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.

lcscripts@outlook.com 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. Were 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 youre 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 Levitators 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, its over. RICHARD Its 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: 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 Im some sort of outsider. Peter walks up the steps as a SKATER (18) grinds down the railing. WEB OF SPIDER-MAN

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) Thats, Flash Thompson, most known kid in school. Completed eighty nine passes, scored over two hundred points... probably the only thing hell 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 dont mean, to be mean, but, Flash is one of those bullies that even the bullies fear. So, hes 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 cant wait to get out of this place. Its torture. I just need to be something else instead of the kid no one likes... and loves to hate. Peter walks alone, as if hes 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 Ill 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 cheerleaders 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. Thats me. Puny Peter Parker... currently residing in Flashs 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. Hes 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 Peters 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. Shes 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, Im 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 electricians van pulls up to the gates. A Security Guard presses a button. Slowly, the gates open. The electricians 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 electricians 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. Im 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 dont 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. Im 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 Peters 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 Flashs 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, youre 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... FLASHS 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 Ill 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. Ive 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 youre 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 Its nothing personal, just, Mr Osborn doesnt 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 Im 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 Thats the laboratories, Im 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 cant 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 doesnt fit. Are you sure you got the right size? MAY Dont 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 cant 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. Dont 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, Ill be damned. Im 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 Ill 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 Youre 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 Im some sort of hideous monster. ABBY Youre 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 doesnt hurt anymore. But I look at it, every night, knowing it was the thing that caused her to leave me. ABBY Youre a miracle man. She dont know what she left behind. Youre 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 Dont 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 didnt 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 - PETERS 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 Peters 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 doesnt 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? Its 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 Dillons 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 - PETERS 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. PETERS 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. PETERS BODY - HEART The webbed cells course into the heart. The heart pumps, faster and faster until -- it stops. INT. PARKER HOUSE - PETERS 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. Peters 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 cant be real. Nope, cant 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... Im a... jock. INT. PARKER HOUSE - PETERS BEDROOM - DAY Peter grabs a pair of pants and tries to put them on, but they dont 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 cant 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, its gone now though. MAY (O.S) Okay, well, hurry up or youre gonna be late. PETER Ill be down in a minute. PETER (V.O) Oh crap, what am I gonna do? I cant let them see me like this, theyll think Im 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 wont notice. INT. PARKER HOUSE - UPPER HALL - DAY Peters 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... dont 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 Ill 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 hasnt gone off or past its sell-by date? MAY (O.S) Powers 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. Peters grip weakens, one hand slips from the ceiling.

33. PETER (V.O) Whoa. Whoa. Uh-oh... Peters hat falls off, floats down and lands upon -Bens 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) Its 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 oclock. 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. Peters 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 Peters 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 devils look, smiles at Peter, charming yet rather eerie. HARRY You all right? Look like youve seen a ghost or something. PETER No... Im err... Im good. Yeah, good. Just, feel... different. HARRY You look different too, and whats with the sixties get-up? Is there a Hippie do I dont know about? PETER All my clothes are in the wash... HARRY Theres 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 Peters 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 dont know, thats why I said something. I think Im 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 Flashs face) I wont 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 Im 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 Youre... reading Jules Verne? GWEN Yeah, its err.. its 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. Doesnt 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 Youre 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 Im saying, is you need more confidence. Gwen is the hottest (MORE)

40.

HARRY (contd) 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 whats 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 mustve 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 Its not funny, Harry. This is bad. HARRY Peter, you went from David to Goliath overnight and you think its 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 hes 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 dont 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) Ill 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 - PETERS 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 itd 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 Peters bed, he seems a bit bothered. PETER Is something wrong? BEN (sighs) Its 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 youre still here.

45.

PETER Im 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. Id just like to know what happened to them is all. Peter aims a heartfelt look at Ben. BEN I guess some secrets arent 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 cant 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 Dillons 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 - PETERS 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, couldve sworn you werent so tall. Did you sprout overnight? PETER (convincing) Ive 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) Ill keep him contained, Aunt May. INT/EXT. BENS 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 thats 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 wont react to the awesome spider-guy. Its 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 Signers 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 Bonesaws 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 dont 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... hes in trouble. Peter and Bonesaw come face to chest. PETER (V.O) Damn, this guy is tall! BONESAW Im 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 were gonna find out, huh? BONESAW (laughs) I doubt youll get the chance. RING. THE. BELL! The bellkeeper RINGS the bell. Bonesaw grapples for Peter. Peter slides between Bonesaws legs. PETER (V.O) Hes 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 hes 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 Youre 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 Peters 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 Bonesaws 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 Hes 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. BENS CAR - NIGHT Peter smiles, he seems delighted. BEN He just came in like he had been there all along and whooped Bonesaws backside. You shouldve 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? Kids got talent, what else is he gonna do with it? Peter wonders. BEN Still, best event weve 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, dont close your eyes.

59. Ben reaches a hand up. Peter grips it. BEN Peter... PETER Im here. Stay with me. Dont give up. Bens head falls to its side. Eyes wide open. His hand drops from Peters 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 Bens grave, she lays a picture of them together upon the coffin. Peter and Harry walk together. HARRY Im 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 Im 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 Bens 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 - PETERS 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) Kids 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 Dillons 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 Im just... an electrician. MORBIUS Youre a walking capacitor capable of powering several city blocks. Clean energy, Max. Human fusion. Morbius removes a chip from his pocket, holds it in Dillons 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 Dillons 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 its 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 Sytsevichs 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 dont 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 wont 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 dont 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 Ladys 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 Sytsevichs 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 Sytsevichs chest. COP Ill 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 - PETERS 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 Flashs 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... Im sorry about your uncle. Peter nods. FLASH Im sorry we mess with you, man. High school stuff, you know? PETER You dont need to apologize. FLASH Yeah I do. I was a dick, we all were. I just wanted to tell you, you wont 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 Ive 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... didnt think youd 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, Im 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 dont have to, dont say yes out of pity. I just thought, youd wanna go... you know, see a movie or something? GWEN When?

72. PETER Not now of course, you know, were in school... after, like, tonight maybe? GWEN Id 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 Ill 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 didnt 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 wont 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 Its 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, Im a huge fan of your work. Peter extends his hand. Reed smiles, shakes Peters hand. PETER Ive read all your articles, pretty good stuff. Really interesting. REED Im glad. Sorry, Peter, I would love to chat its 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 dont 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 Were 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 Im 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 dont 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. GWENS 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, Im... MRS. STACY Peter Parker, right? PETER Yeah. Im not late am I? MRS. STACY No. Right on time. Come in. Shell be down in a minute.

79. INT. GWENS 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 Hells 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 Youre 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, hes 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 Dillons 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 Dillons P.O.V the train hurtles up the tracks. BACK TO SCENE Morbius bows his head. MORBIUS No, dont 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 butts numb. Gwen laughs. PETER Did you have a good night? GWEN Yeah. I had a great night. They stop, look into one anothers eyes. PETER Ive 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 Im 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 aint messing around. INT. A ROOM - NIGHT Morbius looks at the monitor. The phone RINGS. He answers. MORBIUS Hes 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 its 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 drivers cabin. TRAIN DRIVER Whoa... SPIDER-MAN Whats 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 didnt 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, Id love to shoot you again. Here, my card, if you ever want to get some facetime with the camera, give me a call and Ill get you some coverage. Spider-Man looks at the card in Eddies hand. SPIDER-MAN Thanks... but, Ill 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 - PETERS 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 Bens 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 Dillons 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 Im not sure anymore. DILLON Youre playing... God, with my... life. Let me go. MORBIUS If I let you go, you will destroy the city. You emit too much radiation. Youre a walking capacitor, Max.

96.

DILLON Cure me. Please... I want this... gone. Morbius nods. MORBIUS For what its worth, I am sorry this happened to you. Morbius attaches the wires to the chip, then fits it in Dillons 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. Dillons 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 Thats not possible. INT. A ROOM - NIGHT Morbius, on the phone, paces impatiently. MORBIUS Thats exactly the problem, Sir. Hes somehow tuned himself into the shortwave network. His brain is... its supposed to be dormant. He shouldnt 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 cant... 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... hed still be... PETER But you wouldnt be. She looks at him. He kneels, her hand in his. PETER It wasnt 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 dont 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. Werent expecting to see you around here. EDDIE Im 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 Theres bad, then theres, Jonah. I wouldnt go in there if I were you, kid. Hes two tugs away from blowing his top. Bettys 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... Thats... 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 Whatve you got, Brock? EDDIE Fresh pics of the local web slinger, ripe for the picking. Eddie heads for Jamesons office. Robbie tugs him back. ROBBIE If you wanna keep that head of yours Id 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 Ill have to dine at McDs for a day or two. Betty rushes back, coffee in hand. Robbie and Eddie make a path for her. She enters the office. ROBBIE Whats 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 youre asking me if Im mad at you. What do you think? She turns away from him and walks off. PETER Gwen... She sighs, turns back to him. PETER Im sorry. GWEN Dont be sorry, Peter. Im 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 Id 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 Im late, Sir. COULSON Thats 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. Its 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 wasnt aware we were taking any on at this time. GWEN There was a notice in the board room. Were allowed to bring two potentials in for the day, show them around a bit. ABBY Right, well... Coulson is still staring at Abby. ABBY Ill 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, dont get me fired. PETER Ill 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 Im 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 Dont get me in trouble. PETER Gwen, Ive 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 uncles 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 dont know what to do. She places her hand to his cheek. PETER None of this makes any sense. GWEN Peter, tell me whats going on. What is happening to you? He shakes his head. GWEN Dont 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 cant... youre... PETER Im still me. GWEN Youre 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 wouldve thought you were... you saved all those people... thats 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 itd work?

112.

PETER (chuckles) I didnt. She chuckles. GWEN So what was that thing that caused it? PETER I dont 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 cant control. Peter wonders. GWEN Maybe its 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 hes 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 hell 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... Peters 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 Hes 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 Electros gauntleted hands as his power builds immensely. ELECTRO Im 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. Hes too strong. PETER I dont 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 dont 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-Mans 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-Mans 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-Mans chest. Spider-Man, weakly, grabs at Electros 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-Mans 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-Mans wrist. ELECTRO Youve spun your last web. A ball of lightning forms in Electros gauntlet. ELECTRO You were dead the moment you were born... Electros 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 Electros face, feet first. Electro falls to the ground. Spider-Man uses a car door on Electros 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 Electros 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 Theyre 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 Dillons 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 Dont 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, Im 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 Im 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 thats 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) Im 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 Were the ones that protect the population. Coulson walks to the door. DILLON What will happen to me? COULSON Nothing. Dont 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 - OSBORNS 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 Goblins CACKLE sounds. Stan Lee wonders. STAN LEE Hello? Stan Lee opens a door. The Goblins mask stares back at him. He GASPS, falls down. A shadow grows over Stan Lee. A hand grabs the Goblin mask. The Goblins CACKLE sounds as -CUT TO BLACK: CONTINUE CREDITS