- Ben Parker: Peter? I know things have been difficult lately and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy, you've been living with so many unresolved things. Well, take it from an old man. Those things send us down a road... they make us who we are. And if anyone's destined for greatness, it's you, son. You owe the world your gifts. You just have to figure out how to use them and know that wherever they take you, we'll always be here. So, come on home, Peter. You're my hero... and I love you!
- Spider-Man: Ahem. You know, in the future, if you're going to steal cars, don't dress like a car thief, man.
- Car Thief: Who are you? Are you a cop?
- Spider-Man: Really? You seriously think I'm a cop? Cop in a skin-tight red and blue suit?
- Miss Ritter: Mr. Parker! Tardy again?
- Peter Parker: Sorry Miss Ritter! It won't happen again, I promise.
- Miss Ritter: Don't make promises you can't keep.
- Peter Parker: Yeah but those are the best kind.
- Gwen Stacy: Did you get expelled?
- Peter Parker: No. No, I didn't get expelled, I got community service.
- [They smile at each other and wait around awkwardly, then Gwen turns to go]
- Peter Parker: Um so, uh, you want to, uh... I don't know.
- Gwen Stacy: Wanna what?
- Peter Parker: I don't know. Just, uh... Um... I don't know, we could, I don't know, we could uh... Or we could do something else, or we could, with no... We, like, we could...
- Gwen Stacy: [Smiling] Yeah.
- Peter Parker: Yeah?
- Gwen Stacy: Yeah, either one.
- Peter Parker: Really?
- Gwen Stacy: Sure.
- Peter Parker: Okay, all right then. Sounds good.
- Gwen Stacy: Cool.
- Peter Parker: [eating meat loaf from the fridge exhausted] This beats all of the meat loafs.
- May Parker: Something is very wrong.
- Ben Parker: Yeah. Nobody likes your meat loaf.
- May Parker: Why didn't you tell me you didn't like my meat loaf? You could have said that to me 37 years ago.
- Ben Parker: Um...
- May Parker: How many meat loaves have I made for you?
- [from trailer]
- Peter Parker: We all have secrets: the ones we keep... and the ones that are kept from us.
- Gwen Stacy: No, Dad, I do not want cocoa. Honestly, I'm 17 years old.
- George Stacy: Okay. I just thought I remembered somebody saying last week that her fantasy was to live in a chocolate house.
- Gwen Stacy: Well, that's impractical.
- [she shuts the door, then reopens it]
- Gwen Stacy: And fattening.
- [closes the door again]
- Peter Parker: Chocolate house.
- Gwen Stacy: [Answering phone] Hi.
- Spider-Man: Hey, where are you?
- Gwen Stacy: Peter, hi. I'm at Oscorp.
- Spider-Man: You have to get out of there right now. Ok?
- Gwen Stacy: The antidote is cooking.
- Spider-Man: No, no, no. Connors is on the way. He's coming to you right now.
- [spoiler]
- Spider-Man: He needs the dispersement device. He's gonna infect the while city!
- [/spoiler]
- Gwen Stacy: There's eight minutes left.
- Spider-Man: You're gonna wait there for eight minutes after what I just told you? People are gonna die! You leave right now. That is an order, ok?
- Gwen Stacy: I'm gonna get everybody out.
- [Hangs up]
- Spider-Man: Did you hear wh-
- [Gwen hangs up]
- Spider-Man: Gwen! Gwen! You Mother Hubbard. Are you serious?
- Gwen Stacy: [Peter and Gwen are kissing in her room while she cleans his wounds] Easy, Bug Boy.
- Peter Parker: [grins] What did you call me?
- The Lizard: Poor Peter Parker. No father. No mother. No uncle. You're all alone.
- George Stacy: He's not alone.
- [Stacy fires at the Lizard]
- Ben Parker: You are a lot like your father. You really are, Peter, and that's a good thing. But your father, he lived by a philosophy, a principle, really. He believed that if you could do good things for other people, you had a moral obligation to do those things! That's what's at stake here. Not choice. Responsibility.
- Peter Parker: That's nice. That's great... That's all well and good. So where is he?
- Ben Parker: What?
- Peter Parker: Where is he? Where's my dad? He didn't think it was his responsibility to be here to tell me this himself?
- Ben Parker: Oh, come on, how dare you?
- Peter Parker: How dare I? How dare you?
- Car Thief Cop: Freeze! You in the tights, don't move!
- Spider-Man: You serious?
- Car Thief Cop: Who are you?
- Spider-Man: No one seems to grasp the concept of the mask.
- [Peter walks towards cop]
- Car Thief Cop: Freeze!
- [starts shooting]
- Spider-Man: [dodges] I just did 80% of your job. Huh? And that - Is that how you repay me?
- [throws cop's gun under car]
- Gwen Stacy: Where have you been?
- Peter Parker: Hi.
- Gwen Stacy: [spoiler] My father died. There was a funeral.
- [/spoiler]
- Gwen Stacy: They shot off...
- [voice breaking/crying]
- Gwen Stacy: rifles and they made speeches. Two of my teacher showed up. And Fl-Flash showed up. Everyone was there but you.
- [Wipes nose]
- Peter Parker: [Wipes Gwen's cheek] I can't do this. I can't do this.
- [Sniffles]
- Peter Parker: I'm sorry. I can't...
- Gwen Stacy: What are you saying?
- Peter Parker: I can't see you anymore. I can't.
- Gwen Stacy: [Begins walking away, pauses, and turns back toward Peter] He made you promise, didn't he? To stay away from me, so I'd be safe.
- [Leaves]
- George Stacy: I was wrong about you, Peter. This city needs you. Here. You're gonna need this.
- [gives Peter his Spider-Man mask]
- George Stacy: You're gonna make enemies. People will get hurt. Sometimes the people closest to you. So I want you to promise me something, okay? Leave Gwen out of it. Promise me that. Huh? You promise me.
- May Parker: What a pretty girl.
- Peter Parker: Yeah. That's what Uncle Ben said.
- May Parker: Did you ask her out?
- Peter Parker: [shakes his head]
- May Parker: Why?
- Peter Parker: Can't.
- May Parker: Why?
- Peter Parker: I'm just no good for her.
- May Parker: Peter Parker, if there's one thing are, it's good. Anyone has a problem with that can talk to me.
- Gwen Stacy: Peter. What happened?
- Peter Parker: You should see the other guy. The other guy, in this instance, being a giant mutant lizard.
- Gwen Stacy: [about Peter] He's one of Midtown Science's best and brightest. He's second in his class.
- Peter Parker: Second?
- Gwen Stacy: Yeah.
- Peter Parker: You sure about that?
- Gwen Stacy: I'm pretty sure.
- Gwen Stacy: Sorry, Dad. I can't, um, have cocoa right now, because I'm work... I'm doing this, um... I have, uh... cramps. I feel kinda pukey and... just emotional. I keep crying. It's brutal. You don't want to know.
- Spider-Man: Is that a knife? Is that a real knife?
- Car Thief: Yes, it's a real knife.
- Spider-Man: My weakness. Small knives. Anything but knives!
- George Stacy: You know, recently, Dr. Connors gave Gwen a glowing college recommendation. It was beautiful. I read it, I cried. But you would have me believe that he is running around dressed up like a giant dinosaur?
- Peter Parker: Not dressing up, not a dinosaur. He has transformed himself into a giant lizard.
- George Stacy: Let me ask you a question. Do I look like the mayor of Tokyo to you?
- May Parker: [sees a bruised Peter] Peter. Where do you go? Who does this to you?
- Peter Parker: Please, go to sleep, Aunt May.
- May Parker: Please tell me.
- Peter Parker: Aunt May, please, please, please, go to sleep.
- May Parker: I can't sleep!
- Flash Thompson: Hey, Parker.
- Peter Parker: Not today, Flash.
- Flash Thompson: Hey, come on man, I just want to talk.
- [Peter lifts Flash and slams him against lockers, holding him there]
- Flash Thompson: It feels better right? Look, your uncle died. I'm sorry. I get it. I'm sorry.
- [Peter starts to cry and storms away]
- Philip Stacy: Did you catch that spider guy yet?
- George Stacy: No, we didn't catch him yet. But we will. An amateur who's assaulting civilians in the dead of night. He's clumsy, he leaves clues, but he's still dangerous.
- Peter Parker: He's assault - He's assaulting people? I'm not sure. I mean, I saw that video with him and the car thief and I think most people would say he was providing a public service.
- George Stacy: Most people would be wrong. If I wanted the car thief off the street, he'd already be off the street.
- Peter Parker: So, why wasn't he, then?
- Peter Parker: I got to stop him, though. I have to because I created him.
- Gwen Stacy: What do you mean?
- Peter Parker: I gave him an equation... that made all of this possible. Something my father had been working on, you know. Secretly. Now I realize why he kept it a secret. Point is, this is my responsibility. I have to fix it.
- Ben Parker: [sees Flash's Spider-Man t-shirt] That's a cool shirt.
- Flash Thompson: Yeah. Dude's... dude's crazy. But chicks dig him.
- George Stacy: Something the police can't? What do you think we do up there? You think we're just sitting around eating doughnuts with our thumbs planted firmly up our asses?
- Philip Stacy: Up your what, Dad?
- Man in the Shadows: Hello, doctor! Did you tell the boy?
- Dr. Curt Connors: Tell him what?
- Man in the Shadows: Did you tell the boy the truth about his father?
- Dr. Curt Connors: NO!
- Man in the Shadows: Well, that's very good. Cause I will let him be for now.
- Dr. Curt Connors: You should LEAVE HIM ALONE!
- Peter Parker: [answering Dr. Connor's question] Cross-species genetics. Person gets Parkinson's when the brain cells that produce dopemine start to disappear. But the zebra fish has the ability to regenerate cells on command. If you could somehow give this ability to the woman you're talking about, that's that. She's... She's curing herself.
- Miss Ritter: I had a professor once who liked to tell his students that there were only 10 different plots in all of fiction. Well, I'm here to tell you he was wrong. There is only one: "Who am I?"
- Spider-Man: [while The Lizard is slamming him against the walls] Don't... make me... have to... hurt you!
- Peter Parker: So you really think it's possible, cross-species genetics?
- Dr. Curt Connors: Yes. Of course. But for years, your father and I were mocked for our theories. Not just in the community at large, but also at OsCorp, as well. They called us mad scientists. And then your father bred the spiders, and everything changed. The result were beyond encouraging. They were spectacular. We were going to change the lives of millions. Including my own. Then it was over. He... He was gone. Took his research with him. And I knew without him, I... I... I was angry. So I stayed from you and your family. And for that, I'm truly sorry.
- George Stacy: Mayor, if there was a large dinosaur running around New York, you would be the first to know.
- May Parker: Ben Parker, don't you even think about leaving that filthy box in my kitchen!
- Ben Parker: These are my bowling trophies.
- May Parker: [sarcastically] Oh, but then, by all means, please leave that filthy box in my kitchen.
- The Lizard: All these souls, lost and alone. I can save them. I can cure them. There's no reason to stop me, Peter.