Gorgeous fall day. Hot-chestnut weather. Spider-Man sails in off Central Park West on a line of silk. King of the Manhattan skyline. Swinging from a turret of the Dakota.

PETER (V.O.) Look at this guy.

Sailing over the Sheep Meadow, bouncing off the top of Reptile House. Sharp turn onto Fifth Avenue, hard around the Plaza Hotel.

PETER (V.O.) (cont'd) Look at him. Like he doesn't have a care in the world.


is a torrent of taxis and humans and steam from the manholes.

He skims along it like a dragonfly, heading downtown.

PETER (V.O.) You probably think it'd be cool to trade places with this guy. Styling costume. Awesome powers. Greatest damn city in the world.


He throws down a great big giant elastic band of webbing. Turns a couple of office towers into an enormous slingshot. Curls into a ball and hits the rubber band dead center.

PETER (V.O.) Is that what you're thinking?

He gets just enough bounce to catapult him up over the top of the Empire State Building. Toe barely grazes the needle tip.

PETER (V.O.) (cont'd) Well, maybe you'd better think again.

He pinballs down Fifth Avenue and then out


Heading for the Flatiron Building, with the big DAILY BUGLE sign. Circling in, alighting on its roof.

PETER (V.O.) Maybe you'd better wait until you see the kind of day this guy's having.


So steamed the very air around his head shimmers.

JJJ Parker, you're fired!


He tosses a stack of photos at PETER PARKER. They're awfully nice photos. Maybe a little too nice.

JJJ Dogs catching Frisbees in the park... Some fat old geezer playing chess... Autumn leaves.

PETER I was thinking maybe the Bugle could show another side of New York for a change–-

JJJ Parker, if I believed for one second those pictures were an accurate reflection of this town, I'd hang myself from the top of the Chrysler Building. I don't pay you to be a sensitive artist! I pay you because for some reason that psycho Spider-Man will pose for you.

PETER Well, it's like I told you, Mr. Jameson. Spider-Man won't let me take any more pictures of him. He says you only use them to slander him. You've turned the

whole city against him.

JJJ A fact I'm very proud of! Having that lunatic around has weakened the moral fiber of New York! The police are demoralized! The citizens lazy! Now get your pretty little "portfolio" out of my face before I go into a diabetic coma!

PETER Mr. Jameson, please. You can't fire me. Even working two jobs I can barely make tuition, and Aunt May's social security doesn't amount to...

JJJ mimes tying a noose around his neck, throws his head back, thrusts his tongue from his mouth. Peter folds.

PETER (cont'd) What if--all right, what if I did have a shot of Spider-Man?

JJJ eyes it hungrily. JJJ I take my journalistic responsibility to present balanced coverage very seriously Parker. JJJ It stinks. Slides out a fantastic shot of Spider-Man saving a nun from an oncoming meat truck. You have my word. He reaches for it. I'll give you three hundred. Fine. you know that. Peter snatches it back. . There's no way I can sell you this shot… until you agree to run more balanced coverage of Spider-man. PETER No. I'll give you four. PETER Five.Peter reaches into his knapsack and takes out a manila folder. I'll nominate him for a goddamn medal. Parker.

JJJ That's outrageous. grabs his knapsack. He leaps to his feet. then sits a moment. (beat) Done. Not a well machine. Parker. Peter lets go of the photo. MINEO'S PIZZA — DAY Peter rides up on an elderly Kawasaki: RUMBLING. COUGHING. looks at his watch: oh. On the back. and runs out. Right. SPUTTERING. Get lost. a hotbox with . you've wasted enough of my precious time. PETER Time. Knowing he has just made big mistake. shit. JJJ (cont'd) All right. EXT. Peter snaps out of it.

I'm sorry. MR. out of breath. MR. MINEO'S — DAY Peter hurtles into the shop. Yanks the pager from his pocket. I am defaulting on the Mineo's twenty-nine minute guarantee. . INT. Peter leaps off and runs into the pizzeria. AZIZ hangs up the phone. AZIZ Twenty-one minutes ago. Aziz. Aziz. The BEEPING stops. in comes an order from the high-quality law firm of Foehn. In eight minutes. frantic. Peter's only a side-manifestation. Harmattan & Buran for seventeen extra large deep-dish pizzas. PETER Sorry! Mr.the Mineo's logo. A PAGER beeps. Life has disappointed Mr. Indeed numerous banners and signs proclaim the sacred number.

AZIZ (cont'd) Then not only will I be receiving no money for these pizzas. He starts thrusting pizzas at Peter. Or your ass is to be fired. MR. And they are killing me already. Peter. This is the last chance I can give you. You must make it in time. You must cross forty-two blocks in seven and one half minutes. I have no hope but you. AZIZ Salim was deported yesterday. AZIZ (cont'd) You are a nice young man. but you are not dependable. . stacking them in Peter's arms until we can't see his face anymore. PETER Why didn't you send Salim? MR.MR. I will lose the customer forever to Pizza Yurt.

He goes slobbering off. Climbs on. It's 5:44. The DRIVERS are on the street. shouting and threatening each other. dumps the pizzas into the hotbox. Looks at his watch. NEW YORK STREET — DAY Peter halted. EXT. MINEO'S . Peter pops up onto the sidewalk. The PASSENGER gets out. Mistake. Kicks it again. EXT. 5:47. PETER I don't believe this! Mr. A van has collided with a Town Car. Aziz watches. kicks it.Peter checks the big Mineo's clock. Nothing.NIGHT Peter runs to his bike. The three men come to blows. Peter kicks it once more and it starts. too. Nothing. An old lady in a . contemplating suicide.

He looks down. It arcs heavenward. Peter hits the brakes. since the hotbox is tucked under his left arm. The bike stalls. Then he ducks into an alley. pure vectors of physics plotted against the air: collision.wheelchair comes out of nowhere. ball and boys. twisting metal. . Spider-Man's spider sense tingles. two boys chase each other and a basketball into the street. Spider-Man heaves the hotbox away. With a mighty heave he wrenches the hotbox right off the back of the motorcycle. he shoots a strand of web. He kicks wildly at the starter: dead. Peter leaps off the bike.NEW YORK STREET — AERIAL SHOT Spider-Man swings toward the Woolworth Building. sees the trajectories of car. A car is coming right at them. EXT. Below. LOWER MANHATTAN . Swerves. snapping bolts. With his hand now free. At the end of each arc he freefalls until he shoots the next strand of web. One-handed. And it's 5:48.

silly grin on his face. The Woolworth Building looms. Snags it with a web and drags it back up. kind of wild looking. Out of breath. horn BLARING. Spider-Man catches up to the hotbox as it hurtles earthward. Peter looks--there's a . PETER Pizza time! He sets the pizzas on the desk. Sets them on their feet. a web-slung chest pass. The basketball shoots in. past him. INT. then at the pizzas: disgust. The boys.A lasso of web encircles the boys and yanks the boys toward the opposite side of the street.DAY Peter rushes in with the stack of pizzas. A big. circling in. The car squeals past.LAW OFFICES . One of them catches it. They look up at the sky. Spider-Man snags its pinnacle and arcs around it. The receptionist stares at him. WOOLWORTH BUILDING . dazed.

Sheepish he scrapes it off. Aziz. PETER It's serious to me. AZIZ You are fired. PETER Mr. Aziz! I'm back! I-- Mr. too. I know a promise means nothing to you. . MR. but to me it is serious. the twenty-nine minute guarantee is a promise. INT. PETER (cont'd) Sorry. that is what you are. Aziz whirls on him. The pizzas arrived three minutes late! Peter. Mr. grinning.gob of webbing on the top box. MINEO'S PIZZA — EVENING Peter struts in.

A shadow looms. The guy SLAMS against the lobby floor. I need this job. flips a very large man over his shoulder. backfiring.Honestly. Ducks. Please. It's a beefy SECURITY GOON. Peter gives up. I think you broke my tailbone! PETER Oh. Mr. Peter's surging HEARTBEAT. twists. I-- GOON . please give me another chance. Trudges into the lobby. Peter jumps back. EXT. SPIDER SENSE. then lashes out and grabs hold of his attacker. OSBORN/PARKER APARTMENT . GOON Christ. He climbs off it. man. Peter has flattened the guy. I'm sorry.NIGHT Peter's tired old Kawasaki pulls up in front of the building. Aziz shakes his head.

I was only going ask for your ID! PETER My ID? Since when--? INT.. The door flies open. (how lame!) I think they just waxed the lobby. He's puzzled..NIGHT Peter takes out his key. (changing the subject) What's with the muscleman. Harry? Did somebody threaten you? HARRY . But instead of a keyhole there's a card-reader. OSBORN/PARKER APARTMENT . HARRY What the hell you did to my security guy? PETER He surprised me! I grabbed him and he. he must have lost his footing.

Steel shutters come down. Harry holds up the screen of his super-Palm. It reads ID CONFIRMED: PARKER. PETER (cont'd) .. He flinches.paranoid. . Titanium bars slide across the windows. I'm lucky Spider-Man hasn't killed me already! He knows I'll spend every last dime I have to take him down. I'm worried about you.You're kidding. Another beam lances from the ceiling and performs a retinal scan of Peter. You've really gotten kind of.. Taps some buttons... Laser trip-beams spin a glowing web across the living room. PETER. He takes a slender hybrid PDA/remote from his pocket. right? Pete. PETER Harry.

I swear to you. Harry taps. PETER I would if I could. HARRY You could save me a buttload of money and trouble if you would just tell me how you always manage to find the guy. PETER'S FACE The impossibility of the situation. He gets right in Peter's face. Trying to be funny but with weird intensity. PETER Please just tell me you didn't put a camera in the bathroom. the beams die. the pain. and all the barriers retract. .HARRY I guess you're who you seem to be.

Harry. 6PM. PROFESSOR OTTO OCTAVIUS. Fails. tosses them on the table. I'm serious. That Octavius guy at Columbia. HARRY That's fine. HARRY (cont'd) Hear are those tickets you wanted. We're not even really friends. No. Have fun. Something there that he doesn't quite believe. searching his face. DAVIS AUDITORIUM. I don't need you. Peter struggles to meet Harry's searching gaze. I know . You don't need me. PETER Octavius! Otto Octavius is the god of arachnid biomimetics.Harry stares at him. Falters. are we? Takes two tickets from his pocket. THE TICKETS THE ANANSI PROJECT: AN INTERIM REPORT.

HARRY And you promised to help me get Spider Man! (subsides) All right. PETER You promised you'd introduce me to him! The rage flares up again in Harry.you're mad at me. but come on! You can't miss that! Peter is perfectly serious. points to the . HARRY Lord have mercy on my soul. PETER Great! Okay! Let's bolt. Harry stops by the door. Harry can't help smiling. fine. They start to go out. I keep my promises.

I hope the lecture's over by 7:30. Geez. presses play. Peter goes to the machine. HARRY Oh. star of the Broadway stage. HARRY Didn't you already see that lame show of . MJ'S VOICE Hello. there was a message. I'm so nervous! Peter checks his watch. This is Mary Jane Watson.answering machine. I didn't feel like picking up. For you. I need to get down to the theater by 8. PETER Hmm. (beat) You guys.

hers? PETER Twice. . HARRY Christ. the understudy. I know you're her boyfriend. did she poison the leading lady? PETER Shut up. Bars descend. but that's above and beyond. And I'm not her boyfriend. PETER Hey. as they shut the door. and all. Pete. tonight she's playing the lead! She's the. indicators flare. you know. HARRY What. As they walk out of the apartment.

CZERNOWITZ . Dr. CZERNOWITZ is introducing Otto Octavius. Otto Octavius. winner of a National Science Medal. Younger than you might expect. APPLAUSE as Otto strides out. interested members of the public. PROF. reporters.. He and Czernowitz meet.. COLUMBIA UNIVERSITY — DAVIS AUDITORIUM — NIGHT Packed house of researchers. Czernowitz looks intimidated. director of the Anansi Project. It's my great honor to present. Now I'm afraid he's left us mere mortals far behind. A stiffness between them. Smiling like a man with a surprise in store for us.INT. Wearing a long black Gaultier jacket. CZERNOWITZ . OTTO Frank.as a doctoral candidate he was dazzling.

Harry is playing Tetris on his Palm Pilot. . Behind him on a table. the display will mirror. soon we will share them. The lights dim. Then Otto strides to the podium.Otto. Piano to one side. Laughter. a violin and bow. spot on Otto. OTTO He told you I was "dazzling. As he talks. Peter is rapt. Grins. expand on and illustrate his words. Behind him a large flatpanel monitor descends." but what he's too nice to bring up is was what an insufferable little wretch I was. self mocking. We poor humans have always envied our fellow creatures their talents. They shake hands awkwardly. OTTO (cont'd) Biomimetics seeks to adapt for human use the technologies of other species.

The goal is to provide stable motion on every possible kind of terrain and superior manipulation . Harry notices how spellbound Peter is. HARRY I will never understand this spider thing of yours.OTTO (cont'd) My own researches have been into arachnid technology: adapting. their web-spinning abilities. their astonishing. But it's in the area of octopedal locomotion that things are really getting exciting. leans over. OTTO We had some success with manipulating spider RNA. the remarkable abilities of spiders. almost precognitive impulse control. Peter takes no notice.

which displays an octopus. eight legs networked to each other through and to the center. Otto steps out from behind the podium. . He walks toward the monitor. networked to the central unit in her brain. then a diagrammatic human operator appears. Actually. The display fades to a diagram of the Rig. OTTO (cont'd) The octopus has the equivalent of a powerful processor in each leg. Really tough.at a distance. along with a diagram of its nervous system. it was a chance visit to the Bronx Zoo that gave me the key insight. The center is empty. OTTO (cont'd) You can't imagine the sheer number crunching might required to control and coordinate eight legs.

Puts away the Palm Pilot. so far the capacity to control the full complement of eight legs is beyond our capacity. The black stealth-bomber glint of superhard ceramic. . Then from somewhere behind him a pair of glinting pseudopods snake out. But we've been able to implement a similar system using: Otto takes a step forward.OTTO (cont'd) Now. smiling a little coyly. A gasp from the audience. OTTO (cont'd) Four! Harry sits up. undulant. OTTO (cont'd) I call it a self-articulating network. but I'm afraid the name that has stuck is Otto's Octopus. The 'pods hover over Otto's shoulders a moment.

Among them hangs. in . Peter with a look of open-mouthed wonder. The audience. Now the 'pods assume a configuration like a daddy long-legs. The music breaks off. amazed. puffs contentedly. Otto. One 'pod takes up the violin. perfectly at ease. thank you. It is a little warm in here. half suspecting that it's all a prank. The arms help him out of the jacket.One 'pod reaches to tap him on the shoulder. another pair of pseudopods is revealed. another. the bow. Otto strikes up a Grieg sonata. With his own two hands. afraid. The next pair snake out toward the piano. he takes out a fat cigar and lights it. arching high into the air. The audience goes a little nuts. OTTO (cont'd) Yes? Oh. and as it comes off. One at a time. "toes" splayed against the dais.

The upper ones snake out around him. OTTO (cont'd) At times I feel the Rig here has a life of its own. OTTO (cont'd) Computer architecture so sophisticated and capable of learning it approaches consciousness. He begins to stride back and forth across the stage on his four dancing pseudopods.turn. He sinks back onto the two lower 'pods. LEFT UPPER PSEUDOPOD takes a piece of paper from Otto's . he raises and lowers each foot. OTTO (cont'd) Each one of my four assistants here is equipped with its own hundred-teraflop processor.

overlapping his own flesh. walking on the lower pseudopods. as if confused.its systems and my own would actually begin to integrate with each other. OTTO (cont'd) --Merge into one organism. OTTO (cont'd) Given time. The pseudopods rip away his shirt. AUDIENCE .. Otto.. The sign says GEEK! Laughter from the audience. They're eating this up. Then the 'pod with the paper slaps it across Otto's back. whirls his head around. RIGHT UPPER produces a pen and scrawls something across the paper. He turns around. and a strong enough host. revealing THE RIG nestled right up against his spine.pocket. (rueful smile) .. back to the audience..

Then a surge of APPLAUSE. . DAVIS AUDITORIUM .BACKSTAGE . PETER Gapes. PETER I can make it. PETER You have to introduce me to him! HARRY Don't you have a diva waiting? Peter checks his watch. bowled over. INT. even revulsion at the sight of the implants.Shock.NIGHT Otto lurches in on the pseudopods to a ROAR of applause from the hall.

INT.The 'pods telescope in and Otto falls to the floor. like a spirit level.NIGHT People are still applauding. They mount it around him. OTTO'S team crowds around him and drag him over to the NEURAL COUPLER UNIT. HARRY Where are you-- . PETER I'll meet you in the lobby. But one of the 'pods remains slightly extended. He aligns the bubble with a mark and-- WHAM-the 'pod LASHES out and knocks the Team Leader aside. with a single glowing bubble of air. But Peter's spider-sense TINGLES. This is a dial with a glass tube at its heart.AUDIENCE . He gets up. The TEAM LEADER twists the Rig's LATCH. DAVIS AUDITORIUM .

They break free. Spider-Man leaps into the middle of the cyclone. The Rig struggles for a moment. INT.NIGHT The Rig is out of control. fires a strand in either direction. Scatter humans. They GRIND in protest. Knock Spider-Man down. The pseudopods whip and buzzsaw. Smash lightbulbs. The 'pods feint and block. He fires web snares at the pods. Otto hangs from it like a doll. Spidey leaps up. Otto falls to the . He tries to reach Otto. lash out. Keeping a grip on the knot he-- Spins a thick cocoon around each of the lower ones. pins them to the wall.PETER Too much coffee.BACKSTAGE . then powers down. Yanks them toward himself. padding each out until it's a gently flailing balloon. Ties them in a knot. snags the upper two 'pods. DAVIS AUDITORIUM .

the 'pods knotted across him. The team gets Otto into i and the Team Leader twists the Latch. The irises of his eyes seem to be leaking into the whites: pinwheels. Octopi. Otto falls out. The rig pops open. Spider-Man kneels beside Otto. Spider-Man gets out of the way. Making sure he's okay. ASSISTANT Look at his eyes! ASSISTANT 2 We're overdoing the endorphin push. Strange flowers. SPLORCH.floor. We see that Otto's bare. muscular back is enhanced by four neural sockets. Otto opens his eyes. They roll him over. . The Team Members hurry over with the coupler.

OTTO Was I. Brushes off their helping hands. was I fighting Spider-Man? Everyone looks around at Spider-Man. OTTO (cont'd) I'm fine! Thank you. TEAM LEADER Otto. Now. Spider-Man's not there. get off me.. He stands up. OTTO . Otto sits up. I'm fine. They try to help him. It's actually trying to reconfigure his optical functions..TEAM LEADER That's the symbiosis routines in the Rig. it was too long. You stayed in the Rig too long. shaky.

Teddy. They bring him a glass of water and a clean shirt. Sees the broken light bulb. He sits down. the problem is that I didn't stay in it long enough! My system never gets the chance to reach equilibrium with the Rig's! They stare at him. The shattered chair. OTTO (cont'd) Thank you. Is he serious? He looks around. The slashed curtain. I don't know.No. Thanks a lot. (concerned) Are you all right? I didn't hurt you? TEAM LEADER (relieved) . OTTO (cont'd) Maybe I stayed in the rig too long. He accepts their ministrations.

chief. thanks to the endorphin boosters it feels very good. And the Rig's pretty--cool.I'm fine. HARRY Doesn't it hurt to be jacked into that thing? OTTO Actually. they're shaking hands. Otto looks a bit frazzled but basically fine. PETER It's so great to meet you. INT. OTTO Still one or two-(twitches his head) . Coming out's a bitch.BACKSTAGE CORRIDOR Harry introduces Peter to Otto. DAVIS AUDITORIUM .

And please. At this mention of Norman. I was hoping to hear you talk about the superspider research. . A man. The Rig's materials and kinetechnology is all Oscorp design and build. in a world of mediocrities. But basically sound. PETER Actually.Kinks to work out. He's very sorely missed. Any friend of the Osborns is my friend. Doctor. OTTO (cont'd) So I hear you're into spiders. Norman Osborn was a huge supporter of my work. A steady and generous supporter... Unfortunately we lost our funding for that project. I'm afraid it was rather poorly managed. call me Otto. a shadow clouds Harry's face. Well. OTTO Ah. Not too mention a true original.

HARRY Pete? Not that I really care. PETER Jeez! Oh. my God. OTTO And you guys had a--field trip? To our lab last year? I hope that was interesting? PETER Oh. Now! OTTO Ego extravaganza? . yeah. Changed my life. but don't you have an ego extravaganza to get to? Peter looks at his watch: it's 7:45. I have to go.PETER It's sort of a hobby.

PETER It's our friend-- HARRY Your friend. Mary Jane Watson. . EXT. enormous cutouts of Dr. PETER (cont'd) You ought to check it out. He shakes hands with Otto. The name Deirdre DUNN plastered everywhere. Frankenstein and the Bride. MARTIN BECK THEATER — NIGHT The Marquee reads: BRIDE! Over it. PETER --MJ. I bet you'd really get into it. She's the understudy and she's making her big debut in fifteen minutes. then starts away. She's in this musical.

THE ROLE OF ELIZABETH FRANKENSTEIN WILL BE PLAYED BY MARY JANE WATSON. We're with two of the ladies. As they enter the lobby. ROSE Wouldn't you know it. . Tugs it out. NEBO CENTER FOR ASSISTED LIVING. SOPHIE and ROSE. Rose notices a leaf of paper poking from the program. ROSE What's this? THE PIECE OF PAPER DURING TONIGHT'S PERFORMANCE.A tour bus pulls up in front of the theater. The nameplate reads: MT. Sixty dollars a ticket and we get the understudy. A BUNCH OF OLD LADIES file out. they are each handed a program.

Actors loiter in the wings. THEATER . lounges beside her. MJ WATSON sits at the mirror. The door to the dressing room opens. calm where she's worried. ANOTHER ACTOR'S . the actor playing HENRY FRANKENSTEIN. We travel down the wings. past actors and crew who crowd the stairs. acting is reacting. Clearly troubled rather than nervous. MJ turns expectantly. RENARD Just remember.SOPHIE Deirdre's probably in rehab again.BACKSTAGE . She's in costume as Elizabeth Frankenstein and holding a blond wig in her hands. RENARD. down to the dressing rooms. He's very good-looking. INT.NIGHT Frenetic stagehands make last minute changes. MJ Got it. making little adjustments to her makeup.

Somebody must have called . Big theatrical smile. They heard about your big debut. MJ How did they hear? RENARD I don't know. From New York 1. Renard pulls a chair over. costumed as an Angry Villager.there. RENARD Hey. cheer up. MJ (cont'd) Did you check Will Call? ACTOR The ticket is still there. Puts on the wig. sits down right beside MJ. There's a TV crew here. MJ looks sad. The show must go on. tugs it straight. you know. and smiles at herself.

them. ACTOR Eh. act. Somebody who likes the way you. but I guess he doesn't. I thought he might want to see my debut. who is he. ACTOR Boyfriend? MJ No. who needs him? MJ . Just a friend. No-Show? MJ A friend of mine.. He brushes a flake of mascara from her cheek. your Mr. Flirting hard.. RENARD (cont'd) So.

You can't go in there. Runs up to the theater door. PETER But I-- USHER . Who needs him? The STAGE MANAGER comes in. STAGE MANAGER MJ? You ready? I/E. Points to a sign which confirms this. THEATER — NIGHT Peter tears into the lobby. A burly USHER stops him. Nobody seated once the performance begins.(resolute) That's what I say. USHER Whoa.

USHER And as far as I can tell. she is a very nice young lady.It's to help maintain the illusion. But I have to get in there. You can go in at intermission. (beat) Nobody seated once the performance begins. PETER I understand. Mary Jane Watson is a friend of mine. PETER When's that? USHER (checks watch) About forty-two minutes from now. MJ'S CAST HEADSHOT .

INT. Right in the front row." MJ emotes back at him.NIGHT MJ as Elizabeth with Renard as Henry F. THEATER — LOBBY . Back on MJ. INT. "I Created A Man. She sings. a glaringly empty seat. THEATER — ONSTAGE . Just kind of amazed by how pretty she looks. Spider-sense TINGLES. A little sultry. OUR TWO OLD LADIES .Nice picture. Henry is singing his big number.NIGHT It's on a wall by the front doors. SIREN in the distance. Her gaze strays toward the house. Peter's gazing at the picture. Faint SQUEAL of tires.

Then keeps on going downtown. INT. Peter ducks out into the street. Then back to the avenue. Smashes into a car. In traffic. THEATER — NIGHT SIREN is louder.Way at the at the back of the house. Pete. one two three police cruisers. Skids. . PETER It's not your problem. Something is happening and he needs to stop it. A CAR flashes through the intersection of 45th and Ninth. It's not your problem. Two seconds later. It's the police's problem. Then another. Then at his watch. It's coming from over on Broadway. Peter looks back at the theater. ROSE She's terrible. Driving way too fast.

Manages to get them both out just before the car slams into a big construction site dumpster and EXPLODES. Lands on the car. EXT. webs up the Driver's gun. like Spider-Man didn't see that coming! Spider Man flies elegantly through their fire. NINTH AVENUE . It's a rag-top. Oh.NIGHT "CAR CHASE" SCENE (CC) The car roars down the avenue. Pins them to light posts and hangs them out for the police. In the end he crawls under the car. Two in the back with machine guns. Is thrown off. weaving in and out. CONSTRUCTION SITE . Snags the two shooters. comes over top. Keeps coming back. THREE GUYS.EXT. The cruisers in pursuit.NIGHT . Shot at. Now Spider-Man turns to the DRIVER.

One leads him away. His head snaps left. . Spider sense TINGLES. The other looks up at Spider Man.TWO POLICEMEN come running over. swings back toward the theater. He fires a web and swings back uptown. SPIDER-MAN Duly noted. NINTH AVENUE . POLICEMAN 2 It's a lot safer in jail. Spider-Man lowers the poor bastard down to them on a line. Spider-Man! EXT. They grab him and cuff him.NIGHT Spider-Man. POLICEMAN 2 There's no way I can not arrest you for that. headfirst.

Two big BRUISERS rush him. Peter falls the last four feet or so. Spider-Man plummets to the ground. the flash of a sniper's rifle.Atop a building nearby. It goes slack and Spider-Man falls out of the sky. A bullet snips the dragline neatly in two. The next instant a shot rings out. One carries a pair of heavy-duty handcuffs. The webbing peels the entire top sheet off the billboard. They're on him. He stops falling. Right under him. Fires a web that snags a small billboard across the street. Moving like a diver he twists around. . Manages to arrest his fall. A MOTHER is pushing TWINS in a stroller. MOTHER Maniac! Idiot! Peter stumbles to his feet. Nearly hits the TWINS. slamming his shoulder into the pavement. in a single piece.

They're big. KID You in for it now. what. six guys together. . That's like. Spider-Man looks down. look. Nobody steps forward. There's nothing there now. we could take him. It's the ten million dollar man. But he doesn't step forward. but Peter handles them easily with a little fake kung fu. Scans the skies over Ninth Avenue. Come on. Most just staring at him like hungry dogs.) Hey. All quiet. two million apiece. Then a little kid steps forward.S. And sees that a crowd has gathered around him. TAUNTING MAN (cont'd) We get five. Twelve or thirteen. Then he looks up. TAUNTING MAN (O.

New York.$10. The same usher stands there. SPIDER-MAN Ten million dollars. Ready for Peter. I should arrest myself.. Bounds right over them and then into the night. .000 REWARD.NIGHT Peter comes tearing back in.The kid hands Spider-Man an early copy of tomorrow's Bugle. SPIDER-MAN (cont'd) Give it your best shot. THE PHOTO PETER SOLD HIM TODAY (captioned SPIDER MAN ASSAULTS NUN!!!) and THE HEADLINE: WANTED -. The lobby's ominously empty. MARTIN BECK THEATER — LOBBY . INT.000.

In reply the usher just crosses his arms. Peter perks up--no. EXT.PETER Tell me I didn't miss intermission.NIGHT MJ is having a deep scene with the Monster and the Bride. Her friend is sound asleep. PETER MJ! . THEATER . one of the old ladies watches. THEATER . expressionless.STAGE DOOR Peter waits. INT. watching the door. Then she's there. Some actors come out. At the back of the theater. just before the tragic conclusion.

are you? PETER . Please. He goes after her. She keeps going. is pierced through by the sight of him--and keeps walking. PETER (cont'd) MJ. MJ You know. He takes her by the arm. She shakes it off.She turns back to him. MJ Well. I believed you. On second thought-.She sees him. when you said you wanted to be friends. She isn't going to even speak to him. then you aren't a very good friend. PETER I do want to be friends.

Is she softening? Peter will never know. PETER (cont'd) MJ. I'm sorry. MJ But you missed everything! All of it! Why didn't you come in at intermission? Peter doesn't know how to answer this. RENARD . She looks at him. I was a little late. I do want to be your friend. I got here. I mean. Checks out Peter. PETER Well--there was an accident--in the street.I tried. They wouldn't let me in. Please. Starts away again. Renard comes out of the theater. MJ. can't lie fast enough. I went to get a picture and-- She doesn't want to hear it.

Good night. PETER MJ. MJ Renard's just a friend. Which I'm not. Her look says.are you. You were wonderful. Renard gives Peter the fisheye and then walks off. See? You could lose me. Gives her a big hug. MJ is staring right at Pete. No. Why. You aren't-. MJ. When he lets go. Do you wish I was seeing somebody? Would you like to get rid of me and for all? PETER MJ-- MJ No. (beat) ... I think you enjoy this idea you have that I'm going around carrying a torch for you.

I might even fall in love with somebody. How much I-- MJ No. PETER MJ. Peter. that's right. His PAGER goes off. . fumbles with it. I've known you since the first grade but I don't know anything about you. And then what will you do? She's angry. Tomorrow. You don't know how much I think about you. I'm not seeing anybody. He looks like he thinks she has a right to be. You don't know. But you know what? I might meet someone.No. And then nobody will be carrying a torch for you. He's embarrassed. I don't know anything. Six inches of air separates him from having her. Looks into her eyes. Peter takes a step toward her.

Not so quietly losing it. EXT. It's Aunt May. what's the matter? Why are you crying? INT. worried. PETER Aunt May? Aunt May. It's--oh.SIMULTANEOUS Aunt May's in her bathrobe. MAY What's the matter? I'm going out of my mind. She hardly ever pages me. PAYPHONE . Typical. that's what the matter! I can't take it any more! . sitting at the kitchen table. AUNT MAY'S HOUSE .NIGHT Peter's on the phone.PETER Sorry. I better-- MJ watches him go.

and runs back down to the alley where he left MJ. not crying. PAYPHONE .SIMULTANEOUS Peter is distressed. Nice plate of . I'm coming. PETER Okay. TRIBOROUGH BRIDGE .NIGHT Peter races out to Queens on his lousy motorcycle. in a pool of light. Aunt May. AUNT MAY'S HOUSE .EXT. EXT. He hangs up. Scarily still. INT. Aunt May's just sitting there. settle down. But she's gone.NIGHT Peter comes running into the house at top speed. holding a cup of tea. okay. tears into the kitchen.

I don't know what it is. Buzzing all around the house. PETER All right. I'll take care of it.cookies beside her. PETER A fly? MAY A fly. a bee. it's driving me insane! Who can sleep with a racket like that? Peter: Okay. MAY . PETER Aunt May? What-- MAY There's a fly.

His eyes dart to a porcelain shepherdess holding up a forty watt bulb and a gilt-edged shade. There on the shepherdess's bonnet perches a big fat juicy fly. AUNT MAY'S HOUSE . AUNT MAY'S HOUSE . I don't know where it is. PETER It's in the bedroom on your lamp.BEDROOM Peter steps into the bedroom and closes the door behind him. his hearing spider-sharp. She gives him a look. but I can't.KITCHEN Aunt May hears the THWING of Spidey's webbing and then a . how did he know that? INT. Peter cocks an ear. If we could detect such things.I tried to kill it myself. we would sense that the fly feels a sudden alarm. INT.

I know you must think I'm losing my mind. MAY I'm sorry.SPLAT. MAY Something on your mind? . PETER Mission accomplished. Peter. It's just-. PETER He was a handy guy to have around. (beat) I never realized how much I depended on his advice. looking satisfied. Peter emerges from the bedroom. A beat.your uncle always killed the bugs around here.

You have to let yourself mourn.. I know that.. . (taking a chance) I've seen the change that has come over you since Ben died.. you know. Guilty. Peter. But I-- MAY Peter.. PETER Yeah.PETER Well-- MAY You could talk to me.? I don't. What do you mean? MAY You have to grieve him... Peter looks startled. PETER Change. Everyone has.

Weight of the world. I mean. (beat) I wish I could. Sighs. He takes one. PETER I'm having a very hard day. She slides the plate of cookies over to him. MAY What? PETER Oh--no. MAY Sooner or later. Peter nods. It might as well be now. Yeah. Chews it. you're right. I know. you have to let it out.PETER Oh. Peter. . Sits down. Aunt May.

I can't mourn Uncle Ben. Aunt May. About how Uncle Ben died. MAY What? PETER . I don't have the right. I can't cry. not me. You don't knoweverything there is to know. The guy who-that punk. PETER No. Of all people-- PETER Of all people. Aunt May.MAY Go ahead. Cry. (deep breath) I had a chance to stop him. MAY Don't be silly. Peter.

A little confused. And I could have stopped him easily. Turns and dumps all the lovely cookies into the trash. that's when Uncle Ben was waiting for me and this guy went up to him and. maybe. And I knew it. I ran into him. She's just looking at him.The guy. She sits a moment longer. He was robbing this place. PETER (cont'd) And then like an hour later. Because at the time it didn't seem like my problem. Quiet .. I guess I can understand how you didn't want to tell me this.. MAY Well. Then she stands up and takes the plate of cookies away from him. But I let him run right past me. A couple of hours before he shot Uncle Ben. Dry-eyed.

Peter tries to put his hand . then brings it down against the counter. PETER Aunt May? She swings the china plate above her head. it does seem to be something fairly unforgivable. MAY Damn it! She crouches stiffly and begins to pick up the pieces. she cuts herself. It shatters. Peter goes to help her but she pushes him away.fury. As she tosses shards into the trash. Pokes her finger into her mouth. MAY (cont'd) I mean. MAY (cont'd) Ow! Damn it. on the surface.

Then it actually bursts into flame. MAY (cont'd) Get away from me. your motorcycle is on fire. PETER Aunt May-- She ignores him. EXT. As he slows in some traffic. vacuuming. . the bike begins to backfire and throw sparks. He turns and walks out. Get out! He backs away. Steely eyed. butthead. One leans out of a passing car. Fellow motorists honk at him.NIGHT Peter roars back to the city. FELLOW MOTORIST Yo.on her shoulder. BQE . She takes the Dustbuster from the broom closet and begins noisily to bust dust.

With the aid of a .or being shot at! Peter stands over the corpse of the bike. Leaps off the burning bike. Contemplates the flames then starts to stamp them out.Peter scrambles over onto the shoulder. watching a tape of Barbara Walters interviewing the his father. OSBORN/PARKER APARTMENT — NIGHT Harry is lying on the couch.cross town without bursting into flames-. INT. This quickly devolves into a vicious kicking. PETER Stupid frigging piece of junk! Why can't I have one thing in my life that actually works! Fellow motorists slow their cars to watch as Peter's spider strength renders the bike a heap of junk in seconds.even-. heart POUNDING. PETER (cont'd) Can't-. Then turns and starts to limp home along the median.

Norman Osborn sheds a single shining tear. PETER (O.shaker of martinis. And a little amber prescription bottle. Peter drags his sorry ass in the door. too. Onscreen. Harry is crying. HARRY I made martinis. god damn it. He's a wreck.) Harry. muffled through the blast shutter over the door. let me in! Harry picks up the remote and punches in the code. PETER I see that. The barrier goes up. THUMPING from outside.S. HARRY .

Here we go. PETER . PETER I probably could. He points to the bottle of pills. Chomsky. But no. PETER (cont'd) What are those? HARRY Dinner. brother. thanks. then sits down beside Harry. HARRY Have a drink. PETER'S FACE Oh. You look like you could use one. He takes a deep breath.That's the only time that man ever cried. Courtesy of Dr.

I'll take care of the rest. . They sit and watch the tape of Norman Osborn. HARRY (cont'd) Pete. Barbara is laughing. you're right. Peter looks at him.I'm sure he doesn't want you taking them with alcohol. Harry just keeps staring at the screen. Now Norman is his old in-control self again. He almost got killed today. She'd probably be very disappointed in me. PETER I can't. telling Barbara Walters a story. No. Just tell me where to find him. HARRY She. Tell me where you meet him. He broke off contact with me. That's all you need to do. He said I've made it too dangerous for him.

mad glint of the TV in his eye. Your uncle. too. did I say bounty? I meant reward. A strangely familiar laugh. now. It . (beat) Who do you think put up the bounty? Onscreen. People get murdered.HARRY I know. what you're talking about is-- HARRY Murder? Maybe. Pete. PETER Bounty! HARRY I'm sorry. PETER Harry. My father. Norman Osborn is laughing. His goblin grin is reflected for a moment on his son's face.

no problem. PETER . Harry's eyes fill with static. Peter gets up. PETER I think--it would probably be best for me to move out. Aziz fired me today. The tape goes blank. HARRY You'll find another job. I can't afford to pay you rent anymore. HARRY What? Because of what I said about Spider-Man? Pete. don't be-- PETER Mr.happens. I'll carry you until you do. Harry. So. And I can't work for the Bugle anymore.

PETER Harry. Grinning a twisted grin.. He starts to walk out. You wouldn't want to be a sniveling little do-nothing freeloader. forget it. Let's not--ah. Like me. come on. HARRY (cont'd) Well.. HARRY No. that's right. Harry sloshes upright. drunk and stoned but still Harry. HARRY Pete? Harry sits up. where are you going to go? Home to Aunt May? .I couldn't let you do that.

. Video coverage of the lecture.NIGHT Otto lies in a steaming bathtub. recuperating from his show. Nothing happens. could you please let me into my bedroom? INT. Tries to open it. Nice tub. OTTO'S LOFT . Octavius said. range from handling nuclear waste to . BOY TALKING HEAD . He climbs up to his bedroom door.PETER No. PETER (cont'd) Harry.potential applications. On the news: His performance. I don't think I'm so welcome there anymore. Pushes some buttons.. of Otto strutting around the stage. TV flickering in the wall. good cigar.

We see several shelves of DVD archives arranged above the recorder. GIRL TALKING HEAD (cont'd) . He leaps out. The girl talking head comes back on. On TV. Jim. At the words "Spider-Man" Otto sits up in the tub. it seems that Spider-Man is finding New York to be a very tough town. Otto zooms in on it. GIRL TALKING HEAD Speaking of creepy crawlies. Jameson is there. Otto hits the record button on his DVD-R. the incident is reported.detonating underwater mines to the exploration of outer space. and pads over to the television wall. ranting. We see the headline about the reward. Then there's a shot of Spider-Man scaling a wall. watching with a scientist's eye. dripping.

said that the role will be played by Miss Dunn's understudy. We see that it is labelled: SPIDER-MAN 5/24/04. GIRL TALKING HEAD (cont'd) . MJ is being interviewed. Otto pops out the disk. in makeup.. Files it on the shelf. fits it into its box.. Mary Jane Watson. currently playing the lead in the popular musical Bride! would be taking a temporary leave of absence for some well needed rest. All of the other disks are labelled the same way..It was a scene right out of All About Eve tonight when a spokesman for Deirdre Dunn announced that the Broadway star. They go back for a year. scrawls a label.. MJ (ON TV) . backstage. Otto's attention is drawn to the screen again.

DAY The newspaper sits atop a pile. EXT. A dollar bill comes dangling down on a thin silky thread. The NEWSVENDOR watches openmouthed as the paper is tugged gently skyward. glistening. Towels off his hair. each capped with a rubber seal. watching MJ's lovely face.Well. We pull back and reveal as we do so his four backjacks. NEW YORK STREET . INSERT The next day's Bugle: NEW YORK TO SPIDER-MAN: DROP DEAD. EXT. this is great opportunity for me.DAY .LAMPPOST . THWIP! A fine mesh of webbing spreads across the edge of the paper. but mostly I just wish for a very speedy recovery for Deirdre. but somehow softened. NEW YORK STREET — NEWSSTAND . Otto's gaze remains scientific.

Crumples it up. Opens it and peers inside. EXT. Stuffs his gun into his waistband. SPIDER-MAN You shot someone for nineteen dollars? That's-- Out of nowhere looms a huge OBJECT. A jet of webbing catches his left arm and pins it to the wall.DAY A THUG runs out with a sackful of money. Spider-Man picks up the bag. heading for his skull. Another catches his right arm. then THWIP-THWIP each of his legs at the ankle.Spider-Man crouches atop the lamppost. He's pinned and struggling. A GUNSHOT. scanning the paper. A SCREAM. KOREAN GROCERY . TINGLE of spider sense. He drops the bag. . A wet impact. Head snaps to the left.

Here. Picks up the bag of money. YOUNG MAN You're under arrest. Spider-Man wobbles. Sags. The GROCER comes running over. . He jabs the grubby pile of bills toward Spider-Man. GROCER What's the matter with you? He's a good guy. wielded by a pair of YOUNG MEN. I'm sorry. Screams at the young men. A neat stack of watermelons behind them. A bloody patch on his upper arm. SPIDER-MAN (to Grocer) Thanks. A SIREN. Spider-Man.It's a WATERMELON. Spider-Man closes the Grocer's hand around the money.

They all go down in under three seconds. QUEENS . .FILIPINO CULTURAL CENTER . A thick strand of webbing lances in and SMACKS the gun of the Lead Hood. Then swings it into his temple. A black Volvo pulls up. knocking him cold. SPIDER-MAN Stands in the doorway. conking the Second Hood on the head. Snatches it from his hand. BINGO HALL . wielding the web like a lariat. Spider-Man takes to the sky.NIGHT Two hundred frightened but outraged old Filipina ladies relinquish their bingo money to the pillowcases of the hoods. INT. The gun flies through the air.NIGHT Dusk outside Bingo Hall. EXT. Five HOODS pile out and go running in. then the Third.As the police run up. Fourth and Fifth.

JJJ'S OFFICE — NIGHT JJJ's working late. OLD LADY Ten million dollars! They start toward him. One says: NOWHERE TO RUN TO.NIGHT He stumbles free of them and then leaps to safety. bludgeoning him with their handbags. Studying two alternate front pages. CRASH!!!!! A blizzard of broken glass. Hard to read their expressions.The old ladies turn to Spider-Man. BABY. . He waves his fingers. and then they're on him. The other says: NOWHERE TO HIDE. JJJ ducks under his desk as the avalanche comes down. BINGO HALL . INT. INT.

Spider-Man drops down through the skylight over JJJ's desk. Picks up the cocoon. SPIDER-MAN Is that S as in "shut the hell up"? He slaps a gob of webbing across JJJ's mouth. SPIDER-MAN Got a minute? JJJ picks up his phone. Code S. Code S. Spider-Man sticks the cocoon under his arm and leaps to the . Repeat. encases him entirely. in a few seconds. Sees Spider-Man standing there. Jams in the straw about where JJJ's mouth should be. JJJ comes out from under the desk. Takes the straw from JJJ's Big Gulp. JJJ This is Jameson. Garbled CURSING. Punches a button. then. A slick pupa.

Out a window. upside down. . But getting me killed. Cringes and pulls back. I'm fine with you hating me. JJJ creeps carefully away from the edge. JJJ I-. ROOF OF BUGLE . EXT. Jameson. JJJ starts to rant but looks over the cornice and sees the street far below.NIGHT Spider-man rips the cocoon away. Afraid. Fear of heights.I'm acrophobic. Clambers across the newsroom. SPIDER-MAN Really. that kind of irritates me a little. I thought that was fear of spiders. I don't know. (beat) Look. over the astonished staff.ceiling. I'm even fine with you slandering me.

JJJ has Spider-Man on the defensive--backing away. You are a danger to this city.JJJ The Bugle didn't tell anybody to kill you. . But you know what I see? A vigilante. but I do. a muscle man. pal. His courage returning. I'm not fine with anything about you. JJJ (cont'd) Look. He starts to close in on Spider-Man. You come in here with your tight pants and your sticky fingers and you tell us you're a hero. You may not believe in old-fashioned ideas like due process and the rule of law. a gangster in spandex. What gives you the right? Because you're the strongest? That's not the country I'm from.

JJJ (cont'd) You need to get a life. A door SLAMS. pal." "Narcissistic. JJJ (cont'd) Where the hell were you? You're all fired. INT." "Messiah complex.NIGHT . Spider-Man looks at them. Then leaps over the side of the building. A DOZEN SECURITY GUYS pour out onto the roof. and is gone. OSBORN/PARKER APARTMENT . Did you see that story? Did you read what that lady said? "Delusionary. then back at JJJ. Seems about to speak. I hired a psychiatrist to do a profile of you." Translation: JJJ goes in for the kill. The security men run to the ledge.JJJ (cont'd) You know.

Peter has his stuff packed up. he's carrying out three suitcases and big laundry sack. Peter starts to say something. You can still do your wash here. you know. Harry comes out into the hall to watch him go. HARRY So. You're just going. then just nods. . HARRY You don't have to take dirty clothes. As he goes out the door. Peter stoops to pick it up. that's it. the laundry bag tumbles from the pile of suitcases. HARRY (cont'd) Where? PETER I found a place out in Sheepshead Bay.

Peter shrugs. Slowly the fingers reach for the lid of the machine. Peter doesn't look up. CHANGE in his pocket. LAUNDROMAT . reading a thick tome entitled Biomolecular Chemistry. PETER I need the big machine. A YOUNG MAN enters. Peter sits in a plastic chair. Makes a note in a notebook.NIGHT 3 AM. KEYRING JINGLING. PETER . carrying a laundry sack. Sees Peter sitting there. The man goes over to a machine. Deserted. Peter looks up as in slow motion the man walks. Spider sense TINGLES. earphones THROBBING in his ears. A pile of similar tomes beside him. INT.

YOUNG MAN (cont'd) The yellow light's flashing.No! The man gapes at him. YOUNG MAN Okay. . Peter lifts the lid. He shoulders the bag and hurries out. Take it easy. Pulls out the red and blue suit. Peter waits a moment. That's my machine. The man decides that Peter is mad. soaking wet. The OUT OF BALANCE light is blinking. PETER (cont'd) You can't use that one. He begins to stuff his clothes back into the sack. mister. then runs over to the machine.

CHOMSKY What are they about? HARRY I didn't think you guys handled dreams anymore. Two of them.INT. . a petite Korean-American woman. CHOMSKY They are. I thought that dreams were just brain garbage. DR. Chomsky. DR. But you can learn a lot about a person by going through their garbage. last night. DR. CHOMSKY Nightmares? HARRY Every night. DR. CHOMSKY'S OFFICE Harry sits facing Dr.

He closes his eyes. Just. and Norman Osborn steps out of the husk.AUDIENCE . Then with a horrible wet sound Harry splits open. The doctor stares at him.Harry thinks. right down the center. Real pain in them. Sighs. I don't want to talk about them. They're both smiling. Give me something to help me sleep through them. Reaches for the prescription pad. HARRY They're disgusting. INT. please. The real Norman starts to laugh his GOBLIN laugh. HARRY'S NIGHTMARE He's shaking hands with his father. BACK ON HARRY He opens his eyes. MARTIN BECK THEATER .

MARTIN BECK THEATER .CONTINUOUS . Watching. MJ I sucked! RENARD You sucked not. INT.Otto sits in the fifth row. Renard follows right behind.NIGHT MJ stalks offstage to lackluster APPLAUSE. THEATER . THEATER . DRESSING ROOM . INT. center. Dissatisfied.ONSTAGE MJ sings her big number." INT. INT. "The Mind of the Man I Love.BACKSTAGE .AUDIENCE Otto's entranced.

He points to a big bouquet of black roses. irritated all at once. She goes to them. intrigued. ." RENARD Someone doesn't agree with you or the Bugle. I do "manage to be both overstated and paper-thin at the same time. with a card. MJ The Bugle was right.MJ runs into the dressing room. Opens the card. flings herself onto a battered sofa. charmed. she tosses it toward Renard. MJ If Peter thinks he can… THE CARD It reads: I THINK YOU ARE BRILLIANT. There's a Bugle lying there.

O.?" RENARD Oh oh. but keeps a certain distance. OTTO Miss Watson? She turns. He doesn't want to frighten her.O. I--I sent you those flowers.O. carrying the flowers. EXT. startled but somehow having expected it. Otto approaches. MJ "O. . too. He's dressed with a sharpness that is only slightly funereal. OTTO (cont'd) I'm Otto Octavius. MARTIN BECK THEATER .NIGHT MJ is walking out.

MJ No! I mean-- OTTO I won't bother you again. Excuse me. I'm sorry. OTTO I hope that wasn't out of line. Not so much embarrassed as disturbed by the failure of his experiment. MJ Wait! Slowly Otto turns back. He turns and walks away. MJ (cont'd) . Shaking his head.MJ Oh oh. Was it? It was.

It was beautiful. About your being in this show.I loved the flowers. Honestly. I don't really know him very well at all. You were brilliant. But he's the one who told me about you. OTTO . I meant it. Unfortunately the drama critic of the Daily Bugle doesn't agree with you. Of a friend. Which I loved. MJ Thank you. I've been sort of hoping somebody might send me flowers. OTTO Peter Parker? MJ Yeah…? How do you…? OTTO Peter's a friend.

A long beat goes by. Otto stares. The bubble of weirdness between them pops. MJ salutes him with the roses. MJ and the roses go very well together. We can almost hear it. She likes this. OTTO Do you believe in the value of boldness. Inner turmoil visible. She turns to leave.The man is a well-known idiot. MJ Really? OTTO (has no idea) Legendary. MJ Thanks for these. Miss Watson? MJ .

This is a big yes for her. Faintly but disturbingly tentacular.At all times. OTTO I like to eat with my hands. Not because she doesn't want to. Right now. MJ hesitates. OTTO Have dinner with me. because she does. Wow. MJ Ethiopian. . MJ Where did you have in mind? OTTO There's this Ethiopian place on West 47th. I've never-- He wiggles his long elegant fingers.

NIGHT A lovely server settles an enormous platter of doro wat and other fine and strange foods before them. Warily. MJ less sure.INT. After a moment MJ tears off a piece of njera and joins in. MESKEREM ETHIOPIAN RESTAURANT . Otto digs in. Look at that. She looks right back at him. MJ It's very… colorful. OTTO Yum. Otto is delighted to see it. Otto watches her. . OTTO Well? MJ Strange but good.

(self mocking) Not right now. RESTAURANT . It's supposed to be funny but he just nods. Let's talk about you.OTTO You were telling me about your mother. MJ I know I was. Tasha. anyway. OTTO Not to me. You seem like a much more interesting person than me. serious. and I'm sorry. OTTO And did you have a dog? MJ When I was little. She--no. She's finishing a story. INT.LATER They are sitting closer to each other. I am .

. MJ Try me.not going to tell you about my childhood pets. It sounds fascinating. Come uptown. I'll show you the lab. OTTO I'll tell you what. I'll show you the rig. I couldn't-- OTTO Boldness in all things. OTTO I could describe it to you. It's your turn. But you would never believe it. Tell me about what you do. That's enough. MJ Oh. Right now.

(beat) It's a little freaky. ANANSI PROJECT LABORATORY . KEY in the door.INT.NIGHT The darkened laboratory. a malign orchid. All the lights go on as Otto ushers MJ in. OTTO That's it. She gets that he has feelings for his machine. of course. She notices the rig right away. or a 1971 Chevrolet Barracuda. MJ It's beautiful. The way that a man might be in love with a ship. Machines softly interrogate one another. . Slash of light. MJ Is that it? Otto is in love with the rig. It hangs in its dock.

The one with a somehow crafty expression in its staring black sensor. I taught myself calculus when I was nine. POV . MJ. You should probably know that about me.OTTO Well. yeah. MJ Okay. Freaky. I was a chess grandmaster at fifteen. THE RIG One of its heads. OTTO I am not like other people.THE RIG As Otto "comes out" to MJ. I'm a freak of nature. I'm a little freaky. I'm not like anybody you've ever met. I don't .

I'll bet that was you. Now it's watching MJ. I'm all right with it. MJ I knew a kid like that. OTTO (cont'd) Today. smiles. Which is this thing you see. I accept that I was given the gift of intelligence for a purpose. The rig. THE RIG Deep in its sensor.say it as a boast. Otto's . I've learned to embrace being a freak. It was hell on earth. I had to fight every day of my life. huh? MJ looks away. a diode pulses. OTTO But there was always that one pretty girl who also managed somehow to be nice.

faster. A touch of the bridegroom. yes. OTTO (cont'd) What does it do? It improves you. MJ You mean it makes you stronger? OTTO Stronger. I feel . When I'm jacked in. Much smarter. Takes hold of one of its hands. She laughs. He goes over to it. It makes you better.Octopus. it cuts hair. well… do? OTTO Oh. but also smarter. MJ What does it.

like my grasp finally equals my reach. I can feel myself--expanding. Not just my physical grasp but my mind, my heart, my soul. I feel enlarged by the experience. And it feels right. Have you ever felt anything like that?

MJ I thought so. One time.

She goes over to the rig. Slowly extends her fingers toward the nearest head. As her fingers draw nearer the diode pulses and we begin to fear for the fate of her fingers. Her fingertips touch-- the eye goes dark.

MJ (cont'd) When you say "jack"…

OTTO There are four shunts that interface directly with my central nervous system. I wear it. But it's also wearing me.

He reaches up and takes hold of the latch, with its spirit level bubble.

OTTO (cont'd) This is the neural integrity seal. The latch, basically.

MJ Does it hurt?

OTTO The system delivers a steady dose of pain blocking endorphins the whole time I'm in it. Which so far has never been longer than a few hours. The goal is a permanent interface. Of course the idea of a permanent human/machine integration makes some people uneasy.

Granted, MJ's looking a little uneasy. Otto fingers the Latch.

OTTO (cont'd)

The Rig is designed to seek to implement a systems merger with the host. Unfortunately, so far, my flimsy human tissue's not up to the challenge. Not yet. We're working on that.

MJ is freaked, and fascinated.

MJ So you have, like... holes? In your back? Permanent ones?

OTTO Want to see them?

Daring her, a little bit.

MJ Not really, but yes.

He turns. Unbuttons his shirt. Lowers it. Four black glinting discs in his back. Freaky but beautiful.

MJ (cont'd) Whoa! Okay. Thank you. Very nice.

He pulls up the shirt, rebuttons it, turns. Shirttails hanging out.

OTTO It's late.

MJ It is.


A FINGER scans the names. Stops at WATSON. Press the BUZZER.


Peter's standing there. Dressed up. Holding a single red rose. He waits. There's no answer. He checks his watch; it's late. Then cue the TINGLE of spider-sense. He whirls, hears FOOTSTEPS, VOICES.

MJ and Otto approach the building.

Peter's face as he registers the voices: alarmed.


On the front step as MJ and Otto approach. Peter's not there. MJ turns to Otto, carrying the big dark bouquet.

MJ Thank you. I had a really nice, really interesting time. And thank you for the flowers.


Clings to the side of her building, upside down. Takes the single cheap rose from his teeth. Looks at it.

OTTO So, maybe it's out of line. For me to ask you this. But I don't want to make a

fool of myself. Are you seeing Peter Parker? Because if you are.

MJ No. I was. But he wouldn't… He couldn't... He just couldn't.

OTTO It's really none of my business.

But he looks pleased with the information. He holds out his hand.

OTTO (cont'd) Good night.

She takes his hand, then plants a kiss on his cheek.


Watching the kiss. It's breaking his heart.


NIGHT As Otto walks through its beam we notice a dark shape crouching on the stanchion.NIGHT As Otto turns and starts back across town. MJ'S BUILDING . . A skip in his step. Stunned at her own brazen behavior. Watching.NIGHT The domed building where it all began for Peter.Turns and lets herself into the building. SCIENCE BUILIDNG . LAMPPOST . EXT. INT. MJ'S BUILDING . Feels like dancing with a lamppost.LOBBY . EXT. A cybergoth Gene Kelly.NIGHT She presses herself against the door. EXT.

NIGHT Peter creeps down the hall just outside. Hears echoes of that afternoon a year ago. He sits down.NIGHT The great central hall. Thoughtful. INT. TINGLING. buries his face in his hands.A shadow from the shadows leaps onto the domes.COUPLING THE RIG 1) Otto lowers the Rig into position. SERIES OF SHOTS . It's Peter. then his face breaks. He walks around. A WHIRR. ANANSI PROJECT LABORATORY . INT. He looks down at his hand where the spider bit him. We HEAR the unmistakable WHIRR of the rig. rubs it. . Chokes up. SCIENCE BUILDING . The spider cages are empty. It's deserted and dim. he looks up.

Can't quite see what his fingers are doing. Sinking in. He strains. His fingers can't reach. tenderly. Gives up. One of the 'pods reaches toward his face and. Otto reaches back to twist the Latch. watching. Then-- --a 'pod reaches in for the Latch and TWISTS IT. 3) Otto steps into the Rig. quivering. GASPS. Can't reach. strokes it with steely finger. then lets go as blessed relief floods his features. Engages the coupler. A WHINE of hydraulics. Otto .2) The Rig watches. grunting. The 'pods hone in on the sound at once. The irises of his eyes spiral out. Peter. Starts to press the decoupler. expressionless. Otto flinches.

looks over.

OTTO Who's there?

Peter steps out of the shadows.

OTTO (cont'd) Parker?


OTTO (rattled) What the hell are you doing here?

PETER I wanted to talk to you. But I see you're--what are you doing?

OTTO I was just--uh. Celebrating.

PETER You use that thing... recreationally?

OTTO It helps me relax.


Peter sits across a desk from Otto. One 'pod puts on a CD. Two others are busy pouring two cans of Coke. Peter eyes the 'pods warily. Otto taps at the keyboard of his computer.

OTTO The viral delivery system we were using in the superspider project.

PETER That's right.

Otto hits a few more keys.


That's why you came here.

PETER What other reason would there be?

Otto shrugs.

OTTO Here. Yes, we were using a modified arbovirus. Highly infectious in spiders. We replaced the nucleonic RNA with whatever we wanted to code for and the virus did the rest.

PETER Is this arbovirus infectious in humans?

OTTO It could be. If we had wanted to introduce spider material into a human, I suppose we could just have just gotten one of the little critters to bite--

Staring at Peter. Understanding without knowing.



It watches Peter and Otto, pulsing softly.

OTTO Why do you want to know?

PETER I'm just curious.

As Peter says these words:

They are processed by the suit; it subjects them to a


The pattern is scanned and designated COUNTERFACTUAL.


begins to blink on one of the pods.


The ROUTER begins to blink in kind.


Windows pop up, running archive footage of Spider-Man: climbing, swinging, leaping.

Another window: Superspider Inventory: 1 through 15. Number 15 flashes: LOST.

But Otto's not even looking at the monitor; he doesn't need to.

OTTO Spider-Man's a friend of yours, isn't he?

Peter starts to play the question off.

. OTTO We lost a spider. If.PETER No.. I wouldn't know. Is that what happened? And transferred the viral genotrope in its venom. it bit him. Kind of a quiet guy. The 'pods billow and arc. not a friend-- OTTO Know anything about him? PETER Not much. . OTTO Know if he was ever bitten by a spider? PETER He might have been. He's advancing on Peter now. by chance.

horribly disfigured. because. Up close. To see if there's any way to-- OTTO Why didn't he just come himself? PETER Huh? Oh. That's why I came to see you. He's. uh. it isn't. he has these little hairs all over him. and compound eyeballs. (shudders) It's like. He's sick of it.OTTO (cont'd) That's great! It's a conceptual breakthrough! PETER Not to him. That's why he wears the mask. And the smell! OTTO .

PETER Parity? . A tiny bit of circuitry--a spider-mite of silicon.Unfortunate. No way to control the process. relying on a bite. You seed it with a sample of the material you want to defend against. PETER What is it? OTTO It's basically an immune system on a chip. I call it a parity chip. He reaches into a tray behind him. I suppose. Holds up a tiny ziplock bag with a speck inside. (beat) He could probably use one of these eventually. Peter leans in to look. and it pumps out antigens.

implant it. OTTO (cont'd) This is just a prototype. There it is. His eyes stray up to: AN AIRVENT IN CEILING Conveniently located just over the tray. He tosses the chip back onto the tray. the little baggie. I'm hoping to use this to boost my body's immunity. The Rig is so powerfully integrative that right now it overwhelms my own systems. and knock out the genes that are coding for his spider traits. We're not in fab yet. . Peter regards the tray. In theory your friend could seed this with some of his own spiderized DNA.OTTO Equilibrium. His salvation.

OTTO I had dinner with Mary Jane Watson tonight. OTTO Terrific girl. I know. Yeah. THE AIRVENT A tiny thread drops from it. asleep in his chair. ANANSI PROJECT LABORATORY . Otto is at his workstation.NIGHT The Rig is back in the coupler. PETER Oh. All quiet. INT. Peter looks back. caught by surprise. PETER Agreed. Weighted with little suction .

CLERK A Y-gauge. The little fishing line drops into the tray. I need some soft tissue xx. what are you trying to treat. VETERINARY SUPPLY STORE . Bounces. trying to appear nonchalant. Misses the baggie. Bounces again. Snags it. INT. THWIP! The baggie shoots up into the air and through the slats of the vent.DAY Peter walks in. CLERK Can I help you? PETER Yes. And a Y-gauge syringe.cup of webbing... a rhinoceros? . hello.

PETER'S ROOM . Ditkovich lays down his cards with a sigh. DITKOVICH'S HOUSE . subtitled) The new roommate. . (beat) Really big spider. SOMETHING BREAKS. INT. Then at Ditkovich. Sweeps everything off the top of it. They go back to their game. for money. HUGE CLATTER. DITKOVICH is playing cards.NIGHT Peter drops a box filled with lab supplies onto his tiny desk. DITKOVICH (in Ukrainian. They all look up at the ceiling.PETER A spider. DITKOVICH'S HOUSE . with his Ukrainian cronies.NIGHT A tiny house in Brighton Beach. INT.LIVING ROOM .

A box of Morton's kosher salt. A bottle of vodka. A hot plate with a saucepan of boiling water. DITKOVICH Mr. PETER Yes! Everything's fine! Sorry! He decants some of the steaming saline into a tube. .NIGHT Ditkovich calls up as we climb the stairs and start down the upstairs hall. INT. adhesive tape. pipette.DITKOVICH (cont'd) (in Ukrainian.NIGHT Peter is wiping down the glass surface of the desk with Clorox. alcohol. Parker? Everything is all right? INT. We see: gauze pads. subtitled) I think he took my vodka. PETER'S ROOM .STAIRS . DITKOVICH'S HOUSE .

SERIES OF SHOTS . Pokes it down into the tube. BEN (O. He stares into the whirling fluid in the syringe. 2) Peter Parker sits despondent in Otto's laboratory. watching him die.THE SYRINGE In its swirl: 1) Spider-Man careens like a maniac through Greater Manhattan airspace. Holds up the BIG NEEDLE. The chip is sucked in along with it. Then he picks up the chip with a clasp.) .He picks up the pipette. Jeez. 3) He crouches at the side of Ben Parker. Smears the tissue against the chip. and draws in the fluid. head in his hands. scrapes at the inside of his cheek.S. Drops it into the tube.

PETER You don't know what it's like. baring his . I get that. PETER (cont'd) I'm not going to lose Mary Jane because of Spider-Man. or I can have a life. You don't know how it feel to be such a freak of nature! Okay. Uncle Ben is sitting on the bed behind him. No guilt. At least by my death. Tosses it back. And drawing a deep breath he jerks up his shirt.I thought I'd taught you the meaning of responsibility. I can be Spider-Man. A normal life. That's the part of all this that makes me the saddest. No freak show! With his free hand he pours a shot of vodka. Uncle Ben. But you know what comes with no power? No worries. Peter turns. Peter. with great power comes great responsibility.

A muffled THUD from above. Damn. DITKOVICH Hit me.NIGHT Peter wakes up on the floor. Hand to his hip. Pops the needle under the skin. Then he goes to the closet. PETER'S ROOM . He checks himself out in the mirror. INT. He dresses with care. Play stops. A lot. Completes a half-flip. Sits up. His eyes roll back in his head.LIVING ROOM . No visible difference. a tiny dimple under the skin. He frowns. and sticks feet first against the ceiling.NIGHT CLINK of coins. Fit. Strong. then leaps up into the air.hip. Changes his mind. Crouches down. INT. It hurts. Ditkovich starts to say something. opens a panel in . Squeezes. DITKOVICH'S HOUSE . buttoning his neat civilian clothes.

Peter takes out a can of lighter fluid. then strikes a match. In the distance. .VACANT LOT . Faraway LAUGHTER from the men. Douses the thing liberally. Peter picks up still-intact suitcase. Flame scatters everywhere. Peter leaps to one side. EXT. Here. The suitcase CLANGS against the inside of the drum.DAWN Still dark. Peter carries the suitcase down a deserted street and then out into a swampy waste. Unzips it: The red and blue suit. Takes out a little rolling suitcase with a picture of Wolverine. HUGE. STUPIDLY HUGE FIREBALL. FAR BROOKLYN .the closet wall. HOMELESS MEN around a burning steel drum. a steel drum standing alone. He jumps around trying to stamp them out. neatly folded. Kicks over the drum.

Peter sees it. EXT. VACANT LOT .PETER Ouch! He shakes the costume out of the smoldering case. smudges of black on his face. He stuffs the thing into the steel drum and walks away. Near her are a couple of MEN.ANOTHER VIEW A HOMELESS MAN watches Peter walk away from the drum. They're staring at her. . He tacks a little unsteadily across the lot toward the drum. Picks it up off the ground. INT. The dead eyes of the mask stare back. Nearest him sits A YOUNG WOMAN in scrubs.DAY Peter riding in a subway car. stares at it. Does not look especially unburdened. SUBWAY CAR .

His eyes meet the second man's. Hi. Peter's spider sense TINGLES as he watches. I'm Jack. SECOND MAN You don't got to be rude. She blushes. His lips narrow. MAN I'm Jack. They laugh. sweating. The men stand up as if to follow her. The train pulls screeching into the station. The doors open and the girl slips out. I said. YOUNG WOMAN Hello. bitch. The woman was trying to ignore him.MAN Hi. . His fingers flex. then sit back down. Peter.

One of them flips Peter off. JJJ I hope you don't have the head of an extraterrestrial in there. Real.JJJ'S OFFICE . DAILY BUGLE . INT. JJJ Because if you do. The homeless man unzips the bags and yanks out the costume.DAY The homeless man stands across the desk from JJJ. Peter looks away. HOMELESS MAN No. sir. It's blackened and crumpled but still gorgeous. Carrying the charred husk of the suitcase. you're the third guy this week. JJJ (cont'd) .

JJJ (cont'd) That loser! Quitting on me! In the middle of the best damn story I've had in thirty years! If I hadn't already . Out in New Lots. JJJ Set it on fire? He takes the costume and shakes it out by the shoulders. JJJ (cont'd) He's out. Turns it this way and that. Thrown in the towel! Abandoned his sad masquerade! He-- A dark thought occurs.Where the hell did you get that? HOMELESS MAN This guy left it in the garbage. Then he grins. First he tried to set it on fire.

. he's just going underground. in reality. Inventing a whole new identity for himself! HOMELESS MAN Mr. please. JJJ haggles..crushed him. Jameson. he wants everybody to think he's quit. When. but his heart's not in it. He's staring fixedly at the Spidey suit. . HOMELESS MAN Uh. JJJ Wait a minute. What kind of idiot does he think I am? A burnt costume! How heavy-handed can you get? Sure. I'd crush him again just for giving up on me! JJJ is forgetting his visitor. mister. I'm hungry.

wrestling with the problem.DAY Peter comes up out of the subway. They rifle the pockets of his jacket. They snatch a little parcel. JJJ Seventy-five. HOMELESS MAN A hundred. Part of a stream of other students. sees THREE MEN standing together. Peter's face. then steadily. Hesitant at first. None of them savory looking. Walks past an alley. Two are clearly threatening the third. Slap him. EXT.JJJ I'll give you fifty bucks. . Should he do something? He takes a deep breath and keeps on walking. carrying a knapsack. UNIVERSITY .

The costume hangs conspicuously from the door. to root him out! Expose him to the light! There's no hiding from the truth. Headline: SPIDEY PLAYS POSSUM! JJJ Spider-Man has put himself into a one-man witness protection program. . JJJ'S OFFICE — NIGHT Late editorial meeting. He's in hiding. JJJ picks up a front page proof. STAFFERS keep sneaking glances at it as JJJ harangues them.INT. And it's going to be my personal mission. pausing by the costume. and yours. Some groans. let's show him that! (beat) That's all I have so far. They all get up and file out. Sniffs. You people figure out the rest. ROBBIE ROBERSTON turns as he's leaving.

completing the costume. Then he catches sight of himself in a mirror. He goes out. Shuts the door. Finally he does the upside-down hook'em horns webshooting thing. INT. INT. Leans forward. movements awkward. He starts to unbutton his shirt. maybe through the window. A weird idea comes into his brain. He poses stiffly. Strikes a pose. DITKOVICH'S HOUSE . Another. Naturally it's not a perfect fit. He pulls the mask down over his head. We leave him having a shameless amount of fun. A parody of Spidey's characteristic moves. JJJ'S OFFICE — NIGHT We're watching him.ROBBIE Lighter fluid. Sniffs it. Jonah goes over to the suit. Regards it.DINING ROOM .

Not yet. He FIRES a strand of web. It sticks.The next morning Peter wakes up in bed. close. Gets out of bed. He creeps up the wall and onto the ceiling. It slides a quarter inch. Holds it close. far. Readable but a little blurry. PETER It's working. Drops onto the floor. Sits up. He frowns. He smiles. Then weirdly it SPUTTERS. FOAMS UP. blinking. Hangs there. He picks up Biomolecular Chemistry. Shoots again. pressing at his hip. But something is changing. Maybe he's shrunken a bit. It shoots clear and thin. Another clear strand shoots out and hits his knapsack. He goes over to a wallpapered wall and lays his palm against it. Jerks it back to him. . He shakes his hand at the wrist. he smiles.

STAIRS . Peter's not even embarrassed. Loses his footing. . In Downward Dog pose when the phone rings. INT.PETER AND MJ MJ is doing yoga. huh? (grins) I need to use the phone. Falls on his ass. PETER (cont'd) What a klutz. DITKOVICH'S HOUSE . Ditkovich looks down at him. INTERCUT .He's delighted. PETER Ditkovich! Ditkovich! He gives an exuberant little kick at the bottom of the stairs.DAY Peter comes flying down the stairs.

MJ I can't. I thought we could have dinner. I-. After your show. I've made a few changes. PETER With Otto Octavius? She's taken by surprise by this. . I already have plans. She doesn't say anything. Even if I wanted to see you. Which I'm not totally sure that I do.MJ Hello? PETER MJ? It's Peter. Peter. PETER (cont'd) I want to take you out.I want to see you. Tonight.

Peter. Goodbye. . A moment of doubt. He towels off. Reaches up to touch it. She hangs up.NIGHT Otto's singing in the shower. Singing "Tonight" from West Side Story. The shower is actually a hazmat-exposure rinse. he is being WATCHED by the Rig. leaving Peter looking puzzled. OTTO (just kidding around) You jealous? Silly thing. After a moment he approaches the Rig. You know what you and I have is special. ANANSI PROJECT LABORATORY . In his exuberance.MJ I don't think that's any of your business. INT.

MJ Thanks for indulging me. INT. QUEENS HOT DOG STAND .NIGHT MJ's on stage. It's very crowded. Peter Parker dangles by a thread. INT. He looks around. We do a kind of Citizen Kane rise up into the catwalks high above the stage.STAGE .OTTO (cont'd) Actually. Otto's wearing his long coat. singing. MARTIN BECK THEATER . I know it's a . Listening as MJ's voice rises. Don't feel like quite such a fool with you around. Upside down.NIGHT Otto and MJ carrying a couple of dogs apiece toward the counter. Peels off his shirt. Must be the endorphin push. I almost wish I could take you with me.

blushing. He takes a bite. OTTO I've never been to Queens before. He rights himself. Two 'pods shoot out of the bottom of his coat and arrest his fall. But these are the best. OTTO I'm sorry the show's not getting any easier for you. MJ . Otto stumbles. MJ I really needed it. OTTO (cont'd) It's a very good hot dog.long way to come for a hot dog. No one has noticed but us.

I think you're the most marvelously expressive performer I've ever witnessed. OTTO I don't agree. then looks at him. MJ You're sort of gaga over me. MJ beams for an instant. but they can't feel me. then cracks up. OTTO I know we haven't known each other for . They can see me and hear me. MJ I think so.It's like there's this pane of glass between me and the audience. aren't you? OTTO Sort of. I hope that's okay.

NIGHT Otto and MJ stand a foot apart. STREETCORNER . . now? MJ I don't know. Through the plate-glass windows we can see Peter watching them from out on the street. OTTO So what do you want to do. But I-- He winces.very long. EXT. and reaches involuntarily for his side. MJ You okay? OTTO Bad back.

MJ (confused) You have another Rig at home? Oops. OTTO Well. . Not my lab. watch it. man. You see-- TWO BIG BAD MEN pass. I've been working on a Mozart trio.OTTO Would you like-(flinches) Would you like to come to my place? My home. Otto starts after. sort of. The BBM ignores him. OTTO (cont'd) Hey. One bumps into Otto. with those freaky octopus eyes. Kind of hard. this time.

. The BBM feels a tap on his shoulder. Otto seems to rise up... It's a 'pod.MJ Otto. natch. OTTO I don't know why human beings persist in believing that mere physical bulk confers some sort of evolutionary advantage. fatal and alert. On MJ She looks fully as if the flesh of the guy that she's sort of getting a crush on has suddenly sprouted four steel arms. weirdly looming. MAN Yeah? The 'pods snake out around Otto.

Runs out of the shop with the SHOPOWNER running after him. Then stops. Aglow with the work out. SIRENS in the distance. PETER Oh oh. Grabs it.ANOTHER VIEW Peter is watching from a distance as Otto bursts out into strange bloom. Hurricane eyes. and a Big Apple ski mask. Finds a Spider-Man replica t shirt. Otto turns back to MJ. OTTO We wanted to show you what we are. STREETCORNER . Looks around.Otto and the faithful Rig make short work of the two men. hanging in the air. EXT. . Sees: EXCELSIOR SOUVENIR SHOP He dashes in and looks around. Starts to run toward them.

EXT.As he runs he pulls on the long-sleeved T-shirt and mask. Turns. A 'pod lazily retrieves her. his clothing in tatters. Tries to run.ON OTTO AND MJ The arms retract and Otto comes to her. . OTTO (plural voice) Look at us! She meets his gaze. Whips her around. OTTO (cont'd) (normal voice) You're so lovely. Ick. SIREN getting louder. The fingertip of the 'pod strokes her cheek with the same tenderness. She backs away. He looks tenderly at her. STREETCORNER .

You'll have to TP the house. reinforcing his grip on MJ.MJ Get away from me! She tries to duck free of the 'pod. Otto turns. A leaping pursuit across the rooftops. He won't let go. kid. Otto sidesteps him and. Laughs. Sees Peter standing there. On top of the building they start to fight. SPIDER-MAN (O. SPIDER-MAN Put her down! He flies at Otto. OTTO We're out of candy. Elevated tracks in .) Let go of her.S. starts to flee up the side of a building.

The fight begins. And leaps over to the next building. Otto his hampered by holding MJ. He's not bad. Don't let him hurt himself.Do you love him? MJ He's my friend. She shakes his arm. It's not a fair fight. Spider-Man.. And dangerous. Otto turns. Otto looks at MJ: reproach in his eyes. PETER Do you.. MJ Go get him. . On the next to last rooftop before the tracks. Then he sets her gently down. Please. Spider-Man goes to MJ. Please.the distance. He's angry. Peter peers at her through the eyeholes of the ski mask.

They smash down onto the top of it and are carried along the rushing tracks. Otto digs at the head of the car.Spider-Man nods. And Otto throws him off. Spider-Man flies at him headfirst. Gets to his feet. Spidey rises and then it's basically a five mile long version of King of the Hill. Come on. HITS and they both tumble over the side of the building. A train is passing at that moment. OTTO I'm ready. Otto hesitates on the ledge. Or maybe the myth of Sisyphus. and Spidey comes after him. and Spidey comes after . at high speed. Chases him across the last rooftop before the tracks. "TRAIN SEQUENCE" (TR) They fall onto the elevated tracks that run alongside the building. And goes after Otto. Otto rights himself.

reaches in with his 'pods. The last time. Otto just keeps getting stronger. But he always climbs back on. Spider-Man snares them all in webs. At one point Spidey manages to get right onto Otto's back. It SNAPS and swings free.him. Pulls on it. and then smashes in the window of the car beneath his feet. Spidey climbs back on. his webbing SPUTTERS before it fires. So it makes Otto angry that Spidey keeps on coming. But we notice that Spidey seems to be tiring. He starts yanking people right out and tossing them to the side. But useless. After the Latch busts. He gets his hand in at the root of the 'pods and grabs hold of the Latch. He's winded. something worse happens to Spider-Man than the time before. He knocks Spidey off again. Every time he falls off the train. . It's brutal. And Otto HURLS him off the train. Still attached.

And it's a good thing.Finally Otto rips the controls right out of the car. He jumps down in front of the car that's now the lead. But the train is now hurtling out of control. and cuts the lead ones loose. Spider-Man wants to go after him. smash through the guard rail. Then he jumps off the train. He stays. because a big L-bend in the tracks is coming up. right in down between. Plants his legs against the speeding track itself. He can't just leave it. But not enough. Now Spider-Man has to stop the part with the PASSENGERS. . They race ahead. and PLUNGE over the side of the elevated. Railroad ties SNAP-SNAP-SNAP and the momentum slows. Then he gets behind the first three cars (now empty). And the train is going much too fast to take the turn. Gives them a mighty push. Spider-Man manages to get all the passengers evacuated to the rear half of the train.

making himself into the focus of a giant slingshot. his makeshift costume tattered. Spider-Man hangs over the abyss. . Spider-Man strings his own body between buildings with webbing. The spinnerets FOAM OVER like emptied aerosol cans. gaping holes in his mask.Finally. held in place by the tension of his webbing against the bulk of the train behind him. And slows. For good. And then-- AT HIS WRISTS The webbing gives out. And slows. The Passengers CHEER. Leaning out of the front windows of the train. at the very limit of his strength. Utterly spent. And stops. He hangs suspended for a moment. by the Passengers. web SPUTTERING. And the train slows. clinging to the edge. with all those tons of train shoving right up against him. Then falls-- And is caught.

INT.NIGHT Otto stumbles back into the lab. He's crying. Then AN OLDER MAN reaches down and tugs the mask back over Spider'man's face.They drag him back in and lay him on the floor. It's loose. Tries it again. nothing.FIGHT As Spider-Man BUSTS the latch while trying to decouple Otto. PRESENT MOMENT . ANANSI PROJECT LABORATORY .LAB . The passengers look down at him. he remembers in FLASHBACK . He backs into the coupler and activates it. His hand reaches for the Latch. His mask is so torn and stretched that you can see more than half his face. It advances to a certain point and then stalls. Looks up at the others: Anybody got a problem with my doing that? Nobody does.

turns on lights.DAY Early the next morning. He sinks to the ground. Nicest time of the day. ANANSI PROJECT LABORATORY . This pretty much freaks out the Graduate Assistant completely. listening to the Flaming Lips. Takes a moment or two to sense that something is amiss. Turns to look at: THE EMPTY COUPLER Cables dangling loose. INT. They are together forever now. ASSISTANT . A look on Otto's face of inexpressible rapture or possibly unbearable pain. Doffs the headphones. One of the GRADUATE ASSISTANTS lets lets herself in. Wearing headphones.A glinting black 'pod joins his hand on the Latch. hangs up coat. Singing along.

Professor Octavius?


Lies on the floor, naked, in the rig. Weird fluid seeping from the flesh/machine interface. The assistant goes for the phone, stabs out a code.

ASSISTANT This is Gretchen McCord, in the Anansi lab. I need help. I need doctors. A lot of doctors.

An ALARM begins to sound.


A special team of commando DOCTORS, extreme surgeons, rush along, wheeling equipment and gear. They're like Helmut Newton doctors, packing in a portable operating theater.


Converted to an impromptu surgery. Otto lies on a table with the 'pods wilting around him.

The X-docs go to work. They're wearing mirrored eyeshades and using laser instruments. It's a complicated ballet of machinery and surgeons and blood. The ANESTHESIOLOGIST monitors the EKG.

DOCTOR 1 Jesus! Look at his tissue! It's changing so fast you can see it.

DOCTOR 2 His autoimmune function is breaking down completely.

DOCTOR 3 The Rig's like a parasite...that's going to kill its host.

DOCTOR 4 Unless we kill him first by trying to remove it.

The pace of the EKG ratchets up a notch.

ANESTHESIOLOGIST I may need to give him a little more. So are we going to do this or not?

The doctors look at each other.

DOCTOR 3 All right. Come on.

The Anesthesiologist prepares to turn up the gas on Otto.

One of the 'pods stirs faintly. Unobserved. It's diode pulses. Takes in the situation.

The surgeons take up their instruments.

From the pseudpod, a soft WHIRR as we travel down


Into its systems. Impulses sent to a fabrication unit. A complicated organic molecule takes rapid shape, then a dozen more like it, and we follow them back out of the fab.

The molecules are pumped directly into another system: Otto's nervous system. Up the spine, toward the brain. A soft feminine VOICE wells up, muffled. Almost sounds like it's saying, Wake up, Otto.


We travel up along his hips and chest, through his neck and up to


They snap open.

OTTO I'm awake.

With a ROAR he comes to life. The 'pods windmill and lash and flail. A tornado or turbine.

Within moments, Otto stands surrounded by bodies. He's bleeding himself.

The servo of a 'pseudopod TRILLS softly. The other 'pods gather near it, and turn their attention as one on Otto.

Darting, flexing, the 'pods go to work on Otto's wounds. One cleans with a swab. One secretes an ointment. One radiates a healing light. And one pours him a glass of brandy. He knocks it back. Sighs.

OTTO (cont'd) All right. System report.

He appears to be LISTENING to a voice in his head, a soft feminine MURMUR we can almost make out. Winces.

OTTO (cont'd) Jesus, that's disgusting. How long do we have? (listening) I'm going to have to try the parity chip.

Holds it up. as if another strand had been woven into it.He goes over to the tray. OTTO (cont'd) Spider-Man! He stole it--or Parker stole it for him.CONTINUOUS Otto opens one of the X-doctors' portable lockers. THE 'PODS . (listens) No. Of course it's not there. it will do. INT. OTTO (cont'd) We need to find another means of attaining system equilibrium. The 'pods take it from him. ANANSI PROJECT LABORATORY . His VOICE thickens as he shift to the plural. Stacked with their rubberized scrub-jumpsuits. no time to fab a new one. Yes.

DAY . OTTO Not bad for a dying man. HIS EYES Colored storms race across them. MARTIN BECK THEATER — REHEARSAL ROOM . Pretty styling. Then they hand it back to Otto. He darkens them. LABORATORY . This won't do. He holds it up. The surface of Jupiter. He picks up a pair of eyeshields. now it can fit around the rig. He looks closer. A blade. Electrochromic lenses that darken at a touch.NIGHT Otto checks himself out in a mirror over a sink.Go to work modifying the uniform. A heat sealer. A needle. INT. then smiles at the man in the reflection: Doc Ock. INT.

The Pianist knows. INT.MJ is taking some coaching from a WOMAN AT A PIANO. Trying to find around a thorny note in her song. Looks away. DIRECTOR You've been fine. DIRECTOR'S OFFICE .DAY MJ's talking fast as he ushers her in. The DIRECTOR of Bride! pokes in his head. MJ I've been working all day with Renard-- . MJ Bobby. I know I keep screwing up my blocking in the scene with the couch. DIRECTOR MJ? Talk to you a minute? MJ looks at the Pianist.

MJ . It's a proven fact that it's harder to cry if you have a mint in your mouth. She sits. and she's all ready to go. Then she gets it. She doesn't get it. MJ No.DIRECTOR Sit down. DIRECTOR Take one. MJ When is she coming back? DIRECTOR Tomorrow night. She's strong and in good voice. He slides a box of mints across the desk. thank you.

and-- DIRECTOR I'm glad you feel that way. MJ . MJ's eyes fill with tears. And as Mrs.Well. curious. She takes a mint. well. DIRECTOR (cont'd) Please. no idea what it could be. She goes pale. I really am. But. there's one more thing I have to tell you. I'm glad to hear that. MJ. DIRECTOR (cont'd) Allie Black is going to take over as the Shepherdess. It was a great learning experience for me. Frankenstein's understudy. She cocks her head. have a mint.

why? DIRECTOR Well. that it would be best. Being brave. She nods. heads for the door. MJ Bobby. Overall. I just think. Before she goes out she turns back. But-- MJ But what? DIRECTOR . It's just not the best fit. rises. can I ask you something? Do you think I have any talent? DIRECTOR Talent? Yes. too. and Howard agrees with me. It's the show. It's not you. And guts.What? Why? Bobby. if you don't mind my saying so. MJ. Looks. MJ is in shock now. For you.

FOOTSTEPS. and then starts to act like he didn't. MJ Come on. She knows. Really connecting to the audience. that read HER TRIUMPHANT RETURN. It's Renard. There's something broken way down inside of you that you don't want to let out. It's raining. bitterly. DIRECTOR You seem to have a hard time opening up. She nods. . But actors have to. He sees her.Nothing. crushed. You'll be doing me a favor. next to the words DEIRDRE DUNN. EXT. Maybe it's even starting to snow. She just stands there. walking into the theater. Bills are going up over the posters.DAY MJ stands outside the theater. THEATER . She slips out. Most people don't.

. I don't know why I ever thought I-- RENARD Yeah. MJ No. Somehow not quite sincere. MJ I should have known. you don't. There's only one person who knows how I'm feeling right now. Hey. I know how you're feeling.MJ Renard? RENARD Oh! (bad acting) MJ Hi. I heard. that's tough.

He's a wreck. HARSH VOICE (O.S. Octavius.. Octavius has resigned his appointment. RECEPTIONIST (O. Who is this? .INT..) Dr. friend. Octavius.. HARSH VOICE (O.S.) Center for Biomimetic Research. cut.) Who is this? PETER I'm a.S. PETER'S ROOM . battered. PETER Dr. of Dr..DAY Peter is on the phone. please? RECEPTIONIST Just a moment.

he reads her sadness.DAY Peter comes down the stairs. DITKOVICH Pretty girl is here. He jumps. MJ . Spooked. PETER Yeah? Ditkovich opens the door. MJ is standing in the living room. Strokes her hair. She looks up at him. DITKOVICH'S HOUSE . PETER What happened? She goes to him and bursts into tears. They look at each other.Peter hangs up. He holds her. A KNOCK at his bedroom door. INT.

EXT.. MJ. MJ You saw me? When did you see me? PETER Oh. CONEY ISLAND .BOARDWALK .. Right up front. I dropped in the other night. Everything you are. PETER Those guys are crazy. Snow flurries. You always have. That's what I've always. You were awesome. That's all I can say. You were fantastic! You put everything you have out there.You're wearing your glasses. MJ. MJ . She turns to look at him. I saw you.DUSK They walk along the deserted boardwalk.

things are going to be different now. MJ's eating a huge sundae. MJ. I understand why you got mad at me. She leaves it there. and then I wasn't. I said I would always be there for you. She rolls her eyes. MJ Why are things going to be different now? Because you started wearing your glasses . INT. DINER . PETER I know what a jerk I've been.NIGHT Peter drinks coffee. But I swear to you. PETER (cont'd) What? I'm serious.What? That's what you always what? He puts his arm around her.

But you don't need to worry about it. Timidly Peter raises a finger.again? PETER Because--I can't tell you. then nothing has changed at all! You and your little boy secrets! She pushes away the ice cream. because I have changed. MJ You can't tell me? You can't tell me! Peter Parker. . MJ (cont'd) Call me when you're ready to grow up! PEOPLE are staring. if you can't tell me. and-- But MJ's getting steamed. if you can't trust me.

PETER Check. yanks open her purse. uh. MJ. Scrambles up from the table. As he opens his wallet. disgusted. PETER I. please. I need to get to an ATM. It's empty. he already knows what he will find in it. Peter takes out his wallet. WAITRESS I hope that was a rhetorical question. grown up human male in this whole goddamn city? The WAITRESS brings the check. MJ Isn't there one semi-normal. .

MJ shakes her head. PETER Same thing happened to me one time. MINEO'S PIZZA . GIBREEL is frantic.Peter tries to help him gather them. EXT.NIGHT . Aziz comes out. AZIZ Peter Parker! INT. MINEO'S PIZZA . walks out. It tumbles. GIBREEL is out front. Mr. tosses down a twenty.MJ Yeah.NIGHT Peter approaches. MR. Peter lurches to grab it but PIZZAS go scattering everywhere. Things have really changed a lot. struggling to attach a hot box to the back of his motorscooter.

He nods his head toward SALADIN. but they are family. Mr. but following your downsizement I have been obliged to hire my nephews from home. Please give me another chance. Peter. who is engaged in fatal combat with a round of dough. Mr. Aziz shaking his head. He reaches for the phone. MR. AZIZ (cont'd) If anything they are even less competent than you.Peter stands supplicant. Aziz. The phone RINGS and RINGS. AZIZ (cont'd) . AZIZ I am sorry. PETER It's just I'm flat broke. MR. MR.

but I hope you have a very modest habit. With a big Glock. Hadji. then Mr. Mineo's. Mr. Before Mr.Yes. Saladin holds up the sagging round of dough. yes. Aziz can react. give me everything you got. SPIDER-MAN walks in. VIEW THROUGH THE WINDOW As Gibreel putters away on his scooter. my friend. . because this is not going to buy you much of a fix. Aziz tries to smile. A guy in a realistic Spidey mask. Aziz. SPIDEY HOOD Okay. MR. AZIZ All right. Brandishes it toward Peter. Not Spider man. The hotbox comes loose and smashes against the street.

AZIZ Thank you. INT. The hood snatches all the cash from the register. The hood smashes him over the head with his gun. Mr. Tries to get a choke-hold on him. Aziz comes over and helps Peter to his feet. Peter sags to the floor. Peter tries to grab him again. Peter throws himself on the hood. Aziz is crying. HARRY'S APARTMENT . Aziz on the head with his gun. You are a very good person.SPIDEY HOOD Shut up! He CLUBS Mr. MR. then punches him hard in the stomach. Peter. Peter staggers to his feet. Mr. The hood elbows Peter.DAY .

Bottles by the bed. An image of the lobby station. He takes a small envelope from his pocket. I need money.Harry's sleeping in the middle of the day. ALARMS are screaming. Quickly. And a well-equipped laboratory. BRRRONG. The address . His eyes unstick. Account numbers. holds it out to Harry. OTTO I don't have time to waste. Osborn. He hits the security panel. Santa. Suppliers. The shutters are ripped open. face down. Doc Ock steps in from five stories up. ANOTHER WEIRD METALLIC CLUNK. OTTO (cont'd) That's my Christmas list. A CLUNK. The guard is dead. It sounds like it's coming from the other side of his titanium security shutters. Harry sits up. Lots of it.

I want it all sent to. Are you nuts? You killed one of my security guys! (points to window) You trashed five million dollars worth of bomb shielding! What the hell's your problem? OTTO We must achieve system equilibrium. There's something different--the weird plural voice. OTTO . Ock masters it. Otto. HARRY This is nuts. HARRY Otto can't? He looks curiously at Ock. Otto can't survive in this intermediate state. (grins) I'm going free-lance.

. I guarantee you that transition to the next level of human evolution will. And all of his bone marrow. A POUNDING on the outer doors. Well...I need Spider-Man.. Not all of it.. HARRY His spine? OTTO All you need to know is that in return for your--corporate support--for this procedure. OTTO (cont'd) I need his body.unavoidably. .. That gets Harry's interest. and his spine. kill Spider-Man. just his immune system. There's a distant rising TROMP of feet.

Osborn! Mr. who tosses the envelope at him. A CHAUFFEUR gets out and comes around the car. Opens the door for Harry.DAY A black Mercedes pulls up amid the rolling gray surf of a Queens cemetery. Otto leaps out through the window. He . SECURITY MAN Mr. Harry gets out and looks around at the. wintry. Junior. Barren.OTTO (cont'd) Think it over. What would your father want you to do? SECURITY (O. QUEENS CEMETERY . The SECURITY MEN burst in. Osborn! Are you all right? EXT. Osborn! Harry looks at Otto. Harry fumbles the catch.S. looking around.) Mr.

HARRY Dad. And I know I'm not supposed to take the law into my own hands. I know that you were a man of honor.DAY Harry stands in front of the headstone. EXT.S. A man who always played by the rules.NORMAN'S GRAVE .hates it here. NORMAN OSBORNE (O. Harry gazes at the thirteen unlucky letters: NORMAN OSBORNE. Mocking LAUGHTER. CEMETERY .) "I know I'm not supposed to take the law into my own hands." What a pussy! HARRY . A hint of spookiness in drift of leaves across the grave.

Dirt from the grave on his cheek. He's playing by a different sent of rules. LIMOUSINE . HARRY I will. Harry falls down onto his knees. HARRY Octavius? Osborn. But if he fails. Rules for men.DAY Harry flips open his cell phone..Dad-- NORMAN OSBORNE You saw what Spider-Man did to me.. Collapses on the grave. Let this Octopus do it for you. You'll get everything you need. punches a number. . I swear! INT. if you aren't man enough to do it yourself. I expect you to avenge me.

INT. Peter sees: HIS COSTUME The sight of his shocks him. BETTY You back on the job? PETER I'm hoping to be.DAY Peter walks into the city room. talking urgently. On the door behind Harry. He walks up to Betty Brant's desk. He stops when he sees: THROUGH THE PARTITION Harry and JJJ. . toward Jameson's office. BUGLE .

Cooler than we've ever seen him.BETTY You sure know how to pick your moments.S. JJJ'S OFFICE — DAY JJJ and Harry are face to face. JJJ You can't promise a ten million dollar reward and then change your mind! I've stoked the greed and bloodlust of eight million people to a fever pitch! You're just going to turn your back on that? Harry is strangely cool. JJJ (O. HARRY I've found a more effective means of obtaining my end.) You change your mind?! INT. .

JJJ Oh.JJJ Yeah? And what is that? HARRY You'll know soon enough. yourself. How do I know that you aren't Spider-Man? Eh? Maybe this whole reward thing was just an elaborate dodge. Jabs that Jameson finger at Harry. you want to call it off! Your father was a strange character. and leave the running of a public smear campaign to the people who really know what they're doing. And now that's things are getting a little hot for you. JJJ (cont'd) Now go home. really? Tell me this.. Osborn.. I always thought so. Maybe you're a little strange. .

fixedly. furious. Peter reaches out to him. JJJ turns to Peter. The wire lattice embedded in the safety glass of the partition casts a grid of shadow across Peter's face. Jameson! You don't know what it's like to want revenge so bad you can taste it! Harry stalks out. then turns and walks out. what's going on? Harry whirls. Harry peers at Peter. PETER Harry? Harry. sucking on his sore finger.Harry grabs the finger and crumples it in his fist. . it looks like webbing. Peter eyes the costume. wincing. about to strike. brushes past Peter. Jameson snatches it back. HARRY You're just a grandstanding hack.

Sorrow on the old woman's face at the name. Aunt May's there. Geraniums. AUNT MAY'S HOUSE . how many times do I have to fire you? EXT. I'm looking for Peter Parker. Do you mind my asking what this concerns? Are you a friend of Peter's? OTTO . Otto notices the geraniums by the door. MAY He isn't here.JJJ Jesus. MAY Yes? OTTO Excuse me. Parker. Rings.DAY A sunny day.

Where is Parker? . OTTO (cont'd) Please! It's very urgent. There's a WHIRR but it's Otto's own meat arm that shoots out. He clutches Aunt May.We share a hobby. WHIRRING. MAY Spider-Man? (nods) One look at you and I should have known OTTO Please. MAY What hobby is that? OTTO Spider-Man. Otto struggles against a murderous impulse in the 'pods.

I threw him out. Will to live. Just leave Peter Parker alone. Anger. OTTO We will find Spider-Man. But doubt creases Otto's face. And suddenly fear gives way to something else. We will flush him out. . So is May.MAY I haven't seem him in over a week! We had an argument. May sees it. He retracts his hand. She's lying. MAY You do that. Pride. I don't know where he is! And that's the truth. MAY (cont'd) Now I'll thank you to take your hand off of me! Otto's surprised.

Another car flies out.DAY Ock alights outside the flagship store. LINCOLN TUNNEL ."OCK'S RAMPAGE" Three scenes of urban destruction. Drivers touchy. Lands on and crushes some other cars. Then there's a METALLIC GROANING and SCRAPING." Trashes the place. As he's walking out he says. Then another. terrifies fellow shoppers. Suddenly a car FLIES right out of the tunnel. I am a mad scientist. EXT.DAY Cars lined up heading out of town. with panache: OTTO My name is Otto Octavius. PRADA . traffic stalled. A few more besides. Goes out with cool new clothes. I'm looking for Spider-Man. Goes "shopping. . EXT.

DAY Otto smashes his way into the building. Otto strides among them. fighting each other. People leap from their cars to harvest the whirling money. Quickly they turn savage. . The destruction will not stop until Spider-Man surrenders himself to me.Ock emerges. dragging an ARMORED CAR behind him. shattering the huge windows. I am a mad scientist. OTTO My name is Otto Octavius. scattering schoolchildren. He tosses cars in front of the tunnel mouth to one side. They stop fighting and look up. Hangs over them. Then rips open the armored car. ROSE SPACE CENTER . EXT. slipping and sliding on the ice as they chase the money. Clears a space.

.DAY Otto stalks down the avenue swinging the space rock at the end of his 'pods like an enormous mace. Grips the Meteorite. weighing over 15 tons.. WASHINGTON SQUARE PARK . OTTO It's closer to sixteen. INT.found in Oregon.DAY . INT.INT. Pulls. Carries right out of the museum. TOUR GUIDE .. SPACE CENTER .. Pulls. Pulls. FIFTH AVENUE .DAY He heads straight for the Willamette Meteorite. And UPROOTS it. He digs in the 'pods. Gouging huge chunks out of buildings on either side.

Otto winds up like a cricket bowler and then hurls the meteorite through Washington Square Arch. OTTO Thank you. Let me repeat. OTTO I'm sure you know who I am by now. Spider-Man is responsible for the fate of New York City. Turns to a WOMAN. He turns to a HORRIFIED CROWD who cower nearby. WOMAN . Gently. OTTO (cont'd) Did you get that? WOMAN Spider-Man is responsible.

REPORTER As the carnage continues.DAY Peter watches the broadcast on a tiny B&W TV. The toll on his tissues is becoming visible. one question is increasingly on the mind of New Yorkers--where is Spider-Man? If he won't give himself up to Octavius-. We get a good look at him as he goes by. PETER'S ROOM .You're welcome. TELEVISION NEWS REPORT Features footage of Ock's reign of terror. He looks as if he's been lying there motionless for days. . Weeks. In a bad way. tracery of black webbing across his skin. Denise. In pajamas. Unshaven.why doesn't he stop him? INT. He looks bad. Otto stalks away.

we have JJ Jameson. And. GIRL TALKING HEAD Thank you. (to camera) Spider-Man. do you feel your paper deserves some of the blame for-- .. Now that he doesn't seem to want to come out of hiding. Rhonda. here in the studio. Peter's hand strays to the place on his hip where he made the injection. In recent days. publisher of the New York Daily Bugle.WOMAN ON TV .he told us that Spider-Man is responsible for this. your paper had been taking some of the credit for apparently driving Spider Man into hiding.. please. Denise. now. Do as he says. REPORTER Back to you.

Soft. Peter ignores it. Gives up. Peter switches off the television.) Peter? Panic.S. doomed attempt to tidy the room.JJJ (ON TV) For the fact that Spider-Man is a damn coward? Absolutely not! As much as I deplore this Doctor Octopus character's methods-- GIRL TALKING HEAD Doctor Octopus? JJJ (ON TV) That's what we're going with. what do you think? A KNOCK on the door. Goes to open the door. Makes a frantic. MAY (O. Then LOUDER. . at first.

I made you some soup. MAY (cont'd) Well. carrying grocery bags and a baked good. Tries to conceal he distaste at the room. PETER You came all the way over here--with soup? MAY And Boston cream pie. haven't you seen the news? Don't you know what's happening out there? MAY The trains are still running. and your favorite.Aunt May comes in. Here. If the . PETER Aunt May. isn't this--snug. Real whipped cream. a Boston cream pie.

Earlier today. He came looking for you. Peter. (beat) And I haven't heard from you in so long. Come downstairs and have some soup. it must be all right. dear.trains are still running. Days since he ate. He digs right in.NIGHT Peter sits at the table while Aunt May puts a bowl of soup in front of him. Freaked by this. that awful Octopus. MAY You know. you don't look well. INT. KITCHEN . PETER He came to see you? Why? MAY . The spoon stops halfway to his mouth. I'm worried about you.

tastes it. Not looking at him. A long pause. MAY (cont'd) I sent him packing. . (beat) Too much dill. She pokes a finger into his soup. She's fiddling with the Boston cream pie. Then Peter goes back less heartily to his soup. MAY (cont'd) I can't say that he was a very nice man. MAY (cont'd) For some reason he seemed to feel that you might know where to find him.He said that he was looking for Spider Man.

.... And I should have forgiven you before now.. what I told you. PETER I would have liked that. The last time we. MAY Peter.PETER Aunt May. you don't. Things haven't been very easy at all.. I understand the burden that you've been carrying. PETER No. MAY You should have told me sooner.. Tears in his eyes. at the house. It would have been so much easier for both of us.

I think I do. you'll never know the answer to that. Calamities. The sense of guilt. and you say-- PETER Why me? MAY Yes. you say. MAY But that's how life is. MAY (cont'd) Responsibilities are thrust on you. .MAY Yes. why me? And the answer is. Of responsibility. She slices him a piece of Boston cream pie (really a cake). Tragedies. And you sit. Through no fault of your own. PETER I'm so sick of that word. Peter.

I just want to have a normal life. The kind of life-- . Not bad. to bring my only nephew some chicken noodle soup and a Boston cream pie. Peter. But the real question you should asking is not. He isn't crying anymore. what are you going to do about it? (beat) My particular answer to that question is. Takes a bite. MAY (cont'd) Mmm. and eating pie. Aunt May.She looks at the pie--why not? Cuts herself a piece. He's just listening. why me? It's. But you do. PETER It's so hard. MAY (cont'd) I don't what the answer is for you.

SECRET LAIR . strung out. Harry is there. EXT. It hums with activity within. INT. I don't think so. He steps away from making adjustments to a nasty-looking surgical table. Inc. HARRY Why don't you have him yet? What am I paying you for? .NIGHT A laboratory is in place. Ock has been working all night.MAY That doesn't break your heart? (beat) That would be nice. Sits down in a chair. Much of the equipment labeled Oscorp Systems. irritated. RUINED PIER . wouldn't it? Normal.NIGHT Doc Ock's secret lair.

The other two take hold of one of his meat arm.. . OTTO (cont'd) How is it? HARRY How is what? OTTO I'm not talking to you! Otto looks over at: A MONITOR It displays the analysis of his immunoresponse.OTTO He won't come out. Not good. Two 'pods snake out and grab a can of soda. a slice of pizza. One jacks in a blood probe.. I can't flush him.

The sound of the 'pods--kzh-kzh kzh. . I want to see Mary Jane Watson again. People running in panic. OTTO (normal voice) I mean. She goes to the window and looks out. Fires.OTTO I see. plural voice) We have one remaining vector. Her eyes open.NIGHT Television going. INT. In the center of it stands Doc Ock. BOOM. (beat. BOOM! SCREAMS of people in the street. The buildings across the way lie in rubble. She stirs. footage of Otto's havoc. A literal path of destruction behind him. MJ'S BEDROOM . MJ dozes in the blue light. HARRY Vector? What do you mean.

OTTO (cont'd) Because we need to catch a spider.. Summons her nerve.. Why are you doing this? A look of agony passes across his face. Otto. Steps out onto the little balcony of her apartment. .OTTO Mary Jane! Mary Jane! She pulls back from the window. Goes to the window and throws it open. OTTO Why? His features harden. He climbs straight up the face of the building to her. MJ Otto.

OTTO (cont'd) And you are the fly. trying to see what's happening. Peter comes running up toward the street where she lives. what's his problem? It's like. Police and rescue crews. how selfish can you be? . BYSTANDER 1 Where's Spider-Man in all this? BYSTANDER 2 That's what I'm saying. EXT.NIGHT In flames. Peter steps back. MJ'S NEIGHBORHOOD . People huddle miserably nearby. buddy. POLICEMAN That's as far as you can go. horrified by the destruction. It's cordoned off. A POLICEMAN stops him. A Nynex guy is standing on top of his truck.

BYSTANDER 3 He's responsible for all of this. A HUGE CRASH in the distance. The police raise their weapons. . Jesus. Ready to fire. Peter hears all this. then a series of CRUNCHES BYSTANDER 1 What was that? NYNEX GUY He just climbed up the side of a building. I saw it on TV. He's talking to some girl! He's grabbing her! There's just time for the shock to register on Peter's face when Ock comes crashing past with MJ caught up struggling in one 'pod.

Peter gets up. Ock's moving incredibly fast. looks around. Ock vanishes from sight. He steps right over the police line--and right over Peter. you'll hit the girl. PETER MJ! MJ! MJ hears him-- MJ Peter? --but Ock just keeps on going. too. A 'pod lashes out and flicks it away. Peter picks up a broken beam lying nearby and hurls it at Ock's legs as hard as he can.COP No. The Nynex guy has to leap . and sends him flying. He lands hard. Takes off after Ock at top speed. Then lashes at Peter. Peter runs after them. Jumps into the Nynex truck.

NYNEX GUY That dude took my damn truck! EXT. Catches himself. MJ. moving fast.off. Okay! Poor Otto's brain is shivering into shards. MJ struggles in the 'pod. OTTO Okay. Let me try to . stop! Otto reaches back. with a meat hand. Darling. OTTO (cont'd) Okay. MJ Otto! Otto. as if to slap her. AVENUE .NIGHT Ock stalks along the street.

But don't leave me. (listens) Shut up! MJ I didn't say anything! OTTO I'm not talking to you! Okay. MJ Let me go. She stares at him.explain this to you. . I'll let go. OTTO (cont'd) No. He stops and sets her down somewhat roughly. OTTO I can't. Okay.

Come. OTTO Please. Sees Ock in the distance. As he speaks. . MJ! EXT. OTTO (cont'd) I'm going to die. and she shudders. Sees real pain there.He uncoils a 'pod from her waist. one of the 'pods snakes beckoningly out. Weaving through traffic. You'll be helping us.NIGHT Otto retracts the arms. Takes a step his way. EXT. We promise. AVENUE . AVENUE . MJ turns toward him. She starts to bolt.NIGHT Peter races in the truck. MJ notices.

who is we? GUNNING ENGINE. And with the fourth. . Rips him out and tosses him aside. The truck crashes against a lamppost and splits open. PLUNGES straight into the cab of the truck and grabs hold of Peter. His 'pod takes hold of the rotor shaft and with a horrible shrieking brings it to a halt. Otto snatches MJ up again with one 'pod. Now a HELICOPTER descends on the intersection. Another reaches right into the whirl of the helicopter's rotors. tires squealing. Squad cars arrive from every direction. Then Ock hurls the chopper directly at the police cars. A bicycle chained to the lamppost goes flying and lands with a clatter. Rises up on the lower pair. Peter lies amid spools of cable and orange plastic fencing. Here comes Peter. One of the 'pods snakes up and grabs hold of the chopper's strut. He stands up shakily.MJ Otto.

He doesn't see: THE WEB That Peter has improvised. No way. grim. holding MJ.. Then they're gone. He goes over to the wreckage of the Nynex truck. Should he? FLASHBACK . Now another 'pod snakes in and grabs Peter and bats him lightly aside. he retreats. Pulls out the toolbox. Loses his balance. she grabs hold of him. Takes out a wicked needle-nose pliers. and then. One 'pod stays aloft. grinning. Peter's alone in the rubble.Watching the explosion. He tries to pry it loose. across the intersection. Opens it. OTTO Tell your friend Spider-Man I need to talk to him. abruptly.CONEY ISLAND . Defeated. Holds it up. from orange fencing. It's crooked and lame but Ock stumbles. Peter runs to her. SLAMS to the ground..

) I just want to have a normal life. Then at the pliers. He JABS the knife directly into his hip. He looks around--needs wheels. This is going to hurt.) --that doesn't break your heart? That would be nice. Digs around. The worst SPLORCH imaginable results.O.AVENUE . His eyes roll back in his head.They walk down the boardwalk in the snow. But he holds up the bloody chip and grimly smiles. There's the bicycle. wouldn't it? PRESENT MOMENT . PETER (V.O. A . A life-- MAY (V.NIGHT He looks around at the smoldering wreckage around him. A few strings of colored lights. He puts his arm around MJ's waist. He staggers.

turns. Peter slows. frowning. smashing store windows. . LOOTER (cont'd) What are you going to do about it? Peter pedals off. watching.little bent. The looter.NIGHT Peter rides past LOOTERS. EXT. LOOTER Hey. I got me my eight-armed discount. incredulous. AVENUE . It will do. A LOOTER holds up the television he has snatched. He takes pedaling after Ock and MJ. PETER You really should put that back. slows again. look here.

shut up. Then there's a cry for help. far away. why don't you go back to Baghdad? PETER Hey! Everyone turns to look at him. and runs into the midst of the gang. Then LOOTERS fall on the Sikh man. Peter looks. Far. Peter looks down the Avenue. Peter drops the bike. His friends laugh.LOOTER Man. The Sikh man crawls out of the melee. we can see the dancing glint of Ock's 'pods. LOOTER (cont'd) Yo. by the Flatiron Building. Some other LOOTERS have descended on a SIKH man who is defending his store. They turn on him. .

the gang of looters FLIES BACKWARD. He goes down under the surf of men. The Sikh Man looks on. PETER (cont'd) Are you using this? INT. Then. The looters lie fallen around Peter.bleeding. It's like a blossom blooming. kicking. dancing. The looters swell around Peter. People coming and going. throwing sympathy punches. Peter rises to his feet. He reaches down to yank the stocking cap from one of the men's heads. kicking. with an audible WHOOSH. on the phone. JJJ Any sign of him? No? . leaping. The Spidey suit hangs in a nice class case. punching. JJJ'S OFFICE — NIGHT JJJ is at his desk. stomping. The men come at him again but now he makes short work of them. bloodied but steady.

WHAP. EXT. Uh oh. and then Peter. Reaches in and takes the suit.NIGHT . and then sails out after it. JJJ (cont'd) What the hell do you think-- PETER It makes you look fat. lands in front of JJJ's desk. Holds it up. He fires a web up out of the skylight. gives it a jerk. FIFTH AVENUE .NIGHT Spider-Man swings along the avenue. splintering it. SHATTERS it. JJJ looks up. stocking cap over his face. A foot SMASHES through the wood. He goes over to the case. From the boarded-up skylight. ROCKEFELLER CENTER . trying to catch up to Dock Ock. EXT.

OTTO Not bad for a couple of freaks. At last Spidey lies defeated at Doc Ock's . That is why I will win this battle. You will always be fighting against it. in the snow. Each combatant gifted in his own way with power. SPIDER-MAN Speak for yourself.He catches up to him at Rockefeller Center and they fight. on the ice of Wollman Rink. But I have the strength of knowing what I am. You have the greater power--power I need. a kind of grace. OTTO I speak for us both. MJ gets away from Otto but then stays to watch. And he does. I revel in it. I embrace my freak nature. agility.

HARRY'S APARTMENT . Meet me at the pier. and grabs MJ. He manages to notice. OTTO Your father's soul will soon rest in peace. Osborn. Mr.NIGHT Harry sits watching the destruction on television. A strange echoing LAUGHTER in his ears. Harry rises wobbling to his feet. Doc Ock picks him up.numerous feet. INT. Click.NIGHT . Clearly drugged to the gills. Coolly punches a number. DOC OCK HQ . INT. HARRY What. The phone rings. He takes his cell phone out of his pocket.

Ock tosses Spider-Man onto his BIG NASTY SPINAL-CORD EXTRACTING TABLE. I suppose before anything . Sees MJ.NIGHT MJ revives. He has Spider-Man all strapped in. DOC OCK HQ . Groggy.NIGHT Harry's limo pulls up. EXT. INT. Harry gets out. Looks around nervously. now. Harry. MJ he sets down more tenderly to one side. He prepares the procedure. sits up. It looks like it's going to be extremely painful. HARRY MJ? What are you-- Otto turns. Come to watch? I guess you've been waiting quite some time for this moment. OTTO Hello. Harry stumbles in. DOC OCK HQ .

MJ hangs back. The memory of Peter and his father shaking hands. fascinated. Harry goes to her. A 'pod lashes out and knocks her brutally aside. Of Spider-Man leaving the corpse of Norman Osborn.else you'd like to know who put your father in the ground. He nods. . HARRY'S FACE Horror. Masks begin to circle one another in his mind--the masks of Norman Osborn's collection. MJ Peter? (dawning shock and horror) Peter! She runs toward the table. Otto reaches out and YANKS the mask off of Peter. green and grinning. sees the blood on her cheek. Spider-Man's mask--and one other. Harry draws closer.

Starts to inch toward Otto. spiked. stoned and terrified. MJ stands. She sees a big spanner lying on the ground. All of the 'pods are working in balletic unison to prepare the procedure. vascular probe begins to descend on the torn form of his friend. and lurches out of the laboratory.Looks back at Peter lying on the table as a great. Picks it up. Tucks it behind her back.I'm not-- He stumbles to his feet. MJ . The LAUGHTER begins to sound louder in his ear and the probe descends. HARRY No! This isn't-. Ock swings another fell-looking unit into place near Peter's head.

OTTO (cont'd) No. really. You don't want to do this. but alas-- He flips a few more controls. With a few rapid strokes they shave Peter bald. Two of the 'pods zero in on Peter's head. that's not true. OTTO (cont'd) If we could take what we needed without killing him. She's coming closer to Otto. We only need pieces of him. Don't do this. One extrudes foam onto it. we would.Otto. OTTO There's no way to avoid it. The other produces a clipper-head. but they're rather crucial pieces. We're looking .

now. the more we realize that that's just wrong. This is what we're evolving toward. Think about it. A 'pod lashes around the wrench and jerks it from her hand.forward to this death. .. Another 'pod knocks her back against the wall. A relic of the savage past. She's close enough. high and brings it down-- ZWIPP. Now all the cruel apparatuses are in place. Human beings have only gotten better and better at killing over the last fifty thousand years. OTTO (cont'd) But the longer we spend at this level of evolution. An urchin of steel spines. miniature 'pods. wriggle toward Peter's bare skull. She raises the wrench. You know what's interesting? Humans always think of the killer instinct as something very primitive..

ready to cut her to ribbons. Peers into his wild. MJ Otto..OTTO (cont'd) (plural voice) Get away from Otto. MJ (cont'd) Otto. Looking him in the eye. dying eyes. Then takes another step toward him. bitch! Ock turns on her. and come within inches of her face.. MJ (cont'd) . Reaches up. hey? Look at me.. She crosses to him. Please? Just look at me. Lifts the glasses. The arms strike. She flinches but doesn't give way. please. just above her. and the 'pods lash out and hover.. She climbs unsteadily to her feet.

OTTO Better at surviving in this poisonous world. impatient as hounds at the end of their leash. I can feel you. OTTO Yes. MJ Otto you are not a killer.I know that you're in there. Your work is about making us better humans. Your work is not about killing. MJ. right? Better at being human. MJ Why? Why survive? Just for the sake of surviving? . I can feel you? Can you feel me? The arms WHIRR and twitch.

OTTO You love him. Distant sound of SIRENS from outside. OTTO . For you.Otto points at Peter with a meat hand. I do. For me. Otto's at the limit of his control. The first place I ever felt like I belonged. There is. MJ Yes. Otto! There is a place. OTTO I thought there was a place for me in your heart. All his systems breaking down. The WHIRR of the arms ratchets up to a WHINE. MJ There is.

INT. Pull tight. Into the water below. Stuff falling everywhere. dragging Otto with it. Slowly. With a crash. Looks around.You might be right. the 'pods snake up toward the rafters of old building. then smashes through the floor. The walls begin to collapse in on themselves. With a WHOOSH Otto is thrust down deep into the water. There might be. Lash around them.CONTINUOUS Peter revives. 'pods billowing up behind him. DOC OCK HQ . EXT. OTTO (cont'd) Let's find out. he pulls the ceiling in. A streamer. He . UNDERWATER . A pillar tips over onto Otto.CONTINUOUS Otto plunges.

The inevitable trajectory that links them. He squats under it like Atlas underneath the heavens. Peter gives away a little more. in slow motion: The central roof beam give way. leg pinned under a fallen slab of concrete. Faces four inches apart. He sags-.sags-. MJ. His face is five inches from MJ's.sags--stops. muscles taking on a massive burden of wood and inertia. He sees.kicks and thrashes his way out of the surgical unit. . PETER MJ! He leaps across and lands under the beam just at it hits. PETER (cont'd) Hi. with a mighty GROAN. Spider sense TINGLES.

DAY . EXT. CREAKING. MJ I'm trying. Peter sags again. I think my leg is broken. MOANING. PETER This is really heavy. PETER Least of our worries. Now their faces are less than an inch apart. DOC OCK HQ . I'm stuck. The weight seems to increase exponentially. Three inches.MJ Hi.

PETER MJ. For a moment he looks like his namesake. UNDERWATER .DAY Peter is drenched in sweat. MJ If I could just--feel--my foot. MJ is trying to free herself. EXT. . MJ You do love me. DOC OCK HQ . In case we die-- But he runs out of breath before he can finish the sentence.Dawn. INT.CONTINUOUS Otto thrashes in the Rig as the 'pods struggle toward the surface. The grand old building carefully goes about the business of sinking into the river. He's shaking.

PETER I do.NIGHT The entire structure upends and then slides with a certain . Now Peter can only nod. MJ Even though you said you didn't. Their faces are nearly close enough for a kiss. As it slams through the floor. DOC OCK HQ . He is about to break. MJ's face brightens--she's freed her foot. No breath to spare. then under Peter's arms as He drops the beam. he snatches her up. She had better hurry. He yanks them up and out just as: EXT. then fires a web through a place where the walls have collapsed. She crawls out from under the slab.

NORMAN'S OSBORNE'S PENTHOUSE . Stands up.DAY Harry Osborn lies in the middle of the floor of a great. Echoes and ghosts. . He wanders the empty rooms and halls.urgency into the East River. INT. Carpets rolled. UNDERWATER . alone. abandoned.CONTINUOUS Otto turns his face away-- And ten thousand tons of ancient lumber comes tumbling down on top of him. lost. He wakes up like Sal Mineo in Rebel Without a Cause. Draped furniture. empty ballroom floor. A small dark island in a sea of parquet. EXT. Looks around.

More ghosts. A small piece of colored paper. Norman is there. He looks into the mirror over the mantlepiece. Opens it up. NORMAN OSBORNE (O. He's my friend. To Dad Love Harry. NORMAN OSBORNE (O. No one there.) (cont'd) I want to see what kind of stuff you're made of. store-bought Halloween card. Goes in. . It's a little.) All right. Dad. It's your turn now.S. There's nothing there except-- Something in the corner. Harry. He lets it drop.Climbs the stairs. He goes over and picks it up. No. HAVE A BOO-TIFUL HALLOWEEN. Harry looks around sharply. Stops at the door to his father's office. Hesitates. HARRY No.S.

your name on the line! You swore to make Spider-Man pay." "I'm not sure. It reflects only him. make him pay! Harry's leaning his forehead against the mirror.NORMAN OSBORNE Is he." Harry. NORMAN OSBORNE "I don't know. you swore an oath! You put your word. There's a lot I don't understand. I don't know. Now. Your friend. HARRY I swear. I guess that's why he stole your girlfriend. I'm not sure. I guess that's why he killed me. your money. I swear! . HARRY Dad.

As he says this he POUNDS the mirror with his fist. . MJ'S APARTMENT . INT. It shatters and falls. Backpack on his back. And there on the other side of the universe is a neat little room. THE HEADLINE WACKOS: ONE DOWN.DAY MJ lies on the couch. He reaches toward it. A command center. ONE TO GO She reaches for a squeeze bottle that is just out of reach. A haunt. A laboratory of some kind. Harry steps into that other world. MJ Peter! Peter? I can't reach the-- He's there. Droplets of glass rain down. Reading the Daily Bugle. In his coat. Leaving. Her leg in a really big cast. Hanging from a hook is a grinning green mask.

. that's all. PETER Your mother's coming. It's my destiny. the uncertainty. I just can't have you. MJ You also said. I have loved you all my life. that you loved me. MJ (cont'd) You said you'd stay. Mary Jane Watson. I can't ask that of you. This is my deal. The danger. PETER I do love you...MJ (cont'd) Water. She falls back against the sofa. The hatred. You don't know what it's like.

Sees his CAMERA sitting there.He nods toward the Bugle. She puts the paper down. She sticks her head out. Hobbles over to pick up the camera. Her face crumples. Lumbering. She picks up the paper. Grabs her crutch. PETER I'll call you tomorrow. in pain. PETER (cont'd) What's he saying? MJ He's saying you're evil incarnate. MJ Peter! You forgot your camera! . Then as quickly as she can to the window. she pulls herself to her feet. Throws it open. Peter nods. Snow blows in. He goes out.

You don't have to do it alone. awkwardly. We can see the divots that Doc Ock tore out of the face of the building. MJ forms a quick resolve. Then throws herself over the side. MJ Do you know how amazing it is than I can trust you do that? (beat) You were given a gift. PETER . I'll help you. She lumbers out onto her balcony.He's on the street below. And I want you to share it with me. He turns and looks up. PETER MJ! He darts under the balcony and catches her. but sure. Peter. I want to share that gift with you.

hard. did you say married? She hits him. PETER But. (beat) But you've always been weird. PETER Wait. MJ It is weird. This is just--this is just so much weirder than being a policeman. MJ.MJ-- MJ What. MJ . Peter Parker. you think police officers don't get to be in love? Firefighters don't get to be married? That's crazy.

Then he carries her over to the building and. Well. MJ'S (O.) (cont'd) Does this mean I get to see the Spider Cave? PETER (O.S.) That sucks. you asked for it. walks right up it. Face grim.) There is no Spider-Cave. Then SIRENS.S.I already know your damn secret identity! He looks at her. lightly. Hops the balcony and ducks inside with her. Puts down his knapsack. . A lot of SIRENS. Peter goes to the window and looks out. Then around. MJ (O. INT.NIGHT He sets her back down on the couch.S. with just the tips of his feet. MJ'S APARTMENT .

NEW YORK STREET — NIGHT The sky glows orange. MJ You forgot your camera! Spider-Man swings around a corner and straight through the heart of a burning building.MJ Go. Spider-Man takes off into the night. He comes swinging out the other side. Go! I'll be fine.O. EXT. Gas fed.) It was a five alarm fire. flashing sirens. clutching a . 300 firefighters. And the junior Senator from New York on the seventh floor. PETER (V. MJ leans out of the balcony as he sails away to be who he is. He starts to peel off his shirt.

O.) (cont'd) With his lovely companion.DISTINGUISHED GENTLEMAN and a YOUNG WOMAN DRESSED AS A MAID. snatching them from the flames.) (cont'd) Look at that guy. PETER (cont'd) Didn't get a single damn picture of any of it. He touches them down gently. ERT techs rush over. toward a PAIR OF CHILDREN. PETER (V. Spider-Man sails back up into the roaring fire. PETER (V. Doing what he was meant to do.O. Look at him! You want to know the story of his life? No choice in the matter. THE END . No way out.

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