Teenager Peter Parker (Andrew Garfield) searches for his father and mother, who disappeared mysteriously when he was a child. Meanwhile, he develops a relationship with a schoolmate (Emma Stone), who is also the local police captain's daughter. His search leads him to radioactive spiders that give him superpowers and confrontations with a super-villain called the Lizard. Also with Rhys Ifans, Denis Leary, Martin Sheen, Sally Field, Irrfan Kahn and Chris Zylka. Directed by Marc Webb. [2:16]

SEX/NUDITY 3 - A teenage girl kisses a teen boy in a school hallway. Another teen couple kisses briefly on a rooftop, standing in the girl's bedroom, and on bleachers at a high school football practice. A man walks into his teen daughter's bedroom and finds a teen boy who had just kissed the girl; both teens jump, startled, and the man tells them to come to dinner.
► On a subway, a boy accidentally rips off a woman's blouse to reveal a bra-like top that shows some cleavage and her bare abdomen. A teen boy shoots spider webbing onto the groin area of a male thief and laughs.

VIOLENCE/GORE 6 - An older man walks down a city street at night when a thief falls in front of him and we see a gun fall out of the thief's pocket, the thief picks up the gun, shoots the older man in the chest and runs away; we see the victim lying on the sidewalk with a large pool of blood on his chest and on the sidewalk underneath him as the man's teen nephew kneels beside the victim and cries, and we see the victim's wife sitting at a kitchen table, crying and speaking with a policeman and we hear that the victim died.
► Police officers shoot handguns at a teen boy wearing a superhero costume in several scenes; he dodges the bullets, but is eventually struck in the leg and he patches the wound with spider webbing.
► A lizard-man roars at a teen girl in a laboratory and she escapes by shooting a flame canister at him: the lizard-man grabs a machine filled with reptile-making gas and climbs a tower at the top of the lab building while a teen superhero follows with an antidote gas and the lizard-man and hero fight on the tower, dropping debris to the street below and puncturing a liquid nitrogen supply that causes railings to freeze; a policeman fires a rifle at the lizard-man to distract him, the lizard-man claws the policeman in the chest and abdomen (the wounds bleed and the officer dies later) and the lizard-man and superhero knock each other down and pull each other away from the gas machine.
► A bridge becomes jammed with stopped cars and cars begin to slam into one another as we see a tall lizard-man throw cars over the side of the bridge while people run and scream: a teenage boy runs onto the bridge and fights with the lizard-man (we see cuts on the boy's face that bleed a little), car windows are broken out and one car hangs over the edge of the bridge with a little boy crying inside; a teen boy wearing a superhero costume climbs into the car and talks the boy out as it catches fire in large flames and as the car falls away, the teen catches the little boy with webbing.
► A giant lizard-man attacks a teen superhero and a fistfight occurs with punching, kicking and throwing each other into walls (no one is seriously injured, but the hero receives cuts to the face and neck that bleed a little); the lizard-man crushes the camera and after another fistfight the hero's chest shows bloody gashes from the shoulders to the abdomen. A fight sequence between a lizard-man and a teen superhero occurs in a high-rise laboratory where the lizard-man throws the hero through walls leaving large holes, and mixes chemicals and throws the mix as a bomb into another wall to create a hole and rubble; the lizard-man takes canisters of a green gas outside and shoots them into the air near a police Swat Team that begin to choke and turn into reptiles with green scales while many pass out on the sidewalks.
► A superhero and a lizard-man fight in a school library, breaking tables, knocking books from shelves, throwing chairs at each other, punching, kicking and narrowly missing an elderly librarian as he exits the room (no one appears injured).
► A high school bully holds a younger boy upside down over a plate of food and smashes his face into it, and when another teen boy objects loudly the bully puts down the younger boy and beats up the other teenager, kicking him in the stomach as he walks away; the injured boy holds his stomach and groans and we see bruises on his face and mouth. A teen boy lifts a bully up by the throat, slams him against a locker and releases him after receiving an apology for past bullying.
► A teen boy searches for the criminal that killed his great-uncle; he punches several criminals, participates in fistfights, scares thieves by sneaking up on them or hiding in the backseats of cars they plan to steal, wraps thugs in spider webs and leaves them to be picked up by the police and he returns home late each night with cuts and bruises on his face.
► A one-armed scientist injects himself with a green formula, convulses and passes out; he awakens with a huge new arm that appears like stone and when he peels the outer layer away we see a large human arm, shiny with mucous and he groans in pain as he flexes the fingers (when the formula wears off, the arm and hand disappear). A lizard-man wails as his right claw erodes to form a hand that also erodes and falls off. A lizard-man feels a shower of antidote gas and begins to change into human form; his scales fall away and he reaches over a ledge to catch a teen superhero that fell over, pulling him up to a rooftop. A teen superhero breaks off the tail of a lizard-man bloodlessly and it grows back.
► We see a lab mouse after it has doubled in size, grown scales over its fur and broken into another glass cage; the glass is shown to be ragged and bloody and on the floor, we see the mouse with a bloody mouth as it chews on the body of a smaller, dead mouse. Two mice in small cages are each missing a foot. A scientist at a lab is missing his arm from the elbow and we see the stump of his arm at the end of a rolled up lab coat sleeve. A scientist wears a sleeveless undershirt and looks in a mirror at the stump of his arm from all angles and sighs.
► We see that a mouse injected with a green chemical has become reptilian, with scales over its skin. A green gas released into a city makes people choke and turn into reptiles and later when a blue gas is released they return to human form. A blue shower of snow falls over a city and we see police that were reptiles begin to change back into human form and EMTs begin to treat them.
► A large hologram of a transparent mouse shows its skeleton and a missing foot; after computer simulations of three genetic splicings, we see a mouse die twice as a new foot grows that is much too large.
► We see hundreds of spiders crawling on webs that fill the screen. In a laboratory we see a hologram of dozens of crawling spiders, followed by close-ups of research photos showing several species of spiders of varying sizes. Photographs show close-ups of various red spider-bites on skin and a man with a thermometer in his mouth, indicating a fever caused by a spider bite.
► A teen boy views hundreds of glowing radioactive spiders in a lab in a dark chamber and receives a bite on the back of the neck; later, his hands and feet stick to paper and a computer keyboard, he discovers a length of spider web streaming from the bite on his neck with a spider hanging onto the end of it, he develops increased strength and speed and accidentally breaks several objects at home.
► A crook appears hanging from the doorway of a police station, wrapped in a cocoon of spider webbing and shouting for help. Webbing and a huge lizard's tail fly toward the audience several times (in 3D).
► A teen boy takes a basketball away from a bully and slam-dunks it, breaking the basketball hoop and backboard glass causing cheerleaders to scream and fall out of a human pyramid; no one is injured. A teen boy falls asleep on a subway and when a man places a cold bottle on his forehead he is startled causing the boy to fly to the ceiling, knock six men unconscious and accidentally rip off a woman's blouse (please see the Sex/Nudity category for more details). A teen boy sweats heavily and takes several dishes of food out of the refrigerator to eat, stumbling against walls and dropping things on the way to his room as his aunt says something is wrong with him.
► In numerous scenes, a teen superhero swings through a city by shooting spider webbing onto buildings and over girders, over the arms of construction cranes, and other objects from electronic dispensers (we see the webbing as it appears to shoot out into the audience in 3D); he runs up buildings on all fours and jumps from rooftops of several skyscrapers with the help of spider webbing to catch him before he falls to the ground (he appears to swing and fall into the audience, along with debris around him in 3D).
► A funeral scene on a rainy day outside a church shows people leaving and grieving. A home office appears trashed after it has been searched, and the homeowner enters and hurries his wife and young son outside; the boy complains and cries.
► We see a scientist wearing a dirty lab coat, sitting on a curb in a sewer and in front of glowing equipment in a dark room, with his feet in sewer water, his hair mussed, and his face grimy, and his neck and throat appear scale-like.
► A teen boy and his great-uncle argue loudly several times about responsibility and the whereabouts of the boy's parents, who have disappeared. A teen boy argues with the local police captain about crime in the city and what can be done about it. A businessman confronts a genetic scientist for wasting time and he tells him to hurry or they will both lose their heads because their boss is dying; after several arguments the businessman fires the scientist. A teen boy and his great-uncle argue several times until the older woman finally tells the boy that secrets come at a cost. A TV news broadcast is heard in which a reporter states that lizards are loose in the city and a man in a spider costume is a criminal. At a funeral a teen girl visits a teen boy and argues briefly, cries and leaves. A man in a prison cell sees a second man that appears in the cell from out of shadows, the second man warns the prisoner not to tell a boy about the whereabouts of the boy's father and the prisoner loudly tells the shadowy man to leave the boy alone; the dark figure disappears and the scene ends.

LANGUAGE 4 - 1 not fully enunciated F-word derivative, 1 scatological term, 1 anatomical term, 2 mild obscenities, name-calling (stupid, mad scientist, anarchist, weak, pathetic, feeble minded, Mother Hubbard, crazy), stereotypical references about teenagers, mad scientists, family secrets, senior citizens, police officers, superheroes, comic book villains, genetic research, Indian people, Tokyo monsters, 5 religious exclamations.

SUBSTANCE USE - A scientist injects a green chemical substance into a mouse and into his own arm that causes convulsions and sudden skin growths in both, a scientist injects himself with a green chemical substance twice more causing strong convulsions and he becomes a 10-foot tall lizard-man, and a green gas released into a city makes people choke and turn into reptiles and later when a blue gas is released they return to human form. A man drinks wine at dinner.

DISCUSSION TOPICS - Family, relationships, responsibility, heroes, illness, crime, justice, genetic experiments, fantasy.

MESSAGE - Talents come with the responsibility to use them to help others.