CUT TO

INT. OSBORN HOUSE - NIGHT

Closeup of a computer screen, displaying OsCorp's database. A password dialog box pops up.

Tighter closeup of the dialog box. We hear the tapping of a ketboard as five asterisks fill the password space. A singular tap on a key implies that "Enter" has been pressed.

INVALID PASSWORD. ACCESS DENIED.

Six asterisks this time. Enter.

INVALID PASSWORD. ACCESS DENIED.

A pause for a moment. The hacker tries to think of what the password might be.

PASSWORD ACCEPTED. LOGGING "NORMAN OSBORN" ONTO OSCORP DATABASE. PLEASE WAIT.

The dialog box vanishes, and is soon replaced with the OsCorp mainframe. The cursor glides over to a folder marked, "Private files". The folder is clicked on, and the password dialog pops up again. This time the five asterisks are typed in without delay, and the box disappears, replaced with a list of things Norman Osborn doesn't want to be in his company's official records. The list includes twenty highly dangerous and illegal chemical compouds, and specs for Otto Octavius' cybernetic body parts.

PAN AWAY from the screen, to the mouse, on which a hand taps its finger lightly. PAN RIGHT until we see the face of the hacker, illuminated by the screen in the otherwise dark room: Harry Osborn.

INT. TRAINING ROOM - NIGHT

Closeup of Spider-Man's face as it hangs forward, unconscious.

Spidey slowly comes around, and raises his head to look up.

POV: SPIDER-MAN

Norman Osborn's visage swims in and out of focus, before finally remaining in focus.

Wider shot. Spidey is shackled to the back wall in a large steel room by high-tech manacles engulfing both hands and wrists. As it turns out, this is the same training room we saw Octavius testing his new cybernetics in. Osborn stands at the center of the room, his voice echoing off the walls. We notice he isn't wearing his typical business suit, but what appears to be a black jumpsuit of some sort, making him look like he's either going to fix an engine or kick someone's ass. He still manages to look imposing.

EXT. HALLWAY CORRIDOR - NIGHT

Octavius listens to the conversation while leaning on a wall in the hallway, patiently waiting for the door to open.

Spider-Man absorbs this information.

Osborn returns to his feet, and is on the offensive this time, launching punches and kicks at Spider-Man, who uses his agility to his advantage. Spidey leaps off the walls, over and around Osborn so fast Osborn can't keep track of him. Spider-Man tags the openings in Osborn's defenses as he does this, effectively pummelling Norman in the process.

Osborn attemps a roundhouse kick, but he doesn't hit anything, and finds Spider-man gone. He looks around.

He leans Osborn against the far wall, and locks his hands up in the shackles.

Octavius hears this, and smiles. He readies a tentacle, pressing a button on the keypad with his hand. The door hisses open, and he sends the tentacle in to punch his prey.

He misses. There's apparently no one in the room except Osborn.

A faint noise catches his attention, and he looks up to an open ventilation shaft on one wall near the ceiling.

INT. VENTILATION SHAFT - NIGHT

Spider-Man's slim figure crawls up the ventilation system, his body just small enough to fit and move easily. His mirrored eyepieces reflect what little light is in the shaft, so the illumation of his large eyes gives him an almost spooky appearance. Just for fun, he's softly humming "Itsy Bitsy Spider".

INT. TRAINING ROOM - NIGHT

Octavius frees Osborne from the manacles, as the latter awakens, rubbing his jaw.

CUT TO

INT. VENTILATION SYSTEM - NIGHT

Now Spidey is above-ground, in a horizontal part of the vent system. He finds himself near a grate that overlooks a cargo bay containing barrels of the illicit chemicals. Currently, however, Spider-Man is preoccupied with searching.

He peeks through the vent grate and sees someone snooping around in the cargo bay, snapping pictures with a camera. He recognizes the person as Harry.

Harry continues to look around and take pictures, obviously pleased with himself.

Spider-Man hears a sound and quickly looks around. Sounds like voices.

Six security guards stand at the door leading into the cargo bay. They prepare to enter it.

Harry herars the security guards as well, and looks around for a place to hide. He manages to find a place behind a stack of heavy barrels as the door opens.

The guards pour in and search the room. Harry holds his breath.

One of the guards moves to Harry's location, but a loud crash stops him. Spider-Man tears the vent grate off and leaps with it into the cargo bay. As he lands, he tosses the grate at the nearest guard, and jumps over the next two, twisting in midair before they can fire on him. Spidey grabs them and slams them into a wall, but by that time, the remaining three have trained their guns on Spidey.

Harry makes a break for the door, but Spidey catches him.

Spidey looks at Octavius, and sees what looks like one of his webshooters sticking out of the inside pocket of Octavius' coat.

Osborn turns to Stromm.

Spidey keeps him off-balance by kicking him in the face, then reaches into his jacket with both hands and grabs his webshooters.

Spidey once again leaps over Osborn as a tentacle is launched where Spidey was an instant ago. The metallic appendage punches Osborn in the gut, doubling him over.

Spidey perches atop a stack of crates, putting on his webshooters. Since he doesn't have time to remove his gloves, put them on, and put the gloves back on over them, he just straps them to his wrist outside his glove.

They guard their faces with their forearms, and find their entire upper bodies covered with webbing. Spidey fires a webline at the ceiling and swings from it to Ock and Osborn, extending both legs to kick them.

Both are sent rolling, but once they get their feet under them, they use their strength to tear out of the webbing. Basically, all Spidey accomplished was angering them.

Spider-Man's patented spider-sense blares.

Spidey leaps upward and twists in midair, throwing Octavius as hard as he can. Ock crashes through a set of large windows lining the top wall of the cargo bay...

EXT. OSCORP WAREHOUSE - NIGHT

...and sails through the air before landing in the water of the nearby harbor with a tremendous splash.

INT. CARGO BAY

Spider-Man catches his breath.

Tight closeup of Osborn's hand. It starts to tremble uncontrollably, and we notice that its green pallor is much more noticeable.

Osborn can't stop his arm from shaking, and he accidentally drops the gun, clutching his arm.

The bullet punctures a chemical barrel. It explodes.

explosion sets off a chain reaction that ignites ever chemical barrel in the cargo bay. Spider-Man grabs Harry.

EXT. OSCORP WAREHOUSE - NIGHT

Spider-Man and Harry escape as the building explodes behind them. The shockwave carries them toward the docks, and they land on the boardwalk. After a moment, they catch their breaths.

Octavius rises from the water, supported by his other two appendages. He alights on the boardwalk, and holds Spider-Man underwater visciously.

UNDERWATER

Spidey struggles in the tentacles' grip, trying to get out of it before he drowns.

TIGHT CLOSEUP of his hand, as it grips the appendage tightly, denting it slightly.

TIGHT CLOSEUP of his face. It's obvious, even through the mask, that he's holding what little breath he has.

EXT. OSCORP WAREHOUSE - NIGHT

TIGHT CLOSUP of Octavius' intense sneer. He's determined to make sure Spidey dies this time.

UNDERWATER

Spidey's struggles become more desperate. He's out of air, and the appendages are pythoning the life out of him.

TIGHT CLOSEUP of Spidey's hand. He's banging on the appendage with his fist.

EXT. OSCORP WAREHOUSE - NIGHT

Harry tries pulling on Octavius' arm (his real one) to get Octavius to let go of Spidey. It's a futile gesture, and Ock picks Harry up by the collar.

UNDERWATER

Spidey's fist slows.

His fist uncurls, and his hand hangs limply, floating in the water.

EXT. OSCORP WAREHOUSE - NIGHT

Octavius smiles, knowing that it's over. His tentacles haul Spider-Man out of the water, and set him on the boardwalk. He seems to pay no attention to Harry, who's struggling futilely. Spider-Man lies on the boardwalk, unmoving.

Instead of leaping out of the way, Spider-Man grabs one in each hand and pulls on them.

Octavius is yanked forward off-balance, and Spidey stands up, running to close the distance between himself and Ock.

Spider-Man sends an uppercut at Ock, who is caught square in the chin and lifted several feet straight up, mechanical appendages flailing. This shot is as dramatic and painful-looking as possible.

Spidey lands in a crouch on the boardwalk, and a moment later Octavius lands on his back nearby. His landing is much less graceful, as the boards break under the impact. Ock almost falls through. He seems to be, understandably, out cold.

The newspeople make sure the cameramen are getting this footage.

FOLLOW Spidey as he swings away over the streets.

One policeman gets George's attention from the boardwalk.

DISSOLVE BACK TO

INT. SUBWAY CAR - NIGHT

Peter's stop comes up. He stands up from his seat and grabs his stuff.

PAN UP to the top floor office window.

Spider-Man sits and listens, looking around occasionally, as Stan paces around his office, giving a grand sales pitch to Spidey.

Peter and MJ do homework on the swing bench on the front porch.

CUT TO

EXT. NEW YORK CITY ROOFTOP - SUNSET

Closeup of Spider-Man's hands loading a webbing cartridge into his webshooter, and rolling the glove back down over it. PAN UP to Spider-Man's face. We'd swear he's smirking behind his mask.

CLOSE IN on the figure. His back is to us, so we can't make out who it is. However, his voice is familiar.