At school that day, he learns he can shoot webs out of spinnerettes in his wrists. He also learns his scrawny physique now ripples with muscles and his eyesight is perfect.

Peter wakes up the next morning feeling better than ever. He kills Stromm and steals two other Oscorp inventions, a green goblin-shaped armoured exoskeleton flight suit and bat-shaped jet glider. He gains superhuman strength and agility but is driven insane. Later that night, Norman exposes himself to the gas formula. When one of Norman's top scientists, Professor Stromm (Ron Perkins) warns him the formula is unstable, General Slocum threatens to pull all of the military's funding from Oscorp. Meanwhile, General Slocum (Stanley Anderson) visits Oscorp to see the results of their new super soldier formula. At the genetic level, the genetically mutated DNA-filled venom injected by the spider bite begins to work strange magic on Peter. Peter comes home feeling ill and immediately goes to bed. While Peter is taking photographs of Mary Jane for the school newspaper, one of these new genetically-altered spiders (one which is red and blue) escapes without anyone noticing lands on his hand and hungrily bites him. The lab works on spiders and has even managed to create new species of 'super-spiders' through genetic DNA manipulation and combination. Peter's science class takes a field trip excursion to a genetics science laboratory at Columbia University. Norman, the founder, owner and head of weapons contractor of Oscorp Science Industries, appreciates Peter's scientific aptitude and can barely conceal his desire that Peter was his own son. Harry, however, is somewhat jealous of the affection his billionaire scientist father, Professer Norman Virgil Osborn (Willem Dafoe) shows Peter. Peter's only friend is Harold Theopolis 'Harry' Osborn (James Franco), who, though rich and good-looking, is similarly an outcast. Her boyfriend, a sports player and the school bully, Eugene 'Flash' Thompson (Joe Manganiello) and his buddies bully and pick on him. He has a crush on his next door neighbor, Mariam 'Mary' Jane Watson (Kirsten Dunst), who is also one of the few classmates who is nice to him. His parents are dead and he lives with his Uncle Benjamin Franklin 'Ben' Parker (Cliff Robertson) and Aunt Mayabella 'May' Parker (Rosemary Harris). Peter Benjamin Parker (Tobey Maguire) is a nerdy and shy but intelligent high school senior student at Midtown Secondary College Of Science & Technology in Queens, New York City.

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