WHILE THE OPEN LOGOS PLAY:

NEWS ANCHOR
(V.O)
In sadder news, a local African
American man was shot and killed by
a would-be mugger in his Queens
home. He is survived by his wife
and teenage nephew.
EXT. GRAVEYARD - DAY.
The rain pours.
A small funeral is being held. Only a handful of people
stand around a grave as a coffin is being dropped down the
grave.
The priest speaks but his words arent heard.
The grave is marked, "BEN PARKER. A LOVING HUSBAND AND
UNCLE."
Standing at the foot of the grave is an elderly woman, shes
trying as hard as she can to hold back her tears. She has to
be strong for the teenage boy standing next to her.
She is MAY PARKER. The aunt of the boy next to her. PETER
PARKER.
CUT TO: CLOSE UP ON PETERS FACE. HIS GLASSES WET FROM THE
RAIN. HIS EYES COVERED.
TITLE CARD: MARVELS SPIDER-MAN.
EXT. MIDTOWN HIGH - DAY.
Peter walks onto the high school campus. He tries to ignore
the stares and whispering around him, keeping his head down,
but he hears it all. He feels it all.
Peter walks along the campus, after awhile he "senses"
something but before he can comprehend the feeling he walks
right into someone, knocking off his glasses. Without
hesitation he ducks down to pick them back up.
PETER
Oh my, God. Im so sorry. I-I guess
I wasnt-

(CONTINUED)

CONTINUED:

2.

HARRY
(O.S)
Peter.
PETER
I mean, you know Im- Im just allHARRY
(O.S)
Parker!
Peter puts his glasses back on and looks up.
PETER
Huh? Oh!
A hand reaches down to Peter, helping him to his feet. In
front of him stands HARRY OSBORN.
PETER
Thanks, Harry.
HARRY
Cmon, Kamalas waiting. You know
how she gets.
Harry leads Peter inside the school.
INT. MIDTOWN HIGH - HALLWAY - LATER.
Harry and Peter walk down the crowded high school halls.
While walking Harry swings his backpack around and digs
through it. He passes Peter some papers.
HARRY
Before I forget, heres the
homework you missed.
PETER
Cool, thanks. Did I miss anything
interesting?
HARRY
Ummm... Well, while you were gone
Flash asked out Kamala.
PETER
(Flabbergasted)
Haha, what? Really?

(CONTINUED)

CONTINUED:

3.

HARRY
Oh, totally. They went on three
dates and are in total love.
PETER
Kamala... Khan? Like, our Kamala?
HARRY
Mmhm. Yes, sir.
Just then KAMALA KHAN approaches the boys.
HARRY
Speak of the devil. Hey, K.
PETER
H-hey, Kamala.
KAMALA
Why is Peter acting so weird?
HARRY
Thats very rude, Kamala. Peter
just missed two weeks of classes,
hes a bit disoriented. You should
be a bit more considerate.
KAMALA
(To Peter)
Whatd he tell you?
PETER
Harry says youre gettin serious
with Flash Thompson.
Kamala punches Harry in the shoulder.
HARRY
Ow!
KAMALA
Jerk. No, I am not dating Flash.
One, the dudes a total meat-brain,
second, my parents would murder-Kamala catches herself, but its too late. She said it.
KAMALA
Oh my, Goodness. Im so sorry,
Peter.

(CONTINUED)

CONTINUED:

4.

PETER
Its okay. Ya know, it happened.
HARRY
How are you and Aunt May holding
up?
PETER
Im okay. Aunt Mays... Shes
alright. Id say the mornings are
the toughest but the nights... We
always locked the doors at night
but now...
(Peter sighs)
But, well be okay. You know, us
Parkers. Were survivors.
HARRY
Uh- Peter. Now, Im gonna say dont
look and Im going to trust you not
to-Peter turns to look.
HARRY
(Contd)
Look.
Peter winces. Walking down the hall is jock FLASH THOMPSON
and around his arm is GWEN STACEY.
Peter turns back to his friends.
PETER
That. That hurts.
HARRY
I told you not to look, sir.
The school bell rings.
KAMALA
Alright, boys. Get your butts in
gear, dont wanna be late for Dr.
Connors class.
Peter walks off, Harry about to follow but Kamala holds him
back.
HARRY
Whatd I do now?

(CONTINUED)

CONTINUED:

5.

KAMALA
You shouldve told him!
HARRY
Oh yeah, "Hey Pete! Sorry your
Uncle died but also the girl you
love isnt going to love you back
cause shes two years older than
you and dating your mortal enemy?"
Good call, K.
KAMALA
Ugh, whatever. Lets just go.
Kamala storms off. Harry groan, then follows.
INT. MIDTOWN HIGH - CONNORS CLASS - LATER.
Biology Class is in progress. Dr. CURT CONNORS teaches the
10th Graders.
CONNORS
150 years ago human beings were
nearly 4 inches shorter than they
are today. Does anyone have any
ideas why?
Peter raises his hand. Connors waits a beat.
CONNORS
Anyone other than Mr. Parker?
Kamala raises her hand. Connors sighs.
CONNORS
Anyone other than Mr. Parker or Ms.
Khan? How about you Mr. Brown?
HOBBIE BROWN looks up from his cellphone.
BROWN
I dunno... Uhm, better food? They
used to eat all that mush back in
the day, right?
CONNORS
Thats right, Mr. Brown. Nutrition
is a major factor to the change. In
an optimal environment scientists
theorize human beings grow to as
tall as 7.7ft tall. The real
question is as technology
(MORE)
(CONTINUED)

CONTINUED:

6.

CONNORS (contd)
progresses and world conditions
grow, how could that change the
shape of humanity.
STUDENT #1
They could get as big as Thor, yo!
Connors sighs.
CONNORS
Yes like Thor.
STUDENT #2
Or Captain America?
CONNORS
Sure... Just read Chapter 15 til
the end of class.
Connors go sits at his desk and the students read their
textbooks. Kamala leans over to Peter.
KAMALA
(Whispering)
Why does Dr. Connors hate the
Avengers so much?
PETER
(Whispering)
I dunno. Old folks like him just
dont get how cool they are.
Harry - whos sitting behind Peter - sticks his head between
Kamala and Peter.
HARRY
What are we talking about?
CONNORS
Something youd like to share, Mr.
Osborn?
HARRY
No, sir. Sorry, sir.
CONNORS
Keep your nose in your textbook,
not Mr. Parkers.
Peter snickers at Harry as he leans back into his chair.
The school bell rings as we TRANSITION TO:

7.

INT. MIDTOWN HIGH - CAFETERIA - DAY.

Peter and Harry sit at a cafeteria table eating burgers.
PETER
Did you hear about that guy out in
the Kitchen?
Harry swallows.
HARRY
What, the kitchen here?
PETER
Haha, no. Hells Kitchen, man.
HARRY
Oh, yeah the guy in the goofy
mask... With the, uh, horns. Ol
Hornhead.
Kamala walks up to the boys, table with her food tray.
KAMALA
How long have we been to this
school and they still need
reminding that I cant eat mean?
You white folks, I tell ya.
Kamala sits down next to Peter.
KAMALA
What are we talkin about?
HARRY
Some dude with horns out in
Clinton.
KAMALA
Oh! Daredevil?
PETER
Yeah!
KAMALA
Ya think the Avengers are going to
ask him to join? Thatd be so cool.
HARRY
Arent the Avengers all super
powered types? Like flying around
and zappin folks?

(CONTINUED)

CONTINUED:

8.

PETER
I dont think Hawkeye has powers.
KAMALA
Or Black Widow.
PETER
Yeah, Black Widow.
HARRY
Which ones are those? Hawkeyes the
one that has the wings, right?
PETER
Hes the one with a bow. The winged
one is Falcon.
HARRY
I cant keep up with all these
superheroes. Its all kind of
goofy, isnt it?
PETER

KAMALA

NO!

NO!

Harry stands up, taking his tray.

HARRY
Well, you nerds talk about your
nerd stuff. I have to go to Dr.
Warrens class for tutoring.
PETER
Ya know I can tutor you, Harry.
HARRY
I know, its my dad. Stormin
Norman wants a teacher to do it.
PETER
Alright, see ya in class.
KAMALA
Bye.
Harry leaves. Kamala jumps to the other side of the table.
PETER
Whyd you do that? Do I smell or
somethin?

(CONTINUED)

CONTINUED:

9.

KAMALA
Haha no, I just dont want to be
weird.
PETER
Its not weird.
Kamala touches Peters hand on the table.
KAMALA
Peter Parker.
PETER
(Flustered)
Y-yeah?
KAMALA
Its actually cause I farted.
Peter laughs loud and long.
PETER
Heheh, thanks Kamala. I think I
needed that.
KAMALA
That what friends are for.
A beat of silence. Not awkward, pleasant.
KAMALA
So, uh, what do you think of
Daredevil?
PETER
I think hes cool, like a regular
guy like that protecting his
neighborhood like that. When the
big guys are fighting aliens and
robots or whatever someones gotta
look out for the little guys right?
KAMALA
Peter Parker: Patron Saint of the
Little Guy.
PETER
You think if you ever do something
like that?
KAMALA
Like what?

(CONTINUED)

CONTINUED:

10.
PETER
Put on a mask and punch bad guys.
KAMALA
Maybe if I had powers or a suit
like Iron Man, but Id be too
scared to go as Kamala Khan. What
about you?
PETER
I dont know. After everything with
Uncle Ben...

FLASHBACK: INT. ABANDON BUILDING - NIGHT.

A man in a black ski mask is running through a dark, dingy
floor of the abandoned building.
MUGGER
Leave me alone, man! I aint do
nothin!
MASKED MAN
You killed a helpless old man. That
aint nothin.
The MUGGER pulls his mask up, hes sweating. Terrified.
MUGGER
I didnt mean to do it, man. I
just- I...
From the shadows drops down a man in a red mask, sweat
shirt, and gloves.
MASKED MAN
I dont-- Wait. I know you. From
the arena...
MUGGER
What are you talkin about, man.
MASKED MAN
I couldve stopped you.
The Mugger points his gun in the Masked Mans face.
MUGGER
I dont know what youre talkin
about, fella. But youre dead.
Without a seconds hesitation, the Masked Man grabs the
Muggers gun, tossing it aside.
(CONTINUED)

CONTINUED:

11.

MASKED MAN
Youre never going to kill anyone
else again. When Im around...
Nobody dies.
The Masked Man breaks the Muggers hand. He backs up to a
large window.
MUGGER
Okay, you got me, man. Ill give
myself up just... Lets not get
crazy here, yeah?
The Masked Man takes a step back.
MASKED MAN
Okay, okay.
The Mugger then reaches for knife in his boot, but before he
can pull it out the Masked Man reacts and punches him in the
face. The Mugger breaks through the window and falls out.
MASKED MAN
No!
The Masked Man runs to the window and stretches out his arm,
then using a familiar hand gesture a white rope-like line
shoots out from his wrist with an even more familiar sound.
The rope catches the Mugger before he hit the pavement.
MASKED MAN
(With a sigh)
Nobody dies.
The Masked Man lets go of the line and the man drops to the
ground, knocked out - but alive.
The Masked Man pulls up his red mask revealing Peter Parker.
BACK TO: MIDTOWN HIGH - CAFETERIA.
KAMALA
Hello? Earth to Peter?
PETER
Huh? Oh! Sorry, got lost for a sec
there, heh.
KAMALA
Peter... Look whos here.

(CONTINUED)

CONTINUED:

12.

Kamala darts her eyes from Peter to someone standing next to

their lunch table.
PETER
Why? Whats u-Uhhhh...
Peter looks to see the one and only Gwen Stacey.
PETER
H-hey-Hello G-gwe-Gwen. Youre Gwen
Stacey.
GWEN
Hello, Peter.
PETER
(To Kamala)
Gwen Stacey is talking to me!
KAMALA
(Whispering)
I know. You should talk back.
PETER
Hi, G-Gwen.
GWEN
Hello, Peter. I was just wondering
how you were holding up your first
day back.
PETER
Im good. Great even! Super great,
yessir!
GWEN
Well, I though you and Kamala would
like invitations toPETER
To a party?! At your house?!
Kamala facepalms in embarrassment.
GWEN
No... To Midtown Highs Spring
Formal. Im Student-body President
so I have to invite you.
PETER
As a da-

(CONTINUED)

CONTINUED:

13.

GWEN
Please dont finish that thought,
Peter.
PETER
Right, of course. Sorry.
Gwen passes a flyer to Peter and Kamala.
GWEN
Well, I hope you go. Itll be good
for you.
PETER
Th-thanks.
As quickly, but politely, as she can Gwen high-tails it
outta there.
KAMALA
Oh my, Goodness Peter. You nearly
proposed to Flash Thompsons
girlfriend.
PETER
I did not.
KAMALA
Uh, yeah you did. You better hope
Flash doesnt beat you up after
school today.
EXT. MIDTOWN HIGH - DAY.
Schools just let out for the day. Kids are running out of
the building - catching buses, going home, doing whatever
teenagers do. Peter, Harry, and Kamala leave all together.
Kamalas brother, AAMIR, is waiting outside the school
building for Kamala. She waves goodbye and the two leave.
Peter and Harry walk around the block, finding an OsCorp
limo waiting for Harry. Harry and Peter nod to each other,
Harry gets in and muffled yelling is heard inside - and its
not Harry yelling. The limo drives off, leaving Peter to
walk home alone.

14.

EXT. ALLEYWAY - LATER.

Peter walks alone down a side street short cut, but from
around the corner Flash Thompson and two other jocks appear.
FLASH
I hear your hittin on my girl,
Parker.
PETER
Whoa, hey there Flash... I dont
want any trouble.
Flash pulls back his fist, getting ready to hit Peter, but
just as he goes in for the hit time slows down. Peter ducks
out of the way. Time goes back to normal and Flash and the
jocks are baffled how Peter dodged the punch.
Flash goes for another hit but misses again.
JOCK #1
Cmon Flash, just hit em!
FLASH
Im trying! The dweeb is psychic or
somethin.
Flash punches again, finally landing a hit on Peter. Peter
goes down in one hit.
JOCK #2
Puny Parker was just lucky.
The jocks walk off. From the ground Peter opens one eye and
watches them go.
They turn a corner and see the Masked Man in front of them.
MASKED MAN
Its not nice to beat up lonely
nerds.
FLASH
Whos this clown?
Flash tries to fight the Masked Man but with acrobatic skill
he leaps and bounds out of the way, landing hits on Flash
and his cronies.
The Masked Man leaps and lands in a crouching pose as Flash
charges at him, the Masked Man leaps over Flash and shoots a
"rope" from each wrist and pulls Flash back, knocking him on
his ass.
(CONTINUED)

CONTINUED:

15.

The Masked Man turns to the two other jocks, but theyre
already running scared.
The Masked Man walks up to Flash, getting all up in his
grill.
MASKED MAN
That hurt, yeah?
FLASH
Screw you, man!
MASKED MAN
You kiss your mom with that mouth?
Now you knock off the bully thing,
you hear me? I wont be as pleasant
next time, round.
On that note the Masked Man leaps and swings away.
INT. PARKER HOME - EVENING.
Peter walks into the suburban Queens house.
He walks into the kitchen where Aunt May is toiling over the
hot stove.
AUNT MAY
Youre late.
Peter sits down at the kitchen table.
PETER
Im late?
Aunt May brings over a plate of spaghetti for Peter.
AUNT MAY
We agreed youd go back to school
if you were home before 5.
Aunt May walks over to the table with her own spaghetti, she
sits at the table across from Peter.
PETER
What time is it?
AUNT MAY
5:45.

(CONTINUED)

CONTINUED:

16.

PETER
Okay, but its not like I was never
going back to school.
AUNT MAY
You watch your tone, Peter.
PETER
Sorry, can we just eat? Im sorry
Im late.
Peter starts eating his dinner.
AUNT MAY
Arent you going to tell me about
your eye?
PETER
What about my eye?
Peter touches his face, his left eye is swollen.
PETER
Whoa! Do I have a black eye? Thats
nuts!
AUNT MAY
Peter.
PETER
Sorry, Aunt May.
AUNT MAY
Was it that Thompson boy again? Do
I need to call his parents.
Peter thinks for a second.
PETER
No. It was him but... I know his
Dad. I dont want Flash to get into
trouble.
Aunt May gets up from the table.
AUNT MAY
Thats not your concern, Peter.
PETER
Its not my concern if people get
hurt?

(CONTINUED)

CONTINUED:

17.

AUNT MAY
I didnt mean it like that.
Aunt May gives Peter an ice pack from the freezer then sits
back down.
AUNT MAY
I mean you have to think about your
safety.
PETER
But not other peoples.
AUNT MAY
Peter...
Aunt May sullenly looks at her plate of food. She hasnt
touched it.
AUNT MAY
I just miss Ben so much... I cant
lose you too.
Peter gets up and walks over to his now crying Aunt. He puts
his arm around her.
PETER
I miss him, too. I miss him a lot.
But, Im not going anywhere.
Aunt May wipes the tears from her face.
PETER
Sorry, but youre stuck with me.
For a million years.
May looks to Peter and smiles.
AUNT MAY
Always with the jokes.
Peter sits back down.
PETER
You know my friend Kamala?
AUNT MAY
Yes, shes a nice girl.
PETER
She called me the patron saint of
the little guy.

(CONTINUED)

CONTINUED:

18.

AUNT MAY
A smart girl, too.
PETER
So, how was your day?
The two eat their dinner and chit-chat, TRANSITIONING TO:
INT. PARKER HOME - PETERS BEDROOM - NIGHT.
Peter sticks his head out of his bedroom door.
PETER
Aunt May?
The bedroom door down the hall is closed.
PETER
(Contd)
Aunt May? You awake? No? Okay, Im
going out wont be back til late.
Peter ducks back into his bedroom, closing his door behind
him.
PETER
Cant say I didnt tell you.
Peter goes to his desk, picks up two wrist worn gadgets,
puts them on and heads to the open window.
PETER
Oh! Cant forget this.
Peter grabs his red mask and pulls it on.
PETER
Alright, lets fight some crime.
Peter leaps out his bedroom window and swings away.
INT. BANK - NIGHT.
Two bank robbers, armed with Garganhine guns, are standing
by a large safe door, one of them places a small explosive
on the lock.
BANK ROBBER #1
Is this really gonna work?

(CONTINUED)

CONTINUED:

19.
BANK ROBBER #2
It better work or were in jail.

BOOM! The explosive goes and the safe door swings open.
BANK ROBBER #1
Oh my God! Were gonna be rich!
BANK ROBBER #2
Just pay our cut to Hammerhead and
the rest is ours! Nothin in our
way!
As if on cue the doors of the bank swing open as the Masked
Man swings in!
He flips and lands a pose just behind the thieves.
MASKED MAN
So...
The robbers turn.
MASKED MAN
Come here often?
The Masked Man shoots some gunk from his wrists into Robber
#1s face, and punches the other.
The webbed robber shoots his Garganhine gun at the Masked
Man, but before the bullets land he leaps out of the way.
Before the robber gets a second chance the Masked Man kicks
the gun out of his hands, sending it flying.
BANK ROBBER #1
Shoot him, man!
BANK ROBBER #2
Y-Yeah, right.
Robber #2 aims but the Masked Man shoots another line and
and yanks the gun away. Robber #1 finally rips the gunk off.
BANK ROBBER #1
This looks like webbing... What is
this guy?
BANK ROBBER #2
One of those superpowered freaks!
MASKED MAN
Well, thats not nice.
The Masked Man punches one robber.
(CONTINUED)

CONTINUED:

20.

MASKED MAN
Callin me a freak like that. Geez
Louise. Just cause a guy wears a
mask doesnt mean he don;t have
feelings.
He sweeps the others legs, knocking him over. The Masked
Man then shoots a web line around the two robbers, tying
them together.
The Masked Man then writes a note on a post-it. He sticks it
onto the one of the robbers foreheads - "BAD GUYS: WERE
STEALING."
MONTAGE: MASKED MAN FIGHTING CRIME
- A purse snatcher is pulled off the ground by a single
line, and hangs, dangling from a street lamp.
- A stolen car zooms down the city street and is caught by a
huge web.
- A white-haired cat burglar flips out a high rise window
but gets is stuck on the rooftop by stepping into a web net.
CAT BURGLAR
Me-ow.
INT. PARKER HOME - PETERS BEDROOM - MORNING.
Peter is sleeping soundly in his bed, as snug as a bug.
AUNT MAY
(O.S)
Peter! PETER! PETER!
Peter snaps awake.
PETER
Huh?! Wha?!
AUNT MAY
Peter, look at the time!
Peter looks at his alarm clock, its smashed to pieces.
PETER
My clock is broken.

(CONTINUED)

CONTINUED:

21.
AUNT MAY
Peter, its ten-to.
PETER
Ten-to what?
AUNT MAY
Nine, Peter!
PETER
WHAT?!

Peter jumps out of bed and runs past Aunt May.

AUNT MAY
When did Peter start going to the
gym?
INT. PARKER HOME - BATHROOM - LATER.
Peter is literally running all over the bathroom walls,
brushing his teeth, combing his hair, putting on deodorant.
PETER
LATE! LATE! LATE! AHH!
INT. PARKER HOME - MORNING.
Peter runs down the stairs and heads for the door.
PETER
BYE, AUNT MAY! LOVE YOU, BYE!
AUNT MAY
Peter, wait!
Aunt May dashes over and gives Peter a brown paper bag.
AUNT MAY
Your lunch.
PETER
Okay, thankThen, she presents a plate of wheat cakes.
AUNT MAY
Your breakfast.
Peter rolls his eyes and stuffs two in his mouth like a
goofball.

(CONTINUED)

CONTINUED:

22.

PETER
(Mouth full)
Okay, thank you AuntAunt May kisses Peter on the cheek.
AUNT MAY
Have a good day. Be home by 5.
Peter swallows his wheat cakes.
PETER
Six.
AUNT MAY
Okay, 5:30.
PETER
Six it is. Okay, bye Aunt May thank
you, love you, bye!
And Peters out the door.
EXT. QUEENS - CONTINUOUS.
Peter runs down the block, turns a corner and once hes out
of sight, leaps into the air and swings along the street
lamps.
INT. MIDTOWN HIGH - CONNORS CLASS - DAY.
Peter runs to his seat just as Dr. Connors says:
CONNORS
Parker, Peter.
PETER
Here.
CONNORS
Nice of you to join us, Mr. Parker.
PETER
Happy to be here, sir.
Connors continues roll call as Harry leans to Peters ear.
HARRY
Whats with the tardy, sir?

(CONTINUED)

CONTINUED:

23.

PETER
I slept in.
Kamala leans in.
KAMALA
You slept in? Since when do you
sleep in.
PETER
I have to talk to you later.
KAMALA
What? Why?
PETER
Later.
HARRY
Why do I get excluded?
PETER
Its for your birthday and we dont
want to ruin the surprise.
HARRY
Well you just ruined half of it
right there!
CONNORS
Mr. Osborn!
HARRY
Sorry, sir. Mr. Parker just alerted
me to how he ruin a souffle.
A couple students giggle.
CONNORS
Keep the food talk to lunch hour,
Mr. Osborn. Were here to talk
about biology. Todays lecture is
on the food chain - starting from
as low at a fly and a spider to a
human andSTUDENT #3
Thousands of spiders.

24.

INT. MIDTOWN HIGH - PETERS LOCKER - LATER.

During the lunch hour Peter leads Kamala to his locker.
KAMALA
So, whats it you wanted to talk to
me about?
Peter opens his locker and starts digging around in there,
not answering Kamala.
KAMALA
Yo, why arent you talking? Youre
making me nervous... You arent
going to ask me to that stupid
dance. Pete. Peter. Dude, were
buddies. Super buddies. But, like,
my parents like you but they
wouldnt- And like I dont want to
ruinPETER
Im not asking you to the dance.
Peter turns to Kamala showing her the front page to The
Daily Bugle newspaper, smiling. The front page has an image
of the Masked Man fighting the two bank robbers from the
night before.
KAMALA
Whats this?
PETER
Well, read the headline.
KAMALA
"Masked Man Foils Robbery by Betty
Brant." So?
PETER
Now, look at the picture.
KAMALA
That dude is stealing Daredevils
bit, with the mask. Though a full
face look works better, less likely
people are going to figure it out.
PETER
Now, the photo credit.

(CONTINUED)

CONTINUED:

25.

KAMALA
Hey! "Photo by Peter Parker!" Right
on, good for you! Why arent you
bragging your butt off about this?
Peter doesnt answer, just smiles.
KAMALA
Peter... Howd you get this photo?
Peters eyes and smile grow wider.
KAMALA
Peter. PETER!
Peter starts nodding.
KAMALA
Oh my, Goodness! Peter youre him!
PETER
Shh! You cant tell anybody!
KAMALA
What?! WHY?
PETER
Cause its a secret! If any bad guy
found out Aunt May could get hurt.
KAMALA
Okay, why are you telling me this?
Even just to tell one person, why
not Harry?
PETER
Im telling you because I need help
with a costume. Maybe a name too.
And I cant tell Harry, the guys a
total blabbermouth. Hed tell
everyone, especially his weird Dad.
INT. OSCORP - NORMANS OFFICE - DAY.
NORMAN OSBORN stands in his office, three big, burly men MONTANA, FANCY DAN, and OX - and a shot, flattop headed man
- HAMMERHEAD - stand around him menacingly.
HAMMERHEAD
My boss doesnt like us having to
do this all the time, Norm.

(CONTINUED)

CONTINUED:

26.

NORMAN
Id prefer Norman, Mister...
HAMMERHEAD
Hammerhead is fine, Norm. You see
my boss is having some trouble with
a man in Clinton and he needs some
support out here in Midtown. Now
hes got me and the Enforcers here.
But, a healthy contribution from
your cooperation would benefit our
organization a great deal.
NORMAN
OsCorp give your... Organization
plenty already.
HAMMERHEAD
We aint talking dollars and sense
right now, Norm. You know that.
NORMAN
Our labs are to help mankind,
not...
The Enforcers leer at Norman.
NORMAN
(Contd)
Do whatever it is youre doing.
HAMMERHEAD
Were not doin anythin. We just
want to take a guy, just one guy,
and make him stronger. Its all
just evolution. Like ya learn in
science class. Wed just hate for
OsCorp to have to shut down a more
factories.
NORMAN
Now see here, I will not be strong
armed in my own office.
Hammerhead sighs.
HAMMERHEAD
Norm. Look out your window, whattya
see? You see Avengers tower. The
Avengers come to New York and trash
the place one afternoon fightin
aliens. Howre regular people like
you or me or Fancy Dan here (CONTINUED)

CONTINUED:

27.

Fancy Dan tips his fancy hat.

HAMMERHEAD
(Contd)
Howre we supposed to survive? My
boss just wants... A little more
security for his assets. Whats one
guy? Whats one lab?
Norman walks over to his office window and sees, as
Hammerhead said, Avengers Tower.
NORMAN
You find the "guy." Ill find a
lab.
HAMMERHEAD
We think we got a guy.
INT. KHAN HOME - DAY.
Kamala leads Peter into her house, Peter on his cellphone
talking to Aunt May.
PETER
Hey, Aunt May, if its alright Im
gonna have dinner at Kamala Khans
house... Ill be home by... 8...
8:30... 9 it is. Okay, bye Aunt
May.
KAMALA
Im not sure if anyones home, I
think Aamir still has class so we
might beAs if on cue, Kamalas mother enters the foyer.
DISHA
Kamala, you didnt tell us you were
having guests.
Kamala leads Peter upstairs.
KAMALA
Peter is just over to work on an
assignment, hell be gone before
dinner. Well be in my room.
DISHA
Door open, Kamala!

(CONTINUED)

CONTINUED:

28.
KAMALA
(O.S)
Dont be gross, Mom!
PETER
(O.S)
H-hi Mrs. Khan!

INT. KHAN HOME - KAMALAS BEDROOM - CONTINUOUS.

Peter walks into Kamalas room, she heads to her closet.
KAMALA
(O.S)
Ive got the perfect stuff from all
my Avengers cosplays, just gimmie a
minute to find what Im looking
for.
Peter walks over to a bookshelf full of white binders and
notebooks.
PETER
What are these?
KAMALA
(O.S)
Dont read those! Theyre my
fanfics!
PETER
Ew!
KAMALA
(O.S)
Theyre not like that you deep.
Friggin boys all the same.
Kamala walks out of her closet carrying a huge Rubbermaid
bin and a sewing Garganhine.
KAMALA
Okay, first things first whats
your theme?
PETER
My theme?
KAMALA
Yeah, like Captain America has...
America, Falcon has bird wings,
Iron Patriot also had America. You
know, a theme!
(CONTINUED)

CONTINUED:

29.
PETER
Oh, well. I was thinking blue and
red.
KAMALA
Thats not a theme, Peter! Like,
Daredevil is a devil, you know?
PETER
OH! Okay, spiders.
KAMALA
Ew, what? Why?
PETER
Remember a couple weeks before
everything with... You know. My
accident at the field trip?
KAMALA
The Science Exibit on...
Radioactivity?
PETER
Yeah, well I got bit by a spider
there and the next day I can climb
on walls and jump and Im strong.
KAMALA
I very much dont believe you.

Peter sighs. He walks over to one of the bedroom walls,

shows Kamala his hands and then turns to the all. As if it
was nothing at all he climbs the wall, making his way all
the way to the ceiling and stands - completely upside down.
KAMALA
This is AMAZING, PETER!
Peter nods. He hops down, back to Kamalas level. He then
shows her the gadgets on his wrists.
PETER
I also built these, they shoot out
like webs thats stronger than
steel. Sticky too, so I catch
thievesKAMALA
Just like flies! Okay, spiders it
is. What if it was a red and blue
body suit, itd have to keep the
air resistance down so when youre
swinging around on your webs.
(CONTINUED)

CONTINUED:

30.
PETER
I just have one thing...

Peter opens his backpack and takes out a notebook, Peter

opens it and shows Kamala a page.
PETER
(Contd)
I want the mask to be like this.
KAMALA
Thats so... Weird. Its
unsettling.
PETER
Im not out there to make friends,
right?
KAMALA
Okay, this is going to take longer
than I thought. You leave, Ill
give you this at school tomorrow.
Maybe the next day.
PETER
Oh... Okay, I mean IO know how to
sew I could do it.
KAMALA
No. Youll just mess it up.
PETER
What?
KAMALA
Go, go, let the artist work.
Kamala gets up and pushes Peter out of her room. As shes
pushing him he trips and slips on the steps.
KAMALA
PETER!
Peter flips, balancing himself on his hand on one step then
flips again, runs along the side of the wall and lands with
a classic pose at the bottom of the stairs.
Kamala runs down the steps to Peter.
KAMALA
How- how did you do that?
Peter shrugs.

(CONTINUED)

CONTINUED:

31.

PETER
I dunno, sometimes I just... Sense
when something dangerous is about
to happen and my body just reacts.
Its like I feel a tingle at the
base of my skull and time slows
down.
KAMALA
Okay, were calling that your
Spider-Sense.
PETER
What? No, thats dumb. Kamala.
KAMALA
Nope, its not. You can go now.
Kamala runs up to her room and shuts the door.
KAMALA
(O.S)
See you at school, buddy! Thanks
for coming over!
Peter laughs to himself and shakes his head. He heads out
the front door and who is there?
EXT. KHAN HOME - CONTINUOUS.
Peter steps out of the house and on the porch next door is
Gwen. Shes reading a book.
PETER
Gwen! I-I mean, G-Gwen. H-hey.
Gwen looks up from her book.
GWEN
Oh, hey Peter. Cmon over.
PETER
O-oh, no. Thats okay. I gotta run,
I mean, Aunt May will worry if Im
late.
GWEN
Just come sit for a minute, I wanna
talk to you.
Peter sighs nervously, and walks over to Gwens porch

32.

EXT. STACEY HOME - CONTINUOUS

Peter sits next to Gwen on a deck chair.
PETER
S-so, whatre you readin?
GWEN
Oh, I just have to read Catcher in
the Rye for class. Its alright.
PETER
C-Cool.
Gwen laughs a little.
GWEN
Youre not good a small talk, are
you, Peter?
PETER
No, I guess not.
GWEN
You know... Flash told me what
happened the other day.
PETER
What happened?
GWEN
Well, you were there... Him and his
goons roughing you up like that.
PETER
Oh... Yeah, thats nothing. Dont
even worry about it.
GWEN
Well, I wanted to appologize. I
didnt want him to do that.
PETER
Its fine, really. I should be... I
mean, you and Flash are dating
so...
GWEN
We arent dating anymore, Peter.
PETER
Oh! Okay... So maybe...

(CONTINUED)

CONTINUED:

33.
GWEN
Pick your next words carefully,
Peter.
PETER
Right. Sorry.
GWEN
Youre a good guy, Peter. Youre
going to make some girl really
happy. Kamala is a nice girl.
PETER
Shes just a friend.
GWEN
Then we can just be friends.

Peter gives a goofy, shy smile.

PETER
Thatd be cool with me.
GWEN
Good. Im glad we had this talk.
Now run on home, Forrest Hills is a
long train ride, dont want your
Aunt to worry.
Peter gets up.
PETER
Right. Well... See you at school.
With that Peter leaves Gwen.
EXT. ROOFTOP - NIGHT.
Peter is on the edge of a rooftop, walking back and forth.
PETER
(To himself)
Oh, hey Gwen. Yeah Ill come talk.
You know weve known each other
since forever and youre so smart
and cool and you know Im smart not cool - but I have SUPERPOWERS!
Whats one date, right? A coffe?
Wait, no, coffee is gross... A
milkshake! Is that too kiddy? Ugh!
Peter plops down and sits on the roofs edge.

(CONTINUED)

CONTINUED:

34.
PETER
Its quiet tonight. I guess crime
does take a vaction. That cartoon
lied to me.

In the distance, Peter hears sirens.

PETER
Vactions over.
Peter pulls on his mask and leaps off the building, swinging
in the direction of the police cruisers.
EXT. OSCORP LAB - LATER.
Peter as the Masked Man swings onto the scene where a big
guy, like a real BIG GUY is throwing cars and dumpsters at
the walls of an OsCorp lab.
MASKED MAN
Hey, buddy wanna knock that off?
BIG GUY
This place RUINED ME!
MASKED MAN
Okay... How bout we talk this
over.
The Big Guy turns to the Masked Man and begins to charge.
MASKED MAN
OohkaBefore he can finish the Big Guy tackles the Masked Man.
EXT. COFFEE SHOP - CONTINUOUS.
The Masked Man squirms free from the Big Guys grip. He
climbs up the wall and stays there, just out of the Big
Guys reach.
BIG GUY
GET DOWN HERE!
MASKED MAN
No way, youre mean! That hug was
way too tight.
The Big Guy jumps at the Masked Man, but Peter just crawls
higher up.

(CONTINUED)

CONTINUED:

35.

BIG GUY
Ill rip this wall down if I have
to!
The Masked Man looks around the building and sees there are
still patrons inside.
MASKED MAN
You should not do that.
BIG GUY
FIGHT ME!
The Masked Man thinks for a moment and flips over the Big
Guy, facing him in the oppisite direction of the Coffee
Shop.
MASKED MAN
Okay, lets go.
Bug Guy charges again, the Masked Man leaps onto him and
sticks onto his back.
BIG GUY
Get offa there!
He tries to reach the Masked Man, but his mucsles are too
big and are in the way.
MASKED MAN
Hahaha! You could catch me if you
werent so Roided out! Thats
disgusting.
BIG GUY
THEY DID THIS TO ME!
MASKED MAN
Who did? Who are you, man?
BIG GUY
IT DOESNT MATTER ANY MORE!
The Big Guy manages to grab hold of the Masked Mans leg and
whips him into the window of the coffee shop.
INT. COFEE SHOP - CONTINUOUS.
The Masked Man crashes through a large window of a coffee
shop. The patrons yell in shock. He stands up and pulls
himself together.

(CONTINUED)

CONTINUED:

36.

MASKED MAN
Alright everyone, coffee breaks
over.
Nobody moves.
MASKED MAN
GO!
The patrons run out on the Masked Mans order. The Big Guy
runs through the whole Peter made, wuickly he shoots the Big
Guy with some webs, it slows him down for a bit before... No
more webs!
MASKED MAN
Out?! Already?
Paniced, The Masked Man runs behind the serving counter. The
Big Guy leaps over and crushes the Masked Man in his arms.
MASKED MAN
What... Did I tell you... About...
Hugging... Too tight.
The Masked Man reaches over to a full coffee pot and manages
to smash it over the Big Guys head. In pain, the Big Guy
loses his grip on Peter.
The Masked Man takes a step back from the Big Guy, he jumps
and does a flying kick right into the Big Guys shoulder,
Then flipping and catching himself onto the cling.
The Big Guy in pain, he throws himself onto the counter;
pushing off pots, cash registers, and especially, a couple
coffee Garganhines.
The Garganhines smashing cause a small electrical fire, the
fire sets of the sprinklers. The water his the Big Guy steam starts billowing off his body, the Big Guy hows in
pain.
MASKED MAN
Woah, whatever "they" did to you, I
guess wasnt waterproof.
BIG GUY
ILL KILL YOU!
The Big Guy collapses onto the floor in pain. The Masked Man
looks over ans sees a regular looking man, this is Mac
Gargan.

(CONTINUED)

CONTINUED:

37.
MASKED MAN
Alright, buddy. Cmon up and well
get you some help.

The Masked Man offers a hand to help Gargan up.

GARGAN
Screw you!
With that, Gargan faints.
MASKED MAN
Guess I gotta do it the hard way.
The Masked Man picks Gargan up and carries him off.
EXT. COFFEE SHOP - CONTINUOUS.
Police, Firefighters and Paremedics are outside the shop as
the Masked Man steps out carrying Gargan.
MASKED MAN
Heres your guy.
POLICE OFFICER
That little guy did all that?
A Medic comes and takes Gargan from the Masked Man
MASKED MAN
Well he was bigger a second ago.
POLICE OFFICER
I dont know, you;re the one in the
mask.
MASKED MAN
Whoa, hey. Lets not go pointin
fingers. I was just here to help.
FIREFIGHTER
Yeah and look what that did.
MASKED MAN
Ya know what? I dont need this.
The Masked Man climbs up the coffee shop wall and runs off,
disappearing into the night.
FIREFIGHTER
You see how he crawled up the wall
like that. Freaks are takin over
New York.
(CONTINUED)

CONTINUED:

38.
POLICE OFFICER
Yeah. Guy was some sort of...
Spider-Guy. Gross.
PARAMEDIC
(O.S)
Officer! Theres an A.P.B. on our
guy here.

The officer walks over to the gurney, where Gargan is lying.

The Paramedic passes over his ID to the officer.
POLICE OFFICER
Oh yeah, Mac Gargan. Small time
hood. Ill put the call out. Go get
him stable.
(Into his shoulder radio)
We found im, sir.
HAMMERHEAD
(On radio)
Good. Thank you, Officer. Howd our
boy do?
POLICE OFFICER
(Into Radio)
Like a charm, sir.
INT. PARKER HOME - PETERS BEDROOM - NIGHT.
Peter, mask pulled up and camera slung around his shoulder,
climbs through his bedroom window. Quietly crawling along
the wall he drops himself down at his desk.
Slumped in his chair he lets out an exasperated sigh. He
taks off his mask and webshooters, placing them on the desk.
He grabs his glasses and inspect the shooters.
PETER
First time you guys run out on
me...
He opens the desk drawer to show dozens of web cartridges.
He swaps out the empties with a couple fresh ones.
PETER
Good thing I made extra. I should
figure out hos to carry all these
with me.
Peter takes out the memory card from his camera and sticks
it in his laptop card reader. Photos of his battle with the
mutated Mac Gargan pop up on the screen.
(CONTINUED)

CONTINUED:

39.

PETER
It was a close call with this one.
Maybe a belt? I should bring it up
with K.
Peter scrolls through the photos, he selects a few good ones
and tosses the rest. He opens up an email and types a
message for "JJJEDITOR@DAILYBUGLE.COM"
PETER
"Dear Mr. Jameson, here are some
photos of the Masked Mans latest
altercation while protecting the
people of New York."
Peter sends the email and yawns.
PETER
Yeesh, its late. Time for bed.
Peter walks to his bed and goes to sleep.
INT. OSCORP LAB - MORNING.
Norman is working at a high tech computer, Hammerhead
approaches him.
NORMAN
You know your freak nearly trashed
one of my facilities.
HAMMERHEAD
And the boss will pay for all the
repairs, it doesnt matter. What
matters is our first phase worked,
the boy got bigger.
NORMAN
But he got smaller.
HAMMERHEAD
Thats Phase two, Norm.
Norman turns.
NORMAN
That wasnt the deal. The deal was
Id make your one guyHAMMERHEAD
Its still the same guy.

(CONTINUED)

CONTINUED:

40.

NORMAN
Then youre going to kill him. The
human body cant go through all
those tests.
Hammerhead steps closer to Norman, pokes him in the chest.
HAMMERHEAD
Listen here, Norm. I like you,
youre good people; but shut up.
Gargan will survive Phase 2 and
Phase 3. If he doesnt, well well
just need a new guy and maybe itll
be you.
Hammerhand turns away and heads towards the door.
HAMMERHEAD
(Contd)
Or maybe your little kid, eh?
Hammerhead leaves. Norman turns back to his computer,
breathing heavily and in a moment of frustration he smashes
the controls.
INT. MIDTOWN HIGH - CAFETERIA - DAY.
Peter, Harry and Kamala sit around the lunch table. Harry is
furiously texting.
PETER
Who ya textin, Har?
Harry laughs a little bit and continues texting, seemingly
ignoring Peter.
KAMALA
Hes texting his fake, internet
girlfriend.
PETER
His what?!
KAMALA
While you were gone he starting
talking to some person and now he
says theyre dating.
HARRY
MJ.

(CONTINUED)

CONTINUED:

41.

KAMALA
Yeah, "MJ." Apparently their name
is two letters.
PETER
Wheres she from? Do I get to meet
her?
Harry puts down his phone, finally.
HARRY
Shes from Canada and maybe. Weve
been talking about her coming down
for the dance.
PETER
Right. The dance...
Peter glances across the cafeteria and sees Gwen surrounded
by friends. Peter sighs.
HARRY
Sorry, buddy.
PETER
Thanks.
INT. MIDTOWN HIGH - PETERS LOCKER - LATER.
Peter sits on the floor in front of his locker, reading
Catcher in the Rye.
Kamala walks up to Peter and sits next to him.
KAMALA
Ya know, moody teenaged boys like
you should be reading that.
Kamala waits for a laugh. Nothing.
KAMALA
Ya wanna talk about it?
Peter puts down his book.
PETER
Remember Liz?
KAMALA
Liz Allen?

(CONTINUED)

CONTINUED:

42.

PETER
Yeah.
KAMALA
Didnt you guys date for like two
weeks? In 7th Grade?
PETER
I think about Liz a lot.
KAMALA
Why?
PETER
I dont know, just I was happy
then.
KAMALA
Ooh, Peter Parker. You lovable
idiot. I get you have a pretty
rough time. But you also have
superpowers and this.
Kamala tosses a brown paper bag at Peter. He opens it and
his once brooding face grows into a smile.
KAMALA
I stayed up all night working on
that, you better appreciate it.
PETER
Thank you. Its perfect.
KAMALA
I never asked, but... Why are you
doing all this.
Peter thinks for a second, looking into the bag.
PETER
The day Uncle Ben... The day Uncle
Ben died he tried to tell me
something, something important. I
didnt understand what he was
saying until it was too late. I
tried to use my powers I thought,
ya know, Id be famous make a bunch
of money... Get Ben and May a new
house, ya know live comfortably for
once. But, I messed up. I was
supposed to get paid and I didnt.
The guy who was supposed to pay me
got robbed and...
(CONTINUED)

CONTINUED:

43.

Tears slowly roll down Peters face. Kamala is at a loss for

words.
PETER
I didnt stop him. I couldve. I
couldve easy. But I let him go and
that man... Killed Uncle Ben.
KAMALA
Wow. Im so sorry.
Peter gets up.
PETER
Did you come up with a name?
KAMALA
I did, its a bit corny but how
aboutSMASH CUT TO:
EXT. ROOFTOP - NIGHT.
Peter stands in his new costume - the iconic red and blue
suit. Bright and heroic.
Sirens wail in the distance.
He pulls down the mask, showing the big, white eyes.
KAMALA
(V.O)
Spider-Man.
SPIDER-MAN takes a running leap off the rooftop, and swings
into danger.
INT. DAILY BUGLE OFFICES - NIGHT.
An older man, ROBBIE ROBERTSON is watching one of the wall
mounted televisions in the newspaper offices of the Daily
Bugle.
The television shows live news footage of Spider-Man take
part in a police chase.
ROBERTSON
Jonah! Youre gonna want to see
this.

(CONTINUED)

CONTINUED:

44.

J. JONAH JAMESON walks into the bullpen and stands next to

Robertson.
JAMESON
What is it? Im busy!
Jamesons jaw falls open as he watches Spider-Man in action.
ROBERTSON
You think this is the Masked Man
that Parker kids been sending
photos of?
JAMESON
Call Parker, I want photos of the
red-and-blue freak in my hands by
the morning. Call Ms. Brant get her
on the story.
ROBERTSON
Headline?
JAMESON
"Masked Menace Terrorizes New
York."
Jameson goes back in his offices and slams the door.
EXT. TIMES SQUARE - NIGHT.
Spider-Man swings into Time Square, chasing the car thieves.
He jumps on the hood of the car, looking at the thieves
through the windshield.
SPIDER-MAN
You guys are driving way too fast.
The thief behind the wheel slams the breaks. Spider-Man
secures himself on the hood.
CAR THIEF #1
You dumb bastard. This was-CAR THIEF #2
Its a trap!
Spider-Man turns and from the sky, being dropped by
helicopter: Mac Gargan - once again mutated and huge, now
sporting black and grenn, almost robotic armor.

(CONTINUED)

CONTINUED:

45.

SPIDER-MAN
Hey, I know you!
The car thieves try to sneak away, but quickly Spider-Man
webs the two up.
GARGAN
YOU!
SPIDER-MAN
ME!
Gargan charges at Spider-Man, ramming him into a lamppost.
SPIDER-MAN
Someone got a upgrade.
Spider-Man webs Gargan in the face.
SPIDER-MAN
Lets see if we can turn this
whatever off.
Spider-Man flips over Gargan, landing behind him. Spider-Man
notices a large power pack on Gargans back.
SPIDER-MAN
This looks important.
Spider-Man tries to punch it, but Gargan turns and Spidey
just manages to punch his chest, which is HARD.
GARGAN
Heh Heh, like you said. I got
upgrades.
Gargan raises a fist and smashes it over Spider-Man. Spidey
ducks and rolls out of the way.
SPIDER-MAN
Hey, whats this?
On the side of Gargans armor, Spidey notices the OsCorp
logo.
SPIDER-MAN
"OsCorp?" Thats why you were
trying to wreck the lab the other
night.
GARGAN
Shut up!

(CONTINUED)

CONTINUED:

46.

Gargan grabs Spider-Man by the leg and throws him across the
Square. Gargan jumps over to where Spider-Man landed.
Spider-Man shoots a webline and and raises himself above
Gargan.
SPIDER-MAN
We should give you a cool bad guy
name.
Gargan jumps, trying to catch Spider-Man.
SPIDER-MAN
With all the green and everything
they should csll you...
Spidey flips and sticks himself onto Gargans back again.
His feet secure, he grabs onto the power pack.
SPIDER-MAN
The...
Spider-Man groans as he pulls on the pack. Gargan not able
to grab onto Spidey.
SPIDER-MAN
Avacado.
Spider-Man successfully rips the power pack off. The force
of the pull causes Spider-Man to fall on his ass for a brief
moment, Gargan turns, still huge.
SPIDER-MAN
Cause, you know, youre green and
no one likes you.
GARGAN
You talk too much!
Gargan tries to run at Spider-Man, but his armor has locked
him in place.
GARGAN
What theSpider-Man dropkicks the power pack.
SPIDER-MAN
Bop.
The power pack flies through the air, landing spectacularly - into a passing garbage truck.

(CONTINUED)

CONTINUED:

47.
SPIDER-MAN
Swoosh.
GARGAN
ILL KILL YOU!
SPIDER-MAN
Youre a tad repetitive, guy. Not
to mention the fact that youve
gone all statue without your ol
Double-As.

Spider-Man steps closer to Gargan.

SPIDER-MAN
Now, youre going to tell me who
you are and who youre working for.
GARGAN
Bite mSpider-Man punches Gargan in the face.
SPIDER-MAN
Wanna try another answer?
GARGAN
Fine. Im Mac Gargan and Ive been
hired by OsJust then a shock goes off from Gargans suit and he passes
out.
SPIDER-MAN
Aw, cmon. Really?
Police soon arrive.
SPIDER-MAN
Thats my cue.
Spider-Man quickly slaps a note on

swings away.

As he does, Police Captain GEORGE STACEY steps out from a

cruiser.
GEORGE
Who or what was that?
OFFICER
I dont know but this not he put on
our green man, here says,
"Complements of your Friendly
Neighborhood Spider-Man."
(CONTINUED)

CONTINUED:

48.
GEORGE
"Spider-Man?" Just what New York
needs, another costumed freak
trashing the place.

A man in a black suit approaches Catain Stacey and the

Officer.
MAN IN BLACK
Thank you officers, but well take
it from here.
GEORGE
On whos authority?
MAN IN BLACK
The only authority.
Two other men in black walk over to Gargan and tie a rope
hanging from an above helicopter. They signal and Gargan is
air lifted out from Times Square.
MAN IN BLACK
Thank you, gentlemen.
The men in black leave. George is puzzled.
INT. PARKER HOME - KITCHEN - MORNING.
Peter sits at the kitchen table eating his breakfast.
Aunt May enters and sits across from Peter.
PETER
Morning.
AUNT MAY
Good morning, Peter.
PETER
Whats up?
AUNT MAY
Where were you last night, Peter.
PETER
What are you talking about?
AUNT MAY
Dont lie to me. Where were you.
Peter gets up, putting his dishes in the sink.

(CONTINUED)

CONTINUED:

49.

PETER
Im gonna be late for school.
AUNT MAY
You sit your butt down.
Peter sits down.
AUNT MAY
Now, answer my question.
PETER
I... I was just out, okay.
AUNT MAY
Doing what?
Peter looks away.
PETER
I... I dont know. Sometimes I just
go out and walk around.
AUNT MAY
(Not expecting this answer)
WHAT?!
PETER
I justAUNT MAY
Are you trying to get yourself
killed, Peter?
Peter gets up and heads to the door.
PETER
Im going to be late.
Peter leaves slamming the door behind him.
KAMALA
(V.O)
And you just left?
INT. MIDTOWN HIGH - PETERS LOCKER - DAY.
Peter and Kamala stand beside the lockers.
PETER
I just left.

(CONTINUED)

CONTINUED:

50.

KAMALA
Jeez, Parker. I dont know if that
was the best move.
Peter thinks for a second.
PETER
The problem is... I don;t know if
shes right or not.
KAMALA
What?!
Peter motions for Kamala to quiet down as Harry walks up.
HARRY
Well, Ive got great news!
Peter and Kamala are both looking real sullen.
HARRY
Whoa, whats eating you two?
KAMALA
Nothing.
PETER
Whats your news?
HARRY
MJ is going to come down to New
York for the dance.
PETER
That is exciting.
KAMALA
You two can gonna kiss and whatever
it is couples do. I hope you two
have fun.
HARRY
What, arent you gonna go?
Kamala shrugs.
HARRY
What? No way. Pete?
PETER
Why would I go to a dance?

(CONTINUED)

CONTINUED:

51.

HARRY
Guys. Guys! You have to go.
KAMALA
My parents for sure wont let me.
PETER
And Im not going to a dance alone.
The school bell rings.
HARRY
Were not done talking about this.
The three of them head to class.
INT. OSCORP - NORMANS OFFICE - DAY.
Norman sits behind is desk, working on a computer. In walks
Hammerhead with the Enforcers. Norman continues working.
NORMAN
You didnt have to bring your
muscle with you.
HAMMERHEAD
I think I do.
Hammerhead slaps a Daily Bugle on Normans desk. Norman
picks it up.
NORMAN
"Spider-Man: Threat or Menace?"
Whats this?
HAMMERHEAD
I was gonna ask you the same thing,
Norm.
NORMAN
What are you insinuating?
HAMMERHEAD
My boss is concerned that you made
this, "Spider-Man."
NORMAN
No. OsCorp is not behind
Spider-Man. But, he does seem to be
causing problems for Gargan.

(CONTINUED)

CONTINUED:

52.

HAMMERHEAD
Thats true. Good thing theres
still Phase 3.
NORMAN
And what is "Phase 3?"
INT. OSCORP LAB - DAY.
Gargan is floating in a green stasis tank, tubes and wires
prodding into his body.
HAMMERHEAD
While this "Spider-Man" has been
posing a problem for Ol Mac here,
he is serving a bit of inspiration.
A short, chubby man in glasses and a lab coat approaches
Hammerhead and Norman, this is Dr. OTTO OCTAVIOUS.
HAMMERHEAD
This is Dr. Octavious. Otto here
specializes in... Whatdya call it
Doc?
OCTAVIOUS
Animal-based Bio-Machanics.
NORMAN
Im familiar with Ottos work. He;s
a Mad Scientist.
OCTAVIOUS
I prefer eccentric genius.
Octvaious leads Hammerhead and Norman towards a display of
Gargans damaged armor.
OCTAVIOUS
I admire your work, Osborn. Dude
and unimaginative, but it was quite
functional, until Spider-Man ripped
off the power pack.
NORMAN
He what? I built that armor myself!
A truck couldnt be able to damage
it.
OCTAVIOUS
Well, if my theories are correct,
Spider-Man would have ptopottional
(MORE)
(CONTINUED)

CONTINUED:

53.

OCTAVIOUS (contd)
strength of a spider and might be
able to lift upwards to 10 tons.
NORMAN
Thats impossible.
OCTAVIOUS
It is possible, Norman. This is the
world we live in now. A world of
thunder gods, iron suits, and super
soldiers. Mr. Hammerheads employer
is giving me and Im sure you quite
a bit of money to create true
humanitys last line of defence. A
soldier that us normal people can
control.
Norman looks at Otto, then to Hammerhead.
NORMAN
Normal people.
OCTAVIOUS
Let me show you what Ive built.
Otto flips a switch on a control panel, Norman reacts
horrified. Hammerhead, as always, remains stone faced.
OCTAVIOUS
The suit would be physically
grafted to the wearers body and
fiber optic connectors pin
themselves to the base of the skull
in order to control the suits...
Extra functions.
NORMAN
This is unnatural... Its...
Monstrous. You want to put a human
body inside that thing?
HAMMERHEAD
No. We want you to do it.
Norman looks back at the suit.