Starring the Lizard, Kraven, Carnage, and HobGoblin setup…there are two stories going on here… the threat now and the threat of the future. The story does get a little dark, as there are some killings; but nothing requiring a R-rating, because we know Sony/Marvel is not going for that. However, the killings are highly implied, as suggested in Spider-Man 2 hospital scene.* First the future threat and side plot. I would open with Peter narrative on how he feel responsible for Uncle's death; as he is perched on a steeple of a high rising building, in pursuit of three “professional criminals”… one who may one day become a villain. In the middle of his narration, we hear in the background of breaking news of two inmates escaping while being transferred to a death row holding facility. The opening scene chase leads to Empire State Univ. Genetics Lab headed by Miles Warren.* In the criminals attempt to escape, needless to say, they knock over experiments, tables, and equipment, trying to escape from Spidey. One thing subtlety knocked over was a vial, containing a deadly, biological, entity, known as a Symbiote...that has attached itself to one of the criminal‘s jacket… the one criminal of the three to escape capture by the Web-Swinger. The other two are nabbed and webbed; hungeg by the ankles, in a cocoon. The one that managed to get away, takes his jacket and mask off and discard it in an alley dumpster, and walk away, blending in the scores of pedestrians walking the late night streets.* As we follow the story throughout the film, the audience, with the help of great writing, slowly discover that someone is financing “professionals criminals” in highly classified theft of secrets & technologies from both Fisk & Oscorps Industries, while Oscorps is in the mist of a hostel takeover bid, of one of its research division, from Rodderick Kingsley. The very military division wing that is under Government investigation for unethical practices; yet, still possess highly classified secrets, data, and prototype designs. This is like an intrigue mystery plot that involve Jason Macedale as the one “professional criminal” that manage to allude the Web-Swinger, and Ned Leeds as an “investigative reporter” following the rash of classified thefts. So the audience is kept guessing who may emerge as the HobGoblin in a possible future film… because all three(Jason, Ned, and Rodderick) are acting very suspicious.* As for the threat now and main plot, we discover three days after the opening events, that ESU have been facing budget cuts for the last two quarters and because Oscorps is not making donations to the university pending the hostel takeover; the research budget will be cut a third without any major progress and/or findings… pressuring Miles and Connors research, which has taken a set back because of the events to the lab three days ago, by Macedale & his cohorts reckon the lab trying to escape the Web-Swinger. Up against time Miles, Connors, assistants, Debra Whitman & high school Honors student Peter Parker, makes a promising discover amongst the chaos in the lab, on the "Regeneration Enzymes". As the others call it a night, an anxious Dr. Connors looks further into this promising result. The next morning, terrifying news is reported of a brutal homicide never before seen in NYC. That same hour, Peter gets word that two ESU student found Dr. Connors collapse on the lab floor. So Pete and Debra rush to see Martha at the hospital as she waits for Curt to be release. She informed the two, he never came home last night. Of course, Peter at first think nothing of it, other than he collapse because of exhaustion & stress. On the other hand, Warren, back at the lab, suspect something; but not sure what he seeing. Peter runs off to meet with his HS friends. That afternoon, Debra catches Pete leaving school with Gwen & MJ, to inform him that Connors has return to the lab acting strange. Being concern, Pete abruptly leave the beautiful ladies, to go with Debra and check on Prof. Connors. Once they get there, Warren pulls the two to the side and suggest that he believe Connors may have tested the experimental serums on himself and explain that maybe the cause of his irrational behavior and blackout. Peter suddenly recognize that Curt’s limb(nub) is longer than normal.* Later, on the evening news, a couple is reported missing, completely vanished. That night, Peter get a call from Debra as she explain that Martha called Warren in a hysterical fit, that Curt was act irrationally. Peter rush over to the Connors home, but Curt is gone. Warren and the Police is there when Peter arrive. Martha explained, Curt would not unlock the door as she heard banging, loud noises & screams, and shattered glass. When police kick the door in, he was gone, with a hole in the backyard wall where the window use to be. Warren gather some bloody mucus from the bedding & floor and heads back to the lab… Peter changes into Spidey mode looking for Dr. Connors to no avail. Two construction workers working in the sewers notice a herd of rats, water bugs, and other creepy-crawly things racing away in the same direction. The workers become very concern. They hear something that alerts them. One see a strange and huge shadow approaching and scrambles out the sewer; the other follow behind but is grab by the leg and yanked down, and disappears. Capt. George Stacy is at the scene with NY Finest as the shakened worker explains what happen. Word filter on the dispatch that the other worker has been found…alive! Stacy rush to where the worker was found. He is covered with mucus and saliva; but, virtually unharmed and in shock. As the police wrap up it the investigation, dispatcher report a group of girls had been reported brutally killed with one remarkably survives. Concern, Stacy put the force on notice to patrol the city. The following morning, reports start circulating around the bugle that the bodies of the missing couple has been found butchered. NYC is now living in fear. Later that night, some gang members reported seeing something at a high-rise apartment complex. Minutes later, 911 is blowing up with calls at the 911 hotline center. Many police are dispatched to the scene. Spidey not knowing what’s up, follow the flood of sirens to the scene… when he run smack into, the*Lizard! Meanwhile the flood of sirens continue on up Broadway to some designated location. Spidey is in a big battle for his life, with the*Lizard....and manage to get some un-focus pictures for the Bugle.* Three people witness the battle and are stunned, but not sure what they are seeing given how quickly the event transpired…one being investigative reporter, Ned Leeds, who happen to be at that spot investigating a lead at an old Oscorps warehouse. Spidey takes a bad beating and*Lizard*is too fast and strong. A good whip of the tail and the Lizard*gets away. Spidey is left bruised and torn. The next morning, reports is all over about Spidey battling an alleged Lizard-Man, as Jameson and Co. does their naming bit… Lizard-Man, Man-Lizard, the Reptilian, Geico, Crocodile Dun-Dee; before settling on the*Lizard. The Bugle also report on a number of fatalities, found at the location the police was dispatched to, at the high-rise apartment complex. Other than the two alleged witnesses and Ned, no one else has really gotten a good look at this beast; and, these three witnesses are still not sure exactly what they saw. MJ goes to see how Peter is doing after hearing of his battle with this alleged giant*Lizard. Peter tells MJ he wonders why the*Lizard*didn’t shred him & the worker to pieces like his other victims. MJ suggest things are not always what they appear to be. Of course reports catches Sergei attention, and he’s heading to NYC to capture both this alleged giant*Lizard*& Spiderman. Pete, after getting chastise by Jameson for his useless, out of focus pictures of something & Spidey’s battle, leaves and go visits Aunt May. Meanwhile, Jameson ask Ned what was he doing at Oscorps warehouse? NYC is living in more fear because of the this alleged Lizard*and these brutal murders.* At Aunt May’s place, while she is talking and preparing something to eat, Peter examines his pictures closely and then replay the encounter with*Lizard*in his mind; reached the conclusion that was Dr. Connors somehow, and rush out Aunt May’s apartment while she’s continue talking and preparing something to eat.* Pete inform Warren of his suspension. Warren concur with his own suspensions. Suggesting the serum didn’t take full effect when he first collapse; but could now be full blown. Warren also suggest on animal testing, minor transformation and erratic behavior happens when the animals are in a deep meditated sleep when an enzyme for digestion is activated when the body is at rest. Warren believe the mix of the serum on the enzyme cause the genetic fingerprint of the test animals to slightly mutate; but nothing on the level that Connors is experiencing. He suggest attaining and comparing a sample of Connor’s blood, to blood found in the mucus sample and compare the levels… maybe produce a counter-serum. It would be explain later how Warren had a sample of Connors blood already on hand later.* Peter is on the hunt for*Lizard, when out of the blue, he become the hunted…by Kraven the Hunter. An amazing battle ensues! Spidey is at a loss to who this is and why he is after him. Kraven counters everything Spidey dishes… suddenly his spider-sense tingle, and he just dodges a huge Lion that leaped at him out of nowhere. The lion is just as skilled and cunning. Spiderman spots an opportunity and uses his agility & speed to turn the tables on this Lion and his Master. Setting the two up for a collision upon themselves… Spidey get away amazingly; but again, on the pursuit of the*Lizard.* While perched on the side of a six story apartment building, scanning the city, narrating how he must stop Connors before he harms another person, why*Lizard*didn’t kill him, the sewer worker, and Martha, but kill everyone else, and who the person with the Lion was. Spidey overhears a breaking news report of another frightening sighting in uptown just moments ago and police is in route to that location. Just as Spidey begin to head to that location his spider-sense tingle… it’s the Lion leaping towards Spidey, but really at theLizard*who has creped up behind him. Kraven throws a bolas at Spidey, capturing and hanging him upside down by the ankles with his hands tied, Kraven gives Spidey a sinister grin, than continues on after the*Lizard.* As Spidey frees his hands he get a phone call from Warren who believes he’s talking to Peter, saying that he believe the serum will run it’s course. The effects only last a number of days. He said he has been to the coroner to examine some of the bodies… none of them have a trace of the enzyme found in the Lizards mucus or DNA; but have traces of a residue similar to the Symbiote he had stored in the broken vial. Peter tells Warren, he believe Connors may not be responsible for those murders and Warren concur.* Peter lets Warren go and proceed to free himself and go after Kraven and*Lizard*when we hears another breaking report; “One of the two death-row inmates has been captured at an abandoned warehouse; but, serial killer Cletus Kasady is still at large. The two death-row inmates overpowered a transport detail near the ESU campus days ago en-route to a new facility waiting execution.” Spidey, now free, quickly find*Lizard*and Kraven embroil in a tough battle.*Lizard*is becoming weaken as the serum began to wear and Kraven tranquilize him.*Lizard*however, is still strong enough to avoid Kraven skillful capture. The combination of Kraven and his skillful companion began to wear on the ever weakening Lizard… as Kraven & the Lion move in to finally subdue*Lizard. The table turn against Kraven as Spidey unexpectedly to Kraven, intervenes and tackles the Lion, both falling onto the roof top of an adjacent building. As Kraven moves in on the kill, Spidey wrestles with the Lion and quickly subdue him in a cocoon of webbing. A weaken*Lizard*begins to collapse as Kraven moves in for the kill. In slow-motion “Matrix” style, Kraven with two hands on a huge dagger dives at the collapsing*Lizard, ready to end the transforming*Lizard, as Spiderman in a niche of time, tackles Kraven and the two roll off a roof top and land on a parked car, as the two continue to battles. Kraven’s potion begins to wear off itself and Spidey eventually makes quick work of him hanging him upside-down, commenting, “feel the rush?” Spidey ask who he is and why he’s after them. Kraven implies that he’s ridding the City of New York of it’s fears. Spidey pleads with Kraven to let the*Lizard*go, without naming Connors, tells Kraven that the*Lizard*is a human being with a wife & child; the result of a failed experiment gone wrong, and that the serum is wearing off. Than remembering his struggles with the Symbiote Venom, Spidey ask Kraven’s help in stopping the real perpetrator of the city’s fears, Kasady. Whom Peter believe has the missing Symbiote. Kraven agrees to end his pursuit of the man responsible of becoming theLizard; but will not agree to end his pursuit of him, Spiderman. Kraven secretly relish the opportunity to observe and make a quick study of Spiderman, and agrees to help him stop this man of so much “Carnage”.* After Spidey releases Kraven’s Lion from his cocoon bondage, Kraven give new commands to his trusted companion to hunt Carnage; as Kraven takes another dose of potion that does not go unnoticed by Spidey. He calls Debra and tells her where she can find Dr. Connors, and take him to Prof. Warren... he will know what to do. Spidey and Kraven goes after Carnage. Big battle ensues! Carnage is having his way with them. Than the tables turn for the worst… Carnage manage to get his hand on the Lion and badly wounds the animal. Kraven in a brazen rage, goes after Carnage very un-tactical. Carnage delivers a brutal beating of Kraven; counters Spidey’s every move, like second nature… until the police shows up with blazing sirens. Spidey is suddenly reminded how to defeat Carnage and instruct Kraven to blow his dog whistle that’s around his neck. The blast momentarily inhibits Carnage long enough for Kraven to do some major damage and tranquilize Kasady as the Symbiote tries to leap on Spidey. Spidey capture it in a webbed sack. Kraven torches it. Kraven quickly tends to his falling companion and radio in to his handlers for a pick-up. A helicopter picks him and his wounded comrade up. Kraven shouts out to Spiderman, “we shall see you again”. Because no one had actually proof that the*Lizard*exist, it was taken as just a big hoax, urban legend, and Kasady, rightly so, was blamed for all of the brutal mutilations. He is a serial killer after all; so the public welcomes the idea it was him and not some mythical beast hiding in the shadows. Everything is back to normal.* A cliffhanger shows Rodderick toasting his successful acquisition of Oscorps. As the glasses are raised, we see a pumpkin bomb hurling towards a warehouse. Explosion!