"SPIDER-MAN 2" (2004)

OVER CENTRAL PARK

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

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

FIFTH AVENUE

is a torrent of taxis and humans and steam from the manholes. He skims along it like a dragonfly, heading downtown.

AT 36TH STREET

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

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

He pinballs down Fifth Avenue and then out

OVER UNION SQUARE

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

J. JONAH JAMESON'S BIG UGLY MUG So steamed the very air around his head shimmers.

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

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

Peter reaches into his knapsack and takes out a manila folder. Slides out a fantastic shot of Spider-Man saving a nun from an oncoming meat truck. JJJ eyes it hungrily.

He reaches for it. Peter snatches it back.

Peter lets go of the photo, then sits a moment. Knowing he has just made big mistake.

Peter snaps out of it, looks at his watch: oh, shit. He leaps to his feet, grabs his knapsack, and runs out.

Peter rides up on an elderly Kawasaki: RUMBLING, COUGHING, SPUTTERING. Not a well machine. On the back, a hotbox with the Mineo's logo. Peter leaps off and runs into the pizzeria. A PAGER beeps.

Peter hurtles into the shop, out of breath, frantic. Yanks the pager from his pocket.

MR. AZIZ hangs up the phone. The BEEPING stops. Life has disappointed Mr. Aziz; Peter's only a side-manifestation.

He starts thrusting pizzas at Peter, stacking them in Peter's arms until we can't see his face anymore.

Peter checks the big Mineo's clock. It's 5:44.

Peter runs to his bike, dumps the pizzas into the hotbox. Climbs on, kicks it. Nothing. Kicks it again. Nothing.

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

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

Peter pops up onto the sidewalk. Mistake. An old lady in a wheelchair comes out of nowhere. Peter hits the brakes. Swerves. The bike stalls. He kicks wildly at the starter: dead. And it's 5:48.

Peter leaps off the bike. With a mighty heave he wrenches the hotbox right off the back of the motorcycle, snapping bolts, twisting metal. Then he ducks into an alley.

Spider-Man swings toward the Woolworth Building. One-handed, since the hotbox is tucked under his left arm. At the end of each arc he freefalls until he shoots the next strand of web. Below, two boys chase each other and a basketball into the street. A car is coming right at them.

Spider-Man's spider sense tingles. He looks down; sees the trajectories of car, ball and boys, pure vectors of physics plotted against the air: collision.

Spider-Man heaves the hotbox away. It arcs heavenward. With his hand now free, he shoots a strand of web.

A lasso of web encircles the boys and yanks the boys toward the opposite side of the street.

Sets them on their feet. The car squeals past, horn BLARING.

The boys, dazed. The basketball shoots in, a web-slung chest pass. One of them catches it. They look up at the sky.

Spider-Man catches up to the hotbox as it hurtles earthward, past him. Snags it with a web and drags it back up. The Woolworth Building looms. Spider-Man snags its pinnacle and arcs around it, circling in.

Peter rushes in with the stack of pizzas. Out of breath, kind of wild looking. A big, silly grin on his face.

He sets the pizzas on the desk. The receptionist stares at him, then at the pizzas: disgust. Peter looks--there's a gob of webbing on the top box. Sheepish he scrapes it off.

Peter struts in, grinning.

Mr. Aziz whirls on him.

Mr. Aziz shakes his head. Peter gives up.

Peter's tired old Kawasaki pulls up in front of the building, backfiring. He climbs off it.

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

Peter jumps back, then lashes out and grabs hold of his attacker. Ducks, twists, flips a very large man over his shoulder. The guy SLAMS against the lobby floor. It's a beefy SECURITY GOON. Peter has flattened the guy.

Peter takes out his key. But instead of a keyhole there's a card-reader. He's puzzled. The door flies open.

He takes a slender hybrid PDA/remote from his pocket. Taps some buttons.

Titanium bars slide across the windows. Steel shutters come down. Laser trip-beams spin a glowing web across the living room. Another beam lances from the ceiling and performs a retinal scan of Peter. He flinches.

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

Harry taps, and all the barriers retract; the beams die. He gets right in Peter's face. Trying to be funny but with weird intensity.

.PETER'S FACE The impossibility of the situation; the pain.

Harry stares at him, searching his face. Something there that he doesn't quite believe. Peter struggles to meet Harry's searching gaze. Falters. Fails.

Takes two tickets from his pocket, tosses them on the table.

THE TICKETS

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

Peter is perfectly serious. Harry can't help smiling.

The rage flares up again in Harry.

They start to go out. Harry stops by the door, points to the answering machine.

Peter goes to the machine, presses play.

As they walk out of the apartment.

Bars descend, indicators flare, as they shut the door.

Packed house of researchers, reporters, interested members of the public. PROF. CZERNOWITZ is introducing Otto Octavius.

APPLAUSE as Otto strides out. Younger than you might expect. Wearing a long black Gaultier jacket. Smiling like a man with a surprise in store for us. He and Czernowitz meet. A stiffness between them. Czernowitz looks intimidated.

They shake hands awkwardly. Then Otto strides to the podium. Grins, self mocking. Behind him on a table, a violin and bow. Piano to one side.

Laughter. The lights dim; spot on Otto. Behind him a large flatpanel monitor descends. As he talks, the display will mirror, expand on and illustrate his words.

Peter is rapt; Harry is playing Tetris on his Palm Pilot.

Harry notices how spellbound Peter is; leans over.

Peter takes no notice.

Otto steps out from behind the podium.

He walks toward the monitor, which displays an octopus, along with a diagram of its nervous system.

The display fades to a diagram of the Rig, eight legs networked to each other through and to the center. The center is empty; then a diagrammatic human operator appears.

Otto takes a step forward, smiling a little coyly. Then from somewhere behind him a pair of glinting pseudopods snake out. The black stealth-bomber glint of superhard ceramic. A gasp from the audience.

Harry sits up. Puts away the Palm Pilot.

The 'pods hover over Otto's shoulders a moment, undulant.

One 'pod reaches to tap him on the shoulder.

The arms help him out of the jacket, and as it comes off, another pair of pseudopods is revealed. The audience goes a little nuts.

One 'pod takes up the violin; another, the bow. The next pair snake out toward the piano; Otto strikes up a Grieg sonata. With his own two hands, he takes out a fat cigar and lights it; puffs contentedly.

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

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

Now the 'pods assume a configuration like a daddy long-legs, "toes" splayed against the dais, arching high into the air. Among them hangs, perfectly at ease, Otto. One at a time, in turn, he raises and lowers each foot.

He begins to stride back and forth across the stage on his four dancing pseudopods.

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

LEFT UPPER PSEUDOPOD takes a piece of paper from Otto's pocket. RIGHT UPPER produces a pen and scrawls something across the paper. Then the 'pod with the paper slaps it across Otto's back. He turns around, as if confused, walking on the lower pseudopods. The sign says GEEK!

Laughter from the audience. They're eating this up. Otto, back to the audience, whirls his head around.

The pseudopods rip away his shirt, revealing THE RIG nestled right up against his spine, overlapping his own flesh.

AUDIENCE Shock, even revulsion at the sight of the implants. Then a surge of APPLAUSE.

PETER Gapes, bowled over.

Otto lurches in on the pseudopods to a ROAR of applause from the hall.

The 'pods telescope in and Otto falls to the floor. But one of the 'pods remains slightly extended.

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

The TEAM LEADER twists the Rig's LATCH. This is a dial with a glass tube at its heart, like a spirit level, with a single glowing bubble of air. He aligns the bubble with a mark and-- WHAM-the 'pod LASHES out and knocks the Team Leader aside.

People are still applauding. But Peter's spider-sense TINGLES. He gets up.

The Rig is out of control. Otto hangs from it like a doll. The pseudopods whip and buzzsaw. Smash lightbulbs. Scatter humans.

Spider-Man leaps into the middle of the cyclone. He tries to reach Otto. The 'pods feint and block.

He fires web snares at the pods; pins them to the wall. They break free, lash out. Knock Spider-Man down.

Spidey leaps up, fires a strand in either direction, snags the upper two 'pods. Yanks them toward himself. Ties them in a knot. They GRIND in protest. Keeping a grip on the knot he--

Spins a thick cocoon around each of the lower ones, padding each out until it's a gently flailing balloon. The Rig struggles for a moment, then powers down. Otto falls to the floor, the 'pods knotted across him.

Spider-Man kneels beside Otto. Making sure he's okay.

The Team Members hurry over with the coupler. Spider-Man gets out of the way. The team gets Otto into i and the Team Leader twists the Latch.

SPLORCH. The rig pops open. Otto falls out.

We see that Otto's bare, muscular back is enhanced by four neural sockets. They roll him over.

Otto opens his eyes. The irises of his eyes seem to be leaking into the whites: pinwheels. Strange flowers. Octopi.

Everyone looks around at Spider-Man. Spider-Man's not there. Otto sits up. They try to help him.

He stands up, shaky. Brushes off their helping hands.

They stare at him. Is he serious? He looks around. Sees the broken light bulb. The slashed curtain. The shattered chair. He sits down.

They bring him a glass of water and a clean shirt. He accepts their ministrations.

Harry introduces Peter to Otto; they're shaking hands. Otto looks a bit frazzled but basically fine.

At this mention of Norman, a shadow clouds Harry's face.

Peter looks at his watch: it's 7:45.

He shakes hands with Otto, then starts away.

The Marquee reads: BRIDE! Over it, enormous cutouts of Dr. Frankenstein and the Bride. The name Deirdre DUNN plastered everywhere.

A tour bus pulls up in front of the theater. The nameplate reads: MT. NEBO CENTER FOR ASSISTED LIVING. A BUNCH OF OLD LADIES file out.

We're with two of the ladies, SOPHIE and ROSE. As they enter the lobby, they are each handed a program.

Rose notices a leaf of paper poking from the program. Tugs it out.

THE PIECE OF PAPER

DURING TONIGHT'S PERFORMANCE, THE ROLE OF ELIZABETH FRANKENSTEIN WILL BE PLAYED BY MARY JANE WATSON.

Frenetic stagehands make last minute changes. Actors loiter in the wings. We travel down the wings, past actors and crew who crowd the stairs, down to the dressing rooms.

MJ WATSON sits at the mirror, making little adjustments to her makeup.

She's in costume as Elizabeth Frankenstein and holding a blond wig in her hands. RENARD, the actor playing HENRY FRANKENSTEIN, lounges beside her, calm where she's worried. He's very good-looking.

Clearly troubled rather than nervous. The door to the dressing room opens. MJ turns expectantly. ANOTHER ACTOR'S there, costumed as an Angry Villager.

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

Flirting hard. He brushes a flake of mascara from her cheek.

The STAGE MANAGER comes in.

Peter tears into the lobby. Runs up to the theater door. A burly USHER stops him.

Points to a sign which confirms this.

MJ'S CAST HEADSHOT

Nice picture. A little sultry.

It's on a wall by the front doors. Peter's gazing at the picture. Just kind of amazed by how pretty she looks.

Spider-sense TINGLES.

SIREN in the distance. Faint SQUEAL of tires.

MJ as Elizabeth with Renard as Henry F. Henry is singing his big number, "I Created A Man." MJ emotes back at him. Her gaze strays toward the house.

Right in the front row, a glaringly empty seat.

Back on MJ. She sings.

OUR TWO OLD LADIES Way at the at the back of the house.

SIREN is louder. Peter ducks out into the street. Something is happening and he needs to stop it. It's coming from over on Broadway.

A CAR flashes through the intersection of 45th and Ninth. Driving way too fast. In traffic. Skids. Smashes into a car. Then another. Then keeps on going downtown. Two seconds later, one two three police cruisers.

Peter looks back at the theater. Then at his watch. Then back to the avenue.

"CAR CHASE" SCENE (CC) The car roars down the avenue, weaving in and out. The cruisers in pursuit.

It's a rag-top; THREE GUYS. Two in the back with machine guns. Oh, like Spider-Man didn't see that coming! Spider Man flies elegantly through their fire. Snags the two shooters. Pins them to light posts and hangs them out for the police.

Now Spider-Man turns to the DRIVER. Lands on the car. Is thrown off. Shot at. Keeps coming back.

In the end he crawls under the car, comes over top, webs up the Driver's gun. Manages to get them both out just before the car slams into a big construction site dumpster and EXPLODES.

TWO POLICEMEN come running over. Spider-Man lowers the poor bastard down to them on a line, headfirst. They grab him and cuff him. One leads him away. The other looks up at Spider Man.

He fires a web and swings back uptown.

Spider-Man, swings back toward the theater. Spider sense TINGLES. His head snaps left.

Atop a building nearby, the flash of a sniper's rifle. The next instant a shot rings out. A bullet snips the dragline neatly in two. It goes slack and Spider-Man falls out of the sky. Spider-Man plummets to the ground.

A MOTHER is pushing TWINS in a stroller. Right under him. Moving like a diver he twists around. Fires a web that snags a small billboard across the street. He stops falling.

The webbing peels the entire top sheet off the billboard, in a single piece. Peter falls the last four feet or so. Manages to arrest his fall, slamming his shoulder into the pavement. Nearly hits the TWINS.

Peter stumbles to his feet. Two big BRUISERS rush him. One carries a pair of heavy-duty handcuffs. They're on him.

They're big, but Peter handles them easily with a little fake kung fu. Then he looks up.

Scans the skies over Ninth Avenue. All quiet. There's nothing there now.

Spider-Man looks down. And sees that a crowd has gathered around him. Most just staring at him like hungry dogs.

But he doesn't step forward. Nobody steps forward. Then a little kid steps forward. Twelve or thirteen.

The kid hands Spider-Man an early copy of tomorrow's Bugle.

THE PHOTO PETER SOLD HIM TODAY(captioned SPIDER MAN ASSAULTS NUN!!!) and THE HEADLINE:

WANTED -- $10,000,000 REWARD.

Bounds right over them and then into the night.

Peter comes tearing back in. The lobby's ominously empty. The same usher stands there. Ready for Peter.

In reply the usher just crosses his arms.

MJ is having a deep scene with the Monster and the Bride, just before the tragic conclusion.

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

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

Then she's there.

She sees him, is pierced through by the sight 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 going to even speak to him. On second thought-- She turns back to him.

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

She doesn't want to hear it. Starts away again.

She looks at him. Is she softening? Peter will never know. Renard comes out of the theater. Checks out Peter.

Gives her a big hug. When he lets go, MJ is staring right at Pete. Her look says, See? You could lose me. Renard gives Peter the fisheye and then walks off.

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

Peter takes a step toward her. Looks into her eyes. Six inches of air separates him from having her. His PAGER goes off. He's embarrassed, fumbles with it.

MJ watches him go. Typical.

Peter's on the phone, worried.

Aunt May's in her bathrobe, sitting at the kitchen table. Not so quietly losing it.

Peter is distressed.

He hangs up, and runs back down to the alley where he left MJ. But she's gone.

Peter races out to Queens on his lousy motorcycle.

Peter comes running into the house at top speed, tears into the kitchen.

Aunt May's just sitting there, not crying. Scarily still, holding a cup of tea, in a pool of light. Nice plate of cookies beside her.

PETER: Okay.

Peter cocks an ear, his hearing spider-sharp.

Peter steps into the bedroom and closes the door behind him. His eyes dart to a porcelain shepherdess holding up a forty watt bulb and a gilt-edged shade.

There on the shepherdess's bonnet perches a big fat juicy fly. If we could detect such things, we would sense that the fly feels a sudden alarm.

Aunt May hears the THWING of Spidey's webbing and then a

SPLAT. Peter emerges from the bedroom, looking satisfied.

A beat.

Peter looks startled. Guilty.

Peter nods. Sits down. Weight of the world.

She slides the plate of cookies over to him. He takes one. Chews it. Sighs.

MAY What?

She's just looking at him. Dry-eyed. A little confused, maybe.

She sits a moment longer. Then she stands up and takes the plate of cookies away from him.

Turns and dumps all the lovely cookies into the trash. Quiet fury.

She swings the china plate above her head, then brings it down against the counter. It shatters.

She crouches stiffly and begins to pick up the pieces. Peter goes to help her but she pushes him away. As she tosses shards into the trash, she cuts herself.

Pokes her finger into her mouth. Peter tries to put his hand on her shoulder.

He backs away. She takes the Dustbuster from the broom closet and begins noisily to bust dust. Steely eyed.

She ignores him, vacuuming. He turns and walks out.

Peter roars back to the city. As he slows in some traffic, the bike begins to backfire and throw sparks. Then it actually bursts into flame. Fellow motorists honk at him. One leans out of a passing car.

Peter scrambles over onto the shoulder. Leaps off the burning bike. Contemplates the flames then starts to stamp them out. This quickly devolves into a vicious kicking.

Fellow motorists slow their cars to watch as Peter's spider strength renders the bike a heap of junk in seconds.

Peter stands over the corpse of the bike, heart POUNDING. Then turns and starts to limp home along the median.

Harry is lying on the couch, watching a tape of Barbara Walters interviewing the his father. With the aid of a shaker of martinis. And a little amber prescription bottle.

THUMPING from outside, muffled through the blast shutter over the door.

Harry picks up the remote and punches in the code. The barrier goes up. Peter drags his sorry ass in the door. He's a wreck.

Onscreen, Norman Osborn sheds a single shining tear. Harry is crying, too.

PETER'S FACE Oh, brother. Here we go.

He takes a deep breath, then sits down beside Harry.

They sit and watch the tape of Norman Osborn. Now Norman is his old in-control self again, telling Barbara Walters a story. Barbara is laughing.

Peter looks at him. Harry just keeps staring at the screen.

Onscreen, Norman Osborn is laughing, now, too. A strangely familiar laugh. His goblin grin is reflected for a moment on his son's face, mad glint of the TV in his eye.

The tape goes blank. Harry's eyes fill with static. Peter gets up.

Harry sloshes upright. Grinning a twisted grin.

He starts to walk out.

Harry sits up, drunk and stoned but still Harry.

He climbs up to his bedroom door. Tries to open it. Pushes some buttons. Nothing happens.

Otto lies in a steaming bathtub, recuperating from his show. Nice tub, good cigar. TV flickering in the wall.

On the news: His performance. Video coverage of the lecture, of Otto strutting around the stage.

At the words "Spider-Man" Otto sits up in the tub. He leaps out, dripping, and pads over to the television wall.

Otto hits the record button on his DVD-R. We see several shelves of DVD archives arranged above the recorder.

On TV, the incident is reported. Jameson is there, ranting. We see the headline about the reward. Then there's a shot of Spider-Man scaling a wall.

Otto zooms in on it, watching with a scientist's eye. The girl talking head comes back on.

Otto pops out the disk, fits it into its box, scrawls a label. Files it on the shelf. We see that it is labelled: SPIDER-MAN 5/24/04. All of the other disks are labelled the same way. They go back for a year.

Otto's attention is drawn to the screen again. MJ is being interviewed, in makeup, backstage.

Otto's gaze remains scientific, but somehow softened. Towels off his hair, watching MJ's lovely face.

We pull back and reveal as we do so his four backjacks, each capped with a rubber seal, glistening.

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

The newspaper sits atop a pile. THWIP! A fine mesh of webbing spreads across the edge of the paper. The NEWSVENDOR watches openmouthed as the paper is tugged gently skyward. A dollar bill comes dangling down on a thin silky thread.

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

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

A jet of webbing catches his left arm and pins it to the wall. Another catches his right arm, then THWIP-THWIP each of his legs at the ankle. He's pinned and struggling. He drops the bag.

Spider-Man picks up the bag. Opens it and peers inside.

Out of nowhere looms a huge OBJECT, heading for his skull. A wet impact.

It's a WATERMELON, wielded by a pair of YOUNG MEN. A neat stack of watermelons behind them.

Spider-Man wobbles. Sags.

The GROCER comes running over. A bloody patch on his upper arm. Picks up the bag of money. Screams at the young men.

He jabs the grubby pile of bills toward Spider-Man. A SIREN. Spider-Man closes the Grocer's hand around the money.

As the police run up, Spider-Man takes to the sky.

Dusk outside Bingo Hall. A black Volvo pulls up. Five HOODS pile out and go running in.

Two hundred frightened but outraged old Filipina ladies relinquish their bingo money to the pillowcases of the hoods. A thick strand of webbing lances in and SMACKS the gun of the Lead Hood. Snatches it from his hand. Then swings it into his temple, knocking him cold.

SPIDER-MAN Stands in the doorway, wielding the web like a lariat.

The gun flies through the air, conking the Second Hood on the head, then the Third, Fourth and Fifth. They all go down in under three seconds.

The old ladies turn to Spider-Man. Hard to read their expressions. He waves his fingers.

They start toward him, and then they're on him, bludgeoning him with their handbags.

He stumbles free of them and then leaps to safety.

JJJ's working late. Studying two alternate front pages. One says: NOWHERE TO RUN TO, BABY. The other says: NOWHERE TO HIDE.

CRASH!!!!! A blizzard of broken glass. JJJ ducks under his desk as the avalanche comes down.

Spider-Man drops down through the skylight over JJJ's desk.

JJJ comes out from under the desk. Sees Spider-Man standing there.

JJJ picks up his phone. Punches a button.

He slaps a gob of webbing across JJJ's mouth, then, in a few seconds, encases him entirely. A slick pupa. Takes the straw from JJJ's Big Gulp. Picks up the cocoon. Jams in the straw about where JJJ's mouth should be. Garbled CURSING.

Spider-Man sticks the cocoon under his arm and leaps to the ceiling. Clambers across the newsroom, over the astonished staff. Out a window, upside down.

Spider-man rips the cocoon away. JJJ starts to rant but looks over the cornice and sees the street far below. Cringes and pulls back. Afraid.

JJJ creeps carefully away from the edge.

His courage returning. He starts to close in on Spider-Man.

JJJ has Spider-Man on the defensive--backing away.

JJJ goes in for the kill.

A door SLAMS. A DOZEN SECURITY GUYS pour out onto the roof. Spider-Man looks at them, then back at JJJ. Seems about to speak. Then leaps over the side of the building, and is gone. The security men run to the ledge.

Peter has his stuff packed up; he's carrying out three suitcases and big laundry sack. Harry comes out into the hall to watch him go.

Peter starts to say something, then just nods.

As he goes out the door, the laundry bag tumbles from the pile of suitcases. Peter stoops to pick it up.

Peter shrugs.

3 AM. Deserted. Peter sits in a plastic chair, reading a thick tome entitled Biomolecular Chemistry.

A pile of similar tomes beside him. Makes a note in a notebook.

A YOUNG MAN enters, carrying a laundry sack. Sees Peter sitting there. Peter doesn't look up. The man goes over to a machine.

Spider sense TINGLES. Peter looks up as in slow motion the man walks, KEYRING JINGLING, CHANGE in his pocket, earphones THROBBING in his ears.

Slowly the fingers reach for the lid of the machine.

The man gapes at him.

The man decides that Peter is mad. He begins to stuff his clothes back into the sack.

He shoulders the bag and hurries out.

Peter waits a moment, then runs over to the machine.

The OUT OF BALANCE light is blinking. Peter lifts the lid. Pulls out the red and blue suit, soaking wet.

Harry sits facing Dr. Chomsky, a petite Korean-American woman.

Harry thinks. He closes his eyes.

HARRY'S NIGHTMARE He's shaking hands with his father. They're both smiling. Then with a horrible wet sound Harry splits open, right down the center, and Norman Osborn steps out of the husk. The real Norman starts to laugh his GOBLIN laugh.

BACK ON HARRY He opens his eyes. Real pain in them.

The doctor stares at him. Sighs. Reaches for the prescription pad.

Otto sits in the fifth row, center. Watching.

MJ sings her big number, "The Mind of the Man I Love."

Otto's entranced.

MJ stalks offstage to lackluster APPLAUSE. Dissatisfied. Renard follows right behind.

MJ runs into the dressing room, flings herself onto a battered sofa. There's a Bugle lying there; she tosses it toward Renard.

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

THE CARD It reads: I THINK YOU ARE BRILLIANT.

MJ is walking out, carrying the flowers. Otto approaches, but keeps a certain distance. He doesn't want to frighten her. He's dressed with a sharpness that is only slightly funereal.

She turns, startled but somehow having expected it, too.

He turns and walks away. Shaking his head. Not so much embarrassed as disturbed by the failure of his experiment.

Slowly Otto turns back.

She likes this. The bubble of weirdness between them pops. We can almost hear it. MJ salutes him with the roses.

MJ and the roses go very well together. Otto stares. Inner turmoil visible. A long beat goes by. She turns to leave.

MJ hesitates. Not because she doesn't want to; because she does. This is a big yes for her.

He wiggles his long elegant fingers. Faintly but disturbingly tentacular.

A lovely server settles an enormous platter of doro wat and other fine and strange foods before them. Otto is delighted to see it. MJ less sure.

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

They are sitting closer to each other. She's finishing a story. It's supposed to be funny but he just nods, serious.

The darkened laboratory. Machines softly interrogate one another. KEY in the door. Slash of light.

All the lights go on as Otto ushers MJ in. She notices the rig right away. It hangs in its dock, a malign orchid.

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

She gets that he has feelings for his machine.

THE RIG One of its heads. The one with a somehow crafty expression in its staring black sensor.

POV - THE RIG As Otto "comes out" to MJ.

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

He goes over to it. Takes hold of one of its hands. A touch of the bridegroom.

She laughs.

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

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

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

MJ is freaked, and fascinated.

Daring her, a little bit.

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

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

A DOORBELL PANEL

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

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

MJ and Otto approach the building. Peter's face as he registers the voices: alarmed.

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

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

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

She takes his hand, then plants a kiss on his cheek. PETER Watching the kiss. It's breaking his heart.

MJ Turns and lets herself into the building.

She presses herself against the door. Stunned at her own brazen behavior.

As Otto turns and starts back across town. A skip in his step. A cybergoth Gene Kelly. Feels like dancing with a lamppost.

As Otto walks through its beam we notice a dark shape crouching on the stanchion. Watching.

The domed building where it all began for Peter. A shadow from the shadows leaps onto the domes. It's Peter.

The great central hall. It's deserted and dim. He walks around. Hears echoes of that afternoon a year ago.

The spider cages are empty.

He looks down at his hand where the spider bit him, rubs it. Thoughtful, then his face breaks. He sits down, buries his face in his hands. Chokes up.

A WHIRR; he looks up, TINGLING.

Peter creeps down the hall just outside. We HEAR the unmistakable WHIRR of the rig.

SERIES OF SHOTS - COUPLING THE RIG

1) Otto lowers the Rig into position.

2) The Rig watches, expressionless.

3) Otto steps into the Rig. Engages the coupler. A WHINE of hydraulics.

Otto reaches back to twist the Latch. Can't quite see what his fingers are doing.

His fingers can't reach. Can't reach. He strains, grunting. Gives up. Starts to press the decoupler. Then--

--a 'pod reaches in for the Latch and TWISTS IT.

Otto flinches, then lets go as blessed relief floods his features. Sinking in. The irises of his eyes spiral out. One of the 'pods reaches toward his face and, tenderly, strokes it with steely finger.

Peter, watching, GASPS.

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

Peter steps out of the shadows.

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

Otto hits a few more keys.

Otto shrugs.

Staring at Peter. Understanding without knowing.

POV - THE RIG It watches Peter and Otto, pulsing softly.

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

The pattern is scanned and designated COUNTERFACTUAL.

AN INDICATOR begins to blink on one of the pods.

AT OTTO'S WORKSTATION The ROUTER begins to blink in kind.

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

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

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

Peter starts to play the question off.

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

He reaches into a tray behind him. Holds up a tiny ziplock bag with a speck inside. Peter leans in to look. A tiny bit of circuitry--a spider-mite of silicon.

He tosses the chip back onto the tray.

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

AN AIRVENT IN CEILING Conveniently located just over the tray.

Peter looks back, caught by surprise.

The Rig is back in the coupler. Otto is at his workstation, asleep in his chair. All quiet.

THE AIRVENT A tiny thread drops from it. Weighted with little suction cup of webbing.

The little fishing line drops into the tray. Bounces. Misses the baggie. Bounces again. Snags it.

THWIP! The baggie shoots up into the air and through the slats of the vent.

Peter walks in, trying to appear nonchalant.

Peter drops a box filled with lab supplies onto his tiny desk. Sweeps everything off the top of it.

A tiny house in Brighton Beach. DITKOVICH is playing cards, for money, with his Ukrainian cronies. HUGE CLATTER. They all look up at the ceiling. Then at Ditkovich.

They go back to their game. SOMETHING BREAKS. Ditkovich lays down his cards with a sigh.

Ditkovich calls up as we climb the stairs and start down the upstairs hall.

Peter is wiping down the glass surface of the desk with Clorox. We see: gauze pads, adhesive tape, alcohol, pipette. A hot plate with a saucepan of boiling water. A box of Morton's kosher salt. A bottle of vodka.

He decants some of the steaming saline into a tube.

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

Holds up the BIG NEEDLE. Jeez. Pokes it down into the tube, and draws in the fluid. The chip is sucked in along with it. He stares into the whirling fluid in the syringe.

SERIES OF SHOTS - THE SYRINGE In its swirl:

1) Spider-Man careens like a maniac through Greater Manhattan airspace.

2) Peter Parker sits despondent in Otto's laboratory, head in his hands.

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

Peter turns. Uncle Ben is sitting on the bed behind him.

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

And drawing a deep breath he jerks up his shirt, baring his hip.

Pops the needle under the skin. Squeezes. It hurts. A lot. His eyes roll back in his head.

CLINK of coins. A muffled THUD from above. Play stops. Ditkovich starts to say something. Changes his mind.

Peter wakes up on the floor. Sits up. Hand to his hip; a tiny dimple under the skin.

He checks himself out in the mirror. Strong. Fit. No visible difference. He frowns, then leaps up into the air. Completes a half-flip, and sticks feet first against the ceiling. Damn. He dresses with care, buttoning his neat civilian clothes.

Then he goes to the closet. Crouches down, opens a panel in the closet wall. Takes out a little rolling suitcase with a picture of Wolverine. Unzips it:

The red and blue suit, neatly folded.

Still dark. Peter carries the suitcase down a deserted street and then out into a swampy waste. In the distance, HOMELESS MEN around a burning steel drum. Here, a steel drum standing alone.

The suitcase CLANGS against the inside of the drum. Peter takes out a can of lighter fluid.

Douses the thing liberally, then strikes a match. HUGE, STUPIDLY HUGE FIREBALL.

Peter leaps to one side. Kicks over the drum. Flame scatters everywhere. He jumps around trying to stamp them out. Faraway LAUGHTER from the men.

Peter picks up still-intact suitcase.

He shakes the costume out of the smoldering case.

Picks it up off the ground, stares at it. The dead eyes of the mask stare back.

He stuffs the thing into the steel drum and walks away. Does not look especially unburdened.

A HOMELESS MAN watches Peter walk away from the drum. He tacks a little unsteadily across the lot toward the drum.

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

The woman was trying to ignore him. She blushes.

Peter's spider sense TINGLES as he watches.

Peter, sweating. His fingers flex. His lips narrow. His eyes meet the second man's.

The train pulls screeching into the station. The doors open and the girl slips out. The men stand up as if to follow her, then sit back down. They laugh.

One of them flips Peter off. Peter looks away.

The homeless man stands across the desk from JJJ. Carrying the charred husk of the suitcase.

The homeless man unzips the bags and yanks out the costume. It's blackened and crumpled but still gorgeous. Real.

He takes the costume and shakes it out by the shoulders. Turns it this way and that. Then he grins.

A dark thought occurs.

JJJ is forgetting his visitor.

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

Peter comes up out of the subway, carrying a knapsack. Part of a stream of other students.

Walks past an alley, sees THREE MEN standing together. None of them savory looking. Two are clearly threatening the third. They rifle the pockets of his jacket. They snatch a little parcel. Slap him.

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

Late editorial meeting. The costume hangs conspicuously from the door. STAFFERS keep sneaking glances at it as JJJ harangues them.

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

They all get up and file out. Some groans. ROBBIE ROBERSTON turns as he's leaving, pausing by the costume. Sniffs.

He goes out. Shuts the door.

Jonah goes over to the suit. Regards it. Leans forward. Sniffs it. A weird idea comes into his brain. He starts to unbutton his shirt.

We're watching him, maybe through the window. He pulls the mask down over his head, completing the costume. Naturally it's not a perfect fit.

He poses stiffly, movements awkward. Then he catches sight of himself in a mirror. Strikes a pose. Another.

A parody of Spidey's characteristic moves. Finally he does the upside-down hook'em horns webshooting thing. We leave him having a shameless amount of fun.

The next morning Peter wakes up in bed. Sits up, blinking, pressing at his hip.

He picks up Biomolecular Chemistry. Holds it close, far, close. Readable but a little blurry. He smiles.

Gets out of bed. Maybe he's shrunken a bit.

He goes over to a wallpapered wall and lays his palm against it. It slides a quarter inch; he smiles. It sticks. He frowns. He creeps up the wall and onto the ceiling. Hangs there. Drops onto the floor. Not yet.

He FIRES a strand of web. It shoots clear and thin. Then weirdly it SPUTTERS. FOAMS UP.

He shakes his hand at the wrist. Shoots again. Another clear strand shoots out and hits his knapsack. Jerks it back to him. But something is changing.

He's delighted.

Peter comes flying down the stairs.

He gives an exuberant little kick at the bottom of the stairs. Loses his footing. Falls on his ass.

Ditkovich looks down at him. Peter's not even embarrassed.

INTERCUT - PETER AND MJ

MJ is doing yoga. In Downward Dog pose when the phone rings.

She doesn't say anything.

She's taken by surprise by this.

She hangs up, leaving Peter looking puzzled.

Otto's singing in the shower. The shower is actually a hazmat-exposure rinse. He towels off. Singing "Tonight" from West Side Story.

In his exuberance, he is being WATCHED by the Rig. After a moment he approaches the Rig. Reaches up to touch it.

A moment of doubt.

He looks around. Peels off his shirt.

MJ's on stage, singing. We do a kind of Citizen Kane rise up into the catwalks high above the stage.

Peter Parker dangles by a thread. Upside down. Listening as MJ's voice rises.

Otto and MJ carrying a couple of dogs apiece toward the counter. It's very crowded. Otto's wearing his long coat.

Otto stumbles. Two 'pods shoot out of the bottom of his coat and arrest his fall.

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

MJ beams for an instant, then cracks up, then looks at him.

He winces, and reaches involuntarily for his side.

Through the plate-glass windows we can see Peter watching them from out on the street.

Otto and MJ stand a foot apart.

Oops.

TWO BIG BAD MEN pass. One bumps into Otto. Kind of hard.

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

Otto seems to rise up, weirdly looming.

The BBM feels a tap on his shoulder. It's a 'pod, natch.

The 'pods snake out around Otto, fatal and alert.

On MJ She looks fully as if the flesh of the guy that she's sort of getting a crush on has suddenly sprouted four steel arms. Otto and the faithful Rig make short work of the two men.

Otto turns back to MJ, hanging in the air. Aglow with the work out. Hurricane eyes. SIRENS in the distance.

Peter is watching from a distance as Otto bursts out into strange bloom.

Starts to run toward them. Then stops. Looks around. Sees:

EXCELSIOR SOUVENIR SHOP

He dashes in and looks around. Finds a Spider-Man replica t shirt.

Grabs it, and a Big Apple ski mask. Runs out of the shop with the SHOPOWNER running after him.

As he runs he pulls on the long-sleeved T-shirt and mask.

The arms retract and Otto comes to her, his clothing in tatters. She backs away. Turns. Tries to run.

A 'pod lazily retrieves her. Whips her around.

She meets his gaze. He looks tenderly at her. SIREN getting louder.

The fingertip of the 'pod strokes her cheek with the same tenderness. Ick.

She tries to duck free of the 'pod. He won't let go.

Otto turns. Sees Peter standing there. Laughs.

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

A leaping pursuit across the rooftops. Elevated tracks in the distance. On the next to last rooftop before the tracks, Otto turns. The fight begins.

It's not a fair fight; Otto his hampered by holding MJ. Otto looks at MJ: reproach in his eyes. Then he sets her gently down. And leaps over to the next building.

Spider-Man goes to MJ. She shakes his arm.

Peter peers at her through the eyeholes of the ski mask.

Spider-Man nods. And goes after Otto. Chases him across the last rooftop before the tracks. Otto hesitates on the ledge. Spider-Man flies at him headfirst. HITS and they both tumble over the side of the building.

"TRAIN SEQUENCE" (TR)

They fall onto the elevated tracks that run alongside the building.

A train is passing at that moment. They smash down onto the top of it and are carried along the rushing tracks. Otto rights himself. Gets to his feet.

Spidey rises and then it's basically a five mile long version of King of the Hill, at high speed. Or maybe the myth of Sisyphus. Otto digs at the head of the car, and Spidey comes after him. And Otto throws him off, and Spidey comes after him.

Every time he falls off the train, something worse happens to Spider-Man than the time before. It's brutal. But he always climbs back on.

At one point Spidey manages to get right onto Otto's back. He gets his hand in at the root of the 'pods and grabs hold of the Latch. Pulls on it. It SNAPS and swings free. Still attached. But useless. And Otto HURLS him off the train. Spidey climbs back on.

After the Latch busts, Otto just keeps getting stronger. But we notice that Spidey seems to be tiring. He's winded. So it makes Otto angry that Spidey keeps on coming. He knocks Spidey off again, and then smashes in the window of the car beneath his feet, reaches in with his 'pods.

He starts yanking people right out and tossing them to the side. Spider-Man snares them all in webs. The last time, his webbing SPUTTERS before it fires.

Finally Otto rips the controls right out of the car. Then he jumps off the train. Spider-Man wants to go after him. But the train is now hurtling out of control. He can't just leave it.

He stays. And it's a good thing, because a big L-bend in the tracks is coming up. And the train is going much too fast to take the turn.

Spider-Man manages to get all the passengers evacuated to the rear half of the train.

Then he gets behind the first three cars (now empty), right in down between, and cuts the lead ones loose. Gives them a mighty push. They race ahead, smash through the guard rail, and PLUNGE over the side of the elevated.

Now Spider-Man has to stop the part with the PASSENGERS. He jumps down in front of the car that's now the lead. Plants his legs against the speeding track itself. Railroad ties SNAP-SNAP-SNAP and the momentum slows. But not enough.

Finally, web SPUTTERING, at the very limit of his strength, Spider-Man strings his own body between buildings with webbing, making himself into the focus of a giant slingshot, with all those tons of train shoving right up against him. And the train slows. And slows. And slows. And stops. The Passengers CHEER.

Utterly spent, his makeshift costume tattered, gaping holes in his mask, Spider-Man hangs over the abyss, clinging to the edge, held in place by the tension of his webbing against the bulk of the train behind him. And then--

AT HIS WRISTS The webbing gives out. For good. The spinnerets FOAM OVER like emptied aerosol cans.

He hangs suspended for a moment. Then falls--

And is caught, by the Passengers. Leaning out of the front windows of the train.

They drag him back in and lay him on the floor. His mask is so torn and stretched that you can see more than half his face.

The passengers look down at him. Then AN OLDER MAN reaches down and tugs the mask back over Spider'man's face. Looks up at the others: Anybody got a problem with my doing that?

Nobody does.

Otto stumbles back into the lab. He's crying. He backs into the coupler and activates it. It advances to a certain point and then stalls. Tries it again; nothing.

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

FLASHBACK - FIGHT As Spider-Man BUSTS the latch while trying to decouple Otto.

PRESENT MOMENT - LAB A glinting black 'pod joins his hand on the Latch. They are together forever now. A look on Otto's face of inexpressible rapture or possibly unbearable pain. He sinks to the ground.

Early the next morning. One of the GRADUATE ASSISTANTS lets lets herself in. Wearing headphones, listening to the Flaming Lips. Nicest time of the day.

Singing along, hangs up coat, turns on lights. Takes a moment or two to sense that something is amiss. Doffs the headphones. Turns to look at: THE EMPTY COUPLER Cables dangling loose.

This pretty much freaks out the Graduate Assistant completely.

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

An ALARM begins to sound.

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

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

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

The pace of the EKG ratchets up a notch.

The doctors look at each other.

The Anesthesiologist prepares to turn up the gas on Otto. One of the 'pods stirs faintly. Unobserved. It's diode pulses. Takes in the situation.

The surgeons take up their instruments.

From the pseudpod, a soft WHIRR as we travel down

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

The molecules are pumped directly into another system: Otto's nervous system. Up the spine, toward the brain.

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

OTTO'S BODY We travel up along his hips and chest, through his neck and up to

HIS EYES They snap open.

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

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

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

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

He goes over to the tray. Of course it's not there.

His VOICE thickens as he shift to the plural, as if another strand had been woven into it.

Otto opens one of the X-doctors' portable lockers. Stacked with their rubberized scrub-jumpsuits. Holds it up. Yes, it will do. The 'pods take it from him.

THE 'PODS Go to work modifying the uniform. A blade. A needle. A heat sealer. Then they hand it back to Otto. He holds it up; now it can fit around the rig.

Otto checks himself out in a mirror over a sink. Pretty styling. He looks closer.

HIS EYES Colored storms race across them. The surface of Jupiter. This won't do. He picks up a pair of eyeshields.

Electrochromic lenses that darken at a touch. He darkens them, then smiles at the man in the reflection: Doc Ock.

MJ is taking some coaching from a WOMAN AT A PIANO. Trying to find around a thorny note in her song. The DIRECTOR of Bride! pokes in his head.

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

MJ's talking fast as he ushers her in.

She sits. He slides a box of mints across the desk.

She doesn't get it. Then she gets it.

She cocks her head, curious, no idea what it could be.

She takes a mint.

MJ's eyes fill with tears. She goes pale.

MJ is in shock now. She nods, rises, heads for the door. Before she goes out she turns back. Being brave.

She nods, bitterly. She knows. She slips out.

MJ stands outside the theater. Bills are going up over the posters, next to the words DEIRDRE DUNN, that read HER TRIUMPHANT RETURN. It's raining. Maybe it's even starting to snow. She just stands there, crushed.

FOOTSTEPS. It's Renard, walking into the theater. He sees her, and then starts to act like he didn't.

Somehow not quite sincere.

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

Peter hangs up. Spooked. A KNOCK at his bedroom door. He jumps.

Ditkovich opens the door.

Peter comes down the stairs. MJ is standing in the living room. They look at each other; he reads her sadness.

She goes to him and bursts into tears. He holds her. Strokes her hair. She looks up at him.

They walk along the deserted boardwalk. Snow flurries.

She turns to look at him.

He puts his arm around her. She leaves it there.

Peter drinks coffee. MJ's eating a huge sundae.

She rolls her eyes.

But MJ's getting steamed.

She pushes away the ice cream.

PEOPLE are staring. Timidly Peter raises a finger.

The WAITRESS brings the check.

Peter takes out his wallet. As he opens his wallet, he already knows what he will find in it.

It's empty.

MJ, disgusted, yanks open her purse. Scrambles up from the table.

MJ shakes her head, tosses down a twenty, walks out.

Peter approaches. GIBREEL is out front, struggling to attach a hot box to the back of his motorscooter. It tumbles. Peter lurches to grab it but PIZZAS go scattering everywhere. GIBREEL is frantic. Peter tries to help him gather them.

Mr. Aziz comes out.

Peter stands supplicant, Mr. Aziz shaking his head. The phone RINGS and RINGS.

He nods his head toward SALADIN, who is engaged in fatal combat with a round of dough.

He reaches for the phone.

VIEW THROUGH THE WINDOW

As Gibreel putters away on his scooter. The hotbox comes loose and smashes against the street.

Before Mr. Aziz can react, SPIDER-MAN walks in. Not Spider man. A guy in a realistic Spidey mask. With a big Glock. Brandishes it toward Peter, then Mr. Aziz.

Saladin holds up the sagging round of dough.

Mr. Aziz tries to smile.

He CLUBS Mr. Aziz on the head with his gun.

Peter throws himself on the hood. Tries to get a choke-hold on him.

The hood elbows Peter, then punches him hard in the stomach. Peter tries to grab him again. The hood smashes him over the head with his gun. Peter sags to the floor.

The hood snatches all the cash from the register.

Mr. Aziz comes over and helps Peter to his feet. Mr. Aziz is crying.

Peter staggers to his feet.

Harry's sleeping in the middle of the day, face down. Bottles by the bed. A CLUNK. His eyes unstick. ANOTHER WEIRD METALLIC CLUNK. Harry sits up. It sounds like it's coming from the other side of his titanium security shutters.

He hits the security panel. An image of the lobby station. The guard is dead.

BRRRONG. The shutters are ripped open. Doc Ock steps in from five stories up. ALARMS are screaming.

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

He looks curiously at Ock. There's something different--the weird plural voice. Ock masters it.

That gets Harry's interest.

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

Harry looks at Otto, who tosses the envelope at him. Harry fumbles the catch.

Otto leaps out through the window. The SECURITY MEN burst in, looking around.

A black Mercedes pulls up amid the rolling gray surf of a Queens cemetery. A CHAUFFEUR gets out and comes around the car. Opens the door for Harry.

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

Harry stands in front of the headstone. A hint of spookiness in drift of leaves across the grave.

Mocking LAUGHTER. Harry gazes at the thirteen unlucky letters: NORMAN OSBORN.

Harry falls down onto his knees. Collapses on the grave.

Harry flips open his cell phone, punches a number. Dirt from the grave on his cheek.

Peter walks into the city room, toward Jameson's office. He stops when he sees:

THROUGH THE PARTITION Harry and JJJ, talking urgently. On the door behind Harry, Peter sees:

HIS COSTUME The sight of his shocks him.

He walks up to Betty Brant's desk.

JJJ and Harry are face to face.

Harry is strangely cool. Cooler than we've ever seen him.

Jabs that Jameson finger at Harry.

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

Harry stalks out, brushes past Peter. Peter reaches out to him.

Harry whirls, furious, about to strike. The wire lattice embedded in the safety glass of the partition casts a grid of shadow across Peter's face; it looks like webbing.

Harry peers at Peter, fixedly, then turns and walks out.

JJJ turns to Peter, sucking on his sore finger. Peter eyes the costume.

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

Sorrow on the old woman's face at the name.

There's a WHIRR but it's Otto's own meat arm that shoots out. He clutches Aunt May. WHIRRING. Otto struggles against a murderous impulse in the 'pods.

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

Otto's surprised. So is May. He retracts his hand.

"OCK'S RAMPAGE"

Three scenes of urban destruction.

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

Cars lined up heading out of town, traffic stalled. Drivers touchy. Suddenly a car FLIES right out of the tunnel. Lands on and crushes some other cars.

Another car flies out. Then another. A few more besides. Then there's a METALLIC GROANING and SCRAPING.

Ock emerges, dragging an ARMORED CAR behind him. He tosses cars in front of the tunnel mouth to one side. Clears a space. Then rips open the armored car.

People leap from their cars to harvest the whirling money. Quickly they turn savage, fighting each other, slipping and sliding on the ice as they chase the money.

Otto strides among them. Hangs over them. They stop fighting and look up.

Otto smashes his way into the building, shattering the huge windows, scattering schoolchildren.

He heads straight for the Willamette Meteorite.

He digs in the 'pods. Grips the Meteorite.

Pulls. Pulls. Pulls. And UPROOTS it. Carries right out of the museum.

Otto stalks down the avenue swinging the space rock at the end of his 'pods like an enormous mace. Gouging huge chunks out of buildings on either side.

Otto winds up like a cricket bowler and then hurls the meteorite through Washington Square Arch.

He turns to a HORRIFIED CROWD who cower nearby.

Turns to a WOMAN. Gently.

Otto stalks away. We get a good look at him as he goes by. He looks bad. The toll on his tissues is becoming visible; tracery of black webbing across his skin.

TELEVISION NEWS REPORT Features footage of Ock's reign of terror.

Peter watches the broadcast on a tiny B&W TV.

He looks as if he's been lying there motionless for 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 the television. Makes a frantic, doomed attempt to tidy the room. Gives up. Goes to open the door.

Aunt May comes in, carrying grocery bags and a baked good. Tries to conceal her distaste at the room.

Peter sits at the table while Aunt May puts a bowl of soup in front of him. He digs right in. Days since he ate.

The spoon stops halfway to his mouth. Freaked by this.

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

A long pause. Then Peter goes back less heartily to his soup.

She pokes a finger into his soup, tastes it.

Tears in his eyes.

She slices him a piece of Boston cream pie (really a cake).

She looks at the pie--why not? Cuts herself a piece. Takes a bite.

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

Doc Ock's secret lair. It hums with activity within.

A laboratory is in place. Much of the equipment labeled Oscorp Systems, Inc. Ock has been working all night. He steps away from making adjustments to a nasty-looking surgical table. Sits down in a chair.

Harry is there, irritated, strung out.

Two 'pods snake out and grab a can of soda, a slice of pizza. The other two take hold of one of his meat arm. One jacks in a blood probe.

Otto looks over at:

A MONITOR It displays the analysis of his immunoresponse. Not good.

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

The buildings across the way lie in rubble. Fires. People running in panic. In the center of it stands Doc Ock. A literal path of destruction behind him.

She pulls back from the window. Summons her nerve. Goes to the window and throws it open. Steps out onto the little balcony of her apartment.

A look of agony passes across his face.

His features harden.

He climbs straight up the face of the building to her.

In flames. Police and rescue crews. Peter comes running up toward the street where she lives. It's cordoned off. A POLICEMAN stops him.

Peter steps back, horrified by the destruction. People huddle miserably nearby. A Nynex guy is standing on top of his truck, trying to see what's happening.

Peter hears all this. Jesus.

A HUGE CRASH in the distance, then a series of CRUNCHES.

There's just time for the shock to register on Peter's face when Ock comes crashing past with MJ caught up struggling in one 'pod.

The police raise their weapons. Ready to fire.

Ock's moving incredibly fast. He steps right over the police line--and right over Peter. Peter runs after them.

MJ hears him--

--but Ock just keeps on going. Peter picks up a broken beam lying nearby and hurls it at Ock's legs as hard as he can. A 'pod lashes out and flicks it away. Then lashes at Peter, too, and sends him flying.

He lands hard. Ock vanishes from sight.

Peter gets up, looks around. Jumps into the Nynex truck. Takes off after Ock at top speed. The Nynex guy has to leap off.

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

Otto reaches back, with a meat hand, as if to slap her. Catches himself.

Poor Otto's brain is shivering into shards.

He stops and sets her down somewhat roughly.

She stares at him.

He uncoils a 'pod from her waist. She starts to bolt.

Peter races in the truck. Weaving through traffic. Sees Ock in the distance.

Otto retracts the arms. MJ turns toward him. Sees real pain there. Takes a step his way.

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

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

And with the fourth, PLUNGES straight into the cab of the truck and grabs hold of Peter. Rips him out and tosses him aside.

The truck crashes against a lamppost and splits open. A bicycle chained to the lamppost goes flying and lands with a clatter. Peter lies amid spools of cable and orange plastic fencing. He stands up shakily.

Now a HELICOPTER descends on the intersection. Squad cars arrive from every direction.

One of the 'pods snakes up and grabs hold of the chopper's strut. Another reaches right into the whirl of the helicopter's rotors. His 'pod takes hold of the rotor shaft and with a horrible shrieking brings it to a halt. Then Ock hurls the chopper directly at the police cars.

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

THE WEB That Peter has improvised, from orange fencing, across the intersection. It's crooked and lame but Ock stumbles. Loses his balance. SLAMS to the ground. One 'pod stays aloft, holding MJ.

Peter runs to her, she grabs hold of him. He tries to pry it loose. No way. Now another 'pod snakes in and grabs Peter and bats him lightly aside.

Then they're gone. Peter's alone in the rubble. Defeated... and then, abruptly, grim. He goes over to the wreckage of the Nynex truck. Pulls out the toolbox. Opens it. Takes out a wicked needle-nose pliers. Holds it up. Should he?

FLASHBACK - CONEY ISLAND

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

PRESENT MOMENT - AVENUE - NIGHT

He looks around at the smoldering wreckage around him. Then at the pliers. This is going to hurt.

He JABS the knife directly into his hip. Digs around. The worst SPLORCH imaginable results. His eyes roll back in his head. He staggers. But he holds up the bloody chip and grimly smiles.

He looks around--needs wheels. There's the bicycle. A little bent. It will do. He takes pedaling after Ock and MJ.

Peter rides past LOOTERS, smashing store windows. A LOOTER holds up the television he has snatched.

Peter slows, watching, frowning.

Peter pedals off, slows again, turns.

The looter, incredulous.

His friends laugh. Then there's a cry for help.

Peter looks. Some other LOOTERS have descended on a SIKH man who is defending his store.

Everyone turns to look at him. Peter looks down the Avenue. Far, far away, by the Flatiron Building, we can see the dancing glint of Ock's 'pods.

Then LOOTERS fall on the Sikh man.

Peter drops the bike, and runs into the midst of the gang. They turn on him. The Sikh man crawls out of the melee, bleeding. The looters swell around Peter, kicking, stomping, punching. He goes down under the surf of men.

Then, with an audible WHOOSH, the gang of looters FLIES BACKWARD. It's like a blossom blooming. Peter rises to his feet, bloodied but steady. The men come at him again but now he makes short work of them, leaping, kicking, dancing.

The Sikh Man looks on, throwing sympathy punches.

The looters lie fallen around Peter. He reaches down to yank the stocking cap from one of the men's heads.

JJJ is at his desk, on the phone. People coming and going. The Spidey suit hangs in a nice class case.

WHAP. From the boarded-up skylight. JJJ looks up. Uh oh. A foot SMASHES through the wood, splintering it, and then Peter, stocking cap over his face, lands in front of JJJ's desk. He goes over to the case, SHATTERS it. Reaches in and takes the suit. Holds it up.

He fires a web up out of the skylight, gives it a jerk, and then sails out after it.

Spider-Man swings along the avenue, trying to catch up to Dock Ock.

He catches up to him at Rockefeller Center and they fight, in the snow, on the ice of Wollman Rink. MJ gets away from Otto but then stays to watch.

Each combatant gifted in his own way with power, agility, a kind of grace.

And he does. At last Spidey lies defeated at Doc Ock's numerous feet. Doc Ock picks him up, and grabs MJ. He takes his cell phone out of his pocket. Coolly punches a number.

Harry sits watching the destruction on television. Clearly drugged to the gills. The phone rings. He manages to notice.

Click. Harry rises wobbling to his feet. A strange echoing LAUGHTER in his ears.

Ock tosses Spider-Man onto his BIG NASTY SPINAL-CORD EXTRACTING TABLE. MJ he sets down more tenderly to one side. He prepares the procedure. It looks like it's going to be extremely painful.

Harry's limo pulls up. Harry gets out. Looks around nervously.

MJ revives, sits up. Groggy. Harry stumbles in. Sees MJ.

Otto turns. He has Spider-Man all strapped in, now.

Harry draws closer, fascinated. He nods. MJ hangs back. Otto reaches out and YANKS the mask off of Peter.

HARRY'S FACE Horror. The memory of Peter and his father shaking hands. Of Spider-Man leaving the corpse of Norman Osborn. Masks begin to circle one another in his mind--the masks of Norman Osborn's collection, Spider-Man's mask--and one other, green and grinning.

She runs toward the table. A 'pod lashes out and knocks her brutally aside. Harry goes to her, sees the blood on her cheek.

Looks back at Peter lying on the table as a great, spiked, vascular probe begins to descend on the torn form of his friend.

The LAUGHTER begins to sound louder in his ear and the probe descends.

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

Ock swings another fell-looking unit into place near Peter's head. All of the 'pods are working in balletic unison to prepare the procedure.

MJ stands. She sees a big spanner lying on the ground. Picks it up. Tucks it behind her back. Starts to inch toward Otto.

She's coming closer to Otto.

He flips a few more controls.

Two of the 'pods zero in on Peter's head. One extrudes foam onto it. The other produces a clipper-head.

With a few rapid strokes they shave Peter bald.

Now all the cruel apparatuses are in place. An urchin of steel spines, miniature 'pods, wriggle toward Peter's bare skull.

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

ZWIPP. A 'pod lashes around the wrench and jerks it from her hand. Another 'pod knocks her back against the wall.

Ock turns on her, and the 'pods lash out and hover, just above her, ready to cut her to ribbons.

She climbs unsteadily to her feet. Looking him in the eye.

She crosses to him. The arms strike, and come within inches of her face. She flinches but doesn't give way. Then takes another step toward him. Reaches up. Lifts the glasses. Peers into his wild, dying eyes.

The arms WHIRR and twitch, impatient as hounds at the end of their leash.

Otto points at Peter with a meat hand.

Otto's at the limit of his control. All his systems breaking down. The WHIRR of the arms ratchets up to a WHINE.

Distant sound of SIRENS from outside.

Slowly, the 'pods snake up toward the rafters of old building. Lash around them. Pull tight.

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

A pillar tips over onto Otto, then smashes through the floor, dragging Otto with it. Into the water below.

With a WHOOSH Otto is thrust down deep into the water.

Otto plunges, 'pods billowing up behind him. A streamer.

Peter revives. Looks around. Stuff falling everywhere. He kicks and thrashes his way out of the surgical unit. Spider sense TINGLES.

He sees, in slow motion:

The central roof beam give way, with a mighty GROAN.

MJ, leg pinned under a fallen slab of concrete.

The inevitable trajectory that links them.

He leaps across and lands under the beam just at it hits, muscles taking on a massive burden of wood and inertia. He sags-- sags-- sags--stops. He squats under it like Atlas underneath the heavens. His face is five inches from MJ's.

Peter gives away a little more. Faces four inches apart.

The weight seems to increase exponentially. Three inches.

Peter sags again. Now their faces are less than an inch apart.

CREAKING. MOANING.

Dawn. The grand old building carefully goes about the business of sinking into the river.

Otto thrashes in the Rig as the 'pods struggle toward the surface. For a moment he looks like his namesake.

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

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

She had better hurry. He is about to break. Their faces are nearly close enough for a kiss.

Now Peter can only nod. No breath to spare. MJ's face brightens--she's freed her foot.

She crawls out from under the slab, then under Peter's arms as he drops the beam. As it slams through the floor, he snatches her up, then fires a web through a place where the walls have collapsed. He yanks them up and out just as:

The entire structure upends and then slides with a certain urgency into the East River.

Otto turns his face away-- And ten thousand tons of ancient lumber comes tumbling down on top of him.

Harry Osborn lies in the middle of the floor of a great, empty ballroom floor. A small dark island in a sea of parquet.

He wakes up like Sal Mineo in Rebel Without a Cause, alone, lost, abandoned.

Stands up. Looks around. Echoes and ghosts.

He wanders the empty rooms and halls. Draped furniture. Carpets rolled.

Climbs the stairs. Stops at the door to his father's office. Hesitates. Goes in. There's nothing there except--

Something in the corner. A small piece of colored paper. He goes over and picks it up. It's a little, store-bought Halloween card. More ghosts. HAVE A BOO-TIFUL HALLOWEEN.

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

Harry looks around sharply. No one there.

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

Harry's leaning his forehead against the mirror. It reflects only him.

As he says this he POUNDS the mirror with his fist. It shatters and falls. Droplets of glass rain down. And there on the other side of the universe is a neat little room. A laboratory of some kind. A command center. A haunt.

Harry steps into that other world. Hanging from a hook is a grinning green mask. He reaches toward it.

MJ lies on the couch. Her leg in a really big cast. Reading the Daily Bugle.

THE HEADLINE WACKOS: ONE DOWN, ONE TO GO

She reaches for a squeeze bottle that is just out of reach.

He's there. In his coat. Backpack on his back. Leaving.

She falls back against the sofa.

He nods toward the Bugle.

Peter nods.

He goes out. She picks up the paper. Her face crumples. She puts the paper down. Sees his CAMERA sitting there.

Lumbering, in pain, she pulls herself to her feet. Grabs her crutch. Hobbles over to pick up the camera. Then as quickly as she can to the window. Throws it open. Snow blows in. She sticks her head out.

He's on the street below. He turns and looks up. She lumbers out onto her balcony. We can see the divots that Doc Ock tore out of the face of the building.

MJ forms a quick resolve. Then throws herself over the side.

He darts under the balcony and catches her, awkwardly, but sure.

She hits him, hard.

He looks at her. Then around. Then he carries her over to the building and, lightly, with just the tips of his feet, walks right up it. Hops the balcony and ducks inside with her.

He sets her back down on the couch. Puts down his knapsack. Then SIRENS. A lot of SIRENS. Peter goes to the window and looks out. Face grim. Well, you asked for it.

He starts to peel off his shirt.

The sky glows orange; flashing sirens. Spider-Man takes off into the night. MJ leans out of the balcony as he sails away to be who he is.

Spider-Man swings around a corner and straight through the heart of a burning building.

He comes swinging out the other side, clutching a DISTINGUISHED GENTLEMAN and a YOUNG WOMAN DRESSED AS A MAID.

He touches them down gently. ERT techs rush over.

Spider-Man sails back up into the roaring fire, toward a PAIR OF CHILDREN, snatching them from the flames. Doing what he was meant to do.

THE END