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THE AMAZING SPIDER-MAN by GUY M. DERRITT firstname.lastname@example.org My Name My Address My Address City, State ZIP © 2003, Me Again (999) 999-9999 The Amazing Spider-Man FADE IN: INT. PETER PARKER'S BEDROOM - MORNING 7 AM - We move about the room, and discover it to be the haven of a high school science nerd. The walls are covered with posters from science exhibits, tables of elemental and chemical compounds. Science Books and magazines. Also scattered about are small lab apparatuses that are in constant use, and a very expensive looking microscope that someone scrimped and saved to buy. At the center of the room, scurrying about like a lab rat is PETER PARKER. Hopelessly clumsy, face framed in glasses, he has an endearing, lost, quality to him. He scrambles to ready himself for school, while taking note of several small experiments he has running in his room. Peter, a look of disappointment on his face, is surveying a strange-looking mess on top of his desk. A glass, crushed by a 25 pound metal barbell- and a white powdery substance scattered about the surface. Peter runs his right index finger through the dust pile collecting a small sample. He lifts his glasses, squinting his eyes to inspect the residue more closely. We can see that behind the thick frames, and confused crinkling of his face, that Peter is actually a rather handsome young man. He types quickly on a laptop computer. PETER ..Hmm.. Although my addition of several chemical agents to the industrial adhesive resulted in a nearly 200% increase in strength, the mixture seems to have made the compound more unstable. The adhesive breaks down after approximately 60 minutes to a fine powder... (Huffs) ..I'm currently at a loss as to the method by which- He's cut off by a SHARP BEEPING SOUND. Turning in the direction of the sound, Peter focuses on a small black box resembling an old-fashioned pocket transistor radio. The device appears crude and home-made, with wires and exposed internal parts. A RED BEAD LIGHT BLINKS in time with the BEEP. A smile comes over Peter's face and he rushes to his door. opening it we see A MAN IN HIS MID-FIFTIES walking toward Peter's room. He carries a tiny disc shaped object. Just in front of Peter, the man looks up and we are greeted by the kindly smile of UNCLE BEN PARKER. UNCLE BEN Hey Pete! PETER Morning Uncle Ben.. UNCLE BEN Well- our little monitor bug is working.. I think we've got a future- Parker & Parker.. Your scientific vision and my electronics expertise.. GE had better run for cover.. PETER Yeah, that's great- At least something's working.. Uncle Ben looks in, noticing the scene at Peter's desk. UNCLE BEN Oh.. The adhesive thing didn't work out, huh? Peter shakes his head. UNCLE BEN (continuing) Well, let's get some of your Aunt May's wheat cakes into you.. Get the blood flowin' to your brain. He places an arm on Peter's shoulder and they walk out of the room and into the hallway. PETER ..I know I'm close on this adhesive thing.. Maybe more additives.. Slightly different proportions.. UNCLE BEN ..Yeah, well, just don't blow up the house, okay? We just finished paying for it... Peter laughs. CUT TO: INT. PARKER DINING ROOM - CONTINUING AUNT MAY PARKER the charming compliment to Ben sets a lovely table for the family breakfast. Taking care of her family is clearly the pride of her life. She beams at the sight of Peter and Ben descending the stairs. AUNT MAY Morning boys... Peter greets Aunt May with a kiss on the cheek. PETER Morning Aunt May.. The family sits down to the breakfast table. They begin taking liberally from the array of foods: wheatcakes, sausages and eggs. UNCLE BEN Hey Pete- maybe what your adhesive needs is a dash of your Aunt May's wheatcake batter.. That's about as thick as cement.. He winks playfully. Aunt May smirks back at Ben. AUNT MAY I think it'll still break over your hard head Mr. Parker.. She laughs playfully as well. Peter smiles at the interplay between his Aunt & Uncle. This is truly a happy home. UNCLE BEN Pete- turn up the volume on the TV.. Peter reaches over and turns up the volume on the nearby portable TV. The morning news program runs videotaped footage of a WINGED MAN engaging in a battle with the police after the robbery of The New York Diamond Exchange. NEWS CASTER -Robbery in the Diamond District yesterday by the bizarre criminal who calls himself The Vulture.. These are the first video images of the winged felon.. PETER He looks like he's in his 60's.. AUNT MAY See Ben? You've been wondering what to do since you've retired.. You could join that fella there- call yourself The Turkey.. You'd have something to do, and I'd have all the eggs I need.. Peter and Ben laugh. CUT TO: EXT. MIDTOWN HIGH SCHOOL - MORNING Peter walks toward the school, still light-hearted from his breakfast. This is until he receives the hard slam by a bulky shoulder from behind. Peter looks up perturbed, but immediately knows the source of the blow. FLASH THOMPSON, High School jock, and jerk. He and HIS FOOTBALL JACKETED ENTOURAGE strut past Peter. Flash looks back at him. FLASH Hey Parker, even with a second set of eyes you still can't manage to keep outta the way of progress, huh? PETER Sorry- I didn't know they designated this street a "Moron Crossing".. Flash, a little too slow to make a comeback snarls at Peter and continues into the building. Peter's face twists at the unfairness of life. Continuing into school, he walks past an E Class Mercedes as it rolls to a double-parked stop. INT. MERCEDES - CONTINUING Within the luxury vehicle, NORMAN OSBORN sits next to his teenaged son HARRY. They share an almost frightening physical resemblance. HARRY Will you be home when I get there tonight? Norman, face buried in the Wall Street Journal, scarcely glances over at Harry. NORMAN I don't think so, son. We've got tons off work to do to at the plant. HARRY Dad.. It's been three weeks since you've come home from the hospital, and we've hardly had one dinner together.. Norman slowly lowers the newspaper, planting a fearful gaze on his son. Harry nervously looks away. NORMAN (In a deathly cold voice) We can afford this lifestyle only because of my dedication to my work, Harry. It's time you became A MAN and stopped looking for me to hold your hand every night... Harry nods, knowing anything further would be unwise. He quickly exits the car. NORMAN (continuing) Harry! Harry freezes and quickly turns back to his father. NORMAN (continuing) Have a nice day, son.. A tender smile overtakes Norman's face. Harry, clearly confused, nods again and dashes into the building. CUT TO: INT. MIDTOWN HIGH CORRIDOR - CONTINUING Harry enters the corridor. Flash and his buddies are by the lockers and notice him. FLASH Hey Osborn- How goes it? Harry slaps a hand into Flash's. HARRY -Chillin' Flash.. FLASH So what was it this morning? The Merc, the Beamer, the Rolls? HARRY The merc.. Flash glances over at Peter, removing books from his locker. FLASH How 'bout you Parker, the cross-town bus or the express? Flash's boys snicker. Peter shakes his head, slamming his locker door shut. CUT TO: INT. SCIENCE CLASS - AFTERNOON The science teacher, DR. MILES WARREN writes the words: VISCOSITY OF GASES across the chalk board. When he finishes, he turns toward the class. WARREN -So- As the chalk board alleges- today, we're discussing the Viscosity of Gases.. Please turn to page 120 in your text books.. With varying enthusiasm the class turns to the requested page. This is with the noticeable exception of Peter. A slightly guilty expression on his face, his attention is elsewhere. Specifically to his slight front left. PANNING, we see exactly what it is that holds Peter's attention. GWEN STACY. Another example of how uneven life's randomness can be. She's blonde, and far too beautiful to be real. But this, in-and-of itself is not what stuns Peter. What's truly unique is that she is genuinely oblivious to her beauty. And furthermore, her attention is actually focused in her text book. Dr. Warren paces in front of the class, reading from the text book. WARREN (continuing) ..It is a general property of fluids that an applied shearing force, that produces flow in the fluid is resisted by a force that is proportional to the gradient flow of velocity in the fluid.. This phenomenon is known as viscosity.. Looking up to see that the class is still with him, Warren fixates on Peter, and sees that he's caught in the tractor pull of Gwen's aura. WARREN (continuing) ..Maybe Mr. Parker can continue for us.. PETER (Still looking at Gwen) -That would be beautiful.. The burst of laughter from the assembled class is like a splash of water in Peter's face. He remembers to be embarrassed, and even moreso, as Gwen is now looking at him with curious laughter on her face. CUT TO: INT. MIDTOWN HIGH CORRIDOR - AFTERNOON Peter at his locker still grimaces over the science class debacle. Peter's locker is an extension of his bedroom. Instead of a supermodel gracing the inner door he has a poster of the super-computer he's hoping to purchase when he saves enough money. There are yet more science books and magazines as well as miscellaneous items as varied as Cold- Tylenol, to a small toolset, to machinist's oil. Dr. Warren stops next to him. WARREN Hey Peter- Are you coming to the Genetics Exhibition at ESU today? I hear it's going to be simply gorgeous.. Peter looks down. Warren playfully brushes Peter's shoulder, and Peter manages a slight smile. WARREN (continuing) I'll see you there.. Warren walks off. Peter glances over and sees Gwen at her locker. Slowly, he finds his feet moving in her direction. PETER (To Himself) ..Parker.. you are about to do yet another incredibly stupid thing.. Of course the most stunning creature to ever grace the dirt with her footprint wants to go to a science exhibition with King of the pocket-protectors.. Peter is within a step of Gwen. His lips purse to form a word when- Flash Thompson cuts him off without the slightest bit of notice. FLASH Hey Gwen- That outfit screams for a night of partying with Flash.. Harsh reality sinking in, Peter shrinks backward, hoping no one notices him. Frustrated, he shambles back to his locker. GWEN (Regards Flash with total disdain) I'm busy Flash... FLASH That's okay, everybody makes mistakes.. The important thing is you can make up for it.. What could better than the embrace of Thompson? GWEN Well, if the Genetics Exhibition at ESU doesn't work, maybe being gnawed at by piranhas will do.. Flash's face twists as though he'd heard something dreadful. FLASH (Uttered with disgust) -Genetics Exhibition!!! He turns away in horror, and spots Peter. FLASH (continuing) Parker! This is your fault! Peter turns at the sound of his name. He looks up, confused to find Flash aggressively charging towards him. THE STUDENTS passing by pause at the sight of Flash's fast advance toward Peter, sensing some action. FLASH (continuing) You're like a disease, spreading dweebitis to the unsuspecting victims.. Peter, composing himself, extends his hand, halting Flash. PETER Hold it, Flash! You want a fight? Flash is momentarily shocked by Peter's public display of defiance. Then he's quickly excited by the prospect. FLASH Of course!! Peter quickly crouches- PETER Then just cross this line- Peter swipes his hand across the floor creating an imaginary line. Flash storms across the invisible barrier- AND SLIPS- VIOLENTLY FLYING UPWARD AND CRASHING ON HIS BUTT. The Crowd en masse explodes into laughter. Peter, sensing his next best move is a hasty retreat, bolts out of there, only pausing to smile at the TUBE OF CLEAR LUBRICATING OIL in his palm. Gwen, watching Peter run, has an expression of mild admiration for his cleverness. CUT TO: INT. MIDTOWN HIGH CORRIDOR/STAIRWAY - CONTINUING Peter runs up the hallway, heading for the stairs. VOICE (O.S.) Hey Parker! Peter pauses nervously and then turns, to find Harry Osborn facing him down. Knowing that this is one of Flash's friends, Peter yields, figuring, as usual, his luck's run out. PETER ..Yeah? HARRY (His stern face turns into a grin) ..Nice one.. He gives Peter a subtle thumbs up. Peter nods and continues through the stairway door. CUT TO: INT. EMPIRE STATE UNIVERSITY SCIENCE DEPARTMENT - AFTERNOON The huge science lab is elaborately designed with State-of- The-Art equipment. The setting has however been slightly altered so as to accommodate spectators for a demonstration. DR. CURT CONNORS, a handsome, affable man despite being amputated of his right arm, and his colleague DR. MICHAEL MORBIUS a tall, pale man with dark hair and intense features stand before a huge Cyclotron. THROUGH A PROTECTIVE GLASS ENCASING TUBE, PERIODIC BURSTS OF RADIOACTIVE PARTICLE BEAMS CAN BE SEEN GENERATING IN DAZZLING DISPLAY. THE CROWD OF SPECTATORS are amazed at the spectacle. MORBIUS Good afternoon. I'm Dr. Michael Morbius. The research of myself, and my colleague Dr. Curtis Connors has been in dealing with the effect of various forms of radiation on the human genome. In recent years, we've seen the effects caused by such exposures. We all know of the famous Dr. Reed Richards and his band of superhuman adventurers. There is also evidence of an emerging number of individuals born displaying the effects of genetic mutations. Our experiments are attempting to categorize exactly how the various forms of radiation we may come in contact with will effect the human genetic structure, so as to prevent future undesirable mishaps.. And at the same time, how the enhancement might be beneficial in the treatment of disease or birth defects.. As the lecture continues, Peter enters the laboratory. At the back of the standing room only crowd, he has a bit of trouble seeing. Then he notices Dr. Warren standing near the front of the crowd. PETER Dr. Warren! Warren turns, smiling at Peter and beckoning him to come forward and join him. Peter politely, if clumsily makes his way through the crowd, until he gets a glimpse of Gwen Stacy within the crowd, and out and out tumbles. Peter falls into another of the crowd creating a domino effect of falling bodies. The last link in the chain reaches out to the nearby wall for support. THE PERSON'S HAND inadvertently hits a switch on the wall, KICKING UP THE LABORATORY'S VENTILATION SYSTEM WITH A ROAR. The crowd is now completely disrupted by the calamity. A deeply abashed Peter rises, smiling and nervously waving apologetically to the crowd. He looks over at Gwen who is giggling, despite her best attempts not to. PETER (continuing; To Gwen) ..Hi.. Nice to see you again.. Dr. Morbius tries to recover the composure of the audience. MORBIUS Well, that concludes the comedy portion of our show, folks.. Let's give the young man a hand. The crowd laughs and applauds. Peter playfully bows trying to make light of the disruption. MORBIUS (continuing) I'd now like to bring Dr. Connors forward to continue with the exhibition.. TO AUDIENCE APPLAUSE, DR. CONNORS STEPS TO CENTER STAGE. CUT TO: INT. AIR DUCT - CONTINUOUS Within the air duct, a spider, nested within its web, is about to partake of a meal of a freshly captured fly. Just then, the ventilation system blows; UPSETTING THE SPIDERWEB, and BLOWING THE SPIDER WITHIN, down the air shaft. CONNORS (V.O.) Thank you. We're not completely certain why these extraordinary events have occurred.. Perhaps it's a jumpstart to the next step in man's evolution.. CUT TO: INT. ESU LABORATORY - CONTINUOUS The Spider plunges through the open vent landing on top of the Cyclotron. Attempting to get its bearings, the Spider climbs over the CYCLOTRON'S VACUUM CHAMBER. AT THAT MOMENT, THE VACUUM SWITCHES ON, and THE SPIDER IS SUCKED INTO THE CHAMBER. CONNORS (V.O.) Perhaps it is a reminder by a Higher Power that as man advances toward the future, we must remember that we are still children in the eyes of the universe.. An IONIC PARTICLE BEAM BLASTS THROUGH THE CHAMBER, THE RESIDUAL ENERGY BATHING THE SPIDER. The Vacuum switches back on, and the spider is sucked out of the vacuum chamber along with waste particles in the aftermath of the blast. CONNORS (V.O.) (continuing) And that our growth technologically must be tempered with an awareness of just how little we truly know- The Spider, along with the particles are sucked through an exhaust tube and filtered into a toxic waste unit. But the Spider, the only living object within the mass of waste particles manages to grasp the tubing inner wall and cling to it. It tears a small opening through the filter and climbs into the adjacent air duct. CONNORS (V.O.) (continuing) -And how far we have yet to go.. The Spider, A PULSATING GREEN GLOW now surrounding it, makes the trek through the laboratory ventilation system finding its way back to an open vent. Extending a web strand, the spider begins a descent into the open area of the laboratory. CONNORS (V.O.) (continuing) Perhaps its a wake-up call to us to be aware of all the little things that can so easily change our fate, and guide us towards our destiny... DISSOLVE TO: LATER. At this point, The Exhibition is ending. Dr. Warren leads Peter over to meet Dr. Connors. WARREN Curt Connors, I'd like for you to meet my most promising student, Peter Parker- Peter and Connors shake hands. CONNORS - Well- aside from your talent for show stealing- I'd take a recommendation from Miles Warren to be a good thing.. PETER Thank you, sir.. (aghast smile) I figure a big entrance makes a memorable impression.. I'm a huge admirer of your work Dr. Connors.. A tad shy at this point, Peter's eyes dart nervously about the room. He spies that Gwen is preparing to leave. PETER (continuing) -Uh.. Doctors, could you excuse me for one moment? Peter, fiercely determined scurries toward Gwen. At the same moment, the Spider is continuing its descent. The light in the room obscures its irradiated glow. But the Spider's descent is unsteady and faltering, as though the creature is weakening. Peter extends his hand, to reach towards Gwen. PETER (continuing) -H-Hey- At that second, the Spider drops from its web strand, landing atop Peter's extended hand. Gwen turns, and at the same moment, THE SPIDER BITES INTO PETER'S HAND. A SHOCK runs through Peter's body and he convulses. PETER (continuing; Screams) OWWW! GWEN (Confused; concerned) -Are you okay? The shock past, Peter tries to recover his cool. He straightens up and the Spider falls unnoticed from his hand. Hitting the floor, the tiny Spider goes limp and dies. PETER (Huffs; annoyed with himself) ..Yeah.. I'll be okay.. Gwen stands waiting for him to continue. GWEN ..So.. did you want to tell me something? Peter spots the Spider and is at a momentary loss. Then, completely frustrated with yet again looking stupid in front of Gwen, throws up his shoulders. PETER (Sighs) No.. Not really. It's just in case you weren't completely convinced I was an idiot, I figured I'd remove all room for debate.. Gwen is half amused and half believing this to be true. Peter begins to feel dizzy. PETER (continuing) ..I'd better bail before the roof falls in too. Without any further fanfare Peter makes a dash toward the door. Doctors Warren and Connors look strangely at Peter's exit and then back at each other. WARREN ..Bright boy, but in need of some social skills.. Connors shakes his head. CUT TO: EXT. ESU CAMPUS - DUSK As Peter crosses the campus he grows increasingly ill. PETER ..Well.. I suppose dying would be the logical ending to the day I'm having.. CUT TO: INT. PARKER HOME - EVENING Peter stumbles into the house. Cramping up and sweating. Aunt May, stepping casually from the kitchen, quickens her pace seeing Peter's state. AUNT MAY Peter! What's wrong? She embraces him, checking his head. AUNT MAY (continuing) ..You've got a fever! PETER I got some kind of a bug bite.. Uncle Ben emerges from the basement. UNCLE BEN What happened? Aunt May walks Peter to the stairs. AUNT MAY -I think we can add bug bites to Peter's list of allergies Hon- Grab the Epinephrine.. Ben nods. CUT TO: INT. PETER PARKER'S BEDROOM - EVENING Peter is changed into sweats and is in bed. Aunt May and Uncle Ben are tending to him. Aunt May removes a thermometer from Peter's mouth and checks it. AUNT MAY -Well you've got a pretty high fever, but you don't have any swelling or trouble breathing, so.. She places her hand on his forehead. AUNT MAY (continuing) You might have a case of the flu.. I'm going to get you some Tylenol.. Aunt May gets up and hurries to the door then turns back. AUNT MAY (continuing) -Ben, make sure he stays still.. If the fever doesn't go down in a few hours we're taking him to the hospital.. UNCLE BEN (Calming her) ..Okay Dear.. Peter lies restlessly, his symptoms knocking the strength out of him. PETER ...Uncle Ben... If you really love me... Just let me die... UNCLE BEN ..Uh-huh.. Is that the delirium talking there, Pete? PETER ..School.. (Feigning crying) Beautiful girl.. UNCLE BEN ..I think I see the cause of your fever.. PETER ..Like something out of a dream.. You ever meet someone like that? UNCLE BEN ..Yeah. -Married her as I recall.. PETER ..She's even interested in science.. And I made myself look like a total loser.. UNCLE BEN ..These things happen Pete.. You're not feeling well, things like that can throw a situation all out of proportion.. You rest up tonight. Things'll be alot different in the morning.. I promise you. Exhausted, Peter lies backward and hopelessly closes his eyes. CUT TO: INT. GWEN STACY'S BEDROOM - EVENING Gwen sits typing at her computer, glasses resting at the edge of her nose. There's a knock on her open door. Gwen turns to greet her father, POLICE CAPTAIN GEORGE STACY. In his mid-fifties he has a strength about him that radiates from a warm-heart. CAPTAIN STACY ..All finished your homework? GWEN Just about Dad.. What are you doing tonight? CAPTAIN STACY Me? Sitting down to a movie and checking over some police reports.. GWEN ..Need any help? CAPTAIN STACY (Smiles) From my best cop? Sure, but.. GWEN But what? CAPTAIN STACY -Well... No father wants to rush his little girl out the door- Especially when she's grown into a teenaged Venus.. But, I'd figure you'd want to spend at least some of your time with fellas closer to your own age.. GWEN (Rolls her eyes) Pass. CAPTAIN STACY What's wrong? I'm sure you don't lack for date requests.. GWEN No. Plenty of requests.. Just not from the right sources.. CAPTAIN STACY Meaning? GWEN -Well, most of the guys who come at me are jock doofuses or wannabe playboys.. (Pause) Then there's this one guy.. But even if he worked up the nerve to ask me out, I think he'd get us both killed, he's such a klutz.. CAPTAIN STACY (Smiles) ..But you like him.. GWEN I don't know.. There's something.. Different about him.. CUT TO: INT. HALLWAY OUTSIDE PETER PARKER'S BEDROOM - MIDNIGHT It's hours later. Aunt May is quietly exiting Peter's bedroom. She walks toward her and Ben's bedroom. Ben awaits her in the doorway. UNCLE BEN How's he doing? AUNT MAY ..Just like I thought.. His fever's gone. He's sleeping like a log.. A little Tylenol and honey- lemon tea will do it every time.. UNCLE BEN The boy comes from good stock.. The Parker men are strong as young oxen.. AUNT MAY (smiles at Ben suggestively) ..Don't I know.. She puts her arm around him and they walk into their bedroom. CUT TO: INT. PETER PARKER'S BEDROOM - CONTINUING DOLLY-IN ON SLEEPING PETER. AS WE MOVE FORWARD THERE ARE QUICK INSERTS OF EFFECTS SHOTS: EFFECTS SHOTS GIVE QUICK GLIMPSES OF WHAT IS GOING ON INTERNALLY IN PETER'S BODY: MUSCLE AND BONE FORTIFIES IN DENSITY, NOT SO MUCH GROWING LARGER AS THE CELLULAR TISSUE IS MULTIPLYING AND CREATING A TIGHTER CONNECTION. TENDONS BECOME MORE ELASTIC, BLOOD FLOW IS MORE INTENSE. AN ENERGY GLOW SIMILAR TO THAT OF THE SPIDER BEGINS TO ENGULF THE INTERNAL STRUCTURE OF PETER'S BODY, BUILDING TO CRITICAL MASS UNTIL- PETER'S EYELIDS FLY OPEN. He sits up in bed, looking around in the darkness. All of the symptoms he had are gone. He's strangely energized. He climbs out of bed, still uncertain as to what's happening to him, but knowing that he feels better than he's ever felt in his life. Inexplicably, even to himself, he finds himself walking toward his window. He opens it, and begins to climb out of it. CUT TO: EXT. PARKER HOUSE/ ROOF - CONTINUING Peter climbs out of his window and onto the rooftop. He feels the night air against his body and a smile comes over his face. He walks to the edge of the rooftop, and then sits, looking out over the neighborhood. He can't make sense of the sudden power he feels surging through his body. He reaches toward the steel pipe which allows smoke from the kitchen to be vented out of the house. Grasping hold of it, HE PROCEEDS TO CRUSH IT EFFORTLESSLY. Stunned by what he's done, and then remembering the trouble he'll get into for doing it, he grabs it with both hands and just as easily RE-OPENS THE CRUSHED AREA. Intrigued by his newfound strength, Peter walks back to his window, and leaps- effortlessly bounding a height of 7 feet, landing on the second tier of his family's rooftop. He lands instinctively in a spider-like crouch. Looking over, he makes the leap between his house and the next, approximately double the distance he'd just jumped, and lands with equal ease. Peter is now fully in the grips of his newly acquired strength and begins to move throughout the neighborhood, jumping from roof to roof, trying each time to extend the distance of each leap. He reaches an area of apartment buildings. Peter stands at the front of one roof. And decides to attempt a leap across the length of this roof to land on the one across, a distance of at least 120 feet. Without a running start, Peter makes the jump. He sails across the length of the first rooftop, but as he reaches the edge of the roof, and continues over, his arc is too short. He sees he won't make it the full distance, and there's a good 6 story drop to the ground- He figures this is the usual Parker Luck working in top form. Frightened, Peter instinctively reaches out to grab something- Anything. Eyes closed, he readies himself for a hard landing. Then he realizes that his fall has stopped abruptly. Peter opens his eyes- AND FINDS THAT HE'S CLINGING TO THE WALL. At first Peter thinks this has to be still a sign of his delirium. He's clinging to the wall just like - Like a spider. Then things begin to make sense. Slowly, cautiously- Peter releases his right hand, and places it down at his lower right. His hand continues to cling to the wall. Peter turns his entire body so that he is facing completely upside down. Yet he still clings to the wall. He spins his body back around, and begins climbing upward, toward the top of the roof. From here, Peter moves to the outer areas of the neighborhood, jumping on and crawling the walls of the apartment buildings. At first, landing with a slight clumsiness and uncertainty to his grip. But with each moment growing more fluent and certain of his movements. No longer simply Peter Parker- no longer only a man. Peter becomes oblivious to anything other than the amazing powers he has acquired. AS WE TRAVEL ALONG WITH HIM, WE GET GLIMPSES OF THE SEAMIER AREAS SURROUNDING HIS FAMILY'S HOUSE. SIGNS OF CRIMINALS, DRUGS BEING DEALT, PROSTITUTES STROLLING. EXT. STREET - NIGHT Spread out across one street is a GANG OF BURGLARS. THE LOOK OUTS are positioned strategically over the block, while the INSIDE MEN work the buildings in the area. INT. APARTMENT BUILDING - CONTINUOUS Several of the GANG MEMBERS have ravaged an apartment, and are carrying their loot down the stairs, when one of them glances out of a stairwell window and spots Peter on the wall of the adjacent building. He FREAKS. BURGLAR 1 (Eyes bulging) Holy mother f- The others pause. BURGLAR 2 What is it? Peter is now out of sight. BURGLAR 1 There was guy!- A guy on the freakin' wall! Crawlin' like a bug! BURGLAR 3 What are you talking about? You been smokin' that good weed? BURGLAR 1 Yeah- But that's besides the point- There really was a guy stickin' on the freakin' wall! BURGLAR 2 Let's get outta here, or his dope dreams 'll be the least of our problems! The others follow his lead and continue down the stairs, but Burglar 1 glances out the window, to confirm that he's not that crazy. He draws a gun, determined to blow whatever this thing is back to Hell. Burglar 2 spots this and is incensed, grabbing Burglar 1 by the collar. BURGLAR 2 (continuing) What are you- stupid?! You're always drawin' that thing at the drop of hat! The Big Man has no use for stupid in this gang.. Burglar 2 turns and continues down the stairs. Burglar 1 curls his lip angrily, but puts the gun away and follows. CUT TO: EXT. STREET - CONTINUOUS The Gang converges on the street. They prepare to make their escape when they hear POLICE SIRENS. They expected this, and calmly, but quickly scatter. CUT TO: EXT. SIDE STREET - CONTINUOUS Peter leaps from a building wall, landing on the street. Walking over to a parked car, he reaches under the bumper, AND LIFTS THE REAR OF THE CAR. He places it back down, laughing to himself uncontrollably. At that moment he hears the POLICE SIRENS. He turns, and sees several MEMBERS OF THE BURGLARY GANG running towards him, with THREE BEAT COPS IN HOT PURSUIT. Confused, Peter side steps the Gang Members allowing them to continue on their way. The last of the Gang Members is Burglar 1. He and Peter's eyes meet as he runs past. The cops continue chasing the gang- But the last COP, stops as he reaches Peter- COP (Raging) What the hell's the matter with you?! Why didn't you stop any of them?! Peter becomes coolly defiant. PETER Calm down, pal- You're paid to handle this kinda thing. I'm an innocent bystander.. COP Innocent Bystander? You don't give a damn about what happens to your own neighborhood? PETER As long as they stay outta my house it's not my problem.. I'll take care of my own- But I'm not risking my neck for anybody else.. COP If I had the time I'd bust you for aiding and abetting- PETER (Consumed with his power) Not a good idea.. The Cop gets the vibe that Peter is not simply talking trash. Hesitantly, the Cop turns away and joins the others in pursuing the crooks. Peter smirks. CUT TO: INT. PARKER HOME - MORNING Uncle Ben climbs the stairs in his morning ritual to wake Peter. CUT TO: INT. PETER PARKER'S BEDROOM - CONTINUING Peter is at his desk. It's clear that he has not slept. Still bustling with excitement over his newly acquired abilities, he types excitedly on his lap top. ON HIS LAPTOP WE SEE THAT PETER HAS CREATED A CHART, DETAILING HIS ABILITIES, AND THE LEVELS TO WHICH THEY WORK. There's a knock on the door. Peter LEAPS from his chair, clearing the length of the room, landing in front of the door. He opens it to greet Uncle Ben. UNCLE BEN How you feeling Pete? PETER (Giddy) Uncle Ben... There are no words.. For how good I feel.. UNCLE BEN -Yeah.. Your Aunt May's remedies do work wonders.. She learned 'em from her Grandmother- PETER -No- Uncle Ben- You don't understand- Peter looks about the room for some way to show Uncle Ben what's he means. He spots his chair. PETER (continuing) -Just watch.. Peter leaps and somersaults, then lands and balances himself on the back of the chair with his right arm, as the chair teeters on its rear legs. Ben's mouth is agape. UNCLE BEN Now.. Honey-Lemon Tea never did that for me.. PETER It wasn't the tea Uncle Ben.. it was The Spider- UNCLE BEN The what? Peter Springs from the chair, landing perfectly on his feet. PETER The spider that bit me yesterday.. Somehow- it gave me its powers.. UNCLE BEN ..Wait a minute.. you mean you eat flies and spin webs? Peter looks at him strangely. PETER No.. no... But I can do this- Against the wall is a file cabinet that easily weighs 200 pounds. Peter reaches underneath it and LIFTS IT WITH ONE HAND. Uncle Ben is dumbfounded. Peter places the cabinet back down. PETER (continuing) -And then there's this- PETER LEAPS AND FLIPS- LANDING ON AND CLINGING TO THE CEILING. WE SEE FROM PETER'S UPSIDE DOWN POV that Uncle Ben is frozen. UNCLE BEN (Stunned) ..Okay.. I'm going to go back outside this door, and when I come back in, I want my real nephew to be here.. Peter drops from the ceiling landing softly in a crouch. He clasps Uncle Ben's shoulders trying to reassure him. PETER Uncle Ben I know its a shock.. Uncle Ben, attempting to get his bearings, slowly sits himself on Peter's bed. UNCLE BEN ..Peter.. When you were 12 and you tried to re-wire the house to make it more energy efficient- That was a shock.. There are no words for what I'm feeling right now.. PETER Uncle Ben.. No matter what I'm like physically, I'm still the same Peter I always was.. Uncle Ben focuses on Peter's eyes. He grasps Peter at his shoulders. UNCLE BEN (Affectionately) I know that Peter.. PETER ..I'm not sure what this all means.. But there's got to be something good in all this for us.. These powers- UNCLE BEN But you have to remember all that comes with power Peter.. Peter's uncertain of what Uncle Ben means. UNCLE BEN (continuing) -With great power comes great responsibility.. Peter takes the words for granted. PETER ..Well.. of course.. But.. We have a responsibility to ourselves.. This can mean so many good things for us. You, me, Aunt May.. UNCLE BEN May.. Peter.. You'd better keep this between us for right now.. PETER But why? UNCLE BEN Well, you know how your Aunt May got when you started puberty.. PETER ..Burning candles and going to Church twice a week.. UNCLE BEN Yeah.. This is a little more extreme.. Peter nods in agreement. UNCLE BEN (continuing) Peter.. The world by-enlarge might not be ready for this. PETER But there's others like me.. The Fantastic Four- UNCLE BEN They have lots of money to live aloof in that tower of theirs. And more than that, they have each other. Aside from your aunt and me, you're alone in this. You don't know who might want to use you or hurt you.. For now at least.. This has got to be our secret. Peter considers Ben's words and nods in agreement. PETER What do you think I should do next? UNCLE BEN Well... For now, just go about your normal routine, for your Aunt May's benefit. Get ready for school- And we'll talk about it some more tonight when you get home. Peter again nods. He then considers what a loving father, friend and confidant he has in his Uncle. PETER ..Thanks for this Uncle Ben.. This and everything else.. They hug. CUT TO: EXT. MIDTOWN HIGH SCHOOL - MORNING Peter, still in a daze over all that's happened approaches the school. He gets a glimpse of Flash Thompson and his boys walking to school. Peter's face takes on a malicious grin, imagining crushing Flash into a fine powder. Peter starts to quicken his pace. But as he walks, Uncle Ben's words roll through his mind: UNCLE BEN (V.O.) This has got to be our secret.. Peter stops himself, despite every fiber of his body wanting to kick Flash's ass. Peter decides he can't just sit in a classroom with all of this energy roaring within him. For probably the first time in his life, Peter chooses to play hooky. He turns and walks away from the school. Gwen Stacy is walking toward the school entrance at that moment and spots Peter walk up the block and disappear around the corner. She shrugs, chalking it up to just more weird behavior on Peter's part. CUT TO: EXT. OSCORP - AFTERNOON ESTABLISHING SHOT. Oscorp is an gigantic, imposing technological research complex. At once a representation of all that is both good, and bad with modern technology. CUT TO: INT. OSCORP - CONTINUOUS DOLLY THROUGH THE LAB, GETTING GLIMPSES OF VARIOUS EXPERIMENTS IN PROGRESS. WEAPONS SYSTEMS, ROBOTICS, AVIATION ET AL. END DOLLY: We stop at the aftermath of an experiment gone disastrously wrong. An area of about 20 square yards is near decimated by an explosion. It is clearly from weeks earlier because the remnant debris has been cleared away, leaving only the scarred walls and floor. CUT TO: CLOSE-UP of A PHOTOGRAPH OF THE PREVIOUS SCENE OF DESTRUCTION. PULLBACK AND WE SEE THAT WE ARE IN: INT. OSCORP BOARDROOM - CONTINUOUS There is a meeting of THE OSCORP BOARD MEMBERS. A DOZEN BROOKS BROTHERS SUITED WALLSTREET BULLS. At one end of the table sits Oscorp Senior VP MENDEL STROMM. Stromm, bald, in his late forties with hard-frozen features observes the board meeting through small round spectacles. Across from him sits Chairman, Norman Osborn. There is an ugly, twisted grimace burned into Osborn's face as he reviews the photos of the damage to the plant. An Oscorp PROJECT MANAGER stands before the displays of the enlarged photos of the scene of the accident, taken from various angles. Referring to the images as needed with a LASER POINTER The Project Manager gives his assessment of the damages. PROJECT MANAGER ..The damage to sector E will require 3 months to be repaired, at a cost of fifteen million dollars.. But this is nothing by comparison to the amount of money that the corporation has sank into the failed Cold Fusion project. It will take a least two years to both recoup the damages as well as get the project back on track.. BOARD MEMBER 1 But by that time there's every chance that we'll lose our lead in the development of the Cold Fusion Processor.. I understand that Stark International is already at work on their own processor.. NORMAN ..Stark is at least a year away from perfecting their processor.. I know that mine is ready now. It was only this setback- BOARD MEMBER 2 -But there was this setback. Norman- Many on the board felt you were rushing the test.. And now the company is in a major financial bind because of it.. STROMM ..I don't want to throw any I-told- you-sos into this, but I will go on record as having said we were putting too many of our eggs in the Cold Fusion basket, gentlemen.. Norman stares across the conference table at Stromm, a cold, quiet anger of betrayal in Norman's eyes. STROMM (continuing) Not to toot my own horn, but it was my idea to focus more of our resources toward the development of our robotics division.. NORMAN (Snidely) -Of which you're the director Dr. Stromm.. STROMM (Defensively) Well, Norman- Let's look at the facts. Even on the limited budget from which I have to work, we were key in the development of the robotic tentacles being used by Otto Octavius in his Nuclear research work.. Norman snorts at the mention of this. NORMAN ..Octopus arms.. STROMM ..Those octopus arms have garnered major notice by the defense department! We're now developing several proposals for the government's use! Norman is about to retort angrily when cut off- BOARD MEMBER 2 -Please gentlemen! We know that everyone here has nothing but the best intentions in mind for the company and our shareholders. And let's not forget that Norman was seriously injured during the accident involving the Cold Fusion processor.. BOARD MEMBER 1 Of course.. But be that as it may.. Norman- as Chairman of the board and President of Oscorp, we need to see some pretty fancy footwork on your part and in short order.. Or we'll have to seriously reconsider the direction in which Oscorp is moving.. Sweat covers Norman's forehead. He nods gravely. CUT TO: INT. NORMAN OSBORN'S OFFICE - AFTERNOON Norman sits at his desk. A harsh scowl on his face. Across from him, a TV monitor runs a videotape of the COLD FUSION TEST. ON THE VIDEO, NORMAN, A PROUD SMILE ON HIS FACE ADDRESSES THE CAMERA. VIDEO NORMAN Good afternoon. I'm Dr. Norman Osborn.. We are here today for the first test run of the Oscorp Cold Fusion Processor. If successful, the Processor will be a self- replicating energy source, capable of providing power to a small city for up to 10 years for a fraction of current cost and with minimal maintenance.. BEHIND NORMAN IS THE LARGE COLD FUSION PROCESSOR PROTOTYPE. THE CAMERA ROAMS AROUND AS NORMAN'S ASSISTANTS WORK IN PREPARING THE PROTOTYPE FOR ITS TEST RUN. THERE IS A JUMP CUT IN THE TAPE- AND WE SEE NORMAN NEAR THE POWER GRID FOR THE PROTOTYPE. NORMAN REFERS TO A SINGLE SWITCH. VIDEO NORMAN (continuing) And now with a flip of this switch, the future of energy production begins.. NORMAN FLICKS THE SWITCH. THE PROCESSOR BEGINS TO HUM AND GLOW. THEN UNEXPECTEDLY VAPORS BEGIN TO RISE. THERE'S A HARSH ENERGY SURGE. VIDEO NORMAN (continuing) -Wait a- Um- there seems to be something wrong- Jenson - clear the area! JENSON, ONE OF NORMAN'S ASSISTANTS DIRECTS THE OTHERS TO GET OUT OF THERE QUICKLY. NORMAN TURNS TOWARD THE PROCESSOR, AS IF HIS BEST WISHES CAN CAUSE IT TO WORK PROPERLY. THE PROCESSOR EXPLODES - THE VIDEOTAPE GOES DEAD. Norman at his desk, lowers his head to the table, and pounds it hard. The quaking of the desk causes several items resting atop of it to shake. One of which is a SMALL FIGURINE OF A MEDIEVAL GOBLIN. It totters and falls. Osborn notices it and picks it up, staring deeply at the hideous grin that the figure displays. As Norman looks at it, WE HEAR VERY LOW, BUT RISING, GUTTURAL, INHUMAN GROWL that would appear to be coming from the Goblin figure. But more likely, and frighteningly, it seems to be a sign of something rising within Norman's own psyche. CUT TO: INT. SUBWAY CAR - AFTERNOON Peter, curled up in his seat like a ball rides the subway aimlessly, trying to think of what to do with this abilities. Looking around the near empty train, his eyes make contact with a PASSENGER across from him. The Passenger is reading a newspaper. The headline line reads: "ELECTRO" "ROBS SECURITY EXCHANGE". But this doesn't garner Peter's attention. On an ad page Peter sees a block reading: TONIGHT ONLY!! AMATEUR WRESTLERS - TRY YOUR LUCK AGAINST A WRESTLING CHAMPION! WORLD WIDE WRESTLING CHAMP CRUSHER HOGAN TAKES ON ALL COMERS! $1,000.00 CASH PRIZE FOR FIRST MAN TO LAST 3 MINUTES IN THE RING! A light bulb goes on in Peter's head. And a grin overtakes his face. DISSOLVE TO: INT. PARKER DINING ROOM - EVENING Aunt May and Uncle Ben are having dinner. May notices that Ben is continually looking back and forth at the front door. AUNT MAY What's the matter, Hon? Ben tries not to look overly concerned. He goes back to eating. UNCLE BEN N-Nothing.. Just wondering when Peter's coming home.. AUNT MAY He's probably at the library.. Or helping Dr. Warren.. You know.. UNCLE BEN ..I know.. It's just- well- He had that flu bug or whatever it was yesterday.. AUNT MAY (Playfully) Hey.. Don't go muscling in on my territory.. I'm the full-time worrier in this house.. Get a hobby of your own.. Ben smiles at her, and continues eating along with her. CU BEN. As he brings a forkful to his mouth, WE CAN SEE how deeply worried he really is for Peter. CUT TO: INT. WRESTLING AUDITORIUM - EVENING There is AN IMMENSE CROWD OF WRESTLING FANS cheering, cursing, throwing popcorn in reaction to what's going on in the center ring. CRUSHER HOGAN, a massive steroid-charged engine of destruction is in the midst of battling not one, not two, but FOUR AMATEUR WRESTLERS at once. He tosses, punches and chokes them, displaying for one and all his superiority in the ring. And the audience loves every second of it. Peter walks down the aisle of the arena. Despite his amazing powers, he still feels a bit intimidated. He spots a VENDOR selling merchandise. Peter stops him and buys a cheesy wrestling mask from him. The Vendor, looking for his next sale, barely gives the unimpressive Peter a first glance. Peter continues toward the ring. A few feet away, he's nearly hit by something, and moves quickly to get out of the path. IT'S ONE OF THE WRESTLERS- He crashes onto the auditorium floor and rolls in pain. Peter looks up into the ring in awe. Within the ring, two of the remaining wrestlers have a hold on each of Hogan's arms, and the third is slamming punches into Hogan's midsection. Hogan laughs this off, head-butting the wrestler throwing the punches. He then follows by tossing each of the wrestlers holding him across the ring. The amateurs lay in a pile, knowing its best to remain there. The audience cheers wildly, as Hogan stands in the middle of the ring flexing his muscles. The MC of the event steps into the ring declaring Hogan the victor. Crusher snatches the MC's microphone. CRUSHER (Roars) -Ain't there nobody fit to wrassel wit' me? The crowd roars along with him. From beneath the roar, a small voice can be only slightly heard. VOICE -Um.. Excuse me... Crusher, noticing something waves to the crowd to silence them. They immediately comply. VOICE (continuing) Eh- Excuse me? Crusher stomps the edge of the ring and looks down at the floor, and sees Peter, all of 150 pounds, head covered with the goofy wrestling mask. PETER ..Uh.. I- I'd like to try... You could hear a feather hit the floor. Then, THE ENTIRE AUDIENCE BURSTS INTO HYSTERICAL LAUGHTER, ALONG WITH CRUSHER. Peter looks around, then jumps onto the edge of the ring. Another jump and he's over the top rope and in the middle of the ring. MC (To Audience) Well you gotta hand to him folks- the little fella's got guts.. CRUSHER Not after I rip 'em out of him! Crusher charges at Peter. Peter calmly leans back, meeting Crusher's charge with his extended foot- WHICH SENDS CRUSHER FLYING ACROSS THE RING, SLAMMING INTO THE ROPES. The crowd is as stunned as Crusher. Crusher rises and charges again, grabbing Peter in a bearhug- Peter somersaults, freeing himself of Crusher's grip, and landing, lifting Crusher WITH ONE HAND. He tosses Crusher, sending him crashing onto the canvas. Crusher, now visibly stunned, without getting up, spins his body around trying to grab at Peter's legs. Peter somersaults over the grab attempt, landing gracefully on the ring's turn-buckle. Crusher gets to his feet and quickly moves in. Peter intercepts him with a hard punch to his face. Crusher's knees buckle. But Peter grabs him at the shoulders to hold him up. Slowly, Peter rises to stand on the top rope, easily lifting and balancing Crusher's near-unconscious body over his head as though Crusher were a trophy of Peter's victory. The aghast spectators don't know what to make of this. But then begin to cheer as wildly as they had for Crusher. Peter effortlessly tosses Crusher back onto the canvas. This time, Crusher realizes its best not to get up again. CUT TO: INT. MAY & BEN PARKER BEDROOM - NIGHT May lies sleeping, with her head on Ben's shoulder. Ben continues to worry about Peter. Trying not to disturb May, he reaches for the clock on the night stand. But the movement does wake May. Hazy and yawning she looks up at Ben. AUNT MAY What time is it? UNCLE BEN ..About 10:30.. AUNT MAY When did Peter get in? Ben doesn't answer, knowing the truth will upset her. But he can't lie to her either, so his jaw just bunches up. AUNT MAY (continuing; Wide awake and upset) You mean he's not home yet? Despite his own worry, Ben knows calming May takes priority. UNCLE BEN Calm down, honey.. He's a big guy now.. He's about to graduate.. Who knows, maybe he's met a girl.. AUNT MAY Oh- and you thought that would make me feel better.. One of those little hotsies gets her claws into Peter- UNCLE BEN -I think they call them hotties May.. AUNT MAY Whatever! With the partying.. The pot smoking the- UNCLE BEN -Or maybe she's someone he wants to wake-up next for the rest of his life- Just like you.. You know, we did a pretty good job with that kid.. May considers Ben's words and smiles, placing her head back on his shoulder, and wrapping her arms around his. THERE'S A NOISE FROM DOWNSTAIRS, AS THAT OF FOOTSTEPS. May and Ben look-up. UNCLE BEN (continuing) There he is now.. Ben gets up and heads down to meet Peter. CUT TO: INT. WRESTLING MANAGER'S OFFICE - NIGHT Peter, still wearing his wrestling mask, sits across from the wrestling manager. MANAGER -Don't plan on revealing your identity, huh? Peter shakes his head. PETER Nope. MANAGER That's good.. We can play that up.. (Creating the marquee with his hands) "Where does he come from? Who is he?" The mysterious.. Mysterious.. (Looks back at Peter curiously) What're you gonna call yourself? Peter shrugs. PETER I'll come up with something.. MANAGER Make it good.. And come up with a flashy costume too.. You're gonna make 5 grand a match to start with.. PETER 5 grand?! Peter smiles brightly beneath the mask. PETER (continuing) That'll mean alot to my family.. CUT TO: INT. PARKER HOME - CONTINUOUS Ben descends the stairs in the darkened house. UNCLE BEN -Pete? You're gonna be in big trouble when your Aunt May sees you for not calling- So you'd better eat your dinner now- In the darkness of the living room, WE SEE what Ben can't. That this is not Peter. It's the BURGLAR with the itchy trigger finger from the previous night. Startled by Ben's voice he leans back against the wall to stay out of sight- And draws his gun. Ben approaches the living room. UNCLE BEN (continuing) -What- did you forget where the lights are? BEN FLICKS ON THE LIGHTS. THERE'S A MUZZLE FLASH AND BOOM. CUT TO: EXT. STREET - NIGHT Peter walks up the street, brimming with excitement. But as he continues towards his house, Peter's expression goes from happiness to one of dread as he becomes INCREASINGLY BATHED IN THE RED FLICKERING LIGHTS OF POLICE AND PARAMEDICS VEHICLES. Soon his face reads out-and-out fear. His pace quickens until he breaks into a run as he sees that THE VEHICLES ARE IN FRONT OF HIS HOUSE. Peter runs across the barriers toward the COPS stationed outside the house. PETER What happened?! COP -On the other side of the barrier please- PETER This is my house! COP Oh- sorry- Peter and the Cop's eyes meet. In a very cruel coincidence, both recognize each other from the night before. COP (continuing) ..There's been a shooting.. The husband- PETER Uncle Ben! Peter pushes past the cops as he sees that paramedics are wheeling Ben out on a stretcher. Aunt May follows frantically. PETER (continuing) Aunt May! He rushes into an embrace with her. AUNT MAY (Crying uncontrollably) Oh Peter- The paramedics lift Uncle Ben into the ambulance. Ben's eyes are open. His and Peter's eyes meet and fix on each other. PARAMEDIC 1 (To May) Please ma'am- we have to hurry- May regretfully breaks from her embrace with Peter and climbs into the ambulance. Peter tries to climb in as well. The Paramedics bar his path. PARAMEDIC 1 (continuing) Sorry buddy- Emergency personnel only- AUNT MAY Meet us at the hospital Peter- The paramedics slam the doors shut and the ambulance pulls away. Peter watches as it draws further away, the flashing lights running over his face, until the ambulance disappears around the corner. His head drops. He feels totally helpless. Angry tears fall from his eyes, splashing on the ground. The Cop walks over to Peter. Despite their initial clash, he can't help but feel Peter's pain. He places his hand on Peter's shoulder. COP ..Don't worry kid, we're gonna get him.. We've got a bunch of units chasing him over by the Queens Borough Bridge.. Peter looks up the Cop. PETER -You were right.. This is my fault.. God's punishing me.. COP Sometimes.. The most important lessons we learn hurt us the most.. PETER I have to do something.. COP ..Get to the hospital.. Support your family.. There's nothing else you can do.. Peter looks up. A fiery determination he's never known before wells up in him. CUT TO: EXT. QUEENS BOROUGH BRIDGE AREA - NIGHT A number of Police cars are parked within the industrial area surrounding the bridge. THERE'S AN ABANDONED CAR THAT HAS COLLIDED WITH A TELEPHONE POLE. Cops are spread out searching the area for The Burglar. Captain Stacy leads the search. HIGH ANGLE: WE SEE THE POLICE SEARCHING THE STREET FROM THE ROOFTOP OF AN ABANDONED WAREHOUSE. PULLBACK. It's the Burglar, watching as the police search for him. He laughs to himself, certain that they'll never find him. WIDER HIGHER ANGLE: FROM THE LOWER GRID OF THE QUEENS BOROUGH BRIDGE, PETER SURVEYS THE ENTIRE SCENE. HE SPOTS THE BURGLAR MOVING ACROSS THE ROOFTOP. He leaps and climbs his way down, landing on the roof. Peter makes a final long distance leap, landing directly in front of the Burglar- in a deep crouch. In the shadows, Peter makes for a frightening sight. The Burglar is terrified. His gun in hand- he opens fire at Peter- But Peter moves with lightning speed, dodging every shot. CUT TO: EXT. QUEENS BOROUGH BRIDGE AREA - CONTINUOUS On the street, Captain Stacy and the other policemen react to THE SOUND OF GUNFIRE. Stacy directs the cops to head in the direction of the shots. CUT TO: EXT. WAREHOUSE ROOFTOP - CONTINUOUS The frightened Burglar shakes at the startling vision before him. BURGLAR 1 You- You're that-that bug guy! PETER (His voice deep and scary) No.. I'm The Spider-Man.. And I'm going to eat you alive- The Burglar runs- firing wildly to keep Peter off of him, entering the building and locking the rooftop door behind him. Peter gets to the door, and finding it locked- HE TEARS IT OFF ITS HINGES. Wary of an ambush, he cautiously makes his way down the stairs. INT. WAREHOUSE - CONTINUING Peter makes his way through the darkened warehouse, made all the more difficult by the wanton jetsam littering the floor since the warehouse was abandoned. Nearby, the Burglar lurks. The warehouse is one of his gang's depots for hiding stolen goods. Thus he knows how to make his way through it even in the dark. He finds a hiding place, and gun at the ready, he awaits for Peter to approach. Searching, Peter sees an open area and figures this must be where The Burglar has hidden himself. He moves in. The Burglar sees Peter come into view, and has a very clean head shot. CUT TO: EXT. WAREHOUSE/STREET - CONTINUOUS Stacy and his men manage to break into the warehouse. They storm inside. CUT TO: INT. WAREHOUSE - CONTINUING Peter is in the direct line of fire- But as he steps A SHOCKWAVE RUNS THROUGH HIS BODY, ALARMING HIM TO THE IMMINENT DANGER. HIS SPIDER SENSE. Without another thought, Peter leaps- Just as The Burglar fires. The Burglar runs. But before he gets far, A HAND CRASHES THROUGH AN INTERIOR WINDOW ON THE WALL. Peter Yanks The Burglar through the window as though he were weightless. Peter tosses him across the room. The Burglar slams on the ground hard. He opens fire again. But Peter runs along the walls and finally the ceiling dodging the last of The Burglar's bullets, and moving in fast. Peter leaps and pounces on the helpless thug, slamming his head into the floor. Then, lifting the Burglar, the light of the street lamps illuminates The Burglar's face and Peter can clearly see that this is one of the thieves that he had seen from the previous night. Peter's anger at both himself, and the killer overcome him. He slams a hard punch into The Burglar- sending him flying across the room- AND OUT OF THE WINDOW. Peter's eyes bulge as he realizes what he's done. He runs to the window, only to see to his horror The Burglar's broken body sprawled out on the street below. Peter is paralyzed at the sight. He only turns at the oncoming sound of the Police. In a heartbeat, he's out the window and gone. Captain Stacy runs to the window, to see to his dismay a SHADOWY FIGURE scaling the building across the way. CUT TO: INT. HOSPITAL WAITING ROOM - NIGHT Peter is led by a NURSE into the empty waiting room. NURSE ..Your Uncle is in surgery.. Someone will come and get you when you can see him.. PETER -Where's my Aunt? NURSE She's in post-op.. I can't take you there- they restrict the area to Emergency personnel and spouses. Peter nods. As the Nurse walks off he continues slowly into the waiting room and slumps into a seat. His mind reeling, he ponders what a nightmare this "gift" has turned out to be. Aunt May, accompanied by a nurse enters the room. Peter rushes to her. AUNT MAY ..He's gone Peter.. He died on the operating table.. She breaks down in Peter's arms. AUNT MAY (continuing) When we were in the ambulance.. He kept telling me to tell you.. -He loved you- and for you to.. Remember.. Peter rests his head against hers as his tears fall. CUT TO: EXT. GRAVEYARD - MORNING Rain pours down on the assembled mourners as Ben Parker is laid to rest. Under an umbrella, Aunt May's head rests against Peter's shoulder. CUT TO: INT. PARKER HOME - AFTERNOON There is a gathering to remember Uncle Ben. May sits in the living room, talking with her friend, ANNA WATSON. Peter is over by the door, greeting the guests. Captain Stacy enters. He and Peter shake hands. CAPTAIN STACY ..I don't know if you remember me Peter.. But your Uncle and I were good friends... Peter recognizes him. PETER -Of course- Captain Stacy.. It's been awhile.. It's good to see you.. CAPTAIN STACY Do you know my daughter?- From behind Captain Stacy- Gwen emerges. She and Peter are both confounded to see each other. Captain Stacy takes notice of their mutual recognition. CAPTAIN STACY (continuing; Smiling) Well I guess you do.. He further notes that there is more than simple recognition here. CAPTAIN STACY (continuing) Well.. If you two will excuse me, I'm going to say hello to your Aunt, Peter.. Peter nods, and then turns back to Gwen. GWEN Peter.. I'm so sorry about your Uncle.. PETER Um.. Thank you.. GWEN I- I didn't know this was your family. I was wondering why you hadn't been to school.. PETER ..Really? GWEN Well.. like you, hate you- nobody can forget you.. Peter likes the sound of this. PETER I hope its like... Gwen becomes a little shy. GWEN We'll see. They share a gaze that hints at possibilities. CUT TO: INT. NORMAN OSBORN'S OFFICE - EVENING Norman pours himself a drink. He turns to Mendel Stromm, seated in front of Norman's desk offering one. Stromm declines. Norman shrugs and completes his drink. He sits back at his desk, clearly exhausted. STROMM The stress is getting to you Norman.. I told you not to rush back.. I'd have handled the business until you were well.. You may think that I don't care.. But we've been friends since college.. NORMAN I know Mendel.. But you heard those buzzards.. I've got to save The Cold Fusion project, not to mention Oscorp.. STROMM We're partners.. Nuclear physics isn't really my line, but I've been known to come up with a bright idea or two in my time.. Stromm removes from his coat pocket and places on the table what appears to be a toy. A ROUND BALL WITH A DOZEN RUBBER SOFT EDGED SPIKES PROTRUDING FROM ITS CENTER. But after Stromm releases it, IT BEGINS TO MOVE ON ITS OWN, LIKE A THING ALIVE. TUMBLING END OVER END, TRAVELING ACROSS OSBORN'S DESK AVOIDING OBJECTS AS THOUGH IT WERE A SENTIENT BEING. Osborn smirks at the sight of the tiny robot, as though it were no more than cute oddity. But Stromm marvels at it like a proud parent watching his baby takes its first steps. Norman sips from his glass, throwing his head back, with exasperation. NORMAN -The Cold Fusion processor was meant to be a miracle of the 21st century.. My offering for the betterment of mankind. You know the theory was my doctorate's thesis.. STROMM Yes, but I never understood it.. If the processor is meant to be so inexpensive, where does all the up- front money go? NORMAN The process needs to run for a month before it begins to self- replicate. During that month, on a daily basis fresh radioactive isotopes have to be replaced in the processor's core. The isotopes are extremely rare.. STROMM And expensive.. Norman winks indicating Stromm's got it. NORMAN But after the processor is working, it will make its own, and we can use them for the production of future processors. STROMM How hard are the isotopes to get? NORMAN -It takes about a year to produce enough at a nuclear power plant for us to start working again. In the interest of positive thinking- There is a single long shot for us.. STROMM Which is? NORMAN Hiroshima.. Nagasaki. There are radioactive deposits in both cities.. A residual gift from the Atomic bomb.. If we could get to them, we'd be in good shape.. STROMM Then why aren't you on a plane to Japan? NORMAN Well there's the rub.. The Japanese government are not wont to help an American company with materials that exist as a result of the deaths of 300,000 of their people on our part. It'd be like us selling the Pearl Harbor memorial to Mitsubishi as beach front property.. STROMM So what are our options? Norman lifts the ice-filled glass to his forehead to cool it. NORMAN I can do alot of drinking.. And maybe come up with a way to re- design the Cold Fusion Process.. Perhaps there's a way to replace the isotopes with pig's crap.. Stromm studies Norman and shakes his head. CUT TO: INT. PARKER HOME - EVENING Captain Stacy is now speaking with Peter and Gwen. CAPTAIN STACY ..We're keeping at it Peter.. We're going to get the ones behind your Uncle's death.. Peter is perturbed at the statement. PETER ..But.. I thought the one that killed my Uncle was- CAPTAIN STACY Killed himself? Well, yeah.. The trigger man.. The report has the guy, Richard Underwood, falling to his death while trying to escape police pursuit.. But I was there that night and saw.. (Drifting) Something.. Peter is uncomfortable, wondering just how much Captain Stacy saw. CAPTAIN STACY (continuing) It was dark. (He shakes his head and refocuses on Peter) But anyway.. Underwood was just one of a gang of thieves that's been hitting houses all over the area. Peter becomes concerned at the sound of this. PETER So then.. What happened to my Uncle.. It could happen again? CAPTAIN STACY There's every chance.. The gang works under a leader we only know as "The Big Man".. PETER So getting to him would put an end to all of this.. Stacy smiles at Peter's naiveté. CAPTAIN STACY Well, I wish it were that simple.. The Big Man may run this particular group of thugs, but there are so many others.. The bosses like to go by clever code names like Hammerhead- Right now sitting at the head of the table is a man named Silvio Manfredi.. But he goes by Silvermane.. DISSOLVE TO: INT. SILVERMANE OFFICE - NIGHT In the lavish office reflecting an "old world" taste, SILVERMANE sits regally behind his desk as though it were a throne. In his seventies, the years of hard won mob wars have aged him, but have also given him an evil wisdom that tells in his calculated gaze. And the years have not put out the fire which gives Silvermane the strength of will to rule over the denizens of the underworld with an iron fist. He is flanked by his 3 bodyguards and top lieutenant's. Known as The Enforcers, they are: BILL "THE OX" STARKEY, standing 6' 11", and weighing 350 pounds. A hulking monster who speaks little but hits very hard. "FANCY DAN" MCTEAGUE. The Ox's complete opposite. 5' exactly, and slight in build. He is a karate expert, quick of both hand and foot, but also mind and wit. "MONTANA" WILKES. A Tall slim former cowboy, rustler and armed robber, Montana has a unique skill in the use of a lasso as a weapon. He's also a dead shot. His weapon of choice is a .357 Colt Python. Silvermane is on the phone. SILVERMANE ..Of course.. it's been a long time, but it's always good to hear from a friend.. How's your father? ...That's too bad.. Now then. A man of my years has little time to waste.. I take it you have a request? CROSS CUT: INT. STROMM'S OFFICE - CONTINUOUS The one on the other end of Silvermane's call is Stromm. STROMM Yes I do sir.. A business proposal.. I know that you have connections to gentlemen who work around the legal circles such as yourself.. My concern is specifically in Japan. CUT BACK AND FORTH BETWEEN SILVERMANE AND STROMM'S OFFICES. SILVERMANE ..That's possible.. STROMM There are certain materials available in Japan that my company has use for.. SILVERMANE ..And say I were able to get to these materials.. What would this mean for me? STROMM As you know, my company has considerable assets.. In the corridor just outside of Stromm's office, Norman Osborn is walking, on his way out of the office for the evening. He sees a light from underneath Stromm's closed door. SILVERMANE ..But I understand that this man Osborn is the senior partner in your company. What's his position on this proposition? STROMM ..Osborn isn't our concern.. He'll soon be just a memory within these walls. Osborn, standing outside of Stromm's door overhears this. The stress builds within him, and he nearly blacks out. He thumps against the door, trying to support himself. Inside the office, Stromm, hears the noise, and becomes nervous. STROMM (continuing) Don Manfredi- pardon me for a moment- Stromm places the phone down and hurries to the door. Opening it he finds- No one. He looks down the hallway, and sees a CLEANING LADY dragging a vacuum. He assumes this is the source of the noise. He goes back to his desk and picks up the phone. STROMM (continuing) I apologize, sir.. SILVERMANE ..Not to worry, Mendel. In honor of my friendship with your father- I'd be happy to look further into your proposal.. STROMM Thank you Don Manfredi.. I'll await your call.. He hangs up the phone. A satisfied grin across his face. CUT TO: INT. PARKER HOME - EVENING The guests are leaving. Peter is seeing Gwen and Captain Stacy, the last ones to leave, to the door. PETER ..So, despite the best efforts of the police, these men still are free? CAPTAIN STACY ..We make a dent.. And we'll keep chopping away at them. But we can't kid ourselves. These are powerful men. In his mind, Peter hears Uncle Ben's voice: UNCLE BEN (V.O.) But you have to remember all that comes with power Peter.. With great power comes great responsibility.. PETER ..And what about the superheroes roaming out there? CAPTAIN STACY Well, they pitch in when they can, but I think most of those folks are too concerned about Global disasters and threats reaching out from the abyss to worry about street crime here.. Stacy smiles attempting to reassure Peter. CAPTAIN STACY (continuing) Don't let this worry you Peter.. We're on the job.. PETER Thank you Captain.. I'm glad to hear it. But in Peter's eyes WE SEE that he is worried. Aunt May joins them at the door. CAPTAIN STACY (To May) ..You have a good night, May.. GWEN Good night Mrs. Parker.. I'll see you at school, Peter.. PETER (Smiling at Gwen) ..Looking forward to it. Captain Stacy and Gwen leave. Peter closes the door. Aunt May surveys the house and sighs sadly. AUNT MAY Well.. I'd better get to cleaning up this place.. PETER No, Aunt May... I'll take care of it.. You go to bed.. AUNT MAY (Smiling through her sadness) We can do it together.. They begin to move about the living room collecting the trash and such. AUNT MAY (continuing) I guess this can't compete with the hours you and Ben would spend in that basement workshop of his building whatever contraption you'd dream up.. She remembers Ben with a warm smile. And then she stops cold and has to sit down. Peter drops what he's doing and goes to her placing his arm around her shoulder. AUNT MAY (continuing) -All we have now is each other, Peter.. We have to hold on tight. Peter does. But his eyes are focusing elsewhere. In his mind, an idea is being born. SLOWLY SUPER-IMPOSE AND FADE: INT. UNCLE BEN'S WORKSHOP - DAY The workshop is stocked with tons of items collected over Ben's lifetime. Peter stands next to a curious set-up. He has a tube containing a chemical mixture mounted on an air pressure pump. A small hose is attached to one the tube's open ends. The other open end is covered in a mesh material. Peter holds a triggering device in his hand. HE SQUEEZES THE TRIGGER- FORCING AIR FROM THE PUMP THROUGH THE TUBE. A GLOB OF THE THICK CHEMICAL IS PUSHED THROUGH THE TUBE AND SPLATS AGAINST A TARGETING BOARD 6 FEET AWAY. Peter looks at the glob of chemical and has a disappointed expression on his face. He goes to the pump and adjusts the controls. JUMP CUT: Peter fires the pump again. THIS TIME A STRINGY FRAYED NET IS RELEASED, BUT IT DOES NOT TRAVEL BEYOND THE END OF THE TUBE. He goes to adjust the pump again. JUMP CUT: Peter fires the pump again. A THIN LINE OF ELASTIC "WEBBING" REACHES THE TARGETING BOARD. Peter smiles at the sight of this. He pulls at the center of the strand, and it stretches like a rubber band and snaps back. Despite his best effort, he can't cause the line to snap. He smiles even more deeply. CUT TO: Peter sitting at the table welding. Aunt May comes down the stairs. AUNT MAY What are you doing? PETER (Stops welding) ..Just a science project.. AUNT MAY And why aren't you wearing the goggles for your eyes? Peter huffs with a smile and puts the goggles on. AUNT MAY (continuing) I don't want you doing anything where you might be hurt, Peter.. And I'm watching you like a hawk.. PETER Don't worry, Aunt May.. I won't do anything dangerous.. I promise.. May begrudgingly accepts Peter's promise and heads back up the stairs. Peter goes back to his work. PETER (V.O.) ..I won't do anything dangerous.. SUPER-IMPOSE AND FADE TO: INT. PETER PARKER'S BEDROOM - DAY Peter sitting on his bed, sewing. PETER ..But Spider-Man will.. PETER LIFTS THE MASK OF SPIDER-MAN. HIS FACE REFLECTS IN THE PLASTIC LENSES THAT COVER THE EYES. CUT TO: INT. OSBORN MANSION - EVENING Harry knocks on the door of Norman's study. He gets no response. He knocks again, still no response. He's bothered, but turns away. Just then the door opens. Norman stands, engulfed in shadow in the doorway. NORMAN (Cold) What do you want? HARRY I'm going out with my friends.. I just wanted to say goodbye.. NORMAN -Goodbye.. He starts to close the door. HARRY -Dad- wait- NORMAN I'm busy Harry... HARRY Dad, you've been busy since you came back from the hospital.. I was worried about you the whole time you were there. And now that you've come home, you don't have any time for me? Do I have to schedule an appointment to see my own father? Norman is touched by Harry's words. He steps out of the doorway and puts his arm around Harry. NORMAN I'm sorry son. Things have been really bad since the accident.. There are so few people around me that I can trust.. HARRY You know you can trust me Dad.. Anything I can do to help you, I'd be happy to- NORMAN (Cuts him off, suddenly, inexplicably angry.) Of course Harry- I'm sure there are lots of things you could do to help me.. But at this moment, I can't quite see how C average grades and getting drunk and partying will work to stave off the sharks circling Oscorp.. But if I do- I'll let you know- Norman storms back into his den and slams the door. Harry, wounded by this struggles to make his legs work as he walks off. CUT TO: EXT. OSBORN MANSION - EVENING Flash Thompson and a few others are waiting for Harry in Flash's car. Harry climbs in. Try as he may, he can't quite recover from the emotional barrage his father just launched on him. FLASH What's up Osborn? HARRY ..It's my Dad- he.. FLASH Old man diggin' into you? Harry nods. FLASH (continuing) -I've come to realize that's their job, man.. HARRY ..How do you deal with it? Flash looks at him curiously. FLASH -The two B's- beer and babes.. An' we better get to 'em- Cause the longer we wait, the beer gets hot and the babes get cold, and that's just the opposite of what they oughtta be.. Harry resigns himself that this is as deep a conversation as he's going to have with Flash. He nods and forces a smile. They pull off. CUT TO: INT. NORMAN OSBORN'S DEN - CONTINUOUS Norman, mind in a whirl because of the opposing forces that are clashing within him is nearly staggering. He pours himself a drink. THE GUTTURAL MOAN WE HAD HEARD BEFORE IS EVEN MORE EVIDENT NOW. Dizzy, Norman makes his way over to the mirror and looks at himself. But he sees something strange. SLOWLY- NORMAN'S FACE IN THE MIRROR MORPHS INTO THAT OF THE GOBLIN. GRINNING, EVIL. Startled by the hallucination, Norman stumbles backward, dropping his glass. He falls against his desk trying to find support. As he strikes the desk, a number of items are knocked over. Norman, getting his bearings again, starts to pick up the fallen objects. One of them is another statue of The Green Goblin. It's head is shattered. But this does nothing to quell the hideous evil grin which looks up at Norman. Norman feels his own face, just to be certain that he isn't actually transforming into this creature. Satisfied that he isn't, he breathes hard. He stands and walks to his book shelf- and hitting a button, THE SHELF SLIDES OPEN REVEALING A HIDDEN VAULT. Norman enters the vault. INT. SECRET VAULT - CONTINUING Norman enters a corridor within the seemingly endless vault. He removes a rolled-up series of schematics, placed on a shelf. The schematics represent some type of weapon system and battle suit. Osborn studies the designs. CUT TO: INT. MIDTOWN HIGH CORRIDOR - MORNING Peter walks the halls, still a bit distant because of all the recent events. He spots Gwen walking and, though hesitant by reflex, fights past it and walks over to her. PETER Hey Gwen.. Gwen looks up at him and smiles. GWEN Hi!.. Welcome back.. How's your Aunt? PETER ..Okay- you know.. She's dealing with things in her own way.. They start walking. GWEN ..And you? PETER ..Dealing with it.. In my own way.. Gwen nods. PETER (continuing) ..So- Before all this happened.. I was really surprised to see you at the Genetics exhibition at ESU.. GWEN I don't why.. I've always been interested in science.. Chemistry mostly.. I'm going to major in it in college.. PETER Seriously? GWEN Yeah.. My Dad's work as a police man got me fascinated with forensic science.. I might pursue that as- Before she can finish, she notices that she and Peter's path is barred by Flash and his boys. FLASH Parker! Nice to see you got the balls to come back and take your beating like man.. Peter sighs, remembering his last encounter with Flash. He looks around, uncertain as to how to deal with Flash without revealing his powers. Flash moves in, his fist cocked- Peter braces himself- But before he can move- Gwen thrusts her palm into Flash's chest halting his forward movement. She then slides her leg behind Flash's And shoves- Putting Flash on his ass. Hard. The gathered students again burst into laughter. GWEN (Angry) I hope landing on your brain didn't jumble it so much that you can't understand this Flash- There's more going on in the world than you and your ego- Now stop being an ASS- Or next time you might not get off so easy.. Flash is so stunned he doesn't know what to say. He raises his hands in surrender. Gwen smiles at Peter and continues walking. Peter follows. PETER Hey- How did you- GWEN My Dad's taught me self-defense since I was a little kid.. I've gotta get to class, but let me know if you ever want some pointers.. Gwen walks off. Peter wants to call to her- HARRY Hey Parker.. Peter turns to Harry. HARRY (continuing) I heard about your Uncle.. I'm really sorry, man.. He extends his hand. He and Peter shake. PETER Thanks... Harry.. Peter still wants to catch up to Gwen. HARRY ..I know it's not the same.. But I almost lost my old man a little over a month ago. PETER Yeah.. The accident at his plant.. I read about it. I've been following his research for years now. I'm glad that he pulled through.. HARRY ..You and your Uncle were pretty close, huh? Peter nods. HARRY (continuing) It used to be that way with me and my Dad.. PETER Used to be? HARRY Things have changed since the accident.. Harry thinks deep. HARRY (continuing) ..But hey- I guess you need to get going.. Peter looks in the direction that Gwen went, but relents. He can see that something is deeply troubling Harry, and that he needs to talk to someone. PETER Nah.. Which way are you going? Harry points the opposite direction. PETER (continuing) Me too.. English class.. Peter smiles and they start walking. HARRY -So what was your Uncle like? CUT TO: INT. PSYCHIATRIST'S OFFICE - AFTERNOON Norman Osborn, his head resting in his hand sits across from a rather impatient DR. BARTON HAMILTON. HAMILTON ..Dr. Osborn.. I don't generally take emergency calls so that my patients can read their palms from up close.. Was there something you wanted to talk about? NORMAN (Exhales hard) The past few days.. I've been seeing things.. Hearing things.. Hamilton sighs. HAMILTON ..Look, Dr. Osborn.. I know you never took these sessions very seriously.. You were only complying because of pressure from your board members.. But really.. For the first month of your therapy all you did was patronize me. And now all of a sudden you're having hallucinations? Please. I have dinner reservations at that new French-Cambodian restaurant that took me a month to get.. So if there's nothing further.. NORMAN This is serious.. Dr. Hamilton.. I don't know where else to turn.. Everyone in my company is plotting against me.. HAMILTON Ah.. Paranoia.. Now we're getting somewhere.. Hamilton becomes genuinely interested. NORMAN This isn't paranoia! This is real! HAMILTON ..Uh-huh. Says the gentleman who's hallucinating.. NORMAN No.. The things I'm seeing.. hearing.. It's something else.. HAMILTON Go on.. NORMAN When I was a child.. Whenever I did anything wrong.. My father told me that the Goblins would take me away at night.. When I was ten, he put this figure of a Green Goblin in my room.. He placed it on my dresser so that it's gaze was focused on me when I was in bed.. For the first month I couldn't sleep.. I was falling asleep at school.. When my father was called in by the principal he beat me and a locked me in a closet for hours.. When I went to bed that night he had filled my room with more goblins.. They were surrounding me.. I was terrified.. The only way I could sleep was to.. Befriend them.. I gave them all names.. voices.. personalities.. They all represented different sides of my own personality.. And the most powerful one.. The king of them all was The Green Goblin.. He came to represent strength to me.. Whenever I felt challenged or frightened I imagined that he was inside me.. Pushing me.. It got me through those early years. When I graduated from high school I thanked my father for teaching me to conquer my fears.. Ever since then, I've kept a figure of the Green Goblin with me.. As a good luck charm.. But over the years I hadn't really thought much more about it. That is until recently.. HAMILTON Since the accident.. Norman nods. HAMILTON (continuing) You've become fascinated with The Goblin in a fetishistic manner? (Smirks) ..Sexually? NORMAN (Vacant- distant) ..He talks to me.. He tells me about those plotting against me.. Tells me ways that I should.. Handle them.. HAMILTON I see. Well, Norman.. I can give you a prescription for Zoloft.. And I want to up our sessions to 3 times a week. For now, I'll just be observing your behavior.. I'll decide whether or not you should be hospitalized.. Norman shakes his head. NORMAN That can't be right Doctor.. HAMILTON ..Are you going to take my advice, Norman.. Or would you rather receive further counsel from the Green Goblin? Hamilton laughs. Norman looks at Hamilton with a deep gaze. NORMAN No.. I don't think that's the best way to deal with this problem.. HAMILTON ..Then what do you suggest? An evil glimmer is in Norman's eye. A grin overtakes his face. NORMAN ..I'm thinking a little.. physical therapy.. Norman grabs a LETTER OPENER from Hamilton's desk and proceeds to STAB HAMILTON THROUGH THE HAND, THE LETTER OPENER STICKING IN THE DESK AND PINNING HAMILTON'S HAND. HAMILTON LETS OUT A WAIL OF AGONY. NORMAN (continuing) Ah.. I feel better already.. But you don't sound very good Doctor.. Hamilton continues to whimper in pain. Norman leaps on top of Hamilton's desk, gripping Hamilton's mouth to silence him. We can see that THE GREEN GOBLIN has come to life within Norman. NORMAN (continuing; In a mock caring manner) Let's see what we can do about that.. Norman looks about the room. NORMAN (continuing) Well.. No Zoloft around.. Maybe this'll help.. Norman grabs hold of the Wooden "PSYCHIATRIC EXCELLENCE" PLAQUE hanging on Hamilton's wall- AND WHACKS HAMILTON OVER THE HEAD WITH IT- KNOCKING HIM UNCONSCIOUS. NORMAN (continuing; Smiling) I can see immediate improvement.. Let's continue the therapy.. PAN AWAY AS WE HEAR MORE WHACKS. CUT TO: INT. WAREHOUSE - EVENING The warehouse is full of activity, as THE BURGLARY GANG which we've been introduced to is in full numbers moving stolen goods out of the warehouse. On the second tier of the warehouse, the harvesting is conducted under the watch of THE BIG MAN. Standing 6ft. 6- He is an imposing figure. Dressed in a dark suit, with a Fedora hat and shades, he tops off his sinister ensemble with a gold-handled walking stick. Burglar 2, who we met during the first night, walks up to Big Man. BURGLAR 2 Everything's ready to move, Big Man.. BIG MAN Good.. We've picked this area dry.. Time to move on.. Suddenly there is the SOUND OF SHATTERING GLASS. SHARDS FALL FROM ABOVE THEM. They look up to see that the skylight has been destroyed- AND THAT A SHADOWY FIGURE IS FALLING TOWARD THEM. THE FIGURE LANDS HARD BUT GRACEFULLY ATOP A NEARBY TABLE. A HANGING LAMP UPSET BY THE RUCKUS SWINGS BACK AND FORTH INTO THE SHADOWS- AND WE SEE THE FIGURE OF SPIDER-MAN. IN MIDNIGHT BLUE AND BLOOD RED, COVERED IN A MESH OF SPIDER-WEBBING. HIS FULL FACE MASK AND REFLECTIVE EYE LENSES GIVE LITTLE HINT THAT THIS IS A HUMAN BEING STANDING BEFORE THEM. WITH THE FRIGHTENING ELEGANCE OF HIS NAMESAKE HE MOVES TOWARD THE STARTLED GANGSTERS. BIG MAN (continuing) What the hell is that? SPIDER-MAN Don't mind me boys- I just saw you were moving and figured maybe I could get a bargain on a Karaoke machine.. Burglar 2 draws a pistol and opens fire. Spider-Man dodges the first shot and is on top of him before he can get off a second. Spider-Man knocks the gun from his hand, and renders Burglar 2 unconscious with a single blow. Holding the insensate thug in one hand, Spidey turns toward Big Man. SPIDER-MAN (continuing) Haven't you ever heard that the customer is always right? I'm not recommending this place to my friends.. BIG MAN (Fearful) You're crazy! But the commotion and gunfire has alerted the rest of Big Man's gang. As a mass they come charging up the stairs- guns cocked and chambered. Spider-Man turns toward them. BIG MAN (continuing; Ordering his men) Light that freak up! Spider-man tosses the unconscious thug effortlessly- hitting Big Man, and knocking him to the ground. SPIDER-MAN -You boys take a seat- I want you to be comfy when you see this- Spider-Man leaps and somersaults over the crowd of hoods on the stairs. They can't get a bead on him and fire wildly above their heads. SPIDER-MAN BOUNCES FROM THE CEILING TO THE ADJACENT WALL, AND DROPS TOWARD THEM LIKE A FALLING MISSILE. Spider-Man is quickly overtop of the crowd. Blinding fast punches and kicks send the crooks flying in all directions. They're completely overwhelmed in seconds. Spider-Man, CLINGING BY HIS FEET TO THE WALL, presses the middle and ring fingers of both hands into his upright palms- in answer to the strange gesture- NETS OF WEBBING SPRAY FROM TUBES HIDDEN WITHIN THE WRIST-AREAS OF HIS COSTUME. THE CROOKS ARE COVERED AND IMMOBILIZED BY THE WEBBING. Spider-man calmly turns back to Big Man. SPIDER-MAN (continuing; Spreading his arms wide like a performer) Taa-Dahh! Big Man is too frightened to respond. Spider-man's shoulders drop in mock sulking manner. SPIDER-MAN (continuing; pause; Sighs) This is the part where you applaud and throw money.. Big Man, frightened and at the same time enraged gets to his feet and moves in. BIG MAN All the time it took to put this gang together You think The Big Man is lettin' some wallcrawlin' freakshow in a fright-mask bust it up in a few seconds? SPIDER-MAN Well.. Yeah, Kinda.. Big Man charges swiping hard at Spider-man with his cane. Big Man flips the cane and exposes a knife at the tip. Spider-man easily dodges the swings. Big Man uses the moment to smoothly draw a pistol. But as he whirls it in front of him, Spider-Man kicks it from his hand. SPIDER-MAN (continuing) Look pal- I get all dressed up for you guys and this is the thanks I get? Some people just don't know the how to show a little appreciation.. Spider-man swings a hard left and connects on Big Man's jaw, sending him flying across the room. His unconscious body slams into the wall. Spider-Man drops from the wall. He studies the landscape and sees that all of the gang are either unconscious or immobilized. Under the mask, Peter Parker sheds his shield of bravado and is in awe of what he's just accomplished. There's a BANGING NOISE BELOW. POLICE COME CRASHING THROUGH THE FRONT DOOR. Spider-Man looks down. The police spread out ready for a fire fight and are stunned by what they see. Captain Stacy leads the men, looking at the webbing that covers so many of the criminals with complete puzzlement. He looks up to the second floor. He spots a shadowy figure standing over Big Man. CAPTAIN STACY Freeze! But the figure does not freeze. He glances down at the police below. A NEWS CAMERA CREW ENTERS, VIDEOTAPING THE SCENE. SPIDER-MAN No need for that boys- I'm on your side.. CAPTAIN STACY (To Cops) Get up there.. Spider-Man, still in the shadows lifts his arm toward the ceiling, and fires a webline. Avoiding the webbed up thugs, Stacy runs up the stairs. CAPTAIN STACY (continuing) Wait! Spider-Man ascends rapidly on his webline. SPIDER-MAN Sorry! Cameras make me break out in hives! As Stacy and the others reach the second tier, Spider-Man disappears through the skylight. They all continue looking up there for several seconds trying to determine whether this was a mass-hallucination. One of the policemen looks over The Big Man's still unconscious form. He discovers a note resting atop his chest. Stacy looks at it. CAPTAIN STACY (Reading) .."Compliments of your friendly neighborhood Spider-Man".. The News Cameraman focuses his camera on the note. CAPTAIN STACY (continuing) ..Spider-Man.. Stacy looks back up at the skylight. CUT TO: INT. PARKER HOME - EVENING Peter enters the house excitedly SLAMMING the door. PETER (Happily) Hey- Aunt May! Peter looks to his left to see that Aunt May is in the living room, watching television with her friend Anna Watson. PETER (continuing) Oh- Hello Mrs. Watson.. MRS. WATSON Hi Peter- AUNT MAY Peter- you're just in time- Peter looks deeper into the living room and sees ANOTHER FIGURE THERE, WALKING TOWARD HIM. AUNT MAY (continuing) -To meet Anna's niece, Mary Jane.. The wind is knocked out of Peter. As we get a glimpse from his POV, we see why. MARY JANE WATSON is a walking heart- attack. Fiery red hair that matches her personality, face of an angel with sparkling green eyes, a body that adds an exclamation point to all of this and a smile that seals the deal. PETER ..Mary Jane.. Nice to meet you.. MARY JANE Nice? Face it, Tiger, you just hit the jackpot.. The words roll off of MJ's tongue as smooth as fine wine. Peter is more shaken by that sentence than any of the bullets fired at him an hour earlier combined. When he recovers, he starts to speak- But he's cut-off by the EVENING NEWS ON THE TELEVISION. NEWS CASTER ..We have breaking news of the arrest of a gang of burglars that have been terrorizing Eastern Queens with break-ins and at least one homicide.. May is agape at hearing this. PETER (To May) -Aunt May, that's what I wanted to tell you- The guy who shot Uncle Ben- His whole gang was caught! On the screen, A news reporter is interviewing Captain Stacy. TV STACY ..We received an anonymous tip that someone had tracked the members of the gang to this warehouse, and discovered that it was the hub of their operation. REPORTER What about this Spider-Man that allegedly had a hand in their capture? TV STACY We have no comment on that yet. It's still under investigation.. The news cuts back to the News Caster. NEWS CASTER Who is Spider-Man? This will be the question on the lips of all of New York.. The news cuts to THE SHADOWY VIDEO FOOTAGE OF SPIDER-MAN ASCENDING ON HIS WEBLINE THROUGH THE SKYLIGHT. Peter looks at the footage proudly beaming. MARY JANE Ooohh.. That Spider-Man looks hot.. Peter smiles. He again turns to MJ ready to say something when- Aunt May turns to them, a distasteful twist to her mouth. AUNT MAY He looks creepier than the criminals he caught.. What kind of monster must he be? Peter- I don't want you out on the streets at night. You might run across that creature.. Peter is deeply wounded by this. He doesn't know what to say. PETER Uh.. excuse me.. Uh.. It was nice meeting you Mary Jane.. Bothered, Peter turns away from them and climbs the stairs. AUNT MAY Wash-up for dinner, dear.. CUT TO: INT. PETER PARKER'S BEDROOM - CONTINUING Peter closes the door to his room. Still hurting from May's words, he sinks into his chair, wondering if he'll ever find acceptance for who he is. CUT TO: INT. MIDTOWN HIGH CORRIDOR - AFTERNOON The corridor is filled with students. And the topic of interest to everyone is Spider-Man. Students are all carrying THE DAILY BUGLE newspaper that runs the headline: "SPIDER-MAN" NESTS IN NEW YORK. Flash Thompson is at the center of a crowd of students debating the issue. FLASH -Did you see the way he flew through that skylight? It was the coolest frickin' thing I've ever seen! He trashes the gang and disappears.. Reminds me of what I did to Standard High's defensive line last week.. Peter overhears this and lights up. He walks toward the crowd ready to add something. Flash spots Peter, and scowls. FLASH (continuing) The really great thing about Spider-man is that he's the exact opposite of a zero like Peter Parker.. PETER (Sneers) -Is that right Thompson? Well I've got a surprise for you- Peter is cut off by another STUDENT chiming in. STUDENT -Well that Jameson guy of The Daily Bugle says that Spider-Man was trying to muscle the racket to take it over himself. He's putting pressure on the cops to track Spider-Man down.. Peter is worried at the sound of this. Flash waves off the student to shut him up. FLASH Please.. And what do YOU have to say Parker? Peter is uncertain now, his fervor squelched at the thought of the Police coming after him. PETER ..Uh.. I.. I agree.. The cops oughtta keep the streets safe.. for n-normal folks.. Peter turns away quickly. Flash and the others laugh at Peter's apparent fear of Spider-Man. Peter walks the hallway with his head down. GWEN (O.S.) Yeah- amazing how feet just keep moving in the same direction seemingly on their own.. Peter looks up and smiles at Gwen. PETER Hi Gwen.. GWEN Carrying the weight of the world Pete? PETER More like the known universe.. I'm just looking down cause I don't wanna see the inevitable safe when it falls on my head. GWEN That's not a healthy attitude.. Peter thinks to himself. He squeezes some nerve up from the pit of his stomach. PETER ..Well.. There's one thing to do about it.. Like a night out with the most gorgeous woman my eyes have ever feasted on. And just by coincidence.. She's standing right in front of me. Gwen is taken aback by Peter's boldness, and uncharacteristically blushes. GWEN What can I say to that? PETER (With sudden, Spider- Man cool.) It's not a multiple choice question.. Yes is the only acceptable answer.. GWEN Well.. Not wanting to flunk this test.. I guess I have to say yes then. I'll see you Friday night.. She runs her hand across Peter's cheek, and walks away a like a line from sweet poetry. Peter watches, again disbelieving what he's accomplished. PETER (To himself) Parker- YOU ARE THE FREAKIN' MAN!!! He pumps his fist and struts off. CUT TO: EXT. FIRST NATIONAL BANK - DAY Several police cars, siren lights flashing are lined up out side of the bank. The police are in defensive positions behind the cars, their weapons drawn as they watch the door to the bank. A SHRILL, BLARING NOISE IS HEARD- AND THE METALLIC DOORS OF THE BANK BEGIN TO TREMBLE VIOLENTLY- AND SHATTER LIKE GLASS. The police lieutenant orders his men to fire tear gas shells into the open door. They comply, and THE ENTRY WAY IS SOON COVERED IN SMOKY GAS. Slowly, a figure begins to emerge. It is THE SHOCKER. A bizarre super criminal decked out in a leather and gold insulated suit. On each wrist are his metallic VIBRO SHOCK GAUNTLETS, the mechanisms through which he produces his devastating blasts. He stands with a huge sack of stolen cash, unconcerned by the small battalion of Police. He extends both hands, and pressing buttons on each of the Vibro units with his thumbs, UNLEASHES A POWERFUL BLAST WHICH DENTS AND THRUSTS THE NEAREST POLICE CARS. THE POLICEMEN USING THE CARS AS BARRIERS ARE BLOWN A DOZEN FEET AWAY. The Shocker laughs and steps back within the bank. He lets loose with another blast, and the ENTRY STRUCTURE COLLAPSES, barring any entry by the police. Lugging his sack of cash, The Shocker makes his way across the floor of the evacuated bank. VOICE (O.S.) -That's illegal.. The Shocker looks up in the direction of the voice and sees hanging above him- SHOCKER -Spider-Man! ..Of course it's illegal you web-headed psycho- It's a bank heist! SPIDER-MAN Well, yeah.. But I was referring to your manners.. Didn't your mother teach you it was impolite to point? With that Spider-Man flips down and lands a hard kick to The Shocker's head, flooring him. But to Spider-man's surprise, The Shocker gets up. SPIDER-MAN (continuing) You see? That's what I'm talking about- When I knock you down, you could have the common courtesy to stay there.. SHOCKER You think I'm one of those punks you can lean on? I'm The Shocker- And I've got lots of surprises in store for you- SHOCKER FIRES A BLAST- SPIDER-MAN DODGES IT, BUT THE WALL HE HAD BEEN ON COLLAPSES BEHIND HIM, AND HE MUST DODGE THE FALLING DEBRIS. SHOCKER (continuing) -And the biggest surprise of all is gonna be your death.. SHOCKER FIRES NUMEROUS BLASTS, PUNCHING HOLES IN THE WALLS AS SPIDER-MAN WORKS TO DODGE BOTH THE BLASTS AND THE COLLAPSING STRUCTURES AROUND HIM. SPIDER-MAN You know Shocker- HE DODGES ANOTHER BLAST. FIRING A WEBLINE, HE SWINGS THROUGH THE RESULTING HOLE AND DISAPPEARS. SHOCKER CHASES AFTER HIM. Then suddenly Spider-man pokes his upside down head out of the hole to look back at The Shocker. SPIDER-MAN (continuing) -You're never gonna make any new friends with that negative attitude- Spider-Man lands a hard punch on The Shocker's head. The Shocker EMITS A VIBRATION FIELD AROUND HIS BODY, protecting himself from Spider-Man's blow. Spider-man is wowed at the sight of this. SPIDER-MAN (continuing) Now that's discouraging.. SHOCKER You won't have to live with being a failure much longer, I promise you.. Not with my vibration field to protect me, and my vibro-blasts to finish you.. Shocker fires another blast- Spider-Man leaps above the blast. SPIDER-MAN But that has me thinking- SPIDER-MAN SOMERSAULTS AND FIRES TWO WEBLINES TOWARD THE SHOCKER. SPIDER-MAN (continuing) If you can't fire those blasts- you can't threaten poor defenseless little me- SPIDER-MAN'S WEBLINES PIN BACK THE SHOCKER'S THUMBS SO HE CAN'T FIRE HIS BLASTS. SPIDER-MAN (continuing) And that just makes me as warm and fuzzy as a Hallmark card! Spider-Man leaps forward, again punching The Shocker. This time, without the protection of his vibration field, laying The Shocker out. He stands over The Shocker's defenseless body. CUT TO: A BULLDOZER CRASHES THROUGH THE DEBRIS OBSTRUCTED ENTRY TO THE BANK. POLICE SWAT UNITS CHARGE IN, only to find the unconscious Shocker dangling in a net of Spider-Man's webbing, with the familiar note attached, and the bag of stolen money on the floor below. CUT TO: THE PREVIOUS SCENE IS NOW NEWS FOOTAGE BEING BROADCAST ON TELEVISION. PULLBACK, AND WE ARE: INT. SILVERMANE OFFICE - NIGHT Silvermane and his Enforcers watch the NEWS BROADCAST. NEWS CASTER These dramatic images of Spider- Man's battle with Herman Schultz, who calls himself The Shocker, were captured on the First National Bank's surveillance system.. IMAGES FROM VARIOUS ANGLES DEPICT THE BATTLE BETWEEN SPIDER- MAN AND THE SHOCKER. SILVERMANE ..This is cause for concern, gentlemen.. FANCY DAN ..What's the big deal, boss? Another hi-tech costumed clown bites the dust, I say good riddance to 'im. They give us legitimate gangsters a bad rep.. SILVERMANE My concern is not with this glittering buffoon, Fancy Dan.. It's with Spider-Man. He considers himself as hero. Apparently incorruptible.. OX How do you know he's in-cor- tup-ible Boss? SILVERMANE The video footage shows the spoils of this Shocker's heist left untouched.. Spider-Man would not take anything.. Even as a reward for his work.. Such a man can prove to be a thorn in our side.. CUT TO: INT. NORMAN OSBORN SECRET LAB - CONTINUOUS Norman Osborn is busy at work on the construction of some type of mechanical device. But he too watches the newscast. He stops to closely study the footage of Spider-Man in action. He increases the volume on the television. The Spider-Man story finishes. Norman goes back to work. The focus goes back the Newscaster. NEWS CASTER ..In local news, police are baffled at the sudden disappearance of noted Psychiatrist Dr. Barton Hamilton. It had been assumed that he had left on a spur of the moment pleasure trip, however family and friends have yet to hear from him.. As Norman hears this, a grin comes over his face. IN THE BACKGROUND, WE CAN SEE A FULLSIZE MASK OF THE GREEN GOBLIN HANGING. CUT TO: INT. PETER PARKER'S BEDROOM - NIGHT Spider-Man climbs through the window of the bedroom. Peter removes his mask. Reaching into his closet, he pushes a spare Spider-Man costume aside and grabs a fresh set of clothes. He goes about changing out of his costume. CUT TO: INT. PARKER DINING ROOM - CONTINUOUS Peter descends the stairs. When he reaches the ground floor, he glances over and sees that Aunt May is sleeping on a lounge chair in the living room, with the television on. The News is still playing on the TV. Peter turns off the TV. He kisses May on the forehead. She stirs slightly but doesn't wake. JUMP CUT: Peter emerges from the kitchen with a plate of food. He sits down at the dining room table and starts eating. As he does, he notices several letters spread out across the table. He glances at one. It's an electric bill with a turn-off notice. Concerned, he looks at the other letters. They are all past due notices. A look of worry overtakes Peter's face. He grabs hold of the Daily Bugle newspaper resting on the table, and flips to the Classifieds. At that moment, May stirs again. AUNT MAY (Sleepily) ..Peter? Have you eaten? Unnerved at the sound of her voice, Peter drops the paper. PETER -Uh, yeah Aunt May.. I'm eating right now.. He reaches to pick up the paper and notices on the front page an offer of reward for photos of Spider-Man. The wheels begin turning in Peter's head. CUT TO: EXT. ROOFTOP - DUSK Spider-Man is perched atop the dome-shaped tower of a building. He looks upward, expectantly. His guard at the ready. AS A SOUND OF RUSTLING WIND IS HEARD FROM ABOVE, A SHADOW DESCENDS UPON HIM. REVERSE ANGLE- THE VULTURE, Wings spread like a bird of prey on the attack, descends fast. VULTURE Your doom is upon you, Spider-Man.. SPIDER-MAN If my doom will spare me more pathetic banter like that, it's the best news I've heard all day! But Spider-Man dives from the tower at the last second forcing the Vulture to miss in his attempted strike. Spider-Man fires a webline attaching to the rooftop and swings in an upward arc. The Vulture swoops gracefully upward, seeking to mount another attack. But Spider-Man's swing continues up and OVER the Vulture- his webline wrapping around the Vulture's upper body. This pins the Vulture's left wing to his body, upsetting his flight. Landing on the roof, Spider-Man yanks on his webline, forcing the Vulture to slam into the rooftop. THE VULTURE, USING THE SHARP EDGES OF HIS WINGS BEGINS TO CUT HIMSELF FREE OF THE WEBBING, WHILE SIMULTANEOUSLY TAKING SWIPES AT SPIDER-MAN. SPIDER-MAN HOWEVER LEAPS OVER THE ATTACKS, AND FIRES MORE WEBBING AT THE VULTURE FROM VARIOUS ANGLES, EACH LINE PINNING THE VULTURE MORE SECURELY TO THE ROOFTOP, UNTIL FINALLY THE VULTURE IS COMPLETELY IMMOBILIZED. On the side of the roof, a CAMERA DANGLES, snapping pictures automatically. Spider-Man grabs the Vulture by the neck and forces him to look into the camera. Spider-man poses next to the Vulture, waving into the camera. SPIDER-MAN (continuing) I can get double prints of these made- I'll send them to you in prison if you like. Maybe next year we can do Disney World.. The Vulture snarls at him. CUT TO: INT. J JONAH JAMESON OFFICE - AFTERNOON J JONAH JAMESON, early fifties, constantly chomping on a cigar stands in the window of his office, looking out over his city. He's the ultimate newspaper man. He even speaks in blurbs. A skinflint. An angry cynic who's seen the worst of the world, and now believes he has it all figured. JONAH ..I've looked out this window everyday for the last 20 years, gentlemen. But I tell ya, right now I don't recognize this city.. ROBBIE (O.S.) -Is that the opening of this week's editorial Jonah, or are you just waxing poetic for us? Jonah turns to JOE "ROBBIE" ROBERTSON, his city editor regarding him with a hard puff of his cigar. African American, in his mid 40's he's got the build of a former heavyweight boxer. But he's also got an accommodating smile, and is always looking for the good in others. He's the anti-Jonah, which is probably why they've worked so well together for so long. Robbie has learned to read Jonah's cigar puffs like smoke-signals. A slow puff means thoughtfulness. A hard puff means impatience. Seated next to Robbie is Captain Stacy, a longtime friend to both men. JONAH I'm serious, Robbie.. (Pauses, thinking) Although that would make for a great opening... CAPTAIN STACY How about getting to the point, Jonah? JONAH What I'm saying George is that we're being overrun by psychos with all these weird abilities. It's not like during the big war.. When we had guys like Captain America, that we could trust.. ROBBIE ..But Cap is still around, Jonah.. JONAH Yeah- but he's running around with the Avengers now.. With that longed haired hippy- Thor.. And even worse, we've got the Fantastic Four soaring around the city.. Then in New Mexico there's that monster they call the Hulk.. What's the world coming to? Now there's this Spider-Man.. And I'm telling you he's got to be the worst one of them all.. CAPTAIN STACY This wouldn't have anything to do with his saving your son John during that test flight mishap would it? JONAH That's just a symptom of the problem, gentlemen.. He crawls around the city, spinning those disgusting webs- hiding himself under that creepy mask.. At least the Fantastic Four show us their faces.. We know their real names.. What do we know about Spider-Man? Where does he live? In a cellar? In a cave? Does he suck blood? And all of this under the guise of being some kind of hero... ROBBIE But he has done alot of good.. JONAH I'm saying it's all calculated on his part.. He sets up some low- lives in front of the cameras.. All to make himself look like he's on the side of the angels.. but I'm not fooled. It's all to cover- up his true agenda.. CAPTAIN STACY -Which is? JONAH How the hell should I know? I don't spin webs or eat vermin.. But I'm gonna find out.. The Daily Bugle is this city's last bastion of truth.. ROBBIE (Sarcastically) Is that the new tagline for our advertising? JONAH (Short Puff) No! (Pauses, thinks) Well.. CAPTAIN STACY Look Jonah.. I have my questions about just what Spider-Man is up to as well.. He might've been involved in the death of a suspect.. JONAH (Vindicated) Ah hah! CAPTAIN STACY -But... It's also possible it was an accident.. Until I know more, and I intend to know more- I'm willing to take Spider-Man's assistance to law enforcement at face value.. The ones he's captured have all been proven criminals.. JONAH You're not goin' pinko on me, are you George? I'm looking for your help.. I want you to work in conjunction with our investigations into what these costumed vigilantes are doing- with particular emphasis on Spider-Man.. CAPTAIN STACY Well.. I'm not for witch hunts, Jonah.. But I'll help you in any way I can.. Jonah makes a smile that one imagines resembles that of a crocodile. He puffs his cigar rapidly, signaling pleasure. JONAH That's great George.. ROBBIE (Turns to Stacy) George, maybe we can grab a cup of coffee and I can pick your brain for ideas about Spider-Man.. CAPTAIN STACY Sounds good, Robbie.. They rise out of their seats. JONAH Okay fellas, you go to it.. CUT TO: INT. DAILY BUGLE OFFICES - CONTINUOUS Peter Parker is standing in front of the desk of Jonah's secretary BETTY BRANT. 19, brunette, she's pretty and perky, and ably constituted to dealing with the long-suffering duty of being Jonah's assistant. BETTY ..Mr. Jameson is in with his editor and a guest.. As soon as they're finished- She glances over and sees Robbie and Captain Stacy exiting the office. BETTY (continuing) Oh- they must be done.. Peter spots Captain Stacy, and gets nervous. He doesn't want Stacy to know of any connection between himself and Spider- Man. He unceremoniously ducks down. Betty walks over to Jonah's office and knocks on the door. INT. J JONAH JAMESON OFFICE - CONTINUING Betty enters. BETTY Mr. Jameson- There's a young man here to show you some photos.. Jonah is behind his desk looking over some stories. He doesn't look up. JONAH More human interest crap from an amateur? Send him to see Ned Leeds.. BETTY He says they're of Spider-Man.. Jonah nearly swallows his cigar. Then he tries to appear cool. JONAH Send him in, Miss Brant. INT. DAILY BUGLE OFFICES - CONTINUING Betty turns around, and doesn't see Peter. She walks over to her desk, and sees Peter hunkered down beside it. BETTY (puzzled) ..Uh.. Mr. Jameson will see you now.. Peter peeks up to see if Captain Stacy is gone. Seeing that the coast is clear, Peter stands, now trying to recover whatever dignity he can in front of Betty. PETER Uh.. Thank you. (Pause) I was just uh.. Admiring the texture of the wood on the side of your desk.. I'm.. fascinated with.. (He realizes he should quit while before things get worse) Mr. Jameson's office is that way? Betty nods patronizingly. Peter walks toward Jonah's office. INT. J JONAH JAMESON OFFICE - CONTINUING Peter enters. JONAH Sit down, kid.. I understand you've got some pics you're hopin' I'll take off your hands. Peter sits. PETER My name is Peter Parker.. And I've got exclusive shots of Spider-Man, Mr. Jameson.. JONAH ..Well.. I never buy from amateurs.. But I'm feeling generous today.. Let's see 'em.. Peter hands him the folder full of shots. Jonah flips through them, and fights to hold back his excitement. He frowns. JONAH (continuing) Where'd you take these from? Underwater? (He continues flipping) What is this? A shot of Spider-Man or a lady bug? (He flips again) Ya ever heard of FOCUS, kid? FOCUS! Look- Just cause I don't want you on the hard streets stealing apples off of a cart, I'll give you 25 bucks a shot.. PETER -The Globe is offering 60.. JONAH Sure.. Cause the only other story the Globe has to run is whether the city editor can squeeze his fat ass into his chair each week.. Okay, since you remind me of my pet beagle Olof, I'll make it 35 bucks a shot.. PETER ..Well.. I'd love to JJJ, and just because I don't my pics in a second rate rag like the Globe, I'll let you take 'em off my hands for 55 bucks a shot.. Jonah sees a worthy adversary in Peter. He takes a slow puff on his cigar. JONAH -I'll make it 45 bucks a shot, and throw in an autographed photo of myself.. Hold it next to heart, kid- it'll clear up your acne.. PETER -50 bucks a shot and you can keep the photo- I like acne, it gives me character.. JONAH 50 bucks a shot? Okay- you can be my charity case for this year.. But I'll have you know you're stealing the bread from the mouth of an orphan in Guatemala.. PETER I give in my own way.. Jonah writes out a check. He reaches to hand it to Peter and then snatches it back. JONAH -Hey- How's a punk like you get pics of Spider-Man? PETER Well.. If you must know- he tips me off- And I have to pay him half the cash.. Those webs cost money I guess.. JONAH (Agitated) SO YOU KNOW WHO HE IS? PETER Are you kidding? He doesn't tell me anything but where to be and when.. I think he only worked this out with me cause he knows I'd be too scared to cross him.. JONAH (Suspicious) Okay.. He hands Peter the check. PETER ..And by the way.. Don't use my name on the photos.. I don't want Spider-Man's enemies knowing who I am.. JONAH No problem kid.. Keep bringing me shots of that bug-eyed fruitcake and you can call yourself Mary Poppins for all I care. Jonah hits his intercom. JONAH (continuing; Into Intercom) -Foswell- get in here.. FREDERICK FOSWELL Enters immediately. He's a wiry man in his 40's. But he has an edge about him that leans toward the slimy. JONAH (continuing) -What kept you? Foswell this is Parker- They shakes hands. JONAH (continuing) He's been lucky enough to get some photos of Spider-Man- And even luckier- that I bought 'em from him.. Foswell- I want you to follow up on the capture of this Vulture creep- see if you can find a connection between him and Spider- Man.. FOSWELL -You mean play up the story like they're partners and Spider-Man double-crossed him? JONAH -I just want the truth Foswell- That Spider-Man IS A CROOK! FOSWELL Got ya JJJ- Foswell scurries out of the office. His mouth hung open, Peter watches him leave. He turns back to Jonah. PETER -You're writing the story as though Spider-Man's a criminal? JONAH Great isn't? Stick with me kid- Or just a few dozen yards back- and you'll learn all about how to run a big city paper.. Peter is still too stunned to speak. Jonah puffs his cigar impatiently. JONAH (continuing) Okay Parker- you've got your blood money, now get outta here- go buy yourself a hoola hoop- I've got work to do! Jonah hurries Peter out the door and slams it behind him. INT. DAILY BUGLE OFFICES - CONTINUING Peter stands outside of Jonah's office, still too confused to move. Betty turns to him. Aware of her presence, Peter slowly turns to her, searching for some kind of answer to what's just happened. BETTY Welcome to the Bugle, Peter.. DISSOLVE TO: INT. PARKER BASEMENT - EVENING WE HEAR THE "PONK-PONK" SOUND OF A PING PONG BALL BEING SWATTED BACK AND FORTH ACROSS A TABLE. PAN TO: Peter and Aunt May playing a game of ping pong. They volley the ball back and forth, laughing as they play. Peter returns the ball to May- May raises her paddle but just before intercepting the ball, she puts a slight twist on her swing- sending the ball careening toward the edge of Peter's side of the table, making him miss in his swing. AUNT MAY Hah! Point to the silver-haired beauty! PETER (Playfully) Hey! No fair bringing out your secret weapon! AUNT MAY Hey pal- You want to play in the big leagues- ya gotta deal with it.. She twirls her paddle in mock arrogance. AUNT MAY (continuing) Your serve, rookie! She leans over, ready for Peter's serve. PETER Okay- get ready to catch a rocket! Peter tosses the ball in the air, and takes a hard swing- completely missing the ball. Peter whirls around, confused. May breaks into laughter. AUNT MAY I guess that launch was scrubbed.. Game, set and match. Peter lowers his head, playfully slamming his paddle onto the table, mocking frustration. May walks over to him and gives him a hug. AUNT MAY (continuing) Don't sweat it rookie- Winner buys dinner.. That reminds Peter of something. PETER Oh- Dinner.. I just remembered- THE DOOR BELL RINGS. May looks at Peter wondering what he meant. Peter runs up the stairs. CUT TO: INT./EXT. PARKER HOME - CONTINUING Peter opens the door to find Gwen there waiting. GWEN Hey, Mr. P- She enters the house. May reaches the top of the stairs as Gwen is coming in. GWEN (continuing) Hi, Mrs. Parker. AUNT MAY (Smiles) Oh! Hi Gwen! (She looks at Peter) You and Gwen are going out tonight? PETER (Awkwardly) Yeah.. AUNT MAY -That's okay.. I'll take a rain check on dinner.. You kids have a good time.. May walks into the living room and sits down in her chair. She clicks on the television. Peter is clearly conflicted at leaving May alone. Gwen reads this in his eyes. Gwen walks over into the living room. GWEN Mrs. Parker.. Would you like to join us? May looks up, startled- AUNT MAY What? No dear- You two don't want me along on a date.. (She looks at Peter smiling) I haven't been out of the loop that long.. GWEN Really- we'd love for you to come.. We're just going to the carnival at Shea Stadium.. May looks at Peter. PETER Yeah Aunt May- it'd be great to have you.. How many guys get to be seen with two Goddesses on his arm? It'll kick my rep up about a thousand points! May and Gwen laugh. AUNT MAY ..Well.. She glances out the window. Looking at the streets outside her window, May becomes apprehensive. AUNT MAY (continuing) ..I don't know, Peter.. Gwen takes her hand. GWEN (Smiling warmly) Please, Mrs. Parker.. May returns the smile. AUNT MAY ..Call me Aunt May.. Peter gleams at the connecting of the two most important women in his life. CUT TO: EXT. SHEA STADIUM CARNIVAL - EVENING In the parking lot of Shea Stadium, a travelling carnival has set up temporarily. It is crowded with local folks, enjoying the rides, games and attractions. Peter, May and Gwen walk through the crowd. May is clearly nervous, this being one of the few times she's left the house since Ben's death. Peter and Gwen walk on each side of her as a support system. AUNT MAY I haven't been to a carnival in a good while- Are you sure all of these rides and things are safe? GWEN Careful Aunt May- We don't wanna scare Peter- I'm hoping to get him fired up enough to take a spin on the merry-go-round.. PETER Hey Gwendy- No fair making fun of my primal fear of wooden horses.. I mean, do they have to carve them with those ferocious expressions on their faces? AUNT MAY Calm down Peter.. I'll win you a stuffed animal at the baseball toss counter.. It'll keep you company on the merry-go-round.. (Winks at Gwen) Don't worry Gwen, between the two of us, we'll straighten this guy out.. Gwen laughs. Peter smiles, seeing May starting to come out of her shell. VOICE (O.S.) Well! May Parker! They turn to see Anna Watson and Mary Jane. AUNT MAY (Surprised smile) Anna! Mary Jane! They all move closer, greeting each other. MRS. WATSON So you decided to come! (To Peter) I was trying to get May to join us here! PETER Gwen- this is Mrs. Watson.. And.. Mary Jane her niece.. GWEN Nice to meet you both.. MARY JANE Same here.. Decent taste in dates you've got there Pete.. HARRY (O.S.) I'll say... Harry Osborn walks toward them. PETER Harry! (smiles) Now we've got a party! Peter and Harry lock hands. But Harry's attention focuses on Mary Jane. HARRY It's always the quiet ones.. Pete you dog- Hogging all the beauties to yourself.. (Mock anger) With four gorgeous women with you- You'll have to sacrifice two to the lonely guys like me- Harry then playfully locks arms with May and Anna. They all laugh. AUNT MAY Peter- why don't you and your friends go and enjoy the carnival- Anna and I are going to stroll around and talk- PETER (Jokingly) I don't know if that's a good idea.. I don't want to hear that you two were terrorizing the folks in the bumper car rink. You've got that wild look in your eyes.. Gwen pulls Peter away. GWEN We'll see you ladies in a bit.. CUT TO: EXT. STREET - NIGHT POLICE CARS - SIRENS BLARING AND LIGHTS FLASHING ROAR DOWN THE STREET. They roll past a figure hiding in the shadows of a building. He glances out to see that they are gone. In a long coat and hat, his features are obscured. He walks quickly up the street. Up the block, he can see THE COLORFUL LIGHTS AND HEAR THE RACKET OF THE CARNIVAL. He reaches the end of the block. Bathed in the bright lights, his features are more clearly seen. WE SEE for the first time the face of MAX DILLON. His coat slightly flares open and we also see THE BRIGHT GREEN AND YELLOW COSTUME OF ELECTRO. A smile comes over his face, certain that he can lose himself within the crowd of carnival patrons. EXT. SHEA STADIUM CARNIVAL - CONTINUING Dillon pays the entry fee and enters. But THE TICKET SELLER notices Dillon's strange boots. Dillon also notices the Ticket Seller's reaction. He becomes worried. CUT TO: Peter, Gwen, MJ & Harry are strolling about on the carnival grounds. HARRY -So gang.. After the carnival shuts down- I say we keep the party rolling- and hit an after hours spot.. I've got my fake ID.. (He looks at MJ) How about you? MARY JANE Fake ID? Never needed one- a little style and a well-placed smile have always gotten me by.. GWEN Well- I know a coffee spot where poets get up and perform.. They don't serve booze- so no fake Ids needed.. PETER That sounds crazy enough to be fun.. HARRY ..Yeah, if you like that kinda thing.. Although.. (Gazing at MJ) I can feel a bit of inspiration coming on.. Maybe I'll spout a little verse myself- "Oh beauty that is Mary Jane.." MARY JANE I like the title.. Maybe I'll hang out for the finale.. GWEN (To Peter) Looks like those two are getting along well.. PETER -Hadn't noticed.. As far as I'm concerned there are only two people in this park.. GWEN So you've managed to block out all of this noise and glitter? Impressive Mr. P.. PETER The noise is drowned out by the beating of my heart.. And the only glitter I see is shining from your eyes.. He takes Gwen's hand. VOICE (O.S.) Good Lord Osborn- not you too! They all turn to see Flash and his crew, along with several girls crossing their path. HARRY Flash.. What's up? FLASH That's my question.. Don't tell me you've got a case of the Parker disease too! HARRY Let it go, Flash.. Pete's a cool guy.. PETER Yeah- Flash.. Just under your nose I went out and got a life.. I'm hoping the same thing 'll happen for you.. FLASH My life begins when I've crushed yours.. That is unless you need "The Queen of the Nerds" (Referring to Gwen) To protect you.. Peter looks at Gwen and then steps forward. PETER Okay Flash- C'mon.. Throw me your best- I'll fall down- And we'll all know just how important you are cause you can surprisingly beat up the school nerd. Is that what you NEED to feel like a man? Well then, come on.. I want to do everything possible to help you feel like a man... Peter's words cut into Flash. He doesn't know what to do. He tries to laugh it off. FLASH To hell with you.. Flash takes his GIRL by the hand and turns away. Hesitantly, his boys, who feel equally stupid also turn. Gwen takes both Peter's hands, smiling proudly. GWEN He wins the war without firing a shot.. I like that.. PETER Glad you do.. And when my knees stop shaking we can continue our stroll.. CUT TO: Max Dillon continues to try to make it through the crowd unnoticed. He spots A DRUNK standing off to the side and gets an idea. Dillon rushes over to him, and placing his arm around him, Dillon pulls the drunk off. Dillon quickly walks the drunk around the back of a building. He pulls some cash out of his pocket and holds it up before the barely cognizant man. DILLON Look buddy- here's some cash- I need your clothes.. DRUNK ..Huh? DILLON Your Clothes, man! I need your clothes! At that moment- a FLASHLIGHT BEAM hits Dillon and the drunk. A POLICEMAN, seeing Dillon man-handling the drunk while holding the cash figures its a robbery. COP Hold it! DILLON Look- I'm not robbing him- I'm giving him some cash! But as Dillon turns to plead his case, his coat flies open, revealing his costume underneath. COP Electro! Don't move! Dillon curses aloud. He drops the drunk. Several other POLICEMEN run over, hearing the commotion. One of them is on his radio sending out an alert. Dillon lifts his hands as if in surrender. But BOLTS OF ELECTRICAL CURRENT FLY FROM HIS HANDS HITTING THE COPS, KNOCKING THEM OFF OF THEIR FEET. Dillon huffs. He removes his overcoat and pulls from his pocket his face mask and dons it. He is now Electro. In the darkness AN UNEARTHLY GLOW RADIATES FROM HIS BODY. WE HEAR POLICE SIRENS APPROACHING. CUT TO: Peter, Gwen, Harry & MJ stand before the Ferris Wheel. HARRY We might as well get on one of these doofy rides.. What do you say, MJ? MARY JANE It's not a Ferrari- but it'll do for now.. HARRY We can talk about the Ferrari thing afterwards.. They walk toward the ticket-taker. PETER I'll try to stifle my intense fear of heights for a trip to the stars with you Ms. Stacy.. GWEN Sounds like fun- if you get scared, just hang on to me- PETER This gets better by the second.. They start toward the ticket-taker when PETER'S SPIDER SENSE ALARMS. He nervously looks about for the source. Gwen notices his change in manner. GWEN Peter, what's- THERE'S AN EXPLOSION JUST ABOVE THEIR HEADS. SPARKS RAIN DOWN FROM ABOVE. They look up, as do all of the crowd to see Electro standing on the platform beneath the Ferris Wheel. His blast shorted- out the Ferris Wheel, which comes to a halt with a LOUD METALLIC GROAN. Police close in ordering the crowd to back away. Electro raises his arms, A DAZZLING CHARGE OF PLASMA CIRCULATES BETWEEN HIS HANDS. ELECTRO (To police) That's close enough boys! Get any closer and all the good folks on the Ferris Wheel fry! The police freeze in their tracks. Peter pulls Gwen back from the crowd. PETER (Agitated, Nervous) Gwen- I have to... GWEN (Equally nervous) -You have to what? He looks around nervously. He wants to tell her about Spider-Man, but is fearful of her response. PETER -I have to check on Aunt May! She must be frightened! GWEN -Peter- I'm sure she's okay- she probably doesn't even know what's happening here- we should help the police to move everyone back- I know the sergeant over there- Peter looks up and sees that Harry and MJ are among the hostages on the Ferris Wheel. He doesn't know what to do. Gwen pulls him by the hand. GWEN (continuing) Come on! She pulls him over to POLICE SERGEANT MULLEN. GWEN (continuing) Sgt. Mullen! SGT. MULLEN Gwen! GWEN Can we do anything to help? They look back up onto the platform, where Electro continues to hold court- ELECTRO Now all I want is a chopper to fly me out of here! And nobody'll be hurt! Gwen looks back at Sgt. Mullen. SGT. MULLEN No- Gwen you and your friend should just move back beyond the barrier we're setting up- we don't want to give Electro more potential hostages! Peter is slightly relieved, although Gwen is hesitant. PETER Come on Gwen- we better move- He pulls her away. Getting a safe distance back- Peter and Gwen blend into the crowd. PETER (continuing) -this is the best place for us right now.. Gwen is consumed by the events going on around them. Peter decides he can use this moment to slip away. As quickly as he can without drawing any attention, he sinks deeper into the crowd. After a few seconds he's clear of the crowd. He glances back and sees that Gwen has not even noticed that he's gone. He takes off quickly. Back on the platform, Electro waits as Sgt. Mullen and several others approach, their weapons holstered and their hands up. SGT. MULLEN Electro- we're trying to get you a police chopper- ELECTRO No way cop! It has to be commercial! I don't want you clowns tracking me. And the pilot better not be a cop either! Don't screw with me! As a warning, ELECTRO LETS LOOSE WITH A BLAST hitting the ticket booth- IT BURSTS INTO FLAMES- AND A SMALL ADJOINING TOWER COLLAPSES FALLING FLAMING INTO THE CROWD. The crowd scatters- but a little girl is too slow moving to avoid the falling tower. Gwen is near to her, hesitating as she searches for Peter. Gwen races over and grabs the girl, and runs out of the path of the falling tower- her momentum makes her and the girl fall, but they are unhurt. Gwen looks up, and in the distance, SHE SEES PETER RUNNING AWAY. A look of terrible shock and shattering disappointment comes over her face. ELECTRO (continuing) Just so you don't think I'm kiddin'- Electro grabs a YOUNG BOY from one of the Ferris Wheel booths. He holds the child up in the air. ELECTRO (continuing) If I don't see a chopper in the sky overhead in 5 minutes this kid ain't gonna have to worry about college tuition! At that moment SPIDER-MAN swings overhead snatching the boy from Electro's grasp. And in mid-air Spider-Man twists, kicking Electro, sending him flying off of the platform. A SLIGHT JOLT RUNS THROUGH SPIDER-MAN'S BODY FROM MAKING CONTACT WITH ELECTRO. He somersaults and lands hard on the ground, but holding the boy up so that he doesn't feel any of the brunt of the landing. SPIDER-MAN (Winded from the shock) -Get out of here kid.. The boy runs off toward the waiting police. ELECTRO Spider-Man! I've been wanting to tangle with you! But this ain't the time or place! They both get to their feet and face each other like western gunfighters. SPIDER-MAN (Recovering from the shock) It's a carnival- These folks have paid their admission- And since you're a circus freak, I figure they deserve a little entertainment! ELECTRO You asked for it punk- (Like a Carnival barker) In the center ring see a spider get deep-fried! Electro lets loose with several BLASTS. Spider-Man dodges them, somersaulting rapidly. The police use the diversion to begin evacuating the riders from the Ferris Wheel and moving the others back. Spider-Man leads Electro on a chase, trying to stay out of the range of his blasts, but distracting him long enough for the police to complete their task. SPIDER-MAN Look Electro- there's just gotta be a better way to earn a living than being made to look stupid by me! Ever consider being the star at the top of the Rockefeller Center Christmas tree? I know it's seasonal- but I think it comes with 401k! Spider-Man swings in and lands a haymaker punch to Electro's jaw- and again receives a FEEDBACK JOLT. SMOKE IS RISING FROM HIS HAND when he hits the ground. ELECTRO Tingles just a tad, huh? Don't worry webhead, it only gets worse! Electro fires a blast. Spider-Man, his hand still in pain leaps over the blast, landing on a pole. But unfortunately- the pole is metal. Electro's CHARGE STRIKES THE POLE, sending a HARSH SHOCK through Spider-man's body. He collapses and hits the ground hard. Only his superhuman strength prevents the blast from being fatal. His entire body is smoldering, as he lies stunned. Electro closes in for the kill. Then he notices that his hostages have all been gotten to safety. With nothing to hold back the police, he realizes what a fix he's in. Spider- Man, through his pain also realizes this. SPIDER-MAN (Laughing painfully) Sorry about the hostages sparky- But you can take me with you, just as long as you promise to buy dinner.. ELECTRO Onto plan B- ELECTRO STARTS BLASTING EVERYTHING IN SIGHT, HOPING TO ESCAPE IN THE MIDST OF THE HOLOCAUST. EVERYTHING IN THE AREA IS BURSTING INTO FLAMES. The police and fire fighters now try to get everyone out of the park. Spider-Man looks around, and spots a pair of RUBBER MAINTENANCE GLOVES by the Ferris Wheel motor. He fires a web line and snares them. Electro blasts a hole in the metal fence surrounding the park, and starts to climb through when- Spider-Man swings in and slugs him. Wearing the rubber gloves- Spider-man is grounded, and Electro's feedback can't hit him. Electro is stunned by the punch. Electro tries to hold Spider-man off with another series of blasts, but Spider-man again dodges them, leaping and landing on the Ferris Wheel, but careful that the area he lands on is made of wood. Ripping a small opening into the rubber gloves to unblock his webshooters, Spider-man fires a webline that snares Electro's left arm. Spider-man yanks Electro before he can burn the webline, drawing Electro close to him, and slamming another punch into Electro's body. While Electro is dazed, Spider-man tosses the webline between the wooden beams in the Ferris Wheel structure leaving Electro hanging. Then, leaping and swinging around Electro at lightning speed, Spider-man secures each of Electro's other limbs with a webline. Reaching the ground, Spider-Man pulls all four weblines together, forcing Electro's arms and legs all to make contact, and SHORT-CIRCUITING HIM WITH A HUGE BLAST OF ELECTRICAL CURRENT. Spider-man is quick to let go of the weblines before the feedback can reach him. Electro falls from the Ferris Wheel unconscious. From a distance, THE CROWD THAT CAN SEE THE EVENTS BREAK INTO CHEERS FOR SPIDER-MAN. A NEWS CREW, on hand just to shoot the carnival for a local entertainment story, has captured the entire battle on videotape. Spider-man stands breathing heavily, but before he can enjoy the applause, HIS SPIDER SENSE ALARMS AGAIN. He looks around. THE FERRIS WHEEL IS ON FIRE AND COLLAPSING- toward the unconscious Electro. Spider-Man fires a webline and snares him. He fires a second line and swings himself and Electro out of the path of the falling monolithic structure. But while in mid-air, Spider-man can see that other people are in the path of the Ferris Wheel- INCLUDING AUNT MAY. Spider-Man deposits Electro on one of the roofs of the carnival booths out of harm's way. He fires a webline and swings in as fast as he can, swooping down again- He scoops up May, and TWO WOMEN who could not get out of the Ferris Wheel's path. THE FERRIS WHEEL FINALLY HITS THE GROUND, EXPLODING IN A DAZZLING DISPLAY OF DESTRUCTION. GLASS, WOOD AND METAL FLYING ABOUT VIOLENTLY. Everyone still near the scene scatters even further away. Spider-Man strains to continue his arc so that none of his charges are hit by flying shrapnel. His webline stretched to it's limit- Spider-man leaps- carrying himself, May and the others several dozens of yards from the point of the Ferris Wheel's impact. Having leapt to his limit with such a burden, Spider-man lands uncharacteristically hard on the ground. May and the others fall hard as a result. Spider-Man lifts himself up, and sees the TWO WOMEN are on their feet unhurt. He leaps to his feet. The women rush toward him to thank him, but Spider-man leaps over them towards the UNMOVING MAY. Forgetting momentarily to protect his identity, he lands frantically in front of May. May is stunned, but not hurt. She looks up- AND SEES SPIDER- MAN LAND IN A CROUCH BEFORE HER. She is overcome by FEAR. She gets herself up into a seated position, and can see her fearful face reflected in the lenses of Spider-Man's mask. Remembering himself, Spider-man tries to curb his concern. SPIDER-MAN Ah- M- Ma'am - Are you alright? But May can form no words, knowing only stark-raving terror at this close contact with Spider-Man. Anna Watson, MJ, Gwen and Harry run toward her. Spider-Man looks up. MRS. WATSON May! Knowing he can do nothing else here, Spider-Man gets to his feet and swings away. GWEN Aunt May- are you hurt? Anna and Gwen each take May's hands and help her up. AUNT MAY (Regaining herself) ..I'm- I'm fine.. Then she looks around. AUNT MAY (continuing; Newly frightened) Where's Peter? Worry comes over Gwen and she doesn't know what to say. AUNT MAY (continuing; demanding fearfully) Gwen where is he? She starts to speak when- PETER Aunt May! Peter runs over. He and May hug. AUNT MAY (Laughing nervously) I'm fine Peter! I'm fine! I was just worried about you! Peter looks over at Gwen. She has a deep scorn in her eyes. GWEN (Disdainfully) Are you okay, Peter? Peter releases Aunt May and walks toward Gwen. PETER I'm okay.. You? GWEN (Low, so only Peter can hear) Are you sure didn't stub your toe while you were running away? Peter becomes flush. PETER Gwen- I can explain it- GWEN Only problem is, there's no one here that wants to hear it.. (She turns unblinking, toward May) Goodbye, Aunt May.. Sad, hurting, she turns and walks away. May turns to Peter, confused. AUNT MAY Peter what's wrong? What happened to Gwen? Peter looks down not knowing what to say. HARRY Uh.. Pete- I'd better dash.. I'll see you in school, man. With an awkward smile at MJ, Harry walks off. MRS. WATSON -Should we see you home, May? May sees the pain Peter is in and shakes her head. AUNT MAY No, Anna- I'll call you in the morning.. Anna and MJ turn and walk off as well. May looks at Peter, still hurting. She takes his hand. AUNT MAY (continuing) ..Home is the best place for us now, Peter. She leads him off. CUT TO: INT. NORMAN OSBORN'S DEN - NIGHT Norman Osborn sits at the desk of his study. A drink in one hand, he studies a stack of schematics spread across his desk. THERE'S A KNOCK ON HIS DOOR. NORMAN (Impatiently) Come in.. Norman's butler, CHAUNCEY enters. CHAUNCEY Mr. Osborn- You have a visitor- A Mr. Foswell.. As The butler speaks, Foswell enters the den. An evil grin sneaks across Norman's face. NORMAN That's fine Chauncey.. Chauncey tips his head and leaves. Foswell takes in the grandeur of Norman's home jealously. FOSWELL Decent digs you got here, Osborn.. NORMAN That's exactly how it was described in Metropolitan Home.. Maybe after we finish our business, we can swap decorating tips. Foswell snickers. FOSWELL That's funny, Norman.. NORMAN Funny? you should see what I do for an encore- it involves your head on the end of a stick.. Do you have the item I wanted? Foswell, made uneasy by Norman's last statement, increases his urgency. FOSWELL Yeah- Yeah- right here.. Foswell reveals a videotape from behind his back. He places it on Norman's desk. Norman looks over the tape, then opens his drawer. Removing a stack of cash with a $1,000.00 paper band wrapped around it, he drops it on the desk next to the tape. Foswell snatches it up and fans through the bills. FOSWELL (continuing) -So what's a millionaire inventor want with a videotape of Spider- Man fighting Electro? Norman looks up at him insolently. NORMAN -I'm a fan.. He grins. CUT TO: INT. OSBORN MANSION - CONTINUOUS Harry walks up the hallway outside of Norman's den. He stops as the door swings open. Norman is escorting Foswell out. NORMAN -If you get ahold of any more of these- I want them.. FOSWELL Sure thing, Mr. Osborn. Foswell hurries out. Norman glances over and sees Harry. Norman regards him with almost no emotion. HARRY (Smiling warmly) -Hey Dad.. Who was that? Without a word Norman turns and closes the door of this den. Harry stands there burning over the rejection. CUT TO: INT. NORMAN OSBORN'S DEN - CONTINUOUS Norman takes the tape and walks back toward the bookshelf, and opens it. He continues purposefully into his lab. INT. NORMAN OSBORN SECRET LAB - CONTINUING Within the elaborate, hidden lab, now stocked with tons of new machinery and equipment, Norman slides the video tape into a VTR deck. THE NEWS FOOTAGE OF SPIDER-MAN'S BATTLE WITH ELECTRO RUNS ON A HUGE MONITOR. Norman studies it carefully. PAN ACROSS THE LAB. THE OPPOSITE WALL CONTAINS A COMPLEX ARRAY OF VIDEO MONITORS AND PLAYERS- ALL OF WHICH ARE RUNNING FOOTAGE OF VARIOUS TYPES AND QUALITY OF SPIDER-MAN. THERE ARE ALSO PHOTOS OF SPIDER-MAN HUNG ABOUT THE AREA. CUT TO: INT. OSCORP ROBOTICS DIVISION - NIGHT Mendel Stromm waits nervously within his laboratory. It is a pristine environment of white and chrome. Robotic prototypes in whole and part dangle and lay neatly throughout the space. There's A KNOCK ON THE DOOR. Stromm hurries over and answers it. Silvermane and his Enforcers are there. STROMM Don Manfredi.. It's so good to see you.. He shakes hands with Silvermane. They cross the lab. The Enforcers are awed by the futuristic technology. Silvermane is also impressed. SILVERMANE You've come very far Mendel.. STROMM I've worked very hard to get here.. SILVERMANE You have me curious.. Having achieved so much with your partner Osborn.. Why would you betray him now? I need to know this.. Because a man in my position can't afford to associate with men who are inherently disloyal.. STROMM You need never worry about my betraying you Don Manfredi.. the friendship between you and my father was a true one.. While my association with Osborn isn't. We're not truly friends.. Not even partners.. For all the years that we've known each other he's never hesitated to hold over my head the fact that his family was wealthy while mine was not.. He was happy to make use of my talents and to build up this company-Yet he ridiculed me.. Did all he could to make me feel inferior to him.. My work inferior to his.. You'll notice that though we're partners, the company doesn't bear my name as well as his.. Simply because it was his family's money that financed it. I decided years ago that I would take control of the this company no matter the cost. Show Osborn who was truly the superior one. I nearly achieved my goal 5 months ago.. (Pause) I altered the computations of his Cold Fusion test so that it would fail.. And his death would've been icing on the cake. That didn't happen.. But it moved things forward. SILVERMANE I would think the success of this Cold Fusion would be a feather in Osborn's cap.. That's what these materials you hope to acquire will do, no? STROMM The Cold Fusion project will succeed.. But only after Osborn is gone- Removed from the company by the board members because of the apparent failure of his dream project. Then I'll step in- save the project and the company from financial disaster.. And of course the board members will gratefully place ME in control.. Stromm hits a key on a computer keyboard. A GIGANTIC COMPUTER SCREEN COMES TO LIFE- STROMM (continuing) And "Stromm-Tech" will move into the future.. THE NAME STROMM-TECH FILLS THE SCREEN. VOICE (O.S.) No.. I'd say "Stromm-tech" is already history.. The assembly in the room turn toward the darkened depths of the lab- In the direction of the cold, cruel voice- And are JARRED by THE HIGH-PITCH WAILING OF A MINIATURE JET ENGINE REVVING. Floating slowly forward from the darkness is a shadow- With GLOWING GREEN EYES. When light finally hits the figure it is NIGHTMARE. A scaly green-skinned creature adorned in garish purple leather- and perched atop a metallic bat-shaped flying device. A horrible grin frozen on its emerald face. A monster representing BOTH dark-legend and hi-tech science at its most perverse. Say hello to THE GREEN GOBLIN. STROMM Good- God.. GREEN GOBLIN You couldn't be more wrong Mr. Stromm- The Goblin lets fly from his hand a steel RAZOR BAT- Wafer- thin it glimmers and circles Stromm as though alive until it digs into his shoulder- Stromm lets out A CRY OF AGONY. STROMM (Screaming) What do you want?! GREEN GOBLIN (Mockingly sweet) What does the Green Goblin want? Dear Mendel.. I'll bet if you think really hard you can guess.. Your deal with the devil is up, and now I've come to collect your soul.. Montana turns to Silvermane- He reaches into his coat and draws his Colt Python. MONTANA Give me the order- boss- SILVERMANE (Unbelievably calm) The order is to wait Montana- Wait and see.. But be at the ready.. Uneasily, Montana lowers his piece. Stromm turns to Silvermane, looking for some kind of help. But he quickly realizes that it isn't coming. STROMM you're a tricky character my friend- but I've got a few tricks up my sleeve as well- Stromm hits a switch on a nearby control panel- Several feet away- A METALLIC BOX lies still- Then suddenly EXPLODES INTO AN 8 FT. ROBOT- IT BEGINS TO LUMBER FORWARD. Stromm painfully twists his wrist so that The Goblin is reflected on the FACE OF STROMM'S WATCH. Reacting to this The Robot turns toward The Goblin- Lenses where eyes would be on a man ZERO THE GOBLIN as the robot's target. The Robot quickly CLANGS in the Goblin's direction. The Goblin, hovering, twists toward the fast moving Robot. GREEN GOBLIN Still playing with your Erector set, Stromm? The Goblin moves into attack position when- HE'S GRABBED FROM BEHIND BY TWO RUBBERY TENTACLES WRAPPING AROUND HIS NECK. A LIFE-SIZE VERSION OF THE TINY RUBBERY SPIKED ROBOT STROMM HAD DISPLAYED IN OSBORN'S OFFICE BEGINS TO WRAP ITSELF AROUND THE GOBLIN. The 8 ft. Robot reveals A VISOR on its face- A light pulses through the opening- And A LASER BLAST BURSTS FREE AT THE GOBLIN. But the Goblin maneuvers out of the way of the blast. The Rubbery Robot still clinging to the Goblin's back- he flies forward toward the 8 ft. Robot. The 8 ft. Robot lets off another BLAST- but The Goblin ducks just enough to allow the Rubber Robot to be hit. The Rubber Robot bursts into flames and falls from The Goblin's back. The Goblin continues his forward momentum, KICKING UP HIS JET ENGINE AND GAINING IN SPEED- While dodging the robot's blasts- He appears to be on a certain suicidal crash course with the metallic behemoth- But then he suddenly veers upward- HITTING THE ROBOT'S NECK WITH THE EDGE OF HIS GLIDER AND TAKING ITS HEAD OFF- THE ROBOT TUMBLES OVER. The Goblin brakes in mid-air- and to punctuate the last move he tosses a PUMPKIN-SHAPED OBJECT at the Robot- WHICH EXPLODES ON IMPACT, destroying the robot. The Goblin turns hovering toward Stromm. GREEN GOBLIN (continuing) For my next trick- I'll proceed to saw a man in half- Any volunteers? Stromm is terrified. He tries to run- The Goblin lifts his left hand and points his index finger at Stromm. The tip of the Goblin's index finger is open ended as in the barrel of a gun. A LASER BLASTS FROM THE BUSINESS-END. STROMM IS HIT- HE IGNITES LIKE KINDLING. His dying body collapses flaming to the floor. GREEN GOBLIN (continuing) Poor Mendel.. He dreamt far beyond his limits.. The Goblin turns to Silvermane. GREEN GOBLIN (continuing) -Who's got marshmallows? An insane grin takes over his face. FANCY DAN -This freak's too crazy to live- He reaches for his gun. GREEN GOBLIN Now that's the wrong way to begin a partnership.. SILVERMANE Partnership? I think perhaps that fright mask is worn too tightly on your head.. I had little trust for our ambitious and now departed friend there.. Which is why I didn't interfere in your business.. But I have NO trust for you.. Mr.. Green Goblin is it? The Goblin floats toward Silvermane. GREEN GOBLIN My friend.. you should know I don't react well to rejection.. SILVERMANE You are formidable, no doubt- But if you wish to do battle with the assembled ranks of the Maggia.. I caution you that you do so at your own peril.. GREEN GOBLIN I have a better idea.. I propose an agreement.. SILVERMANE (Pause) I'm listening.. GREEN GOBLIN An offering.. To represent our mutual goals.. SILVERMANE Which is? GREEN GOBLIN Spider-Man. He's a threat to your organization. He'll probably be a threat to my enterprises as well. I'll rid us all of this pest. And when I do- You and I can negotiate over the same materials which you and my smoky friend were discussing.. SILVERMANE What's your interest in Oscorp? GREEN GOBLIN Consider me- A not-so-silent partner.. SILVERMANE I see. Well Goblin. Deliver on your promise, and we can strike a deal on these materials.. I'll await your call.. The Goblin nods, his grin, amazingly growing wider. CUT TO: INT. SCIENCE CLASS - AFTERNOON The class is ending, the students are leaving. Peter is talking with Dr. Warren. WARREN (Looking over Peter's written assignment) Excellent work as always Peter.. I'd like for you to help me grade the other students' work. PETER (Down) Thanks Dr. Warren.. WARREN (Sarcastically) Glad I could help you feel better.. He notices that Peter's attention is focused on Gwen. Gwen finishes putting her books into her bag, and walks toward the door. She is in a similar mood to Peter's. Peter watches as she leaves. He wants to go to her, but is hesitant. Warren studies him. WARREN (continuing) Peter- You of all people should know you can't buck the science of human biology... PETER (Confused) Huh? Warren smiles knowingly. WARREN You're crazy about the girl- Go and talk to her.. Peter smiles and nods. He hurries off to catch up to Gwen. CUT TO: INT. MIDTOWN HIGH CORRIDOR - CONTINUOUS Peter runs up the hallway. PETER Gwen! Gwen sighs listlessly, and stops. She turns to him. PETER (continuing) -Just give me a moment to explain what happened.. GWEN Okay.. PETER (Pause) What you saw the other night.. It wasn't what you think it is.. GWEN (Skeptically) ..Okay, what was it? Peter starts to speak, but balks. GWEN (continuing; sarcastically) Well. That changes everything.. Really Pete- you've had the whole weekend to come up with something.. Even a total lie.. PETER But that's the whole point Gwen.. I don't ever want to lie to you.. GWEN So tell me the truth.. PETER The truth is pretty difficult to tell also.. Maybe someday.. But right now I'm trying to make sense of the truth in my own mind.. GWEN Listen Peter, I don't expect or want you to be a conquering hero.. But if we're going to have something together, I have to know that I can count on you. That I can believe in you.. PETER Gwendy.. You can believe in me.. GWEN I want to.. But.. But if you run when I need you- and If you can't even open up to me- What is there for me to count on or believe in? The answer doesn't come for Peter. GWEN (continuing) ..Peter I- (pause) I've been so alone in my life. My mother died 10 years ago.. My Dad and I are very close- But I've never had anyone else to really get close to.. I've seen the same thing with you.. When we got to know each other I thought that we could have the kind of connection that's been missing in both our lives.. PETER We can- Gwendy.. That's exactly how I feel.. GWEN So what is this thing you're hiding? PETER Gwen it's just.. That I'm too near all of this right now. I need to get perspective on it.. If you'll just give me some time- GWEN (She looks down, frustrated) ..I'll give you lots of time.. and plenty of space, too.. With that she turns and walks off. Peter watches, his heart shattering. CUT TO: EXT. STREET - AFTERNOON Peter is walking from school, burning over losing Gwen. Harry runs to catch up to him. HARRY Pete! Peter turns. PETER (Smiles only slightly) What's up, Harry? They clasp hands in greeting. HARRY How's it hanging? PETER Like a noose around my neck.. Gwen's written me off.. HARRY Because of the other night? Peter nods. PETER ..I feel like two sides of me are always going to be at odds.. The side of me that wants to do what's right, and the side that wants to be happy.. HARRY Well, of the two- I'd have to pick happiness.. What's more right then making yourself happy? As long you're not hurting anybody else.. PETER Unfortunately for me, my happiness always seems to come at the cost of someone being hurt.. It's like some kind of cosmic joke being played on me. HARRY You take life too seriously Pete. That's why you need a bud like me. Give her a little while, I'm betting Gwen'll come around. You two were made for each other.. Kinda like Romeo and Juliet.. Or.. Mary Jane and me.. Peter smirks at Harry. PETER Oh- is that how it is? HARRY ..Yeah, that's how it is.. We went out last night- Harry's braggadocio is cut off by A MASS OF SUDDEN SOUND- SCREECHING CARS AND REVVING ENGINES. POLICE SIRENS AND GUNFIRE. Peter and Harry turn in the direction of the racket. In the nearby intersection, TWO DARK CARS ROAR BY- GUNMEN LEANING OUT OF THE WINDOWS FIRE AT TWO PURSUING POLICE CARS. Harry ducks down, fearing being hit by any stray gunfire. He looks up and sees that Peter is still standing, following the pursuit with his eyes. PETER Harry- I've gotta go! HARRY What're you- Nuts? Peter starts off in the direction of the chase. PETER No- I'm a photographer for the Daily Bugle! Peter picks up speed and runs across the street, soon disappearing around the corner. Harry rises slowly from his defensive crouch. He's in awe of Peter's fearless charge into danger. CUT TO: EXT. MAIN STREET - CONTINUOUS The car chase continues, until THE DRIVER of the LEADING CAR sees that the street ahead of him is closed off by HEAVY CONSTRUCTION. He slams on his breaks, and the car goes into a tailspin. The construction crew scatters AS THE CAR SLAMS INTO AN IDLE EARTH MOVER. The second car screeches to a stop a few feet away. SEVEN GUNMEN climb out of the two cars, and open fire at the oncoming police cars. The police cars skid to a stop a dozen yards away. The POLICEMEN disembark and ready for a stand-off. CUT TO: EXT. ALLEYWAY - CONTINUOUS Peter runs into the alleyway. Fast as lightning he begins to remove his street clothing, revealing his Spider-Man costume underneath. He leaps onto the wall and runs across it, while continuing to change into costume. Faster than the eye can follow, Peter has removed all of his clothing- slipped on his gloves and mask, and has spun a protective cocoon in which he hides his clothing. Spider-Man reaches the wall bordering the alley, and places the sticky web-sack with his clothes on the side of the wall. From this perched position he can see the gun battle in progress. From a belt hidden under his top, Spider-Man removes a small camera. He makes a few settings on the camera, and fires a webline, hanging the camera from a fire escape. Spider-Man fires a second webline, and taking a deep breath, he swings into the fray. CUT TO: EXT. MAIN STREET - CONTINUOUS The fire fight continues. The four policemen are out-gunned by the mob of thugs. One of them places a call for back-up. One gunman takes aim with an AK-47- WHEN A WEBLINE HITS IT FROM THE SIDE. The snagged weapon is snatched out of the gunman's hands, the force of the pull dragging him to the ground as well. A second gunman turns in the direction of his fallen comrade, and ANOTHER WEBLINE SNARES HIS WEAPON. The third man over turns in the direction of the mysterious happenings- AND IS IMMEDIATELY HIT IN THE CHEST BY A SHOT from the police. The Gunmen become confused, uncertain of which direction to focus on- THEY BEGIN FIRING IN ALL DIRECTIONS- Spider-Man leaps from the shadows- a blue and red blur. His leap arcing downward within the midst of the nest of Gunmen. Careful to avoid shots fired by the police, he grabs hold of two of the gunmen and bounces skyward again. The sudden force of Spider-Man's pull causes them to release their weapons. Spider-Man somersaults in mid-air tossing the disarmed gunmen to the ground- The hard landing knocking them unconscious. The police cease fire- Spider-Man lands several feet away from the remaining two Gunmen- firing his webshooters- He snags their weapons before they can get off another shot, and yanks them away. As the weapons KLAK on the ground, Spider-Man springs forward at bullet-like speed- his fists slamming into the faces of the last two gunmen, immediately knocking them down and out. The police charge forward, securing the fallen gunmen- Spider- Man sits atop one of the gunmen's idle cars. COP 1 Thanks for the assist webhead- SPIDER-MAN I'm not as reliable as you guys.. But I try.. He fires a webline- SPIDER-MAN (continuing) Keep those badges shiny fellas- He swings off. CUT TO: EXT. ALLEYWAY - CONTINUOUS Spider-Man lands back upon the wall where he'd left his camera. He begins unravelling it from the webline. HIS SPIDER SENSE ALARMS. He looks up- As the sound of a MINIATURE JET ENGINE REVS AND GROWS LOUDER. GREEN GOBLIN It's a crying shame.. The weirdos you run into on the streets of New York. I'm moving to New Jersey.. Spider-man sees The Green Goblin descending before him on his glider. SPIDER-MAN Oh boy- And they say the fashion police are after me! Don't you know that green and purple are a couturier faux pas? GREEN GOBLIN I was looking forward to a taste of that rapier wit- SPIDER-MAN Oh, so you mean this was a planned rendez vous- Look buddy, despite my suggestive attire, I'm not the kinda guy you can just fly up on and expect a cheap date and a good time.. GREEN GOBLIN Cheap? Oh no.. This was a rather expensive catered affair.. You know how hard it was to find a group of low-lives dumb enough to pull a daylight robbery and shoot- out with the police, all to draw your fire? Not to mention all the work involved to learn that you're usually in this area at this time of the day.. The Green Goblin does nothing half way, my boy.. SPIDER-MAN The Green Goblin, huh? ..So this was all your doing? What's the pay-off? The Goblin grins wide. GREEN GOBLIN Why my dear little spider- Your death! The Goblin fires a laser blast at Spider-Man- Spider-man quickly dodges it. The Goblin buzzes Spider-man trying to ram him with his glider. Spider-Man continues to dodge. Within the close quarters of the alleyway, Spidey has little room to move, and so instead moves forward at the Goblin. Maneuvering in a manner that seems impossible for a human, Spidey gets close to the Goblin, landing several hard punches, stunning the Goblin. Just barely recovering control of his glider, the Goblin realizes that he has to change tactics and zips out of the alley. SPIDER-MAN I have to admit- you're a spry little fella- But you'll find- Spider-Man fires a webline. SPIDER-MAN (continuing) I get around pretty well myself- Spider-Man swings off behind the Goblin. EXT. STREET - CONTINUOUS The Goblin circles onto the street- With Spider-Man on his tail. The Goblin draws a pumpkin bomb from his pouch- GREEN GOBLIN A little parting gift, Spider-Man! He tosses the bomb at Spider-Man- Spider-Man releases his webline mid-arc, dodging the hurtling bomb- THE BOMB SMASHES AGAINST THE WALL OF THE NEAREST BUILDING, EXPLODING. SPIDER-MAN -Appreciate the sentiment Gobby- But I've always been allergic to pumpkins, especially the exploding kind! Debris from the damaged wall fall to the street below. Spider-Man drops to the street and fires a net of webbing, catching the falling debris before it can hit any passersby. The Goblin uses this distraction to circle around and toss another bomb at Spider-Man. AT THE LAST SECOND, SPIDER-MAN LEAPS OUT OF THE WAY, WHILE GRABBING TWO NEARBY PEDESTRIANS AND CARRYING THEM CLEAR OF THE BLAST. Spider-Man sees that the Goblin is reaching for another bomb. He fires a webline. The Goblin lifts the bomb, ready to chuck it just as Spider- Man is swinging in. Spider-Man Kicks the Goblin hard- causing him to drop the bomb. Spidey releases his webline and dives after the bomb. He catches it, but its on fire and about to explode in his hands. As Spidey drops to the ground, he tosses the hot bomb between his hands to keep from burning them. Landing on the ground, Spidey breaks the stem from the round area, preventing the chemicals from mixing, extinguishing it. He tosses the harmless bomb away, fanning his smoking, stinging hands. SPIDER-MAN (continuing) ..I've gotta bring up the subject of medical benefits if we superheroes ever start a union.. The Goblin hovers over him. GREEN GOBLIN You're not getting winded are you Wall Crawler? I can keep this up all day! SPIDER-MAN Not if I can help it- The Goblin turns and flies off. Spider-Man fires another webline. He looks around at the startled crowd. They seem to be expecting an explanation from him for this mayhem. SPIDER-MAN (continuing) Hey- I only catch 'em- I Leave the analysis for somebody else.. He swings off after the Goblin. EXT. INDUSTRIAL PLANT - CONTINUOUS The Goblin flies over top of the plant- a steaming gaseous cloud rests above the complex network of gigantic metal pipes. Spider-Man is not far behind. The Goblin dives seemingly fatally toward the piping. Spidey lands atop one of the massive pipes, expecting the Goblin to crash- but to Spidey's surprise, the Goblin turns on a dime, sinking deeper within the tangling of pipes. Spider-Man huffs and follows. The Goblin, like a green and purple eagle soars masterfully through the piping, almost as though he had flown this obstacle course numerous times. Spider-Man maneuvers equally skillfully, but finds that he's growing tired. The Goblin lobs a flock of razor-bats at Spidey. SPIDEY STRUGGLES TO AVOID THEM, AND IS GRAZED BY SEVERAL. Desperately, Spider-Man lands on top of a railing. His breathing is heavy. SPIDER-MAN What- What's happening? I never get tired out this way.. The Goblin doubles-back and stops before Spidey. GREEN GOBLIN -Getting slow in your old age? I could give you a head start.. Or maybe you should just go to bed- The Goblin reaches into his pouch, withdrawing a small, rubbery figure in the shape of a CARTOON GHOST. GREEN GOBLIN (continuing) -This is to tuck you in- The Goblin tosses the Ghost at Spider-Man. Tired, Spidey leaps to avoid it. But as the ghost soars toward him IT EXPANDS INTO A GIGANTIC PLASTIC BAG. IT FORMS A COCOON AROUND SPIDER-MAN, TRAPPING AND IMMOBLIZING HIM. The Goblin flies in and dismounts from the glider. Landing before the helpless Spider-Man, the Goblin gloats. Spider-Man looks up at the still hovering glider. He notices the smoke produced by the exhaust. SPIDER-MAN ..Tranquilizing gas.. GREEN GOBLIN How clever. Like I said, this was a catered affair. I spared no expense to make you feel.. Appreciated. And like every good masquerade party- now comes the moment of- the unmasking! The Goblin reaches forward and snatches off Spider-Man's mask, revealing the frightened face of Peter Parker underneath. The Goblin is himself shocked to see that Spider- Man is merely a teenager. GREEN GOBLIN (continuing) Well!!! Aren't you PRECIOUS! The terror of the underworld is child?? I don't know whether to kill you or adopt you! (Pause) But since I already have one shiftless brat- I think killing is the way to go.. The Goblin lifts his hand. RAZOR SHARP TALONS POKE OUT FROM THE FINGERTIPS OF HIS GAUNTLET. He closes in on the maskless Spider-Man. But instead of stabbing him, The Goblin reaches for his utility belt, removing his camera from its lodging. The Goblin snaps a picture of Peter's face. GREEN GOBLIN (continuing) -This will adorn your obituary nicely.. The Goblin makes a swipe with his razor-edged gauntlet- But Spider-Man uses what little energy he has left to whirl himself. THE GOBLIN'S SWIPE ONLY CUTS OPEN THE COCOON. Spider-Man continues rolling away from the Goblin, summoning his last bit of strength to tear himself free of the cocoon. Without pausing, Spider-Man rises and breaks into a run. Spider-Man runs down a tunnel. His desperation, as well as the gradual waning of the effects of the tranquilizer increases Spider-Man's speed, as he puts all of his power into escaping. The Goblin mounts his glider and gives chase down the darkened tunnel. But as he searches, he finds nothing there. Slowly, angrily, he goes over the area- until he notices a displaced manhole cover. He hovers over the hole, but finds that his Glider is too large to enter. Maniacally, the Goblin dismounts the glider. On all fours he peers into the hole searching, an unbelievably wild expression on his face. GREEN GOBLIN (continuing; screaming madly) Just like a spider! Hiding in a crawlspace! Good! Find some insects to feast on! You can't hide there forever! You can't hide from the truth! INT. MANHOLE - CONTINUING Within the labyrinth of optical wiring and piping, Spider- Man, unmasked and terrified hides himself, shivering as the Goblin's rants ECHO LOUDLY WITHIN THE HOLE. GREEN GOBLIN (O.S.) (Words are a BOOMING ECHO) -The truth that Spider-Man has been DESTROYED by the Green Goblin! All you've done is give yourself a moment's respite Spider- Man! You're mine! And I'm going to kill you! The Goblin breaks into PSYCHOTIC LAUGHTER which wafts through the manhole. Peter continues to shiver, a terror engulfing his face that he's never known before. CUT TO: EXT. SKYSCRAPER LEDGE - SUNSET Peter, still unmasked and in his costume, sits perched on the ledge. Although the effects of the tranquilizer have worn off, he's still shattered by his crushing defeat. Lost, he stares off into the SETTING SUN. CUT TO: EXT. PARKER HOME - EVENING Peter wanders home. Just outside of his house HIS SPIDER SENSE GOES OFF. Alarmed, Peter bolts into the house- CUT TO: INT. PARKER HOME - CONTINUING Peter comes to a frantic halt. He spots Aunt May in the hallway outside the kitchen. PETER (Worried, excited) Aunt May! What's wrong? May stares at Peter blankly. AUNT MAY ...Well... I burned a batch of cookies.. But don't worry Peter.. There's plenty more for you.. She smiles at Peter warmly and continues toward the kitchen. Befuddled, and still worried, Peter follows her into the kitchen, wondering what could have triggered his spider sense. INT. PARKER HOME HALLWAY - CONTINUING AUNT MAY I made extra for your guests also.. PETER (Confused) Guests? INT. PARKER KITCHEN - CONTINUING They turn into the kitchen. Harry Osborn is in the entry way, a big smile on his face. HARRY Hey Pete! Glad to you see you made it home in one piece! They all continue into the kitchen. Peter sees that there are several others there as well. Mrs. Watson. MRS. WATSON Hi Peter! Mary Jane. MARY JANE Hey, Tiger! And Norman Osborn. HARRY My dad found your camera where you left it, and he wanted to return it to you- NORMAN -Personally.. Norman stands quickly and grasps Peter's hand. He has a dark grin on his face that only Peter can see. Peter realizes that Norman is the source of his spider sense being triggered. Norman presents Peter his camera. PETER (Nervously, but trying to hide it) Thank you Mr. Osborn.. Where did you find it? NORMAN Why, exactly where you left it.. At The factory. I'd like to talk to you privately for a moment.. Parker. They step into the hallway from the unknowing others. Out of their view and earshot, Norman's manner changes completely. He is again the unmasked Green Goblin. NORMAN (continuing) Kinky little hobby we have, huh? PETER How did you find me? NORMAN 2 and 2 makes 4, Parker.. You being in that area, and being of school age, meant you went to the high school. And lucky me- My good-for-nothing son actually knows you! Life has its pleasant ironies.. PETER (Cool, but forceful) So what do you want to do, Goblin? Shall we take this outside? Norman is unimpressed. NORMAN Don't sass me junior.. I've already given you your spanking. Now I'm grounding you. The wheels are in motion to have me running this city- From the peaks of its ivory towers to the depths of its sewers. And I don't intend to have any distractions from you. So- Spider-Man crawls the walls no more. Or you sweet Aunt May- He produces one of May's cookies. NORMAN (continuing) -Who baked these from scratch- God bless her- Norman takes a bite from the cookie and makes an expression of gastronomic ecstasy. NORMAN (continuing) -Bakes her next batch of tollhouse in Heaven. Got it? Peter makes an expression of angry defiance. He and Norman lock stares. But Peter, his defeat still in his mind, blinks. His head lowers. He nods in submission. Norman smiles victoriously. NORMAN (continuing) Very good, Parker. He puts his arm around Peters shoulder in a fatherly way and guides him back into the kitchen with the others. AUNT MAY Now what have you two been gossiping about? Norman presents the warmest of manners. NORMAN Well Mrs. Parker, Harry let it slip that Peter here is a bit of a genius- We were just talking about opportunities that await him in the future! My company is always looking for fresh blood! AUNT MAY That's wonderful! Peter tries to fake happiness, but can't do it as well as Norman. HARRY Hey Pete- Now that you and my Dad are done talking shop- MJ and I are heading out to catch a flick- you want to see if we can grab Gwen too, and make it a foursome? Peter sinks deeper into his funk. PETER Uh.. Nah, Harry, you guys go ahead. HARRY (Disappointed) Uh.. Okay.. NORMAN I'd better get running too. Mrs. Parker, thanks so much for the great cookies and conversation! AUNT MAY My pleasure Mr. Osborn.. Everyone begins making their way out of the exit. MARY JANE -Night, Mrs. P- Later, Tiger.. Peter again forces a smile and wave. As the DOOR CLOSES after the last of the group leaves, Peter's face becomes awash with angst. May turns toward him smiling. AUNT MAY So.. What are you doing tonight, kid? More studying at the library? It takes a moment for May's words to register in Peter's weary mind. PETER ..Uh.. No, Aunt May. I- uh, don't think I'll be doing that anymore.. AUNT MAY Well... Then I guess we have a dinner date.. It'll be ready in an hour. PETER (still, distracted) ..Okay.. He walks off. JUMP CUT: INT. PARKER LIVING ROOM - NIGHT May and Peter are watching "JEOPARDY" on television. AUNT MAY (Excitedly) -What is a- Kawalla Bear! TV ALEX TRIBEK The correct response is What is a Kawalla Bear- May leaps from her seat with excitement AUNT MAY Yes! Her excitement dies down when she looks over to see that Peter's mind is a million miles away, and troubled. AUNT MAY (continuing) What's the matter, Hon? This was always your favorite show! PETER I'm sorry Aunt May. It's just- AUNT MAY -The life of a Teenager stuff? PETER (Exhales hard) -Well, definitely living the life of a teenager stuff.. But there's more.. AUNT MAY -Gwen? PETER Yeah.. There's Gwen and- AUNT MAY ..Well.. I guess you know I'm not as equipped to lecture teen boys as your Uncle Ben was. But I'm here for you Peter.. You know I'll always do the best I can. PETER ..I'm just realizing that the world is so big. It's hard as hell out there. I thought I had things under control- But then I learned the hard way that I wasn't really ready to handle things when they got tough.. AUNT MAY Well Peter.. You've always put so much pressure on yourself! Ever since you were little you were always wanting to take on more and more! You remember the re-wiring of the house incident? Peter nods, regretfully. AUNT MAY (continuing) And the additive to make detergent clean better? Acid? We had to buy a whole new wardrobe for the family after that one! Peter continues to nod regretfully. AUNT MAY (continuing) Peter, I'm not saying you're wrong for wanting to take on the world.. I love your excitement and imagination.. I'm just saying, maybe you need to take some time and actually be a teenager while you're a teenager. Peter thinks on this deeply. AUNT MAY (continuing) You don't need to be running around out there, where the monsters are waiting for you.. The Vultures and the Spider-Men.. That's no place for you. May's words sink deep into Peter. PETER (Exhales hard) Yeah, Aunt May.. I guess you're right. Peter looks down, defeated. Then he glances over at the television. PETER (continuing) -What is- Misery.. TV ALEX TRIBEK The correct response is- What is Misery! May hoots at Peter's correct response. A small smile creeps onto Peter's face. CUT TO: INT. STACY HOME - NIGHT Gwen is sitting listlessly in the living room, also watching "JEOPARDY" on television. TV ALEX TRIBEK -What is misery! GWEN Alex- I could write a book.. Captain Stacy sits at the nearby dining room table looking over photographs. Puffing on his pipe, he reacts to Gwen's downtrodden utterance. CAPTAIN STACY (To Gwen) -It'd be nice to see you doing something.. Gwen glances over at him. SHE CLICKS THE TELEVISION OFF WITH THE REMOTE. Rising, she wanders over and sits across from her father at the table. She looks at the photos that are spread out across the table. They are all of Spider-Man in action. Captain Stacy picks up each one, studying it, and writing down notes. GWEN Looks like you have a new hobby.. CAPTAIN STACY He's a fascinating character.. But, also being a cop, it serves a purpose figuring him out.. It must've been something to see him in action.. GWEN Yeah.. He was pretty amazing.. But I have to admit that even in the midst of all of that I was a little pre-occupied.. Captain Stacy places the photo he'd been handling down, and looks up at Gwen. CAPTAIN STACY ..Well.. Are you ready to tell me exactly what happened with Peter that night? Gwen huffs. GWEN ..I couldn't believe it Dad.. In the middle of all of that.. He ran away.. I needed him- other people needed him.. And he just ran.. A tear runs down her face. GWEN (continuing) ..But the thing that gets me the most- is that it just didn't seem like him.. It didn't make any sense based on all that I've seen with him.. He has a strength about him- I can see it in his eyes. I can feel it when we hold hands.. Peter Parker isn't a coward.. CAPTAIN STACY So what's bothering you? GWEN Dad- it's like he's two people. And I'm scared that I don't know who he's going to be from one day to the next.. Who I might be trusting my heart with. I just don't understand him. CAPTAIN STACY -You've got too much of your Dad in you.. You can't stand mysteries.. He glances back down at the photos of Spider-Man. CAPTAIN STACY (continuing) What I think you've got to decide is, is Peter Parker a mystery worth solving? Gwen ponders the question. She starts to speak- when THE DOOR BELL RINGS. Gwen looks over at the door. GWEN -To be continued.. She gets up and walks over to the door. CUT TO: EXT./INT. STACY HOME - CONTINUING Gwen opens the door, to find Harry and Mary Jane there. GWEN Mary Jane! Harry! What are you two doing here? MARY JANE We just left the Tiger, we figured catching up with his Kitten would make sense.. GWEN (Confused) Come on in.. INT. STACY HOME - CONTINUING Captain Stacy walks to the foyer to greet Gwen's guests. GWEN Harry, MJ- this is my Dad. Harry reaches over to shake hands with Captain Stacy. HARRY Great to meet you sir. CAPTAIN STACY Harry.. MJ.. MJ smiles. Harry turns back to Gwen. HARRY -So- like MJ says, we were at Pete's place earlier.. Gwen- he's really down about what's happening with you two.. Gwen, not comfortable about talking about it looks away. She looks back and starts to speak- HARRY (continuing) Look I know it's complicated.. What isn't, huh? I just wanted to tell you about what happened earlier today.. Pete and I were walking, when we stumble onto this shoot-out between the cops and some crooks.. Well, me, like anybody else, ducks for cover- But Pete- that nut doesn't budge.. And even crazier, he runs in the direction of the shoot-out, saying he was going to takes some pictures for the Daily Bugle.. Captain Stacy, listening intently, looks slowly down at the photo of Spider-Man he's holding. He puffs his pipe. His eyebrow sinks thoughtfully. HARRY (continuing) I don't know what happened next- I was too chicken to move.. MJ takes hold of his arm. MARY JANE Yeah, but he has his good points.. She winks at Gwen. HARRY But I just wanted you to know, that whatever is going on with Pete, he's definitely no coward.. Maybe you should give him the benefit of the doubt.. Harry turns leading MJ by the hand toward the door HARRY (continuing) -I'll see you at school.. They exit. Gwen thinks hard on what Harry's told her. She looks back her father. CUT TO: INT. SILVERMANE OFFICE - NIGHT Silvermane sits at his desk. SILVERMANE (Sarcastically) -I get no end of pleasure at the sight your leering grin.. REVERSE ANGLE: The Green Goblin stands before Silvermane's desk. SILVERMANE (continuing) To what do I owe the pleasure, Goblin? GREEN GOBLIN I come bearing gifts.. The Goblin reaches into his pouch- To that, The Enforcers all immediately draw their weapons, pointing them at The Goblin. The Goblin, his cool maintained, lifts his hands. GREEN GOBLIN (continuing) Easy, gentlemen.. I think you'll like this surprise.. Slowly, accommodatingly the Goblin reaches into his pouch. He gradually removes the sought after object, so that all can see that it isn't a weapon. He lightly tosses a soft material object onto Silvermane's desk. Silvermane uses a sharp letter opener to unfold the red cloth object to reveal- SILVERMANE Spider-Man's mask.. The Goblin proudly plops himself into a chair across from Silvermane, brazenly throwing his feet criss-crossed atop Silvermane's desk. GREEN GOBLIN -That's right! The Goblin always delivers on his promises.. SILVERMANE -Then why isn't there a head along with the mask? GREEN GOBLIN Trust me.. Spider-Man is no longer a threat.. SILVERMANE You've yet to earn my trust.. Fancy Dan? Fancy Dan removes a cell phone from his inner coat pocket. He speed dials. FANCY DAN Mac? What's the status on the bug? Fancy Dan listens intently for several seconds. Everyone else in the room waits heedfully for him to continue. After a few seconds more, Fancy Dan switches off the phone. He turns to Silvermane. FANCY DAN (continuing) None of our spotters have seen any sign of him.. SILVERMANE Good enough. GREEN GOBLIN That was easy.. SILVERMANE (To the Goblin) -We have spotters placed strategically around the city.. Watching for police activity, our competitors and the like. Were the wall-crawler making his usual rounds, one of them would've seen him by now.. GREEN GOBLIN Then you could've finished him long ago.. Silvermane smirks. SILVERMANE Seeing Spider-Man and killing him are two very different things.. It wasn't worth compromising the placement of our men simply to take a fool-hardy shot at the insect. That would've only happened if absolutely necessary. Otherwise, I prefer to leave that to.. Dedicated souls such as yourself.. And had we eliminated Spider-Man you and I would have no business together.. Which we do now.. Fancy Dan- make the call- the shipment to Oscorp goes through. Fancy Dan nods and dials. GREEN GOBLIN ..Nice doing business with you.. CUT TO: INT. SCIENCE CLASS - AFTERNOON Professor Warren is at the board writing notes. The rest of the class is writing in their note books. With the exception of Peter. His eyes are directed outside the window at the sky. He looks off desiring to be swinging across the skyline. And with the second exception of Gwen. Her eyes are on Peter. She studies him, wondering what's going through his mind. Wondering what to say to him. Seeing that Peter is turning his head toward her, she turns away. She's the only thing more beautiful to Peter than that skyline. He breathes hard at the resolution that both are seemingly forever denied him. CUT TO: INT. MIDTOWN HIGH CORRIDOR - AFTERNOON Peter walks to his next class, his head down, so he doesn't notice as he walks directly into Flash Thompson- Flash turns- an angry grimace on his face. His anger turns to a mild grumble, spotting that its Peter. Peter is startled by this reaction. FLASH -Parker... PETER ..This isn't the best time for this Flash.. FLASH (Begrudgingly sincere) ..So.. tell me.. What's your secret? Peter is stunned by the question, having so many secrets to keep. FLASH (continuing) I mean.. You've got one of the hottest chicks in school walking on your arm.. Even Harry Osborn seems to like you. And I mean really like you.. Peter is almost touched by this sincere reaching out from Flash. Were he not so inundated by his own pain, he'd be considerate of just how much it takes for Flash to do this. But Peter is inundated by his pain. So the only response he can come up with is- PETER ...I don't have any secrets to share Flash. I don't have time for this now. Flash, feeling rejected after extending himself in a manner that he isn't used to, resorts to his patented reaction to such things- FLASH (Angry, rejected) What? You little maggot! That's what I get for taking a little pity on a loser- Flash cocks his arm and launches a punch. But- Faster than Flash can tell what's happening, Peter grabs Flash's punching arm- whirls Flash's ENTIRE BODY around and SLAMS him against the lockers. For several seconds, Flash is too stunned to respond. Peter's fist is raised, ready to seal the deal. But he stops himself. Seeing Flash helpless against the lockers, Peter relents and releases him. PETER ..Sorry, man.. He turns without another glance and walks sadly away. Flash, just now fully recovering his senses breathes a deep sigh of relief. He watches Peter as he walks off, wondering exactly what just happened. Further down the hall, Gwen has watched the entire exchange. She too wonders what just happened. CUT TO: INT. OSCORP BOARDROOM - AFTERNOON Norman sits at the head of the conference table, surrounded by the members of the board. NORMAN -And so Gentlemen, it is with the deepest regret that I must officially inform you of my partner, colleague and dear friend Mendel Stromm's untimely death. The result of a terrible industrial accident within his robotics laboratory. The circumstances are still under investigation, but it seems a simple case of dear Mendel's ambitions getting the better of his judgment. Working alone in his lab, a little gremlin simply must've gummed up the works causing an explosion. Thank God no other lives were lost.. The board members all nod customarily with less than sincere expressions of concern. NORMAN (continuing) ..Of course, this can do nothing to compensate for Oscorp's loss, but on a slightly brighter note, I'm happy to inform you gentlemen that the Oscorp Cold Fusion project is back on track. Within 1 month's time we will be ready to bring the processor online. BOARD MEMBER 1 (Failing to appear sad over Stromm) 1 month? That's incredible, Norman! (Remembering to be concerned over Stromm) Uh.. A fitting tribute Mendel's memory.. NORMAN (Grinning like the Goblin) I couldn't agree more.. CUT TO: INT. PARKER LIVING ROOM - EVENING Aunt May is watching television. Peter walks into the living room and joins her. AUNT MAY Hi Hon! What are you doing tonight? PETER My evening's free Aunt May.. So it's just you, me and Alex Tribek.. AUNT MAY Two nights in a row, huh? I guess my perfume really is as good as the commercial says! Peter starts to laugh, but then his attention fixes on the television news. NEWS CASTER -Several armed men are escaping with approximately 3 million dollars in jewelry.. The police are in pursuit- Peter tenses. He's ready to spring from his chair- AUNT MAY -Looks like another good night to be off the streets, Peter.. It gets worse out there everyday.. Hearing May's voice reminds him of the threat made toward her by Norman Osborn. Peter restrains his desire to go after the criminals. Shrinking deeper into his seat. THE DOOR BELL RINGS. PETER ...I've got it Aunt May.. Peter goes to the door. Opening it he sees- PETER (continuing) Gwen.. GWEN Evening, Mr. P.. You gonna leave me out in the cold? PETER You? Never.. He welcomes her inside. They enter the living room. GWEN Hi, Aunt May! AUNT MAY (Happily) Gwen! Well, aren't you a sight for sore eyes! Sit down! Can I get you something dear? GWEN I'm fine Aunt May.. I mostly wanted to talk to Peter.. Aunt May, wanting to give them some privacy rises from her chair. AUNT MAY Well.. Let me get us all some fresh pie and milk.. PETER Thanks Aunt May.. Aunt May slips out of the living room, leaving Peter and Gwen alone. PETER (continuing) It's great to see you Gwendy.. GWEN Great to see you too, Pete.. PETER -About the last time we spoke- GWEN -I'm sorry about that Peter.. It was wrong of me to push you so hard.. With everything that's happened to you, losing your Uncle, having to work at the Daily Bugle to help Aunt May.. I should've understood that maybe things would be alot more confusing for you than anyone can see.. You were going to take photos at the Carnival weren't you? Peter is uncertain of what to say, but decides to go with the flow. PETER Uh... Uh-huh. GWEN So why didn't you just tell me that? Peter pauses, searching for something that'll keep Gwen on the same track. PETER Well... It's Aunt May. I know she's gonna have a fit if she finds out I'm taking crime photos for the Bugle.. And I figured.. The more people that know, the more chances there are that'll it get back to her.. GWEN (pondering the weight of his explanation) Uh-huh.. Seeing that Gwen is going for it, Peter figures he'd better make a second strike to keep her going. PETER And let's face it, Gwen.. You're the tough Cop's daughter.. I was afraid you might wanna stick with me.. And I didn't want you to put yourself in any danger.. GWEN (smiles) You don't have to worry about me.. You know I can look out for myself.. But I would've been worried about you though.. PETER ..That's another reason.. Gwen pauses considering everything before she continues. GWEN -I saw what happened today with you and Flash.. Peter becomes concerned. PETER ..I wish you hadn't.. What you saw there wasn't me.. GWEN It was you.. The real you. Peter becomes even more concerned, not knowing how deep her understanding might reach. PETER So.. What do you think? I'm some kind of tough guy? GWEN The guy I saw had a bully pinned down- and even though he could've clobbered him, he let him go. He thinks with his mind and his heart, not his fists.. Peter's heart lightens at her words. GWEN (continuing) That's the guy I always saw in you.. That's the guy I want to be with.. I can give you the time that you need to feel comfortable about sharing whatever it is that you're going through.. That is if you think it's worth trying again.. Gwen reaches for him and takes his hand. Peter smiles at her touch. But then the cloud he's under rises again. And he sees the threat of Norman Osborn, the Green Goblin, and yet another person he cares about being endangered. And he feels yet again the fear of not being able to protect Gwen. PETER I want to Gwen. More than you can know. But you know what? I'm not the guy you thought you saw today. You know the real reason why I finally went at Flash? And the real reason why I let up? It's because I realized that I'm everything he's always said. A loser. A failure. A disappointment to everyone I love. Yeah. Sure. I can perform a trick or two. Yeah, I can fake some cool moves. But when the chips are down- When I really get under the wire- I fold like cheap tent. I don't deserve anyone as wonderful as you, Gwen. And you'll only be hurt hanging around a zero like me. GWEN Pete, how can you say all of this? PETER At least I learned that much from my Uncle Ben.. I guess this is taking responsibility.. It's what being a man is.. Believe me Gwendy it hurts more than I can say telling you this- but I'm just no good for you.. The further you get away from me the better off you'll be.. Gwen is stunned beyond words. All she can do is get to her feet and dash for the door. Aunt May, seeing Gwen tearing out of the house hurries into the living room. AUNT MAY Peter! I couldn't believe what what I heard! PETER You were listening? AUNT MAY Yeah- like you thought I wouldn't? And I'm glad I did! Peter.. No- this isn't right! Peter looks at the ground. PETER It's the truth Aunt May. AUNT MAY No it isn't! (She searches for words) I know this is mostly my fault.. PETER It's not.. AUNT MAY Hearing you say all of that to Gwen.. It was like my words came back to bite me.. Peter- this is not what I wanted.. It's not what your Uncle Ben wanted.. You have to believe in yourself! When your Uncle Ben was killed- I decided that everything good in the world died with him.. And I just decided to lock myself up in this house with my memories.. I thought I needed to protect you from all the ugliness out there. But I can't let you shut the world out like I have.. Your Uncle Ben loved life and he embraced it with all of his heart! I won't let you do anything less with your life.. You owe it to yourself to get back out there and give it your all! And even if you fail- You still win! PETER -But what if what I do hurts you? AUNT MAY The only way you can hurt me is by burying yourself. By depriving the world of all your special gifts. I'd rather go to my grave this minute than see you give up.. Peter Parker- if you really love me- If you really love your Uncle Ben- then you'll go out there and give your all in everything you choose to do.. That's how we raised you- Nothing else matters. Peter is energized by her words. He hugs her tightly and gives her a deeply loving kiss on the cheek. PETER I promise- I won't let the two of you down. AUNT MAY Well- you can start by going to Gwen.. She's made of some pretty special stuff herself.. Reminds me of a certain silver-haired beauty that I know.. Peter smiles warmly. PETER Yeah.. I know. CUT TO: INT./EXT. STACY HOME - EVENING Gwen opens the door to her house, and makes a surprised look. Without a word, Peter grabs her and kisses her passionately. When he releases her, she gasps, startled. Peter considers that he might've gone too far. PETER Gwen, I- Before he can say another word, she grabs him and kisses him just as passionately. PETER (continuing; grinning) Uh.. Thanks. Thanks for believing in me. I just wanted to tell you that. GWEN Well.. I'm glad you didn't tell me over the phone. PETER I have to take care of some things- But I'll be back, soon.. GWEN ..I'll see you soon, Mr. P- CUT TO: INT. CAPTAIN STACY'S STUDY - EVENING Captain Stacy sits at his desk going over police reports, when he hears the RUSTLING WIND suddenly get louder and feels a strong breeze, he looks up to see his window open, and Spider-Man climbing in. CAPTAIN STACY You! Breaking and entering is a crime, wall crawler.. I've looked it up. What do you want? SPIDER-MAN Everything I've ever seen of you says you're a fair man.. Maybe we can help each other.. CAPTAIN STACY I'm not used to making deals with men in masks. But let's hear what you have to say. SPIDER-MAN A question actually.. If someone had plans to run the city's underworld what would that mean to you? CAPTAIN STACY That they planned to have unhappy words with Silvermane.. SPIDER-MAN ..Do you know where Silvermane fluffs his coif? CAPTAIN STACY He's got dozens of buildings all over town. But none that we can pinpoint as his base of operations.. SPIDER-MAN (Pause) Then I guess I'll have to find him the hard way.. He turns to the window. CAPTAIN STACY Wait! I have a few dozen questions to ask you- SPIDER-MAN Another time Cap- I'm not really one for public speaking- But when I have more on Silvermane, I'll be in touch.. CAPTAIN STACY But- With a WHOOSH, Spider-Man is out the window and gone. CUT TO: INT. EMPIRE STATE UNIVERSITY SCIENCE DEPARTMENT - AFTERNOON Peter Parker enters the lab and finds Dr.s Connors and Morbius at work. Hearing Peter enter, Connors looks up from his microscope. PETER Dr. Connors? CONNORS Well, Parker.. When Dr. Warren called me and said he was sending you over, I hurried and made sure our insurance was up to date.. So I can safely say its good to see you again.. Peter laughs and shakes his hand. PETER It's good to see you too Doctor.. And you, Dr. Morbius.. MORBIUS Parker.. They shake hands, and Morbius turns back to his work. CONNORS So, how can I help you Parker? PETER I was told by Dr. Warren that you had access to some equipment that I needed for an experiment I've been working on. CONNORS Yes.. Well, our connection to Oscorp means we get a surplus of supplies.. I'm sure we can spare a few odds and ends for a promising young scientist.. Anything to keep you off the streets.. Peter removes a list from his bag and presents it to Connors. Connors takes the list and studies it. CONNORS (continuing) Hmm.. Okay.. You're not building a bomb, are you? (laughs) I don't think Oscorp would want any of its equipment used for the wrong reasons.. PETER (Smiles ironically) No.. All with the best of intentions.. Connors slaps Peter on the shoulder playfully and stands. CONNORS Come on.. I'll set you up.. Peter follows as Connors walks toward the supply closet. CUT TO: INT. OSBORN MANSION - AFTERNOON Peter, Harry, Gwen and MJ are in the living room watching MUSIC VIDEOS. MJ and Harry are up and dancing to the music. Gwen is trying to get Peter up. GWEN Come on, Pete- PETER Aw, Gwendy.. I don't even have have two left feet. I have hooves.. GWEN ..I think I can get you on the right track- Gwen slides backward and starts to sway to the music in a most graceful and seductive manner. Peter is hypnotized by the swing of her hips. As in reaction to the Pied Piper, he rises to his feet and follows Gwen, moving with gradual ease to the beat. His super human agility proving to be more than just for fighting, his feet stepping lightly and rhythmically. MJ looks over and sees Peter and Gwen gliding across the floor, and is amazed. MARY JANE Whoa, Tiger- You can move! HARRY -It's just some of the patented Osborn cool rubbing off.. I could sell it bottles.. MARY JANE Uh-uh.. You're gonna need every bit of it to hold on to me.. Harry moves in closer to MJ. Peter, across the room does likewise with Gwen. GWEN (Smiling) I think you pick this up pretty quick.. PETER All I needed was to see you swiveling on the floor- the rest was easy.. HARRY Just don't let my dad see us having too much fun, group.. He'll want to charge us admission next time.. The mention of Harry's dad sets off a light bulb in Peter's head, and he remembers his real reason for going there. PETER Hey Gwen it kills me to have to put a pause on this- but- Harry- where's your bathroom? HARRY Down the hall- And don't skimp on the air freshener when you're done.. PETER Hilarious.. Peter gives Gwen a kiss on the cheek and walks down the hall. INT. OSBORN MANSION/CORRIDOR - CONTINUING Peter enters the corridor and a solemn determination takes over his face. He walks past the bathroom and continues walking, searching for something. Peter turns the corner and continues down the adjacent corridor. As he continues walking, he can hear NORMAN OSBORN'S VOICE. Silently, Peter creeps up toward the slightly ajar door of Norman's den. INT. NORMAN OSBORN'S DEN - CONTINUING Peter can see Norman within the den. Norman paces about the den while talking on a cordless phone. NORMAN ..Yes, Jason.. You can expect the isotope shipment tonight. I'll be there myself to inspect the contents.. I'll talk to you later.. He hangs up the phone. He hits the speed dial button and places the phone back to his ear. Peter continues to watch, and sees something very startling. As Osborn's phone call is answered, his manner, his very persona changes completely. NORMAN (continuing) Good evening Mr. Manfredi.. Osborn's voice has also changed. It's deeper and far more sinister. He has fully transformed into The Green Goblin, without a mask. NORMAN (continuing) I'll be there tonight to look over the goods.. And a buffet spread won't bring a frown to my face either.. (pause) Do you order executions with that mouth? Osborn shuts off the phone. He turns toward his desk. Taking note of the Green Goblin statue on his desk, Norman gives it a wink and a friendly slug on the chin. Peter watches as Norman continues into the den, walking without hesitation toward the bookcase at the far wall. To Peter's only slight surprise, the BOOKCASE OPENS and Norman enters the hidden corridor. Taking a moment to be sure Norman isn't turning back, Peter quietly enters the den. He pauses only for a moment to regard the Goblin statue with a sense of disturbance almost as though Norman can see him through the Goblin's eyes. Then he continues toward the secret corridor. INT. NORMAN OSBORN SECRET LAB - CONTINUING Staying close to the wall and out of sight, Peter spies on Norman as he moves busily in his lab. Peter can see that this is where Norman stores his Green Goblin equipment. Norman inspects the equipment, as though he intends to use it in the near future. Norman crosses the room and opens a large, heavy steel door, leading to a supply room. He enters it. Using this opportunity, Peter creeps silently into the lab. In awe, and perhaps a bit of fear, Peter looks about the chamber of scientific horrors. Out of the corner of his eye, Peter catches a view of a figure behind him- he turns- and finds himself face-to-face with the Green Goblin! Peter jumps, then realizes that its only the costume hanging. But in the next instant, Peter's SPIDER SENSE ALARMS- As Norman emerges from the supply room! Peter leaps- high and fast- flipping and clinging to the ceiling. Norman looks around the lab, sensing something unusual- but seeing nothing, he shrugs it off. He doesn't think to look at the ceiling. He turns and leaves. Seeing the coast is clear, Peter drops from the ceiling, landing gracefully and lightly on the floor. He searches the room until his eyes lock on the Goblin's glider, housed and locked on a platform. Peter draws from his pocket a small object in the shape of his spider emblem. He places it under the glider's right wing, and it attaches via a magnet. CUT TO: INT. OSBORN MANSION - CONTINUOUS Back in the living room, Gwen is becoming impatient. GWEN What could be taking Peter so long? HARRY Those Burrito Blitzes can rip right through ya, and Pete had two of 'em.. Where does a guy that skinny put all of that food? GWEN Well, we've gotta motor if we want to get to the movies on time- So Mr. P's gonna have to pop some Pepto Bismal.. Which way is the bathroom, Harry? CUT TO: INT. OSBORN MANSION/CORRIDOR - CONTINUOUS Gwen walks down the corridor, searching for the bathroom. Norman Osborn, as if in perfect, poetic symbolism, emerges from the darkness, deeper within the corridor. Norman's eyes widen at the sight of the beautiful Gwen, as though she were a piece of well-cooked meat. NORMAN My-my.. Look what wandered into my parlor.. Gwen is startled by Norman's sudden appearance, and equally by his sinister manner. GWEN ..I'm uh- I was looking for Peter Parker.. Norman's eyes widen even more at the mention of Peter's name. NORMAN Really? Suspicious thoughts run through Norman's mind. He turns like a stalking wolf toward the open door of his den. He slowly takes a step toward the door- When they hear a FLUSH IN THE BATHROOM. The door to the bathroom swings open and Peter emerges. He's surprised to see the two waiting for him. As Peter exits the door WE SEE THAT THE WINDOW OF THE LARGE BATHROOM IS WIDE OPEN, thus Peter used it to climb in through. Norman is superficially friendly. NORMAN (continuing) Well.. Parker. Nice to see you again. GWEN ..What happened? Did you get lost in there? Peter joins in Norman's act of superficiality. PETER It was such a lovely place.. I was thinking of moving in.. Mr. Osborn, what's the going rate on a palatial bath? NORMAN (laughs) I think we could work something out.. And who's your friend? Peter freezes. He doesn't want to say Gwen's name. But he doesn't want to appear suspicious before Gwen. PETER Oh.. Mr. Osborn.. This is.. This is Gwen.. NORMAN Gwen..? He gestures to Peter expecting a last name. PETER Gwen.... -do-lyn. Osborn raises his hand to shake hers. But it's more like a snake coiling to strike. Peter pulls Gwen away before she can lift her hand. PETER (continuing) Hey.. We better get running if we're going to make that movie Gwendy.. Gwen raises no protest, as she clearly senses something wrong about Norman. NORMAN Now Parker.. You be sure to stay out of trouble.. Peter smirks acknowledging both the quip and the underlying meaning. Peter and Gwen move quickly up the hall. As they turn the corner, Peter looks back. Norman hasn't moved from his spot. They lock eyes, and their true feelings of outright hatred is expressed. Peter and Gwen continue walking. CUT TO: INT. PETER PARKER'S BEDROOM - EVENING Peter sits at his desk. He studies the small black box shown in the opening sequence now outfitted with a directional grid. A SMALL BLIP BEGINS MOVING IN A NORTH-WESTERLY DIRECTION ACROSS THE GRID. Peter's eyes light up with intense excitement. PETER Well Uncle Ben.. This isn't quite the use we imagined for this tracer of ours- but I'm sure you'd approve.. Peter stands and pulls off his shirt, revealing his Spider- Man costume underneath. CUT TO: INT. SILVERMANE WAREHOUSE - NIGHT Within the well-stocked warehouse, the shipment of radioactive isotopes for Oscorp is being shipped out. Fancy Dan and the other Enforcers are supervising the shipment. CUT TO: INT. SILVERMANE OFFICE - CONTINUOUS Silvermane sits within his office. The Green Goblin stands next to him. SILVERMANE ..You've looked over the goods.. I take it you're satisfied? GREEN GOBLIN Very.. SILVERMANE And now about the further arrangements.. GREEN GOBLIN Further arrangements? SILVERMANE For the subsequent shipments.. GREEN GOBLIN Oh. Those. SILVERMANE Of course.. How do you intend to pay for them? GREEN GOBLIN Oh, well.. I figured I'd pay in a lump sum.. Behind Silvermane's back, the Goblin raises his fist, preparing to strike a lethal blow to the old mob boss' head- When suddenly there's an EXPLOSION ON THE MAIN FLOOR. Both Silvermane and the Goblin are startled. CUT TO: INT./EXT. SILVERMANE WAREHOUSE - CONTINUOUS SILVERMANE'S MEN ARE UNDER ASSAULT BY POLICE SWAT TEAMS. TEAR GAS AND GUNFIRE BURST ALL AROUND. CUT TO: EXT. SILVERMANE WAREHOUSE - CONTINUING The police and SWAT vans are placed strategically. THE SWAT CAPTAIN walks over to Captain Stacy. SWAT CAPTAIN Stacy- How'd you know this was the place? CAPTAIN STACY Oh.. I had a little bug dropped in my ear.. Stacy looks up at the rooftops, and sees Spider-Man running across. CUT TO: INT. SILVERMANE OFFICE - CONTINUOUS The Enforcers burst into Silvermane's office. FANCY DAN Boss- The cops are everywhere! We've gotta get you outta here! Silvermane hurries across the room. The Goblin grumbles with frustration. He looks out the window. CUT TO: INT. SILVERMANE OFFICE CORRIDOR - CONTINUOUS The Enforcers surround Silvermane for protection as they move him down the hallway. Suddenly- WITH A CRASH- Spider-Man swings in through the nearby window. SPIDER-MAN Howdy- I'm here to escort Silvermane to Sing Sing.. But don't worry Gramps- Every Thursday is Bingo night.. SILVERMANE So it would appear that our green- skinned friend failed to dispose of you as he'd said.. This is why I never trust a man in a mask.. Gentlemen, exterminate this insect- And the Green Goblin as well- FANCY DAN With pleasure.. The Enforcers close in on Spider-Man. Silvermane hits a switch on the wall, and A SECRET ELEVATOR OPENS. Spider-Man fires a webline, pinning Silvermane's hand to the wall. SPIDER-MAN Wouldn't want you to over-exert yourself running Pops.. Spider-Man turns and is met by Montana's rapidly twirling lasso- MONTANA I'll have 'im strung-up by his neck in a second! Montana hurls the lasso- but Spider-Man quickly dives through the loop before it can ensnare him. Spidey hurtles forward, readying to toss a knock-out punch, but is caught mid-air by the enormous Ox. OX I'll crush him! SPIDER-MAN Hey! Those are my favorite ribs you're squashin'! Ox tries to slam Spidey onto the floor, but Spidey twists and lands on his feet. Using his leverage, he up-overs the Ox and slams him. THE FLOOR RUMBLES FROM THE IMPACT. SPIDER-MAN (continuing) A Weight Watchers candidate if I ever saw one.. As Spidey looks up from the unconscious Ox, his Spider sense flares- Montana fires his Colt Python. Spidey jerks to the side, as the bullet whizzes past him. He immediately fires a webline, snagging the pistol from Montana's grip. At that second, Fancy Dan leaps in, throwing a kick at Spider-Man's head. Spider-man dodges the kick easily, but as Dan continues his spin, he lets off a shot from his 9mm pistol. Spidey has to work a bit harder to dodge this, but does. Fancy Dan continues his assault, with a succession of spinning kicks, complimented by gunshots. SPIDER-MAN (continuing) I don't know what's more impressive- Your karate skills- or the fact that you can find an Armani suit in kiddy sizes.. FANCY DAN You'll be laughin' outta the other side a' your mask when I'm done with you bug-eyes.. Montana whirls his lasso again, and tosses it at Spider-Man. Spider-Man grabs Fancy Dan's thrusting leg and tosses him in the path of the descending lasso. The loop tightens around Dan's body, forcing him to drop his gun. Spider-Man quickly yanks the rope and pulls Montana violently forward before he can release the line. When he's within range, Spider-Man lands a hard punch knocking Montana out. SPIDER-MAN Sorry to disappoint ya, Cow Poke- But you'll have to settle for title of Rodeo Clown! Spider-Man follows with a second punch that takes out Fancy Dan. Spider-Man nets the unconscious thugs in webbing. THE SOUND OF CLAPPING HANDS CAN BE HEARD FROM THE SIDE. Spider-man turns to find the Goblin standing in the doorway of Silvermane's office. GREEN GOBLIN Bravo! Not as stylish as I would've handled them- but you get points for neatness.. Too bad you won't be walking home with the real prize.. SPIDER-MAN -And what's that? GREEN GOBLIN -Your life.. But don't worry- I'll tell dear Auntie May you were a good soldier, just before I toss her into her own oven.. Oh and that little blonde cutie you pal around with- Well let's just say she's gonna be walking a little funny when I'm done with her.. SPIDER-MAN (Angrily) -Normie- When I'm done with you- you're gonna need that mask just to look presentable! Like a loyal servant, the Goblin's glider zooms up behind him. With a leap, he lands perfectly atop the metallic bat. GREEN GOBLIN Time for another spanking, Petey! Spider-Man leaps forward- The Goblin zooms forward on the glider and they clash in mid-air. In the confined space the two attack each other wildly. Below, Silvermane watches the crazed battle, for the first time showing abject fear. The Goblin FIRES A SERIES OF LASER BLASTS which Spider-Man works to dodge in the narrow corridor. ONE BLAST WINGS HIS SHOULDER, BURNING A HOLE THROUGH HIS COSTUME AND SCORCHING HIS FLESH. In escape, Spider-Man drops down the staircase. The Goblin flies after him in pursuit- But as he reaches the bottom of the stairs, Spider-Man appears from the shadows and nails him with a kick to the head. SPIDER-MAN -I guess you're not packing your sleep gas today, huh Gobby? GREEN GOBLIN I don't need it to handle you! They continue their ferocious battle and it spills into the stock area of the warehouse. The police are rounding up the last of Silvermane's men. The Goblin, frustrated by Spider-Man's elusiveness, draws a pumpkin bomb from his pouch and tosses it. Spidey dodges the throw and THE BOMB BURSTS AGAINST THE WALL- THE RESULTING FLAME SPREADS QUICKLY IGNITING THE WOODEN STORAGE CRATES, AND THE FLAMABLE ITEMS CONTAINED WITHIN MANY OF THEM. The policemen, spotting the spreading flames hurry their prisoners out of the building. CUT TO: EXT. SILVERMANE WAREHOUSE - CONTINUOUS Outside, the SWAT Captain calls in the fire department. Captain Stacy stops one of the officers that had just come from inside the warehouse. CAPTAIN STACY What happened to Spider-Man? COP 2 -He's fighting with the other nutcase in the green suit! They're blowin' up the place- Let's hope they both go up with it! Stacy doesn't respond, but his face betrays his worry for Spider-Man as he turns toward the smoking warehouse. CUT TO: INT. SILVERMANE WAREHOUSE - CONTINUOUS Spider-Man is standing on the floor, surrounded by a ring of fire. The Goblin circles overhead, laughing maniacally. GREEN GOBLIN What a beautiful way to die Spider- Man! SPIDER-MAN You'll forgive me if I don't break out in song.. The Goblin draws another pumpkin bomb. GREEN GOBLIN -Let's end this party with a bang! The Goblin tosses the bomb at Spider-Man. Spider-Man fires a webline, snagging the bomb mid-flight. He whirls the line and launches the bomb back at the Goblin- The Goblin moves avoiding a direct hit, but THE BOMB EXPLODES AGAINST THE NEARBY WALL AND THE IMPACT RATTLES HIS GLIDER. The glider's hover is trembling. The Goblin struggles to regain control. SPIDER-MAN You're looking a little shaky, Goblin- Spider-Man fires a webline from each hand, they attach to the underbelly of the glider. SPIDER-MAN (continuing) -Maybe you should take a load off! Spider-Man pulls hard, cap-sizing the glider and toppling the Goblin. THE GOBLIN CRASHES TO THE FLOOR HARD. Spider-Man, his anger still raging, runs across the floor engulfed by smoke and flames. He can see that the Goblin isn't moving. Spider-Man grabs the unconscious Goblin by the collar, ready to pummel him. The jarring awakens the Goblin. He coughs, being overcome by the smoke. Becoming aware of Spider-Man's hold on him, his eyes widen with shock. GREEN GOBLIN -Who- Who are you?! SPIDER-MAN -You've gotta be joking! But Spider-Man does notice that his voice is very different from just seconds ago. GREEN GOBLIN (Fear and confusion mounting) Where am I? Looking about him taking note of the raging fire. GREEN GOBLIN (continuing) We've got to get out of here! He's in near hysterics, and falls back into unconsciousness. Spider-Man studies the Goblin, trying to decide whether this is an act or not. SPIDER-MAN ..No spider sense.. He's not faking.. Spider-Man looks around him as the fire all but consumes the warehouse. THE WALLS AND SUPPORT BEAMS BEGIN TO COLLAPSE. CUT TO: EXT. SILVERMANE WAREHOUSE - CONTINUOUS FIRE FIGHTERS ARE BLASTING THE FLAMING WAREHOUSE WITH WATER, SEEMINGLY TO LITTLE AVAIL. Police load The Enforcers and Silvermane into a police van. The SWAT Captain turns to Captain Stacy. SWAT CAPTAIN ..No way anything is still alive in that inferno.. Stacy shakes his head, lamenting Spider-Man's apparent demise. Suddenly- A SECOND FLOOR WINDOW SMASHES OPEN, AND TWO BODIES DROP TO THE PAVEMENT. The police and fire fighters rush over to them. Spider-Man, unhurt, carefully lowers an unconscious NORMAN OSBORN to the ground. Norman is topless, wearing only a pair of pants, with nothing of his Green Goblin costume remaining. SPIDER-MAN ..I believe this man could use an ambulance.. Captain Stacy runs over to them. He looks at Osborn as the paramedics place him on a stretcher. CAPTAIN STACY Norman Osborn! What was he doing in there? SPIDER-MAN -Must've been a hostage.. Osborn will have an interesting story to tell when he wakes up.. CAPTAIN STACY What about the one you were fighting? SPIDER-MAN The Green Goblin? He died in the fire.. I couldn't save him and Osborn both.. CAPTAIN STACY But what about- SPIDER-MAN You can read all about it in the papers, Cap.. We spiders need our beauty rest.. You don't want to see me with bags under my eyes, do ya? Spider-Man fires a webline. CAPTAIN STACY (laughs) -No.. I guess not.. SPIDER-MAN See you around, Cap.. Spider-Man swings off. CAPTAIN STACY (Smiles) ..Yeah, I'm sure I will.. CUT TO: INT. HOSPITAL WAITING ROOM - NIGHT Harry, MJ and Gwen sit nervously. Peter runs into the waiting room. GWEN Pete! PETER Hey Guys! Harry turns woefully toward Peter. Peter places a comforting hand on Harry's shoulder. PETER (continuing) How's your Dad? HARRY He's got amnesia.. He can't remember anything from the past six months! But the most important thing is he's gonna be okay.. Peter breathes a deep sigh of relief hearing that Norman has no memory of the past 6 months, thus no memory of his secret identity. MARY JANE Can you believe it Pete? Spider- Man saved Harry's dad's life! GWEN My Dad thinks Silvermane and the Green Goblin were trying to extort money or secrets from Harry's dad.. HARRY -Spider-Man really is a hero.. PETER (Smiles slightly) ...Yeah.. I.. I guess maybe he is. Gwen takes Peter's hand lovingly. GWEN Yeah.. But he's no Peter Parker.. Peter smiles even more deeply. A NURSE comes into the waiting room. NURSE Harry? Your father's asking for you.. Harry's a little apprehensive. He looks at Peter. HARRY ..Pete.. Could you come with me? Peter is even more apprehensive for reasons that only he can understand. Harry looks at the Nurse. HARRY (continuing; To Nurse) Is it okay? The Nurse considers this for a moment, but seeing Harry's agitated state, acquiesces. She nods. NURSE It's not policy, but.. Okay.. Harry looks back at Peter. Peter is still hesitant. But in his mind, he resigns that he'll have to face Osborn at some point. So he may as well get it over with it now. PETER (Nodding nervously) Okay.. CUT TO: INT. NORMAN OSBORN HOSPITAL ROOM - CONTINUOUS Harry enters the room. Norman, still hazy turns to him. He makes a weak smile. NORMAN ..Harry.. He extends his hand. Harry walks slowly to his father. Harry extends his hand and clasps Norman's. NORMAN (continuing) It's like I haven't seen you in years.. Harry smiles at the loving sincerity in his father's eyes. Despite his best efforts to hold back, a tear streams down his cheek. HARRY -Same here, Dad.. He embraces his father. Norman joyfully shares the embrace. Peter sticks his head through the door nervously. But the sight of this moment between father and son engulfs him, as he remembers similar moments with Uncle Ben. Harry looks up from the embrace at Peter. He releases his father and directs his attention toward the door. HARRY (continuing) Dad.. You probably won't remember him, but this is my best bud- Peter Parker. Norman turns to Peter. As their eyes meet, Peter becomes worried. Norman looks deeply in Peter's eyes. Something stirs within Norman. His expression becomes fixated as he searches for something through a fog of memory. Peter's tension mounts as he becomes expectant of Norman recognizing him. Norman doesn't take his eyes away from Peter as he gradually lifts his hand, as in extending an accusatory finger- Peter almost readies himself to assume a defensive posture- when Norman's hand turns over expectant of Peter's hand to shake his. NORMAN Peter.. Good to meet you. He smiles warmly. Again, sensing his sincerity, Peter becomes at ease. Returning the smile, he extends his hand and they shake. PETER Good to meet you too, sir. CUT TO: EXT. PARKER HOME - NIGHT Aunt May sits outside of the house for the first time since Ben's death. She takes in a deep breath of the cool evening air with a smile. Peter and Gwen walk up to the house. AUNT MAY Nice to see you two- But isn't it a little late for a school night? She smiles warmly. GWEN I know Aunt May.. That's why I figured I'd better make sure Peter got home safely.. She returns Aunt May's smile. Aunt May regards Peter, and makes an expression of concern. AUNT MAY Peter- you look exhausted! PETER ..I've been doing alot of running around.. AUNT MAY That's fine.. But not too much dear, you're still such a delicate young man.. Peter smiles and nods. They all enter the house. CUT TO: INT. J JONAH JAMESON OFFICE - AFTERNOON Jameson is once again gazing out of his window at the city, puffing his cigar. CAPTAIN STACY (O.S.) Jonah- what is this? Captain Stacy rumbles through the latest edition of the Daily Bugle. Jonah turns to Stacy with a hard puff. JONAH The cold, hard truth! CAPTAIN STACY (Reading from headline) Silvermane captured- Norman Osborn saved from extortion plot involving Spider-Man? Are you kidding? JONAH He was there George! CAPTAIN STACY He tipped us off! JONAH Yeah.. Convenient isn't it? He's in league with Silvermane and that Green Goblin nut, and he figures he can get rid of his partners and have Osborn in his pocket- but too bad for him, the fire starts and he has to bail- so he figures he can save himself by looking like he saved Osborn.. Jameson's eyes roll. A cloud of smoke rises from his cigar. JONAH (continuing) I mean really, George- You couldn't see what was happening in that building.. CAPTAIN STACY No.. Neither could you.. But I've seen Spider-Man up close.. JONAH You've seen a man in a mask. But the day's gonna come when we rip it off of him.. And you know what we'll see? SPIDER-MAN (V.O.) My blushing, dimpled grin? Jameson's cigar leaps from his mouth as he turns to the window to see Spider-Man dangling upside down outside of it. JONAH You! SPIDER-MAN Clever response JJJ- Is there a brain underneath that patch of crab-grass you call hair? JONAH Get out of my window you freak! (Looks down) ..And you owe me a cigar! SPIDER-MAN -My pleasure, Astroturf! Spider-Man fires a webline that snags Jonah's fallen cigar on the floor. Spidey whips it up from the ground. JONAH Hey! Don't dump that sludge in my off- Before Jameson can finish his sentence- SPIDER-MAN FLINGS THE CIGAR BACK INTO JAMESON'S OPEN MOUTH. SPIDER-MAN -And just so you don't lose it again- Spider-Man fires a second webline, sealing Jameson's mouth shut with the cigar inside. Terrified, Jameson struggles to pull in vain the webbing off. SPIDER-MAN (continuing) That ought to give the good people of New York 60 minutes or so of peace. Use that time well, Cap- Stacy tries not to laugh, but doesn't succeed. Spider-Man fires another webline and swings off. DISSOLVE TO: EXT. NEW YORK CITY AERIAL VIEW - DAY WE FOLLOW AS SPIDER-MAN SOARS OVER THE CITY ROOFTOPS ON HIS WEBLINE. SPIDER-MAN (V.O.) ..There are others with great power.. As he says this, WE SEE A RED GARBED, WELL-MUSCLED MASKED MAN LEAP FROM THE ROOF OF A BUILDING JUST BELOW. IT IS DAREDEVIL. A FEW BUILDINGS AWAY, A MAN OF COVERED IN FLAMES LAUNCHES HIMSELF INTO THE SKY, FLYING AWAY WITH A FIERY TRAIL FOLLOWING HIM. IT IS THE HUMAN TORCH. SPIDER-MAN CONTINUES HIS SWING OVER THE CITY. SPIDER-MAN (V.O.) (continuing) -There are some with greater power.. JUST BELOW SPIDER-MAN'S SWING PATH, A SPECTACULARY POWERFUL LOOKING FIGURE WITH LONG,FLOWING BLONDE HAIR AND A RED CAPE WHIRLS A NORSE WAR HAMMER A TAKES OFF INTO THE SKY. IT IS THE MIGHTY THOR. SPIDER-MAN (V.O.) (continuing) But I'll always be true to my trust.. I'll always live up to this oath: With Great Power Comes Great Responsibility.. And there will be only one Amazing Spider- Man.. Spider-Man swings off into the setting sun. FADE OUT. THE END 165
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