!
[Gwen enters the elevator as Peter continues to take the man in black suit’s jacket off]
Peter Parker: Wait, wait, wait, wait! Wait!
[the security guards go after Gwen but they are too late as the elevator doors close]
OsCorp Security Guard: Hey! Stop!
[Peter then taps the man in black suit hard on the back making him fall as he’s also tied his shoe laces together]
Peter Parker: Alright! On your way.
[Peter turns and walks off]
Peter Parker: I’m sorry, I’m all thumbs today!

[as Gwen is catching her breath in the elevator she hears Harry behind her]
Harry Osborn: Gwen Stacy.
[Gwen jumps in fear as she turns to see who it is]
Gwen Stacy: Oh, my God! I’m sorry.
Harry Osborn: Sorry.
Gwen Stacy: It’s okay.
Harry Osborn: Uh, I’m Harry.
Gwen Stacy: Yeah.
Harry Osborn: I’m an old friend of Peter’s.
Gwen Stacy: Yeah, I know who you are. Sorry. I was kind of rushing.
Harry Osborn: No, I’m, uh, I’m sorry he never introduced us, I thought you two had broken up.
Gwen Stacy: Oh, yeah. Yes. We had, it’s…
Harry Osborn: It’s complicated.
Gwen Stacy: Complicated, yeah.
Harry Osborn: I mean, it’s Peter. Everything’s always complicated with Peter.
Gwen Stacy: Yeah. Yeah, it’s, yeah, you’re right.
Harry Osborn: But that’s why he needs you. Right? To help him make his choices clear.
[just then the elevator reaches it’s destination]
Gwen Stacy: Nice to meet you, Harry.
Harry Osborn: Yes, it’s such a pleasure.
[Harry watches as Gwen walks out of the elevator]

[we see Max is being kept at Ravencroft Institute for the criminally insane where he’s been strapped to a device and brought to Dr. Ashley Kafka with Menken watching in the background]
Dr. Ashley Kafka: You’ve been in a terrible accident. I’m Dr. Kafka, I’m here to help you.
Max Dillon: Of course you are, Doc. That’s why you’re preparing military grade Biostim electrodes. High intensity capacitors, the kind they make at OsCorp. All of this because you’re trying to help me.
Dr. Ashley Kafka: You are correct. I’m here to study you, to understand what you are, why you are. And I will get results.
[Kafka uses the electrodes on Max causing him pain]
Dr. Ashley Kafka: I always do.
Max Dillon: You do realize you’ve locked me in a prison that runs on electricity.
[Kafka chuckles and nods his head]
Max Dillon: I can feel it in the walls, I can feel it in my veins. No matter what you do, Doc, you can’t contain it. It’s a force of nature. Like me.
[Kafka laughs as he electrodes on Max with a higher intensity]

Max Dillon: You want to know how powerful I am?
Dr. Ashley Kafka: Yeah!
Max Dillon: Well so do I!
[Kafka continues to increase the electrode intensity on Max to test his power]
Dr. Ashley Kafka: Good! Good!
Max Dillon: I’m dying to know. But, Doc, you better make damned sure you kill me this time. Because if you don’t, I’m going to kill the light so everyone in this city is going to know how it feels to live in my world. A world without power, a world without mercy, a world without Spider-Man. And everyone will able to see me for what I truly am.
Dr. Ashley Kafka: And who are you?
Max Dillon: Don’t you know? I’m Electro.
[suddenly electricity shoots out of his body cracking Kafka’s glasses]
Computer: Warning. Electrical capacity has been reached. Initiate lockdown procedure immediately.
Dr. Ashley Kafka: Very impressive, Electro.
Computer: Lockdown initiated.
[Max’s is then lowered into water to disrupt his power]

[Aunt May is sitting in Peter’s room looking at the wall of information he’s created about his missing parents]
Peter Parker: Aunt May?
[Peter enters his room]
Peter Parker: What are you doing?
Aunt May: When did you do this?
[Peter pauses before replying]
Peter Parker: There’s something you’re not telling me, Aunt May. Every time I mention my parents your eyes go down. I know that you’re not telling me something, you lie to me. I know you love me…
Aunt May: I don’t know…
Peter Parker: I know you love me, but you do. Aunt May, Aunt May. You have to tell me, Aunt May. It’s my father.
Aunt May: Yes, he was your father, but that didn’t seem to stop him from leaving you here.
Peter Parker: I need the truth.

Aunt May: The truth is your parents left you here, on our door-step. And you were this little boy whose whole world was turned upside down with no explanation. We did the best we could, your Uncle Ben and I. I mean, who else was going to care for you and protect you and worry about you? Your father? No. I was the one who wiped your nose and made you brush your teeth and do your homework and washed your dirty underwear. Me! Your stupid, non-scientific aunt, who doesn’t know how to make ends meet, who has to take nursing classes with twenty-two year old kids so I can pay for you to go to college. And I don’t know how to do this without Ben! I don’t know how! And, and you’re dreaming about your perfect father, who was never here. No! No, I won’t tell you. You’re my boy. As far as I’m concerned, you’re my boy, and I won’t hurt you
[Peter kneels in front of her]
Peter Parker: I’m your boy, you’re my everything. You’re enough, you’re more than enough. That’s not what this is about. Don’t get that twisted. I love you so much.
Aunt May: I know.
[Aunt May begins to cry and Peter tries to comfort her]
Peter Parker: It’s okay. It’s okay.

Peter Parker: Aunt May, I need to know.
Aunt May: Alright. I’ll tell you everything I know. But it will hurt you.
Peter Parker: Okay.
Aunt May: A few days after the funeral two government men came to see us. They said, the genetic research that your father was doing with Norman Osborn was very valuable and that people would pay a lot for it, and that’s why he ran off with it. They said he was a traitor. I couldn’t believe it, Peter. They told us he betrayed his best friend, all of us, for the money.
Peter Parker: I don’t, I don’t get it. No. This doesn’t make sense.
Aunt May: Yes, I know. I know, I didn’t believe it either. I didn’t believe it…
Peter Parker: This doesn’t make any sense.
Aunt May: Peter, I don’t know. For so long I would play it over and over and over in my head, what had I missed? What had I missed? He was just this normal unassuming guy. He wore the same ratty lab coat for twenty years, he took the D train to work at seven every morning, came home at six every night. I don’t know. Maybe everyone has a part of themselves they hide. Even from the people they love.
[Peter turns away from her]
Aunt May: Peter. Peter.
[Peter stares ahead with tears in his eyes]

Peter Parker: Mr. Osborn.
[Harry who’s been sleeping on the couch wakes]
Peter Parker: Look up.
[Harry looks up and sees Peter in his Spider-Man suit as he glides down on his web from the ceiling]
Peter Parker: I think you’re looking for me.
[Harry smiles as he watches Spider-Man take a seat]
Harry Osborn: I cannot believe my eyes. Spider-Man.
[Harry gets up and goes to sit in the next seat to Spider-Man]
Harry Osborn: Just the man I wanted to see. You, uh, talked to Peter?
Peter Parker: Yep. I want to help you, Mr. Osborn. I really, really do. I can’t give you my blood, not right now.
[Harry looks visibly shocked and upset]
Harry Osborn: Excuse me?
Peter Parker: It’s too dangerous. If our blood is incompatible you could die.
Harry Osborn: I’m already dying. Your blood can’t make me die more.
Peter Parker: But it could do something worse.

Harry Osborn: Okay. Alright, how much?
Peter Parker: How much what?
Harry Osborn: How much do you want? You name it, you want a boat? You want a plane? You want money? How much do you want?
Peter Parker: I don’t want your money.
Harry Osborn: Come on, everybody wants my money!
Peter Parker: I don’t.
Harry Osborn: I thought, I thought you were supposed to save people. I thought that’s what you do, is you save people’s lives. You’re just, you’re just going to let me die.
Peter Parker: I’m trying to protect you right now.
Harry Osborn: No. No, you are not. You’re trying to protect yourself.
Peter Parker: Look, we just need a bit more time to figure out something else.
Harry Osborn: I do not have time!
[suddenly Harry throws his glass of drink, it smashes against the wall and a shard of broken glass hits Harry in the face making him wince in pain]
Peter Parker: I’m sorry.
[Peter jumps onto the window and leaves]
Harry Osborn: You’re a fraud, Spider-Man!
[we see Peter holding onto the wall next to the window as he listens to Harry smashing things and crying in frustration before he leaps away]

[as Gwen is heading into the building for her scholarship interview Peter suddenly jumps in and calls out to her]
Peter Parker: Hey!
Gwen Stacy: Hi!
Peter Parker: Hi, I got to talk to you for a second.
Gwen Stacy: I’m, I’m running late right now.
Peter Parker: Well, no, no, no. This is just going to take a second.
[Gwen turns and enters the building]
Gwen Stacy: I’m sorry. I’m sorry.
Peter Parker: Okay, babe. Okay, babe.
Gwen Stacy: I’m sorry. I’m sorry.
[Gwen walks down the foyer and Peter quickly follows after her and stops her]
Peter Parker: No, no, no! Just give me a minute! Just give me a minute! I just want to say one thing. I just want to say one thing and then I’m gone. Everything’s a mess.
Gwen Stacy: Ssh!
Peter Parker: Everything’s a mess.
Gwen Stacy: Ssh!

Peter Parker: My Dad, my Mom, everything I thought about them, lies! Ha! Lies, lies, lies, lies! And that doesn’t, that doesn’t make any sense any more. So here we are and I got to figure out what I’m going to do with Harry, because of course I want to save him, you know? I want to save him because he’s my best pal. And what, what if, what if my blood works? But what if it doesn’t? I don’t know! I got no idea!
[Peter starts laughing hysterically]
Gwen Stacy: Oh, God.
Peter Parker: I got nothing. I got nothing. The only thing I keep coming back to, Gwen, is…
British Desk Attendant: Miss Stacy, shall I take you upstairs?
Gwen Stacy: Yes, I’m so sorry. I’m so sorry. I’m already late. Can I just have one more minute?
British Desk Attendant: Okay.
Gwen Stacy: Thank you. I’m sorry.
[she looks at Peter]
Gwen Stacy: Um…
[Peter whispers]
Peter Parker: Where are we?
Gwen Stacy: I have to, I’m at my last interview for Oxford. Right now.
Peter Parker: Oxford? I had no…
Gwen Stacy: Yeah.
Peter Parker: Um, okay, well.

[Peter looks a the desk attendant]
Peter Parker: I’m sorry to bother you.
Gwen Stacy: What?
Peter Parker: Uh, my fair lady, but um, Madame, but, um, uh, who am I? I mean, who am I? I’m John Hopkins.
Gwen Stacy: What?
Peter Parker: I’m one of the young professors at Harvard and I’ve been trying to get her to be in my, be a part of my team for a while now. And she’s just the best person I know and a scientific genius.
Gwen Stacy: Okay.
Peter Parker: And, anyway, God save the Queen, and I’m sorry about everything happening right…
[looking really embarrassed Peter turns to leave]
Gwen Stacy: Peter, can you just wait for one second?

[Gwen goes after Peter]
Gwen Stacy: Peter. Peter! What do you want to say to me? What’s the one thing?
[Peter turns and looks at her but doesn’t reply]
Gwen Stacy: I have to go to England, Peter. It’s important to me. I mean, I don’t know, maybe we’re just, maybe we’re on different paths right now. You know? I don’t know. Maybe we’re just going different ways. I don’t know, I got to go. I got to go.
[she turns and starts walking away]
Peter Parker: Gwen.
[she turns to look at Peter]
Peter Parker: Good luck.
[Gwen smiles, turns and walks towards the desk attendant]
Gwen Stacy: Hi. Sorry.
[Peter watches Gwen as she follows the desk attendant to her interview]

[back in his room, Peter takes out his anger and frustration by tearing off the information he’d stuck to his wall about his parent, he then picks up his dad’s calculator and throws it against the wall, as it breaks subway tokens fall down from inside it, Peter picks them up and thinks back to what Aunt May told him]
Aunt May: He took a D train every morning at seven, came home at six o’clock every evening.
[Peter then starts looking up Roosevelt station on the internet and find an article about it, he reads it out loud to himself]
Peter Parker: “Roosevelt Secret Station: Track 61, a secret subterranean extension of New York’s D line train under Pershing Square was originally built to transport President Franklin Roosevelt away from the public eye to keep his Polio hidden from the America people.”
[Peter looks down at the subway tokens in his hands thoughtfully]

[at OsCorp Felicia walks towards Harry who is pouring himself drink]
Felicia: Mr Osborn, you alright? Is there anything I can get you or…?
Harry Osborn: Uh, not unless you can bring those spiders back to life.
Felicia: Spiders?
Harry Osborn: The ones that they destroyed. To restore investors confidence. Go home, Felicia. Take the day off.
Felicia: Harry, I think there may be another way to get what you’re looking for. I overheard Menken talking with one of our security heads. Before they destroyed the spiders they had the venom extracted.
Harry Osborn: Uh, what? What are you saying?
Felicia: That way they could comply with the lawsuits but still keep the data in case it ever became useful.
Harry Osborn: Where is it?
Felicia: Somewhere in the building, somewhere off books called “Special Projects”.

[Harry starts looking up Special Projects on the computer]
Kari: Special Projects. Most recent entry: one hour ago.
Harry Osborn: “Approved by Harry Osborn.”
Kari: Access Ravencroft archive.
[Harry looks through the file and finds the footage of Max when he had his accident]
Kari: File seven-one-three.
Harry Osborn: What the hell?
[Harry then finds another footage of Max after his accident being tested on by Kafka]
Kari: File seven-one. Subject: Dillon, Max.
Max Dillon: And I’m going to kill the light so everyone in this city is going to know how it feels to live in my world. A world without power, a world without Spider-Man.
Kari: Warning. Your user access has been revoked.

[the man in the black suit with Menken and two security guards enter Harry’s office]
Felicia: You can’t go in there, he’s busy.
[they ignore her and walk in]
Harry Osborn: What did you do?
Donald Menken: The more relevant question is what did you do? An employee is killed, and in your first action as CEO you cover it up.
Harry Osborn: No, you covered it up! And then you buried him in the madhouse using my name.
Donald Menken: Ravencroft is a time-worn institution devoted to mental improvement.
Harry Osborn: You are experimenting on people in there!
[Harry goes to walk towards Menken but the two security guards hold him back]
Donald Menken: Progress has its stepping stones. Now, in light of your deceptive criminal actions, you’ve been, how do I put this gently? Fired.
Harry Osborn: You are not going to bury me too.
Donald Menken: Looks to me like you’re half way in the ground already. It’s only a matter of time. You’re going to die a horrible death, like your father. The difference is, no one is going to miss you.
Harry Osborn: Harry goes to attack him in anger but the guards take hold of him
Donald Menken: Get him out!
Harry Osborn: Wait! Wait!
[Harry stops struggling and looks coldly at Menken with a smile]
Harry Osborn: I know my way home.
[the guards let Harry go and Menken watches as Harry walks out]

[Peter goes to the Roosevelt abandoned subway station and using one of the subway tokens manages to find his father’s secret lab hidden in a subterranean train cart, on the computer Peter finds his father’s recorded video footage and watches it]
Richard Parker: Test. My name is Richard Parker. Whatever lies will be told about me, I would like the world to know the truth. OsCorp was already a leader in genetic research when Norman Osborn made a deal with a foreign military organization to continue funding my research, and I discovered what they were going to use it for. Weapons, biological weapons, of course. So I refused, and now to eliminate me from the picture, Norman Osborn has falsified evidence against me in order to take control of my work.

[Harry’s car pulls up to Ravencroft]
Ravencroft Guard #1: Can I help you?
Harry Osborn: Uh, yeah, you can open the gate. I’m Harry Osborn. There’s a patient in that isolation unit I need to see.
[the guard takes Harry inside]
Ravencroft Guard #1: Joe, this is Mr. Osborn from OsCorp.
Ravencroft Guard #2: Sorry, Sir, without a yellow badge, I can’t let anyone past this point.
[suddenly Harry takes the guard’s weapon and uses it to take both guards down; back at the hidden lab Peter continues to watch Richard’s recorded video message]
Richard Parker: It doesn’t matter because there is something else that Norman doesn’t know. The Human DNA that I implanted in the spiders was my own, which means that without me, without my bloodline, OsCorp can never replicate or continue my experiments.
[Harry dressed as a doctor and covering his face with a mask walks past Kafka as he’s ordering one of his employees]
Dr. Ashley Kafka: Keep Electro incubated with four hundred milligrams of sodium iopental…
[Harry then activates the fire alarm]

[back to Peter watching Richard’s recorded message]
Richard Parker: I have destroyed as much as possible from the archives, but I didn’t have time to kill all the spiders. So as a scientist my choice is very clear now, I have to disappear, I have to get as far away from here as I can. But as a father, it means I may not see my boy again and nothing is as important to me as my son, Peter. Nothing in this world. But I have a responsibility to protect the world from what I’ve created and protect him from what I know Osborn is capable of.
[as Peter watches tears start forming in his eyes]
Richard Parker: People will say I’m a monster for what I’ve done. Maybe they’re right. I always thought that I’d have more time.
[he’s interrupted by young Peter calling out to him]
Young Peter Parker: Dad! Dad!
Richard Parker: I’m sorry.
[Richard ends the recording, with tears in his eyes Peter smiles to himself knowing his father loved him]

[Harry enters the chamber where Max is being held and cancels his sedation shot]
Computer: Sedation off.
[to Max]
Harry Osborn: Psst.
[Max opens his eyes and looks down at Harry]
Harry Osborn: I’m going to get you out of here, alright? But we don’t have much time.
Max Dillon: Who are you?
Harry Osborn: I’m Harry Osborn. I want to make you a deal.
Max Dillon: I should kill you.
Harry Osborn: Come on. Think bigger, Max. I’m not the one you want, you want Spider- Man. And I can give him to you. But I need something first. I need you to get me into OsCorp.
Max Dillon: Get you in there? But you own it.
Harry Osborn: Uh, not anymore. OsCorp betrayed us both, so I can’t get in there without you and you can’t get out of here without me.

Dr. Ashley Kafka: What’s happening?
Ravencroft Guard: Someone pulled an alarm in the iso unit.
Dr. Ashley Kafka: Get a containment team in there now..
[back in Max’s chamber]
Max Dillon: You can’t possibly know what I want.
Harry Osborn: You submitted a design for the grid and they stole it, and now you want it back. You just want to take what’s yours.
Max Dillon: Power.
Harry Osborn: It is all within the city, Max, and it’s right at your fingertips. Once you shut down the grid, Spider-Man will come to you, and I wan you to make him bleed!
[a team of guards rush towards the chamber]
Ravencroft Guard: Break it! Break it!
[they break the windows]
Harry Osborn: Max, we don’t have much time!
[the team of guards run down the chamber]
Ravencroft Guard: Go, go, go, go!

Max Dillon: Give me one reason why I should I trust you?
Harry Osborn: Because I need you!
Max Dillon: You need me?
Harry Osborn: Yes, I need you. You are my only chance that I have at surviving.
Max Dillon: You need me?
Harry Osborn: Yes, I need you! I need you, please! Please, I need you!
[the guards rush into the chamber and grab hold of Harry and try to drag him away]
Harry Osborn: Please! I know what it’s like to be thrown away! Please, Max! I need you! I need you!
[at that moment Max uses his electric power to escape his bondage and to take down the guards, then uses his power to electrocute Kafka and straps him in the same bondage that was holding him ready to be tested on]
Max Dillon: You want to be my friend?
Harry Osborn: I thought we were already friends?
Max Dillon: I had a friend once, it didn’t work out.
Harry Osborn: Yeah, me too.
Max Dillon: Then let’s go catch a spider.

[as Peter is leaving the subway station he gets a voice mail from Gwen]
Gwen Stacy: Hi, Peter. It’s me. Uh, I got in to Oxford. Woo-hoo. It’s very exciting. I came by your house a little bit ago and I, um, you weren’t there. And so I’m, um, I’m on my way to the airport right now, because there’s this really great summer class that I found out about and I thought that it would somehow be easier, I guess, this way.
[we see Gwen sitting in a cab stuck in the traffic on the way to the airport]
Gwen Stacy: I think that maybe it’s time to let this go. And that’s not because I don’t love you, but it’s actually because I do. So, um, okay, bye.
[as the message ends Peter looks distraught]

[at OsCorp the electricity starts to play up in the building, the man in the black suit goes to get Menken]
Man in Black Suit: We have to move, now.
Donald Menken: Why? Whats happened?
[suddenly a bolt of electricity strikes the man in the black suit and kills him, Max appears from behind him as he falls]
Max Dillon: Remember me?
[Max uses his power to destroys the desk, then Harry enters the office]
Harry Osborn: Oh, my, oh, my, how the tables have turned. I know it’s hard to admit, but how spectacular a move is this?
[to Max]
Harry Osborn: Am I right?
Max Dillon: Right, that’s right.
Harry Osborn: Okay. So, Fairy Godmother, it is time to grant me a wish. I want into Special…
Donald Menken: How dare you come back in here? You recast unworthy defective urch. Freak…
[calmly Max raises a finger and shoots out a bolt of electricity to take down Menken]
Harry Osborn: Oh, God! Sorry, that’s just not the answer we were looking for.

[Harry gets the man in the black suit’s gun and walks over to Max who’s getting ready to give Menken a shot of electricity to his heart to wake him up]
Harry Osborn: Clear.
[Menken comes to]
Harry Osborn: Welcome back to the bonus round.
[Harry points the gun at Menken’s throat]
Harry Osborn: Let’s take a walk, shall we?
[he makes Menken stand and as they set off Harry turns to Max]
Harry Osborn: The grid is all yours.
[Max then disappears into the electric socket]

[Menken takes them down to the Special Projects lab]
Harry Osborn: The spider venom, give it to me.
[as they walk further inside passing different chambers each containing a project]
Harry Osborn: What is all this stuff?
Donald Menken: The future.
[they enter the chamber which contains the spider venom, Menken takes out one vial]
Harry Osborn: Lock one on.
[Harry points his gun at Menken’s chest and Menken gets the injection ready]
Donald Menken: It won’t work. We ran every diagnostic test, apart from human trials…
Harry Osborn: You’ve actually already run human trials, you’re just too stupid to know it.
[Menken finishes preparing the venom injection and looks at Harry]
Harry Osborn: Do it. Now.
[Menken gives him the shot and Harry starts to feel the effects of it immediately]
Harry Osborn: You’ve had all this time.
[suddenly Harry begins to feel pain and a painful transformation in the Green Goblin begins, Menken quickly escapes and sets off an alarm, in his painful state Harry notices the special armor from the hard drive video in one of the chambers, he makes his way into the suit and upon entering it a healing protocol is activated]

[Gwen sits in the cab caught in the traffic on her way to the airport, suddenly the cab driver notices something]
Cab Driver: It’s Spider-Man!
[Gwen smiles as she looks ahead]
Gwen Stacy: Stop the cab.
Cab Driver: Lady, I ain’t even moving!
[Gwen gets out of the cab and notices that Peter has written in web “I love you” on the side of the bridge, Peter then swings in and carry’s Gwen off to the top of the bridge]
Peter Parker: Hi.
Gwen Stacy: Hi!
Peter Parker: Did you get my message.
Gwen Stacy: What message?
Peter Parker: The message over there.
Gwen Stacy: Oh, that! That was you?
Peter Parker: Don’t do that.
Gwen Stacy: I couldn’t make it out.
Peter Parker: I’ll tell you what it says, it says “I love you.” Cause I love you. And no offense, but you’re wrong.
Gwen Stacy: Wrong about what?
Peter Parker: You’re wrong about us being on different paths. We’re not on different paths, you’re my path, and you’re always going to be my path. And I know there’s are a million reasons why we shouldn’t be together, I know that. But I’m tired of them all. I’m tired of every single one of them. So I thought I better make a choice, right? And I choose you.

Peter Parker: So, here’s my thought. England. Both of us.
[Gwen laughs with joy]
Peter Parker: I’m following you now. I’m just going to follow you everywhere. I’m just going to follow you the rest of my life. I mean, they got crime there. In England.
[Gwen nods her head]
Peter Parker: They got, they got tons of crime, it seems.
Gwen Stacy: Tons.
Peter Parker: They got, uh, Jack the Ripper.
[Gwen laughs]
Peter Parker: What? They haven’t caught Jack the Ripper yet. Isn’t he in London?
[Gwen kisses him then suddenly the electricity power in New York going out]
Peter Parker: What the hell is that?
[we see Max taking down the city’s power grid]
Gwen Stacy: Is that Max? He must have cut power to the whole city.

[the rest of the city’s electricity gets cuts off, enveloping New York in darkness and causing problems for air traffic control]
Air Traffic Controller #1: Hey, I need, uh, Tech Ops up here right now.
Air Traffic Controller #2: The phones are down, somebody go down and grab Tech Ops.
Air Traffic Controller #1: Hey, write down what you remember, people.
[back on the bridge with Peter and Gwen]
Peter Parker: There’s got to be some sort of blackout plan, right? Some kind of backup.
Gwen Stacy: There’s an emergency reset at the power plant. If he cuts the transmissions lines, they’re never going to get this back up.
Peter Parker: How am I going to stop him? Every time I get close to him, he fries my web shooters.
Gwen Stacy: Okay, have you tried grounding them?
Peter Parker: Yeah, I tried everything. Rubber, plastic…
Gwen Stacy: Did you try magnetizing them?
Peter Parker: I didn’t try magnetizing them.
Gwen Stacy: Okay. Well, remember eighth grade science class? When you magnetize a nail with a battery…
Peter Parker: It holds an electric charge.
Gwen Stacy: Yes.

[as an airplane approaches New York]
Pilot #1: New York Approach, this is Pan National 273 on approach. How do you hear?
there’s no response
Pilot #1: Approach, do you copy?
Pilot #2: Radio’s working, its not us.
[Peter carries Gwen as he swings down into the panic filled street where a cop is trying to calm everyone using his megaphone]
Police Captain: Do not panic. Everyone, please return to your vehicles. Go back to your cars. Remain calm. Do not panic. Everyone return to your vehicles. Go to your homes!
Peter Parker: Officer!
[the cop turns and shouts through megaphone]
Police Captain: Spider-Man!
[Peter winces at the loud noise]
Peter Parker: Woh! Hey!
Gwen Stacy: My father was Captain George Stacy at your precinct.
Police Captain: Yeah, I knew who he was. What can we do for you?
Gwen Stacy: Jumper cables!
Police Captain: Jumper cables?!
Gwen Stacy: Yes, and copper wire.
[Peter turns to Gwen and shouts]
Peter Parker: Am I talking louder than I usually talk right now?
Gwen Stacy: Yes.
Peter Parker: Woh.

Peter Parker: Alright, do it.
[Gwen uses the jumper cables from the cop’s car to magnetize Peter’s web shooters]
Peter Parker: Okay, do it. Try, try, try, try, try. Hurry, hurry, hurry, hurry!
[Gwen places her keys on the shooters and they stick confirming it’s magnetized]
Peter Parker: Okay, it works. Good.
Gwen Stacy: And that is why you were number two at Midtown.
Peter Parker: Rub it in, okay.
[as they watch the city being destroyed]
Peter Parker: I got to go!
Gwen Stacy: I’m coming with you.
Peter Parker: Gwen, you’re not coming with me.
Gwen Stacy: Yes, I am.
Peter Parker: Gwen, it’s too dangerous.
Gwen Stacy: I’m coming with you. I’ve seen the grid specs and I know how to reset the entire system.
Peter Parker: Gwen!
Gwen Stacy: I’m coming with you! You know that you need me…!
[Peter puts his hand in front of her mouth to stop her talking]
Gwen Stacy: No, you’re not.
[Gwen carries on protesting as his hand still covers her mouth]
Peter Parker: Okay, okay, okay. You’re coming with me! Shut the thing.
[as Gwen goes to close the bonnet Peter webs her hand to the car bonnet ]
Peter Parker: Sorry! I love you! Don’t hate me!
[Peter swings away]
Gwen Stacy: Peter!
[Gwen quickly covers her mouth realizing she’s called out his name]

[as Peter swings across the city Max now appears as a living field of electricity that dwarfs whole city blocks]
Max Dillon: Do you see me now, Spider-Man? It’s time to meet our destiny.
[then we’re inside an approaching plane]
Pilot #3: Tower, we’re experiencing some kind of electrical disturbance. Instruments are going haywire, radar is down. We’re flying blind out here, do you copy?
[we see another plane approaching in the same air space]
Pilot #1: Tower, repeat, we are standby only. What is happening?
[at air traffic control]
Dispatcher: Sir, there are two inbound flights on intersecting paths.
Air Traffic Controller #1: Time to impact?
Dispatcher: Four and a half minutes.
Air Traffic Controller #1: Clock it. Clock it right now.
[meanwhile, back to Peter who’s made it to the power grid]
Max Dillon: You’re too late, Spider-Man. I designed this power grid, now I’m going to take back what is rightfully mine. I will control everything and I will be like a God them.
Peter Parker: A God named “Sparkles?”
[Max shoots out a bolt of electricity at Peter, but Peter quickly jumps off the building and misses being hit by it, then Peter smashes open a water pipe to douse Max with but Max uses his powers to stop the water hitting him]
Max Dillon: Not this time! Is that all you’ve got? Come on!
[we then see Gwen freeing her hand from the web that was attached to the police car bonnet]

[Peter and Max battle it out]
Peter Parker: You ready to give up?
[Max tries to spit electricity through his mouth at Peter, but Peter uses his web shooter to hold Max up, then as Max uses his electricity on Peter’s web it doesn’t hurt Peter as Gwen’s magnetizing trick works]
Peter Parker: Oh, thank you, Gwen Stacy.
[Peter uses his web toss Max into the power grid, but at the same time the power of the electricity current throws Peter to the ground]
Peter Parker: Just shake it off. It’s just your bones, your muscles and your organs.
[Peter then notices Max getting back up again]
Peter Parker: Oh, boy.
[Max uses his power to play Itsy Bitsy Spider Nursery tune on the power grid]
Peter Parker: I hate this song!
[Max starts pummeling Peter as he bounces between the grid towers and then holds Peter up with his electricity]
Max Dillon: Spider-Man, I bet you never saw this coming.
[suddenly Gwen arrives in a police car and hits max tossing him aside]

[Gwen gets out of the police car and stomps over to Peter in anger]
Gwen Stacy: Really? You webbed me to a car! What are you a caveman?!
Peter Parker: You shouldn’t be here!
Gwen Stacy: You tie me up to go off to war? I know how to help you!
Peter Parker: What are you doing here?
Gwen Stacy: I know, I know the grid specs! I can reset the system!
Peter Parker: You can’t be here right now. I’m not messing around. You can’t be here right now! This insane!
Gwen Stacy: Okay, guess what? Nobody makes my decisions for me! Alright? Nobody! This is my choice! Okay? My choice.
Peter Parker: God!
Gwen Stacy: Mine! Now how do we stop him?
Peter Parker: Okay, so he’s electric and he’s like a battery. So what happens if you overcharge a battery?
Gwen Stacy: It explodes.
Peter Parker: Right.
Gwen Stacy: So we use his power against him. Perfect. Okay.
Peter Parker: I think I can reconnect the power lines, but what I need you to do, I need you to reset the system. Okay, when I say, you turn that power on. You turn it on, no matter what.
Gwen Stacy: Peter.
Peter Parker: No matter what.

[to Gwen as Max becomes conscious]
Peter Parker: Go! Go!
[as Gwen goes to reset the system, Peter looks ahead and suddenly has a vision of Captain Stacy looking at him, but it’s quickly gone as Max attacks him, at the same time at air traffic control they are keeping time on the two planes that are about to collide]
Dispatcher: Sixty seconds to impact.
[back to Peter and Max who continue to battle it out then Peter creates a web to channel Max’s energy and cues Gwen to flip the switch]
Peter Parker: Now, Gwen! Now! Do it now!
[Gwen resets the switch and the city’s power starts to restore and seemingly destroys Max, back at air traffic control]
Air Traffic Controller #1: This is LaGuardia Tower, turn immediately to heading two-eight-zero. Do it. Incoming traffic, I repeat, two-eight-zero.
[as the two planes are about to collide they both turn and narrowly avoid collision and everyone at air traffic control cheers]
Air Traffic Controller #1: Alright. Get back to work, lets land these planes.

[at the same time the electricity in the hospital Aunt May is working comes back up]
Aunt May: Oh, thank God! Alright! Alright! We’re back! Everyone, let’s go!
[back at the power grid, Peter manages to get up and starts making his way to Gwen]
Peter Parker: I think you can still make your flight!
[suddenly Harry arrives on the special armory, Peter hears his laughter around them]
Peter Parker: Gwen, stay there.
[Harry flies in between Peter and Gwen, he notices Gwen and realizes the real identity of Spider-Man]
Harry Osborn: Peter. When you said Spider-Man said no, you meant you said no.
Peter Parker: Harry, what did you do?
Harry Osborn: What you made me do. You were my friend and you betrayed me!
Peter Parker: No, I was trying to protect you.
Harry Osborn: Oh, look at me!
Peter Parker: Hey, it’s going to be okay. It’s going to be alright.
Harry Osborn: You can give people hope. You take it away?
Peter Parker: No, Harry.
Harry Osborn: I’m going to take away yours!
Peter Parker: No! Gwen, run!
[as Gwen turns to run Harry quickly grabs her and flies off]

[Peter follows Harry as he flies off with Gwen]
Peter Parker: Harry! Harry, put her down!
[Peter continues to follow Harry]
Peter Parker: Harry, stop this right now! This isn’t you, Harry! This is not you! Harry, put her down!
Gwen Stacy: Harry!
Harry Osborn: Harry is dead!
Peter Parker: Harry, this is between you and me! You want to fight? Fight me, let her go!
Harry Osborn: Okay.
[Harry obliges and drops Gwen from his glider]
Peter Parker: No!
[Peter jumps up grab her and they crash-land through a clock tower]
Peter Parker: Are you okay?
[Gwen shakes her head, just then Harry drops a pumpkin bomb causing Gwen to fall but Peter grabs her by her arm]
Peter Parker: I got you! Gwen, I’m going to put you down right here.
[Peter puts her down and goes off to battle it out with Harry]

[Peter and Harry battle it out at the top of the clock tower with Gwen getting caught in the middle and nearly falling until she catches on to Peter’s web, Harry then pounces on Peter and pins him to a clock wheel, Peter tries to hold him off and wedges his foot on the mechanism to spare Gwen]
Gwen Stacy: Peter!
[suddenly the mechanism moves Gwen’s web snaps sending her plummeting down, the clock damage knocks out Harry but Peter leaps through wreckage and tries to save Gwen using his web, the web manages to catch her but it’s too late as the fall snaps her neck, killing her instantly, Peter goes down and takes off his mask as he approaches Gwen’s body]
Peter Parker: Gwen.
[Peter frees Gwen’s body from the web and holds onto her]
Peter Parker: Hey! Hey! Gwen! Hey!
[not wanting to believe she’s dead Peter continues to try and wake her]
Peter Parker: Breath. Hey, Gwen. Hey. You’re okay. Gwen?
[Peter starts to weep as he cradles her lifeless body]
Peter Parker: Stay with me. Stay with me. Stay with me. Stay with me. You stay with me. Gwen. Gwen! Don’t leave me! Please!
[he holds onto Gwen’s body as he continues to weep]

[at Gwen’s funeral Peter and Aunt May stand back until the family leaves, then Aunt May leave Peter who sits alone at her grave, then we see Peter continuing to stand over Gwen’s grave regularly as several months pass by; cut to Ravencroft where Harry has been locked up, the man in the shadows, Gustav Fiers, visits him in his cell]
Gustav Fiers: Leave us.
[the guard leave and closes the cell door]
Harry Osborn: You’ve made progress?
Gustav Fiers: I’ve identified several worthy candidates. Now that Spider-Man’s gone, this city will never be the same.
[we see Harry’s face which is healing from his transformation]
Harry Osborn: Oh, I’m counting on that.
Gustav Fiers: Speaking of progress, you’re looking better.
Harry Osborn: It comes and goes. Tell me more.
Gustav Fiers: How many men did you have in mind?
Harry Osborn: I want to keep it small. Everything you need is already at OsCorp.

[at OsCorp Fiers enters the Special Projects lab]
Kari: Access granted. Welcome, Mr. Fiers.
Harry Osborn: Who’s our first volunteer?
Gustav Fiers: Aleksei Sytsevich. Apparently serving a life sentence. He’s most eager to join us.
Harry Osborn: Good. Start with him.
[in the Special Projects lab we see Fiers walking past electromechanical suit of armor, then we see news footage about Sytsevich being broken out of jail]
NY1 News Anchor: Russian gangster Aleksei Sytsevich was broken out of a classified penitentiary known simply as “The Vault” by an unknown team of men. It’s yet another example of increased criminal activity since the disappearance of Spider-Man five months months ago. The webslingers absence has left a hole in the heart of the city. Believe it or not, even the New York city Police Department has joined the chorus of New Yorkers in hoping for the return of webslinger. The entire world seems to be asking the same question: Where is Spider-Man?

[sat in their kitchen, Peter and Aunt May listen to the news report until Peter turns off the TV]
Aunt May: Too bad about that Spider guy. Too bad he’s disappeared, seems like everybody really needs him.
[Peter gets up to leave]
Aunt May: Where you going?
Peter Parker: Just, I’m not sure.
Aunt May: Peter, where you going?
[Peter thinks for a moment before turning to face Aunt May]
Peter Parker: I don’t know.
Aunt May: You know, it’s so, it’s so funny, I’ve been, I’ve been trying to clean up around here, get organized and I’ve been putting some of Ben’s stuff in boxes, and it’s so funny that the heavier the box gets the lighter I feel.
Peter Parker: You throwing his stuff away?
Aunt May: No. No. God, no. I couldn’t do that, it’s, it’s a part of me. I’m just finding a better place for it. I’m going to take one last look and I’m going to put it where it belongs.

[in his room, Peter looks at a photo of Gwen, then grabs a USB stick which has “Gwen’s Speech” written on it and places it in his computer to watch]
Gwen Stacy: It’s easy feel hopeful on a beautiful day like today. But there will be dark days ahead of us too. There will be days where you feel all alone, and that’s when hope is needed most. No matter how buried it gets, or how lost you feel, you must promise me that you will hold on to hope. Keep it alive. We have to be greater than what we suffer. My wish for you is to become hope. People need that. And even if we fail, what better way is there to live? As we look around here today at all of the people who helped make us who we are, I know it feels like we’re saying goodbye. But we will carry a piece of each other into everything that we do next. To remind us of who we are and if we were meant to be. I’ve had a great four years with you, I’ll miss you all very much.
[inspired by Gwen’s speech, Peter puts away his father’s stuff in a box, places a framed photo of himself and Gwen on his desk, he then opens his closet and takes out his uniform]

[we see Sytsevich dressed in the electromechanical suit of armor rampaging through the streets with the police shooting at him]
Cop: Let’s go! Move!
NY1 News Anchor: I’m here live on Park Avenue and 56th Street where it is complete chaos. A man, in some sort of weaponized armored suit, is wreaking havoc on mid-town.
Aleksei Sytsevich: I am the Rhino! I told you I would be back!
[as Sytsevich is shooting at the cops a kid dressed in Spider-Man suit suddenly runs into the middle of the street]
Jorge’s Mother: Jorge, no!
Cop: Hold your fire! Everybody hold your fire!
[everyone stops shooting as the kid stands in the middle of the street facing Sytsevich]
Aleksei Sytsevich: Kid, you got to get…!
[suddenly Sytsevich shoots at him then he starts mocking the kid]
Aleksei Sytsevich: Look, New York. Spider-Man is back!
[his mothers weeps as the police try to stop her from running to get him]
Jorge’s Mother: That’s my baby!
[the kid places his Spider-Man mask on his head]
Aleksei Sytsevich: Brave boy, huh? Does Aleksei Makes scare you, little boy?

[as Sytsevich starts stomping towards the kid suddenly Peter turns up dressed in his suit]
Peter Parker: Hey, Spider-Man.
[the kids turns to face Peter, takes off his mask and smiles at Peter]
Jorge: I knew you’d come back.
Peter Parker: Yeah, thanks for stepping up for me. You’re the bravest kid I’ve ever seen. I’m going to take care of this so you can go take care of your mom, okay?
[he fist pumps with the kid]
Peter Parker: Alright, get out of here. Go. Go.
[the kids runs off to join his mother as the crowd cheers]

[last line; a cop hands Peter a megaphone as he faces Sytsevich]
Aleksei Sytsevich: You’ll fight me! You’ll fight me now! Yeah?
Peter Parker: On behalf of the fine people of New York City and real rhinos everywhere, I ask you to put your mechanized palms in the air.
Aleksei Sytsevich: Never! I crush you, I kill you! I destroy you!
Peter Parker: Do you want me to come down there so you can kill me?
Aleksei Sytsevich: Yes!
Peter Parker: I’ll be right there.
[Peter sighs and tosses the megaphone away]
Peter Parker: There’s no place like home.
[Sytsevich starts stomping towards Peter and as he starts attacking Peter, Peter swings a manhole cover at him]

Total Quotes: 114

The Amazing Spider-Man 2 Quotes – ‘Fight for what matters to you.’

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