"SPIDER MAN" (2002)

screenplay by David Koepp

based on the Marvel Comics character - | created by Stan Lee

and on a treatment by James Cameron

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MARY JANE WATSON's face fills the screen, knockout pretty but | sad eyes,too sad for seventeen, looking out the window ofa yellow schoolbus.

An armdrapes around M.J.'s shoulders, FLASH THOMPSON,self- assured, handsome,the high school Big Name. He's looking acrossthe bus, out the window, HOWLING with laughter.

We pull back, toward the front of the bus. Another KID.

Further back . Another KID, messily eating a jellydoughnut. ‘,

We turn, look out the window, see what they're laughing about. 3 PETER PARKER, 17, bespectacled and book-bagged,chasing after the school bus, to the derision of everyone aboard. |

M.J. can't take it anymore. She jumps up, hurriesto the front of the bus and SHOUTS over the laughter, to theDRIVER.

There is a collective AWHWH as the bus slows down. ~ 19 |

Peter climbs onto the bus, breathless, limping.

He eyes an open seat next to a GEEKY GIRL with a mouthful of braces. She makes eye contact with Peter,moves her books to occupy the vacant space. aoe o

Peter moves on. As he makes his way down the aisle, M.J.- sits. down next to Flash again, next to the window thistime. When she's not looking, Flash slides his foot out infront of Peter's beat up sneakers. Peter trips and falls,hard, face down in the aisle. More laughter. M.J. looks sharplyat Flash -- did you do that?

(outraged innocence) What? :

Theyellow bus crosses the Queensboro Bridge and headsfor the2 vee

spectacular skyline of Manhattan.

A stressed out TEACHER, with a clipboard, enters frame. The . studentsare gathered around the steps. Teen energy. Peter, - his camera hanging around his neck,stands alone. M.J. is with - hergirlfriends :

Okay, people, no wandering! Proceed | ponies up to. theKNOCK IT THE HELL OFF! up the>steps and into the building. —|

“They all move slowly to steps. They eS to see:

A CHAUFFEUR-DRIVEN BENTLEY - PULLING TO THE CURB

Inside is HARRY OSBORN, seventeen, sits in the back seat, next” toNORMAN OSBORN, mid-forties. Norman exudes power and anger. - Harryis slowly acquiring both. :

ee ae ae eee Rev.-Buff 1/9/2001 6 CONTINUED: —- |

C) | | OSBORN | Why? The door's right here.

: HARRY : on These are public school kids. I'm not showing up to school ina Bentley. —

HARRY — They were not for me. I told you that. It wasn't me. -

|OSBORN Of course it was! | eae . (reaches for Harry’ Ps door) a Don’t ever be ashamed of who you are.

- HARRY ae Dad, I'm not ashamed, I'm just not what you...

Harry gets out of the Bentley.

| ‘HARRY — Hey, Peter.

‘Behind them the car door” opens. Norman emerges holding Harry's bookbag. |

Osborn hands Harry thebag.

ee 5. —S——sRev.-Goldenrod12/22/2000 |

7 CONTINUED: | |

Fs ee

(moving around carto sidewalk) Peter,this is ny father, Norman - * Osborn.

Greathonor to meet you. *

Harry is looking off at M.J.who is making conversation with her girlfriends about the arrivalof the Bentley.

OSBORN | I've hearda lot about you. Harry coe® tellsme you’ re quitethe science | : * whiz. |

Well, T don’t know about that.

He’s being modest. I told you, he’s. oe won all theprizes. - | oo

ee OSBORN | eee

Oo ne Anyone who can get Harry to pass rece / Chemistryshouldn’t be modest.

Harry'sreally smart. He didn't really needmy help.

Noxman lays his paternal hand on Harry's shoulder, squeezes | too hard.

I'm something ‘of a scientist myself, you know.

te

6. Rev.-Goldenrod 12/22/2000 | a

7 CONTINUED: (2)

C) : | OSBORN | | - Impressive. Your parents must be | *

| proud. | core

OSBORN : : What about yourfolks? | *

PETER | * My parents diedwhen I was iittie. | *

| - OSBORN : ® :

| I lost myparents as a young boy as *

Which no doubt strengthened youriron wed will to succeed,huh, dad? ee oe

HEY, YOU TWO, I’MCLOSING THE DOOR! | etal

‘PETER (moving away) Nice to meet you,Mr. Osborn.

HARRY | (moving fast up steps,passes M.J., smiles) Hi.

They walk in. Harry smiles at M.J., now in front ofFlash..

HARRY ; Not if you’re a genius. I think he wants to adopt you. ra

| 7. Rev.-Buff 1/9/2001

CONTINUED: (3) | |

Harry discretely calls Peter's attention to M.J., primes him to say something. *

| HARRY (cont’d) Hey. t¥ (nods toM.J.) Say something. +

They approach. M.J. waits, feels the energy. Nothing comes. Harry steps in to fill the awkward moment. 7

Hi. How ya doing?

M.J. smiles.

Peter does nothing, they continue on.

Peter manages to look back over his shoulder to where Harry's father still stands beside his car.

CLOSER SHOT OF NORMAN

Looking off. He seems a lonely figure. Overhim, we hear:

"OUR GUIDE (0.S.) There are more than 32,000known ‘Species of spider in the world.

Thirty-odd students and their teacher are led around a cavernous laboratory by a TOUR GUIDE. Theypass a number of large spider exhibits.

TOUR GUIDE | They are in the order Aranae,which is divided into three sub-orders-- Mesothelea, Orthognatha, and -Labidognatha. 7 (MORE)

a ee | OTA. Rev.-Buff 1/9/2001

8 CONTINUED : |

TOUR GUIDE (cont’d)

the juices of their prey. Arachnids from each of the three groups possess ‘varying strengths which help them in theirconstant search for food.

Peter, the cameraaround his neck, keeps an eye on M.J. whois joking aroundwith her friends. Flash moves to M.J., putshis arm around her, nuzzlesher neck. Peter winces and turns away, back to the tour. M.J. sees Peter's reaction. She pulls away from Flash,embarrassed.

- TOUR GUIDE (cont’d) For example, the jumping spider -- familySalticidae, genus Salticus --

iarsiteiss ia

8. Rev.-Goldenrod 12/22/2000

CONTINUED: |

TOUR GUIDE | The genus Salticus can leapup to forty times its body length, thanksto a proportionate muscular strength | vastly greater than that of ahuman being.

Peter catches the eye of the Tour Guide and gestures to his Gamera -- okay to take a few pictures?

PETER — For the school paper?

The Tour Guide nods. A fewSTUDENTS around Peterroll their eyes,one or two mutter “geek.” Peter ignores them,raises the camera. Behind him, one of Flash's CRONIESbumps Peter's elbowon purpose, ruins the picture. Other kids laugh.

| ‘TOUR GUIDE The funnel web spider -- family Hexathelidae, genus Atrax -- oneof the deadliest spiders in the world, spins an intricate, funnel-shapedweb whose strands have a tensile strength proportionately equal to the typeof _high-tension wire used inbridge building.

Peterraises the camera again, gets bumped again. He turns. Flash'sCrony steps forward, threatening. -A-VOICEmutters from nearby.

Flash's Crony turns,sees Harry Osborn staring at him.

— ELASH'S CRONY Or what? oo a .

BOY | HARRY (ALT.)

Or his father will fire your Or my father will fire youra father. father.

_Laughter.

| : | 9.

-Rev.-Green 12/18/2000

8 CONTINUED: (2)

| - ®

C) oe POUR GUIDE

The crab spider -- familyThomisidae, genus Misumena -~-spins noweb to catch its prey, but hunts instead, using a set of reflexes withnerve conduction velocities so fastsome researchers believe it almostborders on precognition, an early awarenessof danger, a “spider sense."

WIDER SHOT |

-hey reach the center of the rotunda floor, whereRESEARCHERS work at computers surrounding an electronmicroscope. Large video screens around the room display giant images ofthe microscope’s area of scrutiny -- spider DNA.

: _- TOURGUIDE (cont’d) Over five painstaking years, Columbia's genetic researchfacility | has fully mapped the geneticcodes of | each of these spiders. — eee

UP ABOVE THEM,

en. in the high arch of the rotunda, a single spider sits at the : center of a magnificent web, glistening in the light.

Armed with these DNA blueprints,we have now begun what was oncethought impossible -- inter-speciesgenetic = 4 me transmutation. | - 49 if

- DOWN BELOW, oo | | *

The class checks it out. Creepy-looking mutant spiders crawl about in a glass tank.

| ee | 10. -Rev.-Green 12/18/2000

8 CONTINUED: (3) © 8

O anne

Hateful little thing.

Really? Me, too. . : *

TOUR GUIDE | | Just imagine --if one day we can isolate the strengths,powers, and immunities inhuman beings and transfer thatDNA code among ourselves. All known disease could be wiped out. Of course, we're nowhere near ready to startexperimenting with humans, sofor the moment we’re. concentratingon these fifteen spiders. Any questions? © |

ST Fourteen?>

~TOUR GUIDE I begyour pardon? 19 “Me. PETER There's onlyfourteen spiders.

As he and the others turn their attention to the tank and start counting the spiders,we drift up to the ceiling.

UP IN THE ROTUNDA ARCH, pages oe

Aspider's web. The mutant spider is on the move,fingering — * its way across its web. Itbegins to drop. —

DOWN BELOW,

the tour group has givenup on the mystery of the missing spider and is followingthe Tour Guide. M.J. lingers for a atte moment, to check outher reflection in the glass of one of the — tanks. By herself,looking particularly beautiful in her light. Peter stares,mesmerized, snaps up the opportunity. *

| 11. ‘Rev.-Buff 1/9/2001

CONTINUED: (5) 7 |

She hides a smile. Poses, havingfun. She loves the camera.

Above him the spider descends. He snapsthe picture of M.J.

He snaps again but she has turned away moving to herwaiting friends. |

‘PETER (cont! a) Thanks.

The spider continues to drop, straight down upon Peter’s right hand.

He shakes his hand, hard, flips the spideroff of him.

Peter looks at his hand. There are two tinyred marks where thespider sank its fangs into his skin. Peterbends down, looksat the spider on the floor.’ It's dead.

Peter stands again, rubbing his hand. From across the lab, we see him, silhouetted before the huge electronmicroscope display screens, where swirling strands of DNA molecules combine, detach, and recombine.

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

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- es aes | 14. Rev. -Buft 1/9/2001 10 CONTINUED: (2) | , 10

C) | _ OSBORN

Back to formula?! —

Back to Stromm. He could kill him with his bare hands.

Mr. Osborn, this department has missed sevenconsecutive delivery dates. After five and a half years of R&D the United States government has a right toexpect the super~soldier you were * contractedto deliver. | *

eH The Generalhas given the go-ahead to QuestAerospace to build a prototype OF of theirexoskeleton design. They + test in twoweeks.

Noxrman, wearenot going to ‘losethis . - *

| contract. *

All eyes turn to Osborn. So what are you going to do about that?

‘The Parkerhouse sits indistinguishableamong other lower i

houses on a cozyFranklin street. | :

middle income

140. ‘Rev.-Buff 1/9/2001

C) 12 Int PARKER HOUSE - LIVING ROOM/KITCHEN AREA LATE DAY 12

BEN PARKER, a kindly man in his sixties,is changing a light bulb, standing on a chair,reaching high, stretching precariously. MAY PARKER,a frail woman the same age as Ben, moves into the doorway tothe kitchen.

15. Rev.-Buff 1/9/2001

12 CONTINUED : | ae 12

UNCLE BEN | (the light bulbin, the light --..Gomeson) “God said let therebe light.” Voila, $0 soft glowin' watts ofit.

Starts getting down,still holding burned out bulb.

don't fall on your ass.

UNCLE BEN | | I’m already on my ass. When the plant FF senior electrician is laidoff after + 35 years, what else would youcall + it... Of course I'm onmy ass.

Hand me that bowl. The green one.

Ben hands her a pot, looks at classified page open on the table.

- AUNTMAY — Ben, you’ 1l get another job somewhere.

ae UNCLEBEN |

(gesturing to paper - moves to et | dining room, sits) Well , lets see. ee (reading from paper) | Computer analyst, computer designer, computer engineer, computer... € et (hesighs) | I'm 68 damn years old. TIhave to provide for my family. ++

AUNTMAY — (movesto him, embraces him, ‘Kisseshis cheek) I love you. And Peter loves you. You’ rethe most responsible man I’ve ever known. We've been down and out before but somehow we survive. Where is Peter, anyway? He's late. we

_ | 16. Rev.-Buff 1/9/2001 : (2) 12 ..

12 CONTINUED:

May starts for the kitchenas the front door opens.

Aunt

Ben quickly flips thepaper away from the want ads.

Uncle

Peter looksat her, surprised, is she psychic?

His bedroom door SLAMS.

| AUNT MAY og (movingtoward the base of the stairs) He's ateenager.

_116A. Rev.-Buff 1/9/2001

12 CONTINUED: (3) 12...

AUNT MAY | He'll letus know if he * Stay put. needs help.

17. Rev.-Green 12/18/2000

ae, 13 INT PETER’S BEDROOM LATE DAY 13

Peter ‘dropsto his knees in his bedroomand clutches his abdomen in pain.

_PETER | (gasping) Help...

He falls to the floor, writhing in agony. He looks at the © spot the spider bit, which is nowcompletely red and swollen.

Drenched in sweat, he starts to shakeuncontrollably with Chills, trembling violently, facepale, eyes black and sunken, teeth chattering. His eyes rollup into the back of his head and he passes out. Under the lids,his eyes flicker crazily.

Al4 EXT § PARKER HOUSE _——DAY ee Al4

Morning of a new day. A verynew day. E 4 :

? | x ON

Peter wakes up, morning sunlightstreaming through his window. He hasn’t moved from the positionhe collapsed into on the floor. But as he orients himself,he seems. tofeel better. Carefully, he stretches hislegs, takes a few deep breaths.

Definitely better. He sees the alarm clock. He's late. He | ifdfe'| grabs his glasses. Puts them on-- |

-- and walks right into his chair, stumbling to the floor.

He gets up, puts his glasses on again. Looks into a mirror on the wall. He squints, everything’sfuzzy now. He takes them off, it’s 20/20. He tries oncemore -- on, off. He can see. *

, PETER

He shrugs and takes off his tee shirt. He walks away from the mirror. Hold on the emptymirror, then:

Peter jumps back in front ofit, aghast. His chest is that of ..aGreek. god.-Nothing_ overdone, notabody builder’s chest, . just a perfect one. Peter tries something,flexes hispecs. (| © They jump like cheerleaders.

Peter SCREAMS.

He checks out his body. Incredible. Puny Parker no more. There's a KNOCK at hisbedroom door. : —

oa

- | a 18. Rev.-Buff 1/9/2001 14 CONTINUED: | 14

C) AUNTMAY (0.S.)

Peter? Are you alright?

Peter tosses his glassesin the trash can.

He turns to grab his clothes. Through the window sees M.J. in her bedroom finishingbrushing her hair. She picks up a purse and darts out of view. :

Peter throws on his shirt and moves quickly out his door .

15 OMIT

| 16 INT KITCHEN DAY | | | 16

Peter comes bounding down the stairs and leaps over the bannister, landing with acrobaticgrace behind Uncle Ben. He sees the breakfast AuntMay has prepared on the table, goes for it, eats what he can getas he grabs his backpack. *

We thoughtyou were sick. | *

(mouthfulof food) | * I was. Ttgotbetter. | a | * ;

7 | _ | AUNT MAY Sit down dear. . OF,

Can't. Seeyou later. eo

PETER : Sure thing,Uncle Ben, don't start without me. | Te *

18A. Rev.-Buff 1/9/2001

He's out the door, full of energy,hoping to meet up with M.J.

Peter comes outhis front door just as M.J. leaves hers. Her father, MR.WATSON, a hungover guy of forty or so, SHOUTS after her. Mrs. Watson behind hin.

19. Rev.-Tan 4/12/2001

17 CONTINUED: _ | 17.

Natee, MR.WATSON |

I don't care what your mother said. It's not okay with me. You'retrash. You'll always be trash. Just like her.

MR.WATSON © Who" Fe |:stopping ya?

Leave her alone.

M.J. runs to the sidewalk,holding back tears.

Peter hurries after M.J.

-Peter paces her, on theopposite side of the street. She doesn't see him. |

But he doesn't, because he notices M.J. is wiping away tears.

A HORN honks and a car full of her girlfriends pulls up next to her. Peter watchesas M.J.'s face transforms, she putson a mask of happinessand jumps in.

Peter watches as thecar ROARS away. She eludes him again.

Peter runs, top speed,chasing the bus again. He reaches out, to the side of it, topound on (ait,getthem to stop.

‘Bis hand touches a "GO WILDCATS!"school bannerthat'spinned on the side of thebus. But as the bus accelerates, hishand sticks, tears thebanner right off the bus.

What the hell? He tries to unstick his hand from the banner, but every time he freesone hand it sticks to the other. He tries everything. Wrestles with it, wads it into a ball to FOF

+

throw it. Nothing doing. Frustrated, he bends down, puts a foot on thebanner andstands, thus freeing his hands. +

He looks at his hands,confused but happy to be free of the banner. He takes astep and quickly learns otherwise. The banner isstuck tohis foot. He tries to shake it free, but %

his feet get tangledin the banner and he crashes: tothe ground. | *

20. - Rev.-Tan 4/12/2001

18 CONTINUED: | | | | 18...

No

A19 OMIT : - oes A19_

19-210MIT . ) LS : oe 19-21

© KIDS hang out. ‘The BUZZER continues,they move inside.

Peter approaches a table with an absurdly overladen tray of food. He sits. M.J. moves past him on her way toher group. As shepasses, she slips, her feet fly outunder her. She's aboutto crash hard. —

Peter’ s spider-reflexes:are at work and he moves - lightning speed - upand out in front of her, catchingher tray with his left hand,and dropping his right shoulder justenough for her to grabonto. It's one of the most gracefulmoves we've ever seen. ;

She regainsher balance, looks at him, impressed.

Peter shrugs, freaked out, he can't believe he did it either. She takesher tray back from hin.

| PETER ‘No problem.

She waits formore. Nothing comes.

blew it again. Oe ae eee TT He

20A. | Rev.-Tan 4/12/2001

O) Sheturns and walks off, across the cafeteria. She looks back overher shoulder, smiles--

--and then sits at a crowded, popular table,right next to Flash Thompson and her girlfriends.

Peter sits back at his table. He begins to eat. Actually he — begins to chow. Thirsty, he sets his forkdown. But it sticksto his hand. 7

ome rs oe Rev.-Goldenrod 12/22/2000 |

24 CONTINUED: (2) |

a ae eel

He tries to pull it free with the other hand,but a long gooey * _ strandstretches from his hand to thefork. It dangles. Peter tries to separate fork from strand. Nothing doing.

“He tries harder. ANOTHER STRAND shoots out,from his other hand. This one flies out, to the table acrossfrom him, and SMACKS onto a GIRL's tray. She doesn'tnotice, as she's talking to the FRIEND on her right, andwouldn't touch that _gxrossfood anyway.

Shocked, Peter stands up and backs away, whipping his arm back, trying to pull free of the strand. But his movement yanks the girl's tray off the table, sendingit flying toward Peter, who ducks, and it sails over hishead.

:Finally, the strand comes free. Relieved, Peter turns “=

~~ and sees Flash Thompson wearing the girl's. lunch.M.J. is covering her mouth, laughing at Flash,but tryingto hide it. Peter swallows, and it's one of those swallowsyou can actually sear.

Horrified, Peter turns and hurries out of the cafeteria.

Just outside the door of the cafeteria, Peter stopsnext to a. row of lockers, breathing hard, surreptitiouslychecking out —. theundersides of his wrists, trying to figureout what's pa going on.

For the first time, he notices two almost invisible slits in his skin,one on each wrist. Those were not thereyesterday... He drops his arms and pulls his shirt sleeves: downover his” wrists as far as he can.

Suddenly, his features jolt as he's slammed with the strangest

ever had. He doesn't know it yet,but -- .

feeling he's

PETER'S SPIDER-SENSE

has kicked in. - Everything and everyone surrounding him slows:4 toa crawl and it is as if he is suddenly seeingoutside himself -- 360 degree peripheral vision.

And what he sees in back of him is a FIST, Flash Thompson's fist, closing in on the back of Peter's head in slow motion. - As. quickly as at turned on the Spider-Sense switches off and|

| 22. Rev.-Goldenrod 12/22/2000

25 CONTINUED:

a BACKIN REAL TIME,

Peter whips around and darts to the side,a split-second ahead of Flash Thompson'sthrown punch, which BANGS into a locker where Peterwas standing.

| : . FLASH © . | | | Think you're pretty funny, don't you, : coe Freak?!

I'm sorry. It really was.

fwo of Flash's cronies close the classroom, doors on either side of the hall, toblock the view of the teachers within.

-PETER I don'twant to fight you, Fiash.

yo oe FLASH. | , Iwouldn't want to fight me neither.

| A crowd forms around them. Flash takes two more swings, but again Peter evades them-- and fast. Flash is puzzled.

Sensing an attack from behind,Peter suddenly ducks. One of Flash's cronies, who was sneaking up onhim, is left ‘grabbing ; air. Peter stands, flipsthe guy off his back. 49. a :

wo,BSee*ee. Sp ae

A crowd. forms ‘to. watch. | Harry Osborn, coming down. the hall

ee

from the other direction, joins them.

Enraged, ‘Flash ROARS and lunges at Peter.Peter ducks one, two, three, four punches,never even moving his feet, just arene his torso around sofast he creates a motion blur.

Harry,-impressed, gives alook to the person standing next to him, who happens to beM.J. Harry turns back to the fight, then does a double take backat M.J. She returns the look.

"Which, one? |

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A27 EXT. ROOFTOPS DAY | ie R27

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24. - Rev.-Green 12/18/2000

He pulls up short at one rooftop. Itis too far to the next one. He looks down at his wrist,sees the narrow slits. Gets an idea. He turns, points his wristat a taller building across the alley.

He wiggles his wrist, tries to get the goop to spray out. But it doesn’t come. He makes a fist. Nothing. He closes his thumb and little finger together. Nothing. He rotates his hand so the palm faces up, extendsall five fingers, and brings his ring and middle fingerstoward his palm, ‘together.

THWIP!

A single strand of webbing shootsout from his wrist, straight up. Peter frowns, tries todirect it more. This time the | webbing flies across the alleyand sticks to the side of the other building.

Peter tugs on it. It’s tough. Hepulls harder. Can't break it. He wraps one hand aroundit, double strength, closes his eyes, mutters a prayer -~- | :

‘== and jumps off the roof.He sails through the air, comes in for a landing on the side of theother building -- SPLAT!

He clings there with his hands -‘and feet, face crushed against the brick. Learning hurts.

Peter comes into the kitchen at home, late, exhausted, ) confused. He sniffs the air, smellssomething funny.

He touches the wall, comes up with paint on his fingers,and notices the buckets and dropcloth folded: inthe corner of the ; -room. He sees” anote on the ladder:

| "Meatloaf andvegetables inthe oven. Cherry pie on the shelf. We've gone 19 - to play bridgeat the Anderson's."

ASHOUT from next door distractshim. He goes to the window.

THROUGH THE WINDOW,

he can see M.J.'s house, just across the narrow driveway.He can see silhouettes moving intheir windows, a man, a woman, and a teenager, SHOUTING atone another.

25. Rev.-Green 12/18/2000

C) 29 ~EXT M.J.'S HOUSE NIGHT 29

Outside, M.J.BANGS through her screen door and walks into her postage-stampback yard, trying to ignore the chaos inside that house. Inside Aer house. | |

She's angry,ready to cry, yet able to hold it back. She turns andSEES Peter standing in his yard, other side of the fence. He's caught watching her.

Were you listening to that?

-(zattled) 7 No! Yeah! I heard something, but -wasn't listening. To what?

PETER | No. I was just taking out the trash. | Roe

You always do your chores, don't you | Peter?

MJ. | I'm sorry we do that all the time. * Your aunt and uncle never scream.

Oh, they can scream pretty good, : y'know. |

| M.S. * So... where to after you graduate?

26. Rev.-Green 12/18/2000

CONTINUED: 29

PETER| Tryme.

I want to...act... on stage. Be an actress.

Really?

PETER — i Well, even so,you know how sometimes | 19 P| you canknow something, like what's ae going tobe. Like feel what's around you,what's coming?

M.d. What doyou see coming for you?

27.00 Rev.-Goldenrod 12/22/2000

29 CONTINUED: (2)

Silence between then. | |

Y'know, you're taller thanyou look.

I hunch.

She reaches out, puts her hands on his biceps -Wow! She straightens him up.

| wee Don't. Hunch.

His heart is going a million miles an hour.

Suddenly we're interrupted by loud shouting again from M.J.' house. A horn honks.

In the ‘driveway, Flashin his new car. M.J.peers around the vote Se corner of the house. (OD ates

She's torn, turns back to Peter.

M.J. Oe ES Thanks, Pete. I gotta go. eye

She grins ,waves and goes .

“Peter watches as Flash shows the car to M.J. ' -eohs and aahs. Flash puts down the top. They hop inside and SQUEAL away, she laughs, her hair blowing in the wind.

Peter watches the car disappear. Looks downcast. He thinks a : moment, then raises his arm and makes a muscle. A GREAT, BIG MUSCLE. Lowers his arm. So what? seas

30 OMIT

| - His bulletin board with snapshots he's taken at school events .- and of his Aunt and Uncle. A framed PHOTO OF RIMASA 4 YEAR (OLDWits HIS MOTHER AND FATHER. | ae

28. Rev.-Green 12/18/2000

31 CONTINUED: : : 31

A newspaper CRINKLES open to a big ad for used cars. Peter looksat them wistfully. He turns the page, sees anotherad:

Attention Amateur Wrestlers! THREE THOUSAND DOLLARS For just three minutes in the ring! Colorful Characters aMUST!

Peter RIPS the ad from the paper. He has a plan. As he contemplates it, we FEATURE behind him two other snapshots: M.J. at the museum - one posing, the other ofher walking away.

On a sketch pad, Peter's hand draws the outline of a human figure and various costume possibilities.

He draws a pair of wings on the figure.

‘PETER C19 ~~ » A spider with wings?

He crumples it up, starts over. He tries antennae, hatesit, crumples that up too. ,

He draws some web-type lines over the face and arms,draws the * eyes. Large, jack o’ lanternovals, with upturnededges. *

Two empty glass bottles stand on a bookcase on the farside of Peter's bedroom. SPLAT! A web strand fires towardthem, misses by a mile.

Peter, sitting on the opposite side of the room,frowns and tries again. SPLAT! Another wild miss. He looks down at his - wrists, ‘thinking.

ABA INT. HALLWAY NIGHT = = = A34

-Aunt May at his door with a bunch of laundry. She knocks *

Peter? What's going on there?

PETER | (opens doora crack, peeks out) * Exercising... notdressed, Aunt May. *

AUNT MAY

| Well, don't catch a cold.

B34 INT. PETER'S BEDROOM NIGHT anes | B34

eS 29. Rev .-Goldenrod 12/22/2000: B34 CONTINUED: | | Bsa

He closes the door revealing the room is full of webs. He decides to make the web shooter..Takes a pad, sketches it.

34 ANOTHER DAY | | oo . 34 +

Sparks fly. Peter has dismantledseveral Zippo lighters, watches, and assorted old jewelryand is silver-soldering them back together in a new way. He picks one up, blows on the solder. Happens to glance outthe window -- sees M.J.'s silhouette. She's dancing, acting,being free.

35 LATER, IN THE BEDROOM, NIGHT . Be

Peter picks up the finished contraption and puts it around his wrist, right over his biologicalspinnerets. |

He turns his chair,aims his wrist across the room, now with the bracelet. He takes aim and -- |

-- SPLAT! Scores a direct hit on a can of Jolt Cola on the nightstand. He spins around,fast, in the chair, and fires a ae web under his arm, as if snuck up on from behind. 7

SMACK! Hits a plaster lamp,snags it. Yanks it towards win

me

he ducks. It hits the wall. SHATTERS!

He spins again, fires a double-barreled blast at those two glass bottles. Both of them hit,sending the bottles flying| against the wall, where they SHATTERnoisily.

Peter is thrilled. But there's a POUNDING.on the wall.

onn oe .

A37 EXT OSCORP INDUSTRIES NIGHT

Even ateight Oecear’ stacks spewfoulness into the air.

-- the OsCorp lab, deserted, dark at this hour, except for one | area. It’s the glass-walled isolationchamber we saw earlier,. glowing ominously in the middie of thefloor. Inside it, we see a man moving furtively, anxiously,preparing for a test.

INSIDE THE TANK, le “=~~”

30. s Rev.-Bu££ 1/9/2001

37 CONTINUED : oo | 37 -

Stromm and Norman Osborn making preparations for somethin -< an experiment.

oo STROMM Mr. Osborn, please, I’m asking you for| the last time...

- STROMM Let me reschedule this witha proper

medical staff and a volunteer. If you just give me two weeks.

..STROMM + Sir?

Stromm sighs, gives him the phosphate.

_OSBORN —(ConT’Dp) Forty thousand years of human evolution and we’ve barely eventapped the vastness of human potential. (he drinks) Tothe final realization of man’s true 7 Physical and intellectual oe: ‘(nodsto Stromm)-

Osborn lies on the gurney.

ZIP! <Axestraining strap is tightened across his ‘leg.

CLICK! Arestraining buckle SNAPS across his waist.

Dr. Mendel Stromm hits switches, a motor HUMS, and the steel gurneyslides into the tank and is rotated up tovertical.

‘OQUTSIDE THE TANK,

a 31. “Rev.-Green 12/18/2000 ES | | 39

CONTINUED: (2)

Mendel Stromm pops switches and leverson the vast console outside the glass tank, making last secondchecks on the battery of monitors in front ofhim. —

He grabs hold of a set of controls.

A thick, noxious green gas rises up from the petri dish. Heavy, but still lighter than air, the gas creeps up, swirling around Osborn’s feet. Over his legs. Over his groin.

Creeping up his chest. Tickling over his chin.

In spite of himself, Osborn holds his breath.

The green cloud envelopes his head and he forces himself to open his mouth. He draws just a tinybit of air --

<= and the gas seems to leap into his mouth, as if it had a ‘mindof its own. Osborn panics, chokeson it for a moment.

But then he calms, lets himself breathe normally. The gaa, flows, in and out of his nostrils,we can see it move. | 1g =

Stromm peers through the glass,monitoring every second.

And suddenly, his entirebody begins to convulse: seized by spasms, his fingertips, his teeth,his eyes show only whites.

ON THE MONITORS,

his body functions go crazy. Strommworks the controls eal frantically. Flat line. All across the monitors. Stromm * SLAMS a ‘handdown on a red buttonand --

IN THE TANK,

e=-giant vacuum vents”in‘the ceilingROAR to ‘lige,sucking the | green gas up and out of the room. |

Stromm races to the door, as soon as thegas is gone the security latches CLUNK open, he shoveshis way inside, goes to Osborn, unstraps him, rips open his shirtand frantically _* begins emergency procedures.

behind him, he hears a SHRIEKING sound. Stromm *

Suddenly, turns as

THE MONITORS

32. | Rev.-Green 12/18/2000

37 CONTINUED: (3) | 37

© “go crazy, heart rate leaping up to 226,blood pressure BANG, respiration, POW, every singlegraph and scale and chart registers at or near itspeak BEEPING AND WHOOPING.

INSIDE THE TANK,

Osborn’s eyes pop open and he leaps to his feet,terrified. He RIPS the sensorspotehis chest, Stromm tries to restrain hin, Osborn ROARS-

-- and bats Stromm across the chamber with just one arn.

-But not just across thechamber, he hurls him through the glass wall of the chamber,which explodes in a shower of glass as Stromm’s body hits it. Stromm keeps flying, sailing across the lab and SMASHING intoa pillar on the far side, some eatty | feet away.

He sags to the floor, blood pooling under his head.

Osborn staggers through the broken wall of the tank, steps’lg across the rubble, andtowers over Stromm’s lifeless body. |

"dy

FAR AWAY ACROSS THE LAB,

we see Osborn’s hulkingfigure standing over Stromm. We keep pulling away untilwe seesomething in the foreground, two items sitting patiently,waiting for someone to finish then, to make use of them. Mounted atop two poles--

-- that strange single-winged flying platformand the remote control suit that controlsit. .

In the distance,Norman Osborn throws his head back and HOWLS

ni

in pain, confusion, transformation. His primitive cry echoes over -- a

emtry

A38 EXT © OSBORN'S APARTMENT |_ DAY Mowe oe A38

-~ an opulent Tudor Hill apartment building, crowned by an imperious townhouse. Inside -- .

This room inOsborn's lavish apartment. A collection of masks of all kinds. Ancient, tribal, hideous, garish masks. The essence of violentwarfare. Norman sits bedraggled, dressed in yesterday'sclothes. Disoriented. Dazed.

Hairy. ready for school, a backpack over hisshoulder walks past the room, looksin, stops and enters.

_ | | 33. Rev.-Buff1/9/2001

38 CONTINUED: | | 38

— Dad? What is it, Dad?

What? :

Voices come from the hallway.

HALLWAY DAY AA39 *

AA39 INT.

briskly walks down the hallway, argueswith Osborn's *

Simkins

-SIMKINS * I have to see hin.

oe HOUSEMAN | | ns can't be disturbed now. oo He

DEN - DAY AB39 *

AB39 INT. OSBORN'S

Simkins enters theroom.

ati fiera —w *

33h. Rev.-Buff 1/9/2001

AB39 CONTINUED AB39 _-

__‘ SIMKINS Mr. Osborn. Dr. Stromm is dead.

| . 34. Rev.-Green 12/18/2000

38 CONTINUED: (2) oa : 38.

|C) oe | OSBORN

_ What?

Murdered? .

SIMKINS | it'smissing. It's been stolen.

Silence. Osborn shocked. He moves quickly out of the room.

on | OSBORN — | Take me there.

He exits. Harry remainsbehind for a moment, then after then. We're in the emptyroom. Camera lands on one of the masks.

A39 INT. PARKER HOUSE LATE AFTERNOON | | oe <i

Peter moves quickly down the stairs into pecan

LIVING ROOM |

Uncle Ben and Aunt May are there. Peter holds his shoulder bag, moves quickly tothe door. ‘Starts: to open it. |

: 7 PETER | It's OK. I'll take the train.

As UncleBen grabs a jacket and his keys.

35. ‘Rev.-White 4/17/zvu1

CONTINUED: | | | | A39

UNCLE BEN | I said T'11 drive you.. Get in the Car.

Peter moves out. Ben follows, turning to wink at Aunt May.

An Oldsmobile Delta '88pulls over at the curb in front of the New York PublicLibrary.

Uncle Ben is at the wheel, Peter beside him,moves to get out.

Hold on aminute. .-We need to talk.

Peter unconsciously pulls his sleeves down over hiswrists. + He just can’t tell him. |

UNCLE BEN

You're changing, and that's normal. a This is the age when a man becomes the ee tian he's going to be for the rest of a his life. Just be careful who you be, change into. Okay?

(MORE) | a

36. ——-—*Rev.-White 4/17/2001

40 CONTINUED : | noe | 40

tc that.

| UNCLE BEN Wanna bet? When Iwas your age I went through exactly the same things.

| S PETER | I'm not gonna grow... just drop it, I'll figure it out myself.

Thereare some things you say that you wish you could pluck right back out oF the air. This is one of them. “And ‘it's too late. —

Uncle Ben's feelingsare deeply hurt. He looks away.

“Peter wants to say something. But can't.

ON THE STREET,

—36A. | Rev.-wWnite4/i/;2uva

Peter climbs out of the car, holding a brown paper bag, and 4 closesthe door. He starts up the steps of the library and watches as the Oldsmobile pulls out into traffic.

PETER oo (to the disappearing car) I'm sorry.

He turns around, goes back down the steps of the library and heads off in the other direction. A deafening ROAR comes over * and--

A41 OMIT A4l

37-38. Rev.-Salmon 1/15/2001

C )

-- we see a costumed AMATEUR WRESTLER,CONTESTANT #1, SLAM into the floor of a wrestling ring inthe middle of a small, hot, dusty arena.. The crowd goes wildas BONE SAW McGRAW, six feet nine if he’ s aninch, three hundredpounds of pure muscle, climbs to the top turnbuckle. He leaps and delivers a crushing flying elbow to his opponent'schest.

Peter grimaces.

A42 INT. ARENA HALLWAY - NIGHT A42

A line of colorfully dressed wrestlers. A spunky CHECK-IN LADY sits behind a table taking information. A wrestler, clad in Robin-Hoodesque garb, stands beforeher. |

CHECK~IN LADY Down the hall to the| ramp..and lose the hat.

"Robin Hood" removes his hat,gives the lady a dirty look.

| CHECK-IN LADY (cont’d) Yeah, yeah, nice fightstough guy. Next.

Peter Parker steps forward. She giveshim the once over.

Yes.

38A. Rev.-Salmon 1/15/2001

A42 CONTINUED: - | | A42 TDR:

mES4sLk)

Peter turns exits. A male wrestler dressed as "Xena", steps up. |

cs CHECK-IN LADY (CONT’D) (takingit in) Let's goprincess.

B42 INT. ARENA - NIGHT | 7 B42 *

Bonesaw pulverizes a newvictim, CONTESTANT #2. He hurls him into the ropes, sendinghim careening back to the middle of the ring. Bonesaw grabshim, chucks him into the stands .

The crowd goes nuts. Bonesaw ROARS with rage. A HECKLER rises in his seat.

Bonesaw’s eyes zero on the Heckler. He balls up his fists , GROWLS, leaps from the ring.

Bonesaw pushes his way through thecrowd. The Heckler’ 8eyes go wide as Bonesaw bears downon him, grabs him by the throat, pops him one. _

Bonesaw grabs his folding chair, starts to make his way back to the ring, mumbling as he goes.

Bonesaw drags the chair toward the ring,finds CONTESTANT #2 ~ trying to crawl away. CONTESTANT #2looks up just as Bonesaw|. rears back, WHACKS him across the facewith the chair.

‘That's at for #2. He's out. The crowd howls.

The crowd demands more .

- Bonesaw climbs back into the ring, sits on a stool in his- = «=: corner. His bikini clad ring maidens, THE BONETTES, are quick to sponge him off ,give him water, massage hin.

MORE,MORE, MORE!!!!!

| “39.00 Rev.-Salmon 1/15/2001

B42 CONTINUED: . | poses B42

Set Bonesaw's had enough pampering rises, flexes; whips the crowd * | into a ‘frenzy. . ans

Bonesaw’s ready! *

Two pendulously-breasted CARD GIRLS strut around the ring with: * a banner reading ‘3:00 for $3,000”... *

| RING ANNOUNCER (0.S..)(CONT’ D) , *

...the sum of three thousand dollars eet will be paid to. we | | ce;

We find the RING ANNOUNCER standing behind a curtain on aramp + leading to the ring. He covers his microphone with his hand, — _* turnsto someone off screen. | ine Re |

| RING ANNOUNCER (CONT’D) am The Human Spider? That’s it? That's uel! | the best you got?

_SPIDER-MAN(0.8.) Yeah.

TheRing Announcer huffs.

tothe top of theramp where we find Spider-Man partially | hiddenby ablack scrim.

ee RINGANNOUNCER (connD)

AMAZING!ft...

The scrim starts to rise.

: RING ANNOUNCER (CONT’D) os- SPIDER-MAN!Sie

19,

wo

B42 CONTINUED: (2) oe B42

the scrim is gone, revealing Spider-Man, clad in a baggy, * homemadecostume made from old sweatpants, sweatshirtsand a * Balaclava. . = : | *

‘SPIDER-MAN | eae _(to Ring Announcer)| | . * That’s “The Human Spider." ace ae | oe

Get out there dipstick. | ®t

‘APA gives Spider-Man a shove. He takes in the arena,the *

+

crowd for thefirst time. He’s frozen, paralyzedby the

spectaclebefore hin. | os

Spider-Mancautiously makes his way toward the ring. The

|

Bonetteswait like hungry wolves on the ramp. They |

oe

mercilesslyheckle him as he goes, feel his muscles, taunt oe him, egg on thecrowd to do the same. :

ae

A gurney ¥with CONTEST #2, groaning in agony, wheels by. .

I can't feel my legs...II can’t feel my oon legs... Pe |

| Spider-Man watches them wheel him away, cautiously contimes.. -He crawls into thering, looks around. All of a sudden-- eS

CAGE! CAGE! CAGE! : :

Spider-Man scans thecrowd. Cage?

WIDE SHOT . 7

A flat structure with metal bars drops from the ceiling. Its aides, fold in,forma cage which sets downon the ring.

CLANG!! Stage Hands wrap huge metal chains around the comers, of the cage, lock inthe combatants. .

ueSpider-Man tests thecage.

te s xe SPIDER-MAN (CONT’D). | Oey r This ‘thing’ s|locked.=

" 19

AOA. Rev.-Salmon 1/15/2001

B42 CONTINUED: (3) | | B42 |

Spider-Man turns around, seesBonesaw standing center ring. +

Spider-Man flattenshimself against the bars. +

SPIDER-MAN + What amI doing here? +

Bonesaw rushes Spider-Man,lunges at him. ‘Spider-Man ‘leaps ©

+

out of frame. Bonesaw crashesinto the cage wall, bounces

+

off, crumples to the ground. He looks up, sees Spider-Man clinging to the topof thecage. +

|

The Heckler, bloody faced and back in his chair, isshocked. *

Bonesaw gets up, looks at Spider-Man. |

BONESAW

wy,Nag What do you think you’re doing?

Bonesaw’s furious, leaps--

--but so does Spider-Man, acrossthe cage, somersaulting to. the opposite side. He clingsthere, drops to the ground.

_Go Spider-Man? He looks around,scans the cheering crowd. wt Turns back in time to seeBonesaw about to grab him. He leaps-~

org

~-does a one-handed hand stand on Bonesaw’s head. He grins, ‘ confidence growing, fast. perme

lgFawe SPIDER-MAN Not a bad costume, what is that, Spandex? I used Lycra for mine and. it itcheslike crazy.

Bonesaw swats him down,grabs his leg.

40B. Rev.-Salmon 1/15/2001 |

CONTINUED: (4) | . - B42 —

Bonesaw thrashes him about, pitches him against the cage. _ Spider-Manfalls to the ground.

| SPIDER-MAN Owwww.

Bonesawdrags him out of frame.

+ SPIDER-MAN (CONT’D) + You know, technically it’s arachnid.

A shadowfalls upon Spider-Man. He looks up, seesBonesaw

flying athim, prostrate, with a flying elbow. Spider-Man's

eyes gowide. He flips his feet up, just in timeto place k them onBonesaw’s chest, kicking him into the cage.

Bonesaw slumpsto the mat, knocked cold. ‘The crowd freaks out. Flashbulbspop. :

Spider-Man! Spider-Man! Spider-Man!

Spider-Man,looks around the arena, raises his arms, triumphant.

The administrativeoffices, upstairs at the arena. The PROMOTER puts asingle hundred dollar bill into Spider-Man's ‘Pals (Peter is stillwearing the costume).

Now get outta here.

— PROMOTER Check it again, webhead. It said three grand for three minutes. You

'-youa hundred, and you're lucky to get - dit. You made my best fighter look |like a gird out there.

Al. Rev.-Green 12/18/2000

42 CONTINUED: _ a 42

C) | Enraged, Spider-Man grabs the guy by the shirt and pulls him closer. Aside of Peter Parker we've never seenbefore.

as SPIDER-MAN I need that money!

Spider-Man stares at him for a longmoment, burning with rage, he wants to bust this guy right inthe nose --

| —~

-~ but he turns and leaves instead, passing a- squirrelly- _lg looking GUY on the way in, his hair dyed platinumblonde.

Spider-Man walks away down the corridor, clutching the lousy hundred dollar bill, muttering under his breath. He's nearly to the elevator when he hears a SHOUT frombehind him.

Hey! What the helldo you-

p © 3 He turns, as the door to the Promoter's office BANGSopen ~— hard, shattering the glass, and the squirrelly-lookingguy races out, clutching a canvas bag. He isa THIEF.

ASECURITY GUARD approaches from one end of the corridor. The elevator behind Spider-Man DINGS, its doors startto open, and the Thief takes off down the hallway towardit.

eee _ SECURITY GUARD Hey, you! Stop that guy!

Spider-Man looks up, at the Thief racing straight at him, at the Security Guard giving chase, at the openingelevator behind him. He thinks, debates --

-~- and takes a step back. The Thief races right past him and into the elevator. |

The doors close and he gets away. The SecurityGuard arrives, SLAMS his fist on the elevator doors.

oat’ “~

a 42. Rev.-Green 12/18/2000 43 CONTINUED: | | — 43

The Promoter comes rushing up out of the office,a large red welt growingon his cheek.

SPIDER-MAN — I missed the part where thisis my —~ 19 problem.

He turnsand walks away, down the corridor.

As night falls, Peter walks down the street toward the library,dressed in street clothes again.He looksaround for Uncle Ben’s car.

Peter stands on the corner where Ben saidhe’d pick him up. Looks to the left, to the right. Not thereyet.

A POLICE CAR races by him, SIREN wailing, and heads forthe | far corner. We hear an AMBULANCE'S SIREN in theBG.

He takes an interest, moves across the street. As he walks, his brow furrows, two and two coming togetherin his mind in a bad way.

He walks faster. And faster. He elbowshis way through the back of the swelling crowd. Then the middle. As a desperate conviction grows in his mind, he thrashes,breaking through the front of the crowd and looking down at theground --

- where police officers stand over a body. It'sUncle Ben!

He lunges forward, but COPS stop him,pulling him back.

| COP 1 Hang on, hang on!

2 | | COP That’s not gonnahelp him! -*

| 43. Rev.-Green 12/18/2000

44 CONTINUED: oo | : 44

Frantic,Peter tries to reach his uncle.

COP 2 oe Hold on, kid! You can't help theguy.

He pushes in, moves to Ben, kneels, takes his head into his ide oe .

| | PETER (CONT'D) | | = Uncle Ben! Uncle Ben! It's me, Lg Lf Peter! : | ae - .

Ben opens his eyes, his mouth forms a smile, then the word "Pete." He dies. Peter cries, holding Aim. Sirens continue | in theBG.

Behind him, a THIRD COP turns around suddenly,radio in hand. — +

: COP 3 | They got the shooter! He'sheaded south on Fifth Avenue!

Very close on Peter -- listens intently, stoney-faced. *

An exaggerated shadow falls on the brick wall of an alley. A man tears off his clothes, violently. The shadowgrows bigger as the man startsto run, suddenly the shadowleaps, high into the air, sailing toward the building right infront of us.

The costume's still not right and he's not wearing a mask (or face paint), but make no mistake, this is truly THE AMAZING — SPIDER-MAN. He climbs straight up the building. We climb with him, rising higher and higher until weburst out over the root's edge.

'A46 Spider-Man jumps backwards, grabbing a flag pole,swinging onA46 it, allowing his momentum to hurl him to thenext building, which he scales quickly.

7) Rev.-Green 12/18/2000

CD mas ON THE ROOF, | | B46

he scans the horizon. He sees a cluster of police lights, |screaming down Fifth Avenue inpursuit. Spider-Man's right arm rises,‘Palm up.

THWIP!

Asilver strand of web fluid shoots out across the street. Spider-Man wraps his hands aroundit and leaps.

46 We leap with him, swinging out over the city,held aloft by 46 the tensile strength of theweb. We plummet down, ina graceful, terrifying arc, andas the ground races up toward us, Spider-Man's left hand rises-- THWIP!

Another web strand rockets outinto the night, the web-slinger shifts his weight to the secondstrand, abandoning the first, pulling himself back up in agraceful arc that leads him out into the avenue.

Well, above the avenue anyway, he's now swinging along» directly above the chase,which is below hin. = 19 =.

DOWN ON THE STREET,

Uncle Ben's Oldsmobile SCREECHESaround a corner and SMASHES through a row of newspaperboxes. Three police cars follow, not far behind.

Above, Spider-Man follows,unseen. He webs -- left, right, left, moving faster than thepolice cars, and THUMPS ontothe roof of the Oldsmobile.

INSIDE THE CAR, -

: Spider-Man's” fist SLAMS through the roof of the car and grabs hold Of: the Carjacker’ sface.

ON THE STREET,

the car swerves, bumps, scrapes through traffic. Cars SMASH into one another as itcareens through an intersection.

GUNSHOTS erupt throughthe roof of the car, fired from within, missing Spider-Manby inches. He leaps off the roof, on top of a speeding truck. |

ON TOP OF THE TRUCK,

Spider-Man stands up. Eyes on the Oldsmobile, he sees * something else. —

| 45. _ Rev.-Green 12/18/2000

B46_ CONTINUED: : | | ye

|A low bridge! Stretching straight across the street,right about at chest level for Spidey . | *

He triple somersaults, up, over thesbridge, and lands on the * roof of the truck again. The truck starts toslow, so he leaps again, onto the roof of the Oldsmobile.

INSIDE THE OLDSMOBILE,

_ Spidey lands right in front of us, staring through the windshield and then smashing a fist throughthe windshield, _ Spiderwebbing it.

47 | ExT MARINE BATTERY BUILDING NIGHT 47

The Carjacker loses vision and control,the Oldsmobile SMASHES through the gates of a creepy-looking building near the East River, Spider-Man still on its hood. | |

The car SCREECHES toward the front door of the building, 3 Spidey sees it coming, knows ha? ii be Crushed,sohe leaps, | up, out of sight. | . . -

FROM UP HIGH, =,

we see the Oldsmobile crash through andbarrel into the | > building. A second later, thepolice cars race up, radios SQUAWKING. | oo

‘Thecamera tilts up to reveal Spider-Manon the wall above them, clinging there. The police carspulsating light reveals him, fades and Spider-Man is lost in thedarkness. When the light again sweeps by, he is gone.

48 'INT. MARINE BATTERY BUILDING © NIGHT | 48

In a far corner of the building floor, the Carjacker cowers with his gun. The sweeping search lightfrom the police boat, throughthe dirty, leadedwindows, reveals only his outline.

Spider-Man descends, upside-down,from a web strand. He rotates, lands softly on his feetbehind the Carjacker.

The Carjacker whirls around, BLASTSa shot at Spider-Man. Sensing it, Spidey leaps, onto thenearest wall. The shot SMACKS into the wall where he was.

The Carjacker, whom Spider-Man seesonly as a silhouette, starts BLASTING at him, as Spidey leapsfrom wall to ceiling * to wall to floor, just inchesahead of the bullets.

46. | —- Rev.-Buf£ 1/9/2001

49 IN THE STREET, | | | 49

the Cops hear the shots.Weapons are drawn, rifles steadied. _ They cansee figures moving inside the building.

50 IN THE MARINE BATTERY BUILDING, | 50

Spider-Mandoes an acrobatic leap and lands on theCarjacker's arm,kicking the gun free. It SKITTERS across thecement floor asSpidey holds the guy wp, curls a fist -—

-- and punches the Carjacker in the jaw. The blow lifts the| man rightoff his feet, knocks his stocking cap off,and sends him sailing intoone of the unbroken windows, which SHATTERS. Spider-Manleaps into the window frame, grabs the Carjacker, pullshim to his feet. |

Spotlights from outside swing around to frame the pair of | combatants inthe window. |

DID YOU GIVE HIM A CHANCE?! THEMAN YOU KILLED?! DID YOU?! ANSWER ME!

Suddenly ,. the Carjacker’s face is revealed, brightly lit.His sguirrelly face. And his platinum blonde hair.

It is, God help him,the Thief who stole the money at the arena. The one Spider-Manstepped aside for.

ae 7 PETER (sont') No! No, not YOU!

Yes. Yes, hin. ‘Peter hurls him aside, ‘the Thief CRASHES against a wall andfalls to the floor. Peter starts to hyperventilate, tremblingin horror, realizes the ghastly truth:

He failed to stop the very man who murdered his uncle.

Images flood-back athim, fast:

The Security Guard,yelling at him:

| 47. Rev.-Tan 4/12/2001

51 CONTINUED: _ | 51

The Thief, standing inthe elevator, looking at him evillyas the doors close on hisescape. |

Uncle Ben's body, lyingin the street.

Back in the building, theThief stands up, not ten feet away from Peter. The Thief aimsthe gun at him. Blind with rage, Peter walks toward him. The Thief backs up. Peter advances. The Thief pulls the triggerand --

-- CLICK. Empty. The Thief backs up even further, trips--

-- and CRASHES through a window. Peter lunges forward, tries to grab him but misses, andthe Thief falls fifty feet, SMASHING into a wooden dockbelow. Dead. The money flutters down around the body from thecanvas bag.

55 OUT ON THE RIVER, oe | 5

a police patrol boat CHUGS into view,swings a spotlight around toward Peter. They get justa glimpse of hin.

CoP YOU, FREEZE! DON'T MOVE! WE'VE GOT THE PLACE COMPLETELYSURROUNDED!

The Cops raise their guns to fire,but Peter disappears from the window, headed up -- |

-56 IN THE MARINE BATTERY BUILDING, : 56.

-- and by the time the rest of the lights hitthe window Peter is gone. Across the building floor, aDOZEN COPS SMASH through the door, shine flashlights everywhere.

The building is empty.

Peter, still wearing the suit but not the mask,drops his head in his hands on top of a building nearby, alone. All sound drains away, all sound except Peter's soft voice-~-

wg oeoe

| 472. Rev.-Tan 4/12/2001

57 CONTINUED: _ 57

() | | PETER

Uncle Ben...

| 48. Rev.-Buff 1/9/2001

57 CONTINUED: (2) | 57.

Stillwith his mask off, tears run down his face.

Pulling away,we see he's sitting on a stone gargoyle,jutting out from theroof of a lonely building, silhouettedby the | full moonof the night he will never forget.

58-60OMIT | | 58-60

A61 INT. PARKER HOUSE NIGET A61

Peter at thefront door. Opens it. Enters. Throughthe window, we SEEAunt May in her bathrobe (she'sbeen waiting up). We watchPeter tell her the bad news. Herreaction. He moves to her,holds her. |

Abunker sitsburied in the middle of nowhere, warningsigns postedall aroundits perimeter:

Rising above the signs,we see SECURITY PERSONNEL, sporting machine guns, surroundingthe bunker, lit up by harshwhite light. |

A62 INT. BUNKER .NIGET A62

We find a small groupof military brass, headed by General Slocum, and a handfulof Quest AeroSpace employees.

_ PROJECTCOORDINATOR Ithink you're gonna like this General. The BADGER is getting ready tofire upon its target.

The brass peer out,some with binoculars.

B62 EXT. BUNKER - NIGHT. B62

The BADGER approachesa military truck, fires, blows it to bits. | |

C62 INT. BUNKER - SAME : C62

_ | | | 49. Rev.-Buff 1/9/2001

C62 CONTINUED: C62 ..

C) |Nel | | _ GENERAL SLOCUM

It's got firepower,but what about armor?

| PROJECT COORDINATOR| It's vastlyexceeded all external | * stress tests. It gives as well as it takes, General. .

I want to seethe figures, but if it | does whatyou say it can, I'll sign | the contracttomorrow.

O.S. A FAINT WHINE

YOUNG EMPLOYEE : | What's that? | *

PROJECT COORDINATOR «| Something's headedfor the BADGER. * |

D62 EXT. BUNKER - SAME D62

A figure flashes past. The Badger'sblown to smithereens. The SECURITY PERSONNEL raise theirmachine gunsand fire * bursts into the sky at the unseen object. They are mowed down * _from a hail of rockets that streak from the sky. *

E62 INT. BUNKER - SAME | E62

The military brass are shocked.

They hear a faint WHINE. It grows louder, the soundof a * turbine engine, working hard. . *

The WHINING SOUND crescendos, ZOOMING right at them. — | *

wm, ‘eae. ; ies7weer?oe+

49A. Rev.-Buff 1/9/2001

E62 CONTINUED: | E62 |

CY GENERAL SLOCUM (cont’ d) * ~— Oh, my God. *

The interiorof the bunker is lit up with a bright flash. *

—-

50. Rev.-Salmon 3/28/2001

ae! — F62 EXT BUNKER NIGHT nee, F62

| There is a massive explosion in the bunker. Fire and debris | shoot through the. observationslits. cee de wo

A hideous CACKLE is heard disappearing into the night.

G62 OMIT G62

H62 EXT OUTDOOR AMPHITHEATER DAY H62

Hundreds of mortarboards fly into the air- and a great CHEER rises up fromthe bare-headed HIGH SCHOOL STUDENTS oo Graduationday.

IN THE CROWD,

the GRADUATES swarm everywhere, hooking up with their jubilant.; PARENTS. Norman Osborn and Aunt May, separate from one i. another,searching for their kids.

Favor Peter looking for Aunt May. He sees Harry.

| HARRY Good news. My father owns a building downtown with an empty loft he said we could have. Why not move in withme when you get to the city.

be, We'll work_ Something out..

emamesFewee« me lowe

51. Ss Rev. -Goldenrod12/22/2000

H62 CONTINUED: . aes ee | mez

PETER ae :

\ 4

his fingers) * : (crossing Gottaget a job first. = eo

ANOTHER ANGLE cia Ee, ae

Favor Aunt May and Norman ‘Osborn still searching.Aunt May *

| *

spots Norman.

AUNT MAY | Mr. Osborn... I'mMay Parker, Peter's|— * aunt. I'veheard about you. | | - *

| OSBORN : 7 oe : Aunt May. How do you do? Can't find | : co

(spottinghim) | | Re There'sHarry. | te

Harry appears with his diploma. Norman looks at him, a tight * smile. - COR”

HARRY ny os

OSBORN | You made it. It's not the first tle - I've been provenwrong. 7 Congratulations.

Peed

51. -|—s«RRev.-Goldenrod 12/22/2000

H62 CONTINUED: . fe | H62 °°

—) . . oe “penien - ne

ue :

(crossinghis fingers) * Gotta:get a job first. | | *

| oe a eeeere

ANOTHER ANGLE

Favor Aunt May and Norman.OsbornstillSearching. Aunt May | *

| | *

spots Norman.

AUNT MAY oe : (spottinghim) | ne : ge : There'sHarry.

Harry appears with his diploma. Norman looks at him, a tight a )

ae |

smile.

52. Rev.-Goldenrod 12/22/2000:

H62 CONTINUED: (2) . . H62

Heholds outa hand. Harry takes it, accepts the firm handshake.. | :

Thanks . |

‘ AUNT MAY (hugging him) Congratulations ,Harry.

Osborn' s face suddenly lights up, noticing something over Harry ‘sshoulder.

OSBORN .. Ah hah! The winner of the science. | :* award. *

Peter appears,carries his diploma and scienceaward. *

AUNT MAY wh Here's our graduate | : | an (she hugs him) ne You two looked so handsome up there. ,

Osbornputs his arm around Peter.

I know this has been a hard time for oan you, but try to enjoy this day. Commencement: the end of something. The start of something new.

Favor Harry ‘watching his father and Peter. Harry spots M. J 49° withFlash and her crowd. He moves toward her. _

Flash puts his arms around M.J.'s waist, she pulls away. A m few wordsbetween them. We see her remove something fromone _ of herfingers, hands it to Flash. Flash is stunned, angry, hehurls it over the crowd and stalks off. Harry.sees this, -* looks back over at Peter, still next to his father. Harry - moves toconsole M.J. | |

Aunt May and Peter have just come in. Peter carrying his~ _-. gown, moves slowly to the stairs.Aunt May holdshis asplona _ andhis scienceprize. She watches him start up.

Rev.-Goldenrod 12/22/2000

J62 CONTINUED:

Ne AUNT MAY

May I fix you something? 7 oo

os 8 PETER

She watches him, recognizes the sadness...

e

nek

geEESye

wd4oneey “aftof: ohates3“otTigre : oy

veatSeenSemtteSeb

53. Rev.-Goldenrod 12/22/2000

() ce, K62 INT PETER' S BEDROOM —-NIGHT ae K62 *

Petersits on the side of his bed. His door left ajar. Ina moment Aunt May appears at the door, knocks. Enters. She looksat him, then puts his diploma on his desk andhis scienceprize on a shelf along with a few other awards.

She moves to the bed and sits beside him. Finally:

| . PETER | I missed him a lot today.

| AUNT MAY I know. I miss him too. -(takes his hand) But he was there.

I just wish I hadn't -- ; eee

PETER| He tried to tell me something important and I threw it in hisface.

She waits another motient, then squeezes his hand and gets up. Moves tothe door.

She leaves quietly closing the door all the way. Peter gets up,opens a dresser drawer, moves some sweaters out of the. way, digs ail the way to the bottom of the drawer.

Ly where his Spider-Man costume is crumpled, the red sweatshirt lyingon top of it. The epider outline, cketched on itsfront... i. ys

54. Rev.-Goldenrod 3/9/2001

K62 CONTINUED: - | - ns ADS ee K62

gene BEN (V.0.) 0

pee oe | |

Remember... with greatpower comes_

| | -

| a ;

| . great. responsibility.

nae : We HEAR the approach of|what‘will,become.a‘GREATROAR.

DISSOLVE TO: -

L62 EXT MANHATTAN = DAY ae 462

The skyline of Manhattan as a train ROARS out.of a tunnel and heads into the heart of the city.

62 OMIT OS ae a : eee

63° EXT DELI. DAY a ae

A ROBBER races out of a ‘Korean‘deli, gun in one hand, sack of i ° money in the other. The GROCER chases him out,carrying a |.* ‘baseball bat,the Robber turns, to shoot him, when suddenly

<= THWIP! | A web-strand wraps around the gun and yanks it” , sharply out ofthe Robber's hand. Stunned, both Robber and Grocer turn.

OA shadow disappears into the night, barely seen. ;

a

64 EXE = STREET =—~—DAY : Be

A CABBIE leans against, his cab, talking to a couple other | CABBIES.

.. & |

This is not aman. My brother saw it Foanease a nest in the Lincoln Center

adexrot “SENELRY STORE “wien

- gizven SCREAMING.TWO COPS race up to the glass doors, which : have been smashed,the store's alarmWAILING.

“the Cops:suddenlylook up, over the door,where they see TWO. JEWELRY THIEVES and theirbag of lootcaught in a web-net,.; _ danglingfrom a lamppost, tiedup neatly for them.

a6é “xr |CONSTRUCTIONSITE | ‘DAY

; She . Pa*,eefete5eea

iseaesbeeAvant.

54.) | Rev.-Tan 4/12/2001

K62 - CONTINUED : | | K62 __

| UNCLE BEN (V.0.) Remember...with great power comes great responsibility.

We HEAR the approach of what will become a GREAT ROAR.

DISSOLVE TO: |

L62. EXT MANHATTAN DAY” | | 162

A train ROARS out of a tunnel. | |

Peter sits in. the train, staring at the skyline, a pile¢of college textbooks in his tap.

A63 ‘EXT. MANHATTAN pay oe Se A63

i Manhattan is in the background as the train heads into the heart.of the city. |

A ROBBER races out of a Korean deli, gun in one hand,sack of money in the other. The GROCER chaseshim out, carrying a baseball bat, the Robber turns, to shoothim, when suddenl

-- THWIP! A web-strand wraps around the gun and yanks it sharplyout of the Robber's hand. Stunned,both Robber and Grocer turn. eS

A shadow disappears into oe night, barely seen.

'A CABBIEleans against his cab, talking to a couple other CABBIES. — : a oe |

| | _ CABBIE en ae

(heavy accent) . This is not a man. My brother sawit building a nest in the Lincoln Center fountain.

A POLICE CAR SCREECHESto a halt in front of a jewelry store, siren SCREAMING. TWO COPS race up to the glass doors, which havebeen smashed, the store's alarm WAILING.

54a. Rev.-Tan 4/12/2001.

65 CONTINUED: > 65

) The Cops suddenly look up, overthe door, where they see THREE JEWELRY THIEVES and theirbag of lootcaught in a web-net, dangling from a lamppost, tied upneatly for them.

AGE EXT CONSTRUCTION SITE DAY . ee \

TWO CONSTRUCTION WORKERS dangle their feetoff a beam while eating lunch. |

55. Rev.~Buff 1/9/2001

A66 CONTINUED : | AGG

CONSTRUCTION WORKER

OO)

Have you ever seen his face? Neither have I. Wait until his wife figures + out he's running around in tights.

B66 EXT DARK STREET NIGHT - B66

A WOMAN holds out her purse, huddling before a MUGGER,who's holding a gun on her -~-

--until he's suddenly gone, swept up into theair by the red andblue blur that flashes through the frame.

Her purse falls back into frame. She scoops it up. ANote attachedreads, "COURTESY, YOUR FRIENDLY NEIGHBORHOODSPIDER- Ee MAN." | |

C66 EXT POLICE STATION DAY , | C66

AUNIFORM COP talks excitedly with a couple otherCops.

CoP Never mind the vigilante thing,you e seen all those webs he leaves allover + the city, I'm gonna site the guyfor littering. t+

D66 INT DAILY BUGLE ‘DAY | D66

WHO ISSPIDER-MAN? | Costumed FigureSaves Fire Victims

It's theheadline of a tabloid newspaper, the DailyBugle. There'salso a large photograph, of a burning building,and a fuzzy,indistinct figure crawling up the side of it.

The paper lowers with a crumple, revealing the face of Z. JONAHJAMESON, owner of the last flattop haircut inAmerica.

HOFFMAN, an employee of The Bugle enters the office, interrupting the meeting Jameson is having with his city editor, ROBBIE ROBERTSON.

Me 19

55A. Rev.-Buff 1/9/2001 3

D66 CONTINUED: D66 _

mne-wE moS :

JAMESON

OO

We have a page 1problem. Shut up!

| JAMESON * - in a fire heprobably started! Something goes wrongand this creepy crawler's there,what's that tell ya?

_ — | 56. Rev.-Buff 1/9/2001

D66 CONTINUED: (2) D66..

C) | | ROBBIE sant

Boss, he's a hero.

JAMESON | Then why does he wear a mask? What's he got to hide? +

HOFFMAN oF We double sold page 6. Both Conway + and Macy's bought three quartersof + it. +

| ROBBIE Every copy.

Spider-Man, page one, tomorrow! With a decent picture this time!

Jamesonturns to Hoffman.

HOFFMAN — | There's a problem with page 7. *

JAMESON 4 Then move them to page8 and tell ‘em 4 we'll give ‘em an extra column inch. + Get out of here! | +

| 7 - ROBBIE | OS Can't get a picture. I've hadEddie on it for weeks, nobody ever getsmore than a glimpse of hin. |

a

am: 19

-'56A. Rev.-Tan 4/12/2001

BUGLE DAY ; | E66

C) E66 ExT DAILY

His voice continuesover the exterior of the building:

| JAMESON (0.S.) Then I'll make him INFAMOUS!

66 OMIT on 66

_A67 OMIT | ae

57. — Rev.-Tan 4/12/2001

A67 CONTINUED: _ A67

B67 OMIT - 4 | BET

C67 EXT CHELSEA STREET DAY | C67

We're lookingthrough the glass doors of MOONDANCE, a seedy- looking dinerdowntown. Inside, we see Mary Jane Watson, wearing ahideous orange waitress uniform, being beratedby a SURLY COOK. She punches a time clock, grabs a raincoat,and stalks outof there. —

As the doors open, ablast se Woree acd grease washes out after her. Shemakes her way down the street. The guy : passing her stops,checks her out. Itturns out to be Peter.—

'j

| 57. ‘Rev.-Green 12/18/2000

A67 CONTINUED: | | A67

Peter makes his way up a flight of steps. As he reachesfor thedoor, it is opened by a one-armed professor,DR. CURT CONNORS. Connors carries a cage which houses a lizard.

PETER ~ Dr. Connors.

| DR. CONNORS You're an hour late Parker. Class is over. You've missed another session.

Connors sighs, looks at Peter. He looks likehell, tired, disheveled, bumped and bruised, his hair half-singed.

PETER | Professor, please let me explain. we ig — DR. CONNORS . This is a paid internship,do you know how many freshmen appliedfor it? |

Dr. Connors puts his hand on Peter's shoulder, ‘starts to leave. ;

Dr. Connors walks away leaving Peter with his thoughts.

B67 OMIT | | ee «B67

C67 EXT CHELSEA STREET DAY | coy.

We're looking through the glassdoors of MOONDANCE, a seedy- * looking diner downtown. Inside,we see Mary Jane Watson, wearing a hideous orange waitressuniform, being berated by a SURLY COOK. She punches a time clock,grabs a raincoat, and stalks out of there.

As the doors open, a blast of NOISE and grease washes out after her. She makes her waydown the street. The guy oe passing her stops, checks herout. It turns out_to be Peter. *

58. Rev.-Blue 4/18/2001

C67 CONTINUED: C67

Hey!

(doesn't look up) Buzz off! (keeps walking)

| PETER Mary Jane Watson?

She freezes. As if hearing her own name frightens her.

(turns, lights up, pulls her ~Yaincoat closed) Peter!

An audition. So you’re an actress now.

Working steady. In fact I just got off a job. coe :

58A. Rev.-Blue 4/18/2001

C67 CONTINUED: (2) : | C67 : ees ss PETER (cont’d) | a | going to college... — (holds up the classifieds) OF

looking for a job, saving the world. But you! Look at you. You're OF actually living the life you dreamed about. # oF

Suddenly, the doorto the diner opens and the Surly Cook steps out, clutchinga pile of restaurant checks in his meaty fist..

59, Rev.-Blue 4/18/2001

C67 CONTINUED: (3) C67

He goes back inside, BANGING the door shut behind him. M.J. looks down, can't look Peter in the face. By way of an explanation rshe opens her raincoat, flashes himthe uniform.

| M.J. (cont’ d) Some dream, huh? But it's just temporary. Few extra dollars.

si

PETER

neem

..Harry?

(sees his look)

ON

Aren't you guys living together? We've been going out. Didn'the tell you?

SE

I think he'd hate the idea ofmy waiting on tables. He'd think itwas low.

-M.J.laughs.

59A. Rev.-Blue 4/18/2001

| |

C67 CONTINUED: (4)

Sa,intl

How come you always make me feel better? ,

smiles. Shrugs. An awkward moment. He

| 60. Rev.-Blue 4/18/2001

C67 CONTINUED: (5) | ) C67

Finally, he turns and starts off in the other direction. He walks alone.

Walks on.

D67. EXT HARRY'S APARTMENT DAY | ‘D67

A cool place in Tribeca.

E67 INT HARRY'S APARTMENT DAY | | “E67

The door opens. Peter enters, downhearted. He spots Norman pacing around, speaking on a cell phone. Norman nods to hin, Peter nods back. He SEES Harry at the diningroom table. College textbooks open. Harry turns,out of sorts.

HARRY : Stormin' Norman making his weekly inspection...Spends half ofit on the phone. (re: openbooks) Man, am I glad you're here.

ee 61. ——s&Rev.-Green 3/5/2001 E67 CONTINUED: | | ong E67

PETER | ' No. I, uh... I was late and Dr. Connors fired me.

HARRY | Late again? What is it with you? _Where d'you go all the time?

Around.

Osborn hangs uP his phone.

He turns. Norman Osborn is walking toward him, all smiles.

Who?

Dad... 7

| “OSBORN I think he wants me to meet this one, and believe me, it's the first time

- HARRY (sharply) Dad.

Osborn stops,looks at Harry -- what? Peter looks at Harry too, but Harryavoids his gaze.

62. Rev.-Green 3/5/2001

E67 CONTINUED: (2) _ en E67

Peter shakeshis head, makes his way toward the kitchen.

| PETER Oh, no. I appreciate at, but ape be fine.

What do you want from me? I'm trying to keep my grades up.

Peter notices a copy of the Daily Bugle on the kitchen counter. He picks it up, looks at the front. page.

Peter looksup from the front page of the Daily Bugle, which he'sbeen studyingintently.

62A. | Rev .-Green3/5/2001 E67

E67 CONTINUED: (3)

counter, where we see the ' *

He tosses the Bugleback on the

a crude sketch of Spider-Man's face,

front page. There's

| :

under the headline:

WANTED: PHOTOGRAPHIC PROOF

Bugle Offers Reward!

| 67

is suspendedin the cornice on the third floor

A 35MM camera

inthrough the lens, we see a red

of a building. Peering light flashing.

THROUGH THE CAMERA LENS,

Shutter" flash inred in the lower right

the words "Auto corner of the frame.

61. = —”—séRRev.-Goldenrod 12/22/2000: “

E67. CONTINUED: E67

| BARRY (cont!d) *

I need your help, I'm hopelessly lost.

what's wrong with you? Bomeboay run

over your. dog?

-PETER No. I, uh... I was late andDr. Connors fired me.

Osborn hangs up his phone.

He turns. Norman Osborn is walking toward him, all smiles.

_ OSBORN (cont’d) Maybe you can tell me who she is.

ee _ HARRY

SoS OSBORN He wants me to meet this one, and ; believe me, it's the first time that's

Les HARRY

es (sharply) Dad.

Osborn ‘ateps,Looks at Harry -- what? Peter looks at ‘too,but Harry avoids his gaze. |

al

62. Rev.-Goldenrod 12/22/2000

E67 CONTINUED: (2) 7 E67

oe _ PETER | Sorry. Harry hasn't mentioned her.

roe HARRY (to change the subject) Dad, Pete's looking for work. Give him a job, why don't you?

| OSBORN I know you can. Interesting, isn't - it, Peter is looking for work. As in, ae - actively seeking, rather than re strenuously avoiding. :

What do you want from me? I'm trying rakes to keep my grades up.

Peter notices a copy of the Daily Bugle on the coffee table.. He picks itup, looks at the front page.

| - OSBORN | What other skills do you have Parker?»

Peter looks up from the front page of the Daily Sugle, which he's been studyingintently.

He tosses the Bugle back on“the coffee table, where we see the | front page. There's a crude sketch of Spider-Man's face,| — under the headline:

seis pucmocnataie secs *

LS Bugle Offers Reward!

A 35MM camera is suspended in the cornice on the third floor4 of a building. Peering in through the lens, we see a red...

| :

light flashing.

NSwtLg ng the words "Auto Shutter" flash in red in the lower right corner ofthe frame. .

Hk

63. Rev.-Pink 2/15/2001

67 CONTINUED : | 67...

We're looking through the viewfinder now,watching as THREE BANK ROBBERS emerge from a bank, guns drawn,hostage in tow.

A dark figure swings into view and does battle with the bank robbers. The camera on the cornice suddenlyFLASHES, and in that flash-instance, we get our first goodlook at --

-- THE AMAZING SPIDER-MAN,in his new, improved,extremely snazzy costume. The image freezes, changesto --

68-690MIT | : : | 68-69

A70 INT DAILY BUGLE - NEWSROOM DAY A70

-- the resultant still photograph. A hand flips past it, to more pictures of Spider-Man, all good shots,swinging, flying, web-shooting. Robbie Robertson looksup, in the newsroom of the Daily Bugle.

‘ROBBIE

- all staff personally.

They hear SHOUTS from the office acrossthe hall.

: JAMESON (0.S.) IS THAT WHAT I SAID?! ISTHAT WHAT I ASKED?! I SAID A PICTURE,EDDIE, NOT AN INK BLOT! WHY THEHELL CAN'T. ANYBODY BRING ME DECENTART ON THAT FREAK?! GET THE HELLour OF HERE!

7 "ROBBIE He fires 'em that way, too.

EDDIE BROCK, another young photographer, comesout of Jameson's office. Brock is shabbily dressed.

Brock walks away. Jonah Jameson appearsin the doorway, shouts after hin.

63A. .. __ Rev.-Pink 2/15/2001.

A70 CONTINUED : | | A70

He turns, sees Peter, inexplicably continuesin shouting mode.

oo ee | 64. “Rev.-Buff1/9/2001

A70 CONTINUED: —s—=@w , | RTO

Jameson sits behind his desk,flipping through the | photographs. Peter is across from him, nervous, but Robbie gives him awink -- hang in there.

JAMESON

| They' re crap. | (£1ip) | Crap.

_ (flip) Crap. (£1ip) Megacrap. I'l give you three hundred for all of 'em. | | *

PETER oe

| : es | pe That seems a little low. | | *

| | | | JAMESON | He *

Peter rises, starts to collect the photographs. *

| freelance fee. *

Jameson takes the photographs back and hands them to Robbie muttering as hepoints to one in particular. | | *

JAMESON (CONT'D) | &

| ce : - | | 7 Tear up page one, run that shot coset | | : | instead. pi Peterdoes a ‘double take~—- pageone?!

, JAMESON | Spider-Man, Hero or Menace? Exclusive Daily Bugle photos! |

Hi munscalihs-souhrscimernrshirsaisharrSRRSceaveyoonUncraeecceeniereoeeoesroranecnigenndirinstosatucannrnamesteacaunaaanetaraeeereTECTIAONahs SneaTeHEEDTAEPL RTTOSSILLNOPESORT ECNOATENOEYTOCATNEeeERREDON4 FRAOERONO agnor

- ae 64A. Rev.-Buff 1/9/2001 70 CONTINUED: | 70...

JAMESON : | Tell you what,Atticus, you take the pictures, Imake up the headlines, okay, that alrightwith you?

65. Rev.-Buff 1/9/2001

70 CONTINUED: (2) 70 ,

MONTAGE:

A71 EXT. NONDESCRIPT BUILDING -NIGHT A771 *-

We see a web. A camera flashes. *

Jameson, Robbie and Peter in Jameson's office. - Rebbie hands Jameson a front page mock-up witha photo of Spider-Man in | action. The Headline reads: |

"NY CHEERS COSTUME HERO

Jameson frowns. Crosses out "CHEERS" writes in "FEARS," crosses out "HERO" writes in "COWARD." Holds up the paper. Headline now reads:

NY FEARS COSTUME COWARD

Peter sees it. | | - *

A72 INT. JAMESON’S OFFICE DAY A772 *

Peter brings in an envelope, hands it to Jameson who opens it. * More Spider-Man photos. . *

Robbie hands Jameson another newspapermock-up with a Spider~- Man photo on the front page and no headline.

Peter reacts. |

Robbie, Peter, Jameson. A newspaper is lowered tohis desk.

_

Close shot - The headline shouts: re *

m.- 9

66. ‘Rev.-Buff 1/9/2001

73. CONTINUED: 73

"BIG APPLE FEARS SPIDER BITE!"

Pull back -- all.

_PETER | Why areyou so hard on him? He's on the sideof the law. |

JAMESON ; He thinkshe is the law. There's no place in this society for vigilante OE be justice. Once one person takes the law inhis own hands, it's anarchy. +

-74-750MIT 74-75

A76 EXT. OSCORP CORPORATE HEADQUARTERS = DAY A76

A sprawling high-rise adorning the Manhattan skyline.

Norman Osborn sits at thehead of a long table in the OsCorp board room, concluding ameeting. The cat who ate the canary.

Mis. «..LO

oe | .66A. Rev.-Tan 1/29/2001

76 CONTINUED: : 76 |.

| OSBORN | In addition, we've secured three major new governmentcontracts and I'm pleased to announce thatas of today, OsCorp Industrieshas surpassed Quest Aerospace as theprincipal supplier to the United Statesmilitary. In short, ladies and gentlemenof the board, costs are down,revenue is up, and our stock has neverbeen higher.

Simultaneously, they all close theleather-bound folders that were open in front of them. Balkansits forward.

| | BALKAN That's wonderfulnews, Norman. (clears histhroat) In fact, it's the reason we're selling the company.

‘OSBORN What?! |

|

67. Rev.-Goldenrod 3/9/2001 /

76 CONTINUED: (2) | . | | ( 76 ©

OSBORN

So 7 Fargas, what the hell 's going on here?

Fargas doesn't respond. : |

| Quest is expanding and they've madea

tender offer we can't ignore. —

ce Why wasn't I told about this? oO |

7 _ The last thing they want is a power | |

struggle with entrenched management...

They want you out, Norman. The deal . ae isoff if you come with it. The board expects your resignation in thirty days.

- | - (to Fargas) - ca”

*pete=’:“tamineacheettwte|Tewcweemae ‘Norman quickly scans the faces of the hostile board nenbers.

The boardis unanimous. I'm sorry. We're announcingthe sale right after the WorldUnity Festival. |

| a “ You're out,Norman. pe a eeeemt ne eel7 : _

17 EXE TMs ‘SsqUARE DAY

“An enormous,’"multi-colored globe stands over Times Square, today the site of World UnityFestival, a festivalof healing,. _and unification.

tt | =

ON THE STAGE Clepe

ar, OO Macy Gray entertains thecrowd with a soulful renditionof.

67A. Rev.-Goldenrod 3/9/2001

INTHE STREET ee |

Peter Parker works his way through the crowd taking pictures. Throughthe lens he spots a YOUNG MAN reading the DailyBugle. Peterfocuses on the headline which reads--

"Big Apple Dreads Spider Bite!"

Peter lowers his camera,shakes his head.

He takes. inthespectacle before him, continues working his way throughthe crowd taking pictures.

ier

vo : 68. Rev.-Buff 1/9/2001

| 7 . re

77 CONTINUED:

Giant balloonsfloat in the air. Thousands are in attendance here, the vibeis sweetness and light.

“ A MOTHER buys her seven year old boy, BILLY, some cotton candy. Five stories up, a balcony on one building hasbeen convertedinto

A REVIEWINGSTAND,

buttressed bytwo Hercules statues, one at each corner, which - appear tobe holding the reviewing stand aloft.

All this under a large banner which reads"OSBORN INDUSTRIES WELCOMES YOU TO THE3RD ANNUAL World Unity Festival."

NINE ANGRY MEN AND WOMEN,the OsCorp board of directors, sit in a rowin suits and ties, chatting up other DIGNITARIES. Balkan andFargas are smiling, but it's sorta gruesome.

Harry is fixing a UNITY DAY pin to M. J.He stands back to” study her. :

Of course I do. You're beautiful.

ANGLE ON PETER INTHE STREET,

Peter raises his camera,squeezes off a few shots.

THROUGH HIS LENS,

Peter scans the balloons, the floating streamers, comes to a Hercules statue. He tilts his camera up the statue's torso, zising up, tothe balcony's edge, up past Harry and M.J., up

He sees Harry put his arm around M.J., leans in for a‘kiss. Time slowsdown, Harry's mouth approaches M.J.'s, the worst is about tohappen, but at the last second --

-- M.J.turns, giving Harry cheek when he wanted lips.

Ne

| 69. Rev.-Yellow 2/23/2001

77 CONTINUED: (3) a 77

ON THE STREET,

Peterwhips the camera down, pumps a fist in the air. Hope!

Harry, his cheek turned, is looking down at the street. He sees Peter,who looks back up and sees Harry. They each see each otherseeing each other. Harry, caught in the act:

ON THEREVIEWING STAND *

Harry averts his gaze from Peter, puts his arm around M.J., + ushersher away. *

ON THE STREET *

Peter's expression suddenly changes,completely, his eyes widen. We leap outside him as --

HIS SPIDER-SENSE

goes off, slowing everything to a crawl. Spidey P.O.V. races all aroundhim, searching the crowd for any sign of danger, but findingnothing.

BACK ON THESTREET,

things returnto normal speed. Peter looks around, puzzled.

ON THE REVIEWINGSTAND,

Harry leads M.J.through the balcony crowd, spots Balkan and * Fargas, walksup to then. _. *

| HARRY (cont’ d) * Have you seen my father? ; *

The two board membersshare an uncomfortable look. | *

I'm not sure he'll be joining us. | *

Balkan and Fargasturn, hear something. So do the others ot around them. It'sa high-pitched WHINING sound. Harry and * M.J. look for thenoise, make their way to the balcony edge. *

ON THE STREET,

Peter is really goingcrazy, certain there's a problem somewhere,but not sure what it is. He looks up.

eesadeet «ARMe:

| 69A. Rev.-Yellow 2/23/2001

77 CONTINUED: (4) |

a

something darts in and out of the clouds, something small and very, very fast. =.

ON THE REVIEWING STAND,

Fargas is squinting up into the sky, at the source of the whining.

(CONT!D) . *

What is that? a

Balkan joins him.

| “| |

eal “

|

rokcgttaesngighyetatelyoyay

70. Rev.-Goldenrod 3/9/2001

He raises a pair ofbinoculars.

(cont’d) | | . BALKAN What the devil! Is that our wing? . |

IN MID-AIR,

we're flying, a first-personshot. A deranged CACKLE echoes | over the whine of a jet~-engineturbine.

ON THE STREET,

whatever-it-is comes through for another pass,lower this time. But it passes so fast,zigzagging through the floats, - | that we can't really get ahandle on it. — coe!

Balkan and Fargas look troubled. But the crowd APPLAUDS, all_ smiles. They like this bit. °

INMID-AIR,

whatever~-it-is curls up into the sky, banks and hovers, a turning right toward the.reviewingstand.

From behind it, we see that it'sa figure atop a flying thing, and the figure reaches down to his belt and detaches some kind - of device, the size of a softball,with vertical buiges like mer those on a pumpkin. As he raises thedevice, we get our first. ..:,, Lookat...

THE GREEN GOBLIN!

He's clad in a form-fitting dark green suit. densely layered “i ‘withcomplicated circuitry, a suit wehave seen before, in the. OsCorp lab. Over his face he wearsa grotesque, green demonic

small flat flying wing, ~ he has both legs astride a

| mask, and big enough for one -- also the onewe saw in the lab. . the Goblin CACKLES, a hideous laugh thatechoes over the 28

‘street. a

(ON THE STAGE

-. Macy Gray, her background singers and dancers stop performing, : 'look around. Weren't informed regardingthis part of the « . " “mahow." a loa. a | =, Ki

And the crowd CHEERS! They love this guy!

ve a ae

: 770A. ~—sRev.-Goldenrod 3/9/2001

77 CONTINUED: (6) 7 - 77

The Goblin twitches and the Glider responds immediately, _ banking andplummeting oo,

, 77 ‘ 2 2 x ama" stra t wn towar e reviewing stand*

;

; . .ha

,

;

| oe were hla eeveeame weed .

Ca fetes2 weetee‘ . oowee - aoe *aeee nkee”. tee

~; +

' . . Tay .

* [3

{1 “a ca 1 e * 1 ‘ .

|j * weermt ee . fas 7 |: *eo . ”.aed: 7 - ; ;

- Foyt:# .

i .* * . UJ j . ; . ; . “ we ~ot teeee - waneoeome:orwm Paaes mw, enmsmswe me weesmmm teeson

~ .

+.*

& + .

iu‘ .”~* tee+ane~ee+ . * . ... . i f' * 1 , * . \, fo; err a we ... ra 5 ed wee ~ “ef ~Oy

, | "71. —sRev.-Goldenrod 3/9/2001 -

The Goblin datonates the device he holds (apumpin bomb) and hurls it toward oneof the Hercules statues. —

KA-BOOM! Hercules crumbles .. .The reviewing stand begins to @ollapse, lurches lower, sways, V. I.P.8 vonp le,M.J.is thrown forward, Harry backwards. | . es

Debris showers the pavement below, nearly crushing terrorized CITIZENS..

THE STAGE | a | ON

Ms. Gray's security guards rush in, coverher, escort her to *

ane SEES ts

safety.

Ne

ON THE STREET,

Peter elbows his way“theoagt the crowd and takes off ‘toward cog:

, BP

the mouth of an alley.

ON THE REVIEWING STAND, | oe ES

there is a shudder, a CRACK and the entire stand drops ia few . Sree | Leet. M.J. is splayed precariouslyon the dangling paren -. Dalustrades .

Harry gets to his feet, goes‘to her. But hisa weight causes :

Hercules CRACKS yet again. MAJ. is tossed further to the. outer edge of the balcony.

soars upward. Takes another pumpkin bomb from his pouch and© 2

ot THE REVIEWING |STAND, - wegetatesa we. i

the bomb -‘lands with a {THUNK, bounces to a stop right in front of the members of the OsCorp board. The bomb WHIRSa few feet” _into the air, and then --

Ce

|-SAP-FLASE!

rt explodes in a brilliant orange, so bright and searing it izradiates half a dozen members of the board, turning thema ar

SCREAMS everywhere. “They don't love this guy anynore!

| The blast’ 8 concussion causes the balcony to separate yet again. Now M.J. isreally °in trouble. | F

Oe TAR. Rev.-Goldenrod 3/9/2001

| ‘Harry crawls over to her... blinking to get the spots from his | _ eyes,he reaches out his hand. re ot

| oe M.J.:reaches out her hand to“him,wh ——e woe pe a

| 72. -Rev.-Yellow 2/23/2001

77. CONTINUED: (7) | : 77

THE |GREEN GOBLIN

xgises up behind her, on his Glider. Malefic grin. M.J. turns to him, SHRIEKS. | | a

| : 73. | Rev.-Yellow 2/23/2001.

(8) , | LS 9q

77 CONTINUED:

The Goblin lets out a blood-curdling CACKLE,revels in the mayhem unfolding, but cuts it short, hesitates,hearing something. He turns and

THE AMAZING SPIDER-MAN!

swingsdown from a building above and (POW!) smacksright into. the Goblin, knocking the villain clean off hisGlider.

The Goblin plummets, from six stories up, except thathe lands on one of the passing floats, bounces off it,makes a nifty mid-air twist --

And crashes feet first into a large tent below, which breaks his fall.

INMID-AIR,

the Glider comes sailing down after the Goblin, as with a homing device. It SMASHES through the globe replica,which is knocked off its perch, and comes out the otherside, heading for the Goblin.

SPIDER-MAN

clings to the side of a building, overlooking the chaos.His eyes zip over to --.

THE REVIEWING STAND,

where M.J. is in big trouble. But then there are SCREAMS, and his eyes zip over the other way, to where the globe replica has begun to roll --

ONTHE STREET

-- crushing everything in its wake. And headed straight for Little Billy, who stares in frozen shock as it heads rightfor him. His Mother SCREAMS . |

ONTHE BUILDING,

Spider-Man fires a web at a billboard high atop a nearby building.

AND SWINGS

19:

| | 74, - ‘Rev.-Green 12/18/2000

77 CONTINUED: (7) | 77

in a huge arc. Straight for Billy. He sweeps the child up, just as the globe rolls past, atamping outpee meters like matchsticks.

THE (GREEN GOBLIN

is on the ground, stuck in the tangle of the collapsed tent— and surrounded by COPS, whose guns are raised.

-TheCops hesitate, and in that moment theGoblin leaps, inhumanly, into the thick of them. Theygo after him, ‘piling: on, in a blizzard of —— nightsticks.

NEARBY,

Spider-Man swings to the ground, depositing Billy in the arms — of his Mother. He looks over, to wherethe Cops have blanketed the Goblin, fists flying.

But with a shocking burst of strength,the Goblin hurls the Cops off him, and they go flying in alldirections.

Spider-Man makes a leaping run, he hand-springs, scmereatlts, vaults himself in the air, and landson his feet in front of the Goblin.

SPIDER-MAN | World peace. But I'llsettle for your chin.

And he sends aFIST into the Goblin' 8. chin.

The Goblin flies across the street,crashing into a brick wall. Spider-Man comes at him again, withanother haymak

-- which the Goblin catches in one gloved hand. Stopping it.

_ GREEN GOBLIN See what I did there?

And now it's his turn to throw amassive punch.

Spider-Man goes ass over elbows, smashing through an ice cream eScot cart and into a lamppost.

7; wh~~

75. —s Rev.-Yellow 2/23/2001

77 CONTINUED: (10) oe SE | : 77

The Goblin touches something on his wrist and a moment later his Glider comes whizzing down,right behind Spider-Man, who leaps up and over it at the last second.

The Goblin jumps on the Glider, CLICKS his boots into the wings,,and he's off, into the ary:

the Goblin banks left, turns back. He hits a button and small machine guns appear from the Glider'stips.

ON THE REVIEWING STAND,

Harry reaches for M.J. but she's out of reach, still trapped * on the reviewing stand. She tries to climb to safety as it * sways, CRACKS like ice in springtime. Rivets POP .

IN MID“AIR,

the Goblin FIRES at Spider-Man, raking the ground around him with bullets.

Spider-Man fires a web up ‘to an enormous Rasta Man float.And he swings up, out of the gunfire'spath, up and over the top © of the float as the Goblin disappearsinto the sky.

FROM SPIDER-MAN'S P.0.V.

we see M.J. on the crumbling balcony, imperiled. A procession of floats hover between her and Spidey. | |

So Spider-Man leaps. A super jump, a tuck and roll, and he | leap frogs from float to float, one, two,three. He makes his * _£inal leap for the balcony when--. — *

IN MID-AIR, ees oe *

a The Goblin zooms in behind Spider-Man, wraps him ina bear hug x and drives him into the building above thebalcony. Glass and *. debris rain down. *

ON THE BALCONY oa 4

Harry is struck in the head by a chunk ofdebris. His knees * buckle and he crashes to the floor, unconscious. *

IN MID-AIR | : | | ¥e

The combatants trade blows. The Goblinrears back, delivers a * crushing elbow to Spidey's jaw, sendinghim plummeting toward © * the balcony. | Srp .*

“Te el

| 75h. - Rev.-Yellow 2/23/2001

ON THE BALCONY

Spider-Man, glass and chunks of the building come crashing OF

ob

down near M.J. causing her toroll out, to the very edge. She

oF

is saved by the balustrades, whichbreak her fall. M.J.

+

watches as debris crumbles, falls five stories.

Spider-Man is just about to move toward M.J.when the Goblin appears, rising up out of nowhere,HOVERING right over them.

| | 16. Rev.-Tan 4/12/2001

77 CONTINUED: (14) | 77

He whirls toward Spider-Man. A weapon HUMS up out of the Glider, points at Spider-Man.

Spidey shoots a web, it SPLATS overthe Goblin's face, obscuring his vision. A 1asez |beam BLASTS into the wall next to Spidey.

Spider-Man reaches up into the Glider and pulls out a handful of wiring from underneath the wing.

‘The Goblin takesoff ,clawing the webbing out of his face,the _ Glider smoking and sputtering. Safe!

No, not safe! The building ledgefinally crumbles and she falls, SCREAMING!

IN MID-AIR,

Spider-Man dives down after her, straight down,trailing a web behind him. He catches M.J. just shortof the street, the web pulls taut, and they bounce back up justbefore hitting the pavement, like at the end of a bungee jump.

They sail back up into the air, just asthe balcony finally collapses. behindthen.

A78 EXT. COLLAPSING BALCONY , : A78

Harry wakes. He's at the edge of the balcony and just then he seesSpider-Man swinging away with M.J.

AB78 EXT. STREET DAY AB78 *

They SWOOSH by overhead. A CABBIE exits his cab, points, * watchesthe duo swing away. . | ee

CABBIE | CABBIE (ALT.) oe

What the hell's that? — Look, it's Superman. Be

B78 INMID-AIR oS oe BB

| Spideyand M.J. swing through the spectacular canyonof skyscrapers,she works up the nerve to ask him:

76A. 'Rev.-Tan 4/12/2001.

-AB78 CONTINUED: AB78

all ati

I i a

iia

me on

77. —s Rev.-Green 3/5/2001

78 EXT, ATOP ROCKEFELLER CENTER- THE GARDENS 78

Spider-Man lands gracefully, deposits her gently on the grass, wheretwo YOUNG LOVERS are making out on a bench.

| SPIDER-MAN _ | Don't mind us. She needs to use the elevator? | . ,

Jawsdrop. Spider-Man turns and leaps off the edge of the building,throwing in a double somersault before shootingout a web. Breathless, M.J. watches him swing away into thecity.

Spider-Man...

79 OMIT | : | | | | : 79

A80 EXT. HARRY'S APARTMENT NIGHT a ABO

A tenant walks out, hails a cab. | |

B80 INT. BARRY APARTMENT - NIGHT vee B80

The door opens. Harry enters with cell in hand. He's ina

panic. Peter at window drinking a glass of milk.

: HARRY | | Pick up! Pick up! If somehow you get HOF this, call me right away. (hangsup, sees Peter - he's manic) ob Pete! Oh, man, I'm glad you're here. Any word? Has she called? +

: PETER Not yet. She will. (OF

She will? How do you know, you don't know that. | |

do to her? ‘ThankGod my father wasn't

there. That whole scene, where'd that + thing come from? What was it? (MORE) oa we

TTA, Rev.-Green 3/5/2001

B80 CONTINUED: B80

HARRY | Why aren't you worried?

_HARRY . I'veput it together. Spider-Man knows she's my girlfriend. He'll want aransom from my father. OOF

The PHONE RINGS. Harry picks it up.

(ina state of bliss) +

Oh, thankGod! + (toPeter)- te It'sher. ‘ + (to phone) + Where are you? Are you alright? Did he hurt you? + |

Ohh,noo. He was incredible.

oe, HARRY tlio t Hewas what? What do you mean he was ineredible? +

Peter reacts. Smiles. *

| i 77B. Rev.-Green 3/5/2001 B80 CONTINUED: (2) | - | B80

| HARRY eae * To a roofgarden? vas *

Mg. (V.0.) ot Have youever been there? You should * go. ‘ | : *

| HARRY | | * No, I've neverbeen there, listen, I'm . * coming over. *

— . HARRY | | * Because you need totell me * everything, that'swhy. And what did * you mean by incredible? . *

I'm going tosleep now. . *

HARRY | * Well, then, callme in the morning. rele -Are you sure you'refeeling alright? : *

| M.J. (V.0.) + (stillblissed) . * Incredible. *

HARRY * | STOP SAYING THAT! Callme when you * wake up, we'll go forbreakfast and ae I'll buy you somethingbeautiful... *

Why? coe eee | a +

: . | a7,

Because I want to, it'llmake you feel * better. *

HARRY * Alright, g'night, get some sleep,uh, * sleep tight, don't let the--- *

‘f

78. - Rev.-Green 3/5/2001

B80 _ CONTINUED: (3) oe | | : B80.

She hangs up. One of those sloppy hang UPS, a good three | secondsfor the receiver to set down.

Peter tips his glass of milk back, head back, finishes it to. the lastdrop. Milk on his lip.

Look...about M.J. I know that was a picture you didn't want to take.

HARRY | I know I should've told you about us, but you have to understand, I'm crazy about her.

A

79. - Rev.-Green 3/5/2001

B80 CONTINUED: (4) | | BBO

PETER | | . . I think I'll lookout at the skyline. | * I'd like to prayfor those peopie who oa ® died. | *

‘HARRY What was that thingthat killed them? It happened so fast. *

| | PETER I don't know. But somebody hasto | ree stop it. oe

et HARRY | 7 Right. Well... I'llpray in the © | * bedroom.

He hesitates, then moves into another room. Peter moves to the window and looks out at the night sky,the skyline. The terror that lurks.

80 OMIT | 80

81 THE DAILY BUGLE oe 81

has a front page picture of Spider-Man and the Green Goblin, doing battle atop the Goblin Glider,next tothe headline:

TIMES SCARE! Spider-Man, GreenGoblin Terrorize City!

'We tilt up from the paper to see --

i Norman Osborn, who! 8 ‘been staring at the front page, standing in the still-open doorway ofhis apartment.

Nat —,

~*

80. _Rev.-Blue 2/12/2001

81 CONTINUED : | | eee | , 81

He's dressed in rumpled clothesfrom last night, he must have slept in them. He's disheveled,bags under his eyes, looks like hell. . |

And there's this headline. He looks back down at it, uncomprehending, searching formeaning.

ON THE FRONT PAGE,

we zip down to a box at the bottom of the page,where there’:s another, less prominent headline:

OsCorp Board Members Killed | *

IN THE APARTMENT,

Osborn rubs his head, trying to make sense of it. He's starting to sweat. He SLAMS the door --

-- and staggers away, across the entry hall. Somewhere, far in the distance, he hears a faint CACKLE.

He stops, looks around. Where thehell did that come from? Frightened now, he lurches across the foyerand up the stairs.

Osborn enters his study, paper in hand. | *

He moves to a small table, whisky decanters. Hands shaking, * pours a|shot, ‘raisesit to his mouth. *

| GREEN GOBLIN (Oo.s. »- Stop pretending, Norman...

He turns around, looks up sharply, the wobbling glass still in

his hand, his face dripping, terrified. The VOICE--

mirthful, other-worldly, we've heard before, it'sThe Goblin.

Osborn stumbles to the middle of the room.

— a?

80A. Rev.-Blue 2/12/2001

81. - -Rev.-Blue 2/12/2001

82. CONTINUED: (2) peers | a 82

: (GREENGOBLIN Ss Follow the coldshiver that'srunning a down your spine. Look, I'm right a, here.

Norman turns to the mirror.

-—OSBORN (holds paper, studiesit) The board members! YOU killedthem?!

SheedctFTAahBAKPetoeth veageTapaeaeene

82. Rev.-Blue 2/12/2001

82 CONTINUED: (3) | 82

Norman scurries over to thephone, reaches for it--

--but The Goblin beats him to it.

The Goblin rears back, heaves thephone toward the balcony.

%

Norman watches it fly through the air,sees The Goblin, now

+

standing on the balcony, duck as it zipspast his head. The

+

Goblin stands there, looking down onOsborn.

| | — 83. Rev.-Blue2/12/2001

Osborn thinks, takes everythingin. | : *

OSBORN: . eee x: Hmmm. And thenwhat?

| GREEN GOBLIN (0.S.) . We'll eliminateyour rivals. OsCorp will become themost powerful military supplier inhistory. You'll have * limitless wealth. Presidents and * Kings will court your favor. So don't — * be shy. Take what you'vealways wanted. Power. Theweak will serve you. The world willbe yours and mine. Yes. Youand I, we can have a hell of a time.

Osborn lurches to his chair. ee

| _OSBORN 7 | *

I suppose the damagehas been done, _. * right? | *

_ GREEN GOBLIN ot Yeah. *

| OSBORN | * Can we do it alone? ae

GREEN GOBLIN | Exactly! We need to have a little chat with you know who.— : *

— BA. Rev.-Yellow2/23/2001

82 CONTINUED: (5) | ee 82

With that he snatches up the Bugle from the table top,looks at the frontpage picture of Spider-Man and the Goblin.

83 OMIT : s | 83

JAMESON | (finishingthe sentence) "TheGreen Goblin."

Jonah Jameson is in his office,chewing a cigar and admiring the front page of his newspaper. Peter Parker stands opposite. (On the wallbehind Jameson is a framed photograph ofa handsome astronaut.)

You like that? Made it up myself. Ever sinceSpider-Man, they all gotta have a name. HOFFMAN! Call the patent office and copyright the name Green Goblin! I want a quarter every time somabodysays it!

| PETER Spider-Manwasn't terrorizing the city,he was trying to save it! It's slander!

He tosses his cigar over his shoulder, i the window behind him,

You don't trustanybody, that's your es , problem, Mr. Jameson. | )

| Ss 85. _ ‘Rev.-Yellow2/23/2001 84 CONTINUED: | | | 84

‘Peter walks out of his office. Jameson yells after him.

JAMESON . | | I trustmy barber! What are you, his lawyer? Let him sue me and get rich likea normal person! That's what | makes this country-

His cigar flies back throughthe window and lands on his desk. Jameson looks at it,puzzled, turns around --

| ~~ and [HE GREEN GOBLIN SMASHESthrough the window frame. He gzabs Jameson by the throatwith one hand and scoops him up off his feet, his gliderhovering over the floor of the office. | |

A85 INT NEWSPAPER OFFICE OUTSIDE JAMESON'S OFFICE LATE DAY A85 *—

Peter's eyes pop wide as he looks into Jameson's office. Secretaries, reporters andother Bugle employees scurry about. to escape the mayhem. Peterquickly ducks into the hallway.

B85 INT JAMESON’S OFFICE LATE DAY _ Bes *

The Goblin's grip remainsfirm on Jameson's throat.

_ GREEN GOBLIN Who's thephotographer who takes the picturesof Spider-Man?! I need to talk to himabout his favorite | subject. Where is he?

_.GREEN GOBLIN You're lying.

os } asa. Rev.-Yellow 2/23/2001 B85 CONTINUED: : B85

- The Goblin whirls.Spider-Man hangs upside-down in the

| | |

window.

Negi

on 86. Rev.-Yellow 2/23/2001 _ B85 CONTINUED: (2) | - B85

He lets go of Jameson,who drops to the floor in a heap, gaspingfor air.

THWIP! A bunch of webbing SPLATS across Jameson's mouth, shuttinghim up.

_. SPIDER-MAN Hey Kiddo, let Mom and Dad talk for a minute, will you?

“The Goblin points his glove at Spider-Man and sprays gas directly from it,into Spidey's face. Everything goes black.

Spider-Man,unconscious, tumbles from what used to be Jameson's windowandplummets toward the groundbelow.

Right beforehe meets his demise, The Green Goblin swoopsin, catches Spider-Manand zooms away. *

Spider-Man isregaining consciousness on the roof of a tall building inmidtown. The Goblin Glider nearby, the Goblin standing next to itin the shadows. Spidey tries to move.

Spider-Man struggles, drags himself to a sitting position, ‘against an abutment. Feels like he weighs a thousandpounds.

oe | 87. Rev.-Green 12/18/2000_ 86 CONTINUED: OL, | 86

C) | SPIDER-MAN

(fighting to be alert) Who are you?

Spider-Man looksdown, at his hand. He can raise a few fingers, but they're trembling.

In spite of himself, Spider-Man is listening.

The Goblin circles Spider-Man.

: : 88. ——- Rav.-Yellow 2/23/2001

86 CONTINUED: (2) | | 86

GREEN GOBLIN | Right? Wrong? Capital R, capital W? You’ reyoung, aren'tyou? You believe in truth,beauty, professional athletes as rolemodels. Well here’s the real truth. There are fourteen million people in thiscity, and those teeming masses existfor the sole purpose of liftinga few exceptional people onto their shoulders. You, me, we are exceptional. I had problems, but I used myGod given powers and poof, thoseproblems vanished. —

Spider-Man stares. He's thinking...

He summons his glider. Hops aboard. Looks at Spider-Man.

-GREEN GOBLIN (cont’ d) Think about it, hero.

He cackles and shoots off into the night.

87-940MIT , : | 87-94

95 OMIT | | | 95 |

AAG EXT. MANHATTAN DAY | ange *+

_The sun rises over the Manhattan skyline. oe *

A96 EXT. STREET CORNER - DAY oe | A96

ADaily Bugle truck motors up to a newspaper stand. A bundled stack of papers tumbles to a stop at the feetof the newsstand proprietor. Citizens gather around, fish outtheir money. The proprietor bends down, cuts the twinebundling the papers revealing the headline--

Spider-Man,Green Goblin Terrorize City!

ena

89. | Rev.-Blue 2/12/2001

95 CONTINUED : | OB

Peterleans against the wall of a midtown televisionstudio. He's glum. He's staring at a line of newspapervending machines across the sidewalk. Each displays theheadline: "Spider-Man,Time for a Bug-Free City!"

Mary JaneWatson comes out the side door of a television studio. As it SLAMS behind her, a little toohard, sheturns and looksat it, notices the sign that says "ARTISTSONLY." She laughsbitterly to herself, starts walking away. Peter's. been waiting.

os 90. Rev.-Goldenrod12/22/2000 96 CONTINUED: . 96

Hey!

7 (turns)

Hey.

PETER

| How was the audition?

So you just came by?

| A light rain starts to fall.

She laughs. She smiles- But:

I'd likea cheeseburger, but I'm going * todinner with Harry. Come with us. *

-~ Pater’

—— 92. Rev.-Buff 1/9/2001 96 CONTINUED: (2) | | 96

| M.J. It's not? Why so interested?

PETER _ I'm not, am I interested?

She smiles .

Sorry you won't come with us.

It's rainingharder.

| M.J. (CONT’D) Gotta run. (runs)

Disappointed yet again, confused. Did she want him to confess |his love?

But he's suddenly jostled by FOUR PUNKS, walking past him from behind,bumping into him.

They ignore him, ‘keep walking4in M.J.'s direction.Peter

From high above,we see M.J. turn a corner onto a dark street. The FourPunks catch up, surround her. mney stop to admire her, heckleher, she says something to them... Now they're _ pissed. And Punk #1 goes for her purse.

DOWN ONTHE STREET,

| SIA. Rev.-Buff 1/9/2001

97 CONTINUED : . 97_.

M.J.'s no pushover, she's mixing it up with them. She shin- kicks Punk #1, elbow-jabs Punk #2, punches Punk#3 and maces Punk#4 with the cannister that dangles fromher keychain.

eo -. 19.

92. Rev.-Buff 1/9/2001

97 see | | 97 |

Now they're really pissed. And bigger. And there's four of them. M.J. is shoved intoa wall, and Punk #1 SNICKS open a knife. It looksbleak.

Suddenly, THWIP-WRAP!all four Punks are slammed together as if lassoed, and theygo flying up, out of frame.

M.J. stands, slack-jawed,staring in wonder at something we can't see. Then, suddenly,she leaps out of the way as --

-~ Punk #1 comes flyingback and SMASHES through a window next to where she was standing.Punk #2 SMACKS up against a brick

te

wall, Punk #3 flies throughanother window and Punk #4 goes

+

barreling into a trashcan. They lie about on the ground, either unconscious orwith the good sense to fake it.

M.J. walks forward, staggered, and as we come around behind her, we see what she sees. .

Spider-Man stands in the shadows, breathing hard after his| exertions. She looks athim, can't make him out in the inky darkness. But we get closerto him -- and he's not wearing his mask! Didn't have timeto put it on.

Peter fumbles for it, pulls it from his waistband. But hesitates, knowing she can'tsee him fully. |

M.d. You have aknack for saving my ass. I think I havea superhero stalker.

She walks closer. He retreats,further into the shadows, | still no mask. oe |

PETER — I was in the neighborhood.

She stops, squints at him. She's heard that before,and | recently. Does she suspect?

M.dJ. You are amazing...

She's almost to him now ~--soPeter pulls the mask on.

aoe ee 92A. Rev.-Buff 1/9/2001

(3) | | | 97 ..

97. CONTINUED:

| . | 93, Rev.-Pink 2/15/2001 97 997 CONTINUED: (4) | |

_. SPIDER-MAN| Thank you.

He leaps up,onto the wall above her, clinging there upside- down. She stepsup underneath him. He's right at lip height.

She puts her hands on his mask... and starts to lift it. Spider-Man isparalyzed, can't stop her.

But she doesn't liftit all the way up. Just so his mouth is exposed. And shekisses him. That is, she kisses him, rain streaming downboth their faces and over their parted lips. She pullsback. Touches his lips with her fingertips.

That's so you'll remember where your mouth is..

‘She replaces the mask, tenderly. Spider~Man hesitates, then scampers up thewall andout of sight. She watches him go, eyes shining. |

bal M.J. (cont’ d)

Yowza.

"YOWZA" is HEARD again. But it's being DISTORTED into the SOUNDS of the sirens offire trucks and police cars and ambulances.

Spider-Man swings through |a city corridor. 7 |

-SPIDER-MAN. Help is on the way! Yowza! Yowza! ko,

CAMERA COUNTERS Spider-Manas he swings past lens and he heads towards a burning apartmenthouse surrounded by fire trucks,

+ oF OF

police cars, ambulances. A crowd is there, including some

+

people who havebeen rescued.

oso

Tee

94.‘ Rev.-Goldenrod 3/9/2001

B99 ExT. APARTMENT BUILDING DAY: - | B99

FEATURE.a. MOTHER, ‘her two young sons holdingon to her skirt, . as she, againsther will, is being forced out of the building. by two FIREMEN. She fights to get back in: |

Let me go, my baby's in there, somebody save my baby, let me go!

The woman continues to struggle and scream.

ANOTHER FIREMAN reacts to somethingabove.

Hey! Up there! Look! It's him! ne

Above the crowd we SEE Spider-Man swinging his way to the : _ a burning building. He disappearsinside. We BOOM DOWN to-- . |.

a ee CeeeeeedPee eer,‘enareeh

He's crazy, hehasn't a chance.

They wait. The building continues to burn. There is a loud _ CREAKING noise as the roof starts tecollapse. ee :

MOTHER (cont’a)

8 owao .asa . ’ oe@@ .

_

THROUGH A SMOKY, FIRE-ENCASED WINDOW, Spider-Man swings out,a cradling a web-encased parcel. Behind him, a tremendous | : fireball. He Gescends towards CAMERA.

VOICES ; He' salive! He's got thekid! Tf don't believe it!

The crowd applauds. Spider-Man drops into view, landing at. thefeet of the mother and her two boys. He stil)bolds ”the “<¢(parcel.

O4A. Rev.-Goldenrod 3/9/2001

B99 CONTINUED: | ee “y en B99

A SPIDER-MAN

'Here's your baby.

| : | : (takes it) oem oe

Oh, God Bless you, Spider-Man. Bless you, bless you.

| . | SPIDER-MAN } | (tothe boys)

You children be good. Stop playing .

| : - with matches. Don't start somathing |

you can't put out. . 7 cefla®

| COP (0.S.) Don't let him get away!

A COP bursts through the crowd, draws his gun, levels it on a Spider-Man.

| cop (conr’ D) | Hold it right there. You're wanted in connection--

‘OLDWOMAN (0.S.)

re " Bel111pppP'" Hellippppp!! :

"Behind‘the cor,”a YOUNGING MAN raises a"finger ‘towarddthe= building. .

Look! There's somebody else!

The crowd turns, sees an OLD WOMAN pare visible through |a _ window dancing withfire.

ieaTheaCOP looks at Spider-Man, ‘Spider-Man to. the COP.

nee COP

vs Bare behere when you

get back.

wise cor.lowershis revolver...Spider-Man leaps away.

coos xEXT. NEARBY SMOKY ROOM DAY

Spider-Man flips through a window, lands, scans the amoky | . room, fire 2enpeng about. He sees what appears to be an ou, _, WOMAN,draped in a shawl, huddled in thecorner.

(4 oe ee SPIDER-MAN anes Ne ~. 7)". Ewerything's going tobe okay ma'am;..

- | | 948. —- Rev.-Goldenrod3/9/2001 - C99 CONTINUED: | - : - | c99 >

SUDDENLY WE HEAR: |

| , ee (another CACKLE)

: The "OLD WOMAN" lets the shawl fall to the Ground, turns. *

/ SPIDER-MAN tit nee (seesGoblin through licking A eS

oe ce Q. ao Pn os BES 6 Nes tet cate asa

You ‘know what they say: When you want

- to meeta hero, start a fire.

What aboutmy offer? Are you in, or are you out? .

mae we Oat. SOEgood!1.

My final answer.

BESg oe - He Zeaches to his belt, hurls a razor bat at Spider Need : -deflects it with his leftarm. SNICK! aaj

Do er 7 gac. Rev.-Goldenrod 3/9/2001 | C99 CONTINUED: (2) ae | e999

ae _ SPIDER-MAN ce

Spider-Man Looks down at his arm. A deep gash oozes blood.

emke

He shoots a "web ball, '"about the size of a softball, into ‘The Goblin's face, sending him ass over elbows back into the wall.

The Goblin rises, determined,pissed, flicking gooey web from his face. When his eyes clear,Spider-Man is gone. A trail '@£ blood leads out the window. The Goblin's body tenses, he * howls with anger. . . *

r don't forgive and I don't forget.

- You can considermy offer withdrawn! aree

ases

, . ;

ronJ*ate ta* * aadwo adtee ec Se i

Stathed_*~oadoe+eomeowSeaiidosee.-+-oeweek

|| . ; *

| *

ae :

| « +a. +se wa eo Sea Res * 4* . i” oe“Beyeee' * * *

iH

‘ ~ -* * od .

;

aos . cr - ; . . ~ id é é.:

* . ty *oe a

95-96. Rev.-Buff 1/9/2001

A browning turkeyis pulled out of the oven by a pot-holder.

AuntMay forksthe turkey to test it. M.J., in her black dress and apron,helps. The signs of a full Thanksgivingmeal are on the counterall around them, and the dining roomtable in Harry's apartmentis set for five.

Harry is fastidiouslychecking the table, plumping pillows, straightening chairs. The doorbell RINGS.

Mary Jane comes out of the kitchen,takes off apron.

Harry opens the door. Norman Osborn stands in the hallway in a very nice suit,dabbing sweat off his forehead with a handkerchief. He carries a small,ribboned pastry box. Mary Jane comes out ofthe kitchen.

She flashes a radiantsmile. Osborn steps closer, holding out a hand but also, unmistakably,narrowing his eyes. Studying

: 96A. —«-—>-Rev. -Buff 1/9/2001

Behind them, a red and blue costumed figure WHOOSHES past the living room window, unnoticed, and lands --

-- on the side of the apartment building. Spider-Man pivots

and crawls down a few floors, to his window, opensit.

omen

97. Rev.-Buff 1/9/2001

OMIT | | | 101

102 IN THELIVING ROOM, | : | 102

they hearthe SMALL THUD, and all turn toward his room.

A103 INT. PETER’SBEDROOM DAY A103

Peter crawlsacross the ceiling and drops onto the floor in his bedroom.

B103 IN THE LIVING ROOM, | oa | B103

They hear a BIGTHUD.

103 IN PETER'S BEDROOM,_ | 103

Hw pulls off his mask and immediately tends to hisinjured, bleeding arm. He whips around and looks at the door,wild- eyed. He seesshapes moving through the frosted glass of his bedroom door,hears Aunt May's voice calling to him.

He stillhas his mask off, holding a bundle of street clothes.

104 IN THE LIVINGROOM, | | 104

Aunt May is nearlyto the door, Norman, Harry, and M.J. just behind her She turns the handle, opens at, and they see --

105- IN PETER'S BEDROOM, 105

Osborn comesin and glances| aroundthe room. Kind of a mess, clothes andbooks and science equipment scattered everywhere. But no Peter. aed

aeee

| OTA. Rev.-Buff 1/9/2001

105 CONTINUED : : 105.

We look up. Peter, ‘maskless, Clings to the ceiling not three feet over their heads. A big, fat drop ofblood is oozing from the cuts on his arm, right over Osborn'shead.

Osborn smiles, loves that Aunt May, they turn to walk out -- |

98. Rev.-Buff 1/9/2001

105 CONTINUED: (2) | 105 ..

-- and the drop of blood falls. Ithits the light-colored carpet, right where he was standing. Osborn, the last in the doorway, freezes, tilts hishead at the sound. Good hearing, man. Human Performance Enhancerswill do that for you.

‘The others leave, but Osborn turns and walks back to where he was standing.

On the ceiling, Spidey's eyeswiden -- oh no. Osborn is directly below him.

Osborn bends down, studies the carpet. He sees the drop of blood. Quickly, he looks up at theceiling above hin.

There's nobody there.

He turns, looks at the open window. He walks to it.

106 FROM OUTSIDE THE WINDOW, | 106

Osborn leans outside and looks in both directions. Camera pulls back to reveal Spider-Man clingingto the underside of — the ledge.

Apparently satisfied, Osborn turns and goes back inside.

The front door to Harry's apartment opensagain. Peter attempts a casual entrance, now dressed in streetclothes and carrying a brown paper bag.

Oh, Peter. Come on everyone,let's sit down and say aprayer.

They all move for the table. Norman reachesfor the jellied eranberry log. Aunt May slaps his hand.

Norman picks up the knife. Aunt May reacts toblood on Peter's arn. -"

gas AD

99. Rev.-Buff 1/9/2001 _

107 CONTINUED: © | : : 107.

AUNT MAY (cont’d)

O

Peter, you're pleading!

She pushes his sleeves up, exposing the X-shaped slashes in his forearm.

-AUNT MAY (cont’d) What in the name ofheavenly glory?!

Norman Osborn's eyes widen. He recognizes those slashes!

We move in on Norman, holding the carving knife,his eyes focusingin like laser beams, staring at the distinctivecuts onPeter's arms.

-- OSBORN (to Peter)| How did you say that happened?

... Bike messenger. *

As Peter turns to Norman, his breathing sharpens, hiseyes" widenand fill with fear, suddenly and inexplicably

HIS SPIDER-SENSE

kicksin like crazy. Everybody around him slows to a crawl, and hisP.O.V. pivots around the room, rapidly scanningevery nook and cranny for the source of the danger that must surely be nearby. He flips from frozen face to frozen face --Aunt May, M.J., Norman, Harry -- all friends, right?_

Se | 100. -Rev.-Green 12/18/2000.

107 CONTINUED: (2) : | : | 107

BACK IN TEE APARTMENT,

Peter pops out of his Spider-Sense, confused, drops of sweat on his forehead, to find Osborn still oe at hin.

(finishing) .. knocked me down.

HARRY Ty ‘What? Why? i/ | OSBORN Something... has come to my attention.

ae OSBORN Fine, I'm fine. Thank you. Mrs. — Parker. Everyone.

He strides out of the apartment, theowing one last look back at Peter Parker.

108 IN THE HALLWAY, oe | 108

Osborn leans against the wall in the hallway, eyes darting, thinking a mile a minute. Harry comes out behind him,leaving the door ajar. |

He turns, starts down the hall. Harry grabs him by the arn, turns him around.

-_ —— 101. Rev.-Buff 1/9/2001 108 CONTINUED: 108 -.

~~ Hey, I Jike thisgirl, this is

important tome! —

HARRY + What areyou saying,Dad? +

OSBORN F Your motherwas beautiful, too. + They're allbeautiful, till they're t+ * snarling after your trust fund like raveningwolves . +

Dad... Thisgirl's not... Fe

OSBORN . * (interruptshim) * A word to thenot-so-wise about your . little girlfriend. Do what you need to with her andbroom her fast.

Osborn leaves. | *

| HARRY | What? ; *

109 IN THE APARTMENT, . 109

M.J. stands on this side of the door. Listening. Everyone else is in the living room or kitchen. They can all hear. *

M.J. turns away and grabs her coat. Harry comes back in. ne M.J. storms past him. . |

Everyone couldhear that creep.

101A. Rev.-Buff 1/9/2001

109 CONTINUED: | 109

_HARRY (suddenlyangry) That “creep" ismy father! Alright?! If I'm lucky, I'vegot the brains and the guts tobecome half of what he is, so you keep your goddamnmouth shut about things you don'tunderstand.

gS ere ee meaner Se

102. Rev.-Buff 1/9/2001

109 CONTINUED: (2) | | 109

| AUNT MAY Harry Osborn!

She storms out of the apartment, SLAMMING the door behind her.

| PETER Harry, come on!

No. I can't. (to AuntMay) Welcome to an Osborn Thanksgiving.

He storms into his bedroom and SLAMS thedoor.

Sorry, Aunt May. It lookedgreat.

He jumps up, gives her a kiss, and hurries outof the. apartment. Aunt May, shocked at all the discord,sits at the |

| oe

table alone.

May a * aor even get tosay grace. , *

| We didn't

aoe | eee 110 *

out of the building.“Leoks forM.J. ,sees her = * :

“Peter hurries sitting on a nearby step. She's crying. Thechauffeur-driven Bentley drives past. M.J. gives it the finger.

Peter stands by her. She looks up at hin, mascara dripping. She needs a hanky. He has one. Holds it out toher..

She hesitates, takes it.

102A. Rev.-Buff 1/9/2001 |

110 CONTINUED: 110 .

| PETER (cont!d) | Keep it, it's yours. Got a million of ‘em. Aunt May, adozen every Christmas.

“im.a.

, 103. - Rev.-Goldenrod 12/22/2000:

110 CONTINUED: | ) | : . 110

She ‘laughs through her tears.She blows her nose. "Honnnk." She laughsharder. Then starts to cry harder. He sits next 7

She'll be okay. She's tough. I've never seen Mr. Osborn act like that. I've never seen either of them act like that.

But T know Harry really loves you.

She looks at him,smiles at him.

An opportunity. He could kiss her now, but he doesn't make a ot move. He's more in love than ever. She puts her arm around his shoulder. Looks off. No move. vos

CAMERA angles we to SEE HARRY at the window looking down.

“1ii-1130a7 | es | en, L423

104. ‘Rav.-Green 12/18/2000

Norman Osborn's apartment building. Nighttime, drifting toward it. We hear aVOICE from inside. The Goblin.

We see Osborn, huddled onthe floor, cowering in a pool of light at the end of thehall. He's got something in his hand.

Closer to him now, we see what he's got in his hand. It's the mask he has worn as theGreen Goblin. ‘He's clutching it in two hands,, talking to it.

105. Rev.-Green 12/18/2000.

115 CONTINUED: : ? | 115

_ GREEN GOBLIN (0.S.) Betrayal must not be countenanced.... Parker must be... educated.

| OSBORN What do I do?

OSBORN oe Ne But how?

ss @REEN GOBLIN (0.3.) The cunning warrior attacks neither body nor mind...

We drift down, to the mask, which doesn't speak,of course, that's all in Norman's head. But we continue to hear his thoughts as we drift into its ghastlyyellow eyes --

-~ and the screen turns yellow.

- A116 EXT. PARKER HOUSE = NIGHT | 6

The Parker house sits silent. |

+

Aunt May is getting ready for bed dressed in flannel pajamas. ot She moves to a photograph ofUncle Ben on the bedside table,

4%

touches it affectionately. Aunt May kneels by the bed. Her

+

knees CREAK, it's painful forher. She rests her elbows on her bed, which is turned downfor the night, folds her hands,

and closes her eyes in prayer.

a 106. _ Rev.-Green 12/18/2000 116 CONTINUED: | ous one 116

Suddenlythe wall behind her EXPLODES, SHATTEREDglass flying inall directions.

Aunt May spins around, horrified, and falls to the floor. ‘The Goblinhovers over her and the room slowly fillswith green vapor and the horrible BUZZ of the Glider'sturbine engine.

aor AUNT MAY (cont’d) -+. but... but...but...

Aunt May pales as she stares into the Goblin's inhumaneyes.

| GREEN GOBLIN FINISH IT! FINISH IT!

Her hands clutch her chest, she GASPS:

Her body arches, tenses, then goes limp. Her eyes close.

: GREEN GOBLIN AMEN, SISTER!

From across the street, the Green Goblin's horrible CACKLE fills the neighborhood night.

Peter races down a hospital corridor,frantic. He reaches the last room on the right, ducks inside,and sees --

-- Aunt May, in a hospital bed,hooked up to a variety of urgently BEEPING machines. DOCTORSand NURSES swarm around her, treating her. Peter rushesforward, to her bedside.

PETER _ AuntMay! — -

: 107, Rev.-White 2/5/2001 _

She looks up at him, still conscious, but barely so.

| PETER (cont’ a) What happened?! Is she going to be * okay?! 7 *

| NURSE * Sir, please! Let the doctors work! | *

The nurse leads Peter to the door. The doors start to close * when Peter hears -- | *

A Doctor hurriedly puts an oxygen mask over Aunt May's face. Woes The door shuts in Peter’ sface. | *

120 OMIT Se : 20

A121 INT HOSPITAL CORRIDOR NIGHT | A121 |

Peter's own eyes widen as he realizes who shemeans. — *

The Goblin. Heknows... oh God, he | * knows who I am...

The middle of the night. Peter sits a lonely vigil in Aunt May's hospital room. He's brought a picturefor her bedside, a framed shot of May, Ben, and himself. .

He looks at the picture, at Uncle Ben. Gone. Back at Aunt May. Nearly killed, because of me. He leans down,kisses her forehead as he blinks back tears.

- PETER I'm sorry.

yh,Cet

wag oe

|

108. Rev.-White 2/5/2001

A122 INT. HOSPITAL HALLWAY - DAY oo | A122

M. J. carries a bouquet of flowers, checks room numbers as she passes. She comes across Aunt May' s room, peeks in. +

Petersits ina chair next to Aunt May's bed, his head inhis a. hands. Open text books and fast food sacks lie scattered

a

about. Aunt May is asleep. If it wasn't for the surroundings© and the circumstances, itwould be a beautiful sight. a

M.J. takes thisin, moved.

FAVOR PETER. There's a soft TAPPING from the door behind him. He turns. It'sM.J. He lights up.

Peter nods. M.J. looks at Aunt May. She comes to Peter, still holding theflowers, puts her arms around his neck, gives him ahug. He closes his eyes, almost can't bear it.

She turns to the bed,moves closer to Aunt May. She lays the flowers on thebedside table, gently touches Aunt May's forehead.

PETER | We think so. She finally woke up this morning. For a while. Thanks for

Peter doesn't answer.

PETER | It's okay, how about you? Are you~ alright about the other night?

108A. Rev.-White 2/5/2001

122 CONTINUED: 122 °

M.d. He calledme. Ihaven't called him back.

She turns away from Peter, looks at sleepingAunt May. She takes the time to tuck in her bed sheet.

109. | Rev.-White 2/5/2001

CONTINUED: (2)

| -PETER No, go on. Would I know his name? This guy.

I'm like head over heals, it's whacked...

‘PETER Who is he?

OE PETER| No way. That isn't Spider-Man, not a chancein the world. I know him a littlebit. I'm sort of his unofficialphotographer.

| 110. Rev. -White 2/5/2001

122 CONTINUED: (3)

122 ~-

How do you always manage to find him?

; PETER Uh...yeah...once. Once he askedwhat |. T thought of you. oe |

And he looks up,because these inner thoughts were said out eG loud, and M.J.is staring at him, tears welling in her eyes.

M.J. | * You said that? *

PETER | ‘ | Uh...umm...ssssomething like that. Br: ay

\ ; | ; Aunt May opens her eyes...looks at them,unbeknownst to then. *

| 110A. Rev.-White 2/5/2001

122 CONTINUED: (4) | 122

Peter is embarrassed, he's said too much. To his surprise, M.J. reaches out and takeshis hand. Which, of course, is exactly when --

-- Harry Osborn comes in the door, carrying a bouquet of flowers. His eyes go immediatelyto M.J. and Peter, standing. so close, holding hands, lookingat each other in That Way.

And they confirm it all by hastilywithdrawing their hands. Harry's face hardens.

?‘“~: ‘ “haarzefl-

111. Rev.-Buff 1/9/2001

That night. We drift toward the rooftop colonnadesof Norman Osborn's spooky apartment building.

Harry comes in the front door.

No answer. But light spills from the staircase that leads up.

Barry stands at the bottom of the stairs, he can faintly hear voices, ANGRY MURMURING. Buthe can'tmake out the words.

Hs HARRY Dad? Is thatyou?

‘the voices abruptly stop. Amoment later, his father appears at the top of the stairs. They talk,from this great distance. Osborn is just a dark shadow.

HARRY OF + You were right about M.J. You were + right about everything. She's in love with Peter. +

OSBORN + (pause) + Parker?

Osborn begins to move down the stairs toward Harry.

Osborn's eyes light up at this information.

_* AS

112. Rev.-White 2/5/2001

125 CONTINUED : 125

He comes into the light,slips an arm around his son. Hugs him. It'd be nice, ifit weren't so creepy.

FAVOR PETER, his eyes closed,homework on his lap. | Then,as if from a horrible dream,he opens his eyes, startled, looks around, trying to come awake.

WIDER SHOT

Aunt May, in herbed, lookingat hin. (M.J.'s£lowers, now in a vase on the bedside table.)

PETER OF (suddenly aware, sees her) Huh? (hestands quickly, his eH + homework falls to the floor) You're awake. That's good. Good. ob okay? + You

112A. Rev.-White 2/5/2001

126 CONTINUED: | | oo: 126°

AUNT MAY | Done something?

She givesa light-hearted chuckle.

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115. -Rav.-Buff 1/9/2001.

A133 CONTINUED: — - a A133 |

She pullsherself to her feet, disoriented,holding her head inpain. She takes a step backward but stops, suddenly, windmillingher arms for balance. Looking down, she sees--

-- the roadway of a bridge,hundreds of feet below her!

She GASPS,takes a step back, horrified as she figuresout where sheis. Camera leaps back to reveal that she stands--

-~- ATOP THE WESTERN TOWER OF THE QUEENSBORO BRIDGE!

Spider-Manlands on the side of a building. He sees the GoblinGlider soaring past, toward the top of thewest tower of theQueensboro Bridge, where M.J. is still stranded.

M.J. hears a WHINING sound and turns,just in time to duck as The Goblinzooms overhead. She watches as he rockets toward the RooseveltIsland Tram Station. |

A red tramwith ten EIGHT YEAR OLDS wearing New YorkRangers paraphernaliawatch in awe as The Goblin zipsby. They rush FH

+

to thewindows ,as do the THREE DADS who are chaperoning them, for abetter view. oo +

The GoblinCACKLES with glee as he races toward the tram station. A rocket launhcer emerges from the glider. WHOOSH! The rocketlaunches, headed toward the station.

The Goblin peels off just as the rocket barrels into the tram station, ohare it in a massive ball of flame and smoke.

137,

M.d. lit from the fireball, takes in the carnage.

Spider-Manwatches as flame and smoke bellow out of what remainsof the tram station. He leaps off the building toward thebridge. : .

116. Rew. -Buff 1/9/2001

M.J. watches in horroras huge chunks of debris from the tram station rain downon the roadway below her.

Cars come to a screeching halt,others crash into one another, as flaming chunksof the tram station plummet from the sky.

142 NIGHT | 141

-Spider-Man zips towardthe bridge, sliding across a web he has shot.

From inside ofwhat remains of the tram station, a cable SNAPS, WHIPS LIKEA SNAKE, rockets past camera.

The EIGHT YEAR OLDSand the THREE DADS, suspended several hundred feet abovethe river, watch as the snaking cable whips toward them. The tramsuddenly drops.

144, EXT. TRAM NIGHT . 144

SCREAMS are heard as the tram plummetstoward the water below.

The Goblin rockets intoframe, grabs the dancing cable and zooms away, haltingthe trams' descent.

Spider-Man drops onto the vertical high-tension wires that hold the bridge aloft,takes a giant leap and lands on the bridge. |

| GREEN GOBLIN Spider-Man!

Spider-Man looksup, sees--

--The Goblin, standingat the edge of the bridge tower, clutching M.J. inone hand, the cable holding aloft the tram full of kids in theother.

ental Spider-Man freezes.

117. - Rev. -Buff1/9/2001

145 CONTINUED: __ a } oa | 145 _

He shoves M.J. further out, so her toes are actually over the

ba

over the bridge platform, two hundredfeet down.

‘The Goblin loosens his grip on the cable,lets it slip through his hands causing the tramto drop, a sickening dip. The children SCREAM.

ATOP THE BRIDGE | |

The Goblin watches with glee, tightens his gzip on the cable.

Spider-Man watches as the tram sways horribly, sees the pleading faces of the Children and their Fathersas they POUND on the glass, begging for help.

He looks back up, sees J.J. teetering over the edge,the Goblin's hand in her back.

Spider-Man is momentarily paralyzed, torn inhalf.

The tram quivers.

Spider-Man looks, left, right, left ,Light, agonizesover his choice.

The Green Goblin lets go of M.J. and the cable at the ‘same time, sending them to their deaths below.

a

e- 19

oe 118. - Rev.-Goldenrod 3/9/2001

Spider-Man watches as the tram falls before him, M.J. behind him. He looks back and forth, turns, sprintsalong the bridge toward M.J. and leaps~-

--grabbing M.J. in mid-air. He shoots a web to the undercarriageof the bridge, swings underneath with M.J. | -

Dpeforehim. The weight of the tram yanks Spider-Man and M.J. : . down, outof frame. |

IN MID-AIR

Spider-Man, the cable in one hand, M.J. onhis back, falls | with thetram to the water below.

Spider-Man uses his free hand to shoot out a web toward the underside of thebridge. The web sticks.

The tram comes to a halt, bounces up and down. KIDS, DADS and. equipment tumble about.

A crowd has formed atop the bridge. Some cheer at Spider- Man's heroics. -

Spider-Man's body is stretched to the limit with one hand holding on to the cable, the otherthe web.

149 OMIT

eee eee 119. —-Rev.-Goldenrod 3/9/2001 149 CONTINUED: . So | eae , ag

- *

| ‘Spider-Man looksat M.J. - oe me ae *

___ SPIDER-MAN ee Climb down. |

M.J. turns, looks at him,confused.

MJ. ee one (voicequivering) ae

- I can't.

| SPIDER-MAN TM. Jey just do it. en | ve

eS MJ. 0 CN ee I'm scared. | cet

_ SPTDER-MAN Trust me.

MT. looks him in the eyes, down to the water: below, then back ~ to his eyes. .

|She climbs down his body, then the cable.

from behind and turns to see just as-- ae A Sed

| <The Goblin hauls off and cold cocks him in the jaw, :zooms away. seem

‘The force of the blow causes Spider-Manto sway back and forth.h_ as he struggles to remain conscious. — ;

ON THE CABLE

MJ. barely manages to hang on as she is thrown side to side.

dips again, causing bodies togo flying. - |

oe co - me tram

aweae

120. -Rev.-Buff 1/9/2001

The Goblin swings around for another assault. He CACKLES as

FOF

he extends his arm, exposingthe razor sharp blades which adorn it. Spider-Man watches,helpless as The Goblin delivers OF

+

a crushing blow to his stomach. Pieces of flesh and Spidey

+

suit go flying. He loses hisgrip on the cable.

WIDE SHOT OF TRAM & M.J. PLUNGINGTOWARD THE WATER BELOW

Spider-Man dangles from theweb grasping for the cable snaking

Ot

past him. As the last of thecable whizzes by he lunges for it, catches it. Spider-Man SCREAMSout in agony, blood

He

gushing from his hand.

The cable goes taunt causingM.J. to lose her grip. She

He

falls, landing on the tram below. She raises her head and

+

sees Spider-Man, head to the side, outof energy, holding on

to cable and web. She hears the glider’s engine and sees The Goblin circling in for a finalblow-- +

~-but he stops. Looks at Spider-Man before him,his body

HH

stretched to the limit, looking likea rag doll with his head

+

to the side. He almost looks as ifhe feels sorry for Spider- Man. His hovering engine emits a lightHUM. +

Spider-Man raises his head, looks at the Goblin. *

Sorry for? Naah! The Goblin gives an evil grin and the + glider races toward Spider-Man fullthrottle.

Spider-Man braces for the blow. TheGoblin zeros in on his prey, cocks back a fist--

--but a huge chunk of asphalt clocks him in the side of the head, sending him spiraling out of control,past Spider-Man.

The Goblin regains control, looks around. Where the hell’d that come from? He raises his head justas he is pelted with more asphalt, bottles, shoes, etc.

We PULL BACK to reveal a bridge full of New Yorkers‘hurling anything and everything they can get theirhands on.

He zooms out of sight to avoid the rainingdebris.

L2i. Rev.-Goldenred 3/9/2001

Spider-Man looksdown, sees a cassive mound of rook that * ‘gpreads from the supportpiling. He eyes the cheering crowd * and with newfound strengthstarts to dower ‘thetram to the oS

a

-piling.

| — : 154 +

154 MrT

The tram touches down gently on the rocks. M.J. stands, looks * up. We push in on her face lookingadoringly at Spider-Man. *

Suddenly, a line wraps around Spider-Man's waist.

The Goblin zooms by, holding the rope: Itgoes taunt and yanks ‘Spider-Manout of frame.

Spider-Man thrashes about as he spins out of control behind— the glider.

M.J. reacts in horroras she sees Spider-Man being dragged = away.

The Goblin turns around and CACKLES, getting a kickout of. watching Spider-Man struggle.

He’s seen enough, holds out his arm, once again exposing theA blades on it, and SNICKS through the rope. Spider-Mangoes — crashing into the abandoned hulking ruin of a condemned small poxanparn on Roosevelt Island below.

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MH 1g

122. Rev.-Buff 1/9/2001

158 CONTINUED : eee | 158

159-1640MIT ee eee | 159-164

“From below, we watch as Spider-Man crashes through the termite-_ infested boardsof the third floor. As he falls he shoots a web to a supportbeam, swings down and smashes through a wall | of crumblingbrick and rotten wood, knocking him out and ripping off themajority of his mask.

Spider-Man comes to. Can’t quite make out where he is. Light streams in from themassive holes of the condemned structure.

+

Dust dances about,making it difficult to see.

He looks up, hears the WHOOSHING of the Goblin’s Glider circling about. He gets to his feet, staggers and falls down. ee Pulls himselfback up. He looks at himself, covered inblood,

se

costume inshreds. .

+

He hears a strange blood curdling scrapping noise. He looks —

+

around, spots the loneunbroken window in the structure

+

covered by a woodenshutter. |

OF

He approaches thewindow, still punch-drunk and flings back the shutter. A horde of razor bats press against the window,

FOF

flapping their wingsagainst the glass. Suddenly they burst

through, sending shardsof glass raining down on Spider-Man.

+

They encircle him, dive,SLICE and SLASH at the few parts of his body that remainunbloodied. He screams out, tries to

+

swat at them but thatonly leaves massive gashes in his hands.

Spider-Man looks acrossat the wall on the far end of the room

+

and races toward it. The swarmof razor bats follow.

He runs full speed at the wall, jumps, plants his feet on the wall and does a back flip. The razor bats fly under him, crash into the wall,crumple to the ground. | |

‘Spider-Man looks at the heap of razor bats on the ground.A cocky smiles creeps acrosshis face.

His happiness soon fades as more bats come after him. He flips and tumbles around the structureto elude them, but is quickly overtaken as theyrevert to ripping him to shreds. He

oa

falls to the ground.

+ _ GREEN GOBLIN (0.S.) . / + eet me RO

| | | 122a. 0 Rev.-Blue 2/12/2001

166 CONTINUED: Jo a 166 ~

The razor bats fail to heed their master’s call,continue | slicing and dicing. :

The razor bats stop their destruction, meekly fly away.

Spider-Man rolls over ina daze, an outline of blood marking his previous spot. He looksup at The Goblin hovering over him, tries to stand. Hislegs turn to jelly and he crashes to. the ground. The Goblin laughs,reaches down onto his glider and pulls out a rod. Hepresses a button and three blades pop out giving the weapon a pitchfork/ spearappearance.

The Goblin rears back with the spear,brings it down on Spider- — Man's chest. At the lastmoment Spider-Man catches it, looks at The Goblin, his strength returning. He yanks the spear from The Goblin, SMASHES it againsthis head so hard it sends The Goblin flying back ten feet crashingto the ground.

Spider-Man rises, pissed, full of adrenaline,furry. He breaks the pitchfork over his knee, tossesthe parts to the. side. He grabs The Goblinby the chest,pulls him up from the ground, throws a haymaker to The Goblin’ sjaw.

The Goblin goes:‘flying through a nearby wall.The Goblin rises, manages to advance. SMACK! Spider-Mandelivers another devastating blow. The Goblincrumples against a -mearby stone wall. : ae “

Spider-Man picks him up yet again, his rageis barely controlled. He pulls his fistback foranother blow, and knowing this one will put him down for the count,Goblin, to. gave himself, pulls off hismask to revealNorman Osborn.

166 CONTINUED: (3) 166 _.

Spider-Man, his fist still in the air, ready to deliver the final blow, stares in theface of his best friend's father.

Shock. Disbelief. He ripsoff pieces of his own mask to make sure he's seeing right. He is. He lets go of Osborn who slumps to the floor, lookingup at Peter, pathetically.

Peter, his hands covered in blood,trembles, still with rage, shaken by the violence he feels inside.

Surreptitiously, Osbornbrings his right hand around in front of him, unseen by Peter. On his wrist, the TOUCH PAD CONTROLS of the Goblin Glider flashpatiently.

Osborn presses the RED BUTTONon the pad. Peter doesn't see. Behind Peter, the Gliderrises up into the air without a sound. Osborn keeps talking,to keep him distracted.

424. Rev.-Buff 1/9/2001

166 CONTINUED: (4) | Ces 166.

During this, Osborn pushes himself tohis feet. With his back * against the wall, holds out a handin pathetic supplication. *

I have a father. His name was Ben * Parker. ares : cee |

Suddenly a look crosses Peter's face. Osborn begins to | * cackle. It grows louder, crazier,totally, happily insane. *

HIS SPIDER-SENSE KICKS IN | *

OSBORN *

| God's speed, Spider-Man. *

Spider-Man's perception leaps outside his body and whips * around, giving him a look behind him, justas --

-- the Goblin Glider's SPEAR rotatesinto position on the front of the moving Glider, in ultra-slowmotion, just a few feet behind Peter, headed straightfor his back!

In sudden real time, Peter hurls himselfto the side, twisting * and bending in a near-impossible contortion-<

-- the Glider's turbine SCREAMS as itwhistles just past him --

ae terror creases Osborn’ s face --

-- and his own Glider rockets right throughhim.

Norman Osborn slumps over, impaled by his own contraption, pinned to the wall. Peter rushes forward,but it's too late.

So dies Spider-Man's first, and mostheinous, archfoe.

In the distance, Peter hears SIRENS,headed for the hulking * ruin. He looks back at the body ofNorman Osborn. Steps * forward. He cradles him in his arms,lifts him --

167 omrT | = 167

AS

1285. Rev.-Green 12/18/2000

A168 INT OSBORN'S APARTMENT . NIGET =~ ) A168

-- and sets the body down again, this time on the floor of Osborn's apartment,beside wide-open French doors, curtains wafting in the breeze. Osborn's body is dressed again, no trace of the incriminatingGreen Goblin costume. Blood soaks through Osborn's shirt,he looks like the victim of a murder.|

Spider-Man takes a fewsteps away, toward the open French doors, then hears anearly-silent GASP from the door to the apartment. He whirlsaround.

Harry Osborn stands in the doorway, looking from his dead father to Spider-Man,aghast.

Spider-Man raises hishands to protest his innocence. He | takes a step forward-- but Harry takes a step back in fear.

SPIDER-MAN | No... > : ef HARRY | w MURDERER!

Harry lunges towarda table er opens the ‘topdrawer, grabs a gun and turns.

But Spider-Man isgone. The curtains blow in the wind.

Track a lineof expensive cars parked along the narrow winding road. In BG,a fresh grave, a few people from the service, including Pentagongenerals, are dispersing. Aunt May and ee oM. J. stand talking. +

Harry and Peter walk toward the ‘Osborn Bentley. Silent. Then.

126. Rev.-Green 12/18/2000

168 CONTINUED: —”TM | | BL

They reach the Bentley. Norman's chauffeur opens the door for Harry and moves off. |

+ Look... about M.J. I was just trying to please my dad. I thoughthe'd be impressed, me, with sucha beautiful + woman. I know she wasnever right for + me. I wanted tomake him proud, + that's all. Now I'llnever be able + to. Thank God for youmy friend. + You're all the family Ihave left.

+

Harry gives Peter ahug, then gets in the car. Closes the door. The Bentley drives off.

Peter turns and locks toward M.J. and Aunt May on the hall by

+

Norman's gravesite. As he turns, M.J. locks eyeswith: Peter.

+

Smiles at him.

VERY CLOSE ON PETER -V.0O. -- THE VOICE FROM THE OPENING SCENE

Peter is walking towards another tombstone.

VERY CLOSE SHOT - M. J.

Her bright smile. It fills and iights UP. the screen.

naw SHOT - PETER

He turns. PULL BACK to show we are atUncle Ben's gravesite. M.J. enters frame.

| M.J. (cont’d) Your aunt thought I'd findyou here.

FAVOR THE TOMBSTONE - It reads:

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130. Rev.-Pink 2/15/2001

A170 INT. JAMESON’S OFFICE DAY A170

, JAMESON — | Spider-Man, I don't get it. First the town thinks he'strash, now he's a glamour boy.

Don't give me thatline again, I don't trust heroes, they'renothing but criminals in disguise. HOFFMAN, where's Parker,I want some pictures.

| HOFEMAN ft He went to cover the hostagestory. +

JAMESON | | : Suref Another hostage story. But Oe where is he whenThe Green Goblin busted through mywindow? The Goblin + and Spider-Man,in front of our noses! -Agolden opportunityand the photographer whento lunch. + (looking off) | And what's that?|

He's looking at an OFFICE BOY holding up a pair of trousers.

- | | 131. _ Rev.-Pink 2/15/2001

A170 CONTINUED: | A170 |.

| JAMESON What's going on here, who! 8 he think he is, Tarzan? Where ishe, running around the town naked? And who put flowers on my desk?

I did, sir, it's your birthday.

| JAMESON What're you looking for,a raise? I don't want flowers, I wantPeter Parker, not his pants, Iwant pictures, I wanta sellpapers, I want Spider-Man! (He continues on as:)

Spider-Man swings away, shimmering into the glass and stone canyonsof his city.