Cast:
Peter Parker/Spider-man - Tobey Maguire
Gwen Stacy - Bryce Dallas Howard
Mary Jane Watson - Kirsten Dunst
Dr Connors/Lizard (When not done with GGI) - Dylan Baker
Mac Gargan/Scorpion - Matthew Fox
Herman Shultz/Shocker - Doesn't really matter, we don't see him under his mask.
Cletus Kassady/Carnage - David Tennant
May Parker - Rosemary Harris
James Jonah Jameson - JK Simmons
And the rest of 'em.
Plot:
At the beginning of the film, Spider-man is in a massive battle with a costumed criminal named Shocker. Shocker nearly defeats Spider-man, but ol' webhead defeats Shocker using a hydrant. Spider-man goes back to his apartment, where MJ helps treat his massive wounds. MJ starts crying and says she can't take seeing Peter with poor health anymore, and says she' leaving New York. Peter goes to talk to Aunt May, and she says that people move on. A torn Peter goes home, and is about enter his apartment when Ursula Diktovich comes and stops him. She says that his professor phoned, asking to meet him. Peter goes and sees Connors, who says that he wants Peter to be the first one to see his new breakthrough. He shows Peter a syringe filled with green liquid, and tells him that it is made using DNA from a Lizard. Connors injects himself, and a terrifying transformation takes place. Connors mutates into a massive Lizard-like creature, and chases Peter through the university. Peter doesn't have time to change into his costume fully, so he just puts on his mask. Peter and the Lizard face off on the ESU campus, at night, in the poaring rain. Lizard downs Peter, and runs off into the sewers - Too fast for Peter to catch him. Peter swings home, and hears a knock on the door. It's Gwen, and she comes and says she heard about MJ. Peter and Gwen get close.
The next day, the Lizard returns. He is attacking a van carrying NASA men. John Jameson is also inside. Spider-man swings into action, and John is killed in the ensuing fight. JJ blames it on Spider-man, and meets up with a Dr Farley Stillwell. He changes low-life Mac Gargan into the vicious Scorpion, and sends him to kill Spider-man. Scorpion battles Spider-man atop the Daily Bugle, and then Lizard once again appears. Lizard and Scorpion battle, and Lizard kills Scorpion, ripping off his tail and stabbing him with it. Spider-man manages to take down Lizard, and takes him back to the lab, making a new serum to revert him to normal. Gwen asks Peter on a date. Afterward, Peter takes Gwen back to his apartment. When he is in the toilet, Gwen discovers Peter's Spidey suit. Peter has no choice but to tell Gwen the truth. Later that week, Peter goes to check up on Connors. He arrives to see a red-haired guy pointing a gun on Connors. Peter shouts for him to stop, but the guy shoots Connors. He then attacks Peter, who kicks him into a bench full of samples (One being the symbiote) and webs him up, changing to his Spider-man suit and taking him to the cops. When he gets back, he receives a call saying his Aunt has had a stroke. He goes to the hospital to visit her. She reveals that she's always know he's Spider-man, before passing away. Peter breaks down.
Meanwhile, the red-haired man (Now revealed to be Cletus Kassady) is sitting in jail, a massive cut lining his arm, when a small black thing slivers over. It leaps into the cut, and it spills out red blood-like stuff, which covers Kassady and turns him into a red Venom. Kassady escapes, and swings to the Empire State building, covering the spire in Red and black webs. Spider-man remembers the construction site incident, and swings there, expecting Venom. He calls out telling Brock to face him, and is surprised to see Kassady jump down. Spider-man aks what he's doing, and Kassady says Causing Carnage, immediatly before transforming again and kicking Spider-man in the chest. Spider-man falls, and manages to shoot a webline. Carnage cuts it, but Spider-man has already propelled himself up enough. He lands a roundhouse kick on Carnage, and Cranage loses his balnce. He recoils however, and they fight again. The battle leads onto the street, where Gwen is watching. Carnage jokes that the girlfriend's come to watch, but hasn't got a reservation, so must be punished. He shhots some darts at her from his fingers, killing her. Spider-man screams no, and begans fighting again. The battle leads to another abandoned warehouse, filled with smuggled petrol. Spider-man finds a bomb, and says time to fry. Carnage says it'll kill Spider-man too, but Spider-man says he doesn't care because there's nothing left for him. He starts the bomb, and then the whole building goes up. The gathered crowd begin getting worried as to the whereabouts of their beloved hero, before seeing the tattered remains of costume in the rubble. A funeral is held, and the whole city turns out along with some other cities too, to mourn the loss of the world's greatest hero.
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