Ultimate Spider-Man Season 1, Episode 1: Power and Responsibility Screenplay by Taylor Spearman Written by Brian Michael Bendis The

episode opens with a computer image of a large black spider. The image itself is different tints of green due to the computer imagery. The spider crawls around on a floor made of digital blocks. Across the bottom of the screen, the following words are typed out: OZ EXPERIMENT 56. SUBJECT: ARACHNID NO. 00. InteriorDayOz Experimentation Lab, Oscorp Two men (NORMAN OSBORN and his assistant JUSTIN) stand in front of a large screen which holds the digital footage of the spider on it. Their backs are to the camera. They are surrounded by several other high-tech pieces of equipment. Norman: You a fan of Greek mythology, Justin? Justin: Not really, sir. Norman: Ever hear the myth of Arachne? Justin: Cant say that I have, Mr. Osborn. OSBORN wears a special glove on his right hand. On the glove is the spider that is seen on the screen. OSBORN holds his hand and the spider underneath a small camera hanging from the ceiling. The camera scans OSBORNS hand and the spider on it and translates the image to the computer. Osborn: The story goes that Athenayou know Athena right? Seems she heard there was this woman on Eartha mere mortal, like you and mewho happened to be a better spinstress than she was.

Justin: Spinstress? Osborn: Athena wasnt too happy to hear this and she came down to Earth and destroyed the womans creations. Justin: Sounds like a woman. Osborn: When this mortal girl saw what had happenedthat she had insulted the gods and that her lifes work had been destroyedshe hanged herself. OSBORN gently uses one finger to stroke the back of the spider, knowing that the spider may very well bite him. On the spiders back are two orange circles that resemble big Os. Osborn: Athena took pity on this poor girl, and touched her on the forehead with a magic liquid and said: You shall not die, Arachne, you shall be transformed and weave your web forever. OSBORNS eyes, a gorgeous color, are hard and cynical as he looks down at the spider on his hand.

Osborn: At Athenas words, Arachne shrank and blackened. First her nose and ears fell off, and then her fingers turned into legs-The spider crawls around on the large glove that OSBORN wears on his hand. Osborn: (OS) What was left of her became her body, out of which she spins and was left to spin her web. Assistant: (OS) Mr. Osborn? The camera pulls back to a wide shot overlooking the entire Oz Formula Laboratory. There are dozens of computers and even

more scientists that fill the lab with their workings. Most of the experiments for the Oz formula are being performed on animals besides the spider. Some of these experiments are seen, including: frogs, rabbits, birds, lizards, bats, etc. A WOMAN in a white LAB COAT approaches OSBORN with a cell phone extended for him to take. Woman in Lab Coat: Mr. Osborn, your lawyer is on the phone. Says its important. OSBORN, obviously unhappy with being disturbed, turns towards the WOMAN IN LAB COAT with the spider still resting on his gloved hand. Osborn: Important to whom? OSBORN angrily snatches the phone out of the WOMAN IN LAB COATS hands. As he puts the phone to his ear and starts to walk away, OSBORN takes the spider and places it suddenly into a startled JUSTINS hands. Osborn: I told you I dont want to be bothered in my lab. Tell him there is no room to negotiate. What? No. I said no. NO! Now that you disturbed me, let me disturb you. OSBORN turns his back to JUSTIN as he angrily converses with his lawyer over the phone. In the background, a panicked JUSTIN holds the spider in his hands, wondering what to do with it without being bitten. Osborn: Let me tell you what Oz means. Oz is a wonder drug. Oz is my most significant invention. Let me tell you what this new discovery is going to mean to this countrys economy! Yesyes. JUSTIN looks down at the spider in his hands as sweat pours down his face in sheer nervousness. In the background, OSBORN walks over to the door of the room and enters the code for the door to unlock. Osborn: The testing is going very well. Extremely well. We are product testing it now. What? Onon all sorts ofof mammals, insects.

OSBORN stays in the background while conversing on the phone. JUSTIN rushes over to the nearest open glass container and throws the spider inside it. Osborn: The spider especially has had some fascinatingwell, believe me, if I could get away with human subjects at this stage, I would. Id start with you. But yes, human testing is the next logical phase and we are looking into JASON nervously looks into the container holding the spider as it scratches its legs against the wall of the container. Osborn: (OS) Well, you tell him this is my company and my discovery and if he doesnt like itthats right. Osborn Industries is the name on the door. Notright, good. JUSTIN turns and hurries after OSBORN through the doorway and into the hall. Osborn: As long as we know whos in charge here, well all be fine. Back in the lab, the camera focuses in tight on the open container that JUSTIN had thrown the spider into. The camera slowly moves in closer and closer to the open lid of the container as the music builds. As the camera grows ever closer, a single spider leg is seen reaching out of the lid. The spider climbs out of the container and balances itself on the edge of the container as it turns its head towards the camera. CUT TO OPENING CREDITS InteriorDayWestwood Mall Food Court, Queens, New York Return from the opening credits with an extreme close-up of a young man (PETER PARKER) with brown hair and brown eyes behind a pair of round glasses. Camera pulls back. Young high school student PETER PARKER sits at a small table in the food court. He holds a open science textbook in front of him and is immersed deeply in its pages. In the background, the busy everyday goings on of the food court play out.

Peter: (To himself) Sodium carbonidethat is such an odd choiceI wonder if The camera pulls back to an establishing shot looking down on the food court in the mall. PETER sits at his table all alone while other students and kids his age are sanctioned off into different cliques all at the surrounding tables. Peter: This is a bold compound PETER is suddenly hit by a handful of ketchup covered French fries from off-screen. Peter: Aah! PETER wipes the ketchup and fries off his shirt in disgust. He looks up towards the direction that the friends came from. A few tables over sit the jocks and popular kids of the high school. Standing up and high fiving each other is blonde handsome athletic FLASH THOMPSON and his large bald best friend KONG MCFARLANE. FLASH and KONG high five each other and horse around, obviously being the ones who threw the fries at PETER. Flash: Give it to me two times! Ha! Ha! Kong: You crazy! At a table in between PETERS and the jocks tables are two young teenage girls having a conversation about school. Teen Girl 1: Oh my GodI totally forgot to tell you Teen Girl 2: What? Teen Girl 1: Im huge in the doghouse at home.

Teen Girl: Why? Teen Girl 1: I totally took off for Senior Skip Day. PETER tries to refocus in on the book in front of him, but he cannot help but listen in on the conversation the TEEN GIRLS are having. Teen Girl 2: So Teen Girl 1: So Im totally grounded and Teen Girl 2: Why? Everybody skipped for Senior Skip Day. Teen Girl 1: Yeah, they called in sick. I just didnt show up. Teen Girl 2: You didnt call in? Teen Girl 1: I didnt call in. Teen Girl 2: Wellduh. Teen Girl 1: I know. Peter manages to drown out the sound of the TEEN GIRLS talking and starts to read from his book again. After a few lines however, he looks up from his book at another nearby table. At the table a few feet away from PETER sit young redhead MARY JANE WATSON, a young smart girl with beautiful red hair but dresses as a Plain Jane. Sitting with her is her friend LIZ ALLEN, a sexy bleach blonde dressed in skimpy clothes that draw attention to herself. LIZ is blabbing on about stuff while MARY JANE reads from a book similar to PETERS. Liz:

So I said What did he say? She said he said he phone was broken. What a dog, right? Mary Jane: (Half listening) Uh-huh. As LIZ continues to prattle on about her own personal drama, MARY JANE looks up from her book and turns her head towards PETER and smiles when she sees him. Liz: So I told her to tell him PETER smiles nervously and blushes bright red when MARY JANE smiles at him. Liz: (OS) Drop dead right? PETER is hit directly in the eyes with another round of ketchup and fries. FLASH and KONG watch PETER and are trying to hold back their intense laughter at his reaction. Flash: Thats a five pointer! Kong: Nuh-uh! Id give it a four. MARY JANE watches as PETER takes off his glasses and cleans the thrown food from them before sadly putting them back on. LIZ stands up from the table and tries to catch MARY JANES attention. Liz: Im going to go try on tops. Coming? Mary Jane: What? Uhno, no I gotta Liz: Study. Yeah, duh, what else is new in the world of Brainy Janey? Im gone.

PETER looks down at his book, with the pages of his book now partially covered in food. He closes the book silently and places it down on the table. Hes done reading. MARY JANE looks on sadly at her friend who has been the victim of such harsh bullying. The camera focuses on PETER as he silently sits looking down at the floor. A large taco soars through the air from FLASHS table towards PETER. The taco crashes directly into PETER with such force that he is covered in the taco meat and toppings. The taco also causes PETER to spill his soda everywhere. FLASH and KONG hold back their laughter, only a few chuckles going through as they wait for PETERS reaction. PETER sits in his chair, spilt soda mixed with taco meat, sauce and sour cream on his shirt and in his hair. FLASH and KONG burst out in cheer and laughter with KONG throwing his hands up in a field goal signature. Kong: GOOOAAL! Flash: Slam it home, King Kong! Teen Girl 2: You guys are such idiots, really! A figure passes by the camera on his way towards where PETER sits. A gentle hand of an older man grabs PETER gently on the shoulder, causing PETER to look up. Man: (OS) Hey, Peter.

PETER looks up to see his UNCLE BEN PARKER standing just behind him. UNCLE BEN is an older man with a kind face and thick gray hair with a ponytail. Peter: Uncle Ben? Whatwhat are you doing here? I thought you were just dropping me off. Uncle Ben: Isnt that Mary Jane over there? UNCLE BEN looks down at PETER and smiles at his young nephew. Uncle Ben: I needed some pants. So I bought some pants. Why isnt Mary Jane sitting over here? MARY JANE looks up from her table as UNCLE BEN calls to her from PETERS table. Peter: (OS) MaryMary Jane? Uncle Ben: (OS) Get over here, girl! Dont you look like a million dollars. MARY JANE walks over to the table. PETER stands up as UNCLE BEN puts his arm around the young boy. PETER is extremely nervous at the situation. Uncle Ben: Doesnt she look fab, Peter? Peter: Yeah, sureof course. UNCLE BEN turns his head over to where FLASH and KONG sit and glares at them unapproving of the way they bully his nephew. FLASH and KONG bust out in more laughter, unthreatened in anyway by UNCLE BENS glare. MARY JANE and PETER sit down at the table together. UNCLE BEN sits down in a chair across from PETER and turns the chair around cool style.

Uncle Ben: Hey, Mary, howd that science whatchamacallit doohickey project you and Peter were working on go? Mary Jane: Peter didnt tell you? Peter: OhI didnt want to bore him with Mary Jane: I think we did good. Uncle Ben: You did great. You always do. InteriorDayHallway, PS 163, Queens District The next day at school, PETER slowly trudges along down the hallway, holding a few of his school books close to his chest. His head is hung low, trying to keep to himself. From out of nowhere, PETER is kicked hard in the ass from behind and sent sprawling to the floor. His books go flying out and land all over the hallway floor. KONG laughs and claps FLASH on the back after his field-goal kick to send PETER sprawling across the floor. The two high-five as FLASH is at his most smug. Kong: GOOOAAL! Flash: That is definitely worth ten points, Kong: Ten? That was a six tops. PETER scrambles to pull his books together in a pile on the floor. He looks up at FLASH and KONG with angry and some hatred in his eyes. This only makes FLASH and KONG laugh harder. Flash: Uh-oh. Looks like Parker is about to pull a Carrie.

Student: (OS) Guysguys! HARRY OSBORN, a young slick popular student and son of NORMAN OSBORN, approaches PETER, FLASH and KONG. He uses his money and influence to be popular and wears all black including a leather jacket. Harry: Come on, leave the guy alone for two seconds. Flash: What? Are you sweet on him, Harry? Harry: No, Im sweet on you. HARRY mockingly pats FLASH on the cheek, which infuriates the jock but he doesnt do anything. Flash: Oh yeahI forgot. This is your charity project. Harry: Go flex a muscle. A TEAHCER turns the corner and comes across the scene going on between the four students. The TEACHER looks at FLASH, KONG and HARRY standing around while PETER is gathering his books and believes them all to have been picking on him. Teacher: Is there something going on here? What is this mess? Harry Osborn, Thompson, dont you punks have practice? Go! Harry: Yes, sirsir. HARRY slides his hands into his jacket and walks away down the hallway. KONG and FLASH follow behind him as they continue to push and shove each other jokingly like the big palookas they are. As PETER stands back up on his feet, the TEACHER places his hands on his shoulders.

Teacher: Parker, dont let those guys pick on you like that. Ok? You come to me if that happens again PETER silently nods, but the look in his eyes is that of exasperation, as if he really stands a chance standing up to FLASH and KONG. A few minutes later, PETER is standing at his locker putting his books away and exchanging them for the ones needed for his next class. HARRY walks up casually to PETER and leans against the lockers next to his. Harry: Petey, when are you going to learn to stay out of their way? Peter: (Frustrated) Yeah, silly me for walking down the hall. What was I thinking? PETER grabs his books and slams the locker shut in frustration. Harry: So Ill swing by the Parker pad around eight, well go through that Biology stuff. Peter: Actually Harry, I was going to work on one of my HARRY cuts PETER off and puts his arm around his shoulder. Harry: Great, Ill bring some nosh, you bring the brains. Peter: Yknow, fine, butyou know Harry: What? PETER gently removes HARRYS arm from around his shoulder and steps out. Peter:

I dont mind doing your homework for you Harry: Helping me with my homework. Peter: Butcant you get those jerkhole teammates of yours to get a new hobby? Harry: Oh, forget about them. Roll it off. Peter: Roll it off? HARRY takes PETER by the shoulder and adjusts his collar, dusting off some of the dirt from the floor off his shoulder. Harry: Dont worry about it. After high school, you are going to, like, whiz right by them. Youll slap together with one of those internet companies that sell widgets and make forty million dollars or something. And these guys? You know how it goes. Flash Thompsons whole life peaked, like three weeks ago. Peter: Yeah, well, that aint helping me now. Harry: Id help you, Peter, butyou knowthems the politics of being me. See you on the flipside. HARRY pats PETER on the back before turning and walking away down the hallway. Peter: Great. InteriorDaySchool Gymnasium In the large gymnasium for the school, P.E. is going on full swing. Several girls, the popular ones more than likely, sit in the bleachers talking about their own drama. Most of the boys in the class are standing in a line starting at the Free-Throw Line as they take shots in front of the coach.

FLASH is up first as he dribbles the ball in preparation. KONG stands behind him in line with the second basketball. Gym Coach: Come on, Flash! Show me the moves! FLASH flashes the cockiest of his smiles before he charges the net and dunks the ball with simple ease and style. Gym Coach: Thats the man! PETER watches from further back in the line as KONG steps up to shoot from the free-throw line. KONG makes the shot and sinks it through the net easily. Gym Coach: And The Kong puts it through! King Kong! The GYM COACH takes the basketball and passes it to PETER as he steps up next in line. Gym Coach: Youre up, Parker! PETER barely manages to catch the ball without looking like a wimp. Without dribbling, PETER steps forward to the free throw line. The camera zooms out as PETERS nervousness causes him to freeze up. The GYM COACH stands behind PETER as he grows more and more impatient before finally bursting out. Gym Coach: (Yelling) PARKER! BALL in BASKET! PETER nearly jumps when the GYM COACH yells out him. PETER just barely manages to get himself under control before taking the shot. The ball soars through the air, not even coming closing to making the basket. The ball clears the net completely and hits the wall behind it. The GYM COACH throws his arms up in frustration at the lack of skill PETER has.

Gym Coach: A woman! I swear to God! The GYM COACH storms away in frustration as several of the students surround PETER and josh with him, patting him on the shoulders and laughing at the GYM COACH. Gym Coach: If I had to bet cash money, based on that throw, Id say I was looking at a woman. The moment is ruined as FLASH pushes several of the students aside and stands in front of PETER so that he can mock him. Flash: Try wearin a sundress next time. Maybe you can borrow one from the hippie-loving Uncle. PETER says nothing, knowing it would only make things worse, as he just glares at FLASH with contempt. ExteriorNightThe Parker Home, Forrest Hills, Queens The camera sets up an establishing shot outside the Parker household in a nice and quiet neighborhood in Queens, New York. InteriorNightDining Room, Parker Home Sitting around the dining room table eating a nice home cooked meal are PETER, his UNCLE BEN as well as his AUNT MAY PARKER, a lovely woman who despite her age still has some spunk and attitude. UNCLE BEN and AUNT MAY are eating dinner while PETER sits at the table distracted by reading from a book. Aunt May: S.A.D. Uncle Ben: What? Aunt May: Social anxiety disorder

Uncle Ben: What? Aunt May: Socialanxietydisorder Uncle Ben: Will you leave the boy alone? Aunt May: I think its worth investigating. Uncle Ben: Then leave me alone. Aunt May: Dont you worry about our little Peter? Uncle Ben: No. No I dont. Hes a smart and resourceful kid. AUNT MAY sighs and places her hand under her chin as she watches the silent PETER. Aunt May: But hes so quiet. UNCLE BEN continues to eat his green peas, not falling into AUNT MAYS worrisome problems. Uncle Ben: Hes thinking. PETER takes a bite of his food as his eyes never leave the page of the book in front of him. Aunt May: I dont like it. He used to be such a happy, little boy. Uncle Ben: And now hes a contemplative, little man. AUNT MAY smiles and reaches over to hold UNCLE BENS hand. Aunt May: Just like his father was.

UNCLE BEN smiles back at his wife and squeeze her hand gently. Uncle Ben: Thats right. AUNT MAY turns towards PETER as he takes a sip of his drink and continues reading. Aunt May: Peter? PETER doesnt answer, focusing hard on his book and continues reading. Aunt May: Peter? (No answer) Peter?! (Still no answer) PETER?! PETER finally looks up from his book as AUNT MAY nearly yells. PETER places his book down for a moment and looks to his AUNT MAY. Peter: Whats up? Aunt May: What did we say about reading at the table? Peter: Did we say we like it? UNCLE BEN chuckles and tries to hide his laughter from AUNT MAY. AUNT MAY stands up from the table and takes her dishes to the kitchen to clean them off. Aunt May: You know what, I am going to look up this social anxiety disorder on the computer. Uncle Ben: Thats a good idea, May.

AUNT MAY walks out the entrance of the dining room and into the kitchen, leaving UNCLE BEN and PETER alone. Uncle Ben: That should keep her busy for hours. Aunt May: (OS) I heard that. PETER and UNCLE BEN look at each other and burst out in laughter. ExteriorNightPeters Basement Down in the basement of the Parker household, PETER has turned the area into a makeshift personal laboratory that he uses to run experiments. There are beakers, dry erase boards, scales and other simple lab equipment. PETER sits at the computer doing some work while HARRY OSBORN is examining a few of the beakers and tubes full of different chemicals PETER is working with. Harry: I never get over all the doo-dads you got. My dad doesnt have this much crap laying around. PETER stands up from the computer and carries some books over to HARRY next to the dry erase board. Peter: Yeah, most of it, yknow, I got from my dad. Harry: Inherited it? Peter: Yeah. Harry: Heyhowd your parents buy it? PETER looks away from HARRY, the memory of the incident still hanging over him after all these years.

Peter: Plane crash. HARRY realizes the awkwardness of the situation and rubs the back of his neck. Harry: (Softly) Bummer. (Aloud) SouhI bet that Watson girl gets all hot and bothered down here, huh? Peter: (Nervously) Oh, were just friends. HARRY picks up a test glass of an unknown substance and stirs it around curiously. Harry: Uh-huh. PETER sees what is it that HARRY is playing with and quickly rushes over to him. Peter: Oh, no. Dont do that. PETER takes the test glass from HARRY and holds it close to his chest, showing its importance to him. HARRY looks at him funny. Peter: Sorry. Delicate. Harry: What is all this, anyhow? Youre not going to blow up the school, are you? Peter: (Embarrassed) No. Stop it. PETER steps past HARRY towards the dry erase board, which is covered nearly completely in a complex formula that PETER has been working on for months now. Peter: This isits reallysee, my father was working on a couple of patentsthis one was for this interesting molecular adhesive.

PETER steps closer towards the dry erase board, his eyes examining every aspect of the equation. Peter: He hadnt finished the testing before heyou knowBut Ive been running a series of density tests and PETER starts to drift off into his own world, becoming lost in his thoughts about the equation as well as his father. Peter: And HARRY realizes that conversation with PETER is pretty much done and pats PETER on the shoulder, which PETER barely notices. Harry: Yeahso, listen, Im going to bail outso HARRY leaves through the tornado shelter doors (the only other exit beside the door to the kitchen) and leaves PETER alone, staring at the equation as he attempts to figure out how to crack it. ExteriorNightOsborn Mansion The camera sets up an establishing shot of the large and lavish Osborn Mansion, set on the outskirts of town. The camera stays focused on the mansion as a red sports car drives up the long driveway and parks in front of the steps leading to the doors of the mansion. HARRY OSBORN steps out of the car, shuts the door, and climbs the front steps of the mansion. InteriorNightOsborn Mansion HARRY walks through the front door of the mansion, making his way through the main lobby/living room of the house. As he does, he can hear his father, NORMAN, talking loudly on the phone from within his office. Norman: (OS) Let me tell you something about the American consumer marker, Joe. HARRY walks towards the door leading to his fathers office, slowly peeking in once he reaches the door.

Norman: (OS) The cigarette companieslisten to methe cigarette companies were putting addictive levels of nicotine in cigarettes decades before anyone figured it out. InteriorNightNormans Office, Osborn Mansion NORMAN OSBORN stands next to his desk with a phone to his ear in one hand and a glass of scotch in the other hand. His assistant JUSTIN stands to the side saying nothing. HARRY stands in the open doorway, waiting for a moment to enter the conversation without angering his father. Norman: And when the government of the United States finally got around to figuring it outit was too late. The entire world was already having a nicotine fit. So, dont tell me that it is against the rules to add whatever additives we so desire to our own properties. If I see fit to Then, what? Deny, deny, deny. NORMAN stops talking on the phone as his eyes go wide in sheer surprise. He removes the phone from his ear and looks down at it. Justin: Sir? Norman: He put me on hold. Amazing. NORMAN takes a drink from his scotch glass as HARRY timidly approaches him. The most popular guy in school, terrified to speak to his own father. Harry: S-sir? NORMAN turns and looks at his son, seeming surprised and annoyed that he would interrupt his business call. Harry: Dad, uhdo you remember that in my science class is coming to visit the labs tomorrow? Because I was hoping that you NORMAN turns away from HARRY and starts yelling loudly foor his wife.

Norman: Martha?! MARTHA! Will you get this kid out of here?! MARTHA! JUSTIN steps forward and gently leads HARRY out of the room as NORMAN walks over to his desk and raises his phone back to his ear. Justin: Harry, it might be time to excuse yourself. Norman: Like I have nothing better to do than babysit yourJOE! HARRY steps back out into the hallway and looks back to see his father continuing the business conversation. Norman: So listen, lets start doing some figuring. Just push some numbers. See how it looks. JUSTIN shuts the door on HARRY, who looks down at the floor before walking away. Norman: (OS) Good boy. ExteriorDayOsborn Industries The camera sets up an establishing shot outside of Osborn Industries, a large building several stories tall and a large sign out front O.I. Tour Guide: (OS) Welcome, childrenSince 1973 Osborn Industries, Inc. has been dedicated to providing innovative materials for manufacturing, construction, automotive, chemical processing and numerous other global industries. We are leading global manufacturing Osborn operatives InteriorDayOsborn Industries A female TOUR GUIDE leads a large group of students through one of the main walkways of the building where they can look down and see some of the many experiments and work going on in the building.

Tour Guide: About one hundred and ten manufacturing and seven research and developments facilities worldwide. PETER PARKER and MARY JANE walk next to each other as a part of the tour group. PETER is excited to be surrounded by so much science and looks down at the experiments occurring below them. He runs his hand along the railing of the walkway. Tour Guide: We manufacture and produce chemically engineered products with special focus on replacements of EHS hazardous acids and solvents. PETER turns back to MARY JANE and smiles nervously as they continue walking and he runs his hand along the rails. Tour Guide: If you follow me down this way, you will see PETER calls out suddenly in sheer agony from out of nowhere. It is a blood chilling scream. Everyone turns as PETER throws his hand up, where the large spider from the opening scene is seen attached by the teeth to PETERS hand. Small droplets of blood flow down his hand. PETER shakes his hand wildly and throws the large spider free from his hand and into the air. The large spider lands directly on MARY JANES chest and crawls around as MARY JANE screams hysterically. PETER starts to stagger on his feet, falling to the railing and catching himself. He is sweating heavily. MARY JANE continues screaming as she swats at the spider and manages to knock it off of her shirt. The spider falls to the ground and immediately starts to crawl again before KONG smashes the spider under his foot. Kong: Die!

PETER falls to the ground in the center of the group, succumbing to the spider bite. Flash: The spaz is freaking! Mary Jane: Peter! PETER holds his hand where the spider bit him and writhes back and forth from the agonizing pain. He screams out in agony. MARY JANE gets down next to PETER and puts her hand on his back to try and help him stop writhing on the floor. Student: What is going on here, Parker? Teacher: Everyone back! Flash: God, Parker! Mary Jane: Peter?! PETER slowly starts to stop writhing as the bite starts to slowly affect him more and more as the world around him starts to go black. Kong: (OS) Yo man! That was a big honkin spider! MARY JANE as well as the TEACHER and a SECURITY GUARD gather around the PETER as he continues to black out slowly. Mary Jane: Peter? Can you hear me? Peter? Tour Guide: Alright, kids. Get into a single file line. Kong: (OS) See how I killed that thing?!

The world around PETER goes completely black as he passes out from the pain. ExteriorDaySchool Bus A school bus drives down the highway back towards the city carrying the class on their way back from the Osborn Industries tour. InteriorDaySchool Bus PETER and MARY JANE sit at the front of the bus on their way back to school from the field trip. PETER holds a paper bandage wrapped around his hand where the spider bit him. One of the teachers sits in the seat next to him and leans over to check on him. Teacher: We called your aunt. Shell be at school to get you by the time we get back. Are you feeling better? PETER smiles nervously and embarrassed at his teacher, adjusting his glasses with his free hand. Peter: Yeah, I justI think I just wigged out. That spider was huge. Mary Jane: Oh my God! It so was! Teacher: Your aunt will take you to the hospital, so-The TEACHER turns back in his seat facing the front of the bus. MARY JANE notices the expression on PETERS face. Mary Jane: Nothing to be embarrassed about, Peter. Couldve happened to anyone. Peter: Well, how come it alwaysalwayshappens to me? MARY JANE places her hand on PETERS shoulder and hugs him gently, which puts a smile on PETERS face.

Mary Jane: Not always ExteriorDayHighway The bus passes by the camera as it continues down the highway towards the city. InteriorDayOsborns Main Office, Osborn Industries NORMAN OSBORN stands behind his desk looking out the window of his office. The skyline of the city can be seen. Justin: (OS) Seems there was an incident on the main laboratory floor. JUSTIN stands in front of NORMANS desk as he reads from the incident report from his tablet. Standing on the side of the room is NORMANS personal bodyguard, the sinister and bald-headed tank-like SHAW. Justin: One of your sons classmates was bitten by the 00 arachnid specimen. NORMAN scoffs and shakes his head in disgust. Norman: Harry shows up and something turns to crap. What a shocker. NORMAN turns away from the window towards JUSTIN and places his hands on his desk. Justin: Names Peter Parker. He was bit on the hand. Norman: By the specimen. Justin: Yes. Norman: By our specimen. Justin:

Yes. Norman: Why wasnt it in containment? JUSTIN looks up from his tablet nervously. Justin: We are checking on that, sir. I dont know but the specimen was destroyed in the chaos, sir. Norman: Fire the floor manager. I want her gone within the hour. Justin: Yes, sir. NORMAN takes a seat in his main chair and ponders the situation over. Norman: Legal obligations? Justin: If they sue, they sue the school. SHAW steps forward away from the wall to make his presence known. Shaw: If they sue, they sue us. The school doesnt have any money. We either settle immediately or we start building our defense now and wait for the hit. Justin: Its an admission of guilt if you even pay his doctors bill. NORMAN sits in silent for a moment, mulling over in his mind what his next step of action should be. Norman: No, no, lets pick up the tab. Shaw: Norman, I have to advise

Norman: Lets pick up the hospital tab. Justin: Why? Shaw: Yes, please enlighten us on this one. NORMAN stands up from his desk and adjusts his tie, showing his authority to JUSTIN and SHAW. Norman: I want to keep an eye on the boy. InteriorNightPeters Bedroom PETER lies sprawled out on his bed, passed out from the exhaustion of the long day he just faced. Aunt May: (OS) He just came home and passed out. Uncle Ben: (OS) Well May, he had a day is all. AUNT MAY and UNCLE Ben stand next to PETERS bed with the bedroom door opened behind them. They watch as PETER sleeps peacefully. Aunt May: The doctors said his blood is normal and that the spiders venom isnt toxic in any way. He said itll be swollen for about a week. And thats it and thats that. Uncle Ben: Yeah, I got bit by one in that commune the summer before I met you. AUNT MAY turns her head towards UNCLE BEN, with something bothering her. Aunt May: The Osborn people picked up the hospital bill and sent a huge basket.

Uncle Ben: Of course they did. They think were going to sue the pants off them. Aunt May: Are we? Uncle Ben: Of course not. It was an accident. No harm done. UNCLE BEN puts his arm around AUNT MAY as they turn and head out the bedroom door, closing it shut behind them. Uncle Ben: And you know, theres HarryMr. Slickhes a pal to Peter. Maybe his only one. Were going to ruin the kids friendship for a couple of bucks from his old man? PETER stirs in his sleep, unaware of the conversation going on around him while he sleeps. Peter: No, no, its back to the normal for us. InteriorDayHallway, Peters School The next day at school, PETER is trying to walk down the hallway in peace without anyone bringing up the spider incident from the day before. This does not happen however as FLASH THOMPSON jumps out of nowhere at PETER and throws his hands in the air. Flash: OH No! I GOT BIT BY A MOSQUITO! HHUUUAAGG! PETER says nothing as he continues to walk down the hallway, however FLASH and KONG wont allow him any peace. KONG walks over to MARY JANE, who is standing at her locker next to LIZ ALLEN. Kong: Mary Jane, if I throws up on ya, will you go out with me? (Fakes vomiting noise) LIZ shakes her head in disgust as KONG moves down the hall as he and FLASH follow PETER. Another FEMALE STUDENT joins her and MARY JANE.

Liz: You really should stop hanging out with Parker. Hes getting loser stink all over you. Female Student: I heard he threw up on your shoes. Mary Jane: He didnt throw up on my shoes. Female Student: What I heard. Mary Jane: Well, he didnt. Female Student: The cheerleaders are calling you spew shoes. Mary Jane: Well, for them thats almost clever. KONG and FLASH follow a few feet behind PETER as he makes his way down the hallway. Flash: Looks like a ten pointers Kong: After you Flash: No, please, I insist. Kong: Mister Thompson, it would be my honor FLASH takes a step back as KONG rears his large foot back in preparation to kick PETER. The camera slows down to a slower motion. Still in slow motion. PETER continues down the hallway, keeping his eyes closed so as to not make eye contact with anyone out of embarrassment.

(Slow motion) KONG swings his giant foot in an arch to kick PETER hard in the ass. The camera returns to normal speed. PETER suddenly looks up as his eyes shoot open, suddenly extremely aware that danger is near. PETER smoothly turns to the side, avoiding KONGS field goal kick completely as his foot goes high into the air. PETER quickly reaches out with his hand with incredible reflexes and grabs the bottom of KONGS foot. PETER throws KONGS foot up higher into the air with such amazing strength that KONG literally flips a full circle in the air, crying out before falling flat on his face on the cold hard floor. PETER, eyes wide in shock at what he just did, steps away from KONG. KONG groans after face planting hard on the floor, rubbing his aching head. FLASH runs over to KONG and laughs at what has just happened. Flash: Dude! Holy crap! PETER slowly backs away from KONG, looking down at his hands as he wonders how he was able to do that. MARY JANE looks at PETER, just as confused as everyone else is. Mary Jane: Peter? Peter: II KONG slowly starts to get to his feet with FLASHS help. A crowd of students start to gather around them after seeing what happened. The door to one of the classrooms opens and a teacher steps out to check on the commotion. Kong: Ow FLASH helps KONG to his feet. KONG rubs his aching head as the TEACHER parts the crowd and the students start to disperse.

Teacher: What is going on here? Kong Harlan! How many times do you need to be warned? PETERS hand goes to his head, as the world starts to spin around him and he loses his balance. Teacher: I dont know who you are(Notices PETER swaying on his feet) PETER! Peter, are you okay, son? Without saying anything, PETER falls backwards to the floor, passing out in front of MARY JANE and everyone. Teacher: Everybody back! Mary Jane: Oh, no! Not again! PETER hits the floor in an unconscious state. MARY JANE rushes to his side to check if he is okay. The scene quickly fades to black, the same as PETERS consciousness. InteriorDayHospital Room PETER awakens with a jump, sitting up quickly from the hospital bed with a jolt. Peter: AAAH! PETER is wearing a hospital gown and is lying down in a hospital bed. AUNT MAY is at his side to make sure that he is okay while a DOCTOR and NURSE stand at the front of the bed. The DOCTOR holds PETERS chart in his hands. Aunt May: Oh my God. Thank thePeter are you okay? Peter: Uhyeah, yeah. Im fine. Aunt May: Youre not fine, sweetie. You fainted.

The DOCTOR steps over to the side of the hospital bed and holds up three fingers in front of PETER. Doctor: How many fingers am I holding up, son? Peter: Three. Doctor: Any dizziness? Blurred vision? Nausea? PETER stirs and sits up straight in the bed. Peter: No. Im thirsty, though. Im really thirsty. Doctor: Nurse? The NURSE nods and leaves to go get PETER a cup of water. Nurse: Yes, Doctor. Doctor: So, what happened back at the school, Peter? PETER takes his glasses from the table next to him and puts them on. Peter: I dontI dont know exactly. I just sort of checked out, I guess. Doctor: Hows your hand? PETER looks down at his hand, which has a fresh bandage over the bite. Peter: Ohyeah. No, its fine. Doesnt even hurt anymore. Doctor: Have you been taking any drugs at all? Marijuana?

PETER looks up at the DOCTOR as if he were crazy. PETER doing drugs? Puh-lease! Peter: No, of course not. The DOCTOR looks at PETER seriously, usually having to deal with teenagers lying to him about this question. Doctor: Nows the time to tell me, Peter. We are going to run blood and urine tests, so Peter: No, I swear. I wouldnt even know where to get any AUNT MAY steps up to defend PETER to the DOCTOR. Aunt May: The thing is that Peter has always suffered from environmental allergies. Maybe the spider bite mixed with the Doctor: Maybewell run a full blood work and some x-rays, make sure nothing got fractured. The DOCTOR turns and leaves the room. A few moments later, the NURSE returns carrying a tray. On the tray is a cup of water for PETER as well as some rubbing alcohol, a cotton ball, a syringe and a container tube. Nurse: I need you to just relax your arm, ok? Itll only sting for a sec. The NURSE places the tray down on the table next to PETERS bed. PETER holds out his arm for the NURSE to draw blood from. The NURSE takes PETERS arm in one hand and, with the other hand, flicks his arm in search of a vein to draw blood from. As soon as the NURSE flicks his arm, strong veins in PETERS arm stick out. PETER looks down at his massive blood veins in shock at how thick they are.

The NURSE takes the needle and presses it against PETERS skin, but she has some trouble getting the needle to enter the skin. Nurse: Huh. Thick skin you got here. The NURSE finally manages to slide the needle in and draw the blood into the syringe. PETER watches on in some awe at what has happened. Peter: You coulda fooled me. InteriorDayNurses Station, Hospital The NURSE who drew PETERS blood walks up to the nurses station, where a SECOND NURSE sits at the computer, bored and wasting time. The NURSE places the tray containing the blood sample on the counter. Nurse: Hi, could you take this to the lab and have them do an express on this one? Theyre waiting on it. Hes a cute kid. Thanks. The NURSE turns and leaves without the STATION NURSE replying as she continues to work with her back to the counter. Station Nurse: (Distracted) Whatever. As the NURSE walks away from the station, a figure in a black trench coat (whose face is hidden at the moment) steps out from behind a corner. The TRENCH COAT FIGURE walks silently towards the nurse station, making sure he is unnoticed by the STATION NURSE. He reaches out with a gloved hand and takes the sample of PETERS blood. He slides the blood sample into the trench coat pocket and removes a second sample from his other pocket. He gently places the swapped sample on the tray without making a sound. SHAW looks around to make sure that no one witnessed his swapping out the blood samples. He adjusts the collar on his trench coat and walks towards the exit.

A microscopic slide of a blood sample (PETERS blood to be exact) is shown from the POV of the person looking for the microscope. InteriorDayNorman Osborns Private Lab NORMAN OSBORN sits at the computer in his private lab examining the sample of PETERS blood SHAW stole from him. The sample is shown on the screen. JUSTIN and SHAW are in the room along with NORMAN. Justin: Sir? Norman: Its the OZ. Its killing him. Justin: How? NORMAN turns and snaps with anger at JUSTIN. Norman: WELL, I DONT KNOW DO I?!! NORMAN turns back in his seat and silently stares at the screen. There is a few seconds of silence. Justin: Theyll trace it back to the lab. Norman: Yes. Justin: Set the project back maybe forever. Norman: Yes. There is another moment of silence. JUSTIN looks from OSBORN to SHAW and back to OSBORN. Justin: How long does he have? Norman:

Not long. Justin: So hes going to die Norman: Yes. Justin: So no matter what, hes going to die? NORMAN is silent for a moment as he starts to realize what JUSTIN is alluding too. He turns in his chair to face SHAW. Norman: Shaw? SHAW nods, practically reading NORMANS mind. Shaw: Taken care of, sir. InteriorNightDining Room, Parker Home PETER and UNCLE BEN sit at the dinning room table, ready to eat dinner. They stare confusedly at the large steaming loaf of banana bread that AUNT MAY has placed down in the center of the table. AUNT MAY stands at the table still in her apron after finishing cooking the bread. Peter: What is that? Aunt May: A banana bread. Peter: A banana bread? Aunt May: I read this book of homeopathic remedies. Potassium is fantastic at counteracting allergies. Potassium is in bananas. Bananas are in bread. You will eat the banana bread. UNCLE BEN reaches out to cut himself a slice of the banana bread.

Uncle Ben: I would like a piece. AUNT MAY slaps UNCLE BENS fork away before he can get any banana bread. Aunt May: No. Uncle Ben: No? AUNT MAY takes the banana bread and slides it over to PETER. Aunt May: No. Its for Peter. Uncle Ben: Rip off. AUNT MAY cuts a piece of banana bread and places it on PETERS plate. Aunt May: Eat! ExteriorDayStreet, Queens PETER is walking down the street, on his way to another day at school. He is reading a book as he walks, pretty much oblivious to the world around him. As he walks, a black car sits at a nearby stop sign. The window of the black car rolls down, revealing SHAW at the wheel of the car. He watches PETER and raises a phone to his ear. Shaw: I have a visual. On the other side of the line, NORMAN sits at his desk in the dark, waiting for SHAW to carry out the orders. Norman: Green light, Shaw. Green light. Make sure its done.

SHAW hangs up the phone and presses his foot on the gas. The tires spin out as the black car starts to speed directly towards PETER. SHAW tightens his grip on the wheel, bracing himself for the oncoming impact of the crash. PETER continues walking down the sidewalk as he reads his book and the speeding black car grows ever closer. PETER suddenly looks up from his book. The world slows down around him once again. The camera spins around PETER before moving back quickly to the oncoming black car, then back to PETER, who now senses the car directly behind him. PETER leaps into the air suddenly, higher than he has ever jumped before, and perfectly flips backwards over the black car as it speeds under him. PETER lands the beautiful back flip perfectly and gracefully as the black car crashes into a nearby tree. SHAW sits behind the wheel of the crashed car, frustrated and mildly shocked at how PETER was able to do that. SHAW looks in the drivers side mirror and sees PETER running towards him to make sure that he is ok. Peter: Mister! Oh, my God! Are you ok?! SHAW closes his eyes and calmly pulls out a loaded pistol from his trench coat. He cocks the gun in preparation of PETER reaching him. As PETER runs closer to the car, he suddenly comes to a screeching halt, as if something is wrong. The camera goes into SPIDEY-SENSE mode (the previous slow motion mode) and flashes over to SHAW sitting at the wheel of the car with gun in hand. Exit SPIDER-SENSE mode. SHAW waits patiently for PETER to arrive so that he may finish the job, but PETER never arrives.

SHAW sticks his head out the window of the car to see where PETER could possibly be. SHAW sees PETER running down the sidewalk at an amazing speed away from SHAW and the danger he poses. SHAW sits back in his seat, stumped at how PETER realized he had a gun. He takes out his phone, dials a number, and holds it up to his ear. Back at his main office, NORMAN answers his phone quickly to hear SHAWS report. Norman: Report? Shaw: (Over the phone) Sir? Youre not going to believe this, but The rest of what SHAW says over the phone is only heard by NORMAN and not the rest of the audience. His eyes slowly go wide and he stands up from his desk. NORMAN is silent for several seconds. Shaw: (Over phone) Sir? NORMAN sits down slowly in his office chair and holds the phone close to his ear. Norman: Abort. Back in the car, SHAW looks confused at NORMANS reaction to the situation. Shaw: Are you sure, sir? I can go to his home and Norman: (Over phone) (Yelling) ABORT! I want to study the kid, not kill him! InteriorDayPeters Basement Lab

PETER rushes into his lab, throwing his bag into his chair. He nervously runs his hands through his hair, terrified and freaked by what just happened. Peter: Whats the heck is going on? I meanwhat the hell is going on? PETER paces back and forth across the room, trying to piece together whats happening to him. After a few moments, PETER stops and looks up in realization. FLASHBACK to PETER being bitten by the spider at Osborn Industries. FLASHBACK to PETER catching KONGS kick and flipping him in the air. FLASHBACK to PETER being bitten by the spider, but this time the camera cuts in to a close up of the spider. FLASHBACK to PETER flipping backwards over the black car as it speeds directly underneath him. PETER looks down at his bandaged hand and rubs it gently. Peter: I knew that car was coming for meI knew it. I knew it before it A few minutes later, PETER sits at his computer, researching information on what may be happening with him. PETER types Osborn Industries into the search bar and brings up the homepage for the company. PETER hesitates for a moment and Xs out of the Osborn Industries page. In the search bar he types in spiders. A page about spiders appears on the screen and PETER scrolls down. PETER sees something and leans in closer to read it. On the screen, PETER reads the following many people confuse spiders with insects, but they belong to the phylum anthropoda in the animal kingdom PETER takes a thumbtack and pricks his finger, drawing a small amount of blood. PETER takes the blood and places it on a microscope slide.

PETER sits at his work table and looks into a microscope of his blood sample. PETER slides back over to his computer after examining his blood. He starts to scroll further down the page on spiders. Peter: Well, whaddaya think of that? PETER reads another segment of the page on spiders, which reads: Have developed feeling mechanism that makes them capable of detecting movements of PETER turns away from the computer, running through his head everything his research has uncovered. Peter: No way! PETER looks up and out the basement window at the full moon in the sky, showing how much time has passed while researching. The door at the top of the stairs leading down to the basement slams open, with an angry AUNT MAY standing at the top of the stairwell. Aunt May: Peter, get up here. NOW! InteriorNightLiving Room, Parker Home PETER stands against the wall of the living room as AUNT MAY and UNCLE Ben stand around him. AUNT MAY and UNCLE BEN are not happy at all with PETER, while PETER couldnt care less. Aunt May: So I get a call at work, and-and the principals office says that he didnt even go to school today. Uncle Ben: Where have you been all day, Peter? Peter: I was in my lab.

Uncle Ben: What were you doing? PETER looks down at the floor without saying anything, just shuffles his feet slowly. Uncle Ben: Hello? Peter: I didnt feel like going to school, today, alright?! Aunt May: Didnt feel like going? PETER looks up at AUNT MAY and UNCLE BEN with the anger that is always found in a teenager his age. Peter: School isnt the party you think it is, alright? Uncle Ben: Well, youre not supposed to be having a party, youre supposed to be in school to learn! Peter: (Under his breath) Yeah, I know. Aunt May: Now I know that what happened on the field trip was embarrassing. I can see that, but Uncle Ben: Are you feeling alright, son? PETER lashes out suddenly, raising his voice for the first time in anger. Peter: IM FINE! UNCLE BEN is taken back at the sudden anger. Uncle Ben: Peter?

PETER pulls away from the wall quickly, but as he does his fingers tear pieces of the wall off with them as if they were stuck. PETERS eyes go wide in shock at this and looks down at his hands. However, AUNT MAY and UNCLE BEN dont seem to notice any of this. Aunt May: Who exactly do you think youre talking to with that mouth? Uncle Ben: Maybe you need to go to your room for the night and think about things. Peter: Go to my room?! Im in high school! Uncle Ben: (Sternly) Go. PETER throws his hands up in utter frustration and storms away up the stairs to his room. Peter: GOD! AUNT MAY and UNCLE BEN watch silently as PETER disappears up the stairs. His stomping up the stairs is heard followed by the slamming of his door. AUNT MAY turns towards UNCLE BEN. She is worried about the sudden aggression that PETER has been showing as of lately, especially this outburst. Uncle Ben: Kid had a tough week. Aunt May: I know. Uncle Ben: This too shall pass. Aunt May: I know. Maybe Ill bring him some banana bread later.

Uncle Ben: Putting him in his room is punishment enough. AUNT MAY playfully slaps UNCLE BEN across the shoulder. InteriorNightPeters Bedroom PETER lies sprawled out on his bed, a science book in his hands and his blanket on the floor. PETER stirs restlessly in his sleep, having bad dreams. He is sweating heavily and mutters in his sleep. PETER suddenly sits up as if yanked from his dreams and yells out. PETER rubs his head, realizing it was all just a dream. He turns in his bed and checks the time. It is 4:12 in the morning. PETER lies back in his bed and rubs his head, fighting off a headache. He looks at his hand and remembers back to how the wall stuck to his fingers earlier. PETER looks up at the wall and contemplates the events that have been happening to him. An idea hits him from out of nowhere. PETER stands up in his bed and turns towards the wall behind him. He slowly places his hand on the wall above his Einstein poster. He tries to pull his fingers away from the wall, but there is a hesitation as he pulls away. However the wall doesnt tear this time. PETER looks down at his hand and smiles to himself. He places his hand on the wall again. He places another hand and lifts himself up. PETER places his barefoot against the wall Followed by his other foot PETER smiles wide to himself PETER hangs upside down, sticking to the ceiling with his hands and feet. A huge smile is on his face at being able to CLIMB THE FREAKING WALL! Peter:

Whoacool. Cut to black. End Credits. NEXT TIME ON ULTIMATE SPIDER-MAN: Peter Parkers newfound powers lead him to stand up to his bulliesbut he will soon learn as Spider-Man that with great power comes great responsibility.