Return to Simply Scripts

This screenplay is copyrighted to its author. All rights reserved. 
This screenplay may not be used or reproduced without the express 
written permission of the author.

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

                                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 o