Spider

 

Peter Parker: Spider-Man

 

 

Screenplay

 

By David Ellis

Begun: 9-11-00

Completed: 6-30-01

Based on the Marvel Comics characters created by Stan Lee, Steve Ditko, and John Romita Sr.

 

 

 

FADE IN

EXT. NEW YORK CITY SKYLINE - SUNSET

We travel high over the street, the various Manhattan skyscrapers passing us on each side. The golden-red sky is reflected off of the glass windows, causing the buildings to shine like jewels.

However, something's strange about the way we're seeing this. Instead of moving smoothly across the city, as if in a helicopter, our P.O.V. seems to lurch diagonally, down, from one side of the street to the other, in a series or arcs. It's almost like...swinging?

BEGIN OPENING CREDITS

A red-gloved right hand moves outward into view, pointing at the building nearest us, and a thin cable shoots from the wrist. The cord strikes a flat side of the building, and oddly stays there, apparently adhering to it.

The cable pulls taut, and the hand holds on fiercely as the P.O.V. suddenly dips into another arc.

By now, it's clear we are seeing things through the eyes of the person swinging. We reach the bottom of the arc and travel upward toward a building across the street. This time the left hand shoots out and repeats the action of the right hand.

CUT TO

EXT. MANHATTAN BANK - SUNSET

ANGLE ON a stylish, expensive-looking bank that looks somewhat like a hotel. CLOSE IN on the front entrance, as random people move in and out of it, and still more pass by on the sidewalk.

One MAN, dressed in a trenchcoat, looks around warily, then up, before entering.

INT. MANHATTAN BANK -SUNSET

The bank looks even more impressive on the inside. This establishment must be quite good at what it does. The customers number in the dozens, most of them standing impatiently in line. We even see a few kids held by their parents' hands.

In one corner, a CUSTOMER finds himself having great difficulty figuring out how to work an A.T.M. machine.

CUSTOMER
What the f--? "Rejected"? How can that be? I just got this stupid card yesterday!

The man tries again, and this time, the card is accepted. Over his shoulder, we see on-screen the words, "PROCESSING REQUEST. PLEASE WAIT..."

CUSTOMER 
(relieved)
Yess! About time! C'mon...c'mon already...

The man in the trenchcoat walks by behind him, and stops for a moment, a sly grin crossing his face. He then continues walking.

The ATM machine suddenly experiences a power surge that fries its systems. The screen turns off.

CUSTOMER
What the fuck? STUPID MACHINE!

POV: SECURITY CAMERA

We see the bank lobby as a grainy image, from the point of view of one of the security cameras. In the center of the frame, the man in the trenchcoat stops and looks directly at the CAMERA, smiling for posterity.

The camera cuts off, and all we see is static.

INT. MANHATTAN BANK - SUNSET

The man in the trenchcoat looks around with amused curiosity as CLERKS suddenly experience problems with their computers. Frustrated cursing and plenty of ad-libs are heard.

Suddenly, the light go out, and the only light source around is from outside.

The man suddenly raises a hand above him, and a thin stream of electricity travels from it to the ceiling, getting everyone's attention. He announces:

ELECTRO
May I have your attention please?!

He looks around at the customers, who have ducked-and-covered, and are peeking at him with horrified eyes.

ELECTRO
Hm...I guess I do. Anyway, allow me to introduce myself.

He opens his coat and reveals an electric blue outfit with a lightning design adorning it. He balls up the coat, holds it one hand, and zaps it with a handful of electricity, setting it on fire.

ELECTRO 
(while doing this)
I AM ELECTRO!

Electro was MAXWELL DILLON, a small-time hood with grand aspirations, until an electrical accident turned him into a small-time hood with grand aspirations and the means to carry them out. However, it seems he often doesn't think things through as well as he should, which has prevented him from success thus far. 

Three SECURITY GUARDS draw their guns.

SECURITY GUARD #1
Freeze!

        ELECTRO
    I can't. My powers don't work that way.

Electro holds up his other hand, and three streaks of electricity shoot from it and strike the guards, dropping them.

ELECTRO
Anyway...believe it or not, folks, this isn't a stick-up. It's just a...publicity stunt, if you will. I'm looking to attract the attention of a certain wall-crawler some of you may know as...Spider-Man.

CUT BACK TO

EXT. NEW YORK CITY SKYLINE - SUNSET

Now, instead of simply his arms, we see the swinging figure's full back view, as he continues commuting in his own unique fashion. We see a red-and-black form-fitting costume. From his shoulders up is red, and the rest is black, though a large red spider design is prominently displayed on his back.

Obviously, this is the guy Electro referred to: SPIDER-MAN.

He shoots a strand of webbing at a building at a different angle, and swings around the building, effectively hanging a left. he continues on his way.

INT. MANHATTAN BANK - SUNSET

Electro paces back and forth, impatiently.

ELECTRO
Somebody needs to get the word out to that web-head. I mean, one would think that holding a freakin' bank hostage would get him to show, but NOOO! He hasn't arrived.
(ponders)
Maybe I should have taken over a media outlet, like a TV station. Nah, I'd short out the equipment before I send the message.

Electro sees an injured guard reaching for his walkie-talkie.

The guard freezes. Electro grins.

ELECTRO
Oh, by all means...call as many cops as you can. It'll inevitably bring Spidey, and then the fun'll begin.

The guard nods slowly and speaks into his walkie-talkie.

One brave soul tries to sneak toward the revolving doors, but Electro catches the movement out of his periphery. Electro zaps him with a glare, toasting his jacket. The man writhes in pain.

ELECTRO
Hey! Who said you could go anywhere? I still need hostages.

CUT TO

INT. SQUAD CAR - SUNSET

Two cops hear an "All Units" alert on the CB.

DISPATCHER 
(v.o.)
All units: Hostage situation reported at Sunset National Bank. Supervillain involved.

COP #1
Ten-four. On our way.

COP #2
A supervillain? This is just great. How the hell are we supposed to deal with that?

COP #1 glances at his rearview mirror, and does a double-take when he sees a tiny figure far above street level, moving fast. The figure is dressed in red and black...

COP #1 
(turning to his partner)
Looks like we're about to get help. I just saw Spider-Man!

COP #2
    Him? Oh god...his help we can do without. Ain't you read the Bugle? That guy's just as shady as the bad guys!

COP #1
Oh, shut up...

CUT BACK TO

INT. MANHATTAN BANK - SUNSET

Electro hears sirens in the distance.

ELECTRO
Ah! Perfect! It shouldn't be too long now, and then I get to zap a spider.

A faint tapping noise is heard, and Electro looks around. The tapping continues, and it finally occurs to him to look up.

UPSHOT of the bank's skylight, where we see a figure looking through the glass at us and waving. This is our first look at Spider-Man's face, covered by a full-faced red mask and large reflective eyepieces.

ELECTRO 
(o.s.)
SPIDER-MAN!!

SPIDER-MAN
Well, obviously.

Electro fires a bolt of lightning up at the skylight, shattering it into thousands of melted pieces.

Spider-Man has long since moved to safety.

TIGHT CLOSEUP of Electro as he clenches his teeth and growls.

CLOSEUP of the skylight, where Spidey's gloved hand gestures, "c'mere."

BACK TO ELECTRO.

ELECTRO
Huh..? How does he expect me to follow him? I can't fly--

A thin strand of webbing is shot and attached to Electro's chest.

WIDE SHOT: ELECTRO IS FORCIBLY YANKED OFF HIS FEET AND UP  TOWARD THE SKYLIGHT.

ELECTRO
AAAAAAAAAAAAAAAAAHHHHHHHHHH!!!!!!!!!

EXT. BANK ROOFTOP - SUNSET

Electro emerges through the skylight, still screaming his fool head off, and continues for another yard or two before landing chest-first onto the gravel rooftop. He catches his breath and looks up.

Spider-Man is perched on a high ledge, holding his chin in his hand. Even though his face is completely covered, we get the feeling he's wearing a shit-eating grin from ear to ear.

SPIDER-MAN
Hope you enjoyed the ride. That'll be twenty bucks.

Electro shouts his rage and hops to his feet, electricity arcing across his body. The electricity collects into his hands, which glow bluish-white.

Electro fires off the shot, but Spidey jumps with inhuman speed and lands back on the ledge. The building across the street is hit with the lightning, and a sound of thunder is heard in the background.

SPIDER-MAN
Hey! Does this mean you're an unsatisfied customer?

Electro fires another bolt, which just barely misses Spidey.

SPIDER-MAN
YOW! Okay, I'll take that as a yes! Fine then. Zap at me all you want. But just remember, YOU'RE paying the electricity bill!

EXT. MANHATTAN STREET - SUNSET

UPSHOT FROM STREET LEVEL of the bank's roof, where streaks of lighting appear and strike nearby buildings. PEDESTRIANS cover their ears and run.

PEDESTRIAN
Damn! This always happens when Spidey's around!

EXT. BANK ROOFTOP - SUNSET

Spider-Man performs a myriad of acrobatic stunts across the rooftop to avoid Electro's bolts. Almost by accident, one of them connects, and Spidey falls off the roof.

SPIDER-MAN
AARRH!

UPSHOT of the bank rooftop ledge, where Electro peers down toward the street, looking for Spidey.

DOWNSHOT of the street, from Electro's POV, panning quickly from side to side. The only sign of Spider-Man is a webline attached to a flagpole, flapping in the wind.

ELECTRO 
(v.o.)
Where the hell?

Electro quickly looks back up and around, frantically. Where did that stupid wall-crawler disappear to?

He feels a tap on his shoulder and whips around, firing another lightning bolt at nothing.

WIDE DOWNSHOT of the roof, where Electro moves around in a 360-degree scan, extremely paranoid.

CLOSEUP of Electro, as a glob of webbing hits him in the back of the head.

SPIDER-MAN 
(v.o.)
Hey Sparky, I'm right behind you!

Electro spins around, but this time is smart enough this time to look before zapping.

This time, however, he sees Spider-man swing toward him on a webline, feet extended in a kick.

Electro is slammed in the chest by Spidey's feet, and is pushed off the roof. The two fall toward the street.

Some weird strobing effect happens to Spider-Man's head, and he points a hand to an unseen target, about to fire another web to stop their fall, but Electro clamps onto Spidey's legs and emits a powerful electrostatic pulse. Spidey screams in pain.

EXT. MANHATTAN STREET - SUNSET

The two continue to fall toward the street, as bystanders try to get out of the way. Spidey recovers his wits and kicks at the bank building, pushing off of it while holding onto Electro. The two sail clear across the street. Electro screams the whole time.

Spider-Man lands on the sidewalk, and tosses Electro to the ground. They both catch their breaths.

SPIDER-MAN
Thanks a lot...hhhh....Sparky...hhh....you justabout...killed us both...

They hear multiple clicking sounds and look up as the POLICE surround them, guns drawn.

POLICE CHIEF
FREEZE! BOTH OF YOU!

ELECTRO
(under breath)
Not this again...
(putting on a brave front)
All right, cops! One step closer and I'll fry ALL of you! I'll do it! You wanna feel a hundred thousand volts, just TRY me!

While Electro says this, Spidey stands up, looks up and around innocently, and kicks at a fire hydrant behind him. The fireplug is knocked clean off, and a stream of high-pressured water erupts into Electro's back, sending him into a parked car. Electro finds himself unable to move due to the water, and his powers are shorted out.

It finally occurs to one of the officers to look around for Spider-man, but the webslinger has already made his escape.

UPSHOT at the NYC skyline as the officer watches Spider-Man swing off in the distance.

CUT TO

EXT. WATER TOWER - SUNSET

Begin the SHOT with the tower in the distance, then CLOSE IN. We see an odd object attached to it, which upon closer look is a photo camera attached to the ladder railing by a glob of webbing. By this time, the camera is close enough to fill most of the frame, but we see a shadow fall across the tower behind it.

Spidey's glove reaches into view and yanks the camera out of the webbing. The hands then check the camera to see if it's been operating properly.

WIDER VIEW of Spider-Man, apparently satisfied, leaping off of the tower and shooting a webline off into the distance. He swings away, as we PULL OUT further to reveal that the camera had been pointed at the bank's rooftop, where Spidey had fought Electro in the previous sequence. The last rays of sunlight are fading into the horizon.

CUT TO

EXT. DAILY BUGLE - NIGHT

The sun has set. We see a prominent, 40s-style building that has been renovated frequently to keep with the times. Adorning the top are giant letters spelling out "DAILY BUGLE". CLOSE IN on one of the top windows. A gruff voice suddenly barks:

J. JONAH JAMESON
(v.o.)
WHERE'S PARKER?

INT. DAILY BUGLE CITY DESK - NIGHT

The City Desk is bustling with people, as one might expect. The noise level is fairly high, since it's crunch time, close to a deadline. people are shouting at each other to be heard, arguing into phones, and typing at incredible speeds. The atmosphere is hectic.

At the center of it stands the publisher, J. JONAH JAMESON, whose voice we just heard. He's an old, hard-boiled newsman from the forties, a very intimidating figure with a crew cut and a cigar that he keeps in a deathgrip between his teeth. Always ready to rant and curse at full blast, he exists in two settings: 'Hardass' and 'Hardass-er'.

JAMESON 
(con't, to no one in particular)
Spider-Man was sighted dealing with some electricity-wielding freak, and the only photographer I have that can get decent photos of him isn't HERE! Doesn't that slacker KNOW we have deadline to meet?!

Jameson's secretary, an African American woman named GLORI GRANT, waits for an opening in Jameson's spiel.

 GLORI
I'm sure Peter is on his way. He's always delivered the goods to us before.

JAMESON
Yeah, and always at the last possible second! He's been freelancing for us for almost a month...

GLORI
Two weeks, actually...

JAMESON
Right! Two weeks...and not ONCE has that kid brought anything in with time to spare! That was unacceptable in my time! Why, I remember back when--

PETER PARKER 
(o.s.)
Mr. Jameson!

Jameson turns, and we see a teenager fighting his way through the crowd of reporters, holding up a package of pictures. This, of course, is PETER PARKER, a 16-year-old high school student. He's skinny, with brown hair, attire that one might wear in church, and a nerdy but excitable demeanor. A camera bag is slung over one shoulder. He looks like he's fought a long hard battle to acquire the pictures he's taken, which is actually a good description of what he just did.

PETER 
(reaching Jameson)
Mr. Jameson...I got the pics. I filled up the whole roll, just as you asked.

JAMESON
Parker! It's about time! We've got a deadline to meet! My office!

INT. JAMESON'S OFFICE - NIGHT

Peter and Jameson walk into the latter's spartan office, and Jameson sits at his desk. He grabs the envelope.

JAMESON
These better be damn good photos, or I'm takin' it outta your pay! I've got enough to worry about, without you wasting my time!

PETER 
(smiling)
Oh, they are, trust me.

JAMESON
Better than your last ones?

PETER
Absolutely, Mr. Jameson.

JAMESON
(rolling his eyes)
That ain't hard to do...

 

Jameson opens the envelope, pulls out the photos, and begins looking through them.

OVER HIS SHOULDER, we see various shots of the Spidey/Electro rooftop fight, all from the same angle.

JAMESON
(o.s.)
Mmmm....not bad.....boring....They're almost out of the frame. You should try actually following the action, Parker....too blurry...

PETER 
(o.s.)
Uh, that's because they're moving so fast.

JAMESON 
(o.s.)
No excuse.

Jameson finishes and looks up at Peter, who's waiting expectantly for the final verdict.

JAMESON
Not too bad. They'll work. I especially like that one of the aftermath, with the broken fire hydrant on the street, Electro, and the cops.

PETER
(eyes brightening)
Really?

JAMESON
Yeah, I'll run it on Page One along with the clearest Spidey pic.

Peter smiles even wider, but then the other shoe drops.

JAMESON 
(con't)
We'll run it with a big headline:
(frames the imagined headline with his hands)
"SPIDER-MAN FIGHTS ELECTRO, ENDANGERS CITIZENS!"

PETER 
(frowning)
It figures.

JAMESON
He's a menace, Parker. All he's in it for is the fame! First the TV appearances, and when THAT wasn't enough, he tried to be a big-shot crimefighter!

PETER
Uhm...what's wrong with that?

JAMESON
He does all this behind A MASK! He doesn't want anybody to know who he is because he has a lot to hide! Do you really want someone that shady to protect you?

PETER 
(skeptically)
I thought the mask was just for the mystery angle, to keep people guessing.

JAMESON
The only angle he's after is the "bad boy" angle. Everybody nowadays is obsessed with the "edgy" icons. Like you can't be popular anymore without being shady. I mean, just look at the costume! Red and black, with bug eyes, creepy-looking. Like he's trying to scare people!

Peter tries to hold his tongue, though we see that he's visibly wounded by Jameson's appraisal of Spider-Man.

Jameson stuffs the photos back into the envelope, and hands it back to Peter.

JAMESON
Run this over to the Photo department. Make yourself useful, for once.

PETER 
(reluctantly)
Err..right away Mr. Jameson...

JAMESON
Get a move on! We have a paper to put out, here! And shut the door behind you!

Peter leaves.

INT. CITY DESK - NIGHT

Peter closes the door behind him, then leans on it, recovering from another encounter with Jameson.

ROBBIE
(o.s.)
He's making you deliver the photos yourself again, Peter?

Peter turns and smiles at Joe "Robbie" Robertson, a black man around Jameson's age, but much friendlier. He treats his employees like his close friends, and is responsible for much of the office morale. He's also the only Daily Bugle reporter (and probably the only man alive) who can win an argument with Jameson. Peter looks up to him.

ROBBIE 
(shaking his head)
Here, let me handle that. You've done more than your share.

PETER
Thanks, Mr. Robertson.

Peter gives the envelope to Robbie, who gives him a paycheck in return.

ROBBIE
Call me Robbie, I keep telling you. Really, you do good work. Ol' Jameson will never admit it, but he thinks so too. He depends on your Spidey pictures.

PETER 
(shocked)
He does?

ROBBIE
He does. You're one of our best freelancers. Keep up the good work.

Another reporter walks up to Robbie and asks him a question. Robbie smiles and waves Peter on his way.

His spirits renewed, Peter strolls through the chaotic room, greeting familiar faces.

PETER
Hi Ben...hi Phil...hi Fred...Ann...Ned...
(passes a pretty intern)
Hi Betty!

BETTY
Oh...hi Peter.

On his way to the elevator, Peter sees a previous edition of the Daily Bugle newspaper, with a closeup color picture (that Peter himself took) of Spider-Man adorning the front page. The headline reads, "SPIDER-MAN: VILLAIN IN DISGUISE?" Peter frowns and shakes his head.

INT. ELEVATOR

Peter enters the elevator, hands in his pockets. His cheery move has been shelved by the newspaper headline. He leans against the wall, and stares up at the ceiling, rubbing his eyes. We then hear a VOICEOVER by Peter, displaying his thoughts. SLOWLY CLOSE IN on Peter's face.

PETER 
(v.o.)
Jameson thinks I'm, or rather Spider-Man is, a shallow showboater. Only in it for the glory. That used to be true, but not anymore. He thinks the mask is hiding some dark secret. He's right on that account. My mask hides a tragic mistake...

DISSOLVE TO

EXT. MIDTOWN HIGH SCHOOL - DAY

We see what's basically an average New York high school. CLOSE IN on it, while a TITLE CAPTION is displayed across the bottom of the screen:

TITLE CAPTION
ONE MONTH AGO...

INT. MIDTOWN HIGH HALLWAY -DAY

Classes have let out for the day. Students swarm the halls, and the scene is reminiscient of the Daily Bugle City Desk we just witnessed. CLOSE IN on Peter, who's at his locker, stuffing books into his backpack. He's wearing glasses, though. He's talking to a friend on his left, HARRY OSBORN. Harry's a troubled rich kid with a dysfunctional home life, which he tries to hide by being a smartass and sci-fi fanboy. He's well-dressed, except for an expensive "Star Trek" jacket.

HARRY
Are you as glad as I am that it's Friday?

PETER
At this point, do you even have to ask?

HARRY
Good point. My old man's going to be stuck in the office the whole weekend, which means I'll have the house to myself. You and MJ should keep me company.

PETER
Your father doesn't spend much time with you, does he?

HARRY
Nope. I like it that way, actually. Every time I see him, he makes me wish I didn't.

PETER 
(nodding)
I don't blame you, Harry. I've seen what he's like. Sure, it sounds like fun. I'll come if MJ will.

A red-haired girl walks up to them, smiling. She is a serious fox. Why she hangs around geeks like Peter and Harry aren't readily obvious, but the other girls pass by her and sneer with the same contempt they show the two guys. Apparently, Peter, Harry, and she are memebers of a three-person social clique. By the way, she's MARY JANE WATSON, or "MJ" for short.

MJ
Hey guys! If I will what?

PETER 
(smiling)
Hi MJ! We were just talking about spending the weekend at Harry's place.

MJ
Cool! Count me in. I'm always up for a dip in the pool.

Peter studies MJ briefly, as if picturing her in a swimsuit. It's obvious he's atrracted to her (any guy with a brain in his head is, actually). He looks away when she glances at him.

FLASH 
(o.s.)
Well, if that's what you want, honey, you can take a dip in mine!

Peter, Harry, and MJ turn and glare at the school's resident jock/bully, EUGENE "FLASH" THOMPSON. He's accompanied by his fellow football players, who, like Flash, are dressed in varsity jackets. Peter and his friends have nothing but disgust for him.

MJ
You wish, Eugene. I wouldn't be caught dead in your pool. Well, actually I would. If I ever got near it, I'd be tempted to drown myself from the embarrassment. So I'll have to pass, thanks.

FLASH 
(as his buddies chuckle)
Didn't I TELL you not to call me that? It's Flash, not Eugene.

MJ
Whatever...

FLASH 
(patting his chest arrogantly)
Oh come on, you know you still want this.

MJ
If I did, I wouldn't have dumped you, would I? I don't WANT some controlling, brainless jock.

It's clear Flash is less than amused by this conversation, even though everyone else is enjoying it immensely.

FLASH 
(about to turn away)
Yeah, just keep telling yourself that, bitch.

MJ and her friends glare at Flash, dangerously.

PETER
You might want to take that back, Thompson.

FLASH 
(to Peter)
Oh yeah, look who it is, Pussy Parker!

The hallway erupts in snickers and laughter. Well, Peter, MJ, and Harry don't laugh.

FLASH 
(con't)
I've been meaning to ask you about what you said in Chem.

PETER
I said a lot in Chem, Flash. Be specific.

FLASH
I meant that crack about me having "HCL on the brain". What the fuck does that mean?

PETER
It might take me a while to explain it to you, but I'll just say that you're proving me right.

Flash knows an insult when he hears one, and he shoves Peter into the locker, grabbing Peter's shirt.

FLASH 
(pissed)
Say that again! C'mon, say it!

MJ 
(clutching his shoulder, trying to pry him off Peter)
Leave him alone!

Flash shrugs off MJ's grip, then lets go of Peter and steps back.

FLASH
All right, all right, I'm cool...
(smoothes out Peter's shirt)
See? No problem.

Flash moves in close to Peter's face.

FLASH
But you should watch what you say around me. You know what happens when you piss me off.

FLASH walks to his locker, and Peter stares after him, furious.

MJ
Are you all right, Peter?

PETER 
(gathering his stuff)
Oh yeah, I'm just peachy. Spiffy, even.

HARRY
C'mon, let's get outta here.

The three of them head toward the main doors, collectively having a bad day.

Flash, crouching at his gym bag, watches them walk, then removes his lucky football from his bag. CLOSE IN on the football.

HARRY
So what movies should we rent? How about that Wesley Snipes movie?

PETER
Hmm...nah. I've had enough violence for one--

Peter is hit in the back of the head with Flash's football. He falls to his knees, and his glasses fall off.

MJ and Harry react in horror.

Everyone else bursts out laughing, especially Flash Thompson, who high-fives a friend.

FLASH
YES! TOUCHDOWN!

Peter rubs the back of his head, tears stinging his eyes. He accidentally breaks his glasses under his knee. He picks them up and inspects them. One of the lenses is cracked, and the frames are bent.

FLASH 
(o.s.)
What'samatter, Parker? Windshield damaged? Y'know, you should take care of your glasses better than that!

Peter turns and glares daggers at Flash. The look on his face is one of pure rage. He looks like he's about to kick Flash's ass, never mind that the latter has a hundred pounds on him.

The hallway falls dead silent. They've never seen Peter like this. Any thoughts of leaving the campus and getting the weekend started are forgotten. Even Flash is unnerved.

Finally, Peter, puts his glasses on, grabs his backpack, slings it over his shoulder, and walks out the door without a sound.

Harry and MJ follow, and activities resume in the hallway.

EXT. MIDTOWN HIGH LAWN - DAY

Peter heads for the parking lot, trying to get his anger back under control. MJ and Harry catch up with him.

MJ
Peter? Peter, wait up!

HARRY
Man, what got INTO you?

PETER
I don't want to talk about it.

MJ
Forget Flash! He's just an asshole. he's not worth your time.

PETER
Got it.

MJ
C'mon, Peter, my aunt's here. I'll give you a ride home.

PETER 
(icily)
No thanks. I'll walk.

Peter hangs an abrupt left and heads down the sidewalk, still pissed. MJ gazes after him, worried.

MJ 
(whispering)
Dammit, Peter...

CUT TO

EXT. OSCORP - DAY

CLOSE IN on a very industrial building, a Research & Development firm where all kinds of products are manufactured, and concepts are created. Oscorp's main innovations are of a chemical and mechanical nature.

INT. OSCORP OFFICE -DAY

PAN ACROSS a large industrial facility, that looks like a cross between an R&D laboratory and a factory.  It's filled with computers, research equipment, test tubes full of various chemicals, and three men.  

One is NORMAN OSBORN, an angry-looking forty-something businessman, with brown slicked-back hair. 
Next to him is MENDEL STROMM, Osborn's business partner, with grey hair and glasses.  
The third one is OTTO OCTAVIUS, an intense-looking scientist around Osborn's age or older, who's balding rapidly, and looks like he spends entirely too much time in the lab.  Osborn watches with folded arms as Octavius gives a detailed progress report. 

OSBORN
I'm running out of patience, Octavius.  You promised me the formula would be ready by now, yet now you tell me that it's only 85% complete?

OCTAVIUS
Creating a formula for a biogenic weapon is not easy, Mr. Osborn.  It's quite unstable at this point, which means that unless I strike the perfect balance, we won't have a chemical weapon.  We'll have a bomb.

OSBORN
I suggest you find that balance soon.  My potential buyers are getting restless, and they won't hold out for much longer.  If i lose this contract, I will be QUITE unhappy.

Octavius fastens an odd HARNESS CONTRAPTION to his body.  The harness looks like a large steel girlde with four long metal snakelike appendages emerging from it.  At the end of each appendage are three grasping fingerlike digits.

OCTAVIUS
One cannot rush science, Osborn, especially not something as meticulous as this.  The forula is currently so volatile that it must be handled by these appendages of my own devising, instead of imprecise human hands.  If I am rushed, if I make even the SLIGHTEST mistake...all the process will be lost.

OSBORN
You have two days to finish the project, Octavius, or your employment will be terminated.  Is that clear?

OCTAVIUS
(through gritted teeth)
Perfectly, sir.

Osborn and Stromm walk toward the exit, leaving Octavius to mutter under his breath.

OCTAVIUS
"Yes, Mr. Osborn...right away, Mr. Osborn..."
He thinks I'm expendable and replaceable.

PAN ACROSS the length of one of the appendages, until we reach the fingers, which clench into a makeshift fist with an audible CLANK.

OCTAVIUS
(o.s., casually)
We'll see about that.

INT. OSCORP HALLWAY - DAY

Osborn and Stromm walk down the hallway, discussing Octavius.

STROMM
I don't trust him.

OSBORN
Neither do I, Stromm, which is why I'm keeping a close eye on him.

STROMM
It's my original formula in the first place; he's completely altering it.

OSBORN
That's what I'm paying him to do.  We need that biogen weapon working.

STROMM
What about the other formula?

OSBORN
The Goblin Formula?  We--

HARRY 
(o.s.)
Dad! Wait up!

Osborn turns as his son Harry runs to him. Norman doesn't look happy to see Harry.  Stromm walks off.

OSBORN
What is it, Harry? I'm quite busy!

HARRY 
(nervously)
Err...I was just wondering...if it'd be okay that..well, since you're going to spend basically the whole weekend here--

OSBORN
 (impatiently)
Yes?

HARRY
Well, I was wondering if Peter and Mary Jane could stay over at the house for the weekend.

OSBORN
No.

HARRY
But--

OSBORN
We've been through this, Harry. I don't want you associating with those two. That Parker boy is a loser, and Mary Jane...well...I can't stand either of them!

HARRY
You've...you've never even given them a chance!

OSBORN
Don't TALK back to me, son! You'll be much stronger if you learn to stand on your OWN, instead of relying to loser friends.

HARRY
That's just IT! I'm ALWAYS alone! You never spend ANY time with me, and when you do, it's to berate me for not living up to your expectations!

OSBORN
What do you want me to do? Take you fishing or something?
(beat)
I'll eventually hand this company over to you one day, but as it stands you're not strong enough to handle it. I won't have Oscorp run by some...some...
(appraises Harry with undisguised contempt)
...some weakling. Now if that's all, I have work to do.

Osborn turns down another hallway, leaving his son standing there, completely alone.

HARRY
Well...thanks for understanding, Dad.

CUT TO

EXT. PARKER HOUSEHOLD - DAY

Peter Parker finally trudges his way onto the front lawn of his suburban home. He looks even worse than when we last saw him, but long frustrated walks tend to do that to him. He's still rubbing the knot on the back of his head.

INT. PARKER HOUSEHOLD - DAY

Peter enters the living room, completely frazzled.

PETER
Uncle Ben, Aunt May, I'm home...

BEN PARKER, an old man, in his fifties, looks up from his crossword puzzle. His wife, MAY PARKER, walks out of the kitchen. The two are a kind couple, and the only parental figures Peter knows. A cartoon show plays in the background.

AUNT MAY
Peter...you're usually home by now. What hap--
(sees what condition Peter's in)
Oh my...you must have had a bad day...

PETER
The worst...this week, anyway.

UNCLE BEN 
(getting up and taking a closer look)
Roughed up again, I see. Let me guess, that Thompson boy again?

PETER
As usual.

BEN
Tsk...a shame that is.
(patting Peter affectionately on the shoulder)
Kids can definitely cruel. They always were, even back when I was in school.

MAY 
(motherly)
Don't worry, dear, just sit down, and I'll fix you a hot meal.
(walking into the kitchen)
Really...all those people picking on Peter...if we could afford home school, we would.

Would a a grilled-cheese sandwich be fine?

BEN 
(examining the back of Peter's head)
Hmm...nasty bump you got there. You okay?

PETER 
(not in the mood for either)
I'm fine, really. I just want to go up to my room. I'm not hungry.

Peter heads up the stairs.

BEN
Peter....

MAY
*sigh...* I don't envy him one bit, you know. His life is much harder than ours was at that age. He's such a smart boy, but sensitive. It's almost criminal that he has to go through so much just to get an education.

BEN
Well, the last laugh will be his. Peter's on his way to becoming a scientist, while that Thompson brat'll be flipping burgers.

Ben picks up a picture of three happy people: a three-year-old Peter, and his parents, RICHARD AND MARY PARKER.

BEN
I wish his parents could see what he's become. Too bad Richard and Mary died in that plane crash before Peter ever got a chance to know him. They left us with the job of raising him. I can't think of a heavier responsibility. I hope we haven't failed them...or Peter.

May walks to him and hugs him, while we PAN OUT to see that Peter is eavesdropping from the stairs. He heads up to his room.

INT. PETER'S ROOM - DAY

Peter's room says a lot about him: all kinds of toys, books, and models...most of them having to do with science. A computer sits proudly on his messy desk, with a screen saver displaying an animated CGI image of a DNA molecule. The computer is a birthday gift from Harry. Also of note: his walls are covered with posters of Einstein and Edison...and bikini-clad supermodels. We also see lots of camera equipment, since photography is a hobby of his when his nose isn't buried in books.

Peter sets his backpack on a chair, then lays down on the bed, staring at the ceiling.

His phone rings, startling him. He grabs it off of his night stand.

PETER  
Hello?

MJ
 (v.o.)
Peter?

PETER
Mary Jane...hi!

INT. MARY JANE'S ROOM - DAY

We see Mary Jane sitting at her desk, holding the phone in her hand as she talks to Peter.

MJ
You're finally home, I see. How's the noggin?

PETER 
(v.o.)
Still there, but twice its normal size.
(beat)
Listen...I'm sorry for giving you the cold shoulder earlier--

MJ
No, that's okay, you were pissed off. You had every
right to be. If MY head had gotten hit by a football, I wouldn't be very good company either.

INT. PETER'S ROOM

Peter holds his damaged glasses between his fingers, studying them, while talking to MJ.

PETER
Yeah, well, I'll make sure my brusied ego -physically
and conceptually- doesn't ruin our fun at Harry's house. 'Course, I forgot to tell Uncle Ben and Aunt May about it...

MJ 
(v.o.)
You mean Harry didn't call you yet?

PETER
Uhm...no...not to my knowledge. I would've heard about it...why?

MJ 
(v.o.)
He called me and said that the weekend thing has been cancelled due to his dad throwing a fit.

PETER
Hunh. It figures.

INT. MJ'S ROOM

MJ studies her nails.

MJ
Yep, guess that means our weekend plans are shot. You could come over to my house tomorrow.

INT. PETER'S ROOM

Peter bolts upright.

PETER
Yeah! That would be cool!

MJ 
(v.o., teasingly)
Yeah, I'll bet. I certainly didn't have to tell YOU
twice, did I?

PETER
I'm...uh...just enthusiastic about hanging out with a friend, that's all.

INT. MJ'S ROOM

MJ looks somewhat disappointed, as if she were expecting someone else.

MJ
Oh, okay. Got it.
(grins)
So anyway, I--uh, hold on, Peter, I've got a call on another line. Be right back.
(clicks over the phone)

INT. PETER'S ROOM

Peter rolls his eyes and waits for MJ to finish with the other caller. He hears a knock at his door.

BEN 
(v.o.)
Peter? It's me.

PETER
Come in.

Ben enters, looking around at Peter's room, then at Peter. He's carrying a newspaper.

BEN
Feeling better?

PETER
Yeah, my head still hurts, but other than that...

BEN 
(holding up the newspaper)
Just thought you might like to see this.

PETER 
(taking the newspaper)
"Genetics Expo"? At the university?!

BEN
Yeah, it's tomorrow from noon to five.

PETER
Tomorrow...? But I was wanting to go over to MJ'S...but I guess I can go after the expo.

BEN
It's your call. I just figured it's something you might be interested in.

PETER
It is...I'm surprised I hadn't heard about it already.

INT. MJ'S ROOM

MJ
Okay, I back; it was a relative.
(pause)
Peter, you there?

INT. PETER'S ROOM

Ben and Peter are both sitting on his bed, when Peter hears MJ's muffled voice on the phone.

PETER
Oh, sorry. Got sidetracked. Guess what I found out?

CUT TO

EXT. OSCORP - NIGHT

The complex is mostly deserted at this time of night, except for...

INT. OSCORP LAB - NIGHT

Begin with a CLOSEUP of a clock that reveals the time : 10:30. PAN from the clock, across the mostly-dark room, past the heavy machinery, to OCTAVIUS, and CLOSE IN.  He is still wearing the mechanical appendage harness we saw earlier, and he types information into a computer.

Two of his appendages hold containers filled with different-colored liquid.  The liquids are poured into a larger container.

Octavius contentrates intensely, intent on ensuring the appendages do their job, and that there are no mistakes.

WIDE SHOT of the room, the only light source directly over Octavius' workstation.  The rest of the room is in shadows.

The door silently opens, and a gloved hand tossed a metal cylinder into the room.  A cloud of gas hisses from it.

Octavius, having finished pouring the chemicals, hears the slight clanging and turns around.  He coughs.

Three gas-masked MERCENARIES burst into the room, rifles at the ready.

MERCENARY #1
FREEZE!

Octavius, doubled over coughing from the gas, has no choice but to comply.

The mercenaries quickly secure the area, and the leader speaks into a walkie-talkie.

MERCENARY #1
Area is secured.  We have acquired the formula.

Octavius looks up as one of the mercenaries holds a gun near Octavius' head.

The leader reaches for the formula container.  He doesn't notice the tentacle-like appendage until it grabs his gas mask off and rips it off of him, leaving the man to choke on the gas.

The other mercenaries react to this, giving Octavius the opportunity to push the one hold the gun into a shelf of chemicals, and sends another appendage into the remaining mercenary's face.  He then puts on the gas mask he acquired from the leader.

The leader, still coughing from the gas, raises his gun to fire at Octavius, but the latter punches an appendage into his stomach, sending him into a wall.  The gun goes off anyway.

The gunfire misses Octavius, but hits a tank of chemicals behind him.  Octavius glances around him in time to see the tank explode.

EXT. OSCORP - NIGHT

The explosion rips through the side of the building and echoes across the rest of the complex.  Sirens go off, further plunging the scene into chaos.

INT. OSCORP LAB - NIGHT

The room is ablaze, with burning debris everywhere.  The sprinkler system cuts on, spraying the room flame-retardant foam.

We see a sprawled, unconscious form lying atop rubble that used to be a laboratory.  We recognize the figure to be Ocyavius, his burning lab coat being put out by the foam.

CLOSE IN on his fingers, which begin to twitch.  PAN RIGHT to a damaged appendage, wiring exposed.  

Its fingers also twitch.

CUT TO

EXT. EMPIRE STATE UNIVERSITY - DAY

It's around noon as we survey the stately university. The parking lot is packed, as people make their way into the building to attend the Genetics Expo. Among them are Peter Parker and Uncle Ben.

INT. UNIVERSITY GENETICS LAB - DAY

The room is huge, with all kinds of state of the art equipment. CLOSE IN on DOCTOR CURT CONNORS (mid-forties, brown hair, right arm missing) giving a seminar on recombinant DNA and gene therapy.

CONNORS
Now if you look over here, you'll see that an
experiment is underway...

Peter, Ben and the rest of the group see through a thick glass window an experiment being conducted using the lab animals we saw in the last scene. TV monitors are set up so that the crowd can get a closer look at what's going on.

CONNORS 
(con't)
...using synthesized transfer-RNA to recode the
genome of the spiders...

TIGHT CLOSEUP of the screen which shows images of bio-isolation flasks containing spiders.

CONNORS 
(o.s.)
...transferring genetic information from one species
of spider to another.

Ben looks questioningly at Peter.

BEN 
(whispering good-naturedly)
Ooookay...he lost me. What's all that in English?

PETER
He means he's taking some genes from one kind of spider,
giving them to another kind, and seeing what happens.

BEN
And the spiders don't mind? I certainly wouldn't want
somebody putting someone else's genes in me.

PETER
 (struggling to keep a straight face)
Who knows? It might not me so bad. Somebody could
put Brad Pitt's genes in you.

BEN
Nah, his waist is too small. His jeans wouldn't fit.
 

Peter and other bystanders chuckle at Ben's humor, while Connors clears his throat.

CONNORS
If I may continue....if you look at the monitors, you
can see the ten mutagenically activated spiders on the left, and ten control flies on the right. Now then, we--

PETER
Uhm, Doctor Connors...I hate to interrupt, but I only
count NINE spiders on the left.

Ben nudges Peter with his elbow; Peter shrugs.

CONNORS
Really? I'm quite sure there were ten. One...two...

PAN UP to a far corner of the room, by an air vent.

SLOWLY CLOSE IN on a spider web, where a housefly is hopelessly entangled. The missing spider, with a red body and black legs, moves into the frame. It prepares to dine on the fly...

BACK TO the group. Peter remembers that he's holding his camera.

PETER  
Dr. Connors, would it be all right if I, y'know, took
some pictures? This is interesting stuff.

CONNORS
Go ahead. But please...try not to blind us.

Peter snaps a few pictures of the experiment through the window, the scientists on the other side looking up quizzically, then smiling.  

He then decides to move out of the group in order to get as much of the lab in the shot as possible, and leans against a far wall. He meticulously lines up his shot, taking his time.

DOWNSHOT of Peter, from a vantage point near the ceiling. The view is somewhat unsteady, as if the POV were moving.

TIGHT CLOSEUP of the spiderweb. The fly is still alive, though the spider had been dining on it anyway. The frantic fly manages to wrench itself free of the webbing, and drops through it to the floor. The spider follows it by creating a webline for itself and lowering itself to its rude prey.

Peter snaps a picture, then prepares another shot. It seems he's quite particular about the quality of the shot.

The spider drops onto his hand, its legs tickling the hairs.

Peter looks at his hand, and studies the spider curiously.

PETER 
(to the spider)
Hey, cool! Hold that pose. I want to get a picture
of you.

Peter then yelps in pain as the spider bites him. He jerks his hand in reflex, slinging the offending creature away. He rubs his hand.

PETER
Ow...that hurt! See if YOU ever make it onto the
cover of Arachnid Weekly!

He looks at the bite marks. Nothing wrong so far. He shrugs and walks back to Uncle Ben and the others.

CUT TO

INT. UNCLE BEN'S CAR -DAY

Ben drives Peter back toward home, chatting to him about the expo.

BEN
So all this genetic engineering...it's supposed to be
a good thing, right?

PETER
Oh, sure. Used properly, it can be useful in curing
diseases and other ailments, and help organ transplants go smoother.

BEN

And...if used improperly?

PETER
Hm....well, I suppose there's a lot of potential for
that to be mishandled, even used malevolently.

BEN
If you're going to get into this career, Peter, make
sure you know where to draw the line. Discovering the secrets of the body...what makes us what we are...is a very powerful thing. I've told you time and again, that with great power...

PETER
...comes great responsibility, I know.

Peter absent-mindedly starts scratching the top of his hand, where it was bitten. CLOSE IN on it, where we see two marks on it, now red and slightly swollen...

CUT TO

INT. PARKER HOUSEHOLD - DAY

Peter eats lunch with Ben and Aunt May, consisting of sandwiches and sun chips.

MAY
So how was the show, boys?

PETER 
(gushing)
The expo? It was fascinating. All the advances
being made in genetics...all the potential...it's just...amazing! We even got to see an experiment being conducted! I got some great pictures of it!

BEN 
(nodding)
It was all over my head, but I'm glad Peter enjoyed
it.

Ben moves his lips, saying something else, but Peter suddenly can't hear it. May also says something which Peter misses, as do we.

PETER
Excuse me?

MAY
I said you seemed troubled by something. Are you all right?

PETER
Uh, yeah...fine...

Peter glances down at the welts on his hand, and slips his hand into his sleeve. He doesn't want Aunt May, perpetually prone to worrying, fussing over it.

Ben catches the motion, and looks at Peter oddly.

BEN
You sure you're okay?

Peter finishes his sandwich.

PETER
Uh, yeah, sure.  Nothing wrong.
(gets up)
Uhm, I have to get ready to go over to Mary Jane's.

MAY 
(smiling)
So..you two have a thing going?

PETER
What..? No! We're just...hanging out.

BEN
Cut the boy some slack, May. He's just staying
friends with her for now. When he wants to make a move, he will. It's the most tried-and-true method in the book.
(puts an affectionate hand on May's shoulder)
It worked for me, after all.

May blushes. Peter is embarrassed by the conversation.

PETER
Right....I'll be upstairs.

Peter runs upstairs, while Ben and May smile at each other like teenagers.

INT. PETER'S ROOM - DAY

Peter enters his room, shaking his head in bewilderment.

PETER
Ah, those two...they grow up so fast.

Peter puts down his camera bag and goes to his closet to pick out another shirt. No harm in looking good for MJ.

As Peter grabs one of his shirts, he looks at his hand. The welts have a blue tinge to them, for some odd reason.

PETER
What on Earth...how could a jumping spider leave that
kind of a mark?

His hand starts trembling, causing him to drop the shirt. His arm follows suit, and Peter finds himself staggering backward toward the bed. We hear his heart beating rapidy.

PETER
Wh...what's happening...?

Peter falls backward onto his bed and loses consciousness.

FADE TO BLACK

We still hear Peter's heart beating, and his fevered breathing.

BLACK SCREEN SLOWLY TURNS RED. FAINT WEB DESIGNS FADE IN AND DANCE ACROSS THE SCREEN, ACROSS PETER'S MIND'S EYE.

Behind the web designs, we see dark, polygonal shapes getting closer. The POV seems to bounce from one to another, picking up speed, as does the heartbeat and breathing.

Oddly, we also hear wind howling, as the heartbeat, breathing, and staccato images reach a fevered climax...

CUT IN

TIGHT CLOSEUP of Peter, as he wakes up in a cold sweat, catching his breath.

PETER
Hunnhhhh...hhhuuuunnnnhhh......oh my god....what
happened...I...hhh....
(looks around, puzzled)
...where am I?

PULL OUT to reveal Peter's whereabouts:

EXT. RADIO TOWER - NIGHT

Peter is perched atop a TV station radio tower, in the middle of the night!

He looks across the skyline, gazing the glittering lights and towering structures. The wind howls slightly, explaining the sound in Peter's dream sequence.

PETER
Whooooaa......

He looks below him at the traffic on the busy street.  He's somewhere near Times Square, apparently.

PETER
How the hell did I get here?

INT. PARKER HOUSEHOLD LIVING ROOM

Aunt May talks on the phone, Uncle Ben at her side. A worried look hangs on both of their faces.

MAY
...and when I checked to see why he hadn't left for
your house, I found him gone, with the window open.

MJ 
(v.o.)
Gone? But...why?

MAY
I wish I knew, Mary Jane. Peter seemed to have been
behaving strangely when he got back from the science thing. I'm so worried about him.

Ben holds his wife consolingly.

INT. MJ'S ROOM - NIGHT

MJ paces back and forth in her room, as worried as Ben and May.

MJ
Well...if you hear anything else...give me a call.

MAY 
(v.o.)
I will, Mary Jane. I promise. Take care.

MJ hangs up the phone, and leans her head against the door.

MJ
Peter...

CUT TO

EXT. MANHATTAN STREET - NIGHT

Peter exits the TV studio entrance, having taken the stairs from the roof. He's still completely baffled as to how he got there.

PETER 
(to himself)
I can't believe it's after dark! It was the
afternoon when I passed out! Maybe I should hail a cab.
(searches his pockets, coming up vastly short)
Forget that idea...

Peter sees a pay phone across the street and walks over to it since traffic has paused due to a red light.

He suddenly stops in the middle of the street, clutching his head in pain. The same mysterious STROBING EFFECT we saw happen to Spider-Man's head when he fought Electro, now appears on Peter's head, warping his surroundings. He looks to his right in confusion, sensing something.

PETER'S POV:

A teen driving a pizza delivery car runs the red light, speeding toward Peter without seeing him.

SPLIT SCREEN: PETER AND TEEN'S REACTIONS

PETER AND TEEN 
(simultaneously)
SHIT!!

Peter leaps as the driver slams on his brakes, the car skidding. The shot is so chaotic that it's hard to tell what's going on.

Silence. TIGHT CLOSEUP of Peter, catching his breath.

PETER
Man...that was close...

PULL OUT. Peter is clinging to the sheer surface of a building wall, with only his hands and feet.

PETER
AAAAHHHHHHHHHHH!!!!!

 

UPSHOT at building from street level, as a few bystanders look up at the strange figure clinging to the building. They point and whisper in astonishment. It's difficult to make out what the figure looks like from this distance, though.

Peter sees the people staring and, almost without realizing it, scales the wall until he reaches the roof.

EXT. ROOFTOP - NIGHT

Peter scrambles onto the rooftop, even more baffled than ever about what's going on.

PETER 
(to himself)
This..this is insane! Passing out, waking up on a
radio tower, a blaring alarm going off in my head, jumping a couple dozen feet, and skittering up a wall like a....a...spider?

Peter sits in the shadows and looks at the bite marks on his hands. They're not infected anymore, but still there. They seem to have healed slightly, though.

PETER 
(whispering)
The spider
from the lab....could it be?
(ponders this)
It didn't
look like a normal spider...probably one of the
animals being tested on genetically.

Peter tries to remember Connor's exact words.

PETER 
(con't)
"Synthesized transfer-RNA"..."transferring genetic
information from one species to another"...oh my god....the spider's bite must've transferred the information to me!
(beat)
It would make sense...it had just been "mutagenically altered"...so its DNA structure must not have stabilized yet when it bit me. This is freaky.

Peter rubs his eyes.

PETER
Wait a sec...I can
see perfectly! I'm usually so nearsighted I'm almost blind without my glasses! Is it possible the DNA restructuring corrected my vision?

Peter stands up and looks out at the New York cityscape. It's a dazzling sight, especially to Peter's new eyes.

DOWNSHOT at an amazed Peter.

PETER
Wow...guess so.... 

Peter looks out at the buildings nearest to him, the rooftops and heights seeming so inviting.

Then he looks down, and remembers how high up he is. He recoils a bit, then realizes it doesn't bother him that much.

Peter backs up to the other end of the roof, lowers his stance, and takes off running across the roof. He times his pace to hop onto the ledge, and LEAPS spectacularly off the building, yelling all the way.

His feet bang onto another rooftop, and Peter crouches to absorb the impact of the landing. His stance is quite spiderlike.

Peter looks up and around, grinning. This kicks ass!

Once more unto the breach, getting a running start to leap across the chasm between structures. This jump is more ostentatious, now that Peter is having fun. He lands on the building's wall, adhering to its vertical surface. A look of sheer exhilaration paints Peter's face.

MONTAGE of Peter jumping from building to building, getting more confident with his physical abilities. This is the first time he's been good at anything physical, and he's playing it for all he's worth.

EXT. ROOFTOP OUTSIDE OSCORP - NIGHT

Peter takes five on another rooftop, catching his breath.

PETER
(massaging his muscles)
Man...what a workout...probably the only one I've ever enjoyed.  I'm gonna be sore tomorrow.

He looks out at the cityscape, and his gaze lands on something intriguing.

POV: PETER

We see the Oscorp complex, including the damaged lab building.  Repair workers swarm the place, trying to fix the damage.

    PETER
(o.s.)
Wow...looks like one of their experiments didn't go exactly as planned.

INT. DAMAGED OSCORP LAB - NIGHT

The room looks better than it did last night, but is still a long way from spotless.  PAN ACROSS WORKERS hauling off melted and decimated mechinery, to two men walking in the center of the room, inspecting the damages.  They are, of course, Norman Osborn and Mendel Stromm.

OSBORN
These repairs are taking too long.

STROMM
Can't be helped, Norman.  Those mercenaries damaged this place to a remarkable extent.

OSBORN
A remarkable extend exceeding two million dollars.  I'd like to get my hands around the neck of whomever's behind this.

STROMM
I for one am amazed that anyone survived this.  Well, Octavius is in intensive care, but he shows signs of recovery.  The doctors can't figure out how to remove his harness, though.

OSBORN
That reminds me...I'll have to have a pay Octavius a visit, to see how he's doing.

Stromm casts a sidelong glance at Osborn, wondering what his ulterior motive is.  

Osborn walks to the giant hole in the wall and looks out of it toward the city.  Something catches his eye.

POV: OSBORN

A tiny figure watches him from a nearby rooftop.  All that can be made out is a silhouette.  The figure sees that he's been spotted, and makes his way across the roof, leaping a far distance to the next building.

INT. DAMAGED OSCORP LAB - NIGHT

CLOSE IN on an amazed Norman Osborn.

OSBORN
Mendel...?

STROMM
(walking into view)
What is it?

OSBORN
Get me the surveillance records...

CUT TO

EXT. ARENA ROOFTOP - NIGHT

Peter reaches another rooftop.

He hears the sound of a roaring crowd coming from inside. Curious, he walks over to the skylight and peeks inside.

POV: PETER

We see a wrestling arena, surrounded by spectators, and two large guys grappling on the mat. The bigger WRESTLER makes short work of his opponent, and pins him. The REFEREE slaps the mat three times, and declares the wrestler the winner. The crowd erupts in cheers and boos.

WRESTLER
NOBODY'S
STRONGER THAN ME!

EXT. ARENA ROOFTOP - NIGHT

Peter smirks distastefully and looks away, hating wrestling.

PETER
Hunh. Muscle-bound
lackwit...

WRESTLER 
(o.s.)
I challenge ANYONE to come
up here and wrestle me! Whoever can do it, I'll pay FIVE HUNDRED BUCKS out of my own pocket!!

PETER
(hearing this and turning back)
Huh?

 

INT. ARENA - NIGHT

The Wrestler continues on his tirade. His manager tries to calm him down.

MANAGER
Crusher, what
are you doing? Are you nuts?

CRUSHER
No! I wanna
fuckin' CHALLENGE! Alla these guys're wimps!

EXT. ARENA ROOFTOP - NIGHT

Peter ponders the thought of all that money.

PETER
I bet I could do it...If my muscles
are strong enough that I can leap as far as I do...then I'm betting I'm now MUCH stronger than that guy. Of course, if he gets his hands on me, I'm dead, but it shouldn't be a problem.
Besides, I'd like to
see that guy taken down a peg or two...

INT. ARENA HALLWAY - NIGHT

Concession stands, merchandise kiosks, and other assorted vendors line the hallway, and the place is crowded with wrestling fans.

CLOSE IN on one vender, who sells a wide assortment of wrestling

masks. A KID buys a mask with a red spider on it, to show to his siblings. His mom grabs his arm and leads him outside to the parking lot.

EXT. ARENA PARKING LOT - NIGHT

As the mother and her offspring walk to their car, the kid puts on the mask. The mother promptly yanks the mask off, scolds him, and tosses the mask away. The mask lands in the bushes. The kid tries to reason with his mom as they continue walking.

PAN OVER to the mask and CLOSE IN. We see a shadow on the wall.

PAN UP to Peter, who looks at the mask, getting an idea.

INT. ARENA - NIGHT

There is no shortage of guys lining up to beat Crusher and win the cash. Crusher looks impressed with exactly none of them.

PETER 
(o.s.)
Hey, Handsome! Wanna REAL challenge?

Crusher turns around and looks in amazement as a skinny guy wearing street clothes and a black spider mask sits crouched at the center of the wrestling ring. Yep, it's Peter.

CRUSHER
Who the hell are you?

PETER
The guy who's
going to win the five hundred dollars you mentioned.

CRUSHER 
(scoffs)
Hunh. Yeah right. You're just a
little toothpick. Don't waste my time.

PETER
You don't
think I can do it?

CRUSHER
Hell no! Can somebody call
security on this kid?

PETER
Let me get this straight:
you challenge ANYONE to fight you, but you turn down those who want to take you up on your offer?

CRUSHER 
(walking back to the ring)
All right...if you want
your ass kicked...that's fine. But don't say I didn't warn ya.

Crusher steps into the ring and faces the masked man. Both crouch in low stances, and dare each other to make the first move. The match begins.

Crusher lunges forward, attempting to grab Peter with his massive arms. Peter's spider-sense goes off in plenty of time, and he leapfrogs over Crusher's head. Off-balance, Crusher hits the mat face-first. 

Peter twists around in midair and lands on his feet, facing Crusher, who's getting up and shaking his head.

Crusher tries to grab Peter again, but finds that he can't seem to lift his opponent off the mat.

TIGHT CLOSEUP of Peter's feet, as they stay planted. Crusher keeps pulling, and almost gives himself a hernia.

Peter finally lets go with his feet, and Crusher falls backward onto the mat. Peter pins Crusher's shoulders, but before the ref has a chance to get to the third count, Crusher roars and rolls Peter so that he's pinned instead of Crusher.

The ref pounds the mat once. Twice.

Peter pushes Crusher off of him with his feet. Crusher flies upward, and Peter springs to his feet. Peter catches Crusher easily, as if his opponent were weightless. Peter slams Crusher on the mat, HARD.

Crusher is too dazed to move as the ref counts to three. The bell rings the end of the match.

Dead silence from the crowd. Nobody can quite believe this. A toothpick just defeated Crusher!

The ref hesitantly raises Peter's hand in victory.

REF
And...uh, the
winner of the five-hundred-dollar grand prize...is...
(whispers to Peter)
What's your name?

PETER
Uhhh....

A FANBOY in the audience, impressed by Peter, starts chanting a nickname he just thought up:

FANBOY
Spider-Man! Spider-Man! Spider-Man!

His friends join in, as do more and more people in the audience.

Finally, everyone is shouting:  

AUDIENCE
SPIDER-MAN! SPIDER-MAN! SPIDER-MAN!

Peter touches the red spider on his mask. Spider-Man. He likes the sound of that.

Energized by the cheering crowd, the first one that's ever been for him, Peter does a few showboating backflips and somersaults. A star is born!

INT. ARENA HALLWAY - NIGHT

Peter, still in the mask strides past the vendors, counting his money.

PETER
I could
definitely get used to this...

He attracts a huge crowd, all wanting his autograph. All wanting to see this guy up close. To escape the crowd, Peter jumps up and clings to the ceiling, crawling toward the exit, to the astonishment of the crowd.

EXT. ARENA PARKING LOT - NIGHT

Peter climbs up the wall of the building, as fast as possible. He doesn't feel like explaining to anyone how he can do this.

EXT. ARENA ROOFTOP - NIGHT

He sees a digital clock display on a billboard, and his blood runs cold. The clock reads "8:39".

PETER
Eight Thirty-nine? SHIT! Aunt May, Uncle Ben, and MJ
have to be worried out of their minds! I've gotta get home!

Peter takes off leaping across the rooftops.

INT. SUBWAY CAR - NIGHT

Peter takes the subway back to Queens, surrounded on all sides by far too many people.

Peter looks incredibly self-conscious and paranoid. He sees a man reading a newspaper. On the front page is the headline "MUTANT HYSTERIA SPREADING NATIONWIDE".

He looks at the marks on his hand.

PETER 
(to self)
Am I a mutant
now...?

CHILD 
(o.s.)
Look, Mommy, a spider!

Peter whips around frightfully, expecting to get lynched on the spot.

The child is pointing to a spider design on a random kid's tie-dye t-shirt.

MOM 
(indulging)
Yes,
dear, that's a spider all right.

CUT TO EXT. SUBURBS - NIGHT

Peter runs through the street on his way home. He leaps into a tree and leaps from one to the next, covering quite a bit of distance.

EXT. SCHOOL PARKING LOT

Peter stops outside the school, and recognizes Flash Thompson's car parked.

He sees Flash entering the parking lot with his friends, and tossing his lucky football, catching it. They've just come out of football practice.

Peter remembers the bump on the back of his head, and glowers.

Flash reaches his car, talks to his friends a little while longer, then says his goodbyes. Alone, he reaches for his keychain to turn off the car alarm.

Peter eyes the football and grins.

Flash turns off the alarm, then looks at his other hand, surprised to see no football there.

PETER (o.s.)
Looking for something, Flash?

Flash looks around, then up at Peter, who's sitting in a tree with Flash's football.

FLASH
Hey! Give that back! How'd you
get that from me anyway?

PETER 
(studying the football)
Sorry, trade secret. If you want it back, it's gonna
cost you, say, a hundred bucks?

FLASH
A HUNDRED
BUCKS?! ARE YOU FUCKIN' CRAZY?

PETER 
(enjoying this revenge)
Oh, not at all. I'd say it's more than fair,
considering all the hell you've put me through over the years. In fact, a thousand would be closer.

FLASH
That's it, I'm gonna come up there and kick your ass
so hard--

PETER
--I'll be burping farts for a month.
Yeah, I know. Get some new material, Eugene.

FLASH
Why
you little--

PETER
You want it, Flashy-boy?

Peter throws it hard at Flash's car. It hits the hood, putting a huge dent in it, and bounces into the bushes.

FLASH 
(looking at the damage)
WHAT THE FUCK? MY CAR! OH, I AM SO GONNA RIP--

Flash turns around, and sees that Peter's gone. He gapes, and shakes his head as if trying to convince himself all this actually happened.

One of Flash's friends walks up to him.

JOCK
Damn, dude, what happened to your car?

FLASH
Peter Parker did it.

JOCK 
(laughing)
"Pussy" Parker?
Yeah right, Flash. Nice try.

EXT. PARKER HOUSEHOLD - NIGHT

Peter runs through the sidewalk, laughing in victory. He gets to his house and sobers up.

PETER  
I am soooo dead....

The porch light cuts on, and both Aunt May and Uncle Ben charge out of the house, demanding to know where he's been.

CUT TO 

EXT. PARKER HOUSEHOLD - MORNING

It appears to be a typical Sunday morning, after a Saturday that was anything but typical. 

INT. PETER'S ROOM - MORNING

TIGHT CLOSEUP of Peter waking up, after having slept like the dead. He stretches, and we notice there are no blankets.

PULL OUT AND ROTATE THE CAMERA 180 DEGREES.

Peter has apparently slept on the ceiling the whole night! Peter looks down at his bed, realizes what's happened, and promptly falls on his face on the bed.

PETER
Ooommph! Heckuva way to start the day...

Peter looks at the back of his hand. The bite marks have all but disappeared. He then looks at the DNA molecule on his computer's screensaver, seeing it in a new light. He looks up at his bookshelf, filled with books on biology and genetics.

MONTAGE of Peter, absorbing information like a vaccuum cleaner: sitting on his bed, surrounded by the open books...on his computer, looking up spiders and genetics on the Internet...looking at slides on his microscope...taking a REAALLY close look at his bite marks with his magnifying glass. His hunger for knowledge is insatiable.

Peter finally brings himself to check his e-mail. There are no less than five e-mails from MJ, asking where he's at. Peter rolls his eyes.

PETER 
(to the computer, as if to MJ)
I was crawling around on buildings, and jumping off of them,
of course. See, Mary Jane? No reason to worry.

A knock on his door.

BEN 
(o.s.)
Peter! Breakfast is ready.

PETER 
(logging off of his computer)
Okay, I'm coming!
Just a second!

INT. HALLWAY - MORNING

Peter exits his room.

PETER
Good morning, Uncle Ben.

BEN
Morning.
Listen, Peter, I'm sorry about last night. We were worried about you when you disappeared, and when you wouldn't tell us where you'd been, it made it that much worse on us.

PETER 
(remorsefully)
I wish I could tell you, but...but I don't even know how to begin
explaining it.

BEN
That's okay, Peter. I'm just glad
you're okay. Growing up was hard on me at your age too. The one person you really need to apologize to is a certain redhead.

PETER 
I know...I'll take care of it.

The two walk downstairs to breakfast.

INT. KITCHEN - MORNING

Ben and May gape in astonishment as Peter quickly downs a glass of orange juice, then tears into his pancakes, desperate to feed his body's accelerated metabolism. For once his appetite for food is as ravenous as his appetite for knowledge.

PETER 
(mouthful)
Pass the syrup, please?

MAY 
(handing over the syrup)
I see your
appetite has improved, Peter...

BEN 
He has the
munchies. I was afraid of that.

CUT TO

INT. SHOPPING MALL - DAY

PAN ACROSS the interior of the local shopping mall, and CLOSE IN on MJ and Harry, passing the food court.

MJ
I swear, if Peter shows his face,
I'm going to--

HARRY
I know, MJ....

PETER 
(o.s.)
Hey,
MJ! Harry! Wait up!

Peter runs up to them. MJ shoots him a look of cold loathing.

HARRY
Dead man walkin'...

MJ
Where were you
yesterday, Peter? I waited all day!

Harry backs away from the two.

PETER
I'm sorry, Mary Jane. I screwed
up. I wish I could explain what happened, but--

MJ 
(coldly)
Don't bother.

She turns on her heels and walks away.

HARRY
Wow...I've never seen her mad at you
before.

PETER 
(staring at his feet)
I know...

HARRY
Whatever you did yesterday, I hope it was worth this.

PETER
So do I.

HARRY
Though why you'd blow off an
opportunity to spend quality time with her is beyond me.

MJ 
(o.s.)
You coming, Harry?

HARRY
Yeah.....see
ya, Pete.

PETER
Bye Harry...

Peter wanders around the mall for a while, depressed.

He passes by DITKO'S COSTUME SHOP, then walks back up to it and looks in the window, at all the diverse costumes.

PETER
Hmmm...wrestlers need costumes, don't they?

He then turns away.

PETER 
Hunh...who am I kidding? I'm broke.

Peter then remembers something and pulls the cash out of his pocket, counting it.

PETER
Oh yeah, the
wrestling money.
(mischeivous grin)

INT. DITKO'S COSTUME SHOP - DAY

Peter enters the shop, looking around at the colorful clothing. The clerk, a guy named STEVE, waves to him from behind the counter.

Besides the usual gaudy attire one might expect, sharp-eyed viewers can spot Captain America's costume, a t-shirt with the Punisher skull logo, a Fantastic Four shirt, and a yellow sleeveless spandex costume with blue stripes adorning the sides.

Peter looks at the yellow costume. Nah....

His attention is then riveted to a collection of spandex suits near the back. They're all mostly black, each in a different angular design and color scheme: Blue/Black, Green/Black, Yellow/Black, even Pink/Black. But it's the Red/Black one that intrigues him the most.

It reminds him of the spider that bit him.

He even finds a red full-face mask to go with it. He pays for it, and walks out of the store, much happier.

PETER
Bye, Steve!

CUT TO

INT. PETER'S ROOM - DAY

Peter tries on the costume in the mirror. It looks cool.

PETER
It
needs something, though...

Peter looks at his wrestling mask, and is inspired.

He flops onto his bed and looks through the books of spiders. He finds a webdesign he likes, and pulls out a black marker. He pulls off his costume.

MONTAGE of Peter drawing a web design on his costume with the marker, and adding a large spider design on the chest, resembling the red spider on his wrestling mask.

Finally, Peter holds up the costume at arm's length. Niiiice.

PETER
Still needs something.

Peter once again dons the outfit and the mask, and looks in the mirror. Whoa! He looks freaky, yet cool.

Yet the eyes are all-too-human, Peter's eyes.

PETER
The point of this is to not look
like me in any way.

Back to the drawing board. Peter cuts out two large shapes out of white cloth, mostly round, but pointed at the ends. He places them on the mask. They look fairly cool...but still...

Peter stands up, frustrated, and paces around. His eyes fall upon mirrored sunglasses resting atop his dresser.

TIGHT CLOSEUP of the sunglasses, Peter's reflection grinning back at us.

PETER
Perfect.

EXT. HOSPITAL - DAY

CLOSE IN on a large hospital.

INT. INTENSIVE CARE UNIT - DAY

We see a badly wounded figure lying in bed, with bandages over most of his body. The figure is OCTAVIUS.

OSBORN 
(o.s)
Hello, Otto.


TIGHT CLOSEUP of his eyes, which open and try to focus on something in the room.

We see Norman Osborn standing over him. He looks cheerful, but a cheerful Osborn is still an unsettling image.

OSBORN
The operation was a success, I see.


OCTAVIUS 
(groggily)
Op'ration ... ? What ... where am I ... ?

OSBORN
In intensive care following a tragic lab explosion.

OCTAVIUS
Ex ... plosion ... ?

OSBORN
Three armed men broke into your lab, and attempted to steal the formula you were working on. Do you remember any of this?

OCTAVIUS
Only ... pain... Who ... were they?

OSBORN
The armed men? Agents of one of my rivals, though I haven't been able to determine which one.

OCTAVIUS
You said ... the operation was a success. What operation? What happened to me?

OSBORN
You were badly burned on over ninety percent of your body, with massive internal injuries. Plus,the appendage harness you were wearing at the time has been fused to your body.


Octavius gapes in horror to find one of the three-fingered appendages emerging from under the blanket.

OSBORN
The doctors stabilized your life signs ... for now. However, you'll be confined to this bed for the rest of your life with these injuries.

OCTAVIUS
No!

OSBORN
There IS an alternative, however...

OCTAVIUS
What is it?

OSBORN
I can arrange to have your damaged body parts and tissue replaced with mechanical parts, thus allowing you to walk again.

OCTAVIUS
What ... ?

OSBORN
Think about it, Otto. The only parts of your body you can move are your appendages. Would you refuse the chance to be able to move the rest of your body as easily?


Octavius still looks uncertain. 

OSBORN
And besides, you have always hated the frailty of the human body, preferring strong, precise machines to do your work for you. Imagine no longer having those human frailties.


Octavius considers this.

OCTAVIUS
What do you want in return?


Osborn smiles.

CUT TO

EXT. NEW YORK CITY ROOFTOPS - DAY


WIDE SHOT of the wall of an apartment complex, the sun shining on it and the shadow of a building across the street cast on it.

The shadow of a human figure lands in a crouch on the building shadow. The shape of a head, out of focus, appears right in front of the CAMERA. FOCUS ON the head ... Spider-Man's head, with the mirrored oval sunglass lenses glued over the eyeholes.

SPIDER-MAN
This is so COOL!


He crawls along the rooftop, and we see that his back still lacks that big red spider that we saw in the first scene. That's okay, it'll be added eventually. We also see a camera bag slung over his shoulder. He removes a camera from it, and takes pictures of the surrounding scenery.

He then sets the camera on an air-conditioning unit, sets it on a timer, and snaps a few pics of himself in various poses, each one more ludicrous than the last.

TRACKING SHOT: Spider-Man gets a running start across the massive rooftop, and LEAPS off the ledge, the camera bag trailing behind him. Time seems to slow down for him, as he curls into a ball for a forward flip, as the concrete jungle below him rises to catch him.

SPIDER-MAN
YAAAAAAAAAAAHOOOOOOOOOOOOOOOOO!!!!!!!!


Spider-Man instinctively uncurls and sticks his feet out, clinging to the next building's wall in true Spidey fashion.

UPSHOT of Spidey, crawling up the building, lit up by the sunlight.

CUT TO

INT. JAMESON'S OFFICE - DAY


J. Jonah Jameson talks with Joe "Robbie" Robertson in the spacious office.

JAMESON
I never thought I'd say this, Robbie, but we're getting creamed by the competition! The Globe keeps getting all these exclusive pics of the superheroes in this town. and we can't get a single
one!

ROBBIE
Well, we ARE short on photographers. You refuse to hire freelancers, and you swamp the staff photographers with other assignments, so it's no wonder.

JAMESON
I can't depend on freelancers, Robbie! They're either slackers, inept, or BOTH!

ROBBIE
When was the last time you gave one a chance? The seventies, I believe?

JAMESON
So you're saying that we need to bring in a freelancer to get us photos of the heroes?

ROBBIE 
(looking out the window)
It's a humble suggestion.

JAMESON
Y'know, The Daily Bugle was at the top of its game before all these heroes showed up. Now everybody's obsessed with superhumans, and because we can't keep up ... Robbie, are you listening?


Robbie's gaze is fixed on something outside the window. Jameson takes look, curious.

POV: JAMESON

Through the window, we see a red-and-black-clad figure perched on the side of a building across the street, looking down at the traffic as if keeping a vigilant watch against the forces of evil. That's not what he's doing, of course, but that's what it looks like.

JAMESON 
(o.s.)
Who the hell is that? Haven't seen THAT one before.


Spider-Man continues climbing up the building dramatically.

ROBBIE 
(o.s.)
Look at the way he moves ... like a spider.


Jameson looks at Robbie with disgust.

JAMESON
I hate spiders.

ROBBIE
He's weird-looking, but interesting. What d'you think he calls himself. The Scarlet Spider or something?

JAMESON
Don't make me laugh How do we know he's not about to sneak in and steal something?

ROBBIE
In a theatrical costume? In broad daylight?

JAMESON
I still don't trust this guy. Find out everything you can about this ... spider. And see if you can round up a photographer for cryin' out loud!


CUT TO

EXT. URBAN BASKETBALL COURT - DAY


Several black youths play basketball on the blacktop, surrounded by graffiti and chain link fences. The youngest one, roughly 12 years old, suddenly looks up, his jaw dropping. His friends look up and see a figure watching the game while perched atop the fence, careful not to sit on the sharp points. This is Spidey, of course, but the kids don't know that.

Since this isn't a sight they usually see, and they don't know what to make of this stranger, they drop the basketball and take off running.

SPIDER-MAN
Was it something I said?

CUT TO

EXT. COMIC BOOK PUBLISHING OFFICE - DAY

A man in his seventies paces around an office decorated with comic-style artwork, while talking into a cel phone. We'll call him STAN.

STAN
We need to come up with a new angle, Jack. We've gotta break new ground. We've already come up with people given cosmic powers ... a big guy spawned from gamma radiation ... what's next? Maybe somebody with REALLY strange powers, but someone people can relate to. And best of all ... somebody we can break all the rules with, really go against-type on. Whaddaya think?
(pause, listening)
It's not a crazy idea, Jack, trust me.


Something moves across a window, and Stan is dumbfounded. Crawling up the window on his way up the building, is Spider-Man. Stan runs to the window to get a closer look, and he stares right into the mirrored eyepieces.

Spider-Man stops climbing for a moment, waves at Stan, and continues on his way.

STAN 
(once again speaking into the phone)
Uh..uh ... yes, Jack, I'm here. I've just had a sudden burst of inspiration!


CUT TO

EXT. WRESTLING ARENA - DAY

Spider-Man reaches the building where he wrestled the night before, somewhat exhausted.

SPIDER-MAN
Man, all this commuting is wearing me out. I've gotta come up with a better way...

He climbs down the wall to the front entrance. As he enters the building, he passes by two bystanders who give him strange looks.

SPIDER-MAN
Hi.


INT. ARENA - DAY

The strange looks continue as Spider-Man enters the main arena room, where various wrestlers are warming up. Spidey is instantly surrounded by managers and talent scouts, all of whom instantly recognize Spider-Man, even though his attire is different.

SPIDER-MAN
Hey! Hey, one at a time...

CRUSHER 
(o.s.)
Well if it ain't the itsy bitsy spider!

Spider-Man turns and sees Crusher entering the room, looking quite pissed. The room is suddenly silent.

CRUSHER
I want that money back.

SPIDER-MAN
I thought I won it fair and square.

CRUSHER 
(getting closer)
You cheated! You HAD to've cheated. Nobody's that strong!

SPIDER-MAN
I really don't need this.

CRUSHER 
(in Spidey's face)
Only people I know are that strong are superheroes ... or mutants!

SPIDER-MAN
(trying to keep his cool)
I'm neither. Nobody's perfect.

By now, a crowd has formed around them, and the scene resembles an elementary school hallway, seconds before two kids start swinging.

CRUSHER
I don't like people comin' in here off the street, usin' mutant powers, and showin' up people like me who train all their lives.

SPIDER-MAN
Correct me if I'm wrong, pal, but didn't you WANT people to come in off the street and show you up?

Crusher tries to grab Spider-Man by the throat, but Spidey reacts instinctively and grabs Crusher's wrists,squeezing them. Crusher yelps and sinks to his knees.

SPIDER-MAN
Now what do you say to the itsy-bitsy spider?

CRUSHER
Rrrgh ... lemme go...

SPIDER-MAN 
(squeezing Crusher's wrists harder)
Sorry, not what I'm looking for. Apologize.

CRUSHER
I'm ... I'm ... sorry, okay?

SPIDER-MAN (letting go)
Good enough. You want to win back that money, or what's left of it? Win it the old fashioned way ... in the ring.

CRUSHER
Fair enough. I'll kill you this time.

INT. WRESTLING RING - DAY

TIGHT CLOSEUP of Crusher hitting his back on the mat, HARD.

WIDER SHOT of Spider-Man, pinning Crusher's shoulders. The ref pounds the mat three times, signaling another win for Spidey.Crusher gets up.

CRUSHER
Two out of three.

Once again, we CUT TO a sudden CLOSEUP of Crusher's defeat, this time with Spidey's knees planted on his chest.

Spider-Man, now seriously in the groove, gets up and moves around the ring, playing to the fans and the cameras, and performing several victory flips. The crowd's going wild.

CUT TO

INT. ARENA HALLWAY - NIGHT


Spider-Man makes his way toward the exit, massaging his shoulder.  

SPIDER-MAN
Man, who knew they were gonna make me go up against every wrestler in the house ... at least I made a lot more money.


A talent agent, MAXIE SCHIFFMAN catches up with Spider-Man, falling in step with him.

MAXIE
Hi, Maxie Schiffman, talent agent.

SPIDER-MAN
You're Crusher's agent, right?

MAXIE
Right! Listen, Spider-Man ... may I call you' Spidey'?


SPIDER-MAN
Uhm ... sure, go ahead.

MAXIE
Listen, Spidey, I happened to notice that you have a complete lack of anyone to represent you.

SPIDER-MAN
I didn't know I needed one. Why? Are you offering?

MAXIE
You got it! Stick with me, and you'll go far! That's a great costume, by the way. It opens up lots of merchandising possibilities. Just think of it: you could be on T-shirts, magazine covers, hats ... you could have your own video game, TV show, movie ... dare we say it? Even your own comic book!

SPIDER-MAN 
(skeptically)
A comic book? You've got to be putting me on.

SECURITY GUARD 
(o.s.)
STOP THAT MAN!


Spidey and Maxie whip around to see a fat old security guard chasing a THIEF through the hallway toward them. The thief is in his late twenties to early thirties, and is dressed in a brown leather jacket and jeans.  He's carrying a briefcase full of money.

Spidey watches the two men approach, debating whether or not to do anything.

The thief makes eye contact with Spider-Man, but Spidey doesn't move. He allows the thief to run past him and out the door.

The security guard reaches the doors and stops, too tired to pursue further. He looks up at Spider-Man.

SECURITY GUARD 
(between breaths)
Well ... ? Aren't you gonna go after him?

SPIDER-MAN
Why should I? It's not my job.

Maxie and the guard stare at Spider-Man incredulously. Spidey just shrugs and walks out the doors casually, with no intention of catching the thief.

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