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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 Gwen went, but relents.  He
              can see that something is deeply troubling Harry, and that he
              needs to talk to someone.

                                  PETER
                        Nah.. Which way are you going?

              Harry points the opposite direction.

                                  PETER
                               (continuing)
                        Me too.. English class..

              Peter smiles and they start walking.

                                  HARRY
                        -So what was your Uncle like?

                                                       CUT TO:

              INT. PSYCHIATRIST'S OFFICE - AFTERNOON

              Norman Osborn, his head resting in his hand sits across from
              a rather impatient DR. BARTON HAMILTON.

                                  HAMILTON
                        ..Dr. Osborn.. I don't generally
                        take emergency calls so that my
                        patients can read their palms from
                        up close.. Was there something you
                        wanted to talk about?

                                  NORMAN
                               (Exhales hard)
                        The past few days.. I've been
                        seeing things.. Hearing things..

              Hamilton sighs.

                                  HAMILTON
                        ..Look, Dr. Osborn.. I know you
                        never took these sessions very
                        seriously.. You were only
                        complying because of pressure from
                        your board members.. But really..
                        For the first month of your
                        therapy all you did was patronize
                        me.  And now all of a sudden
                        you're having hallucinations?
                        Please. I have dinner reservations
                        at that new French-Cambodian
                        restaurant that took me a month to
                        get..  So if there's nothing
                        further..

                                  NORMAN
                        This is serious.. Dr. Hamilton..
                        I don't know where else to turn..
                        Everyone in my company is plotting
                        against me..

                                  HAMILTON
                        Ah.. Paranoia.. Now we're getting
                        somewhere..

              Hamilton becomes genuinely interested.

                                  NORMAN
                        This isn't paranoia!  This is real!

                                  HAMILTON
                        ..Uh-huh.  Says the gentleman
                        who's hallucinating..

                                  NORMAN
                        No.. The things I'm seeing..
                        hearing.. It's something else..

                                  HAMILTON
                        Go on..

                                  NORMAN
                        When I was a child.. Whenever I
                        did anything wrong.. My  father
                        told me that the Goblins would
                        take me away at night..  When I
                        was ten, he put this figure of a
                        Green Goblin in my room.. He
                        placed it on my dresser so that
                        it's gaze was focused on me when
                        I was in bed.. For the first month
                        I couldn't sleep.. I was falling
                        asleep at school.. When my father
                        was called in by the principal he
                        beat me and a locked me in a
                        closet for hours.. When I went to
                        bed that night he had filled my
                        room with more goblins.. They were
                        surrounding me.. I was terrified..
                        The only way I could sleep was
                        to.. Befriend them..  I gave them
                        all names.. voices..
                        personalities..  They all
                        represented different sides of my
                        own personality.. And the most
                        powerful one.. The king of them
                        all was The Green Goblin.. He came
                        to represent strength to me..
                        Whenever I felt challenged or
                        frightened I imagined that he was
                        inside me.. Pushing me.. It got me
                        through those early years. When I
                        graduated from high school I
                        thanked my father for teaching me
                        to conquer my fears.. Ever since
                        then, I've kept a figure of the
                        Green Goblin with me.. As a good
                        luck charm.. But over the years I
                        hadn't really thought much more
                        about it. That is until recently..

                                  HAMILTON
                        Since the accident..

              Norman nods.

                                  HAMILTON
                               (continuing)
                        You've become fascinated with The
                        Goblin in a fetishistic manner?
                               (Smirks)
                        ..Sexually?

                                  NORMAN
                               (Vacant- distant)
                        ..He talks to me..  He tells me
                        about those plotting against me..
                        Tells me ways that I should..
                        Handle them..

                                  HAMILTON
                        I see.  Well, Norman.. I can give
                        you a prescription for Zoloft..
                        And I want to up our sessions to
                        3 times a week.  For now, I'll
                        just be observing your behavior..
                        I'll decide whether or not you
                        should be hospitalized..

              Norman shakes his head.

                                  NORMAN
                        That can't be right Doctor..

                                  HAMILTON
                        ..Are you going to take my advice,
                        Norman.. Or would you rather
                        receive further counsel from the
                        Green Goblin?

              Hamilton laughs.

              Norman looks at Hamilton with a deep gaze.

                                  NORMAN
                        No.. I don't think that's the best
                        way to deal with this problem..

                                  HAMILTON
                        ..Then what do you suggest?

              An evil glimmer is in Norman's eye.  A grin overtakes his
              face.

                                  NORMAN
                        ..I'm thinking a little.. physical
                        therapy..

              Norman grabs a LETTER OPENER from Hamilton's desk and
              proceeds to STAB HAMILTON THROUGH THE HAND, THE LETTER OPENER
              STICKING IN THE DESK AND PINNING HAMILTON'S HAND.

              HAMILTON LETS OUT A WAIL OF AGONY.

                                  NORMAN
                               (continuing)
                        Ah.. I feel better already.. But
                        you don't sound very good Doctor..

              Hamilton continues to whimper in pain.  Norman leaps on top
              of Hamilton's desk, gripping Hamilton's mouth to silence him.
              We can see that THE GREEN GOBLIN has come to life within
              Norman.

                                  NORMAN
                               (continuing; In a
                                mock caring manner)
                        Let's see what we can do about
                        that..

              Norman looks about the room.

                                  NORMAN
                               (continuing)
                        Well.. No Zoloft around..  Maybe
                        this'll help..

              Norman grabs hold of the Wooden "PSYCHIATRIC EXCELLENCE"
              PLAQUE hanging on Hamilton's wall- AND WHACKS HAMILTON OVER
              THE HEAD WITH IT- KNOCKING HIM UNCONSCIOUS.

                                  NORMAN
                               (continuing; Smiling)
                        I can see immediate improvement..
                        Let's continue the therapy..

              PAN AWAY AS WE HEAR MORE WHACKS.

                                                       CUT TO:

              INT. WAREHOUSE - EVENING

              The warehouse is full of activity, as THE BURGLARY GANG which
              we've been introduced to is in full numbers moving stolen
              goods out of the warehouse.  On the second tier of the
              warehouse, the harvesting is conducted under the watch of THE
              BIG MAN.  Standing 6ft. 6- He is an imposing figure.  Dressed
              in a dark suit, with a Fedora hat and shades, he tops off his
              sinister ensemble with a gold-handled walking stick.

              Burglar 2, who we met during the first night, walks up to Big
              Man.

                                  BURGLAR 2
                        Everything's ready to move, Big
                        Man..

                                  BIG MAN
                        Good.. We've picked this area
                        dry.. Time to move on..

              Suddenly there is the SOUND OF SHATTERING GLASS.  SHARDS FALL
              FROM ABOVE THEM.  They look up to see that the skylight has
              been destroyed- AND THAT A SHADOWY FIGURE IS FALLING TOWARD
              THEM.

              THE FIGURE LANDS HARD BUT GRACEFULLY ATOP A NEARBY TABLE.  A
              HANGING LAMP UPSET BY THE RUCKUS SWINGS BACK AND FORTH INTO
              THE SHADOWS- AND WE SEE THE FIGURE OF SPIDER-MAN. IN MIDNIGHT
              BLUE AND BLOOD RED, COVERED IN A MESH OF SPIDER-WEBBING.  HIS
              FULL FACE MASK AND REFLECTIVE EYE LENSES GIVE LITTLE HINT
              THAT THIS IS A HUMAN BEING STANDING BEFORE THEM.  WITH THE
              FRIGHTENING ELEGANCE OF HIS NAMESAKE HE MOVES TOWARD THE
              STARTLED GANGSTERS.

                                  BIG MAN
                               (continuing)
                        What the hell is that?

                                  SPIDER-MAN
                        Don't mind me boys- I just saw you
                        were moving and figured maybe I
                        could get a bargain on a Karaoke
                        machine..

              Burglar 2 draws a pistol and opens fire.  Spider-Man dodges
              the first shot and is on top of him before he can get off a
              second.  Spider-Man knocks the gun from his hand, and renders
              Burglar 2 unconscious with a single blow.  Holding the
              insensate thug in one hand, Spidey turns toward Big Man.

                                  SPIDER-MAN
                               (continuing)
                        Haven't you ever heard that the
                        customer is always right?  I'm not
                        recommending this place to my
                        friends..

                                  BIG MAN
                               (Fearful)
                        You're crazy!

              But the commotion and gunfire has alerted the rest of Big
              Man's gang.  As a mass they come charging up the stairs- guns
              cocked and chambered.

              Spider-Man turns toward them.

                                  BIG MAN
                               (continuing; Ordering
                                his men)
                        Light that freak up!

              Spider-man tosses the unconscious thug effortlessly- hitting
              Big Man, and knocking him to the ground.

                                  SPIDER-MAN
                        -You boys take a seat- I want you
                        to be comfy when you see this-

              Spider-Man leaps and somersaults over the crowd of hoods on
              the stairs.  They can't get a bead on him and fire wildly
              above their heads. SPIDER-MAN BOUNCES FROM THE CEILING TO THE
              ADJACENT WALL, AND DROPS TOWARD THEM LIKE A FALLING MISSILE.

              Spider-Man is quickly overtop of the crowd. Blinding fast
              punches and kicks send the crooks flying in all directions.
              They're completely overwhelmed in seconds.

              Spider-Man, CLINGING BY HIS FEET TO THE WALL, presses the
              middle and ring fingers of both hands into his upright palms-
              in answer to the strange gesture- NETS OF WEBBING SPRAY FROM
              TUBES HIDDEN WITHIN THE WRIST-AREAS OF HIS COSTUME.

              THE CROOKS ARE COVERED AND IMMOBILIZED BY THE WEBBING.

              Spider-man calmly turns back to Big Man.

                                  SPIDER-MAN
                               (continuing;
                                Spreading his arms
                                wide like a
                                performer)
                        Taa-Dahh!

              Big Man is too frightened to respond.  Spider-man's shoulders
              drop in mock sulking manner.

                                  SPIDER-MAN
                               (continuing; pause;
                                Sighs)
                        This is the part where you applaud
                        and throw money..

              Big Man, frightened and at the same time enraged gets to his
              feet and moves in.

                                  BIG MAN
                        All the time it took to put this
                        gang together You think The Big
                        Man is lettin' some wallcrawlin'
                        freakshow in a fright-mask bust it
                        up in a few seconds?

                                  SPIDER-MAN
                        Well.. Yeah, Kinda..

              Big Man charges swiping hard at Spider-man with his cane.
              Big Man flips the cane and exposes a knife at the tip.
              Spider-man easily dodges the swings.  Big Man uses the moment
              to smoothly draw a pistol.  But as he whirls it in front of
              him, Spider-Man kicks it from his hand.

                                  SPIDER-MAN
                               (continuing)
                        Look pal- I get all dressed up for
                        you guys and this is the thanks I
                        get? Some people just don't know
                        the how to show a little
                        appreciation..

              Spider-man swings a hard left and connects on Big Man's jaw,
              sending him flying across the room.  His unconscious body
              slams into the wall.

              Spider-Man drops from the wall. He studies the landscape and
              sees that all of the gang are either unconscious or
              immobilized. Under the mask, Peter Parker sheds his shield of
              bravado and is in awe of what he's just accomplished.

              There's a BANGING NOISE BELOW.  POLICE COME CRASHING THROUGH
              THE FRONT DOOR.

              Spider-Man looks down.  The police spread out ready for a
              fire fight and are stunned by what they see.

              Captain Stacy leads the men, looking at the webbing that
              covers so many of the criminals with complete puzzlement.  He
              looks up to the second floor.  He spots a shadowy figure
              standing over Big Man.

                                  CAPTAIN STACY
                        Freeze!

              But the figure does not freeze.  He glances down at the
              police below.

              A NEWS CAMERA CREW ENTERS, VIDEOTAPING THE SCENE.

                                  SPIDER-MAN
                        No need for that boys- I'm on your
                        side..

                                  CAPTAIN STACY
                               (To Cops)
                        Get up there..

              Spider-Man, still in the shadows lifts his arm toward the
              ceiling, and fires a webline.

              Avoiding the webbed up thugs, Stacy runs up the stairs.

                                  CAPTAIN STACY
                               (continuing)
                        Wait!

              Spider-Man ascends rapidly on his webline.

                                  SPIDER-MAN
                        Sorry! Cameras make me break out
                        in hives!

              As Stacy and the others reach the second tier, Spider-Man
              disappears through the skylight.  They all continue looking
              up there for several seconds trying to determine whether this
              was a mass-hallucination.

              One of the policemen looks over The Big Man's still
              unconscious form.  He discovers a note resting atop his
              chest. Stacy looks at it.

                                  CAPTAIN STACY
                               (Reading)
                        .."Compliments of your friendly
                        neighborhood Spider-Man"..

              The News Cameraman focuses his camera on the note.

                                  CAPTAIN STACY
                               (continuing)
                        ..Spider-Man..

              Stacy looks back up at the skylight.

                                                       CUT TO:

              INT. PARKER HOME - EVENING

              Peter enters the house excitedly SLAMMING the door.

                                  PETER
                               (Happily)
                        Hey- Aunt May!

              Peter looks to his left to see that Aunt May is in the living
              room, watching television with her friend Anna Watson.

                                  PETER
                               (continuing)
                        Oh- Hello Mrs. Watson..

                                  MRS. WATSON
                        Hi Peter-

                                  AUNT MAY
                        Peter- you're just in time-

              Peter looks deeper into the living room and sees ANOTHER
              FIGURE THERE, WALKING TOWARD HIM.

                                  AUNT MAY
                               (continuing)
                        -To meet Anna's niece, Mary Jane..

              The wind is knocked out of Peter. As we get a glimpse from
              his POV, we see why.  MARY JANE WATSON is a walking heart-
              attack.  Fiery red hair that matches her personality, face of
              an angel with sparkling green eyes, a body that adds an
              exclamation point to all of this and a smile that seals the
              deal.

                                  PETER
                        ..Mary Jane.. Nice to meet you..

                                  MARY JANE
                        Nice?  Face it, Tiger, you just
                        hit the jackpot..

              The words roll off of MJ's tongue as smooth as fine wine.
              Peter is more shaken by that sentence than any of the bullets
              fired at him an hour earlier combined. When he recovers, he
              starts to speak-

              But he's cut-off by the EVENING NEWS ON THE TELEVISION.

                                  NEWS CASTER
                        ..We have breaking news of the
                        arrest of a gang of burglars that
                        have been terrorizing Eastern
                        Queens with break-ins and at least
                        one homicide..

              May is agape at hearing this.

                                  PETER
                               (To May)
                        -Aunt May, that's what I wanted to
                        tell you- The guy who shot Uncle
                        Ben- His whole gang was caught!

              On the screen, A news reporter is interviewing Captain Stacy.

                                  TV STACY
                        ..We received an anonymous tip
                        that someone had tracked the
                        members of the gang to this
                        warehouse, and discovered that it
                        was the hub of their operation.

                                  REPORTER
                        What about this Spider-Man that
                        allegedly had a hand in their
                        capture?

                                  TV STACY
                        We have no comment on that yet.
                        It's still under investigation..

              The news cuts back to the News Caster.

                                  NEWS CASTER
                        Who is Spider-Man?  This will be
                        the question on the lips of all of
                        New York..

              The news cuts to THE SHADOWY VIDEO FOOTAGE OF SPIDER-MAN
              ASCENDING ON HIS WEBLINE THROUGH THE SKYLIGHT.

              Peter looks at the footage proudly beaming.

                                  MARY JANE
                        Ooohh.. That Spider-Man looks hot..

              Peter smiles. He again turns to MJ ready to say something
              when-

              Aunt May turns to them, a distasteful twist to her mouth.

                                  AUNT MAY
                        He looks creepier than the
                        criminals he caught.. What kind of
                        monster must he be? Peter- I don't
                        want you out on the streets at
                        night.  You might run across that
                        creature..

              Peter is deeply wounded by this. He doesn't know what to say.

                                  PETER
                        Uh.. excuse me.. Uh.. It was nice
                        meeting you Mary Jane..

              Bothered, Peter turns away from them and climbs the stairs.

                                  AUNT MAY
                        Wash-up for dinner, dear..

                                                       CUT TO:

              INT. PETER PARKER'S BEDROOM - CONTINUING

              Peter closes the door to his room. Still hurting from May's
              words, he sinks into his chair, wondering if he'll ever find
              acceptance for who he is.

                                                       CUT TO:

              INT. MIDTOWN HIGH CORRIDOR - AFTERNOON

              The corridor is filled with students. And the topic of
              interest to everyone is Spider-Man.

              Students are all carrying THE DAILY BUGLE newspaper that runs
              the headline: "SPIDER-MAN" NESTS IN NEW YORK.

              Flash Thompson is at the center of a crowd of students
              debating the issue.

                                  FLASH
                        -Did you see the way he flew
                        through that skylight?  It was the
                        coolest frickin' thing I've ever
                        seen!  He trashes the gang and
                        disappears.. Reminds me of what I
                        did to Standard High's defensive
                        line last week..

              Peter overhears this and lights up. He walks toward the crowd
              ready to add something. Flash spots Peter, and scowls.

                                  FLASH
                               (continuing)
                        The really great thing about
                        Spider-man is that he's the exact
                        opposite of a zero like Peter
                        Parker..

                                  PETER
                               (Sneers)
                        -Is that right Thompson?  Well
                        I've got a surprise for you-

              Peter is cut off by another STUDENT chiming in.

                                  STUDENT
                        -Well that Jameson guy of The
                        Daily Bugle says that Spider-Man
                        was trying to muscle the racket to
                        take it over himself.  He's
                        putting pressure on the cops to
                        track Spider-Man down..

              Peter is worried at the sound of this.  Flash waves off the
              student to shut him up.

                                  FLASH
                        Please.. And what do YOU have to
                        say Parker?

              Peter is uncertain now, his fervor squelched at the thought
              of the Police coming after him.

                                  PETER
                        ..Uh.. I.. I agree.. The cops
                        oughtta keep the streets safe..
                        for n-normal folks..

              Peter turns away quickly.  Flash and the others laugh at
              Peter's apparent fear of Spider-Man.

              Peter walks the hallway with his head down.

                                  GWEN (O.S.)
                        Yeah- amazing how feet just keep
                        moving in the same direction
                        seemingly on their own..

              Peter looks up and smiles at Gwen.

                                  PETER
                        Hi Gwen..

                                  GWEN
                        Carrying the weight of the world
                        Pete?

                                  PETER
                        More like the known universe.. I'm
                        just looking down cause I don't
                        wanna see the inevitable safe when
                        it falls on my head.

                                  GWEN
                        That's not a healthy attitude..

              Peter thinks to himself.  He squeezes some nerve up from the
              pit of his stomach.

                                  PETER
                        ..Well..  There's one thing to do
                        about it..  Like a night out with
                        the most gorgeous woman my eyes
                        have ever feasted on.  And just by
                        coincidence.. She's standing right
                        in front of me.

              Gwen is taken aback by Peter's boldness, and
              uncharacteristically blushes.

                                  GWEN
                        What can I say to that?

                                  PETER
                               (With sudden, Spider-
                                Man cool.)
                        It's not a multiple choice
                        question..  Yes is the only
                        acceptable answer..

                                  GWEN
                        Well.. Not wanting to flunk this
                        test.. I guess I have to say yes
                        then. I'll see you Friday night..

              She runs her hand across Peter's cheek, and walks away a like
              a line from sweet poetry.  Peter watches, again disbelieving
              what he's accomplished.

                                  PETER
                               (To himself)
                        Parker- YOU ARE THE FREAKIN' MAN!!!

              He pumps his fist and struts off.

                                                       CUT TO:

              EXT. FIRST NATIONAL BANK - DAY

              Several police cars, siren lights flashing are lined up out
              side of the bank.  The police are in defensive positions
              behind the cars, their weapons drawn as they watch the door
              to the bank.

              A SHRILL, BLARING NOISE IS HEARD- AND THE METALLIC DOORS OF
              THE BANK BEGIN TO TREMBLE VIOLENTLY- AND SHATTER LIKE GLASS.

              The police lieutenant orders his men to fire tear gas shells
              into the open door.  They comply, and THE ENTRY WAY IS SOON
              COVERED IN SMOKY GAS.

              Slowly, a figure begins to emerge. It is THE SHOCKER. A
              bizarre super criminal decked out in a leather and gold
              insulated suit.  On each wrist are his metallic VIBRO SHOCK
              GAUNTLETS, the mechanisms through which he produces his
              devastating blasts.

              He stands with a huge sack of stolen cash, unconcerned by the
              small battalion of Police.  He extends both hands, and
              pressing buttons on each of the Vibro units with his thumbs,
              UNLEASHES A POWERFUL BLAST WHICH DENTS AND THRUSTS THE
              NEAREST POLICE CARS.

              THE POLICEMEN USING THE CARS AS BARRIERS ARE BLOWN A DOZEN
              FEET AWAY.

              The Shocker laughs and steps back within the bank.  He lets
              loose with another blast, and the ENTRY STRUCTURE COLLAPSES,
              barring any entry by the police.

              Lugging his sack of cash, The Shocker makes his way across
              the floor of the evacuated bank.

                                  VOICE (O.S.)
                        -That's illegal..

              The Shocker looks up in the direction of the voice and sees
              hanging above him-

                                  SHOCKER
                        -Spider-Man! ..Of course it's
                        illegal you web-headed psycho-
                        It's a bank heist!

                                  SPIDER-MAN
                        Well, yeah.. But I was referring
                        to your manners.. Didn't your
                        mother teach you it was impolite
                        to point?

              With that Spider-Man flips down and lands a hard kick to The
              Shocker's head, flooring him.

              But to Spider-man's surprise, The Shocker gets up.

                                  SPIDER-MAN
                               (continuing)
                        You see? That's what I'm talking
                        about- When I knock you down, you
                        could have the common courtesy to
                        stay there..

                                  SHOCKER
                        You think I'm one of those punks
                        you can lean on?  I'm The Shocker-
                        And I've got lots of surprises in
                        store for you-

              SHOCKER FIRES A BLAST- SPIDER-MAN DODGES IT, BUT THE WALL HE
              HAD BEEN ON COLLAPSES BEHIND HIM, AND HE MUST DODGE THE
              FALLING DEBRIS.

                                  SHOCKER
                               (continuing)
                        -And the biggest surprise of all
                        is gonna be your death..

              SHOCKER FIRES NUMEROUS BLASTS, PUNCHING HOLES IN THE WALLS AS
              SPIDER-MAN WORKS TO DODGE BOTH THE BLASTS AND THE COLLAPSING
              STRUCTURES AROUND HIM.

                                  SPIDER-MAN
                        You know Shocker-

              HE DODGES ANOTHER BLAST.  FIRING A WEBLINE, HE SWINGS THROUGH
              THE RESULTING HOLE AND DISAPPEARS.  SHOCKER CHASES AFTER HIM.

              Then suddenly Spider-man pokes his upside down head out of
              the hole to look back at The Shocker.

                                  SPIDER-MAN
                               (continuing)
                        -You're never gonna make any new
                        friends with that negative
                        attitude-

              Spider-Man lands a hard punch on The Shocker's head.  The
              Shocker EMITS A VIBRATION FIELD AROUND HIS BODY, protecting
              himself from Spider-Man's blow. Spider-man is wowed at the
              sight of this.

                                  SPIDER-MAN
                               (continuing)
                        Now that's discouraging..


                                  SHOCKER
                        You won't have to live with being
                        a failure much longer, I promise
                        you.. Not with my vibration field
                        to protect me, and my vibro-blasts
                        to finish you..

              Shocker fires another blast- Spider-Man leaps above the blast.

                                  SPIDER-MAN
                        But that has me thinking-

              SPIDER-MAN SOMERSAULTS AND FIRES TWO WEBLINES TOWARD THE
              SHOCKER.

                                  SPIDER-MAN
                               (continuing)
                        If you can't fire those blasts-
                        you can't threaten poor
                        defenseless little me-

              SPIDER-MAN'S WEBLINES PIN BACK THE SHOCKER'S THUMBS SO HE
              CAN'T FIRE HIS BLASTS.

                                  SPIDER-MAN
                               (continuing)
                        And that just makes me as warm and
                        fuzzy as a Hallmark card!

              Spider-Man leaps forward, again punching The Shocker.  This
              time, without the protection of his vibration field, laying
              The Shocker out. He stands over The Shocker's defenseless
              body.

                                                       CUT TO:

              A BULLDOZER CRASHES THROUGH THE DEBRIS OBSTRUCTED ENTRY TO
              THE BANK.

              POLICE SWAT UNITS CHARGE IN, only to find the unconscious
              Shocker dangling in a net of Spider-Man's webbing, with the
              familiar note attached, and the bag of stolen money on the
              floor below.

                                                       CUT TO:

              THE PREVIOUS SCENE IS NOW NEWS FOOTAGE BEING BROADCAST ON
              TELEVISION.

              PULLBACK, AND WE ARE:

              INT. SILVERMANE OFFICE - NIGHT

              Silvermane and his Enforcers watch the NEWS BROADCAST.

                                  NEWS CASTER
                        These dramatic images of Spider-
                        Man's battle with Herman Schultz,
                        who calls himself The Shocker,
                        were captured on the First
                        National Bank's surveillance
                        system..

              IMAGES FROM VARIOUS ANGLES DEPICT THE BATTLE BETWEEN SPIDER-
              MAN AND THE SHOCKER.

                                  SILVERMANE
                        ..This is cause for concern,
                        gentlemen..

                                  FANCY DAN

                        ..What's the big deal, boss?
                        Another hi-tech costumed clown
                        bites the dust, I say good
                        riddance to 'im.  They give us
                        legitimate gangsters a bad rep..

                                  SILVERMANE
                        My concern is not with this
                        glittering buffoon, Fancy Dan..
                        It's with Spider-Man.  He
                        considers himself as hero.
                        Apparently incorruptible..

                                  OX
                        How do you know he's in-cor-
                        tup-ible Boss?

                                  SILVERMANE
                        The video footage shows the spoils
                        of this Shocker's heist left
                        untouched..  Spider-Man would not
                        take anything.. Even as a reward
                        for his work.. Such a man can
                        prove to be a thorn in our side..

                                                       CUT TO:

              INT. NORMAN OSBORN SECRET LAB - CONTINUOUS

              Norman Osborn is busy at work on the construction of some
              type of mechanical device.  But he too watches the newscast.
              He stops to closely study the footage of Spider-Man in
              action. He increases the volume on the television.

              The Spider-Man story finishes. Norman goes back to work.  The
              focus goes back the Newscaster.

                                  NEWS CASTER
                        ..In local news, police are
                        baffled at the sudden
                        disappearance of noted
                        Psychiatrist Dr. Barton Hamilton.
                        It had been assumed that he had
                        left on a spur of the moment
                        pleasure trip, however family and
                        friends have yet to hear from him..

              As Norman hears this, a grin comes over his face.

              IN THE BACKGROUND, WE CAN SEE A FULLSIZE MASK OF THE GREEN
              GOBLIN HANGING.

                                                       CUT TO:

              INT. PETER PARKER'S BEDROOM - NIGHT

              Spider-Man climbs through the window of the bedroom.  Peter
              removes his mask.

              Reaching into his closet, he pushes a spare Spider-Man
              costume aside and grabs a fresh set of clothes.  He goes
              about changing out of his costume.

                                                       CUT TO:

              INT. PARKER DINING ROOM - CONTINUOUS

              Peter descends the stairs.

              When he reaches the ground floor, he glances over and sees
              that Aunt May is sleeping on a lounge chair in the living
              room, with the television on. The News is still playing on
              the TV.

              Peter turns off the TV.  He kisses May on the forehead.  She
              stirs slightly but doesn't wake.

                                                       JUMP CUT:

              Peter emerges from the kitchen with a plate of food.  He sits
              down at the dining room table and starts eating.  As he does,
              he notices several letters spread out across the table.  He
              glances at one.  It's an electric bill with a turn-off
              notice.  Concerned, he looks at the other letters.  They are
              all past due notices.  A look of worry overtakes Peter's
              face.

              He grabs hold of the Daily Bugle newspaper resting on the
              table, and flips to the Classifieds.

              At that moment, May stirs again.

                                  AUNT MAY
                               (Sleepily)
                        ..Peter? Have you eaten?

              Unnerved at the sound of her voice, Peter drops the paper.

                                  PETER
                        -Uh, yeah Aunt May.. I'm eating
                        right now..

              He reaches to pick up the paper and notices on the front page
              an offer of reward for photos of Spider-Man.  The wheels
              begin turning in Peter's head.

                                                       CUT TO:

              EXT. ROOFTOP - DUSK

              Spider-Man is perched atop the dome-shaped tower of a
              building. He looks upward, expectantly.  His guard at the
              ready.

              AS A SOUND OF RUSTLING WIND IS HEARD FROM ABOVE, A SHADOW
              DESCENDS UPON HIM.

              REVERSE ANGLE- THE VULTURE, Wings spread like a bird of prey
              on the attack, descends fast.

                                  VULTURE
                        Your doom is upon you, Spider-Man..

                                  SPIDER-MAN
                        If my doom will spare me more
                        pathetic banter like that, it's
                        the best news I've heard all day!

              But Spider-Man dives from the tower at the last second
              forcing the Vulture to miss in his attempted strike.

              Spider-Man fires a webline attaching to the rooftop and
              swings in an upward arc.

              The Vulture swoops gracefully upward, seeking to mount
              another attack.

              But Spider-Man's swing continues up and OVER the Vulture- his
              webline wrapping around the Vulture's upper body.  This pins
              the Vulture's left wing to his body, upsetting his flight.

              Landing on the roof, Spider-Man yanks on his webline, forcing
              the Vulture to slam into the rooftop.

              THE VULTURE, USING THE SHARP EDGES OF HIS WINGS BEGINS TO CUT
              HIMSELF FREE OF THE WEBBING, WHILE SIMULTANEOUSLY TAKING
              SWIPES AT SPIDER-MAN.  SPIDER-MAN HOWEVER LEAPS OVER THE
              ATTACKS, AND FIRES MORE WEBBING AT THE VULTURE FROM VARIOUS
              ANGLES, EACH LINE PINNING THE VULTURE MORE SECURELY TO THE
              ROOFTOP, UNTIL FINALLY THE VULTURE IS COMPLETELY IMMOBILIZED.

              On the side of the roof, a CAMERA DANGLES, snapping pictures
              automatically.  Spider-Man grabs the Vulture by the neck and
              forces him to look into the camera.  Spider-man poses next to
              the Vulture, waving into the camera.


                                  SPIDER-MAN
                               (continuing)
                        I can get double prints of these
                        made- I'll send them to you in
                        prison if you like. Maybe next
                        year we can do Disney World..

              The Vulture snarls at him.

                                                       CUT TO:

              INT. J JONAH JAMESON OFFICE - AFTERNOON

              J JONAH JAMESON, early fifties, constantly chomping on a
              cigar stands in the window of his office, looking out over
              his city.  He's the ultimate newspaper man.  He even speaks
              in blurbs.  A skinflint. An angry cynic who's seen the worst
              of the world, and now believes he has it all figured.

                                  JONAH
                        ..I've looked out this window
                        everyday for the last 20 years,
                        gentlemen.  But I tell ya, right
                        now I don't recognize this city..

                                  ROBBIE (O.S.)
                        -Is that the opening of this
                        week's editorial Jonah, or are you
                        just waxing poetic for us?

              Jonah turns to JOE "ROBBIE" ROBERTSON, his city editor
              regarding him with a hard puff of his cigar.  African
              American, in his mid 40's he's got the build of a former
              heavyweight boxer.  But he's also got an accommodating
              smile, and is always looking for the good in others. He's the
              anti-Jonah, which is probably why they've worked so well
              together for so long.  Robbie has learned to read Jonah's
              cigar puffs like smoke-signals.  A slow puff means
              thoughtfulness.  A hard puff means impatience.

              Seated next to Robbie is Captain Stacy, a longtime friend to
              both men.

                                  JONAH
                        I'm serious, Robbie..
                               (Pauses, thinking)
                        Although that would make for a
                        great opening...

                                  CAPTAIN STACY
                        How about getting to the point,
                        Jonah?

                                  JONAH
                        What I'm saying George is that
                        we're being overrun by psychos
                        with all these weird abilities.
                        It's not like during the big war..
                        When we had guys like Captain
                        America, that we could trust..

                                  ROBBIE
                        ..But Cap is still around, Jonah..

                                  JONAH
                        Yeah- but he's running around with
                        the Avengers now.. With that
                        longed haired hippy- Thor.. And
                        even worse, we've got the
                        Fantastic Four soaring around the
                        city.. Then in New Mexico there's
                        that monster they call the Hulk..
                        What's the world coming to?  Now
                        there's this Spider-Man.. And I'm
                        telling you he's got to be the
                        worst one of them all..

                                  CAPTAIN STACY
                        This wouldn't have anything to do
                        with his saving your son John
                        during that test flight mishap
                        would it?

                                  JONAH
                        That's just a symptom of the
                        problem, gentlemen.. He crawls
                        around the city, spinning those
                        disgusting webs- hiding himself
                        under that creepy mask.. At least
                        the Fantastic Four show us their
                        faces..  We know their real
                        names.. What do we know about
                        Spider-Man? Where does he live?
                        In a cellar?  In a cave? Does he
                        suck blood?  And all of this under
                        the guise of being some kind of
                        hero...

                                  ROBBIE
                        But he has done alot of good..

                                  JONAH
                        I'm saying it's all calculated on
                        his part.. He sets up some low-
                        lives in front of the cameras..

                        All to make himself look like he's
                        on the side of the angels..  but
                        I'm not fooled.  It's all to cover-
                        up his true agenda..

                                  CAPTAIN STACY
                        -Which is?

                                  JONAH
                        How the hell should I know?  I
                        don't spin webs or eat vermin..
                        But I'm gonna find out.. The Daily
                        Bugle is this city's last bastion
                        of truth..

                                  ROBBIE
                               (Sarcastically)
                        Is that the new tagline for our
                        advertising?

                                  JONAH
                               (Short Puff)
                        No!
                               (Pauses, thinks)
                        Well..

                                  CAPTAIN STACY
                        Look Jonah.. I have my questions
                        about just what Spider-Man is up
                        to as well.. He might've been
                        involved in the death of a
                        suspect..

                                  JONAH
                               (Vindicated)
                        Ah hah!

                                  CAPTAIN STACY
                        -But... It's also possible it was
                        an accident..  Until I know more,
                        and I intend to know more- I'm
                        willing to take Spider-Man's
                        assistance to law enforcement at
                        face value.. The ones he's
                        captured have all been proven
                        criminals..

                                  JONAH
                        You're not goin' pinko on me, are
                        you George? I'm looking for your
                        help..

                        I want you to work in conjunction
                        with our investigations into what
                        these costumed vigilantes are
                        doing- with particular emphasis on
                        Spider-Man..

                                  CAPTAIN STACY
                        Well.. I'm not for witch hunts,
                        Jonah.. But I'll help you in any
                        way I can..

              Jonah makes a smile that one imagines resembles that of a
              crocodile.  He puffs his cigar rapidly, signaling pleasure.

                                  JONAH
                        That's great George..

                                  ROBBIE
                               (Turns to Stacy)
                        George, maybe we can grab a cup of
                        coffee and I can pick your brain
                        for ideas about Spider-Man..

                                  CAPTAIN STACY
                        Sounds good, Robbie..

              They rise out of their seats.

                                  JONAH
                        Okay fellas, you go to it..

                                                       CUT TO:

              INT. DAILY BUGLE OFFICES - CONTINUOUS

              Peter Parker is standing in front of the desk of Jonah's
              secretary BETTY BRANT. 19, brunette, she's pretty and perky,
              and ably constituted to dealing with the long-suffering duty
              of being Jonah's assistant.

                                  BETTY
                        ..Mr. Jameson is in with his
                        editor and a guest.. As soon as
                        they're finished-

              She glances over and sees Robbie and Captain Stacy exiting
              the office.

                                  BETTY
                               (continuing)
                        Oh- they must be done..

              Peter spots Captain Stacy, and gets nervous.  He doesn't want
              Stacy to know of any connection between himself and Spider-
              Man.  He unceremoniously ducks down.

              Betty walks over to Jonah's office and knocks on the door.

              INT. J JONAH JAMESON OFFICE - CONTINUING

              Betty enters.

                                  BETTY
                        Mr. Jameson- There's a young man
                        here to show you some photos..

              Jonah is behind his desk looking over some stories.  He
              doesn't look up.

                                  JONAH
                        More human interest crap from an
                        amateur?  Send him to see Ned
                        Leeds..

                                  BETTY
                        He says they're of Spider-Man..

              Jonah nearly swallows his cigar.  Then he tries to appear
              cool.

                                  JONAH
                        Send him in, Miss Brant.

              INT. DAILY BUGLE OFFICES - CONTINUING

              Betty turns around, and doesn't see Peter.  She walks over to
              her desk, and sees Peter hunkered down beside it.

                                  BETTY
                               (puzzled)
                        ..Uh.. Mr. Jameson will see you
                        now..

              Peter peeks up to see if Captain Stacy is gone.  Seeing that
              the coast is clear, Peter stands, now trying to recover
              whatever dignity he can in front of Betty.

                                  PETER
                        Uh.. Thank you.
                               (Pause)
                        I was just uh.. Admiring the
                        texture of the wood on the side of
                        your desk.. I'm.. fascinated
                        with..

                               (He realizes he
                                should quit while
                                before things get
                                worse)
                        Mr. Jameson's office is that way?

              Betty nods patronizingly.

              Peter walks toward Jonah's office.

              INT. J JONAH JAMESON OFFICE - CONTINUING

              Peter enters.

                                  JONAH
                        Sit down, kid.. I understand
                        you've got some pics you're hopin'
                        I'll take off your hands.

              Peter sits.


                                  PETER
                        My name is Peter Parker.. And I've
                        got exclusive shots of Spider-Man,
                        Mr. Jameson..

                                  JONAH
                        ..Well.. I never buy from
                        amateurs.. But I'm feeling
                        generous today.. Let's see 'em..

              Peter hands him the folder full of shots.

              Jonah flips through them, and fights to hold back  his
              excitement. He frowns.

                                  JONAH
                               (continuing)
                        Where'd you take these from?
                        Underwater?
                               (He continues
                                flipping)
                        What is this? A shot of Spider-Man
                        or a lady bug?
                               (He flips again)
                        Ya ever heard of FOCUS, kid?
                        FOCUS! Look- Just cause I don't
                        want you on the hard streets
                        stealing apples off of a cart,
                        I'll give you 25 bucks a shot..

                                  PETER
                        -The Globe is offering 60..

                                  JONAH
                        Sure.. Cause the only other story
                        the Globe has to run is whether
                        the city editor can squeeze his
                        fat ass into his chair each week..
                        Okay, since you remind me of my
                        pet beagle Olof, I'll make it 35
                        bucks a shot..

                                  PETER
                        ..Well.. I'd love to JJJ, and just
                        because I don't my pics in a
                        second rate rag like the Globe,
                        I'll let you take 'em off my hands
                        for 55 bucks a shot..

              Jonah sees a worthy adversary in Peter. He takes a slow puff
              on his cigar.

                                  JONAH
                        -I'll make it 45 bucks a shot, and
                        throw in an autographed photo of
                        myself.. Hold it next to heart,
                        kid- it'll clear up your acne..

                                  PETER
                        -50 bucks a shot and you can keep
                        the photo- I like acne, it gives
                        me character..

                                  JONAH
                        50 bucks a shot? Okay- you can be
                        my charity case for this year..
                        But I'll have you know you're
                        stealing the bread from the mouth
                        of an orphan in Guatemala..

                                  PETER
                        I give in my own way..

              Jonah writes out a check.  He reaches to hand it to Peter and
              then snatches it back.

                                  JONAH
                        -Hey- How's a punk like you get
                        pics of Spider-Man?

                                  PETER
                        Well.. If you must know- he tips
                        me off- And I have to pay him half
                        the cash.. Those webs cost money
                        I guess..

                                  JONAH
                               (Agitated)
                        SO YOU KNOW WHO HE IS?

                                  PETER
                        Are you kidding?  He doesn't tell
                        me anything but where to be and
                        when.. I think he only worked this
                        out with me cause he knows I'd be
                        too scared to cross him..

                                  JONAH
                               (Suspicious)
                        Okay..

              He hands Peter the check.

                                  PETER
                        ..And by the way.. Don't use my
                        name on the photos.. I don't want
                        Spider-Man's enemies knowing who
                        I am..

                                  JONAH
                        No problem kid.. Keep bringing me
                        shots of that bug-eyed fruitcake
                        and you can call yourself Mary
                        Poppins for all I care.

              Jonah hits his intercom.

                                  JONAH
                               (continuing; Into
                                Intercom)
                        -Foswell- get in here..

              FREDERICK FOSWELL Enters immediately.  He's a wiry man in his
              40's.  But he has an edge about him that leans toward the
              slimy.

                                  JONAH
                               (continuing)
                        -What kept you? Foswell this is
                        Parker-

              They shakes hands.

                                  JONAH
                               (continuing)
                        He's been lucky enough to get some
                        photos of Spider-Man- And even
                        luckier- that I bought 'em from
                        him..

                        Foswell- I want you to follow up
                        on the capture of this Vulture
                        creep- see if you can find a
                        connection between him and Spider-
                        Man..

                                  FOSWELL
                        -You mean play up the story like
                        they're partners and Spider-Man
                        double-crossed him?

                                  JONAH
                        -I just want the truth Foswell-
                        That Spider-Man IS A CROOK!

                                  FOSWELL
                        Got ya JJJ-

              Foswell scurries out of the office.

              His mouth hung open, Peter watches him leave.  He turns back
              to Jonah.

                                  PETER
                        -You're writing the story as
                        though Spider-Man's a criminal?

                                  JONAH
                        Great isn't?  Stick with me kid-
                        Or just a few dozen yards back-
                        and you'll learn all about how to
                        run a big city paper..

              Peter is still too stunned to speak.  Jonah puffs his cigar
              impatiently.

                                  JONAH
                               (continuing)
                        Okay Parker- you've got your blood
                        money, now get outta here- go buy
                        yourself a hoola hoop- I've got
                        work to do!

              Jonah hurries Peter out the door and slams it behind him.

              INT. DAILY BUGLE OFFICES - CONTINUING

              Peter stands outside of Jonah's office, still too confused to
              move.  Betty turns to him.  Aware of her presence, Peter
              slowly turns to her, searching for some kind of answer to
              what's just happened.

                                  BETTY
                        Welcome to the Bugle, Peter..

                                                       DISSOLVE TO:

              INT. PARKER BASEMENT - EVENING

              WE HEAR THE "PONK-PONK" SOUND OF A PING PONG BALL BEING
              SWATTED BACK AND FORTH ACROSS A TABLE.

                                                       PAN TO:

              Peter and Aunt May playing a game of ping pong.  They volley
              the ball back and forth, laughing as they play.

              Peter returns the ball to May- May raises her paddle but just
              before intercepting the ball, she puts a slight twist on her
              swing- sending the ball careening toward the edge of Peter's
              side of the table, making him miss in his swing.

                                  AUNT MAY
                        Hah! Point to the silver-haired
                        beauty!

                                  PETER
                               (Playfully)
                        Hey! No fair bringing out your
                        secret weapon!

                                  AUNT MAY
                        Hey pal- You want to play in the
                        big leagues- ya gotta deal with
                        it..

              She twirls her paddle in mock arrogance.

                                  AUNT MAY
                               (continuing)
                        Your serve, rookie!

              She leans over, ready for Peter's serve.

                                  PETER
                        Okay- get ready to catch a rocket!

              Peter tosses the ball in the air, and takes a hard swing-
              completely missing the ball. Peter whirls around, confused.

              May breaks into laughter.

                                  AUNT MAY
                        I guess that launch was scrubbed..
                        Game, set and match.

              Peter lowers his head, playfully slamming his paddle onto the
              table, mocking frustration.  May walks over to him and gives
              him a hug.

                                  AUNT MAY
                               (continuing)
                        Don't sweat it rookie- Winner buys
                        dinner..

              That reminds Peter of something.

                                  PETER
                        Oh- Dinner.. I just remembered-

              THE DOOR BELL RINGS.

              May looks at Peter wondering what he meant. Peter runs up the
              stairs.

                                                       CUT TO:

              INT./EXT. PARKER HOME - CONTINUING

              Peter opens the door to find Gwen there waiting.

                                  GWEN
                        Hey, Mr. P-

              She enters the house.

              May reaches the top of the stairs as Gwen is coming in.

                                  GWEN
                               (continuing)
                        Hi, Mrs. Parker.

                                  AUNT MAY
                               (Smiles)
                        Oh! Hi Gwen!
                               (She looks at Peter)
                        You and Gwen are going out tonight?

                                  PETER
                               (Awkwardly)
                        Yeah..

                                  AUNT MAY
                        -That's okay.. I'll take a rain
                        check on dinner.. You kids have a
                        good time..

              May walks into the living room and sits down in her chair.
              She clicks on the television.

              Peter is clearly conflicted at leaving May alone.  Gwen reads
              this in his eyes.

              Gwen walks over into the living room.

                                  GWEN
                        Mrs. Parker.. Would you like to
                        join us?

              May looks up, startled-

                                  AUNT MAY
                        What? No dear- You two don't want
                        me along on a date..
                               (She looks at Peter
                                smiling)
                        I haven't been out of the loop
                        that long..

                                  GWEN
                        Really- we'd love for you to
                        come.. We're just going to the
                        carnival at Shea Stadium..

              May looks at Peter.

                                  PETER
                        Yeah Aunt May- it'd be great to
                        have you.. How many guys get to be
                        seen with two Goddesses on his
                        arm? It'll kick my rep up about a
                        thousand points!

              May and Gwen laugh.

                                  AUNT MAY
                        ..Well..

              She glances out the window.  Looking at the streets outside
              her window, May becomes apprehensive.


                                  AUNT MAY
                               (continuing)
                        ..I don't know, Peter..

              Gwen takes her hand.

                                  GWEN
                               (Smiling warmly)
                        Please, Mrs. Parker..

              May returns the smile.

                                  AUNT MAY
                        ..Call me Aunt May..

              Peter gleams at the connecting of the two most important
              women in his life.

                                                       CUT TO:

              EXT. SHEA STADIUM CARNIVAL - EVENING

              In the parking lot of Shea Stadium, a travelling carnival has
              set up temporarily.  It is crowded with local folks, enjoying
              the rides, games and attractions.

              Peter, May and Gwen walk through the crowd.  May is clearly
              nervous, this being one of the few times she's left the house
              since Ben's death. Peter and Gwen walk on each side of her as
              a support system.

                                  AUNT MAY
                        I haven't been to a carnival in a
                        good while- Are you sure all of
                        these rides and things are safe?

                                  GWEN
                        Careful Aunt May- We don't wanna
                        scare Peter- I'm hoping to get him
                        fired up enough to take a spin on
                        the merry-go-round..

                                  PETER
                        Hey Gwendy- No fair making fun of
                        my primal fear of wooden horses..
                        I mean, do they have to carve them
                        with those ferocious expressions
                        on their faces?

                                  AUNT MAY
                        Calm down Peter.. I'll win you a
                        stuffed animal at the baseball
                        toss counter..  It'll keep you
                        company on the merry-go-round..
                               (Winks at Gwen)
                        Don't worry Gwen, between the two
                        of us, we'll straighten this guy
                        out..

              Gwen laughs.  Peter smiles, seeing May starting to come out
              of her shell.

                                  VOICE (O.S.)
                        Well!  May Parker!

              They turn to see Anna Watson and Mary Jane.

                                  AUNT MAY
                               (Surprised smile)
                        Anna!  Mary Jane!

              They all move closer, greeting each other.

                                  MRS. WATSON
                        So you decided to come!
                               (To Peter)
                        I was trying to get May to join us

                        here!

                                  PETER
                        Gwen- this is Mrs. Watson.. And..
                        Mary Jane her niece..

                                  GWEN
                        Nice to meet you both..

                                  MARY JANE
                        Same here.. Decent taste in dates
                        you've got there Pete..

                                  HARRY (O.S.)
                        I'll say...

              Harry Osborn walks toward them.

                                  PETER
                        Harry!
                               (smiles)
                        Now we've got a party!

              Peter and Harry lock hands.   But Harry's attention focuses
              on Mary Jane.

                                  HARRY
                        It's always the quiet ones.. Pete
                        you dog- Hogging all the beauties
                        to yourself..
                               (Mock anger)
                        With four gorgeous women with you-
                        You'll have to sacrifice two to
                        the lonely guys like me-

              Harry then playfully locks arms with May and Anna.  They all
              laugh.

                                  AUNT MAY
                        Peter- why don't you and your
                        friends go and enjoy the carnival-
                        Anna and I are going to stroll
                        around and talk-

                                  PETER
                               (Jokingly)
                        I don't know if that's a good
                        idea.. I don't want to hear that
                        you two were terrorizing the folks
                        in the bumper car rink.  You've
                        got that wild look in your eyes..

              Gwen pulls Peter away.

                                  GWEN
                        We'll see you ladies in a bit..

                                                       CUT TO:

              EXT. STREET - NIGHT

              POLICE CARS - SIRENS BLARING AND LIGHTS FLASHING ROAR DOWN
              THE STREET.

              They roll past a figure hiding in the shadows of a building.
              He glances out to see that they are gone.  In a long coat and
              hat, his features are obscured.

              He walks quickly up the street.  Up the block, he can see THE
              COLORFUL LIGHTS AND HEAR THE RACKET OF THE CARNIVAL.

              He reaches the end of the block. Bathed in the bright lights,
              his features are more clearly seen.

              WE SEE for the first time the face of MAX DILLON.  His coat
              slightly flares open and we also see THE BRIGHT GREEN AND
              YELLOW COSTUME OF ELECTRO.

              A smile comes over his face, certain that he can lose himself
              within the crowd of carnival patrons.

              EXT. SHEA STADIUM CARNIVAL - CONTINUING

              Dillon pays the entry fee and enters.  But THE TICKET SELLER
              notices Dillon's strange boots. Dillon also notices the
              Ticket Seller's reaction.  He becomes worried.

                                                       CUT TO:

              Peter, Gwen, MJ & Harry are strolling about on the carnival
              grounds.

                                  HARRY
                        -So gang.. After the carnival
                        shuts down- I say we keep the
                        party rolling- and hit an after
                        hours spot.. I've got my fake ID..

                               (He looks at MJ)
                        How about you?

                                  MARY JANE
                        Fake ID? Never needed one- a
                        little style and a well-placed
                        smile have always gotten me by..

                                  GWEN
                        Well- I know a coffee spot where
                        poets get up and perform.. They
                        don't serve booze- so no fake Ids
                        needed..

                                  PETER
                        That sounds crazy enough to be
                        fun..

                                  HARRY
                        ..Yeah, if you like that kinda
                        thing.. Although..
                               (Gazing at MJ)
                        I can feel a bit of inspiration
                        coming on.. Maybe I'll spout a
                        little verse myself- "Oh beauty
                        that is Mary Jane.."

                                  MARY JANE
                        I like the title.. Maybe I'll hang
                        out for the finale..

                                  GWEN
                               (To Peter)
                        Looks like those two are getting
                        along well..

                                  PETER
                        -Hadn't noticed.. As far as I'm
                        concerned there are only two
                        people in this park..

                                  GWEN
                        So you've managed to block out all
                        of this noise and glitter?
                        Impressive Mr. P..

                                  PETER
                        The noise is drowned out by the
                        beating of my heart.. And the only
                        glitter I see is shining from your
                        eyes..

              He takes Gwen's hand.

                                  VOICE (O.S.)
                        Good Lord Osborn- not you too!

              They all turn to see Flash and his crew, along with several
              girls crossing their path.

                                  HARRY
                        Flash.. What's up?

                                  FLASH
                        That's my question.. Don't tell me
                        you've got a case of the Parker
                        disease too!

                                  HARRY
                        Let it go, Flash.. Pete's a cool
                        guy..

                                  PETER
                        Yeah- Flash.. Just under your nose
                        I went out and got a life.. I'm
                        hoping the same thing 'll happen
                        for you..

                                  FLASH
                        My life begins when I've crushed
                        yours.. That is unless you need
                        "The Queen of the Nerds"
                               (Referring to Gwen)
                        To protect you..

              Peter looks at Gwen and then steps forward.

                                  PETER
                        Okay Flash- C'mon.. Throw me your
                        best- I'll fall down- And we'll
                        all know just how important you
                        are cause you can surprisingly
                        beat up the school nerd.  Is that
                        what you NEED to feel like a man?
                        Well then, come on.. I want to do
                        everything possible to help you
                        feel like a man...

              Peter's words cut into Flash.  He doesn't know what to do. He
              tries to laugh it off.

                                  FLASH
                        To hell with you..

              Flash takes his GIRL by the hand and turns away.  Hesitantly,
              his boys, who feel equally stupid also turn.

              Gwen takes both Peter's hands, smiling proudly.


                                  GWEN
                        He wins the war without firing a
                        shot.. I like that..

                                  PETER
                        Glad you do.. And when my knees
                        stop shaking we can continue our
                        stroll..

                                                       CUT TO:

              Max Dillon continues to try to make it through the crowd
              unnoticed.  He spots A DRUNK standing off to the side and
              gets an idea.

              Dillon rushes over to him, and placing his arm around him,
              Dillon pulls the drunk off.

              Dillon quickly walks the drunk around the back of a building.
              He pulls some cash out of his pocket and holds it up before
              the barely cognizant man.

                                  DILLON
                        Look buddy- here's some cash- I
                        need your clothes..

                                  DRUNK
                        ..Huh?

                                  DILLON
                        Your Clothes, man!  I need your
                        clothes!

              At that moment- a FLASHLIGHT BEAM hits Dillon and the drunk.
              A POLICEMAN, seeing Dillon man-handling the drunk while
              holding the cash figures its a robbery.

                                  COP
                        Hold it!

                                  DILLON
                        Look- I'm not robbing him- I'm
                        giving him some cash!

              But as Dillon turns to plead his case, his coat flies open,
              revealing his costume underneath.

                                  COP
                        Electro!  Don't move!

              Dillon curses aloud. He drops the drunk. Several other
              POLICEMEN run over, hearing the commotion. One of them is on
              his radio sending out an alert.

              Dillon lifts his hands as if in surrender.  But BOLTS OF
              ELECTRICAL CURRENT FLY FROM HIS HANDS HITTING THE COPS,
              KNOCKING THEM OFF OF THEIR FEET.

              Dillon huffs. He removes his overcoat and pulls from his
              pocket his face mask and dons it.  He is now Electro. In the
              darkness AN UNEARTHLY GLOW RADIATES FROM HIS BODY. WE HEAR
              POLICE SIRENS APPROACHING.

                                                       CUT TO:

              Peter, Gwen, Harry & MJ stand before the Ferris Wheel.

                                  HARRY
                        We might as well get on one of
                        these doofy rides.. What do you
                        say, MJ?

                                  MARY JANE
                        It's not a Ferrari- but it'll do
                        for now..

                                  HARRY
                        We can talk about the Ferrari
                        thing afterwards..

              They walk toward the ticket-taker.

                                  PETER
                        I'll try to stifle my intense
                        fear of heights for a trip to the
                        stars with you Ms. Stacy..

                                  GWEN
                        Sounds like fun- if you get
                        scared, just hang on to me-

                                  PETER
                        This gets better by the second..

              They start toward the ticket-taker when PETER'S SPIDER SENSE
              ALARMS. He nervously looks about for the source.  Gwen
              notices his change in manner.

                                  GWEN
                        Peter, what's-

              THERE'S AN EXPLOSION JUST ABOVE THEIR HEADS.  SPARKS RAIN
              DOWN FROM ABOVE.

              They look up, as do all of the crowd to see Electro standing
              on the platform beneath the Ferris Wheel.  His blast shorted-
              out the Ferris Wheel, which comes to a halt with a LOUD
              METALLIC GROAN.

              Police close in ordering the crowd to back away.

              Electro raises his arms, A DAZZLING CHARGE OF PLASMA
              CIRCULATES BETWEEN HIS HANDS.

                                  ELECTRO
                               (To police)
                        That's close enough boys! Get any
                        closer and all the good folks on
                        the Ferris Wheel fry!

              The police freeze in their tracks.

              Peter pulls Gwen back from the crowd.

                                  PETER
                               (Agitated, Nervous)
                        Gwen- I have to...

                                  GWEN
                               (Equally nervous)
                        -You have to what?

              He looks around nervously.  He wants to tell her about
              Spider-Man, but is fearful of her response.

                                  PETER
                        -I have to check on Aunt May!  She
                        must be frightened!

                                  GWEN
                        -Peter- I'm sure she's okay- she
                        probably doesn't even know what's
                        happening here- we should help the
                        police to move everyone back- I
                        know the sergeant over there-

              Peter looks up and sees that Harry and MJ are among the
              hostages on the Ferris Wheel.   He doesn't know what to do.

              Gwen pulls him by the hand.

                                  GWEN
                               (continuing)
                        Come on!

              She pulls him over to POLICE SERGEANT MULLEN.

                                  GWEN
                               (continuing)
                        Sgt. Mullen!

                                  SGT. MULLEN
                        Gwen!

                                  GWEN
                        Can we do anything to help?

              They look back up onto the platform, where Electro continues
              to hold court-

                                  ELECTRO
                        Now all I want is a chopper to fly
                        me out of here!  And nobody'll be
                        hurt!

              Gwen looks back at Sgt. Mullen.

                                  SGT. MULLEN
                        No- Gwen you and your friend
                        should just move back beyond the
                        barrier we're setting up- we don't
                        want to give Electro more
                        potential hostages!

              Peter is slightly relieved, although Gwen is hesitant.

                                  PETER
                        Come on Gwen- we better move-

              He pulls her away.

              Getting a safe distance back- Peter and Gwen blend into the
              crowd.

                                  PETER
                               (continuing)
                        -this is the best place for us
                        right now..

              Gwen is consumed by the events going on around them.  Peter
              decides he can use this moment to slip away.

              As quickly as he can without drawing any attention, he sinks
              deeper into the crowd.  After a few seconds he's clear of the
              crowd.  He glances back and sees that Gwen has not even
              noticed that he's gone.  He takes off quickly.

              Back on the platform, Electro waits as Sgt. Mullen and
              several others approach, their weapons holstered and their
              hands up.

                                  SGT. MULLEN
                        Electro- we're trying to get you
                        a police chopper-

                                  ELECTRO
                        No way cop!  It has to be
                        commercial!  I don't want you
                        clowns tracking me.  And the pilot
                        better not be a cop either! Don't
                        screw with me!

              As a warning, ELECTRO LETS LOOSE WITH A BLAST hitting the
              ticket booth- IT BURSTS INTO FLAMES-  AND A SMALL ADJOINING
              TOWER COLLAPSES FALLING FLAMING INTO THE CROWD.

              The crowd scatters- but a little girl is too slow moving to
              avoid the falling tower.  Gwen is near to her, hesitating as
              she searches for Peter.  Gwen races over and grabs the girl,
              and runs out of the path of the falling tower- her momentum
              makes her and the girl fall, but they are unhurt.  Gwen looks
              up, and in the distance, SHE SEES PETER RUNNING AWAY. A look
              of terrible shock and shattering disappointment comes over
              her face.

                                  ELECTRO
                               (continuing)
                        Just so you don't think I'm
                        kiddin'-

              Electro grabs a YOUNG BOY from one of the Ferris Wheel
              booths. He holds the child up in the air.

                                  ELECTRO
                               (continuing)
                        If I don't see a chopper in the
                        sky overhead in 5 minutes this kid
                        ain't gonna have to worry about
                        college tuition!

              At that moment SPIDER-MAN swings overhead snatching the boy
              from Electro's grasp.  And in mid-air Spider-Man twists,
              kicking Electro, sending him flying off of the platform.

              A SLIGHT JOLT RUNS THROUGH SPIDER-MAN'S BODY FROM MAKING
              CONTACT WITH ELECTRO.  He somersaults and lands hard on the
              ground, but holding the boy up so that he doesn't feel any of
              the brunt of the landing.

                                  SPIDER-MAN
                               (Winded from the
                                shock)
                        -Get out of here kid..

              The boy runs off toward the waiting police.

                                  ELECTRO
                        Spider-Man!  I've been wanting to
                        tangle with you!  But this ain't
                        the time or place!

              They both get to their feet and face each other like western
              gunfighters.

                                  SPIDER-MAN
                               (Recovering from the
                                shock)
                        It's a carnival- These folks have
                        paid their admission- And since
                        you're a circus freak, I figure
                        they deserve a little
                        entertainment!

                                  ELECTRO
                        You asked for it punk-
                               (Like a Carnival
                                barker)
                        In the center ring see a spider
                        get deep-fried!

              Electro lets loose with several BLASTS.  Spider-Man dodges
              them, somersaulting rapidly.

              The police use the diversion to begin evacuating the riders
              from the Ferris Wheel and moving the others back.

              Spider-Man leads Electro on a chase, trying to stay out of
              the range of his blasts, but distracting him long enough for
              the police to complete their task.

                                  SPIDER-MAN
                        Look Electro- there's just gotta
                        be a better way to earn a living
                        than being made to look stupid by
                        me! Ever consider being the star
                        at the top of the Rockefeller
                        Center Christmas tree?  I know
                        it's seasonal- but I think it
                        comes with 401k!

              Spider-Man swings in and lands a haymaker punch to Electro's
              jaw- and again receives a FEEDBACK JOLT.  SMOKE IS RISING
              FROM HIS HAND when he hits the ground.

                                  ELECTRO
                        Tingles just a tad, huh?  Don't
                        worry webhead, it only gets worse!

              Electro fires a blast.  Spider-Man, his hand still in pain
              leaps over the blast, landing on a pole.

              But unfortunately- the pole is metal.  Electro's CHARGE
              STRIKES THE POLE, sending a HARSH SHOCK through Spider-man's
              body.  He collapses and hits the ground hard.  Only his
              superhuman strength prevents the blast from being fatal.  His
              entire body is smoldering, as he lies stunned.

              Electro closes in for the kill. Then he notices that his
              hostages have all been gotten to safety.  With nothing to
              hold back the police, he realizes what a fix he's in. Spider-
              Man, through his pain also realizes this.

                                  SPIDER-MAN
                               (Laughing painfully)
                        Sorry about the hostages sparky-
                        But you can take me with you, just
                        as long as you promise to buy
                        dinner..

                                  ELECTRO
                        Onto plan B-

              ELECTRO STARTS BLASTING EVERYTHING IN SIGHT, HOPING TO ESCAPE
              IN THE MIDST OF THE HOLOCAUST.

              EVERYTHING IN THE AREA IS BURSTING INTO FLAMES.

              The police and fire fighters now try to get everyone out of
              the park.

              Spider-Man looks around, and spots a pair of RUBBER
              MAINTENANCE GLOVES by the Ferris Wheel motor.  He fires a web
              line and snares them.

              Electro blasts a hole in the metal fence surrounding the
              park, and starts to climb through when- Spider-Man swings in
              and slugs him. Wearing the rubber gloves- Spider-man is
              grounded, and Electro's feedback can't hit him.  Electro is
              stunned by the punch. Electro tries to hold Spider-man off
              with another series of blasts, but Spider-man again dodges
              them, leaping and landing on the Ferris Wheel, but careful
              that the area he lands on is made of wood. Ripping a small
              opening into the rubber gloves to unblock his webshooters,
              Spider-man fires a webline that snares Electro's left arm.
              Spider-man yanks Electro before he can burn the webline,
              drawing Electro close to him, and slamming another punch into
              Electro's body.  While Electro is dazed, Spider-man tosses
              the webline between the wooden beams in the Ferris Wheel
              structure leaving Electro hanging.  Then, leaping and
              swinging around Electro at lightning speed, Spider-man
              secures each of Electro's other limbs with a webline.
              Reaching the ground, Spider-Man pulls all four weblines
              together, forcing Electro's arms and legs all to make
              contact, and SHORT-CIRCUITING HIM WITH A HUGE BLAST OF
              ELECTRICAL CURRENT.

              Spider-man is quick to let go of the weblines before the
              feedback can reach him.  Electro falls from the Ferris Wheel
              unconscious.

              From a distance, THE CROWD THAT CAN SEE THE EVENTS BREAK INTO
              CHEERS FOR SPIDER-MAN.

              A NEWS CREW, on hand just to shoot the carnival for a local
              entertainment story, has captured the entire battle on
              videotape.

              Spider-man stands breathing heavily, but before he can enjoy
              the applause, HIS SPIDER SENSE ALARMS AGAIN.  He looks around.

              THE FERRIS WHEEL IS ON FIRE AND COLLAPSING- toward the
              unconscious Electro. Spider-Man fires a webline and snares
              him.  He fires a second line and swings himself and Electro
              out of the path of the falling monolithic structure.  But
              while in mid-air, Spider-man can see that other people are in
              the path of the Ferris Wheel- INCLUDING AUNT MAY.

              Spider-Man deposits Electro on one of the roofs of the
              carnival booths out of harm's way.

              He fires a webline and swings in as fast as he can, swooping
              down again- He scoops up May, and TWO WOMEN who could not get
              out of the Ferris Wheel's path.

              THE FERRIS WHEEL FINALLY HITS THE GROUND, EXPLODING IN A
              DAZZLING DISPLAY OF DESTRUCTION. GLASS, WOOD AND METAL FLYING
              ABOUT VIOLENTLY.

              Everyone still near the scene scatters even further away.

              Spider-Man strains to continue his arc so that none of his
              charges are hit by flying shrapnel.  His webline stretched to
              it's limit- Spider-man leaps- carrying himself, May and the
              others several dozens of yards from the point of the Ferris
              Wheel's impact.

              Having leapt to his limit with such a burden, Spider-man
              lands uncharacteristically hard on the ground.  May and the
              others fall hard as a result.

              Spider-Man lifts himself up, and sees the TWO WOMEN are on
              their feet unhurt.  He leaps to his feet.  The women rush
              toward him to thank him, but Spider-man leaps over them
              towards the UNMOVING MAY.  Forgetting momentarily to protect
              his identity, he lands frantically in front of May.

              May is stunned, but not hurt. She looks up- AND SEES SPIDER-
              MAN LAND IN A CROUCH BEFORE HER.  She is overcome by FEAR.

              She gets herself up into a seated position, and can see her
              fearful face reflected in the lenses of Spider-Man's mask.
              Remembering himself, Spider-man tries to curb his concern.

                                  SPIDER-MAN
                        Ah- M- Ma'am - Are you alright?

              But May can form no words, knowing only stark-raving terror
              at this close contact with Spider-Man.

              Anna Watson, MJ, Gwen and Harry run toward her.  Spider-Man
              looks up.

                                  MRS. WATSON
                        May!

              Knowing he can do nothing else here, Spider-Man gets to his
              feet and swings away.

                                  GWEN
                        Aunt May- are you hurt?

              Anna and Gwen each take May's hands and help her up.

                                  AUNT MAY
                               (Regaining herself)
                        ..I'm- I'm fine..

              Then she looks around.

                                  AUNT MAY
                               (continuing; Newly
                                frightened)
                        Where's Peter?

              Worry comes over Gwen and she doesn't know what to say.

                                  AUNT MAY
                               (continuing;
                                demanding fearfully)
                        Gwen where is he?

              She starts to speak when-

                                  PETER
                        Aunt May!

              Peter runs over.  He and May hug.

                                  AUNT MAY
                               (Laughing nervously)
                        I'm fine Peter! I'm fine! I was
                        just worried about you!

              Peter looks over at Gwen.  She has a deep scorn in her eyes.

                                  GWEN
                               (Disdainfully)
                        Are you okay, Peter?

              Peter releases Aunt May and walks toward Gwen.

                                  PETER
                        I'm okay.. You?

                                  GWEN
                               (Low, so only Peter
                                can hear)
                        Are you sure didn't stub your toe
                        while you were running away?

              Peter becomes flush.

                                  PETER
                        Gwen- I can explain it-

                                  GWEN
                        Only problem is, there's no one
                        here that wants to hear it..
                               (She turns
                                unblinking, toward
                                May)
                        Goodbye, Aunt May..

              Sad, hurting, she turns and walks away.

              May turns to Peter, confused.

                                  AUNT MAY
                        Peter what's wrong?  What happened
                        to Gwen?

              Peter looks down not knowing what to say.

                                  HARRY
                        Uh.. Pete- I'd better dash.. I'll
                        see you in school, man.

              With an awkward smile at MJ, Harry walks off.

                                  MRS. WATSON
                        -Should we see you home, May?

              May sees the pain Peter is in and shakes her head.

                                  AUNT MAY
                        No, Anna- I'll call you in the
                        morning..

              Anna and MJ turn and walk off as well.

              May looks at Peter, still hurting. She takes his hand.

                                  AUNT MAY
                               (continuing)
                        ..Home is the best place for us
                        now, Peter.

              She leads him off.

                                                       CUT TO:

              INT. NORMAN OSBORN'S DEN - NIGHT

              Norman Osborn sits at the desk of his study.  A drink in one
              hand, he studies a stack of schematics spread across his
              desk.

              THERE'S A KNOCK ON HIS DOOR.

                                  NORMAN
                               (Impatiently)
                        Come in..

              Norman's butler, CHAUNCEY enters.

                                  CHAUNCEY
                        Mr. Osborn- You have a visitor- A
                        Mr. Foswell..

              As The butler speaks, Foswell enters the den.

              An evil grin sneaks across Norman's face.

                                  NORMAN
                        That's fine Chauncey..

              Chauncey tips his head and leaves.

              Foswell takes in the grandeur of Norman's home jealously.

                                  FOSWELL
                        Decent digs you got here, Osborn..

                                  NORMAN
                        That's exactly how it was
                        described in Metropolitan Home..
                        Maybe after we finish our
                        business, we can swap decorating
                        tips.

              Foswell snickers.

                                  FOSWELL
                        That's funny, Norman..

                                  NORMAN
                        Funny? you should see what I do
                        for an encore- it involves your
                        head on the end of a stick.. Do
                        you have the item I wanted?

              Foswell, made uneasy by Norman's last statement, increases
              his urgency.

                                  FOSWELL
                        Yeah- Yeah- right here..

              Foswell reveals a videotape from behind his back. He places
              it on Norman's desk.

              Norman looks over the tape, then opens his drawer.  Removing
              a stack of cash with a $1,000.00 paper band wrapped around
              it, he drops it on the desk next to the tape.  Foswell
              snatches it up and fans through the bills.

                                  FOSWELL
                               (continuing)
                        -So what's a millionaire inventor
                        want with a videotape of Spider-
                        Man fighting Electro?

              Norman looks up at him insolently.

                                  NORMAN
                        -I'm a fan..

              He grins.

                                                       CUT TO:

              INT. OSBORN MANSION - CONTINUOUS

              Harry walks up the hallway outside of Norman's den.  He stops
              as the door swings open.

              Norman is escorting Foswell out.

                                  NORMAN
                        -If you get ahold of any more of
                        these- I want them..

                                  FOSWELL
                        Sure thing, Mr. Osborn.

              Foswell hurries out.

              Norman glances over and sees Harry.  Norman regards him with
              almost no emotion.

                                  HARRY
                               (Smiling warmly)
                        -Hey Dad.. Who was that?

              Without a word Norman turns and closes the door of this den.

              Harry stands there burning over the rejection.

                                                       CUT TO:

              INT. NORMAN OSBORN'S DEN - CONTINUOUS

              Norman takes the tape and walks back toward the bookshelf,
              and opens it.

              He continues purposefully into his lab.

              INT. NORMAN OSBORN SECRET LAB - CONTINUING

              Within the elaborate, hidden lab, now stocked with tons of
              new machinery and equipment, Norman slides the video tape
              into a VTR deck.

              THE NEWS FOOTAGE OF SPIDER-MAN'S BATTLE WITH ELECTRO RUNS ON
              A HUGE MONITOR.  Norman studies it carefully.

              PAN ACROSS THE LAB.  THE OPPOSITE WALL CONTAINS A COMPLEX
              ARRAY OF VIDEO MONITORS AND PLAYERS- ALL OF WHICH ARE RUNNING
              FOOTAGE OF VARIOUS TYPES AND QUALITY OF SPIDER-MAN.  THERE
              ARE ALSO PHOTOS OF SPIDER-MAN HUNG ABOUT THE AREA.

                                                       CUT TO:

              INT. OSCORP ROBOTICS DIVISION - NIGHT

              Mendel Stromm waits nervously within his laboratory.

              It is a pristine environment of white and chrome.  Robotic
              prototypes in whole and part dangle and lay neatly throughout
              the space.

              There's A KNOCK ON THE DOOR.  Stromm hurries over and
              answers it.

              Silvermane and his Enforcers are there.

                                  STROMM
                        Don Manfredi.. It's so good to see
                        you..

              He shakes hands with Silvermane.

              They cross the lab.  The Enforcers are awed by the futuristic
              technology.

              Silvermane is also impressed.

                                  SILVERMANE
                        You've come very far Mendel..


                                  STROMM
                        I've worked very hard to get here..

                                  SILVERMANE
                        You have me curious.. Having
                        achieved so much with your partner
                        Osborn.. Why would you betray him
                        now?  I need to know this..
                        Because a man in my position can't
                        afford to associate with men who
                        are inherently disloyal..

                                  STROMM
                        You need never worry about my
                        betraying you Don Manfredi.. the
                        friendship between you and my
                        father was a true one.. While my
                        association with Osborn isn't.
                        We're not truly friends.. Not even
                        partners.. For all the years that
                        we've known each other he's never
                        hesitated to hold over my head the
                        fact that his family was wealthy
                        while mine was not.. He was happy
                        to make use of my talents and to
                        build up this company-Yet he
                        ridiculed me..  Did all he could
                        to make me feel inferior to him..
                        My work inferior to his.. You'll
                        notice that though we're partners,
                        the company doesn't bear my name
                        as well as his.. Simply because it
                        was his family's money that
                        financed it. I decided years ago
                        that I would take control of the
                        this company no matter the cost.
                        Show Osborn who was truly the
                        superior one.  I nearly achieved
                        my goal 5 months ago..
                               (Pause)
                        I altered the computations of his
                        Cold Fusion test so that it would
                        fail.. And his death would've been
                        icing on the cake.  That didn't
                        happen.. But it moved things
                        forward.

                                  SILVERMANE
                        I would think the success of this
                        Cold Fusion would be a feather in
                        Osborn's cap.. That's what these
                        materials you hope to acquire will
                        do, no?

                                  STROMM
                        The Cold Fusion project will
                        succeed.. But only after Osborn is
                        gone- Removed from the company by
                        the board members because of the
                        apparent failure of his dream
                        project.  Then I'll step in- save
                        the project and the company from
                        financial disaster..  And of
                        course the board members will
                        gratefully place ME in control..

              Stromm hits a key on a computer keyboard.

              A GIGANTIC COMPUTER SCREEN COMES TO LIFE-

                                  STROMM
                               (continuing)
                        And "Stromm-Tech" will move into
                        the future..

              THE NAME STROMM-TECH FILLS THE SCREEN.

                                  VOICE (O.S.)
                        No.. I'd say "Stromm-tech" is
                        already history..

              The assembly in the room turn toward the darkened depths of
              the lab- In the direction of the cold, cruel voice-

              And are JARRED by THE HIGH-PITCH WAILING OF A MINIATURE JET
              ENGINE REVVING.

              Floating slowly forward from the darkness is a shadow- With
              GLOWING GREEN EYES.  When light finally hits the figure it is
              NIGHTMARE.  A scaly green-skinned creature adorned in garish
              purple leather- and perched atop a metallic bat-shaped flying
              device.  A horrible grin frozen on its emerald face.  A
              monster representing BOTH dark-legend and hi-tech science at
              its most perverse.  Say hello to THE GREEN GOBLIN.

                                  STROMM
                        Good- God..

                                  GREEN GOBLIN
                        You couldn't be more wrong Mr.
                        Stromm-

              The Goblin lets fly from his hand a steel RAZOR BAT- Wafer-
              thin it glimmers and circles Stromm as though alive until it
              digs into his shoulder- Stromm lets out A CRY OF AGONY.

                                  STROMM
                               (Screaming)
                        What do you want?!

                                  GREEN GOBLIN
                               (Mockingly sweet)
                        What does the Green Goblin want?
                        Dear Mendel.. I'll bet if you
                        think really hard you can guess..
                        Your deal with the devil is up,
                        and now I've come to collect your
                        soul..

              Montana turns to Silvermane- He reaches into his coat and
              draws his Colt Python.

                                  MONTANA
                        Give me the order- boss-

                                  SILVERMANE
                               (Unbelievably calm)
                        The order is to wait Montana- Wait
                        and see.. But be at the ready..

              Uneasily, Montana lowers his piece.

              Stromm turns to Silvermane, looking for some kind of help.
              But he quickly realizes that it isn't coming.

                                  STROMM
                        you're a tricky character my
                        friend- but I've got a few tricks
                        up my sleeve as well-

              Stromm hits a switch on a nearby control panel-

              Several feet away- A METALLIC BOX lies still- Then suddenly
              EXPLODES INTO AN 8 FT. ROBOT- IT BEGINS TO LUMBER FORWARD.

              Stromm painfully twists his wrist so that The Goblin is
              reflected on the FACE OF STROMM'S WATCH.

              Reacting to this The Robot turns toward The Goblin- Lenses
              where eyes would be on a man ZERO THE GOBLIN as the robot's
              target.  The Robot quickly CLANGS in the Goblin's direction.

              The Goblin, hovering, twists toward the fast moving Robot.

                                  GREEN GOBLIN

                        Still playing with your Erector
                        set, Stromm?

              The Goblin moves into attack position when- HE'S GRABBED FROM
              BEHIND BY TWO RUBBERY TENTACLES WRAPPING AROUND HIS NECK.

              A LIFE-SIZE VERSION OF THE TINY RUBBERY SPIKED ROBOT STROMM
              HAD DISPLAYED IN OSBORN'S OFFICE BEGINS TO WRAP ITSELF AROUND
              THE GOBLIN.

              The 8 ft. Robot reveals A VISOR on its face- A light pulses
              through the opening- And A LASER BLAST BURSTS FREE AT THE
              GOBLIN.  But the Goblin maneuvers out of the way of the
              blast. The Rubbery Robot still clinging to the Goblin's back-
              he flies forward toward the 8 ft. Robot.  The 8 ft. Robot
              lets off another BLAST- but The Goblin ducks just enough to
              allow the Rubber Robot to be hit.  The Rubber Robot bursts
              into flames and falls from The Goblin's back.  The Goblin
              continues his forward momentum, KICKING UP HIS JET ENGINE AND
              GAINING IN SPEED- While dodging the robot's blasts- He
              appears to be on a certain suicidal crash course with the
              metallic behemoth- But then he suddenly veers upward- HITTING
              THE ROBOT'S NECK WITH THE EDGE OF HIS GLIDER AND TAKING ITS
              HEAD OFF- THE ROBOT TUMBLES OVER.

              The Goblin brakes in mid-air- and to punctuate the last move
              he tosses a PUMPKIN-SHAPED OBJECT at the Robot- WHICH
              EXPLODES ON IMPACT, destroying the robot.

              The Goblin turns hovering toward Stromm.

                                  GREEN GOBLIN
                               (continuing)
                        For my next trick- I'll proceed to
                        saw a man in half- Any volunteers?

              Stromm is terrified.  He tries to run- The Goblin lifts his
              left hand and points his index finger at Stromm.   The tip of
              the Goblin's index finger is open ended as in the barrel of
              a gun. A LASER BLASTS FROM THE BUSINESS-END.

              STROMM IS HIT- HE IGNITES LIKE KINDLING. His dying body
              collapses flaming to the floor.

                                  GREEN GOBLIN
                               (continuing)
                        Poor Mendel.. He dreamt far beyond
                        his limits..

              The Goblin turns to Silvermane.

                                  GREEN GOBLIN
                               (continuing)
                        -Who's got marshmallows?

              An insane grin takes over his face.

                                  FANCY DAN
                        -This freak's too crazy to live-

              He reaches for his gun.

                                  GREEN GOBLIN
                        Now that's the wrong way to begin
                        a partnership..

                                  SILVERMANE
                        Partnership?  I think  perhaps
                        that fright mask is worn too
                        tightly on your head.. I had
                        little trust for our ambitious and
                        now departed friend there.. Which
                        is why I didn't interfere in your
                        business.. But I have NO trust for
                        you.. Mr.. Green Goblin is it?

              The Goblin floats toward Silvermane.

                                  GREEN GOBLIN
                        My friend.. you should know I
                        don't react well to rejection..

                                  SILVERMANE
                        You are formidable, no doubt- But
                        if you wish to do battle with the
                        assembled ranks of the Maggia.. I
                        caution you that you do so at your
                        own peril..

                                  GREEN GOBLIN
                        I have a better idea..  I propose
                        an agreement..

                                  SILVERMANE
                               (Pause)
                        I'm listening..

                                  GREEN GOBLIN
                        An offering.. To represent our
                        mutual goals..

                                  SILVERMANE
                        Which is?

                                  GREEN GOBLIN
                        Spider-Man.  He's a threat to your
                        organization.  He'll probably be
                        a threat to my enterprises as
                        well.  I'll rid us all of this
                        pest.  And when I do- You and I
                        can negotiate over the same
                        materials which you and my smoky
                        friend were discussing..

                                  SILVERMANE
                        What's your interest in Oscorp?

                                  GREEN GOBLIN
                        Consider me- A not-so-silent
                        partner..

                                  SILVERMANE
                        I see.  Well Goblin.  Deliver on
                        your promise, and we can strike a
                        deal on these materials..  I'll
                        await your call..

              The Goblin nods, his grin, amazingly growing wider.

                                                       CUT TO:

              INT. SCIENCE CLASS - AFTERNOON

              The class is ending, the students are leaving.  Peter is
              talking with Dr. Warren.

                                  WARREN
                               (Looking over Peter's
                                written assignment)
                        Excellent work as always Peter..
                        I'd like for you to help me grade
                        the other students' work.

                                  PETER
                               (Down)
                        Thanks Dr. Warren..

                                  WARREN
                               (Sarcastically)
                        Glad I could help you feel better..

              He notices that Peter's attention is focused on Gwen.  Gwen
              finishes putting her books into her bag, and walks toward the
              door.  She is in a similar mood to Peter's. Peter watches as
              she leaves.  He wants to go to her, but is hesitant.  Warren
              studies him.

                                  WARREN
                               (continuing)
                        Peter- You of all people should
                        know you can't buck the science of
                        human biology...

                                  PETER
                               (Confused)
                        Huh?

              Warren smiles knowingly.

                                  WARREN
                        You're crazy about the girl- Go
                        and talk to her..

              Peter smiles and nods.

              He hurries off to catch up to Gwen.

                                                       CUT TO:

              INT. MIDTOWN HIGH CORRIDOR - CONTINUOUS

              Peter runs up the hallway.

                                  PETER
                        Gwen!

              Gwen sighs listlessly, and stops.  She turns to him.

                                  PETER
                               (continuing)
                        -Just give me a moment to explain
                        what happened..

                                  GWEN
                        Okay..

                                  PETER
                               (Pause)
                        What you saw the other night.. It
                        wasn't what you think it is..

                                  GWEN
                               (Skeptically)
                        ..Okay, what was it?

              Peter starts to speak, but balks.

                                  GWEN
                               (continuing;
                                sarcastically)
                        Well.  That changes everything..
                        Really Pete- you've had the whole
                        weekend to come up with
                        something.. Even a total lie..

                                  PETER
                        But that's the whole point Gwen..
                        I don't ever want to lie to you..

                                  GWEN
                        So tell me the truth..

                                  PETER
                        The truth is pretty difficult to
                        tell also..  Maybe someday..  But
                        right now I'm trying to make sense
                        of the truth in my own mind..

                                  GWEN
                        Listen Peter, I don't expect or
                        want you to be a conquering hero..
                        But if we're going to have
                        something together, I have to know
                        that I can count on you.  That I
                        can believe in you..

                                  PETER
                        Gwendy.. You can believe in me..

                                  GWEN
                        I want to.. But.. But if you run
                        when I need you- and If you can't
                        even open up to me- What is there
                        for me to count on or believe in?

              The answer doesn't come for Peter.

                                  GWEN
                               (continuing)
                        ..Peter I-
                               (pause)
                        I've been so alone in my life.  My
                        mother died 10 years ago.. My Dad
                        and I are very close- But I've
                        never had anyone else to really
                        get close to.. I've seen the same
                        thing with you.. When we got to
                        know each other I thought that we
                        could have the kind of connection
                        that's been missing in both our
                        lives..

                                  PETER
                        We can- Gwendy.. That's exactly
                        how I feel..

                                  GWEN
                        So what is this thing you're
                        hiding?

                                  PETER
                        Gwen it's just.. That I'm too near
                        all of this right now. I need to
                        get perspective on it.. If you'll
                        just give me some time-

                                  GWEN
                               (She looks down,
                                frustrated)
                        ..I'll give you lots of time.. and
                        plenty of space, too..

              With that she turns and walks off.

              Peter watches, his heart shattering.

                                                       CUT TO:

              EXT. STREET - AFTERNOON

              Peter is walking from school, burning over losing Gwen.

              Harry runs to catch up to him.

                                  HARRY
                        Pete!

              Peter turns.

                                  PETER
                               (Smiles only slightly)
                        What's up, Harry?

              They clasp hands in greeting.

                                  HARRY
                        How's it hanging?

                                  PETER
                        Like a noose around my neck..
                        Gwen's written me off..

                                  HARRY
                        Because of the other night?

              Peter nods.

                                  PETER
                        ..I feel like two sides of me are
                        always going to be at odds.. The
                        side of me that wants to do what's
                        right, and the side that wants to
                        be happy..

                                  HARRY
                        Well, of the two- I'd have to pick
                        happiness.. What's more right then
                        making yourself happy? As long
                        you're not hurting anybody else..

                                  PETER
                        Unfortunately for me, my happiness
                        always seems to come at the cost
                        of someone being hurt..  It's like
                        some kind of cosmic joke being
                        played on me.

                                  HARRY
                        You take life too seriously Pete.
                        That's why you need a bud like me.
                        Give her a little while, I'm
                        betting Gwen'll come around.  You
                        two were made for each other..
                        Kinda like Romeo and Juliet..
                        Or.. Mary Jane and me..

              Peter smirks at Harry.

                                  PETER
                        Oh- is that how it is?

                                  HARRY
                        ..Yeah, that's how it is.. We went
                        out last night-

              Harry's braggadocio is cut off by A MASS OF SUDDEN SOUND-
              SCREECHING CARS AND REVVING ENGINES.  POLICE SIRENS AND
              GUNFIRE.

              Peter and Harry turn in the direction of the racket.

              In the nearby intersection, TWO DARK CARS ROAR BY- GUNMEN
              LEANING OUT OF THE WINDOWS FIRE AT TWO PURSUING POLICE CARS.

              Harry ducks down, fearing being hit by any stray gunfire.  He
              looks up and sees that Peter is still standing, following the
              pursuit with his eyes.

                                  PETER
                        Harry- I've gotta go!

                                  HARRY
                        What're you- Nuts?

              Peter starts off in the direction of the chase.

                                  PETER
                        No- I'm a photographer for the
                        Daily Bugle!

              Peter picks up speed and runs across the street, soon
              disappearing around the corner.

              Harry rises slowly from his defensive crouch. He's in awe of
              Peter's fearless charge into danger.

                                                       CUT TO:

              EXT. MAIN STREET - CONTINUOUS

              The car chase continues, until THE DRIVER of the LEADING CAR
              sees that the street ahead of him is closed off by HEAVY
              CONSTRUCTION.

              He slams on his breaks, and the car goes into a tailspin.
              The construction crew scatters AS THE CAR SLAMS INTO AN IDLE
              EARTH MOVER.

              The second car screeches to a stop a few feet away. SEVEN
              GUNMEN climb out of the two cars, and open fire at the
              oncoming police cars.

              The police cars skid to a stop a dozen yards away.  The
              POLICEMEN disembark and ready for a stand-off.

                                                       CUT TO:

              EXT. ALLEYWAY - CONTINUOUS

              Peter runs into the alleyway.  Fast as lightning he begins to
              remove his street clothing, revealing his Spider-Man costume
              underneath.  He leaps onto the wall and runs across it, while
              continuing to change into costume.  Faster than the eye can
              follow, Peter has removed all of his clothing- slipped on his
              gloves and mask, and has spun a protective cocoon in which he
              hides his clothing.

              Spider-Man reaches the wall bordering the alley, and places
              the sticky web-sack with his clothes on the side of the wall.

              From this perched position he can see the gun battle in
              progress.



              From a belt hidden under his top, Spider-Man removes a small
              camera.  He makes a few settings on the camera, and fires a
              webline, hanging the camera from a fire escape.

              Spider-Man fires a second webline, and taking a deep breath,
              he swings into the fray.

                                                       CUT TO:

              EXT. MAIN STREET - CONTINUOUS

              The fire fight continues.  The four policemen are out-gunned
              by the mob of thugs. One of them places a call for back-up.

              One gunman takes aim with an AK-47- WHEN A WEBLINE HITS IT
              FROM THE SIDE.  The snagged weapon is snatched out of the
              gunman's hands, the force of the pull dragging him to the
              ground as well.  A second gunman turns in the direction of
              his fallen comrade, and ANOTHER WEBLINE SNARES HIS WEAPON.

              The third man over turns in the direction of the mysterious
              happenings- AND IS IMMEDIATELY HIT IN THE CHEST BY A SHOT
              from the police.

              The Gunmen become confused, uncertain of which direction to
              focus on- THEY BEGIN FIRING IN ALL DIRECTIONS-

              Spider-Man leaps from the shadows- a blue and red blur.  His
              leap arcing downward within the midst of the nest of Gunmen.
              Careful to avoid shots fired by the police, he grabs hold of
              two of the gunmen and bounces skyward again.  The sudden
              force of Spider-Man's pull causes them to release their
              weapons.

              Spider-Man somersaults in mid-air tossing the disarmed gunmen
              to the ground- The hard landing knocking them unconscious.
              The police cease fire- Spider-Man lands several feet away
              from the remaining two Gunmen- firing his webshooters- He
              snags their weapons before they can get off another shot, and
              yanks them away.

              As the weapons KLAK on the ground, Spider-Man springs forward
              at bullet-like speed- his fists slamming into the faces of
              the last two gunmen, immediately knocking them down and out.

              The police charge forward, securing the fallen gunmen- Spider-
              Man sits atop one of the gunmen's idle cars.

                                  COP 1
                        Thanks for the assist webhead-

                                  SPIDER-MAN
                        I'm not as reliable as you guys..
                        But I try..

              He fires a webline-

                                  SPIDER-MAN
                               (continuing)
                        Keep those badges shiny fellas-

              He swings off.

                                                       CUT TO:

              EXT. ALLEYWAY - CONTINUOUS

              Spider-Man lands back upon the wall where he'd left his
              camera. He begins unravelling it from the webline. HIS SPIDER
              SENSE ALARMS.  He looks up- As the sound of a MINIATURE JET
              ENGINE REVS AND GROWS LOUDER.

                                  GREEN GOBLIN
                        It's a crying shame.. The weirdos
                        you run into on the streets of New
                        York. I'm moving to New Jersey..

              Spider-man sees The Green Goblin descending before him on his
              glider.

                                  SPIDER-MAN
                        Oh boy- And they say the fashion
                        police are after me! Don't you
                        know that green and purple are a
                        couturier faux pas?

                                  GREEN GOBLIN
                        I was looking forward to a taste
                        of that rapier wit-

                                  SPIDER-MAN
                        Oh, so you mean this was a planned
                        rendez vous- Look buddy, despite
                        my suggestive attire, I'm not the
                        kinda guy you can just fly up on
                        and expect a cheap date and a good
                        time..

                                  GREEN GOBLIN
                        Cheap?  Oh no.. This was a rather
                        expensive catered affair.. You
                        know how hard it was to find a
                        group of low-lives dumb enough to
                        pull a daylight robbery and shoot-
                        out with the police, all to draw
                        your fire?

                        Not to mention all the work
                        involved to learn that you're
                        usually in this area at this time
                        of the day..  The Green Goblin
                        does nothing half way, my boy..

                                  SPIDER-MAN
                        The Green Goblin, huh? ..So this
                        was all your doing?  What's the
                        pay-off?

              The Goblin grins wide.

                                  GREEN GOBLIN
                        Why my dear little spider- Your
                        death!

              The Goblin fires a laser blast at Spider-Man- Spider-man
              quickly dodges it.  The Goblin buzzes Spider-man trying to
              ram him with his glider.  Spider-Man continues to dodge.
              Within the close quarters of the alleyway, Spidey has little
              room to move, and so instead moves forward at the Goblin.
              Maneuvering in a manner that seems impossible for a human,
              Spidey gets close to the Goblin, landing several hard
              punches, stunning the Goblin.  Just barely recovering control
              of his glider, the Goblin realizes that he has to change
              tactics and zips out of the alley.

                                  SPIDER-MAN
                        I have to admit- you're a spry
                        little fella- But you'll find-

              Spider-Man fires a webline.

                                  SPIDER-MAN
                               (continuing)
                        I get around pretty well myself-

              Spider-Man swings off behind the Goblin.

              EXT. STREET - CONTINUOUS

              The Goblin circles onto the street- With Spider-Man on his
              tail. The Goblin draws a pumpkin bomb from his pouch-

                                  GREEN GOBLIN
                        A little parting gift, Spider-Man!

              He tosses the bomb at Spider-Man-  Spider-Man releases his
              webline mid-arc, dodging the hurtling bomb-

              THE BOMB SMASHES AGAINST THE WALL OF THE NEAREST BUILDING,
              EXPLODING.

                                  SPIDER-MAN
                        -Appreciate the sentiment Gobby-
                        But I've always been allergic to
                        pumpkins, especially the exploding
                        kind!

              Debris from the damaged wall fall to the street below.

              Spider-Man drops to the street and fires a net of webbing,
              catching the falling debris before it can hit any passersby.

              The Goblin uses this distraction to circle around and toss
              another bomb at Spider-Man.

              AT THE LAST SECOND, SPIDER-MAN LEAPS OUT OF THE WAY, WHILE
              GRABBING TWO NEARBY PEDESTRIANS AND CARRYING THEM CLEAR OF
              THE BLAST.

              Spider-Man sees that the Goblin is reaching for another bomb.
              He fires a webline.

              The Goblin lifts the bomb, ready to chuck it just as Spider-
              Man is swinging in.  Spider-Man Kicks the Goblin hard-
              causing him to drop the bomb.  Spidey releases his webline
              and dives after the bomb.

              He catches it, but its on fire and about to explode in his
              hands. As Spidey drops to the ground, he tosses the hot bomb
              between his hands to keep from burning them.  Landing on the
              ground, Spidey breaks the stem from the round area,
              preventing the chemicals from mixing, extinguishing it.  He
              tosses the harmless bomb away, fanning his smoking, stinging
              hands.

                                  SPIDER-MAN
                               (continuing)
                        ..I've gotta bring up the subject
                        of medical benefits if we
                        superheroes ever start a union..

              The Goblin hovers over him.

                                  GREEN GOBLIN
                        You're not getting winded are you
                        Wall Crawler?  I can keep this up
                        all day!

                                  SPIDER-MAN
                        Not if I can help it-

              The Goblin turns and flies off.

              Spider-Man fires another webline. He looks around at the
              startled crowd.

              They seem to be expecting an explanation from him for this
              mayhem.

                                  SPIDER-MAN
                               (continuing)
                        Hey- I only catch 'em- I Leave the
                        analysis for somebody else..

              He swings off after the Goblin.

              EXT. INDUSTRIAL PLANT - CONTINUOUS

              The Goblin flies over top of the plant- a steaming gaseous
              cloud rests above the complex network of gigantic metal
              pipes.  Spider-Man is not far behind.

              The Goblin dives seemingly fatally toward the piping. Spidey
              lands atop one of the massive pipes, expecting the Goblin to
              crash- but to Spidey's surprise, the Goblin turns on a dime,
              sinking deeper within the tangling of pipes.  Spider-Man
              huffs and follows.

              The Goblin, like a green and purple eagle soars masterfully
              through the piping, almost as though he had flown this
              obstacle course numerous times.

              Spider-Man maneuvers equally skillfully, but finds that he's
              growing tired.

              The Goblin lobs a flock of razor-bats at Spidey.  SPIDEY
              STRUGGLES TO AVOID THEM, AND IS GRAZED BY SEVERAL.

              Desperately, Spider-Man lands on top of a railing.  His
              breathing is heavy.

                                  SPIDER-MAN
                        What- What's happening?  I never
                        get tired out this way..

              The Goblin doubles-back and stops before Spidey.

                                  GREEN GOBLIN
                        -Getting slow in your old age? I
                        could give you a head start.. Or
                        maybe you should just go to bed-

              The Goblin reaches into his pouch, withdrawing a small,
              rubbery figure in the shape of a CARTOON GHOST.

                                  GREEN GOBLIN
                               (continuing)
                        -This is to tuck you in-

              The Goblin tosses the Ghost at Spider-Man. Tired, Spidey
              leaps to avoid it. But as the ghost soars toward him IT
              EXPANDS INTO A GIGANTIC PLASTIC BAG.  IT FORMS A COCOON
              AROUND SPIDER-MAN, TRAPPING AND IMMOBLIZING HIM.

              The Goblin flies in and dismounts from the glider.  Landing
              before the helpless Spider-Man, the Goblin gloats.

              Spider-Man looks up at the still hovering glider.  He notices
              the smoke produced by the exhaust.

                                  SPIDER-MAN
                        ..Tranquilizing gas..

                                  GREEN GOBLIN
                        How clever. Like I said, this was
                        a catered affair.  I spared no
                        expense to make you feel..
                        Appreciated.  And like every good
                        masquerade party- now comes the
                        moment of- the unmasking!

              The Goblin reaches forward and snatches off Spider-Man's
              mask, revealing the frightened face of Peter Parker
              underneath.  The Goblin is himself shocked to see that Spider-
              Man is merely a teenager.

                                  GREEN GOBLIN
                               (continuing)
                        Well!!!  Aren't you PRECIOUS!  The
                        terror of the underworld is
                        child??  I don't know whether to
                        kill you or adopt you!
                               (Pause)
                        But since I already have one
                        shiftless brat- I think killing is
                        the way to go..

              The Goblin lifts his hand. RAZOR SHARP TALONS POKE OUT FROM
              THE FINGERTIPS OF HIS GAUNTLET. He closes in on the maskless
              Spider-Man.  But instead of stabbing him, The Goblin reaches
              for his utility belt, removing his camera from its lodging.
              The Goblin snaps a picture of Peter's face.

                                  GREEN GOBLIN
                               (continuing)
                        -This will adorn your obituary
                        nicely..

              The Goblin makes a swipe with his razor-edged gauntlet-  But
              Spider-Man uses what little energy he has left to whirl
              himself. THE GOBLIN'S SWIPE ONLY CUTS OPEN THE COCOON.

              Spider-Man continues rolling away from the Goblin, summoning
              his last bit of strength to tear himself free of the cocoon.
              Without pausing, Spider-Man rises and breaks into a run.

              Spider-Man runs down a tunnel.  His desperation, as well as
              the gradual waning of the effects of the tranquilizer
              increases Spider-Man's speed, as he puts all of his power
              into escaping.

              The Goblin mounts his glider and gives chase down the
              darkened tunnel.  But as he searches, he finds nothing there.

              Slowly, angrily, he goes over the area- until he notices a
              displaced manhole cover.  He hovers over the hole, but finds
              that his Glider is too large to enter.  Maniacally, the
              Goblin dismounts the glider.  On all fours he peers into the
              hole searching, an unbelievably wild expression on his face.

                                  GREEN GOBLIN
                               (continuing;
                                screaming madly)
                        Just like a spider! Hiding in a
                        crawlspace! Good! Find some
                        insects to feast on!  You can't
                        hide there forever!  You can't
                        hide from the truth!

              INT. MANHOLE - CONTINUING

              Within the labyrinth of optical wiring and piping, Spider-
              Man, unmasked and terrified hides himself, shivering as the
              Goblin's rants ECHO LOUDLY WITHIN THE HOLE.

                                  GREEN GOBLIN (O.S.)
                               (Words are a BOOMING
                                ECHO)
                        -The truth that Spider-Man has
                        been DESTROYED by the Green
                        Goblin! All you've done is give
                        yourself a moment's respite Spider-
                        Man!  You're mine!  And I'm going
                        to kill you!

              The Goblin breaks into PSYCHOTIC LAUGHTER which wafts through
              the manhole. Peter continues to shiver, a terror engulfing
              his face that he's never known before.

                                                       CUT TO:

              EXT. SKYSCRAPER LEDGE - SUNSET

              Peter, still unmasked and in his costume, sits perched on the
              ledge.

              Although the effects of the tranquilizer have worn off, he's
              still shattered by his crushing defeat. Lost, he stares off
              into the SETTING SUN.

                                                       CUT TO:

              EXT. PARKER HOME - EVENING

              Peter wanders home. Just outside of his house HIS SPIDER
              SENSE GOES OFF.  Alarmed, Peter bolts into the house-

                                                       CUT TO:

              INT. PARKER HOME - CONTINUING

              Peter comes to a frantic halt. He spots Aunt May in the
              hallway outside the kitchen.

                                  PETER
                               (Worried, excited)
                        Aunt May! What's wrong?

              May stares at Peter blankly.

                                  AUNT MAY
                        ...Well... I burned a batch of
                        cookies.. But don't worry Peter..
                        There's plenty more for you..

              She smiles at Peter warmly and continues toward the kitchen.
              Befuddled, and still worried, Peter follows her into the
              kitchen, wondering what could have triggered his spider
              sense.

              INT. PARKER HOME HALLWAY - CONTINUING

                                  AUNT MAY
                        I made extra for your guests also..

                                  PETER
                               (Confused)
                        Guests?

              INT. PARKER KITCHEN - CONTINUING

              They turn into the kitchen.  Harry Osborn is in the entry
              way, a big smile on his face.

                                  HARRY
                        Hey Pete! Glad to you see you made
                        it home in one piece!

              They all continue into the kitchen.  Peter sees that there
              are several others there as well.  Mrs. Watson.

                                  MRS. WATSON
                        Hi Peter!

               Mary Jane.

                                  MARY JANE
                        Hey, Tiger!

              And Norman Osborn.

                                  HARRY
                        My dad found your camera where you
                        left it, and he wanted to return
                        it to you-

                                  NORMAN
                        -Personally..

              Norman stands quickly and grasps Peter's hand.  He has a dark
              grin on his face that only Peter can see. Peter realizes that
              Norman is the source of his spider sense being triggered.
              Norman presents Peter his camera.

                                  PETER
                               (Nervously, but
                                trying to hide it)
                        Thank you Mr. Osborn.. Where did
                        you find it?

                                  NORMAN
                        Why, exactly where you left it..
                        At The factory. I'd like to talk
                        to you privately for a moment..
                        Parker.

              They step into the hallway from the unknowing others. Out of
              their view and earshot, Norman's manner changes completely.
              He is again the unmasked Green Goblin.

                                  NORMAN
                               (continuing)
                        Kinky little hobby we have, huh?

                                  PETER
                        How did you find me?

                                  NORMAN
                        2 and 2 makes 4, Parker.. You
                        being in that area, and being of
                        school age, meant you went to the
                        high school.  And lucky me- My
                        good-for-nothing son actually
                        knows you!  Life has its pleasant
                        ironies..

                                  PETER
                               (Cool, but forceful)
                        So what do you want to do, Goblin?
                        Shall we take this outside?

              Norman is unimpressed.

                                  NORMAN
                        Don't sass me junior.. I've
                        already given you your spanking.
                        Now I'm grounding you. The wheels
                        are in motion to have me running
                        this city- From the peaks of its
                        ivory towers to the depths of its
                        sewers.  And I don't intend to
                        have any distractions from you.
                        So- Spider-Man crawls the walls no
                        more. Or you sweet Aunt May-

              He produces one of May's cookies.

                                  NORMAN
                               (continuing)
                        -Who baked these from scratch- God
                        bless her-

              Norman takes a bite from the cookie and makes an expression
              of gastronomic ecstasy.

                                  NORMAN
                               (continuing)
                        -Bakes her next batch of tollhouse
                        in Heaven.  Got it?

              Peter makes an expression of angry defiance.  He and Norman
              lock stares.  But Peter, his defeat still in his mind,
              blinks.  His head lowers.  He nods in submission.

              Norman smiles victoriously.

                                  NORMAN
                               (continuing)
                        Very good, Parker.

              He puts his arm around Peters shoulder in a fatherly way and
              guides him back into the kitchen with the others.

                                  AUNT MAY
                        Now what have you two been
                        gossiping about?

              Norman presents the warmest of manners.

                                  NORMAN
                        Well Mrs. Parker, Harry let it
                        slip that Peter here is a bit of
                        a genius- We were just talking
                        about opportunities that await him
                        in the future!  My company is
                        always looking for fresh blood!

                                  AUNT MAY
                        That's wonderful!

              Peter tries to fake happiness, but can't do it as well as
              Norman.

                                  HARRY
                        Hey Pete- Now that you and my Dad
                        are done talking shop- MJ and I
                        are heading out to catch a flick-
                        you want to see if we can grab
                        Gwen too, and make it a foursome?

              Peter sinks deeper into his funk.

                                  PETER
                        Uh.. Nah, Harry, you guys go ahead.

                                  HARRY
                               (Disappointed)
                        Uh.. Okay..

                                  NORMAN
                        I'd better get running too.  Mrs.
                        Parker, thanks so much for the
                        great cookies and conversation!

                                  AUNT MAY
                        My pleasure Mr. Osborn..

              Everyone begins making their way out of the exit.

                                  MARY JANE
                        -Night, Mrs. P- Later, Tiger..

              Peter again forces a smile and wave. As the DOOR CLOSES after
              the last of the group leaves, Peter's face becomes awash with
              angst.

              May turns toward him smiling.

                                  AUNT MAY
                        So.. What are you doing tonight,
                        kid?  More studying at the
                        library?

              It takes a moment for May's words to register in Peter's
              weary mind.

                                  PETER
                        ..Uh.. No, Aunt May.  I- uh, don't
                        think I'll be doing that anymore..

                                  AUNT MAY
                        Well... Then I guess we have a
                        dinner date..  It'll be ready in
                        an hour.

                                  PETER
                               (still, distracted)
                        ..Okay..

              He walks off.

                                                       JUMP CUT:

              INT. PARKER LIVING ROOM - NIGHT

              May and Peter are watching "JEOPARDY" on television.

                                  AUNT MAY
                               (Excitedly)
                        -What is a- Kawalla Bear!

                                  TV ALEX TRIBEK
                        The correct response is What is a
                        Kawalla Bear-

              May leaps from her seat with excitement

                                  AUNT MAY
                        Yes!

              Her excitement dies down when she looks over to see that
              Peter's mind is a million miles away, and troubled.

                                  AUNT MAY
                               (continuing)
                        What's the matter, Hon?  This was
                        always your favorite show!

                                  PETER
                        I'm sorry Aunt May.  It's just-

                                  AUNT MAY
                        -The life of a Teenager stuff?

                                  PETER
                               (Exhales hard)
                        -Well, definitely living the life
                        of a teenager stuff.. But there's
                        more..

                                  AUNT MAY
                        -Gwen?

                                  PETER
                        Yeah.. There's Gwen and-

                                  AUNT MAY
                        ..Well.. I guess you know I'm not
                        as equipped to lecture teen boys
                        as your Uncle Ben was. But I'm
                        here for you Peter..  You know
                        I'll always do the best I can.

                                  PETER
                        ..I'm just realizing that the
                        world is so big. It's hard as hell
                        out there.  I thought I had things
                        under control- But then I learned
                        the hard way that I wasn't really
                        ready to handle things when they
                        got tough..

                                  AUNT MAY
                        Well Peter.. You've always put so
                        much pressure on yourself! Ever
                        since you were little you were
                        always wanting to take on more and
                        more!  You remember the re-wiring
                        of the house incident?

              Peter nods, regretfully.

                                  AUNT MAY
                               (continuing)
                        And the additive to make detergent
                        clean better?  Acid?  We had to
                        buy a whole new wardrobe for the
                        family after that one!

              Peter continues to nod regretfully.

                                  AUNT MAY
                               (continuing)
                        Peter, I'm not saying you're wrong
                        for wanting to take on the world..
                        I love your excitement and
                        imagination..

                        I'm just saying, maybe you need to
                        take some time and actually be a
                        teenager while you're a teenager.

              Peter thinks on this deeply.

                                  AUNT MAY
                               (continuing)
                        You don't need to be running
                        around out there, where the
                        monsters are waiting for you..
                        The Vultures and the Spider-Men..
                        That's no place for you.

              May's words sink deep into Peter.

                                  PETER
                               (Exhales hard)
                        Yeah, Aunt May.. I guess you're
                        right.

              Peter looks down, defeated.  Then he glances over at the
              television.

                                  PETER
                               (continuing)
                        -What is- Misery..

                                  TV ALEX TRIBEK
                        The correct response is- What is
                        Misery!

              May hoots at Peter's correct response.  A small smile creeps
              onto Peter's face.

                                                       CUT TO:

              INT. STACY HOME - NIGHT

              Gwen is sitting listlessly in the living room, also watching
              "JEOPARDY" on television.

                                  TV ALEX TRIBEK
                        -What is misery!

                                  GWEN
                        Alex- I could write a book..

              Captain Stacy sits at the nearby dining room table looking
              over photographs.  Puffing on his pipe, he reacts to Gwen's
              downtrodden utterance.

                                  CAPTAIN STACY
                               (To Gwen)
                        -It'd be nice to see you doing
                        something..

              Gwen glances over at him.  SHE CLICKS THE TELEVISION OFF WITH
              THE REMOTE.

              Rising, she wanders over and sits across from her father at
              the table.

              She looks at the photos that are spread out across the table.
              They are all of Spider-Man in action.

              Captain Stacy picks up each one, studying it, and writing
              down notes.

                                  GWEN
                        Looks like you have a new hobby..

                                  CAPTAIN STACY
                        He's a fascinating character..
                        But, also being a cop, it serves
                        a purpose figuring him out.. It
                        must've been something to see him
                        in action..

                                  GWEN
                        Yeah.. He was pretty amazing.. But
                        I have to admit that even in the
                        midst of all of that I was a
                        little pre-occupied..

              Captain Stacy places the photo he'd been handling down, and
              looks up at Gwen.

                                  CAPTAIN STACY
                        ..Well.. Are you ready to tell me
                        exactly what happened with Peter
                        that night?

              Gwen huffs.

                                  GWEN
                        ..I couldn't believe it Dad.. In
                        the middle of all of that.. He ran
                        away.. I needed him- other people
                        needed him.. And he just ran..

              A tear runs down her face.

                                  GWEN
                               (continuing)
                        ..But the thing that gets me the
                        most- is that it just didn't seem
                        like him..  It didn't make any
                        sense based on all that I've seen
                        with him..  He has a strength
                        about him- I can see it in his
                        eyes.  I can feel it when we hold
                        hands..  Peter Parker isn't a
                        coward..

                                  CAPTAIN STACY
                        So what's bothering you?

                                  GWEN
                        Dad- it's like he's two people.
                        And I'm scared that I don't know
                        who he's going to be from one day
                        to the next.. Who I might be
                        trusting my heart with. I just
                        don't understand him.

                                  CAPTAIN STACY
                        -You've got too much of your Dad
                        in you.. You can't stand
                        mysteries..

              He glances back down at the photos of Spider-Man.

                                  CAPTAIN STACY
                               (continuing)
                        What I think you've got to decide
                        is, is Peter Parker a mystery
                        worth solving?

              Gwen ponders the question.  She starts to speak- when THE
              DOOR BELL RINGS.

              Gwen looks over at the door.

                                  GWEN
                        -To be continued..

              She gets up and walks over to the door.


                                                       CUT TO:

              EXT./INT. STACY HOME - CONTINUING

              Gwen opens the door, to find Harry and Mary Jane there.

                                  GWEN
                        Mary Jane!  Harry!  What are you
                        two doing here?

                                  MARY JANE
                        We just left the Tiger, we figured
                        catching up with his Kitten would
                        make sense..

                                  GWEN
                               (Confused)
                        Come on in..

              INT. STACY HOME - CONTINUING

              Captain Stacy walks to the foyer to greet Gwen's guests.

                                  GWEN
                        Harry, MJ- this is my Dad.

              Harry reaches over to shake hands with Captain Stacy.

                                  HARRY
                        Great to meet you sir.

                                  CAPTAIN STACY
                        Harry.. MJ..

              MJ smiles.  Harry turns back to Gwen.

                                  HARRY
                        -So- like MJ says, we were at
                        Pete's place earlier.. Gwen- he's
                        really down about what's happening
                        with you two..

              Gwen, not comfortable about talking about it looks away.  She
              looks back and starts to speak-

                                  HARRY
                               (continuing)
                        Look I know it's complicated..
                        What isn't, huh?  I just wanted to
                        tell you about what happened
                        earlier today.. Pete and I were
                        walking, when we stumble onto this
                        shoot-out between the cops and
                        some crooks.. Well, me, like
                        anybody else, ducks for cover- But
                        Pete- that nut doesn't budge.. And
                        even crazier, he runs in the
                        direction of the shoot-out, saying
                        he was going to takes some
                        pictures for the Daily Bugle..

              Captain Stacy, listening intently, looks slowly down at the
              photo of Spider-Man he's holding.  He puffs his pipe.  His
              eyebrow sinks thoughtfully.



                                  HARRY
                               (continuing)
                        I don't know what happened next-
                        I was too chicken to move..

              MJ takes hold of his arm.

                                  MARY JANE
                        Yeah, but he has his good points..

              She winks at Gwen.

                                  HARRY
                        But I just wanted you to know,
                        that whatever is going on with
                        Pete, he's definitely no coward..
                        Maybe you should give him the
                        benefit of the doubt..

              Harry turns leading MJ by the hand toward the door

                                  HARRY
                               (continuing)
                        -I'll see you at school..

              They exit. Gwen thinks hard on what Harry's told her.  She
              looks back her father.

                                                       CUT TO:

              INT. SILVERMANE OFFICE - NIGHT

              Silvermane sits at his desk.

                                  SILVERMANE
                               (Sarcastically)
                        -I get no end of pleasure at the
                        sight your leering grin..

              REVERSE ANGLE:  The Green Goblin stands before Silvermane's
              desk.

                                  SILVERMANE
                               (continuing)
                        To what do I owe the pleasure,
                        Goblin?

                                  GREEN GOBLIN
                        I come bearing gifts..

              The Goblin reaches into his pouch- To that, The Enforcers all
              immediately draw their weapons, pointing them at The Goblin.

              The Goblin, his cool maintained, lifts his hands.

                                  GREEN GOBLIN
                               (continuing)
                        Easy, gentlemen.. I think you'll
                        like this surprise..

              Slowly, accommodatingly the Goblin reaches into his pouch.  He
              gradually removes the sought after object, so that all can
              see that it isn't a weapon.  He lightly tosses a soft
              material object onto Silvermane's desk.

              Silvermane uses a sharp letter opener to unfold the red cloth
              object to reveal-

                                  SILVERMANE
                        Spider-Man's mask..

              The Goblin proudly plops himself into a chair across from
              Silvermane, brazenly throwing his feet criss-crossed atop
              Silvermane's desk.

                                  GREEN GOBLIN
                        -That's right!  The Goblin always
                        delivers on his promises..

                                  SILVERMANE
                        -Then why isn't there a head along
                        with the mask?

                                  GREEN GOBLIN
                        Trust me.. Spider-Man is no longer
                        a threat..

                                  SILVERMANE
                        You've yet to earn my trust..
                        Fancy Dan?

              Fancy Dan removes a cell phone from his inner coat pocket.
              He speed dials.

                                  FANCY DAN
                        Mac? What's the status on the bug?

              Fancy Dan listens intently for several seconds.  Everyone
              else in the room waits heedfully for him to continue.

              After a few seconds more, Fancy Dan switches off the phone.
              He turns to Silvermane.

                                  FANCY DAN
                               (continuing)
                        None of our spotters have seen any
                        sign of him..

                                  SILVERMANE
                        Good enough.

                                  GREEN GOBLIN
                        That was easy..


                                  SILVERMANE
                               (To the Goblin)
                        -We have spotters placed
                        strategically around the city..
                        Watching for police activity, our
                        competitors and the like. Were the
                        wall-crawler making his usual
                        rounds, one of them would've seen
                        him by now..

                                  GREEN GOBLIN
                        Then you could've finished him
                        long ago..

              Silvermane smirks.

                                  SILVERMANE
                        Seeing Spider-Man and killing him
                        are two very different things.. It
                        wasn't worth compromising the
                        placement of our men simply to
                        take a fool-hardy shot at the
                        insect. That would've only
                        happened if absolutely necessary.
                        Otherwise, I prefer to leave that
                        to.. Dedicated souls such as
                        yourself..  And had we eliminated
                        Spider-Man you and I would have no
                        business together.. Which we do
                        now.. Fancy Dan- make the call-
                        the shipment to Oscorp goes
                        through.

              Fancy Dan nods and dials.

                                  GREEN GOBLIN
                        ..Nice doing business with you..

                                                       CUT TO:

              INT. SCIENCE CLASS - AFTERNOON

              Professor Warren is at the board writing notes. The rest of
              the class is writing in their note books.

              With the exception of Peter.  His eyes are directed outside
              the window at the sky.  He looks off desiring to be swinging
              across the skyline.

              And with the second exception of Gwen.  Her eyes are on
              Peter.  She studies him, wondering what's going through his
              mind.  Wondering what to say to him.  Seeing that Peter is
              turning his head toward her, she turns away.  She's the only
              thing more beautiful to Peter than that skyline.  He breathes
              hard at the resolution that both are seemingly forever denied
              him.

                                                       CUT TO:

              INT. MIDTOWN HIGH CORRIDOR - AFTERNOON

              Peter walks to his next class, his head down, so he doesn't
              notice as he walks directly into Flash Thompson- Flash turns-
              an angry grimace on his face. His anger turns to a mild
              grumble, spotting that its Peter.  Peter is startled by this
              reaction.

                                  FLASH
                        -Parker...

                                  PETER
                        ..This isn't the best time for
                        this Flash..

                                  FLASH
                               (Begrudgingly sincere)
                        ..So.. tell me.. What's your
                        secret?

              Peter is stunned by the question, having so many secrets to
              keep.

                                  FLASH
                               (continuing)
                        I mean.. You've got one of the
                        hottest chicks in school walking
                        on your arm.. Even Harry Osborn
                        seems to like you.  And I mean
                        really like you..

              Peter is almost touched by this sincere reaching out from
              Flash.  Were he not so inundated by his own pain, he'd be
              considerate of just how much it takes for Flash to do this.

              But Peter is inundated by his pain.  So the only response he
              can come up with is-

                                  PETER
                        ...I don't have any secrets to
                        share Flash.  I don't have time
                        for this now.

              Flash, feeling rejected after extending himself in a manner
              that he isn't used to, resorts to his patented reaction to
              such things-

                                  FLASH
                               (Angry, rejected)
                        What?  You little maggot!  That's
                        what I get for taking a little
                        pity on a loser-

              Flash cocks his arm and launches a punch.  But-  Faster than
              Flash can tell what's happening, Peter grabs Flash's punching
              arm- whirls Flash's ENTIRE BODY around and SLAMS him against
              the lockers.  For several seconds, Flash is too stunned to
              respond.  Peter's fist is raised, ready to seal the deal.
              But he stops himself.  Seeing Flash helpless against the
              lockers, Peter relents and releases him.

                                  PETER
                        ..Sorry, man..

              He turns without another glance and walks sadly away.  Flash,
              just now fully recovering his senses breathes a deep sigh of
              relief.  He watches Peter as he walks off, wondering exactly
              what just happened.

              Further down the hall, Gwen has watched the entire exchange.
              She too wonders what just happened.

                                                       CUT TO:

              INT. OSCORP BOARDROOM - AFTERNOON

              Norman sits at the head of the conference table, surrounded
              by the members of the board.

                                  NORMAN
                        -And so Gentlemen, it is with the
                        deepest regret that I must
                        officially inform you of my
                        partner, colleague and dear friend
                        Mendel Stromm's untimely death.
                        The result of a terrible
                        industrial accident within his
                        robotics laboratory.

                        The circumstances are still under
                        investigation, but it seems a
                        simple case of dear Mendel's
                        ambitions getting the better of
                        his judgment.  Working alone in
                        his lab, a little gremlin simply
                        must've gummed up the works
                        causing an explosion.  Thank God
                        no other lives were lost..

              The board members all nod customarily with less than sincere
              expressions of concern.

                                  NORMAN
                               (continuing)
                        ..Of course, this can do nothing
                        to compensate for Oscorp's loss,
                        but on a slightly brighter note,
                        I'm happy to inform you gentlemen
                        that the Oscorp Cold Fusion
                        project is back on track. Within
                        1 month's time we will be ready to
                        bring the processor online.

                                  BOARD MEMBER 1
                               (Failing to appear
                                sad over Stromm)
                        1 month?  That's incredible,
                        Norman!
                               (Remembering to be
                                concerned over
                                Stromm)
                        Uh.. A fitting tribute Mendel's
                        memory..

                                  NORMAN
                               (Grinning like the
                                Goblin)
                        I couldn't agree more..

                                                       CUT TO:

              INT. PARKER LIVING ROOM - EVENING

              Aunt May is watching television.  Peter walks into the living
              room and joins her.

                                  AUNT MAY
                        Hi Hon! What are you doing
                        tonight?

                                  PETER
                        My evening's free Aunt May.. So
                        it's just you, me and Alex Tribek..

                                  AUNT MAY
                        Two nights in a row, huh? I guess
                        my perfume really is as good as
                        the commercial says!

              Peter starts to laugh, but then his attention fixes on the
              television news.

                                  NEWS CASTER
                        -Several armed men are escaping
                        with approximately 3 million
                        dollars in jewelry.. The police
                        are in pursuit-

              Peter tenses.  He's ready to spring from his chair-

                                  AUNT MAY
                        -Looks like another good night to
                        be off the streets, Peter.. It
                        gets worse out there everyday..

              Hearing May's voice reminds him of the threat made toward her
              by Norman Osborn.  Peter restrains his desire to go after the
              criminals. Shrinking deeper into his seat.

              THE DOOR BELL RINGS.

                                  PETER
                        ...I've got it Aunt May..

              Peter goes to the door. Opening it he sees-

                                  PETER
                               (continuing)
                        Gwen..

                                  GWEN
                        Evening, Mr. P.. You gonna leave
                        me out in the cold?

                                  PETER
                        You?  Never..

              He welcomes her inside.

              They enter the living room.

                                  GWEN
                        Hi, Aunt May!

                                  AUNT MAY
                               (Happily)
                        Gwen!  Well, aren't you a sight
                        for sore eyes! Sit down!  Can I
                        get you something dear?

                                  GWEN
                        I'm fine Aunt May.. I mostly
                        wanted to talk to Peter..

              Aunt May, wanting to give them some privacy rises from her
              chair.

                                  AUNT MAY
                        Well.. Let me get us all some
                        fresh pie and milk..

                                  PETER
                        Thanks Aunt May..

              Aunt May slips out of the living room, leaving Peter and Gwen
              alone.

                                  PETER
                               (continuing)
                        It's great to see you Gwendy..

                                  GWEN
                        Great to see you too, Pete..

                                  PETER
                        -About the last time we spoke-

                                  GWEN
                        -I'm sorry about that Peter.. It
                        was wrong of me to push you so
                        hard.. With everything that's
                        happened to you, losing your
                        Uncle, having to work at the Daily
                        Bugle to help Aunt May.. I
                        should've understood that maybe
                        things would be alot more
                        confusing for you than anyone can
                        see.. You were going to take
                        photos at the Carnival weren't you?

              Peter is uncertain of what to say, but decides to go with the
              flow.

                                  PETER
                        Uh... Uh-huh.

                                  GWEN
                        So why didn't you just tell me
                        that?

              Peter pauses, searching for something that'll keep Gwen on
              the same track.

                                  PETER
                        Well...  It's Aunt May.  I know
                        she's gonna have a fit if she
                        finds out I'm taking crime photos
                        for the Bugle.. And I figured..
                        The more people that know, the
                        more chances there are that'll it
                        get back to her..

                                  GWEN
                               (pondering the weight
                                of his explanation)
                        Uh-huh..

              Seeing that Gwen is going for it, Peter figures he'd better
              make a second strike to keep her going.

                                  PETER
                        And let's face it, Gwen.. You're
                        the tough Cop's daughter.. I was
                        afraid you might wanna stick with
                        me.. And I didn't want you to put
                        yourself in any danger..

                                  GWEN
                               (smiles)
                        You don't have to worry about me..
                        You know I can look out for
                        myself..  But I would've been
                        worried about you though..

                                  PETER
                        ..That's another reason..

              Gwen pauses considering everything before she continues.

                                  GWEN
                        -I saw what happened today with
                        you and Flash..

              Peter becomes concerned.

                                  PETER
                        ..I wish you hadn't.. What you saw
                        there wasn't me..

                                  GWEN
                        It was you.. The real you.

              Peter becomes even more concerned, not knowing how deep her
              understanding might reach.

                                  PETER
                        So.. What do you think?  I'm some
                        kind of tough guy?

                                  GWEN
                        The guy I saw had a bully pinned
                        down- and even though he could've
                        clobbered him, he let him go.  He
                        thinks with his mind and his
                        heart, not his fists..

              Peter's heart lightens at her words.

                                  GWEN
                               (continuing)
                        That's the guy I always saw in
                        you.. That's the guy I want to be
                        with.. I can give you the time
                        that you need to feel comfortable
                        about sharing whatever it is that
                        you're going through.. That is if
                        you think it's worth trying again..

              Gwen reaches for him and takes his hand.  Peter smiles at her
              touch.  But then the cloud he's under rises again.  And he
              sees the threat of Norman Osborn, the Green Goblin, and yet
              another person he cares about being endangered.  And he feels
              yet again the fear of not being able to protect Gwen.

                                  PETER
                        I want to Gwen.  More than you can
                        know.  But you know what?  I'm not
                        the guy you thought you saw today.
                        You know the real reason why I
                        finally went at Flash?  And the
                        real reason why I let up?  It's
                        because I realized that I'm
                        everything he's always said.  A
                        loser.  A failure.  A
                        disappointment to everyone I love.
                        Yeah.  Sure.  I can perform a
                        trick or two.  Yeah, I can fake
                        some cool moves.  But when the
                        chips are down-  When I really get
                        under the wire- I fold like cheap
                        tent. I don't deserve anyone as
                        wonderful as you, Gwen.

                        And you'll only be hurt hanging
                        around a zero like me.

                                  GWEN
                        Pete, how can you say all of this?

                                  PETER
                        At least I learned that much from
                        my Uncle Ben.. I guess this is
                        taking responsibility.. It's what
                        being a man is.. Believe me Gwendy
                        it hurts more than I can say
                        telling you this- but I'm just no
                        good for you.. The further you get
                        away from me the better off you'll
                        be..

              Gwen is stunned beyond words.  All she can do is get to her
              feet and dash for the door.

              Aunt May, seeing Gwen tearing out of the house hurries into
              the living room.

                                  AUNT MAY
                        Peter! I couldn't believe what
                        what I heard!

                                  PETER
                        You were listening?

                                  AUNT MAY
                        Yeah- like you thought I wouldn't?
                        And I'm glad I did! Peter.. No-
                        this isn't right!

              Peter looks at the ground.

                                  PETER
                        It's the truth Aunt May.

                                  AUNT MAY
                        No it isn't!
                               (She searches for
                                words)
                        I know this is mostly my fault..

                                  PETER
                        It's not..

                                  AUNT MAY
                        Hearing you say all of that to
                        Gwen..

                        It was like my words came back to
                        bite me.. Peter- this is not what
                        I wanted.. It's not what your
                        Uncle Ben wanted.. You have to
                        believe in yourself! When your
                        Uncle Ben was killed- I decided
                        that everything good in the world
                        died with him.. And I just decided
                        to lock myself up in this house
                        with my memories.. I thought I
                        needed to protect you from all the
                        ugliness out there.  But I can't
                        let you shut the world out like I
                        have..  Your Uncle Ben loved life
                        and he embraced it with all of his
                        heart! I won't let you do anything
                        less with your life.. You owe it
                        to yourself to get back out there
                        and give it your all! And even if
                        you fail- You still win!

                                  PETER
                        -But what if what I do hurts you?

                                  AUNT MAY
                        The only way you can hurt me is by
                        burying yourself.  By depriving
                        the world of all your special
                        gifts. I'd rather go to my grave
                        this minute than see you give up..
                        Peter Parker- if you really love
                        me- If you really love your Uncle
                        Ben- then you'll go out there and
                        give your all in everything you
                        choose to do.. That's how we
                        raised you- Nothing else matters.

              Peter is energized by her words. He hugs her tightly and
              gives her a deeply loving kiss on the cheek.

                                  PETER
                        I promise- I won't let the two of
                        you down.

                                  AUNT MAY
                        Well- you can start by going to
                        Gwen.. She's made of some pretty
                        special stuff herself.. Reminds me
                        of a certain silver-haired beauty
                        that I know..

              Peter smiles warmly.

                                  PETER
                        Yeah.. I know.

                                                       CUT TO:

              INT./EXT. STACY HOME - EVENING

              Gwen opens the door to her house, and makes a surprised look.

              Without a word, Peter grabs her and kisses her passionately.

              When he releases her, she gasps, startled.

              Peter considers that he might've gone too far.

                                  PETER
                        Gwen, I-

              Before he can say another word, she grabs him and kisses him
              just as passionately.

                                  PETER
                               (continuing; grinning)
                        Uh.. Thanks.  Thanks for believing
                        in me. I just wanted to tell you
                        that.

                                  GWEN
                        Well.. I'm glad you didn't tell me
                        over the phone.

                                  PETER
                        I have to take care of some things-
                        But I'll be back, soon..

                                  GWEN
                        ..I'll see you soon, Mr. P-

                                                       CUT TO:

              INT. CAPTAIN STACY'S STUDY - EVENING

              Captain Stacy sits at his desk going over police reports,
              when he hears the RUSTLING WIND suddenly get louder and feels
              a strong breeze, he looks up to see his window open, and
              Spider-Man climbing in.

                                  CAPTAIN STACY
                        You!  Breaking and entering is a
                        crime, wall crawler.. I've looked
                        it up.  What do you want?

                                  SPIDER-MAN
                        Everything I've ever seen of you
                        says you're a fair man.. Maybe we
                        can help each other..

                                  CAPTAIN STACY
                        I'm not used to making deals with
                        men in masks.  But let's hear what
                        you have to say.

                                  SPIDER-MAN
                        A question actually.. If someone
                        had plans to run the city's
                        underworld what would that mean to
                        you?

                                  CAPTAIN STACY
                        That they planned to have unhappy
                        words with Silvermane..

                                  SPIDER-MAN
                        ..Do you know where Silvermane
                        fluffs his coif?

                                  CAPTAIN STACY
                        He's got dozens of buildings all
                        over town.  But none that we can
                        pinpoint as his base of
                        operations..

                                  SPIDER-MAN
                               (Pause)
                        Then I guess I'll have to find him
                        the hard way..

              He turns to the window.

                                  CAPTAIN STACY
                        Wait!  I have a few dozen
                        questions to ask you-

                                  SPIDER-MAN
                        Another time Cap- I'm not really
                        one for public speaking- But when
                        I have more on Silvermane, I'll be
                        in touch..

                                  CAPTAIN STACY
                        But-

              With a WHOOSH, Spider-Man is out the window and gone.

                                                       CUT TO:

              INT. EMPIRE STATE UNIVERSITY SCIENCE DEPARTMENT - AFTERNOON

              Peter Parker enters the lab and finds Dr.s Connors and
              Morbius at work.

              Hearing Peter enter, Connors looks up from his microscope.

                                  PETER
                        Dr. Connors?

                                  CONNORS
                        Well, Parker.. When Dr. Warren
                        called me and said he was sending
                        you over, I hurried and made sure
                        our insurance was up to date.. So
                        I can safely say its good to see
                        you again..

              Peter laughs and shakes his hand.

                                  PETER
                        It's good to see you too Doctor..
                        And you, Dr. Morbius..

                                  MORBIUS
                        Parker..

              They shake hands, and Morbius turns back to his work.

                                  CONNORS
                        So, how can I help you Parker?

                                  PETER
                        I was told by Dr. Warren that you
                        had access to some equipment that
                        I needed for an experiment I've
                        been working on.

                                  CONNORS
                        Yes.. Well, our connection to
                        Oscorp means we get a surplus of
                        supplies.. I'm sure we can spare
                        a few odds and ends for a
                        promising young scientist..
                        Anything to keep you off the
                        streets..

              Peter removes a list from his bag and presents it to Connors.

              Connors takes the list and studies it.

                                  CONNORS
                               (continuing)
                        Hmm.. Okay.. You're not building
                        a bomb, are you?
                               (laughs)
                        I don't think Oscorp would want
                        any of its equipment used for the
                        wrong reasons..

                                  PETER
                               (Smiles ironically)
                        No.. All with the best of
                        intentions..

              Connors slaps Peter on the shoulder playfully and stands.

                                  CONNORS
                        Come on.. I'll set you up..

              Peter follows as Connors walks toward the supply closet.

                                                       CUT TO:

              INT. OSBORN MANSION - AFTERNOON

              Peter, Harry, Gwen and MJ are in the living room watching
              MUSIC VIDEOS.  MJ and Harry are up and dancing to the music.
              Gwen is trying to get Peter up.

                                  GWEN
                        Come on, Pete-

                                  PETER
                        Aw, Gwendy.. I don't even have
                        have two left feet. I have
                        hooves..

                                  GWEN
                        ..I think I can get you on the
                        right track-

              Gwen slides backward and starts to sway to the music in a
              most graceful and seductive manner.  Peter is hypnotized by
              the swing of her hips.  As in reaction to the Pied Piper, he
              rises to his feet and follows Gwen, moving with gradual ease
              to the beat. His super human agility proving to be more than
              just for fighting, his feet stepping lightly and rhythmically.

              MJ looks over and sees Peter and Gwen gliding across the
              floor, and is amazed.

                                  MARY JANE
                        Whoa, Tiger- You can move!

                                  HARRY
                        -It's just some of the patented
                        Osborn cool rubbing off..  I could
                        sell it bottles..

                                  MARY JANE
                        Uh-uh.. You're gonna need every
                        bit of it to hold on to me..

              Harry moves in closer to MJ.

              Peter, across the room does likewise with Gwen.

                                  GWEN
                               (Smiling)
                        I think you pick this up pretty
                        quick..

                                  PETER
                        All I needed was to see you
                        swiveling on the floor- the rest
                        was easy..

                                  HARRY
                        Just don't let my dad see us
                        having too much fun, group.. He'll
                        want to charge us admission next
                        time..

              The mention of Harry's dad sets off a light bulb in Peter's
              head, and he remembers his real reason for going there.

                                  PETER
                        Hey Gwen it kills me to have to
                        put a pause on this- but- Harry-
                        where's your bathroom?

                                  HARRY
                        Down the hall- And don't skimp on
                        the air freshener when you're done..

                                  PETER
                        Hilarious..

              Peter gives Gwen a kiss on the cheek and walks down the hall.

              INT. OSBORN MANSION/CORRIDOR - CONTINUING

              Peter enters the corridor and a solemn determination takes
              over his face.  He walks past the bathroom and continues
              walking, searching for something.

              Peter turns the corner and continues down the adjacent
              corridor.  As he continues walking, he can hear NORMAN
              OSBORN'S VOICE.

              Silently, Peter creeps up toward the slightly ajar door of
              Norman's den.

              INT. NORMAN OSBORN'S DEN - CONTINUING

              Peter can see Norman within the den.  Norman paces about the
              den while talking on a cordless phone.

                                  NORMAN
                        ..Yes, Jason.. You can expect the
                        isotope shipment tonight.  I'll be
                        there myself to inspect the
                        contents.. I'll talk to you later..

              He hangs up the phone.  He hits the speed dial button and
              places the phone back to his ear.

              Peter continues to watch, and sees something very startling.
              As Osborn's phone call is answered, his manner, his very
              persona changes completely.

                                  NORMAN
                               (continuing)
                        Good evening Mr. Manfredi..

              Osborn's voice has also changed.  It's deeper and far more
              sinister.  He has fully transformed into The Green Goblin,
              without a mask.

                                  NORMAN
                               (continuing)
                        I'll be there tonight to look over
                        the goods.. And a buffet spread
                        won't bring a frown to my face
                        either..
                               (pause)
                        Do you order executions with that
                        mouth?

              Osborn shuts off the phone.  He turns toward his desk.
              Taking note of the Green Goblin statue on his desk, Norman
              gives it a wink and a friendly slug on the chin.

              Peter watches as Norman continues into the den, walking
              without hesitation toward the bookcase at the far wall. To
              Peter's only slight surprise, the BOOKCASE OPENS and Norman
              enters the hidden corridor.

              Taking a moment to be sure Norman isn't turning back,  Peter
              quietly enters the den.

              He pauses only for a moment to regard the Goblin statue with
              a sense of disturbance almost as though Norman can see him
              through the Goblin's eyes.  Then he continues toward the
              secret corridor.

              INT. NORMAN OSBORN SECRET LAB - CONTINUING

              Staying close to the wall and out of sight, Peter spies on
              Norman as he moves busily in his lab.  Peter can see that
              this is where Norman stores his Green Goblin equipment.

              Norman inspects the equipment, as though he intends to use it
              in the near future.

              Norman crosses the room and opens a large, heavy steel door,
              leading to a supply room.  He enters it.

              Using this opportunity, Peter creeps silently into the lab.

              In awe, and perhaps a bit of fear, Peter looks about the
              chamber of scientific horrors.

              Out of the corner of his eye, Peter catches a view of a
              figure behind him- he turns- and finds himself face-to-face
              with the Green Goblin! Peter jumps, then realizes that its
              only the costume hanging.  But in the next instant, Peter's
              SPIDER SENSE ALARMS- As Norman emerges from the supply room!

              Peter leaps- high and fast- flipping and clinging to the
              ceiling.

              Norman looks around the lab, sensing something unusual- but
              seeing nothing, he shrugs it off.  He doesn't think to look
              at the ceiling. He turns and leaves.

              Seeing the coast is clear, Peter drops from the ceiling,
              landing gracefully and lightly on the floor.

              He searches the room until his eyes lock on the Goblin's
              glider, housed and locked on a platform.  Peter draws from
              his pocket a small object in the shape of his spider emblem.
              He places it under the glider's right wing, and it attaches
              via a magnet.

                                                       CUT TO:

              INT. OSBORN MANSION - CONTINUOUS

              Back in the living room, Gwen is becoming impatient.

                                  GWEN
                        What could be taking Peter so long?

                                  HARRY
                        Those Burrito Blitzes can rip
                        right through ya, and Pete had two
                        of 'em..  Where does a guy that
                        skinny put all of that food?

                                  GWEN
                        Well, we've gotta motor if we want
                        to get to the movies on time- So
                        Mr. P's gonna have to pop some
                        Pepto Bismal.. Which way is the
                        bathroom, Harry?

                                                       CUT TO:

              INT. OSBORN MANSION/CORRIDOR - CONTINUOUS

              Gwen walks down the corridor, searching for the bathroom.

              Norman Osborn, as if in perfect, poetic symbolism, emerges
              from the darkness, deeper within the corridor.

              Norman's eyes widen at the sight of the beautiful Gwen, as
              though she were a piece of well-cooked meat.

                                  NORMAN
                        My-my.. Look what wandered into my
                        parlor..

              Gwen is startled by Norman's sudden appearance, and equally
              by his sinister manner.

                                  GWEN
                        ..I'm uh- I was looking for Peter
                        Parker..

              Norman's eyes widen even more at the mention of Peter's name.

                                  NORMAN
                        Really?

              Suspicious thoughts run through Norman's mind. He turns like
              a stalking wolf toward the open door of his den.  He slowly
              takes a step toward the door-

              When they hear a FLUSH IN THE BATHROOM.

              The door to the bathroom swings open and Peter emerges.  He's
              surprised to see the two waiting for him.  As Peter exits the
              door WE SEE THAT THE WINDOW OF THE LARGE BATHROOM IS WIDE
              OPEN, thus Peter used it to climb in through.

              Norman is superficially friendly.

                                  NORMAN
                               (continuing)
                        Well.. Parker.  Nice to see you
                        again.

                                  GWEN
                        ..What happened?  Did you get lost
                        in there?

              Peter joins in Norman's act of superficiality.

                                  PETER
                        It was such a lovely place.. I was
                        thinking of moving in.. Mr.
                        Osborn, what's the going rate on
                        a palatial bath?

                                  NORMAN
                               (laughs)
                        I think we could work something
                        out.. And who's your friend?

              Peter freezes.  He doesn't want to say Gwen's name. But he
              doesn't want to appear suspicious before Gwen.

                                  PETER
                        Oh.. Mr. Osborn.. This is.. This
                        is Gwen..

                                  NORMAN
                        Gwen..?

              He gestures to Peter expecting a last name.

                                  PETER
                        Gwen.... -do-lyn.

              Osborn raises his hand to shake hers.  But it's more like a
              snake coiling to strike.

              Peter pulls Gwen away before she can lift her hand.

                                  PETER
                               (continuing)
                        Hey.. We better get running if
                        we're going to make that movie
                        Gwendy..

              Gwen raises no protest, as she clearly senses something wrong
              about Norman.

                                  NORMAN
                        Now Parker.. You be sure to stay
                        out of trouble..

              Peter smirks acknowledging both the quip and the underlying
              meaning. Peter and Gwen move quickly up the hall.  As they
              turn the corner, Peter looks back.  Norman hasn't moved from
              his spot.  They lock eyes, and their true feelings of
              outright hatred is expressed. Peter and Gwen continue walking.

                                                       CUT TO:

              INT. PETER PARKER'S BEDROOM - EVENING

              Peter sits at his desk. He studies the small black box shown
              in the opening sequence now outfitted with a directional grid.

              A SMALL BLIP BEGINS MOVING IN A NORTH-WESTERLY DIRECTION
              ACROSS THE GRID.

              Peter's eyes light up with intense excitement.

                                  PETER
                        Well Uncle Ben.. This isn't quite
                        the use we imagined for this
                        tracer of ours- but I'm sure you'd
                        approve..

              Peter stands and pulls off his shirt, revealing his Spider-
              Man costume underneath.

                                                       CUT TO:

              INT. SILVERMANE WAREHOUSE - NIGHT

              Within the well-stocked warehouse, the shipment of
              radioactive isotopes for Oscorp is being shipped out.

              Fancy Dan and the other Enforcers are supervising the
              shipment.

                                                       CUT TO:

              INT. SILVERMANE OFFICE - CONTINUOUS

              Silvermane sits within his office.  The Green Goblin stands
              next to him.

                                  SILVERMANE
                        ..You've looked over the goods..
                        I take it you're satisfied?

                                  GREEN GOBLIN
                        Very..

                                  SILVERMANE
                        And now about the further
                        arrangements..

                                  GREEN GOBLIN
                        Further arrangements?

                                  SILVERMANE
                        For the subsequent shipments..

                                  GREEN GOBLIN
                        Oh. Those.

                                  SILVERMANE
                        Of course.. How do you intend to
                        pay for them?

                                  GREEN GOBLIN
                        Oh, well.. I figured I'd pay in a
                        lump sum..

              Behind Silvermane's back, the Goblin raises his fist,
              preparing to strike a lethal blow to the old mob boss' head-

              When suddenly there's an EXPLOSION ON THE MAIN FLOOR.  Both
              Silvermane and the Goblin are startled.

                                                       CUT TO:

              INT./EXT. SILVERMANE WAREHOUSE - CONTINUOUS

              SILVERMANE'S MEN ARE UNDER ASSAULT BY POLICE SWAT TEAMS.

              TEAR GAS AND GUNFIRE BURST ALL AROUND.

                                                       CUT TO:

              EXT. SILVERMANE WAREHOUSE - CONTINUING

              The police and SWAT vans are placed strategically.

              THE SWAT CAPTAIN walks over to Captain Stacy.

                                  SWAT CAPTAIN
                        Stacy- How'd you know this was the
                        place?

                                  CAPTAIN STACY
                        Oh.. I had a little bug dropped in
                        my ear..

              Stacy looks up at the rooftops, and sees Spider-Man running
              across.

                                                       CUT TO:

              INT. SILVERMANE OFFICE - CONTINUOUS

              The Enforcers burst into Silvermane's office.

                                  FANCY DAN
                        Boss- The cops are everywhere!
                        We've gotta get you outta here!

              Silvermane hurries across the room.  The Goblin grumbles with
              frustration.  He looks out the window.

                                                       CUT TO:

              INT. SILVERMANE OFFICE CORRIDOR - CONTINUOUS

              The Enforcers surround Silvermane for protection as they move
              him down the hallway.

              Suddenly- WITH A CRASH- Spider-Man swings in through the
              nearby window.

                                  SPIDER-MAN
                        Howdy- I'm here to escort
                        Silvermane to Sing Sing.. But
                        don't worry Gramps- Every Thursday
                        is Bingo night..

                                  SILVERMANE
                        So it would appear that our green-
                        skinned friend failed to dispose
                        of you as he'd said.. This is why
                        I never trust a man in a mask..
                        Gentlemen, exterminate this insect-
                        And the Green Goblin as well-

                                  FANCY DAN
                        With pleasure..

              The Enforcers close in on Spider-Man.

              Silvermane hits a switch on the wall, and A SECRET ELEVATOR
              OPENS.

              Spider-Man fires a webline, pinning Silvermane's hand to the
              wall.

                                  SPIDER-MAN
                        Wouldn't want you to over-exert
                        yourself running Pops..

              Spider-Man turns and is met by Montana's rapidly twirling
              lasso-

                                  MONTANA
                        I'll have 'im strung-up by his
                        neck in a second!

              Montana hurls the lasso- but Spider-Man quickly dives through
              the loop before it can ensnare him.

              Spidey hurtles forward, readying to toss a knock-out punch,
              but is caught mid-air by the enormous Ox.

                                  OX
                        I'll crush him!

                                  SPIDER-MAN
                        Hey!  Those are my favorite ribs
                        you're squashin'!

              Ox tries to slam Spidey onto the floor, but Spidey twists and
              lands on his feet.  Using his leverage, he up-overs the Ox
              and slams him. THE FLOOR RUMBLES FROM THE IMPACT.

                                  SPIDER-MAN
                               (continuing)
                        A Weight Watchers candidate if I
                        ever saw one..

              As Spidey looks up from the unconscious Ox, his Spider sense
              flares- Montana fires his Colt Python.  Spidey jerks to the
              side, as the bullet whizzes past him.  He immediately fires
              a webline, snagging the pistol from Montana's grip.  At that
              second, Fancy Dan leaps in, throwing a kick at Spider-Man's
              head. Spider-man dodges the kick easily, but as Dan continues
              his spin, he lets off a shot from his 9mm pistol.  Spidey has
              to work a bit harder to dodge this, but does. Fancy Dan
              continues his assault, with a succession of spinning kicks,
              complimented by gunshots.

                                  SPIDER-MAN
                               (continuing)
                        I don't know what's more
                        impressive- Your karate skills- or
                        the fact that you can find an
                        Armani suit in kiddy sizes..

                                  FANCY DAN
                        You'll be laughin' outta the other
                        side a' your mask when I'm done
                        with you bug-eyes..

              Montana whirls his lasso again, and tosses it at Spider-Man.
              Spider-Man grabs Fancy Dan's thrusting leg and tosses him in
              the path of the descending lasso. The loop tightens around
              Dan's body, forcing him to drop his gun.

              Spider-Man quickly yanks the rope and pulls Montana violently
              forward before he can release the line.  When he's within
              range, Spider-Man lands a hard punch knocking Montana out.

                                  SPIDER-MAN
                        Sorry to disappoint ya, Cow Poke-
                        But you'll have to settle for
                        title of Rodeo Clown!

              Spider-Man follows with a second punch that takes out Fancy
              Dan.

              Spider-Man nets the unconscious thugs in webbing.

              THE SOUND OF CLAPPING HANDS CAN BE HEARD FROM THE SIDE.

              Spider-man turns to find the Goblin standing in the doorway
              of Silvermane's office.

                                  GREEN GOBLIN
                        Bravo!  Not as stylish as I
                        would've handled them- but you get
                        points for neatness..  Too bad you
                        won't be walking home with the
                        real prize..

                                  SPIDER-MAN
                        -And what's that?

                                  GREEN GOBLIN
                        -Your life.. But don't worry- I'll
                        tell dear Auntie May you were a
                        good soldier, just before I toss
                        her into her own oven.. Oh and
                        that little blonde cutie you pal
                        around with- Well let's just say
                        she's gonna be walking a little
                        funny when I'm done with her..

                                  SPIDER-MAN
                               (Angrily)

                        -Normie- When I'm done with you-
                        you're gonna need that mask just
                        to look presentable!

              Like a loyal servant, the Goblin's glider zooms up behind
              him.  With a leap, he lands perfectly atop the metallic bat.

                                  GREEN GOBLIN
                        Time for another spanking, Petey!

              Spider-Man leaps forward- The Goblin zooms forward on the
              glider and they clash in mid-air.  In the confined space the
              two attack each other wildly.

              Below, Silvermane watches the crazed battle, for the first
              time showing abject fear.

              The Goblin FIRES A SERIES OF LASER BLASTS which Spider-Man
              works to dodge in the narrow corridor.  ONE BLAST WINGS HIS
              SHOULDER, BURNING A HOLE THROUGH HIS COSTUME AND SCORCHING
              HIS FLESH.

              In escape, Spider-Man drops down the staircase.  The Goblin
              flies after him in pursuit-

              But as he reaches the bottom of the stairs, Spider-Man
              appears from the shadows and nails him with a kick to the
              head.

                                  SPIDER-MAN
                        -I guess you're not packing your
                        sleep gas today, huh Gobby?

                                  GREEN GOBLIN
                        I don't need it to handle you!

              They continue their ferocious battle and it spills into the
              stock area of the warehouse.

              The police are rounding up the last of Silvermane's men.

              The Goblin, frustrated by Spider-Man's elusiveness, draws a
              pumpkin bomb from his pouch and tosses it.  Spidey dodges the
              throw and THE BOMB BURSTS AGAINST THE WALL-

              THE RESULTING FLAME SPREADS QUICKLY IGNITING THE WOODEN
              STORAGE CRATES, AND THE FLAMABLE ITEMS CONTAINED WITHIN MANY
              OF THEM.

              The policemen, spotting the spreading flames hurry their
              prisoners out of the building.

                                                       CUT TO:

              EXT. SILVERMANE WAREHOUSE - CONTINUOUS

              Outside, the SWAT Captain calls in the fire department.

              Captain Stacy stops one of the officers that had just come
              from inside the warehouse.

                                  CAPTAIN STACY
                        What happened to Spider-Man?

                                  COP 2
                        -He's fighting with the other
                        nutcase in the green suit!

                        They're blowin' up the place-
                        Let's hope they both go up with it!

              Stacy doesn't respond, but his face betrays his worry for
              Spider-Man as he turns toward the smoking warehouse.

                                                       CUT TO:

              INT. SILVERMANE WAREHOUSE - CONTINUOUS

              Spider-Man is standing on the floor, surrounded by a ring of
              fire.

              The Goblin circles overhead, laughing maniacally.

                                  GREEN GOBLIN
                        What a beautiful way to die Spider-
                        Man!

                                  SPIDER-MAN
                        You'll forgive me if I don't break
                        out in song..

              The Goblin draws another pumpkin bomb.

                                  GREEN GOBLIN
                        -Let's end this party with a bang!

              The Goblin tosses the bomb at Spider-Man.

              Spider-Man fires a webline, snagging the bomb mid-flight.  He
              whirls the line and launches the bomb back at the Goblin-

              The Goblin moves avoiding a direct hit, but THE BOMB EXPLODES
              AGAINST THE NEARBY WALL AND THE IMPACT RATTLES HIS GLIDER.
              The glider's hover is trembling.  The Goblin struggles to
              regain control.

                                  SPIDER-MAN
                        You're looking a little shaky,
                        Goblin-

              Spider-Man fires a webline from each hand, they attach to the
              underbelly of the glider.

                                  SPIDER-MAN
                               (continuing)
                        -Maybe you should take a load off!

              Spider-Man pulls hard, cap-sizing the glider and toppling the
              Goblin.  THE GOBLIN CRASHES TO THE FLOOR HARD.

              Spider-Man, his anger still raging, runs across the floor
              engulfed by smoke and flames. He can see that the Goblin
              isn't moving.

              Spider-Man grabs the unconscious Goblin by the collar, ready
              to pummel him.  The jarring awakens the Goblin.  He coughs,
              being overcome by the smoke. Becoming aware of Spider-Man's
              hold on him, his eyes widen with shock.

                                  GREEN GOBLIN
                        -Who- Who are you?!

                                  SPIDER-MAN
                        -You've gotta be joking!

              But Spider-Man does notice that his voice is very different
              from just seconds ago.

                                  GREEN GOBLIN
                               (Fear and confusion
                                mounting)
                        Where am I?

              Looking about him taking note of the raging fire.

                                  GREEN GOBLIN
                               (continuing)
                        We've got to get out of here!

              He's in near hysterics, and falls back into unconsciousness.

              Spider-Man studies the Goblin, trying to decide whether this
              is an act or not.

                                  SPIDER-MAN
                        ..No spider sense..  He's not
                        faking..

              Spider-Man looks around him as the fire all but consumes the
              warehouse.

              THE WALLS AND SUPPORT BEAMS BEGIN TO COLLAPSE.

                                                       CUT TO:

              EXT. SILVERMANE WAREHOUSE - CONTINUOUS

              FIRE FIGHTERS ARE BLASTING THE FLAMING WAREHOUSE WITH WATER,
              SEEMINGLY TO LITTLE AVAIL.

              Police load The Enforcers and Silvermane into a police
              van.

              The SWAT Captain turns to Captain Stacy.

                                  SWAT CAPTAIN
                        ..No way anything is still alive
                        in that inferno..

              Stacy shakes his head, lamenting Spider-Man's apparent demise.

              Suddenly-

              A SECOND FLOOR WINDOW SMASHES OPEN, AND TWO BODIES DROP TO
              THE PAVEMENT.

              The police and fire fighters rush over to them.  Spider-Man,
              unhurt, carefully lowers an unconscious NORMAN OSBORN to the
              ground. Norman is topless, wearing only a pair of pants, with
              nothing of his Green Goblin costume remaining.

                                  SPIDER-MAN
                        ..I believe this man could use an
                        ambulance..

              Captain Stacy runs over to them.  He looks at Osborn as the
              paramedics place him on a stretcher.

                                  CAPTAIN STACY
                        Norman Osborn!  What was he doing
                        in there?

                                  SPIDER-MAN
                        -Must've been a hostage.. Osborn
                        will have an interesting story to
                        tell when he wakes up..

                                  CAPTAIN STACY
                        What about the one you were
                        fighting?

                                  SPIDER-MAN
                        The Green Goblin?  He died in the
                        fire..  I couldn't save him and
                        Osborn both..

                                  CAPTAIN STACY
                        But what about-

                                  SPIDER-MAN
                        You can read all about it in the
                        papers, Cap.. We spiders need our
                        beauty rest.. You don't want to
                        see me with bags under my eyes, do
                        ya?

              Spider-Man fires a webline.

                                  CAPTAIN STACY
                               (laughs)
                        -No.. I guess not..

                                  SPIDER-MAN
                        See you around, Cap..

              Spider-Man swings off.

                                  CAPTAIN STACY
                               (Smiles)
                        ..Yeah, I'm sure I will..

                                                       CUT TO:

              INT. HOSPITAL WAITING ROOM - NIGHT

              Harry, MJ and Gwen sit nervously.

              Peter runs into the waiting room.

                                  GWEN
                        Pete!

                                  PETER
                        Hey Guys!

              Harry turns woefully toward Peter.  Peter places a comforting
              hand on Harry's shoulder.

                                  PETER
                               (continuing)
                        How's your Dad?

                                  HARRY
                        He's got amnesia.. He can't
                        remember anything from the past
                        six months!  But the most
                        important thing is he's gonna be
                        okay..

              Peter breathes a deep sigh of relief hearing that Norman has
              no memory of the past 6 months, thus no memory of his secret
              identity.

                                  MARY JANE
                        Can you believe it Pete? Spider-
                        Man saved Harry's dad's life!

                                  GWEN
                        My Dad thinks Silvermane and the
                        Green Goblin were trying to extort
                        money or secrets from Harry's dad..

                                  HARRY
                        -Spider-Man really is a hero..

                                  PETER
                               (Smiles slightly)
                        ...Yeah.. I.. I guess maybe he is.

              Gwen takes Peter's hand lovingly.

                                  GWEN
                        Yeah.. But he's no Peter Parker..

              Peter smiles even more deeply.

              A NURSE comes into the waiting room.

                                  NURSE
                        Harry?  Your father's asking for
                        you..

              Harry's a little apprehensive.  He looks at Peter.

                                  HARRY
                        ..Pete.. Could you come with me?

              Peter is even more apprehensive for reasons that only he can
              understand.

              Harry looks at the Nurse.

                                  HARRY
                               (continuing; To Nurse)
                        Is it okay?

              The Nurse considers this for a moment, but seeing Harry's
              agitated state, acquiesces.  She nods.

                                  NURSE
                        It's not policy, but.. Okay..

              Harry looks back at Peter.  Peter is still hesitant.  But in
              his mind, he resigns that he'll have to face Osborn at some
              point.  So he may as well get it over with it now.

                                  PETER
                               (Nodding nervously)
                        Okay..

                                                       CUT TO:

              INT. NORMAN OSBORN HOSPITAL ROOM - CONTINUOUS

              Harry enters the room.  Norman, still hazy turns to him. He
              makes a weak smile.

                                  NORMAN
                        ..Harry..

              He extends his hand.  Harry walks slowly to his father.

              Harry extends his hand and clasps Norman's.

                                  NORMAN
                               (continuing)
                        It's like I haven't seen you in
                        years..

              Harry smiles at the loving sincerity in his father's eyes.
              Despite his best efforts to hold back, a tear streams down
              his cheek.

                                  HARRY
                        -Same here, Dad..

              He embraces his father.  Norman joyfully shares the embrace.

              Peter sticks his head through the door nervously.  But the
              sight of this moment between father and son engulfs him, as
              he remembers similar moments with Uncle Ben.

              Harry looks up from the embrace at Peter.  He releases his
              father and directs his attention toward the door.

                                  HARRY
                               (continuing)
                        Dad.. You probably won't remember
                        him, but this is my best bud-
                        Peter Parker.

              Norman turns to Peter.  As their eyes meet, Peter becomes
              worried.  Norman looks deeply in Peter's eyes.  Something
              stirs within Norman.  His expression becomes fixated as he
              searches for something through a fog of memory.  Peter's
              tension mounts as he becomes expectant of Norman recognizing
              him.

              Norman doesn't take his eyes away from Peter as he gradually
              lifts his hand, as in extending an accusatory finger-  Peter
              almost readies himself to assume a defensive posture- when
              Norman's hand turns over expectant of Peter's hand to shake
              his.

                                  NORMAN
                        Peter.. Good to meet you.

              He smiles warmly.

              Again, sensing his sincerity, Peter becomes at ease.
              Returning the smile, he extends his hand and they shake.

                                  PETER
                        Good to meet you too, sir.

                                                       CUT TO:

              EXT. PARKER HOME - NIGHT

              Aunt May sits outside of the house for the first time since
              Ben's death.  She takes in a deep breath of the cool evening
              air with a smile. Peter and Gwen walk up to the house.

                                  AUNT MAY
                        Nice to see you two- But isn't it
                        a little late for a school night?

              She smiles warmly.

                                  GWEN
                        I know Aunt May.. That's why I
                        figured I'd better make sure Peter
                        got home safely..

              She returns Aunt May's smile.

              Aunt May regards Peter, and makes an expression of concern.

                                  AUNT MAY
                        Peter- you look exhausted!

                                  PETER
                        ..I've been doing alot of running
                        around..

                                  AUNT MAY
                        That's fine.. But not too much
                        dear, you're still such a delicate
                        young man..

              Peter smiles and nods.

              They all enter the house.

                                                       CUT TO:

              INT. J JONAH JAMESON OFFICE - AFTERNOON

              Jameson is once again gazing out of his window at the city,
              puffing his cigar.

                                  CAPTAIN STACY (O.S.)
                        Jonah- what is this?

              Captain Stacy rumbles through the latest edition of the Daily
              Bugle.

              Jonah turns to Stacy with a hard puff.

                                  JONAH
                        The cold, hard truth!

                                  CAPTAIN STACY
                               (Reading from
                                headline)
                        Silvermane captured- Norman Osborn
                        saved from extortion plot
                        involving Spider-Man?  Are you
                        kidding?

                                  JONAH
                        He was there George!

                                  CAPTAIN STACY
                        He tipped us off!

                                  JONAH
                        Yeah.. Convenient isn't it?  He's
                        in league with Silvermane and that
                        Green Goblin nut, and he figures
                        he can get rid of his partners and
                        have Osborn in his pocket- but too
                        bad for him, the fire starts and
                        he has to bail- so he figures he
                        can save himself by looking like
                        he saved Osborn..

              Jameson's eyes roll.  A cloud of smoke rises from his cigar.

                                  JONAH
                               (continuing)
                        I mean really, George- You
                        couldn't see what was happening in
                        that building..

                                  CAPTAIN STACY
                        No.. Neither could you.. But I've
                        seen Spider-Man up close..

                                  JONAH
                        You've seen a man in a mask. But
                        the day's gonna come when we rip
                        it off of him.. And you know what
                        we'll see?

                                  SPIDER-MAN (V.O.)
                        My blushing, dimpled grin?

              Jameson's cigar leaps from his mouth as he turns to the
              window to see Spider-Man dangling upside down outside of it.

                                  JONAH
                        You!

                                  SPIDER-MAN
                        Clever response JJJ- Is there a
                        brain underneath that patch of
                        crab-grass you call hair?

                                  JONAH
                        Get out of my window you freak!
                               (Looks down)
                        ..And you owe me a cigar!

                                  SPIDER-MAN
                        -My pleasure, Astroturf!

              Spider-Man fires a webline that snags Jonah's fallen cigar on
              the floor.  Spidey whips it up from the ground.

                                  JONAH
                        Hey! Don't dump that sludge in my
                        off-

              Before Jameson can finish his sentence- SPIDER-MAN FLINGS THE
              CIGAR BACK INTO JAMESON'S OPEN MOUTH.


                                  SPIDER-MAN
                        -And just so you don't lose it
                        again-

              Spider-Man fires a second webline, sealing Jameson's mouth
              shut with the cigar inside. Terrified, Jameson struggles to
              pull in vain the webbing off.

                                  SPIDER-MAN
                               (continuing)
                        That ought to give the good people
                        of New York 60 minutes or so of
                        peace. Use that time well, Cap-

              Stacy tries not to laugh, but doesn't succeed.

              Spider-Man fires another webline and swings off.

                                                       DISSOLVE TO:

              EXT. NEW YORK CITY AERIAL VIEW - DAY

              WE FOLLOW AS SPIDER-MAN SOARS OVER THE CITY ROOFTOPS ON HIS
              WEBLINE.

                                  SPIDER-MAN (V.O.)
                        ..There are others with great
                        power..

              As he says this, WE SEE A RED GARBED, WELL-MUSCLED MASKED MAN
              LEAP FROM THE ROOF OF A BUILDING JUST BELOW.  IT IS DAREDEVIL.

              A FEW BUILDINGS AWAY, A MAN OF COVERED IN FLAMES LAUNCHES
              HIMSELF INTO THE SKY, FLYING AWAY WITH A FIERY TRAIL
              FOLLOWING HIM.  IT IS THE HUMAN TORCH.

              SPIDER-MAN CONTINUES HIS SWING OVER THE CITY.

                                  SPIDER-MAN (V.O.)
                               (continuing)
                        -There are some with greater
                        power..

              JUST BELOW SPIDER-MAN'S SWING PATH, A SPECTACULARY POWERFUL
              LOOKING FIGURE WITH LONG,FLOWING BLONDE HAIR AND A RED CAPE
              WHIRLS A NORSE WAR HAMMER A TAKES OFF INTO THE SKY.  IT IS
              THE MIGHTY THOR.

                                  SPIDER-MAN (V.O.)
                               (continuing)
                        But I'll always be true to my
                        trust.. I'll always live up to
                        this oath: With Great Power Comes
                        Great Responsibility.. And there
                        will be only one Amazing Spider-
                        Man..

              Spider-Man swings off into the setting sun.

              FADE OUT.



                                        THE END



165






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