A strange black entity from another world bonds with Peter Parker and causes inner turmoil as he contends with new villains, temptations, and revenge.

[last lines]
Peter Parker: Whatever comes our way, whatever battle we have raging inside us, we always have a choice. My friend Harry taught me that. He chose to be the best of himself. It's the choices that make us who we are, and we can always choose to do what's right.
Harry Osborn: You gonna kill me like you killed me father?
Peter Parker: I'm done trying to convince you.
Harry Osborn: You took him from me. He loved me.
Peter Parker: No. He despised you. You were an embarrassment to him.
Peter Parker: Look at little Goblin Junior. Gonna cry?
Peter Parker: Flint Marko. The man who killed Uncle Ben, he was killed last night.
Aunt May: Oh, my. What happened?
Peter Parker: Spider-Man killed him.
Aunt May: Spider-Man? I don't understand, Spider-Man doesn't kill people. What happened?
Peter Parker: I, uh... He... he was... I thought that - That you'd feel... He deserved it, didn't he?
Aunt May: I don't think it's for us to say whether a person deserves to live or die.
Peter Parker: But, Aunt May, he killed Uncle Ben.
Aunt May: Uncle Ben meant the world to us. But he wouldn't want us living one second with revenge in our hearts. It's like a poison. It can - It can take you over. Before you know it, turn us into something ugly.
Eddie Brock: Oh! My Spider-Sense is tingling!
[pulls Mary Jane Closer to Himself and Points to Her]
Eddie Brock: ...If you know what I'm talking about!
Spider-Man: You came.
New Goblin: Looks like just in the nick of time.
Spider-Man: A couple of minutes ago wouldn't have been so bad either.
New Goblin: [Smiles] What are you gonna do?
Peter Parker: [coming down to Harry's side along with Mary Jane] Hey, pal. How you doing?
Harry Osborn: [sarcastically] Been better.
Peter Parker: We'll get you through this.
Harry Osborn: [shakes his head slowly] No.
Peter Parker: I never should have hurt you... said those things.
Harry Osborn: None of that matters, Peter. You're my friend.
Peter Parker: Best friend.
Peter Parker: Eddie, the suit you've got to take it off.
Eddie Brock: Oh, you'd like that, wouldn't you?
Peter Parker: I know what it feels like. It feels good. The power. Everything. But you'll lose yourself. It'll destroy you. Let it go.
Venom: I like being bad. It makes me happy.
Flint Marko: [looks down at the crowd below] I didn't want this. But I had no choice...
Peter Parker: We always have a choice. You had a choice when you killed my uncle.
Flint Marko: My daughter was dying, I needed money.
[flashback: Flint knocks on the car window with a gun]
Flint Marko: I was scared. I told your uncle all I wanted was the car. He said to me "Why don't you just put down the gun and go home?" I realise now he was just trying to help me.
[Uncle Ben tells Flint to put down the gun and go home, just when Flint's partner exits a nearby building with the money]
Flint Marko: Then I saw my partner running over with the cash... and the gun was in my hand...
[he shakes Flint's arm - causing him to shoot Uncle Ben. Flint realizes this]
Flint Marko: I did a terrible thing to you, I spent a lot of nights wishing I could take it back.
[Flint's partner drives off with the car, but Flint stays by Uncle Ben's side]
Flint Marko: [to Peter] I'm not asking you to forgive me. I just want you to understand.
Peter Parker: I've done terrible things too.
Flint Marko: I didn't choose to be this. The only thing left of me now... is my daughter.
Peter Parker: [after a pause] I forgive you.
Aunt May: How's Mary Jane?
Peter Parker: I don't know.
Aunt May: I never heard from you. Did you ever propose?
Peter Parker: You said a husband's gotta put his wife before himself.
[puts the ring in her hand]
Peter Parker: I'm not ready.
Aunt May: But what happened? You seemed so sure.
Peter Parker: Yeah. I, uh... I hurt her, Aunt May. I don't know what to do.
Aunt May: Well, you start by doing the hardest thing: You forgive yourself. I believe in you, Peter. You're a good person. And I know you'll find a way to put it right.
[places the ring on the TV]
Aunt May: In time.
Peter Parker: You're trash, Brock.
Eddie Brock: Excuse me?
Peter Parker: [Peter drops evidence on Eddie's desk revealing that his picture had been modified] Your picture's a fake.
Eddie Brock: Oh, Parker, you are such a boy scout. When are you going to give a guy a break?
Peter Parker: [Peter grabs Eddie and pushes him into his framed fake picture; Bugle workers all look at them] You want forgiveness? Get religion.
Joseph 'Robbie' Robertson: What's going on here?
Miss Brant: Are you guys all right?
Eddie Brock: Yeah. No, we - We're just horsing around.
[quietly to Peter]
Eddie Brock: Look, I'm begging you. If you do this, I will lose everything. There's not a paper in town that will hire me.
Peter Parker: You should've thought of that earlier.
Joseph 'Robbie' Robertson: What are you doing, Peter?
Peter Parker: [gives evidence to Robbie and walks away] Show this to your editor. Tell him to check his source next time.
Mary Jane Watson: Who are you?
Peter Parker: I don't know...
Peter Parker: Stings doesn't it?
Harry Osborn: I protected you in high school. Now I'm gonna kick your little ass.
Peter Parker: Ooh.
[first lines]
Peter Parker: [Narrating] It's me! Peter Parker! Your friendly neighborhood... You know. I've come a long way from becoming the boy who was bitten by a spider. Back then, nothing seemed to go right for me, and now...
Kid in Times Square: [pointing at a giant screen in Times Square] Hey look, it's Spider-Man!
Peter Parker: [Narrating] People really like me.
Peter Parker: I never should have hurt you. And said those things.
Harry Osborn: None of that matters, Peter. You're my friend.
Peter Parker: Best friend.
Mr. Ditkovitch: Rent?
Peter Parker: You'll get it later.
Mr. Ditkovitch: Its a free country. Not a rent-free country.
Peter Parker: [Tries opening his room and the door handle breaks]
Peter Parker: You will get your rent when you fix this DAM DOOR!
Eddie Brock: Hey. I'm the new guy.
Spider-Man: New guy?
Eddie Brock: From now on, I am gonna be taking shots of you for the Bugle. So smile. Are you smiling? Just kidding.
Spider-Man: They got a guy.
Eddie Brock: Who, Parker? Um, yeah, look, just between you and me, guys kind of an amateur. Have you noticed his stuff makes you a little bloated? Just - Yeah, a little chunky.
Spider-Man: Okay.
Eddie Brock: But you don't have to worry about that, buddy.
Miss Brant: [beeps on speaker phone, shaking desk] Your blood pressure, Mr. Jameson. Your wife told me to tell you to watch the anger.
J. Jonah Jameson: YOU TELL MY WIFE...
[calms down]
J. Jonah Jameson: [speaks into phone] Thank you.
[turns to Hoffman]
J. Jonah Jameson: Continue.
Miss Brant: [buzzes phone and shakes desk again] Time to take your pill.
Miss Brant: [buzz] Not that one.
Miss Brant: [buzz] Not that one.
J. Jonah Jameson: [points to jar of pills]
Miss Brant: [nods and buzzes phone] Drink plenty of water.
J. Jonah Jameson: [sigh] Thank you.
J. Jonah Jameson: [referring to Eddie and Peter] You want a staff job, and you want a staff job, anybody care about what I want?
Hoffman: [opens Jameson's office door and quickly answers] I do.
J. Jonah Jameson: [calmly] Shut up. Get out.
Harry Osborn: You knew this was coming Pete!
Peter Parker: Listen to me! I didn't kill your father!
Peter Parker: He was trying to kill me! He killed himself!
Harry Osborn: Shut up!
Flint Marko: [grabs Venom in mid-swing, thinking he's Spider-Man] End of the line, Spider-Man.
Venom: [roars in his face]
Flint Marko: [seeing it's not Spider-Man, tosses him aside]
Venom: I want him dead too, Flint. That's why I've been looking for you. Oh, yeah, I know all about you. Like the fact that Spider-Man won't let you help your poor daughter. It's just - That doesn't seem right to me. Look, I want to kill the spider, you wanna kill the spider. Together, he doesn't stand a chance. Interested?
Flint Marko: Yeah.
Venom: Never wound what you can't kill.
Mary Jane Watson: That was OUR kiss!
Peter Parker: We can find a way to settle this.
Eddie Brock: You're so right. I'm thinking... humiliation. Kind of like how you humiliated me. Do you remember? Do you remember what you did to me? You made me lose my girl. Now I'm gonna make you lose yours. How's that sound, tiger?
Flint Marko: I had a good reason for what I was doing. And that's the truth.
Emma Marko: You and the truth, sitting in prison, having three meals a day together. I live in the presence of great truth...
[points at her daughter's bedroom]
Emma Marko: ...and that is the truth that you left behind right there in that bedroom.
[Penny walks out of her room, Flint walks up to her]
Flint Marko: Penny. I missed you.
Penny Marko: I miss you too, Daddy.
Flint Marko: I promise I'll make you healthy again. Whatever it takes, I'll get the money.
Emma Marko: You get out of here. Now.
Flint Marko: [exits through the window] I'm not a bad person. Just had bad luck.
Houseman: [to Harry, upon his refusal to aid Peter] If I may, Sir, I've seen things in this house I've never spoke of... The night your father died, I... I cleaned his wound... the blade that pierced his body came from HIS Glider. I... I know you're trying to defend your fathers' honor, but there is no question that he died by his own hand. I loved your father, as I've loved you, Harry... as your friends love you...
Harry Osborn: [after topping his drink with an olive, Harry realizes that Peter is standing behind him] Would you like a drink? I'm sorry. What was I thinking? Bad for the public image, right, Mr. Key-to-the-City?
Peter Parker: [referring to Mary Jane] What did you do to her?
Harry Osborn: [Harry takes a sip of his drink] II did what you failed to do. I was there for her. Mary Jane and I, we understand each other.
Peter Parker: She doesn't know what you are.
Peter Parker: Peter, she knows me very well. And when she kissed me, it was just like she used to kiss me. That taste... Strawberries.
Spider-Man: Shazam!
Harry Osborn: It's a funny feeling, not knowing who you are. I get a bump on the head and I'm free as a bird.
Mary Jane Watson: Can you bump me on the head?
Harry Osborn: [taps MJ on the head] Bop!
Mary Jane Watson: [reacts to tap by throwing head back and laughing]
J. Jonah Jameson: Parker? Parker, where - ? I need a photographer.
[looks at the girl with the camera]
J. Jonah Jameson: Hey, kid, you want a job?
Girl with Camera: Why would I wanna job? I'm just a kid.
J. Jonah Jameson: All right, how much for the camera?
Girl with Camera: One hundred bucks.
J. Jonah Jameson: A hundred bucks?
[looks up again]
J. Jonah Jameson: All right, you little crook. Here.
[gives the money to the girl and gets the camera]
J. Jonah Jameson: [tries to shoot, but the camera's empty] What the - ?
[looks at the girl]
Girl with Camera: Film's extra.
[repeated line]
Eddie Brock: It's Brock, sir. Edward Brock, Jr.
Crowd: [cheering] Kiss him! Kiss him!
Peter Parker: Go ahead. Lay one on me.
Gwen Stacy: Really?
Peter Parker: Yeah. They'll love it.
Boy at Keys to the City Ceremony: [covering eyes] Don't do it, Spidey.
[Gwen pulls a part of Spider-Man's mask down; they kiss]
Boy at Keys to the City Ceremony: Ew.
Miss Brant: Your shots are so good.
Peter Parker: I'd love to shoot you sometime.
Miss Brant: Peter Parker... oh, Peter...
J. Jonah Jameson: Brant, that's not the post I hired you for!
Eddie Brock: Betty, Betty, bo-Betty, banana-fana, fo-Fetty!
Miss Brant: He's busy.
Eddie Brock: Aw, I'm just here to talk to you, beautiful!
Miss Brant: What's that smell?
Eddie Brock: Just a little something called 'Nice And Easy', what's on you?
Miss Brant: It's called 'Go Away'!
Peter Parker: This suit, where'd this come from? The power, feels good... But you lose yourself to it...
Eddie Brock: [as Black Suited Spider-Man gets ready to plunge into the sewer and pursue Sandman] Whoa. Buddy, love the new outfit. This is exactly what I need to scoop Parker. Gimme - Give me some of that web action.
Spider-Man: [slings a string of web, grabs Eddie's camera and slams it against the wall breaking it] See ya, chump.
Eddie Brock: [shouts at Spider- man who is already jumped down the sewer] What the hell?
Peter Parker: Now dig on this.
Harry Osborn: Hey Bernard? Do I have any girlfriends?
Bernard: Not that I know of, sir.
[Harry, chasing Peter, throws one of his many devices at him. As it explodes and becomes a razor bat... ]
Peter Parker: Hate those things!
[a nurse compliments Harry about Peter and Mary Jane]
Harry Osborn: They're my best friends... I'd give my life for them.
Mary Jane Watson: Tell me you love me?
Peter Parker: I love you... I love you so much. I always have.
Maître d': [in French Accent] Name, please?
Peter Parker: Parker, Peter
Maître d': [looks through reservation book] Ahh, there we are... table for two, Pecker...
Peter Parker: Parker...
Maître d': [in French accent] That is what I said, Pecker!
Mary Jane Watson: We've all done terrible things to each other, but we have to forgive each other. Or everything we ever were will mean nothing.
[from trailer]
Peter Parker: This suit, where'd this come from? The power, feels good... But you lose yourself to it...
Gwen Stacy: I mean who gets kissed by Spider-Man, right?
Mary Jane Watson: I can't imagine.
Jazz Club Bouncer: [to the manager] Everything okay here Paul?
Peter Parker: [to the manager] Yeah, everything okay here Paul?
Jazz Club Manager: Take him out of here.
Jazz Club Bouncer: [grabbing Peter's arm] Let's go, sir.
Peter Parker: Take your hands off me.
New Goblin: If you wanna see Peter alive again, you're gonna do something for me.
Dr. Curt Connors: ...Don't let any of that get on you.
Peter Parker: Why?
Dr. Curt Connors: It has the characteristics of a symbiote, which needs to bond to a host in order to survive. And once it binds... it can be hard to UNbind.
Mary Jane Watson: Tell me again. Was I really good? I was so nervous. My knees were shaking.
Peter Parker: Your knees were fine.
Mary Jane Watson: The applause wasn't very loud.
Peter Parker: Yes, it was. Well, it's the acoustics. It's all about diffusion. It keeps the sound waves from grouping. You see when the sound waves, they propogate, then it's like an...
Mary Jane Watson: You are such a nerd.
Eddie Brock: It's Brock sir, Edward Brock Jr. I'm here humbled and humiliated to ask you for one thing... I want you to kill Peter Parker
Mary Jane Watson: [Peter jumps up to save Mary Jane] Peter. They're gonna kill us both.
Spider-Man: I'm gonna get you out of this.
Ursula: [after Peter yelled and insulted Mr. Ditkovitch and slams the door] That wasn't cool.
Mr. Ditkovitch: [still shocked by Peter's attitude] He's a good boy. He must be in some kind of trouble.
Coffee Shop Waitress: How's the pie?
Harry Osborn: So good...
Peter Parker: Hey, Mr. Ditkovitch.
Mr. Ditkovitch: An orange?
Peter Parker: No, thanks. Listen, I'm really sorry for what happened earlier. I shouldn't have yelled about that door. It was nothing to be angry about.
Mr. Ditkovitch: Ah, it's no big deal. But if you feel that bad about it, you can buy me pizza some time. Today's good.
Peter Parker: Okay.
Mr. Ditkovitch: Problem with the phone?
Peter Parker: No, no. I was just - Well, I was trying to figure out what to say.
Mr. Ditkovitch: If it's a woman you're calling, then you say: "You're good woman. I'm good man..."
Peter Parker: [confused stare]
Mr. Ditkovitch: Hm?
Ursula: Hi, Pete.
Peter Parker: Hi.
Mr. Ditkovitch: He's calling a woman.
Ursula: Are you calling Mary Jane? I think that would be so good...
Mr. Ditkovitch: This is none of your business. Go. Go.
[to Peter]
Mr. Ditkovitch: Call.
Spider-Man: [surprising the Sandman] Flint Marko.
Spider-Man: [angrily] Remember Ben Parker? The old man you shot down in cold blood?
Flint Marko: What does it matter to you, anyway?
Spider-Man: [as subway car passes by loudly and blares its horn] Everything!
Peter Parker: Harry! I need your help. I can't take them both, not by myself.
Harry Osborn: [turns to reveal scars] You don't deserve my help.
Peter Parker: Harry... she needs us.
Harry Osborn: Get out.
Peter Parker: [takes off his mask, has sand all over his face after just fighting the Sandman] Where do these guys COME from?
[takes off a boot, tips it upside down, sand continously pours out]
Captain Stacy: What's she doing up there?
Eddie Brock: I don't know I just saw her last night she said that she had a modeling gig.
Captain Stacy: Who are you?
Eddie Brock: It's Brock sir, Edward Brock Jr. and I work at the Daily Bugle... and I'm dating your daughter
Mary Jane Watson: Do you want to push me away?
Peter Parker: Push you away? Why would I want to push you away... I love you!
Man in Times Square: You know, I guess one person really can make a difference...
[pats Peter Parker on shoulder]
Man in Times Square: 'Nuff said!
J. Jonah Jameson: [Catching Betty Brant and Peter Parker about to kiss] Parker! Miss Brant! That's not the position I hired you for!
Mary Jane Watson: Let me ask you something. When you kissed her, who was kissing her? Spider-man, or Peter?
Spider-Man: [both at top speed on the New Goblin's Sky Stick] This thing got any more?
New Goblin: Hang on!
Spider-Man: To what?
Spider-Man: It's time to pay, Marko!
Joseph 'Robbie' Robertson: [examining photos] Black-suit Spider-Man! We gotta have these, Jonah.
J. Jonah Jameson: I'll pay you the usual rate.
Peter Parker: You want the photos, I'll take the staff job. Double the money.
[watching Spider-Man getting hammered by the giant Sandman]
Jennifer Dugan: It's hard to believe what's happening. The brutality of it. I - I don't know how he can take anymore.
Anchorman: This could be a tragic day for the people of New York. It could be the end of Spider-Man.
Peter Parker: This man killed my uncle, and he's still out there!
Eddie Brock: What about that amazing... amazing night that we had?
Gwen Stacy: We had a coffee, Eddie.
New Goblin: If you want Peter to live, you're going to do something for me.
Mary Jane Watson: You know what? I'd like to sing on stage for the rest of my life... with you in the first row.
Peter Parker: I'll be there.
Aunt May: A man needs to put his wife before himself. Can you do that, Peter?
Harry Osborn: [dodging giant Sandman] Hey, Pete! Am I interrupting?
Peter Parker: [eating a cookie while on the phone] Mmm, these are good. You got any with nuts?
Ursula: No, but I have some nuts, I could... make some...
Peter Parker: Go make me some.
Peter Parker: I don't need your help.
Mary Jane Watson: Everybody needs help sometimes, Peter. Even Spider-Man.
Dr. Curt Connors: It enhances aggression...
[the symbiote slithers towards Peter, but it's quickly trapped under a glass]
Dr. Curt Connors: It seems to like you.
Norman Osborn: You've taken your eye off the ball...
[Harry looks around, wondering who said that; he walks slowly towards his father's portrait and gazes hard at it, and then all his memories return with a crash]
Norman Osborn: Remember me!
Harry Osborn: Yes, Father. I remember.
Norman Osborn: I was right about you, about Peter... about everything. You know what you must do. Make him suffer, make him wish he were dead. First, we attack his heart!
J. Jonah Jameson: Well, we do have an opening. Johnson quit, remember?
Joseph 'Robbie' Robertson: You fired him.
J. Jonah Jameson: Whatever.
Aunt May: You must be ready to put her before yourself. Are you ready to do that Peter?
Peter Parker: [planning how he's going to propose] So, you want some champagne? How'd that get in there? Oh, don't cry.
Flint Marko: I don't want to hurt you. Leave now.
Spider-Man: [chuckles] I guess you haven't heard. I'm the sheriff around these parts!
Peter Parker: [to Eddie Brock] You want forgiveness? Get Religion.
Norman Osborn: You've taken your eye off the ball...
Peter Parker: It's me, Peter Parker. Your friendly neighborhood - you know. I've come a long way since I was the boy bit by a spider. Back then nothing seemed to go right for me. Now people really like me. The city is safe and sound. Guess I had a little something to do with that. My uncle Ben would be proud. I still go to school. Top of my class. And I'm in love. With the girl of my dreams.
Harry Osborn: [watching Spider-Man getting a kiss from Gwen Stacy] Hope Pete's getting a shot of this.
[after he pulls Eddie out of symbiote, Peter grabs a pumpkin bomb and tosses it into the cage to destroy it]
Eddie Brock: Peter! What are you doing? No!
Peter Parker: Eddie!
[Eddie runs back into the cage with symbiote and both are are vaporized by the explosion]
Eddie Brock: [Spider-Man pulls himself up on to the car] Hey, Parker.
[from trailer]
Eddie Brock: [Spider-Man pulls himself up on to the car] Hey, Parker.
Emma Marko: [to Flint Marko] You can't hide here, Flint.
Jennifer Dugan: There seems to be some kind of activity in the web. They seem to be creating some kind of gigantic lettering.
[made in web by Venom: "Spider-Man Stop Us If You Can"]
Jennifer Dugan: Apparently, Spider-Man's being challenged to some sort of confrontation. And that raises serious questions about what kind of chance he'd stand against such overwhelming...
Peter Parker: Good Riddance.
Spider-Man: [back-to-back with the New Goblin facing Venom] I could use some help over here!
New Goblin: [facing the giant Sandman] I'm a little busy right now!
Maître d': I love romance. I am French.

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