5 months after the incident of the Lizard, Peter Parker continues his heroic duty, but is upset that he can't let Gwen in any danger, he also meets up with his best friend, Harry Osborn, and his girlfriend, Mary Jane Watson, and then meets Harry's ill-father, Norman, who has been working on something that will save him from dying, but when an accident causes him, Harry and their scientist, Otto Octavius affected them, they became Green Goblin, Hobgoblin and Dr. Octopus.
May 2, 2014
- Andrew Garfield - Peter Parker/Spider-Man, has been having dreams of his parents on a Super Soldier Program, with Norman Osborn attended, also with Hank Pym, Sr., Jonathan Storm and Bruce Banner on the S.H.I.E.L.D., he then wonders how his parents died of a car crash, in the end, Realized that a Scientist named "Miles Warren" was on a list his Father had of Biogenetics!
- Emma Stone - Gwen Stacy, still depressed about her father's death, in the end, was killed by Electro!
- Shailene Woodley - Mary Jane Watson, Harry Osborn's girlfriend, has been worried about Harry, one time when Mary Jane kissed Peter on the lips, she accidently had her hand on the Web Shooters, causing her to realize Peter is Spider-Man, in the end, comforts Peter on Gwen's funeral!
- Dane Dehaan - Harry Osborn, he was a rich kid, and Norman Osborn's son, he met Peter in public school, and they became best friends, has been affected by an explosion, and turned into the Hobgoblin, he gets angry everytime, one time when he turned into Hobgoblin, he began to attack Flash, in the end, apologizes to Peter, and helps him find out about Miles Warren!
- J.K. Simmons - J. Jonah Jameson, the head of the Daily Bugle, in the end, gets humilated and called a liar by the whole city about Spider-Man!
- Zooey Deschanel - Betty Brant, worker at the Daily Bugle, in the end, slips Peter his paycheck!
- Lawrence Fisbourne - Robbie Robertson, seems to support Peter and Spider-Man, in the end, shows Peter that he knows he's Spider-Man!
- Williem DeFoe/Kevin Michael Richardson - Norman Osborn/Green Goblin, the main antagonist, years ago, he was a corrupt industrialist and scientist who tried to perfect the Super Soldier Drug for S.H.I.E.L.D., has been affected in an accident, and turned into Green Goblin, wants revenge on Nick Fury, he has been attacking the SHIELD helicarrier to find and kill him, he asks for Doc Ock, Sandman and Electro for help, in the end, disintagrates infront of Parker revealing that he was a clone!
- Alfred Molina - Dr. Otto Octavius/Dr. Octopus, the secondary antagonist, Osborn's lab assistant, secretly Justin Hammer's agent, he got affected by an explosion which turned him into the corrupted Dr. Octopus, in the end, leaves for the search for Dr. Miles Warren!
- Crispin Glover - Max Dillon/Electro, got tested by Justin Hammer for the Super Soldier Project, giving him electric powers, he was sold to the Kingpin, in the end, was exploded in S.H.E.I.L.D. Hellcarrior, and was turned into living Energy!
- Thomas Hayden Church - William Baker/Sandman, got tested by Justin Hammer for the Super Soldier Project, giving him sand powers, he attacked a beach
- Oded Ferrer - Kraven the Hunter, attempts to try and capture Spider-Man, being hired by Hammer and Doc Ock, He then notices Spider-Man's DNA is of that of a clone!
- Tom Wilkinson - Kingpin, got control of Electro, but was betrayed by Electro!
- Samuel L. Jackson - Nick Fury, secretly hiding, has been watching Peter, he managed to figure out who Peter is, because of the footage of him being bitten by an OZ Spider, and Doc Ock saying Peter's name is Spider-Man, in the end, realizes that some one in the name of "Miles Warren" was using S.H.E.I.L.D. for illegal research!
- Sam Rockwell - Justin Hammer, has been working on the Super Soldier Project for Electro and Sandman, has been hiring Dr. Ock on Norman Osborn, his competitor, was later intimidated by Doc Ock and killed by being thrown out of the window!
- Michael Massee - Chameleon, he is seen in a post-credits scene making a Spider-Man clone of Peter with his blood, creating Ben Reily to "sign up" for S.H.I.E.L.D., but to steal info about it by pretending to be Peter and Spider-Man
- Channing Tatum - Scorpion, is seen in post-credit scene with Rhino and Chameleon watching a newborn Ben Reily, who was created with Peter's blood
- Ray Winestone - Rhino, is seen in a post-credit scene with Scorpion and Chameleon watching a newborn Ben Reily, who was created with Peter's blood
- Andrew Garfield - Ben Reily, is created in a post-credit scene, calling Maria Hill that he will be signing up for S.H.I.E.L.D.
- Sally Field - May Parker, Peter's aunt, in the end, tells Peter that if something is not well, and not right after his first love died, don't ask her
- Chris Zylka - Flash Thompson, the school bully, in the end, apologizes to Parker for the way he treated him!