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-------------------------



















                            THE AMAZING SPIDER-MAN

                                      by

                                GUY M. DERRITT
                             rawjaded@hotmail.com























                                                       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