The film opens with the opening credits (with nods such as a note with the title project: OZ, an image of a spider and the names Otto Octavius and Norman Osborn) showing spider-man's origin to the point of Uncle Ben's murder. Spider-man swings across town to stop the criminal who killed Uncle Ben and tracks him, but the crook dies of a heart attack. Spider-man is seen in school, being bullied and harrased, being friends with Harry Osborn, and trying to talk to popular girl Gwen Stacey with no real avail. He meets Dr. Connors, his biology teacher, and they work on an experiment using lizards. When peter leaves, Dr. Connors makes a serum out of the experiment and drinks it. His missing arm grows back as it was never amputated, but he sees he has only 4 hours until it will start to decompose. Peter is constantly getting curious of his teacher's weird behavior, and finds his plastic arm on the floor. Meanwhile, J jonah jameson, editor of the daily bugle, who publicly disrespects and sells lies about the new masked vigilante, “spider-man”, in his paper, hires an infamous Russian mercenary called sergei kravinoff to kill spider-man in an act of spite, seeing spider-man as a “coward who hides behind a mask”, and kraven stalks spider-man and spots him numerous times, enough to know his address and to try to assassinate him, which backfires and spider-man fights with and defeats Kravinoff. When doc Connors invents a stronger serum than the previous one, he becomes a half-human, half-lizard abomination, devouring a helpless woman in the street and escaping to the sewers.meanwhile at school, Peter beats down a popular bully nicknamed flash and accidently breaks his arm, a thing putting the parkers in dire financial straits, so peter tries to get some pictures of himself as spider-man.
Spider-man finds how doc Connors lost his arm-Norman Osborn had his arm blown up after Connors wanted to sue Osborn for illegal experiments on animals-like lizards, rabbits, fish and most prominently, spiders. this explains a bald man sent with a gun to the parker's house, almost killing peter on the street, and Osborn has Peter's blood sample brought from the hospital-revealing that peter was bit by an illegal Oscorp experiment and can be used against him any moment if that is revealed. Peter goes through some of Dr. Connor's notes, including an Oscorp lawsuit for the industrial accident that took Connors' hand, which he lost after the judge was bribed. meanwhile, Lizard tested the serum on homeless people living in the sewers, turning them into his minions, the “Lizard Men”. Spider-Man goes to the sewers to find lizard. and battles Lizard. he finds kraven on the school rooftop and defeats him after a lengthy fight, not before sending him to a gulag, and tries to get to Oscorp-before the Lizard Men does. the Lizard Men almost get to osborn, but spider-man returns them to their original, homeless selves. after reverting back to his old, human, less aggressive self, Dr. Connors turns himself in and is sent to the raft. The movie ends with gwen rejecting peter, although having a crush on him, for Harry, and peter meeting for the first time MJ.
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