In a flashback, Richard Parker draws a video message, in an attempt to explain himself before his disappearance. Together with Mary Parker, he boards a flight that is kidnapped by a man sent to kill him. He foiled the attempt on his life, but the pilot loses control of the plane. In the present, Spider-Man in pursuit of the Russian mafia, the a truck full of dangerous chemicals through the city. While Gwen Stacy to talk on the phone, he sees a vision of her deceased father, Captain Stacy and is from the promise he made to stay away from Gwen recalls. During the chase, he saves the life of a man named Max Dillon and stops the gangster with Aleksei Sytsevich. Then Peter Gwen meets with her high school graduation ceremony, where the two share a kiss. But later that evening, Peter Gwen tells about the visions he has had, and insists that he needs to keep his promise. Gwen breaks up with Peter. After years away from the city, Harry Osborn returns as heritage Oscorp Industries and speaks with his father, Norman, who. In very poor health Norman explains Harry that the disease is genetic and Harry begin at an age when to show it. Before he dies, he gives Harry a small device that he claims contains his life's work. The next day is reported that Norman Osborn has passed, so that Harry Osborn CEO of Oscorp. On the news, Peter Parker Harry visits and the two will have been revealed to have friends from childhood. Max Dillon, now believes that he and Spider-Man are the best of friends, visited work on his birthday as an electrician at Oscorp. While tending to some maintenance, he loses his balance and falls into a tank of electric eels, which are used for experiments. As a result, he is a human mass flow. Meanwhile, Peter meets Gwen in an attempt to get a friendship upright, and Gwen tells Peter that a job opportunity means she has to move to England. Before the two can discuss Max accidentally turns off the power to Times Square during the search for power to provide for themselves. Spider-Man tried to calm the situation, but after the police tried to shoot him, Max thinks that Spider-Man has betrayed him and attacks. Spider-Man finally stops him, and he is taken to Oscorp to be tested. Harry begins to show the symptoms of the disease and the device uses his father to reason him that the blood of Spider-Man could help to save him. He asks Peter for help to find him, but Peter refuses, uncertain what impact would the transfusion. Parker visited Harry again, this time as Spider-Man, but again denied. Then Harry by members of the Board for Oscorp cover up the accident with Max Dillon is now framed known as Electro. and removed from his position as CEO. Harry's assistant Felicia Hardy, Harry informed of equipment kept off the books that could help him, and Harry makes a deal with Electro him back into the Oscorp building. Once inside, he finds a suit of armor and other items from his father and bio-weapons made by Richard found that they called "symbionts". Peter uses information behind his father left to find the video message from Richard on the left. This explains Richard that he will leave to New York because he was not willing to go along with Norman Osborn plans to use what she had created for biological weapons. Peter then receives a voicemail message from Gwen and told him that they offered the job in England and was on his way to the airport to fly there earlier than expected. Peter manages to catch her and confesses his love for her, and the two agreed to come to England together. They are interrupted by a blackout caused by Electro, who leads Peter into battle. Gwen eventually follows, against Peter claims, and the two are able to defeat Electro by overloading its power supply. Shortly after they do this, Harry Osborn comes, today rejected as Green Goblin and tells Spider-Man that he knows his identity and that he wants is revenge for the life-saving blood transfusion. The two fight at the top of a bell tower, and Spider-Man manages to subdue the puck. But during the fight falls Gwen and is supported by a web on one of the gears. The gears soaked and Gwen falls again, only this time Spider-Man is not tragic, to save them.

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Months pass, and Spider-Man is nowhere to be seen in New York, as Peter spends every day Gwen grave. Meanwhile Harry Osborn from the gentleman who tells him that she visits found a man suited developed for the operation of a large suit of armor of Oscorp. The man is Aleksei Sytsevich that uses the armor to become the Rhino and attack the city streets. Peter is inspired by a recording of Gwen's closing speech and makes his return as Spider-Man to fight Rhino. Cast Andrew Garfield as Peter Parker / Spider-Man Max Charles as a boy Peter Parker Jamie Foxx as Max Dillon / Electro Emma Stone as Gwen Stacy Dane DeHaan as Harry Osborn / Green Goblin Paul Giamatti as Aleksei Sytsevich / The Rhino Colm Feore as Donald Menken Chris Cooper as Norman Osborn Sally Field in May Parker Martin Sheen as Ben Parker Felicity Jones as Felicia Hardy BJ Novak as Alistair Smythe Marton Csokas as Ashley Kafka Denis Leary as George Stacy Kari Coleman as Helen Stacy Skyler Gisondo as Howard Stacy Charlie DePew as Philip Stacy Jacob Rodier as Simon Stacy Campbell Scott as Richard Parker Embeth Davidtz as Mary Parker Sarah Gadon as Kari Michael Massee Gustav Fiers / The Gentleman Stan Lee as the final guest