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The Amazing Spider-Man 2
OPENING CREDITS: SPIDER-MAN engages in short clip battles
with villains: THE CHAMELEON, SANDMAN, SCORPION, MYSTERIO,
the robotic SPIDER SLAYER under the control of J. JONAH
JAMESON and KRAVEN THE HUNTER. THE BATTLES CONCLUDE BY
DISSOLVING INTO PHOTOS OF THE VILLAINS' DEFEATS TAKEN BY
PETER PARKER AND PUBLISHED IN THE DAILY BUGLE NEWSPAPER.
These scenes are intermingled with encounters with THE
FANTASTIC FOUR, THE HULK and THE AVENGERS as well as PUBLIC
reaction to Spider-Man, both pro and con. The overall montage
reflects Spider-Man's growing reputation and experience.
Fade-In:
INT. RIKER'S ISLAND PRISON, INTERVIEWING ROOM - DAY
TWO PRISON GUARDS escort QUENTIN BECK, a prisoner in his late
30's. Jet black hair cropped close, he looks like a bookish
type but for his very athletic build. A stony face. In
shackles he takes a seat at the heavy metallic table. Across
from him, an UNSEEN MAN LIGHTS A PIPE.
UNSEEN MAN
..We'll be recording this..
The Unseen Man refers to a video camera, the red record light
flashing.
BECK
..I've never been camera shy.
UNSEEN MAN
I hope you don't mind my pipe, Mr.
Beck..
BECK
..I prefer a good Cuban myself..
Always lit one after surviving a
tough stunt back during my movie
days..
WE SEE that the man seated across from Beck, puffing on his
pipe is NYPD CAPTAIN GEORGE STACY, now retired.
CAPTAIN STACY
..Well. I'd have brought you one
if I'd known..
BECK
A cop getting hold of contraband?
What's the world coming to?
Beck laughs to himself.
BECK
(continuing)
Anyway.. I'll be released soon.
Got a whole stash of Cubano's in
storage. Along with.. Other
remnants of my former life.
CAPTAIN STACY
Would that be the stunt and
special effects life, or the
criminal life?
BECK
I never distinguished the two.
Both of them provided the same
type of perks..
CAPTAIN STACY
Which are?
BECK
Thrills and money. I was never a
stuntman or a criminal. I was a
stuntman who committed crime.
CAPTAIN STACY
Thrills... That what made you
target Spider-Man in your identity
as Mysterio?
BECK
(Pauses, thinking)
..Yes. A new kind of challenge.
And the chance for a whole lotta
money.
CAPTAIN STACY
The money part I understand. With
your skills and schemes you
could've pulled off alot more
robberies than you did. But- You
did something that puzzles me. You
impersonated Spider-Man. You drew
his fire. Why?
BECK
Like I said- a challenge. Spider-
Man's the big mark for the
underworld. Everybody figures, if
you can beat him- you can beat
anybody.
CAPTAIN STACY
A bit presumptuous wouldn't you
say? I mean, there are heroes out
there that are stronger than he is.
BECK
Sure there are.. But it doesn't
matter.. The guy's seemingly
unstoppable. Not just because of
his strength or those crazy spider
powers he's got. It's something in
his head. In his guts. The
webhead finds the way to win, no
matter what. He's got a drive
about him that borders on
insanity.. I had him beaten and he
kept coming. The Fantastic Four
have cosmic powers.. Thor is
supposed to be a God. Spider-
Man.. He's some skinny guy that
isn't even supposed to be a
superhero. And when you see
someone like him- Someone so
tough, so driven, so damned
obsessed with overcoming the
odds.. Well, what else can you
want but to crush him?
Captain Stacy stares at Beck hard and puffs on his pipe.
DISSOLVE TO:
INT. PARKER HOME KITCHEN - EVENING
AUNT MAY PARKER cuts a slice of lemon meringue pie and places
it neatly on a plate.
AUNT MAY
..Got room for pie, dear?
PETER (O.S.)
..And then some Aunt May..
INT. PARKER HOME DINING ROOM - CONTINUING
May enters the dining room carrying two plates of pie. PETER
PARKER sits at the dining room table with a warm smile.
PETER
Lemon meringue pie! Now I know
I'm home!
AUNT MAY
Well- I figure the closest you and
Harry get to a home cooked meal is
the frozen pizza with the picture
of the nice old lady on the box..
May places a plate of pie in front of Peter. He leans
forward and plants a big kiss on her cheek.
PETER
Your face oughtta be on a box-
Peter gestures a billboard sign.
PETER
(continuing)
We'll call it "Auntie Parker's-
It's home May-ed"
He winks at her.
AUNT MAY
And next I'll be calling the men
with the butterfly nets for you,
fella...
PETER
-They've been after me for a good
while..
AUNT MAY
I know.. You're pretty tough to
pin down..
PETER
(Regretfully)
Yeah.. I'm so busy, I don't even
remember what my apartment looks
like. You don't know how many
times I crawl into some stranger's
place..
AUNT MAY
Crawl? You must be over-working..
PETER
Uh... Yeah.
Peter decides it's best to change the subject.
PETER
(continuing)
So.. You're coming to Gwen's
birthday party next week, right?
AUNT MAY
Yes.. Although I didn't know what
I'd be doing at a party for you
youngin's.. Mary Jane had to
convince me to bake the cake. So
what are you bringing to the table
mister?
PETER
Well.. One of your cakes is tough
to compete with.. But I'm
thinking Gwen will like this-
Peter unzips his bag and removes a folded up catalog page.
He carefully unfolds the page and shows Aunt May an ad for a
pearl necklace.
AUNT MAY
Oh my gosh! Peter that's beautiful!
Peter looks at the picture proudly.
PETER
It's taken me seven months to save
up.. But when I saw it, I knew it
had to be Gwen's. Mostly because
she'd never ask for it.
(Pause)
Now I know how Uncle Ben felt when
he was dating you.. Like the
luckiest guy in the world.. And it
takes alot for me to say that..
AUNT MAY
Gwen's pretty lucky too. Now how
about some milk to wash that pie
down?
May starts to rise from her chair, but Peter rises first.
PETER
Not so fast young lady- It's only
been a few weeks since you're out
of the hospital. Let me get that!
AUNT MAY
Oh Peter- I need the exercise. It
was sitting on my duff that made
me sick in the first place..
Peter dashes into the kitchen.
INT. PARKER HOME KITCHEN - CONTINUOUS
Peter opens the cupboard and removes two glasses.
He swings open the fridge- but the breeze causes a letter
hung from a fridge-door magnet to drop. Peter- spider
reflexes true to form reacts to the movement and catches the
falling paper.
Glancing at the paper he sees that it's a hospital bill. The
amount of money due for May's recent hospitalization is
enormous. Peter is overcome with concern.
AUNT MAY (O.S.)
- Hey Peter- where's that milk?
I wanna see if I can make a
moustache!
PETER
Coming Aunt May!
With concern, Peter carries the milk bottle and glasses back
into the dining room.
CUT TO:
EXT. JEWELRY STORE - NIGHT
Peter's reflection can be seen in the window as he gazes at
the actual necklace he's saved to buy for Gwen, draped around
the neck of a BUST MANNEQUIN. A store clerk smiles at Peter
welcomingly as he removes the necklace and other window
display items, in preparation of the store's closing.
Peter sighs hard. He then sadly removes Aunt May's medical
bill from his knap sack. He turns in the direction of a
CHECK CASHING OFFICE, with a sign in the window that declares
that bills can be paid there.
Dutifully, Peter walks into the office, May's bill in hand.
CUT TO:
EXT./INT. STACY HOME - NIGHT
Reflecting the store mannequin, GWEN STACY sits near her
front window gazing outward.
INT. STACY HOME - CONTINUING
Captain Stacy descends the stairs- a limp on his left leg
slows his progress, an old-fashioned knurled wood cane given
to him by Gwen, his means of support.
He spots Gwen in a familiar pose of watching and waiting.
CAPTAIN STACY
..You know, telling time by
moonlight is a dying occupation..
I don't see much future in it for
you..
GWEN
..Well right about now I'm not
giving such good odds on a future
as Peter Parker's girlfriend
either..
CAPTAIN STACY
..Peter's late again?
GWEN
Actually, no. But I'm starting to
get a feel for when he will be,
and it looks like this is gonna be
one of those nights..
CAPTAIN STACY
You're too young to be so cynical,
Gwen..
GWEN
It comes with being a cop's
daughter..
CAPTAIN STACY
Yeah, but Peter's one of the good
guys..
GWEN
(Sighs)
I know Dad.. He's great. I've
never felt about anybody the way
I feel about him. But.. He has
this wall around him that keeps us
slightly apart..
CAPTAIN STACY
It's been, what- two years now
that you've been together?
GWEN
Yeah.
CAPTAIN STACY
Well, maybe instead of cursing the
wall, you can do something from
your end to knock it down.
Gwen thinks on it.
CAPTAIN STACY
(continuing)
You just have to decide whether
he's worth the trouble..
At that moment the DOORBELL RINGS.
Gwen walks over to answer the bell, crossing her fingers
hopefully that it's Peter.
Opening the door, she's greeted by HARRY OSBORN and MARY JANE
WATSON.
HARRY
Hey Gwen! You and Peter ready?
MARY JANE
..I hate to miss the previews- It
gives me a chance to picture
myself in the parts..
Gwen welcomes them in. They spot Gwen's Dad.
MARY JANE
(continuing)
Hi Captain! Looking handsome as
always!
HARRY
..Glad to see you back on your
feet!
CAPTAIN STACY
Thanks Harry- MJ, good to see you
both!
GWEN
Well, kids- it's one of those
glass half full things- Half of us
are ready..
HARRY
..You mean my roomie hasn't gotten
here yet? Gwendy, you've gotta
tie a leash around the guy-
GWEN
I'm afraid it might turn into a
noose.. He's probably at the Bugle
being yelled at..
CUT TO:
INT. J JONAH JAMESON'S OFFICE - NIGHT
J. JONAH JAMESON chomps on his cigar as he addresses his City
Editor, JOE "ROBBIE" ROBERTSON.
JONAH
I'm the publisher of this great
paper Robbie- I won't be made to
look ridiculous!
ROBBIE
..Regardless of the slant, Jonah,
this is news.. You've never been
one to suppress it. Spider-Man
battling the Spencer Smythe's
Spider Slayer makes for a great
story..
JONAH
Yeah- but that was me controlling
that damned pile of junk- My face
on the view screen! If it had
actually worked- and I'd captured
that wall-crawling creep, that
would be news to celebrate- But
he managed to slink out my trap..
probably due to his own slimy
residue..
ROBBIE
..Let's put it this way- financing
Smythe's robot cost you plenty- at
least the resulting sales
circulation will make up for the
money you lost..
Jonah blows a cloud of smoke from his cigar, thinking.
JONAH
I should be able to deduct the
money from my taxes for performing
a public service!
ROBBIE
..How about this- we only publish
Peter Parker's shots that indicate
you and the Spider Slayer winning
the fight..
After considering this, as much of a smile as Jonah is
capable of cracks his face.
JONAH
Okay- Do it. And the headline
should read: "Heroic Publisher of
the Daily Bugle battles Masked
Menace"! Call Parker in here-
Robbie goes to the door and opens it. Just outside, Peter is
waiting.
ROBBIE
(To Peter)
Come on in, Pete- we're going to
use your Spider Slayer pics!
Peter enters Jonah's office.
PETER
That's great!
JONAH
-Yeah- But next time Parker, be
sure to get my good side!
Peter holds in any number of wise-cracks that he might have
hurtled if his financial future weren't on the line.
PETER
...Sure. And uh.. By the way Mr.
Jameson.. I was hoping I could get
an advance on my next set of
photos.. I have uh, a financial
emergency..
JONAH
What am I Parker, a genie? You
think you can rub the top of my
head and I grant you a wish?
PETER
(Under his breath)
-Only if I was wearing a catcher's
mitt for protection..
JONAH
-Me buying these amateur night
photos of yours is all the
generosity I can afford this week!
Jonah hastily writes out a pay voucher to Peter, rips it out
of the book and flings it at him.
Peter takes hold of the voucher and looks at it,
disappointed.
PETER
..Mr. Jameson are you sure you
can't-
JONAH
(Cuts him off)
Take a hike Parker- As much as I
enjoy these visits, I've got
things to do.
Peter huffs and hurries angrily from the office.
CUT TO:
INT. DAILY BUGLE OFFICE CORRIDOR - CONTINUING
Peter storms angrily down the hallway. His head turns back
and forth looking at the walls, displaying framed Daily Bugle
front pages, many of which feature headlines about Spider-Man
and photos that he's taken. Peter's anger continues to build.
He shoves open the door to a supply room.
CUT TO:
INT. SUPPLY ROOM - CONTINUOUS
In the darkened room Peter blends into the shadows. The
little that can be seen of his actions is that he begins
removing his clothes as he makes his way toward a window in
the back of the room.
A shadowy hand lifts open the window, and a shadowed figure
climbs out.
CUT TO:
EXT. DAILY BUGLE BUILDING - NIGHT
WIDE ANGLE: A SHADOWY FIGURE CAN BE SEEN CLIMBING THE WALL OF
THE BUILDING USING NOTHING OTHER THAN HIS HANDS AND FEET AS
GRIPPING.
HIGH ANGLE: THE SHADOWY FIGURE CLIMBS INTO A WINDOW OF THE
DAILY BUGLE OFFICE.
CUT TO:
INT. DAILY BUGLE ACCOUNTING OFFICE - NIGHT
The Shadowy Figure, dressed in a form fitting suit and full
face mask climbs into the empty accounting office. Finding
a safe, The Figure grasps hold of the steel door.
THE FIGURE'S POWERFUL FINGERS BEGIN TO PRY THE DOOR OPEN WITH
A METALLIC GROAN.
At the moment- a SECURITY GUARD enters the office. The
Figure, startled by the intrusion looks up- WHITE OVAL SHAPED
EYE-LENSES OF HIS MASK SHINE IN THE DARKNESS. The Guard
shakily draws his pistol, but The Figure is ahead of him,
LIFTING HIS ARM AND FIRING A PROJECTILE FROM HIS WRIST-
KNOCKING THE GUN FROM THE GUARDS HAND.
The stunned Guard charges at the dark-figure, who reacts by
landing a hard backfist to the Guard's head, sending him
crashing to the floor.
THE FIGURE
..It wasn't supposed to happen
this way-
The Figure goes to looting the safe, stuffing stacks of money
into a sack. Just then, TWO MORE GUARDS enter the office,
spotting their fallen colleague. The Figure dashes toward the
window and climbs out.
THE TWO GUARDS OPEN FIRE AT THE FAST-MOVING WALL CRAWLER.
GUARD 1
He's climbing the up the side of
the building! It's gotta be
Spider-Man! Hit the alarm!
CUT TO:
EXT. DAILY BUGLE BUILDING - CONTINUOUS
The Figure remains in shadow as he climbs the side of the
building.
AN ALARM CAN BE HEARD FROM WITHIN THE BUILDING.
CUT TO:
INT. DAILY BUGLE OFFICE CORRIDOR - CONTINUOUS
The ALARM sounding grabs everyone's attention. THE WHOLE
STAFF OF SECURITY GUARDS are scrambling.
Jonah storms from his office, ticked off at the disturbance.
He addresses a SECURITY GUARD. He's followed by Robbie.
JONAH
What the hell is all of this
racket?
GUARD 2
There's been a break-in in the
Accounting Office- It's looks like
it was Spider-Man!
JONAH
Spider-Man?!
A look of bewilderment comes over Jonah's face. And then as
the thought sinks in, a look of joyous rapture. Robbie is
stunned to at the accusation.
JONAH
(continuing)
Robbie!! Do you know what this
means?
ROBBIE
..You're going to plan your own
ticker-tape parade?
CUT TO:
EXT. DAILY BUGLE BUILDING - CONTINUOUS
The Shadowy figure continues his climb to the roof of the
Daily Bugle Building- As his right hand reaches and grasps
for the cornice the first glimpse of light hits his hand- IT
IS A METALLIC GAUNTLET- THE JOINTED FINGERS OF THE GAUNTLET
END WITH TALON-LIKE RAZOR SHARP TIPS.
As the gauntlet firms its grasp- A familiar red & web-
patterned glove grips the gauntlet.
PULLBACK: SPIDER-MAN with a single arm easily lifts the
Shadowy Figure- Dangling seemingly helplessly before him is
THE PROWLER.
SPIDER-MAN
You know, they make elevators for
that kinda thing..
PROWLER
(Shocked)
-Spider-Man!
SPIDER-MAN
-I'll try not to show to any
sensitivity to your faking my
moves!
Prowler, still dangling thrusts his right foot at Spider-
Man's head- And though Spider-Man easily evades the thrust-
A BURST OF GAS IS RELEASED FROM JETS STRAPPED AROUND THE
PROWLER'S ANKLE.
PROWLER
-You don't put the frights into
The Prowler- freaky!
Spider-Man releases the Prowler a tumbles away to escape the
gas. The Prowler lands precariously on the roof's edge,
digging his sharps claws into the metal.
SPIDER-MAN
Prowler, huh? That's an unfriendly
greeting-
The Prowler charges at Spider-Man brandishing his claws for
attack-
PROWLER
-It only gets worst punk- I didn't
figure for a throw down with you
my first time out, but here's to
diving in at the deep end!
Prowler makes a hard swipe- Spider-Man again easily evades it-
AND THE PROWLER'S CLAW HAND GETS CAUGHT IN THE TAR PAPER OF
THE ROOF.
SPIDER-MAN
Nobody told me it was amateur
night- Although you do get points
for style, if not execution!
The Prowler struggles to pry his claw free as Spider-Man
casually moves in-
PROWLER
-You think I'm a joke, man? SMOKE
ON THIS!
PROWLER LIFTS HIS FREE HAND AND AIMS, FIRING A SERIES OF OF
EXPLOSIVE BLASTS FROM JETS STRAPPED AROUND HIS WRIST.
Spider-Man has to work to avoid the blasts, leaping bouncing
and somersaulting about the roof.
SPIDER-MAN
Okay- this should not be happening-
Spider-Man lands in a crouch- readying to fire his webbing
and ensnare the Prowler when-
THE DAILY BUGLE SECURITY TEAM BURST THROUGH THE DOOR AND
STORM ONTO THE ROOF, WEAPONS DRAWN.
GUARD CAPTAIN
Spider-Man should still be up here!
GUARD 1
There he is!
The Guard Team ignores The Prowler and OPENS FIRE AT SPIDER-
MAN-
SPIDER-MAN
-Oh- CRAP!
Now Spider-Man has to run- HE FIRES A WEBLINE AND SWINGS FROM
THE ROOF.
The Prowler finally manages to free himself, and grabbing
hold of his sack of loot breaks into a run in the opposite
direction.
PROWLER
God loves the larcenous!
But one GUARD spots him running.
GUARD 3
-There's another one!
GUARD CAPTAIN
Half of you go after that one!
FIVE GUARDS chase after The Prowler.
Unseen below the cornice, Spider-man crouches upside down,
muttering all sorts of obscenities under his mask.
CUT TO:
INT. STACY HOME - NIGHT
Gwen, Mary Jane and Harry continue to wait impatiently for
Peter.
MARY JANE
Well- another sterling evening
thanks to your boy toy Gwendy- May
I suggest trading him in for a new
model?
GWEN
(Sighs)
Peter's a pretty unique type.
Besides that I don't think anyone
else would take him..
Harry looks at his watch.
HARRY
Well, I guess we could catch a
midnight show..
GWEN
At midnight I turn into a
pumpkin.. And Peter's gonna be
mincemeat. Let's call it a night
kids..
HARRY
..Okay..
He and MJ start toward the door.
MARY JANE
Whatever you do to Peter, just
promise me you'll videotape it..
GWEN
Uh-uh.. One thing you learn living
with a cop- Never leave
incriminating evidence. I'll go
on Oprah and explain how Peter's
head got stuck in a blender by
accident.. And I only tripped and
hit the puree button.
MARY JANE
Sounds sweet. Later blondie..
They exit. Gwen closes the door behind them and huffs.
CUT TO:
EXT. DAILY BUGLE BUILDING, ROOFTOP - NIGHT
The Prowler reaches the edge of the roof- turning back to see
the Guards in hot pursuit, THE PROWLER MAKES A DESPERATE LEAP
FROM THE ROOF- AND REMARKABLY GRASPS HOLD OF THE FIRE ESCAPE
OF THE NEXT BUILDING.
The Guards stop cold at the edge of the roof. Frustrated,
THEY OPEN FIRE.
The Prowler, dangling by one hand from the fire escape,
struggles to maintain his grip while praying for dear life
that he doesn't get winged.
The Guard Captain runs over to to his men.
GUARD CAPTAIN
Hold your fire! What are you
crazy? You could hit a bystander!
While the Guard teams' attention is diverted, Spider-Man
swings back onto the Daily Bugle roof.
SPIDER-MAN
After all of this- no way this
clown escapes me! The Human
Torch'll never let me live it down!
Spider-Man runs for the the side of the roof that the Prowler
leapt from.
At the same time, Guard 1 grimaces, spits takes a few steps
backward, and wild-eyed, breaks into a run a leaps off the
roof at the Prowler!
GUARD CAPTAIN
Hey you nut!
The other guards turn as Spider-Man charges at them- and are
all netted by Spider-Man's webbing.
SPIDER-MAN
You jerks have had your shot at
Spidey- Now allow me to retort!
At that same moment, Guard 1 just misses the fire escape and
begins his plunge toward certain death- BUT- THE PROWLER,
STILL DANGLING BY ONE ARM, DROPS HIS BAG OF LOOT AND GRASPS
HOLD OF GUARD 1'S ARM!
GUARD 1
YAHHH!
Spider-Man sees this and leaps to the adjacent rooftop. He
snags both the Prowler and Guard 1 on weblines and lifts them
up to the rooftop.
They plop on their butts.
SPIDER-MAN
Well! A would-be super villain
and the next contestant for Fear
Factor. Pickin's are slim around
here.
GUARD 1
..Thanks for the save, Wall
Crawler.. I guess I owe you one-
SPIDER-MAN
..Not to mention the guy in the
black mask..
The Guard looks over at The Prowler.
GUARD 1
..Yeah.. thanks you saved my ass.
SPIDER-MAN
Well, you can sit here and write
him a thank you note- Meanwhile,
I'm taking the Prowler in..
PROWLER
..I guess no good deed goes
unpunished..
SPIDER-MAN
Story of my life, pal.. You learn
to live with it.
Spider-Man grasps hold of his shoulder, fires a webline and
swings off carrying the Prowler like light baggage.
Spider-Man swings with the Prowler over the side of the
building, descending to a fire escape.
Out of the view of the guard, Spider-Man sets the Prowler
down.
PROWLER
-What are you doing?
SPIDER-MAN
-Answering a burning question..
Spider-Man yanks the Prowler's mask off, revealing a the face
of HOBIE BROWN, A 20 YEAR OLD BLACK MAN.
SPIDER-MAN
(continuing)
..You're just a kid.. No older
than-
He stops himself before revealing too much.
PROWLER
..Okay.. now that you've played
show and tell.. Let's finish up
with cops and robbers.. A loser
like me deserves to be sent-up.
SPIDER-MAN
..You're no hardened criminal..
What's the deal?
PROWLER
I figured the publicity would help
me sell this equipment I
designed.. Me and my girl Mindy
could start a new life.. But just
like always its a crash and burn..
It's about time I realized I'm
goin' nowhere.
SPIDER-MAN
You're not like the lowlifes I
usually deal with.. You didn't
hesitate to drop your loot so you
could save that guy. The Molten
Man or Scorpion wouldn't have..
What's your name?
PROWLER
Hobie.. Hobie Brown.
SPIDER-MAN
Well, Hobie.. Let's say your good
deed earns you a "Bye".. If the
Prowler stays retired, there's no
need for Hobie Brown to go down
with him..
Hobie is abashed.
HOBIE
This whole idea was so stupid.. I
don't know how to thank you..
SPIDER-MAN
..Eh.. You caught me on a bad
night..
CUT TO:
EXT. STACY HOME - NIGHT
Peter apprehensively walks to Gwen's door.
PETER
..Okay.. "Sorry Gwendy, honey.."
"There was a robbery.. I had to
snap the pix.. You know- Start
storing away for our nest egg.."
Peter continues to repeat the story to himself as he works up
the nerve to ring the doorbell.
CUT TO:
INT. STACY HOME - CONTINUOUS
Gwen sits at the dining room table. Her school texts books
open, she works on homework. THE DOORBELL RINGS. She looks
up. She pauses contemplating, then she closes the text book.
CUT TO:
EXT. STACY HOME - CONTINUOUS
Peter waits nervously for the door to open. He's curious
about the long wait. He's unsure if he should ring the bell.
Hesitatingly, he reaches for the bell-
When the door opens. Gwen has a look of impatience on her
face. This doesn't stop it from being gorgeous.
GWEN
Well, well- look who's arrived to
free me from a life of academia..
PETER
(nervously)
H-hi- S-
GWEN
(Cuts him off,
mockingly)
-"Sorry Gwendy honey- There was
a..a fire? .. A robbery? I had to
snap the pix.. Start storing away
for our nest egg.."
Peter's eyes dart downward and side-to-side as he fearfully
realizes that he's used this excuse too many times. He's
awash in guilt. He looks back at Gwen pleadingly-
GWEN
(continuing)
-Come up with a new one, Parker..
We waited two hours!
I know in your world everyone else
is just a just a frozen dinner
waiting for you to thaw them out-
But-
Gwen pauses as she notices her father standing on the stairs
behind her. At that moment, Gwen remembers his words from
earlier that night. She exhales, calming herself.
GWEN
(continuing)
...Come on in.
PETER
..There isn't a firing squad in
your living room is there?
GWEN
-I gave them a ten minute break-
so you'd better make good with the
sucking up, pal.
Peter follows her inside.
INT. STACY HOME - CONTINUING
As they enter, Peter takes Gwen's hand. She turns to him.
PETER
-Does the condemned man get a last
request?
GWEN
What is it?
Peter moves close and kisses her. Suddenly all of the anger
is swept out of her.
GWEN
(continuing)
..So what was the request?
PETER
Just that.. That's the last thing
I want before I die.. To touch
your lips..
Gwen's heart melts, knowing that he means it. This isn't just
a line from Peter. They move toward the couch and sit.
PETER
(continuing)
..The first thing too.. I came
alive when you came into my life
Gwendy. There wasn't anything
before you. I know I'm a screw-
up.. But you've gotta believe that
despite what the circumstances
create, nothing in the world means
more to me than you.
On the stairs, Captain Stacy smiles to himself, then climbs
back up.
GWEN
..Let's not fight Pete.. I don't
want you to feel like you have to
on your guard with me.. You have
to know that everything you feel
is what I feel too..
PETER
-Gwen I just want you to know that
I'll really try not to-
GWEN
Let's just forget it.. Let's just
be happy together..
She rests her head on his shoulder.
DISSOLVE TO:
INT. MAY PARKER BEDROOM - MORNING
CLOSE-UP ON MAY'S DRESSER. PLACED ACROSS IT ARE ITEMS
REFLECTING HER LIFE. PERFUMES, PORCELAIN ORNAMENTS,
PRECIOUS MEMENTOS. AT THE CENTER ARE A SERIES OF PHOTOS
IN BEAUTIFUL FRAMES. PHOTOS OF HERSELF AS A YOUNG GIRL.
A PHOTO OF BEN PARKER AGE 22 IN A MILITARY UNIFORM. A
PHOTO OF THEIR WEDDING DAY. A FAMILY PORTRAIT OF MAY,
BEN AND A VERY YOUNG PETER. PETER ON HIS GRADUATION DAY
FROM HIGH SCHOOL. BEHIND THE PHOTOS, JUST IN FRONT OF
THE MIRROR IS A JEWELRY BOX.
May walks over to the dresser. She slips into her coat and
places a hat on her head. She opens the jewelry box and
removes a pearl necklace, a bracelet and earrings. But she
doesn't put them on. May sighs hard and places them into a
purse. She glances at Ben's photo and tears start to flow
from her eyes.
AUNT MAY
..I'm sorry it has to be this way,
Ben..
She stiffens and goes about removing more jewelry and placing
it in the purse.
CUT TO:
INT. PARKER HOME KITCHEN - MORNING
May enters the kitchen and walks to the fridge. She looks
for the medical bill and finds it gone. Confused, she looks
around the kitchen for where it could be. She looks up
disturbed.
JUMP CUT:
INT. PARKER HOME LIVING ROOM - CONTINUOUS
May is on the phone.
AUNT MAY
-Hello? Yes, my name is May
Parker. I have a medical payment
pending and I seem to have lost
the bill.. Could you tell me what
the amount due is? Okay..
May pauses, waiting for a response.
AUNT MAY
(continuing)
..Yes, I.. What? But I didn't send
any payment- I- A-alright.. I..
Thank you..
May hangs up the phone. She looks up sadly.
AUNT MAY
(continuing)
...Peter..
CUT TO:
INT. HARRY & PETER'S APARTMENT - MORNING
Peter, in the living room puts on his shirt. Harry is in the
bathroom combing his hair.
HARRY
..So you managed to smooth things
over with Gwen, huh?
PETER
Let's just say the governor's
given me a stay of execution..
HARRY
Parker.. You were born under a
lucky star!
PETER
..I've always said your sense of
humor was your best trait, Harry..
HARRY
Well, just because Gwen's forgiven
you doesn't mean you're squared
with me.. You've got some hard
labor coming up..
PETER
What- Living with you isn't
punishment enough?
HARRY
I mean as in helping me make up on
study time.. I've got to go to my
Dad's plant again today..
As Harry says this, he opens the medicine cabinet. Within
the cabinet are a multitude of prescription pills. Many
times what you'd expect to see in the home of two healthy
college students. Harry opens one bottle and takes several
pills, popping them all into his mouth. Drawing water from
the sink in his palms, he washes them down.
PETER
Yeah- You've been spending alot of
time with him lately.
Harry is startled to see Peter in the bathroom doorway.
HARRY
Hey! Don't sneak up on a guy.. My
'fro's not properly coiffed..
PETER
Please.. Why so vain today? The
"Osborn Wave" is both bullet proof
and flame thrower resistant..
Peter enters the bathroom.
PETER
(continuing)
I need to brush my teeth your
highness..
THE DOORBELL RINGS.
HARRY
..That.. must be my Dad.
Harry exits the bathroom and opens the door. Indeed, NORMAN
OSBORN is waiting. Harry clearly forces a happy face to greet
his father.
HARRY
(continuing)
Hey Dad!
NORMAN
..Good morning, Son. Ready for
another day at the office?
HARRY
Uh.. I was gonna grab some
breakfast..
Norman looks at his watch.
NORMAN
..Still keeping the schedule of a
pampered rich kid, huh?
HARRY
..You're right, Dad.. We better
get going.
Peter enters the living room. Norman's eye light up in a way
that Harry could never inspire.
NORMAN
Peter! How's it going?
PETER
Great Mr. Osborn..
NORMAN
I'm hearing some great things from
your college professors..
PETER
..I'm trying to keep up a good
pace, sir..
NORMAN
Good, good.. You know my job offer
for an internship at Oscorp is a
standing one..
PETER
I'm definitely interested.. I just
want to finish out the semester..
NORMAN
That's what you said last
semester.. You're a brilliant
young man peter.. But opportunity
knocks but so many times..
PETER
I know..
There's an uneasy moment of silence between Peter, Norman and
Harry.
NORMAN
Well.. We'd better get going..
Harry needs all the experience he
can get.. Sometimes he just
doesn't run on all cylinders like
you, Peter.. We've got to look
over the progress report on the
Octavius project..
Harry and Peter share a glance, Peter, regretful and Harry
resentful.
PETER
I'll see you guys later..
Harry and Norman walk out.
Peter exhales hard, releasing the pent-up tension of the
moment.
PETER
(continuing; To
himself)
..Sure Norman, love to take that
job.. Just as soon as you get over
that whole being the Green Goblin
and wanting to murder me thing..
Peter finishes readying himself for school. He opens the door
to exit, when he finds Gwen standing there, just about to
ring the bell.
GWEN
Hey there..
Peter goes from shock to beaming.
PETER
Hey! Morning sunshine delivered
fresh to my door! What do I owe
for the pleasure?
GWEN
..A cup of coffee and your
services as escort to school..
PETER
I think I can cover that. Come on
in gorgeous..
CUT TO:
CLOSE-UP. A NEWSPAPER CLASSIFIED PAGE. CIRCLED IS AN AD
FOR A HOUSEKEEPER READING: "SCIENTIST NEEDS HOUSEKEEPER.
MUST BE EXPERIENCED, PROFESSIONAL, COURTEOUS AND ABOVE
ALL, QUIET. APPLY TO 3517 WALLINGTON ROAD, JAMAICA
ESTATES, QUEENS.
A Hand lowers the paper revealing the WE ARE:
EXT. 3517 WALLINGTON ROAD, QUEENS - MORNING
Aunt May walks to the very foreboding security gate of the
equally ominous house.
AUNT MAY
..Did the Addams Family or The
Munsters do the decorating here?
May rings the GATE BELL. A FRIGHTFUL AUDIBLE SQUAWK COMES
FROM A SPEAKER FOLLOWED BY A GRAVELLY AND IMPATIENT VOICE.
VOICE
(Impatient)
WHO IS THIS?
AUNT MAY
(Startled)
Um..I... Uh-
VOICE
(Demanding)
WHO IS THIS!!
AUNT MAY
I'm uh, h-here about the ad..
VOICE
Ad??
AUNT MAY
The uh.. The ad for a Housekeeper?
VOICE
Housekeeper?!
(Pauses, thinking)
Housekeeper.. Uh.. Oh yes.. Please
step in front of the video lens..
AUNT MAY
What.. I don't see any..
She looks to her left an jumps as A TELESCOPING LENS EXTENDS
FROM THE TOP OF THE GATE. IT APPEARS TO BE READY TO PROBE
HER.
AUNT MAY
(continuing)
Oh my goodness!
VOICE
Please remain still..
(pause)
Yes. Fine. Please enter.
There's a JARRING NOISE AND THE GATE IS UNLOCKED. May
reluctantly enters. And starts toward the house.
AUNT MAY
I can certainly see the need for
a housekeeper around here.
CUT TO:
INT. HOUSE - CONTINUOUS
May slowly opens the door. There is no one there to greet
her. The house is dark, but for the sunlight from the open
door and small slits through half opened curtains. The house
is a mass of piles of objects coated in dust. May takes it
all in.
AUNT MAY
Oh dear..
VOICE
I thought you might like some tea..
A voice comes from the kitchen. Clearly the same one as at
the gate, on slightly more accommodating minus the audio
feedback.
AUNT MAY
Excuse me?
May turns in the direction of the voice and sees-
DR. OTTO OCTAVIUS. A bulky man, bespectacled, jittery.
Although his hair is short is seems to have a mind of its own
and goes in whatever direction of its choosing. He wears a
lab coat over a very well-worn suit. Otto pours boiling
water from an antique teapot into a cup.
OTTO
..Tea. The dried, processed leaves
of an Asian shrub, steeped in
boiling water to make a beverage.
Tea. WOULD-YOU-LIKE-SOME?
AUNT MAY
..Uh.. As long as there's no
arsenic in it. Thank you
Otto, the humor lost on him, actually puzzles to himself why
someone would place arsenic in tea.
OTTO
Arsenic? No.. but I do have
Equal.. milk and lemon.. Sugar if
you like though I rarely use it.
Slows my train of thought.
AUNT MAY
Plain tea is fine.
OTTO
Now, what were you here to discuss?
AUNT MAY
Oh.. Uh, the housekeeping
position.. My name is May Parker.
Otto hands her the tea cup and saucer.
OTTO
Ah yes...Dr. Otto Octavius, at
your service. Oh.. Well I guess
you'd be at my service.. That's if
I decide to hire you. You see I'm
in the midst of my most important
work and simply cannot devote any
of my energies to anything else..
As you can see my house needs some
looking after.
AUNT MAY
Oh yes, I can see that.
OTTO
So- why would I choose you- Miss,
uh..
AUNT MAY
-Mrs. May Parker.
OTTO
Ah yes.
AUNT MAY
Well, I've certainly had years of
experience looking after a home.
I had two men to care for, my
husband and a teenager.. So while
you appear to be a handful, I'm
certainly up to the task.
OTTO
..Husband?
AUNT MAY
My Ben is deceased. Which is why
I'm looking for work. It was..
time.
OTTO
I see. So then...
Otto searches for something, unsuccessfully.
OTTO
(continuing)
I uh.. I had a list of things here
somewhere..
May takes notice of a paper in Otto's hand.
AUNT MAY
It's in your hand Dr. Octavius.
OTTO
Oh. Ah. Points to you..
AUNT MAY
But I need no list to know how to
keep a home in order.. I'll clean,
prepare your meals, do the
shopping, receive your phone calls.
OTTO
And above all- BE QUIET. My work
requires the most precise of
operations. I can't be disturbed.
May nods.
OTTO
(continuing)
It pays $300.00 per week.
May looks around the house.
AUNT MAY
But it deserves $400.00 a week.
Otto looks around.
OTTO
So noted.
AUNT MAY
I'll start today. Lunch will be
in an hour.
May removes her coat.
OTTO
Oh, uh, fine. I'll be in my lab
then.
CUT TO:
EXT. LOWER MANHATTAN STREET - MORNING
Peter and Gwen are walking, on their way to school.
GWEN
..I envy you, Pete..
PETER
Envy me? The only thing I have to
be envious of is having you..
GWEN
You also have a plan..
PETER
I suppose it could be considered
that.. It keeps going awry, but
the dream lives on..
GWEN
I mean, I'm interested in the
sciences, but I'm still having
trouble deciding on a career.. I
was thinking of grabbing a career
guide from the counselor's office.
Tomorrow night MJ and Harry have
a date.. So there won't be anyone
at your apartment.. I was thinking
we could have dinner at your
place.. And discuss things like
career goals.. And.. Other things..
PETER
I love the way you think Ms.
Stacy.. I think we can come up
with some ideas..
He pauses to plant a kiss on her, when POLICE SIRENS break
the mood. Peter turns to them to see the direction they're
headed in. Gwen takes note of this, and is disappointed,
knowing what's coming next.
PETER
(continuing)
Gwen I-
GWEN
I know. Pictures.
Peter starts to dash off.
GWEN
(continuing)
Peter wait a second.. I have a
present for you..
PETER
A present, but it's your birthday
coming up-
Gwen reaches into her bag and pulls out a cell phone.
GWEN
A guy like you needs this..
Peter is flustered, but takes it.
PETER
Okay.. Thanks honey..
He kisses her quickly and then turns to dash off.
GWEN
Be careful!
Peter waves, acknowledging.
Gwen watches with concern as he runs off.
DISSOLVE TO:
INT. DAILY BUGLE OFFICE - AFTERNOON
Peter enters the office, which is all abuzz.
He spots Robbie Robertson exiting Jonah's office.
PETER
Hey Robbie! What's all the the
action around here?
ROBBIE
Jonah's in a tizzy over the
robbery last night! Now's not the
time to try and speak to him, kid..
PETER
He's pretty upset, huh?
ROBBIE
Upset? He's ecstatic. He figures
this proves he was right about
Spider-Man all along.
PETER
Well- I hate to burst his bubble..
Well, actually I'd love to burst
his bubble.. But anyway- I have
pix from last night. And they
show that Spider-Man wasn't the
one that robbed the safe.
Peter takes a series of photos out of his bag and hands them
to Robbie.
ROBBIE
..Uh-huh. Good stuff Peter. I'll
write you out check..
PETER
Uh.. Well, do they rate the
advance I was asking about?
ROBBIE
-Sorry, Pete. We were just robbed
last night.. Jonah would go
through the roof over an advance..
PETER
You mean the money wasn't
recovered? But I saw...
Peter looks down, confused.
ROBBIE
Saw what?
Peter decides not to continue as it would be revealing too
much.
PETER
..I thought they nabbed the thief.
But uh.. After I ran out of film
I cut out, so I didn't see
everything..
ROBBIE
Well, Pete, I'd better get these
photos into Jonah.. They're just
in time for the evening edition-
Robbie rushes back into Jonah's office.
CUT TO:
INT. HARRY & PETER'S APARTMENT - EVENING
Peter enters the apartment.
PETER
Hey- Harry?
CUT TO:
INT. HARRY'S ROOM - CONTINUOUS
PETER (O.S.)
Harry?
Harry lies sprawled out across his bed in a deep sleep,
another open bottle of pills atop his night stand.
INT. HARRY & PETER'S LIVING ROOM - CONTINUING
Getting no response from Harry, Peter shrugs and opens the
fridge to grab a snack.
He then takes note that there's a message on the answering
machine. Peter hits the playback button.
PHONE MESSAGE
(Filtered)
Hi, Peter.. It's Aunt May.
Peter smiles at the sound of her voice, and takes a bite of
an apple.
PHONE MESSAGE
(continuing)
I just wanted you to know that
I've taken a job.. I'm working as
a housekeeper for the nicest..
Well, the most.. Well, he's an
interesting scientist.. You can
call me at his house at 555-6127..
I love you, bye bye.
Peter nearly chokes on the apple. As he coughs, Harry enters
the kitchen. His movement is sluggish. He looks like a
zombie.
HARRY
(Groggy)
What's the matter, man?
PETER
(Clearing his throat)
..My Aunt May..
(Gasps)
She took a job as a housekeeper..
HARRY
Oh that. I know.
PETER
How did you know?
HARRY
..I told her about the job..
PETER
You?! why didn't you tell ME?
HARRY
..Didn't I?
PETER
NO! You're getting more and more
forgetful, Harry! Now who's she
working for?
HARRY
Otto Octavius.. She called
yesterday morning.. I guess you
were still sleeping.. Anyway- she
was upset about something and
needed to talk to you- but I
couldn't wake you up.. So while we
were talking she mentions how she
wants to look for a job.. and I
knew Dr. Octavius was looking for
a housekeeper. So I told her to
look up the ad in the newspaper to
get his address.. I told her I'd
have my Dad give Octavius a call
to set things up, but she didn't
want me too. She said something
about getting too much help as it
is.. Are you sure I didn't tell
you all this?
PETER
YES!!
HARRY
Wow.. Maybe I dreamt it. Trippy..
PETER
..I've gotta get this guy's
address..
CUT TO:
INT. DR. OCTAVIUS' LAB - MORNING
RED AND GREEN LIGHTS GLOW IN THE VAST COMPLEX BUILT
BENEATH OCTAVIUS' HOME. OTTO, BEHIND GLASS SHIELDING
SWEATS HEAVILY AS HE WORKS DIALS ON A METALLIC VEST
SURROUNDING HIS TORSO WITH SURGICAL PRECISION. HOWEVER,
EXACTLY WHAT HE'S WORKING ON IS UNSEEN. HE BREATHES
HEAVILY AND NERVOUSLY- HIS EYES UNBLINKING AND FOCUSED.
THEN, BEHIND HIM, HE BECOMES AWARE OF A BLINKING RED
LIGHT. HE PAUSES FOR A MOMENT TO LOOK OVER AT IT, CHOOSES
TO IGNORE IT, AND CONTINUES HIS WORK.
CUT TO:
INT. OCTAVIUS HOME KITCHEN - CONTINUOUS
Aunt May, in time with the flashing light we'd just seen,
presses a button on a wall. Not receiving the expected
response, she releases the button and shrugs, confused.
At that moment, the DOORBELL RINGS. Aunt May goes to another
section of the kitchen and a CONTROL PANEL. She's still
uncertain about how the controls work. She presses a button
and speaks into the microphone.
AUNT MAY
Who is it?
CUT TO:
EXT. 3517 WALLINGTON ROAD, QUEENS - CONTINUOUS
May's action don't have the desired effect. Peter stands at
the gate and must duck as the TELESCOPING CAMERA LENS DARTS
AT HIM.
CUT TO:
INT. OCTAVIUS HOME KITCHEN - CONTINUOUS
May guesses that she's hit the wrong button and tries another
one.
AUNT MAY
Wh-Who is it?
CUT TO:
EXT. 3517 WALLINGTON ROAD, QUEENS - CONTINUOUS
THE ELECTRONIC GATE OPENS. Peter starts to enter, when it
immediately SLAMS SHUT.
MAY'S VOICE THEN COMES THROUGH THE SPEAKER.
AUNT MAY
(Filtered)
-OOo is it?
Peter is surprised to hear May's voice.
PETER
..Aunt May? It's me, Peter!
AUNT MAY
(Filtered)
Peter! Oh come in dear!
Peter starts toward the gate when the TELESCOPING LENS DARTS
AT HIM AGAIN.
AUNT MAY
(continuing; Filtered)
S-sorry dear! That wasn't the
gate was it?
PETER
No Aunt May, I think you were
about to give me and internal
examination!
THE ELECTRONIC GATE OPENS. Giving it a second, to be sure it
isn't going to close on him, Peter enters.
He takes in the scenery.
PETER
(continuing)
Lurch must have the day off..
CUT TO:
INT. OCTAVIUS HOME - CONTINUOUS
Aunt May opens the door and greets Peter with a hug.
AUNT MAY
Hello dear!
PETER
Aunt May.. Why didn't you tell me
you were taking a job?
AUNT MAY
(Mouth crinkling)
..Why didn't you tell me you were
paying my hospital bill?
PETER
Aunt May- you and Uncle ben
sacrificed plenty for me over the
years.. I had to do it.
AUNT MAY
Your Uncle Ben and I sacrificed
because we love you- not because
we expected to be repaid.. And
what about your gift for Gwen? I
don't want you jeopardizing your
future with her over looking after
me..
PETER
Gwen would probably clobber me for
buying something so extravagant
anyway.. But Aunt May.. This job.
This place.. I don't like you
being here.
AUNT MAY
Dr. Octavius is a very well
respected scientist..
PETER
I know he is.. I'm familiar with
his work in Nuclear physics.. But
he's also supposed to be very
eccentric..
AUNT MAY
He's like a big child.. And you'll
recall I've had plenty of
experience handling a boy genius..
Suddenly AN ELECTRONIC BUZZER SOUNDS. Peter and May both
react.
AUNT MAY
(continuing)
And there's "Junior" finally
looking for his lunch.. I made for
him an hour ago, but the man works
so hard he didn't want to stop to
eat. Why don't you come with me
and meet him?
PETER
Uh.. Sure..
CUT TO:
INT. DR. OCTAVIUS' LAB SAFE ROOM - CONTINUOUS
May and Peter enter the Lab's Safe Room which is just outside
of the actual working area. Peter carries Dr. Octavius' lunch
on a tray.
AUNT MAY
Just place it over there..
Peter complies resting the tray on a table.
AT THAT MOMENT, A STEEL DOOR WITH A COMPLEX SERIES OF LOCKS
AND VALVES BEGINS TO GO INTO OPERATION- METALLIC GROANS AND
GRINDS OF THE MECHANISMS FILLING THE ROOM. THEN WITH A FINAL
CLANG, THE DOOR OPENS.
Dr. Octavius emerges- however with a far more ominous
appearance than the chunky absent-minded professor we'd
previously seen. Strapped to his torso is the metal vest
with the series of control dial we'd seen earlier, but
sprouting from the back of the vest a FOUR METAL TENTACLES
EACH ENDING WITH THREE GRASPING CLAWS.
PETER
(Stunned)
..Dr. Octopus..
OTTO
WHAT WAS THAT?
PETER
Oh- I'm sorry Dr. Octavius.. I'm
a huge admirer of your work..
AUNT MAY
Dr. Octavius- this is my nephew
Peter.. He just came by to visit
me..
OTTO
What did you call me, young man?
PETER
Oh, uh.. It's just the robotic
tentacles.. I've heard about
them..
OTTO
..And the moronic sobriquet I've
been given because of them, no
doubt..
PETER
I'm sorry, sir.. I didn't mean any
disrespect.. They're just so
awesome to see..
OTTO
Awesome is the word, young man.
And even moreso in use.
AUNT MAY
Really, Doctor.. Peter is the
nicest of young men..
OTTO
..Please Mrs. Parker.. Let's speak
no more of it.
I'd like to each my lunch in
solitude, I've much more work to
do and little brain energy to
direct elsewhere..
AUNT MAY
Of course.. Let's go Peter.
Peter follows Aunt May out, but can't help feeling bothered.
CUT TO:
INT. OCTAVIUS HOME KITCHEN - AFTERNOON
Peter and May share a cup of tea.
PETER
..I have to tell you, I'm not any
less worried about you working
here after meeting the Doctor..
There's something, not quite right
with him. I know he's working on
a project for Oscorp but I don't
know what it is..
AUNT MAY
Peter, I'm a big girl.. I can take
care of myself. And I'm happiest
keeping busy instead of just
sitting around at home. I told
you that was the very thing that
made me sick. And it feels good
being able to tend to my own
finances..
Peter is no less concerned, but relents.
PETER
Okay.. Okay. But I'll still be
checking in with you.. Gwen gave
me cell phone.. I want you to take
the number and call if there's any
problem..
May laughs and kisses him on the cheek.
AUNT MAY
I've raised such a little worrier!
CUT TO:
INT. HARRY & PETER'S APARTMENT - EVENING
Peter sit at the dining room table his jaw resting atop his
fist. A look of worry still on his face. The table however
is set-up for an elegant and romantic dinner, candles
flickering.
Gwen enters carrying a casserole dish.
GWEN
..How about pouring the wine?
PETER
-Oh, sure, honey.. Hey that smells
delicious.. although I have to say
the cook is the real treat..
Peter walks over to slide Gwen's chair in. He kisses her on
the cheek.
He then sits back down across from her s she dishes out the
food.
PETER
(continuing)
So.. You were going to bring some
career guides for us to look over?
But I have to tell you.. Whatever
career you choose, I'd be
disappointed if your name plate
didn't read Stacy-Parker on it.
GWEN
A tempting offer.. And also what
I wanted to talk to you about..
PETER
I'm all ears..
GWEN
You see- I want to have that name
plate, Pete. I want us to build
a life together..
PETER
I'm sensing a but coming..
GWEN
Yeah. And you're the "but"..
PETER
Hey! Is a dinner or a roast?
GWEN
It's a heart-to-heart. Peter, The
last two years together has been
great. But- There's something
wedged in between us.. Something
that keeps us from really being
together..
PETER
..I know. The lateness.. The
missed dates.. I'm sorry that my
job is so crazy, Gwen.
GWEN
No, Peter. It isn't just the job.
I know there's something going on
with you. Something you have
inside that you're not sharing
with me. That you don't share
with anyone. Peter- I'm trying to
make you see that you don't have
to hide it from me. That's what
loving someone is about.. And for
us to have a life together, we
have to share in this together.
Whatever you've got going on-
we'll face it together..
Peter is shocked and wounded at Gwen's frankness.
PETER
Gwendy- there isn't anything..
He stops himself.
PETER
(continuing)
Okay... Okay.
He searches himself for the words.
PETER
(continuing)
..Gwen it's just that I can't
explain it.. It confuses the hell
out of me..
GWEN
Just be honest, Peter.. We can
figure it out together..
PETER
It's just not that simple.. I
promise you Gwen.. It's nothing
that will ever affect my love for
you..
GWEN
Just talk to me..
PETER
(Sighs hard.)
..Well.. I guess it has to do
with.. My job. The pictures I
take..
GWEN
..Go on..
PETER
..Well it's.. huh.. It's more than
just a job. It's almost like
another side of my personality..
It's like stepping into another
world.. Another.. Existence..
GWEN
Oh.. Well, my Dad used to say that
too.. About being a cop. You have
to create a whole new persona and
approach to life. It's what kept
him able to focus on his work, yet
not bring it home to me and my
Mom.. Is that it?
PETER
Uh.. Yeah.. It's something like
that.. Actually its alot like
that.. But.. I guess there's more..
GWEN
..What?
Peter is sweating. His heart is pounding. He's experiencing
fear like nothing his super human enemies could ever generate
in him. He takes a sip of wine.
PETER
I.. I'm...
(Pause)
I'm... S-... I'm.. Just not ready
for this, Gwen. I can't do it.
I'm sorry. I'm so sorry.
Gwen leans back in her chair. The anger in her building, yet
she remains calm. And very cold.
GWEN
..I'm sorry too, Peter. But I
can't go on like this. I won't go
on like this.
Gwen gets up from the table, grabs her coat.
GWEN
(continuing)
Goodbye.
She leaves.
Peter remains at the table. Confusion, pain, panic rolling
over him. HE CRUSHES HIS WINE GLASS, SQUEEZING TIGHTLY THE
SHARDS OF GLASS WITHIN HIS FIST. BLOOD TRICKLES.
PETER
WHAT THE HELL IS WRONG WITH ME???
PETER LETS OFF A GUTTURAL GROWL OF SELF-LOATHING- AS HE TEARS
OPEN HIS SHIRT EXPOSING HIS SPIDER-MAN COSTUME BENEATH. He
stares at his costume for a moment, and then his face sinks
into his clenched fists.
CUT TO:
INT. DR. OCTAVIUS' LAB SAFE ROOM - NIGHT
Norman Osborn sits at the table looking over Dr. Octavius'
progress reports.
NORMAN
Well. This is all very
impressive, Otto..
Otto sits across from Norman, puffing proudly on a cigar.
OTTO
Of course..
NORMAN
But unfortunately it's still
mostly theory. There's little
concrete evidence to prove that
your process will work.
OTTO
You're joking. I've never been
wrong.
My work is painstaking- precise.
I make no movements that aren't
pinpoint accurate. So naturally
the physical work will take long.
But in the end my method of
processing radioactive isotopes
will increase the efficiency of
your Cold Fusion reactor ten-fold.
NORMAN
A lovely dream, Otto.. But I
unfortunately don't live in your
world. I have a board of
directors who approve the
financing of your work.. I can't
walk into the conference next week
with some facts and figures and
alot of empty promises..
OTTO
Empty promises? The proof of my
work is all on paper!
NORMAN
But the members of the board don't
read binary..
OTTO
No.. In fact I doubt that they
read at all..
NORMAN
Perhaps not. But they write.
Checks. If you want to continue
receiving them, you've got to
prove to be more than merely a
funny little oddity with robotic
arms..
OTTO
We can't play games with the
forces I'm working with. The
slightest error will result in a
disaster many times greater than
your Fusion reactor accident..
NORMAN
Science isn't for the faint of
heart.. Neither is big business..
This has been lovely Otto.. I'll
talk to you again in a few days.
Norman stands and walks out.
Otto crushes his cigar.
CUT TO:
INT. STACY HOME - NIGHT
Captain Stacy is watching A VIDEOTAPE OF SPIDER-MAN IN
ACTION. He puffs on his pipe and takes notes.
Gwen enters the house in tears.
Capt Stacy turns at the sound of her entry.
CAPTAIN STACY
Hey there!
Gwen stops at the stairs, but doesn't turn to him.
GWEN
(Choking on her tears)
..I can't talk Daddy..
CAPTAIN STACY
Dinner didn't go the way you'd
hoped?
Gwen walks sadly over to the sofa and collapses into her
father's arms.
GWEN
Daddy- I don't know what's wrong
with him..
CAPTAIN STACY
Peter's a complicated young man..
GWEN
..But I know that it has something
to do with him..
Gwen refers to the video footage of Spider-Man.
CAPTAIN STACY
Spider-Man?
GWEN
..I think Peter's more obsessed
with him than you are Dad.. Taking
those pictures of him.. Watching
him in action. I think Peter wants
to be Spider-Man..
CAPTAIN STACY
Well.. I guess I can see from
Peter's end why he'd feel that
way.. Spider-Man's power is
incredible. His life seems to be
endlessly thrilling.. I can
understand a young man wanting to
be apart of all that. Maybe
feeling a little impotent with
being earthbound while watching
Spider-Man soar..
GWEN
Daddy.. You're not feeling that
way at all are you? I know it's
been hard since you had to
retire.. But it was a gunshot
wound.. You've had a great career
on the force.. No one could be
prouder of you than I am.. And Mom
was..
CAPTAIN STACY
..I know Gwen. Sure, I might be
a little jealous of the Wall-
Crawler.. But believe me, Spider-
Man is mostly a mystery to me.. A
case I want to crack. Nothing
more. Just like Peter seems to be
an enigma to you..
GWEN
That's true. Whatever it is.. It's
tearing a hole in Peter.. He can't
seem to be a complete person until
he frees himself of Spider-Man..
One way or another, I'm going to
find the way to free him..
CAPTAIN STACY
Huh.. You know, you might make a
pretty good detective yourself..
GWEN
Yeah.. I might at that..
CUT TO:
INT. EMPIRE STATE UNIVERSITY CORRIDOR - AFTERNOON
Peter listlessly removes some books from his locker. Closing
the locker back, he blandly turns away glancing to his left
and then forward. THEN HE DOES A DOUBLE TAKE-
Peter's eyes widen due to what he sees-
GWEN WALKING WITH FLASH THOMPSON!
PETER
Oh my God- No..
Peter's face twists into one of rage. He slams his fist into
his locker CREATING A DENT.
Twenty yards away, Gwen doesn't see Peter as she speaks with
Flash.
FLASH
So wait a minute.. You finally
come over to talk to me- And it's
still about PARKER?
GWEN
-That's the topic of discussion
for today, Flash, yes.
FLASH
(Sighs hard.)
..Well, all I can hope is that
merely being around me will wake
you up to the mistake you've been
making..
GWEN
..That's right, Flash.. Dreaming
is free. Now.. I heard you and
Peter have known each other since
Junior High School.. What was he
like back then?
FLASH
..I could spin you some yarns..
Come on gorgeous, walk with me,
talk with me..
Peter watches with unblinking eyes as the two of them walk
away.
Flash and Gwen continue walking.
GWEN
So what was he like back then?
FLASH
Standard bookworm stuff.. The
smartest kid in class.. We even
kinda liked each other back then..
GWEN
So where comes the rift?
FLASH
Hey baby- I'm a jock.. The total
package.. Football, basketball,
baseball the whole nine.. Parker
couldn't do a push-up.. Oil and
water, y'know?
GWEN
..Yeah.. I know.
FLASH
..That is until the last year of
high school.. He musta got tired
of gettin' knocked around, and
started workin' out..
Gwen considers all that Flash has said.
CUT TO:
INT. HARRY & PETER'S APARTMENT - EVENING
Peter storms into the apartment, slamming the door. Harry,
stretched out on the sofa watching TV jumps at the THUMP.
HARRY
Whoa- People are tryin' to sleep-
man..
PETER
Gwen dumped me..
HARRY
..And you're steamed at her?
Well, me and the door are
innocent..
PETER
I'm not mad at her, you or the
door. I'm mad at me...
HARRY
..Well pal.. It had to happen
eventually.. You can leave a chick
hanging for so long..
PETER
I know- I know! But she's gotta
understand what I've been up
against..
I'm not just some jerk who takes
his girl for granted.. if she only
knew the truth..
HARRY
She can't know till you tell her..
PETER
..I know.. I want to tell her..
But I just can't..
HARRY
You mean you won't.. But who the
hell am I to talk.. I can't be
straight with my dad.. To tell him
how much I hate working at
Oscorp.. How doing that and
keeping up my school schedule is
eating me alive..
Harry looks up at Peter, expecting a response. But Peter
hasn't heard a word Harry has said. His mind is firmly
focused on Gwen.
PETER
..I've gotta call her..
Peter rushes over to the phone.
Harry is downtrodden that Peter wasn't there for him.
As Peter dials the phone, Harry walks slowly into the
bathroom and closes the door.
INT. HARRY & PETER'S APARTMENT, BATHROOM - CONTINUING
Harry walks over to the medicine cabinet. He hesitates,
staring at himself in the mirror. The swings open the
cabinet door, and grabbing one of the prescription bottles.
CUT TO:
INT. HARRY & PETER'S APARTMENT, KITCHEN - CONTINUOUS
Peter is on the phone but THE RING ISN'T ANSWERED. THEN-
GWEN
(filtered)
Hello?
PETER
Gwen- It's me..
GWEN
(filtered)
Hey! I was just thinking about
you! But sorry- I'm not here to
talk to you.. So leave a message
at the beep! Bye!
Peter is filled with anguish. He hangs-up.
INT. HARRY & PETER'S APARTMENT - CONTINUING
Peter runs down the hallway and into his bedroom, closing the
door.
INT. HARRY & PETER'S APARTMENT,PETER'S ROOM - CONTINUING
Peter immediately begins removing his street clothes,
revealing his Spider-Man costume beneath.
Once fully changed he darts to the window- FIRES A WEBLINE
AND IS GONE.
CUT TO:
INT. PARKER HOME,BASEMENT - EVENING
THE SOUND OF A ROUSING PING-PONG GAME CAN BE HEARD.
At the table are Aunt May and Gwen, playfully volleying the
ball back and forth.
AUNT MAY
Ah.. this is fun.. I don't get to
play so much with Ben gone and
Peter living with Harry..
GWEN
(Laughing)
You're really great, Aunt May!
AUNT MAY
..But I know that you didn't come
all the way over here just to go
a few rounds with me..
Gwen doesn't try to hide the truth.
AUNT MAY
(continuing)
So.. What's going on with you and
Peter?
GWEN
I was hoping you could tell me..
AUNT MAY
Gwen I know Peter loves you with
all of his heart.
GWEN
I know that too, Aunt May. Loving
each other isn't the problem..
AUNT MAY
..Peter is full or passion and
wonderment, Gwen. Sometimes he
gets so deeply immersed in what
he's doing- that when he steps
back and realizes how far he's
gone he gets scared. Since his
Uncle Ben's death, he's had
something going on.. As though he
has to prove something again and
again.. You've been the only thing
that's grounded him.. He needs you
to do that, Gwen..
Gwen takes in May's words.
CUT TO:
EXT. STATUE OF LIBERTY - EVENING
Spider-Man sits atop the crown, sulking. Suddenly just above
him there's A BURST OF HEAT AND FIRE. But Spider-Man doesn't
react.
SPIDER-MAN
-Turn off the fireworks, Storm,
you're giving me prickly heat..
JOHNNY STORM, THE HUMAN TORCH, EXTINGUISHING HIS FLAME LANDS
A FEW FEET AWAY.
JOHNNY
..For this I sacrificed Karaoke
night with the Olsen Twins?
SPIDER-MAN
..Ever the society page blurb, eh,
five alarm?
JOHNNY
..Well, even though you're a
fashion nightmare, I could get you
through the door of some swanky
night spot.. You'd be like my
social misfit charity case..
And you're always good for a
little spectacle..
SPIDER-MAN
No thanks.. I prefer my mingling
minus the mask.. I'd enjoy life as
a civilian.. if I actually had a
life as a civilian..
JOHNNY
Does my little eight-legged pal
have a problem that he needs help
with?
SPIDER-MAN
Nah.. Just the sight of your
ridiculous mug reminds me that
things can always be worse..
JOHNNY
That's right, they can be.. You're
aware that the cops are after you
again..
SPIDER-MAN
..I haven't tossed any little old
ladies off the Empire State
Building this week.. So what now?
JOHNNY
Robbery of the Daily Bugle.. Jonah
Jameson published pix that
supposedly proved you did it.
SPIDER-MAN
WHAT?
JOHNNY
Yeah.. In fact I'd be bringing you
in myself if I didn't have another
pressing engagement..
SPIDER-MAN
Me too.. I've got a face to re-
arrange.. My regards to Mary Kate
and Ashley, toasty..
Spider-Man fires a webline and swings off.
CUT TO:
INT. J JONAH JAMESON'S OFFICE - NIGHT
Jonah is pacing. Seated in his office are Robbie Robertson,
Captain Stacy, and Betty Brant. Betty takes dictation for
Jonah's latest editorial.
JONAH
..And it is due to my own
fearlessness to stand-up and point
the finger of guilt at this web-
spinning lunatic, that has made me
the constant victim of this same
miscreant.. But in order to
protect the masses of this city
which I hold so dear- I will bear
this cross, until finally this
creature is captured and placed
within the depths of the justice
system.. Trapped in a dark cellar,
as all spiders should be..
CAPTAIN STACY
..Is this the point at which you
display the wounds in your palms
and stigmata?
JONAH
Not funny George.. But I'll accept
that as your acknowledgement that
I had Spider-Man's number from day
one..
SPIDER-MAN (O.S.)
Don't start posing for a statue
yet flat top-
Spider-Man swings in through Jonah's window and lands atop
his desk.
JONAH
So the criminal really does return
to the scene of the crime!
ROBBIE
Spider-Man- this isn't a smart
move!
Spider-Man turns to Robbie.
SPIDER-MAN
When you deal with an idiot, you
have to speak his language!
I know you're a dunce Jameson- But
even you can't claim to have proof
that I robbed the Bugle!
JONAH
Sure- I know you thought you
covered your tracks webhead- But
for once Parker got some pix that
actually good!
Jameson holds up a copy of the Bugle-
JONAH
(continuing)
If you can see through those bug
screens over your eyes look- I've
got pix of you fighting and
webbing up the Bugle security team-
I've got you following your
accomplice that was carrying the
loot- And I've got you escaping
with him! What I don't have is the
money! Tack on the guard that saw
you in the accounting office- And
its Case closed!
SPIDER-MAN
Those-Those- Pix don't show
everything!
JONAH
Sure.. They don't show you do
anything that makes you look
innocent! And since they don't- I
think this call is for you-
Jonah gestures toward the window-
EXT. DAILY BUGLE BUILDING - CONTINUOUS
WHERE A POLICE HELICOPTER DESCENDS AND HOVERS.
ON SEVERAL OF THE SURROUNDING ROOFTOPS SWAT SNIPERS APPEAR
ARMED AND READY.
INT. J JONAH JAMESON'S OFFICE - CONTINUOUS
Spider-Man looks outside.
JONAH
We figured you'd be dropping by..
So New York's Finest had a SWAT
Unit waiting for you..
CAPTAIN STACY
Spider-Man stay calm, maybe I can
talk them down- but you have to be
ready to give yourself up
peacefully- we can figure
something out afterward-
SPIDER-MAN
Sorry Captain- but prison decor
clashes with my colorful motif-
And I don't do orange jumpsuits..
SPIDER-MAN DIVES OUT THE WINDOW.
EXT. DAILY BUGLE BUILDING - CONTINUOUS
SPIDER-MAN FIRES A WEBLINE AND SWINGS BENEATH THE SWAT
HELICOPTER, KNOWING THAT THE SNIPERS WON'T FIRE AS THEY MIGHT
HIT THEIR OWN PEOPLE.
ON THE SURROUNDING ROOFTOPS THE SNIPERS DRAW BACK THEIR
WEAPONS IN FRUSTRATION.
BUT THEN OTHER SWAT TEAM OFFICERS CARRYING STRANGE LOOKING
GUNS MOVE FORWARD. THEY BEGIN FIRING THEIR PROJECTILES THAT
BURST INTO NETS. SPIDER-MAN'S MID-AIR AGILITY MANAGES TO
KEEP HIM FREE OF MOST OF THEM- BUT ONE SNAGS HIS LEGS. HE
BEGINS TUMBLING.
SPIDER-MAN MANAGES TO GRAB HOLD OF A LEDGE- BUT IS HAMPERED
BY HIS LEGS BEING BOUND. SNIPERS BEGIN FIRING AT HIM, JUST
MISSING THE MARK. DESPERATELY, SPIDER-MAN RELEASES THE LEDGE
AND BEGINS TO DROP AGAIN, AS THE HELICOPTER CLOSES IN.
SPIDER-MAN IS IN FREE-FALL TOWARD CERTAIN DEATH, WHEN HE
FIRES A WEBLINE AT THE LAST SECOND- IT AGAIN SNARES THE
CHOPPER. THE CHOPPER PILOT LETS ONE SIDE DIP TO MAKE IT
HARDER FOR SPIDER-MAN TO SWING. THE CHOPPER FLIES OFF, SWING
SPIDER-MAN IN TOW. SPIDER-MAN FIRES A SECOND WEBLINE SNAGGING
THE OPPOSITE SIDE OF THE CHOPPER. THE CHOPPER PILOT TURNS
THE CHOPPER TO INTERRUPT SPIDER-MAN'S MOMENTUM. SPIDER-MAN
USES ALL OF HIS STRENGTH TO FORCE HIS SWING UPWARD- BUT THE
ELASTICITY OF HIS WEBLINE SNAPS HIM BACK LIKE A RUBBER BAND-
AND RIGHT TOWARD THE ROTOR BLADES!
INT. J JONAH JAMESON'S OFFICE - CONTINUOUS
Everyone in the office watching gasps as Spider-Man swings
toward a grisly end-
EXT. DAILY BUGLE BUILDING - CONTINUOUS
Spider-man is moving closer to the blades, when he makes a
somersault- which thrusts his legs wrapped in the SWAT Net
towards the blades- THE NETS ARE CUT- BUT SPIDER-MAN'S SPEED
HAS HIM MOVE BEFORE HIS LEGS ARE SHREDDED. ANOTHER WEBLINE
FIRED AND SPIDER-MAN IS OVERTOP THE CHOPPER, AND THEN
DESCENDING TOWARD THE STREET.
THE SWAT SNIPERS FIRE AT HIM IN VAIN.
EXT. STREET - CONTINUOUS
Spider-Man lands on the street. The SWAT Chopper descends
hoping to trap him again. But Spider-Man snags a manhole
cover with a webline and pulls it from its station. A quick
leap and Spider-Man is dropping into the sewers below.
THE CHOPPER LANDS ON THE STREET, AND THE SWAT TEAM
DISEMBARKS, BUT THEY'RE TO LATE. SPIDER-MAN DRAGS THE
MANHOLE COVER BACK OVER THE ENTRY, AND NONE OF THEM CAN
REMOVE IT.
INT. SEWER - CONTINUOUS
Spider-Man runs through the sewer. He removes his mask.
Peter looks around, breathing hard.
PETER
-Good one, Parker.. Way to bury
yourself..
CUT TO:
EXT. BUILDING - MORNING
Hobie Brown is engaged in his job as a window washer. He's
just finishing the job, and climbing back into the building.
INT. OFFICE - CONTINUING
Hobie lands on the floor and continues inward, stopping
before a secretary's desk. He smiles at the secretary.
HOBIE
..All finished..
SECRETARY
..Nice work..
HOBIE
..Thanks..
Hobie's attention is grabbed by the copy of The Daily Bugle
atop her desk. The headline reads: "SPIDER-MAN PURSUED FOR
BUGLE ROBBERY". Hobie grimaces, feeling guilty for Spider-Man
taking the rap for his crime.
CUT TO:
INT. OCTAVIUS HOME KITCHEN - MORNING
Aunt May is doing the dishes. Otto enters, saying nothing.
it takes May a moment to realize that he's there.
AUNT MAY
Oh, hello, Doctor..
OTTO
..Mrs. Parker..
AUNT MAY
..Can I get you something?
OTTO
..No.. No thank you.
May can see a lost expression on his face.
AUNT MAY
My Lemon Meringue pie has been
known to cure all ills..
An awkward smile sneaks onto Otto's face, which is not
normally built for such a thing.
JUMP CUT:
May and Otto sit eating pie and drinking tea.
AUNT MAY
..You know- the expression you had
on your face when you came in
reminded me so much of my Peter..
Whenever he had a science problem
he couldn't figure out..
OTTO
(slight annoyance)
I never have a problem I can't
figure out.. It's just that I'm
surrounded by fools who can't
appreciate..
AUNT MAY
-That you dream bigger than they
do?
OTTO
..Yes.. I suppose.. It's been that
way all of my life.. My dreams
were too large for my parents to
comprehend.. My teachers.. My
fellow students.. That's why I've
closed myself off. In this
sanctuary of reason I can allow my
vision full bloom. That is until
I began working with Norman
Osborn.. The man is clock
watcher.. A bean counter. A
measuring tape and penny scale.
He and his board members can only
appreciate weight and measure..
Not the unlimited value of
knowledge..
AUNT MAY
..Well I know your work will be
all of the proof you'll need to
prove them wrong..
OTTO
..Yes.. You listen well, Mrs.
Parker..
AUNT MAY
..Practice makes perfect.. I could
listen to my Ben and Peter go on
for hours about their troubles at
work or school.. Sometimes that
all you need.. Just someone to
hear you.. I'm surprised the you
don't have wife..
Otto frowns at the mentioning, dredging up a painful memory.
OTTO
..Another dream that was just too
large..
Otto rises from the chair.
OTTO
(continuing)
..Thank you so much for the pie,
Mrs. Parker..
AUNT MAY
You're welcome.
Otto walks back through the exit.
CUT TO:
INT. DR. OCTAVIUS' LAB - AFTERNOON
OTTO IS ON A VIDEO PHONE. ON THE VIEW SCREEN IS NORMAN
OSBORN, WHO SITS IN HIS OFFICE AT OSCORP.
VIDEO SCREEN NORMAN
Otto.. Bad news. The board
reacted according to character..
They need to see something
concrete within the next few days
or your funding is pulled.
OTTO
The unmitigated buffoonery of your
board is boundless, Osborn..
VIDEO SCREEN NORMAN
But not their patience.. Believe
me Otto.. I fought for you. We're
not unalike.. We're both men of
science. But like science,
finance is grounded in reality..
Make something happen Otto and
I'll keep your funding alive..
Have a good day.
THE VIDEO SCREEN GOES BLANK.
Otto is furious. Angrily, he turns toward the rack system
that houses his robotic tentacles.
CUT TO:
INT. HARRY & PETER'S APARTMENT,PETER'S ROOM - EVENING
Peter sits on his bed. Spread across the bed are the photos
he'd taken of the Bugle robbery. In the background, THE
EVENING NEWS RUNS ON THE TELEVISION.
He's kicking himself emotionally.
PETER
..Beautiful.. I give Jameson the
evidence to hang me..
Peter picks up a picture showing The Prowler.
PETER
(continuing)
..And all for helping a guy out..
Like I said, no good deed goes
unpunished.. I don't know, Hobie..
It might come down to you or me..
Peter drops the photo.
PETER
(continuing)
Yeah. Like I could do that.
He hears something on the News that grabs his attention.
PETER GRABS THE REMOTE AND TURNS UP THE VOLUME.
TV NEWS ANCHOR
-Police are saying the jailbreak,
from the infamous Vault
imprisonment facility, built to
house criminals possessing super
human abilities, perpetrated by
William Baker, AKA Flint Marko,
AKA The Sandman, and Max Dillon,
AKA Electro.. An all points
bulletin.. has been issued for the
tri-state area..
Hearing this, Peter is ready to burst. He tosses the photos
into the air, and collapses onto his bed- the photos land in
a pile covering him.
PETER
Terrific..
CUT TO:
INT. OCTAVIUS HOME, KITCHEN - EVENING
Aunt May is finishing up for the day, doing the last of the
cleaning and placing the dishes away. She unites her apron
and hangs it carefully on a hook.
CUT TO:
INT. DR. OCTAVIUS' LAB - CONTINUOUS
Otto behind the safety glass, tentacles snaking, is working
feverishly. He's drenched in sweat.
WITHIN THE WORKING AREA, THE TENTACLES CRUSH RADIOACTIVE
CYLINDERS INTO A FINE POWDER. GASES AND ENERGY FILL THE AREA
IN WAKE OF THE ACTION. A DAZZLING LIGHT SHOW DISPLAYS ITSELF
BEFORE OTTO.
WITHIN THE FLICKERING LIGHT, WE CAN SEE FLASHES OF WHAT OTTO
IS THINKING:
A VISION OF HIS MOTHER LOOKING DOWN AT HIM.
MRS. OCTAVIUS
Otto.. A little boy shouldn't be
wasting his time with science..
A VISION OF HIS SCIENCE TEACHER.
SCIENCE TEACHER
Otto.. Stop wasting the class'
time with your fantasies.. Just do
the work in front of you!
A VISION OF A CIRCLE OF CHILDHOOD BULLIES SURROUNDING HIM.
BULLY
..Look at the little octopus..
Squirming around.. I don't think
he can breathe! Let's put him out
of his misery!
A VISION OF NORMAN OSBORN AND HIS BOARD MEMBERS SURROUNDING
HIM.
VISION NORMAN
..Dollars and cents, Otto, weights
and measures.. Do it now! Do it
now!
CUT TO:
INT. OCTAVIUS HOME KITCHEN - CONTINUOUS
May is putting on her coat.
CUT TO:
INT. DR. OCTAVIUS' LAB - CONTINUOUS
Otto continues working at a break neck pace.
THE WORK AREA IS A CLOUD OF MIST WITH THE BRIGHT FLASHES
COMING MORE FREQUENTLY-
OTTO CONTINUES TO FLASH THE IMAGE OF NORMAN OSBORN, HIS IMAGE
MORE DISTORTED, HIS MANNER MORE AND MORE MANIC.
VISION NORMAN
DO IT NOW OTTO! NOW!!
THERE'S A GREAT BURST OF ENERGY- A DANGER ALARM BEGINS TO
BELLOW.
INT. OCTAVIUS HOME KITCHEN - CONTINUOUS
May opens the door leading to the lab.
AUNT MAY
..Good night Dr. Octavius..
INT. DR. OCTAVIUS' LAB - CONTINUOUS
OTTO RECOILS AS THERE'S A VIOLENT EXPLOSION.
INT. OCTAVIUS HOME KITCHEN - CONTINUOUS
THE BLAST RISES FROM THE LAB- MAY SCREAMS AT THE SIGHT.
CUT TO:
INT. HARRY & PETER'S APARTMENT,PETER'S ROOM - EVENING
Peter is in the same spot we'd left him, on his back, on his
bed, buried under a pile of photos, which have in fact,
served to incriminate him, if only in the public eye.
Peter exhales hard, and the photo covering his face flips
over. Out of one eye, he gets a fuzzy glimpse of the photo.
But something catches his attention. Peter sits up, the
photos which had been covering him scatter about. He grabs
hold of the photo that had been covering his face. He
studies it. It had been no good because it caught too dark
and area. There is hardly anything to see. Hardly.. But one
corner. There is one bright area, with something suspicious,
but difficult to make out. Peter's attention becomes fixed
when he overhears:
TV NEWS ANCHOR
We have some breaking news: There
was an explosion at the home of
Dr. Otto Octavius. It is believed
that Dr. Octavius and one other
person was in the house when the
explosion occurred...
Peter's eyes widen with terror. He drops the photo and runs
for the window, pulling his shirt off.
CUT TO:
INT. HOSPITAL WAITING ROOM - NIGHT
Peter runs up the corridor. In the Waiting Room, he finds
Gwen, Captain Stacy, Mary Jane, Harry, Norman, Robbie, Jonah
and ANNA WATSON.
PETER
(Near Hysterical)
How is she?
Anna hurries over and embraces Peter.
ANNA
The Doctor will be out in a few
minutes to let us know..
ROBBIE
..Peter.. We're all so sorry..
anything we can do..
PETER
..Pray..
Peter wanders into the Waiting Room, leaning against the
window. Gwen approaches him. She wraps her arms around him
and Peter's head sinks onto her shoulder.
GWEN
..I was just visiting her a few
nights ago.. She's as tough a lady
as they come, Pete.. She'll make
it.
Harry and MJ also walk toward Peter to offer their moral
support.
At that moment THE DOCTOR enters. Peter rushes over.
DOCTOR
Who's the next of kin for May
Parker?
PETER
That's me.. I'm her nephew..
DOCTOR
Mrs. Parker's condition is
stable.. The trauma from the blast
was minimal, thanks to the
structuring of the house..
ANNA
Thank God..
DOCTOR
But.. There's still a problem..
The radioactive materials Dr.
Octavius was working with..
Exposure to the material has
caused internal damage to your
Aunt's system on a cellular
level.. We're doing everything we
can.. But.. The reality is, that
at her age, recovery from that
type of damage is alot to hope
for..
Peter becomes flushed. Gwen takes his hand.
Norman walks over to the Doctor.
NORMAN
Doctor.. What about Dr. Octavius?
DOCTOR
His condition is also stable.. His
harness for controlling the
robotic arms is fused to his torso
because of the heat of the blast..
NORMAN
Has he also suffered the same
cellular damage as Mrs. Parker?
DOCTOR
Well, his condition is different.
He's been exposed to the
radioactive material for a number
of years. So his body has built up
a certain resistance to it. We're
waiting for his skin to heal
before we attempt to remove the
harness..
PETER
Can I see my Aunt?
DOCTOR
In a few hours.. She's sedated
right now..
The others rally around him.
CAPTAIN STACY
Don't lose heart Peter.. There's
always hope of things turning
around..
Peter is in deep thought. Then a bell seems to go off in his
head.
PETER
..Cellular damage.. Doctor! I
need a sample of my Aunt's blood!
DOCTOR
..Excuse me? Did you say you want
a sample of your Aunt's blood?
(Condescendingly)
Are you a doctor?
PETER
..No.. But-
DOCTOR
..Don't tell me. You play one on
TV.. I'm sorry Mr. Parker.. I'm
not making light of your pain..
But giving out samples of
patient's blood is against
hospital regulations.. Everything
that can be done for your Aunt is
being done.. Just be patient.
There is a chance that everything
will be fine..
Peter watches seething as the Doctor walks off.
PETER
-A chance?
Norman walks over to Peter.
NORMAN
What do you have in mind, Peter?
PETER
..It's just when he mentioned
cellular damage I started
thinking.. But I'd better not say
anything else Mr. Osborn.. I've
got to do something to help my
Aunt.. And I'm probably going to
do something really stupid- and
you'd better have plausible
deniability..
GWEN
..I know your first instinct is to
try and do everything yourself,
Pete..
But for once let someone help
you.. The doctors here know what
they're doing..
NORMAN
..This is a fine hospital Peter..
They took good care of me after
the fire.. When Spider-Man pulled
me out..
The mention of the fire as Norman looks at Peter sparks
something in him.
IMAGES FLASH IN HIS MIND:
NORMAN'S POV OF BEING IN THE FIERY WAREHOUSE WITH SPIDER-MAN.
BUT THIS LEADS TO RECOLLECTION OF OTHER IMAGES- THAT OF A POV
OF PUNCHING SPIDER-MAN.
A POV IMAGE OF FLYING OVER SPIDER-MAN AT A FACTORY FACILITY.
A POV IMAGE OF PULLING THE MASK FROM SPIDER-MAN'S FACE. BUT
THE FACE UNDERNEATH IS IN SHADOW, UNRECOGNIZABLE.
DISSOLVE BACK TO THE HOSPITAL WAITING ROOM: FRAMING PETER'S
FACE AS SPIDER-MAN'S SHADOWED UNMASKED FACE WAS IN THE
PREVIOUS SHOT.
The others can see that Norman appears dazed. Harry goes over
to him.
HARRY
Dad.. are you okay?
NORMAN
(smiles, recovering)
..Just one of those dizzy spells..
Thinking about the fire gives me
them from time to time.. I'm okay..
Peter becomes concerned over Norman's condition, worrying if
his memory could be returning. But then he dismisses it to
deal with the problem at hand.
PETER
..I.. Need some water.. Excuse me..
Peter starts down the hallway. Gwen follows him.
INT. HOSPITAL CORRIDOR - CONTINUING
PETER
-I just wanted a drink to cool
off, Gwen.. You could've waited..
GWEN
I wanted to talk to you- To make
sure you weren't going to do
anything to make the situation
worse..
PETER
How much worse can it be? Aunt
May's been through too much.. And
the doctor knows there isn't much
he can do for her.. This is
something I have to do..
Peter stops and takes Gwen's hand.
PETER
(continuing)
Gwen- it means so much to me to
see you here.. And the others
too.. But this is something I have
to handle alone..
GWEN
-What can you do? Peter- despite
what you want to believe.. You're
not Spider-Man.. You're not super
human.. And you don't have to be!
When are you going to realize that
you're not alone?
PETER
Look honey.. I know there's alot
you and I need to work on.. And
I'm want nothing more than to fix
things with us.. But you have to
trust me.. About us. And about
this..
Peter glances around the corridor. He sees the lab where
blood samples are stored. An ATTENDANT, a man in his late
20's, enters the lab.
JUMP CUT:
INT. HOSPITAL WAITING ROOM - CONTINUOUS
Peter walks over to Mary Jane.
PETER
MJ- I need to talk to you for a
minute.. Could you come with me?
The others, ESPECIALLY Gwen and Harry look at Peter with
confusion.
JUMP CUT:
INT. HOSPITAL CORRIDOR - CONTINUOUS
Peter hurries Mary Jane down the hallway.
PETER
..I need a favor, MJ..
MARY JANE
..Like what?
PETER
..I need a distraction..
MARY JANE
..A distraction? Why didn't you
ask Gwen?
PETER
..Uh.. We're on thin ice right
now.. And anything crazy will just
make things worse..
MARY JANE
You two are on the outs? Join the
club, tiger..
PETER
..You and Harry too? What happened?
MARY JANE
..Let's just say Harry's involved
with someone else.. And MJ doesn't
ride in the back seat..
Peter is about to inquire further when he realizes they're
just outside the lab.
PETER
-Okay we're here.. Now, just keep
the attendant in the lab busy for
a few minutes..
MARY JANE
How?
PETER
..Are you kidding?- Just be
yourself..
MARY JANE
Oh yeah.. What was I thinking..
Mary Jane struts over to the door and knocks. The Attendant
answers and is immediately knocked for a loop at the sight of
MJ.
ATTENDANT
H-Hi.. How can I help you?
MARY JANE
(Seductively)
Hi.. I was just visiting a sick
friend.. and I realized just how
fascinated I am with the
profession of Hospital
attendancy.. Could you take a few
minutes to tell me everything
about it?
The Attendant looks heavenward as though this is all he'd
been dreaming of. A beautiful woman that's interesting in
his very boring job.
ATTENDANT
Of course.. I've waited for this
all my life..
Mary Jane glances over at Peter and flashes a look that says
"You owe me big".
Peter makes a slight smile and nods, and then disappears
around the corner.
CUT TO:
INT. HOSPITAL LAB - NIGHT
In the back of the lab, the window is pushed open and Spider-
Man climbs in.
He can hear THE GARBLED SOUND OF THE ATTENDANT SPEAKING AND
MARY JANE GIGGLING.
Spider-Man moves silently through the lab until he reaches a
refrigerator containing the blood vials. He opens it and
after searching for a moment, removes Aunt May's sample. He
quickly SPINS A SMALL SACK WITH HIS WEBBING, and then fills
it with ice from the fridge, and places the blood vial within.
Spider-Man quickly and quietly then climbs back out the
window.
CUT TO:
INT. HOSPITAL, AUNT MAY'S ROOM - NIGHT
May, bandaged and bruised, sleeps under heavy sedation. A
look of intense pain is on her on face.
DOLLY PAST MAY'S BED- AND THROUGH THE WALL INTO THE NEXT
ROOM. END DOLLY AT THE VIEW OF DR. OCTAVIUS IN HIS BED.
MOSTLY SILHOUETTED, HIS TENTACLES STILL ATTACHED TO HIM
AND HANGING OFF OF THE BED. HE IS A FRIGHTENING SIGHT.
CRANE INTO A CLOSE-UP OF OTTO'S FACE. HE SLEEPS, SEDATED,
BUT HIS FACE WINCES WITH PAIN AS IMAGES RUN THROUGH HIS
MIND.
DISSOLVE TO:
INT. OCTAVIUS HOME - DAY
FLASHBACK: It is 47 years ago. OTTO IS CHILD OF AGE 5. Otto
is at the living room coffee table. Out of clay, he
constructs a crude statue of Da Vinci's Vitruvian Man, with
an additional set of arms and legs representing motion.
OTTO'S MOTHER, LAVINIA enters the room, and goes about
cleaning it up. When she notices what Otto is doing, she
pauses, annoyed.
LAVINIA
..Otto- What are you making?
OTTO AGE 5
A statue.. Of the Vi-tu-bian man..
LAVINIA
A man with eight limbs? How
ridiculous!
Lavinia walks over to Otto. She takes hold of the statue- AND
BREAKS OFF THE ADDITIONAL LIMBS.
LAVINIA
(continuing)
Stop dreaming and see things for
what they are, Otto..
Otto's eyes water, but he holds in his cries, making no
protest.
DISSOLVE TO:
INT. MUSEUM OF NATURAL HISTORY - AFTERNOON
OTTO IS AGED 10. He's on a class trip. The class is in the
UNDERSEA LIFE EXHIBIT.
A BUNCH OF BULLIES (WE'VE SEEN THEM BEFORE IN OTTO'S PREVIOUS
MEMORY) are tormenting Otto, running around him in a swarm,
and bumping into him, knocking him around.
BULLY
We're a school of sharks! You'd
better run if you don't want to be
eaten!
Otto takes their advice.
He runs into another room and hides. After a moment, when he
sees no one, he rises from the floor. Turning- he jumps as he
sees behind a display glass A GIANT SHARK. The shark is only
a model however, and Otto regains his calm.
OTTO LOOKS INTO THE GLASS AND SEES THAT THE DISPLAY IS AN
UNDERWATER SCENE- WITH A SHARK, ENWRAPPED IN THE POWERFUL
TENTACLES OF A GIANT OCTOPUS.
The scene is dark and frightening as the designers have
simulated the look of the octopus releasing a cloud of black
ink. But Otto is fascinated by the imagery. He stares at it
for a long time.
DISSOLVE TO:
INT. NUCLEAR RESEARCH FACILITY - DAY
OTTO IS IN HIS 20's is working in the lab with A TEAM OF
SCIENTISTS. Among them is MARY ALICE ANDERS. She and Otto
exchange shy glances at each other.
CUT TO:
EXT. BEACH - EVENING
Otto and Mary Alice, two very scholarly and pedantic types,
dressed in office wear, make a strange couple as they walk
along the shore of the beach. And yet, they are very content
together.
DISSOLVE TO:
EXT. GRAVEYARD - MORNING
Otto, his mother, Mary Alice and a crowd of others gather to
mourn as Otto's father, Torbert is buried.
Mary Alice reaches to take Otto's hand, but Otto's mother
pulls Otto away before Mary Alice can reach him.
CUT TO:
INT. OCTAVIUS HOME - EVENING
Lavinia, Otto and Mary Alice sit and the dining table, eating
solemnly.
LAVINIA
..now that your father is gone
Otto, you must come home.. I'll
need you close to me..
MARY ALICE
..But Otto and I are planning to
be married.. we have our work- And
we're planning to start a family..
LAVINIA
I've devoted my life to Otto.. I
made him into the man he is now..
Of course, after all my work,
you're ready to take him away..
What does that leave me with?
Otto? Is this what you want?
Otto doesn't speak.
MARY ALICE
Otto? What do you want?
Otto looks at her. He's confused. Overwhelmed by both of
these women, he can't speak.
Mary Alice is wounded at his not being able to stand up for
them. She rises from the table and walks away crying.
Otto, distraught, starts to stand to go after her.
LAVINIA
(Stern)
Otto.. Your soup will get cold.
Otto is shattered. His legs are weak. He sinks back into his
chair.
DISSOLVE TO:
EXT. BEACH - NIGHT
Otto walks along the shore alone. He's in terrible pain.
Gradually, his path veers from the beach and into the water.
Aimlessly, his face a blank slate, he continues to walk
further and further out. The water rises above his knees,
above his legs, up to his chest- And then he's gone.
UNDERWATER. OTTO IS SINKING. THERE IS NO EXPRESSION ON HIS
FACE. THE LAST AIR BUBBLES RISE FROM HIS MOUTH AS HE DRIFTS
INTO OBLIVION, ACCEPTING OF HIS DEATH. THEN- SUDDENLY HIS
EYES WIDEN AS SOMETHING CAPTURES HIS ATTENTION.
WIDE ANGLE: OTTO IS FLOATING AND FACE TO FACE WITH A GIANT
OCTOPUS, JUST LIKE THE ONE FROM THE SCENIC AT THE MUSEUM OF
NATURAL HISTORY. THEY BOTH FLOAT, FACING EACH OTHER, MAKING
NO FORWARD MOVEMENT. THEN, FROM'S OTTO'S POV THE OCTOPUS
BEGINS TO FADE- ENGULFED BY A BRIGHT, BLINDING WHITE LIGHT.
CUT TO:
EXT. BEACH - NIGHT
Otto awakens- gasping- soaking wet and stretched out on the
beach. When he realizes that he isn't dead, HE STARTS TO
SCREAM.
SUPER IMPOSE & FADE TO:
INT. HOSPITAL, OTTO'S ROOM - NIGHT
Still unconscious- Otto begins screaming in his sleep.
PULLBACK: In reaction to Otto's emotional anguish- THE
ROBOTIC TENTACLES BEGIN TO MOVE.
Otto awakens, thrusting himself upward in bed- AND THE
TENTACLES FALL LIMP.
Confused, terrified, Otto looks around the room trying to
gather his surroundings.
CUT TO:
INT. EMPIRE STATE UNIVERSITY SCIENCE DEPARTMENT - NIGHT
DR. CURT CONNORS sits at the lab table looking through a
microscope, and then entering data on his laptop computer.
HE JUMPS AT THE SOUND OF THE DOOR SWINGING OPEN, HARD.
Peter storms in. He's breathing heavily.
PETER
-Dr. Connors! I need your help!
CONNORS
Peter! What's wrong!
PETER
Dr. Connors it's my Aunt.. The
explosion at Otto Octavius' house-
you heard about it?
CONNORS
Yes I did.. Peter your Aunt was
there?
Peter nods.
PETER
She's suffered serious damage from
the radiation she was subjected
to.. The damage is cellular..
CONNORS
..And you remembered my research..
PETER
..Yes..
CONNORS
But Peter.. It is still just
research.. It's never been tested
on a human being..
Peter slumps into a chair.
PETER
..I know Doctor.. But without it..
My Aunt's chances are slim to
none.. I've brought you a sample
of her blood.. You can test on it-
see if it can help her.. It's her
only hope..
Connors feels Peter's pain. He takes the blood sample from
Peter.
CONNORS
.. I'll see what I can do.
PETER
Thank you Dr. Connors..
They shake hands.
CUT TO:
INT. HOSPITAL, AUNT MAY'S ROOM - MORNING
Peter, flowers in hand enters. He pulls a seat up next to
May's bed. She sleeps very still. Peter takes her hand,
nearly in tears.
His touch opens her eyes.
AUNT MAY
(Weak)
..Hi..
PETER
Shh.. Don't try to speak.. Just
rest, Aunt May.. Nobody deserves
it more than you..
She smiles and closes her eyes. Tears fall from Peter's eyes.
His head sinks and lands on top of her hand.
CUT TO:
INT. HOSPITAL, OTTO'S ROOM - CONTINUOUS
Otto is awake, but unmoving, propped in a type of traction.
Norman Osborn stands to the side of his bed.
NORMAN
..We're all hoping for your quick
recovery, Otto.. Any medical
expense will be covered by Oscorp.
As well as repair to your home..
OTTO
(Skeptical, mocking)
How very kind of you, Norman.. And
how can I ever repay this..
Generosity?
NORMAN
You don't have to repay it.. Of
course- Oscorp would be retaining
all of your research taking over
the develop of the project.. It
will be safer if my team is over-
seeing it.. I always believed your
working in isolation in your home
lab was too risky..
OTTO
And so.. For an investment of a
few hundred thousand dollars.. You
retain control over my work which
is easily worth billions?
Norman makes a cognizant grin.
NORMAN
Ah.. We get down to brass tacks..
I had thought we should wait until
you were recovered to discuss
this.. But I suppose there's no
time like the present. Fine
Otto.. We can discuss a settlement
of a five million dollars to
compensate you for the work you've
done..
OTTO
(Angered, insulted)
And so, the horns, cloven hooves
and piked tail are made visible..
Imbecile! Reprobate! How dare you
slither into my presence with such
a vile covenant! It was never
about money! The work is my
passion! My life! You'd dare to
attempt to take it from me?
NORMAN
Of course not, Otto.. I'd never-
OTTO
I see now.. You pushed me-
prodded me like a dumb animal to
the slaughter.. All along you
intended for me to be killed so
that you could steal my work!
Norman's eyes widen with fear. But not because of Otto's
words.
As Otto rages, he doesn't notice- THAT HIS TENTACLES RISE AS
THINGS ALIVE AND COIL AROUND HIM, LIKE SNAKES ABOUT TO STRIKE
AT NORMAN.
OTTO
(continuing)
..Know this Osborn- that on this
day you have unlocked the gates of
hell!!
THE TENTACLES DART FORWARD AT NORMAN TO ATTACK. Unbelievably,
Norman is fast enough to dodge the first- which PUNCHES A
HOLE IN THE WALL. Norman pauses for a second, wondering how
it was possible that he could've dodged the attack- AND HE IS
SUBSEQUENTLY SNAGGED AROUND THE THROAT BY ANOTHER TENTACLE.
TWO MORE TENTACLES GRAB NORMAN ABOUT THE ARMS AND LIFT HIM.
For a moment, Otto is startled by what's happening. But the
bewilderment is quickly replaced by satanic rapture.
OTTO'S TENTACLES SLAM NORMAN INTO THE WALL.
INT. HOSPITAL CORRIDOR - CONTINUOUS
THE WALL SHAKES FROM THE VIOLENT SLAMMING. HOSPITAL STAFF IN
THE CORRIDOR ARE ALARMED. SEVERAL ORDERLIES AND A SECURITY
GUARD RUN FOR OTTO'S ROOM.
INT. HOSPITAL, OTTO'S ROOM - CONTINUOUS
Otto is strangling Norman with child-like glee.
OTTO
See how it feels Osborn- Savor the
world closing in on you- the death
grip of stupidity- of callowness-
These tentacles are mindless as
you are- As your board members- As
the myriad of soulless idiots that
I've had the misfortune of being
shackled to for the whole of my
life!! And now with these
tentacles- the fruits of my genius-
I condemn you to death!
THE ORDERLIES AND SECURITY GUARDS BURST IN-
ORDERLY
My God- Dr. Octavius!
The they move forward, thinking to subdue Otto.
Otto drops Norman, coughing and gasping for air. Otto guides
the tentacles to sweep his assailants aside like swatting
flies. They slam hard into the walls and furniture.
On the floor, a security guard turns on his walkie-talkie.
SECURITY GUARD
All stations! We've got a code
red in room 513- call the police!
CUT TO:
INT. HOSPITAL, AUNT MAY'S ROOM - CONTINUOUS
THE WALLS SHAKE FROM THE FIGHT GOING ON DOWN THE HALL.
Peter is shaken- and looks around.
May wakes, frightened.
AUNT MAY
-What is it?
PETER
(Calming her)
-Don't worry- I'll find out!
Peter steps out of the room.
INT. HOSPITAL CORRIDOR - CONTINUING
PETER SEES EVERYONE RUNNING AROUND, AND MORE SECURITY GUARDS
RUNNING FOR OTTO'S ROOM-
AND THEN SEES A SECURITY GUARD COME FLYING FROM OTTO'S ROOM
AND CRASHING INTO THE WALL.
Peter grabs a NURSE passing by.
PETER
Please- look in on my Aunt- she's
frightened and she has to stay
calm!
The Nurse nods and enters May's room.
Peter runs into a nearby supply closet.
CUT TO:
INT. HOSPITAL, OTTO'S ROOM - CONTINUOUS
Otto is now out of bed- continuing to thrash all comers- he
charges forward- THE TENTACLES TEARING OPEN THE DOORWAY TO
MAKE ROOM AS HE, PROPPED UP BY THE TENTACLES IS CARRIED BY
THEM INTO THE HALLWAY.
OTTO
No longer will I be bound by
lesser creatures plodding through
their existences and heaping their
stupidity upon me! The world will
make way!
Otto, propelled by the tentacles moves down the corridor like
a giant spider.
Orderlies, Nurse and other staff run to get patients out of
harm's way.
A DOZEN POLICE MEN APPEAR AT THE END OF THE HALLWAY.
POLICE MAN
(Disbelieving what
he's seeing)
Holy.. Look- Just calm down- we
don't want anyone hurt!
OTTO
-Speak for yourself!
Otto again attacks- The deadly tentacles obeying his every
thought like actual limbs. The police officers are beaten and
thrown about- they try drawing their weapons but aren't fast
enough-
OTTO USES TWO TENTACLES TO LIFT TWO OFFICERS BY THE NECK-
OTTO
(continuing)
-And now, a sacrifice to my
newborn power!
He prepares to snap their necks- WHEN TWIN WEBLINES SNAG AT
OTTO'S SHOULDERS PULLING HIM OFF BALANCE- HE DROPS THE POLICE
OFFICERS.
Otto turns, regaining his balance to see Spider-Man clinging
to the wall. Spider-Man FIRES TWO MORE WEBLINES SNARING THE
TWO UPPER TENTACLES, STRUGGLING TO KEEP THEM FROM STRIKING.
OTTO
(continuing)
And what have we here? Yet another
lower life form.. At least you
actually crawl..
SPIDER-MAN
Dr. Octavius! You've got to calm
yourself! Let them help you!
OTTO
Octavius? That is the name by
which I have been debased
throughout my life! I AM DR.
OCTOPUS!
OTTO'S TENTACLES YANK SPIDER-MAN FROM THE WALL AND SLAM HIM
HARD INTO THE OPPOSITE WALL.
Otto- Now Dr. Octopus- Stomps forward, stopping above the
fallen Spider-Man.
DR. OCTOPUS
-Let the world dread my righteous
wrath..
Spider-Man clears his head.
SPIDER-MAN
..Gonna be one of those days..
Okie, dokie, Ocky-
Ock thrusts two tentacles to strike at Spidey- But Spidey
flips out of the way, landing back on the wall.
SPIDER-MAN
(continuing)
Let's get a few things straight-
Manic depression only gets you ONE
free swipe at Spidey-
Spider-Man fires a webline from each wrist snaring the two
tentacles propping Ock up-
SPIDER-MAN
(continuing)
-Then the gloves come off!
Spidey yanks at the tentacles toppling Ock.
Spidey swings in and nails Ock with a left hook.
SPIDER-MAN
(continuing)
-And this should send you beddy-
bye till they can replace those
tentacles with a strait-jacket!
Ock is flattened by Spidey's punch. His bell clearly rung-
But not quite out.
Spider-Man lands on the floor in a crouch.
SPIDER-MAN
(continuing)
Ooookay.. That would've shut the
lights out on any usual thug- So
I suppose the exposure to
radiation toughened you a bit- Not
mention has you talking to those
metal strands of spaghetti-
DR. OCTOPUS
Buffoon! I won't be taunted by the
likes of you-
Ock sends his tentacles swinging with deadly force at Spider-
Man- But Spidey is fast enough to keep just out of their
range-
He climbs from the wall to the ceiling, then drops just
between Ock's tentacles landing a kick to Ock's head.
Shaken, Ock thrusts the tentacles to each side, DIGGING FAST
INTO THE WALLS AND GRASPING HOLD OF SUPPORT BEAMS- HE PULLS
THEM CAUSING THE SECTION OF WALL AND CEILING TO COLLAPSE-
AT THAT MOMENT- SEVERAL HOSPITAL WORKERS ARE MOVING PATIENTS-
A NURSE AND PATIENT ARE IN THE PATH OF THE DEBRIS- SPIDER-MAN
LEAPS ACROSS THE CORRIDOR CARRYING THEM OUT OF THE WAY.
AS SPIDER-MAN LANDS WITH THE TWO, HIS SPIDER SENSE FIRES, BUT
HE CAN'T MOVE IN TIME- TWO OF OCK'S TENTACLES GRAB HOLD OF
HIM AND PULL HIM VIOLENTLY BACKWARD- THE TENTACLES SPIN HIM
HARD, AND DIRECTLY INTO THE THIRD TENTACLE- WHICH SMASHES
HARD INTO SPIDEY'S FACE.
Spidey is all but out from the vicious attack. Ock draws
Spider-Man to him.
DR. OCTOPUS
(continuing)
And thus does triumph the superior
mind.. You were never a threat to
me, Spider-Man-
Ock with his left hand, back slaps Spider-Man impertinently.
DR. OCTOPUS
(continuing)
Now out of my sight, insect..
Ock tosses Spider-Man away.
Still reeling, Spider-Man sits up trying to clear his head.
Dr. Octopus begins to make his escape, the tentacles carrying
him down the devastated corridor. BUT THE HEAVY THUMP OF THE
TENTACLES CAUSES VIBRATIONS FURTHER SHATTERING THE ALREADY
DAMAGED STRUCTURE AND SPREADING THE FRACTURING- SOON THE
ENTIRE CORRIDOR IS IN DANGER OF TOTAL COLLAPSE- THIS WHILE
THE HOSPITAL STAFF ARE STILL MOVING PATIENTS- INCLUDING AUNT
MAY-
Spidey sees May being wheeled from her room by several staff
members- WHEN A CHUNK OF THE CEILING BEGINS TO DROP!
Spidey gathers himself and makes a desperate leap- but he
threatens to fall short of reaching May-
The heavy plaster is mere inches from her when- A TENTACLES
BRUSHES THE CHUNK OF DEBRIS AWAY, SAVING MAY.
Spider-Man lands a few feet away, breathing a sigh of relief.
Dr. Octopus looms a few feet away from Aunt May.
DR. OCTOPUS
(continuing)
No harm will come to you, May
Parker..
May is still groggy, but she's aware of what Ock has done,
and smiles weakly, thanking him.
Ock smiles back and then continues to trudge away.
Spider-Man looks down at May with concern. But when May
turns toward him, her reaction isn't as welcoming- but one of
fear. Spider-Man looks away, wounded more by this than any
blow from Dr. Octopus.
May's nurse continues wheeling May away from the scene hoping
to calm her.
OCK SMASHES THROUGH A WINDOW.
CUT TO:
EXT. HOSPITAL - CONTINUOUS
DR. OCTOPUS DESCENDS, HIS TENTACLES CLIMBING DOWN THE SIDE OF
THE BUILDING.
CUT TO:
INT. HOSPITAL CORRIDOR - CONTINUOUS
Spider-Man runs to the window, catching a glimpse of Dr.
Octopus escaping. Then turns back hearing-
AUNT MAY (O.S.)
-Nurse please find my nephew Peter-
Make sure he's alright..
NURSE
..I will Mrs. Parker..
Spider-Man runs back up the hallway.
CUT TO:
INT. HARRY & PETER'S APARTMENT,PETER'S ROOM - EVENING
Tired, emotionally spent, Peter lumbers in. Wanting to lay
down, he begins to gather the photos he'd left scattered over
his bed.
Taking hold of the photo he'd been looking at earlier, he
recalls what had been sticking in his mind.
THE PHOTO WAS NOT GOOD ENOUGH TO SELL. TAKEN BY HIS
AUTOMATIC CAMERA, IT IS SHADOWY AND ONLY CAPTURED THE AREA OF
THE BUILDING PROWLER AND THE SECURITY GUARD HAD BEEN DANGLING
FROM, AFTER THEY HAD BEEN BROUGHT TO THE ROOFTOP BY SPIDER-
MAN.
What is curious about it however is that it captures the bag
of money, with a shadow overtop of it. The shadow, at one
spot has a shiny object. None of it clear enough to identify-
But it get's Peter thinking.
CUT TO:
INT. HOBIE BROWN'S APARTMENT - EVENING
Hobie and his girlfriend, MINDY are just finishing dinner.
THE DOORBELL RINGS. Mindy goes to answer.
Hobie continues clearing away the dishes.
MINDY (O.S.)
Hobie- There's someone at the door
to see you..
Hobie, curious as to who it could be walks toward the door,
and finds-
The Security Guard whose life he'd saved during the Bugle
robbery.
Hobie is nervous at the sight of him, but tries to remain
calm.
SECURITY GUARD
..You're Hobie Brown?
HOBIE
...That's me..
SECURITY GUARD
..My name is Dale Huggins.. I'm
uh.. Sure you remember me..
HOBIE
(Nonchalant)
..I'm sorry, Man.. I don't know
you..
HUGGINS
..I think you do.. From the other
night..
MINDY
..Hobie, what's going on?
HUGGINS
Ma'am.. Hobie here saved my life..
MINDY
(Smiling)
..Really? Hobie that's wonderful..
What happened?
HOBIE
(Growing concerned)
..We'll talk about it later.. How
did you find me?
HUGGINS
..I used to be on the police
force.. Not too hard to find
someone if you look in the right
places.. I just wanted to tell
you how grateful I am for what you
did for me.. You deserve a reward..
Hobie just wants to end the uncomfortable exchange.
HOBIE
No.. It was nothing.. Anybody
would've done it..
HUGGINS
It doesn't change that you're the
one who did.. And I have to do
this..
Huggins reaches into his jacket pocket- AND DRAWS A GUN.
MINDY
Oh my God!!
HOBIE
What the hell is this?
HUGGINS
Don't get me wrong.. I really do
appreciate your saving my life..
But I appreciate even more the
stolen money that you left there..
And since somebody has to take the
rap for that.. Better you than me..
MINDY
..You said Hobie saved your life!
HUGGINS
..He's also a thief.. It's karma..
Huggins lifts the gun to fire- WHEN A WEBLINE STREAMS ACROSS
THE ROOM- SNATCHING THE GUN FROM HUGGINS' HAND AND TRAPPING
IT AGAINST THE WALL.
HUGGINS
(continuing)
What?
SPIDER-MAN
Look- I know it's hard to find
just the right thank you gift..
But I think a bullet will
discourage your hosts from
inviting you back!
Hobie spins toward the window.
HOBIE
Spider-Man!
Spider-Man leaps into the apartment. He grabs hold of
Huggins who is stunned.
HUGGINS
How did you know?
SPIDER-MAN
A bad photo.. It didn't show much,
accept for the shiny cuff button
on your security guard uniform...
Not very nice of you to listen in
while Hobie and I were talking..
Even less nice to steal the money
while all your security buddies
were tied up in my webbing.. Right
about now the cops are searching
your place.. I think they'll find
the stolen cash.. So all that
remains is to take you in..
HOBIE
How did you know he was coming
here?
SPIDER-MAN
I didn't.. I went to his place to
bust him- And he was heading out-
I figured I'd better follow and
see what he was doing.. It'd
figure he'd be looking for
somebody to play patsy..
HOBIE
I owe you again, Wall Crawler..
SPIDER-MAN
I'll put it on your tab..
CUT TO:
INT. J JONAH JAMESON'S OFFICE - NIGHT
Jonah is crest-fallen. His cigar droops from his mouth.
JONAH
So.. It was one of my own security
guards?
Captain Stacy sits across from Jonah.
CAPTAIN STACY
They're booking him right now..
JONAH
But what about the guard who saw
Spider-Man in the accounting
office?
ROBBIE
He admits it was dark and couldn't
say for sure it was Spider-Man..
JONAH
..But there had to be someone else
involved..
CAPTAIN STACY
Huggins tried to implicate someone
else.. But there's nothing to
corroborate his story..
The fact remains that the money
was found in Huggins' apartment,
with his fingerprints on the
bills, along with the few missing
dollars traced to a purchase
Huggins made.. you've got to admit
this one, Jonah. You were wrong.
SPIDER-MAN (O.S.)
..That and he has awful taste in
suspenders.. I'll accept an
apology for one, but really JJ-
see a stylist..
Jonah turns to see Spider-Man climb in through the window.
JONAH
(Hisses)
..You..
Spider-Man sits atop Jonah's desk triumphantly.
SPIDER-MAN
Now then.. I'll expect a full
retraction..
JONAH
YOU...
(Long Pause; Jonah
seems to pass his
liver)
...Alright..
Spider-Man, Robbie and Captain Stacy are all dumb-founded.
ROBBIE
-What? Is that the Chameleon under
a Jonah mask?
Spider-Man starts to reach for Jonah's head to check for a
mask. Jonah slaps his hand away.
JONAH
(Bellows with
annoyance)
It's me! It's me! J Jonah Jameson
is nothing if not an honorable
man.. I love this paper.. Even
more than I hate you.. I won't see
its integrity damaged..
SPIDER-MAN
Well... In that case, I understand
there's been a reward offered for
the capture of the one
responsible..
Jonah's stomach can be heard audibly to grumble. His face
cracks and he mumbles something under his breath. He crshes
his cigar in the ashtray. At the same time, he takes out his
check book, writes out a check for a thousand dollars and
hands it to Spider-Man.
SPIDER-MAN
(continuing)
Can I assume your credit is in
tact? Do you have a piece of
proper identification?
ROBBIE
Spider-Man.. Don't rub it in..
SPIDER-MAN
..Okay. A pleasure doing business
with you Jonah.. My best to you
gentlemen..
With that, Spider-Man climbs back out the window and swings
away. But the men inside can hear a very audible CRY OF
VICTORY COME FROM SPIDER-MAN.
Jonah winces.
CAPTAIN STACY
Well.. Maybe we should give you a
minute or two, Jonah..
Captain Stacy and Robbie head cautiously toward the door.
Jonah sits frozen, and snarl fixed on his face.
CUT TO:
INT. DAILY BUGLE PRESSES - LATE
THE PRESSES ROLL, PRINTING PAPERS.
THE HEADLINE READS: SPIDER-MAN CLEARED OF BUGLE ROBBERY.
CUT TO:
EXT. STREET - MORNING
The morning rush, dozens of New Yorkers pass by A NEWS VENDOR
Buying copies of the Daily Bugle. As they read the story of
Spider-Man's exoneration they laugh and jeer.
CUT TO:
EXT. J JONAH JAMESON'S OFFICE - MORNING
Jonah stands in his window, looking grimly out over the city.
He contemplates the retraction. Something within him seems
to be broken.
INT. J JONAH JAMESON'S OFFICE - CONTINUING
Jonah staggers to his desk and plops into his chair.
Betty Brant enters.
BETTY
Mr. Jameson? You needed something?
JONAH
Take a seat Ms. Brant.. I want to
dictate my next editorial..
Betty takes note of Jonah's subjugated demeanor, and uneasily
takes a seat.
JONAH
(continuing)
...It is with great humility that
I, J. Jonah Jameson concede
defeat.. All of my life I have
only wanted to be a reporter.. To
root out the truth. For thirty
five years I've done that. I've
spent my life in back alleys, in
trenches, in boardrooms and grand
balls, all in pursuit of the
truth. And now in keeping with
that lifelong mission, I must
concede that I have been wrong
about Spider-Man...
(Pause)
...I have been wrong. About
Spider-Man..
Jonah is at a loss for words. He can't continue.
JONAH
(continuing)
Uh.. Read that back to me, Ms.
Brant..
BETTY
(Reading)
"It is with great humility that I,
J Jonah Jameson-
JONAH
(Cutting her off,
distant)
I've seen it all.. Everything this
city has to offer.. Brutality-
Murder.. Corruption.. Even acts of
true kindness-
BETTY
(Uncertain)
..Uh- should I be writing this
down?
JONAH
(Continuing, not
really aware of her
presence)
..There's always been some sort of
angle.. There's a reason for the
others to do what they do.. The
Fantastic Four.. The Avengers..
There's glory- fame for them..
This guy.. Nobody likes him.. He
wears that mask so nobody knows
him.. He'd be fighting his guts
out- risking his life- For what?
FOR WHAT?
He looks up at Betty for an answer, but doesn't really look
at her. Betty however is confused and scrambles to try and
remember all that Jonah had said and tries to write it all
down.
JONAH
(continuing)
Are you telling me he does it JUST
BECAUSE ITS THE RIGHT THING? No
way. No way in hell.
BETTY
..Uh.. I didn't say..
Jonah snarls, resolutely. He draws another cigar from the box
and lights it.
JONAH
(With his customary
steam)
No one could do that.. There's an
angle to what he's doing.. And I'm
going to uncover it. I owe that
to this city..
(He once again
becomes aware of
Betty's presence)
That's all for now Ms. Brant..
Jonah walks back to the window puffing hard on his cigar, the
wheels in his head grinding in a most unsettling manner.
CUT TO:
EXT. BEACH - DAY
Otto Octavius sits at the shore that he and Mary Alice had
walked looking off into the sea aimlessly. His robotic
tentacles are fully retracted and under the cover of a large
coat.
OTTO
..I'm free.. With unimaginable
power.. Yes.. But free to do what?
I'm also a fugitive.. What kind of
life can I have now? What can I
do?
(He pauses. Images
come into his mind)
No.. The question is.. What can't
I do? Osborn and the others
wanted to see my work in practical
application.. Well then. That's
exactly what they'll see.. And in
a way they never bargained for.
They'll see full well that power
of Dr. Octopus..
CUT TO:
EXT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - AFTERNOON
Otto stalks the building, looking it over, agreeing that it
suits his purposes. THE TENTACLES EXTEND FROM BENEATH HIS
COAT, BREAKING THE PADLOCK AND CHAINS SECURING THE DOOR.
He enters.
CUT TO:
INT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - CONTINUING
Otto enters and looks around. It's an abandoned warehouse.
There's debris, damaged walls, furniture that hasn't been
touched in decades littering the place. Silently, OTTO
GUIDES HIS TENTACLES TO BEGIN MOVING THE USELESS FLOTSAM
AROUND.
CUT TO:
INT. HARRY & PETER'S APARTMENT - EVENING
Peter is on the phone.
PETER
..Okay.. Well, thank you Doctor..
You'll call me if there's any
change at all won't you? Yes. And
I'll try to limit it to one call
per hour.. Sorry to pull you off
of the- ..Sorry.
Peter hangs up the phone. He dials another number and is
greeted by GWEN'S ANSWERING MACHINE. A look of great
disappointment on his face. He hangs up.
Peter leans against the kitchen counter wondering what his
next move will be.
THE PHONE RINGS.
PETER
(continuing)
Hello? Dr. Connors! You have
something? I'll be right there!
Peter hangs up and dashes out the door.
CUT TO:
INT. COFFEE BEAN - EVENING
The college hang-out coffee spot is jumping. Gwen carries
two coffees over to a booth, where Harry is seated. Harry
looks tired. Gwen places the coffees on the table and sits
down across from Harry.
GWEN
-There you go..
HARRY
Thanks, Gwen..
Gwen takes in Harry's condition with concern.
GWEN
..You've been looking so tired
lately Harry. Is everything okay?
HARRY
Hey.. you know.. partying with MJ
is enough to wear anybody out.. I
needed a low-key night.
Gwen sips the coffee.
GWEN
So how come MJ didn't show up
tonight?
HARRY
..Uh.. I dunno.. I think she had
a dance class or something.. But
enough about me and her.. Why'd
you want to talk tonight, Gwen?
Gwen sips again, pensive.
GWEN
It's about Pete..
HARRY
..What about him?
GWEN
That's just it- I don't know..
Peter won't be straight with me
about what's going on with him.
So I've been going to everyone
else- Hoping to fill in the
blanks..
HARRY
You know Pete's a great guy,
Gwen.. He's just worried about
showing anyone that he needs
them.. Maybe he's afraid if he
does he'll lose them, like with
his Uncle Ben.. It's tough losing
a father.. Even if he's still
around...
Gwen grasps that Harry needs an ear to listen.
GWEN
..Things are still tough with your
Dad?
Harry takes a sip from his coffee. He doesn't say anything,
but his expression says it all.
GWEN
(continuing)
..Let's hear it man..
Harry makes a weak smile at Gwen.
CUT TO:
INT. EMPIRE STATE UNIVERSITY SCIENCE DEPARTMENT - NIGHT
Peter enters the lab.
PETER
Dr. Connors- Hi! You have some
news?
CONNORS
Some good news Peter! I've tested
your Aunt May's blood, and we have
a fighting chance! If we can
isolate the radioactive material
in her system, then my treatment
for cellular reproduction should
be able to bring about a full
recovery.
Peter excitedly shakes Connors hand.
PETER
Thank you Doctor.. That's
fantastic news!
CONNORS
..Now there's just one thing..
Peter's excitement is lessened at the sound of those five
words.
CONNORS
(continuing)
Don't get scared- But we need a
fresh sample of the radioactive
material your Aunt was exposed to,
so that I can develop the proper
anti-toxin..
PETER
(Newly worried)
The material was destroyed when
Dr. Octavius' house was blown up..
So we're back at square one.
CONNORS
Maybe not. Shipments of bio-
hazard supplies happens
periodically- It's classified top
secret. We certainly don't want
any terrorists getting hold of
radioactive materials. But maybe
I can use some of my contacts to
find out when the next shipment
will be happening. If we can get
a small sample, then we're back in
business.. I'll make some calls..
Peter starts thinking.
PETER
(Distant)
Yeah.. I'll make some calls of my
own..
CUT TO:
INT. STACY HOME - NIGHT
Captain Stacy sits in his den, watching a VIDEOTAPE OF A
JAILHOUSE INTERVIEW CONDUCTED WITH WILLIAM BAKER, THE SANDMAN.
VIDEO SANDMAN
-Spider-Man? He's a second-rate
punk.. Not anywhere near me
league.. You're talkin' to a guy
who went toe-to-toe with the Thing
and the friggin' Hulk!
VIDEO STACY
And yet.. And yet you're in prison
because Spider-Man caught you..
VIDEO SANDMAN
Luck. He was lucky. He caught me
gloatin'. Next time I'll flatten
him..
SPIDER-MAN (O.S.)
-His breath alone can paralyze..
Captain Stacy turns to see Spider-Man climbing in through his
window.
CAPTAIN STACY
You know.. There is a thing called
a door.. They often come with
bells attached.
That's how civilized people gain
entry into someone's home. I'm
starting to think you do live in
a cave..
Spider-Man flops into a chair across from Stacy's desk.
SPIDER-MAN
Granted, I have zero social
skills, but I have style. And in
the superhero biz, style is
everything. Heck, everyday some
new guy shows up in tights.. There
aren't that many supervillains to
go around. So you have to maintain
your signature moves or you're
nothing..
CAPTAIN STACY
Is that how you see yourself? A
bunch of cheap gimmicks?
SPIDER-MAN
Oh come now, Captain.. You're not
really going to attempt the psycho-
analysis thing on me are you? Like
they say, examine my head and
you'll find nothing..
CAPTAIN STACY
Well, I assume you're here for
some help.. So in exchange I get
to play armchair psychiatrist.
SPIDER-MAN
Should I just remove the mask to
get this over with?
CAPTAIN STACY
(laughs)
Would that make you more
comfortable?
Spider-man starts to drift, thinking.
SPIDER-MAN
It does get a little stuffy..
Suffocating even.
CAPTAIN STACY
The mask, or what comes along with
it?
SPIDER-MAN
..It's tough not being able to
talk to anyone..
CAPTAIN STACY
I thought you and the Human Torch
were friends..
SPIDER-MAN
Storm is a good guy.. But he
doesn't live under a mask.. He
doesn't know what it means to have
to hide who you are.. What you
are..
CAPTAIN STACY
Do you ever start to wonder? Who
you are? Do you ever feel lost?
Spider-Man stares at a photo of Gwen on Captain Stacy's desk.
SPIDER-MAN
..It's funny Captain.. I feel most
lost because I know who I am..
CAPTAIN STACY
-What does that mean?
Spider-Man starts to answer. But then he remembers the
urgency of his visit.
SPIDER-MAN
-Another time, Captain.. Right
now I need your help in other ways
than an ear to bend or a shoulder
to cry on..
CAPTAIN STACY
Which is?
SPIDER-MAN
The radioactive material Otto
Octavius was working with. I need
to know when more will be shipped
here.
CAPTAIN STACY
Why?
SPIDER-MAN
A sample of it might help Peter
Parker's Aunt... I owe the kid..
He dug up the photo that helped
clear me for the Bugle robbery..
CAPTAIN STACY
Okay. I'll make some calls..
Spider-Man nods, as he continues to stare at Gwen's picture.
He glances around the den and sees that there are photos of
her everywhere.
DISSOLVE TO:
Captain Stacy places down the phone.
CAPTAIN STACY
..Okay. We're in luck. There
will be two shipments coming in in
the next few days. The first one
is by ship tomorrow..
Captain Stacy writes the pier number and time of arrival on
a sheet of paper.
CAPTAIN STACY
(continuing)
I'm trusting you that no one will
be hurt..
SPIDER-MAN
-You know I don't do that.. Thanks
Cap.. We'll have to talk again
sometime.
CAPTAIN STACY
Yes, we will.
Spider-Man bolts from the chair and dives out of Captain
Stacy's window.
Captain Stacy puffs his pipe and writes down some notes on a
pad.
After a moment THE DOORBELL RINGS.
INT. STACY HOME FOYER - CONTINUOUS
Captain Stacy opens the front door to find Peter standing
there.
CAPTAIN STACY
(Smiles warmly)
Peter! It's been awhile since
you've come by!
He welcomes Peter in.
CAPTAIN STACY
(continuing)
Any more news about your Aunt?
PETER
Nothing new yet.. But we're all
hoping.. Is Gwen here, Captain?
CAPTAIN STACY
Uh, no.. She went out.. But she
should be back soon if you want to
wait.. Can I get you some coffee?
PETER
I'd like that.. Thank you..
DISSOLVE TO:
Peter and Captain Stacy are at the dining room table drinking
coffee.
CAPTAIN STACY
I understand you and gwen are
going through a bit of a rough
patch, son..
PETER
..It's all my fault Captain..
Gwen's such a wonderful girl.. I
just get so caught up in all the
things going on around me..
School, working for the Bugle..
CAPTAIN STACY
..Keeps your head spinning..
PETER
Yeah.. Sometimes it's hard for me
to keep it all in perspective. But
I want Gwen to know how much I
love her.. And that I intend to
work through all of this..
CAPTAIN STACY
Gwen says she thinks there's
something going on with you that
keeps the two of you apart.. Do
you agree?
PETER
..I think.. Maybe..
CAPTAIN STACY
..Something you have trouble
expressing?
PETER
..Something I don't understand..
CAPTAIN STACY
Well, oftentimes when you reach an
impasse it helps to consider all
the possible scenarios.. And
what's most frightening for you
about each of them. What frightens
you about sharing this with Gwen?
PETER
..What she'll think of me..
CAPTAIN STACY
Is it something you feel ashamed
of son?
PETER
Ashamed? No..
CAPTAIN STACY
Then what's the problem?
Peter sinks into himself. For the first time he really
questions why he keeps Spider-Man a secret from Gwen.
PETER
...I guess I-
Peter stops at THE SOUND OF A CAR PULLING UP.
He and Captain Stacy look out of the window to see Harry's
car parking, and Gwen exiting from it.
Peter feels a jolt of jealousy run through him. He remembers
Mary Jane telling him of Harry's other relationship.
Gwen enters the house.
GWEN
(Not looking around)
Dad! I'm home!
She looks up and sees-
GWEN
(continuing)
Peter!
Peter, stunned to have seen Gwen with his best friend slams
shut the emotional door he had been opening.
PETER
..H-hey Gwen! Nice to see you..
I just stopped by for a cup of
coffee with your Dad.. Sorry I
missed you..
GWEN
(Puzzled)
-What are you talking about?
PETER
It's just that I've got to get
going..
Peter rushes past her for the door, having little luck
shielding the hurt he's feeling.
Gwen realizes why Peter must be upset. She turns toward the
door as Peter is opening it.
GWEN
Peter- it wasn't what it looked
like!
But Peter is out the door.
Gwen turns back sadly toward her father.
CUT TO:
EXT. PIER 22 - AFTERNOON
A HUGE CARGO SHIP has recently docked. THE SPECIAL CREW,
SUITED IN RADIATION PROTECTIVE GEAR is busy at work removing
the shipment, THE RADIOACTIVE ISOTOPES.
A CARGO CRANE LOWERS THE ISOTOPES TO THE DOCK, TO BE PLACED
BY THE CREW INTO A SPECIAL CONTAINMENT UNIT AND LOADED INTO
AN ARMORED TRUCK.
EXT. BUILDING, PIER 22 - CONTINUOUS
Spider-Man crouches atop the building, watching the shipment
arrive.
SPIDER-MAN
Okay.. So I let the shipment
arrive at its destination, nice
and easy, then snag a sample..
I'm sure they won't miss it.
EXT. PIER 22 - CONTINUOUS
The crew is loading the the isotopes onto the truck. A
SECURITY TEAM is overseeing the process. The crew hands them
receipt documents to sign, to okay the next phase of moving
the materials.
At that moment, A MAN in a large trench coat emerges from the
crowd of dock workers. He walks towards the security team
members and cargo crew.
MAN
..It's very nice of you gentlemen
to package these materials so
neatly for me. I'll take it from
here.
SECURITY TEAM LEADER
Who the hell are you? You can't
be in this area-
REVERSE ANGLE: The Man is Dr. Octopus. He flings open his
coat revealing both his TENTACLES and his SPECIAL RADIATION
SUIT AND GOGGLES.
DR. OCTOPUS
On the contrary- you're the one
who's intruding.. I suggest for
your own safety you move to the
rear..
The men start to assume defense positions, going for their
guns, but Ock's tentacles are on top of them. He's become
far faster in controlling them and they react to his every
thought without a moments hesitation. The Security team and
cargo crew are tossed about.
A security team member GETS OFF A SHOT- BUT A TENTACLE DARTS
IN FRONT OF OCK'S HEAD DEFLECTING THE BULLET. A SECOND
TENTACLE KNOCK THE SECURITY MAN OUT.
EXT. BUILDING, PIER 22 - CONTINUOUS
Spider-Man runs forward, seeing the melee in progress.
SPIDER-MAN
Well.. So much for nice and easy..
He leaps from the building, FIRING A WEBLINE.
EXT. PIER 22 - CONTINUOUS
Spider-Man swings in landing a kick to Ock's back, toppling
him.
OCK ROLLS FORWARD, THEN THE TENTACLES TAKE OVER FLIPPING HIM
END OVER END AND THEN UPRIGHT.
Spider-Man lands on the side of the armored truck.
DR. OCTOPUS
You again?
SPIDER-MAN
Look Ock- I've checked with the
mad scientist union, and you're
due for a day off- With pay- so
scram- I'm working this territory!
DR. OCTOPUS
I suppose your last defeat by my
hands didn't teach you..
SPIDER-MAN
Nope, I'm just like athlete's
foot, just when you think you've
gotten rid of me..
DR. OCTOPUS
No matter, this time you die..
Spider-Man and Dr. Octopus launch into a battle that becomes
a spectacular flurry of tentacles, webbing, fist and feet.
WHOLE SECTIONS OF THE PIER ARE SEVERELY DAMAGED. POLICE SWAT
TEAMS ARE CALLED IN AND HELICOPTERS HOVER OVER THE SCENE AS
DOCK WORKERS AND INNOCENT BYSTANDERS RUN FOR SAFETY.
TV news crews also converge.
Doc Ock climbs onto the side of the cargo ship, Spider-Man
swings in.
DR. OCTOPUS
(continuing)
Those isotopes are rightfully
mine, wall-crawler!
Ock's tentacles RIP A SECTION FROM THE SIDE OF THE CARGO SHIP.
SPIDER-MAN
..Yeah? present the bill of sales
and this can be over with in
minutes!
DR. OCTOPUS
The Shipment was coming in for my
work to continue!
SPIDER-MAN
Last I heard your little project
was put on hold!
DR. OCTOPUS
I'll put you on permanent hold!
Ock hurtles the huge section of steel fragment at Spider-Man,
who must work to dodge it.
THE GIANT STEEL PROJECTILE CONTINUES FLYING DOWNWARD TOWARD
THE PIER- AND HITS THE ARMORED TRUCK, WHICH SEND THE TRUCK
TOPPLING ON ITS SIDE TOWARD THE EDGE OF THE PIER.
SPIDER-MAN/DR.OCTOPUS
The isotopes!!
Spider-Man swings toward the teetering truck As Ock climbs
down toward it.
Spider-Man fires twin weblines attaching to each end of the
truck. Straining, he tries to pull it back upright- but just
as he nearly completes his task, Ock's tentacle slams into
him sending him flying- and the truck back onto its side, and
tumbling over the side of the pier.
OCK THRUSTS HIS TENTACLES FORWARD TO GRASP THE TRUCK- THE
CLAWS DIG INTO THE METAL- BUT ONE OF OCK'S TENTACLES GRASPS
THE TRUCK'S GAS TANK, PUNCTURING IT- AND THE METAL SCRAPING
AGAINST METAL CREATES THE SPARK WHICH IGNITES THE GASOLINE-
CREATING AN EXPLOSION.
Ock is stunned by the blast and releases the truck.
Spidey springs to his feet.
SPIDER-MAN
No!!
He again fires twin weblines, catching the falling truck.
Spider-man is pulled forward by the truck's momentum- He has
to plant himself deep and put every ounce of his strength to
stop the truck's descent.
DR. OCTOPUS
Fool! The isotopes are worthless
now!
SPIDER-MAN
(Gasping, straining)
The radioactive material.. It'll
contaminate the water!
DR. OCTOPUS
-Soft-hearted simpleton..
Dr. Octopus turns away to make his escape- And finds himself
facing the SWAT Team. THEY OPEN FIRE AT HIM. Ock's
tentacles mange to block the initial shots, but he knows it's
only a matter of time before he's hit.
On the tentacles, HE CLIMB DOWN THE SIDE, AND THEN UNDER THE
PIER. Climbing underneath Ock makes his escape.
The SWAT Team members run to the edge of the pier, but know
they can't reach him.
At the same time, Spider-Man finally manages to pull the
burning truck back onto the pier.
Emergency workers begin dousing it with fire-extinguishing
foam.
Spider-Man, on the side breathes heavily, contemplating that
with the destruction of the isotopes, his Aunt May's
treatment remains in Limbo. He turns away and swings off.
CUT TO:
INT. J JONAH JAMESON'S OFFICE - AFTERNOON
Jonah and Robbie are watching A VIDEOTAPE OF SPIDER-MAN AND
DR. OCTOPUS BATTLING AT THE PIER.
JONAH
Now this is what I'm talking about!
ROBBIE
Spider-Man trying to stop Dr.
Octavius? Or as he's calling
himself, Dr. Octopus?
JONAH
He nearly caused an environmental
disaster by dropping the
radioactive material in the water!
ROBBIE
He stopped it from falling in!
JONAH
..Sure that what he wants it to
look like.. But that's the angle
of the story.. Get on top of it
Robbie..
Shaking his head, Robbie walks out of Jameson's office.
Jonah puffs on his cigar.
JONAH
(continuing)
And we are back...
CUT TO:
EXT. NEWSSTAND, CONEY ISLAND - SUNRISE
A DAILY BUGLE TRUCK drops off a stack of bundles newspapers
beside the lone newsstand. At the hour, no one is about.
The NEWSVENDER walks over the the stack, a knife in hand to
cut open the bundle. But just before he starts to cut- A
TENTACLE REACHES FORWARD- THE CLAWS SNIP OPEN THE BUNDLE, AND
THEN GRABS A NEWSPAPER OFF OF THE TOP.
The Vender freezes, awestruck, only turning to follow the
direction the tentacle moves in.
Several feet away, Dr. Octopus takes the paper in his flesh
hand from the retracting tentacle. He reads the headline:
SPIDER-MAN NEARLY CAUSES ECO-NIGHTMARE!
Puffing on a cigar, Ock reads with great interest, the wheels
in his head turning.
CUT TO:
EXT. J JONAH JAMESON'S MANSION - NIGHT
Jonah's limousine rolls onto the vast Hamptons estate and
parks before the front door.
DRIVER
Have a good night, Mr. Jameson..
Jonah, tired grumbles something unintelligible.
JONAH'S BUTLER is waiting with the door open. Jonah enters
the house.
JONAH'S BUTLER
..Good evening, sir..
Another grumble from Jonah greets him.
INT. J JONAH JAMESON'S MANSION - CONTINUOUS
Jonah enters the luxurious living room and and sits in the
lounge chair. The Butler brings Jonah a glass of brandy and
a fresh cigar on a tray.
Jonah lights the cigar, sips the brandy and TURNS ON THE
TELEVISION TO THE NEWS.
THE REPORT SHOWS MORE FOOTAGE FROM SPIDER-MAN AND DR.
OCTOPUS' BATTLE ON THE PIER.
NEWSCASTER
And with this new attack, we can
add Dr. Otto Octavius, now calling
himself Dr. Octopus to the growing
annals of super-power criminals
plaguing the city... and judging
from the intensity of the battles-
it appears even Spider-Man might
have his hands full..
NEWSCASTER 2
..And thanks Josh for that report,
but not for the bad pun..
THE TV SCREEN GOES OUT. Jonah, startled turns- to see Dr.
Octopus holding the remote control in one tentacle.
DR. OCTOPUS
..You simply can't trust
Television journalism anymore.
JONAH
(Frightened)
-What do you want?
DR. OCTOPUS
At the moment a glass of brandy
and cigar is looking tempting. Do
you mind?
Jonah can't speak for choking.
Using only his tentacles, Dr. Octopus helps himself to Brandy
and a cigar. Once prepared his tentacles place the glass in
his hand and the cigar in his mouth as efficiently as any
butler. Ock savors the taste of twin vices.
DR. OCTOPUS
(continuing)
Ahh.. Excellent taste you have
Jameson.. Now we can speak like
civilized gentlemen..
Ock walks toward Jameson and takes a seat in the lounge chair
across from Jonah.
DR. OCTOPUS
(continuing)
Now then.. We have a common enemy
you and I..
JONAH
What are you talking about?
DR. OCTOPUS
Spider-Man of course.. I propose
a mutual agreement to eradicate
him from both of our lives..
JONAH
I might be against Spider-Man..
But that doesn't mean I'd work
with a sideshow psycho like you-
FASTER THAN JONAH CAN BLINK A TENTACLE IS AT HIS THROAT-
DR. OCTOPUS
..Do be careful of your next
utterance..
Jonah chokes on his words.
DR. OCTOPUS
(continuing)
..I'm no criminal. I'm a
scientist.. It was only my pursuit
of knowledge that led to my
current state. Surely one such as
yourself can understand just how
easily the public can
misunderstand one's good
intentions..
As Ock speaks, the claws of his tentacle rub gently against
Jameson's adam's apple.
DR. OCTOPUS
(continuing)
Isn't that right?
Carefully- Ever so carefully Jonah nods.
DR. OCTOPUS
(continuing)
So. What I require from you is a..
Financial investment.. And a bit
of information. In return, I'll
guarantee you the defeat of your
nemesis.. The one who has eluded
you for all this time..
Jonah's eyes roll down toward the tentacle and the back up at
Ock.
JONAH
..Do you mind?
Ock withdraws the tentacle.
Jonah thinks hard, drawing off of his cigar. Then he looks
over at the Daily Bugle newspaper featuring the headline
declaring Spider-Man innocent of the Bugle robbery.
JONAH
(continuing)
..No one else will be hurt?
Ock grins salaciously.
DR. OCTOPUS
Do I look like I'd hurt a fly?
CUT TO:
INT. HOSPITAL, AUNT MAY'S ROOM - EVENING
Peter enters the room. Gwen is there, sitting next to May's
bed. They both feel awkward.
GWEN
..Peter..
PETER
Hey Gwen.. Always nice to see
you..
Peter walks over and kisses May gently on the cheek. The
touch opens May's eyes briefly, and she smiles at Peter
attempting to say "hi"- but being too weak.
She drifts back to sleep.
GWEN
No need for sarcasm..
PETER
Really.. I'm glad you're here.
I'd rather you not be with my best
friend..
GWEN
Your best friend? Peter.. There's
only one guy standing between you
and me.. And it's YOU.
I only met up with Harry to have
a talk.. And, incidentally.. Your
best friend is in need of a friend
right now.. You might want to look
into that..
PETER
(Huffs with guilt)
Okay.. I'm a jerk. In every way..
I keep trying so hard and yet I
can't seem to do anything other
than let the people I love down..
GWEN
You're not a jerk Peter.. You're
the best man I've ever known next
to my Dad.. I'd do anything for
you.. But you have to be brave
enough to break down your walls..
Peter starts to speak. At that moment- Captain Stacy enters
the room.
GWEN
(continuing)
-Dad?
CAPTAIN STACY
Peter- I have some urgent
information for you to get to
Spider-Man if you can-
PETER
What is it?
CAPTAIN STACY
There's another shipment coming in-
This time by rail- There's a
station in upper Manhattan where
cargo is unloaded.. They're not
taking any precautions- But if Dr.
Octavius makes another attempt
they might not be able to handle
him.. If Spider-Man can get there
it'll be a big help.
May becomes restless hearing the names of Dr. Octavius and
Spider-Man mentioned.
AUNT MAY
..Dr. Octavius- They can't let
Spider-Man hurt him..
Peter looks at May sorrowfully at her wanting to protect Ock
from him.
GWEN
Don't worry Aunt May.. Just
relax.. No one's going to be hurt.
May's eyes close again.
PETER
Captain, we'd better discuss this
in the hallway.
Peter and Captain Stacy step out of the room. Gwen remains
with May to keep her calm, resting her hand atop of May's.
From the hall, Gwen can hear THE MUFFLED SOUND OF HER FATHER
AND PETER'S CONVERSATION, though the words are obscure.
Suddenly May opens her eyes again.
AUNT MAY
..Gwen.. Where's Peter? I need to
talk to him..
GWEN
Shh.. Stay calm, Peter will be
right back..
AUNT MAY
No.. I need to talk to him now..
There's danger..
Seeing that May is becoming increasingly upset Gwen rises.
GWEN
Okay.. Okay.. I'll get Peter..
Gwen hurries to the door and opens it.
INT. HOSPITAL CORRIDOR - CONTINUING
Gwen takes a step into the corridor- But Peter is already
running for the stairs.
GWEN
(Whispering)
Peter!
But he's already out of earshot.
Captain Stacy walks toward her.
CAPTAIN STACY
What's wrong?
GWEN
Peter's Aunt was calling for him-
CAPTAIN STACY
Oh.. Peter went off to see if he
could track down Spider-Man..
They're working on a treatment for
May.
Gwen looks down.
GWEN
Okay.. I'll try and keep her calm..
CAPTAIN STACY
I'll see if there's a nurse.. She
might need another sedative.
Captain Stacy turns and heads to the Nurse's station.
Gwen goes back into the room.
INT. HOSPITAL, AUNT MAY'S ROOM - CONTINUING
May is still groggy, but worried.
GWEN
Aunt May.. Peter had to step
away.. But he'll be back soon.
Gwen holds May's hands soothing her a bit. May uneasily
drifts back to sleep.
Gwen, worried walks toward the window. She glances out of it-
AND SEES SPIDER-MAN SWINGING AWAY FROM THE HOSPITAL.
Gwen's eyes widen- her head turns toward the door- then back
to the window. Her face fills with realization.
CUT TO:
INT. RAILWAY STATION - NIGHT
The station is populated with STATION WORKERS, POLICE and
FEDERAL AGENTS.
The freight train containing the radioactive isotopes has
just arrived and a workers are removing the contents as
police, their weapons drawn stand guard.
Spider-Man, clinging to the ceiling crawls to within sight of
the train. He looks around. He has an extremely uneasy
feeling.
CUT TO:
INT. HOSPITAL, AUNT MAY'S ROOM - CONTINUOUS
Gwen nervously sits at May's side. Millions of thoughts
racing through her mind. May's eyes open.
AUNT MAY
(Weak)
..Gwen.. Where's Peter?
GWEN
(Having trouble
speaking)
H-he.. He went out.. H-he'll be
back.. Soon.
AUNT MAY
..I keep having this nightmare..
That he's surrounded by all of
these terrible things... Peter was
caught in the middle of this
horrible storm.. There was wind-
thunder and lightning- smoke
everywhere.. And there was an
avalanche that buried him..
May becomes more and more upset breaking into tears.
Gwen embraces her trying to calm her.
GWEN
Don't worry Aunt May.. Peter..
Peter will be fine.. He'll be back
here any minute..
CUT TO:
INT. RAILWAY STATION - CONTINUOUS
Spider-Man climbs to within a few feet of the train car.
He's still unseen by the railway workers.
HIS SPIDER SENSE FIRES. BIGGER THAN IT'S EVER DONE BEFORE.
HE NEARLY LOSES HIS GRIP ON THE CEILING FROM THE JOLT.
When Spidey recovers, he looks around. There's A MAN-
clearly out of place in a dark coat approaching the railway
workers.
TENTACLES BURST FROM HIS COAT- IT'S DR. OCTOPUS. HIS
TENTACLES DART FORWARD ATTACKING THE POLICE, KNOCKING THEM IN
ALL DIRECTIONS LIKE LEAVES.
DR. OCTOPUS
Now.. Let's try this again..
He walks toward the biohazard containers of the isotopes.
Spider-Man drops from the ceiling landing in a crouch. He's
several dozen yards from Ock. Spidey breaks into a run
toward him picking up speed as he goes. As he gets closer,
he notices that he's running through A PILE OF DUST which
becomes riled as he continues through it. BUT THEN- THE DUST
PILE BEGINS TO GROW AND EXPAND AND RISE. SPIDER-MAN LOOKS
AROUND HIM WITH CONFUSION UNTIL-
SPIDER-MAN
..Oh- No...
THE DUST PILE BEGINS TO TAKE THE DISTORTED SHAPE OF A MAN-
THE SANDMAN.
A GIGANTIC FIST COMPOSED OF SAND PARTICLES BLASTS FORWARD TEN
FEET TO CONNECT TO SPIDER-MAN'S FACE- SENDING HIM FLYING
BACKWARD.
THE SANDMAN MOVES TOWARD SPIDER-MAN. WITH EACH PASSING
MOMENT THE SAND PARTICLES TRANSMUTE INTO HIS HUMAN FORM UNTIL
HE APPEARS TO BE A NORMAL MAN.
SANDMAN
Okay you spindly little punk..
Time for a rematch!
Sandman moves in on the stunned Spider-Man who sits trying to
shake off the hard blow. SANDMAN'S RIGHT ARM SHAPE-SHIFTS
INTO A HUGE BLOCK- HE RAISES HIS MORPHED FIST TO SMASH SPIDER-
MAN- THE BLOCK FIST CRASHES TO THE GROUND, SHATTERING THE
CONCRETE AND SENDING CREATING A DUST CLOUD- BUT SPIDER-MAN
ISN'T THERE TO BE HIT- HE SOMERSAULTS OVER SANDMAN'S ATTACK-
SPIDER-MAN LANDS DIRECTLY IN FRONT OF SANDMAN- LAUNCHING A
STRAIGHT RIGHT PUNCH TO SANDMAN'S CHEST-
SPIDER-MAN
Ya know Sandy- the worst thing
about fighting you is- all the
dust is torture on my sinuses!
As Spider-Man's punch makes contact with Sandman's body- IT
MORPHS FROM FLESH TO SAND- AND SPIDER-MAN'S FIST DOES NO
DAMAGE.
SANDMAN
-Suffocation might- help you with
that problem..
SANDMAN'S BODY BECOMES A MOUNTAIN OF DIRT- COLLAPSING TOWARD
SPIDER-MAN, WHO TWISTS OUT OF THE WAY.
Clear of Sandman's amorphous form, Spider-Man glances to
where Doc Ock had been- to see that Ock has immobilized the
guards and is taking possession of the cases of isotopes.
Spider-Man's SPIDER SENSE BUZZES- He looks to his left to see
SANDMAN, AN ONLY PARTIALLY HUMAN MOVING MOUND OF SOIL ROLLING
TOWARD HIM.
SPIDER-MAN QUICKLY SMASHES THE PAVEMENT BENEATH HIM- AND
STARTS TOSSES CHUNKS OF DEBRIS AT SANDMAN.
SANDMAN
(continuing)
You've been spinning yer webs too
tight buggy- this stuff can't hurt
me!
But Spider-Man continues his assault- because his goal was
not to hit Sandman with the concrete-
BUT TO REVEAL A SERIES OF PIPES BURIED UNDER THE CONCRETE.
SANDMAN IS ALMOST UPON SPIDER-MAN WHEN SPIDER-MAN GRABS ONE
LAST CHUNK OF CONCRETE AND BURSTS ONE OF THE PIPES- SENDING
A STREAM OF WATER UPWARD- SPIDER-MAN USES THE CHUNK OF
CONCRETE TO DEFLECT THE WATER INTO SANDMAN- THE HARD BLAST OF
WATER WETS AND WITHERS SANDMAN'S SANDY FORM-
SANDMAN
(continuing; Reeling
from the effects of
his form withering)
Hey!!
SPIDER-MAN
Well, Sandy- it's been great
seeing you- Too bad I don't have
time to make a castle or mud pie
out of you- But I've got a doctor
to send to the hospital-
Spider-Man starts toward Ock again, who is now carrying off
the cases of isotopes.
Spider-Man fires a webline SNAGGING ONE OF THE CASES OF
ISOTOPES FROM OCK'S GRASP.
SPIDER-MAN
(continuing)
Sorry Doc- but I need these-
Ock turns angrily- Spider-Man fires another webline to snare
Ock's arm- But a tentacle is the web's path before it can
reach Ock. The claws snap- cutting the webline- But another
web immediately hits Ock's glasses- binding them to his face
and blinding him at that same time. Ock struggles to pry the
webbing lose.
DR. OCTOPUS
-Meddling insect-
Ock's free tentacles swing blindly at Spider-Man who dodges
them.
Spider-Man lands in a crouch- AND HIS SPIDER SENSE FIRES
AGAIN- BUT BEFORE HE CAN MOVE- HE'S HIT BY A BOLT OF
LIGHTNING.
Stunned, his body smoldering, Spider-Man collapses forward.
With what little strength he has left- Spider-Man turns to
see MAX DILLON tearing himself out of a stolen railway worker
uniform- to reveal his costume beneath- THE COSTUME OF
ELECTRO.
SPIDER-MAN
(weakly)
Oh come on!! Three crooks on one
job? There's gotta be something
in the Supervillain union charter
against this!
ELECTRO
We'll risk the penalty fees if it
means putting an end to you
webhead!
Spider-Man fires twin weblines to net Electro- But as the
weblines make contact- ELECTRO DISAPPEARS.
Only Spidey's mask hides the bulge of his eyes.
ELECTRO MATERIALIZES SEVERAL FEET AWAY.
SPIDER-MAN
-H-hey Sparky!! No fair upgrading
your powers!
VOICE (O.S.)
Not an upgrade, Spider-Man- Merely
an assist-
Spider-Man turns in the direction of the voice-
MYSTERIO
-From Mysterio!
Mysterio points his left gauntlet toward Spider-Man AND
RELEASES A THICK CLOUD OF SMOKE.
SPIDER-MAN
(coughing)
Look Dome head- Since you've been
in prison they've made laws
against smoking indoors..
VOICE
-Your jokes will do you no good
wall crawler-
THE VULTURE swoops down- picking Spider-Man up- Carrying him
aloft.
SPIDER-MAN
(Struggling to free
himself from the
Vulture's grip)
Not you too!
The Vulture slams Spider-Man into a wall- His dazed form
bounces from the wall, to atop a train car- and onto the
ground.
SPIDER-MAN
(continuing)
That's it.. I quit.
For a moment, he wants to stay down. Then he remembers-
SPIDER-MAN
(continuing; To
himself)
No. This is for Aunt May.
His adrenaline pumping at the sight of this terrible threat,
Spider-Man springs to his feet as his foes close in. He
points at each of them individually-
SPIDER-MAN
(continuing)
One-two-three-four-five- Ookay-
This is more ugliness than legal
occupancy allows. So if you'll all
disperse toward the nearest exit,
I might just let you off with a
warning..
The Vulture swoops in again. Spider-Man dodges the attack,
but the others continue forward. Each using their unique
powers, they take swipes at Spider-Man, which he works to
avoid-
MYSTERIO DISAPPEARS AND RE-APPEARS NEXT TO SPIDER-MAN- But
thanks to his Spider Sense, Spidey is prepared, landing a
punch to Mysterio's plexiglass dome helmet- grabbing him-
Spider-Man tosses Mysterio into the oncoming Vulture. His
head spins to see Sandman, still not quite fully composed
after the earlier soaking- about to dump a ton of sand atop
him- Spider-Man dodges that movement- And is nearly singed
again by Electro. Spider-Man dives behind the mound of sand
created by Sandman, and then tosses a huge pile of it at
Electro- knocking him over. But at that moment Spider-man is
nailed by a sandy punch from Sandman. Spider-Man dodges
Sandman's next punch, his leap carrying him a dozen feet in
the air- WHERE HIS LEGS ARE SNARED BY A STEEL NET.
His leap is upset, and Spider-Man begins to drop to the
ground, but he's caught by the net by one of Dr. Octopus'
tentacles. Spider-Man hangs upside down. And now he can see
the source of the net-
KRAVEN THE HUNTER CROUCHES ATOP A TRAIN CAR, GRINNING AT HIM.
SPIDER-MAN
(continuing)
..And you flew in Jungle Jim for
the party too? If I'd known, I'd
have worn my tux!
DR. OCTOPUS
-We'll see that you're buried in
it!
Ock slams Spider-Man's body into the pavement. Then Ock picks
him up again, and slams him again. The pavement cracks from
the impact.
Spider-Man is nearly unconscious.
The other members of THE SINISTER SIX move in for the kill.
Spider-Man fights to keep conscious.
WE THEN HEAR AUNT MAY'S VOICE OVER:
AUNT MAY (V.O.)
..There was wind-
WE SEE THE VULTURE'S FLAPPING WINGS GENERATING A GUST OF WIND.
AUNT MAY (V.O.)
(continuing)
-Thunder and lightning-
ELECTRO WALKS TOWARD SPIDER-MAN, CHARGING UP A BOLT OF
ELECTRICITY.
AUNT MAY (V.O.)
(continuing)
-Smoke everywhere-
MYSTERIO ALSO MOVES FORWARD, HIS CLOUD OF CLOAKING MIST
SPREADING.
AUNT MAY (V.O.)
(continuing)
And an avalanche-
SANDMAN'S BODY EXPANDS TO A TOWERING, LOOMING, HILL READY TO
BURY SPIDER-MAN-
Spider-Man looks around at the cabal-
SPIDER-MAN
-So this is how it ends, huh?
DR. OCTOPUS
Again- The superior mind.. It
would have to be my genius that
would lead to your death..
SPIDER-MAN
-Actually Doc, I was gonna thank
you for providing the means for my
escape..
DR. OCTOPUS
-What are you talking about?
SPIDER-MAN
HIM-
Spider-Man points at Mysterio- the others all turn their
heads in that direction.
At that same moment- Spider-man fires a webline which
ensnares Mysterio's right gauntlet- Spider-Man quickly pulls
it off of Mysterio- Before anyone can react- the gauntlet is
in Spider-Man's hands- he squeezes it releasing A GIGANTIC
CLOUD OF SMOKE- The villains run forward but can't see
anything.
Electro runs into one of Ock's tentacles- His electrified
body making contact with the metal tentacle causing a LARGE
SPARK.
Ock spins the tentacle away, nearly being electrocuted.
DR. OCTOPUS
(To Electro)
Careful you imbecile!
THE VULTURE HOVERS FLAPPING HIS WINGS RAPIDLY- GRADUALLY THE
SMOKE DISPERSES.
AND SPIDER-MAN IS GONE. ONLY KRAVEN'S SEVERED NET REMAINS.
DR. OCTOPUS
(continuing; Furious)
Damn him! Damn his luck!
SANDMAN RESUMES HIS HUMAN FORM.
SANDMAN
It's always luck with that little
creep!
Electro looks around.
CUT TO:
INT. HARRY & PETER'S APARTMENT,PETER'S ROOM - NIGHT
ELECTRO (V.O.)
-He's the luckiest jerk in the
world!
Spider-Man FALLS through his window, landing hard on the
floor with a THUMP.
Half dead he rises, tearing the mask from his head. He
follows by pulling off his shirt. Peter, exhausted, fed-up
tosses the costume pieces into the garbage can with a GRUNT.
Peter collapses onto his bed, nearly in tears.
PETER
-I'm sorry Aunt May.. I'm so
sorry..
Peter buries his weary head in his pillow which muffle his
cries of sadness and pain.
SLOW DISSOLVE TO:
INT. J JONAH JAMESON'S OFFICE - AFTERNOON
Robbie Robertson enters the office. Jonah stands up from his
chair.
JONAH
..How much did you pay Parker for
the new pics?
ROBBIE
...A fair price Jonah.. Anyway..
(Drifting, thinking)
The kid didn't seem to care.. The
money was an after thought.. His
Aunt's condition has him pretty
shaken up..
Atop Jameson's desk is a layout for the latest edition of the
Daily Bugle, with the headline reading: SPIDER-MAN DEFEATED
BY "SINISTER SIX"! The underlying blurb reading: WALL CRAWLER
ALLOWS CRIMINALS TO ESCAPE WITH DEADLY RADIOACTIVE CARGO.
Jonah gloats as he looks it over.
JONAH
Well, there it is in black &
white.. That wall crawling
weasel's greatest defeat!
Robbie grimaces with disgust.
ROBBIE
I wouldn't gloat Jonah.. After
all, it took six of his toughest
enemies to bring him down..
JONAH
Six- Ten whatever- He's beat!
ROBBIE
Why do you act like you've won
something?
JONAH
I've..
(Pause)
I've proven that Spider-Man is no
hero- he's just a masked punk with
some freakish powers..
ROBBIE
-You think a hero is only measured
by his victories? It's how he
handles defeat that really proves
he's a hero!
JONAH
...Well? Well look at how he's
handled this- By running and
hiding!
Robbie has trouble accepting that. He struggles to digest it.
ROBBIE
...That may be true. But let's
remember Jonah.. That with Spider-
Man beaten.. Those 6 nutcases are
all of our problem.. What do YOU
propose to do about that?
Knowing Jonah has no answer, Robbie turns and walks out of
his office.
Alone, Jonah sinks into his chair. His face loses its grin,
because he knows he is partly responsible for the Sinister
Six being assembled and on the loose.
CUT TO:
INT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - NIGHT
Dr. Octopus is in his makeshift laboratory. HIS TENTACLES
OPEN THE BAY DOORS TO A LARGE IONIZING UNIT, REMOVING A
GLOWING, PULSATING, IONIZED ISOTOPE, THE SIZE OF A BOWLING
BALL.
THE TENTACLES WORK IN PERFECT UNISON, PLACING THE IONIZED
BALL WITHIN A GLASS SPHERE, AND THEN INSIDE A METALLIC
CONTAINER.
Ock smiles with a perverse euphoria.
DR. OCTOPUS
Perfect.
CUT TO:
INT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - CONTINUOUS
Dr. Octopus exits his lab, entering the larger open area of
the building.
In this area, the remaining members of The Sinister Six wait
with growing impatience. In civilian dress, they play poker.
Quentin Beck/Mysterio lays out his hand on the table.
BECK
..And there you have it ladies..
A full house!
Greedily, he scoops up the chips at the center of the table.
Sandman slams his fist angrily onto the table.
SANDMAN
Hey! That's the fifth hand in a
row you've won, Beck!
Max Dillon/Electro leans suspiciously toward Beck.
DILLON
-How do we know you ain't using
some of your slight of hand to
cheat?
BECK
(Insulted)
Please.. I'm an illusionist.. I
don't do card tricks.. Besides..
You idiots are flattering
yourselves to think that I'd need
'em to beat you.. Face it boys-
You stink at poker..
Kraven leans toward Beck seethingly. Beck leans away from
Kraven disdainfully.
BECK
(continuing)
..And some of you just plain
stink..
Kraven growls at Beck, grabbing him by the shirt.
KRAVEN
..I've eaten human flesh before..
And while you don't quite qualify..
Kraven draws a knife-
KRAVEN
(continuing)
-You'll do for a midnight snack..
VULTURE
-Sheathe the blade, Zabu.. I'm
getting bored with your breast
beating..
Without turning to look, Kraven tosses the knife with perfect
precision at the Vulture- BUT IT'S CAUGHT BY DOC OCK'S
TENTACLE JUST BEFORE REACHING THE MARK.
DR. OCTOPUS
Gentlemen.. Enough of internal
bickering..
VULTURE
We've been cooped up in here too
long Octavius..
SANDMAN
-Yeah! When are you gonna pay us
the dough you promised?
DR. OCTOPUS
I said it would be once I'd
completed my work.. And may I say
Eureka! I've completed the first
phase of my fusion experiment!
DILLON
..Whatever.. Just the slide over
the green..
Ock glowers at Dillon with distaste.
DR. OCTOPUS
..A little expansion of your minds
might do you reprobates some
good.. Were you more intelligent,
you might have been successful in
defeating Spider-Man prior to my
assembling you..
Sandman turns angrily toward Ock-
SANDMAN
What? Are you saying that I
couldn't 'a beaten him without the
rest of you creeps?
DILLON
-Who you callin' a creep, Marko?
BECK
-Yeah- yeah.. We're all creeps..
Just make with the pay-off Ock-
DR. OCTOPUS
-Of course..
Ock's tentacle produces a large suitcase.
DR. OCTOPUS
(continuing)
Since this is your God..
The tentacles drop the case carelessly on the table. As the
others draw closer with avarice oozing from their pores,
Ock's tentacles pop open the case to reveal stacks of money.
DR. OCTOPUS
(continuing)
Here's the first half of the
payment.. The second arrives
tomorrow.. After I pay a visit to
our benefactor.. And then I'll pay
homage to my God.. The God of
Science..
But the five criminals haven't heard a word that Ock has said
after he'd opened the case. They busy themselves dividing up
the money.
BECK
-What do you boys say to another
hand.. Double or nothing?
The others grumble at various pitches. Ock continues to
regard them with malice.
CUT TO:
INT. STACY HOME - EVENING
Gwen's birthday party is in full swing. Harry. Mary Jane,
Flash and tons of others are there all having a good time.
With the exception of Gwen. Separated from her guests, she
stands staring out the front window, watching sadly for Peter
to arrive.
Flash approaches her from behind.
FLASH
Hey gorgeous.. The guests aren't
supposed to be having more fun
than the birthday girl..
GWEN
..It isn't a party.. Not for me
anyway until Peter gets here..
FLASH
Oh not him again.. What crime
could you have committed to be
sentenced to shackling yourself to
Parker?
GWEN
It's something you're not ready to
grasp, Flash.. It's called love..
FLASH
(Wounded)
Oh. I gotcha. Well- does love
mean you've got no rhythm?
GWEN
..No..
FLASH
-Then how about a dance?
Gwen is at first ready to say no. Then she looks around at
the people there to celebrate her birthday and decides she
owes them to at least put on her game face.
GWEN
..Sure..
Flash and Gwen walk to the middle of the room where everyone
is dancing to the heavy beated song. Forcing a smile, Gwen
starts dancing with Flash. Everyone is elated to see Gwen
out there. Mary Jane, inspired by Gwen's presence, kicks up
her dancing a notch. Then Gwen follows suit. Soon the two
beauties are the center of everyone's focus.
But Gwen stops short as she sees-
Peter approaching her.
Though the music continues to pump, the party comes to a
standstill. Gwen is stunned to see Peter's face covered in
bruises.
PETER
Happy birthday, honey.. I'm sorry
I'm late..
Peter kisses her. From behind his back he produces a wrapped
present. Gwen takes it, but the present is the furthest thing
from her mind.
Peter smiles expectantly.
PETER
(continuing)
Well.. Aren't you gonna open it?
You have no idea how much I had to
go through to get it..
Gwen moves close to him.
GWEN
(Low, to Peter)
..Pete we have to talk..
Gwen turns to everyone else.
GWEN
(continuing)
Excuse us everybody..
Gwen takes Peter's hand and leads him off.
HARRY
(To the crowd,
clowning)
Uh-oh.. Private unwrapping folks..
The crowd hoots and laughs suggestively.
JUMP CUT:
INT. STACY HOME, KITCHEN - CONTINUOUS
Gwen removes the necklace Peter had been saving to buy her
from the box. But she almost seems to be looking through it.
PETER
(Perturbed)
..Uh.. Is it the wrong size?
GWEN
-No.. It's beautiful Pete.. But..
PETER
..I know how you feel.. It's
funny.. I spent all these months
saving up for it.. Dreaming about
the look on your face.. Hoping
you'd see it as a token of how
much you mean to me.. But
everything that's been happening
lately.. Aunt May all these other
things.. Make you realize how
small material things really are..
Gwen, all we have ..
All we really have is each other..
We have to cherish-
GWEN
(Cuts him off)
-Pete I know..
PETER
(Confused)
You.. You know? You know what?
GWEN
Ever since last night.. I didn't
know how to say it.. I've been
trying to figure out a way to say
it..
PETER
Say what?
GWEN
Peter I know you're Spider-Man..
All the color leaves Peter's face. His lips quiver and start
to part but no sound is uttered.
CUT TO:
INT. DAILY BUGLE,ROBBIE ROBERTSON'S OFFICE - EVENING
Robbie and Captain Stacy have a cup of coffee.
CAPTAIN STACY
..Robbie, I've always wondered..
you completely disagree with
Jonah's stance on Spider-Man-
Believe like I do that his
intentions are good. Why do you
stay here working under him? A
man with your reputation would be
able to get a job at the New York
Times.. Even a publishership at
some of the big city papers..
ROBBIE
-Well George, I look at it as a
trade-off. Any other paper, I'd be
strapped down to presenting their
policy on every subject matter,
whether I agreed or not.
Jonah's obsession with Spider-Man
leaves me free to handle most of
the Bugle's editorial policy as my
conscience leads me. We've focused
on the struggles of the poor and
homeless, local positions on
education, health care- the
government's foreign policy.. As
much as I hate to see it, Spider-
Man is the sacrifice I make to
stand-up for the ones who don't
have superhuman strength.
CAPTAIN STACY
I see.. Makes alot of sense.
ROBBIE
Anyway, Spider-Man is a hero. I
think he can handle Jonah's
ravings and rantings without
caving in. At least.. I hope so..
CAPTAIN STACY
He's got alot more to worry about
than Jonah's bluster with this
Sinister Six out there..
ROBBIE
-What else can he do? He gave it
his best shot. Maybe its time for
the Avengers to deal with it..
CAPTAIN STACY
..Never happen. Spider-Man won't
let this go. He'll go after them
again if it kills him. Which it
might..
Stacy reflects sadly on this.
CUT TO:
INT. J JONAH JAMESON'S OFFICE - CONTINUOUS
Jonah sits at his desk continuing to look over the printed
edition of the Bugle featuring the story about the Sinister
Six.
VOICE (O.S.)
-Now that's a story worth
reading..
Jonah spins to see Dr. Octopus being lowered by his tentacles
into Jonah's office through the window.
JONAH
(Upset)
-What are you doing here?
DR. OCTOPUS
-Why Jonah.. I'm here to fulfill
our agreement.. I deliver you
documentation of Spider-Man's
defeat-
Ock's tentacle presents a videotape.
DR. OCTOPUS
(continuing)
-And you pay the second half of
the money you'd promised..
Jonah snatches the tape from the dangling tentacle.
JONAH
-But I didn't mean to meet here!
Are you insane?
Ock moves in closely in a threatening manner.
DR. OCTOPUS
Oh.. I don't think so..
JONAH
-If you're seen I'll be ruined!
DR. OCTOPUS
-I'm on the verge of scientific
immortality.. Your deceitful image
is of no concern.. I've promised
my minions financial reward.. And
Dr. Octopus keeps to his word..
Ock snaps his fingers expectantly. Jonah fearfully reaches
under his desk and produces a valise identical to the one Ock
had at his lair.
Ock's tentacle grabs it.
DR. OCTOPUS
(continuing)
..Do you plan to give that tape to
the television news?
Jonah glances blankly at the videotape.
JONAH
..No.. No it was only meant for me.
DR. OCTOPUS
Of course... A pleasure as always,
Jonah.
Ock's tentacles carry him out of the window.
Jonah, abashed sinks into his chair, his head in his hands,
wondering how he could have sank so far. Sensing something,
his eyes roll upward- to see that Robbie and Captain Stacy
are standing in his doorway.
They're both aghast.
ROBBIE
Jonah.. What have you done?
Jonah looks at them as they approach him.
JONAH
(Confused,
introspective)
I.. I only wanted to bring out the
truth.. I wanted Spider-Man to be
shown for what he really is..
CAPTAIN STACY
..And for that.. You made a deal
with the devil?
JONAH
...I thought.. I thought I could
keep it all under control.. I know
what Ock is.. He would've done
what he's going to do anyway.. But
Spider-Man.. He had to be proven
to be-
ROBBIE
To be what?
JONAH
..Masked anarchy.. Power run
rampant.. Under the guise of being
heroic..
ROBBIE
Jonah.. Can't you see? That's
YOU. The only one you've exposed
here is yourself..
Jonah is shaken to his foundations at the realization.
CAPTAIN STACY
Jonah- Ock has to be stopped..
There's no telling what he's
capable of.. Is there any clue of
what his plans are?
JONAH
...No.. Only that he's been hiding
out in Coney Island..
Robbie and Captain Stacy reflect on Jonah's state for a
moment before turning to head out.
Jonah remains in his chair, unable to move.
CUT TO:
INT. STACY HOME, KITCHEN - CONTINUOUS
Peter remains frozen, going over Gwen's revelation.
GWEN
..The thing that really gets me is
how I never realized it before..
I've spent the last few weeks
talking to the people that know
you.. Love you.. Trying to figure
out what you've been hiding.. Why
you build this wall between you
and us.. It was all adding up..
But I guess I just didn't want to
accept the truth.. I guess none of
us do.
PETER
Gwen.. Have you told... Anyone
else about this?
GWEN
No. I wouldn't.. I had to talk it
over with you..
Peter breathes a slight sigh of relief.
GWEN
(continuing;
Expectantly)
So?
Peter moves close to her. He takes her hands and kisses her
lovingly.
PETER
...Gwen...
(Pause)
..It isn't true. I'm not Spider-
Man.
GWEN
What?
PETER
I'm not Spider-Man.
GWEN
..But at the hospital.. I saw you
leave- and then moments later
Spider-Man swung away.. There was
no time-
PETER
..I.. I contacted him.. We have a
way of communicating- I keep it a
secret to keep his enemies from
coming after me or anyone close to
me.. He's been helping me to get
radioactive materials that might
save Aunt May.. He's been in close
contact with me for the last few
days.
Gwen head tilts to the side. Her face sours.
GWEN
Peter you can't be serious.. There
are too many other coincidences..
Why do you think you can't trust
me with this?
Peter is hesitant. He starts to speak- When suddenly Captain
Stacy enters the kitchen.
GWEN
(continuing)
-Dad..
CAPTAIN STACY
(Kisses Gwen on the
cheek)
I'm sorry I'm late for your party
sweetheart.. But Peter- we've got
one last chance to get at those
isotopes.. Can you contact Spider-
Man?
Peter's gaze rolls from Captain Stacy to Gwen. She's looking
at him, hard. Peter looks back at Captain Stacy to escape her
stare.
PETER
-Yes I can. I'll be back soon..
Peter exits out the kitchen door.
CUT TO:
EXT. DEPARTMENT STORE - EVENING
An ARMORED TRUCK is parked , and several ARMED GUARDS are
carrying money sacks toward it- When THE VULTURE SWOOPS OUT
OF THE SKY AND GRABS A SACK OF MONEY IN EACH HAND, AND
VEERING UPWARD IN A PERFECT, GRACEFUL ARC.
THE GUARDS OPEN FIRE TO NO AVAIL.
CUT TO:
EXT. ZOO - EVENING
A NUMBER OF SECURITY GUARDS lie unconscious.
AN ANIMAL CAGE DOOR IS OPEN.
Kraven emerges from the cage, GUIDING TWO WHITE TIGERS
LEASHED WITH CHAINS from the cage and onto the back of a
panel truck.
CUT TO:
EXT. JEWELRY STORE - EVENING
A MOUND OF DIRT CRASHES THROUGH THE STORE WINDOW AND FLOWS
ONTO THE STREET INTO A MOUND. THEN A SPINNING SPIRE OF DUST
ARISES FROM THE MOUND TAKING THE HUMAN FORM OF THE SANDMAN.
GRINNING, HE'S MET WITH A BARRAGE OF BULLETS FROM POLICE.
BUT THE BULLETS MERELY MAKE HARMLESS INDENTATIONS IN
SANDMAN'S BODY WHICH INSTANTLY RESHAPE.
SANDMAN
..Don't mind me, boys- Just a
little window shopping before I
collect a major pay-off!
SANDMAN'S BODY DISINTEGRATES INTO ANOTHER MOUND OF DIRT WHICH
SEEPS THROUGH THE HOLES OF A MANHOLE COVER.
CUT TO:
INT. STACY HOME - EVENING
The party continues, but Gwen stands on the side, unable to
fake enjoyment. Mary Jane walks over to her.
MARY JANE
-Hey blondie.. Is this a birthday
party or a wake?
GWEN
I haven't made up my mind.. But if
it's the latter, A certain Mr.
Parker will be the guest of honor..
MARY JANE
He ditched you?
Before Gwen can respond there's a sudden commotion as
everyone's attention turns to activity at the front window.
Spider-Man climbs in.
FLASH
(Jubilant)
Spider-Man! Is this the party of
the year or what?
Everyone is startled and excited, rushing over to get a close
look at Spidey.
All except for Gwen, who smirks knowingly.
SPIDER-MAN
-No autographs folks.. Just came
by for a slice of cake and a word
with the Captain..
Captain Stacy makes his way through the crowd.
CAPTAIN STACY
(Low, just for Spider-
man to hear)
The isotopes are in Coney Island-
But the Six are also there.
They'll be there tonight for a pay-
off from Dr. Octopus.. Don't try
to fight them.. Just get what you
need and get out of there..
Gwen stands watching with her arms crossed. She wonders if
she should say something when- PETER ENTERS THE HOUSE.
Gwen's eyes widen as Peter stands face-to-face with Spider-
Man.
PETER
Thanks for coming by so fast
Spidey-
SPIDER-MAN
No problem kid.. Just keep making
me look pretty in those pics you
take..
Spider-Man turns and climbs back out the window, and up the
side of the house, and then webswings away.
Gwen moves in close to Peter. She's stunned and confused.
GWEN
(Low, to Peter)
I'm so sorry Pete.. I-
PETER
(Low, to Gwen)
Forget it honey.. Just remember
that no matter what, I love you..
Gwen rests her head on his shoulder and they turn toward her
party guests.
CUT TO:
EXT. ROOFTOP - NIGHT
Spider-Man climbs slowly and shakingly to the rooftop. Very
much unlike his usual manner. When he reaches the roof, he's
clearly tired. He's sinks down sits on the floor of the
roof, breathing heavily. Removing his mask- WE SEE THAT IT IS
HOBIE BROWN. Hobie takes a deep, relieved breath. He holds up
his hand and flexes HIS CLIMBING GAUNTLET, COVERED IN
MATERIAL USED FOR SPIDER-MAN'S GLOVES.
HOBIE
..Well Spidey, at least this is
part of my debt repaid..
Hobie grabs a back pack that had been resting on the roof,
and starts removing clothes from it. Then he pulls off the
Spidey costume top.
CUT TO:
INT. EMPIRE STATE UNIVERSITY SCIENCE DEPARTMENT - NIGHT
Curt Connors continues working on the treatment for Aunt May.
Suddenly he hears a WHOOSH- Turning toward the sound, he sees
Spider-Man swinging in through the window.
CONNORS
-Spider-Man!
Spider-Man lands in front of Connors.
SPIDER-MAN
Dr. Connors.. I take it Peter
Parker told you I'd be coming..
CONNORS
Yeah.. But your entrance still
overwhelms..
SPIDER-MAN
You oughtta be there after I've
eaten Mexican.. But on to more
serious matters..
CONNORS
Yes.. Of course..
Connors walks over to another table and takes an electronic
device. He presents it to Spider-Man.
CONNORS
(continuing)
This radiation scanner will help
you find the remaining isotopes if
there are any..
SPIDER-MAN
-Made alot easier since I know
where to look..
CONNORS
..We don't have much time, Spider-
Man. Peter's Aunt has to get this
treatment soon or she'll have
advanced past the point of no
return..
SPIDER-MAN
..You don't have to remind me of
that. I'll get the isotopes
tonight. Or die trying.
CUT TO:
INT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - NIGHT
A BLAST OF SAND SEEPS BENEATH THE DOORS AND WHIRLS INTO THE
HUMAN FORM OF THE SANDMAN. Sandman roars with laughter.
BECK
Wow Marko- we never get tired of
seeing that.
SANDMAN
But I'll bet you'll be beggin' to
see anything after I blind ya-
KRAVEN
Listen- I don't care if the two of
you kill each other- just do it
after the money is split up...
ELECTRO
Well if Ock doesn't get here soon,
he might be the first to go-
DR. OCTOPUS (O.S.)
You presume far too much, Dillon-
Ock's tentacles climb down from the building's skylight. He
lands on the floor smoothly.
He produces the valise he'd gotten from Jameson and tosses it
onto the table.
DR. OCTOPUS
-But I've far more important
things to do than trifle with
you.. Now.. divide your plunder
like good little minions.. And may
I suggest you spend it well..
Ock turns away from them and walks toward his lab.
DR. OCTOPUS
(continuing; Out of
their earshot)
..And fast.
CUT TO:
EXT. CONEY ISLAND - NIGHT
Spider-Man swings from beneath the trestle of an elevated
train. Carrying the radiation tracer he swings from building
to building.
THE TRACER'S SCREEN HAS A GRAPHIC OF A GREEN PULSATING
CIRCULAR WAVE REPRESENTING THE BEACON BEING SENT IN ALL
DIRECTIONS. BUT IN ONE DIRECTION, NORTHWARD, THE WAVE HAS A
REDDISH TINT MEANING A RADIOACTIVE READING IS COMING FROM
THAT DIRECTION.
SPIDER-MAN SWINGS IN THAT DIRECTION.
CUT TO:
INT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - NIGHT
In his lab, Dr. Octopus takes hold of the metallic case
containing the processed isotope.
Ock exits into the outer area, where the other members of the
Sinister Six are continuing to divide their money.
Ock pauses.
DR. OCTOPUS
Well my friends, this ends our
brief association. I leave you to
your own devices..
SANDMAN
Yeah- Sure.. Thanks..
Shaking his head, a scornful smirk, Ock exits the building.
CUT TO:
EXT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - NIGHT
Dr. Octopus exits the building, climbs into a waiting truck
and drives off.
CRANE UPWARD TO THE ROOF OF THE BUILDING.
Seconds later, Spider-Man lands atop the building. The
radiation tracer's pulsating screen is completely red.
Spider-Man looks through one of the building's skylights. He
can see Ock's lab. Spider-Man fires a webline through the
skylight, and slides down the line.
CUT TO:
INT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - NIGHT
Spider-Man continues his slide down the webline, landing on
the floor of Ock's lab.
Looking around, Spider-Man sees the biohazard cases
containing the remaining isotopes. Checking them, he finds
that they are indeed full. Enough for him to give to
Connors. He nods to himself.
But in the background, he can hear a commotion.
Spider-Man walks over to the door of the lab. Peeking out, he
can see the five remaining members of the Sinister Six
continuing to divide the money.
Spider-Man stares at them.
SPIDER-MAN
..Huh.. Five of those psychos..
Well.. I've got what I'm looking
for.. The cops can.. Who am I
kiddin'? The cops can't..
(pause; thinking)
But Aunt May.. I've got to get
this to her.
(pause; thinking)
But.. What would she think..?
What would Uncle Ben think..?
(Pause)
I can't do this..
(Pause)
I'm not going to do this..
FROM THE OUTER ROOM THE VILLAINS TURN AS THERE'S A BOOM- THE
DOORS TO OCK'S LAB GOING FLYING OFF THE HINGES.
SPIDER-MAN
(continuing; To
Villains)
Environmental control! There's
been complaints about a really bad
stench- And whoosh- if they
weren't right! Sandman- lower your
arms! Vulture- close your mouth!
Kraven- just go far, far away!
ELECTRO
Him again! This time I flambe'
his ass!
SANDMAN
You won't get the chance- Ma
Baker's baby boy gets that
pleasure-
The Sinisters charge forward. Electro begins hurling
lightning bolts- Sandman fires blasts of Sand. Spider-Man
goes into a series of dodging maneuvers. The Vulture swoops
in, taking swipes at Spider-Man with his wings. Spider-Man
dodges and leaps, but is caught by one leg mid-air by
Kraven's net.
Kraven tries to pull Spider-Man to the ground.
Spider-Man fires a webline at the wall. The resulting
forward pull of the line yanks the net from Kraven's grasp.
Moving forward, Spider-Man lands a punch on the Vulture. But
at that same moment, one of Electro's bolts cuts through
Spider-Man's webline. He drops to the ground as the five
swarm around him.
SPIDER-MAN
-Okay, Maybe I should've come up
with a plan.. Drawn a diagram or
something..
The five villains are tossing everything they have. Spider-
Man is faster and dodges much of their assault, but does take
some hard shots. The number of blows landed starts growing.
VULTURE
Pile on him! Crush him!
They follow his direction- attempting to smother and crush
Spider-Man under their weight.
SPIDER-MAN
..Time to make lemonade out of
these lemons-
Spider-Man fires a webline low at the far wall. The webline
pulls him from under the pile of villains. Now on his feet
and behind them, Spider-Man fires a second webline that snags
Kraven at the legs. Spider-Man pulls Kraven down and into
Mysterio and Electro, tripping them.
ELECTRO
We're too close! He's using our
numbers against us!
Electro and Sandman continue firing blasts at Spider-Man
which he dodges.
SANDMAN
I'd do better without the bunch of
you crowdin's me!
ELECTRO
You want every man for himself?
MYSTERIO
Why not make it interesting,
gentlemen? Winner take all-
VULTURE
You mean whoever kills the bug
takes all the money?
KRAVEN
I like it.. I'm in.
ELECTRO
Okay then- may the worst man win..
ELECTRO BEGINS HURLING LIGHTNING BOLTS AT SPIDER-MAN AGAIN-
Spider-Man dodges them- DEBRIS STRUCK BY ELECTRO'S BOLTS
BEGIN TO COLLAPSE- Spider-Man makes his way up the wall,
toward the ceiling dodging the falling objects.
The Vulture takes off.
VULTURE
Now he's in my realm- I'll be back
in minute to collect my money..
The Vulture soars up to the ceiling toward Spider-Man.
Spider-Man drops from the ceiling, attempting to kick the
Vulture- but the Vulture maneuvers out of the way. Spider-Man
is falling- And the Vulture starts to swoop down to capture
him- When he's nearly hit by ONE OF ELECTRO'S HURLED BOLTS.
VULTURE
(continuing)
Electro! You nearly hit me you
idiot!
ELECTRO
The goal is to take out the Spider-
Nobody said we all had to walk out
of here alive!
Spider-Man fires a webline and swings out of range.
SPIDER-MAN
-Can I offer my services as
marriage counselor?
The Vulture slams into Spider-Man, sending him flying
backward. Spider-Man fires a webline to catch himself.
VULTURE
The only services you'll have to
worry about are funeral services!
Spider-Man swings in and out of the complex series of support
beams and rafters in the ceiling structure- The Vulture keeps
in close pursuit, but his great wing span proves a hindrance.
Spider-Man swings over a girder and then doubles-back,
catching the Vulture with a kick-
SPIDER-MAN
-Tag!
Spider-Man and the Vulture both drop from the ceiling.
Another hurled lightning bolt from Electro singes the
Vulture's left arm- damaging his wing.
VULTURE
Arhhh!!
He begins to sputter out of control.
Spider-Man lands clinging by his legs to the side of a
girder, and fires a webline snagging the Vulture's leg. The
momentum of the Vulture's flight and Spider-Man's grip causes
the support girder to buckle- but it still holds as Spider-
Man's webline snaps back, pulling the Vulture backward.
Spider-Man swings in landing a hard punch, knocking the
Vulture out. Spidey clutches the unconscious Vulture's arm
and swings landing on one of the ceiling support girders.
Spidey places the Vulture atop the girder and webs him down
securely.
Sandman turns to Electro.
SANDMAN
Ya moron! You're just helping
Spider-Man!
SPIDER-MAN
Hey sparky- you get no points for
winging pigeons!
Spider-Man's SPIDER SENSE BUZZES- IN A CLOUD OF SMOKE,
MYSTERIO APPEARS ON THE GIRDER.
SPIDER-MAN
(continuing)
Nice of you to save me the trouble
of going after you Mysty-
Spider-Man hurls a punch at Mysterio- But he touches nothing-
MYSTERIO
You're looking in the wrong
places..
SPIDER-MAN
-Hologram!
The real Mysterio lands a punch from the opposite side. He
releases a stream of smoke.
MYSTERIO
Don't you love the modern
conveniences?
SPIDER-MAN
-This doesn't quite measure up to
microwave popcorn..
From below, Kraven hurls a knives at Spider-Man, which he has
to duck.
Spider-Man swings at Mysterio again, and again makes no
contact. Mysterio materializes behind him and lands another
punch.
WE SEE THROUGH MYSTERIO'S HELMET THAT HE HAS INFRARED VISION
THAT PICKS UP SPIDER-MAN'S BODY HEAT THROUGH THE SMOKE.
FROM HIS RIGHT GAUNTLET, A STREAM OF FIRE GUSTS FORTH.
lunges forward at Spider-Man.
Spider-Man allows himself to drop off of the girder, but
still clings to it by his feet. Mysterio's thrust and Spider-
Man's dodge sends Mysterio off balance and careening from the
girder-
Spider-Man catches him by the helmet- But Mysterio pops free
of the helmet and continues to drop. Spider-Man fires a
webline catching Mysterio by the leg and securing him to the
lower girder.
With Mysterio helpless, Spider-Man examines Mysterio's
helmet. Within the simple plexiglas dome is a complex series
of circuitry.
SPIDER-MAN
(continuing)
Hey Beck- does this get cable?
Below, Kraven, Sandman and Electro watch the scene above, but
their view is obscured by the residual smoke cloud created by
Mysterio.
Suddenly, Spider-Man emerges from the smoke, climbing down
the girder.
KRAVEN
My turn-
As Spider-Man continues to descend, Kraven charges forward.
Kraven tosses a grappling line that wraps around the girder.
With cat-like agility he starts climbing to within reach of
Spider-Man.
Spider-Man continues down, but makes no defensive maneuver as
Kraven swings in, a short spear ready to strike at Spider-
Man. Kraven thrusts the spear hard at Spider-Man- AND TOUCHES
NOTHING. SPIDER-MAN DISAPPEARS.
Kraven, confused slides back to the ground. Then Spider-Man
drops HARD atop Kraven's head and shoulders flattening him.
Kraven is on the ground unconscious. Spider-Man stands, still
carrying Mysterio's helmet.
SPIDER-MAN
Gotta agree with you Beck- those
modern conveniences rock..
He tosses the helmet aside and turns toward Sandman and
Electro.
SPIDER-MAN
(continuing)
..Well that's three down. You two
see a pattern forming?
SANDMAN
I only see a chalk outline formin'
around your corpse! I'm through
screwin' around- this punk dies
tonight!
Spider-Man starts charging forward.
SPIDER-MAN
-You're dreaming Sandman!
Spider-Man closes in.
ELECTRO, IN ANTICIPATION CHARGES UP. HE'S NEARLY A FIGURE OF
PURE WHITE LIGHT.
SANDMAN'S BODY MORPHS INTO HIS BIGGEST MOST THREATENING
MOUNTAINOUS FORM. HE RAISES GARGANTUAN SANDY FISTS TOWARD
SPIDER-MAN.
As Spidey gets close, he starts to slow himself down,
realizing that a direct attack might not have been a good
idea. He starts to skid-
CUT TO:
EXT. ABANDONED BUILDING, CONEY ISLAND BOARDWALK - NIGHT
THERE IS A HUGE BLAST FROM WITHIN THE BUILDING-
WINDOWS SHATTER, THE BUILDING SHAKES-
AN OBJECT ROCKETS FROM THE BUILDING A SMOKING TRAIL FOLLOWING
IT, SHOOTING OUT OF THE RANGE OF VIEW.
The object -which is Spidey, LANDS HARD- AND BOUNCING SEVERAL
TIMES TOWARD US. Spider-Man yelps with agony with every
bounce, his body smoldering.
He rolls over painfully.
SPIDER-MAN
(Groans)
..Not one of my better moments..
But I think I've got 'em on the
run..
THE FRONT WALL OF THE BUILDING BURSTS OPEN- BRICK, METAL,
WOOD AND DUST TUMBLE ONTO THE STREET.
SANDMAN ROLLS FORWARD, WITH ELECTRO'S CHARGED UP BODY NOT FAR
BEHIND.
Spider-Man gets to his feet as the two unleash a new assault.
Stunned, Spidey works to avoid the barrage of LIGHTNING BOLTS
AND SANDY PUNCHES.
The city block, mostly abandoned buildings and cars is torn
apart as the three super humans engage in battle.
ELECTRO LETS OFF A STREAM OF ELECTRICITY. SPIDER-MAN TO
DODGE TAKES OFF, RUNNING, JUMPING AND SOMERSAULTING ACROSS OF
LINE OF ABANDONED CARS AND TRUCKS. THE CARS ARE BLOWN OVER
AS ELECTRO'S BLAST STRIKES THEM.
ELECTRO
-This'll hurt less if you don't
resist!
SPIDER-MAN
I hope you'll forgive me for not
taking you at your word..
Reaching the end of the line, Sandman appears and collapses
an AVALANCE OF SAND ON TOP OF THE TIRED SPIDER-MAN. THE CAR
SPIDER-MAN HAD BEEN STANDING ON IS CRUSHED.
Spider-Man crawls free as Sandman reforms his body's
particles- But shaken, Spider-Man is too slow to dodge
another of ELECTRO'S BLASTS. Spider-Man rops to the ground.
Sandman and Electro move in.
Spider-Man fires a webline and weakly allows the snapping
momentum to pull him away.
He swings on a weak arc around the street corner and
disappears before his enemies can react.
ELECTRO
You let him get away!
SANDMAN
-Shaddup.. He's on his last legs.
He can't get far..
Sandman and Electro round the corner looking for Spider-Man.
The area is a continuation of the previous area's state.
more abandoned buildings and cars. There's no sign of Spider-
Man.
ELECTRO
Can't get far, huh?
SANDMAN
He's here somewhere..
Sandman starts flipping cars over looking for Spider-Man. He
gets to an old dump truck. He's about to tip it, WHEN IT
STARTS TIPPING TOWARD HIM- On the other side, Spider-Man is
flipping the truck. It's momentum too great for Sandman to
catch, HE REVERTS TO SAND FORM and sinks into the pores of a
manhole cover.
Electro resumes firing blasts- but he sees that his blasts
are weakening.
Spider-Man, gaining his second wind, continues to dodge
running up the street.
Electro takes time to charge his next blast, knowing he
doesn't have many left.
Spider-Man keeps moving, but his attention is on the street
beneath him. HE CAN HEAR MOVEMENT UNDERNEATH, THAT HE KNOWS
IS SANDMAN MAKING HIS WAY UP THE STREET FROM BELOW-
ELECTRO FIRES HIS HARSHEST BLAST-
AT THE SAME MOMENT SANDMAN BURSTS THROUGH AN OPEN MANHOLE
SEVERAL FEET IN FRONT OF SPIDER-MAN. ANGRY, HE'S IN HIS
GIGANTIC FORM.
SPIDER-MAN DUCKS- ELECTRO'S BLAST HITS SANDMAN- CONVERTING
HIS SANDY PARTICLES INTO FUSED GLASS- SANDMAN SCREAMS WITH
AGONY AS HIS BODY GOES THROUGH THE TERRIBLE TRANSFORMATION.
Electro is awestruck by the sight.
Spider-Man runs behind the massive glass form that was the
Sandman.
ELECTRO
-You set this up?
SPIDER-MAN
Yep. And being a thrifty little
Spider-Man, I couldn't help going
for a two-fer..
With that, Spider-Man tips over the Sandman's giant glass
body. Electro tries to run, but is caught under the shadow of
the falling body- And is finally struck.
Spider-Man, exhausted, walks foward to inspect Electro's
unconscious form underneath the Sandman's only slightly
chipped one.
Spider-Man exhales hard as he drops into a sitting position
next to his conquered foes.
CUT TO:
INT. HOSPITAL CORRIDOR - NIGHT
Just outside of May's room, Dr. Connors is speaking with
May's Doctor.
DOCTOR
Dr. Connors.. Of course I'm aware
of your reputation.. But this
treatment is untested..
CONNORS
-I know.. But we have the consent
of Mrs. Parker's nephew..
DOCTOR
..Mrs. Parker's nephew is more
than a little hi-strung.. Believe
me I know.. His judgement might
not be the best-
Connors becomes hot- He gets in the Doctor's face.
CONNORS
-You listen to me- I know a cookie
cutter like yourself klikes to
play it safe- buckled into your
luxury sedan, your house in the
'burbs- your tax shelters and
stock portfolio- But try to
remember that this isn't about
your image- this about saving
lives- We know that lady in there
hasn't got a prayer without taking
a big leap onto the next level.
So scrub-up- We've got work to do..
The Doctor looks over toward May's room. He's sees Peter,
haggard, bruised up, looking a mess, staring sadly at May.
This sight shakes him to the core. He looks back at Connors
and nods.
DOCTOR
..We've got work to do..
Connors smiles and slaps the Doctor on the shoulder. He
looks over at Peter. Peter, sensing the look turns to
Connors. Connors smiles at Peter and gives the thumbs up.
Peter smiles hopefully as Connors and the Doctor head down
the hallway.
Captain Stacy and Gwen walk up to Peter. Gwen takes Peter's
arm.
GWEN
-How are we looking?
PETER
-We've got a fighting chance.. The
Doctor is going to try Dr.
Connor's treatment..
CAPTAIN STACY
That's great.. But we have another
problem..
PETER
What now?
CAPTAIN STACY
It's Doctor Octavius.. He's at
Oscorp- holding the staff there
hostage.. Waiting for Norman
Osborn to show up, or he's
threatening to blow up the plant..
Do you think you could get to
Spider-Man again?
Peter breathes hard, he gets flushed.
PETER
(Exhausted, agitated)
Captain I- I just don't think..
Spider-Man could handle another
fight like this tonight.. He
barely survived Ock's gang..
Couldn't the Fantastic Four-?
CAPTAIN STACY
They're in space.. Or the negative
Zone.. Or whereever it is they
go.. The Avengers are on the other
side of the planet.. What worries
me is the isotopes that Octavius
stole.. If he's created a bomb-
PETER
..It could be nuclear.. Oh no..
(pause)
So.. The Wallcrawler's got a date
with Doc Ock.. I guess he's lived
a full enough life..
Peter starts down the hallway. Gwen turns to her father
racked with worry about Peter.
CUT TO:
INT. OSCORP - NIGHT
Dozens of Oscorp staff- Security guards, maintenance workers,
technicians and executives are assembled in the plant.
Fearfully, the all stare in a single direction.
Doc Ock sits behind a desk, his feet propped atop it, smoking
a cigar.
DR. OCTOPUS
Well, ladies and gentlemen.. I
guess we'll know soon enough
whether your boss truly values
you, or if it's just a slogan on
the company brochure.
CUT TO:
EXT. OSCORP - CONTINUOUS
Norman Osborn's limousine pulls up outside the plant. Inside
is Norman, Harry and Mary Jane.
SURROUNDING THE PLANT ARE ARE POLICE SQUAD AND SWAT TEAM,
NEWS CREWS, LOCAL RESIDENTS, CURIOSITY SEEKERS AND A LARGE
GROUP OF PROTESTORS, USING THIS EVENT TO COME OUT AGAINST THE
OSCORP PLANT BEING WITHIN CLOSE PROXIMITY TO A POPULATED AREA.
NORMAN
..Well, Otto couldn't have picked
a better time to make his point..
HARRY
Dad.. If you're going in there, I
want to come with you..
NORMAN
There's no point Harry.. You're
not ready to handle something like
this.. And, believe it or not.. If
anything happnes to me- you're the
future of Oscorp.. God help us
all..
Norman climbs out of the limo, leaving Harry feeling
dejected, and afraid. MJ takes his hand supportively.
Norman crosses the street and through the police barricade.
At the sight of Norman, the crowd of protestors react wildly,
shouting at him.
POLICE CHIEF
-Mr. Osborn- I've told the
Commissioner.. I'm completely
against your going in there. Let
an experienced hostage negotiator
handle this-
NORMAN
I'm not the type of man that
allows others to speak for me..
Otto Octavius.. Or Dr. Octopus as
he calls himself now- has my staff
in there.. I'm not taking any
chances with their lives.. Otto
wants me in exchange for them, so
we'll play it his way for now.
I'm trusting that once my people
are out, you'll be able to capture
him.. Before I'm dead.
Down the street, Captain Stacy drives up and parks. Gwen is
with him.
CAPTAIN STACY
..This situation isn't looking
good.. Gwen, I want you to take
the car home and wait for me..
GWEN
Not until I know for sure that
Peter is safe..
CAPTAIN STACY
There's a big crowd here.. This is
just the kind of situation that
gets bad fast..
CUT TO:
INT. OSCORP - CONTINUOUS
LONG SHOT: THE DARKENED CORRIDOR LEADING TO THE FRONT
ENTRANCE OF THE OSCORP PLANT. THE FRONT DOORS OPEN, AND
LIGHTS FROM THE POLICE BARRICADE SPLASHES IN.
Norman Osborn, alone enters the dark corridor and closes the
door shut behind him. The silence is broken by the ECHO OF
NORMAN'S FOOTSTEPS.
NORMAN'S POV- HE WALKS INTO THE DARKNESS APPREHENSIVELY.
Then- his FOOTSTEPS are greeted by the FIERCE THUD OF DR.
OCTOPUS' TENTACLES AS THEY POUND ACROSS THE FLOOR CARRYING
OCK.
Ock's expression is that of a gracious host.
DR. OCTOPUS
So nice of you to join me Norman..
Ock thrusts a tentacle forward, grabbing Norman's coat collar
and lifting him. Norman gasps.
Dr. Octopus carries Norman into the area where his staff is
held hostage.
The hostages, while remaining frightened, are enheartened at
the sight of their employer.
NORMAN
Alright, Otto.. You have me- now
let my people go..
Ock breaks into laughter.
DR. OCTOPUS
Thus sayeth the Lord?
Ock tosses Norman to the ground hard. Ock's tentacles lower
him into a crouch, close to Norman. Ock leans even more
forward, getting deep in Norman's face.
DR. OCTOPUS
(continuing)
..Don't feign benevolence with me,
Osborn. I know the dark pit that
is your soul..
Norman breathes deep, but doesn't flinch.
Ock rises on his tentacles again.
DR. OCTOPUS
(continuing)
But never let it be said that Dr.
Octopus isn't true to his word..
Of course. Your employees may go.
Hearing this, the hostages excitedly rise.
Hesitantly, fearfully they head toward to exit.
DR. OCTOPUS
(continuing; Joking)
Single file- no pushing, no
shoving..
NORMAN
Well.. I know money isn't your
motivation Otto.. So is it you
want?
DR. OCTOPUS
Want? Why nothing.. I come bearing
gifts Norman..
NORMAN
(Puzzled)
Gifts?
DR. OCTOPUS
It was so important to you and
your board of directors that I
offer proof of my theories on
fusion.. I intend to give you that
proof. Cold, hard proof..
(Pause)
Well, maybe cold isn't the right
word..
Ock's tentacles take hold of a large wooden crate- and
proceed to pull it effortlessly apart- the wooden planks
exploding across the floor.
Underneath the wood is revealed a rough mechanical
contraption. A complicated and unrefined mass of metal wires
and tubes.
NORMAN
..A bomb? I'm surprised by your
lack of subtlety, Otto..
DR. OCTOPUS
-But your simple-mindedness
doesn't surprise me.. No, Norman,
not a bomb- a fusion device- far
more powerful than anything you've
ever dreamed of..
NORMAN
Ridiculous.. How could anything
that small be stable?
DR. OCTOPUS
Who said it was stable? Power is
all that you care about.. Power is
your God.. Never science.. Never
knowledge.. And that's what I'm
giving you.. Power all you want
and more.. But I doubt you'll be
able to handle it..
Ock reaches for the metallic sphere casing. HIS TENTACLES
POP IT OPEN WITH A HISS AND RELEASE OF STEAM. WITHIN ITS
GLASS SHIELD, THE ISOTOPE GLOWS GREEN AND HOT.
DR. OCTOPUS
(continuing)
You weren't completely incorrect..
This device will explode..
But in so doing will create a
perpetual fusion reaction the
largest in history, or at least
since the end of the Jurassic
age.. 20 square miles of pure
nuclear energy raging.. Enough
energy to power the entire country
for decades..If only someone could
harness it..
NORMAN
20 square miles.. Hundreds of
thousands will die.. Millions..
DR. OCTOPUS
Again with the false benevolence?
Don't pretend to care for the
masses.. You've pumped toxins into
the atmosphere and buried them in
the Earth for years.. Look in the
mirror for the one to blame for
this.. I swore that you'd reap a
bitter crop for what you've done
to me Osborn..
Ock places the isotope with a snug compartment on his fusion
bomb.
DR. OCTOPUS
(continuing)
Now you'll get to savor your
treachery before you die..
VOICE (O.S.)
You've handled this all wrong,
Ock..
Ock and Osborn both turn in the direction of the voice.
Spider-Man emerges from the shadows, crawling along the wall
just above them.
SPIDER-MAN
..An event this big- You pre-sell
the cable rights.. Do a book
tour.. Then you destroy the
greater metropolitan area as
climax.. Where's your sense of
showmanship?
DR. OCTOPUS
You think you'll stop me, Spider-
Man?
SPIDER-MAN
I certainly hope so- You realize
what nuking New York will do to
real estate values?
Spider-Man fires a webline, which grasps hold of the isotope,
and he yanks it free of the fusion bomb.
DR. OCTOPUS
No!! Meddlesome insect!
Ock darts his tentacles at Spider-Man furiously. Spider-Man
works to dodge his attack, but his previous battle has left
him tired. He takes numerous hard blows. Ock's tentacles
also tear the wall that Spidey is on apart. Debris drops all
around, and Osborn must run for cover.
Spider-Man drops to the floor, and fires two more weblines,
snagging the metallic casing for the isotope. Continuing to
dodge Ock's assault, Spidey repleces the isotope. Taking more
and more of a pounding, Spider-Man slides the metal case to
across the floor to Osborn.
SPIDER-MAN
Osborn! Get this out of here!
Osborn nervously nods and grabs te case like a football
receiver and sprints down the corridor-
DR. OCTOPUS
-Not a very clever plan..
A tentacle grabs Norman's leg and pulls him back. He dangles
upside down before Ock. Ock's tentacles reach for the isotope-
When Spider-Man leaps in, landing a hard punch to Ock's face.
Ock is stunned- a drops Norman. Spider-Man leaps at the
falling Osborn, catching the volatile isotope before it can
be jarred, and catching Osborn in his other hand. As Spider-
Man places Osborn down, Ock's tentacles are already grasping
at Spidey and the isotope.
As Ock pulls Spidey in- Spidey uses the momentum to add to a
punch, which again rocks Ock.
Spidey fires a webline, which pushes the isotope from Ock's
grasp and slides it across the floor. Ock attempts to
retrieve it, but Spidey continues to fire short web balls
from each hand which push the isotope across the floor, ever
further out of even Ock's great reach. Ock tosses Spider-Man
aside to go after the isotope. Landing on his feet spider-
Man fires twin weblines which topple Ock. He hits the ground
hard.
CUT TO:
EXT. OSCORP - CONTINUOUS
The crowd continues to swell, unaware of the imminent danger.
Gwen looks around nervously for Peter.
GWEN
(To her father)
I can't see Peter anywhere- You
don't think he was crazy enough to
go in with Spider-Man to shoot
more pictures do you?
CAPTAIN STACY
..I don't know sweetheart..
Captain Stacy looks at the huge crowd, with a strong sense of
foreboding.
CUT TO:
INT. OSCORP - CONTINUOUS
Spider-Man and Dr. Octopus's battle continues to rage. Ock
is literally tearing the building down around Spider-Man
intending to give him no place to run.
SPIDER-MAN
So tell me Ock- do you really plan
to blow yourself up with the city
just to prove a point?
DR. OCTOPUS
It'll be well worth it-
SPIDER-MAN
But why does everyone else have to
die? What about May Parker? You
promised no harm would come to her!
DR. OCTOPUS
Don't speak to me as if I'm some
infantile psychotic! I want no
harm to come to May Parker.. But
my destiny and hers was written
long ago.. And so, you wall
crawling cretin- Was yours!
With that Dr. Octopus pulls free the support beams of the
wall Spider-Man is clinging to. The wall, the ceiling above
all shatter. Spider-Man has to make a desperate leap to
avoid being crushed- And he's snared at the leg by Ock's
tentacle.
Ock doesn't hesitate, using his other tentacles to unload a
barrge of blows on Spider-Man's face and body, pounding him
to helplessness.
DR. OCTOPUS
(continuing)
Do you see? Do you see how weak-
how worthless you are before me?
Ock begins slamming Spider-Man hard into what remains of a
wall.
DR. OCTOPUS
(continuing)
How many times must I show you
that a mere Spider-Man is nothing
against the power of DR. OCTOPUS?
Spider-Man's body slamming aginst the damaged wall further
smashes it- Until another strike brings the wall down
completely- Even Ock is surprised by this- And Spider-Man
flies free from his tentacle- and into a hole that the wall
reveals- Ock moves quickly away to avoid the avalanche of
debris.
Spider-man continues to drop into the darkness- a total of
thirty feet to the floor below.
Dr. Octopus can't see him. But he does see Norman Osborn a
few dozen down what remains of the corridor.
Norman is digging through the fallen debris- And Ock easily
guesses what he's digging for-
DR. OCTOPUS
(continuing)
Let me lend you a hand-
Ock's four tentacles toss the heavy debris as though
weightless, revealing the isotope.
Ock's tentacle grabs the metal case.
DR. OCTOPUS
(continuing)
You'e served your purpose here
Norman.. You may go.. Go and tell
the other of their impending doom..
Norman realizes there's nothing more to be done. He turns and
walks out.
CUT TO:
INT. OSCORP LOWER LEVEL - CONTINUOUS
A webline pendulums back and forth in the darkness. At the
end, a half-dead Spider-Man dangles.
Slowly- painfully slowly he begins to recover. HIS VISION IS
DOUBLED. In the darknees he sees shapes- cubes stacked one
atop the other, but can't make out what they are.
CUT TO:
EXT. OSCORP - CONTINUOUS
Norman exits the building, and hurries to the Police Chief,
as well as the City Commissioner, newly arrived. Captain
Stacy is in the grouping, and representing the Daily Bugle,
Robbie Robertson.
COMMISSIONER
(To Norman)
He released you? What's going on
in there?
NORMAN
..He doesn't need a hostage.. He's
got the whole city as a hostage..
COMMISSIONER
What do you mean?
NORMAN
He's got a nuclear weapon in there-
And he plans to detonate it.. No
room for negotiation with him..
When it blows, 20 square miles of
the city will be irradiated..
ROBBIE
My God- We've got to try to
evacuate-
COMMISSIONER
You know that's impossible.. What
can we do?
CAPTAIN STACY
What happened to Spider-Man?
NORMAN
-He couldn't stop Octavius.. He
might be dead..
Captain Stacy's face fills with guilt having sent Spider-Man
in.
CAPTAIN STACY
..Chief.. I don't think there's
any choice- You've got to send
your SWAT team in to try and take
Octavius..
POLICE CHIEF
My men are spread all over, trying
to control this crowd..
CAPTAIN STACY
..We'll have to forget the crowd
for now.. If this doesn't work,
crowd control won't matter..
The Commissioner concurs.
COMMISSIONER
He's right, chief, this is the
only shot we've got..
The Police Chief grabs his radio.
POLICE CHIEF
(Into Radio)
All team commanders report to me
immediately..
Captain Stacy turns, racked with worry and starts walking
away. Robbie follows him.
ROBBIE
(To Stacy)
What are you going to do?
CAPTAIN STACY
The only you can do at a time like
this..
Captain Stacy walks over to Gwen, unknowing of the pending
danger, still shaken with worry over Peter. Captain Stacy
hugs and kisses her.
Robbie nods understanding. He takes out his cellphone and
dials. There's an answer on the other end.
ROBBIE
..Hi honey..
There's a sad smile on Robbie's face. He reacts to a SOUND
from above.
A HELICOPTER flies over top of Oscorp and hovers.
CUT TO:
INT. OSCORP - CONTINUOUS
Once again, Dr. Octopus places the isotope in it's
compartment on his fusion bomb. He then hits a switch and the
device COMES ALIVE. LIGHTS FLASH, MACHINERY HUMS. Ock
reaches with his human hands for a control panel and enters
some commands.
A DIGITAL READ-OUT SHOWS A COUNT DOWN SEQUENCE BEGUN, SET FOR
30 MINUTES.
CUT TO:
INT. OSCORP LOWER LEVEL - CONTINUOUS
Spider-Man drops groggily from his webline, landing weakly on
the floor.
His vision back to normal, he can see that he's in a storage
room. The cubes he had previously seen, are crates.
We can see Spider-Man reacts with repulsion at what he sees.
There are strange looking devices populating the room.
Obviously Oscorp projects, all of them apparently for
nefarious use, and many of them sanctioned by the government.
He pours his hands over the crates, and begins knocking them
over.
CUT TO:
INT. OSCORP - CONTINUOUS
Dr. Octopus has a satisfied look as his device contoiues its
grim countdown.
Suddenly a cellular phone in his bag begins to ring. Ock
removes the phone and answers.
DR. OCTOPUS
-Yes.. You've arrived on
schedule.. Good. I'll be there
shortly.
CUT TO:
EXT. OSCORP - CONTINUOUS
The SWAT Team are assembled.
POLICE CHIEF
..Alright men, we only have one
chance.. you know what to do..
The SWAT TEAM CAPTAIN'S eyes are looking above at the
helicopter circling.
SWAT TEAM CAPTAIN
..Sir, what about the chopper up
there?
POLICE CHIEF
..We don't have time to dela with
that.. Start moving.
The team marches into the building.
CUT TO:
INT. OSCORP - CONTINUOUS
The SWAT team move down the entrance corridor in cover
formation, working their way around the tons of debris.
When they reach the open area, Ock is nowhere to be found.
They're only greeted by continuing countdown of the fusion
bomb, now at 15 minutes.
The SWAT Team Captain grabs his radio.
SWAT TEAM CAPTAIN
Chief- we've found the bomb, but
Octavius is nowhere in sight-
You'd better send in the bomb
squad..
CUT TO:
EXT. OSCORP - CONTINUOUS
Norman over hears the SWAT Team Captain's relay.
NORMAN
A bomb squad won't be able to
diffuse it.. Otto would have
placed defenses in the thing that
no bomb specialist would be
prepared for.. The only chance is
to get the abort code from Otto,
if there is one..
Robbie looks up at the roof.
ROBBIE
Look up there..
They all look and see that the helicopter is descending
toward the roof.
CUT TO:
EXT. OSCORP ROOFTOP - CONTINUOUS
Dr. Octopus emerges from the rooftop exit and, spotting the
helicopter walks toward it.
VOICE (O.S.)
Wow, Ock.. I'm stunned by your
lack of committment..
Ock turns and sees Spider-Man behind him.
DR. OCTOPUS
I've got no time for you!
SPIDER-MAN
Yeah, turning tail and running is
a fulltime job..
Ock thrusts his tentacles forward to attack-
Sider-Man puts everything he has left in his spent body into
a leap- he darts at Ock with bullet like velocity- landing a
haymake punch which shatter's Ock to his foundations. Ock
hits the ground hard.
Spider-Man doesn't let up- pounding Ock with all the strength
he can muster.
SPIDER-MAN
(continuing)
So, Otto after all your posturing-
you're nothing but a petty little
child- A coward- looking to kill
millions to justify your vanity-
While you escape into the night..
Who is it you're really getting
back at? Your daddy for not
hugging you enough? Your mommy
for smothering you? Your
colleagues that laughed at you?
For this May Parker and millions
of others have to DIE? Not gonna
happen buddy- Not on my watch!
Spider-Man's blows hurt Ock- but it's the sting of Spider-
Man's words that truly weaken him.
Ock manages to bring a tentacle around to grab the back of
Spider-Man's top, and fling Spider-Man off of him.
But Ock wants no more battle- his tentacles carry him
desperately toward the helicopter.
THEN SUDDENLY A WEBLINE FLIES FOWARD, SLAMMING SOMETHING ONTO
OCK'S HEAD- A DEVICE, THE WRAPS SNUGGLY AROUND IT.
Confused, Ock reaches his hands toward it to remove it- WHEN
A POWERFUL JOLT OF ENERGY RIPS THROUGH HIS BODY. Ock sreams
in agony.
Several feet away Spider-Man stands, holding a remote control.
He presses the button again- Another powerful jolt runs
through Ock's body, bringing him to his knees.
CUT TO:
EXT. OSCORP - CONTINUOUS
From below, the Police Chief and crowd can see what's
happening on the roof. The Police Chief gets on the radio.
POLICE CHIEF
-Captai Reynolds- get your men up
on the roof- Ock's is there!
Across the street, Gwen and Captain Stacy also nervously
watch.
CUT TO:
EXT. OSCORP ROOFTOP - CONTINUOUS
DR. OCTOPUS
(Gasping)
Wh-what is it?
SPIDER-MAN
A little parting gift from your
pal Osborn.. A psychic jammer..
Made I'm sure for not the nicest
of uses.. But a handy thing to
have when a you've got little tin
gods like yourself around.. Now
give me the abort code for your
fusion bomb..
DR. OCTOPUS
..Never
Spider-Man blasts him again.
SPIDER-MAN
Believe me.. I can do this all
night..
DR. OCTOPUS
..I-
Spider-Man blast him again.
Ock crumples to the ground.
DR. OCTOPUS
(continuing)
..Vitruvian.. Enter.. The word
Vitruvian..
At that moment, the SWAT Team storms onto the roof. Spider-
Man turns to them.
SPIDER-MAN
-You got that Captain? That V-I-T-
R-
SWAT TEAM CAPTAIN
-I know how to spell it webhead-
He turns to his men.
SWAT TEAM CAPTAIN
(continuing)
Schwartz and Tortelli, you're with
me.. The rest of you, secure Ock..
The Captain and the others head back into the building.
The ranking team member turns to Spider-Man, confused.
SWAT OFFICER
..Uh.. How exactly do we secure
this guy?
Spider-Man, exhausted turns to him.
SPIDER-MAN
He's not goin' anywhere as long as
I have this..
But with that- Ock snakes a tentacle forward, snatching the
remote from the hand of the tired, distracted super hero.
DR. OCTOPUS
A-ha!
Ock commands his tentacles to crush the remote as the stunned
Spider-Man and SWAT cops watch helplessly-
But- Ock is still wearing the jamming helmet- destroying the
control causes A FEEDBACK- Sending uncontrollable jolts
through Ock's body endlessly.
Ock screams horribly- His body convulses. Spider-Man tries
to move in to remove the helmet- but a tentacle knocks him
backward- not under Ock's command however- The tentacles are
now comnpletely out of control.
The swing wildly, striking anything in their path, even Ock
himself.
THE TENTACLES BEGIN TEARING APART THE STRUCTURE OF THE ROOF.
On the streest below, the crowd can hear the RUMBLE OF THE
DEBRIS AS IT SHATTERS.
AND THEN THEY CAN SEE AS IT BEGINS TO FALL.
The crowd begins to scatter wildly, bumping into each other,
trampling over each other.
On the roof, Spider-Man continues to try to get close to Ock,
with no luck.
SPIDER-MAN
(To SWAT Team)
Get out of here!
The team falls back into the building.
Ock is unconscious, but his tentacles continue their rampage,
tearing the Oscorp building to its foundations.
On the street Gwen takes her father's hand and pulls him away.
GWEN
Dad- we've got to get out of here!
But Captain Stacy's eyes are fixed-
On a child, left behind in the confusion- Captain Stacy
glances upward AND SEES A MASS OF DEBRIS FALLING TOWARD THE
CHILD-
HE DIVES- HE ROLLS- HE GETS CLOSE TO THE BOY AND SHOVES HIM
CLEAR AS THE DEBRIS FALLS ON TOP OF HIM.
On the rooftop- Ock's tentacles, no longer receiving impulses
from the unconscious Octavius come to a halt, and fall limp.
Spider-Man breathes heavily. The danger past, he surveys the
street below-
And sees Gwen hysterically trying to remove the debris from
her father, as others also run forward to help.
Without thinking- Spider-Man dives from the rooftop, firing
a webline and swinging in.
He tosses the heavy debris aside faster than a dozen people
could hope to.
Finally Captain Stacy is revealed underneath, broken and
bloodied. Semi-conscious.
Gwen crouches next to her father crying like child. Burying
her face in his chest.
Spider-Man stands over them, shaking. Beneath the mask Peter
Parker, lips quiver. He sees before him a man that he loves
dying- he remembers seeing his Uncle Ben the same way.
SPIDER-MAN
I can.. I can help him..
Gwen turns to him.
GWEN
-What?
SPIDER-MAN
I can help him- I won't fail this
time..
He reaches forward and picks him up.
GWEN
-What are you doing?
SPIDER-MAN
-I'll get him to the hospital-
It's only a few blocks away-
GWEN
-Wait!!
But Spider-Man is leaping, running up the wall of the Oscorp
building carrying Captain Stacy as gently as he can.
Spider-Man fires a webline a swings away.
Gwen watches helplessly. Robbie Robertson approaches her,
placing a supportive arm around her shoulder.
CUT TO:
Spider-Man swings over top the Hospital roof.
SPIDER-MAN
-Hang on Captain.. We're almost
there..
CAPTAIN STACY
(Weakly, coughing)
No.. Please just stop..
Spider-Man lands on the hospital roof.
SPIDER-MAN
..Just another minute..
CAPTAIN STACY
No.. No.. Peter.. please just
stop..
Spider-Man freezes hearing his name. He lowers Stacy gently
onto te rooftop, cradling him.
SPIDER-MAN
Wh-what did you call me?
CAPTAIN STACY
Peter.. There's no time left.. You
have to take care of Gwen.. You
have to be there for her.. You're
all she has left..
Captain Stacy fades. His eyes close, and he dies in Spider-
Man's arms. Spider-Man's head falls, crying.
At that moment, An emergency team, called ahead by the Police
Chief emerge from the roof top exit. But seeing Spider-Man's
state, they know there's nothing they can do.
CUT TO:
INT. HOSPITAL CORRIDOR - MORNING
Peter is a spent bullet the last few days have probably been
the most traumatic of his life. And Gwen, reeling from her
father's death walks beside him. The two cling to each other
for support.
Dr. Connors and May's Doctor await them just outside of May's
room.
CONNORS
..Good news Peter.. And you look
like you could use it.. Your
Aunt's responding well to the
treatment. We're going to have to
keep a close watch her on her but
I think she'll be able to go home
in a week or two.
Peter smiles weakly. He and Gwen enter her room.
Peter kisses May softly on the cheek. The gentle touch opens
her eyes. She makes a smile.
AUNT MAY
..Hi..
Even through her waned state she can see how heavy-laden
Peter and Gwen are.
AUNT MAY
(continuing)
..Is everything okay?
Peter looks down and then starts to speak, when Gwen cuts him
off.
GWEN
-Everything is fine.. We're just
so happy to see you okay..
May knows they're hding something, but chooses to kep silent.
She takes on one of their hands in each of hers.
CUT TO:
EXT. CEMETARY - MORNING
The crowd of mourners are walking away from Captain Stacy's
gravesite. Only Peter and Gwen remain. She stares at her
father's final resting place.
PETER
-I'm so sorry honey.. When
something like this happens.. You
try to find some meaning in it
all.. I've tried for so long now..
GWEN
There is no meaning.. There's only
blame..
PETER
..Blame? who's to blame?
GWEN
-Spider-Man..
PETER
Spider-Man? But he.. He didn't..
GWEN
..I know. I know he didn't do
anything physically to kill my
father.. I know he means to do the
right thing.. He saved the whole
city.. Millions of lives.. That's
not what I mean.. I mean Spider-
Man casts a shadow.. An aura..
That surrounds us.. Sucks the life
out of us.. He draws you in.. And
you're constantly being hurt.. He
drew my father in.. and he's dead.
Spider-Man is like a curse..
Peter feels her words on a level far deeper than she can
conceive.
PETER
I've said that too.. That Spider-
Man is a curse.. A gift and a
curse.. And no one can know the
truth of that more than me.. But
Gwen- You also have to know that
Spider-Man never meant your father
any harm.. He feels nothing but
love and admiration for your
father.. And you..
GWEN
How can you..
Gwen's eyes begin to widen.
PETER
Because it's true.. What you
believed.. What he believed..
(Pause)
I'm Spider-Man..
GWEN
..P-Peter.. W-Why didn't you tell
me?
PETER
..I've rolled that question over
in my mind all this time..
Why- Why couldn't I tell you- You-
The one I trust more than anyone?
Sure.. at first I told myself that
you knowing the truth would
endanger you somehow.. But I've
always known deep inside that that
wasn't the reason.. But I think,
over these past few weeks I've
realized why I've been afraid to
tell you. You see- you've been
there from the beginning.. The day
an irradiated Spider bit me, you
were there.. Before that happened,
I could never approach you.. But
after it happened.. After I became
Spider-Man, I was different.. I
used to be bullied.. terrified.
But suddenly I was facing down
people with monstrous power..
Suddenly I believed in myself
enough to do things I never could
before. I could talk to you..
Eventually we fell in love and
started looking forward to a life
together..
GWEN
..So is that it? That you think
we couldn't have a future with you
being Spider-Man?
PETER
-Well sure- that was part of it..
But not the whole thing.. You see-
The Peter Parker you fell in love
with is Peter Parker after Spider-
Man.. The Peter Parker because of
Spider-Man.. And I realized that
if you learned the truth- you'd
realize that it wasn't me you
loved.. That if it hadn't been for
Spider-Man, you could never love
me.. But then also because of
Spider-Man, you'd have no future
with me.. So the only choice I'd
have then was to let you go.. And
I couldn't face that.. So I've
spent all this time trying to
delay the inevitable.. And now..
here it is..
Gwen's head is sunken.
GWEN
..I can't believe it.. I can't
believe any of it.. I guess when
you're in the middle of all of
that you can't see the bigger
picture..
PETER
-What do you mean?
GWEN
I've talked to my father
constantly about Spider-Man.. and
There's one thing that he always
said.. That Spider-Man always went
beyond his power.. That Spider-Man
always faced odds greater than he
could physically withstand.. Even
the day my dad died.. You fought
six of the worst criminals ever..
And kept on fighting till everyone
was safe.. That wasn't Spider-
Man.. That was Peter Parker. It
doesn't matter what you got from
being bitten by a spider.. The
most important things that make
Spider-Man who he is was already
inside of you.. The guy that I
couldn't walk away from no matter
how inconsistent and irresponsible
he was- was already there.. And I
guess.. When my dad did what he
did to save that little boy.. I
know that was who he was.. But
maybe he was a little inspired by
you.. Maybe.. Spider-Man isn't a
curse.
Peter is stunned by Gwen's words. He grasps her hands, and
leans forward resting his face on their clasped hands.
PETER
..Finally.. Finally someone
understands.. And who else would
it be but you..
Gwen nods, tearing.
PETER
(continuing)
..So.. Where do we go from here?
Gwen exhales heavily.
GWEN
(Pause)
Nowhere.. At least for now..
PETER
(Stunned)
But.. You said..
GWEN
..I do.. I do understand.. And I
love you Peter.. But all of this..
Dad's death.. Learning about you..
It's just too much, too soon.. I
have to have time to process it..
To figure out what I'm going to do
with the rest of my life.. If I
can have future with Spider-Man..
Peter is shattered.
GWEN
(continuing)
My Uncle Arthur has asked me to
stay with him and his family in
London for awhile.. I think it's
the best thing..
Peter nods sadly. Gwen kisses him, and turns and walks away.
Peter watches her sadly.
DISSOLVE TO:
EXT. NEW YORK CITY - DUSK
As the sun sets, Spider-Man swings over the city that is
again in his debt, yet still fears and hates him.
SPIDER-MAN (V.O.)
..I win- I lose- I win I lose.. I
save Aunt May.. But Captain Stacy
dies.. I defeat the Sinister Six,
but Gwen leaves me..
Spider-Man swings into a perfect landing on the side of a
building. He looks out over the city.
SPIDER-MAN
..Is this what it will always
mean.. To be the Amazing Spider-
Man?
PULLBACK TO AN AERIEL SHOT FLYING AWAY FROM SPIDER-MAN AS HE
GETS FURTHER AND FURTHER AWAY.
FADE OUT.
THE END
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