- Outcast high-school senior Peter Parker (Nick Palatas) lives with his Aunt May and Uncle Ben (Alexondra Lee and Tobey Maguire). On a school field trip, he visits a genetics laboratory with his friend Harry Osborn (Robbie Amell) and love interest Mary Jane Watson (Miley Cyrus). There, Peter is bitten by a genetically engineered "super spider." After arriving home he becomes unconscious. Meanwhile, Harry's father, scientist Norman Osborn (James Franco), owner of Oscorp, tries to secure an important military contract. He experiments on himself with an unstable performance-enhancing chemical. After absorbing the chemical, he goes insane and kills his assistant (Seth Rogen).
The next morning, Peter finds that he is no longer near-sighted and his body has metamorphosized into a more muscular physique. At school, he finds that his body can produce webs, and his quickened reflexes let him avoid injury during a confrontation with classmate Flash Thompson (Zac Efron). Peter discovers he has developed superhuman speed and strength, the ability to stick to surfaces, and a heightened ability to sense danger.
Brushing off Ben's advice that "with great power comes great responsibility", Peter considers impressing Mary Jane with a car. He enters an underground fighting tournament and wins his first match, but the promoter cheats him of his money. When a thief (Scott Bairstow) suddenly raids the promoter's office, Peter allows him to escape. Moments later, he discovers that Ben was carjacked and killed. Peter pursues and confronts the carjacker, only to realise it was the thief he let escape. After Peter disarms him, the carjacker flees but dies in the process. Meanwhile, a crazed Norman interrupts a military experiment by Oscorp's corporate rival and kills several scientists and the military's General Slocum.
Upon graduating, Peter begins using his abilities to fight injustice, donning a costume and the persona of Spider-Man. J. Jonah Jameson, a newspaper publisher, hires Peter as a freelance photographer since he is the only person providing clear images of Spider-Man.
Norman, upon learning Oscorp's board members plan to force him out and sell the company, assassinates them at the World Unity Fair. Jameson dubs the mysterious killer the Green Goblin. The Goblin offers Spider-Man a place at his side, but Spider-Man refuses. They fight, and Spider-Man is wounded. At Thanksgiving dinner, May invites Mary Jane, Harry, and Norman. During the dinner, Norman sees the wound and realizes Peter's identity. Shortly after he leaves, Norman attacks, and hospitalizes May.
Mary Jane admits she is infatuated with Spider-Man, who has rescued her on numerous occasions, and asks Peter whether Spider-Man ever asked about her. Harry, who is dating Mary Jane, arrives and presumes she has feelings for Peter after seeing them hold hands. Devastated, Harry tells his father that Peter loves Mary Jane, unintentionally revealing Spider-Man's biggest weakness.
The Goblin holds Mary Jane and a Roosevelt Island Tram car full of children hostage alongside the Queensboro Bridge. He forces Spider-Man to choose whom he wants to save and drops Mary Jane and the children. Spider-Man saves both Mary Jane and the tram car, while Goblin is pelted by civilians who side with Spider-Man. Goblin then grabs Spider-Man and throws him into an abandoned building where he is brutally beaten by him. When Goblin boasts about how he will later kill Mary Jane, an enraged Spider-Man overpowers Goblin.
Norman reveals himself to Spider-Man, who stops attacking. He begs for forgiveness, but at the same time controls his glider to impale his foe. Sensing the attack, the superhero dodges, and the glider impales Norman. As he dies, Norman begs Peter not to tell Harry of Norman's identity. Spider-Man takes Norman's body back to his house. Harry arrives to find Spider-Man standing over his father's body. He seizes a gun, intent on shooting Spider-Man, but Spider-Man escapes and hides Norman's equipment.
At Norman's funeral, Harry swears vengeance toward Spider-Man, whom he deems responsible for his father's death, and asserts that Peter is all the family he has left. Mary Jane confesses to Peter that she is in love with him. Peter, however, feels that he must protect her from the unwanted attention of his enemies. He hides his true feelings and tells Mary Jane that they can only be friends. As Peter leaves the funeral, he recalls Ben's words about responsibility and accepts his new life as Spider-Man.
Cast and Characters
Nick Palatas as Peter Parker/Spider-Man: Born in 1984, Peter is an academically-gifted but socially inept student who is bitten by a genetically modified spider and gains spider-like abilities.
James Franco as Norman Osborn/Green Goblin: The CEO of Oscorp who tests an unstable strength enhancer on himself and becomes the insane and powerful Green Goblin. Unaware of Spider-Man's true identity, he also sees himself as a father figure for Peter, ignoring his own son, Harry.
Miley Cyrus as Mary Jane Watson: The girl on whom Peter had a crush since he was six years old. Mary Jane has an abusive father, and aspires to become an actress, but becomes a waitress at a run down diner, a fact she hides from her boyfriend Harry.
Robbie Amell as Harry Osborn: Peter's best friend and flatmate.
Tobey Maguire as Ben Parker: May Parker's husband and Peter's uncle, a fired electrician who is trying to find a new job. He is killed by a carjacker whom Peter failed to stop, and leaves Peter with the message, "With great power comes great responsibility."
Alexondra Lee as May Parker: Ben Parker's wife and Peter's aunt. May is a devout Protestant Christian who is highly aware of Peter's love for Mary Jane.
J.K. Simmons as J. Jonah Jameson, editor of the Daily Bugle.
Zac Efron as Eugene "Flash" Thompson: Peter's bully. He is a 20s star high school football player and classmate of Peter Parker who mercilessly bullies Peter and, to some extent, Peter's friend Harry Osborn. He is depicted as the boyfriend of Mary Jane Watson, Peter's crush, at the start of the film. Later on in the film, Peter accidentally uses a web string to splash Flash with a lunch tray of food, a fight between the two subsequently breaks out in the school's hallway, which Peter wins, albeit accidentally, by discovering his new powers and sending Flash down with just one punch. Mary Jane later tells Peter that Flash was grateful to Peter for not hurting him more or giving him a black-eye for his graduation photo's. On graduation day he and Mary Jane break up after she refused an impromptu proposal.
Scott Bairstow as the Carjacker,
Jennifer Love Hewitt as Betty Brant
Seth Rogen as Dr. Mendel Stromm, Norman Osborn's assistant.