Act 2
The four put their plans into action.
Quentin Beck is the next big thing in the movie-making industry, and today marks the birth of his masterpiece. His project: A Spider-Man movie. Filming on location and using his self-designed, state of the art hologram projectors, he is planning to revolutionize the way the world sees special effects. He has created hologram-cloaked robots that look like carbon copies of Harry Osborn's Goblin, the Rhino, and even Electro. Combined with his carefully placed explosives and chemicals that cause the actors to feel real fear and react as if they were really in danger, Beck plans to film the greatest movie ever caught on camera. That morning, he and his team gas the designated are with Beck's chemical and prepare to begin shooting. The shooting starts and everything is going according to plan. Beck is putting together a masterpiece. Suddenly, Spider-Man swings to the scene.
Peter isn't aware that he is on the set of a movie and the gas in the area causes him to genuinely believe that Harry, the Rhino, and Electro have teamed up and are attacking the tower. He even imagines that he feels pain when hit by Electro's holographic electricity. Spider-Man battles valiantly and quickly defeats the robot doubles. As the holograms shut off, Spider-Man is confused. Quentin Beck comes out of a nearby building wearing a gas mask and begins to argue with Spider-Man. It took him months to build that technology, and even longer to get the funding for it. Now that his carbon copies are damaged beyond repair, Beck's career is practically over. As Spider-Man apologizes, he sees an actual missile headed toward him. He saves Beck from the blast.
''No spider-sense,'' mutters Spider-Man, hovering above Beck. Quentin's gas has disabled his most powerful advantage. What's worse, is that now, the real Rhino has appeared on the scene-- and he's not alone. The Vulture and Harry Osborn are flying toward him. Beck takes cover and Spider-Man engages in a battle with the Rhino, Green Goblin, and Vulture. Without his spider-sense, Peter is relying on sight and sound alone. What Spider-Man doesn't notice, is a figure with four mechanical arms, climbing the tower and entering from the roof.
Once inside, Doc Ock proceeds make his way down the building using a unique combination of his new tentacles, and his intellect. On each floor, he finds the most important files and downloads the information onto his tentacles. He stores physical files in a satchel.
Meanwhile, a chopper is reporting on the enormous battle that has erupted in front of the Oscorp building. Kraven sees the report from his penthouse television and decides that this is his chance to be the hero. He suits up and sets out toward the Oscorp building to defeat the super-villains and put an end to Spider-Man .
Outside of the Oscorp building, Rhino, Vulture, and Goblin have Spider-Man on the ropes. However, Peter eventually defeats Vulture, who is still a novice in terms of fighting in the flight suit. Secondly, Spider-Man defeats Rhino. Finally, Harry and Peter battle it out until their battle brings them to the roof of the Oscorp building. Harry is winning. However, he is avoiding kill-shots. Harry still wants to be friends. Throughout the battle, Harry tries to explain to Peter that he was in a dark place when his disease began to get the better of him and the spider-venom that he was injected with only made things worse.
''I wasn't thinking straight," Harry pleads. ''I couldn't think straight. It was never about you! It's always been Oscorp! Please! I never meant to take Gwen away from you. I would never hurt you like that Peter, but Oscorp has to pay. Please, just let us do this. '' Trying to show Peter that he is genuine, Harry leaves himself open for a moment. Spider-Man takes advantage of this and knocks Harry unconscious. He appears to have won the day.
Kraven the Hunter is now scaling the sides of the Oscorp building. He arrives at the roof to see an exhausted Spider-Man lying down. Kraven pounces and Spider-Man dodges. The two engage in combat. Kraven believes that he has the upper hand over the tired hero but even exhausted, Spider-Man is beating Kraven easily. Kraven is knocked over to where Harry and his glider lay on the roof. Then he has an epiphany. It was never the strength or physical prowess that gave Spider-Man a challenge--it was his opponents' weapons and technology. Kraven grabs the glider and hops on. Now, he feels powerful. Using whatever the glider gives him, Kraven proves to be more of a challenge for the webhead. However, being new to the glider and its technology, Kraven is stopped in his tracks and falls on top of Harry.
Spider-Man finally exhales. Surely, no one else is going to come out of nowhere. Peter webs Goblin and Kraven to the roof and flops down. he turns his head and notices strange, claw-like markings on the roof. They lead to the rooftop entrance.
Dock Ock has finally reached his true destination--Special Projects. He begins to steal files and data when he hears a voice coming from a nearby chamber, the same chamber in which his wife and unborn child perished.
''Otto,'' the voice calls. "Oh Otto.''
Octavius goes over to the cell to find Norman Osborn's head staring at him, speaking to him. Norman reveals to him that he had the accident set up so that Otto would be injured and turned into a test subject for Richard Parker and Edward Brock Sr.'s masterpiece: The suit.
Beside Norman's head, a vat of black ooze rises from the floor.
''Now,'' Osborn says. ''Take off those toy arms and join the big leagues.''
Otto is furious, he has no intentions of accepting anything from the man responsible for his wife's death. He bangs on the glass with his tentacles in an attempt to enter the chamber and end Norman's life once and for all. Then, just as the glass begins to crack, a web smacks his tentacle.
Otto turns to see Spider-Man standing behind him.
''Everything ok there buddy,'' Spider-Man asks. ''Who ya talking to?''
Otto turns back to the chamber. Norman's head is gone and only the vat of ooze remains in the chamber.
Otto turns his attention back to Spider-Man. He has no resentment toward him. In fact, Otto was grateful that the hero saved his life by recovering him from the accident. Even though the man had on sunglasses, Peter still recognized the man that he pulled from the rubble that day. Peter listen's to Otto's story about the death of his wife and tries to convince him that there's another way.
"I know what you're going through. I really do. Oscorp took someone from me too,'' Peter says. ''My father. But there's another way. There's got to be another way.''
''Sorry,'' Otto says, ''There is no other way.'' He'd come too far just to turn around and go back home. He had even recovered some of his wife's research. He just couldn't leave now. So, Otto has no choice but to battle Spider-Man.
Weak from the previous battles and without the use of his spider-sense, Peter loses the fight and Otto hurls the webhead into Norman's empty chamber. The glass shatters and Spider-Man crashes into the vat, spilling its contents all over him.
Otto watches for a moment as the black substance appears to be "eating'' Spider-Man, then he leaves. As he is about to exit from the ground floor, Otto is met by Kraven who is carrying Harry on his back.
"Take me with you,'' Kraven pleads. ''I wish to join you.'' Otto, Kraven, and
Harry exit the building. Otto gives the order to blow the building and Rhino and Vulture, who have regained consciousness and are battling with the police (Rhino's suit is operational. However, Toomes's suit is still too damaged to fly), open fire on the Oscorp tower. The tower crumbles. After the dust settles, Spider-Man's hand extends from the rubble. However, his glove is black.
