THE ASTONISHING SPIDER-MAN

Episode #101
"Masks"

written by

Luis Filipe

Based On Marvel Comics Character

Created by Stan Lee and Steve Ditko

Copyright © 2020
This is a Fan Script
luisfilipearaujo13@gmail.com
 FADE IN:

EXT. UNEVEN TERRAIN - DAY

Vast, unending. Mountains rise up in the horizon. One dirt
road cuts across the bleak landscape.
A JEEP speeds across the bumpy road lifting a trail of smoke
behind.
There is a SPEC-OPS MAN at the wheel. In the passenger seat
there is ANOTHER SPEC-OPS. And in the backseat, a wanted
criminal named PHINEAS MASON. Handcuffed.

EXT. AIRSTRIP - EASTERN EUROPE - DAY

An INTERPOL AGENT stands in front of a C-5B TRANSPORT PLANE -

- with its lowered back door.

He watches as the jeep pulls up. Both SPEC-OPS get out the
car. One of them opens the door for Mason.
The SPEC-OPS shoves Mason in front of the Interpol Agent.

INTERPOL AGENT
Phineas Mason, I suppose.
MASON
You did your homework.
INTERPOL AGENT
And I hope you do yours too.
(to the Specs-Ops)
Get him on board.
The SPEC-OPS escort Mason into the plane.

EXT. SKIES OVER MOUNTAIN RANGE - DAY

The mammoth C-5B transport plane cuts above snow-capped

mountains.

INT. CARGO HOLD - C-5B - DAY

Phineas Mason is seated, STRAPPED to a chair. These two SPEC-
OPS monitor him a few steps away, with ASSAULT RIFLES in
hands.
Moments later, the Interpol Agent comes from the cockpit.
Walks over to Mason, standing in front of him.
 2.

INTERPOL AGENT
Phineas Mason, ‘The Tinkerer’.
You're a man hard to find, I
confess. But here you are.

MASON
Here I am.
INTERPOL AGENT
You know exactly why you are in
this chair. You can save us time
and tell me where your pal is.

MASON
Can you be more specific? I have
lots of friends, Agent.

INTERPOL AGENT
I'm not going to play your game.
You're the closest man to the
terrorist known as the Chameleon,
and I want to know where he is.

MASON
You should not believe everything
they say, Agent.

INTERPOL AGENT
Well...

The Interpol Agent pulls a GUN from his belt. Despite the
situation, Mason doesn't seem intimidated.

INTERPOL AGENT (CONT'D)
... maybe this can make you tell
something useful.

He cocks the weapon.

MASON
If you are going to question a dead
man, I warn you this will not work.
The Interpol Agent leans the muzzle of his gun on Mason's
knee, ready to pull the trigger.
INTERPOL AGENT
Don't worry, I'll be careful. Now,
where’s the Chameleon?

MASON
He can be everywhere and nowhere, I
don’t know.
 3.

BANG! The Interpol Agent FIRES a single shot on the floor

next to Mason. Just to scare him.

He points the gun back at Mason, now at his face.

INTERPOL AGENT
No more games. Tell me what I want
to know, or next time I will not
miss.

MASON
All right, you won, Agent. But
first, may I ask you a question?
INTERPOL AGENT
What?
MASON
How does a smart man like you bring
a wolf under the sheep skin to his
own place?
The Interpol Agent furrows, confused.

Suddenly, one of the SPEC-OPS butts the head of his teammate

with his rifle, knocking him down.
Then SHOOTS him while he’s fallen.

The Interpol Agent spins as the SPEC-OPS fires in his knees.

The Interpol man tumbles, SCREAMING in pain.

Mason easily UNLOCKS his handcuffs and gets up, he was never
really stuck there. The SPEC-OPS man approaches the Interpol
Agent, who agonizes on the floor.

SPEC-OPS MAN
(to Mason)
Go to the cockpit and tell the
pilot that there has been a change
of plans.

Mason grabs the Interpol Agent’s gun and heads for the
cockpit. The SPEC-OPS stares down at the Interpol Agent.

INTERPOL AGENT
Chameleon... he... how much did he
pay you?

SPEC-OPS MAN
It does not matter now, does it?
 4.

INTERPOL AGENT
This is not over yet -- you and
Mason cannot escape this now.

SPEC-OPS MAN
Maybe I do not, but you would.

That’s when something incredible happens:

The entire face of the SPEC-OPS Man MORPHS before our eyes.
It’s like THOUSANDS OF NANOBOTS acting in unison, SHAPING and
RESHAPING the man's head into a new form. Hair. Eyes. Nose.
Mouth.
In a matter of seconds his face becomes exactly like that of
the Interpol Agent. This is THE CHAMELEON.

INTERPOL AGENT
(gasps)
No...

Chameleon aims at the wounded Interpol Agent, with a wicked

smile on his face.

As he TIGHTENS the trigger --

CUT TO:

EXT. NEW YORK CITY - DAY

FLYING over the city.

The magnificent glass and steel buildings gleam in the

sunlight, forming the brutal stone jungle we know.

A RADIO crackles to life.

POLICE DISPATCH (V.O.)
All units, escape in progress.
Suspects seen heading east.

EXT. STREETS - DAY

A cluster of POLICE CARS is in a hot pursuit of a beat-up

GETAWAY CAR across the streets at top speed.

They TEAR through the traffic dangerously, sometimes bumping

into the surrounding town cars and crossing all the red
signals.
 5.

INT. GETAWAY CAR - DAY

Inside, THREE ROBBERS wearing balaclava.

One drives, another reloads his gun on the passenger seat,

and the third in the back is firing a steady stream of rounds
with a SHOTGUN through the rear shattered window.
Scattered on the floor and on the seats, several BANK NOTES
that came from inside two bags full of money.

The Driver Robber turns to his comrade on the back seat with
the shotgun.
DRIVER ROBBER
Get those bastards out of our ass!

SHOTGUN ROBBER
I'm trying!
CUT TO:

A RED SPIDER.
On a blue fabric. Filling the screen.
PULL BACK to reveal we are...

EXT. BUILDING ROOFTOP - DAY

At the edge of the building sits a familiar COSTUMED FIGURE
in red and blue. Back to us, showing that red spider.
SPIDER-MAN.
Legs dangling over the side of the building. He's looking for
something inside his SCHOOLBAG.
Spider-Man pulls a SANDWICH wrapped in napkins. He puts his
bag on his side and lifts his mask, exposing only his mouth
and nose.

He opens his mouth about to take a big bite on the sandwich,

but --
-- his SPIDER-SENSE TINGLES at that moment.

He breaks off, like a hunting dog upon hearing the movement

of its prey.
Then, he hears the distant sound of the chase on the streets.
 6.

SPIDER-MAN
Nothing like fighting crime on an
empty stomach.
Spider-Man envelops the sandwich back into the napkins and
lowers his mask.
He very CASUALLY gets up as if standing up out of an easy
chair, stretches his arms as if he were exercising...
... and DROPS off the building.
Plummeting headfirst.
In mid-fall -- THWIP! -- Spider-Man shoots a WEB-STRAND from
his wrist onto another building. And he SWINGS in a graceful
arc, moving toward the trouble.

EXT. STREETS - DAY

The chase is intense. The robbers’ car SCREECHES around a
corner passing over the sidewalk, almost hitting some
pedestrians nearby.
The police cars follow, not far behind.

INT. GETAWAY CAR - DAY

With half of his body out the window, the robber on the
passenger seat empties his clip into the police cars.
Then he goes back inside and picks up another clip from the
glove compartment. The Shotgun Robber keeps firing.
As the Robber inserts the new clip into his gun --
-- A THUD on the roof draws everyone’s attention.
SHOTGUN ROBBER
What the hell was that?
Spider-Man’s head appears upside down on the outside of the
windshield.
SPIDER-MAN
Hey, guys. You're making a nice
mess and you did not even invite
me.
DRIVER ROBBER
Kill him!
 7.

The two armed robbers shift their focus to the hero and open
fire without thinking twice.
But Spider-Man DODGES as the bullets PIERCE the windshield.

EXT. STREETS - DAY

Spider-Man stands on top of the car.
SPIDER-MAN
That was close.
GUNSHOTS erupt through the roof of the car, fired from
within. Thanks to his incredible agility, Spider-Man escapes
of being hit.

SPIDER-MAN (CONT'D)
Calm down, people, that was even
closer!

The robber in the passenger seat tilts half of his body out
of the window again, ready to fire.
But Spider-Man is faster and shoots a web-strand that wraps
the robber's hand with his gun.

Then he throws up the other end of the strand, sticking it to

a LAMP POST. Consequently, the robber is HALED out of the
car, hanging by a hand on that post.
Spider-Man realizes that they are going too fast towards a
PEDESTRIAN LANE with a lot of people.
Spider-Man crouches and PUNCHES through the car roof, opening
a role. He expands the hole with both hands.

The driver quickly draws his pistol and takes aim. Spider-Man
SWERVES the gun with a hand JUST AS he fires, missing the
hero by inches.
With the other hand, Spider-Man shoots out a web that sticks
to the car wheel.
He PULLS the web making the steering wheel spin, and with
that the car makes a sharp CURVE away from those pedestrians
in the street.

The movement yanks the Shotgun Robber against the window.

Then -- THWIP! Another web-strand sticks to the Driver Robber
chest.
 8.

SPIDER-MAN (CONT'D)
Your tour time is over, you'll have
to get another ticket.

Just like he did with the first robber, Spider-Man suspends

the driver on another lamp post.

INT. GETAWAY CAR - DAY

Seeing that there is no more driver in there, the Shotgun
Robber DESPAIRS and decides to throw himself out of the
vehicle.

EXT. STREETS - DAY

As the last robber hops out the car, a web sticks to his back
and Spider-Man hangs him on another lamp post before he
touches the ground.
It’s not over yet. Spider-Man stands on top of the now
runaway car at high speed.

He fires a web-strand through the same roof hole and pulls

the HANDBRAKE.
Smoke BILLOWS from the tires as the car BRAKES, but it is
still too fast to stop completely.

Spider-Man JUMPS from the top of the car, somersaulting

through the air --
-- and lands on the street meters ahead. Spider-Man plants
his feet on the pavement and HOLDS the speeding vehicle with
his bare hands.
The impact CRUMPLES the entire front of the car. They skid a
few meters down the street until come to a stop.

Now it’s over.

People on the sidewalks gather. Some filming the hero with
their cell phones, others cheering him.

Spider-Man just waves for them.

SPIDER-MAN
I know, I know -- but the show it’s
over, folks.

He hears the police cars coming. Spider-Man leaps and starts

to sail off there on his webs.
 9.

EXT. BUILDING ROOFTOP - DAY

Spider-Man returns to the building where he was. He sits on
the edge again and picks up his sandwich from the schoolbag.
After unwrapping the sandwich from the napkins, Spider-Man
lifts his mask up to his nose and prepares to take a nice
bite of the snack.
But seconds before that -- A PIGEON comes flying out nowhere
and takes the sandwich from his hands.

SPIDER-MAN
C'MON, DUDE!
He watches the pigeon fleeing with his delicious sandwich.

SPIDER-MAN (CONT'D)
This is not fair -- you have
several dumps to get your snack for
free, and I have to pay!

The bird vanishes. Spider-Man gets up, then puts the

schoolbag on his back.
SPIDER-MAN (CONT'D)
Damn it. It looked so tasty.

He jumps off the building, shoots a web-strand and sails

through the city.

EXT. MIDTOWN HIGH - DAY

A huge, antiquated building. No one outside. Spider-Man
swings into frame, heading for an alley near the school.

EXT. ALLEY - DAY

Spider-Man lands. He checks if anyone's around -- it's all
clear. We STAY as he walks deeper into the alley, out of our
sight.
A beat.
Moments later, our hero leaves the alley now like PETER
PARKER. He rushes toward the school.

INT. HALLWAY - MIDTOWN HIGH - DAY

Stealthily as a ninja, Peter tries to go unnoticed by the
classrooms on the sides. Always crouched.
 10.

INT. BIOLOGY CLASSROOM - MIDTOWN HIGH - DAY

Very slowly, Peter opens the door to the classroom and
realizes PROFESSOR WARREN is distracted by writing on the
blackboard.
PROFESSOR WARREN
-- DNA segments containing the
genetic information are called
genes. The rest of the sequence...
Peter seizes this moment to enter and go to his chair, always
with cautious steps. Some students around look at the scene
and hold their laughter.
Finally, when Peter reaches his chair and sits down thinking
that everything has worked out...
... the bell RINGS and everyone rises packing their stuff.
PETER
(indignantly)
What?!
He looks at the clock on the wall. It's really the end of
class. The students start to leave.
PROFESSOR WARREN
Do not forget, Chapters 10 to 15.
Might be a surprise test or not.
Sleep with the books tonight.
(realizes Peter)
Oh, Mr. Parker. I'm glad you
decided to pay us a visit.
Professor Warren also leaves.
Off Peter's angry stare...

INT. CAFETERIA - MIDTOWN HIGH - DAY

Peter has lunch alone at one of the tables. That's when an

old friend joins him: HARRY OSBORN.
HARRY
Hey, buddy. What’s up? Did you hit
your little finger at the bed this
morning?
PETER
What? -- No, I've only been busy
lately.
 11.

HARRY
You should try my dad's new
massaging armchair. It's kind of
weird at first, but you get used to
it.
PETER
Thanks, but I’ll have to pass.
Guess who's going to study all
night.
HARRY
Jeez, Peter, you no longer have
enough knowledge?
PETER
(smiles)
Knowledge is never too much, Harry.

HARRY
By the way, can you give me a hand?
You know my relationship with
numbers was never very good.
PETER
Of course.
HARRY
Good, because at the moment my head
is occupied with something else.
Harry refers to something behind Peter. Peter turns around on
his seat, just to find GWEN STACY walking across the
cafeteria.
Blonde hair like a sunflower. A black tiara marks the top of
her head. She seems to be walking in slow motion, at least to
Peter.
HARRY (CONT'D)
I think you've seen her around.
PETER
(mesmerized)
Yeah... sometimes.
HARRY
Be careful not to drool. Her name
is Gwen Stacy, and she is the
daughter of the new police captain.
 12.

PETER
Really? I think every guy at school
will think twice before talking to
her.

HARRY
Except that guy.
Peter turns to Gwen again, who sits with a group of girls.
And a man approaches her: FLASH THOMPSON.
The typical handsome and convinced guy. Wearing a football
team jacket.
FLASH
So, Gwen, my car leaves the shop
this afternoon. How about taking a
test drive with me at night?
GWEN
What flirt is this on your list? 15
maybe?
FLASH
Well, I was not counting anymore
but...

GWEN
Do not worry, I prefer motorcycles.
FLASH
Motorcycles. Sure.
Recognizing his defeat, Flash turns to leave.
FLASH (CONT'D)
I'm not easy to give up, babe.

GWEN
(sarcastically)
What a lucky girl I am.
Her friends laugh.
Back at Peter and Harry. They smile and do a high five.

INT. GYM - MIDTOWN HIGH - DAY

Students are performing various physical activities. Some

climb on ropes to the top, others jog around the court,
others train sports, etc.
 13.

Peter and Harry find themselves doing a series of PUSH UPS.

Harry shows a lot of effort as he bends his arms, and Peter
seems to be doing it naturally.

PETER
Did you know that Dr. Connors was
in need of assistants for his
laboratory? Dude, it must be so
cool working with him.
HARRY
Speak for yourself. I hate the lab
here, imagine a pro. Why do not you
try to talk to him?
PETER
Probably he must have found someone
by now. Besides, I'm looking for
something that will bring me a
little money. Otherwise, I'll
continue to feel like a parasite
with Aunt May.
ON FLASH

Training some basketball bids with his huge friend KENNY.

That is boring until he catches sight of Peter and has an
idea in mind.
FLASH
What about making some fun?
Kenny smiles.

ON PETER AND HARRY

Continuing to exercise.
HARRY
Do not push yourself so much, maybe
I can ask my dad if he has any
vacancies for you at OsCorp.
PETER
Oh, no. I appreciate it, but I’ll
be fine. My uncle taught me to earn
what I get. I can find work.
HARRY
Yeah, only if you tell me the
secret of how you do that without
getting tired.
 14.

Only now Peter realizes that he was showing off too much and
stops his push ups.
FLASH (O.S.)
Hey Parker!
Peter and Harry turn to Flash, who spins the basket ball at
the tip of his finger.
FLASH (CONT'D)
How about a little game? Just to
practice.
A beat as Peter considers. He already plans on denying it,
but then his eyes find Gwen sitting in the bleachers with
some friends.
He sees an opportunity to get her attention. As much as it's
not the right thing to do, he can not avoid it.
PETER
Yeah, sure.
Harry REACTS. He did not expect to hear this, specially from
Peter.
HARRY
Really, dude?
PETER
Relax. What can go wrong?

HARRY
Do you want a list?
TIME CUT:
Peter and Harry play against Flash and Kenny. Peter passes
the ball to Harry, and they run towards the basket. Kenny
goes straight for the ball.
Harry hurls the ball back to Peter at the same time that
Kenny BUMPS into him purposely with his weight, knocking
Harry to the ground.
KENNY
Sorry, my bad.
As Peter grabs the ball, Flash intercepts him. But Peter
remains confident.
Flash advances to take that ball, but Peter unbelievably
eludes Flash like a veteran, almost making him stumble.
 15.

He makes his way across the court, LEAPS high up and makes a
score.
Almost all the students turn their eyes to Peter after that,
surprised. Including Gwen.
Noticing that everyone are eyeing him, Peter realizes that he
has gone too far with his abilities.

Flash GRIMACES, not believing what happened.

FLASH
Beginner’s lucky. One more.
TIME CUT:
Another match. Harry has the ball, bouncing it across the
court. When Kenny comes for him:

HARRY
Peter!
He throws the ball to Peter, who grabs it. Flash comes
straight toward him like a bull. Peter closes his eyes for a
second, knowing what must be done.
BAM! Flash collides on Peter, dropping him roughly to the
ground. He snags the ball and runs to the basket, scoring a
point. Then celebrates.

SERIES OF JUMP CUTS: Peter is knocked over by Flash in

various painful ways, scoring more and more points.
As the gym empties, Peter sits up on the floor after so many
defeats. Flash walks past him, followed by Kenny.
FLASH
Beginner's luck lasts so little,
does not it?

Peter just shakes his head. He glances at the bleachers and

sees Gwen leaving with the others. For a second their gazes
cross, but Peter avoids her instantly.
Harry comes up for him and extends his hand.
HARRY
For a genius sometimes you have
some really bad ideas.

PETER
What are you complaining about?
They barely touched you.
 16.

HARRY
Of course, I'm the guy who pays for
the cool stuff.
Peter grips Harry's hand and gets up.

EXT. DAILY BUGLE - DAY

A towering building in the center of Manhattan.
VOICE (PRE-LAP)
Yes, there is a problem on page
one. THERE ARE NO PICTURES!

INT. JAMESON'S OFFICE - DAILY BUGLE - DAY

J. JONAH JAMESON, owner of the last flattop haircut in
America, holds a newspaper with the headline: “Spider-Man
recovers stolen money from the bank."
JAMESON
Why is it so difficult to have a
picture of this vigilante insect in
my newspaper? He's a spider, not a
vampire!
He talks to his city editor, ROBBIE ROBERTSON.
ROBBIE
Apparently it's harder than it
looks. He leaves as soon as he
resolves the problem.
JAMESON
Of course, it's like criminals
always act.
ROBBIE
We talked about this, Jonah. He
captured those bank robbers.
JAMESON
Which he hired himself. This is
called reverse psychology, Robbie.
It's all a plan to gain our
confidence in order to stab our
backs later. But he doesn't deceive
me!
Robbie sighs.
 17.

ROBBIE
So, do we publish anyway?

JAMESON
Of course, my duty is always with
the truth. But people like the
images, the tragedy, the costumed
freaks -- that's why we do not take
our eyes off a car accident when we
see one. Next time I want a decent
picture!
ROBBIE
We already tried. I've had Eddie
for months, but all we got was
glimpses of him.
JAMESON
Almost a year of that freak hanging
around, and we're still in this
drama. Put an ad on the front page,
internet, everywhere! “Cash money
for a picture of Spider-Man!”

EXT. PARKER HOUSE - LATE AFTERNOON

Peter walks along the sidewalk to his humble Queens
residence.

INT. KITCHEN - PARKER HOUSE - LATE AFTERNOON

The simple and kind AUNT MAY is cooking dinner. We hear the
front door slamming.
PETER (O.S.)
Aunt May, I’m home!
AUNT MAY
In the kitchen, dear.
Peter comes in.
PETER
Wow, I can smell that on the
outside.
AUNT MAY
If you keep praising me like that,
I'm going to have to open a
restaurant.
 18.

PETER
Surely you should, and I would be
the best customer. I could eat for
free, right?
AUNT MAY
Of course. By the way, did you like
the sandwich? I tested some new
ingredients.
PETER
Oh -- yes, yes, the sandwich. It
was perfect.
AUNT MAY
Good to know. Now hand me that
bowl.
Peter hands her it.
PETER
I'm going to my room to study a
little. When everything is ready,
just call me.
AUNT MAY
All right. But this time do not use
that headphones. I don't want to
sound like crazy screaming all over
the house.
Peter kisses her cheek.

PETER
You rule, boss.
He heads off.

INT. PETER'S BEDROOM - LATE AFTERNOON

As he steps inside the room, Peter locks the door and tosses
his schoolbag on the bed.
The room is a big mess. Clothes and papers scattered at each
corner, giving the feeling that you can miss anything among
that.
Peter crouches in front of his closet and opens a FAKE BOTTOM
on it, revealing --
-- HOMEMADE SCIENCE EQUIPMENT hidden there.
 19.

Carefully, he takes all that paraphernalia and places it on

his desk.
PETER
All right, time to work.
BEGIN MONTAGE:

We witness Peter using his chemical expertise for the rest of

the afternoon. Over many hours, he works using various
chemicals in different glass bottles, then mixing some of
them to form a new chemical composition. He uses a pen to
stretch that synthetic web and test its strength.
END MONTAGE.
It's done. Peter picks up a small, rectangular metallic WEB
FLUID CARTRIDGE on the desk and fits it into his WEB SHOOTER.

He stretches his arm forward, aiming at a SODA CAN on his

night-stand. Then brings his ring and middle fingers toward
his palm, together, pressing the trigger of the web shooter.
THWIP!
A single web-strand shoots out from the web shooter and
sticks to the soda can across the room.
Peter smiles, satisfied.

EXT. OSCORP INDUSTRIES - NIGHT

A gigantic industrial complex out on Long Island. Smokestacks
belch black nastiness into the air. Huge red neon letters
that spell OSCORP tower over the gate.

INT. BOARDROOM - OSCORP INDUSTRIES - NIGHT

NORMAN OSBORN sits at the head of a long table in the

boardroom, concluding a meeting.
More OSCORP EXECUTIVES sit around the table. One of them
stands out: WILSON FISK. 562 pounds of solid muscle. Over six
feet tall. His head shaved. And wearing an expensive white
tux.
OSBORN
In addition, we’ve secured three
news government contracts since the
project of the new flight
technology was presented.
(MORE)
 20.
OSBORN (CONT'D)
This means, gentlemen, that the
future of this company continues to
move forward and fast.
Osborn smiles wide, proud of himself.

TIME CUT:
End of the meeting.
Osborn is alone in the room, standing in front of the huge
windows, gazing at the industrial complex outside.
Fisk approaches Norman, supporting his bulk on an ALABASTER
CANE. They stand side by side.

FISK
I owe you my congratulations,
Norman. I did not imagine that this
company would evolve so fast in
your hands.
OSBORN
I told you not to underestimate me,
Fisk. I built all this with blood
and sweat, and I will not let it
fall that easy.
FISK
It is these attitudes that make the
difference after all. But you have
to remember that a man like me
needs more than that.
OSBORN
I know that. The formula will be
ready, I assure you. I just need
time.
FISK
Time? Look what time has given us
lately. Before, we could pay anyone
to not interfere in our business,
now we have to fear vigilantes with
colorful costumes doing the police
work. Time is not in our favor,
Norman.
OSBORN
Everyone has tried to recreate the
Super Soldier's serum since World
War II, so I will not be the one
who will create it overnight.
 21.

FISK
But it's better to be, Norman. I'm
investing money from my own pocket
on this particular project. And
every founder requires a return.
Fisk turns and walks out.
Off Norman, watching him go...

INT. LOBBY - OSCORP INDUSTRIES - NIGHT

The elevator door opens. Osborn steps out, striding down the
lobby, stern after the talk with Fisk.
A skinny, bald old man awaits seated in a lobby chair. His
name is ADRIAN TOOMES. As he spots Osborn, he gets up.

TOOMES
Norman Osborn.
Norman stops and looks at that frail figure coming toward
him.
OSBORN
What do you want?
TOOMES
We need to talk.
OSBORN
You're late. Make an appointment
and do not disturb me until then.
As Norman turns to make his way, Toomes grasps his arm.
TOOMES
You remember me, I know you
remember!

OSBORN
What the hell are you talking
about?
TOOMES
I’m Adrian Toomes. Six months ago I
introduced you to my flight
technology project in your lab, but
you refused it. And recently I
discovered that you are using my
work on your behalf.
 22.

OSBORN
Get off me.
Osborn tries to move away, but Toomes holds his arm tighter.
TOOMES
You will not leave this place until
we figure this out, you understand?
OSBORN
How dare you talk to me like that?
TOOMES
This job was all that was left for
me -- I dedicated my life to it and
you can not just take everything
from me.
Impatient, Osborn grabs Toomes by the collar and pulls him
close to his face.
OSBORN
Listen to me, you rickety old man.
Your project would never get out of
the papers if it were still in the
hands of someone like you. I made
your job to see the light of day,
and that's why you should be
thanking me.
Those words just leave Toomes more pissed.
TOOMES
You damn bastard!
In a burst of rage, Toomes grabs Osborn's throat trying to
CHOKE him.

TWO SECURITY GUARDS around there immediately rush the two men
and drag Toomes away from Norman.
TOOMES (CONT'D)
You're a selfish coward, Norman!
(to the securities)
Get your hands off me!
(to Norman)
You don’t deserve my technology --
you don’t deserve this company!
OSBORN
This madman invaded my property and
tried to hurt me. Get him out of my
way.
 23.

Both securities trail Toomes out of the building as he

struggles to try to break free, but in vain.

EXT. ABANDONED DOCKS - DAY

There lies a RUSTED HULK.

INT. RUSTED HULK - DAY

Phineas Mason works at a table. Using his tools, he fixes
something that looks like a pale and blank HIGH-TECH HELMET.

SPARKS fly as Mason gives the latest repairs. Another man

appears.
It’s the Chameleon. He walks up behind Mason with his head
OFF CAMERA. We never see his true face.
CHAMALEON
Are you done?
MASON
I've improved the software. I
believe the facial recognition will
do a faster scan next time.
Mason hands the mask to Chameleon, who puts it on still off
camera.
REVEAL: The Chameleon with his signature face. Only the eyes
of the man behind the mask are seen through two rectangular
slits. It fits perfectly in his head.

Thanks to the neutrality of the mask’s features, it can

transform into any face.
MASON (CONT'D)
There is something else you should
know.
CHAMELEON
What?
MASON
We received a very special job
proposal. The money is good. Really
good.
CHAMELEON
Do we have a name?
 24.

MASON
Only a nickname.
CHAMELEON
Well, where's the job?
MASON
New York.

INT. PETER'S BEDROOM - MORNING

Peter sleeps deeply, sprawled on his bed.
Then his ALARM CLOCK goes off. Still sleepy, he struggles to
wake up with slow movements.
He sits up on the edge of his bed, rubs his eyes. One more
day to survive.

INT. KITCHEN - PARKER HOUSE - MORNING

Peter comes downstairs already fully dressed. The house is
quiet -- he looks around and doesn’t find Aunt May there.
PETER
May?
No response.
Something on the dresser catches Peter's eyes. A handful of
clustered LETTERS. Curious, he checks them out.
As he flips the letters, Peter discovers more and more
overdue accounts and debts to pay.
Suddenly, the back door opens. Peter lays all the letters
back in the same place as Aunt May enters the kitchen.
AUNT MAY
Oh, Peter, there you are. I was
talking to Anna and totally lost
track of time.
PETER
Don't worry, I can survive a little
while away from you.
Aunt May starts to make some coffee.
 25.

AUNT MAY
No, you can’t. She introduced me to
her niece, you should know her.
She's such a lovely girl.
Peter sits at the kitchen table.
PETER
Oh, really? Are you playing the
cupid now?
AUNT MAY
I'm not saying that you need to
date, but you both are beautiful
young people who have a lot to
enjoy life yet.
PETER
I'll think about it.
May hands him a cup of coffee.
AUNT MAY
That's my boy.
ON PETER, as he drinks his coffee still thinking of those
letters. Worried.

EXT. MIDTOWN HIGH - DAY

Establishing.

INT. COURTYARD - MIDTOWN HIGH - DAY

Peter sits alone reading a science book at one of the
courtyard tables.
Without a warning, Gwen Stacy sits across Peter.
He stares at her, confused and not knowing how to react. She
glances over shoulder, then to Peter.
GWEN
Oh, I’m sorry. Can I sit here for a
second?
PETER
Yeah -- of course, I mean -- why
not, right?
 26.

GWEN
Nice book, by the way. I recommend
the second volume in which there is
a matter about the particle
accelerator.

Peter just stares, falling in love even more.

PETER
Do not get me wrong, but... why did
you sit here?
GWEN
What? Am I ruining your role as a
shy and isolated nerd from society?
PETER
No! No! It's just...
GWEN
I’m kidding, cutie. I'm just trying
to escape some insistent guys,
since you're the one who did not
flirt with me around here.
PETER
I would never try something like
that on you -- I mean, not that
you’re not worth trying something
like that on, but it that’s not
what I mean...
Peter breaks off, giving up on himself realizing that he
could not get out of this.
PETER (CONT'D)
Sorry.
GWEN
Maybe if you pay me a coffee
someday.
PETER
The way I'm broke, you're going to
have to wait me to rob a bank
first.

GWEN
Or take a picture of Spider-Man.
PETER
What?
 27.

GWEN
Are not you aware of the Daily
Bugle's reward?
Gwen spots her group of friends in distance, waving at her.
GWEN (CONT'D)
Oh, I have to go. See ya around.
PETER
See ya.
Gwen gets up and leaves. Peter grabs his cell phone and
Goggle about that reward.
ON PETER’S PHONE: he finds an advertisement from the Daily
Bugle about a cash reward for a Spider-Man picture.
Hope fills Peter’s eyes.

EXT. NEW YORK CITY - NIGHT

Establishing.

EXT. BUILDING ROOFTOP - NIGHT

Spider-Man steps to the edge of the building. Looks down,
watching the busy streets below.
He then picks up his cell phone from inside his pants, raises
it above his head to take a photo.
PETER’S PHONE POV: he frames the camera like he's taking a
selfie for Instagram.
But he gives up.
SPIDER-MAN
Jesus, Peter. This is ridiculous.
(beat)
Let's find something more natural.
Spider-Man keeps his cell phone back in his pants and leaps
out of the building...
... starting to sail through the city on his webs.

EXT. MANHATTAN - LATER

Spider-Man roams around Manhattan, swinging from web to web.
He never saw the city as calm as now.
 28.

SPIDER-MAN
Come on, just a robbery on a
convenience store. It's not asking
too much, isn’t it?
He swings on a web, allowing his own momentum to hurl him
toward a building, clinging on the wall.
He looks around one more time -- no crime sign.
SPIDER-MAN (CONT'D)
Great. For the first time in my
life I want some crime and the city
is in peace.
When Spider-Man is about to give up on his plan, his SPIDER-
SENSE goes off. Excited, he looks for trouble on the streets,
looking in all directions.
Apparently, there’s nothing.

But the Spider-Sense TINGLES again. Then, he spots a BLACK

SUV cruising down the street.
SPIDER-MAN (CONT'D)
Let's see what you have for me.
He shoots a web and swings off, keeping up with the car.

EXT. PARKING STRUCTURE - NIGHT

The SUV enters the structure, rising through the circular
ramp.

EXT. PARKING GARAGE - NIGHT

The black SUV pulls onto the top floor. It’s deserted, except
for TWO GANGSTERS standing on either side of a luxurious
LINCOLN.

A gang of GUNMEN climb out the SUV. Their leader: FLINT

MARKO. Wearing a well-known green shirt with black stripes
underneath his jacket.
One of the gangsters opens the rear door of the Lincoln.
HAMMERHEAD gets out the car. Serious. Always wearing an
elegant 50s suit.
There's something odd about his head. It's deformed, with a
few SCARS all around suggesting that there was an intense
surgery there.
 29.

MARKO
Happy to see me again?
HAMMERHEAD
I do not care about you and your
feelings.
MARKO
Always straight to the point.
Marko SIGNALS to his men. Two of them open the trunk of the
SUV, revealing two military-like CASES inside.
They pick one up and bring it to Marko, placing it at his
feet. Marko pops open the case and turns it to Hammerhead,
showing its interior.
The case is filled with some IMPROVED ASSAULT RIFLES.

MARKO (CONT'D)
They are pretty fresh, smelling
new.
ON SPIDER-MAN
Crawling upside down on the ceiling, unnoticed. He stops to
see the two gangs ahead.
Spider-Man takes his cellphone. He triggers the auto shutter
and leaves the mobile hanging horizontally in a web glued to
the ceiling.
ON MARKO AND HAMMERHEAD
Hammerhead grabs one of the rifles from the case and examines
it.
MARKO (CONT'D)
I know, it's gorgeous, is not it?
There are more of these little
beauties in the trunk.
(beat)
The boss is willing to give a small
discount to the next merchandise if
your boss accepts a business
meeting.
HAMMERHEAD
I'll send the message. Until then,
we got this.
A Hammerhead’s thug approaches toting a METAL SUITCASE. As
he stretches his arm to give the suitcase to Marko --
 30.

THWIP! A WEB-STRAND comes out nowhere and sticks to the

suitcase. Everyone turns to where the web came as --
-- Spider-Man jumps from the ceiling, TUGS the suitcase out
of the gangster’s hand and WHIPS it into one of Marko’s
gunmen, knocking him down.
He lands on a typical Spider-Man pose, facing the two gangs.
SPIDER-MAN
I'm sorry to intrude, but you do
not sell those Nerfs around here,
do you?
HAMMERHEAD MARKO
Kill him! Kill him!

At the same time, all the thugs raise their weapons and RAIN
DOWN GUNFIRE at Spider-Man.
Spider-Man EVADES the shots with nimble STUNTS, LEAPING and
BOUNDING across the place.
He takes cover behind a car as the bullets BATTER its other
side. The windows SHATTER. The tires BLOW UP.
After an incessant wave of gunshots, they stop for a moment
and wait. The thugs get closer to the strafed car,
surrounding it. Most of them reloading their rifles.
That’s when Spider-Man emerges from behind the car, jumping
over it toward the enemies.
SPIDER-MAN
My turn!
He lands a FLYING KICK into the chest of a gangster, dropping
to the ground. As the hero touches down, he LASHES OUT again,
without giving the bad guys time to react.
Spider-Man first attacks those with weapons loaded with
PRECISE blows, sending the men FLYING.
Behind him, a Marko’s Gunman fits a new clip into his rifle.
The Spider-Sense TINGLES -- rapidly, Spider-Man whirls and
SPLATS a web on the gunman’s face, leaving him blind and
making him miss the shots.
Spider-Man FLIPS backwards, giving a KNEE into the man's
chin, making him faint. A gangster and a gunman take aim at
him.
 31.

Spider-Man jumps high, clinging on the ceiling narrowly

escaping their gunshots. He moves fast and fluid across the
ceiling toward the thugs as they shoot.
Spider-Man DROPS from the ceiling, striking TWO SIMULTANEOUS
KICKS in both men.
Hammerhead bends down as one of his gangsters FLIES PAST
above him, rolling over the roof of his Lincoln.
MARKO
What's your problem?! He's just one
fucking guy!

THWIP! A bunch of webbing SPLATS across Marko’s mouth,

shutting him up.
SPIDER-MAN
Language, or I'll tell your mother.
As Marko makes a grab for his gun on the belt...
... Spider-Man shoots another web that binds his hand on his
own hip. And -- WHAM! Marko’s dropped with a ROUNDHOUSE KICK
to the face from Spidey.
Spider-Sense goes off again. Spider-Man HANDSPRINGS out of
the firing line as Hammerhead opens fire.
Diverting gracefully from the bullets, Spider-Man approaches
Hammerhead until his ammo runs out.
Hammerhead drops his empty gun. Spider-Man lands before him
and delivers a RIGHT HOOK toward his face.

But unexpectedly, Hammerhead HEAD BUTTS SPIDER-MAN’S FIST so

hard that he almost breaks his hand.
Spider-Man grabs his sore wrist.
SPIDER-MAN (CONT'D)
Holy crap.
Hammerhead then wraps Spider-Man in a BEAR HUG, and lifts him
off the ground, SQUEEZING his torso.
With Spider-Man trapped in his arms, Hammerhead POUNDS his
forehead into Spider-Man’s. Over and over again.
SPIDER-MAN (CONT'D)
I think... you've accumulated... a
lot of hard thinking... in there.
 32.

With one hand, Spider-Man shoots a web-strand onto the rear

door of the Lincoln and PULLS OPEN it.
The door swings open, whacking Hammerhead ASIDE. Spider-Man
falls away.
ANGLE ON: MARKO, as he takes a SWITCHBLADE from his pocket
with his loose hand and cuts the webs on his body.
He gets up and sights Spider-Man lying on the ground.
Furious, he goes to the trunk of his SUV and opens the second
case where there are more weapons -- Marko grabs a GRENADE
LAUNCHER.
ANGLE ON: SPIDER-MAN, climbing to his feet a bit dazed,
grabbing his head. Hammerhead is fallen next to him.
SPIDER-MAN (CONT'D)
Man, I'm going to need a lot of
aspirin now.
MARKO (O.S.)
Hey, bug!
Spider-Man turns to Marko, who points the grenade launcher at
him.
MARKO (CONT'D)
I have the perfect insecticide for
you!

In a flash of movement, Spidey fires a small WEB BALL toward

Marko --
-- HITTING the grenade launcher just as he FIRES, rocking his
aim off.
BOOM! The round BLASTS some cars next to Spider-Man.

EXT. PARKING STRUCTURE - NIGHT

People walking on the sidewalk around the building STARTLE by
the EXPLOSION on the top floor. Huge DEBRIS plummet toward
the street.

EXT. PARKING GARAGE - NIGHT

Without hesitation, Spider-Man leaps out of the building
through the hole made by the explosion.
MARKO
Let's go!
 33.

Marko, Hammerhead and their thugs who are not unconscious

take advantage of that moment to get into their cars and
flee.

EXT. PARKING STRUCTURE - NIGHT

Spider-Man DROPS headfirst, seeing the debris about to hit
the street and the civilians. He stretches his arms forward
and --
THWIP! THWIP! THWIP! THWIP!
In a rapid succession of WEB SHOTS, Spider-Man creates a
LARGE WEB NET connected from a lamp post to the building,
managing to prevent the debris from crashing on the street.
Then he shoots a web-strand to save himself, but he's too low
and swings to SLAM into the windshield of a parked car,
cracking the glass.
SPIDER-MAN
Ouch.
With a little effort, Spider-Man sits up. Marko and
Hammerhead’s cars exit the building, pulling away in separate
paths.
He hears police SIRENS.

EXT. PARKING GARAGE - NIGHT

Spider-Man crawls across the ceiling to his hanging cell
phone.
SPIDER-MAN
Good, you're still whole. At least
one thing had to work out today.
He looks down and sees some thugs stunned on the ground.
SPIDER-MAN (CONT'D)
Don’t worry, your ride is already
coming.

EXT. BACKYARD - PARKER HOUSE - NIGHT

Silently, Spider-Man jumps over the fence into his yard. He
goes through the clothes on the clothesline to the wall of
the house.
He climbs the wall to his bedroom window.
 34.

INT. PETER'S BEDROOM - NIGHT

Spider-Man opens the window slowly and enters the room
without making a noise. He then removes his mask and sits on
the edge of the bed.

Peter pulls out his cell phone and starts to see the photos
he took.
ON PETER’S PHONE: most of the photos he swipes past are
BLURRED or SHAKY, a horrible quality.
Peter falls on his bed, angry with himself.
JAMESON (V.O.)
All I see is a pile of crap in my
hands.

INT. JAMESON'S OFFICE - DAILY BUGLE - DAY

Peter and Robbie stand in front of Jameson, who sits at his
desk flipping Peter’s photos.
JAMESON
Look at this, it looks like the
camera has myopia.
PETER
In my defense, Mr. Jameson, there
was a big explosion there and --
JAMESON
(interrupting)
And this is an inkblot, not Spider-
Man!
ROBBIE
I know the quality is not the best,
but the kid got the closest shots
of Spider-Man than anybody else. We
can still use something.
JAMESON
Great, what does he want? A reward
for that?

PETER
Was not that what was in the
advertisement...?
Jameson sighs, regaining his patience.
 35.

JAMESON
Okay, I'll use the photos. But only
half! And for this you will earn
only half of the reward!
PETER
But --
JAMESON
And just come back here next time
with good photos!

INT. NEWSROOM - DAILY BUGLE - DAY

Peter walks with Robbie toward the elevator.
ROBBIE
Do not take it personally, it's his
way. You get used to it.
PETER
Really?

They stop at the elevator door.

ROBBIE
But one thing is for sure, you need
a good camera.
PETER
I'll probably have to sell my house
to buy one.
A beat. Robbie takes a handful of money from his wallet and
offers it to Peter.
ROBBIE
Take it. Buy a new camera.
PETER
What? I can not accept it, Mr.
Robertson.
ROBBIE
I see great potential in you, boy.
You take good pictures, we sell
newspapers and Jameson will pay
you. Everyone is happy.
Peter stares, speechless.
 36.

PETER
I... I do not know how to
reciprocate, sir.
ROBBIE
How about you pay me up when you
get paid? Is it good for you?
PETER
Yeah -- I mean... I think I can do
that.
ROBBIE
Good.
Peter takes the money. The elevator door opens, and Robbie
walks away.
Peter enters the elevator, smiling. As the door closes --
CUT TO:

INT. MATH CLASSROOM - MIDTOWN HIGH - DAY

The room is quiet. All students are taking the test. Peter
still feels a little of pain in his right wrist.

INT. HALLWAY - MIDTOWN HIGH - DAY

The bell rings. Several students pour out the classrooms.
As Peter walks down the hallway, Harry approaches him
excited.
HARRY
Dude, why did not you tell me you
were going to do something like
that?
PETER
What do you mean?
Harry shows his phone screen to Peter.
ON HARRY’S PHONE: it's a Daily Bugle news about what happened
in parking garage. Below the image reads "Photos by Peter
Parker."
But Peter only notes the headline: “Masked Threat Terrifies
Civilians Last Night.”
 37.

PETER (CONT'D)
Masked threat? He stopped those
thugs from selling their weapons!
HARRY
Come on, you do not have to worry
about that. You got a picture of
Spider-Man.
Gwen walks past them with a friend. Peter stops, staring
wide-eyed. She praised me?

INT. TENEMENT - DAY

No furniture. Only one table in the center where Chameleon
watches something on his LAPTOP.

ON THE LAPTOP: he sees several VIDEOS on YouTube of Spider-

Man acting through the city, saving people, swinging,
interacting with civilians, etc.
Chameleon studies every detail that he can notice about
Spider-Man. The voice, the body movements, everything.
As he watches, Chameleon’s face MORPHS. In a few seconds his
whole head becomes SPIDER-MAN’S MASK.

EXT. BANK - DAY

Establishing.

EXT. BACK ALLEY - BANK - DAY

There is an ARMORED CAR parked with its back doors open.
TWO BANK GUARDS emerge carrying bags of money and dump them
inside the vehicle.
As they close the back doors --
-- SPIDER-MAN DROPS onto the top of the vehicle, startling
both securities.
It's actually Chameleon in disguise. Despite being dressed
just like the hero, his suit is of another fabric -- perhaps
something more tactical and functional -- and a shoulder bag.
Before the guards can grab their guns, Chameleon pulls out
his CONCUSSION GUN first, surrendering them.
He also sounds like Spider-Man himself:
 38.

SPIDER-MAN/CHAMELEON
Hello, guys, let’s get some talk.

EXT. MIDTOWN HIGH - DAY

All the students leave, and among them are Peter and Harry.
HARRY
So, can you come?
PETER
Of course.
HARRY
Thanks, man, you just saved my ass.
My father will kill me if I am not
well on the test.
Peter notices something in the distance -- Flash’s friends
are mocking him about something, and he's furious.
FLASH
-- I think you'd better take what
you said!
Around Flash are -- RANDY WRIGHT, SALLY GREEN and LIZ ALLAN.
The popular ones at school.
LIZ
Face the facts, Flash. He is a
fraud and always has been.
Harry and Peter join them.
HARRY
What's up? Can you play this game
too?
FLASH
Fuck off, Osborn.
PETER
What happened, Flash? Came wearing
two different shoes again?
FLASH
Of course not, you idiot.
Flash glances at his feet quickly.
RANDY
He does not want to accept that his
great hero is on the dark side now.
 39.

SALLY
Did not you know? Spider-Man took
hostages inside a bank.
PETER
What?
LIZ
What do they call it? Ah yes, it is
the denial phase.
FLASH
Shut up all of you!

PETER
Ah... Harry, I need to go now.
HARRY
But what about the test?
PETER
I know... it’s just -- the Bugle
will want the photos, so... I'll be
at your place after six, do not
worry.
HARRY
Okay, then.
Peter BOLTS off.
LIZ
Does he plan to get there running?

EXT. BANK - DAY

Police vehicles surround the entrance of the bank. A SEDAN
pulls up, and CAPTAIN GEORGE STACY steps out the car.
A COP approaches him.
CAPTAIN STACY
Tell me.
COP
Hostage situation, sir. Spider-Man
is in there with at least twenty
people.
CAPTAIN STACY
Are you sure?
 40.

COP
Yes, sir. He appeared in the window
with one of the hostages. It seemed
he wanted we to know it was him
there.
CAPTAIN STACY
Why would he keep everyone in there
when he could have fled long before
we arrived?

INT. LOBBY - BANK - DAY

The BANK WORKERS and CUSTOMERS are all gathered on the floor
against the wall, terrified.
The disguised Chameleon is strolling around, collecting
something from his shoulder bag. It’s an EXPLOSIVE DISC.
He throws the disc up, which STICKS to the ceiling. He then
throws three more discs on the ceiling high above the
hostages.
All four bombs have a flashing red LED.

EXT. BANK - DAY

Captain Stacy walks up to a SERGEANT.

CAPTAIN STACY
I want snipers in readiness in that
building and in that other. Low
profile, let’s not going to warn
him what we're doing.
The Sergeant nods and takes his RADIO. That’s when all cops
hear a familiar THWIP!
COP
Oh, God -- look that!
Captain Stacy looks up and sees SPIDER-MAN (the real one)
sailing above them. He lands on the bank roof.
SERGEANT
I always thought it was just one of
them.
Off Stacy’s stare, trying to figure out what's really going
on there...
 41.

EXT. ALLEYWAY - DAY

Not far from the bank, a VAN rests in that alley.

INT. VAN - DAY

The back compartment is a mobile COMMAND CENTER packed with
ELECTRONIC EQUIPMENT -- all monitored by Mason.
He’s connected with the bank surveillance cameras. In one of
the monitors he sees Spider-Man moving across the ceiling.
MASON (INTO HEADSET)
He already arrived. Get ready.

INT. LOBBY - BANK - DAY

The hostages get more frightened to see another Spider-Man

descending upside down in a web, hanging from the ceiling.
Chameleon turns to him.
SPIDER-MAN
There you are. Not bad for a
costume, I confess, but my lawyers
are already taking care of this
copyright thing.
SPIDER-MAN/CHAMELEON
You're late.
SPIDER-MAN
Traffic is busy at this time.
Chameleon raises his concussion gun and FIRES a blast at
Spider-Man, who narrowly DODGES it...
... landing on the second floor banister.
SPIDER-MAN (CONT'D)
Hey! You're not even loyal to the
character!
SPIDER-MAN/CHAMELEON
Consider this as a minor
adaptation.
Chameleon fires again. Spider-Man jumps out the second floor
as the round BLOWS A HOLE in the ground.
Spider-Man swings above the lobby as Chameleon sends blast
after blast, hitting walls and columns.
 42.

Debris and dust shower over the hostages. They SCREAM.

Spider-Man drops toward Chameleon, who fires again. But the
hero DUCKS the blast in mid-air by inches...
... landing a kick into Chameleon’s chest, and knocking him
down meters BACKWARDS.
Spider-Man CRUSHES the concussion gun with his foot and walks
toward Chameleon, already convinced of his victory.
SPIDER-MAN
A pity that you are a terrible
imitation of me. You could be
entertaining kids at parties right
now.
Chameleon stands on one knee, gabbing an OBJECT from his belt
slowly.
SPIDER-MAN (CONT'D)
Come on, you have a lot to explain
to the cops out there. I do not
want to have a dirty name because
of --
Chameleon activates a small ELECTRONIC DEVICE that emits an
EAR-SPLITTING SHRIEK.
The hostages listen, but it's Spider-Man who suffers the most
from it. He falls on his knees grabbing his ears.
Chameleon gets up, immune to sound. He came prepared for it.
He approaches Spider-Man, who writhes in pain.
SPIDER-MAN/CHAMELEON
It's now that the fun begins.
Chameleon wears BRASS KNUCKLES in each hand. But they were
modified to release an ELECTRIC CHARGE as they make contact
with something.
Then Chameleon starts to PUMMEL Spider-Man with his punches.
At every hit, Spider-Man feels an electric charge coursing
through his body.
Helpless, Spider-Man falls to the ground while Chameleon
continues with his blows, nonstop.
Spider-Man spots a CHAIR across the lobby. With a little
effort, he shoots a web-strand that sticks to the chair, and
PULLS it with his superhuman strength.
 43.

The chair FLIES through the air and SMASHES into Chameleon,
dropping him away from Spider-man.
But the shriek is still on. Spider-Man gets on fours,
struggling to stay conscious. He sees the device on the
floor.
He creeps with difficulty to the device and SHATTERS it with
his fist, turning it into rubbish.
Spider-Man takes that moment to catch his breath. Meanwhile,
Chameleon rises, realizing that Spider-Man has the advantage
now.
SPIDER-MAN/CHAMELEON (CONT'D)
(into earpiece)
Mason -- the explosives, now.
MASON (V.O.)
What? You're still in there.
Spider-Man also rises, but still a bit dizzy.
SPIDER-MAN/CHAMELEON
Do it now!
SPIDER-MAN
This is the second time a bad guy
mess with my head, okay? Gimme a
break!
That’s when the Spider-Sense TINGLES.
Spider-Man turns around looking for some danger, then he
finds the explosive discs above the hostages.

INT. VAN - DAY

Mason taps a single key on his keyboard.

INT. LOBBY - BANK - DAY

Spider-Man leaps up to the second floor banister as --
-- the four explosives DETONATE. BOOM.
Spider-Man shoots WIDE WEB-STRANDS across the lobby that
stick to the wall at the other end, above the hostages,
serving as a net to hold the falling debris from the ceiling.
 44.

With all his might, Spider-Man tries to keep the webs

stretched as much as possible. However, the weight of the
debris is SNAPPING the wires of the webs little by little.
SPIDER-MAN
GO! NOW!
All the civilians in the bank run for their lives toward the
door. Spider-Man keeps holding until the last person leaves
that place.
The debris TEAR through the web net and hit the ground,
lifting a cloud of smoke and dust.
Spider-Man looses his balance and fall off the second floor,
being ENGULFED by dust as well as Chameleon.

EXT. BANK - DAY

The cops hear a big RUMBLE inside the bank and see someone
approaching the door. They all take aim, ready to pull the
trigger.
But are the hostages coming out through the door, all grimy
and PANICKED.
CAPTAIN STACY
Hold your fire!
The cops keep their weapons and go to those people to
reassure them.
Captain Stacy and a small group of police officers head
toward the bank.

INT. LOBBY - BANK - DAY

Grimy, Spider-Man rises with some pain all over his body. He
scans his surroundings -- no sign of Chameleon.
Through the smoke curtain he realizes the cops coming for
him.
CAPTAIN STACY
Spider-Man, freeze!
Without thinking twice, Spider-Man jumps and swings off,
entering a ventilation duct before Stacy and the cops catch
up.
 45.

EXT. BANK - DAY

The hostages finally have a moment to relax after that whole
commotion. Cops cover the most nervous with blankets.
An OLD MAN departs from the others without being noticed.
When he arranges his coat, we have a glimpse of its verse --
it’s Chameleon’s SPIDER-MAN COSTUME.
It was just turned inside out to turn into another outfit.
Now as a simple old man, Chameleon walks away.

INT. PETER'S BEDROOM - DAY

Later that day, Spider-Man opens the window from the outside
and enters. He removes the mask revealing some BRUISES on
Peter's face.
Completely exhausted, Peter falls face-first into his bed
still wearing Spider-Man's suit.

EXT. FENCE - OSCORP INDUSTRIES - NIGHT

Somewhere in the perimeter of the complex, there is a CAR
parked near the fence.

INT. TOOMES' CAR - NIGHT

Toomes is in his seat examining the BLUEPRINT of a section of
Oscorp Industries. Studying the internal structure.
He stops for a moment and checks his WATCH. Then he looks out
the windshield, as if expecting something.
A moment later -- an EXPLOSION erupts somewhere around the
industrial complex. Toomes grabs something under his seat,
preparing to leave.

EXT. FENCE - OSCORP INDUSTRIES - NIGHT

Adrian Toomes exits the car holding a big Plier.
He crouches near the fence and cuts a HOLE in it, he enters
the complex.
We follow Toomes as he sneaks through the area, using boxes
and vehicles on their way to hide when needed.
He sees a door which reads “Authorized Personnel Only” and
walks over to it. But it has a padlock.
 46.

With the same pliers, Toomes cuts off the padlock and enters
the main building quickly.

INT. STAIRWELL - OSCORP INDUSTRIES - NIGHT

Toomes rushes down the stairwell.

He tries to open several doors at each level he descends, but
they are all locked. Toomes keeps descending and testing the
doors...
... until one of them opens.

INT. CORRIDOR - OSCORP INDUSTRIES - NIGHT

Toomes marches through the corridor, fast paced. But
FOOTSTEPS make him halt.
Toomes enters the first room that he finds as a couple of
SCIENTISTS cross hall from another corridor.
A beat.
When the path is clear, Toomes leaves the room where he hid
and continues on his way. He reaches the elevator and presses
the button.
As the elevator door opens, Toomes steps in. Then, the door
seals.

INT. SUBTERRANEAN LAB - OSCORP INDUSTRIES - NIGHT

A large work area equipped with the most sophisticated
scientific equipment we have seen.
The MECHANICAL DOOR opens with a hiss. Toomes walks in,
admired by the laboratory.
While he explores that laboratory, Toomes finds something
curious:
A strange object mounted on a servo-pole, still under
construction. It looks like an aerodynamically perfected
boogie board, with upturned fins on each side, footholds
carved into the wings, and a center tube that looks like a
jet engine.
We'll definitely get to know this thing in the future.
But it's not what Toomes looks for there. He keeps seeking
around the lab.
 47.

Then, his eyes find a large POD standing there. And there is
written on its surface: “Wing Prototype-01.”

Toomes approaches the pod, hopeful. He fumbles the pod until

he finds the mechanism that opens it, so he does.
The pod SPLITS OPEN before Toomes. He stares into its
interior, bewildered.
REVEAL: THE VULTURE WINGED SUIT. Green and ominous. There are
huge wings on the back that extend through the arms, with
blades that simulate the feathers.
PULL BACK as Toomes stands there, in silence, staring at his
great creation.
CUT TO BLACK.

THE END