Peter Parker (Tobey Maguire) is a nerdy high school senior in New York City. His parents are dead and he lives with his Uncle Ben (Cliff Robertson) and Aunt May (Rosemary Harris). He has a crush on his next door neighbor, Mary Jane Watson (Kirsten Dunst), who is also one of the few classmates who is nice to him. Her boyfriend, Flash (Joe Manganiello) and his buddies pick on him. Peter’s only friend is Harry Osborn (James Franco), who, though rich and good-looking, is similarly an outcast. Harry, however, is somewhat jealous of the affection his father, Norman (Willem Dafoe) shows Peter. Norman, the head of weapons contractor Oscorp, appreciates Peter’s scientific aptitude and can barely conceal his desire that Peter was his own son.