We open to the Enforcers lounging around in a safehouse with Montana and Ox playing a game of Poker, Fancy Dan ironing his clothing, and Stinger listening to the radio as he makes two sandwiches for himself. Cutting off the crusts, Mac takes a big bite out of one of them as he walks over to where Montana and Ox, asking them how the game is going as he sits down. Montana frustratedly tosses his cards onto the table and replies, "What's happening is that Ox is cheating. Again."
Ox simply shrugs and doesn't deny the accusation, stating that he just wants to keep the five dollars that he had bet. Montana throws his hands into the air in exasperation and exclaims that Ox should try to do so by actually playing the damn game instead of by cheating, to which Ox replies that that's too big a risk for him. "Then why'd you decide to play a gambling game, then," Stinger pointedly asks him before taking another bite, and Ox promptly replies that placing bets is the only way to get Montana to play cards with him.
As Montana is about to rebut that, however, Fancy Dan quickly walks over and, handing a piece of paper to Stinger, says that they just received a telegram from the Goblin about a new job they've gotta carry out soon. Stinger quickly places his plate onto the table as he snatches the paper from Fancy Dan and reads it over.
"The vigilante Spider-Man has messed with too many low-level operations and asked too many uncomfortable questions for long enough," Stinger reads out loud as the camera cuts to the message itself, "You, along with some grunts that I have hand picked, will hold the entirety of the Fisk Gala hostage to lure him into fighting you. Once he has arrived and fallen for the trap, eliminate him. You will receive a payment of $50,000 once Spider-Man's death has been confirmed. Be sure to not harm anyone other than Spider-Man or your payment will be cut significantly.
-The Goblin."
We then cut to the opening credits and theme song playing, before the Title Card drops.
Old Guard
We cut to Peter as his history class ends and walks out of the classroom. He's quickly approached by an excited Harry, who asks if Peter is free this Saturday. When Peter replies affirmatively, Harry then hands him an expensive-looking invitation card and invites him to the Fisk Gala that's happening that Saturday. "My father and I received some extra invitations to the event, so he gave me permission to bring some friends as well," Harry excitedly explains, "I asked Kitty earlier, but unfortunately she's going to be out of state for a few days." Looking over the card, Peter thinks about it for a few seconds before saying that he could probably make it, he just needs to find a good suit to wear. Harry claps Peter on the shoulder and assures him that he has faith in his friend's fashion sense. Peter jokingly remarks that he's not sure if he can say the same for Harry, to which Harry punches Peter's shoulder a little and chuckles along with Peter as the two head to their next class.
We then cut to Peter as he tries on a navy blue suit Uncle Ben once used, looking at himself in the mirror, with Aunt May commenting that it's a little loose on him but that she can fix it before the gala. Peter smiles at his reflection in the mirror and thanks Aunt May for the help before slowly taking the suit off. Handing it to Aunt May, he then asks what Uncle Ben used, to which Aunt May explains that he'd saved up to buy the suit so that he would look more respectable when he was first hunting for jobs in New York City. At the mention of jobs, Peter's face softens, and he asks Aunt May if Uncle Ben would be proud of him before immediately adding that he will make sure to help her with their financial situation. Aunt May shakes her head and lovingly retorts that Uncle Ben had always been proud of him and that Peter shouldn't be too worried. She tells him to have fun at the event, to which Peter softly smiles and says that he'll be sure to try.
We then cut to the museum where the Fisk Gala is being held that Saturday night as a limo slowly drives up to the front. As the limo stops, the chauffeur quickly gets out of the car. and opens the back door. Out step Harry, MJ, and Peter, with Peter thanking the chaffeur as they walk up the museum steps. Harry nervously smooths over his suit and hair and asks if he looks good, to which MJ giggles and reassures Harry that he always looks good. "You've never seen him right after he wakes up in the morning, then," Peter jokes as Harry sends him a mock death glare and MJ bursts into even more giggles. MJ then cheekily asks if she'll be invited to their wedding, causing Peter to sputter a little in embarrassment and Harry to smirk a little at the tables turning.The three then make their way to the entrance where some guards are letting people pass. A guard quickly checks over their invitation cards before letting them in and telling them to enjoy their evening.
A short montage then ensues as the three walk around the gala and appreciate the scenery, with Peter awestruck by the spectacle of it all while Harry and MJ enjoy their time together. Eventually, the three run into Harry's father as he talks with Zebediah Kilgrave, the CEO of the fashion and perfume company Kilgrave-Kingsley. After flirting a little with his evening dates and causing them to fluster, Kilgrave complements Osborn on the perfumes that Oscorp developed for Kilgrave-Kingsley and says that he would be willing to negotiate a second deal. Norman, scratching his neck, politely responds that while he is open to further collaboration between their companies, it will have to wait since Oscorp is in the middle of settling some private business. Kilgrave gives a vulpine smirk in response and says that Oscorp can take all the time it needs, even offering to send some of his specialists to help take care of it. Osborn curtly declines and says that he is already working on dealing with the issue, to which Kilgrave simply replies that he was just offering. Kilgrave leads his giggling dates away, after which Norman notices his son and his friends and approaches them.
Harry straightenes his posture and formally greets his father, and Norman formally greets him back. Norman asks how Harry has been doing academically, to which Harry responds that he has been getting good grades. "Then there won't be any more surprises from your chemistry grades like last year," Norman questions Harry, to which Harry awkwardly chuckles that he'll be sure of it before quickly introducing his girlfriend and Peter to Norman. Norman turns to Mary Jane with a calculating look and asks if she still aspires to be an actress, with Mary Jane politely shaking her head and answering that she's now pursuing a career in fashion. Norman nods somewhat approvingly and states that it is certainly a more worthwhile career choice before turning to look at Peter. Eyeing with him an almost hungry look, Norman slowly greets Peter and asks how he and his aunt are doing, to which Peter says that they're doing alright despite some financial issues. When Norman, with a subtle predatory glint in his eyes, asks if Peter is sure that his financial issues are manageable, Peter quickly responds that he managed to find a job at Horizon Labs, which causes Norman's expression to sour and Peter to gulp nervously. Norman warns Peter that Horizon Labs will most likely go under soon and offers him a position in Oscorp, which Peter politely declines. Nodding slightly, though obviously not too amused with Peter's response, Norman then apologizes for him and Harry not being able to attend Benjamin's funeral a few months ago, stating that he had needed to bring Harry to an important meeting at the time. Peter awkwardly rubs his neck and replies that he understands that the two had conflicting obligations and that there is no need to apologize for something out of the man's control. Norman states that he is glad to hear that Peter understands before turning to Harry and warning him to be on his best behavior. As Norman then leaves, Peter mutters under his breath that that was a bit awkward. Harry sighs and apologizes to Peter for his father's straightforwardness, with Peter shaking his head in reply and saying that it's not necessary.
The three then walk over to a nearby table with appetizers and refreshments, with Peter taking a simple glass of water while Harry and MJ get some glasses of fruit punch. As they drink, however, a genial voice calls out to Harry about how glad he is to see him here. Turning around, Harry smiles when he sees Richard Fisk, an older somewhat friend of his and the son of the host of this gala Wilson Fisk, approach them with a glass of champagne in his hand and a charming smile. The two shake hands and exchange greetings, with Richard remarking that at least he won't be completely bored here before asking him how he's doing. Harry replies that he's been doing fine before introducing him to MJ and Peter and vice versa. Richard politely kisses MJ's hand and says that it's a pleasure to meet her before cheekily asking if she couldn't find anyone better. MJ chuckles as Harry protests in mock outrage and, clutching Harry's arm, responds, "I already struck gold with Harry, so why should I keep searching for what I already have?" Richard smiles widely and turns toward Harry, saying that she's definitely a keeper, before looking over at Peter. Peter rubs his neck awkwardly before extending his hand and greeting Richard, with Richard eagerly taking his hand and shaking it back. "This is your first time at an event like this, I take it," Richard pointedly, but not impolitely, asks Peter, to which Peter hesitantly nods in affirmation. Richard grins widely as he reassures Peter that it's normal to feel like this at first and mock-whispers that he still doesn't particularly like formal events like these. Richard tells Peter to not worry too much and to just enjoy himself, adding that he'll forget about being nervous before long. Peter thinks over it in his head as Richard turns to Harry and says that they should come with him them to meet some people. Harry nods affirmatively before asking Peter if he wants to join them, to which Peter says that he actually wants to look around the gala a little. "Make sure you don't get too lost wandering around, Gulliver," Harry jokes, with Richard chuckling and Peter rolling his eyes good-naturedly.
As Harry and MJ leave with Richard, Peter walks around the gala a little aimlessly for a while before running into Jonah and John finishing an interview with one of the other gala guests. As the two Jamesons walk away, Jonah mutters about how shallow socialites can be, with John asking his father to please be a little more quiet about saying stuff like this in public. Jonah begins to rebut John, but the latter notices Peter and quickly calls him over. A pleasantly surprised Peter happily greets the two and asks what they're doing here, to which John explains that their high society reporter got hit in the head with a football so his father decided to do the reporting himself. Jonah sarcastically remarks that he's beginning to regret it before looking over Peter a little, his face softening as he asks if the suit was one of Ben's. Peter, looking down, quickly replies that it was indeed one of his uncle's, to which Jonah smiles a little and says that he thought the ugly shade of blue looked familiar. John chuckles under his breath and interjects that Peter definitely makes the suit work before teasingly asking if Peter will wear it when he marries Betty.
Peter erupts into a full-body blush as he covers his face with both of his hands in embarrassment and mutters that he hates his seven-year-old self so much, causing John and Jonah to burst into full belly laughter as Jonah playfully claps Peter on the back. Thumping his chest after coughing from laughing so hard, Jonah continues to cackle a little as John does a pretty bad impression of a young Peter babbling about how Betty is even prettier than Aunt May and how he and Betty will marry when he's older, prompting Peter to further blush as he groans in utter embarrassment. Once John and Jonah stop laughing, with John wiping a single tear from his eye, Jonah then grows a little more serious as he asks Peter how he and Aunt May are doing. Peter, taking the lifeline being offered, quickly replies that doing well enough beside some trouble with the bills. John subtly turns to Jonah with a knowing look, after which Jonah says that if Peter needs a job, he could get Peter a job as an intern or something at the Daily Bugle. Peter politely shakes his head and, smiling, replies that he's thankful for the offer but that he already has a job as an assistant at Horizon Labs. Jonah's eyes brighten, and he commends Peter for his intiative at providing for the family, assuring him that Uncle Ben would be proud of him. "Though," Jonah adds, "if that job doesn't work out for ya', don't be afraid to come to me if you need any help." Peter blushes and smiles appreciatively, though there is a little conflict in his eyes, as John asks if that's the same Horizon Labs that was targeted about a month ago. Peter simply says that he'd made a good impression on Dr. Connors before deflectively asking how the interviews have gone. John subtly eyes him with a curious look, noticing Peter's reluctance to speak on the matter, before Jonah takes the moment to launch into one of his infamous tirades and rants about how utterly bland the evening has been.
We cut to an old junkyard where Fancy Dan, Montana, Ox, and the goons the Goblin assigned to them are waiting to carry out their job, with Stinger using a payphone nearby. Ox looks at the goons with contempt and huffs to his compatriots that these fools wouldn't be able to punch their way out of a soggy paper bag, let alone take an entire gala hostage. Montana lets out a puff of cigar smoke as Fancy Dan nods in agreement, the latter then lamenting how crime has lost all of its romanticism and gravitas. "Way back when, we had the daring escapades of Lincoln Slade, the Rawhide Kid, the Gunhawks, and the like," Fancy Dan rants, "Nowadays, it seems like any random fool can pick up a gun, smash some windows, and become infamous." Montana rolls his eyes at Fancy Dan's dramatics and tells Ox that he doesn't like them having to babysit these schmucks either but that they don't really have a choice in the matter. The best they can do is have the goons distract Spider-Man before they take the nosy vigilante out for good. Ox huffs and says that he still doesn't like it, to which Montana blithely responds he doesn't have to like it, just understand it. They're interrupted, however, when Stinger rushes over and says that it's time. The rest of the Enforcers nod in assent as they instantly rise to their feet and get ready to move out. Stinger meanwhile yells at the assembled mooks to get off their bums and get into their vehicles already, causing the goons to scramble as they hurry to their assigned vehicles.
We then transition to Cpt. Stacy in uniform eating some appetizers as Jonah and John approach him for an interview. Cpt. Stacy, though a little annoyed about being interrupted like this, politely acquiesces to Jonah's request to answer a few questions. After asking some standard questions, Jonah then brusquely questions him about the seemingly lackluster response by the police to the recent surge of both organized and independent crime, with the likes of Black Cat and Paste-Pot Pete terrorizing New York City. Cpt. Stacy sighs internally, his eyes filled with subtle resignation to being asked this question yet again, before politely replying that he understands the concerns that Mr. Jameson has and that he does not fault him for holding them. However, what Mr. Jameson needs to recognize is that the police are handling a delicate situation that, if they are not careful, could boil over into a violent gang war and that the police are doing the best they can with an awful situation. Jameson is not convinced, however, and bluntly retorts that it's hard to believe that when vigilantes like Spider-Man are more effective at doing the police's job than the police themselves. Cpt. Stacy's eyes narrow subtly at the mention of the vigilante, and he replies that the actions of the Spider-Man is causing more harm than good. "His antics undermine the people's trust in the law, which makes it harder for us to do our jobs," he firmly states, "Furthermore, his blatant impatience and disregard for caution will force the criminals to escalate in order to deal with him, which puts us and the general public at even more risk." Noticing the growing tension in the air, John quickly interjects and says that he and his father neither support Spider-Man's actions nor do they wish to imply such. However, the public are understandably worried about the recent rise in criminal activity and deserve reassurances that the police are doing their best to curtail crime in the city. The tensions bleeds out as Cpt. Stacy lets out a sigh and nods his head while Jonah begrudgingly huffs in agreement. John then begins to question Cpt. Stacy on the new measures and regulations the NYPD are implementing.
We then cut to Peter as he stops to look at a model of the solar system, appreciating the exhibit's scale and beauty. As he does so, a charming voice from behind him coyly asks what a handsome young man like him is doing all alone on a night like this. A little startled, Peter turns around and comes face to face with perhaps the most stunningly beautiful girl he's ever seen, perhaps even more so than Gwen and Black Cat.
The girl smirks in amusement as Peter, blushing wildly, subconsciously smooths over his clothes and nervously replies that he's just walking around and seeing the sights. Regaining some of his composure, he then introduces himself before asking her who she might be, to which she pushes some hair behind her ear and introduces herself as Felicia. Peter tugs on his shirt collar a little before awkwardly asking if she's enjoyed the gala so far, to which Felicia replies that it's admittedly been rather boring, with the event having only slightly more passion than a funeral. Looking up at the model solar system, she off-handedly comments that she used to beg her dad to bring her here so that she could look at all the pretty planets. "I'd always appreciated it more for its artistry than its science, though," she remarks before turning to Peter with a coy smile and a curious look in her eyes and asking for Peter's opinion on the exhibit. Peter's eyes light up a little, and he begins to enthusiastically ramble about the majesty of the solar system and the science behind it, with Felicia keenly listening as she leans against a nearby railing. He rambles on for a minute or two before getting flustered and beginning to stutter in the middle when he realizes he went full nerd in front of her. Felicia, for her part, throatily chuckles and jokes that while she didn't quite understand all of it, the passion that Peter showed certainly made up for it. "It's like those paintings by Picasso," she says, "You don't have to full understand it in order to evoke some feeling out of you." Peter gains a subtle sense of Deja Vu at the mention of Picasso, but he quickly forgets about it when Felicia asks if he can recite what he just told her in simpler terms, with the two then falling into easy conversation after that.
We cut to two guards watching the entrance as a car pulls up in front of the museum, with the Enforcers quickly stepping out. As they walk toward the museum, the guards tense and approach the Enforcers, only to have Ox shove a shotgun into their faces for their troubles. A smugly amused Stinger smirks and tells the guards to take the night off as he plays around with his blade a little. The guards hesitate for just a second before promptly running away. Montana guffaws at the sight of the fleeing guards, and Stinger smirks before turning to Fancy Dan and asking if he'd like to start the night with a bang.
Fancy Dan replies that it'd be his honor as he quickly draws his pistols with a dramatic flourish and, walking into the museum with the others close behind, firing one shot from each pistol. As the nearby guests scream and stumble away in terror, Stinger struts forward and loudly declares, "Ladies and gentlemen, this right here is a hostage situation. So stick 'em up!" Chaos erupts as goons rush in from every direction, taking guests captive and corraling them into specified areas as the Enforcers split up to cover the rest of the museum. Harry and MJ are among those taken hostage while Richard manages to slip away in the midst of all the confusion and chaos.
We smash cut back to Peter and Felicia talking as gunfire suddenly erupts in the distance, the two turning in shock as the sounds of frightened screams quickly follow. Stunned into a dumb stupor, the two quickly snap back into reality as Felicia grabs Peter by the hand and pulls him into a run, saying that she knows about a nearby exit. Peter initially tries to protest that he needs to find Harry and MJ, but as more gunfire erupts from behind him, he changes his mind and realizes that it'd be safer to save his friends as Spider-Man instead. They run for a few seconds before finding the exit, but they're stopped in their tracks when three goons emerge and point their guns at them, yelling at them to get back. Peter's body tenses as he steps in front of Felicia, semi-shielding her as he clenches his fists and his Spider-sense flares. Felicia tenses as well, slowly reaching for something in her purse as the goons approach the two with malicious intent. Then, suddenly, Richard appears and swiftly knocks out two of the henchmen, with Peter taking out the last goon while he's distracted by Richard.
As soon as the goons are down, Richard gestures for the other guests near them to run now, who listen and quickly flee. He then does a double-take when he notices Felicia, who's also surprised. After a few seconds of awkward silence, Richard curtly addresses Felicia, to which Felicia smugly responds with, "Brother." Peter's eyes widen a little as he quickly looks back and forth between the two in confusion, with Richard noticing and quickly explaining that Felicia's adopted. Peter ah's in understanding as Felicia smirks and snarkily asks, "Is now the winter of your discomfort, dear brother?"
Richard, a very unimpressed look on his face, coldly retorts that only she would be so unserious during a time like this. Peter puts himself in between the two trying to play peacemaker before asking Richard to tell them what on earth is going on right now. Taking in a deep breath, Richard nods and explains that gangsters have taken over the gala and are holding the guests, including his father Wilson Fisk, hostage in the middle of the museum. Felicia's eyes widen at the mention of her adoptive father, and she immediately runs back to help save him. Peter attempts to stop her, but Richard clasps his shoulder and shakes his head, saying that he should leave while he still can and that it's useless to try to stop Felicia. "Daddy's special girl needs to show her love for him, after all," Richard mutters under his breath as he leaves, with Peter hesitating as he looks back at where Felicia ran off to with a conflicted expression. After a few seconds of silent contemplation on what to do, determination then fills Peter's face, and he sucks in a deep breath before he quickly running out of the museum.
We cut to the Enforcers, minus Montana, and their henchmen as they round up their hostages and begin to corral them into various sections of the middle of the museum, with the Enforcers personally wrangling the richest and most influential individuals into the center of the room. Jonah caustically tells Fancy Dan off for handling his son roughly but is pistol whipped in the head for his trouble, causing him to stumble to the ground in pain. He's then roughly yanked back up as Stinger proceeds to tie him up. Harry comforts a scared MJ as Wilson Fisk, Richard and Felicia's father and the organizer of the gala, and his wife Vanessa are roughly shoved forward by Ox. With his arm wrapped around his wife protectively, Wilson glares at the Enforcers and warns them that they won't be getting away with this, with Ox rolling his eyes at the man's bluster. As Ox grabs some rope to tie up the Fisks with, Montana calls out to his fellow Enforcers as he and some goons appear with Felicia and some other unconscious goons in hand.
Seeing Felicia being held captive, Vanessa and Wilson's eyes widen with both intense fear and anger as they desperately call out to their adopted daughter, with Felicia doing the same as she struggles against two henchmen holding her in place. Vanessa attempts to run to her, but she's held back by Ox as Fancy Dan, Stinger, and some mooks quickly aim their weapons at her. Wilson, a dangerous and almost predatory calm in his voice, warns Stinger that he will rue the day he was born if he or any of his crew lays so much as a fingernail on either Vanessa or Felicia. Montana gives an infuriating smirk as he replies with a condescending drawl that they'd never harm a lady before pointing his gun at Felicia and adding, "...On purpose."
Vanessa cries out in hysterics to Felicia as she struggles against Ox before Wilson sighs in a resigned manner and nods his head. He then tells Vanessa and Felicia in a reassuring tone that everything will be fine and that they're better off cooperating for now, allowing himself to be tied up and convincing Felicia and Vanessa to stop resisting. Montana then shoves Felicia toward some other mooks so that they can tie her up. Fancy Dan shakes his head disapprovingly and tells Montana that he shouldn't be treating a lady like that, with Montana scoffing that that ship sailed a long time ago. Ox finishes tying the Fisks up before noticing the knocked out goons and asking what happened to them. Montana sighs in annoyance as he explains that they were found unconscious near one of the exits, to which Ox slaps his forehead and mutters under his breath that this is why they don't bring mooks along on their jobs. Stinger then orders Montana to wake the men up already before turning to one of the goons, Joey Quesada, and calling him over. Stinger tells Quesada that he's in charge of keeping order while he and the rest of the Enforcers prepare for the arrival of the pesky Spider-Freak. "We're here to kill the Spider-Freak and the Spider-Freak only," Stinger pointedly says as he pokes Quesada in the chest, "So whatever happens, at least remember this. Don't. Get. The. Bloody. Hostages. Hurt. Am I clear, or did I use too many big words for you to understand?"
The obviously uncomfortable and slightly insulted Quesada nods in understanding before pointing out that it might be better to keep everyone together in one group so that it'll be harder for the Spider-Man to take them out. Stinger coldly stares at Quesada before flatly stating that he and the others mooks are here to follow orders and not ask stupid questions. Quesada tries to protest, but Stinger brushes him off and leaves along with the rest of the Enforcers to prepare. "Cocky bastard," Quesada mutters under his breath before telling the others to form a perimeter and keep an ear and eye out for the Spider-Freak. If they spot any odd-looking guy wearing all black, they should shoot first and shoot last, no questions asked.
We then cut to Peter now in costume as he carefully looks into the museum through a rooftop window, taking mental notes of where the goons are and the best way to take them out one by one. Taking in a deep breath to prepare himself, he then slowly opens the window before carefully entering the museum. Stealthily making his way through the museum's hallways, he takes out two guards who are out patrolling out by bashing their heads together before webbing them up. Briefly looking at his webshooters, he mutters under his breath that he should probably not use up all his webbing this early on. He then continues to make his way around the museum, picking off isolated groups of two or three henchmen before making his way to the main room.
We smash cut to Quesada as he and the rest of the goons, about six people total, watch over the hostages in the main room, the air tense and anxious as they await the Spider-Freak. Quiet sobs and anxious whispers are the only sounds that can be heard as Quesada keeps watch with a cold stare, his finger dangerously twitching near the trigger. "The patrols should have been back by now," he quietly mutters as he turns to glare at some whimpering hostages, causing them to shrink back and look away in fear. Suddenly, a loud cry is heard from off-screen, and everyone in the room, hostage and hostage-taker, whips around toward the commotion just as the cry is silenced as suddenly as it rang out. Quesada's eyes widen in fearful realization as one of the mooks attempts to run over and assist. Quesada barks at the man to stop as he and the rest of the goons aim their guns, ordering him to get the hell back here now. When the man attempts to protest, Quesada says that it's too late for the poor schmuck now and that all they can do now is stick together and pray that they're able to fill the freak with lead. The goons form a small circle as they watch from all angles for the vigilante, bodies subtly shaking with fear and sweat trickling down their faces.
As the goons and some of the other hostages panic, Felicia whispers to MJ and Harry to come over to her. After they carefully hobble over to where Felicia is, Felicia whispers that she has a plan on how to distract the guards but that she'll need their help to carry it out. Harry protests that they'll risk getting shot doing that, to which Felicia responds that they're already at risk of being shot as hostages and that they might as well take a leap of faith. Harry and MJ turn to look each other in the eyes for a few seconds before coming to a silent accord, with Harry turning back to Felicia and saying that they're in.
As the goons continue to twitch and fret, with Quesada loudly taunting Spider-Man in an effort to draw him out, they're startled by a sudden commotion. Quesada turns to see Felicia and MJ starting a vocal "fight" about Felicia eyeing up MJ's man as Harry "deaperately" tries to play peacemaker. Jonah and John watch on with incredulous befuddlement as Norman coldly tells Harry to get his date under control already. Vanessa is confused and tries to stop the fight, but Wilson, a subtle smile of understanding on his face, stops her and says that it's best to let this play out. Quesada angrily yells at the girls to shut the hell up, but he's ignored as the two continue to trade insults and barbs. He angrily approaches and once again yells for them to shut up, raising his pistol in preparation to hit them with it.
Suddenly, a potted plant soars through the air and smashes into the circle of unsuspecting goons, knocking two out and causing the other three to stumble back in shock. Quesada, startled beyond measure, lets out a frightened yelp and turns just in time to see Spider-Man shoot out a line of webbing before hurling himself towards the three other goons. Kicking one of the mooks to the ground unconscious, Spider-Man then ducks under the punch of another before grabbing the man and throwing him at the other goon, sending them flying a few foot away. Quesada quickly shakes out of his stupor, however, and begins to fire at Spider-Man, who nimbly dodges as he runs at the two other goons. As Quesada shoots, however, Harry takes advantage of the distraction to sneakily inch his way toward him before sweeping his legs from under. As Quesada falls to the ground with a hard thump, Harry quickly knocks him out with a blow to the head before slowly inching his towards the man's belt. Struggling a little, Harry then manages to grab a knife from Quesada's belt that he uses to cut himself free. As Spider-Man deals with the other two henchmen, Harry then cuts Felicia and MJ free as well before the three work on getting the rest of the hostages free.
Spider-Man takes the moment to catch his breath and, after looking around the room and believing that he's cleared all of the gangsters, lets out a relieved sigh. "Good evening, folks," he goodnaturedly quips as gives two-fingered salute, trying to reassure the hostages and ease the tension in the room, "you're all free to leave now, I'm just your Friendly Neighborhood Spider-Man trying to fight crime whenever and wherever I can."
Jonah ask Spider-Man a question about his motives for being a vigilante as MJ starts untying him, with MJ staring at him incredulously as John shakes his head and tells his dad that now really isn't the best time to begin an interview. Before Peter can formulate an answer, however, his Spider-Sense tingles rapidly, and he leaps to the side just as a bullet impacts the floor behind him. We then cut to Fancy Dan, who has revealed himself from his hiding spot in a nearby closet, as he opens fire on the vigilante. Diving behind a nearby bench, Spider-Man quickly peaks out of cover and fires a blast of webbing, gumming up the gun and rendering it inoperable.
His Spider-Sense tingles again, and Peter turns to see Ox, shotgun in hand, barrel-rushing at him with the intent to squash him like a bug. Peter promptly shoots a line of webbing at Ox's shotgun and tugs as hard as he can, yanking the weapon out of Ox's hands and sending it flying. The biggest member of the Enforcer is hardly phased by this and instead merely continues to charge at Spider-Man, who dodges the first few punches before leaping over Ox and pushing himself off of the bulky gangster to gain some distance from him.
Spider-Man fires out a line of webbing hoping to reposition himself, only for it to be cleanly cut through in a flash of silver as Stinger hurls his blade. Spider-Man tries to recover as he's sent tumbling through the air before a lasso snaps tight around his leg. Peter manages to turn his head just fast enough to see Montana pull down on the lasso before being unceremoniously slammed down into the ground. The rope around Peter's foot swiftly unravels right as Ox, who was still close by, punts Peter across the room with a massive kick. Peter skids along the ground for a few seconds before managing to reorient himself, swaying a little as he gets back into a fighting stance.
"The boss really should've let us run this job ourselves, the fodder just wasted time," Fancy Dan grouses as he tosses away his gummed-up gun, given that it's been rendered inoperable by Spider-Man's webbing. "Now, now, there's no need to be unkind to them," Montana lightly chides, "They were only ever here to give us cover. Besides, we weren't gonna split the money with them either way."
Stinger slowly walks forward trying to get an angle on Spider-Man, twirling his blade a little in preparation of throwing it. "Save the yapping for later, boys, we've got a job to finish here," Stinger says as Fancy Dan grumbles and Ox mentions wanting extra pay to replace his gun before the team all begin to spread out and surround Spider-Man. Stinger, however, pauses to turn to face the crowd of hostages, his bladed weapon threateningly gleaming in his hand.
"Good evening, ladies and gents," Mac loudly proclaims, "As of now, you're all free to leave. We're just here for this vigilante on account of our boss needing some extermination specialists to handle things here. If none of you decide to play the hero then you'll all come out of this ordeal alright. If any of you try and emulate Kid Arachnid over here, well...then things might get a little messy."
"What, we can't talk this out?" Spider-Man mockingly asks, "I thought between the Dandy Gunner, Texas cowboy-"
"Montana," Montana interjects lightly in annoyance, "I'm from Montana."
"Montana cowboy," Spider-Man somewhat sarcastically corrects himself before continuing with his quip, "big and burly, and fancy knife on a rope man, we could all come to an understanding as fellow costumed weirdos, and you'd let me go about my night in peace."
"We've got exactly fifty-thousand reasons not to do that" Ox says as guests take Stinger's advice and begin to flee while they can. Fancy Dan quickly adds to Ox's statement and states that there's also their professional reputation and general pride mercenaries at stake here, as well as not wanting to anger the Goblin, so that makes that fifty-thousand and three reasons actually. He then turns to Spider-Man and says that he and his buddies won't let the bug go, but he certainly won't complain if he just rolled over and made it easy for them. Montana sarcastically asks Fancy Dan if he's also going to expound about their childhoods while he's at it, with Stinger pinching the bridge of his nose and exasperatedly sighing at his companions' antics.
"I think I'll pass, thanks very much," Spider-Man retorts, preparing for things to break back out into chaos. Under the mask, Peter grows ever tenser at the brief mention that these men are working for the Goblin. Stinger tuts that that's a shame right before he hurls his weapon at where Spider-Man was standing, who quickly leaps back to avoid the strike and lands onto a nearby exhibit. He then intercepts Montana's lasso with a blast of his webshooters, pinning the rope to the ground. In response, Montana just pulls out a rifle and begins firing at Spider-Man. Peter leaps off of the exhibit and touches back down onto the ground right as Ox rushes him. Peter deftly avoids the first few wild haymakers Ox throws at him before firing back with a flurry of blows that sends Ox staggering back. Peter is then caught off guard when Fancy Dan rushes him, and despite Peter's skill in close combat fighting, he's still taken by surprise when Fancy Dan catches him with a roundhouse kick to the head that sends him stumbling away.
Alerted by the sudden tingle of his Spider-Sense, Peter then rolls out of the way of Stinger's blade lashing out toward him. He once more exchanges blows with Fancy Dan only to be suddenly knocked back by an enraged Ox, who turns a shoulder-check into a powerful backhand. Peter quickly fires out a webline and begins swinging around, trying to outmaneuver the enforcers as Montana unloads another round from his rifle and Fancy Dan draws another pistol to support his comrade.
We then cut back to the hostages with Harry untying his father. Watching the fight, a worried Harry asks if they should help Spider-Man which Norman, his eyes cold and calculating, denies, saying it's not their place to get involved with madmen and vigilante lunatics as it's too dangerous for them. This is a job for the police to handle, instead. Harry is ultimately swayed to Norman's viewpoint, and as Felicia and MJ finish up untying more of the hostages, the rest of the hostages all begin to flee. Wilson, gently wiping some dirt off his shoulder, takes his wife arm in arm and calmly marches his way out of the room, with a fleeing hostage or two turning to look at him with incredulity. At this time, George Stacy grabs Police Chief Marion Dunby and tells him to call for back up as he's going to help ensure that everyone else can get away.
We then cut back to Peter as he continues to evade the Enforcers and manages to gunk up their guns with his webs, forcing them to abandon their guns and to go on the defensive as they now need to avoid getting hit by any of his webs or else they'll get pinned. Ox and Montana take cover together behind an exhbit while Fancy Dan and Stinger hide behind some benches and occasionally make attempts to hit Spider-Man out of the air.
Ox eventually grows frustrated with the lack of progress they're making and picks up a nearby trash can before hurling it at Spider-Man with brutal speed. Peter's Spider-Sense flares violently, and he cuts the line he was swinging on out of mid-air and grabs the trash can out of the air with new weblines. He makes use of the trashcan's momentum to briefly swing it around before throwing it at Montana. Ox steps in front of Montana and blocks the blow, but it crashes into his head and knocks him onto the floor unconscious. The remaining enforcers grow enraged at this, with Montana now leaping out of cover to take on Spider-Man. Before either Fancy Dan or Stinger can assist, they hear a confident and commanding voice call them out.
"Freeze," Cpt. Stacy authoritatively yells as he aims a pistol, a trickle of nervous sweat on his brow, "All of you are under arrest!"
Stinger and Fancy Dan both look at each other before Stinger orders Fancy Dan to take the officer out. "No killing or maiming" he adds, "But make it fast, Montana's gonna need some backup."
Before Cpt. Stacy can respond, Fancy Dan rushes at him and sweeps his leg, causing George's single shot to go high and miss everyone, before slamming him back to the ground and taking his gun. Fancy Dan points the gun at Cpt. Stacy and considers more permanently disabling him, but before he can decide to follow up on that, they hear Montana cry out in shock. They turn just as Spider-Man manages to blind Montana by covering the upper half of his face with webbing, minus his nostrils, before sending him crashing into a wall with a kick to the gut.
"You'll pay for that, wallcrawler!" Stinger shouts as Fancy Dan unloads his stolen gun, forcing Peter to leap out of the way as Montana claws at his face in a futile effort to remove the webbing from his eyes. Spider-Man continues to dodge, but eventually, Stinger spots what he was looking for. He throws his weapon forward and swings, causing the rope to snap taught as the blade gleams well overhead of Spider-Man.
"With aim like that, I wouldn't be paying for anything any time soon," Peter mocks which causes Fancy Dan to laugh before giving a chilling response.
"Heh... Stinger wasn't aiming for you."
Peter's Spider-Sense then suddenly starts screaming at full strength as he spots the model of Jupiter that they'd been fighting under fall as the wires suspending it were either cut by Stinger's weapon or snapped under the additional strain. Peter fires off a webline to get out of there as fast as possible and just barely manages to make it out of there without getting crushed to death. He hears one last bark of the gun as Fancy Dan shatters the glass ceiling, causing shards of glass to rain down and denying Peter a convenient way to swing around the room as now there is far less roof to connect his line to.
"Give it up, Spider-Man," Stinger growls, "The more you struggle, the more painful it's going to be when we do finish you off." Peter takes a deep breath and readies himself, not bothering to respond to Stinger's taunts. Spider-Man then leaps out and over the downed planet exhibit before firing another web blast at Fancy Dan's gun and another at a chunk of plaster from an exhibit that was destroyed over the course of their fight. Fancy Dan manages to leap out of the way of Peter's webshot and dodges the chunk Peter pulled at him, but by the time he readies his aim again, Spider-Man has closed the distance and managed to sock him right across the face. Dan turns and attempts to kick Spider-Man in the head, but he's caught off-guard when Spider-Man fires a blast of webs at his other foot rooting him to the ground, though at the cost of the remainder of his web fluid, which causes Fancy Dan to fall to the ground with an impotent squeal. Without his maneuverability, Fancy Dan is unable to fight effectively and Peter is able to knock him out with a swift punch to the face. Now all that's left to deal with is Stinger.
Peter hears a distinct whirling noise before his Spider-Sense triggers in a now familiar tune. Peter dodges a series of strikes from Stinger's blade as it dances and contorts through the air, driven by Stinger and his desire to kill Spider-Man. "You ever think of joining the circus with that trick," Peter mockingly questions as he ducks under the blade, "I bet you clowns would be a real hit, probably make better money then your current work." Stinger grows enraged and tells Peter that the Enforcers did not come to New York from the west to be mocked by some high and mighty freak too cocky for his own good. He then rushes in and begins slashing at Spider-Man, forcing him to carefully dodge and weave around the vicious slashes, stabs, and swings.
"I'm a mocker," Peter glibly states, trying to further knock Stinger off balance, "Though, if you can't handle a little heckling, you and your gang of goons would've never made it in the circus or New York." Mac grows increasingly angry as Spider-Man continues to dodge his strikes, eventually screaming at him to sit still and die already. Spider-Man slowly but surely leads Mac over to a nearby exhibit. Mac then thrusts his blade forward, thinking thay he's finally cornered Spider-Man, only for Spider-Man to leap up at the last second, causing Mac to plunge his blade into the nearby exhibit and getting it stuck. Stinger is forced to abandon his blade before briefly trying to fight him hand to hand, but he is swiftly knocked to the floor as Spider-Man is far superior to him in this regard.
"Now, what was that you and your friends said about not wanting to piss off the Goblin," Peter coldly states, "Because as much fun as I had dealing with the clowns, I'd much rather talk to the ringmaster." Stinger, a vitriolic expression of hate on his face, just spits in Spider-Man's face, which causes Peter to jolt back a little in disgust before trying to wipe it off. "Go to hell, freak," Stinger angrily responds, "We'll hunt you down one way or another. The Enforcers don't miss a mark." Peter bluntly responds that they sure missed this mark, which causes Mac to coldly respond that he's now made it personal.
Shaking his head slightly, Peter then stands up to see Cpt. Stacy staggering forward, who declares that all of them are under arrest and that they can settle all of their petty grudges in prison. Peter decides that discretion is the better part of valor and flees, which causes George to chase after him. Mac bitterly chuckles at the irony of it all as he slowly limps his way out of the museum, though not before turning to look at the remaining Enforcers and vowing to get them out as soon as he can. As he leaves, sirens begin to flare in the distance.
We then cut to a slightly tired Peter going to school the next day as he meets up with Harry and MJ and asks how they're doing after last night. MJ smiles and says that they're doing fine, if a bit rattled, before asking Peter what happened to him. Peter chuckles awkwardly and says that he just went home after calling the police; he then apologizes for not trying to help them. Harry snorts and waves Peter's concerns off goodnaturedly, replying that Peter hadn't intentionally tried to abandon them and that it would have probably been worse had Peter gone back for them. At the end of the day, all that mattered was that they were all safe and sound now. Peter and MJ both nod at that statement in agreement as Peter smiles softly and states that he has such great friends. MJ smiles at that; but her smile slowly warps into a mischevious grin befote she cheekily asks, "Speaking of friends, how'd your little date with Felicia go, tiger?" Peter's brain comes to a full stop, and he begins to stammer incoherently as his face grows tomato red. This causes Harry and MJ to burst out in laughter before continuing to playfully tease and rib at their embarrassed friend as they walk off to class, with Harry mock-lamenting what Gwen would feel about Peter's betrayal.
We then transition to a secret laboratory somewhere in New York, with the whole thing eerily illuminated by a flickering green light. The camera passes an octopus swimming in a tank as we hear something let out a blood curdling shriek. The camera pans around and we get to see Dr. Otto Octavius, a short squat man with neatly combed black hair and square glasses, jot down some notes as the shriek rings out again from his experiment just offscreen. Otto takes a sip of bitter coffee and impassively watches just before a phone begins to ring. He then picks up a nearby phone from a table and answers the call. Osborn's voice rings out from the receiver and coolly acknowledges him, who politely greets Osborn and asks what kind of assistance he requires from Dr. Octavius. Osborn coldly and bluntly replies, "I shall make this quick and simple, doctor. Our normal measures against troublemakers have proven... ineffective at best in dealing with the Spider-Man. I will need to make use of some of your enhanced assets in order to deal with this insolent tick. I trust that you will be able to meet my needs?" Dr. Octavius's eyes widen with glee, and he gives an unsettling grin as he replies that he'll be sure to find the answer to Osborn's pest problem. Osborn says that that had better be so before giving a curt goodbye and hanging up. Dr. Octavius puts the receiver away before returning to observing his experiment, cheerfully singing "Ich Hab die Nacht geträumet" to himself as he pulls out a nearby file labelled "Project Echidna". The camera then begins to slowly pan out to show the rest of the laboratory, still illuminated by the ghastly green light. The octopus drifts in its tank, uncaring of what's going on around it as various misshapen monstrous figures that vaguely resemble twisted parodies of the animal kingdom and a few bubbling vats of unknown substances can be vaguely made out in the dark. A newfound scream can be heard, piercing through the darkness before smash cutting to black.
We transition to closing credits.
