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One of the things that really bugged me about ASM was that none of the stuff had anything to do with the other stuff. In Raimi's Spider-Man, sure, they had to get Uncle Ben's death origin stuff out of the way, but that led in to Norman Osborn as a father figure and the good son/bad son feud between Peter and Harry. Even the Peter/MJ romance didn't just humanize Peter, it showed how Peter was beating Harry at his own game and thus a more desirable 'son' for Norman.

Then you watch ASM and you have the mystery of the dead parents, which has nothing to do with Peter's hunt for his uncle's killer, which has nothing to do with the Lizard (I guess they're both outcasts... even though even before becoming Spider-Man, Peter is getting hit on by the hottest blonde in school... and Curt Connors himself seems to have a cushy job at a giant corporation... for God's sake, he works with Emma Stone all day!). Oh, and none of that has much to go with Denis Leary or Emma Stone either. It's all just... stuff. There's no clear theme.

So, I had a long day at work and here's a rough outline of how to fix that.



Credits. We see grainy photos of Spider-Man, a shaky Youtube video of him fighting Bonesaw McGraw at an underground UFC thing, pencil sketches of him. "Who is Spider-Man?" That's what J. Jonah Jameson's ranting about. He's a criminal, a masked menace. Showed up a month ago, started hunting down criminals after beating up a pro wrestler (a bit of an in-joke could be people referring to Spider-Man as a pro wrestler, since that's how he debuted, and Peter defensively pointing out that he only did it once). And in all that time, no one's gotten a clear picture of him.

"I've got pictures," someone says, and all the grizzled professionals part way to show this skinny teenage boy at the back of the room. He steps forward, taking an envelope out of his jacket, and we FLASHBACK to a few days ago. Kraven the Hunter is out to hunt down the Spider-Man and has staged a robbery to do so. Spider-Man falls for it and we have a "Bond movie" pre-credits action sequence, with Spider-Man evading all his traps and quipping merrily before webbing Kraven up. He adds insult to injury by posing with Kraven for a series of photos, which Peter is now handing to Jameson.

Cut to high school. Peter is pulling a dollar for the vending machine out of a flush wallet when Flash swoops in to pick on him. With his powers, Peter could take this guy apart, but he's got to keep the secret (a running gag will be Flash interrupting scenes to pick on Peter, which will be both amusing and show Peter's growing sense of frustration. Think Biff from Back To The Future). Gwen Stacy steps in to tell Flash off for picking on someone whose uncle just died, which mortifies Peter even more. Now he's got the school hottie fighting his battles? When Gwen tries to ask if he's okay, he blows her off and runs for it. He's still incapacitated by grief, pushing everyone away, developing the comedian's thick skin we've come to associate with Spider-Man. Not even his Aunt May's offer of a blind date with her bridge partner's daughter can bring him out of his shell.

Now we're at Uncle Ben's gravesite (if it's not too comic booky, his epitaph could be "With Great Power Comes Great Responsibility," but who knows how that would play). Peter is ruing how he could've taken Flash out and he wanted to so bad... but it's suspicious enough that he's Spider-Man's "photographer". But they need the money, Aunt May's gone back to work but she can barely pay the mortgage. And still no luck in finding Ben's killer. Peter renews his vow to find the SOB and leaves. The caretaker is watching TV, a live feed of Kraven being arraigned. The Hunter screams that Spider-Man isn't human, he's a freak, a monster.

Which gets to Peter, because who knows what the rules are for this superpowers bit? Will he keep mutating? Will he drop dead at thirty-five? Enter Curt Connors, a friend of the family (I know, I know, verging on the incestuous plotting here, but bear with me), the partner of Peter's father and someone Peter trusts implicitly. Curt is in the middle of work and tries to pawn Peter off on his assistant, Gwen. Peter apologizes to her for earlier, but he's got to talk to Connors, it's important.

Spider-Man, Peter explains, gave Peter a sample of his blood and wants Connors to run tests on it. Connors is staggered, as is Gwen. They get down to science, with Connors noting the chemistry between Peter and Gwen while making some "harpy ex-wife" comments about his own love life.

Plot plot plot. Peter and Gwen work together, with Connors giving their young love a push in the right direction ("It looks like I have to take this call, you two enjoy your pizza without me."). You know, make the audience like him before he turns into a giant lizard. As they work, Curt realizes that Spider-Man is a one-in-a-billion genetic anomaly, a perfectly stable "Cross-species" between spider and man. It's exactly what he's been trying to do with his experiments, create a Cross-species that retains all the qualities of a man, with the added regenerative qualities of a lizard. He starts in on his experiments.

Also, a bonding scene with Peter asking Curt what he remembers of Richard Parker, what really happened to him.

Meanwhile, Peter is still hunting for Uncle Ben's killer--that star tattoo business. It's a somewhat unhealthy "release" for the oppression he feels in his everyday life. This Spider-Man is mean-spirited and angry, and tends to web up innocent civilians who just look like the guy that shot Uncle Ben. It's wrecking havoc with his burgeoning relationship with Gwen. When she's in his room, she sees the police sketch of the killer and it derails the fun, flirty vibe of the date. "Do you know him?" she asks.

"No."

Later, Peter is on a date when he gets an alert from his cell phone that a criminal matching the killer's description is on the run (he's written an app to send relevant bits from the police scanner to his phone). He ditches Gwen, action sequence, blah.

Curt is in the same boat. His divorce is still going through, he wants to keep his son Billy, he might be sleeping in the lab. Just like Peter's loss of Uncle Ben, Curt's obsessed with the loss of his arm. That sense of injustice has driven his wife away, but Curt thinks it's because he's a "freak." He brews up a serum that's the lizard equivalent of the spider-venom that hit Peter and tries some. He grows a new arm, but more than that... he starts to transform.

Horror movie moment at the Connors house. Not an action scene, but like someone out of a Frankenstein or Creature From The Black Lagoon, with the Lizard coming to Billy's window. The boy seems to recognize his father and the two interact through the glass, until Billy's mother Martha comes in and screams. The Lizard flees into the night, getting hit by a car and shrugging it off.

Morning and the newspapers are buzzing about this giant lizard. Martha is so shaken up that she takes Billy to stay with Curt (the serum wears off after a while) for a few days--something that pleases Curt to no end. Peter tries to sell some more Spider-Man photos to Jameson, but the man isn't interested. Lizard's the story now. And Aunt May's mortgage payment is due in two days...

And now Peter's at school and he sees Flash really steaming him, maybe picking on someone else, maybe getting handsy with Gwen. Peter just goes off on the guy, giving him a well-deserved sock to the jaw... which isn't so cheer-worthy once we see Flash bleeding profusely and slurring his speech. The Flash has a concussion.

Peter runs, thinks about changing into Spider-Man and busting some heads, but suddenly doesn't trust himself with that power. He's at Uncle Ben's grave when Gwen finds him. She's sympathetic, understanding, but she wants to know what's driving a wedge between them. He stumbles over it, stutters, but eventually reveals that he's Spider-Man.

Which doesn't help any, because now Gwen is crazy with how awesome this is (the fact that Spider-Man kinda pisses off her ultra-strict father helps some) and Peter feels like shit getting all this praise. Plus, he went to dinner with Gwen's family and got read the riot act about Spider-Man, so that doesn't help.

Meanwhile, Curt thinks he just has to get the dosage right to have his arm back permanently. Yet, he's wary about injecting himself again. Maybe he should slow down, do animal trials. Then he overhears a phone call from Martha to her divorce attorney. She wants full custody of Billy. Now Curt needs that arm to "keep" Martha. He injects himself again and changes...

Just as Spider-Man is in the sewers, out to track down Lizard and get the photo money for Aunt May. He comes across Lizard, taking photos of him from afar and following him silently... as he emerges in the bathroom of a law firm. He's going after Martha's attorney.

A huge fight through the law firm as Spider-Man tries to save this guy ("Saving lawyers, yeah, this'll help my reputation."). Over the course of the fight, he finds him. The killer. Meeting with his lawyer. Tattoo and everything. And Peter recognizes the guy. He always has. It's the guy he let get away with boosting Flash's car (or something). Peter has no time to go after both so, agonized, he fights the Lizard and manages to drive him off with science (something he learned earlier in a scene with Curt).

Now convinced the Lizard isn't a hoax, the police let Kraven the Hunter out of jail. "How are you with reptiles?" Captain Stacy asks.

Peter goes to Gwen, still in his spider-suit and all fucked up, to explain how he's responsible for Uncle Ben's death. He's been running away from it all this time, letting his guilt and pain overwhelm his sense of responsibility. Just like Curt is doing, using the release of the Lizard to overcome his culpability in his own failed marriage.

Subdued and depressed, Peter takes the photos to the Bugle. Developing them, he enlarges a section of the lab coat the Lizard was wearing to see it still has a name tag on it. Curt Connors.

Who is now in divorce court, acting weirdly--the Lizard breaking into his normal life. He snaps at the judge and his wife in a surprisingly dark scene, and Martha ends up getting full custody. Smoldering, Curt goes back to his lab...

And meets Peter, who is looking at the lizard serum Curt brewed. It's a third empty. Peter tries to talk Curt down, but the man won't have it. He has enough serum for two full injections. Himself and his son. He rants so angrily that he doesn't notice Peter grabbing the serum and running for it.

High school. Peter has stashed the serum in his locker and is explaining the situation to Gwen, telling her to take it to Captain Stacy. Curt shows up, breaks into Peter's locker, and drinks the entire thing. He transforms into the most monstrous incarnation of the Lizard yet, battling with Spider-Man throughout the school. When the police arrive, the Lizard flees. Peter sends Gwen back to Oscorp to fix an antidote and hurries to the Connors house to evacuate the family. When the Lizard gets there, it finds nothing but the trap Kraven has set.

The Lizard is grievously wounded and flees, not a monster anymore, but a piteous creature, the army of cops after it something like the torch-wielding villagers out of a Hammer film. The Lizard flees into the Bronx Zoo, where it touchingly remembers taking Billy.

Spider-Man swoops in with Gwen's cure and we get an insane three-way battle between the cops, Spider-Man, and the Lizard, with Spider-Man simultaneously trying to inject the Lizard and protect him from the trigger-happy cops (not to mention Kraven). Captain Stacy ends up with the drop on the Lizard, but the cure is finally working. He sees the man surrendering... and Kraven about to fire anyway. Stacy jumps in the way and is killed by the uncaring Kraven.

It's all too much like Uncle Ben's death for Peter. With one unchecked punch, he sends Kraven flying through the air and into a crocodile enclosure. Kraven is about to receive a dose of poetic justice when Peter snags him with a webline and pulls him to safety. He's finally learned that vengeance isn't the answer.

Bloodied and bruised, he tries to comfort Gwen, but she won't have it. She's heard how Peter was protecting the Lizard, how he saved Kraven. If it weren't for him, her father would still be alive. She tells him to get out and not come back.

Weeks later, they're still avoiding each other, but Peter can accept it. He's found a higher calling now. He's Zen. The police sketch of his uncle's killer is off his wall, wadded up in the trash can. He even decides to get it over with and go out with this date his aunt keeps trying to set him up with.

"Face it, tiger, you just hit the jackpot."

And after the credits, we see Curt's boss looking over his research. "Take this to Project Venom," he orders.



So, there you have it. Something that's at least, like, a thing. All the plots introduced are resolved, with room for certain elements to be revisited down the road (although those elements don't dominate the plot). There's a theme, the hero learns something, and we've "stealth-rebooted" the franchise without any scenes of Spider-Man yet again discovering his powers or making a costume.

ETA: By the way, I know this all seems very dark and gritty, with themes of guilt, anger, vengeance, broken families, but I see it as more of an Alfonso CuarĂ³n style magical realism movie. Taking the essential unreality of Spider-Man and pushing it away from Raimi's style and into its own thing; not Nolan realism. So something as dark and psychological as Kraven's Last Hunt would "fit" into this universe, especially since we've established Kraven and his feud with Spider-Man while not wasting a whole movie on a legit Kraven Big Bad.

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