web of spider-man
TRANSCRIPT
WEB OF SPIDER-MAN
By
Lee Cordner
Based upon characters created by
Stan Lee and Steve Ditko
Copyright (C) 2013
This screenplay may not be
used or reproduced without
the express written consent
of the author.
Luis De los Rios
Stormbreaker Comics
Ironwing Entertainment
FADE IN:
INT. VAULT - NIGHT
Security systems in effect. Lasers, cameras, the works.
A pedestal sits in the center of the room. Upon which lies
an emerald gemstone.
HAWK (30, white) in full tactical gear and mask, descends on
a rappel line upside down from an open window above.
He stops above the lasers. Taps on his wrist CPU.
HAWK
I have eyes on the prize.
Proceeding with mission.
INSERT: CPU SCREEN
Code scrolls down the left side faster than the human eye
can read.
A message pops up: "SECURITY SYSTEMS DISABLED. GHOST IN
EFFECT"
BACK TO SCENE
The lasers disappear. The cameras shutdown.
Hawk descends.
He lands, detaches the rappel line. He surveys the gem.
He opens a control panel on the pedestal. Splices wires,
sparks fly.
The gemstone drops.
He picks it up. Holds it between finger and thumb.
HAWK
Control, she is beautiful. I have
the stone.
He clips the rappel line on. Then zips up.
2.
EXT. ROOFTOP - NIGHT
Hawk closes the window.
He heads to the edge of the building, he is in the Middle
East.
Down below, a Taliban outpost.
Hawk scans the skies.
A distant blinking light twinkles like a star in the dark
sky.
EXT. SKY - NIGHT
A LEVITATOR (helicopter without rotors) flies over the vast
desert on approach to the outpost.
It turns invisible.
BIRD (V.O)
I have you in my sights.
EXT. ROOFTOP - NIGHT
Hawk walks to the helipad.
The Levitator reappears, already landed. Its door opens.
BIRD (29, white) a woman under the same guise as Hawk,
pilots the Levitator.
BIRD
Need a ride?
HAWK
You read my mind.
BIRD
Hop in. We’re outta here.
INT/EXT, LEVITATOR/DESERT - NIGHT
A few hooded MEN usher reined CAMELS across the desert.
The Levitator shadow crawls along the sand.
Bird navigates, pressing various buttons.
3.
Hawk inspects the gemstone. He stuffs it in a small box,
then locks it in the safe.
HAWK
How are we doing?
BIRD
We are clear of radar. No need for
the cloak and dagger now.
She removes her mask.
MARY PARKER (29, white) beautiful, a songbird with red hair.
He removes his mask.
RICHARD PARKER (30, white) dashing, quaffed hair,
respectable looking.
HAWK/RICHARD
Feels good to breathe non-filtered
air.
BIRD/MARY
Agreed. Security tight back there?
RICHARD
Standard three-key compound lock.
Difficult, if you’re new to
breaking in.
She smirks.
The radio CRACKLES to life.
SHIELD AGENT (O.S)
(via radio)
Fahrenheit, do you copy?
Richard grabs the radio transmitter.
RICHARD
This is Agent Hawk, we copy your
transmission, over.
SHIELD AGENT (O.S)
Copy that, Agent. Drop off point
has been uploaded to your nav
system.
Richard taps on his wrist CPU.
4.
RICHARD
Copy, we got it.
Richard taps on the Levitator’s GPS, setting a course.
SHIELD AGENT (O.S)
See you soon. Out.
Richard hangs up the transmitter.
RICHARD
You good?
MARY
Yeah. Just... we did it, it’s over.
RICHARD
It’s not over...
BEEPING, erratic, like an alarm goes off.
Richard looks at the dashboard screen.
RICHARD
Incoming missile. Evasive
maneuvers.
A missile soars across the skies trailing fire and smoke in
its wake.
Richard taps on his wrist CPU.
The safe opens.
He contains the box with the gem, wrapping it in some sort
of air bubble.
Mary rips the stick left.
The Levitator takes an abrupt turn left.
The missile gets closer, breaks apart to form smaller ones
that swirl around it.
RICHARD
Base, this is Fahrenheit, we have a
missile locked on our ass.
Proceeding with plan B.
Richard dumps the air bubble out the side. He spots the
missile, and the smaller ones.
5.
RICHARD
Crap.
He straps himself in.
MARY
Ri...
RICHARD
I know.
They grip hands and lock eyes.
The missile explodes as it strikes the Levitator.
Chunks of metal fall from the sky under a blaze of fire.
The air bubble floats down, landing on a dune of sand a fair
distance from the wreckage.
CUT TO BLACK:
ON BLACK:
Webbing shoots across the darkness.
Electricity courses across the webbing.
SUPER: WEB OF SPIDER-MAN
FADE IN:
EXT. MIDTOWN HIGH - DAY
STUDENTS gather outside the main building.
GEEKS stand by the gates reveling as they show off their
latest projects.
JOCKS compares egos, AKA cars in the parking lot.
PETER PARKER (17, white) a shy boy with a hood over his
head, marches toward the main building.
Students aim looks at him as he passes.
PETER (V.O)
I get that every day. Some, halfwit
staring down their nose at me like
I’m some sort of outsider.
Peter walks up the steps as a SKATER (18) grinds down the
railing.
6.
PETER (V.O)
High school. A jungle. Kill or be
killed. Or be like me and stay
quiet. Still, you get noticed if
you say nothing.
A football smacks Peter in the head, knocking him to the
ground.
Peter groans, holding his head. He shoots a look across the
quadrangle at --
FLASH THOMPSON (18) a muscular jock with more muscles than
brains, laughing at Peter.
PETER (V.O)
That’s, Flash Thompson, most known
kid in school. Completed eighty
nine passes, scored over two
hundred points... probably the only
thing he’ll ever succeed at.
CHAD (18) grabs the football, looks at Peter. He steps over
him.
Peter watches as Chad rejoins Flash and company.
PETER (V.O)
I don’t mean, to be mean, but,
Flash is one of those bullies that
even the bullies fear. So, he’s not
a nice guy.
The bell RINGS.
Peter drags himself off the floor, putting on his glasses in
the process.
INT. MIDTOWN HIGH - DAY
Lockers line the walls.
Jocks march through the corridors. Geeks steer clear of
them.
Peter stops at his locker, sighs.
Upon the locker sits the word "doofus".
Flash winks at Peter with a sly grin on his face.
Peter shakes his head, opens his locker.
7.
PETER (V.O)
I can’t wait to get out of this
place. It’s torture. I just need to
be something else instead of the
kid no one likes... and loves to
hate.
Peter walks alone, as if he’s the only student in school.
He turns a corner and bumps into --
GWEN STACY (18) a stunning beauty with sunflower yellow
hair.
PETER
Err... I... Err...
They try to maneuver past one another, but keep going the
same way.
Gwen giggles.
Peter smiles, nervously.
GWEN
I’ll go left.
Peter nods.
They go left, avoiding one another.
Peter looks over his shoulder at Gwen as she walks to a
classroom.
She looks back at him for a beat, a smile, and then walks
into the classroom.
PETER (V.O)
That was, Gwen Stacy, the should-be
head cheerleader, but the too-smart
to be caught dead in a
cheerleader’s outfit type.
Beautiful. Intellectual. The
perfect specimen of a woman in the
making. I wish I had the courage to
talk to her without fumbling my
words.
Peter turns around and bumps into Flash.
FLASH
Watch in, Freak!
Flash stuffs Peter into a locker, slams the door shut.
8.
The corridors empty.
Flash laughs as he and his buddies walk off.
PETER (O.S)
Hello?
Peter BANGS on the locker door from inside.
PETER (V.O)
Yep. That’s me. Puny Peter
Parker... currently residing in
Flash’s locker... and what is that
smell?
INT. MIDTOWN HIGH - CLASSROOM - DAY
Biology stuff all over the place.
A human DNA structure sits on a cluttered desk.
CURT CONNORS (41, white) a nice looking guy with one arm
writes "photosynthesis" on the board.
Peter sits in the front row with Flash one side and Gwen the
other.
Flash uses a pee-shooter to annoy Peter.
One by one, crumpled paper balls strike Peter in the face,
the ear and the eye.
CONNORS
Mr Thompson!
Flash hides the pee-shooter, snaps to attention like a
soldier.
FLASH
Sir?
CONNORS
Can you tell me what the word on
the board implies?
Flash looks at the word. He smirks.
FLASH
You take a photograph of synthesis,
Sir.
Students laugh.
9.
Connors smiles, lays the chalk on the desk and approaches,
Flash.
CONNORS
Playing football must have damaged
your neural capabilities.
Students chuckle.
CONNORS
Photosynthesis, Mr Thompson, is
when green plants and some organic
matter intake sunlight to
synthesize foods from carbon
dioxide and water. But then if you
were paying attention rather than
antagonizing, Peter, you would know
that. It is also on the first page
of your biology book.
Flash seems befuddled and embarrassed.
Connors winks at Peter, returns to the board.
Peter smiles, looks at Gwen.
She smiles at him, making him nervous, and then goes about
jotting down notes on her pad.
PETER (V.O)
Doctor Connors is one of the most
renowned biologists in the world.
He’s also my friend, says I have a
bright future in science.
Connors underlines the word on the board, then sits at his
desk.
A model lizard sits by his computer.
Flash kicks Peter’s ankle.
FLASH
(whisper)
I need you to help me with
something.
PETER (V.O)
Oh, here he goes again, first he
stuffs me in a locker, now he wants
my help. How typical.
10.
FLASH
Can you do my homework?
PETER (V.O)
Wow, he actually asked nicely.
Peter nods in approval.
Flash smirks, goes about reading his biology book, seems
stumped at the first page.
The bell RINGS.
EXT. MIDTOWN HIGH - DAY
A few students sit on the grass eating lunch.
Peter sits alone at a table under a tree. He surveys a
distant Gwen, by the parking lot.
PETER (V.O)
Just go and talk to her. She’s
right there. Go and say hi or...
anything. Get up, Peter...
A few friends join Gwen. They walk off together.
PETER (V.O)
Way to go, Pete. Idiot.
Peter leaves the table, pulling his camera out of his bag in
the process.
He walks across the school. Taking pictures of anything that
takes his interest.
He stops at the gate and looks to the sky.
The sun hangs between skyscrapers, a beautiful sight.
He pulls up his camera, takes a photo.
PETER (V.O)
All I want is to do something with
my life. To be someone. For now
though, I’m just me...
The bell RINGS.
Peter fans in with students, approaching the main building.
11.
EXT. OSCORP INDUSTRIES - DAY
A huge oval building has the word "OSCORP" in bright neon
lights at the top of a seventy-floor skyscraper.
The perimeter is surrounded by a large chain-link,
barbed-wire fence.
Cars fill almost every slot in the giant parking lot.
Two SECURITY GUARDS stand by the booth at the gate,
chatting.
An electrician’s van pulls up to the gates.
A Security Guard presses a button.
Slowly, the gates open.
The electrician’s van drives in and parks up in an empty
slot by the main building.
MAXWELL DILLON (34, white) a rather goofy looking guy with
glasses and an electrician’s outfit, steps out of the van
with a smile.
He opens the back and fishes out a toolbox, then slams the
door shut.
He approaches the main building, looks up at the seventy
floors.
A DOORMAN (30s) watches Dillon with an odd look on his face.
Dillon flashes his New York Electricity Department badge
like an FBI guy.
DILLON
Maxwell Dillon, New York
Electricity Department. I’m here
to...
Doorman opens the door.
DILLON
Thank you.
12.
INT. OSCORP INDUSTRIES - RECEPTION - DAY
Dillon enters, looks around in awe.
Large screens sit around the hexagonal reception, it looks
like a hive.
Each screen shows a different department of Oscorp.
A large statue of NORMAN OSBORN sits in the lobby,
stretching high up to the fifth floor.
Dillon looks at a painting on the wall, reaches out.
RECEPTIONIST (O.S)
Please don’t touch that.
He retracts his hands and locks eyes with --
RECEPTIONIST (28) a buxom beauty in a revealing blouse.
RECEPTIONIST
Can I help you, Sir?
DILLON
Ah, yes...
He proudly flashes his badge.
DILLON
Maxwell Dillon, New York
Electricity Department. I’m here to
check your power grid. Heard you
had a malfunction.
RECEPTIONIST
They sent you?
She surveys him, his clothing is a bit "civilian" for her
taste.
DILLON
Were you expecting someone else?
RECEPTIONIST
(obviously expecting someone
else)
No. Right this way, Mr Dillon.
She leads him ahead.
13.
DILLON
Call me, Max.
EXT. MIDTOWN HIGH - FOOTBALL FIELD - DAY
Physical Eduction takes place.
Peter seems out of place, wearing shoulder pads far too big
for him.
Flash collaborates in secret with his friends, aiming a sly
look at Peter once every so often.
COACH ANDERSON (50) a right old sports nut, walks between
Flash and his band of hopped up footballers and Peter’s band
of misfits whom have no place on the field.
COACH ANDERSON
Keep it clean. For the love of God,
no cut-downs or sacks. Keep it nice
and easy. Bring it in.
Flash, confidently approaches, a smug look on his face.
The misfit crew shove Peter into the fray.
Flash and Peter come face to face, though Peter is half
Flash’s size.
COACH ANDERSON
Call.
FLASH
Go on, Parker. Make the call.
PETER
(nervous)
Heads...
Anderson flips the coin. It lands in his hand.
COACH ANDERSON
Tails. Flash, take point. Parker,
you’re on defense.
Flash smirks, returns to his team.
Anderson walks off, grabs a football and chucks it to Flash.
Peter returns to his misfit team.
14.
PETER
Remember what the coach said, nice
and easy.
Flash and his team huddle.
FLASH
Screw what the coach said, we go in
hard, cut them down, break them
in-two. No remorse.
CHAD
I got, Parker.
FLASH
Leave him to me.
Chad smirks.
Flash holds his hand out.
His team place their hands upon one another.
FLASH
On three, one, two...
FLASH’S TEAM
(as one)
TIGERS!!!
Flash takes up the quarter back position.
Peter does the same, looking more nervous than ever before.
Anderson blows the whistle.
FLASH
Blue 28. Blue 28. Hut!
Flash receives the ball.
His team sacks the opposition.
Flash throws the ball toward Peter.
Peter tries to catch it, fumbles it and scrambles to pick it
up.
Flash sacks him with a wicked tackle.
PETER (V.O)
Okay... that hurt.
Flash looks at Peter, a squashed grape beneath him.
15.
FLASH
Having fun, Parker?
Flash laughs, steps away. He slaps hands with his team.
Peter groans, pulling a very painful anguishing expression.
FLASH
Get up, Parker!
PETER (V.O)
I think I’ll just lie down for a
bit... ow...
INT. OSCORP INDUSTRIES - POWER ROOM - DAY
Large generators sit around the room. Wires going in and
around them.
Dillon sits his toolbox on the floor, scratches his head.
The Receptionist watches him, wondering.
RECEPTIONIST
Are you new to this?
DILLON
No. I’ve been doing this ten years.
Just never seen a set-up quite like
this before.
RECEPTIONIST
Gerry, usually turns up when we
call. Is he okay...?
DILLON
Gerry is sick. Caught a nasty
stomach bug on holiday so you’re
stuck with me.
He kneels down before a power grid, surveys the wiring.
DILLON
Who wired this grid?
RECEPTIONIST
Gerry did, why, is it wrong?
He sifts through the toolbox, pulling a pair of wire cutters
and an electric screwdriver.
He loosens the screws around the maintenance panel.
16.
DILLON
I will be all right by myself,
Miss.
RECEPTIONIST
It’s nothing personal, just, Mr
Osborn doesn’t like leaving
visitors unattended.
DILLON
I see. Well, could you lend me a
hand?
RECEPTIONIST
With what?
DILLON
Could you hold this?
She walks over, holds the screwdriver in place.
He rummages through the toolbox, pulling out an electrical
power device. He taps on the screen.
DILLON
Hmm... odd.
RECEPTIONIST
What is?
DILLON
Do you have a sub-basement by
chance? Only I’m getting a reading
here from below the building.
She shrugs no idea.
RECEPTIONIST
Is that an issue?
DILLON
I think your power problem is not a
problem at all. Someone is
siphoning your power off to an
external outlet. Hence the
fluctuations.
RECEPTIONIST
And in English?
He chuckles, running his finger down the touch screen
device.
She giggles.
17.
DILLON
Someone is stealing power from you.
RECEPTIONIST
Can you stop them?
DILLON
If you have access to the point of
origin, then yes, I can.
RECEPTIONIST
Where would that be?
DILLON
Level B-2.
RECEPTIONIST
That’s the laboratories, I’m not
authorized to enter there. Can you
do it from here?
DILLON
I could, but it would require
cutting power to the whole building
and half of the city. My way is
quicker.
RECEPTIONIST
We can’t lose power, we have
projects that need it 24/7.
DILLON
Your call... What was your name?
RECEPTIONIST
Abby Taylor.
DILLON
Well then, Abby, the ball is in
your court.
EXT. PARKER HOUSE - NIGHT
A messy neighborhood hosts only one well-kept respectable
looking house.
Peter walks up to that very house, entering through the side
door.
18.
INT. PARKER HOUSE - KITCHEN - NIGHT
The oven is on. The kettle boils on the rings on top of it.
Peter enters, sits his bag on the table and opens the
fridge.
He browses, then pulls out a can of soda pop. Cracks it
open, swigs.
MAY (O.S)
Lift it a little higher.
BEN (O.S)
I am. We need a taller ladder.
MAY (O.S)
No, you need bigger legs.
Peter smiles, heads through the archway into --
INT. PARKER HOUSE - LOUNGE - NIGHT
An old 32" tube TV sits on the cabinet.
AUNT MAY (61, white) a delicate petal of a woman, holds the
ladder steady as --
UNCLE BEN (65, white) a strong man past his strong days,
tries to fit a bulb in the light fixture.
Peter looks on from the archway.
MAY
Twist it.
BEN
I am twisting. It doesn’t fit. Are
you sure you got the right size?
MAY
Don’t you question me, Ben Parker.
I know what to buy.
Peter chuckles.
May looks over at him, her expression shifts to happy.
MAY
Hi, Peter. Good day at school,
dear?
19.
PETER
(indifferent)
Same old. You two having fun?
BEN
(struggling)
No. This darn bulb is not the right
size. Your aunt bought the wrong
one.
MAY
I did not. You just can’t get it in
the hole.
Peter snickers, almost spitting out his soda.
MAY
That came out wrong. What I meant
was...
BEN
He knows, May. Don’t scar the boy.
She swats Ben in the legs with a newspaper.
He laughs, climbs down the ladder.
BEN
Give it a try would you? My back is
giving me aches.
PETER
Sure, Uncle Ben.
Peter takes the bulb, scales the ladder.
May holds the ladder steady, watching as Peter fits the bulb
in.
PETER
Try it now.
May walks to the switch, flips it.
The light turns on.
BEN
Well, I’ll be damned. I’m sorry I
doubted you.
MAY
As you should be.
They both smile.
20.
Peter climbs down as...
The power goes out. Everything turns off.
Ben sighs, shoots May a look of concern.
BEN
What voltage did you get?
MAY
The box is right there, Ben.
Ben picks the box up, reads.
BEN
Well, the voltage is right. Not
your fault after all.
May looks out of the curtains.
MAY
The whole street is out.
PETER
Must be a fault at Oscorp.
BEN
Third one this week. Most efficient
power in the world, what a load of
sh...
MAY
Language.
BEN
Well, they deserve it. False
advertisement to sucker you in,
then we get this.
He takes a breath.
BEN
I’ll get the candles.
He walks away.
Peter smirks, folds the ladder and carries it into the
kitchen.
MAY
Peter, how does the meatloaf look?
The oven door opens from OS. Coughing from OS.
21.
PETER (O.S)
Err... crispy.
INT. OSCORP INDUSTRIES - POWER ROOM - NIGHT
Dillon sits on his knees in front of the wiring, screwdriver
in mouth.
Receptionist/Abby walks in with a tray, upon which lies two
cups of tea and some biscuits.
RECEPTIONIST/ABBY
Thought you could use a break.
He sits the screwdriver down. Then stands up.
He takes his tea, and a biscuit.
DILLON
Thanks, Abby.
ABBY
You’re welcome, Max.
He bites into the biscuit, takes a sip of tea.
She sits the tray down on one of the cooling towers.
Liquid drips from the tray onto the side, near exposed
electrical wiring.
She walks to him, tea in hand.
They stand by the window, looking out across the city.
DILLON
So peaceful out here at night. I
can see why Mr. Osborn chose this
place.
ABBY
I like the sounds of the city. It
makes me feel alive, if you know
what I mean.
He shoots her a look.
DILLON
Why are you so nice to me?
She takes a sip of tea.
22.
DILLON
A lot of women sneer at me, think
I’m some sort of hideous monster.
ABBY
You’re a human being, Max. Not a
monster.
DILLON
Wish my ex saw me the way you do.
ABBY
What happened to split you up?
He sits the tea down, then pulls his sleeve up, revealing
hideous burn scars.
ABBY
God.
DILLON
I was working on power lines a few
years ago. Thought I turned off the
power. A small spark sent me into
the generator. I nearly died.
Doctors said I was lucky to be
alive. An act of God, they said.
She touches the scars, then looks at him.
DILLON
It doesn’t hurt anymore. But I look
at it, every night, knowing it was
the thing that caused her to leave
me.
ABBY
You’re a miracle man. She don’t
know what she left behind. You’re a
nice guy, Max. You deserve better.
She moves closer.
He recoils, returns to his work as if he is scared by the
thought.
ABBY
Sorry.
DILLON
Don’t be. I should finish this up
though. Maybe we can continue this
another time?
23.
She considers.
DILLON
Dinner... my treat.
ABBY
Sounds good.
She jots down her number, hands it to him, then walks to the
door.
ABBY
Night, Max.
DILLON
I thought your boss didn’t like
leaving visitors unattended?
ABBY
I trust you enough. See you soon?
DILLON
Sure.
She leaves.
He picks up the screwdriver, takes off another maintenance
panel.
Liquid cascades down the side of the cooling tower across
from him.
A spark ignites.
INT. PARKER HOUSE - PETER’S BEDROOM - NIGHT
Well-kept, on the computer side of the room. Clothes sit
everywhere else.
Candles illuminate the room.
Peter sits on his bed, reading a book under the candlelight.
He reaches the end, closes the book, then stacks it on top
of several other books.
Thunder crashes outside.
Rain tinkles against the windows.
Whips of lightning strike outside the window.
Peter gets off the bed, walks to the window and gazes out.
24.
The street is empty.
Peter scans for movement, he squints.
A MAN stands over by the alleyway, wearing a hat that
obscures his face, and a long black coat.
Peter looks at the Man. He seems to recognize the Man.
A whip of lightning causes Peter to close his eyes for a
split second.
When he opens them again and looks, the Man is gone.
INT. PARKER HOUSE - ATTIC - NIGHT
Boxes and such sit all over the place.
Cobwebs dangle from the ceiling, wrap around the rafters.
The attic door lifts for a moment, then drops, then lifts
again.
Peter pokes his head through. Flashlight in hand, he shines
the light along the walls.
He groans as he pulls himself into the attic.
He avoids the webs as best he can, maneuvering toward dust
covered boxes at the back of the attic.
He blows dust off a box, then opens it.
Inside rests photos of his parents, various trinkets,
magazines, a comic book with the title "BUGMAN" on its
cover.
He digs deeper into the box, pulling out a small box and an
empty jar with a "hazard" warning on its exterior and
webbing inside.
PETER
Weird...
He tosses the jar aside and sits on a rafter, gazing at the
box.
Peter opens the box, inside are various folded notes,
letters and a spectacle case.
A red and black spider crawls along the ceiling, resting
above him like a predator waiting to pounce.
25.
Peter unfolds various letters, glancing them over before
opening the spectacle case.
He pulls a pair of horn-rimmed glasses out, takes his own
off and tries them on.
PETER
How did you see anything out of
these, Dad?
He sets them back in the case, then grabs his glasses and
puts them on.
The spider descends on a fine web over Peter’s head.
PETER
What is this stuff?
He pulls a container out of the box, inspecting it. He opens
the container.
Inside the container rests more folded letters.
He reads a few.
PETER
(reading)
Another energy spike in the pacific
northwest... Two readings in the
Antarctic... Incoming transmission
from Vector Five... what the heck
is vector five?
The spider lands on his shoulder, crawling down his arm
toward his wrist.
He doesn’t notice, too occupied with reading letters.
PETER
Stra...
The spider bites his wrist.
He flinches, dropping the letters and causing the spider to
drop off, which he never sees.
The spider scurries into the darkness.
Peter looks at a small red dot resting firmly on the inner
side of his wrist.
26.
PETER
Damn, what was that...?
INT. PARKER HOUSE - BATHROOM - NIGHT
Peter runs the cold tap over his wrist, scrubbing away at
the wound with a flannel.
He turns the tap off, sits on the toilet and wraps the
flannel around his wrist.
A knock on the door startles him.
UNCLE BEN (O.S)
Pete, can I get in there? It’s
rather urgent.
PETER
Number one or two?
UNCLE BEN (O.S)
Three!
PETER
Oh...
INT. OSCORP INDUSTRIES - POWER ROOM - NIGHT
Dillon splices wires, sparks fly.
He re-attaches the wire covering and fits the wires into the
panel.
He screws the panel back on, then grabs the electrical
device.
DILLON
Let there be light.
He taps the screen.
The power grid comes online, red lights turn green.
He smirks, sets the device in the toolbox and closes it.
He sniffs, searches for the smell, and comes into eye
contact with a fiery cooling tower.
DILLON
Damn it!
27.
Dillon opens his toolbox, pulls out the electrical device
and taps the screen as quickly as he can.
The systems do not go offline.
DILLON
What?
INSERT: DEVICE SCREEN
"MALFUNCTION: SYSTEMS NON-COMPATIBLE"
BACK TO SCENE
Dillon frantically pulls wires out of the power grid.
A small river of sparks courses up the wiring.
The light fixture explodes, sparks rain down on Dillon.
He pulls the main cord, ZAAAAAAAAAP!!!!!!
A surge of electrical energy courses through Dillon’s body.
He convulses, gripping the main cord with a twitching,
smoking hand.
A bolt of electric sends him flying into the electrical
wiring across the room.
Sparks fly.
Dillon SCREAMS!
The electricity goes out.
Dillon falls, front first, to the ground in a heap. His
outfit burnt, his skin scarred.
INT. PARKER HOUSE - PETER’S BEDROOM - NIGHT
Peter is asleep, but his body is active.
His hands clench the bedsheets.
His neck muscles tense, veins almost pierce through his
skin.
28.
INT. PETER’S BODY - VEINS
Blood cells flow through the veins.
Small web strands attach to them, cause them to splice
together.
The webbed cells flow through into --
INT. PETER’S BODY - HEART
The webbed cells course into the heart.
The heart pumps, faster and faster until -- it stops.
INT. PARKER HOUSE - PETER’S BEDROOM - NIGHT
Peter sits up and gasps!
BOOM, BOOM, BOOM, the rhythm of life begins to beat once
more.
He presses his hand to his chest, feels the heartbeat
pounding.
His eyes roll back and he falls unconscious.
MORNING
Birds chirp outside the open window. One lands on the
windowsill and caws.
Peter’s eyes burst open, the pupils dilate.
He groans as he sits up, scratching his neck in the process.
He yawns, hands cupped over his mouth.
Standing up, he notices something strange and looks down.
His abs are solid, like a Greek God.
PETER (V.O)
Where did these come from?
He bends his arm, looking at the mountain of muscle on his
bicep.
29.
PETER (V.O)
Whoa... Am I dreaming?
He grabs his glasses, putting them on.
PETER (V.O)
Whoa, blurry vision...
He takes the glasses off, chucking them on the bed with
confusion etched on his face.
PETER (V.O)
This can’t be real. Nope, can’t be.
Pinch yourself.
He pinches himself, remains where he is.
PETER (V.O)
Definitely not a dream.
INT. PARKER HOUSE - BATHROOM - DAY
Peter enters, closing the door quietly, sneaking about the
place.
He slowly approaches the mirror.
His reflection shows a chiseled face, no bad features
whatsoever. He looks like a male model.
PETER (V.O)
Oh my god... I’m a... jock.
INT. PARKER HOUSE - PETER’S BEDROOM - DAY
Peter grabs a pair of pants and tries to put them on, but
they don’t fit.
He throws them on the floor, grabs a shirt and tries to put
it on.
The shirt sleeves rip due to his arms being so big.
PETER (V.O)
This is not good. I can’t walk to
school naked.
He grabs a t-shirt too big for him and puts it on.
It is baggy as all hell, but it fits him nicely.
He grabs a pair of shorts, puts them on and stands still.
30.
He looks like a right goofball.
PETER (V.O)
Now I gotta get out of the house
without them seeing me.
A knock at the door causes him to kick the bed leg.
He hops around in pain, grabbing at his foot.
MAY (O.S)
Peter, are you ready for school
yet?
PETER
(deeper voice)
Yeah.
MAY (O.S)
Are you feeling okay? You sound
like you have a cold coming on.
Peter clears his throat.
PETER
(voice back to normal)
Yeah, just had a bit of phlegm,
it’s gone now though.
MAY (O.S)
Okay, well, hurry up or you’re
gonna be late.
PETER
I’ll be down in a minute.
PETER (V.O)
Oh crap, what am I gonna do? I
can’t let them see me like this,
they’ll think I’m a body
snatcher... window.
Peter grabs his shoes and backpack, then heads for the
window.
He lifts the window and looks outside.
Horror crosses his face.
Uncle Ben is mowing the lawn, completely oblivious to Peter.
31.
PETER (V.O)
Oh, great. You had to be mowing the
lawn right at this moment.
Peter returns to the closet. He pulls out a fisherman hat
and sticks it on.
PETER (V.O)
Okay... you can do this, just,
sneak by her. She won’t notice.
INT. PARKER HOUSE - UPPER HALL - DAY
Peter’s door creeps open.
He slowly walks out, hugging the wall as he proceeds down
the hallway.
He stops at the banister. Looks down.
May heads into the dining room below.
Peter takes the chance, step-by-step he descends.
PETER (V.O)
Please, stay where you are.
He stands on a creaky floorboard, grimaces.
PETER (V.O)
Crud... don’t move, Peter.
May heads into the lounge, not noticing him on the steps.
She takes a seat and pulls up a newspaper.
Peter creeps down the steps into --
INT. PARKER HOUSE - LOUNGE - DAY
Peter moves about like a secret agent, using the couch as
cover to get to the front door.
The door opens.
Peter bolts into the kitchen as --
Ben walks through the door, lawnmower in hand.
32.
BEN
This darn thing is giving my back
havoc. When is Osborn putting the
power back on?
MAY
I’ll turn on the TV and find out.
Ben smirks.
INT. PARKER HOUSE - KITCHEN - DAY
Ben enters the kitchen and opens the fridge.
He pulls out various packs of ham, cheese and a carton of
milk.
He sniffs the milk, pulls an anguish-ridden face.
BEN
May?
MAY (O.S)
Yeah?
BEN
Do we have anything that hasn’t
gone off or past its sell-by date?
MAY (O.S)
Power’s out, dear.
BEN
Oh, right...
Ben closes the fridge, approaches the sink.
He pours himself a glass of water.
A piece of plaster falls down onto the worktop.
Ben does not notice.
Peter is on the ceiling, wide-eyes, shock etched on his
face.
PETER (V.O)
Go back into the lounge!
Ben sips water, pulls up a magazine and sits at the table.
Peter’s grip weakens, one hand slips from the ceiling.
33.
PETER (V.O)
Whoa. Whoa. Uh-oh...
Peter’s hat falls off, floats down and lands upon --
Ben’s head. He takes the hat off and looks up.
Peter is gone.
Ben returns to reading the magazine.
EXT. PARKER HOUSE - DAY
Peter rushes to his bike, pulls it.
The chain breaks the drainpipe off the wall.
Peter sighs.
PETER (V.O)
What is happening to me?
EXT. NEW YORK CITY - DAY
Taxicabs line the streets. Oceans of yellow cabs overpower
the gray roads.
Peter rides his bike as fast he can. Legs pumping a mile a
minute.
PETER (V.O)
It’s just your imagination, Pete.
It has to be. Not a dream,
imagination, yep.
A truck pulls out in front of him.
He swerves, right into the path of a truck.
PETER (V.O)
Not good...
The truck sounds its horn.
Peter clenches a fist, a web shoots out and latches onto a
lamppost, slinging him into a fresh fruit stall.
The truck crushes his bike.
A VENDOR (30s) looks on at Peter with raised arms and an
angry expression.
34.
PETER (V.O)
What just happened?
VENDOR
Get off, get off, you are squashing
my oranges!
PETER
So, very truly sorry, sir.
VENDOR
Get away! Get away! Or I call the
police!
Peter pushes up and struggles down the street.
He stops at the corner, noticing his bike with a sudden sigh
of regret.
He rubs his brow, notices a web splodge on the inside of his
wrist.
PETER
What is that?
Peter presses his thumb to the splodge, he pulls a strange
face as he touches it.
PETER (V.O)
Why is it so sticky?
EXT. MIDTOWN HIGH - DAY
Flash and his buddies stand on the grass.
Flash has a football in hand, he seems to be choosing who to
throw it at amongst the GEEKS.
Peter walks into school, trying to avoid everyone but not
having much luck.
CHAD
Flash... puny, Parker at two
o’clock.
Flash smirks, readies the football.
FLASH
Watch this.
He arches his arm back and throws the ball.
It spirals through the air, turning rapidly.
35.
PETER (V.O)
Try to avoid any contact with
people. Stay out of sight. Not
difficult since no one even notices
you. Try not to make a scene.
The ball descends toward Peter.
Peter’s eyes widen.
Everything slows down, but he remains in normal speed.
PETER (V.O)
What...? I can control time too?
A bee readies to sting a GIRL (15).
A SKATER (17) loses his grind, slips from the rail in
slow-mo.
The football descends toward Peter’s head.
Time resumes.
The Skater falls to the ground.
The girl flinches as the bee stings her.
Peter catches the football without even looking at it.
Flash and Chad, along with their buddies, look on in
disbelief.
Peter looks at the football.
PETER (V.O)
Holy sh...
The bell RINGS.
CHAD
He caught it... how...?
FLASH
Who gives a damn.
INT. MIDTOWN HIGH - DAY
Peter spins the combination lock. He opens his locker and
places his books inside.
A hand claps him on the shoulder.
36.
He turns rather abruptly, as if someone had a gun to his
back.
PETER
Harry...?
HARRY OSBORN (18, white) a spruce kid with a devil’s look,
smiles at Peter, charming yet rather eerie.
HARRY
You all right? Look like you’ve
seen a ghost or something.
PETER
No... I’m err... I’m good. Yeah,
good. Just, feel... different.
HARRY
You look different too, and what’s
with the sixties get-up? Is there a
Hippie do I don’t know about?
PETER
All my clothes are in the wash...
HARRY
There’s no power, Pete. Big
meltdown at the plant last night,
or so, Dad said.
PETER
Exactly, so, I have to wear this.
Do I look weird?
HARRY
No, you look fine, a bit on the
bulky side... been using steroids
or something, Pete?
Harry feels Peter’s arm muscle.
Peter pulls away.
PETER
No, just, been working out is all.
HARRY
(not convinced)
Right, sure you have.
Harry heads off on his own.
People seem to avoid Harry for some reason, they never get
too close.
37.
Peter catches up with him.
PETER
Something happened to me last
night.
HARRY
What?
PETER
I don’t know, that’s why I said
something. I think I’m becoming a
jock.
Harry laughs.
HARRY
You crack me up, man. You could
never be a jock. You have brains.
Peter smirks.
Flash and Chad cut them off.
FLASH
Hey, Parker... Osborn.
HARRY
Move outta the way, Flash.
Flash clenches a fist.
Harry looks at him like a lion would eye its prey, ready to
pounce.
PETER
We should just go the other way,
Harry.
FLASH
Listen to your butt-buddy, Osborn.
HARRY
(in Flash’s face)
I won’t ask again.
Flash looks intimidated. He makes a path for them.
Harry and Peter walk ahead.
Chad aims a worried look at Flash.
38.
CHAD
What the hell was that about?
Flash walks off, defeated.
Harry and Peter turn a corner.
GIRLS (in their teens) line the corridors, talking,
gathering their books, opening lockers, etc.
A few girls notice Harry, then blush.
PETER
Where are we going?
HARRY
I’m going to the library, you seem
to be following me.
Gwen turns the corner, bumps into Peter.
PETER (V.O)
Again... really?
Gwen scrambles to pick up her books.
Peter lends her a hand.
They stand at the same time, he hands her the remainder of
her books.
PETER
You’re... reading Jules Verne?
GWEN
Yeah, it’s err.. it’s very
interesting stuff. Always been a
fan of him. You?
PETER
More of a J.K Rowling fan, Harry
Potter, you know.
GWEN
Me too. Wish those books had gone
on for longer. Doesn’t feel right
not reading them, you know?
PETER
I can relate to that.
Harry rolls his eyes.
39.
GWEN
Well, good talking to you, Paul,
right?
PETER
Peter.
GWEN
Right... well, catch you around,
Peter.
She glides off, beaming. She joins her friends.
Harry pats Peter on the shoulder.
HARRY
Give it up, buddy. She is seventy
miles out of your league.
Peter shoots him a sarcastic look.
PETER
Thanks for the vote of
confidence... pal.
HARRY
You’re welcome, Paul.
Harry smirks, struts off.
PETER
Wait up.
INT. MIDTOWN HIGH - LIBRARY - DAY
A LIBRARIAN (40s) pushes a cart along the fiction section.
She sits some books on the shelf, then pushes the cart away.
Harry inspects some books on science. He picks one out.
Peter, oblivious to a stack of books on the floor, browses
the shelf and knocks them over.
PETER
Oops.
Harry and Peter sit at a table.
HARRY
All I’m saying, is you need more
confidence. Gwen is the hottest
(MORE)
40.
HARRY (cont’d)
chick in school, and every time you
see her you stutter.
PETER
No, I do not.
Harry shoots him a "seriously" look.
PETER
Okay then, I do. But what does Gwen
have to do with what’s going on
with me?
HARRY
What is going on with you?
Peter sighs, rolls up his baggy jumper, revealing his stony
abs.
HARRY
Damn. You must’ve been busy for a
few months.
PETER
It happened overnight.
HARRY
Yeah, right.
PETER
Serious. I was scrawny before I
went to bed, then when I woke up I
was like this.
Harry smirks, shakes his head.
PETER
It’s not funny, Harry. This is bad.
HARRY
Peter, you went from David to
Goliath overnight and you think
it’s bad? Look at, Loopy Luke.
Harry and Peter glance over to --
LOOPY LUKE (17, white) scrawnier than scrawny, with buck
teeth and a dumbfounded expression, sitting at a table
having trouble reading.
41.
HARRY
He would kill to be in your shoes,
buddy. The guy has bones sticking
through his skin he’s that skinny.
PETER
He has anorexia.
HARRY
Yeah, and as I said, he would kill
to be in your shoes. How did it
happen anyway?
Peter thinks, seems to be having a difficult time
processing.
HARRY
Well?
PETER
I got bitten.
HARRY
By what?
PETER
I don’t know, something in the
attic.
HARRY
What was it... a radioactive bug?
Harry laughs.
PETER (V.O)
Radioactive bug... wait a second.
FLASHBACK
INT. PARKER HOUSE - ATTIC - NIGHT
Peter pulls the jar with the hazard warning on the exterior
out of the box.
END FLASHBACK.
42.
INT. MIDTOWN HIGH - LIBRARY - DAY
Peter gets up.
HARRY
Pete...?
Peter leaves the library.
HARRY
(sarcastic)
I’ll see you later too.
INT. PARKER HOUSE - ATTIC - DAY
Peter climbs into the attic and scans.
He picks up the jar and inspects it.
PETER (V.O)
Spiderwebs. Radioactive... where is
it?
He searches for the spider, moving cobwebs out of the way.
PETER (V.O)
Come out come out wherever you are.
He maneuvers across the rafters, setting aside boxes.
PETER (V.O)
Where are you?
He finds the spider behind a box.
The spider is curled up in a ball, dead.
He grabs the web from its body and hoists it up to his eye
line.
PETER
What did you do to me...?
He turns around, THWACK! Smacks his head on a beam.
PETER
UGH!
43.
INT. PARKER HOUSE - PETER’S BEDROOM - DAY
Peter reads a book about "insects" at his computer desk.
The dead red-black spider sits on a small silver tray on the
mouse pad.
He flips a page, reads.
PETER
Spider bites and how to cure them.
One: Attempt to establish the
afflicted area.
He pulls up his sleeve, finding the red blot on his wrist.
PETER
Okay, so what about humans being
able to shoot webs from their
wrists...?
He continues reading.
NIGHT
Peter sits on the chair, dreary eyes glancing from page to
spider.
He closes the book, sighs.
PETER
No history of humans becoming
spiders...
He looks at his wrist, curls his middle and ring finger.
A web shoots out and hits the wall.
PETER
This is weird.
He pulls back.
A piece of the wall breaks off.
PETER
Oh.
He tries to get the web out of his wrist.
Pulling it, the strand expands exponentially.
A knock at the door.
44.
He reels the web in and sticks it under his sleeve.
PETER
Yeah...?
Ben enters, looks around.
BEN
Hey, Pete.
PETER
Hi.
Ben looks at the spider in the tray, then shoots Peter a
look.
PETER
Biology homework.
BEN
In my day they used frogs.
PETER
We still do, but Dr. Connors said
it’d be a nice change to work on
something different.
BEN
Never been a fan of spiders. Too
many eyes...
Peter smiles.
Ben takes a seat on Peter’s bed, he seems a bit bothered.
PETER
Is something wrong?
BEN
(sighs)
It’s been thirteen years. Since,
you know.
Peter nods.
BEN
You know, they dropped you off with
a box of stuff. Said they would be
back before you even noticed they
were gone. But you’re still here.
45.
PETER
I’m sure they had their reasons.
BEN
Oh that they had, alright. Your
father was... a nice man, Peter.
You remind me of him. Kind, caring,
putting everyone else before
himself. I’d just like to know what
happened to them is all.
Peter aims a heartfelt look at Ben.
BEN
I guess some secrets aren’t meant
to be unearthed, right?
PETER
I guess so.
Ben stands, claps Peter on the shoulder.
BEN
Get some sleep, Kid.
Ben heads for the door, opens it.
PETER
Uncle Ben...?
Ben looks at him.
PETER
Were they scientists?
BEN
Why do you ask?
PETER
No reason. Just, wanted to know is
all.
Ben thinks.
BEN
I believe your mother worked at a
power plant.
The power comes back on.
PETER
Oscorp?
46.
BEN
Yeah, I think so. She never really
said anything about it though. Why
so interested?
PETER
Just wondering what they did for a
living.
BEN
Well, night.
PETER
Night.
Ben leaves.
Peter turns his PC on.
The fan sounds clogged as the PC chugs away.
INT. A WAREHOUSE - NIGHT
Electrical generators sit around a dark, dreary room.
Wires stretch from each generator into a central capacitor,
which plays home to --
Dillon, hooked up to wires and such like a science project.
Dillon groans, his eyes flutter open.
A spotlight shines down on him from above.
He squints as the light envelops his body.
NOTE: When Dillon speaks his voice is electrically
distorted.
DILLON
Where... where am I?
A jolt of electric surges from each generator across the
wires.
The electric jolt hits Dillon, causing him to SCREAM in
pain.
DILLON
Stop!!!!
Pain in his eyes, he notices his fingers letting of sparks.
47.
MORBIUS (O.S)
That amount of electricity would
kill a normal man. But then again,
you are not normal, are you Mr.
Dillon?
Dillon searches for the voice. Eyeballs a shadowy figure in
the frosted window above.
DILLON
What have you done to me?
MORBIUS (O.S)
We have made you better. Do you
feel strong?
DILLON
I can’t feel anything...
MORBIUS (O.S)
Do you not feel the energy? The raw
power? No?
DILLON
Let me go.
MORBIUS (O.S)
We have plans for you, Maxwell. Big
plans.
Two GRUNTS in masks sit buckets of water at Dillon’s feet.
They shackle his feet, which barely dangle over the water in
the buckets.
DILLON
What are you doing...?
An O.S laugh echoes.
Dillon receives 10,000 volts of electric.
DILLON
Nooooooooooooo!!!!!!!
INT. PARKER HOUSE - PETER’S BEDROOM - DAY
Peter lies asleep, snoring like a pig.
His alarm starts --
He smashes it, then sits up.
48.
INT. PARKER HOUSE - BATHROOM - DAY
Peter sticks a toothbrush in his mouth, stares at himself in
the mirror.
PETER
(toothbrush in mouth)
Not bad.
He removes the toothbrush. Spits white paste into the sink.
INT. PARKER HOUSE - LOUNGE - DAY
Ben grabs his coat and puts it on.
Peter jogs down the stairs, a happy look on his face.
BEN
Ready, pal?
PETER
Yep.
Peter kisses May on the cheek and heads for the door.
MAY
Peter... you seem different.
Ben looks at Peter, seems to notice.
BEN
Yeah, could’ve sworn you weren’t so
tall. Did you sprout overnight?
PETER
(convincing)
I’ve been working out. You know,
pull-ups, weights, treadmill
exercise. My gym teacher says I
need to bulk up if I want to stop
being pushed around.
BEN
That explains it.
Peter smiles.
BEN
Come on then, Pete.
Ben heads out the door.
49.
MAY
Peter... keep an eye on him, you
know how rowdy he gets.
PETER
(smirks)
I’ll keep him contained, Aunt May.
INT/EXT. BEN’S CAR/NEW YORK - DAY
The streets are full of vehicles.
Ben taps on the steering wheel impatiently.
Peter sits in the passenger seat, looking out of the window.
The same man in the hat stands by an alleyway. Eyeballs
Peter, eerily.
BEN
Pete.
Peter looks.
PETER
Yeah?
BEN
You okay?
PETER
Yeah, fine.
Peter looks back.
The man is no longer present.
Peter wonders.
INT. WRESTLING ARENA - DAY
The place is packed from front row to rafters.
BONESAW (41, white) a grizzly son of a gun in a double strap
leotard slams a WRESTLER through a table.
The crowd cheers.
A BONESAW chant breaks out.
Ben and Peter stand in the nosebleed seats watching the
action like hawks.
50.
Bonesaw pulls the Wrestler up and performs a cutthroat
gesture.
He pulls him up in a powerbomb position, spins and plants
the Wrestler with a sit-out bomb.
The REFEREE counts: 1, 2, 3.
The crowd goes nuts.
BEN
That guy is a monster of a man.
PETER
You gotta be crazy to get in the
ring with that guy.
BEN
It takes a brave man to go in the
ring, kid. A braver man than I
that’s for sure.
Peter smirks.
PETER
I gotta go to the bathroom.
BEN
All right, be quick though, main
event is next.
INT. WRESTLING ARENA - SIGNUPS - DAY
A few would-be wrestlers stand in line, constantly rejected
by the --
Obnoxious TALENT SIGNER (30s, white) a real snake of a man
in snake-skin boots.
Peter steps up, in a red/black hoodie and black track pants.
Sunglasses cover his eyes.
TALENT SIGNER
Next!
A downtrodden GUY (20s) marches off in his colorful
superhero-esque outfit.
Peter nervously walks to the desk.
Talent Signer checks him out.
51.
TALENT SIGNER
Name?
PETER
The Awesome Spider-Guy.
TALENT SIGNER
Ne...
PETER
Just give me a chance.
TALENT SIGNER
Listen, kid, you got the look, the
body, the attitude, but your name
flat out sucks. People won’t react
to the awesome spider-guy. It’s a
bad gimmick.
PETER
Spider-Man...?
TALENT SIGNER
Still not catchy enough. Nex...
PETER
I got it.
INT. WRESTLING ARENA - RING - DAY
The Talent Signer steps through the ropes, microphone in
hand.
Bonesaw sits in his corner, surrounded by a plethora of
scantily-clad ringside girls.
TALENT SIGNER
Ladies and Gentlemen, boys and
girls, children of all ages. Are
you ready for the main event?
The crowd cheers.
A fat guy pulls his shirt up in the crowd, revealing the
Talent Signer’s face on his wobbly man breast.
TALENT SIGNER
(under his breath)
That is disturbing.
Ben looks around for Peter in the crowd.
52.
BEN
Come on, Pete.
TALENT SIGNER
We have an outstanding main event
for you today. The reigning,
defending and undefeated World
Heavyweight Champion, Bonesaw
Mcgraw!
The crowd chants Bonesaw’s name.
TALENT SIGNER
Will defend the strap against a
newcomer to the sport. A man with
no fear. A man with no remorse. A
man who strikes fear into the
hearts of all he crosses...
The spotlight shines down upon the curtain.
Bonesaw smirks, arrogant in his stance.
TALENT SIGNER
Ladies and Gentlemen, introducing
for the first time. The Amazing
Spider-Man!
The curtains fly open.
Peter shields his eyes from the spotlight.
The crowd cheer, some seem puzzled and don’t do anything.
Peter, using no energy, walks down the aisle.
PETER (V.O)
This was a bad idea.
Talent Signer walks over, pats him on the shoulder.
TALENT SIGNER
Try not to get killed, kid.
PETER (V.O)
What a jerk.
Peter enters the ring.
Bonesaw stands, he is a goliath of a man in comparison to
Peter.
53.
BEN
Ooh... he’s in trouble.
Peter and Bonesaw come face to chest.
PETER (V.O)
Damn, this guy is tall!
BONESAW
I’m gonna eat you up and spit you
out, Spider-Man.
Bonesaw pummels his fist into his hand.
PETER (V.O)
On second thoughts..
Peter goes for the ropes, but spots Gwen in the crowd.
He stops, stares at Gwen for a moment. Then returns to the
ring.
BONESAW
What you got, boy?
PETER
Guess we’re gonna find out, huh?
BONESAW
(laughs)
I doubt you’ll get the chance.
RING. THE. BELL!
The bellkeeper RINGS the bell.
Bonesaw grapples for Peter.
Peter slides between Bonesaw’s legs.
PETER (V.O)
He’s slow, big and slow. That might
help a bit.
Bonesaw runs at Peter, clothesline.
Peter ducks the tree of an arm, backs up.
PETER (V.O)
Now he’s angry... great.
Bonesaw charges at Peter like a train.
Peter runs at the turnbuckle, uses it to flip over Bonesaw.
54.
Bonesaw face plants into the turnbuckle pad, grunts and
shakes his head.
Peter dropkicks Bonesaw in the corner.
The crowd begin to warm up to Peter. Some even chant
Spider-Man.
BONESAW
You’re gonna wish you stayed at
home, spider-boy.
Bone grabs Peter in a torture wrack.
Like a snake, Peter slithers out of the submission and
around Bonesaw.
Peter performs a hurricanrana.
Bonesaw flips over onto the mat, grunting as he slams, hard.
Peter climbs to the top rope, stands.
He performs a 450 splash on Bonesaw.
The referee counts: 1, 2...
Bonesaw launches Peter sky high and gets up.
Bonesaw catches Peter, spins him around and performs a
backbreaker.
The crowd reacts OOH!
Bonesaw keeps Peter in the backbreaker position, pushing
down on Peter’s legs and chest, trying to break him in-two.
BEN
Wooo! Bonesaw!
PETER (V.O)
I have to get out of this. Think,
Pete... god this hurts.
Peter shoots a web in Bonesaw’s face, temporarily blinding
the big man.
Peter kips up and performs A flipping piledriver.
He covers Bonesaw.
The referee counts: 1, 2...
Bonesaw barely kicks out before 3.
55.
PETER (V.O)
How did that not keep him down?
Bonesaw and Peter circle one another.
Bonesaw runs, squashing Peter and the Ref in the corner.
One of the ringside girls slides a chair to Bonesaw.
Bonesaw grabs it.
BEN
He’s gonna cheat.
Bonesaw swings the chair, smashing Peter over the head and
denting it.
Peter is still standing.
Bonesaw looks at the caved-in chair.
The crows BOOS. A Bonesaw Sucks chant rings out.
BONESAW
Screw you!
He throws the chair down and goes for Peter.
Peter spins around Bonesaw, getting him in the BLACK WIDOW
submission A.J LEE uses in WWE.
Bonesaw falls to a knee.
The crowd chants TAP! TAP! TAP!
The Talent Signer steps from the curtains, locking eyes with
the submission.
TALENT SIGNER
No way.
The referee comes to.
Bonesaw fades, tries to fight it, then fades again.
Peter pulls back on the hold, increasing the pressure.
REFEREE
What do you say, Bonesaw?
Bonesaw fades. One of his hands touches the mat.
56.
REFEREE
Do you tap, Bonesaw? Do you quit?
Bonesaw taps out.
REFEREE
Ring the bell!
The bellkeeper RINGS the bell to a THUNDEROUS ovation.
BEN
Yeah! Spider-Man!
The crowd chants Spider-Man.
Peter releases the hold and has his hand raised by the
referee.
PETER
He tapped...?
REFEREE
Bask in the glory, kid.
The crowd cheers for Spider-Man.
Talent Signer gets into the ring, world championship in one
hand, microphone in the other.
TALENT SIGNER
Your winner, and new World
Heavyweight Champion... the Amazing
Spider-Man!!!!!!
Talent Signer hands Peter the belt.
Bonesaw snatches the belt.
The crowd hushes, everyone watches.
Bonesaw takes a look at the belt, breathing like a bear, he
looks at Peter and nods.
BONESAW
You earned it.
Bonesaw hands Peter the belt and hoists him up on his
shoulders.
The crowd cheers.
Peter raises the belt high above his head.
57.
BONESAW
Come on! Cheer!
The crowd chants Spider-Man countless times.
PETER (V.O)
I won the freaking world title.
Gwen claps in the crowd.
PETER (V.O)
And Gwen saw it. WOOOOO!!!!
INT. BEN’S CAR - NIGHT
Peter smiles, he seems delighted.
BEN
He just came in like he had been
there all along and whooped
Bonesaw’s backside. You should’ve
seen it, Pete. Absolutely amazing.
PETER
I wish I was there. I bet it was
something.
BEN
Yeah, it was. Problem is though, he
gave the title back. Why? Kid’s got
talent, what else is he gonna do
with it?
Peter wonders.
BEN
Still, best event we’ve been to in
a while.
PETER
Yeah, it was.
EXT. PARKER HOUSE - NIGHT
Ben pulls into the driveway.
Peter and Ben step out of the car.
A few streetlights flicker on and off constantly.
58.
BEN
I guess Oscorp is still having
power issues.
Ben enters the house.
PETER
Possibly...
A gunshot RINGS out side-by-side with a harrowing SCREAM.
Peter rushes to the house.
INT. PARKER HOUSE - LOUNGE - NIGHT
Peter runs inside.
A MASKED MAN shoves him out of the way and runs out of the
front door, carrying a box.
MAY (O.S)
(emotional, erratic)
Ben!!!!!
Peter grabs the doorframe and struggles inside, he stops,
gasps!
Ben lies on the floor, blood gushing from his chest.
May tries desperately to keep the wound covered, blood flows
over her hands.
PETER
Uncle Ben...
Peter drops to his knees next to Ben.
MAY
Peter, keep pressure on it.
Peter puts his hands over the wound.
May dials 911. RING, RING, RING...
MAY
Pick up, damn you!
Ben struggles for breath.
PETER
Uncle Ben, stay awake, don’t close
your eyes.
59.
Ben reaches a hand up.
Peter grips it.
BEN
Peter...
PETER
I’m here. Stay with me. Don’t give
up.
Ben’s head falls to its side. Eyes wide open.
His hand drops from Peter’s grip.
PETER
No. Uncle Ben...
Peter shakes Ben, no response.
PETER
Wake up!
May collapses in tears, hands cupped over her mouth in utter
shock.
MAY
Ben... No...
Peter lets out an agonizing, anger-tinged SCREAM.
LATER
Blue and red lights flash from outside.
PARAMEDICS load Ben onto a gurney, pull the sheet over him.
A COP questions Peter.
May sits alone, on the couch, crying silently.
EXT. CEMETERY - DAY
Leaves descend in the autumn sun, all around the grave
where...
MOURNERS pay their respects.
Peter and May stand side-by-side next to the gravestone,
looking down on the coffin.
Gwen and Harry stand in the crowd.
60.
LATER
Mourners leave in droves.
May stands over Ben’s grave, she lays a picture of them
together upon the coffin.
Peter and Harry walk together.
HARRY
I’m so sorry, Pete.
Peter nods.
Harry claps him on the shoulder.
HARRY
If you ever need to talk, you know
where to find me.
Harry and Peter hug in a brotherly way.
Harry heads off to a black car, where a MYSTERIOUS DRIVER
(50s) waits.
Gwen approaches Peter, delicately.
GWEN
Hey.
PETER
Hi, Gwen.
She notices his sad demeanor.
GWEN
I’m sorry for your loss.
She pecks him on the cheek, then walks away.
Peter looks back as May walks over.
PETER
Aunt May?
She walks past him, no words exchanged.
Peter notices the Man in the hat by Ben’s grave lay a flower
on the coffin.
The Man shoots Peter a look. Tilts his hat as if to say bye
and walks off.
61.
INT. PARKER HOUSE - LOUNGE - NIGHT
May sits at the dining table, staring at a photo of Ben with
a crumpled handkerchief in her fist.
Peter looks at her from the stairs, unable to walk down to
see her.
May says a silent prayer and whimpers.
INT. PARKER HOUSE - PETER’S BEDROOM - NIGHT
Peter sits on his bed staring at the wall.
BEN (V.O)
You remind me of him. Kind, caring,
always putting everyone else before
himself.
Peter looks at the photo of his parents on the bedside
table.
BEN (V.O)
Kid’s got talent, what else he is
gonna do with it?
Peter pulls a suitcase from under his bed. Pops it open.
Inside rests his wrestling gear.
He pulls the gear from the suitcase and contemplates.
LATER
Peter draws various outfits on a pad. Then throws the
useless ones in the trash.
The trash sits overflowing with crumpled paper balls.
Peter looks at the dead spider on the silver tray.
He grabs a black pen and a red pen, starts drawing.
LATER
Peter ejects the lenses from his sunglasses and fits them
onto a piece of fabric.
He looks at the drawing pad.
A drawing of a black-red Spider-Man suit rests on the page.
62.
INT. A WAREHOUSE - NIGHT
Dillon, half conscious, hangs from the device with his feet
in buckets of water.
A door opens, closes from OS.
MORBIUS (O.S)
Do you know who I am?
Dillon does not reply.
MICHAEL MORBIUS (30, white) a pale, clean-shaven, rather
scary individual, emerges from the shadows with red eyes.
MORBIUS
You are unique, Max. Not many can
claim they were exposed to high
voltage and survived.
Morbius props Dillon’s chin up.
Dillon opens his eyes, they are blue, letting off electrical
energy.
DILLON
What... do you... want from me?
MORBIUS
We seek answers, Max. You hold the
key to them.
DILLON
I’m just... an electrician.
MORBIUS
You’re a walking capacitor capable
of powering several city blocks.
Clean energy, Max. Human fusion.
Morbius removes a chip from his pocket, holds it in Dillon’s
line of sight.
MORBIUS
This chip will allow you to control
the power inside you. Only accept
this offer and we will make you
stronger.
Dillon looks at the chip, he groans in pain.
63.
DILLON
No.
MORBIUS
No...?
DILLON
I said no.
Morbius smirks.
MORBIUS
What makes you think you have a
choice?
Dillon clenches a fist.
MORBIUS
You will do as we say, Max. There
is no alternative.
Morbius nods over to the two GRUNTS.
One of the Grunts pulls a switch, which causes the holding
device to stretch Dillon’s arms in a crucifix position.
Morbius pulls out a cutting tool.
MORBIUS
This might hurt a little.
INT. CONVENIENCE STORE - NIGHT
A CASHIER (40s, Iraqi) with a Turban, stands behind the
counter.
A few PEOPLE browse the aisles.
The doorbell DINGS.
ALEKSEI SYTSEVICH (37, white) a brute of a man with a scar
down his right eye, enters and scans.
Most of the people leave the store when they see him.
He approaches the counter, slams a sack on it and pulls a
gun on the cashier.
SYTSEVICH
(thick Russian accent)
Give me all your money. Or I kill
you.
64.
The Cashier opens the register and puts cash into the bag.
Sytsevich grabs a pack of hubba-bubba and tears it open. He
scoffs chewing gum.
SYTSEVICH
Thank you. You have been very
cooperative.
EXT. NEW YORK CITY - NIGHT
Sytsevich exits the store, nonchalantly counting his cash as
he walks down the sidewalk.
People stare at him in wonder.
An OLD LADY (60s) walks her dog.
The dog barks at Sytsevich.
Sytsevich stops, smirks and looks down at the dog.
SYTSEVICH
He is a cute one.
She nods.
SYTSEVICH
The cute ones have the biggest
bites.
He steals the dog.
The Old Lady tries to stop him.
He shoves her to the ground.
People rush to help the Old Lady out.
The dog barks as Sytsevich carries it into a nearby alleyway
shrouded in mist.
EXT. ALLEYWAY - NIGHT
Sytsevich carries the dog through the alleyway.
The dog growls at him.
He grins, petting it with force.
65.
SPIDER-MAN (O.S)
Anyone ever tell you it’s rude to
steal dogs?
Sytsevich stops, grunts and looks around.
A web snatches the dog from his grip and pulls it into the
mist.
SPIDER-MAN (O.S)
I hate thieves.
A web latches onto Sytsevich’s leg, tripping him over.
Sytsevich lands in a heap on the ground.
The web retracts into the mist.
Sytsevich snarls, pulls out his giant revolver with the word
"RHINO" engraved on its side.
He gets up, looks around.
SYTSEVICH
You like hiding in mist? Well, I
was born in it.
Sytsevich shoots.
A bullet strikes a ventilation system, CLANG!
SPIDER-MAN (O.S)
Missed me.
SYTSEVICH
Come out and I will not hurt you...
much.
SPIDER-MAN in a red-black suit, webs down behind Sytsevich
upside down.
Sytsevich turns around.
Spider-Man is gone.
SYTSEVICH
Where are you? Come on. Why don’t
we do this face to face?
SPIDER-MAN (O.S)
Have you looked in the mirror
lately?
Sytsevich snarls, shoots wildly.
66.
A bullet hits a window, SMASH!
SPIDER-MAN (O.S)
Two down, four to go. Keep wasting
bullets and you won’t have enough
left to get away from the cops.
SYTSEVICH
Cops would not dare attempt to
confront me. Do you know who I am?
SPIDER-MAN (O.S)
Bald guy who steals from hard
working store owners and sweet old
ladies?
Sytsevich chuckles.
SYTSEVICH
Why don’t you come out of the mist
and find out?
Spider-Man taps Sytsevich on the shoulder.
Sytsevich turns around, eyes widen.
Spider-Man shoots him with several balls of webbing,
knocking him to the ground.
Sytsevich raises the gun.
Spider-Man whips it out of his hand and shoots a web at his
leg.
Spider-Man slings up, taking Sytsevich with him.
EXT. NEW YORK CITY - NIGHT
PARAMEDICS are on scene, helping the Old Lady.
Her dog runs up, a note attached via sticky pad on its back.
She chuckles with joy and picks the dog up.
A Paramedic takes the note.
INSERT: NOTE
Courtesey your friendly neighborhood Spider-Man
BACK TO SCENE
The dog licks the Old Lady’s face.
67.
EXT. NYPD - NIGHT
A few COPS stand outside of the building on break.
Sytsevich falls upside down from the sky, a web around his
leg.
Cops step back in shock as Sytsevich stops millimetres from
the ground.
COP
What the...
The Cop looks up.
Another cop peels the note from Sytsevich’s chest, hands it
to the Cop.
COP
Courtesey your friendly
neighborhood Spider-Man.
The Cop looks at Sytsevich, notices the "RHINO" engraved
into the gun webbed to Sytsevich’s chest.
COP
I’ll be damned.
INT. NYPD - CELLS - NIGHT
Sytsevich sits on a very lumpy bed in a cell.
The Cop looks at him from outside.
A door slams from OS. Footsteps from OS.
The Cop turns to greet --
CAPTAIN STACY (43, white) a haggard individual with the
weight of the world in his eyes.
COP
Sir.
Stacy eyeballs Sytsevich.
CAPTAIN STACY
Aleksei Sytsevich... aka The Rhino.
Who caught him...?
68.
COP
No idea, Sir. But they left a note.
Cop hands the note to Stacy.
CAPTAIN STACY
Spider-Man?
COP
Probably an alias.
CAPTAIN STACY
You think?
INT. PARKER HOUSE - PETER’S BEDROOM - NIGHT
Peter sits at the computer, browsing the DAILY BUGLE site.
He finds his article, clicks on it and smiles.
He sits back and marvels.
INSERT: COMPUTER SCREEN
SPIDER-MAN... VIGILANTE CAPTURES THE RHINO, DAILY BUGLE
EXCLUSIVE.
BACK TO SCENE
Peter looks at a photo of Uncle Ben.
PETER
You were right, Uncle Ben. Why
waste talent?
EXT. MIDTOWN HIGH - DAY
Flash and Chad sit with their buddies on the outside tables.
Peter walks into the school grounds.
Many people seem to notice him, and move out of his way.
Chad taps Flash’s shoulder and nods.
Flash notices Peter, his smile diminishes.
FLASH
Hey, Parker...
Peter ignores him, heads for the main building.
69.
Flash claps Peter on the shoulder.
FLASH
Hey...
PETER
Not today, Flash.
FLASH
I just wanted to say... I’m sorry
about your uncle.
Peter nods.
FLASH
I’m sorry we mess with you, man.
High school stuff, you know?
PETER
You don’t need to apologize.
FLASH
Yeah I do. I was a dick, we all
were. I just wanted to tell you,
you won’t get that from anyone...
anymore.
Peter looks at Flash.
Flash extends his hand.
Peter shakes it and nods.
FLASH
Keep your head up, man.
INT. MIDTOWN HIGH - LIBRARY - DAY
Peter sits at a table, reading a book on spiders.
He looks across the table at --
PHIL COULSON (36, white) a strange little man in a suit,
with a smile etched on his face.
PETER
Principal Phillips...?
COULSON
Never been a fan of spiders. The
Black Widow for example, very
dangerous when provoked.
70.
PETER
Yeah... I guess.
Coulson stares at Peter.
COULSON
How are you doing?
PETER
Okay, I guess.
COULSON
Must be hard for you. First your
parents, then your uncle. I lost my
daughter a few years ago.
PETER
Sorry to hear that.
COULSON
I’ve wanted revenge ever since.
Never could bring myself to catch
her killer.
PETER
She was murdered?
Coulson nods.
COULSON
The thing is, Peter, when a man
loses the ones he cares most for,
it does things to him. Makes him
feel as though he should be there
for those that need help. If you
understand what I mean.
Peter nods.
COULSON
Read up on the Black Widow, someone
told me they are quite large in
Russia.
Coulson walks away.
Peter wields a look of WTH JUST HAPPENED etched on his face.
PETER (V.O)
That... was weird.
Peter looks around the library and spots --
71.
Gwen, standing by the fiction section having a hard time
reaching the fifth shelf.
He walks over to her.
PETER
Hey.
She looks at him, her eyes widen.
GWEN
Peter... I... didn’t think you’d be
in today.
PETER
Having trouble...?
GWEN
Yeah... arms are too short.
He smirks, reaches for the book and surveys it.
PETER
You have good taste.
He hands her the book.
GWEN
What can I say, I’m a... girl of
fantasy. I love dragons.
Peter contemplates for a moment.
She smiles.
GWEN
Are you...
PETER
(abruptly)
You wanna go out with me?
She turns her head slightly.
PETER
You don’t have to, don’t say yes
out of pity. I just thought, you’d
wanna go... you know, see a movie
or something?
GWEN
When?
72.
PETER
Not now of course, you know, we’re
in school... after, like, tonight
maybe?
GWEN
I’d like that.
PETER
Serious?
She nods.
PETER
Gre... Great. Err, where do you
live?
She smiles, jots her address down on a pad, tears the page
off and hands it to him.
PETER
Cool.
GWEN
Pick me up at seven.
PETER
I’ll be there, yeah, great.
Awesome.
Gwen smiles as she walks away.
Peter looks at the paper and fist pumps.
She looks back.
He smiles, looking nervous as she exits the library.
PETER (V.O)
Jack-freaking-pot!!
INT. A ROOM - DAY
Black curtains hang, covering the windows.
Morbius sits at his desk, which is littered with various
science equipment.
He looks at a vial of blood and sighs.
RING, RING, the deskphone rings.
He answers, placing the phone to his ear.
73.
MORBIUS
It didn’t work, Sir. No reaction to
the gene.
He listens.
MORBIUS
You want me to do what...?
His reaction shifts to concerned.
MORBIUS
(convincing)
No, Sir... that won’t be a problem.
He looks out of the booth window at Dillon down below.
MORBIUS
Of course, Sir. Consider it done.
CLICK, silence falls.
He hangs up the phone, sighs. Looks at the vial of blood and
then at the mirror.
He has no reflection.
A knock at the door alerts him.
MORBIUS
Come in.
The two Grunts enter.
MORBIUS
Prepare the subject for field
testing.
EXT. NEW YORK CITY - NIGHT
Peter passes the Baxter Building.
He bumps into --
REED RICHARDS (34, white) a charming individual, who seems
rather rushed.
PETER
Sorry.
74.
REED
It’s all right...
Peter stops, looks back.
PETER
Excuse me?
Reed looks at Peter.
PETER
Are you, Reed Richards?
REED
Yes, yes I am.
PETER
Peter Parker, I’m a huge fan of
your work.
Peter extends his hand.
Reed smiles, shakes Peter’s hand.
PETER
I’ve read all your articles, pretty
good stuff. Really interesting.
REED
I’m glad. Sorry, Peter, I would
love to chat it’s just, I have a
lot on today.
PETER
Sure.
Reed heads for the door.
REED
But, Peter. Come by and have a chat
someday.
PETER
Will do, Sir.
REED
See you around.
Reed enters the Baxter Building.
Peter heads down the street, takes a right.
A few COP CARS hurtle by, sirens blaring.
75.
Peter watches as they fire down the street, with no sign of
stopping.
He looks at his watch,: 6:11pm. Then enters a nearby
alleyway.
EXT. MOVIE SET - NIGHT
A massive fire spreads in a building.
A FILM CREW watches the building burn as cop cars arrive.
Captain Stacy emerges from one of them, swiftly makes his
way over to the --
DIRECTOR (40s) a sharp man, currently pacing nervously.
CAPTAIN STACY
What happened?
DIRECTOR
We set off an explosion, part of
the film where the hero...
CAPTAIN STACY
I don’t care about your film, is
there anyone inside?
The Director nods.
DIRECTOR
The hero... Quentin Beck.
A firetruck arrives on scene.
FIREFIGHTERS emerge from the truck, grabbing the hose and
approaching the building.
They spray water on the flames, but the flames keep
spreading.
DIRECTOR
His agent is gonna fillet my ass.
CAPTAIN STACY
You should be more concerned about
his than yours.
DIRECTOR
I am... but if he roasts so do I.
A few of the CREW look up as --
76.
Spider-Man swings into action, over a streetlight with a
spin.
He shoots a web at the building and swings through the top
floor window, SMASH.
Stacy and the Director exchange looks.
DIRECTOR
What the hell was that?
INT. BURNING SET - NIGHT
Spider-Man avoids the flames, scanning for movement.
SPIDER-MAN
Hello?
Coughing from OS.
Spider-Man kicks a door down and enters a room.
Inside, ANGELA (23, white) in a white dress lies under
rubble as --
QUENTIN BECK (35, white) a devilishly charming individual,
tries to lift the beam off her.
ANGELA
Quentin, get me out of here!
QUENTIN
I need you to push, Angie.
Spider-Man enters the room and spots them.
Quentin shoots him a look.
QUENTIN
Who are you supposed to be?
Spider-Man approaches, surveying the area.
He grips the wood and looks at Quentin.
SPIDER-MAN
On three.
Quentin nods.
77.
SPIDER-MAN
When we lift, you slide out, okay?
ANGELA
Just get me out of here!
SPIDER-MAN
One... Two... Three...
Spider-Man and Quentin lift the rubble.
Angela slides out from underneath. Chest panting. She coughs
manically.
Spider-Man lifts Angela up, carrying her.
QUENTIN
The stairs caved in.
SPIDER-MAN
We’re not using the stairs.
EXT. MOVIE SET - NIGHT
A window explodes, SMASH! Fire escapes into the night.
Stacy hangs his head in horror.
DIRECTOR
Oh, crap...
Moments later, Spider-Man comes crashing out of the top
floor window with Quentin on his back and Angela in his
arms.
The three land safely on the ground.
People CLAP! Cameras flash.
Cops and Firefighters seem proud.
SPIDER-MAN
You okay, miss?
ANGELA
Yeah... thanks to you.
Quentin walks off, approaching is P.A (20s).
QUENTIN
Phone. Now.
Angela looks at Spider-Man. Wonder in her eyes.
78.
ANGELA
Who are you?
SPIDER-MAN
I’m Spider-Man.
He goes to sling off.
CAPTAIN STACY
Wait...
Spider-Man looks over his shoulder.
CAPTAIN STACY
Spider-Man, as captain of the New
York Police Department it my duty
to... thank you.
SPIDER-MAN
You don’t need to thank me, chief.
Just here to help.
Spider-Man shoots a web and swings off down the street.
Angela smiles, shoots the Director a look.
ANGELA
That is a hero.
EXT. GWEN’S HOUSE - NIGHT
Peter rushes up, stuffs the Spider-Man mask in his pocket
and rings the doorbell.
He notices his Spider-Man top poking out a little and stuffs
it down just as --
MRS. STACY (41, white) a delicate flower of a woman past her
glory days, opens the door.
PETER
Hi, Mrs. Stacy, I’m...
MRS. STACY
Peter Parker, right?
PETER
Yeah. I’m not late am I?
MRS. STACY
No. Right on time. Come in. She’ll
be down in a minute.
79.
INT. GWEN’S HOUSE - LOUNGE - NIGHT
Photos of GWEN at all different ages line the mantelpiece.
Peter looks around.
PETER
You have a nice house, Mrs. Stacy.
Mrs. Stacy enters.
MRS. STACY
Kind of you to say, Peter.
She sits on the couch, watching the TV.
MRS. STACY
Have you heard? They caught the
Rhino. He was in court today.
PETER
Yeah?
Peter takes a seat, looks at the TV.
INSERT: TV SCREEN
Flashing cameras catch a glimpse of Sytsevich as cops load
him into a prison bus.
MATT MURDOCK (27, white) glasses, suit, spiked bangs for
hair, a cane in hand, stands atop the stairs by a pedestal.
MATT MURDOCK
(in reponse to a question)
Mr. Sytsevich was working in
collaboration with the well known
Kingpin. Their work in Hell’s
Kitchen cost many people their
lives. Today marks the first step
in the road to Justice.
BACK TO SCENE
Peter smirks, proudly.
MRS. STACY
Such a shame about him you know.
Poor boy lost his sight. Still
though, he never lets that get in
his way. Gotta admire him for it.
Gwen walks down the steps, looking casual, yet eloquent.
80.
GWEN
Hi, Pete.
He looks over his shoulder, spotting her beauty.
She smiles.
He stands up, greets her with a smile.
PETER
Hey. You look... great.
GWEN
You hesitated.
He smirks.
GWEN
You ready?
PETER
Yeah.
EXT. NEW YORK CITY - NIGHT
Gwen and Peter walk through Times Square.
They cross a road, heading towards a movie theater.
PETER
You said you liked dragons.
She looks up at the banner across the movie theater.
INSERT: THEATER BANNER
NOW PLAYING: THE HOBBIT: DESOLATION OF SMAUG
BACK TO SCENE
Gwen grins, anxiousness crosses her face.
GWEN
You’re full of surprises.
PETER
I try.
81.
INT. THEATER - NIGHT
PEOPLE watch the Hobbit.
Peter and Gwen share a bucket of popcorn.
The crowd reacts to something on screen.
GWEN
Bilbo, turn around, he’s right
behind you.
A ROAR sounds. Followed by applause.
GWEN
Whoa.
PETER
Talk about close.
EXT. TRAIN PLATFORM - NIGHT
PEOPLE wait for the train.
Dillon, in a green outfit, with a black hood over his head,
approaches the platform.
MAN (O.S)
(via loudspeaker)
Train to Queens on approach, please
stand clear.
A train hurtles toward the station.
Dillon stands by a MAN (30s) who notices sparks flowing
around Dillon’s fingers.
The Man backs off.
Dillon sneers at the soon-to-be passengers. Sparks grow in
his hands, which are covered by electrical capacitor
gauntlets.
The train arrives.
People get on, the platform empties leaving Dillon
completely alone.
The train doors close. It starts taking off.
Dillon watches the train go off down the tracks.
A sick, twisted smirk comes across his face.
82.
MORBIUS (O.S)
Sir, are you sure you want to do
this?
INT. A ROOM - NIGHT
Morbius stands, phone in hand, eyes locked on the monitor.
INSERT: MONITOR
From Dillon’s P.O.V the train hurtles up the tracks.
BACK TO SCENE
Morbius bows his head.
MORBIUS
No, don’t call Octavius. I can do
it.
Morbius taps enter on the keyboard.
He hangs up the phone.
MORBIUS
God, forgive me.
INT. THEATER - CONCESSIONS - NIGHT
Peter buys Gwen a stuffed dragon (SMAUG) and hands it to
her.
She smiles.
GWEN
I love it.
She extends her hand.
They walk hand in hand out of the theater.
EXT. THEATER - NIGHT
Gwen and Peter exit the theater and walk down the sidewalk.
GWEN
I thought it was good, a bit
long... but, good.
83.
PETER
My butt’s numb.
Gwen laughs.
PETER
Did you have a good night?
GWEN
Yeah. I had a great night.
They stop, look into one another’s eyes.
PETER
I’ve always liked you. Just never
had the...
GWEN
Just kiss me, Peter.
She pulls him in for a kiss and --
Everything becomes slow. Only Peter is in real time.
A WOMAN sports a video phone, aimed at the train tracks
above.
The train hurtles along the tracks, sparks fly from
underneath it.
DILLON, in Electro form, uses electrical energy to make the
train go faster.
Electricity runs across the roof of the train and strikes
the control box inside.
One of the train bridge support beams snaps off and heads
for Peter and Gwen.
The train speeds up.
Time resumes.
Peter turns his head, causing Gwen to kiss his cheek.
The beam shoots at them.
Peter grabs Gwen and slings her to safety, they fall onto
the pavement.
Peter looks up and spots the train zoom by so fast no one
can see it.
84.
PETER
(to Gwen)
Are you okay?
GWEN
What happened? How did we...
PETER
Are you okay?
She nods.
Peter watches as people take videos of the train.
PETER
I have to go.
GWEN
What...? Why?
PETER
I’m sorry, Gwen.
He runs off.
GWEN
Peter!
INT/EXT. TRAIN/TRACKS - NIGHT
The train zooms by a nearby station, causing people to step
back.
Dillon, now ELECTRO, stands atop like a man possessed.
Sparks fly from the control panel.
The TRAIN DRIVER (40s) frantically tries to pull the brakes,
but the sparks keep him from doing so.
Spider-Man swings through the city, zipping up to a water
tower.
He perches on the tower and looks at the train.
SPIDER-MAN (V.O)
What is this guy...?
Electro kneels down, placing both hands on the roof of the
train.
As the train passes buildings, Electro intakes electricity,
causing buildings to lose power.
85.
A blackout occurs as the train passes and Electro takes in
power.
He uses the power to make the train go faster.
Spider-Man swings onto the top of the train.
SPIDER-MAN
Hey!
Electro stands, sparks around his body.
He turns to face Spider-Man.
SPIDER-MAN (V.O)
This guy ain’t messing around.
INT. A ROOM - NIGHT
Morbius looks at the monitor.
The phone RINGS.
He answers.
MORBIUS
He’s not the target...
His eyes sink.
MORBIUS
Consider it done.
Morbius taps F7.
INT/EXT. TRAIN/TRACKS - NIGHT
Electro clenches a fist. Sparks build around it.
Spider-Man looks on, turns his head slightly.
Electro shoots a bolt of lightning at Spider-Man.
Spider-Man slings over a lamppost, landing behind Electro.
He shoots a web at Electro.
A surge of electricity shoots back at him, sending him
flying.
Spider-Man lands in a heap on the ground. He pushes up.
86.
Electro smirks, clenches two fists and builds more power.
SPIDER-MAN (V.O)
Electric... weakness is water.
He spots a water tower, but it’s too far.
Electro uses an electrical whip to send Spider-Man flying
off the side of the train.
Spider-Man freefalls, upside down, in front of a truck.
He shoots a web at a streetlight and zips back up into the
air.
Electro scowls, moves to the front carriage and uses
electricity to rip a hole in the roof.
He drops down inside, shoots a look at the Driver, whom
backs off.
Spider-Man lands on the roof and scans for movement.
The train speeds up.
Spider-Man rolls backwards multiple times, gripping onto the
last cart with one hand.
Electro draws power from the train console, which fries in
the process.
He shoots the Driver a look.
ELECTRO
Hold onto something.
Electro leaps out of the hole.
The train goes into overdrive.
Spider-Man claws his way onto the roof and spots Electro on
the roof of a nearby building.
Electro smirks and flies off, using electric to power his
flight.
Spider-Man sees a train signal, rolls out of its way.
SPIDER-MAN (V.O)
That was too close.
The Driver taps on the console, but nothing works.
87.
TRAIN DRIVER
No! Work damn it.
Spider-Man swings down into the driver’s cabin.
TRAIN DRIVER
Whoa...
SPIDER-MAN
What’s the prognosis?
TRAIN DRIVER
Systems are fried. No power, but we
keep speeding up.
SPIDER-MAN
How many on board?
TRAIN DRIVER
Sixty... seventy maybe.
SPIDER-MAN
Right.
Spider-Man looks at the console.
TRAIN DRIVER
(panicking)
What do we do?!
SPIDER-MAN
Sit tight.
Spider-Man shoots a web and zips out of the carriage.
TRAIN DRIVER
Hey!
Spider-Man swings over and under the train bridge, wrapping
webbing around the train.
The train snaps the webbing.
SPIDER-MAN (V.O)
Well, that didn’t work.
Spider-Man uses a streetlight to boost himself high above
the train.
He spots a junction up ahead. Lights flashing.
88.
SPIDER-MAN (V.O)
Oh, great.
A WOMAN (30s) stands with a pushchair, which plays host to a
BABY, on the train platform.
She pulls it back as the train bolts past.
A moment later, Spider-Man swings after it.
Spider-Man lands on the back carriage.
SPIDER-MAN (V.O)
How do I stop a moving train?
He ducks a signal light.
SPIDER-MAN (V.O)
Think, Pete... think!
Train Driver tries to splice wires, to no avail.
Spider-Man drops down inside.
Train Driver pops up.
TRAIN DRIVER
Where did you go?!
SPIDER-MAN
Do you have a radio?
TRAIN DRIVER
Yeah, but it went down with the
power.
Spider-Man zips out of the hole again.
TRAIN DRIVER
Damn it!
Spider-Man swings down the tracks, in front of the train.
He shoots a web, latching onto a building and vaults over.
He swings underneath the bridge, then flips up onto it.
Spider-Man shoots webs as the train approaches, forming one
giant web in front of the train.
The train hurtles toward the web.
The Train Driver squints.
89.
The train breaks through the webbing, but slows down in the
process.
Spider-Man spins webs all down the track, forming several
large webs.
The train breaks through each, slowing down after each one.
TRAIN DRIVER
Keep doing that! Keep doing that!
Spider-Man spins webs closer together along the tracks.
He leaps off the bridge, swings through the street and comes
to the end of the track over the harbor.
SPIDER-MAN
This had better work.
He spins more webs.
The train strikes each web, slowing down ever so slowly.
Brakes screech, sparks fly from under the train.
Spider-Man shoots two webs either side, which latch onto
lampposts.
He stands in the crucifix position.
SPIDER-MAN (V.O)
This could hurt... a lot.
The train slows down as it passes the final web and
approaches Spider-Man.
It comes to a screeching stop a few centimeters from him.
SPIDER-MAN (V.O)
(sigh of relief)
That was close.
TRAIN DRIVER
Hey, you!
Spider-Man drops the webs.
TRAIN DRIVER
You. Are. Awesome!
Spider-Man salutes the Train Driver.
Electro shoots by, snatching Spider-Man from the tracks in
the process.
90.
TRAIN DRIVER
Whoa!
EXT. DOWNTOWN NEW YORK - NIGHT
A yellow cab screeches into a 90 degree stop.
Electro dumps Spider-Man from the sky.
Spider-Man slams into the side of the yellow cab, creating a
massive dent.
People SCREAM and run as --
Electro arrives. He wields balls of lightning in hand and a
steel expression on his face.
Spider-Man pushes up, locks eyes with Electro.
SPIDER-MAN
You missed the fun.
Electro does not move.
INT. A ROOM - NIGHT
Morbius glares at the monitor.
One of the Grunts loads a strange bullet into a revolver.
Morbius gulps, taps F8.
EXT. DOWNTOWN NEW YORK - NIGHT
Electro shoots a bolt of lightning at Spider-Man.
Spider-Man leaps out of the way.
Spider-Man spins a web at Electro.
Electro grabs it, reels Spider-Man in closer.
Spider-Man releases the web, swings up to a streetlight and
dropkicks Electro.
Electro hits a streetlight, but the power inside makes him
grow stronger.
He gets up without trouble and smirks.
91.
SPIDER-MAN (V.O)
Oh, come on!
Electro shoots several very nasty bolts from his hand.
Spider-Man dodges most, but gets struck by the last one and
sent into a wall.
Bricks fall as Spider-Man hits the ground, THUD.
ELECTRO
You will die, like the bug you are.
Spider-Man spots a fire hydrant, webs it and pulls back.
The hydrant splits.
Water shoots as if it were shot from a cannon at Electro.
Electro drops to a knee, his electricity shorts.
DILLON
AAAAARGHHHHH! Stop!
SPIDER-MAN (V.O)
What the...
ELECTRO
You cannot defy...
DILLON
Get it out of me! Please!
Spider-Man rushes over. He spots the man behind Electro,
Dillon, reaching for help.
DILLON
Help me...
INT. A ROOM - NIGHT
Morbius frantically taps away at the keyboard.
The phone RINGS.
MORBIUS
What is happening...?
A Grunt answers the phone, hands it to Morbius.
Morbius takes it, places it to his ear. His expression turns
sour.
92.
MORBIUS
Yes, Sir.
Morbius hangs up.
He types on the keyboard, wiping sweat from his brow in the
process.
INSERT: COMPUTER MONITOR
Several project lie open, one named Super Soldier and
another called Project Horizon.
A message pops up: Initiate Chip Override? Y/N
BACK TO SCENE
Morbius taps Y.
EXT. DOWNTOWN NEW YORK - NIGHT
Dillon retracts his hand and SCREAMS in pain.
His eyes glaze over, he becomes Electro once more.
ELECTRO
We will meet again...
Electro uses electricity to fly away.
Spider-Man looks on...
SPIDER-MAN (V.O)
Like hell will we...
Spider-Man swings after Electro.
EXT. NEW YORK SKYLINE - NIGHT
Electro flies beyond the Empire State Building leaving a
trail of electricity in his path.
Spider-Man swings after him, latching onto a flagpole with
an American flag and boosting forward.
Electro stops, mid-flight and turns around. He smirks.
Electro uses a whip of lightning to strike Spider-Man.
Spider-Man falls down, hitting a building and slamming into
the roof of a car.
93.
The alarm of the car goes off.
Electro smirks, soars away into the night.
EXT. NEW YORK CITY - NIGHT
Spider-Man rolls off the roof with a painful groan.
CLICK, a camera flash wakes him up.
Spider-Man stands, backs into the car and shakes the cobwebs
from his head.
He locks eyes with --
EDDIE BROCK (24, white) a man with spiky hair, a leather
jacket and an HD camera in hand.
EDDIE
Could you turn to the left a
little? More light that way.
Spider-Man shoots him a look: seriously?
EDDIE
No... a little to the left, yeah,
perfect.
Eddie takes a photo.
SPIDER-MAN (V.O)
What is this clown doing? This is
no time for a photo op.
EDDIE
Man, these look great. Is that a
bit tight? Looks tight.
SPIDER-MAN
What are you doing...?
EDDIE
Taking a photo to sell to the big
man at the Daily Bugle. Lots of
hype around you.
Eddie snaps a photo.
EDDIE
Lots of Benjamins to be passed
around too.
Eddie snaps a photo.
94.
EDDIE
Why red and black? Why not red and
blue? You know, more patriotic,
like the flag.
Spider-Man shakes his head.
EDDIE
Hey, I’d love to shoot you again.
Here, my card, if you ever want to
get some facetime with the camera,
give me a call and I’ll get you
some coverage.
Spider-Man looks at the card in Eddie’s hand.
SPIDER-MAN
Thanks... but, I’ll pass.
Spider-Man swings away.
Eddie snaps another photo and smirks.
EDDIE
Triple J is gonna pay big bucks for
these, pal.
INT. PARKER HOUSE - PETER’S BEDROOM - NIGHT
Peter enters through the window.
He sits on the bed, pulls out the mask and surveys it.
He sets the mask down on the pillow.
Sobbing seaps through the walls.
He stands by the wall, placing his ear to it.
MAY (O.S)
(finisher prayer)
May God watch over us. Amen.
Peter recoils, his facial expression turns sad as he locks
eyes with Ben’s photo.
He hangs his head, a tear trickles from his eye.
95.
INT. A WAREHOUSE - NIGHT
Rain hammers against the steel roof.
Dillon hangs on the device, strapped and cuffed.
Morbius removes the chip from Dillon’s arm.
MORBIUS
Disengaging control lock.
Morbius cuts the wire to the chip.
Dillon gasps! Panics, looks around in fear.
Morbius sits the chip in a pan and grabs a larger, more
powerful one.
He looks up at Dillon.
DILLON
(weak)
Why are... you doing this... to me?
Morbius looks over at the two Grunts. Then back at Dillon.
MORBIUS
We are trying to replicate a serum.
Your body hosts the correct DNA
structure we require. You bonded
with an external force, Max. You
became more than human. You are the
genetic template we have been
searching for.
DILLON
What... for?
MORBIUS
I’m not sure anymore.
DILLON
You’re playing... God, with my...
life. Let me go.
MORBIUS
If I let you go, you will destroy
the city. You emit too much
radiation. You’re a walking
capacitor, Max.
96.
DILLON
Cure me. Please... I want this...
gone.
Morbius nods.
MORBIUS
For what it’s worth, I am sorry
this happened to you.
Morbius attaches the wires to the chip, then fits it in
Dillon’s wrist.
He puts the gauntlets on Dillon, hesitates, then taps the
power button.
The gauntlet palm lets off an oval of blue light in the
centre.
Dillon’s eyes light up, sparking. He is Electro once more.
MORBIUS
State your mission.
ELECTRO
To destroy Spider-Man.
Morbius shoots Electro a concerned look.
MORBIUS
That’s not possible.
INT. A ROOM - NIGHT
Morbius, on the phone, paces impatiently.
MORBIUS
That’s exactly the problem, Sir.
He’s somehow tuned himself into the
shortwave network. His brain is...
it’s supposed to be dormant. He
shouldn’t know.
He listens.
MORBIUS
I can handle it! Just give me more
time.
The two Grunts enters, both holding guns.
97.
MORBIUS
What...? Sir, I need more time. I
can’t...
One of the Grunts twitches.
Morbius’ eyes widen.
The twitchy Grunt shoots Morbius in the heart.
A bullet pierces Morbius’ dead heart, then ruptures causing
green puss to leak from his wound.
Morbius drops to the ground, huffing, puffing and
convulsing.
MORBIUS
No...
Morbius looks at his hand. It turns ashen.
His whole body melts into ash, which falls upon the ground
leaving only his clothes visible.
Ash blows in the wind.
The phone dangles off the hook.
INT. PARKER HOUSE - LOUNGE - DAY
May sits by the window, as if she has nothing to live for.
Peter walks down the stairs, backpack slung over his
shoulder.
He spots her by the window and walks over.
PETER
Aunt May...?
He lays his hand on her shoulder.
MAY
(warm smile)
Peter...
She looks deep into his eyes.
MAY
I was just thinking about your,
Uncle. I miss him so much, Peter.
98.
PETER
I miss him too.
MAY
He saved me... in so many ways.
That night being one of them. If he
had never come home... he’d still
be...
PETER
But you wouldn’t be.
She looks at him.
He kneels, her hand in his.
PETER
It wasn’t your fault, Aunt May. It
was just... an accident.
MAY
It was no accident. That man
invaded our home.
Peter looks on.
MAY
He made me gather your parents’
things. He took their folders, all
of their research...
PETER
Why would he take them?
MAY
I don’t know... but he asked for
them directly. He said...
She thinks, has a hard time remembering.
PETER
What did he say, Aunt May?
MAY
Something... something about
Oscorp.
Peter lets it sink in.
PETER
What does Oscorp have to do with
anything?
99.
MAY
He said... Your father... the man
said your father had the key.
PETER
The key to what...?
MAY
He never said. He just said it was
the key... and that it was gone.
Lost.
She walks to the kitchen.
Peter glances at the bite on his wrist and wonders.
INT. THE DAILY BUGLE - TOP FLOOR - DAY
Lots of tables and computers, a proper office.
Eddie exits the elevator, like a cocky son of a gun.
EDDIE
Betty... looking beautiful my sweet
little blossoming flower.
BETTY BRANT (26, white) beautiful, crop haired, in a sexy
ensemble suitable for the workplace, short skirt etc, looks
up at him.
BETTY
Eddie. Weren’t expecting to see you
around here.
EDDIE
I’m always around. Check this, I
got some snaps of the webhead.
BETTY
Webhead...?
EDDIE
Running title, you like it?
BETTY
Yeah... real... catchy.
The door bursts open, follows by inaudible shouting.
ROBBIE (39, black) a large man, but handsome, exits the
office, avoiding a large tennis ball in the process.
100.
EDDIE
Chief in a bad mood?
ROBBIE
There’s bad, then there’s, Jonah. I
wouldn’t go in there if I were you,
kid. He’s two tugs away from
blowing his top.
Betty’s deskphone rings. She swiftly answers.
Very loud, incomprehensible shouting from the other end of
the line.
Betty grimaces after each word sounds.
BETTY
Ye... I... yes... That’s... okay...
Bye Mr....
Silence, she hangs up and sighs with relief.
BETTY
He is pissed.
ROBBIE
What he say to you?
BETTY
A few vulgar terms followed by a
question that sounded more like an
order.
She heads off quickly.
ROBBIE
What’ve you got, Brock?
EDDIE
Fresh pics of the local web
slinger, ripe for the picking.
Eddie heads for Jameson’s office.
Robbie tugs him back.
ROBBIE
If you wanna keep that head of
yours I’d stay out of there. Let me
have a look.
Eddie hands over the file.
Robbies opens it, browses through the photos.
101.
ROBBIE
Two hundred.
EDDIE
Jameson usually gives me three.
Robbie looks at Eddie: yeah right!
EDDIE
(defeated)
Fine, two hundred. Guess I’ll have
to dine at McD’s for a day or two.
Betty rushes back, coffee in hand.
Robbie and Eddie make a path for her.
She enters the office.
ROBBIE
What’s he like anyway?
EDDIE
What, Spider-Man?
ROBBIE
Yeah.
EDDIE
Pretty awesome.
Betty exits the office hastily.
The cup of coffee hits the door, coffee spills down the
glass.
ROBBIE
See...?
EXT. NEW YORK CITY - DAY
Peter walks down the sidewalk like a normal person.
A few cop cars speed by in a hurry, sirens blazing.
Peter ignores them, looks as if he has a lot on his mind.
He turns the corner and --
Bumps into Gwen, again.
They look at one another.
102.
PETER
Hey...
GWEN
(unhappy)
Bye.
She walks off.
He tugs her back.
She turns to face him, looking as if she has had a rough
time.
PETER
Are you mad at me or something?
GWEN
You left me on the side of the road
in the middle of the night to go
who-knows where. And you’re asking
me if I’m mad at you. What do you
think?
She turns away from him and walks off.
PETER
Gwen...
She sighs, turns back to him.
PETER
I’m sorry.
GWEN
Don’t be sorry, Peter. I’m sure
whatever you had to do was
important. Just... tell me in the
future, okay?
PETER
Okay.
She walks off.
PETER
Gwen...
GWEN
What?
103.
PETER
Do you intern at Oscorp still?
She faces him, wonder etched on her face.
GWEN
Why do you ask?
PETER
I need your help.
INT. A WAREHOUSE - NIGHT
Electro hangs from the device, unable to move and not even
trying to.
He looks as if he is in a trance.
Electrical currents cross the wires and surge into his body.
He smirks as he takes the energy in.
OCTAVIUS (O.S)
How do you feel?
ELECTRO
Strong.
OTTO OCTAVIUS (41, white) a stern looking man with steely
eyes, in a white coat, steps from the shadows.
OCTAVIUS
My employer says you have much
potential. I am inclined to agree
with him. You are... magnificent. A
shame, Michael did not see it that
way.
ELECTRO
Let. Me. Go.
OCTAVIUS
When the hand is dealt, I will do
as you ask. But only when the order
is given. Do I make myself clear?
ELECTRO
Crystal.
A sudden jolt of electricity shoots across the wires into
the power towers.
Two whips of lightning strike the Grunts like leashes.
104.
The Grunts fall dead.
Electro breaks free, rips the containment shackles off and
drops to the ground.
Octavius steps back.
ELECTRO
Nothing you devise can contain me.
I will kill Spider-Man...
OCTAVIUS
I order you to stop.
Electro grabs Octavius by the throat, hoists him off the
ground with ease.
ELECTRO
I do not take orders from you.
Electro throws Octavius into the wall, then shoots a bolt of
electricity at the steel door.
A hole blasts in the steel door.
ELECTRO
Consider this my gift to you.
Electro leaves through the hole in the door.
Octavius pulls out his phone and dials.
OCTAVIUS
Subject has escaped.
He listens.
OCTAVIUS
Yes, Sir.
EXT. OSCORP INDUSTRIES - DAY
Peter and Gwen approach the main building.
Coulson stands outside, exchanging steely looks with the
Security Guard.
GWEN
Damn... I promised Mr. Phillips I’d
give him a tour.
105.
PETER
Why is he interested in Oscorp?
GWEN
Why are you?
He gestures with his head: good point.
Gwen greets Coulson with a handshake.
GWEN
Sorry I’m late, Sir.
COULSON
That’s all right. I had nothing
else on today. Peter, showing an
interest in the wonders of science,
eh?
PETER
Something like that.
Coulson nods. Aims a rather distinctive look at Peter.
GWEN
Shall we?
INT. OSCORP INDUSTRIES - RECEPTION - DAY
Coulson stares up at the statue of Norman.
Peter seems in his element, looking at the art on the walls.
PETER
Is that a... Picasso?
Abby hurries over.
GWEN
Yes. Mr. Osborn loves art. It’s a
passion of his.
Peter grunts, impressed.
ABBY
Gwen...? Who are these two?
Coulson stands beside Abby, looking at her.
Abby seems nervous all of a sudden, once every so often
looking at him.
106.
GWEN
Interns.
ABBY
I wasn’t aware we were taking any
on at this time.
GWEN
There was a notice in the board
room. We’re allowed to bring two
potentials in for the day, show
them around a bit.
ABBY
Right, well...
Coulson is still staring at Abby.
ABBY
I’ll let you get on with it then.
Abby walks off.
Peter aims a cautious look at Coulson.
PETER
Interns?
GWEN
Mr. Phillips is allowed to be here.
You, don’t get me fired.
PETER
I’ll try not to.
They walk past the statue of Norman, to the elevators.
PETER
How much you think that cost?
COULSON
Six million.
GWEN
How did you know that?
COULSON
Lucky guess.
107.
INT. OSCORP INDUSTRIES - LABS - DAY
Lots of scientific equipment about inside of small labs off
the main walkway.
Robotic arms lift vials of liquid into containers inside one
of the rooms.
SCIENTISTS whizz about the place.
Gwen leads Peter and Coulson down the main walkway.
They pass a room with Scorpions inside, resting in small
tanks.
COULSON
Did you not have an escaped test
subject?
GWEN
Not that I’m aware of. Why do you
ask?
COULSON
Cross-species genetics, imagine a
scorpion the size of a man roaming
New York at night.
GWEN
Spider-Man roams New York at night.
COULSON
True. But Spider-Man is cool.
Peter smirks.
COULSON
Scorpions on the other hand, the
tiniest sting... and, well, death.
What if one of your test subjects
gets loose? Who would contain them?
PETER
Probably some government
organization. Like they do with
aliens.
Gwen smiles.
Coulson chuckles.
108.
COULSON
I guess so. Never know what is out
there. Right...?
They pass a room in which a strange black goo sits contained
within a tank.
Gwen stops near a large room in the shape of a hive.
Coulson and Peter look around.
A large telescope sits in the center of the room.
Small cases contain spiders and various insects on tables.
SCIENTISTS work away, injecting various insects with various
colored liquids.
Peter notices several containers, similar to the one he
pulled from his parents’ box.
PETER
Whoa...
GWEN
Pretty cool, huh?
Peter walks over to the containers, picks one up and notices
the same hazard warning on it.
GWEN
Peter, put that down.
He sits the container down as Gwen approaches.
Coulson stands alone, looking around.
GWEN
Don’t get me in trouble.
PETER
Gwen, I’ve seen that container
before.
GWEN
What?
PETER
My parents had one, it was broken.
There was webbing inside of it.
Gwen wonders.
109.
PETER
The guy who killed my uncle, took
the box it was in. Aunt May says
the man said something about
Oscorp.
GWEN
What are you talking about?
PETER
Gwen, I think the killer works
here... at Oscorp.
GWEN
Is that why you came here? To find
your uncle’s killer?
PETER
No. I...
Peter rubs his brow.
PETER
My uncle said that my mother worked
here, maybe she took a container, a
spider, gave it to my uncle, now
thirteen years later some guy comes
and takes it back.
GWEN
Peter, slow down.
PETER
What if he killed my parents?
Gwen sighs.
PETER
I gotta go.
He rushes off.
GWEN
Hey... wait...
He is gone.
Gwen looks around.
Coulson is gone too.
110.
GWEN
Oh... great.
EXT. OSCORP INDUSTRIES - DAY
Peter exits the building and crosses the parking lot.
Gwen chases after him.
GWEN
Peter.
He stops, looks at her sadly.
GWEN
Hey...
PETER
I don’t know what to do.
She places her hand to his cheek.
PETER
None of this makes any sense.
GWEN
Peter, tell me what’s going on.
What is happening to you?
He shakes his head.
GWEN
Don’t lie to me. You can tell me.
He looks away.
She shakes her head, turns away from him.
Peter takes the chance, webs her and brings her in close.
She gasps!
GWEN
What.... wh....
PETER
I know.
He kisses her.
She wraps her arms around him as they kiss.
111.
GWEN
I can’t... you’re...
PETER
I’m still me.
GWEN
You’re Spider-Man...
She laughs, then kisses him again.
PETER
You wanna see something?
GWEN
What?
PETER
Come with me.
EXT. ROOFTOP - NIGHT
Peter and Gwen lie next to one another, stargazing.
She runs her fingers up his chest like a spider.
He smiles.
She cuddles into him.
A shooting star hurtles by in the starry sky.
GWEN
I never would’ve thought you
were... you saved all those
people... that’s why you left.
PETER
I do what I can. My uncle said why
waste talent. I guess it sunk in.
She looks at him.
GWEN
How did you stop the train?
PETER
I put things in front of it.
GWEN
How did you know it’d work?
112.
PETER
(chuckles)
I didn’t.
She chuckles.
GWEN
So what was that thing that caused
it?
PETER
I don’t know. Whatever it was, it
was like me.
GWEN
How do you mean?
PETER
It... he, was different. He could
control electricity. But there was
something else...
He recalls.
PETER
He asked me to help him. Like he
was two different people in one
body.
GWEN
Maybe he is? Maybe whatever is
inside of him, he can’t control.
Peter wonders.
GWEN
Maybe it’s controlling him.
PETER
What if it is?
He sits up.
She sits up, looks at his puzzled expression.
PETER
My mom took a container with a
spider, from Oscorp. I got bit,
turned into... this. What if he is
the same?
113.
GWEN
You think Oscorp has something to
do with him?
PETER
Blackouts all the time. I saw what
he could do. He drains power, Gwen.
Like he’s some sort of human
capacitor. What if Oscorp
experimented on some poor guy,
turned him into a monster they
could control?
Gwen ponders on a thought.
PETER
I have to find him.
GWEN
Are you insane? You said you saw
what he could do. What if he gets
stronger?
PETER
If he gets stronger he’ll destroy
the city. He almost derailed a
train, Gwen, then he had enough
energy to fight me off. I have to
find him before he...
Peter’s eyes widen. He stands.
Gwen follows him to the edge of the roof.
Times Square goes dark in the distance.
Block-by-block, power goes out until...
Only a single, strong light shines in the form of a man.
GWEN
Oh my God.
PETER
He’s drained the whole city.
EXT. TIMES SQUARE - NIGHT
Electro stands in the middle of the road.
Overturned vehicles all around him.
Smoke rises from a burning building.
114.
A COP shoots.
Electro whips the bullet from the air, then whips the Cop
with a lightning bolt.
ELECTRO
Spider-Man! Come out come out
wherever you are!!!!!!
People SCREAM and run frantically.
Electro laughs, raises his hands.
The clouds above swirl.
Thunder CLAPS!
Lightning strikes Electro’s gauntleted hands as his power
builds immensely.
ELECTRO
I’m waiting....
EXT. ROOFTOP - NIGHT
Peter, wearing his Spider-Man suit without the mask,
approaches the edge of the roof.
Gwen grips his arm.
GWEN
Peter, please... think about this.
He’s too strong.
PETER
I don’t have a choice. No one else
can stop him. Do me a favor, Gwen.
She nods, teary eyed.
PETER
Go home.
Peter puts on the mask, becoming Spider-Man.
He leaps off the roof and shoots a web.
The web latches onto a building.
Spider-Man swings through the city, as fast as he can,
dodging streetlights and such.
Gwen looks on from the rooftop.
115.
GWEN
Go get him, Pete.
EXT. TIMES SQUARE - NIGHT
Electro stands amongst the rubble of a downfallen building.
He spots Spider-Man on arrival, smirks.
Spider-Man runs along a roof, leaps down and swings toward
the destruction.
Electro uses an electric whip to toss a car into the air.
Spider-Man back-flips over it and shoots several web balls
at Electro.
Each ball dissolves as it hits Electro.
Spider-Man lands in the classic position, eyeballs Electro.
ELECTRO
You. Will. Die.
SPIDER-MAN
I don’t think so.
Electro smirks, throws his hand forward.
A bolt of lightning strikes.
Spider-Man dodges.
Electro causes several bolts of lightning to strike down
from the sky.
Spider-Man dodges each one, gets thrown back by the final
one into a car.
Electro grabs Spider-Man by the throat, hoists him up.
Electricity causes Spider-Man’s outfit to tear.
Spider-Man webs Electro in the face, then wraps around him
like an anaconda.
Electro kneels, then flies up into the sky leaving electric
in his wake.
Spider-Man lets go in mid-air, free falls for a moment,
shoots a web.
Electro ignites the web with electric.
116.
The current hits Spider-Man, forcing him to release the web.
Electro flies in, punches Spider-Man right in the face.
ELECTRO
Die!!!!
Electro throws Spider-Man through a building window, SMASH!
INT. BUILDING - NIGHT
Spider-Man rolls uncontrollably, smashing through a few
desks in an office.
He comes to a stop, pushes up and --
Electro snatches him from the ground and throws him out the
other window, SMASH.
EXT. NEW YORK CITY - NIGHT
Spider-Man falls, upside down, tries to shoot a web.
Electro yanks Spider-Man down and they CRASH into a car.
Metal protrudes through Spider-Man’s side.
Electro stands over Spider-Man, electrical balls building in
his gauntlets.
ELECTRO
You never should have stood in my
way. And like the bug you are. Now
I squash you.
Electro stands on Spider-Man’s chest.
Spider-Man, weakly, grabs at Electro’s ankle.
ELECTRO
Prepare. To. Die.
Electro shocks the hell out of the car, causing sparks to
electrocute Spider-Man.
Spider-Man, out of desperation, shoots a web at a car door
and slings it at Electro.
Electro falls from the car.
Spider-Man peels himself off the bar and rolls off the car.
117.
Blood gushes from Spider-Man’s wound as he pushes up.
Electro shoots an electric bolt at Spider-Man.
Spider-Man crashes into a streetlight, which topples.
Spider-Man groans, barely able to push up.
ELECTRO
You should give up. There is no
hope. Your efforts are worthless.
Spider-Man spins a web --
Electro stands on Spider-Man’s wrist.
ELECTRO
You’ve spun your last web.
A ball of lightning forms in Electro’s gauntlet.
ELECTRO
You were dead the moment you were
born...
Electro’s gauntlets shutdown.
He looks at them, anger in his eyes.
ELECTRO
No!
Spider-Man trips Electro.
Electro regains his balance.
Spider-Man dropkicks him into a car.
Electro tries to use electricity, not working.
Spider-Man shoots two webs, which attach to Electro.
Spider-Man uses the webs to sling himself into Electro’s
face, feet first.
Electro falls to the ground.
Spider-Man uses a car door on Electro’s back.
Electro shoves Spider-Man into the car, rips his left
gauntlet off.
Electricity builds at his fingertips.
118.
Spider-Man dodges an electric bolt, wraps around Electro
like a snake.
Spider-Man locks in the Black Widow submission he used on
Bonesaw.
Electro falls to a knee.
Spider-Man notices a bump on Electro’s wrist, wiring sticks
out.
Spider-Man rips the wiring out, and detaches the chip.
Electro loses his power, drops.
Spider-Man increases his grip.
DILLON
(weak)
Stop... Please...
Spider-Man releases the submission and falls back to his
butt.
Dillon is back, gripping his head in pain.
DILLON
Where... where am I?
Spider-Man looks on.
Dillon notices the carnage. Tears build in his eyes.
DILLON
What have I done...?
Fire everywhere. Complete chaos.
Dillon bows his head in shame, electrical sparks consume his
body, he groans in pain.
DILLON
Kill me.
Spider-Man looks on.
DILLON
I deserve to die.
Spider-Man stands over Dillon, a pitiful stance.
119.
DILLON
I killed people...
SPIDER-MAN
No. This did.
Spider-Man shows Dillon the chip.
Dillon furrows his brow in anger, clenches a fist.
DILLON
They did this to me. They made me
into a monster!
An electrical surge explodes a dead streetlight.
Spider-Man steps back.
Dillon, angry, becomes unstable. Sparks form around his
body.
DILLON
They need to pay.
SPIDER-MAN
Who are they?
Dillon shoots him a look.
Spider-Man extends his hand.
Dillon looks at it, contemplating. He grips it.
Spider-Man helps Dillon to his feet.
DILLON
I can show you.
INT. A WAREHOUSE - NIGHT
Dillon looks around, scanning.
Everything is gone, only the two dead Grunts remain.
Spider-Man inspects the Grunts.
SPIDER-MAN
They’re synthetic, not human.
Dillon looks up at the room on the second floor.
120.
INT. A ROOM - NIGHT
The computer is still there.
Dillon spots the ashes on the ground.
Spider-Man approaches the computer.
INSERT: COMPUTER SCREEN
An OSCORP logo sits on the screen.
A file opens. Lots of information regarding the Super Solder
Project and Project Horizon.
A message pops up: "Inconclusive Data, Subject unstable".
BACK TO SCENE
Spider-Man looks over at Dillon.
SPIDER-MAN
Oscorp did this. To us both.
DILLON
Both...?
SPIDER-MAN
How do you think I became this?
Sirens blare from OS. Red and blue lights flash from
outside.
Spider-Man approaches the window, spots several dozen NYPD
cars and a SWAT truck.
SPIDER-MAN
We need to go.
DILLON
No.
Spider-Man surveys Dillon’s tiredness.
DILLON
I called them.
Dillon taps on his head.
SPIDER-MAN
Are you sure about this? What about
Oscorp?
121.
DILLON
Promise me something.
Spider-Man looks on.
DILLON
Don’t let them hurt anyone else.
Dillon extends his hand.
Spider-Man nods, shakes his hand.
SPIDER-MAN
Good luck...
DILLON
Call me, Max.
EXT. A WAREHOUSE - NIGHT
Cops stand at the ready, fingers on triggers.
SWAT stand front and center, ready to enter the warehouse
when --
Dillon steps out, slowly.
Captain Stacy grabs the megaphone.
CAPTAIN STACY
Stay right where you are. Do not
move.
Dillon stops, looks up.
Spider-Man sits perched upon a crane, watching the whole
thing.
Dillon extends both hands.
CAPTAIN STACY
(to the Cop)
Cuff him.
Spider-Man stands on the crane.
The Cop puts Dillon in the cop car.
Dillon looks straight ahead, unmoving, a dark look in his
eye.
122.
PETER (V.O)
All I ever wanted was to do
something with my life. To be
someone.
Spider-Man swings off into the night.
PETER (V.O)
I just need to make a difference.
To mean something.
EXT. MIDTOWN HIGH - DAY
Peter walks amongst the students.
Flash and Chad sit with their friends over by the outside
tables.
Flash nods to Peter.
Peter nods back.
PETER (V.O)
These days, I’m no longer the
loner. I matter.
Gwen arrives, smile on her face.
She kisses Peter.
They walk hand in hand toward the main building.
PETER (V.O)
People no longer look at me like
I’m the outsider.
INT. PARKER HOUSE - LOUNGE - DAY
May has a box on her lap. She is looking at a photo of Ben.
She sits the photo in the box and closes the lid.
Peter enters the house, Gwen follows him in.
She greets Aunt May with a peck on the cheek.
All three smile.
PETER (V.O)
The truth is though, even after
everything that’s happened...
123.
EXT. NEW YORK CITY - NIGHT
NYPD cars shoot down the street at top speed.
Spider-Man swings behind them, over a streetlight, through
the gap between a truck and its cargo.
PETER (V.O)
I’m still an outsider.
Spider-Man swings around an American flagpole and zips up
into freeze frame.
PETER (V.O)
I am Spider-Man.
CUT TO BLACK:
ROLL CREDITS
FADE IN:
INT. CELL - NIGHT
Glass walls contain water, even the floor is glass, and
beneath is water.
Dillon, shackled and cuffed, walks into the cell and sits on
the bed.
COULSON (O.S)
You did a good thing, Max. Coming
to us.
DILLON
Who are you?
Coulson steps from the shadows.
COULSON
We’re the ones that protect the
population.
Coulson walks to the door.
DILLON
What will happen to me?
COULSON
Nothing. Don’t fret, Max, you are
in good hands.
Coulson leaves.
124.
Dillon looks at the door.
The door closes.
Upon the door lies the emblem of... SHIELD.
CUT TO BLACK:
CONTINUE CREDITS
FADE IN:
INT. OSCORP INDUSTRIES - OSBORN’S OFFICE - NIGHT
Very expensive, immaculate in its upkeep.
STAN LEE cleans dust from the large glass desk.
Something THUDS from OS.
Stan Lee looks around, shakes his head.
The Goblin’s CACKLE sounds.
Stan Lee wonders.
STAN LEE
Hello?
Stan Lee opens a door.
The Goblin’s mask stares back at him.
He GASPS, falls down.
A shadow grows over Stan Lee.
A hand grabs the Goblin mask.
The Goblin’s CACKLE sounds as --
CUT TO BLACK:
CONTINUE CREDITS