Having trouble figuring out the insane plot of the hot mess that was The Amazing Spider-Man 2? No worries. Our patented Spoiler FAQ is here to help decipher what the hell happened in all those weird, awkward scenes where Spidey wasn't fighting people. Spoilers ahead, obviously!

What is The Amazing Spider-Man 2 about?

It's about a man gifted with extraordinary powers who, through hard work and perseverance, finally manages to get his girlfriend killed.



Lots of things happen in the movie — rarely with any kind of coherence or justification — but as far as I can tell the movie is specifically about Peter Parker, who 1) knows his relationship with Gwen puts her in danger and 2) promised Gwen's father, who Spider-Man also effectively got killed in the first movie, that he'd leave Gwen the hell alone, but keeps renewing their relationship until finally she's caught in the metaphorical crossfire of one of his battles and dies. To be fair, Gwen is also pretty set on getting herself killed.

But what about all the villains in the film?

Oh, they show up. They fight Spider-Man and star in some pretty great action scenes, but everything about the villains is completely random. It's impossible to get invested in their story because their motivation is so stupid. Let me put it this way: Paul Giamatti's Rhino, sans Rhino suit, is the first bad guy who shows up and his brilliant plan is this: To hijack an Oscorp truck carrying radioactive TMNT mutagen in the middle of the day in the middle of Manhattan, while somehow escaping the 50 cops cars chasing after him and his crew.



Well, Electro and Harry Osborn/Green Goblin make Rhino look like Napoleon.

How is that?

First, Electro. If you've seen the trailers, you know the deal: Jamie Foxx is Max Dillon, a helpless shlub who works at Oscorp; one day Spider-Man saves him and he instantly becomes both obsessed with Spidey and completely unhinged, and then when he transforms into Electro — and I'll get to that in a second — Spider-Man says the cops won't shoot him and a cop shoots Electro and Max somehow blames Spider-Man and turns evil.


So Electro's whole vendetta against Spider-Man is because one cop that Spider-Man couldn't possibly have been in contact with or stopped fired a bullet that didn't even hurt Electro because he's made of electricity?


Ugh. What about Green Goblin's origin?

Well, technically Harry Osborn has a decent motivation to hate Spider-Man, but Spider-Man's reason for giving Goblin that motivation is completely bizarre. It all starts with Harry's dad Norman.


Norman Osborn is in the film?

Yes, briefly. It turns out he has some crazy neurogenetic disease that's killing him and all his crazy research and the radioactive spiders that Peter's dad was working on and all the other crazy shit going on at Oscorp was because he was trying to find a cure. Oh, and also make biologically weaponized soldiers for the government, because he's evil, obviously. Anyways, Harry returns to watch his dad bite it.

Where has Harry been?

Norman shipped him off to boarding school at the age of 10 because he was some kind of massive disappointment… at 10 years old? And Norman is also pissed that Harry left even though Norman was the one who sent him away? It's a lot of shitty dad clichés at once. That said, despite Harry being a complete failure unworthy of his father's love, Norman gives him complete control of Oscorp.


Okay… but that's good, right?

Well, yes and no. Yes because Harry has access to all his father's crazy secret projects — which, by the way, is literally in a folder titled "Secret Projects" — and no because that neurogenetic disease that his father succumbed to at the age of 50-something decides this is the week to put it into high gear and start giving Harry big neck zits. I should note that the movie doesn't acknowledge the disease's inexplicably rapid spread in Harry, Harry just decides he needs the cure in the next three days or it's all over.

What's the cure?

Well, it's either Spider-Man's blood or the venom of the radioactive spiders from the first movie. Since the spiders and all animal-hybrid test subjects were all supposedly destroyed after the Lizard fiasco, Harry asks Peter to ask Spider-Man for some blood to save his life, since Peter once took a photo of Spider-Man and must obviously have him on speed dial.


But aren't Peter and Harry friends? Why doesn't Peter just give him the blood?

Well, it's complicated. First of all, they were friends when they were 10, and then Harry got sent away, and came back a decade later and then suddenly they're BFFs, and then Harry tells Peter he needs Spider-Man's blood and Peter gets all weird about it.

But why does he get weird about it?

Peter's afraid it will kill Harry.

Harry is already dying.

A good point. One Harry makes, actually. But Peter's also worried it may have… other effects.


So? Doesn't Harry have a massive science corporation that would presumably test the blood? I mean, Harry's not planning on just drinking it or something, is he?

Actually, I think both Harry and Peter manage to forget about Oscorp and the scientific minds and technology that could be used to identity potentially harmful side effects before Harry ingests the blood, which is kind of impressive because Harry and Spider-Man actually have this conversation inside Oscorp itself.

Then how does Harry become the Goblin?

Because of course Oscorp kept some of the spider venom in the "Secret Projects" basement. Harry finds it, instantly injects himself with it despite the fact that no one has any clue what it does and even though had the spider-venom worked perhaps Harry's dad would have taken it and not died earlier in the movie and despite the fact that Harry should, by all accounts, have at least 30 more years before the disease kills him so there's no rush whatsoever. The disease transforms him into the weirdo you've seen already, and at the exact same moment the transformation is complete a random door opens up in the same room Harry's in, containing the new Goblin armor.



Yes. They keep the radioactive spider venom and the Goblin suit and all the other tech that will eventually outfit the Sinister Six down in the basement. And there's apparently come kind of special protocol where if someone injects themselves with radioactive spider venom, the door to the Goblin armor unlocks.


That's kind of dumb.

Unfortunately, that's what a large part of The Amazing Spider-Man 2 is — dumb, inexplicable coincidences.

Can I ask you about a random assortment of these bizarre coincidences individually?


You certainly may!

Why did Peter Parker's dad hide subway tokens in his calculator? Even if they were some special "get into the secret" lab coins, isn't sticking them in a calculator infinitely more suspicious than if he just carried them in his pocket like a normal person?


How the hell did Peter's dad get a special lab in an abandoned NYC subway station? It couldn't have been through Oscorp because then Osborn would have had it ransacked looking for the research. And if you're making a hidden lab in an abandoned subway station, why on earth would you bother to make it look like a subway car? Especially when anyone with a view of any of the windows — the windows, by god — can see it's full of science shit?


Peter's dad was a weird dude.

Why did Peter's dad upload his confession video exposing Osborn's nefarious plan to his secret lab, the one place that technically no one else on the planet knew existed, thus ensuring that unless his 20-year-old son threw his calculator against the wall, exposing the tokens and then putting together his father had a secret lab hidden in an abandoned subway station, no one would ever possibly have a chance to watch it?

No idea.

Wouldn't it have made more sense for Peter to have discovered the video where Peter's dad explains the spider venom makes people without Parker DNA all crazy before Spidey tells Harry Osborn he can't have his blood, so that Spider-Man's refusal would be avoid dangerous and known consequences as opposed to weirdly just refusing to help his friend from dying?


I'm gonna say yeah.

Why, after being accepted to Oxford, would anyone decide to fly immediately to England without saying goodbye to her family, friends or loved ones, dealing with her job at Oscorp or other social engagements, or even packing?? What kind of crazy person books a flight for later that afternoon? How much money would that cost?


And how, when Peter hears Gwen's message about heading to the airport and immediately leaving the country, does he somehow know that she's still stuck in traffic, where she's stuck in traffic, and how to position his "I LOVE YOU" so her cabbie can see the message and point it out to her?

/looks embarrassedly away

If rebooting the power grid was literally just a matter of pushing a button, did Gwen really need to come "operate" it? To the point where she decided to apparently steal a cop car?


It's very technical.

Are there any conversations between Peter and Aunt May or Peter and Harry where everyone doesn't talk like everyone knows Spider-Man's identity?


Why the holy hell is Felicia Hardy, a.k.a. the Black Cat, Harry Osborn's executive assistant in this movie?


The same reason Gwen Stacy is a high school intern at Oscorp with access to the highest echelons of the company's files and data. Everyone has to work as Oscorp. Frankly, I'm surprised Aunt May isn't head of HR or something yet.

Okay, that was… fun. But the movie can't be all random coincidences, can it?

No it is not. There are also ridiculously contrived circumstances, such as the creation of Electro, which features sad-sack Max Dillon being ordered to fix a giant loose wire in the room where they keep the man-eating electric eels. This giant, frayed wire is positioned directly above the tanks containing the man-eating electric eels, and these tanks are of course completely open on top. Now, of course, Oscorp runs the entire city's power grids and is a multi-billion dollar corporation with the strictest safety measures in pace, but whoops, the one guy in charge of shutting down the electricity for that wire isn't about to let someone's life get in the way of leaving work at 6pm? And of course, Max, as a brilliant electrical engineer, decides to stand precariously over an open tank of man-eating electric eels to grab both ends of the giant, sparking frayed wires as anyone with his education and experience would do. The fact that he falls into a giant tank of man-eating electric eels while holding two ends of a giant live electrical wire is an outcome no one could have foreseen.



And it was Max's birthday. Obviously.

Obviously. Why did the electric eels need to also eat him?

I have no fucking clue.

Is there anything redeeming about The Amazing Spider-Man 2?

Sure there is! The fights scenes are all great, and Spider-Man in this go-'round is much funnier and has better quips. Andrew Garfield and Emma Stone are irritatingly adorable together, and her death scene is done very well. Honestly, if you can just ignore all the bits where ASM2 pretends its telling some kind of coherent story it's quite fun.


Why does the "scientist" "examining" Electro have a German accent, love torture, and seemingly sends shocks to a man made out of electricity? What was the point of the two planes nearly crashing when Spider-Man literally had no idea it was happening and his saving them at the last second was completely incidental? How can Gwen cut through Spider-Man's web with a penknife? Why would Peter believe an FBI agent who told Aunt May 10 years ago his parents were traitors? Why did they bother to add B.J. Novak as Alistair Smythe as a mid-level executive dickweed? Why would the movie decide to have Harry discover his father's "secret projects" by accidentally dropping the doodad while effectively popping a giant zit on his neck?

Lazy storytelling, cheap drama, lazy storytelling, cheap drama, why the fuck not, no fucking clue.

Hey, what happened to the Rhino? What about his armor?

Oh! Well, by the end of the movie, Harry is in a straitjacket in the insane asylum. Someone mysterious meets with him, and it's clear Harry has a plan centered around killing Spider-Man involving a group. A sinister group, one might say. The amount of people in this sinister group is as yet unknown.


Move it along.

Well, somehow Harry's plan begins by giving one guy the Rhino armor and letting him loose in NYC with no determinable agenda, and Harry and Harry's mysterious pal chooses the moron from the beginning of the movie, because giving someone smart the armor would be… less good than giving it to an idiot?


That's not the worst part, though! See, earlier in the film, Spidey rescues a little science project kid from getting beaten up by bullies ad walks him home and compliments his project. It's actually a sweet moment, and a really good Spider-Man scene.



Well, when the Rhino comes back in his new duds, Peter has quit being Spider-Man for several months to feel bad about getting his girlfriend killed. Aunt May has a talk with Peter where she essentially tells him "The best thing you can do is hide all the things that remind you of your deceased loved ones in the closet, and try to not think about them."


The hell?

I don't even know, man. But anyways! So The Rhino is rampaging through NYC, although he's really just hanging out in one location and shooting police cars. Now, there are huge crowds watching this from behind police barricades, because of course when a man in a giant suit of armor with two huge machine guns on its arms is trying to shooting randomly at people, everyone would just there stand and watch. Well, that nerdy kid from before is there on the front line with his mother, and this little idiot decides to go confront Rhino.

No, seriously — the hell?!

So course the cops manage to restrain the mother from grabbing her kid, but no member of the police force sees this kid toddle the 30 or so feet from the barricade to stand directly in front of the Rhino. The kid puts on his Spidey mask, the Rhino seemingly respects his new-found foe as an equal, then Spidey shows up and the Rhino kindly lets Spidey and the kid have a short conversation and fist bump before the two of them finally battle.


My god.

There are so many bizarre, insane things happening in this scene. It didn't just break my suspension of disbelief, it shot it gangland execution-style, and buried it in a shallow grave out in the woods.

Anything else worth mentioning about the movie?

I think Electro might be fucking the movie's soundtrack. Because whenever he's onscreen the music literally just starts chanting whatever's in Electro's head, and it's fucking insane. I have to assume the character and the soundtrack are in some kind of relationship, and that's why Electro gets this special treatment.


Was The Amazing Spider-Man 2 amazing or not?

Well, if you use amazing without any of its normal positive connotations — is in, "I was amazed by this movie, both because of the quality of its action scenes and its ridiculously nonsensical plot," then yeah, it was pretty amazing.