Basically, it starts with the Peter/MJ conversation in the diner. Apparantly, he's already given up the costume. Blah blah blah, the car thru the window. Lots of Raimi-esque camera work with the push ins, yada yada. To get to Spidey, go thru Peter. Blah blah... tell Spidey to meet me here. Ock walks off with MJ after slamming Peter. Peter gets up and strikes a pose. He's got to become Spidey again.

Not sure if there was a cut in here or not but we switch to the Bugle. JJJ is talking about how MJ got kidnapped. Robbie is saying well, only one guy could face Ock. JJJ gets sympathetic about Spidey and we see he has the costume on his wall. turns awaay and the costume is gone, starts to curse out Spidey. Sees the note re: Your friendly neighborhood Spider-man.

Spidey swinging thru the city to get to Ock. They face off on that clock tower in the trailer. Brutal scene but good to see how far Spidey has adapted to using his webshooters. Fight fight fight, fall to the L-train. Fight on the moving train. Spidey is in and out of the train. Ock tries to distract him but chucking commuters. More good usage of the webshooters. Lots of dodging hanging things and opposing L-trains. Ock sets the train to do an imitation of the subway in Speed and leaves, forcing Spidey to save the train. Spidey goes to the front of the train. He takes his mask off! In full view of passengers. Starts to think, he looks down and tries it the Flinstones way by putting his foot down to slow it. He just eats up the wooden tracks. At this point, he takes a different approach, bracing himself he shoots webs at the passing buildings to slow the train. Strains but the buildings just crumble under the force. The train is coming to the end of the tracks. So Spidey really braces himself and starts to shoot a lot of webs at the passing buildings. The strain of trying to hold back the train has train frame bending around him. He succeeds but he's exhausted. The patrons of the train pull him inside. Again HE HAS NO MASK ON! The crowd is amazed its just a kid. Two kids bring his mask and he puts it on. "We won't tell anyone"

Ock steps back into the train. NY'ers say you want him, you have to get thru us. Ock says fine and pins them to the wall while he smacks Spidey and we end on an unconscious Spidey.