"SPIDER-MAN 2" (2004)

SPIDER-MAN2

Writtenby

MichaelChabon

FADE IN:

OVER CENTRALPARK

Gorgeous fallday. Hot-chestnut weather.Spider-Man sails in off Central ParkWest on a line of silk.King of the Manhattan skyline.Swinging from a turretof the Dakota.

Sailing overthe Sheep Meadow, bouncingoff the top of Reptile House.Sharp turn onto Fifth Avenue,hard around the Plaza Hotel.

FIFTH AVENUE

is a torrentof taxis and humans and steamfrom the manholes. He skims alongit like a dragonfly, headingdowntown.

AT 36TH STREET

He throws downa great big giant elasticband of webbing. Turns a coupleof office towers into anenormous slingshot. Curls into aball and hits the rubber banddead center.

He gets justenough bounce to catapulthim up over the top of the Empire StateBuilding. Toe barely grazesthe needle tip.

He pinballs downFifth Avenue and thenout

OVER UNION SQUARE

Heading for theFlatiron Building, withthe big DAILY BUGLE sign. Circlingin, alighting on its roof.

J. JONAH JAMESON'SBIG UGLY MUG So steamed thevery air around his headshimmers.

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

JJJ mimes tyinga noose around his neck,throws his head back, thrustshis tongue from his mouth.Peter folds.

Peter reachesinto his knapsack and takesout a manila folder. Slidesout a fantastic shot ofSpider-Man saving a nun from anoncoming meat truck. JJJ eyesit hungrily.

He reachesfor it. Peter snatches it back.

Peter letsgo of the photo, then sitsa moment. Knowing he has just madebig mistake.

Peter snaps outof it, looks at his watch:oh, shit. He leaps to his feet,grabs his knapsack, and runsout.

Peter rides upon an elderly Kawasaki:RUMBLING, COUGHING, SPUTTERING. Nota well machine. On theback, a hotbox with the Mineo's logo.Peter leaps off and runsinto the pizzeria. A PAGER beeps.

Peter hurtlesinto the shop, out of breath,frantic. Yanks the pager fromhis pocket.

MR. AZIZ hangsup the phone. The BEEPINGstops. Life has disappointedMr. Aziz; Peter's only a side-manifestation.

He starts thrustingpizzas at Peter, stackingthem in Peter's arms until wecan't see his face anymore.

Peter checksthe big Mineo's clock. It's5:44.

Peter runs tohis bike, dumps the pizzasinto the hotbox. Climbs on, kicksit. Nothing. Kicks itagain. Nothing.

Mr. Aziz watches,contemplating suicide.Peter kicks it once more and it starts.He goes slobberingoff.

Peter halted.Looks at his watch. 5:47. A van has collidedwith a Town Car. TheDRIVERS are on the street, shoutingand threatening each other.The PASSENGER gets out, too.The three men come to blows.

Peter pops uponto the sidewalk. Mistake.An old lady in a wheelchair comesout of nowhere. Peterhits the brakes. Swerves. Thebike stalls. He kicks wildlyat the starter: dead. And it's5:48.

Peter leaps offthe bike. With a mightyheave he wrenches the hotbox rightoff the back of the motorcycle,snapping bolts, twisting metal.Then he ducks into an alley.

Spider-Man swingstoward the WoolworthBuilding. One-handed, since the hotboxis tucked under his leftarm. At the end of each arc he freefallsuntil he shoots thenext strand of web. Below, two boyschase each other and abasketball into the street. A caris coming right at them.

Spider-Man'sspider sense tingles. He looksdown; sees the trajectoriesof car, ball and boys, purevectors of physics plotted againstthe air: collision.

Spider-Man heavesthe hotbox away. It arcsheavenward. With his hand nowfree, he shoots a strand ofweb.

A lasso of webencircles the boys and yanksthe boys toward the oppositeside of the street.

Sets them ontheir feet. The car squealspast, horn BLARING.

The boys, dazed.The basketball shootsin, a web-slung chest pass. One ofthem catches it. They lookup at the sky.

Spider-Man catchesup to the hotbox asit hurtles earthward, past him. Snagsit with a web and dragsit back up. The Woolworth Buildinglooms. Spider-Man snagsits pinnacle and arcs around it,circling in.

Peter rushesin with the stack of pizzas.Out of breath, kind of wild looking.A big, silly grin on hisface.

He sets the pizzason the desk. The receptioniststares at him, then atthe pizzas: disgust. Peterlooks--there's a gob of webbing onthe top box. Sheepish hescrapes it off.

Peter strutsin, grinning.

Mr. Aziz whirlson him.

Mr. Aziz shakeshis head. Peter gives up.

Peter's tiredold Kawasaki pulls up infront of the building, backfiring. Heclimbs off it.

Trudges intothe lobby. SPIDER SENSE.Peter's surging HEARTBEAT.A shadow looms.

Peter jumps back,then lashes out and grabshold of his attacker. Ducks,twists, flips a very largeman over his shoulder. Theguy SLAMS against the lobbyfloor. It's a beefy SECURITY GOON.Peter has flattened theguy.

Peter takes outhis key. But instead ofa keyhole there's a card-reader.He's puzzled. The door fliesopen.

He takes a slenderhybrid PDA/remote fromhis pocket. Taps some buttons.

Titanium barsslide across the windows.Steel shutters come down. Laser trip-beamsspin a glowing webacross the living room. Anotherbeam lances from the ceilingand performs a retinal scanof Peter. He flinches.

Harry holds upthe screen of his super-Palm.It reads ID CONFIRMED: PARKER,PETER.

Harry taps, andall the barriers retract;the beams die. He gets right inPeter's face. Trying to befunny but with weird intensity.

The impossibilityof the situation; thepain.

Harry staresat him, searching his face.Something there that he doesn't quitebelieve. Peter strugglesto meet Harry's searching gaze.Falters. Fails.

Takes two ticketsfrom his pocket, tossesthem on the table.

THE TICKETS

THE ANANSI PROJECT:AN INTERIM REPORT.PROFESSOR OTTO OCTAVIUS. DAVISAUDITORIUM. 6PM.

Peter is perfectlyserious. Harry can'thelp smiling.

The rage flaresup again in Harry.

They start togo out. Harry stops by thedoor, points to the answering machine.

Peter goes tothe machine, presses play.

As they walkout of the apartment.

Bars descend,indicators flare, as theyshut the door.

Packed houseof researchers, reporters,interested members of the public. PROF.CZERNOWITZ is introducingOtto Octavius.

APPLAUSE as Ottostrides out. Younger thanyou might expect. Wearing a longblack Gaultier jacket. Smilinglike a man with a surprisein store for us. He andCzernowitz meet. A stiffness betweenthem. Czernowitz looksintimidated.

They shake handsawkwardly. Then Otto stridesto the podium. Grins, self mocking.Behind him on a table,a violin and bow. Piano toone side.

Laughter. Thelights dim; spot on Otto.Behind him a large flatpanel monitordescends. As he talks,the display will mirror, expandon and illustrate his words.

Peter is rapt;Harry is playing Tetrison his Palm Pilot.

Harry noticeshow spellbound Peter is;leans over.

Peter takesno notice.

Otto stepsout from behind the podium.

He walks towardthe monitor, which displaysan octopus, along with a diagramof its nervous system.

The display fadesto a diagram of the Rig,eight legs networked toeach other through and tothe center. The center is empty;then a diagrammatic humanoperator appears.

Otto takes astep forward, smiling a littlecoyly. Then from somewhere behindhim a pair of glintingpseudopods snake out. The black stealth-bomberglint of superhardceramic. A gasp from the audience.

Harry sits up.Puts away the Palm Pilot.

The 'pods hoverover Otto's shoulders amoment, undulant.

One 'pod reachesto tap him on the shoulder.

The arms helphim out of the jacket, andas it comes off, another pairof pseudopods is revealed.The audience goes a little nuts.

One 'pod takesup the violin; another,the bow. The next pair snake out towardthe piano; Otto strikesup a Grieg sonata. With his owntwo hands, he takes out afat cigar and lights it; puffs contentedly.

The audience,amazed, afraid, half suspectingthat it's all a prank.

Peter with alook of open-mouthed wonder.The music breaks off.

Now the 'podsassume a configuration likea daddy long-legs, "toes" splayedagainst the dais, archinghigh into the air. Among them hangs,perfectly at ease, Otto.One at a time, in turn, he raisesand lowers each foot.

He begins tostride back and forth acrossthe stage on his four dancingpseudopods.

He sinks backonto the two lower 'pods.The upper ones snake out around him.

LEFT UPPER PSEUDOPODtakes a piece of paperfrom Otto's pocket. RIGHTUPPER produces a pen andscrawls something across the paper.Then the 'pod with thepaper slaps it across Otto'sback. He turns around, asif confused, walking on the lowerpseudopods. The sign saysGEEK!

Laughter fromthe audience. They're eatingthis up. Otto, back to the audience,whirls his head around.

The pseudopodsrip away his shirt, revealingTHE RIG nestled right up againsthis spine, overlappinghis own flesh.

Otto lurchesin on the pseudopods to aROAR of applause from the hall.

The 'pods telescopein and Otto falls tothe floor. But one of the 'podsremains slightly extended.

OTTO'S team crowdsaround him and draghim over to the NEURAL COUPLER UNIT.They mount it around him.

The TEAM LEADERtwists the Rig's LATCH.This is a dial with a glass tube atits heart, like a spiritlevel, with a single glowing bubbleof air. He aligns the bubblewith a mark and-- WHAM-the 'podLASHES out and knocks theTeam Leader aside.

People are stillapplauding. But Peter'sspider-sense TINGLES. He getsup.

The Rig is outof control. Otto hangs fromit like a doll. The pseudopodswhip and buzzsaw. Smashlightbulbs. Scatter humans.

Spider-Man leapsinto the middle of thecyclone. He tries to reach Otto. The'pods feint and block.

He fires websnares at the pods; pins themto the wall. They break free, lashout. Knock Spider-Mandown.

Spidey leapsup, fires a strand in eitherdirection, snags the upper two'pods. Yanks them towardhimself. Ties them in a knot. TheyGRIND in protest. Keepinga grip on the knot he--

Spins a thickcocoon around each of thelower ones, padding each out untilit's a gently flailing balloon.The Rig struggles fora moment, then powers down.Otto falls to the floor, the 'podsknotted across him.

Spider-Man kneelsbeside Otto. Making surehe's okay.

The Team Membershurry over with the coupler.Spider-Man gets out of the way.The team gets Otto intoi and the Team Leader twists the Latch.

SPLORCH. Therig pops open. Otto fallsout.

We see that Otto'sbare, muscular backis enhanced by four neural sockets.They roll him over.

Otto opens hiseyes. The irises of hiseyes seem to be leaking intothe whites: pinwheels. Strangeflowers. Octopi.

Everyone looksaround at Spider-Man. Spider-Man'snot there. Otto sits up.They try to help him.

He stands up,shaky. Brushes off theirhelping hands.

They stare athim. Is he serious? He looksaround. Sees the broken lightbulb. The slashed curtain.The shattered chair. He sits down.

They bring hima glass of water and a cleanshirt. He accepts their ministrations.

Harry introducesPeter to Otto; they'reshaking hands. Otto looks a bit frazzledbut basically fine.

At this mentionof Norman, a shadow cloudsHarry's face.

Peter looks athis watch: it's 7:45.

He shakes handswith Otto, then startsaway.

The Marquee reads:BRIDE! Over it, enormouscutouts of Dr. Frankensteinand the Bride. The name DeirdreDUNN plastered everywhere.

A tour bus pullsup in front of the theater.The nameplate reads: MT. NEBOCENTER FOR ASSISTED LIVING.A BUNCH OF OLD LADIES file out.

We're with twoof the ladies, SOPHIE andROSE. As they enter the lobby, theyare each handed a program.

Rose noticesa leaf of paper poking fromthe program. Tugs it out.

THE PIECE OFPAPER

DURING TONIGHT'SPERFORMANCE, THE ROLEOF ELIZABETH FRANKENSTEINWILL BE PLAYED BY MARY JANEWATSON.

Frenetic stagehandsmake last minute changes.Actors loiter in the wings.We travel down the wings,past actors and crew who crowd thestairs, down to the dressingrooms.

MJ WATSON sitsat the mirror, making littleadjustments to her makeup.

She's in costume as ElizabethFrankenstein and holdinga blond wig in her hands. RENARD,the actor playing HENRY FRANKENSTEIN, loungesbeside her, calm where she's worried. He's very good-looking.

Clearly troubled rather thannervous. The door to the dressing room opens. MJ turnsexpectantly. ANOTHER ACTOR'S there, costumed as an AngryVillager.

MJ looks sad. Puts on the wig,tugs it straight, and smiles at herself. Big theatricalsmile. The show must go on. Renard pulls a chair over,sits down right beside MJ.

Flirting hard. He brushes aflake of mascara from hercheek.

The STAGE MANAGERcomes in.

Peter tearsinto the lobby. Runs up tothe theater door. A burly USHERstops him.

Points to asign which confirms this.

MJ'S CAST HEADSHOT

Nice picture.A little sultry.

It's on a wallby the front doors. Peter'sgazing at the picture. Justkind of amazed by how prettyshe looks.

Spider-senseTINGLES.

SIREN in thedistance. Faint SQUEAL oftires.

MJ as Elizabethwith Renard as Henry F.Henry is singing his big number, "ICreated A Man." MJ emotesback at him. Her gaze strays towardthe house.

Right in thefront row, a glaringly emptyseat.

Back on MJ. Shesings.

SIREN is louder.Peter ducks out into thestreet. Something is happeningand he needs to stop it. It'scoming from over on Broadway.

A CAR flashesthrough the intersectionof 45th and Ninth. Driving way toofast. In traffic. Skids.Smashes into a car. Then another.Then keeps on going downtown.Two seconds later, one twothree police cruisers.

Peter looks backat the theater. Then athis watch. Then back to the avenue.

"CAR CHASE" SCENE(CC) The car roarsdown the avenue, weavingin and out. The cruisers in pursuit.

It's a rag-top;THREE GUYS. Two in theback with machine guns. Oh, likeSpider-Man didn't see thatcoming! Spider Man flies elegantlythrough their fire. Snagsthe two shooters. Pins them tolight posts and hangs themout for the police.

Now Spider-Manturns to the DRIVER. Landson the car. Is thrown off. Shotat. Keeps coming back.

In the end hecrawls under the car, comesover top, webs up the Driver'sgun. Manages to get them bothout just before the car slamsinto a big construction sitedumpster and EXPLODES.

TWO POLICEMENcome running over. Spider-Manlowers the poor bastard downto them on a line, headfirst.They grab him and cuff him. Oneleads him away. The otherlooks up at Spider Man.

He fires a weband swings back uptown.

Spider-Man, swingsback toward the theater.Spider sense TINGLES. Hishead snaps left.

Atop a buildingnearby, the flash of asniper's rifle. The next instanta shot rings out. A bulletsnips the dragline neatly in two.It goes slack and Spider-Manfalls out of the sky. Spider-Manplummets to the ground.

A MOTHER is pushingTWINS in a stroller.Right under him. Moving like adiver he twists around. Firesa web that snags a small billboardacross the street. Hestops falling.

The webbing peelsthe entire top sheetoff the billboard, in a single piece.Peter falls the last fourfeet or so. Manages to arrest hisfall, slamming his shoulderinto the pavement. Nearly hits theTWINS.

Peter stumblesto his feet. Two big BRUISERSrush him. One carries a pairof heavy-duty handcuffs.They're on him.

They're big,but Peter handles them easilywith a little fake kung fu. Thenhe looks up.

Scans the skiesover Ninth Avenue. Allquiet. There's nothing there now.

Spider-Man looksdown. And sees that acrowd has gathered around him. Mostjust staring at him likehungry dogs.

But he doesn'tstep forward. Nobody stepsforward. Then a little kid stepsforward. Twelve or thirteen.

The kid handsSpider-Man an early copyof tomorrow's Bugle.

THE PHOTO PETERSOLD HIM TODAY(captionedSPIDER MAN ASSAULTS NUN!!!) and THEHEADLINE:

WANTED -- $10,000,000REWARD.

Bounds rightover them and then into thenight.

Peter comes tearingback in. The lobby'sominously empty. The same usher standsthere. Ready for Peter.

In reply theusher just crosses his arms.

MJ is havinga deep scene with the Monsterand the Bride, just before thetragic conclusion.

At the back ofthe theater, one of theold ladies watches, expressionless.Her friend is sound asleep.

Peter waits,watching the door. Some actorscome out. Peter perks up--no.

Then she's there.

She sees him,is pierced through by thesight of him--and keeps walking.He goes after her.

She keeps going.He takes her by the arm.She shakes it off. She isn't goingto even speak to him. Onsecond thought-- She turns back tohim.

Peter doesn'tknow how to answer this;can't lie fast enough.

She doesn't wantto hear it. Starts awayagain.

She looks athim. Is she softening? Peterwill never know. Renard comesout of the theater. Checksout Peter.

Gives her a bighug. When he lets go, MJis staring right at Pete. Her looksays, See? You could loseme. Renard gives Peter the fisheyeand then walks off.

She's angry.He looks like he thinks shehas a right to be.

Peter takes astep toward her. Looks intoher eyes. Six inches of airseparates him from havingher. His PAGER goesoff. He's embarrassed, fumbleswith it.

MJ watches himgo. Typical.

Peter's on thephone, worried.

Aunt May's inher bathrobe, sitting atthe kitchen table. Not so quietly losingit.

Peter is distressed.

He hangs up,and runs back down to thealley where he left MJ. But she'sgone.

Peter races outto Queens on his lousymotorcycle.

Peter comes runninginto the house at topspeed, tears into the kitchen.

Aunt May's justsitting there, not crying.Scarily still, holding a cupof tea, in a pool of light.Nice plate of cookies besideher.

PETER: Okay.

Peter cocks anear, his hearing spider-sharp.

Peter steps intothe bedroom and closesthe door behind him. His eyes dartto a porcelain shepherdessholding up a forty watt bulb anda gilt-edged shade.

There on theshepherdess's bonnet perchesa big fat juicy fly. If we coulddetect such things, wewould sense that the fly feels a suddenalarm.

Aunt May hearsthe THWING of Spidey's webbingand then a

A beat.

Peter looks startled.Guilty.

Peter nods.Sits down. Weight of the world.

She slidesthe plate of cookies over tohim. He takes one. Chews it. Sighs.

MAY What?

She's justlooking at him. Dry-eyed. Alittle confused, maybe.

She sits a momentlonger. Then she standsup and takes the plate of cookiesaway from him.

Turns and dumpsall the lovely cookiesinto the trash. Quiet fury.

She swings thechina plate above her head,then brings it down againstthe counter. It shatters.

She crouchesstiffly and begins to pickup the pieces. Peter goes to helpher but she pushes him away.As she tosses shards into thetrash, she cuts herself.

Pokes her fingerinto her mouth. Petertries to put his hand on her shoulder.

He backs away.She takes the Dustbusterfrom the broom closet and begins noisilyto bust dust. Steelyeyed.

She ignores him,vacuuming. He turns andwalks out.

Peter roars backto the city. As he slowsin some traffic, the bike beginsto backfire and throw sparks.Then it actually burstsinto flame. Fellow motoristshonk at him. One leans out ofa passing car.

Peter scramblesover onto the shoulder.Leaps off the burning bike. Contemplatesthe flames then startsto stamp them out. This quicklydevolves into a vicious kicking.

Fellow motoristsslow their cars to watchas Peter's spider strength rendersthe bike a heap of junkin seconds.

Peter standsover the corpse of the bike,heart POUNDING. Then turns andstarts to limp home alongthe median.

Harry is lyingon the couch, watching atape of Barbara Walters interviewingthe his father. Withthe aid of a shaker of martinis.And a little amber prescriptionbottle.

THUMPING fromoutside, muffled throughthe blast shutter over the door.

Harry picks upthe remote and punches inthe code. The barrier goesup. Peter drags his sorryass in the door. He's a wreck.

Onscreen, NormanOsborn sheds a singleshining tear. Harry is crying, too.

He takes a deepbreath, then sits downbeside Harry.

They sit andwatch the tape of Norman Osborn.Now Norman is his old in-controlself again, tellingBarbara Walters a story. Barbarais laughing.

Peter looks athim. Harry just keeps staringat the screen.

Onscreen, NormanOsborn is laughing, now,too. A strangely familiar laugh.His goblin grin is reflectedfor a moment on his son's face,mad glint of the TV inhis eye.

The tape goesblank. Harry's eyes fill withstatic. Peter gets up.

Harry sloshesupright. Grinning a twistedgrin.

He starts to walkout.

Harry sits up,drunk and stoned but stillHarry.

He climbs upto his bedroom door. Triesto open it. Pushes some buttons.Nothing happens.

Otto lies ina steaming bathtub, recuperatingfrom his show. Nice tub, goodcigar. TV flickering inthe wall.

On the news:His performance. Video coverageof the lecture, of Otto struttingaround the stage.

At the words"Spider-Man" Otto sits upin the tub. He leaps out, dripping,and pads over to the televisionwall.

Otto hits therecord button on his DVD-R.We see several shelves of DVDarchives arranged abovethe recorder.

On TV, the incidentis reported. Jamesonis there, ranting. We see the headlineabout the reward. Thenthere's a shot of Spider-Man scalinga wall.

Otto zooms inon it, watching with a scientist'seye. The girl talkinghead comes back on.

Otto pops outthe disk, fits it into itsbox, scrawls a label. Filesit on the shelf. We see thatit is labelled: SPIDER-MAN 5/24/04.All of the other disksare labelled the same way. Theygo back for a year.

Otto's attentionis drawn to the screenagain. MJ is being interviewed,in makeup, backstage.

Otto's gaze remainsscientific, but somehowsoftened. Towels off his hair,watching MJ's lovely face.

We pull backand reveal as we do so hisfour backjacks, each capped with arubber seal, glistening.

INSERT The next day'sBugle: NEW YORK TO SPIDER-MAN:DROP DEAD.

The newspapersits atop a pile. THWIP!A fine mesh of webbing spreadsacross the edge of thepaper. The NEWSVENDOR watches openmouthedas the paper is tuggedgently skyward. A dollar billcomes dangling down on athin silky thread.

Spider-Man crouchesatop the lamppost,scanning the paper. Crumples it up.Head snaps to the left.TINGLE of spider sense. A GUNSHOT.A SCREAM.

A THUG runs outwith a sackful of money.Stuffs his gun into his waistband.

A jet of webbingcatches his left arm andpins it to the wall. Anothercatches his right arm, thenTHWIP-THWIP each of his legs at theankle. He's pinned andstruggling. He drops the bag.

Spider-Man picksup the bag. Opens it andpeers inside.

Out of nowherelooms a huge OBJECT, headingfor his skull. A wet impact.

It's a WATERMELON,wielded by a pair ofYOUNG MEN. A neat stack of watermelonsbehind them.

Spider-Man wobbles.Sags.

The GROCER comesrunning over. A bloodypatch on his upper arm. Picks upthe bag of money. Screamsat the young men.

He jabs the grubbypile of bills towardSpider-Man. A SIREN. Spider-Man closesthe Grocer's hand aroundthe money.

As the policerun up, Spider-Man takesto the sky.

Dusk outsideBingo Hall. A black Volvopulls up. Five HOODS pile out andgo running in.

Two hundred frightenedbut outraged oldFilipina ladies relinquish theirbingo money to the pillowcasesof the hoods. A thick strandof webbing lances in andSMACKS the gun of the Lead Hood. Snatchesit from his hand. Thenswings it into his temple, knockinghim cold.

The gun fliesthrough the air, conkingthe Second Hood on the head, then theThird, Fourth and Fifth.They all go down in under three seconds.

The old ladiesturn to Spider-Man. Hardto read their expressions.He waves his fingers.

They start towardhim, and then they'reon him, bludgeoning him with theirhandbags.

He stumbles freeof them and then leapsto safety.

JJJ's workinglate. Studying two alternatefront pages. One says: NOWHERETO RUN TO, BABY. The othersays: NOWHERE TO HIDE.

CRASH!!!!! Ablizzard of broken glass.JJJ ducks under his desk as the avalanchecomes down.

Spider-Man dropsdown through the skylightover JJJ's desk.

JJJ comes outfrom under the desk. SeesSpider-Man standing there.

JJJ picks uphis phone. Punches a button.

He slaps a gobof webbing across JJJ'smouth, then, in a few seconds, encaseshim entirely. A slickpupa. Takes the straw from JJJ'sBig Gulp. Picks up thecocoon. Jams in the straw about whereJJJ's mouth should be.Garbled CURSING.

Spider-Man sticksthe cocoon under hisarm and leaps to the

ceiling. Clambersacross the newsroom,over the astonished staff. Out awindow, upside down.

Spider-man ripsthe cocoon away. JJJ startsto rant but looks over the corniceand sees the street farbelow. Cringes and pulls back. Afraid.

JJJ creeps carefullyaway from the edge.

His courage returning.He starts to closein on Spider-Man.

JJJ has Spider-Manon the defensive--backingaway.

JJJ goes in forthe kill.

A door SLAMS.A DOZEN SECURITY GUYS pourout onto the roof. Spider-Man looksat them, then back atJJJ. Seems about to speak. Then leapsover the side of thebuilding, and is gone. The securitymen run to the ledge.

Peter has hisstuff packed up; he's carryingout three suitcases andbig laundry sack. Harry comesout into the hall to watch himgo.

Peter startsto say something, then justnods.

As he goes outthe door, the laundry bagtumbles from the pile of suitcases.Peter stoops to pickit up.

Peter shrugs.

3 AM. Deserted.Peter sits in a plasticchair, reading a thick tome entitledBiomolecular Chemistry.

A pile of similartomes beside him. Makesa note in a notebook.

A YOUNG MAN enters,carrying a laundrysack. Sees Peter sitting there.Peter doesn't look up. Theman goes over to a machine.

Spider senseTINGLES. Peter looks up asin slow motion the man walks, KEYRINGJINGLING, CHANGE inhis pocket, earphones THROBBING inhis ears.

Slowly the fingersreach for the lid ofthe machine.

The man gapesat him.

The man decidesthat Peter is mad. He beginsto stuff his clothes backinto the sack.

He shouldersthe bag and hurries out.

Peter waits amoment, then runs over tothe machine.

The OUT OF BALANCElight is blinking. Peterlifts the lid. Pulls out thered and blue suit, soakingwet.

Harry sits facingDr. Chomsky, a petiteKorean-American woman.

Harry thinks.He closes his eyes.

The doctor staresat him. Sighs. Reachesfor the prescription pad.

Otto sits inthe fifth row, center. Watching.

MJ sings herbig number, "The Mind of theMan I Love."

Otto's entranced.

MJ stalks offstageto lackluster APPLAUSE.Dissatisfied. Renard followsright behind.

MJ runs intothe dressing room, flingsherself onto a battered sofa.There's a Bugle lying there;she tosses it toward Renard.

He points toa big bouquet of black roses,with a card. She goes to them,intrigued, charmed, irritatedall at once. Opens the card.

MJ is walkingout, carrying the flowers.Otto approaches, but keeps a certaindistance. He doesn't wantto frighten her. He's dressedwith a sharpness that is onlyslightly funereal.

She turns, startledbut somehow havingexpected it, too.

He turns andwalks away. Shaking his head.Not so much embarrassed asdisturbed by the failureof his experiment.

Slowly Otto turnsback.

She likes this.The bubble of weirdnessbetween them pops. We can almost hearit. MJ salutes him withthe roses.

MJ and the rosesgo very well together.Otto stares. Inner turmoil visible.A long beat goes by. Sheturns to leave.

MJ hesitates.Not because she doesn't wantto; because she does. This isa big yes for her.

He wiggles hislong elegant fingers. Faintlybut disturbingly tentacular.

A lovely serversettles an enormous platterof doro wat and other fine andstrange foods before them.Otto is delighted to see it. MJless sure.

Otto digs in.After a moment MJ tears offa piece of njera and joins in.Warily. Otto watches her.She looks right back at him.

They are sittingcloser to each other.She's finishing a story. It'ssupposed to be funny but hejust nods, serious.

The darkenedlaboratory. Machines softlyinterrogate one another. KEYin the door. Slash of light.

All the lightsgo on as Otto ushers MJin. She notices the rig right away.It hangs in its dock, amalign orchid.

Otto is in lovewith the rig, of course.The way that a man might be in lovewith a ship, or a 1971Chevrolet Barracuda.

She gets thathe has feelings for his machine.

MJ looks away,smiles. THE RIG Deep in its sensor,a diode pulses. Nowit's watching MJ.

He goes overto it. Takes hold of one ofits hands. A touch of the bridegroom.

She laughs.

She goes overto the rig. Slowly extendsher fingers toward the nearest head.As her fingers draw nearerthe diode pulses and we beginto fear for the fate of herfingers. Her fingertips touch--the eye goes dark.

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

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

MJ is freaked,and fascinated.

Daring her, alittle bit.

He turns. Unbuttonshis shirt. Lowers it.Four black glinting discs in hisback. Freaky but beautiful.

He pulls up theshirt, rebuttons it, turns.Shirttails hanging out.

A DOORBELL PANEL

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

Peter's standingthere. Dressed up. Holdinga single red rose. He waits.There's no answer. He checkshis watch; it's late. Then cuethe TINGLE of spider-sense.He whirls, hears FOOTSTEPS, VOICES.

MJ and Otto approachthe building. Peter'sface as he registers thevoices: alarmed.

But he lookspleased with the information.He holds out his hand.

She takes hishand, then plants a kisson his cheek. PETER Watching thekiss. It's breaking his heart.

She presses herselfagainst the door. Stunnedat her own brazen behavior.

As Otto turnsand starts back across town.A skip in his step. A cybergothGene Kelly. Feels likedancing with a lamppost.

As Otto walksthrough its beam we noticea dark shape crouching onthe stanchion. Watching.

The domed buildingwhere it all began forPeter. A shadow from the shadowsleaps onto the domes.It's Peter.

The great centralhall. It's deserted anddim. He walks around. Hearsechoes of that afternoona year ago.

The spider cagesare empty.

He looks downat his hand where the spiderbit him, rubs it. Thoughtful, thenhis face breaks. He sitsdown, buries his face in his hands.Chokes up.

A WHIRR; he looksup, TINGLING.

Peter creepsdown the hall just outside.We HEAR the unmistakableWHIRR of the rig.

SERIES OF SHOTS- COUPLING THE RIG

1) Otto lowersthe Rig into position.

2) The Rig watches,expressionless.

3) Otto stepsinto the Rig. Engages thecoupler. A WHINE of hydraulics.

Otto reachesback to twist the Latch. Can'tquite see what his fingers aredoing.

His fingers can'treach. Can't reach. Hestrains, grunting. Gives up. Startsto press the decoupler.Then--

--a 'pod reachesin for the Latch and TWISTSIT.

Otto flinches,then lets go as blessedrelief floods his features. Sinkingin. The irises of hiseyes spiral out. One of the 'podsreaches toward his faceand, tenderly, strokes it withsteely finger.

Peter, watching,GASPS.

The 'pods honein on the sound at once,quivering. Otto looks over.

Peter steps outof the shadows.

Peter sits acrossa desk from Otto. One'pod puts on a CD. Two others arebusy pouring two cans ofCoke. Peter eyes the 'pods warily.Otto taps at the keyboardof his computer.

Otto hits a fewmore keys.

Otto shrugs.

Staring at Peter.Understanding withoutknowing.

As Peter says these words: They are processed by the suit;it subjects them to a VISUAL VOICE-STRESS ANALYSIS

The pattern is scanned anddesignated COUNTERFACTUAL.

AN INDICATOR begins to blinkon one of the pods.

Another window: SuperspiderInventory: 1 through 15. Number 15 flashes: LOST.

But Otto's not even lookingat the monitor; he doesn'tneed to.

Peter starts to play the questionoff.

He's advancing on Peter now.The 'pods billow and arc.

He reaches into a tray behindhim. Holds up a tiny ziplock bag with a speck inside. Peterleans in to look. A tinybit of circuitry--a spider-miteof silicon.

He tosses thechip back onto the tray.

Peter regardsthe tray, the little baggie.There it is. His salvation. Hiseyes stray up to:

Peter looks back,caught by surprise.

The Rig is backin the coupler. Otto isat his workstation, asleep in hischair. All quiet.

The little fishingline drops into thetray. Bounces. Misses the baggie. Bouncesagain. Snags it.

THWIP! The baggieshoots up into the airand through the slats of thevent.

Peter walks in,trying to appear nonchalant.

Peter drops abox filled with lab suppliesonto his tiny desk. Sweepseverything off the top ofit.

A tiny housein Brighton Beach. DITKOVICHis playing cards, for money, withhis Ukrainian cronies.HUGE CLATTER. They all look up at theceiling. Then at Ditkovich.

They go backto their game. SOMETHING BREAKS.Ditkovich lays down his cardswith a sigh.

Ditkovich callsup as we climb the stairsand start down the upstairs hall.

Peter is wipingdown the glass surfaceof the desk with Clorox. We see:gauze pads, adhesive tape,alcohol, pipette. A hot plate witha saucepan of boilingwater. A box of Morton's koshersalt. A bottle of vodka.

He decants someof the steaming salineinto a tube.

He picks up thepipette, scrapes at theinside of his cheek. Then he picksup the chip with a clasp.Smears the tissue against the chip.Drops it into the tube.

Holds up theBIG NEEDLE. Jeez. Pokes itdown into the tube, and draws inthe fluid. The chip is suckedin along with it. He stares intothe whirling fluid in thesyringe.

SERIES OF SHOTS- THE SYRINGE In its swirl:

1) Spider-Mancareens like a maniac throughGreater Manhattan airspace.

2) Peter Parkersits despondent in Otto'slaboratory, head in his hands.

3) He crouchesat the side of Ben Parker,watching him die.

Peter turns.Uncle Ben is sitting on thebed behind him.

With his freehand he pours a shot of vodka.Tosses it back.

And drawing adeep breath he jerks up hisshirt, baring his hip.

Pops the needleunder the skin. Squeezes.It hurts. A lot. His eyes rollback in his head.

CLINK of coins.A muffled THUD from above.Play stops. Ditkovich startsto say something. Changeshis mind.

Peter wakes upon the floor. Sits up. Handto his hip; a tiny dimple underthe skin.

He checks himselfout in the mirror. Strong.Fit. No visible difference. Hefrowns, then leaps up intothe air. Completes a half-flip,and sticks feet first againstthe ceiling. Damn. He dresses withcare, buttoning his neatcivilian clothes.

Then he goesto the closet. Crouches down,opens a panel in the closet wall.Takes out a little rollingsuitcase with a picture of Wolverine.Unzips it:

The red and bluesuit, neatly folded.

Still dark. Petercarries the suitcasedown a deserted street and thenout into a swampy waste.In the distance, HOMELESS MENaround a burning steel drum.Here, a steel drum standing alone.

The suitcaseCLANGS against the insideof the drum. Peter takes out a canof lighter fluid.

Douses the thingliberally, then strikesa match. HUGE, STUPIDLY HUGEFIREBALL.

Peter leaps toone side. Kicks over thedrum. Flame scatters everywhere. Hejumps around trying to stampthem out. Faraway LAUGHTER fromthe men.

Peter picks upstill-intact suitcase.

He shakes thecostume out of the smolderingcase.

Picks it up offthe ground, stares at it.The dead eyes of the mask stareback.

He stuffs thething into the steel drumand walks away. Does not look especiallyunburdened.

A HOMELESS MANwatches Peter walk awayfrom the drum. He tacks a littleunsteadily across thelot toward the drum.

Peter ridingin a subway car, smudges ofblack on his face. Nearest him sitsA YOUNG WOMAN in scrubs.Near her are a couple of MEN.They're staring at her.Peter sees it.

The woman wastrying to ignore him. Sheblushes.

Peter's spidersense TINGLES as he watches.

Peter, sweating.His fingers flex. Hislips narrow. His eyes meet the secondman's.

The train pullsscreeching into the station.The doors open and the girlslips out. The men stand upas if to follow her, then sit backdown. They laugh.

One of them flipsPeter off. Peter looksaway.

The homelessman stands across the deskfrom JJJ. Carrying the charred huskof the suitcase.

The homelessman unzips the bags and yanksout the costume. It's blackenedand crumpled but still gorgeous.Real.

He takes thecostume and shakes it outby the shoulders. Turns it thisway and that. Then he grins.

A dark thoughtoccurs.

JJJ is forgettinghis visitor.

JJJ haggles,but his heart's not in it.He's staring fixedly at the Spideysuit.

Peter comes upout of the subway, carryinga knapsack. Part of a stream ofother students.

Walks past analley, sees THREE MEN standingtogether. None of them savorylooking. Two are clearlythreatening the third. They riflethe pockets of his jacket.They snatch a little parcel.Slap him.

Peter's face,wrestling with the problem.Should he do something? Hetakes a deep breath and keepson walking. Hesitant at first,then steadily.

Late editorialmeeting. The costume hangsconspicuously from the door. STAFFERSkeep sneaking glancesat it as JJJ harangues them.

JJJ picks upa front page proof. Headline:SPIDEY PLAYS POSSUM!

They all getup and file out. Some groans.ROBBIE ROBERSTON turns as he'sleaving, pausing by the costume.Sniffs.

He goes out.Shuts the door.

Jonah goes overto the suit. Regards it.Leans forward. Sniffs it. Aweird idea comes into hisbrain. He starts to unbutton hisshirt.

We're watchinghim, maybe through the window.He pulls the mask down overhis head, completing thecostume. Naturally it's not a perfectfit.

He poses stiffly,movements awkward. Thenhe catches sight of himself in amirror. Strikes a pose. Another.

A parody of Spidey'scharacteristic moves.Finally he does the upside-downhook'em horns webshootingthing. We leave him having a shamelessamount of fun.

The next morningPeter wakes up in bed.Sits up, blinking, pressing at hiship.

He picks up BiomolecularChemistry. Holdsit close, far, close. Readablebut a little blurry. Hesmiles.

Gets out of bed.Maybe he's shrunken abit.

He goes overto a wallpapered wall andlays his palm against it. It slidesa quarter inch; he smiles.It sticks. He frowns. He creepsup the wall and ontothe ceiling. Hangs there. Dropsonto the floor. Not yet.

He FIRES a strandof web. It shoots clearand thin. Then weirdly it SPUTTERS.FOAMS UP.

He shakes hishand at the wrist. Shootsagain. Another clear strand shootsout and hits his knapsack.Jerks it back to him. But somethingis changing.

He's delighted.

Peter comes flyingdown the stairs.

He gives an exuberantlittle kick at thebottom of the stairs. Loseshis footing. Falls on hisass.

Ditkovich looksdown at him. Peter's noteven embarrassed.

INTERCUT - PETERAND MJ

MJ is doing yoga.In Downward Dog posewhen the phone rings.

She doesn't sayanything.

She's taken bysurprise by this.

She hangs up,leaving Peter looking puzzled.

Otto's singingin the shower. The showeris actually a hazmat-exposurerinse. He towels off. Singing"Tonight" from West Side Story.

In his exuberance,he is being WATCHEDby the Rig. After a moment he approachesthe Rig. Reaches upto touch it.

A moment of doubt.

He looks around.Peels off his shirt.

MJ's on stage,singing. We do a kind ofCitizen Kane rise up into the catwalkshigh above the stage.

Peter Parkerdangles by a thread. Upsidedown. Listening as MJ's voice rises.

Otto and MJ carryinga couple of dogs apiecetoward the counter. It'svery crowded. Otto's wearinghis long coat.

Otto stumbles.Two 'pods shoot out of thebottom of his coat and arrest hisfall.

He rights himself,blushing. No one hasnoticed but us. He takes a bite.

MJ beams foran instant, then cracks up,then looks at him.

He winces,and reaches involuntarily forhis side.

Through theplate-glass windows we cansee Peter watching them from outon the street.

Otto and MJstand a foot apart.

Oops.

TWO BIG BAD MENpass. One bumps into Otto.Kind of hard.

The BBM ignoreshim. Otto starts after,with those freaky octopus eyes.

Otto seems torise up, weirdly looming.

The BBM feelsa tap on his shoulder. It'sa 'pod, natch.

The 'pods snakeout around Otto, fataland alert.

On MJ She looks fullyas if the flesh of theguy that she's sort of getting a crushon has suddenly sproutedfour steel arms. Otto and thefaithful Rig make short workof the two men.

Otto turns backto MJ, hanging in the air.Aglow with the work out. Hurricaneeyes. SIRENS in thedistance.

Peter is watchingfrom a distance as Ottobursts out into strange bloom.

Starts to runtoward them. Then stops.Looks around. Sees:

EXCELSIOR SOUVENIRSHOP

He dashes inand looks around. Finds aSpider-Man replica t shirt.

Grabs it, anda Big Apple ski mask. Runsout of the shop with the SHOPOWNERrunning after him.

As he runs hepulls on the long-sleevedT-shirt and mask.

The arms retractand Otto comes to her,his clothing in tatters. Shebacks away. Turns. Tries torun.

A 'pod lazilyretrieves her. Whips heraround.

She meets hisgaze. He looks tenderly ather. SIREN getting louder.

The fingertipof the 'pod strokes her cheekwith the same tenderness. Ick.

She tries toduck free of the 'pod. Hewon't let go.

Otto turns. SeesPeter standing there.Laughs.

He flies at Otto.Otto sidesteps him and,reinforcing his grip on MJ, startsto flee up the sideof a building. On top of the buildingthey start to fight.

A leaping pursuitacross the rooftops.Elevated tracks in the distance.On the next to last rooftopbefore the tracks, Otto turns. Thefight begins.

It's not a fairfight; Otto his hamperedby holding MJ. Otto looks atMJ: reproach in his eyes.Then he sets her gently down.And leaps over to the nextbuilding.

Spider-Man goesto MJ. She shakes his arm.

Peter peers ather through the eyeholesof the ski mask.

Spider-Man nods.And goes after Otto. Chaseshim across the last rooftopbefore the tracks. Otto hesitateson the ledge. Spider-Man fliesat him headfirst. HITSand they both tumble over the sideof the building.

"TRAIN SEQUENCE"(TR)

They fall ontothe elevated tracks thatrun alongside the building.

A train is passingat that moment. Theysmash down onto the top of it andare carried along the rushingtracks. Otto rights himself.Gets to his feet.

Spidey risesand then it's basically afive mile long version of King of theHill, at high speed. Ormaybe the myth of Sisyphus. Ottodigs at the head of thecar, and Spidey comes after him. AndOtto throws him off, andSpidey comes after him.

Every time hefalls off the train, somethingworse happens to Spider-Man thanthe time before. It's brutal.But he always climbs back on.

At one pointSpidey manages to get rightonto Otto's back. He gets his handin at the root of the 'podsand grabs hold of the Latch. Pullson it. It SNAPS and swingsfree. Still attached. Butuseless. And Otto HURLS himoff the train. Spidey climbsback on.

After the Latchbusts, Otto just keepsgetting stronger. But we notice thatSpidey seems to be tiring.He's winded. So it makes Ottoangry that Spidey keepson coming. He knocks Spidey off again,and then smashes in thewindow of the car beneath his feet,reaches in with his 'pods.

He starts yankingpeople right out andtossing them to the side. Spider-Mansnares them all in webs.The last time, his webbing SPUTTERSbefore it fires.

Finally Ottorips the controls right outof the car. Then he jumps off thetrain. Spider-Man wants togo after him. But the trainis now hurtling out of control.He can't just leave it.

He stays. Andit's a good thing, becausea big L-bend in the tracks is comingup. And the train is goingmuch too fast to take the turn.

Spider-Man managesto get all the passengersevacuated to the rear half ofthe train.

Then he getsbehind the first three cars(now empty), right in down between,and cuts the lead onesloose. Gives them a mighty push.They race ahead, smash throughthe guard rail, and PLUNGE overthe side of the elevated.

Now Spider-Manhas to stop the part withthe PASSENGERS. He jumps down infront of the car that's nowthe lead. Plants his legs againstthe speeding track itself.Railroad ties SNAP-SNAP-SNAPand the momentum slows.But not enough.

Finally, webSPUTTERING, at the very limitof his strength, Spider-Man stringshis own body betweenbuildings with webbing, makinghimself into the focusof a giant slingshot, with all thosetons of train shoving rightup against him. And the trainslows. And slows. And slows.And stops. The Passengers CHEER.

Utterly spent,his makeshift costume tattered,gaping holes in his mask,Spider-Man hangs over theabyss, clinging to the edge, held inplace by the tension of hiswebbing against the bulk of the trainbehind him. And then--

He hangs suspendedfor a moment. Then falls--

And is caught,by the Passengers. Leaningout of the front windows of thetrain.

They drag himback in and lay him on thefloor. His mask is so torn and stretchedthat you can seemore than half his face.

The passengerslook down at him. Then ANOLDER MAN reaches down and tugsthe mask back over Spider'man'sface. Looks up at the others:Anybody got a problem withmy doing that?

Nobody does.

Otto stumblesback into the lab. He's crying.He backs into the coupler andactivates it. It advancesto a certain point and then stalls.Tries it again; nothing.

His hand reachesfor the Latch. It's loose;he remembers in

Early the nextmorning. One of the GRADUATEASSISTANTS lets lets herselfin. Wearing headphones, listeningto the Flaming Lips. Nicesttime of the day.

Singing along,hangs up coat, turns onlights. Takes a moment or two to sensethat something is amiss.Doffs the headphones. Turnsto look at: THE EMPTY COUPLER Cables danglingloose.

This pretty muchfreaks out the GraduateAssistant completely.

An ALARM beginsto sound.

A special teamof commando DOCTORS, extremesurgeons, rush along, wheelingequipment and gear. They'relike Helmut Newton doctors,packing in a portable operatingtheater.

Converted toan impromptu surgery. Ottolies on a table with the 'pods wiltingaround him.

The X-docs goto work. They're wearingmirrored eyeshades and using laser instruments.It's a complicatedballet of machinery andsurgeons and blood. The ANESTHESIOLOGIST monitors theEKG.

The pace of theEKG ratchets up a notch.

The doctors lookat each other.

The Anesthesiologistprepares to turn upthe gas on Otto. One of the 'podsstirs faintly. Unobserved.It's diode pulses. Takesin the situation.

The surgeonstake up their instruments.

From the pseudpod,a soft WHIRR as we traveldown

The moleculesare pumped directly intoanother system: Otto's nervous system.Up the spine, toward thebrain.

A soft feminineVOICE wells up, muffled.Almost sounds like it's saying,Wake up, Otto.

With a ROAR hecomes to life. The 'podswindmill and lash and flail. A tornadoor turbine.

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

The servo ofa 'pseudopod TRILLS softly.The other 'pods gather near it,and turn their attentionas one on Otto. Darting, flexing,the 'pods go to workon Otto's wounds. One cleans with aswab. One secretes an ointment.One radiates a healing light.And one pours him a glassof brandy. He knocks it back. Sighs.

He appears tobe LISTENING to a voice inhis head, a soft feminine MURMURwe can almost make out.Winces.

He goes overto the tray. Of course it'snot there.

His VOICE thickensas he shift to the plural,as if another strand had beenwoven into it.

Otto opens oneof the X-doctors' portablelockers. Stacked with their rubberizedscrub-jumpsuits.Holds it up. Yes, it will do. The'pods take it from him.

Otto checks himselfout in a mirror overa sink. Pretty styling. He lookscloser.

Electrochromiclenses that darken at atouch. He darkens them, then smilesat the man in the reflection:Doc Ock.

MJ is takingsome coaching from a WOMANAT A PIANO. Trying to find around athorny note in her song.The DIRECTOR of Bride! pokesin his head.

MJ looks at thePianist. The Pianist knows.Looks away.

MJ's talkingfast as he ushers her in.

She sits. He slidesa box of mints acrossthe desk.

She doesn't getit. Then she gets it.

She cocks herhead, curious, no idea whatit could be.

She takes a mint.

MJ's eyes fillwith tears. She goes pale.

MJ is in shocknow. She nods, rises, headsfor the door. Before she goesout she turns back. Beingbrave.

She nods, bitterly.She knows. She slipsout.

MJ stands outsidethe theater. Bills aregoing up over the posters, nextto the words DEIRDRE DUNN,that read HER TRIUMPHANT RETURN.It's raining. Maybeit's even starting to snow. She juststands there, crushed.

FOOTSTEPS. It'sRenard, walking into thetheater. He sees her, and thenstarts to act like he didn't.

Somehow not quitesincere.

Peter is on thephone. He's a wreck, battered,cut.

Peter hangs up.Spooked. A KNOCK at his bedroomdoor. He jumps.

Ditkovich opensthe door.

Peter comes downthe stairs. MJ is standingin the living room. They lookat each other; he readsher sadness.

She goes to himand bursts into tears.He holds her. Strokes her hair. Shelooks up at him.

They walk alongthe deserted boardwalk.Snow flurries.

She turns tolook at him.

He puts his armaround her. She leavesit there.

Peter drinkscoffee. MJ's eating a hugesundae.

She rolls hereyes.

But MJ's gettingsteamed.

She pushes awaythe ice cream.

PEOPLE are staring.Timidly Peter raisesa finger.

The WAITRESS bringsthe check.

Peter takes outhis wallet. As he opens hiswallet, he already knowswhat he will find in it.

It's empty.

MJ, disgusted,yanks open her purse. Scramblesup from the table.

MJ shakes herhead, tosses down a twenty,walks out.

Peter approaches.GIBREEL is out front,struggling to attach a hot box tothe back of his motorscooter.It tumbles. Peter lurchesto grab it but PIZZAS goscattering everywhere. GIBREEL is frantic.Peter tries to helphim gather them.

Mr. Aziz comesout.

Peter standssupplicant, Mr. Aziz shakinghis head. The phone RINGS and RINGS.

He nods his headtoward SALADIN, who isengaged in fatal combat with around of dough.

He reaches forthe phone.

VIEW THROUGHTHE WINDOW

As Gibreel puttersaway on his scooter.The hotbox comes loose and smashesagainst the street.

Before Mr. Azizcan react, SPIDER-MAN walksin. Not Spider man. A guy ina realistic Spidey mask.With a big Glock. Brandishes ittoward Peter, then Mr. Aziz.

Saladin holdsup the sagging round of dough.

Mr. Aziz triesto smile.

He CLUBS Mr.Aziz on the head with hisgun.

Peter throwshimself on the hood. Triesto get a choke-hold on him.

The hood elbowsPeter, then punches himhard in the stomach. Peter tries tograb him again. The hoodsmashes him over the head with hisgun. Peter sags to the floor.

The hood snatchesall the cash from theregister.

Mr. Aziz comesover and helps Peter tohis feet. Mr. Aziz is crying.

Peter staggersto his feet.

Harry's sleepingin the middle of the day,face down. Bottles by thebed. A CLUNK. His eyes unstick.ANOTHER WEIRD METALLIC CLUNK.Harry sits up. It soundslike it's coming from the otherside of his titanium securityshutters.

He hits the securitypanel. An image ofthe lobby station. The guard isdead.

BRRRONG. Theshutters are ripped open.Doc Ock steps in from five storiesup. ALARMS are screaming.

He takes a smallenvelope from his pocket,holds it out to Harry.

He looks curiouslyat Ock. There's somethingdifferent--the weird pluralvoice. Ock masters it.

That gets Harry'sinterest.

There's a distantrising TROMP of feet.A POUNDING on the outer doors.

Harry looks atOtto, who tosses the envelopeat him. Harry fumbles the catch.

Otto leaps outthrough the window. TheSECURITY MEN burst in, looking around.

A black Mercedespulls up amid the rollinggray surf of a Queens cemetery.A CHAUFFEUR gets out andcomes around the car. Opens thedoor for Harry.

Harry gets outand looks around at the.Barren, wintry. He hates it here.

Harry standsin front of the headstone.A hint of spookiness in drift of leavesacross the grave.

Mocking LAUGHTER.Harry gazes at the thirteenunlucky letters: NORMAN OSBORN.

Harry falls downonto his knees. Collapseson the grave.

Harry flips openhis cell phone, punchesa number. Dirt from the grave onhis cheek.

Peter walks intothe city room, towardJameson's office. He stops when hesees:

He walks up toBetty Brant's desk.

JJJ and Harry are face to face.

Harry is strangely cool. Coolerthan we've ever seen him.

Jabs that Jameson finger atHarry.

Harry grabs the finger andcrumples it in his fist. Jameson snatches it back, wincing.

Harry stalksout, brushes past Peter. Peterreaches out to him.

Harry whirls,furious, about to strike.The wire lattice embedded in thesafety glass of the partitioncasts a grid of shadow acrossPeter's face; it looks likewebbing.

Harry peers atPeter, fixedly, then turnsand walks out.

JJJ turns toPeter, sucking on his sorefinger. Peter eyes the costume.

A sunny day.Geraniums. Otto notices thegeraniums by the door. Rings.Aunt May's there.

Sorrow on theold woman's face at the name.

There's a WHIRRbut it's Otto's own meatarm that shoots out. He clutches AuntMay. WHIRRING. Otto strugglesagainst a murderous impulsein the 'pods.

She's lying.But doubt creases Otto's face.May sees it. And suddenly feargives way to something else.Anger. Pride. Will to live.

Otto's surprised.So is May. He retractshis hand.

"OCK'S RAMPAGE"

Three scenesof urban destruction.

Ock alights outsidethe flagship store.Goes "shopping." Trashes the place,terrifies fellow shoppers.Goes out with cool new clothes.As he's walking out hesays, with panache:

Cars lined upheading out of town, trafficstalled. Drivers touchy. Suddenlya car FLIES right outof the tunnel. Lands on and crushessome other cars.

Another car fliesout. Then another. Afew more besides. Then there's a METALLICGROANING and SCRAPING.

Ock emerges,dragging an ARMORED CAR behindhim. He tosses cars in frontof the tunnel mouth to oneside. Clears a space. Then ripsopen the armored car.

People leap fromtheir cars to harvestthe whirling money. Quickly theyturn savage, fighting eachother, slipping and sliding on theice as they chase the money.

Otto stridesamong them. Hangs over them.They stop fighting and look up.

Otto smasheshis way into the building,shattering the huge windows, scatteringschoolchildren.

He heads straightfor the Willamette Meteorite.

He digs in the'pods. Grips the Meteorite.

Pulls. Pulls.Pulls. And UPROOTS it. Carriesright out of the museum.

Otto stalks downthe avenue swinging thespace rock at the end of his 'podslike an enormous mace.Gouging huge chunks out of buildingson either side.

Otto winds uplike a cricket bowler andthen hurls the meteorite throughWashington Square Arch.

He turns to aHORRIFIED CROWD who cowernearby.

Turns to a WOMAN.Gently.

Otto stalks away.We get a good look athim as he goes by. He looks bad. Thetoll on his tissues is becomingvisible; tracery of blackwebbing across his skin.

Peter watchesthe broadcast on a tiny B&WTV.

He looks as ifhe's been lying there motionlessfor days. Weeks. Unshaven.In pajamas. In a bad way.

A KNOCK on the door. Soft,at first. Peter ignores it.Then LOUDER.

Panic. Peter switches off thetelevision. Makes a frantic, doomed attempt to tidy theroom. Gives up. Goes to openthe door.

Aunt May comes in, carryinggrocery bags and a baked good. Tries to conceal her distasteat the room.

Peter sits atthe table while Aunt Mayputs a bowl of soup in front of him.He digs right in. Days sincehe ate.

The spoon stopshalfway to his mouth. Freakedby this.

She's fiddlingwith the Boston cream pie.Not looking at him.

A long pause.Then Peter goes back lessheartily to his soup.

She pokes a fingerinto his soup, tastesit.

Tears in hiseyes.

She slices hima piece of Boston creampie (really a cake).

MAY (CONT'D)

Responsibilitiesare thrust onyou. Calamities.Tragedies. Throughno faultof your own. And you sit,and yousay--

She looks atthe pie--why not? Cuts herselfa piece. Takes a bite.

He isn't cryinganymore. He's just listening,and eating pie.

Doc Ock's secretlair. It hums with activitywithin.

A laboratoryis in place. Much of the equipmentlabeled Oscorp Systems,Inc. Ock has been workingall night. He steps away from makingadjustments to a nasty-lookingsurgical table. Sits downin a chair.

Harry is there,irritated, strung out.

Two 'pods snakeout and grab a can of soda,a slice of pizza. The other twotake hold of one of his meatarm. One jacks in a blood probe.

Otto looks overat:

Television going,footage of Otto's havoc.MJ dozes in the blue light. BOOM.She stirs. BOOM! SCREAMSof people in the street. Her eyesopen. The sound of the'pods--kzh-kzh kzh. She goes to thewindow and looks out.

The buildingsacross the way lie in rubble.Fires. People running in panic.In the center of it standsDoc Ock. A literal pathof destruction behind him.

She pulls backfrom the window. Summonsher nerve. Goes to the windowand throws it open. Steps outonto the little balcony ofher apartment.

A look of agonypasses across his face.

His featuresharden.

He climbs straightup the face of thebuilding to her.

In flames.Police and rescue crews. Petercomes running up toward thestreet where she lives. It'scordoned off. A POLICEMAN stopshim.

Peter stepsback, horrified by the destruction.People huddle miserablynearby. A Nynex guy isstanding on top of his truck,trying to see what's happening.

Peter hearsall this. Jesus.

A HUGE CRASHin the distance, then a seriesof CRUNCHES.

There's justtime for the shock to registeron Peter's face when Ock comescrashing past with MJ caughtup struggling in one 'pod.

The police raisetheir weapons. Ready tofire.

Ock's movingincredibly fast. He stepsright over the police line--and rightover Peter. Peter runsafter them.

MJ hears him--

--but Ock justkeeps on going. Peter picksup a broken beam lying nearbyand hurls it at Ock's legsas hard as he can. A 'pod lashes outand flicks it away. Thenlashes at Peter, too, and sendshim flying.

He lands hard.Ock vanishes from sight.

Peter gets up,looks around. Jumps intothe Nynex truck. Takes off afterOck at top speed. The Nynexguy has to leap off.

Ock stalks alongthe street, moving fast.MJ struggles in the 'pod.

Otto reachesback, with a meat hand, asif to slap her. Catches himself.

Poor Otto's brainis shivering into shards.

He stops and sets her downsomewhat roughly.

She stares at him.

He uncoils a 'pod from herwaist. She starts to bolt.

Peter races in the truck. Weavingthrough traffic. SeesOck in the distance.

Otto retracts the arms. MJturns toward him. Sees realpain there. Takes a step his way.

As he speaks, one of the 'podssnakes beckoningly out.MJ notices, and she shudders.

GUNNING ENGINE. Here comesPeter, tires squealing. Otto snatches MJ up again with one'pod. Rises up on the lower pair.

And with thefourth, PLUNGES straight intothe cab of the truck and grabshold of Peter. Rips himout and tosses him aside.

The truck crashesagainst a lamppost andsplits open. A bicycle chainedto the lamppost goes flyingand lands with a clatter. Peterlies amid spools of cableand orange plastic fencing. He standsup shakily.

Now a HELICOPTERdescends on the intersection.Squad cars arrive from everydirection.

One of the 'podssnakes up and grabs holdof the chopper's strut. Anotherreaches right into the whirlof the helicopter'srotors. His 'pod takes holdof the rotor shaft and with a horribleshrieking brings itto a halt. Then Ock hurls the chopperdirectly at the policecars.

Watching theexplosion, grinning, he retreats.He doesn't see:

Peter runs toher, she grabs hold of him.He tries to pry it loose. No way.Now another 'pod snakesin and grabs Peter and bats him lightlyaside.

Then they'regone. Peter's alone in therubble. Defeated... and then, abruptly,grim. He goes overto the wreckage of the Nynex truck.Pulls out the toolbox. Opensit. Takes out a wicked needle-nosepliers. Holds it up.Should he?

FLASHBACK - CONEYISLAND

They walk downthe boardwalk in the snow.A few strings of colored lights.He puts his arm aroundMJ's waist.

PRESENT MOMENT- AVENUE - NIGHT

He looks aroundat the smoldering wreckagearound him. Then at the pliers.This is going to hurt.

He JABS the knifedirectly into his hip.Digs around. The worst SPLORCHimaginable results. His eyesroll back in his head. He staggers.But he holds up thebloody chip and grimly smiles.

He looks around--needswheels. There'sthe bicycle. A little bent.It will do. He takes pedalingafter Ock and MJ.

Peter rides pastLOOTERS, smashing storewindows. A LOOTER holds up thetelevision he has snatched.

Peter slows,watching, frowning.

Peter pedalsoff, slows again, turns.

The looter, incredulous.

His friends laugh.Then there's a cry forhelp.

Peter looks.Some other LOOTERS have descendedon a SIKH man who is defendinghis store.

Everyone turnsto look at him. Peter looksdown the Avenue. Far, far away,by the Flatiron Building,we can see the dancing glintof Ock's 'pods.

Then LOOTERSfall on the Sikh man.

Peter drops thebike, and runs into themidst of the gang. They turn onhim. The Sikh man crawls outof the melee, bleeding. Thelooters swell around Peter,kicking, stomping, punching. Hegoes down under the surf ofmen.

Then, with anaudible WHOOSH, the gangof looters FLIES BACKWARD. It'slike a blossom blooming.Peter rises to his feet, bloodiedbut steady. The men comeat him again but now he makes shortwork of them, leaping, kicking,dancing.

The Sikh Manlooks on, throwing sympathypunches.

The looters liefallen around Peter. Hereaches down to yank the stockingcap from one of the men'sheads.

JJJ is at hisdesk, on the phone. Peoplecoming and going. The Spidey suithangs in a nice class case.

WHAP. From theboarded-up skylight. JJJlooks up. Uh oh. A foot SMASHESthrough the wood, splinteringit, and then Peter, stockingcap over his face, landsin front of JJJ's desk. He goesover to the case, SHATTERSit. Reaches in and takes the suit.Holds it up.

He fires a webup out of the skylight,gives it a jerk, and then sails outafter it.

Spider-Man swingsalong the avenue, tryingto catch up to Dock Ock.

He catches upto him at Rockefeller Centerand they fight, in the snow, onthe ice of Wollman Rink. MJgets away from Otto but then staysto watch.

Each combatantgifted in his own way withpower, agility, a kind of grace.

And he does.At last Spidey lies defeatedat Doc Ock's numerous feet.Doc Ock picks him up, andgrabs MJ. He takes his cell phoneout of his pocket. Coollypunches a number.

Harry sits watchingthe destruction ontelevision. Clearly drugged to thegills. The phone rings.He manages to notice.

Click. Harryrises wobbling to his feet.A strange echoing LAUGHTER in hisears.

Ock tosses Spider-Manonto his BIG NASTYSPINAL-CORD EXTRACTING TABLE.MJ he sets down moretenderly to one side. He prepares theprocedure. It looks likeit's going to be extremely painful.

Harry's limopulls up. Harry gets out.Looks around nervously.

MJ revives, sitsup. Groggy. Harry stumblesin. Sees MJ.

Otto turns. Hehas Spider-Man all strappedin, now.

Harry draws closer,fascinated. He nods.MJ hangs back. Otto reachesout and YANKS the mask offof Peter.

She runs towardthe table. A 'pod lashesout and knocks her brutally aside.Harry goes to her, seesthe blood on her cheek.

Looks back atPeter lying on the tableas a great, spiked, vascular probebegins to descend on thetorn form of his friend.

The LAUGHTERbegins to sound louder inhis ear and the probe descends.

He stumbles tohis feet, stoned and terrified,and lurches out of the laboratory.

Ock swings anotherfell-looking unit intoplace near Peter's head. All ofthe 'pods are working in balleticunison to prepare the procedure.

MJ stands. Shesees a big spanner lyingon the ground. Picks it up. Tucksit behind her back. Startsto inch toward Otto.

She's comingcloser to Otto.

He flips a fewmore controls.

Two of the 'podszero in on Peter's head.One extrudes foam onto it. Theother produces a clipper-head.

With a few rapidstrokes they shave Peterbald.

Now all the cruelapparatuses are in place.An urchin of steel spines,miniature 'pods, wriggletoward Peter's bare skull.

She's close enough,now. She raises thewrench, high and brings it down--

ZWIPP. A 'podlashes around the wrenchand jerks it from her hand. Another'pod knocks her back againstthe wall.

Ock turns onher, and the 'pods lash outand hover, just above her, readyto cut her to ribbons.

She climbs unsteadilyto her feet. Lookinghim in the eye.

She crosses tohim. The arms strike, andcome within inches of her face.She flinches but doesn't giveway. Then takes another steptoward him. Reaches up. Liftsthe glasses. Peers into his wild,dying eyes.

The arms WHIRRand twitch, impatient ashounds at the end of their leash.

Otto points atPeter with a meat hand.

Otto's at thelimit of his control. Allhis systems breaking down. The WHIRRof the arms ratchets upto a WHINE.

Distant soundof SIRENS from outside.

Slowly, the 'podssnake up toward the raftersof old building. Lasharound them. Pull tight.

With a crash,he pulls the ceiling in.The walls begin to collapse in onthemselves.

A pillar tipsover onto Otto, then smashesthrough the floor, dragging Ottowith it. Into the water below.

With a WHOOSHOtto is thrust down deepinto the water.

Otto plunges,'pods billowing up behindhim. A streamer.

Peter revives.Looks around. Stuff fallingeverywhere. He kicks and thrasheshis way out of the surgicalunit. Spider sense TINGLES.

He sees, in slowmotion:

The central roofbeam give way, with amighty GROAN.

MJ, leg pinnedunder a fallen slab of concrete.

The inevitabletrajectory that links them.

He leaps acrossand lands under the beamjust at it hits, muscles takingon a massive burden of woodand inertia. He sags-- sags--sags--stops. He squats underit like Atlas underneath theheavens. His face is fiveinches from MJ's.

Peter gives awaya little more. Faces fourinches apart.

The weight seems to increaseexponentially. Three inches.

Peter sags again. Now theirfaces are less than an inch apart.

CREAKING. MOANING.

Dawn. The grand old buildingcarefully goes about the business of sinking into theriver.

Otto thrashes in the Rig asthe 'pods struggle towardthe surface. For a moment he lookslike his namesake.

Peter is drenched in sweat.He's shaking. MJ is tryingto free herself.

But he runs out of breath beforehe can finish the sentence.

She had better hurry. He isabout to break. Their facesare nearly close enough for a kiss.

Now Peter canonly nod. No breath to spare.MJ's face brightens--she'sfreed her foot.

She crawls outfrom under the slab, thenunder Peter's arms as he drops thebeam. As it slams throughthe floor, he snatches herup, then fires a web througha place where the walls have collapsed.He yanks them upand out just as:

The entire structureupends and then slideswith a certain urgency intothe East River.

Otto turns hisface away-- And ten thousandtons of ancient lumbercomes tumbling down on top of him.

Harry Osbornlies in the middle of thefloor of a great, empty ballroomfloor. A small dark islandin a sea of parquet.

He wakes up likeSal Mineo in Rebel Withouta Cause, alone, lost, abandoned.

Stands up. Looksaround. Echoes and ghosts.

He wanders theempty rooms and halls. Drapedfurniture. Carpets rolled.

Climbs the stairs.Stops at the door tohis father's office. Hesitates. Goesin. There's nothing thereexcept--

Something inthe corner. A small pieceof colored paper. He goes overand picks it up. It's a little,store-bought Halloween card.More ghosts. HAVE A BOO-TIFULHALLOWEEN.

Opens it up.“To Dad, Love Harry." He letsit drop.

Harry looks aroundsharply. No one there.

He looks intothe mirror over the mantlepiece.Norman is there.

Harry's leaninghis forehead against themirror. It reflects only him.

As he says thishe POUNDS the mirror withhis fist. It shatters andfalls. Droplets of glass raindown. And there on the other sideof the universe is a neatlittle room. A laboratory ofsome kind. A command center.A haunt.

Harry steps intothat other world. Hangingfrom a hook is a grinning greenmask. He reaches towardit.

MJ lies on thecouch. Her leg in a reallybig cast. Reading the Daily Bugle.

She reaches fora squeeze bottle that isjust out of reach.

He's there. Inhis coat. Backpack on hisback. Leaving.

She falls backagainst the sofa.

He nods towardthe Bugle.

Peter nods.

He goes out.She picks up the paper. Herface crumples. She puts the paperdown. Sees his CAMERA sittingthere.

Lumbering, inpain, she pulls herself toher feet. Grabs her crutch. Hobblesover to pick up the camera.Then as quickly as she can tothe window. Throws it open.Snow blows in. She sticks her headout.

He's on the streetbelow. He turns andlooks up. She lumbers out ontoher balcony. We can seethe divots that Doc Ock tore outof the face of the building.

MJ forms a quickresolve. Then throws herselfover the side.

He darts underthe balcony and catchesher, awkwardly, but sure.

She hits him,hard.

He looks at her.Then around. Then he carriesher over to the building and,lightly, with just the tipsof his feet, walks right up it.Hops the balcony and ducksinside with her.

He sets her backdown on the couch. Putsdown his knapsack. Then SIRENS.A lot of SIRENS. Peter goesto the window and looks out. Facegrim. Well, you asked forit.

He starts topeel off his shirt.

The sky glowsorange; flashing sirens.Spider-Man takes off into the night.MJ leans out of the balconyas he sails away to be who heis.

Spider-Man swingsaround a corner and straightthrough the heart of a burningbuilding.

He comes swingingout the other side, clutchinga DISTINGUISHEDGENTLEMAN and a YOUNG WOMANDRESSED AS A MAID.

He touches themdown gently. ERT techsrush over.

Spider-Man sailsback up into the roaringfire, toward a PAIR OF CHILDREN,snatching them from the flames.Doing what he was meant todo.