SPIDER-MAN

a fan-screenplay by Sam Stapleton and Jayden Bailey

SAW ENTERTAINMENT 2010 http://sawentertainment.net

SPIDER-MAN FADE IN: EXT. GRAVEYARD - DAY A clear graveyard. A funeral service. A PRIEST is stood up high, reading a passage from the Bible. We roam through the front row, stopping on an elderly woman, MAY PARKER (60s). Tears SPARKLE in her eyes, rolling down her cheeks. Beside her is PETER PARKER (17). He is transfixed on the Priest. His face is unreadable.

PARKER (V.O.) How many times must one fall to before they can't build up the strength to get back up? May turns into Parker's arms. AIR brushes around them. He holds her tight. THE COLD

PARKER (V.O.) (CONT'D) The answer? There is none. It depends on the person. Some people can, and others can't. Me? I guess once you mess up like I did, you can't. Hell, I just don't want to. We follow the air up onto the coffin. A picture of an older man stands, covered with flowers, on the top. BEN PARKER. PRIEST Ben Parker was a beloved husband, uncle, and a great man. BACK ON PARKER as finally his face breaks, and a single tear falls from his eye. PARKER (V.O.) Sometimes, it hurts so bad, that you don't even want to breathe. SMASH TO BLACK WEBS. Shot swerves in between them -- rise up to black. Words flutter across, 'SPIDER-MAN'. INT. PARKER RESIDENCE - DAY IN THE KITCHEN, May, still in her funeral clothes, pours two glasses of tea. She takes the tea cups and lays them down on the table, one in front of Parker.

2. MAY They say tea calms the body and spirit. No answer. Parker, once again, is unreadable. into nothing. MAY (CONT'D) You're not making this easier... He looks at her, broken. PARKER (voice breaking) I'm sorry, Aunt May. believe it. Just starring

I just can't

MAY I know, Peter, neither can I. But these things happen... (beginning to break) And no matter how hard we try, it isn't going to get better. PARKER (V.O.) I wanted to comfort her, tell her it wasn't her fault... Tell her the truth; it was mine. I let down the one man who was always there for me. And with cruel remarks I spoke to him last. I didn't know how much worse I could feel. May sips her tea, trying to regain control. sip as well. PARKER (CONT'D) I'm sorry for acting like a jerk. I'm just really tired and confused and... MAY I know, dear, you don't have to tell me. You can have as much time as you want to yourself. Parker nods in appreciation. PARKER'S BEDROOM Parker falls onto his bed. Time seems to slow down. HEAR HIS HEARTBEAT. Slow and steady. We Parker takes a

3. PARKER (V.O.) I wanted to lay there forever. Never get up, never see anyone else again. And again, a tear breaks his stare. CUT TO: INT. OLD STYLE CAF - DAY A simple, yet elegant caf. Two elderly men play chess at one end, while others eat pie with a cup of coffee. We spot two younger men. One is Parker, and the other is who we'll come to learn as HARRY OSBORN (18). Parker gulps down some chocolate milk, as Harry finishes off his pie. HARRY Well, don't come back until you're totally ready. PARKER I know, Harry. Thanks for coming down here with me. HARRY No problem. It's the least I could do. We haven't seen each other for awhile. Dad and his trips. PARKER Well, he is a business man. HARRY With no time for his son. (last bite) This pie was delicious. I might have another... Excuse me! A waitress moves to their table, her name-tag reads: MARY (60s). MARY What can I get you? HARRY Some more chicken pie please. Thanks.

She takes his plate and walks back to the kitchen. HARRY (CONT'D) Did you want anything else?

4. PARKER No, I can't take all of your money. HARRY (chuckling) All of my money? I Could buy you this whole place and it would only take a couple thousand. PARKER You make it seem so easy. HARRY Well, for me it is. You like having a billionaire buddy? PARKER Love it. They chuckle. This is the first time Harry has seen Parker smile for a while. Mary returns with the plate, this time, another slice of pie waits on it. He sets it down and continues on. HARRY Well, I say we catch a movie later tonight. See a horror movie, it's what you need. That new Man-Spider looks pretty cool. PARKER Sure... Wait, I can't tonight. have stuff to do. HARRY Like what? PARKER Funeral stuff. Paying everything off. We couldn't pay up front because we don't have the money. HARRY You should have let my father pay for it like he wanted. He likes you, you know. PARKER Does he? Well, he's a cool guy, but Aunt May wanted to do this herself. Harry nods, eating more of his slice. HARRY How about tomorrow? I

5. PARKER Yeah, that could work. HARRY I'll drop by your house tomorrow night? I wouldn't think you're going to school... PARKER No, probably not. But yeah, stop by. Parker lifts his arm and checks his watch. PARKER (CONT'D) But, I better get going. Promised Aunt May I'd be back soon. HARRY See ya tomorrow, buddy. Parker leaves the table and waves to Harry as he walks out the door. Harry continues his pie. Mary returns with the bill. MARY He just left you here? HARRY Nah. I was going to pay anyway. He's been through a lot. MARY You're a good friend. HARRY Well, he's my best friend. By the way, tell your cook this pie is damn near perfect. MARY Will do. INT. PARKER RESIDENCE - EVENING IN THE KITCHEN, Parker goes through the funeral bills at the table. Shaking his head at the cost. Poor people don't have this kind of money. May strides into the room, wrapped in her nightgown. MAY Peter, you really shouldn't worry yourself with those bills.

6. PARKER We don't have this kind of money. MAY Don't we, we'll get by. PARKER I'm going to try and find a job. May smiles to him. He's a good kid. She looks up on the walls, photos cover them. She relives the memories, SMILING. MAY You were always good at photography. You took some good photos. Parker looks up too. smile. He spots on that makes his cold face

SWING UP TO REVEAL a picture of Parker, Ben, and May. Together, as a family, along the bench. MAY (CONT'D) He was a good man. And god forbid the best ones fall. PARKER Well, I'm going to type up a resum later and go job hunting. MAY You really don't have to, Peter, I can get by. PARKER Hardly. It's time for me to step up, Aunt May. I'm the man of the house, and it's time I started giving back. May's smile grows bigger, as she moves behind Parker, hugging his neck. MAY You're a good boy, Peter, and you do whatever you want. Don't let anyone tell you you can't. May lifts herself, effort required. isn't the best. We can tell her back

MAY (CONT'D) I'm going to bed. Don't be up too late, you need sleep. You had a long day.

7. I won't. PARKER Night, Aunt May.

May kisses him on the check and walks silently out of the room and up the stairs. Parker watches her, a silent hawk. TIME CUT UPSTAIRS, The darkness makes it hard to see. his bedroom. PARKER'S BEDROOM, He closes the door, turns the lock. He flips on the light, looking around. His room is a disaster. Some MECHANICAL WRIST DEVICE sits prepared on his desk. He moves to his closet, tears open the doors -CLOSE ON a black SPIDER, pinned on a red shirt, white layers of WEBBING covering it. CUT TO: EXT. CHINA TOWN - NIGHT The SCARY part of New York. Drug Dealers stood on every corner, selling their products to the addicts. BOTTLES SMASHING, cats meowing. Dirt, oil, grime. It is the grimmest street we have ever seen. ON A ROOFTOP, A shadow comes alive. INT. SCUM BAR - NIGHT We ride through the bar. The low quality rap music blares along in the background. Men of all DIFFERENT SIZES smoke, drink, and play pool; though the men here are mostly huge BIKERS with large beards. The smoke of a JOINT lingers in the air. Men hold their women tight, getting dirty on the dance floor. It is highly implied that one couple is even having sex. We stop at a pool table. An UNNAMED THUG hits a ball into the socket. He turns to talk to the other THUG that he is playing pool with. UNNAMED THUG Did you hear about Carradine? dead in a warehouse on 45th. (MORE) Shot RISING upwards, like a symbol. Parker feels his way to

8. UNNAMED THUG (CONT'D) Dumbass got himself killed, trapping himself in a warehouse. FLASHBACK TO: INT. WAREHOUSE - NIGHT CARRADINE (30s), runs through the warehouse. SACK of money in one hand, PISTOL in the other. He breaks through a door, and stops at the glass wall. CARRADINE Shit, shit, shit. He turns around, facing the shadow. Carradine SHOUTS. Throws the gun into the air -- the shadow catches his wrist, SNAPS it like a twig. The shadow RAILS Carradine off his feet, landing on his back. Carradine catches his breath. The shadow STALKING him. He crawls from it: CARRADINE (CONT'D) Please! Please don't! Don't hurt me! I never did anything to you! The shadow stops. Carradine too. BEAT.

LIKE LIGHTNING, the shadow grabs Carradine, and smashes him into the glass wall, nearly shattering it. SHADOW (growl) NEVER DID ANYTHING TO ME? INSERT CUT: AUNT MAY CRIES OUT, WHILE A POLICE OFFICER COMFORTS HER ON HER COUCH. The Shadow lifts Carradine into the air, LIGHT REVEALING his face: It's Parker, wearing the red suit we had seen in the closet. Carradine yells for mercy. PARKER You killed my uncle! Carradine looks into Parker's eyes, remembering. INSERT CUT: CARRADINE PULLS BEN PARKER (60s), FROM HIS CAR, A BULLET IS PUT THROUGH CHEST. CARRADINE I didn't know! I didn't know!

9. Parker shouts a BATTLE CRY. He SMASHES Carradine into the glass -- IT SHATTERS. Parker drops Carradine. He catches the floor, DANGLING from a fatal drop. CARRADINE (CONT'D) Please! Parker's face shows nothing. ONLY RAGE.

INSERT CUT: BEN'S SMILING FACE. Parker's HARDENED face begins to break. eyes. Please! CARRADINE (CONT'D) Don't let me fall! TEARS fall from his

Parker looks down at Carradine. He holds a mans life in his hands. With a SIGH, he reaches down and grabs hold of Carradine's wrist. Parker HAULS Carradine back into the warehouse. TIME SLOWS DOWN -- Parker's eyes go wide. into Carradine's hand. A knife is DRAWN

Parker's LEAPS back, Carradine misses a HEFTY swing! He TRIPS, can't controlling his strength, he FALLS FROM THE WINDOW. Parker runs forward: Carradine lays on the road below. BACK TO SCENE INT. SCUM BAR - CONTINUOUS The Unnamed Thug shoots another ball into the socket. IN THE CORNER, the shadow CRAWLS in the through a window, CREEPS down the wall. UNNAMED THUG 2 (O.S.) Think he worked for the Tombstone? UNNAMED THUG Probably. Tombstone has people working everywhere. Another UNNAMED THUG walks over to the pool table. UNNAMED THUG 3 I've heard a lot of talk about that Tombstone guy. Who is he? DEAD.

10. UNNAMED THUG You serious? He's the head of all organized crime in New York, the whole state, not just the city. SHADOW (O.S.) Tell me more. The Unnamed Thugs look up -- the shadow DROPS DOWN, SMASHING the light, onto the pool table. They JUMP back, all eyes turn. The shadow lifts himself. Now, only the music is heard. SHADOW (CONT'D) Carradine worked for someone? The Unnamed Thug is in too much shock to think. SHADOW (CONT'D) ANSWER ME! GUNS ARE DRAWN. PISTOLS, HANDGUNS, even a SAWED-OFF SHOTGUN rests in the bartenders arms. Guns? SHADOW (CONT'D) Really? I feel special.

BULLETS EXPLODE. The shadow LEAPS through the air -- A BLUR. The shadow takes out several men in only moments, flipping them in the air, ripping their guns from them. The bartender tries to get a clear shot. THWIP! The bartender looks, a LONG, SILVERY WHITE WEB comes out of a WEBSHOOTER attaches itself on the shelf behind him. The web is pulled. The WHOLE SHELF CRASHES DOWN onto the bartender! The shadow continues moving, flipping, dodging bullets, kicking, punching. It's too dark and fast to see. A thug SOARS back, crashing through the pool table. A thug throws a chain at the shadow. It DROPS to spinning its leg, taking the man off his feet. A runs up to the shadow. The shadow FLIPS over top thug, he turns, the shadow PUMMELS the hefty thug blow like a RHINO. the floor, hefty thug of the with a

The thug SLAMS back into the wall. The gunfire CEASES. Back to the music. The shadow moves over the crippled bodies, grabbing hold of the same unnamed thug. He LIFTS HIM into the air. UNNAMED THUG Don't hurt me!

11. INSERT CUT: CARRADINE IN THE GRASP OF THE SHADOW, MOUTHING THE SAME WORDS. SHADOW Who is Tombstone?! UNNAMED THUG I don't know him personally! can tell you what I know! EXT. SCUM BAR - NIGHT POLICE CARS RACE UP to the bar. Four OFFICERS get out of each car. Staring at something in disbelief. One officer even chuckles to himself. OFFICER What the hell? PULL BACK TO REVEAL the Unnamed Thug unconscious, several feet above, hanging from a light post: in a net of webs. CLOSE ON A NOTE attached to the webs: "Courtesy of your friendly neighborhood Spider-Man". INT. PARKER RESIDENCE - NIGHT CLOSE ON PARKER sat on his bed. Shirtless. on his body and arms, Parker sighs. Cuts and bruises But I

We swing out around the bedroom: a half-read newspaper, section 'Job Ads'. VARIOUS JOBS are crossed out with black ink. We continue gliding, but stop on a piece of paper on a desk. We close in on the paper, the name 'BEN PARKER' is central, followed by 'CARRADINE', who is attached with a line to 'TOMBSTONE'. Parker's eyes, GLARE. INT. HIGH SCHOOL - DAY IN A SCIENCE LAB, Parker dressed in casual clothing: a white shirt and blue jeans. Head down, his glasses almost falling off of his nose, working quickly on some kind of essay. Next to him is GWEN STACY (17), long blonde hair, she's beautiful. Gwen pulls back her long hair. Looks at Peter. Hesitates. GWEN I-I'm sorry to hear about your loss, Peter... Parker looks up, slightly shocked. Attempting to avoid her sympathy. Frowns slightly.

12. PARKER Oh, it's fine. Thanks though... INSERT CUT: CARRADINE RUNS PAST PARKER WITH A BAG OF MONEY, CARRADINE SHOVES PARKER OUT OF THE WAY. PARKER WATCHES AFTER HIM. Fading... BACK ON PARKER as he stares into nothing. RING! TEACHER (over the sound of the bell and talking) I want these essays on electron reactivity handed into me by tomorrow. No exceptions! IN THE HALLWAY, Parker and Gwen walk out of their science class, talking animatedly. We follow behind them, rising up to see a GROUP OF STUDENTS. Among them is FLASH THOMPSON (17). Flash walks towards Parker, clearly annoyed. FLASH Oy Parker; I suggest you back off now unless you wanna get hurt. He sneers and turns to Gwen. FLASH (CONT'D) Why are you talking to this loser, anyway? I mean seriously, the guy probably does schoolwork in his spare time. Gwen gives a look of awkwardness, but backs away from Parker and closer to Flash. She smiles slightly. GWEN He's a friend in class, no need to get jealous, Flash. Flash grunts. His group and Gwen walk away to Flash's laughter. Parker's face turns blank. INSERT CUT: CARRADINE FALLS OUT OF THE WINDOW. Shot SHAKES, draw back in. HARRY Hey, Pete! I'm surprised to see you, I didn't think you were coming in today. SCREAMS.

13. Parker turns around to see Harry walking along the corridor to him. He smiles. PARKER Neither did I, Harry. I decided it was for the best, take my mind off it, you know? HARRY Yeah, I know. So you still up for that movie later tonight? PARKER Yeah, sure thing. Harry smiles warmly; he's a true friend. HARRY Glad to here it man, I'll see ya later, I've gotta run. Parker looks distant-- as blank as ever. FADE TO: EXT. NEW YORK STREETS - AFTERNOON EXITING HIGH SCHOOL, ONTO THE GROUNDS, Parker walking out of the school, a firm and determined look on his face. Turns a corner -- raises his head. Un-buttons his shirt to reveal a symbol of a black spider upon a blue surface. EXT. CHINA TOWN - NIGHT A BLACK SHADOW against a wall. We pull out to scan across the roofs. The Shadow shoots a web against another building. SWINGS ACROSS and lands on it. We plummet down, we see a DRUG DEALER talking to someone. The Shadow jumps down between them, landing with a THUD. SHADOW Sorry to break up your wedding ceremony, but we have something to discuss. The Drug Dealer panics, backs away. Pulls out a small knife. LUNGES at the Shadow, misses and falls into a dustbin. SHADOW (CONT'D) Hey, that kind of place seems to suit you.

14. The Shadow shoots WEB, entangling the Drug Dealer. The other person runs away with a scream. The Shadow shoots a look at him. Turns back to the Drug Dealer. SHADOW (CONT'D) Now lets talk business. (into a growl) What can you tell me about Tombstone? The dealer's eyes WIDEN in fear. escape. He shakes, attempting to

DRUG DEALER I-I can't tell you anything. I don't even know who he is! Please just let me go. SHADOW I'm afraid I can't do that until you've told me what I need to know. Shadow pulls tighter on the webs, the dealer yelps. DRUG DEALER Okay, okay! You win. He's the one who runs this town, you'll never get anywhere going after him. Parker's face looks slightly amused, but it doesn't fade his anger. SHADOW (impatience showing) I'm sure I can work on that. What do you mean he 'runs this town'? The dealer laughs MANIACALLY. DRUG DEALER Face it kid, you're not worth anything. He's got grips on bankers, politicians, lawyers and even people like me in this town. That's it. There's nothing more I can tell you, please just let me go, or you're just as much of a coward as I am. Webs release. Dealer runs away, not looking back.

EXT. CORPORATION BUILDING - NIGHT A HUGE Corporation building. We crane up, admiring it's massive height. Scale into a window-- zoom:

15. INT. CORPORATION BUILDING - CONTINUOUS To reveal TOMBSTONE, his massive figure is overwhelming. He is standing next to a SMALL MAN; a high-profile DRUG DEALER named TOM. Tombstone sits down in his chair, which is almost the same size as he is. He picks up a cigar and lights it. TOMBSTONE So, what is it that's so important that you had to distract me from my work? TOM There's been some problems in the area you left me in charge of. Eh? TOMBSTONE What kind of problems?

TOM Many of both our dealers and clients have been saying they were attacked by... TOMBSTONE Don't waste my time, get on with it. TOM Sorry, it's just difficult to believe. They say they were attacked by a monster that looked like a giant spider. Tombstone stares. Raises an eyebrow-- BREAKS into laughter. Banging his fist on the desk, he stops laughing. TOMBSTONE Where are you stationed again? TOM China Town, sir. Tombstone bursts into laughter once again. TOMBSTONE They're probably all high, can't trust a word they say. Get out before I have you killed, what a waste of time. Two large, burly BODYGUARDS grab Tom and pull him out of the room.

16. INT. CINEMA - NIGHT Harry, dressed in his finest suit, is stood at the till. Next to him, Peter Parker, dressed in casual clothing, looking odd next to Harry. Harry hands the cashier a large sum of money, who in return hands two tickets. HARRY Keep the change, thanks. Harry hands Parker a ticket, and they begin to walk away. HARRY (CONT'D) So how's it been Peter? I heard that you're not focusing much in class. PARKER Oh, well, not great. elsewhere lately. My mind's been

HARRY I understand, and I'm here for you if you need me. Parker nods in appreciation. IN THE CINEMA SCREEN ROOM, The two shuffle around and take the very middle seats: both raised and central. HARRY (CONT'D) Best tickets in the house, buddy. Shame we're going to have to sit through these ads for a while. PARKER Yeah, I know what you mean... How's your dad been lately? Harry frowns, looking a little abashed. HARRY Ignore those rumors in the papers if that's what you're on about, the company is fine. PARKER Oh, okay then... Beat.

17. Room around them blurs. Parker's eye -- TEAR. The lights begin to dim as the film starts. A movie begins previewing. A FIGHTING SCENE. Parker turns his head. It reminds him... FLASHBACK TO: INT. WRESTLING RING - EVENING Screams and cheers. A wrestling ring is clear center, crowds kept away from it by mere bars. Close-up on ANNOUNCER (28). ANNOUNCER And our final fight of the nightour reigning champion, Crusher Hogan against The Amazing... (anticipation build) Spider-Man! CRUSHER HOGAN enters with CHEERS from the crowd, climbs into the ring OVER THE ROPE. Raises his arms and taunts. IN THE BACK, The cheering is faded. Hardly even a cheer, more like a noise of distraction. Parker stands, in the red and blue outfit we've been catching glimpses of. Now it's a FULL VIEW. He looks into the mirror, STARING INTO HIS OWN SOUL. The cheering gets louder, taking over all the sound. With a look of RAGE, he PULLS ON A MASK. The mask of SPIDER-MAN. BACK IN THE ARENA, Spider-Man walks in to BOOS and jovial remarks, "You suck!", "My grandma could beat you in fight!". Parker climbs into the ring, warming himself up. The bell DINGS. Hogan hits Parker with a hard punch. BAM! Hogan kicks Parker in the chest! Someone throws a CROWBAR into the ring, landing with a CLUTTER. More CHEERS for Hogan. Hogan picks it up and SMASHES Parker across the back with it. Parker SCREAMS in agony. Parker shoots WEB, it attaches to Hogan's face, BLINDING HIM. He drops the crowbar. Parker jumps up. Hogan YANKS the web off. Dazed, Hogan totters. Parker JUMPS and DROPKICKS Hogan in the head -- Hogan crashes down. Parker hits an elbow drop, and PINS Hogan. "One! Two! Three!" ANNOUNCER (V.O.) (CONT'D) And the winner, The Amazing SpiderMan!

18. BACK TO SCENE INT. CINEMA - EVENING LEAVING THE SCREENING ROOM, HARRY So, what did you think? Parker blinks. BEAT. PARKER It was good. HARRY Pete, I know it's hard. I really am. PARKER I know, Harry, I am too. INT. OSCORP - NIGHT IN A MEETING ROOM, Several BOARD MEMBERS are seated around a long silver table. At the head is stood NORMAN OSBORN (40s). OSBORN Oscorp is where it should be. On top. We took the media by storm. And we continue to do so every week. We're having scientific breakouts, pushing forward with our findings on the human anatomy, and a performance enhancer that's being tested as we speak. We have a Government official coming in, ladies and gentlemen, if this enhancer is approved, we will make billions! Selling it to the army. The board members clap, mutter their approval to one another. OSBORN (CONT'D) Thank you, thank you. It's all possible because of you. We weren't having the best of times for awhile, but thanks to a generous donator, we have what we need to stay on top! TIME CUT: I'm trying,

19. The last board members waves to Osborn and leaves the room. Osborn claps his papers on the table, getting them all inline. On the wall behind him, the TELEVISION TURNS ON. A face of an ALBINO MAN stares at Norman. This, as we'll come to know, is TOMBSTONE, there's no way of telling this mans age. TOMBSTONE Osborn, how are you tonight? Osborn turns around, almost expecting it. OSBORN How are you tonight, Famous Tombstone? TOMBSTONE Please, call me Lincoln, old friend. OSBORN You want an update on the enhancers I'm assuming? TOMBSTONE Well, my donation did fund most of the project. I'm simply curious of the status of it. OSBORN It's going good. Animal testing is going good, vitals are stable, and it should be ready for human testing soon enough. TOMBSTONE Good, good. OSBORN Is something bothering you? TOMBSTONE Actually, there is. See, I have that whole Ball I have to go to, so I can't be bothered with silly things, but I've been told there's something going down in China Town. Some of my... "clients" have been getting scared. OSBORN Of what?

20. TOMBSTONE Their stories are merely exaggerated. They tell me a giant spider swung down from the roofs and beat them for information about me. OSBORN (chuckling) And you believe them? China Town? They're all insane, and half of them are high half the time. Drug addicts. TOMBSTONE I know, Osborn, I'm not mentally inclined. However, something did catch my attention. OSBORN What's this? This creature leave a calling card? TOMBSTONE No. He left one of the bars in China Town totally destroyed. Every one of them was attacked by the creature. OSBORN Well, I'm sure there's a reasonable explanation. TOMBSTONE Yes, hopefully. I want to get rid of this problem before it escalates. Just get back to me it's done. Osborn nods. The screen cuts to black. Osborn turns and grabs his papers from the table, leaving the room. INT. PARKER RESIDENCE - DAY IN THE KITCHEN, Parker finishes off his plate of eggs. SHOVELING it down his throat. May watches him across the table, an amazed smile on her face. MAY Jeez, Peter, slow down. PARKER (chewing) Sorry, I'm just so hungry.

21. MAY It seems these last few nights your incredibly hungry. PARKER I know. Maybe it's the stress and everything. MAY Maybe... He finishes and BURPS. MAY (CONT'D) Curt called earlier. PARKER Curt Connors? The famous scientist? MAY Yes. He was checking up. how the science star was. PARKER Wow, that was nice of him. never even met him before. Wondered

I've

MAY Remember how you said you wanted a job? PARKER Yeah? MAY Well, Curt said he was interested in hiring a lab assistant. PARKER Wow, really? MAY Yes. And I thought since you love science... PARKER Awesome! MAY (chuckling) I thought you'd be interested. He wants you to go down as soon as you can and-

22. Parker is off the chair, and already heading out the door before May can finish. EXT. DOWNTOWN NEW YORK - DAY The street is FLOODED with all kinds of people. The road is already in a traffic jam. HORNS HONK at each other from all over. We find Parker throughout the flood. He's a man on a mission, but this time, he wears a SMILE. Something new to him. SCREAMS catch his attention. He looks at a skyscraper apartment. The top part of the building is ON FIRE! FIRE TRUCKS are on the scene, but it's too high up for hoses. Parker makes his way into the watching crowd: "they say there's a lady trapped up there...", "The fire is making it impossible to get the last few people". Parker looks around, he turns and runs from the crowd. He turns into an, ALLEY WAY, And RIPS OPEN HIS SHIRT REVEALING: THE SPIDER. TIME CUT: The crowd continues watching in awe. One of their heads turn. One by one they shift position, facing something in the sky. A red and blue object flings itself through the air. Man. EXT. HIGH RISE - DAY Spider-Man shoots a web at the skyscraper, launching himself through a window, several stories high. INT. SKYSCRAPER APARTMENT - DAY IN A HALLWAY, People run screaming down the hallway, as smoke runs along the roof. A DOOR IS KICKED off it's hinges. Spider-Man appears. He leaps over the group of people who ignore his being. Spider-Man looks at an elevator, pushing the ARROW BUTTON. Nothing. He grabs the small crack in the metallic doors, and WRENCHES IT OPEN. INSIDE THE ELEVATOR SHAFT, Spider-

23. Spider-man leaps on onto the wall, sticking to it. climbing swiftly, dodging falling debris. He begins

He spots another door. He lines himself up, and shoots a web. It catches a steel bar, just above the door. IN ANOTHER HALLWAY, The elevator doors BUST OPEN. Spider-Man swings through, landing on the wall gracefully. Fire RAGES from several rooms, taking up the entire hallway. SOMEONE SCREAMS. He tries to find its origin, spinning around. He realizes, it's from above. IN AN APARTMENT, A woman and her child COWER in the corner, as fire surrounds them, PRAYING for a savior. BOOM! Spider-man ROCKETS through the floorboards. He rolls through the fire and takes hold of the woman, who holds her baby tightly. SPIDER-MAN Hang on! Spider-Man turns to run -TIME SLOWS DOWN as a large bar of steel begins to fall down towards them. Spider-Man turns and SMASHES through the window, just avoiding the steel bar. EXT. HIGH RISE - DAY We hear SCREAMS FROM BELOW as Spider-man plummets with the woman and child. Their screams block out the others. Spiderman begins firing webs rapidly downwards. He has a plan. He tosses the woman and child to the side -- they CATCH IN A NET OF WEBS. Spider-man continues to fall, ALMOST HITTING THE GROUND -- he fires a web, it BUNGEES him, as he toes nearly touch the ground. He SOARS back out into the high rise, and away from the scene. EXT. DOWNTOWN NEW YORK - DAY The crowd watches the blur disappear behind several buildings.

24. INT. WELLINGTONS INSTITUTE OF HIGHER LEARNING, LABRATORY DAY DOCTOR CURT CONNORS leans over a microscope, continuing on with his research. His walls are covered with diplomas, certificates, and awards. We notice the doctor only has ONE ARM. He straightens up, and moves over to his computer. He clicks a button on his BLUETOOTH. CONNORS Begin typing. The computer DINGS. CONNORS (CONT'D) The testings of the performance enhancers were the same as the last. The enhancers increase the animals strength, speed, and even senses, but it makes their blood pressure skyrocket. It increases violence and aggression. I added the injections of morphine with Sertraline but the enhancers are not, I repeat, are not stable. I'll continue running the tests and trying more morphine, however, after twenty four hours, the subjects body cannot handle the enhancing, and suffers of pain, until the brain cannot take it, and causes a stroke, killing the subject. He clicks a button on the BLUETOOTH. The computer DINGS. He turns back to a CAGE. In it is a dead rat. KNOCK, KNOCK. Connors turns. CONNORS (CONT'D) Come in. Parker slides in. speak. Smiling to Connors, too excited to almost PARKER I'm Peter Parker.

Hello, sir.

Parker extends his arm, Connors takes it. CONNORS Hello, Parker. Doctor Connors. haven't met before, have we? No. PARKER We haven't. We

25. CONNORS It's a pleasure, I've heard great things about you from your Aunt May. We go a while back. Parker spots the rat. His eyes shift from it to Connors, unsure of what to think. CONNORS (CONT'D) The rat? Connors can tell. The awkwardness isn't new to him. Connors turns back to his desk, and slaps on some latex gloves. CONNORS (CONT'D) Poor thing didn't survive the testing. PARKER Oh? Connors opens the cage and pulls the rat out. its mouth. CONNORS I'm a biologist, Parker. things. I test FOAM covers

Connors dumps the rat into a SPECIAL BIN. PARKER What were you testing? CONNORS Don't tell anyone, but I was paid handsomely to research a performance enhancer for Oscorp. Oh. PARKER That's interesting.

CONNORS It's for the army. You know Oscorp was in the toilet for quite sometime. PARKER News to me. CONNORS Well my boy, it's back on top with this. If I can get it to work. Just look at that. Connors leads Parker to the microscope. Parker bends over. Gestures to it.

26. PARKER'S P.O.V we see the animals cells. and mutated. Parker lifts his eye off of it. CONNORS (CONT'D) It's fine for twenty four hours. Then, that. PARKER It's unstable. CONNORS Yes, I can't find anything to fix it. However, back to you. I need someone in here to help out a bit. You know, sweep, organize, maybe even do a bit of testing with me. PARKER Awesome! CONNORS So does that mean you want the job? I do, I do. PARKER Definitely sir. Be They're all green

CONNORS Perfect. We'll start tomorrow. here around two-sharp? PARKER Will do boss.

CONNORS Perfect, now follow me to my office for the final preparations. IN CONNORS OFFICE, Connors digs in his closet. Parker watches him, but his eyes turn to examine the room. Even more awards in here. One catches his eyes. A MILITARY CERTIFICATE. PARKER You were in the military. CONNORS (O.S.) I was. For twenty two years. That's how I lost my arm. A road side bomb. It got so infected, they told me I'd have to lose the arm, or it all. So, of course, I chose the arm.

27. PARKER That's... CONNORS (O.S.) Sad? PARKER More like brave. CONNORS (O.S.) Well, Parker, when your life is on the line, you'll be surprised what you could do. And if you know what you could do, you only wonder what you would do if someone harmed the one you love. Parker looks over the doctors desk. A picture of Connors with his wife and son catches his eye. Beside it lays a Newspaper. THE DAILY BUGLE. On the front is a picture of a blurry object soaring through mid-air. A caption reads: "WILL PAY GOOD MONEY FOR PICTURES SO-CALLED HERO". Connors returns from his closet. CONNORS (CONT'D) It's like Narnia in there. He chuckles. Connors hands Parker something white. it open. A LAB COAT. CONNORS (CONT'D) Tomorrow, I'll have your tag ready. Welcome to Wellingtons Institute of Higher Learning. PARKER Glad to be working here. SMOOTH CUT: EXT. DOWNTOWN NEW YORK - NIGHT A DEAD STREET. Not even a street light to give any sense of direction. We creep along the road, finding a truck. SMASH! A brick is smashes through a shop window. THE ALARM SCREAMS. Five thugs grab as much jewelry as they can from the window display, throwing it in bags. One of them climbs into the building to do some collecting. Another THUG pokes his head out the truck window. THUG Hurry up! He flaps

28. A WEB CATCHES the Thug's shoulder. With a SHOUT, HE'S PULLED from the truck and into the DARKNESS. The thugs drop their bags and pull out guns. Spider-Man DROPS DOWN behind one of the thugs, TAKES HIM OUT with a stealth takedown. He turns to another and kicks the gun from his hand. BULLETS FLY THROUGH THE AIR. Spider-Man leaps onto a wall, FIRING WEBS at the men. They hit them, knocking them off their feet. Throwing their guns. Spider-man leaps into the air, firing a web down at one of the men, YANKS him into the air, and throws him into the windshield of the truck. Spider-man lands and takes out another with a HARD PUNCH to the face. He flips another one. RAILS the fourth with a kick. The thug from the store LEAPS OUT in a surprise attack. Spider-Man SPINS, catching the thug, and slamming him down. A LIGHT FLASHES. ON A STREET LIGHT a camera is stuck to webs, SNAPPING PHOTOS. INT. DAILY BUGLE - DAY IN THE OFFICE, JONAH JAMESON (50s) sits at his desk, watching ROBBIE ROBERTSON (40s). ROBBIE The fact is, we're not doing great, Jonah. We need some good photos of this guy. Even The Post has better. Robbie holds up another paper. A picture of Spider-Man swinging away from a group of officers in front of a shop. It's still blurry. JAMESON Get that out of my building! It's trash! All of it. We'll get pictures. Don't worry. I swear on my wives life! Within the next hour, we'll have someone come in, and hand us pictures of this guy. And I swear Robbie, they'll be good! TIME CUT The hour is up. Robbie's eyes tell Jameson.

29. JAMESON (CONT'D) Well, at least one good thing came from that waiting. ROBBIE What's that? We're not going to have to wake up early for work anymore when we get run out of business. JAMESON (innocent) No, no, I mean my wife's dead now. ROBBIE Jonah, be serious. JAMESON Robbie, don't worry! Jameson gets up from his chair and stares out the large window behind him, staring down at the city below. He feels like a king from here. JAMESON (CONT'D) They'll come. Just wait. INTERCOM Mister Jameson, someone is here to see you. It's regarding the hero pictures. JAMESON What did I tell you, Robbie? Jameson pushes down a button on the com. JAMESON (CONT'D) Send him in. Moments later, Parker walks into the room, carrying an orange envelope. Robbie shakes his hand. ROBBIE How are ya? PARKER Good, you? ROBBIE I've been better. Parker goes to shake Jameson's hand. Parker's hand to his face. Jameson stares from

30. JAMESON Put that away. I know what you do with that hand. Both men sit. confused. Parker isn't sure whether to feel insulted or

JAMESON (CONT'D) You've come baring gifts? Parker slides the envelope across the table. Jameson takes it and pulls out the picture. He glances at them. We see one of him pounding a thug, another one of him swinging passed the camera. Amazing shots. Bad angles. Parker looks unsure. at the pictures. JAMESON (CONT'D) Lighting, not good. Robbie comes behind Jameson, looking

ROBBIE What are you talking about? They're amazing. How'd you get them? PARKER Well, erm... I guess I happened to be in the right place at the right time. JAMESON Well, I'll give you fifty for each. Parker is confused and shocked, moving his head up quickly at this. PARKER Fifty? JAMESON Fine, one hundred. You're a hard bargainer. PARKER Maybe like, two-fifty? JAMESON Argh. Fine. (complaining to himself) Lousy freelancers... Parker smiles to himself. Jameson hands him the check.

JAMESON (CONT'D) Bring me more photos. Now, get out.

31. INT. PARKER RESIDENCE - NIGHT IN THE KITCHEN, Parker lays down about $500 on the table. May appears in the kitchen doorway. MAY You're still up. PARKER Just going through some stuff. thinking. And Hiding the bills.

MAY You should get some sleep, you work tomorrow. PARKER I know. I'm just confused. stuff over. Thinking

MAY Well, don't stay up too long. Remember, Peter, a man must learn to forgive himself before he can forgive others. And with those words, she turns and returns to her bedroom. IN PARKER'S BEDROOM, He scribbles theories, ideas, reasons down on a sheet of paper. All lines connected to a circled name, bolded: "TOMBSTONE". PARKER Who are you... I need answers... The anger BEGINS BURNING HOT. "TOMBSTONE", BLUR-The shot FLIES INTO the text

INT. CORPORATION BUILDING - MOMENTS LATER -- into a contract. TOMBSTONE is clearly written on it in professional writing. Up to reveal Tombstone, in deep thought. He pauses before he puts the pen to the paper, rubbing his chin. TOMBSTONE I'm not too sure about this part. BUSINESS MAN What is it, Lincoln?

32. TOMBSTONE Putting Tombstone in text is never a good idea, if the police found out my identity... Tombstone looks angrily at the man. BUSINESS MAN Well, erm, we could always claim thatTOMBSTONE No, you idiot, if they see Lincoln and Tombstone on the same contract then they're bound to start suspecting me. What were you thinking? The man begins to look nervous, staring at Tombstone's massive body. TOMBSTONE (CONT'D) Whatever, we'll get rid of it later. I like the rest of the deal, by my calculations... Tombstone taps some numbers into a calculator. TOMBSTONE (CONT'D) That seems... fair. He chuckles. He picks up a fine pen, obviously expensive, and signs at the bottom of the contract. The Business Man picks up the contract, examines it and smiles. BUSINESS MAN It was a pleasure doing business with you, sir. I guess I'll see you at the announcement of our partnership? TOMBSTONE Yes yes, I'll be there. We'll make it official, how your company has hit the big time by partnering with multi-billionaire Lincoln. The Business Man seems excited and pleased with this, rolling the contract up and placing it into his pocket. Smiling, he leaves the room. BUSINESS MAN (O.S.) I'll see you there! Tombstone grins maliciously-- he is extremely happy with gaining even more money. Grins.

33. He turns to look out of his window, his MASSIVE FIGURE taking up the whole thing. Stares down, and we swing with it to-EXT. STREETS OF NEW YORK - CONTINUOUS Cars drive past, people BEEP their horns irritably. alleyway, drug dealings taking place. INT. CORPORATION BUILDING - CONTINUOUS TOMBSTONE All of this. This whole state, belongs to me... INT. PARKER RESIDENCE - NIGHT Closet. Open. SPIDER-MAN OUTFIT. Swing round to reveal Parker's desk, things are littered and lined out on it. WEBSHOOTERS. Parker picks them up and CLIPS them on. Tests them-- THWIP. PARKER Perfect. EXT. CHINA TOWN - LATER It's late. Too late. The grim side of town is at its grimmest. It's busy, full of people wanting drugs, sex, money, and lots of it. One of the Night Clubs music is especially loud. The cars are parked all around it. Busy night. INT. NIGHT CLUB, CHINA TOWN - NIGHT The techno lights change color rapidly. From green, to red, to blue, and over again. Music deafens out any conversation going on. The THUMP of the bass takes over the dancers' minds. UP IN AN OFFICE, CHILO WILSON (30s) sits at his desk, counting a ROLL OF MONEY. His bodyguard stands at the door. A statue. CHILO Ahh, so much money for so little drugs. You'd think people would learn. Jimmy-boy, you always lace your shit with other shit. Repeat business is good, my friend. The bodyguard pretends to care. A NOISE comes in from the window. uncomfortably. The bodyguard shifts, Down an

34. CHILO (CONT'D) What? It's just a noise. It's probably a cat. He chuckles, as if pleased with himself. CHILO (CONT'D) Nah, more likely a hobo. ANOTHER NOISE. The bodyguard draws his gun silently, down his waist. He moves to the window and peers out of it. Nothing. CHILO (CONT'D) Told you. The bodyguard is PULLED OUT from the window with a YELL. Chilo yells too. Spider-Man flips in through the window, landing on a wall. CHILO (CONT'D) What theChilo reaches for his gun. Spider-Man FIRES A WEB at Chilo's chest. He rips Chilo from his seat and over his desk to the floor. SPIDER-MAN Now, now, we don't want to have any problems, do we? Chilo doesn't even know how to respond. SPIDER-MAN (CONT'D) Let's play a game. It's kind of like millionaire. I ask you questions, and every one you get right, your chance increases. CHILO Chances of what? Chilo doesn't even know if he wants the answer: SPIDER-MAN A better chance that I don't drop you from your window. (beat) Now, where can I find Tombstone? The tension changes. Chilo lightens up. You

CHILO Tombstone? Are you retarded? can't just find him.

35. SPIDER-MAN I can, and I will. Good luck. about him. CHILO But I don't know anything

Spider-Man drops from the wall. He grabs Chilo's leg, lifting him into the air upside down. Spider-Man takes him to the window, DANGLES HIM OUT. He SHOUTS. SPIDER-MAN How can I find him?! CHILO I don't know! But, I know people who might know! I'll keep my ears open! I'll be your rat! Please! I don't like him either! He's screwed me before! SPIDER-MAN Why don't I believe you? CHILO Because I'm scum, I know! But please, I will, I'll keep you updated. I have a client coming in within ten days, he knows the Tombstone personally! I can get information! Spider-Man throws Chilo back into the office on his ass. SPIDER-MAN I'll be back in ten days. If you don't answer me, or if you've "vanished", I'll find you. (beat) And I'll rip your head from your shoulders. INT. WELLINGTONS INSTITUTE OF HIGHER LEARNING, LABORATORY DAY Parker SWEEPS the lab. Fancying his lab coat. His CLEARANCE PASS dangles from his coat, shining in the sun. Connors studies another rat on the other side of the lab. Parker's eyes are blood shot. Obviously, he didn't get much sleep. CONNORS Interesting... If I mix these two... It's stable? Parker makes his way closer to Connors.

36. PARKER How's it going? CONNORS I think I got it... He continues studying the rat. CONNORS (CONT'D) I mixed a few new chemicals, increasing the effects of immunization. Like, a vaccine, allowing the body to get used of it... It's fine. Usually, in the first two hours, the vitals begin changing, but it's been three, and nothing. So I'm hoping. Parker continues his cleaning mission. Over near the walls, he notices all the diagrams of lizards. He examines them. CONNORS (CONT'D) You know, for a Saturday, I'd much rather be at home on my couch. How about you? PARKER Or something. CONNORS Can I ask you something, Peter? PARKER Sure, anything, Doctor Connors. CONNORS Please call me Curt. (beat) When you came in here the s'morning, I knew something was up. Your eyes are blood shot, they've been closed for around an hour. You've been only working here four hours, and you're already dead. It's not about Ben is it? AWKWARD. Parker doesn't even know where to begin. much more complicated than that. PARKER It's a long story. CONNORS I have time. It's so

37. PARKER I don't. I'm here to work. sympathy. Not get

CONNORS Fair enough. At least let me help you control your emotions. They're only going to affect your decision making. And that can be a terrible thing. PARKER I don't need antidepressants. CONNORS I may be a biologist, however, I do believe in spiritual healing as well. Maybe a little prayer or what not, but controlling yourself can be an important thing. Try breathing. HereConnors runs into his office, and returns after a brief period of time with a small book. He hands it to Parker. CONNORS (CONT'D) Read it. It'll teach you how to deal with pain and anger. Controlling your energy or something. I never gave it much thought, but maybe you could use it more than I ever needed it. Go home early, Parker. Get some rest. Connors pats him on the shoulder. CONNORS (CONT'D) Take care of yourself. CUT TO: INT. PARKER RESIDENCE - DAY IN PARKER'S BEDROOM, Parker sits in a LOTUS-POSITION on the floor, shirtless. He sets the book down, and closes his eyes... He calms his mind... Finds his center... He opens his eyes slightly, so they're slits. CONTROLLING HIMSELF. FLASHBACK TO:

38. INT. UNNAMED LABORATORY - DAY Parker, glasses on his face, stands back as he and a group of people watch a SCIENCE DEMONSTRATION. The SCIENTIST FLIPS the switch, as a large LASER fires a beam which connects with another. FORMING DIFFERENT COLORS, even a GAS. SCIENTIST Now, lets take it up a notch. The beam itself is a genetic enhancer. It heals. Makes something whole. However, we're still working out the mutation effects. He hits another switch. CLOSE ON LASER as a spider falls from a strand of web. Dangling between the lasers, as the BEAMS meet again. THE SPIDER IN THE MIDDLE. TIME CUT: The now RADIOACTIVE SPIDER crawls down from the roof, heading for Parker. The Scientist's words fade as the spider lands on Parker's hand. BITES. BACK TO SCENE INT. PARKER RESIDENCE - DAY Parker doesn't shift position, his eyes are calm. found his center. INT. OSBORN MANSION - DAY IN THE DINING ROOM, Harry and Parker are sat around a circular table. of them is a five-star lobster dinner. PARKER (beyond happy) I don't get it, Harry, why? HARRY Oscorp was running into problems, Pete, but now, it's back on top! If this doesn't call for celebration, I don't know what does. Harry digs in, Parker doesn't hold back either. HARRY (CONT'D) Delicious. In front He has

39. PARKER Where's your dad, anyway? HARRY He'll be home soon. He said he had a late night. Another breakthrough. They seem to be having them like crazy. Oh. PARKER What're they working on?

Parker already knows, he's playing it off. HARRY Not sure. Some kind of athletic enhancer or something? Dad's keeping it away from me. Doesn't want me getting tied in with Oscorp yet. After those words, Osborn walks into the room. suit and tie. OSBORN Hello, young people. tonight? PARKER Hey, mister Osborn. How are we HARRY Hey, dad. Still in

Osborn admires their lobsters with a smile. OSBORN Looks delicious. So, Peter, I heard you have a job with Connors now? PARKER I do. OSBORN Don't be afraid, it's just he works with me. I speak very highly of you. He does the same. PARKER Well thank you, sir. OSBORN Please, call me Norman. We're practically family. How is May doing? PARKER She's not too bad.

40. OSBORN I must stop by soon. How are you two doing, financially? PARKER We've been better. Osborn snatches his wallet from his pocket, and moves to Parker's side. He lays down a COUPLE THOUSAND on the table. PARKER (CONT'D) I can't take this, sir. OSBORN Nonsense. Think of it as a bonus for doing a great job at Connors. PARKER Are you sure? I don't want to feel like I'm taking advantage of our friendship... OSBORN Preposterous. Take it, Peter, you need it more then I do, friend. Tell me I'll stop by one of these days. We'll go out for coffee. PARKER Will do. Osborn pats Parker on the shoulder and Harry on the head. He waves them and departs. PARKER (CONT'D) You and your dad are too nice to me. HARRY You get me by in school, Pete, it's the least we could do. I mean, we're good friends. Just because I'm rich that doesn't mean it should change anything. You're my brother. Don't forget it. I'll always have your back. No matter what. If you ever need money or anything, let me know. PARKER Harry, are you drunk? HARRY No, of course not. the lobster. TIME CUT: That's for after

41. IN A HALLWAY, A toilet FLUSHES. Parker exits one of the rooms, and makes his way down the corridor. Osborn's voice grows louder with every step. OSBORN (O.C) Yes well... I know... Connors knows the risk... Yes, the money was wired... Parker, now curious, steps up to the wall. A doorway beside him, inside is Osborn on a phone. His chair is turned facing the wall. Parker peers in. OSBORN (CONT'D) I know. I know. I'll call him. A spider? Ah, yes. I saw it in the paper. Take him out. Yes. I'll get on it. I'll make the phone call tonight. Okay. Bye. Parker can't believe what he's hearing. runs. INT. HIGH SCHOOL - DAY BACK IN THE SCIENCE LAB, It's a familiar site. Parker sits at a bench, doing his seat work. Gwen is beside him. Her arm slithers over to his. Gently patting it. His head turns to face her loving gaze. GWEN I'm sorry about what Flash said the other day. PARKER (cold) You seem to be sorry a lot. it's best if we don't talk. He turns and nearly

Maybe

GWEN I am sorry. I don't suppose I can make it up? (beat) Maybe go out for dinner or something? PARKER Flash probably wouldn't like that.

42. Who cares. at eight? GWEN How about it? Tonight,

PARKER I think I'm good. GWEN (hurt) Oh. Okay. They both go back to work. blank. Parker isn't angry, his face is

GWEN (CONT'D) Hey, how's your paper going? PARKER Fine. Another brief silence. She's trying. He doesn't care.

GWEN Pete, I know what you're going through. He lifts his head to her. Almost hurt. Almost.

PARKER You have no idea what I'm going through. INSERT CUT: THE SHADOW HOLDING CARRADINE UP. FALLING FROM THE WINDOW. PARKER (CONT'D) None at all. GWEN My mom was shot when I was ten. I remember it. My dad had just been promoted to Lieutenant. He left to celebrate. One of the men who had it out for my father broke into our house. My mom threw me in the closet, and I watched as she died. Parker is speechless. comment on that. Looks hesitant, knowing he can't CUT TO: CARRADINE

43. INT/EXT. STACY'S HOUSE - EVENING Parker stands at the Stacy's door. appears. She's taken back. Pete? It opens, and Gwen

GWEN What are you doing here?

PARKER I want to take you up on that dinner date. I feel bad about how I acted, and I wanted to make it up to you. Gwen smiles, happy with his final decision. Okay. GWEN Let me grab my coat.

INT. BURGER BAR - EVENING Parker and Gwen sit in a small, dirty fast food joint. Parker takes a bite out of his greasy burger. Gwen looks appalled at the burger, and pushes it to him. GWEN You can have it... She begins eating her fries. PARKER Not much for burgers, are you? GWEN I'm used to my burgers without buns, being called steak. Parker chuckles to her. She's a cute girl.

GWEN (CONT'D) Don't laugh at me. I can't help it if I don't like fast food places. PARKER They say it's the best fast food place in this part of New York. GWEN Well, at least the fries are good. Parker is already done his first burger, and onto Gwen's. Gwen watches him. This time, a faint smile on her face. She likes him.

44. PARKER So, why don't you like Flash, exactly? He has the looks, money, and muscles. GWEN He's... He's stupid. PARKER I've seen his tests. why. But that's not

GWEN I don't know. It's just. embarrassing. PARKER What is?

It's

GWEN Flash was one of those guys who would always say "If you loved me, you'd do it". Oh. PARKER Like what?

GWEN Sexual things... PARKER Did you do them? GWEN Some... I thought I loved him. thought he loved me. Gwen looks down. PARKER Don't worry, I'm not judging you. GWEN (off his look) I never had sex with him. him I wasn't sure. I

I told

PARKER Good. Always make sure you're sure before you do something like that. GWEN Yeah. I promised myself I'd be sure when the time came. A loud group of voices catches her attention --

45. At the counter is Flash and his friends. GWEN (CONT'D) Oh no... She puts her head in her hands, a bad disguise. them, and chuckles to himself. GWEN (CONT'D) What's so funny? Don't worry. Flash spots them -GWEN I wouldn't be so sure. PARKER You know, Gwen, for the last two years, Flash has bullied me, and I'm sick of it. GWEN Peter, don't do anything stuBefore she can finish, Parker RISES to his feet like a warrior just in time to meet Flash. They're nose-to-nose. FLASH I thought I told you Parker, you insect, to stay away from Gwen. PARKER You did. But you're just dick. Who thinks he's cool, and likes to pick on me because what he doesn't know is I have a future, unlike him, and I'm on a date with his girlfriend. The comparison of size is huge. Flash is tall and buff. Parker is an average height, and skinny. FLASH I could crush you right now. don't scare me, faggot. Flash gets even closer. You PARKER He won't bug us. Parker sees

He's not backing down.

PARKER You don't scare me either. Parker rids them off that little space left. literally head-to-head. They're

46. The cashier behind the counter watches warily. Flash smiles and laughs. He pulls back.

FLASH You're not worth itHe catches Parker off guard -- THROWS A HAYMAKER. Wait, maybe not. Parker dodges the punch with incredibly accuracy. He pushes Flash away, and moves for the group. There's four of them. No sweat. Parker kicks one in the gut. He FLIES back and onto a table, flipping it. One of them tries to punch him, Parker grabs his wrist, twists it, steps aside for Flash, from behind, hitting him with a SPEAR. The last two run it together. Parker LEAPS INTO THE AIR, kicking them both, performing a back flip. The two friends soar back and rail the wall. Flash scrambles to his feet. It's only them left. Flash goes for a series of punches. Parker dodges everyone of them. Parker crouches, avoiding one, SENDS AN UPPERCUT, SHATTERING Flash's teeth. Flash leaves his feet and lands on his back. Parker stands over him. Smirks. Victorious. He turns to Gwen.

GWEN (almost speechless) ... How did you do that? PARKER I took martial arts a while back. think. INT. PARKER RESIDENCE - DAY Parker, carrying Gwen, runs into the room, their mouths are connected, attacking each other violently. Parker drops her down on the bed, they're fierce. GWEN (between breaths) What about... Your aunt? PARKER (between breaths) She's out with... Osborn. They continue, their mouths now inseparable. FADE TO BLACK: I

47. EXT. GOLF COURSE - AFTERNOON GOLF BALL. A club SWINGS -- we swing as the ball goes FLYING into the air. Norman Osborn, looking wearily at the ball, covering his eyes from the glaring sun. We watch as the ball rolls... slowly... hole-in-one. HARRY Nice shot, dad. Norman chuckles. OSBORN All in the arm, son, all in the arm... Harry laughs heartily, and raises his club. pats his dad on the back. HARRY That was good but... this will be better. Norman smirks at his son, winking at him. Harry places a golf ball on the tee, and lines up his club. Tests his swing. Pause. RAISES his club -- SMASH! The ball SOARS into the air, slowly falls... right near the hole, rolls around the hole, as if about to fall in. STOPS. Harry glares at the ball. Norman laughs. OSBORN Like I said, it's all in the arm! HARRY I just don't have the many years of practice that you do. Norman stares him, then realizing what he means, narrows his eyes. OSBORN (irritated) Hey. They both laugh. OSBORN (CONT'D) How's Pete been, by the way? HARRY He's been good, I think. I haven't seen him in a while, just around school sometimes. I get the slight feeling that he's been avoiding coming round since last time. Walks over and

48. OSBORN That's disappointing to here. Make sure you try and get him round again soo-From behind, an OSCORP EMPLOYEE jogs up to them. looks concerned, whereas Harry looks confused. OSBORN (CONT'D) What is it? OSCORP EMPLOYEE It's urgent, we need you back at the office. Norman frowns, as if he doesn't want to comply. Harry and gives him a clear look of regret. OSBORN I'm sorry Harry, but duty calls. Harry looks into the distance as Norman walks off with the man. He looks extremely depressed. INT. DAILY BUGLE - DAY IN THE OFFICE, Jameson, stood at his desk, examining pictures thoroughly. Lights a cigar and puts it in his mouth, taking a DEEP breath before taking it out. Drops one of the photos down onto the table -- it is of SPIDER-MAN. JAMESON Crap. I'll give you one hundred for the lot. PARKER (shocked) But- but sir, I need the money. Jameson grunts and raises his eyebrows. JAMESON Fine, I'll give you two hundred. Now, what should we call this guy? Webslinger? Spider punk? Parker reaches into his satchel, and pulls out a POLICE REPORT. PARKER I did some... Research, and found that. He turns to Osborn

49. JAMESON (mumbling) Note found at the scene... In webbing... Spider-Man? (beat) No, that's crap. Spider-Man, what a ridiculous name. Wait... I have a brilliant idea for a name. How aboutHe holds his hands up in a revealing motion, slaps the report down on his desk. JAMESON (CONT'D) Spider-Man! ROBBIE Ingenious sir. Jameson looks proud. Robbie gives Parker a look: you-haveto-please-him. Jameson then turns back to Parker. JAMESON How'd you get these shots, anyway? They look pretty hard to get. Parker backs off a little, looking a bit worried. PARKER Well, I guess I just get lucky. JAMESON (disbelief) Oh, well- okay then. So why are you still here? Go get more pictures. (turns to Robbie) What do you think of this title? "SPIDER-MAN, helping terror, or causing terror?". Pretty good, huh? ROBBIE What do you mean, sir? Spider-Man doesn't cause terror, he helps people. Look, (pointing to a photo) He's rescuing that family from a fire. JAMESON Robbie, it's a teaser. What did you expect? It makes people want to look into it more. Buy the whole copy. Besides he's a menace and I won't hear any more of it! He probably started that fire! Parker, I thought I dismissed you. Get out.

50. Parker stays still, starring at Jameson. JAMESON (CONT'D) Well, what are you waiting for, the fourth of July? PARKER No sir, that's already been this year. I think I need a bit more for these photos. JAMESON Well, if you want any money for them at all you'll accept my offer... How much more? PARKER (thoughtfully) I dunno. Three fifty? JAMESON That's outrageous! Standard freelancing is three hundred! Three fifty it is, now get out of my sight. Parker grins, and turns to leave. EXT. DOWNTOWN NEW YORK - DAY Parker exits in his casual wear, the DAILY BUGLE towering up behind up. SHOT CRANES as a THUG comes into view, holding a woman's handbag. A woman's SCREAM. UNNAMED WOMAN Someone please, stop him! He's got my handbag, all my money's in there! EXT. SKIES - MOMENTS LATER SWOOP. Clouds. Glimpse of a web -- we look down to see Spider-Man. SWINGS from his web, and with a THUD -EXT. DOWNTOWN NEW YORK - CONTINUOUS -- he kicks the Thug, making him crash and skids across the ground. Webs shoot out, and entangle the man, covering him in webs. Spider-Man grabs the handbag and hands it back to the woman, and with a WHOOSH -- back into the air and gone. INT. BANK - AFTERNOON IN A BANK OFFICE, Peter Parker, sat next to May. A bank worker sits across them, with a usual boring, grim look on his face.

51. May looks somewhat worried, and Parker a little annoyed. BANK WORKER I'm sorry Misses Parker, but your credit rating is too low for you to take out this loan. AUNT MAY W-what do you mean? My bills have all been paid... BANK WORKER It's not about paying the bills ma'am, it's about when they're paid. You seeCRASH! EXPLOSION. SCREAMS all around. The roof of the bank comes CRASHING DOWN, onto the ground heavily-- DUST. PARKER Aunt May! Parker, in total shock, picks up Aunt May. Carries her through the rubble, masses of falling rock. IN A SMALL ROOM, Parker lays Aunt May down on the floor, stands up straight. PARKER (CONT'D) Stay here, don't go anywhere. AUNT MAY Peter, don't do anything stupid or dangerous. Parker grins. PARKER Why would I do something like that, Aunt May? IN THE LOBBY, FOUR UNNAMED THUGS run into the bank, fully loaded with BULLETPROOF ARMOR and M4 CARBINE GUNS. UNNAMED THUG Get down! All of you, get down on the ground unless you wanna get hurt! The screaming crowd of people immediately lower themselves to the ground, shaking and cowering in fear. Other thugs surrounded the place, holding guns macho-like.

52. EXT. HIGHRISE, SKYSCRAPER - CONTINUOUS Grey ghille suit, on top of a building. End of a .50 caliber SNIPER RIFLE. Turn to MAX DILLON (30s), intent and focused. Blurred. INT. BANK - CONTINUOUS BACK IN THE LOBBY, One of the Thugs leaps over into the Tellers desks. a RED BUTTON underneath his desk. A SILENT ALARM. UNNAMED THUG And now, we wait. UNNAMED THUG 2 How long you think this is gonna take? SPIDER-MAN (O.S.) Not much longer than how long it'll take me to stop you guys! Spider-Man appears, dropping from the air. Using both hands, with his arms crossed over, fires webs at two thugs, swinging OUTWARDS. They CRASH and fall to the ground. Turns and PUNCHES the other thug, webs surround him. The last Thug begins firing -- Spider-Man leaps into the air, using his webs, avoiding every shot, putting on a show. THE GUN RUNS OUT. Spider-Man lands on him, SMASHING HIM into the floor. SNIPER SCOPE P.O.V: as it's locked on Spider-Man's head. CLICK. TIME SLOWS DOWN as Spider-Man's senses SHOW HIM the bullet, leaving the barrel. He LEAPS to safety. EXT. HIGH RISE, SKYSCRAPER - DAY Dillon lowers the scope. DILLON What the hell... SPIDER-MAN (O.S.) Sorry to drop in like this, I swear I've got a reservation. Dillon stands up quickly, still holding his sniper rifle. Spider-Man, behind him, does two quick jabs, and creates a WEB BALL that COLLIDES with Dillon's face. Tottering, Dillon edges closer to the edge... FALLS. Webs catch him. He pushes

53. Spider-Man, attaches the web to the roof. Allowing Dillon to DANGLE FIFTY STORIES HIGH. POLICE SIRENS. INT. BANK - MOMENTS LATER IN THE SMALL ROOM, A worried May, stood next to Parker, looking battered but normal. Two POLICE OFFICERS, one with a notepad, scribbling away. POLICE OFFICER 1 Okay, so that's it? Nothing else you can say, no-one else involved? May shakes her head, looking scared and confused. PARKER There's a sniper on the roof. The two police officer's look at each other, and laugh. Parker looks irritated. PARKER (CONT'D) I'm not lying! You can go check now, you can probably see him from here. Spider-Man tooPOLICE OFFICER 1 Oh, that vigilante? You're just as much as a criminal for not turning him in once you saw him. PARKER (getting annoyed) Because catching Spider-Man is much more important than helping all these innocent people. The Police Officer stares at him, glaring. Turns back.

POLICE OFFICER 1 Oh whatever, if that's it. Oh and remember to check out that roof for that 'sniper'. The Policemen chuckle, walking away laughing. EXT. HIGHRISE, SKYSCRAPER - MOMENTS LATER FOUR POLICEMEN appear at the edge of the skyscraper. look down to see SCREAMING for help. UNNAMED POLICEMEN Freeze! They

54. UNNAMED POLICEMEN 2 Because it really looks like he's going anywhere. INT. PARKER RESIDENCE - EVENING IN THE KITCHEN, May and Parker around a small, but cozy dining table. eating dinner, quietly but animately. May looks up, concerned. AUNT MAY You aren't eating much Peter, are you okay? PARKER I'm fine, Aunt May. hungry. Just not that Both

AUNT MAY Are you sure? You know, if you ever need to talkPARKER I know, you're here. May sits back, looking appreciative but still concerned. Another thing seemingly coming to her mind, she sits forward again. AUNT MAY I hope you didn't do anything reckless during what happened today, you seemed very annoyed during the police questioning. Parker looks up -- says nothing. INT. HIGH SCHOOL - DAY IN THE CAFETERIA, Parker sits alone. He stares into nothing, twirling a fry in his hand. He's thinking. Deep thinking. Everyone around him is invisible. His trance is broken. him on the back. Hey, buddy! Harry sits down beside him, slapping HARRY What's going on?

55. Nothing. a bit. PARKER Haven't talked to you for

HARRY Yeah. I've been busy. Dad's had so many calls lately of business opportunities. They're shooting through the roof! I'm just so happy for him. He's making close to eighty million a week. I- just can't believe how much we've picked up in the last month! Parker just smiles. HARRY (CONT'D) Something wrong, bro? How have you been? PARKER Good, just been busy. late at Connors lab. Been working

HARRY Oh yeah, I heard about the new job. You know, I could have got you an awesome job at Oscorp! PARKER No, it's okay. Connors needed some extra help, and he's brilliant. Not saying your father isn't, he sure is. I just thought since Connors knows so much about me, it's the least I could do. Yeah. HARRY I hear you. She smiles. So

Gwen appears in the seat beside Parker. does he. PARKER Hey. GWEN Hey, Pete. HARRY And who's this, you player? GWEN Gwen Stacy.

56. She extends her hand. same. Harry, very business-like, does the

PARKER Gwen, this is my best friend Harry. HARRY Pfft, I'm more like his brother. GWEN Well, I'm his girlfriend. Olala! HARRY When did this happen?

PARKER Not long ago. I was about to bring her up. Didn't want to interrupt you. HARRY Oh, yeah, sorry. I got pretty excited. So, yeah, we should all hang out sometime. GWEN Yeah! That'd be awesome! Maybe we can all go out for dinner or something? Let Harry and I get to know each other. Sounds good. PARKER How about Friday night?

HARRY Sounds like a plan. They all smile. HARRY (CONT'D) But, I have to go. Getting tutored in science. PARKER Hey, man, I'm sorry I couldn't help. HARRY It's fine! You said it yourself, you have responsibilities, it's hard to keep up. I get it. Harry pats Parker on the shoulder, nods to Gwen.

57. HARRY (CONT'D) Take care, see you guys Friday. Wait, where are we going? PARKER We could all meet at York Diner? HARRY No! That place is too cheap. go to Beet Thai! GWEN You know how expensive that is? HARRY My treat. For Parker's new job, new love, and Oscorps success! See ya! They wave him as he leaves. GWEN He seems cool. PARKER He's awesome. He's been my best friend for years. GWEN Well, now I'm excited for Friday. PARKER You should be. GWEN Well, babe, I'm going. I promised Julie we'd go for a ride. We haven't got to see each other for a while. See you Friday. She kisses him, then leaves. He watches her. Smiles. We'll

INT. HIGH SECURITY PRISON - NIGHT IN A PRISON CELL, Dillon, alone in a cell, wearing PRISON UNIFORM. Bags under his eyes. He is clearly restless. CLICK. The door swings open, revealing an armed SECURITY GUARD. SECURITY GUARD Get out. You've got someone to see you, and make it quick. Dillon stands up, preparing to leave. The guard presses his gun to Dillon's back, no remorse on his face.

58. SECURITY GUARD (CONT'D) And don't try anything funny if you value your life. IN THE VISITING AREA, TOMBSTONE. Sat straight, business-like on the other side of the BULLETPROOF GLASS. Two SECURITY GUARDS watch them carefully, eyeing their every move. Tombstone lifts his phone. He gestures to Dillon. He does the same. DILLON What do you want with me? TOMBSTONE You clearly don't know who I am. DILLON You're Lincoln. The billionaire philanthropist, I know exactly who you are. I'm surprised I haven't got a hit for you yet. TOMBSTONE My friends might know me by another name. (beat) When I say someone dies, it's quite simple. They die. If I want money, a bank gets robbed. Coming from a small group of no-life thugs, I didn't expect you to know as much. (eyes Dillon suspiciously) Say... what are you in here for again? DILLON Why do you care? TOMBSTONE Because I'm going to get you out of here. DILLON (beat) I was hired to take out the wallcrawler. Tombstone grins, though he already knows this. TOMBSTONE Of course, of course. Say, quite a coincidence we have here. (MORE)

59. TOMBSTONE (CONT'D) I want someone dead, and we have someone that was quite capable of doing just that. Now listen hereand listen closely. I'll make you a dealDILLON What kind of deal? me? What's in it for

TOMBSTONE Again, quite simple. I'll pay your bail, you'll get out of here and never have to come back. Once Tombstone bails you out, no-one in this town will question it. Dillon freezes. He can't believe who he's talking to.

DILLON What do you want? Tombstone smiles evilly. TOMBSTONE I want you to take part in a scientific experiment that will give you the ability to defeat SpiderMan, once and for all. SMASH CUT TO: INT. WELLINGTONS INSTITUTE OF HIGHER LEARNING, LABORATORY NIGHT Connors, packing away the last things, JUMPS TO THE RING of the phone. He grabs it. CONNORS Hello? OSBORN (O.C) Connors, we need the performance enhancers. CONNORS Ex-excuse me? Mister Osborn, it isn't ready. It won't be for awhile. OSBORN (O.C) Direct orders from my superior, Connors. A group of my men will be there any minute. Have it ready.

60. The phone GOES DEAD. BEEP. BEEP. BEEP.

INT. UNDERGROUND SCIENCE LABORATORY - NIGHT A huge lab, with a lot of empty space. SCIENTISTS stand around, examining machines. We curve round to view , behind a large glass wall Dillon, laid down on a table, a TUBE around him. He is wearing a GREEN suit and face mask. Goggles for eyes. A white sheet lay over him, with wires attached to various parts of his body. BEEP. A heart monitor is next to him. SCIENTIST To those of you that could make it, I introduce a true breakthrough in scientific technology. Liquid runs through various tubes and into Dillon's body. One silver liquid glows brightly. SCIENTIST (CONT'D) The suit he is wearing is not only bulletproof, but proven to not let any kind of force in our out, minus our liquids which are injected into the subject himself. What we're doing now, is inserting various enhancers to his body, making him stronger than humanly possible. A slight applause, flick back to the tubes, with a SLURP they stop entering. BEEP. SCIENTIST (CONT'D) What we're about to do now, is insert an enhancer made by a scientist here at Oscorp named Doctor Curt Connors. If you would, pleaseHe indicates a certain Scientist who pushes a button. Immediately, a GREEN liquid GLOWS through the tube and into Dillon's body. He TWITCHES, and a few people around look nervous. The machine begins to HUM loudly. Dillon begins to twitch repeatedly. HE YELLS. HE CAN'T TAKE IT -- His arms flail through the air. He grabs hold of the machine above. RIPS the wires connecting him. The Scientists mumble to each other, horrified. SCIENTIST (CONT'D) (pushing the intercom) DILLON! STOP IT!

61. ELECTRICITY SPARKS FROM THE WIRES. Dillon GRABS THEM IN PANIC -- HE SCREAMS as the sparks FLY. The heartbeat monitor goes numb. The ELECTRICITY continues to have an effect on Dillon's body, until he is MOTIONLESS. The Scientists go SILENT. They just watch. In the shadows, Tombstone watches. His face unreadable. He sighs. SCIENTIST (CONT'D) (pushing the intercom) Dillon? Dillon? Can you hear me, Dillon? Nothing. The scientist lets go of the intercom. going to cover this one up? They wait, hoping for something... A LIGHT BEGINS SHINING through the goggles on Dillon's face -the scientist tries to get a better look... Dillon's body rises. His hand on his head. How's he

DILLON What... What happened? He's perfectly fine. Tombstone, EVERYONE STARES IN AMAZEMENT, as does

SCIENTIST 2 What's happened? This isn't possible! The first Scientist stares in fear - horrified and falls over. SCIENTIST (stuttering) The electricity... It reacted with the performance enhancers... Saving his body... He checks the RADIATION LEVELS. They're extremely high.

SCIENTIST (CONT'D) He's walking radiation... A look of horrified understanding appears on the Scientist's face. SCIENTIST (CONT'D) The enhancers, they kept him alive long enough to withstand the electricity... Which means, no- this means he is technically dead, running (MORE)

62. SCIENTIST (CONT'D) on nothing but electricity and radiation... The Scientist gives one last look up at Dillon ZAP! ELECTRIC shoots out of Dillon's hand. It BLOWS THROUGH THE GLASS, SHATTERING it. HITS the Scientist, instantly frying him to death. SCREAMS, as Scientist's attempt to escape. DILLON What- what have you done to me?! Dillon begins to panic. Raises his arms, HUGE amounts of electricity around his hands. Sends all living things CRASHING down, and the lab begins to collapse. Tombstone, however, has disappeared. Dillon runs for it. Through the rubble, he runs up the stairs. EXT. OLD WAREHOUSE, OFF-LIMITS AREA - NIGHT Dillon BREAKS through the old wooden door, the ground BUCKLING behind him, sinking like sand. He runs, runs for freedom. INT. SKYSCRAPER - DAY IN A HALLWAY, Osborn RACES down the hallway in a speed walk. bodyguards behind him. IN AN OFFICE, Tombstone pours himself a glass of wine. The glass fly open to reveal Osborn. He nods to his bodyguards, who pull the doors shut. Osborn makes his way up to Tombstone's desk. OSBORN What are we going to do? TOMBSTONE How about? OSBORN Don't screw with me, Lincoln! TOMBSTONE Norman, settle down. OSBORN I can't afford having Oscorp compromised! Not after I just got it back up on top. Three And into the...

63. TOMBSTONE Who? (beat) Don't worry. There's nothing left. I was there, remember. When things began going south, I simply left. It's all over the news, Osborn. Massive sink hole. Taking the whole yard of warehouses. OSBORN What happened? TOMBSTONE I don't know. I left after Dillon was pronounced dead. OSBORN We should have listened to Connors. TOMBSTONE I'm beginning to get severely annoyed by the fact that a god damn superhero is swinging around and jeopardizing my business. Did I tell you that Omar pulled out of the deal? OSBORN Not Omar Kozlov? TOMBSTONE My Russian cliental. Yes. The biggest deal of the year, ruined, because he got scarred. We need to find this Spider-Man, and get rid of him. OSBORN How? Dillon was our best bet. He planned the whole bank robbery himself. And somehow, Spider-Man survived. TOMBSTONE Then we find someone better. OSBORN There is no one! Lincoln, we are screwed! Literally, screwed. If the authorities don't find something that's traceable, Spider-Man will! TOMBSTONE What makes you say that?

64. OSBORN This guy has been flying around for mere weeks, a bit more than a month. And look where we are. He took out, three of the biggest names in New York. TOMBSTONE They were? OSBORN Smythes, Silvermane, and even Macendale. TOMBSTONE Ah, Silvermane. They all were sloppy. Left too much out of the loop. Listen, I have a Hope For Haiti campaign that takes place in two days. I'm donating three million dollars. That's enough to cover my ass for awhile. I don't have time to be worrying about it. Tombstone rises from his chair -- he's huge compared to Osborn. He pats him on the shoulder from over the desk. TOMBSTONE (CONT'D) I need you to be calm. You'll be my right hand man. We'll be announcing our affiliation, and my support for the Soldier Serum, as we're calling it. Osborn nods, trying to stay calm. SCREAMS ECHO from behind the doors. glares. Silence. OSBORN What wasThe doors BLOW OFF THEIR HINGES. Osborn flinches, nearly falls. Tombstone remains hard as a rock. A man, hidden by a long brown trench coat and hat walks into the room, head down. He stops only feet away from them. He lifts his head revealing: Dillon. suit. TOMBSTONE (amazed) Max Dillon? Still contained in his Osborn spins, Tombstone

65. DILLON In the flesh. (beat) Or not. OSBORN What the hell? DILLON Don't. TOMBSTONE I'm going to assume you caused the sink hole? DILLON I did. No thanks to you or your scientists. Look what they did to me! Dillon forms a ball of electricity in his hand. TOMBSTONE To be honest, Dillon, I don't care. You agreed to the experiment. We don't need details. What we need our answers. Like, why are you here? DILLON Are you- you're joking right? I'm a freak! I'm walking electricity! TOMBSTONE Your point? DILLON You cold, heartless bastard. TOMBSTONE Hence the name. OSBORN Wait, listen. We can use this to our advantage! How? DILLON How can we, Osborn? It vanishes.

OSBORN You're... powerful now. Tombstone and Dillon now begin paying attention.

66. OSBORN (CONT'D) You could... Dare I say it, kill Spider-Man. TOMBSTONE (awe) Brilliant. You could fry him, just like you did to all of those scientists. Dillon looks at his hands, all the blood on them. his fists. Yes... Yes! me? DILLON But what's in it for He SQUEEZES

TOMBSTONE What is always is. Money. And lots of it. If you kill Spider-Man, I may be able to convince Omar to continue this deal. A smile crosses Osborn's face. OSBORN Will you do it? DILLON On one condition. I'm free of the charges. OSBORN Which? DILLON Killing my way up here. CUT TO: INT. DAILY BUGLE - DAY IN JAMESON'S OFFICE, Jameson hands Parker another check. Parker turns to leave. JAMESON Parker! He turns back, It's become occasion.

67. JAMESON (CONT'D) There's that Hope For Haiti thing going on. My photographer for this sort of thing is out sick. He's complaining about being in a car accident. Nothing really. So, I want you to be at the square, covering it tomorrow. Bring me many pictures. They even want Spider-Man to make a public appearance. They think he's a hero, yeah, I know right? And they're hoping he'll inspire people to donate. Oh. PARKER But, sir, I have school. JAMESON Call in sick. I can't legally

Your point?

PARKER Uh, I'm not eighteen. do it. JAMESON Do it or you're fired! PARKER I don't even work here! freelance, remember? So?

I'm

JAMESON I'll still fire you.

Jameson stands and sticks a FRONT PAGE to his wall: An aerial shot of the sink hole. Underneath it reads: SPIDER-MAN CAUSES SINK HOLE. PARKER Mister Jameson, how did Spidey manage to pull that one off? JAMESON Who cares. We sold out. what matters. Parker rolls his eyes, unbelievable. IN THE LOBBY, Parker moves to Jameson's receptionist: BETTY BRANT (20s). Hey, Pete. BRANT How are you? That's He leaves the office.

68. Parker slips her his check. PARKER Good. BRANT Getting up there, Pete. right here. She hands him his money. PARKER Yeah, it's all I have for the week. BRANT Keep it up. WINKING. It almost turns him on. Big check

INT. NIGHT CLUB, CHINA TOWN - DAY IN CHILO'S OFFICE, Chilo writers key facts down, while talking on the phone. CHILO Yes, yes. Thirty of your best men. Tonight. By six? No. Nothing big, just got someone maybe coming by tonight. Want extra security. Yeah, big oaf couldn't handle it. (laughs) Okay, thanks, bye. He hangs up. In the corner, his bodyguard stands still, bandages all over his face. CHILO (CONT'D) What? You couldn't handle him. How about something you can handle, go get me some punch! Go! He grunts and leaves. THWIP! down. Chilo JUMPS. Chilo continues writing... Spider-Man lands on his wall. Drops

SPIDER-MAN Told you I'd be back. CHILO I... I thought you wouldn't come till tonight.

69. SPIDER-MAN I'm full of surprises. Speaking of which, I'm surprised you stayed in town. Good boy. Here's a treat. Spider-Man throws down a picture of Osborn, on a street, talking in his cell phone. Chilo's sweat begins pouring down his forehead. SPIDER-MAN (CONT'D) I know he's connected to it somehow. CHILO Osborn? Yeah, I heard something about Oscorp being involved... SPIDER-MAN So, my snitch, what news have you brought me? CHILO I don't know where he is, but I know who does. SPIDER-MAN Who? CHILO Connors. BEAT. SPIDER-MAN What? CHILO You know, Doctor Curt Connors? biochemist guy? SPIDER-MAN How is he involved? CHILO I heard he was working on the enhancers for Osborn. SPIDER-MAN They're for military. CHILO No, they're not. Well, they are, but they're using them. SPIDER-MAN For what? Famous

70. CHILO To kill you. (beat) Yeah. They're being tested to try and find a way to beat you. You've rattled Tombstone. Good. SPIDER-MAN Thanks for the information.

Behind him, the bodyguard sneaks up on him -SPIDER-MAN (CONT'D) And tell your friend, if he wants to go back outside that window, try it. The bodyguard freezes. Backs up. CUT TO: EXT. CENTRAL PARK - EVENING Harry and Gwen walk through the night. HARRY He ditched us. Can you get over that? He's almost happy. HARRY (CONT'D) But, he's busy. Oh, what a guy. We'll get him back. GWEN He does this a lot, huh? HARRY Sometimes. Or he'll be late. He's just getting piled up with things to do. That happens when you're as smart as him. GWEN Kinda makes me mad. HARRY Well, if you plan on being with him for a while, you'll get used of it. Trust me. GWEN That's not a good sign, is it?

71. HARRY Well, you've just got to relax and take it one day at a time. He'll be there, but lately he's been running off to his jobs. GWEN I thought he only had one? HARRY He also takes pictures for the Daily Bugle. Pictures of Spidey. So every time there's rumors of Spidey around, Pete has to go there and get the pictures. GWEN That's who takes the pictures? pretty amazing. HARRY Tell me about it. like dinner? So, how'd you He's

GWEN It was good, thanks again. HARRY No problem. She checks her watch. GWEN It's getting late. HARRY I'll walk you home. GWEN Thanks, it's kind of scary at night. HARRY Yeah. You never know who's out there. But you never know, maybe Spider-Man would save you. They both chuckle. INT. PARKER RESIDENCE - LATER Parker enters through the door, looking WORN. May looks over curiously, frowns at his state. There is a cut across his forehead.

72. MAY Peter, are you okay? PARKER I'm fine. May steps forward and touches his head, looking worried. MAY You're not getting into anything dangerous, are you Peter? She gives him a serious look, staring into his eyes. PARKER I just fell over on the way back, it's fine. May sighs in relief, but we get the feeling that she isn't fully convinced. PARKER (CONT'D) Well, I'm gonna head to sleep. a long day. MAY All right Pete, take care. Parker heads up to his room with effort. INT. WELLINGTONS INSTITUTE OF HIGHER LEARNING, LABRATORY DAY Parkers is back to sweeping... again. working. Suspicious. He watches Connors Been

PARKER Hey, Curt, thanks for the book, by the way. CONNORS (smiling) Did it help you? I'm glad. Parker can't believe this. PARKER Can I ask you something? CONNORS Sure?

73. PARKER I was talking to Harry, you know, we're friends. He was talking about those performance enhancers. CONNORS And? PARKER Well, is he keeping them? CONNORS The enhancers? No. Norman called last night and got them picked up, though, they weren't done, or even stable. It eats away your cells, eventually killing you. PARKER He picked them up? CONNORS Yeah. Brought them back to Oscorp, I'm pretty sure. It seemed urgent, but strange. And there's that Haiti charity tomorrow, which he'll be at, so I'll probably ask him there. So, why are you wondering anyway? Nothing. PARKER It was just curiosity. CUT TO: INT. HIGH SCHOOL - DAY IN THE HALLWAY, At a group of lockers: Parker has Gwen backed into a locker, kissing her intently. GWEN Aren't you nervous? PARKER About? GWEN Flash? PARKER No. I'm done being the nerd who gets picked on. I don't want to be a prep or anything, but I won't put up with it anymore.

74. Gwen smiles. Kiss again. RING.

PARKER (CONT'D) Argh... I'll see you tonight? GWEN Okay. She bites her lip in a teasing fashion, and walks off. smiles after her. He's happy. He checks his watch -EXT. HIGH SCHOOL - DAY Behind the school, in an alley, Parker comes to a halt. He checks his surroundings -- no one. He pulls apart his shirt. THE SPIDER SYMBOL. HARRY (O.S.) Pete? He THROWS his shirt back, spins around. awkwardly. HARRY (CONT'D) What are you doing back here? drugs? Huh, no. Skipping? PARKER Yeah, actually. I have to get to that Hope for Haiti. Get some shots. HARRY Come with me, dad signed me out. He'll call in for you or something. My limo is right around the corner. PARKER Oh, okay. EXT. NEW YORK SQUARE - DAY MILLIONS UPON MILLIONS of people flood the square. A band plays on a large stage. A banner hangs over it: "HOPE FOR HAITI". Beside the stage are a group of men and women, all dressed in suits and ties. They talk over glasses of wine: THE SPOKESPERSONS. Out of them, we find Tombstone, Osborn at his right hand side. PARKER I was... HARRY It's Harry, smiling Parker

Not

75. Tombstone shakes many of their hands. They mutter: "Thanks for donating". Osborn also shakes peoples hands, big smile on his face. He moves closer to Tombstone. OSBORN It's going great. TOMBSTONE Yes, it is. But, what did we expect? Just wait till Spider-Man shows up. That's men the fun begins. IN THE CROWD, We find Parker. musicians. Snapping pictures of signs, people, and SNAP.

CAMERA LENS P.O.V: We angle on Lincoln. BACK TO PARKER,

He continues taking pictures. The MUSIC STOPS. A Spokesperson climbs the stage. She waits for the crowd to calm down. She moves to the podium. Adjusts the microphone. SPOKESPERSON Hello, and welcome to New York's Hope for Haiti! She pauses for the crowd. They BURST INTO CHEERS.

SPOKESPERSON (CONT'D) And, here donating three million dollars is our very own Mister Robert Lincoln! Tombstone makes his way to the podium. Spokesperson. Taking over from the

TOMBSTONE Thank you for the introduction. I'm donating for one simple reason. I believe, with a little hope, we can make a difference. Every night, I go home, and pray to a God, I don't even know exists, and things like this happen. Why? He's working in mysterious ways? Well, as a family of humans, we can make the difference. By helping our brothers and sisters, when the "father" does not. We're the human race, and without love, we are monsters. (MORE)

76. TOMBSTONE (CONT'D) The moment we stop caring about each other, is when the world falls apart. So, I hope while I donate, you will too. Let us help those who truly need it. The crowd CHEERS. They love what he's selling.

TOMBSTONE (CONT'D) When I was born, I was diagnosed with Albinism. That's why my skin is white. I am an African American man, who happens to be white, because of a disease that is beyond my control. I was in a time of need, to be comforted by loved ones, because I felt like a freak. People did bully me, and I'll forget the agony they caused me. But with help, love, and support, I am one of the most well known philanthropists in all of America! And it's all because someone cared. Now, we're going to show Haiti how much we care! And we formally invited one person in this city, who we think has made a difference. His name is Spider-Man. The crowd goes absolutely SILENT. TOMBSTONE (CONT'D) He has come into our city for only a short period of time, and crime rates have plummeted. We pan back into the crowd. stage. Parker is gone. Back up to the

TOMBSTONE (CONT'D) We don't know if he accepted, but Spider-Man, if you have, please, show us hope! The crowd BURSTS into cheers, searching in all different directions. But nothing. Tombstone sighs. Oh well. BUT THEN -- THWIP! Spider-Man flings down from the sky like a bird. The crowd SCREAMS again! He flies over top of them. He throws himself unto the stage, landing like a cat. He rises, next to Tombstone.

77. Tombstone is Goliath to his David. a handshake. Spider-Man takes it. as photographers go crazy. Tombstone lifts his arm, THEY CHEER. LIGHTS FLASH

Harry claps HEAVILY from a chair, his father beside him, clapping slower. OSBORN Excited, sport? HARRY Well, Spidey's here! you know, Dad? He brings hope,

Osborn smiles, somewhat of regret on his face. Spider-Man shakes the Spokesperson's hand. The crowd goes CRAZY. Spider-Man shifts awkwardly. He knows he doesn't belong up there. They wait for him to speak. He moves to the podium. He trips on his tongue... SPIDER-MAN Uhmm, hello. THE CROWD CHEERS. He grows more comfortable.

SPIDER-MAN (CONT'D) I-I am here, do to a mission. My mission is to protect and serve the people of New York. Protecting you of crime and disasters. I have sworn to uphold my promise. And I will continue to do so, for the rest of my life. I am bringing hope, and hopefully with our donations, we can also help other places around the world. (beat) Thank you. The crowd GOES NUTS. Spider-Man, though we can't see his face, is smiling. The spokesperson runs to Spider-Man's side. PICTURES GO OFF. SPOKESPERSON And would you like to make a donation? Awkwardly, he reaches in his outfit, and pulls out all of his money. SPIDER-MAN It's all I have... She snatches it from his hands and raises it into the air. More cheering. Oh well. It's for a good cause.

78. Spider-Man waves, as he leaps into the air. at a building -Shooting a web

A BALL OF ELECTRICITY HITS SPIDER-MAN. He SOARS back, CRASHING through the stage floorboards. PEOPLE SCREAM, but this time, it's fear. OFFICERS RUN to protect the VIPs, GUNS drawn. PEOPLE FLEE. CHAOS. A CAR EXPLODES, knocking people off their feet. A man, drops his trench coat revealing: Dillon. Osborn, Harry, and Tombstone are escorted to a limo. Tombstone smiles, faintly. Dillon heads for the stage. GUNS POINTED. Three OFFICERS block his way.

UNNAMED OFFICER Freeze, dirtbag! Dillon raises his hand. THREE ELECTRICITY BOLTS fire out, hitting the officers in the chest. They drop. Dead. Dillon LEAPS in the air -- ELECTRICITY fires to the ground, lifting him up on the stage. He looks in the hole. A WEB SHOOTS OUT, catching his face. Blinds him. Spider-Man leaps from the hole, KICKING HIM to the face. He FLIPS from the stage. Dillon hits the ground, but gets back up. DILLON Ahh, Spider-Man. Long time, no see. Spider-Man drops down in front of him, in a crouched predator position. Ready to pounce: SPIDER-MAN Do I know you? DILLON It's me! That sniper you dangled off of the building. SPIDER-MAN Oh. Nice to see you out. Get out on good behavior or did you bribe someone because you were scared of the slippery soap? Dillon BLOWS the ground under Spider-Man up with electricity. Spider-Man leaps out of the way, landing behind Dillon. He leaps back into the air, another kick to the face. Dillon totters, but regains control. DILLON You think you're funny?

79. SPIDER-MAN Almost as funny as your outfit! Spider-Man throws a punch. Dillon THROWS Spider-Man with a HUGE ZAP of electricity. Spider-Man SMASHES the roof of a car clean off. Dillon looks at him. His body moves slowly. DILLON Not dead? Strange. a stronger dose. Maybe you need

Electricity hits the car -- EXPLODES. Spider-Man is tossed through the air. He hits the ground, bounces off and hits again. His back is TORE OPEN. He's bleeding. He lifts himself. That hurt. SPIDER-MAN Can't we call this even?

DILLON Still with the smart ass remarks. Spider-Man dodges another bolt. SPIDER-MAN Actually, I wasn't. Spider-Man lands on a wall. He fires webs, catching a TRANSPORT TRAILER, PULLS IT OVER, right on top of Dillon. Beat. It TEARS APART with fire. Dillon walks out, unhurt. DILLON You can't hurt me, wall crawler. Dillon fires another ball. Spider-Man leaps off the wall, avoiding it. He's caught with another bolt! He flies back, SMASHING through a window into... INT. APARTMENT BUILDING - CONTINUOUS A ROOM. family. He smashes through a coffee table, in front of a He rolls up. SPIDER-MAN Sorry, I'll pay for it. my bill. Put it on He

Spider-Man fires webs at either sides of the window. pulls, FIRES himself out. EXT. NEW YORK SQUARE - DAY

Spider-Man LANDS on Dillon. CRUSHING HIM into the ASPHALT. He's blown off him with a bolt. Spider-Man flips in midair, landing like a cat. Panting, breathing hard.

80. ELECTRICITY lifts Dillon out of the crater and onto his feet. DILLON You just won't learn, wall crawler. You have to die. Today, or I don't get a bonus. SPIDER-MAN Yeah, I know the feeling. Bosses, huh? Who's yours? Graveyard? DILLON Tombstone. SPIDER-MAN Doesn't matter. Once I'm done with you, I'm going for him. DILLON You wouldn't know the first place to look. SPIDER-MAN I have leads. Dillon fires another bolt. CLIPS Spider-Man leg. on his side. He struggles to his feet. SPIDER-MAN (CONT'D) Hey, want to know what's funny? Dillon, now walking towards him: DILLON What's that? SPIDER-MAN The spider caught his prey. Dillon's STUCK. He looks down, he's caught in a GLUE-LIKE WEB. He can't move. Dillon chuckles. He STRAINS. Electricity ERUPTS through the ground, frying the webs, throwing cars. Spider-Man leaps, avoiding the QUAKE. He fires webs on each side of Dillon, PULLS himself down. CRUSHING Dillon again. Spider-Man's feet stick to him. Spider-Man leaps back into the air, spinning, tossing Dillon into a wall. Dillon finds himself sitting in his on indent in the brick. Spider-Man swings down, KICKS him straight through. on the wall. SPIDER-MAN (CONT'D) Giving up? He lands He lands

81. The wall behind Spider-Man COLLAPSES. Spider-Man leaps and fires a web. It's CUT WITH ELECTRICITY. Spider-Man falls, hits a car. SIRENS OS. Back-up's coming. Spider-Man tries to hold on for moments longer. Electricity CRUSHES him down into the car. HE SCREAMS. It stops. His backed is FRIED OPEN. He rolls off the car. Dillon beside him.

DILLON This was almost too easy. Spider-Man pulls out a camera, SNAPS a picture. SPIDER-MAN Thanks. Spider-Man lifts backwards on his hands, tossing himself back, just in time to miss another bolt. DILLON I'm surprised you're not dead yet. I'm sending enough bolts to kill you! Dillon fires another bolt, it CUTS OFF. chest, who is pushed back. SPIDER-MAN I think I'll keep this easy difficulty. Dillon looks at his hands. PMS'ing? Spider-Man runs up, KICKS Dillon to the chest. He flips back and hits a car. Squad Cars race up. Spider-Man looks, turns back to Dillon. A BOLT EXPLODES the car beside SpiderMan. He's tossed into a wall, his head hits. He moans. Dillon, weak, runs into an alley. Spider-Man looks, but he's gone. He lifts himself. The cars sequel behind him. An OFFICER steps out. UNNAMED OFFICER 2 Freeze! SPIDER-MAN No, the guy you want just got away. HE BEGINS CRAMPING. It hits Spider-Man's

SPIDER-MAN (CONT'D)

82. UNNAMED OFFICER 2 Negative. Our orders are taking in all freaks. What? SPIDER-MAN I was invited here!

UNNAMED OFFICER 2 Sorry, we have a warrant for your arrest. SPIDER-MAN Good luck with that! Spider-Man leaps into the air, swings away. INT. PARKER RESIDENCE - NIGHT IN PARKER'S BEDROOM, He steps out of his shower in his bathroom. We look from behind, into the mirror. His back is TORN UP. LARGE, GAPPING cuts. His front has smaller cuts. He breathes. He turns, looks at them. TIME CUT: It's now morning. Parker arises from his bed. He turns his back to us. His cuts are healed, but large scars remain. He gets up, stretches. We see the bloody towels on the ground. He throws a shirt on, and jeans over his boxers. He moves to his desk. He notices his WEB SHOOTERS are still out. He pushes a button on them, a small compartment opens up. A small, steel cartridge. He pulls out it, and pulls another one from his desk drawer. He slips it in. Does this for the second one. He tosses the old ones in his trash. He admires his craftsmen ship. He slides them in the largest desk drawer. He looks up on his wall. It's a HUGE INVESTIGATION BOARD. The ones you see in CSI. Names are hung, pictures are hung. Arrows are drawn, captions beneath pictures. He moves to it. A picture of Dillon. Caption underneath: "ABLE TO MANIPULATE ELECTRICITY? EXTREMELY DANGEROUS". An arrow points from him to a paper with a question mark: "TOMBSTONE. KINGPIN OF NEW YORK. IDENTITY UNKNOWN". Arrows are drawn to Osborn, and Connors. CLOSE IN ON OSBORN PICTURE: INT. OSBORN MANSION - DAY OSBORN'S OFFICE,

83. The picture comes alive, as the real Osborn. He types on his computer. His desk is a mess with papers thrown everywhere. HIS PHONE RINGS. OSBORN Hello? INTERCUT WITH: Tombstone, sitting in his own office, back in the Skyscraper. Bluetooth in ear. TOMBSTONE Osborn, how are you? OSBORN In a panic. TOMBSTONE So, you haven't heard from him either. OSBORN No. Reports say Spider-Man is alive and well. TOMBSTONE Don't worry, Osborn. There is nothing to lead him to us. Well, actually, I think I better warn you now. There was a rat in your organization, I believe his name was Chilo. You have no need to fear though, he's been... taken care of. OSBORN A rat? I never considered that, thank you for dealing with him. But... I'm worried about my boy. He's never been happier. And it's all for me. I don't want his future wrecked because of me. TOMBSTONE Then you have reason to want SpiderMan dead. OSBORN Of course I do, I want him dead and burned. Corpse sent to a foreign country. TOMBSTONE Of course, of course. Dillon will turn up. Before he left, we did tests on him.

84. OSBORN I know. So? TOMBSTONE He's not electricity, like we thought we was. It's more like, electric radiation. OSBORN That means... TOMBSTONE He needs more electricity to keep himself alive. He'll run out. It may be one of the reasons he couldn't finish off Spider-Man. We have to find him and charge him up again. OSBORN I'll call you if I hear anything. OUT IN THE HALLWAY, Harry walks down. He goes to enter the office, but stops. Not wanting to disturb his father. Waiting, his listens in. BACK IN THE OFFICE, OSBORN (CONT'D) I just can't afford anything bad to happen. TOMBSTONE And nothing will. Send the enhancers back to Connors. Continue with his work. We'll need a plan B if all goes south. OSBORN Okay. I'll get on it. updated. Osborn hangs up. OUT IN THE HALLWAY, Harry looks concerned for his father. with him, just walks away. INT. DAILY BUGLE - AFTERNOON Jameson, stood in his office, starring out of the window. Swerve across the room, focus on his desk- a newspaper: HEADLINE: "SPIDER-MAN BRINGS NO HOPE (FOR HAITI)". He doesn't bother Keep me

85. Below it, another poster, this one more gleaming: HEADLINE: "SPIDER-MAN WANTED!" KNOCK, KNOCK at the door. Jameson grunts. JAMESON Come in. Entering the room, looking nervous, is Parker. Carrying another PILE OF PHOTOS. He walks towards Jameson, holding them up. JAMESON (CONT'D) Oh good, you've brought more photos. I could use more of them, especially as Spider-Man becomes more known... that bastard, I can't believe what he did at Hope for Haiti! PARKER What do you mean? I saw him there, it was Dillon who destroyed it. JAMESON Parker, you're paid to be a photographer, so take photos and nothing more. Stop asking questions. That Spider-Menace destroyed the Hope for Haiti campaign because he's a heartless creature with no remorse! In fact, both of these freaks are terrible. Focus on one picture: Electro, electricity surrounding him as he prepares to attack. Jameson looks intrigued. JAMESON (CONT'D) Actually, I have a brilliant idea. Both of these freaks are working together in order to take over the city! It'll make thousands! What's this freak's name, anyway? He looks expectantly at Parker. PARKER I am a photographer. and nothing more. Parker is clearly annoyed. I take photos

JAMESON That's one hundred off your total for these for cheek. Now, what should we call this guy? PARKER I dunno?

86. JAMESON He's like electric... Electric man... Electric thing... Doctor electric... Electromagnetism... PARKER Electro? JAMESON Eh, it's crap. It'll do though. Here, you get two hundred for the lot. Parker looks as if he is about to complain, but looks back down- resigned. Jameson chucks a slip down onto the desk and Parker picks it up. PARKER Um, sir? Jameson grunts again. JAMESON What is it? Parker picks up the newspaper on Jameson's desk with the headline: "SPIDERMAN WANTED!" And shows it to Jameson. PARKER What's this about? Why is he wanted?

Jameson suddenly seems GLEEFUL. He begins pacing around his office with a smile on his face. JAMESON Oh, that. Probably the best news I've heard all week! The chief of police didn't want someone with that kind of power going around, especially as he's committing crime. So now he's classified as a top-class criminal! Unless he stops doing whatever he thinks he's doing. Jameson LAUGHS loudly, almost song-like. furious. Parker looks

PARKER WHAT?! He isn't a criminal, he does nothing but help people! Is it a crime to do the job of the police if you aren't part of the police? The whole thing is ridiculous! Stop? He's saving people!

87. JAMESON Parker, carry on with that bullshit and you're fired! Parker begins to protest again, but realizes the obvious consequences. He sighs. EXT. POWER STATION - NIGHT RAIN. THUNDER. Clearly wet around, we are far out from a power station in the near distance. Darkness, rain falling. FLASH. A slight light from the power station. FLASH. Repeating as we come closer in, swing round to reveal: Dillon, in his Electro outfit. Has two wires pushed into his outfit, as ZAP! The electric takes effect again, making Dillon jolt. He's clearly in pain, but forced to do this. Footsteps on the muddy ground... swing round to reveal four people walking: Tombstone and three UNNAMED MEN. TOMBSTONE Ah, I thought we'd find you here. Dillon looks up and sees who is here: he glares viciously. DILLON YOU! Look what you've done to me with your tests! I have to come here at least once every single day to recharge or I feel so much pain! This electricity that's charging me, it's not infinite. If I use too much of it like I did on Spider-Man I'll run out! TOMBSTONE Well, yes. I had predicted as much, which is why I came here today. DILLON I don't want your money. did you find me? And how He indicates

Tombstone smiles, almost chuckles a little. one of the men, who steps forward.

TOMBSTONE Money? No, not yet Mr. Dillon. What I've got here is a recharge pack. Well, it's more like a knapsack full of pure electricity. If you're even in dire need of a recharge, you can use this and you'll be good to go for at least six hours. And it's called a map. We looked at the biggest station.

88. Dillon stares in disbelief. The recharge pack. Dillon's face-- still disbelief. DILLON I- I don't know what to say. TOMBSTONE Well, thank you is usually nice, but whatever suits you, Mr. Dillon. Dillon takes the recharge pack from the unnamed man, and straps it to his pack. He takes the wires that are plugged into it -- almost like a jetpack, and pinches the two prongs into his arm. He SCREAMS, but looks happy (almost insane) as static begins flickering from the prongs. DILLON This... is brilliant. TOMBSTONE With this, I have full faith that you'll be able to take down SpiderMan once and for all. He'll be causing us no more trouble once you deal with him. DILLON Of course sir, Spider-Man doesn't stand a chance this time. I will find him, and I'll kill him. TOMBSTONE Make sure you get it done soon before that wall-crawling fool ruins any more of my plans. Dillon takes a step back, RIPS off the wires attached to him, which causes a massive POWER SURGE in the generator. He inhales the electricity, and with a maniacal laugh -JUMPS. Electricity below him acts like a boost, and he is sent FLYING into the air. EXT. SKIES - CONTINUOUS Dillon uses electric behind him as a power source, like a jet and glides across the skies. He fires an electricity bolt from his hand and it EXPLODES into a building, causing massive destruction as the building falls down. DILLON (laughing) I am GOD! Back to

89. EXT. POWER STATION - CONTINUOUS Tombstone and the three unnamed men are stood motionless -in clear shock at what just happened. Tombstone's mouth is gaping open as he looks up to the skies. UNNAMED MAN Sir... he can fly? Tombstone punches the generator, causing a small rattling sound. TOMBSTONE Apparently so. (growling) I wanted him to be powerful to take out Spider-Man... but this takes it too far. At this rate, he'll never be stopped. UNNAMED MAN What can we do about it? Tombstone looks thoughtful, and rubs his chin. He flicks his eyes back up the sky, then turns to the man. TOMBSTONE I'm sure that if he becomes too much a problem, we can deal with him. I'll have to talk to Osborn and his connections with science. MANIACAL laughing fades into the distance... INT. WELLINGTONS INSTITUTE OF HIGHER LEARNING, LABORATORY AFTERNOON Connors is inspecting something in a test tube. It is an acid-like sort of yellow and fizzles. He shakes it about, causing a heavy 'TSSS' sound. He is taken aback slightly. Curt picks up a small, clear slide from a side table and pours a tiny amount of the liquid onto the slide. He puts the slide under an electron microscope -- takes a peek in. He jumps back as he sees, frowning. He turns to Peter Parker, who is sat at a nearby desk looking concerned. Connors bites his lip. CONNORS I've got some bad news, Peter. Or I think I do, just let me do some research. Parker sits back in his chair, but is clearly abrupt and worried. He watches Connors every move.

90. Connors looks worried too, as he walks over a bookcase, scanning each book. We flick up and down across each row, and focus on one book -- CHEMICAL SCIENCE - RADIATION. Connors picks up the book and begins flicking through the pages, stopping on a specific one. Annoyed, he throws the book down on the floor. CONNORS (CONT'D) Damn it... Parker stares at him, looking almost scared. PARKER What is it, sir? Connors hesitates and heaves a large breath. CONNORS It doesn't look good, Peter. Upon checking I've confirmed my initial theory... taking the sample out of your back as you asked and checking it has only made it fact. In your back is radiation, and some serious stuff too, there's no way you can get that cured. How did this happen? I can make some calls, get a specialist... PARKER Oh, no, no specialists. I was taking pictures for the Bugle when that Electric guy attacked, and I guess some of the blast must have caught me. Connors eyes Parker suspiciously, as if he doesn't truly believe what he's saying. Parker stands up and starts to leave. PARKER (CONT'D) Well, thank you for the help sir. I'm going to go to a hospital and see what they can do about it. CONNORS No need to thank me, I wouldn't just do it for my favorite student, anyone in such a state needs help. I just don't know how to help you. PARKER So I'm supposed to do nothing?

91. Connors looks AWKWARD. He shakes his head in defeat and walks back over to his desk. CONNORS Something like that, yes. nothing you can do. PARKER Well, thanks then. going... There's

I better get

Connors turns back to Peter, walks up to him and taps him on the shoulder. CONNORS Take care, Peter. Don't make that injury any worse. A flash of emotion spreads across Parker's face. GUILT. He halfheartedly returns the action, a false smile on his face. PARKER Don't worry sir, I won't. Connors smiles awkwardly, tilting his head at Parker. CONNORS Enough of this 'sir' stuff, too. Call me Curt. Parker returns the smile, this time it is genuine. Sure, Curt. PARKER Thanks.

INT. OSBORN MANSION - LATER Harry and Parker sat in a brilliantly designed living room. Harry is spread out across a sofa, chucking a remote up and down. Parker is sat on an armchair, starring at Harry. PARKER Harry, you've been doing that for the past ten minutes. Harry stops. He sits up abruptly and stares at Parker.

HARRY (shaking his head) Nah, it's nothing really. worry about it.

Don't

92. PARKER Harry, I haven't forgotten everything you've done for me, especially after I... lost B-Ben. I think it's time I returned the favor. Harry slouches, resigned. He doesn't look Parker in the eye, instead he stares blankly out of the window. HARRY Well... I'm worried Pete. Worried about my dad. I don't know why, he's just been so distant recently. He rarely talks to me anymore, and he spends all of his time inside his office, usually on the phone. It's like he's a different person, and I'm scared Pete. Parker's eye indicate a flicker of change, as remorse and sympathy cross his face. PARKER Well, have you tried talking to him about any of it? Harry's eyes show a slight hint of beginning to water, and he is still determined not to look Parker in the eye. HARRY I have, I try every day. replies-He always

OSBORN (V.O.) Harry, I'd love to stay and chitchat, but I've got work to do. I run a large company you know son, and things have got to be done. HARRY -- or at least something similar... he never seems to have any time for me anymore, I'm worried he's got himself caught up in something. Parker looks clearly concerned for his friend, and frowns. PARKER Sometimes Harry, life is tough on people. Silence, as if Parker's comment killed the mood. Harry slowly turns his head to Parker, in a not very stable state.

93. HARRY There's something else, too. Something that might concern... your friend. You know, the one you take pictures of. PARKER Spider-Man? What would your dad have to do with him? HARRY I overheard my dad talking to someone. I'm not certain, but it sounded like... Harry stares Peter in the eyes, his eyes clear and focused suddenly. HARRY (CONT'D) The billionaire, Lincoln. PARKER Lincoln? Parker's face, thoughtful. INSERT CUT: LINCOLN AT HOPE FOR HAITI. Parker's face again, this time suspicious. INT. PARKER RESIDENCE - EVENING IN PARKER'S BEDROOM, A piece of paper, central name: TOMBSTONE. Like a diagram, it has lines leading it and people linked to him. Among them are 'NORMAN OSBORN' and 'DOCTOR CURT CONNORS'. Above Tombstone's name, 'possible suspects'-- linked to it is Lincoln. Theories and ideas surround the sheet of paper, mentioning various things like 'major drug dealer' and 'clearly rich'. Parker scribbles away, a pen in hand. SWING Across the room. A dozen screwed up pieces of paper across the floor. Back to Parker working under a dim light, furiously writing on the paper. PARKER I will find you... He draws a final bold line to Tombstone, and writes above it the name Electro.

94. PARKER (CONT'D) You two are linked somehow, I know it. Osborn is linked to... Under 'IDEAS': Curt Connors works for Osborn. Osborn works under Tombstone, who is possibly Lincoln. Tombstone wanted Curt's enhancer for himself, and got Osborn to get it for him... they tested it and it didn't work, thus creating Electro. PARKER (CONT'D) But why... why would Osborn be working for Tombstone? It doesn't make any sense... Parker picks up the sheet of paper he was working on, and RIPS it in half. He then chucks it onto the pile of screwed up pieces, looking angry. Flash to: PORTRAIT OF BEN PARKER. INT. PARKER RESIDENCE - MORNING IN THE KITCHEN, Parker and Aunt May sat at the table, eating breakfast. Aunt May shoots Parker a look, as if to question him. MAY Peter... Parker looks up in obvious confusion. PARKER What? MAY You think I don't know? I know you were up until late hours again last night. And Curt called too, explaining what you came to see him about. You need to rest. Parker takes another bite of his food, seemingly disinterested with what she has to say. PARKER I am resting. May looks slightly amused and takes another bite of her food. MAY You know Peter, I do get worried when you stay out late on these streets and then come back with cuts and bruises.

95. Parker looks up in shock, almost knocking his plate off of the table. MAY (CONT'D) You think I didn't know about them too? I don't want to think that you're hiding something Peter. PARKER (lying) It's nothing, really. A few guys at school who think that they are tough start fights sometimes. May looks relieved at hearing this, and continues with her food. MAY Well, you should really do something about that... I don't want you getting into silly fights and coming off worse. Oh, no! PARKER They come off worse.

This time May looks more than slightly amused, she smiles and seems to be holding in a laugh. PARKER (CONT'D) I'm stronger than I look you know... MAY I'm sure you are, but I've seen some of those boys at your school. They look like bodybuilders! Parker is taken aback and irritated; he swallows his food hardly. PARKER That's a bit of an exaggeration, they aren't that much bigger than me... As May opens her mouth to respond-- RING, RING. The phone in the hallway rings loudly. May gets up, and we can see that it takes some effort from her, and leaves the room to answer it. Parker's face: still annoyed a little. May comes back into the room and smiles at Parker. MAY It's for you. Gwen. IN THE HALLWAY,

96. Parker walks into the hallway, the phone is hanger off it's receiver. He strolls over it and picks it up, putting it to his ear. PARKER Hello? GWEN (O.C) Peter? It's been ages since we last spoke, I was beginning to get worried about you. How have you been? I heard you got hurt in the Haiti crises. PARKER I'm fine Gwen, I've got some problems with my back but it doesn't matter... I miss you. GWEN (O.C) I miss you too. PARKER Gwen... GWEN (O.C) Yes, Pete? PARKER I want you to know, no matter what, I'll always love you. GWEN (O.C) All romantic all of a sudden? Life hasn't saying. If want you to And I swear PARKER been easy, and I'm just I were to die tonight, I know that I love you. I mean it.

GWEN (O.C) (quietly) I love you too. I never want you to leave me. PARKER I'll never let anything bad happen to you. I love you. GWEN (O.C) When can I see you again?

97. Tomorrow. school. PARKER I'll see you tomorrow at

GWEN (O.C) Okay, you've missed an awful lot. Bye, love you. PARKER Love you too. The phone CLICKS. pain. Parker smiles to himself. A glimpse of It nearly

Aunt May is back in the room. kills him. MAY What's wrong, Peter?

She smiles at him.

PARKER (beginning to break) Aunt May, I have a confession. May looks almost terrified. PARKER (CONT'D) I am responsible for Uncle Ben's death, and I can't hide it anymore. MAY What do you mean? Surely you're only upset, don't blame yourself. She moves to him, comforting him in a hug. PARKER The night he died, I made a choice. I went to a wrestling match. I wanted money. Wanted to impress people. I was stupid. He begins crying. each other. So does May. They're still embracing

PARKER (CONT'D) There was a man with a gun. He had just robbed the man who paid me. But out of pure selfishness and stupidity, I didn't even try to stop him. We look at May, she almost can't stand to hear this, still resting her head on Parker's shoulders.

98. PARKER (CONT'D) He ran outside. And he needed a car. Uncle Ben had been waiting to pick me up, but the man was there too. May shuts her eyes, tears stream. She can't bare it.

PARKER (CONT'D) (sobbing) And he was shot. All because, I didn't stop that man. MAY (sobbing) Peter, don't blame yourself. PARKER But it was my fault. MAY No. It was his time. I don't want to know why you were at a wrestling arena, as you hate wrestling. May lifts away from him. MAY (CONT'D) And it doesn't matter. It's all in the past. Peter, I love you, no matter what you do or say. This wasn't your fault. Forgive yourself. Remember what I told you before, Peter. SMASH CUT TO: EXT. OSBORN MANSION - AFTERNOON The clouds begin ROLLING IN, darkening the sky. A storm is coming. Osborn hurries out to his limo, which sits in front of his gates awaiting him. Harry runs up behind him. HARRY Dad! Dad! Osborn stops, turns. What, Harry? OSBORN I'm in a hurry.

HARRY Dad, I'm getting sick of all this!

99. OSBORN Of what? HARRY Lately all you've been doing is leaving on business trips. Dad, I want the truth. I know something's going on. OSBORN Harry, just stop it. You don't understand. You're only a boyHARRY I'll be a man if you let me! OSBORN Harry, listen. I love you, and I would never forgive myself if something happened to you. I do what I do to protect you. You have no idea what I go through everyday. (beat) When your mother died I swore I'd protect you. Her dying words were "keep Harry safe". And I intend to. No matter what. HARRY Dad, let me in. I don't want to see you going down a pathOSBORN Harry, I don't need a damn quotation. Osborn opens the door, goes to sit in, pauses, looks back. OSBORN (CONT'D) I'm already too far to turn around now, Harry. Osborn goes in. He shuts the door. looks up. THUNDER. INT. SKYSCRAPER - AFTERNOON IN TOMBSTONE'S OFFICE, Tombstone stands with Dillon. doors, unkempt and in a rush. OSBORN What's the plan? Osborn rushes through the He makes his way up to them. It drives off, Harry

100. TOMBSTONE (smiling) We're going to plant bombs, all around in the new Tower of Commoners. The place new immigrants come to complete their Visa's and such. My men are already on it. Dillon is going to go to the roof. We're going to make this a whole building hostage situation. Sniper's are being positioned in the two buildings around it. We're luring Spider-Man into the middle, and taking him out. Dillon, you probably won't have to lift a finger. DILLON That's no fun. I intend to burn his corpse. TOMBSTONE Once we see under the mask of course. (noticing Osborn's awkwardness) Norman? Are you okay? OSBORN I just want to get this over with. TOMBSTONE It'll be over tonight, Osborn. I promise. One way or another. It ends. EXT. NEW YORK STREET - AFTERNOON The clouds are fully dark. Almost confusing us with night. A crowd of people stand before a store: TVS in the window. It's covering a HOSTAGE SITUATION. Parker makes his way by, stopping to catch a glimpse. ON THE TV is aerial coverage of the top of the Tower of Commoners. Dillon stands there, ELECTRICITY flying around him. ANCHORWOMAN A group of armed men are in the building, holding all men and women hostage! Threatening to bomb the building if police try and make their way in. What will New York DoA BOLT of electricity FLIES UP, CRASHING into the helicopter. The camera goes DEAD. Parker can't believe what he's seeing.

101. EXT. TOWER OF COMMONERS - AFTERNOON Police surround the building. Several SWAT teams await orders. A CROWD of people watch as RAIN begins to fall. tiny amount, only a slight drip. We find two OFFICERS. OFFICER 1 What are we going to do? OFFICER 2 Pray? OFFICER 1 For what? When are the Marines getting here? OFFICER 2 God dammit, we don't have time. need something now! We A

THWIP! Spider-Man swings down over the crowd, they CHEER. He SWINGS straight into the building, right through the glass! INT. TOWER OF COMMONERS - CONTINUOUS Spider-Man CRASHES down into an armed thug, taking him out. Several thugs lift their guns -- Spider-Man leaps into the air, punching one. He spins and kicks another to the face. BULLETS FLY. SpiderMan leaps unto a wall, RUNS on it like it's the ground. He flips through the air, FIRING webs at the men. Guns drop. Spider-Man attacks. Fierce. Not leaving anyone on their feet. KICKING, PUNCHING, HEADBUTTING. The last one falls. He KICKS through the elevator doors. IN THE ELEVATOR SHAFT, He climbs quickly. EXT. TOWER OF COMMONERS, ROOF - AFTERNOON The rooftop door EXPLODES off its hinges. Dillon looks -Spider-Man SOARS like a rocket out, TACKLING Dillon down. They roll. Dillon flies back, crashing into an air filter. He gets up. Both men face each other. He LEAPS into the shaft.

DILLON Spider-Man. Just the wall-crawler I wanted to see. You wasted no time getting here.

102. SPIDER-MAN Dillon, it ends TONIGHT! DILLON It's not the first time I've heard that! Dillon FIRES a HUGE ball of electricity. Spider-Man LEAPS over it, nearly clipping him. Spider-Man fires a web at Electro's face, BLINDING him. Spider-Man lands, TRIPS him. JUMPS on top of him, PUMMELS HIS FACE. BOOM! Spider-Man is blown off with FIERCE electricity. A

TIME SLOWS DOWN as we swing over to another building. bullet escapes a snipers barrel.

Spider-Man DUCKS the bullet. Spider-Man jumps, fires a web. Swings down, KICKS Dillon back into more tubes and pipes. Spider-Man swings off the building. Swinging around in mid-air... THROWS himself into another building. INT. SKYSCRAPER BUILDING - CONTINUOUS The Sniper stands up. sniper with the butt. Spider-Man grabs the gun, RAILS the

EXT. HIGH RISE - MOMENTS LATER Spider-Man swings around, into another building. INT. SKYSCRAPER BUILDING - CONTINUOUS A prone sniper is LIFTED from the ground by Spider-Man, still swinging. PULLS him out. EXT. HIGH RISE - MOMENTS LATER The sniper BUNGEES from a web left by Spider-Man. Man flings himself back onto the roof of... EXT. TOWER OF COMMONERS, ROOF - CONTINUOUS And lands with a roll, into a pouncing position. He looks, no one. Spider-Man crawls forward, keeping on his toes. Spider-Man FLIPS back through the air, avoiding a bolt. He lands and spins. Dillon sends more bolts. Spider-Man begins swinging through the air, jumping, using webs to pull him out of the way -ZAP! A ball hits him. He falls back. He flips to his feet, shoots a web-ball. Dillon fumbles back. Spider-

103. Spider-Man runs, jumps, KICKS Dillon in the chest. Dillon flies back into the wall of the electrical chamber. Spider-Man fires webs on each side of the indented Dillon. FLINGS himself inwards -- HE'S BLOWN BACK by a HUGE BOLT. He hits the ground like a rag doll, flipping, landing hard. He stands. The emblem is TORN off. His bare, bloody chest replaces it. He CRINGES as his hand touches it. lifts himself from the crater. Dillon chuckles as he

DILLON I'm just getting warmed up. Spider-Man GRUNTS and GASPS as his body CRAMPS. his knees. DILLON (CONT'D) Oh yeah. I forgot to mention. I'm more radiation than electricity. I think that's going to effect you in a negative way. Dillon's hands ILLUMINATE. ANOTHER BOLT. Spider-Man flips back, CRASHING through pipes. He GROANS. THE RAIN PELTS DOWN NOW. THUNDER ROARS. LIGHTNING CRACKS. He stands. A BROKEN MAN. Dillon FIRES another bolt, DIRECTLY AT THE FACE. Spider-Man has no time -- HE SOARS BACK. He hits the ground. CLOSE ON his face as he falls. He hits the ground and slides into us. His mask is torn in have. His face is cut. His nose bleeds, as does his mouth. A tear rolls down his face. BLOOD. REAL TEARS begin forming out of his eyes. FLASHBACK TO: INT. CAR - DAY Parker sits with UNCLE BEN. Ben pats Parker's shoulder. He falls to

BEN Listen, buddy. I know how you feel. The weight of the world is on your shoulders. But chip up! You're a champion, Pete. You always have been. And you'll be a hero someday. Fire fighter, police officer, even Lawyer. God knows you're smart enough. (MORE)

104. BEN (CONT'D) Someday, people will look towards you and say "Look at him". You'll inspire millions, buddy. But remember, it won't be easy. I promise, you'll have your hard times. INTERCUT WITH: Spider-Man's BROKEN face. BEN (CONT'D) Climbing the mountain of life, you'll feel like you want to stop. And sometimes, we need to fall off that mountain, to remember why we held on so long in the first place. Spider-Man WEEPS. He cries IN PAIN. SUFFERING.

BEN (CONT'D) But listen. You're going to be the one, who will stand up for what you believe in. Even when you can't. Spider-Man gets to his feet. from his torn face. The RAIN WASHES off the blood

BEN (CONT'D) Pete, the best words of advice I can give you are... Dillon begins FORMING A BALL OF ELECTRICITY. BRACES himself. BEN (CONT'D) With a great power. The ball fires out -BEN (CONT'D) Comes great responsibility. Spider-Man LEAPS through the air, with new found motivation. HE ROARS as he falls and CRUSHES Dillon. He begins pummeling him. Dillon fires a bolt. Spider-Man flips in the air. CATCHES HIMSELF. Fires two webs down, catching Dillon. Spider-Man RIPS Dillon up into the air. TWO MORE WEBS down onto the roof. THRUSTING himself down into the roof. THE ROOF SHAKES. Spider-Man RIPS Dillon's mask off. EXPOSING his electric head. No skin, no eyes, nothing. Electricity HITS SpiderMan back. He catches the side of the ELECTRICITY TOWER. Spider-Man

105. DILLON We're going to bomb this place! It's going down, thanks to you! Everyone has to die! Dillon looks up at the top of the tower: A TRANSMITTER. TIME SLOWS DOWN as Dillon fires a bolt at the transmitter. Spider-Man leaps upwards for it -BEN (V.O.) You'll have to make scarifies. Big ones. Maybe, someday, even your life. TIME IS STILL SLOW as Spider-Man catches hold of the transmitter. The bolt COLLIDES with him. Spider-Man's body is ELECTROCUTED. in Spider-Man's grip. DILLON NO! Spider-Man falls. his death below. Straight off the building, heading for The transmitter CRUSHES

EXT. HIGH RISE - CONTINUOUS The crowd people SCREAMS. Trying to wake the falling hero. Spider-Man's eyes are open, but hardly dilated. He shuts his eyes. He wants to die -But fate won't let him. He shoots a web with a flick of his wrist, catching hold of the side of the building. He pulls himself to the wall, catching it. Sticking like glue with his fingertips. The screaming stops. Spider-Man looks back up to the roof. quickly and swiftly. He begins to climb,

EXT. TOWER OF COMMONERS, ROOF - AFTERNOON Dillon looks down the side. Spotting Spider-Man still climbing. He begins firing BOLTS down at him. Spider-Man uses his acrobatically skills to avoid the several bolts. Spider-Man fires a web at Dillon's face. Sending him to the ground. Spider-Man throws himself up onto the roof. He lands. Both men stare each other down. IT ENDS NOW.

Dillon fires another BOLT. Spider-Man flips through the air. He fires a web at Dillon's feet and pulls them out. He lands on Dillon, RAILING him in the face. He flips backwards, avoiding Dillon's mighty blow.

106. Dillon gets to his feet. Spider-Man PANTS. Dillon shoots one more bolt, this time, clipping Spider-Man's arm. He recoils, and goes for shoot more web. A WEIRD NOISE from his wrist. SPIDER-MAN You broke my webshooter! Dillon shoots more bolts. Spider-Man dodges them with flips.

DILLON I'll break your face! SPIDER-MAN You're almost as original as all the new movies in Hollywood! Spider-Man leaps, and fires one web at Dillon. Spider-Man pulls himself down, and TACKLES Dillon hard. They roll, Spider-Man kicks Dillon off. They roll to their feet. Dillon's body FOLDS down. He MOANS.

DILLON Need... Power... He reaches for a button on his pack. A WEB CATCHES HIS HAND. WHIPS him towards Spider-Man. Spider-Man kicks him to the face. Dillon lands hard. Spider-Man grabs the pack, RIPS it from the cords. Dillon SCREAMS as a BOLT strikes SpiderMan. Spider-Man is sent to the air, and falls with a THUD. Dillon looks towards the electricity tower. He runs for it. Sticks his hand on it. BEGINS ABSORBING. Electricity begins flying. Dillon LAUGHS MANIACALLY. WEBS attach themselves to both Dillon's hand. He hardly cares, continues ABSORBING. He PULLS. He's stuck. DILLON (CONT'D) Wait... Wait... STOP! STOP! HE BEGINS SCREAMING. BODY. The webs FRY. SCREAMING. TOO MUCH ELECTRICITY GOING INTO HIS

Dillon is magnetically PULLED to the tower.

BOOM! The tower EXPLODES. Dillon SOARS back. Spider-Man leaps, SPEARS him in mid-air. Lands on him. Dillon's motionless. DONE. DEFEATED. But still alive. He MOANS softly. Spider-Man FIRES webs crazily. Wrapping him up in a coat of webs.

107. Spider-Man bends over Dillon. SPIDER-MAN Where is Tombstone! DILLON I'll never... Tell you. Spider-Man PUNCHES Dillon's head into the roof. him out. That's fine. to look. TIME CUT Police now scatter the roof. One of them stop. Looking up. Dillon is strung up like a puppet. Attached to the webs is a note. "COURTESY OF YOUR FRIENDLY NEIGHBORHOOD SPIDER-MAN". INT. PARKER RESIDENCE - NIGHT IN PARKER'S BEDROOM, Darkness. Dim light. Parker, shirtless. CUTS, BRUISES and DRY BLOOD over his torso. His closet: hangs a new, slightly differed Spider-Man outfit. On his desk: one webshooter; the other lays on the floor, in pieces. Parker picks up the webshooter, clips it on. Pulls on the mask-- determined. Looks out to the window. Stares. SMASH CUT TO: INT. SKYSCRAPER - NIGHT IN TOMBSTONE'S OFFICE, Tombstone stands tall, watching the rain pound his glass walls behind his desk. SMASH! The skylight above SHATTERS as Spider-Man drops down. He lands on Tombstone's desk, BREAKING IT. Tombstone turns. Almost surprised. SPIDER-MAN Found you. TOMBSTONE What can a man like me do for a hero like you? Tombstone turns around, a smile. Man. Trying to outsmart SpiderSPIDER-MAN I think I know where KNOCKING

108. SPIDER-MAN I know who you are, Tombstone. SILENCE. Tombstone shifts. He had not expected this. almost reaches for his pocket -SPIDER-MAN (CONT'D) I wouldn't suggest pulling that gun. Tombstone stops. Shrugs and chuckles to himself. You He

TOMBSTONE You're a clever one. So, what? want a check? SPIDER-MAN Your men have failed. TOMBSTONE A surprise I had not expected. SPIDER-MAN Expect the unexpected. TOMBSTONE I could say the same for you.

Tombstone removes his jacket. Revealing his BODYBUILDER BODY. Tombstone is a GIANT. Spider-Man GULPS sarcastically. Tombstone grabs Spider-Man's neck. Spider-Man shoots a web in Tombstone's face. He spins, FLIPS Tombstone through the air. Tombstone lands gracefully. He rips the webbing out of his eyes, TOMBSTONE (CONT'D) I'm not just big. SPIDER-MAN Dumb too? TOMBSTONE (chuckling) No. I'm quick on my feet. Tombstone walks towards Spider-Man. Spider-Man leaps into the air, spin-kicking Tombstone's face. Tombstone hardly feels it. He grabs Spider-Man's shoulders, THROWS him into t he glass wall. It CRACKS. Spider-Man falls. He gets up. TOMBSTONE (CONT'D) I can see Dillon weakened you severely. See, people like you and me, we're powerful.

109. Tombstone grabs Spider-Man's head. PALMS IT. He SMASHES it into the ground. LAUGHS. Lifts him back into the air, THROWS HIM across the roof. Spider-Man hits, thuds, rolls, and gets back to his feet. WORN. SPIDER-MAN Is that all you got? TOMBSTONE I still have some tricks. Besides. This fighting, it's worthless. Join me, Spider-Man. We can be a team. I can give you power. Money, SpiderMan. I can give you MILLIONS of dollars by doing only little things, for someone with your power. SPIDER-MAN I'm not like you. You're a man who is selfish, greedy, power hungry, and unethical. TOMBSTONE Who are you to judge, Spider-Man? You swing around, and beat men to a pulp, and you think you can judge others for what they do? SPIDER-MAN I can when those people kill millions. TOMBSTONE Please, I just fund it. you say? Join me? SPIDER-MAN I will NEVER join you! Tombstone RIPS one of the cabinets from his wall, THROWING it with ease at Spider-Man, who leaps over it. Tombstone CHARGES into Spider-Man PUMMELING him into the wall. Tombstone holds Spider-Man up, feet dangling. Spider-Man shoots web in Tombstone's face, KICKS to the groin. SPIDER-MAN (CONT'D) I have my own tricks! Tombstone drops Spider-Man in pain, bends over, GRIPPING himself. Spider-Man KNEES Tombstone to the face, UPPERCUT. Spin-Kicks! Tombstone is still up. Spider-Man fires web, lifting himself into the air, attacking with his feet. One after another -So what do

110. Tombstone SHOVES Spider-Man out of the air. He lands on the wall. Tombstone, once again, rips the web from his eyes. TOMBSTONE I will BREAK YOU! Spider-Man notices a STEEL PIPE in the wall. He RIPS it off. He runs at Tombstone. SMASHES his head sideways. Again, but Tombstone grabs the pipe. Spider-Man leaps into the air, KICKS Tombstone's gut. Tombstone releases his grip, Spider-Man SMASHES the pipe down on Tombstone's back. He falls. Again, again, again. He stops. Tombstone is BEATEN, BLOODIED, AND BROKEN. Just like Spider-Man. Blood fills Tombstone's back. TOMBSTONE (CONT'D) You're going to kill me? No. SPIDER-MAN I'm not going to kill you.

Spider-Man SNAPS his hand outwards, sending the pipe like a SPEAR into the wall. SPIDER-MAN (CONT'D) I have no evidence against you. No connections. Nothing. I only know Dillon and Osborn work for you. Leave Connors and Osborn alone. Or I'll be back. TOMBSTONE You don't scare me. SPIDER-MAN I really do. Tombstone stares into the man above him. down at Tombstone. TOMBSTONE So, what's your reason? a hero? Spider-Man stares straight. Spider-Man looks

For becoming

No emotion.

TOMBSTONE (CONT'D) We all have our reasons. Even me. (laughing) I was brutalized by everyone. I was an African American, who had albinism. And I was beat. My parents disowned me. (MORE)

111. TOMBSTONE (CONT'D) I even joined the Mafia for awhile. But that's enough from me. How about you, huh? Daddy got shot? Mommy got raped? You didn't just get powers, and go around "saving" people. Did you? Spider-Man continues his stare. TOMBSTONE (CONT'D) I'm willing to bet, something happened to someone you cared about. And it was your fault. ON SPIDER-MAN'S FACE as lighting reflects off the side. TOMBSTONE (CONT'D) (laughing) Wasn't it? Something you could have did. With all your powers. But you didn't. DID YOU? THUNDER. TOMBSTONE (CONT'D) It's okay, little spider. Don't say a word. Just, listen to me. I can make the pain go away. I can give you whatever you want. I can give you freedom from those chains that hold you down. Tombstone reaches out for him. A FALSE TREATY. Spider-Man still doesn't move. He puts his hand down. It's over. SPIDER-MAN I now know who you are. And I'll be watching you. You should die here tonight. I should kill you. But I'm no murderer. I'll give you a chance to leave town. TOMBSTONE But why? ON SPIDER-MAN'S FACE SPIDER-MAN Because I forgive you. FORGIVING HIMSELF. Spider-Man leaps into the air, firing a web. He throws himself back out through the skylight. Tombstone watches.

112. Almost a cry, but more of a laugh escape his mouth into the night. INT. OSBORN MANSION - MORNING IN THE LIVING ROOM, Harry lifts his backpack onto his shoulder and begins for the door. Osborn stops him. Before Harry can say a word, Osborn hugs his son. OSBORN I'm sorry, Harry. Harry hugs back. HARRY Don't be, dad. It's fine. OSBORN I know you worry about your old man. Maybe too much. They pull apart. HARRY Of course I do. You're the last bit of family I have, aside from Peter and May. OSBORN You know I've been doing things. HARRY I know, dad. Harry looks hurt. OSBORN I'm sorry. I'm getting out of it. Whatever it was, it's not mine anymore. HARRY I forgive you, dad. They embrace again. INT. HIGH SCHOOL - DAY IN THE HALLWAYS, We find Gwen Stacy. She stands behind a group of students watching a television. On it is a picture of Dillon being hauled away into a prison, contained in a very small chamber.

113. The HEADLINES read: "Electro captured by Spider-Man! Man not wanted anymore!" Spider-

An arm slides around Gwen's waist. She looks down at it, smiles. It's only Parker. He kisses the back of her neck. PARKER (whisper) I missed you. GWEN (whisper) Missed you too, big boy. She leans her head back on his chest. He holds her tightly as their lips meet. Over in the corner, Flash and his group spot them. All of them have casts, band-aids, or scratches. They walk away in defeat. Parker rocks Gwen in his arms. PARKER Only two more months. GWEN Excited? PARKER I can't wait to get out of this school. Move into the city. With you by my side. We get a look at Parker's face. All the cuts are healed over. He only has one scar. A LIGHTNING BOLT on his lower chin. She turns to face him. GWEN I love you, Pete. They kiss again. She grips his face. THE BELL RINGS. But it doesn't break them. They continue. Passionate, attacking each others lips. They break apart, and touch their heads together. For once, Parker's eyes look... Happy. They're glazed. So are hers. GWEN (CONT'D) We better get to class. PARKER I don't want to move. GWEN Me either.

114. INT. DAILY BUGLE - DAY IN JAMESON'S OFFICE, Parker stands, smile on his face. Jameson sits in his desk, look at the front page: "SPIDER-MAN, HERO!". JAMESON Note, Parker, I don't believe this for one minute. But it sells. PARKER Okay, mister Jameson. Parker gets up and walks out. JAMESON Parker! He turns back, JAMESON (CONT'D) Keep up the good work. And bring back more pictures. PARKER Will do, mister Jameson. Parker waves him off. IN THE LOBBY, Parker walks over to Brant. PARKER (CONT'D) I'm happy Jameson has seen the true side of our Spider-Man. BRANT Keep it quiet, but I think it's because his son was in there. PARKER Jameson has a son? BRANT Yeah. He's an astronaut. He was giving a speech about our worlds coming together as one or something. Motivational. PARKER So, he owes Spider-Man.

115. BRANT His life. Parker smiles and walks off. EXT. NEW YORK STREETS - EVENING Harry and Parker walk down the busy streets. HARRY I'm just so happy. Dad said whatever he was doing, he stopped. PARKER That's good. Parker truly looks relieved. HARRY Yeah. Him and Aunt May went to dinner, right? (off Parker's nod) He really cares about that aunt of yours. She's like his mother. PARKER Like our mother. HARRY She took care of me even when my mother died. She means a lot to us. She does. PARKER A lot. See

HARRY Well, what do you want to do? another movie? I can't.

PARKER I have to go to Gwen's.

HARRY Ohhh, wheelin', big guy? PARKER Something like that. (beat) I love her. Harry smiles at him. HARRY Go get 'em.

116. INT. PARKER RESIDENCE - NIGHT IN THE LIVING ROOM, Parker and Gwen are MAKING-OUT on the couch. Parker handles her delicately, but with power. Lifting her off the couch and into the air. Back down to the couch. GWEN (between kisses) Peter... I love you. PARKER (between kisses) I love you... too. TIME CUT IN PARKER'S ROOM, Parker carries Gwen in, drops her on his bed. He pulls his shirt off and falls down onto her. Still kissing. Parker stops. PARKER (CONT'D) Are you sure? GWEN (nodding) I am. Parker smiles. Embraces her again.

INT. OSBORN MANSION - DAY IN THE OFFICE, Osborn shreds files. "CLASSIFIED". All of them with large red print:

PARKER (V.O.) Life isn't fair. Life isn't easy. You have to take the situation at hand, and deal with it like a man. INT. PARKER RESIDENCE - NIGHT Aunt May kneels by her bed. pray. Her hands meet as she begins to

PARKER (V.O.) Hope for the best, and have faith, that the greater good will prevail. It makes us feel safer, knowing someone is watching over us.

117. EXT. STREETS OF NEW YORK - DAY A crowd of people walk the streets. A shadow from the sky swings passed them. They all look up -- THE SPIDER-MAN THEME BEGINS. PARKER (V.O.) To some people, those heroes, those symbols are incorruptible. Some heroes are in the sky, watching over us. But for the people of New York. EXT. HIGH RISE - DAY We stay on Spider-Man as he swings through the towers of New York City. PARKER (V.O.) The hero of this city, is a boy with a curse. Who made it his gift. Who made a choice. Spider-Man performs amazing moves in the sky, passing over buildings. PARKER (V.O.) (CONT'D) To believe that there is better than the evil in the world. Someone who was willing to make a stand, and sacrifice everything for one chance. Throughout all the pain, the suffering, and the agony. I was still standing. Spider-Man FLINGS himself up to the top of the EMPIRE STATE BUILDING. He looks at us. PARKER (V.O.) (CONT'D) Who am I? I could be a nerdy kid from Queens who got lucky. I could be a warrior chosen by fate. Spider-Man leaps into the air, firing a web. PARKER (V.O.) (CONT'D) But I think I'm just your friendly neighborhood Spider-Man SWINGS into us. SENDING US INTO BLACK. PARKER (V.O.) (CONT'D) Spider-Man.

118. BEGIN CREDITS. END.