FADE IN:

EXT. NEW YORK STREETS - NIGHT

A young blonde girl, about nineteen, walks home alone, down
the dark streets of Manhattan. She passes an alley way,
looking around quickly, and picking up her pace. This is
GWEN STACEY.

GWEN
Almost home, Gwen. Don't panic.
Just keep walking.

She passes the alley in a hurry. Four young PUNKS step out
of the darkness. Punk #1 is smoking a cigarette. He drops it
on the ground, grinds it out, and flicks out a switchblade.
They follow Gwen.

A SHADOW, hanging upside down, appears on the wall of the
alley.

Gwen hears the footsteps behind her. She looks over her
shoulder and sees the punks walking behind her.

PUNK #3
Shit! She saw us!

Gwen takes off running. The punks run too. They're faster
than she is, and they quickly catch up, grabbing her, and
pulling her into an alley where they slam her against the
wall.

PUNK #1
Hey cutie. Where are you off too so
fast?

GWEN
Let me go!

She kicks, catching Punk #4 in the gut. Punk #2 backhands her.

PUNK #2
All your cries will do is make us
gag you.

PUNK #3
Let her struggle. It makes it better.

SPIDER MAN (OS)
Did I catch you guys at a bad time?

The punks spin. Spider Man is hanging upside down at the
mouth of the alley.

2.


SPIDER MAN
(waving)
Hiya.

PUNK #1
It's the Spider! Waste him!

The punks pull guns out of their waist bands and proceed to
open up. Spider Man dodges the first two bullets and leaps
onto a building, and webslings over the punks. They turn,
but Spider Man webs their guns and yanks, pulling them away.

SPIDER MAN
Didn't your mothers ever tell you
not to play with projectile weapons?

He drops down onto the pavement.

Gwen scrambles for the mouth of the alley and hides behind a
dumpster.

SPIDER MAN
There. Now let's settle this like
men.

The punks spread out. Spider Man settles in for the fight,
which consists of him standing there, arms crossed. Punk #3
runs at him, but Spider Man ducks the punch, hits Punk #3 in
the stomach, and throws him over his head. Punk #3 collides
with the wall, slides down the wall and lands upside down,
out cold.

Punks #2 and 4 try a different tactic. They attack at once,
Punk #2 swinging a chain.

SPIDER MAN
Ever heard of a fair fight?
(beat)
What am I talking about? I'm Spider
Man!

Spider Man rolls with a punch from Punk #4. Punk #4 looks at
Spider Man.

PUNK #4
Why didn't you go down?

SPIDER MAN
Try hitting harder next time.

Punk #4 tries to punch again but Spider Man grabs his fist
and expertly throws him into the side of the dumpster. Gwen
yelps.

3.


SPIDER MAN
Sorry! My bad!

Punk #2 swings the chain, but Spider Man blocks it with a
forearm. It wraps around his wrist. He yanks and Punk #2
flies toward him.

Spider Man raises his fist and Punk #2 slams right into it.
He's knocked out cold.

Spider Man shakes his fist.

SPIDER MAN
That really hurt!

Punk #1 approaches, twirling his switch blade.

PUNK #1
Not as much as this.

He slashes at Spider Man. Spider Man backflips, but the tip
of the blade slashes through the back of his thigh, cutting
the costume, and cutting Spider Man's flesh.

SLO - MO

ECU OF THE CUT as a SINGLE DROP OF BLOOD falls to the ground.

BACK TO SCENE

Spider Man lands on a wall. Punk #1 slashes again, but
Spider Man grabs his hand with some webbing. He leaps off
the wall, catching Punk #1's legs in webs. He trips him and
the punk lands hard, knocking himself out.

Spider Man surveys his handy work and then webs the punks
together, and leaves them stuck to the wall.

SPIDER MAN
This oughta be worth some money.
Wonder how Jonah will spin this
story?

Gwen stands up from behind her hiding place. She walks
toward Spider Man.

GWEN
Thank you.

SPIDER MAN
Not a problem for your friendly
neighborhood Spider Man!

4.


He salutes and webslings off. Gwen watches him go and then
leaves the alley.

EXT. STACEY HOUSE - NIGHT

Gwen walks up to her porch, unlocks the door and enters.

INT. STACE HOUSE - FOYER

Gwen closes the door.

Captain George Stacey's voice calls from the living room.

STACEY
Gwen, that you?

GWEN
Yes. You'll never guess what
happened to me tonight.

She walks into the living room.

CUT TO:

EXT. EMPIRE STATE UNIVERSITY (ESU) CAMPUS - DAY

PETER PARKER is walking across the campus toward the sience
building in the distance.

MARY JANE WATSON spots him.

MARY JANE
Peter! Hey Peter! Wait up!

Peter turns to see Mary Jane running toward him.

PETER
Hiya MJ. What are you doing here?

MARY JANE
I enrolled. I finally swallowed my
pride and signed up for some acting
classes. I've decided to major in
the Performing Arts.

PETER
That's great! What classes do you
have?

MARY JANE
The usual: Drama, Film. What about
you? Science major?

5.


PETER
Was there every any doubt?

MARY JANE
What class do you have now?

PETER
Advanced Biology with Professor
Miles Warren. He's great.

They walk up to the Pefroming Arts building.

MARY JANE
Well, this is my stop. I'll see you
around tiger.

PETER
Bye.

She runs off to her building and Peter continues toward his.
Peter spots Gwen Stacey walking along.

PETER
Hey Gwen!

Gwen looks up.

GWEN
Hi Pete. Where're you going?

PETER
Advanced Bio, with Warren.

GWEN
Me too.

PETER
How was your night last night?

GWEN
I was attacked on the way home.

Peter stops, looking at her with sincere concern.

PETER
What happened? Are you okay?

GWEN
Spider Man saved me. It was so cool!
He just suddenly showed up and beat
the crap out of them. It was pretty
sweet.

6.


PETER
Really? Is Spider Man really a
menace then?

GWEN
In my opinion? Hell no.

CUT TO:

INT. PROFESSOR MILES WARREN'S OFFICE

PROFESSOR MILES WARREN is sitting at his desk, reviewing a
few notes when the phone rings. He hits the speaker phone.

MILES
Professor Warren.

A voice on the other end.

VOICE
Good day, Professor Warren. I trust
you recieved our special package.

Miles sits up straight, and grabs the reciever, shutting off
the speaker.

MILES
Yes. Yes I got it. That drop of
blood is all we needed to clone
Spider Man's abilities.

INTERCUT WITH:

INT. DARK ROOM

A large massive man sits in a dark room. The shadow is
holding a phone reciever to his ear.

VOICE
Is there a suitable carrier for the
Spider powers?

MILES
I was able to get a genetic sample
from the brightest student in my
class. His name is Peter Parker.

VOICE
Can you make this clone
indistinguishable from the original?

7.


MILES
Through some genetic manipulation I
should be able to make the clone
physically different, yet
genetically the same.

VOICE
Good.

END INTERCUT

MILES
And Mister Fisk, I promise you that
you will be able to program this
clone however you deem necessary.
(checks his watch)
I must be going Mister Fisk. It's
time for class.

INT. DARK ROOM

A small shaft of light illuminates the massive form of
Wilson Fisk. He smiles.

INT. BIOLOGY ROOM

A "stadium seating" class room. Peter is in the seventh row,
Gwen in the twelfth. Miles is walking around in front of a
blackboard.

MILES
Tomorrow all of you will participate
in the next lab. This lab is
required. Failing it will make
passing this class extremely
difficult. We will be dissecting
lizards, so gratiously donated by
Doctor Curt Connors. So, be prepared!
Class dismissed.

CUT TO:

INT. J. JONAH JAMESON'S OFFICE

Peter is sitting in JJJ's office, watching patiently as the
publisher of the Daily Bugle scans the photos of the fight
at the beginning.

8.


JONAH
Crap.
(new picture)
Crap.
(new picture)
Crap.
(new picture)
Mega crap.
(new picture)
Here we are! Great photo Parker.

He spins it around to show Peter. It's a photo of Spider Man
and the punks before the fight began with Spider Man hanging
upside down and Gwen held against the wall.

JONAH
I have the perfect headline:
'Spider Man Watches Gang Attack on
Local Girl!' It'll be a money maker!

PETER
But Mr. Jameson, Spider Man didn't
watch...

JONAH
I know that.

PETER
He saved that girl's life.

JONAH
(not paying attention)
You don't say.

PETER
And you don't care do you?

JONAH
Not one ioda.
(grabs a check, makes
it out)
Three hundred for the whole set.

PETER
Thank you Mr. Jameson.

Jonah slides him the check. Peter grabs it.

JONAH
And hurry back. I enjoy debating
Spider Man.

PETER
Well you're very good at it, sir.

9.


Peter walks out.

INT. CLONING LABORATORY

Miles Warren and Wilson Fisk enter the cloning lab by way of
a double sliding door.

MILES
Again, I can't thank you enough
Mister Fisk. This lab is
unbelievable.

FISK
As the new chairman of the board at
Oscorp, I have access to a great
many things.
(getting down to business)
So, how is my clone doing.

MILES
See for yourself.

He hits a button on a console and the large column in the
center rotates to show a full fledge clone, shoulder length
sandy blonde hair, sandy blonde goatee, nineteen years of age.

FISK
I take it Spider Man's DNA was
mixed with Peter Parker's?

MILES
Yes Mister Fisk. I did that myself.

FISK
Good. I wouldn't trust anyone
else's answer.
(turns to look at Miles)
How long until the mental
programming is finished?

MILES
The finishing touches are being
introduced now. He will be finished
within the hour.

FISK
Any idea on a name?

MILES
I did some checking on Peter Parker.
His uncle's name is Ben and his
aunt's maiden name is Reilly. I
call him Ben Reilly.

10.


FISK
I want to see just what we're
putting in his head.

Miles gestures.

MILES
This way.

He leads Fisk over to computer console. He hits a button and
movies of the clone, his family, his friends, his life if he
had one are displayed. Birthday parties, baseball games,
soccor games, graduation from High School. Prom. Girlfriends,
dates, kisses. Occassional R rated material.

FISK
Excellent. Show me the other, more
darker images.

MILES
With pleasure. These are my favorite.

FISK
You are one warped individual,
Professor Warren.

Miles hits the button again, this time bringing up horrible
images of Spider Man. A bus on it's way to a field trip is
crossing a bridge when Spider Man appears, webs the entire
front of the bus. The bus crashes into the side. Everyone
inside is screaming. They head for the emergency door, but
only the clone makes it out before Spider Man webs it closed.
Spider Man web swings over, kicks the bus, and it falls. The
clone watches.

Another image: The clone and a date, sitting alone on a
balcony. Spider Man appears and knocks the clone away,
grabbing the girl and flinging her over the balcony.

Another image: A fire! The clone is screaming, but can't get
inside. Spider Man is preventing the fire officials from
connecting their hoses to the fire hydrants by webbing the
hydrants. The only audible sounds are:

CLONE (VO)
Mom! Dad! No...

Fisk turns to Miles, a broad grin on his massive face.

FISK
I like it!

11.


MILES
I knew you would. Now, if you will,
the costume designs for our little
clone.

He leads Fisk over to another table where a sketch pad rests.
Fisk picks it up and flips through it.

MILES
I designed these myself.

Fisk flips through the thick sketch pad, passing a variety
of Spider Man like costumes. He finally stops at one. It's a
scarlet red, with large white eyes like on Spider Man's mask.
It has wrist bands, ankle bands, and a blue sleeveless shirt
with a black spider in the center.

FISK
This one. The color reminds me of
scarlet blood being spilled.

Miles regards the drawing.

MILES
My personal favorite. I call it The
Scarlet Spider.

FISK
Again, Professor Warren, you cease
to amaze me.

MILES
Excuse me for a moment, Mister Fisk.

Miles checks the read outs on the cloning column. He turns
to Fisk.

MILES
He's finished.

FISK
Already?

MILES
Yes sir.

FISK
Good.

Miles works with the controls on the column. Finally the
cloning nutrient bath is drained. The glass raises and the
clone falls out of the tank. He coughs and takes his first
breath. He looks up.

12.


BEN
Where am I?

Fisk tosses Ben a pair of black jeans and black T-shirt. He
quickly slips them on.

FISK
You are in a sophisticated hospital
room, Mister Reilly.

Ben focuses on Fisk.

BEN
I know you.

Fisk nods.

FISK
I saved you from Spider Man.

Ben closes his eyes. Screams fade in, as if a bad memory is
going through his head that isn't scene. They fade.

BEN
The fire. Spider Man let them burn!
He killed my family!

FISK
Yes, he did. I was unable to save
them. But I have given you the
chance to get your vengence. I have
given you the same abilities that
Spider Man possess.

Ben turns, spots an empty beaker on a table across the room,
and touches his wrist with his middle and ring fingers. A
web fires across the room, slamming into the beaker, smashing
it against the wall.

Miles' eyes widen.

MILES
He's so strong. I've never seen
Spider Man's webs do that!

FISK
That's a good thing.

BEN
What do you want me to do?

13.


FISK
I've gotten you a job at a local
diner called the Moondance. Spider
Man's closest friend works there.
Use your power to destroy him,
through her.

Fisk holds up a picture of Mary Jane.

FISK
Mary Jane Watson.

EXT. MOONDANCE - DAY

Establishing.

INT. MOONDANCE

Sliverware clinks against plates, people chatter,
conversations of people enjoying a quick lunch.

Mary Jane hands over a glass of Dr. Pepper to Peter Parker,
who's sitting at the counter on a stool.

PETER
So, how's business going?

MARY JANE
Slow. As it has all day.

PETER
Well that's good. At least it gives
us time to talk.

MARY JANE
You got that right.

Peter tosses down an issue of the Daily Bugle with the
picture Jonah accepted from Peter.

MARY JANE
Jonah again, ay, tiger?

PETER
I still can't believe he used
another one of my pictures to make
Spider Man look like the bad guy
_again_! I was there Mary Jane. He
saved Gwen's life.

MARY JANE
I believe you. But controversy
sells. Just look at Eminem.

14.


PETER
I guess you're right.

STACEY
She is right.

Peter looks over as George Stacey takes the seat next to him.
He looks at the Daily Bugle.

PETER
What's your take on this? I know
most police officers don't trust
Spider Man.

STACEY
Well, Spider Man has saved my life
more than once. And he's helped us
catch guys we never would have been
able to otherwise. I just can't see
him as the villian JJJ makes him
out to be.

MARY JANE
There, you see. Your pictures don't
ruin Spider Man's reputation.

Mary Jane slides a cup of coffee in front of Stacey. He
accepts it.

MARY JANE
Anything to eat, Captain?

STACEY
How about a cheeseburger. I'm
trying to stay hip to all you
youngsters.

Mary Jane laughs as she makes out the ticket and places the
order.

STACEY
Would you like something? My treat.

Peter shakes his head.

PETER
Nah. Just thirsty.

15.


STACEY
You know, this does make me kind of
mad. He saved Gwen. Oh well. What
can you do? If I take it court,
Jonah will just get some high
powered attorney and I'll nevert
see a dime.

PETER
That's the truth.

Gwen walks in and sits next to Peter.

GWEN
Hi guys.

PETER
Hey Gwen.

MARY JANE
Hi.

STACEY
Hello honey.

PETER
What are you up too?

GWEN
Steaming over the Daily Bugle cover.

PETER
Join the club.

That's when Ben walks in. He walks up the group.

BEN
(to Mary Jane)
Where do I find the boss?

MARY JANE
In the back.

BEN
Thanks.

He catches Gwen's eye and then walks around the counter and
through the doors into the kitchen.

GWEN
Who's that?

16.


MARY JANE
That's the new guy. Says his name's
Ben Reilly. Part bus boy part fry
cook from what I hear.

SPIDER SENSE! A semi truck going out of control!

PETER
Excuse me. I need to use the rest
room.

He leaves.

EXT. STREETS OF NEW YORK - DAY

Spider Man webslings toward the speeding truck. The semi
barrels down the road, swerving dangerously, threatening to
tip with each swerve. Cars quickly move out of the way,
honking, slamming into each other, and light poles. The semi
takes out a parked car. Other parked cars get nailed, and
are either wrecked or completely totalled.

People dive out of the way and seek shelter inside buildings.

Spider Man swings for the truck cab and lands on the roll
bar. He yanks the door open. The driver is unconscious at
the wheel. Spider Man checks his pulse and his vitals.

SPIDER MAN
He's had a heart attack!

Spider Man gently shoves the driver over and takes the
controls. He jams on the breaks, and releases the air breaks.
The breaks lock and the truck skids, heading straight for
the building across from the Moondance.

INT. MOONDANCE

Everyone crowds around the windows.

GWEN
What's happening?!

MARY JANE
I don't know.

STACEY
I do.
(grabs his radio)
Dispatch, this is Captain Stacey.
I'm gonna need a medical team out
here.

17.


EXT. STREETS OF NEW YORK - DAY

The truck speeds toward the building.

INT. TRUCK CAB

SPIDER MAN
It's not gonna stop in time!

He throws down some webbing to keep the break depressed. He
climbs out.

EXT. STREETS OF NEW YORK - TRUCK - DAY

Spider Man climbs on the trailor, crawling toward the rear.
He reaches the rear of the truck and sends a web line out.
It splashes against the side of a nearby building. He sticks
the other end to the rear of the truck.

SPIDER MAN
Please hold. Please hold. Please
hold.

Spider Man crawls back to the cab, grabs the driver, and
leaps. They land on the sidewalk, Spider Man taking most of
the impact.

The webline snaps taut, the semi jerks to a stop, the
trailor slamming into the back, breaking the rear windshield.

Spider Man lays the driver down on the concrete.

An ambulance speeds onto the scene and paramedics leap out.

PARAMEDIC
Thanks Spider Man. We'll take it
from here.

Spider Man salutes.

SPIDER MAN
Just doin' my job.

He webslings off.

Looking out the window of the Moondance is Ben Reilly, a
look of total hatred on his face.

EXT. STREETS OF NEW YORK - NEXT DAY

Peter's walking down the street, hands in his pockets,
whistling. He passes a newsstand with the latest edition of
the Daily Bugle. Peter stops and picks it up. The front page
has a photo of Spider Man at the wheel, the driver beside him.

18.


The headline reads: "Spider Man Causes Truck Accident!"

The byline: "Driver Barely Stops In Time."

PETER
One of these days Jonah, I'm gonna
break my foot off in that money
grubbing ass of yours.

He walks on. Ben Reilly walks up to the newsstand. He
watches Peter walk off.

EXT. ESU CAMPUS - DAY

Peter traverses the ground of the ESU campus toward the
science building. He spots Mary Jane.

PETER
Hey MJ! Wait up!

Mary Jane stops and turns around, waiting. Peter catches up.

PETER
What's up?

MARY JANE
Not much, you?

PETER
Jonah, again.

MARY JANE
What this time?

PETER
Spider Man causes truck accident.

MARY JANE
Geez. Speaking of Spider Man, did
you catch the latest in his string
of rescues?

PETER
No. I was in the bathroom.

Mary Jane eyes him.

MARY JANE
You know, if I didn't know any
better, I'd think you are Spider Man.

Peter looks at her in surprise.

19.


PETER
Me? I wish I was Spider Man. He
actually looks good in tights.

Mary Jane and Peter laugh. They reach the Performing Arts
building.

MARY JANE
Well, I'll see ya.

PETER
Bye.

Peter enters his building. Ben watches. He starts to follow
when he runs into Gwen, causing her to drop her books.

BEN
Oh God, I'm sorry.

He bends down to help her pick everything up. Their hands
touch when they both reach her binder at the same time. She
looks at him.

GWEN
You're the guy from the Moondance.

BEN
Ben Reilly.

GWEN
Gwen Stacey.
(beat)
Are you in Professor Warren's class?

Ben nods, completely smitten.

BEN
Can I walk you.

GWEN
Sure.

CUT TO:

INT. FISK'S OFFICE

Ben is lounging in front of Fisk's desk. Fisk is standing,
reading a newspaper. He turns to Ben.

FISK
I have the perfect place for you to
reveal yourself to Spider Man.

20.


BEN
Really? When.

FISK
Here.

He throws down the newspaper. It's turned to a page with a
headline: "NYPD CELEBRATES CAPTAIN GEORGE STACEY ON 40 YEARS
OF SERVICE"

FISK
Kill Captain Stacey.

BEN
Or attempt to kill, anyway.

FISK
Have fun.

CUT TO:

EXT. STACEY HOUSE - DRIVEWAY - DAY

Ben and Gwen pull up on Ben's motorcycle. He parks, kicks
down the kickstand and shuts off the bike. He climbs off,
removing his helmet and placing it on the handlebars. Taking
Gwen's, he puts it on the other bar.

BEN
I'm not so sure about this.

GWEN
Oh come on Ben. My dad will love
you. You have to meet him sooner or
later.

BEN
You're right, but...

GWEN
Come on.

She drags him toward the front door.

INT. STACEY HOUSE - CONTINUOUS

Gwen pulls Ben through the door.

GWEN
Dad, we're here!

They walk into the living room where Stacey is sitting on
the couch reading the newspaper. He looks up.

21.


STACEY
Oh, hi there.

He folds the newspaper, placing it on the coffee table. He
crossed to Ben and shakes his hand.

STACEY
You must be Ben. I've heard a lot
about you.

Ben blushes.

BEN
Really?

STACEY
You're the kid from the diner,
aren't you?

BEN
Uh huh. First week.

STACEY
How do you like it?

BEN
Love it.

Stacey gestures.

STACEY
Have a seat.

Ben and Gwen sink down on the couch. Ben puts his arm around
her. Stacey sits in a chair.

BEN
Thank you.

STACEY
So, tell me about yourself. Where're
you from?

BEN
I'm from the midwest. St. Louis,
more specifically.

STACEY
Really? Do you live with your
parents?

Ben's face, for a split second, goes from happy and
talkative, to dark and pained, evil. Just a fast, it becomes
his happy, talkative face again.

22.


BEN
No. My parents are dead. I live
alone.

STACEY
Oh.

GWEN
Your parents are dead?

STACEY
(to Ben)
You never told her?

BEN
It never came up. I've never even
shown her where I live.

STACEY
I never meant to bring up such
painful memories.

BEN
No problem. It's not like we have a
Spider Man.

Ben looks at his watch.

BEN
Ah. I'm gonna be late for work.

He stands. Gwen and Stacey follow suit. Ben shakes Stacey's
hand.

STACEY
It was nice meeting you.

BEN
You too.
(to Gwen)
I'll see you later.

EXT. STACEY HOUSE - DRIVEWAY - DAY

Ben hands Gwen's helmet to her.

BEN
Hold onto this.

GWEN
I will. Ben, the NYPD is throwing a
party for my dad, I'd like you to
come.

23.


BEN
Sure. What's it for?

GWEN
Forty years on the force.

Ben whistles.

BEN
I'll be there.

INT. J. JONAH JAMESON'S OFFICE - DAY

Peter knocks on the doorjamb. Jonah looks up from his work.

JONAH
Ah, Parker. Glad to see you. Have a
seat.

Peter walks in and takes a seat.

PETER
You wanted to see me?

JONAH
NYPD is throwing a bash for Captain
George Stacey. Forty years. I got
my invite, and I need a good
photographer. You.

PETER
Why me?

JONAH
Because you're damn good Parker,
damn good. And just in case Spider
Man shows up. The rest of these
yahoos couldn't snap a decent
picture of the webhead if I payed
them too, and I do!

PETER
I'd be honored, Mr. Jameson.

JONAH
Good. Be ready at eight.

Peter stands and walks out.

CUT TO:

24.


EXT. CLASSY HOTEL - NIGHT

Spotlights, cars being valet parked, people in evening gowns
and tuxedos walking in.

Gwen, dressed in a lovely silk gown walks arm in arm with
Ben. Mary Jane and Peter, both dressed in their finest, walk
over.

PETER
Hey you two.

BEN
Pete, looking sharp.

PETER
Thank you.
(to Gwen)
You don't look too bad either.

BEN
Neither does Mary Jane.

The girls blush.

BEN
If I wasn't with Gwen, I might just
try to steal her from you.

PETER
Likewise.

MARY JANE
Are we going to stand out here all
night, or are we going to go in?

GWEN
Yeah.

PETER
This way.

INT. CLASSY HOTEL - BALLROOM

People dance, a DJ plays the songs, a rather impressive
refreshment bar against a wall. A huge chandelior hangs from
the ceiling, high above the party goers.

Peter, Mary Jane, Gwen, and Ben find a table.

PETER
Where's the Captain?

25.


GWEN
He came in a limo. I decided to
ride with Ben.

BEN
I can still see the valet trying to
figure out my motorcycle.

A rather large man, dressed in the absolute best money can
buy, drifts by the table. Him and Ben make eye contact.

MARY JANE
Isn't that Wilson Fisk?

Peter turns. He nods.

PETER
I think so.

Fisk heads toward Jonah. Peter stands.

PETER
Well, duty calls. I'll be back.

Peter wades out into the crowd.

FISK
Mister Jameson, how are you?

JONAH
Just perfect, Mister Fisk. You look
great.

FISK
I could say the same.

Peter appears, camera at the ready.

FISK
Ah, a photo op.

PETER
Say cheese.

Fisk and Jonah pose. Peter snaps the picture.

JONAH
Mister Fisk, I'd like to introduce
you to my best Spider Man
photographer: Peter Parker.

FISK
So you are the one who shoots
Spider Man's best side.

26.


Fisk holds out his massive hand. Peter shakes it, his hand
disappearing in Fisk's massive fist.

PETER
It's a pleasure sir. I knew the
late Norman Osborn.

FISK
A pity that Spider Man killed him.
I hear Harry isn't holding up too
well.

PETER
He checked himself into a mental
ward for a year. He's really
depressed.

At the table, the group watches Peter talk with Wilson Fisk.

MARY JANE
I wonder what they're talking about.

GWEN
I don't know, but Fisk seems
friendly enough.

BEN
Yeah. He does.

Fisk glances over. He and Ben make eye contact. Ben stands.

BEN
If you'll excuse me.

GWEN
Where are you going?

BEN
To make sure the valet parked my
motorcycle without killing himself.

Mary Jane and Gwen laugh.

BEN
Be back love.

GWEN
Bye.

They kiss and he's off.

In the crowd, George Stacey finds his way over to the group.

27.


STACEY
Why hello Jonah. I didn't expect to
see you here.

JONAH
And miss my chance to score some
dough off all this? Never.

STACEY
(laughs)
Sounds like the J. Jonah Jameson I
know.
(to Fisk)
Hello Mister Fisk. It's a pleasure
to meet the man who donated so much
to the NYPD and to local charities.

FISK
Forgive me, but those seem
inconsequential when compared to
your forty years of service.

STACEY
It's nothing a dedicated man
wouldn't do.

SCARLET SPIDER (OS)
Would you die for your dedicated
cause, Captain?

Everyone looks up. Scarlet Spider is sitting on the
chandelier.

SCARLET SPIDER
Happy forty years, Captain. I hope
you enjoyed them all.

Peter runs off through the crowd.

JONAH
Who the hell is that?!

SCARLET SPIDER
Scarlet Spider, at your service.

JONAH
Parker, are you..
(noticing Peter's
gone; looks around)
Dammit! Where did he go?!

Spider Man crawls on the ceiling toward the chandelier.

28.


SPIDER MAN
Didn't anyone ever tell you it's
not nice to crash a party.

SCARLET SPIDER
Ah, there you are.

SPIDER MAN
What do you want?

SCARLET SPIDER
You.

He leaps to the floor. Spider Man follows.

SPIDER MAN
Why?

SCARLET SPIDER
Why not.

Scarlet Spider kicks Spider Man in the gut and chucks him
into the tables. He slams into a chair and rolls, coming up
and on top of a table. Scarlet Spider leaps up, grabbing the
chandelier and then diving onto Spider Man. They break
through the table.

People scatter, backing away from the two battling
superheroes. Spider Man hits Scarlet Spider with a chair,
the wooden chair breaking over his head. Scarlet Spider
stumbles backward and grabs a glass of champange, bring it
over Spider Man's head with little effect. He ducks a punch,
dives under a kick, and comes up, roundhouse kicking Spider
Man in the head.

Spider Man falls, sweeping a leg out and tripping Scarlet
Spider. He falls. The two scramble to their feet.

JONAH
I knew it! I knew you would crash
the party!

Scarlet Spider and Spider Man look at Jonah. They both web
his mouth.

SCARLET SPIDER/SPIDER MAN
Shut up!

They continue their fight. Spider Man picks up another chair
which is blocked by a table from the Scarlet Spider. He
slams the table on Spider Man, breaking it in half. Spider
Man leaps out. Scarlet Spider webs to the ceiling. Spider
Man follows. They land on the chandelier.

29.


Spider Man and the Scarlet Spider trade quick punches. The
chandelier begins to come out of the ceiling, the screws
popping out.

George Stacey is standing next to Gwen, Mary Jane, and Fisk,
watching. Stacey has his gun out and trying to get a good
shot.

GWEN
Which one are you going to shoot?

STACEY
The red one.

MARY JANE
There are two red ones.

STACEY
The red one in the shirt.

Another screw falls, landing next to Fisk. He steps to the
side.

Spider Man knocks Scarlet Spider off the chandelier. He hits
the ground hard. Spider Man leaps, landing two knees in
Scarlet Spider's chest. The chandelier cracks.

Both fighters look up.

SPIDER MAN
Uh oh.

Scarlet Spider scrambles to his feet. Spider Man webs his
feet, sending the Scarlet Spider flying. He collides with
Stacey and Gwen. They roll out of the way. Spider Man knocks
Mary Jane out of the way just as the chandelier falls. It
shatters.

Scarlet Spider stands.

SCARLET SPIDER
Time to make my exit!

He quickly webs away. Spider Man follows.

EXT. CLASSY HOTEL - NIGHT

Spider Man exits. Scarlet Spider is nowhere to be found.

INT. CLASSY HOTEL - BALLROOM

Gwen, Stacey, and Mary Jane lift themselves up.

30.


STACEY
Gwen! Are you okay?

GWEN
I'm fine Daddy.
(to Mary Jane)
MJ?

MARY JANE
Same here.

Peter pushes his way through the crowd.

PETER
You guys okay?

Ben runs over. He grabs Gwen in a fierce embrace.

BEN
What happened?

GWEN
The Scarlet Spider, whoever he is,
attacked Spider Man. They knocked
the chandelier down.

BEN
Are you alright?

GWEN
Yes.

Jonah walks over, ripping the webbing off, slowly, but surely.

JONAH
(gagged)
Where were you?

PETER
Taking pictures.

CUT TO:

EXT. NEWSTAND - NEXT DAY

Peter, Ben, Gwen, and Mary Jane pick up the newest edition
of the Daily Bugle.

Headline: "SPIDER MAN BUSTS UP FORTY YEAR ANNIVERSERY!" with
a photo of Spider Man and the Scarlet Spider.

PETER
Jeez. When will enough be enough.

31.


GWEN
It wasn't Spider Man's fault.
Scarlet Spider took the fight to
the chandelier.

BEN
How's George taking it?

GWEN
He said it was the best party he'd
ever been too because he got real
close to Spider Man.

Ben glances at his watch.

BEN
Well, Moondance calls. I have to
close tonight.

MARY JANE
Me too.

They head off.

CUT TO:

INT. MOONDANCE - NIGHT

Ben and Mary Jane are the only two there. The lights are
dimmed, the doors locked. The chairs are put up on the
tables. Ben mops the floors while Mary Jane wipes down the
counter.

BEN
You really like Peter, don't you?

MARY JANE
(blushing)
Yes. We both do. How did you know?

BEN
You two are almost always together
and you act so comfortable around
each other. How long have you been
dating?

MARY JANE
For some reason Peter said he
wouldn't be good for me.
(shrugs)
I'm trying though.

Ben laughs.

32.


BEN
Well, keep it up. I'm sure you'll
get him.

The front doors suddenly explode inward, showering glass at
the two. Mary Jane screams and ducks behind the counter. Ben
follows. Four men dressed in black, wearing Nightvision
goggles walk in. One points at the counter. The other three
move forward. They duck behind it and two emerge dragging
Mary Jane.

The other drags Ben into the back. There's a sound of a
fight and a crash, and the man in black walks out.

MARY JANE
Ben!
(to man in black leader)
If this is a robbery, the manager
already made the bank deposit.

The leader shakes his head.

LEADER
Oh no, Mary Jane. We want more than
money. We want you.

The leader grabs her chin.

Mary Jane struggles, trying to squirm away but her captures'
grips tighten.

MARY JANE
Please don't.

The Scarlet Spider steps in front of her.

SCARLET SPIDER
Don't worry Mary Jane. You aren't
going to be hurt. Yet.

With that, one of the goons james a needle into her neck and
injects a sedative. She falls into a deep sleep immediety.
Scarlet Spider hefts her into a fireman's carry.

SCARLET SPIDER
Let's go.

INT. CONCRETE ROOM

Mary Jane comes too strapped to a metal table, her arms and
legs held down with metal cuffs. The room she's in is
completely concrete, no identifying features at all. Only a
door in and out.

33.


As her eyes focus, she sees the Scarlet Spider leaning over
her. She screams and fights, but to no avail.

SCARLET SPIDER
"Welcome to my parlor," said the
spider to the fly.
(leans in close)
I never did like that movie too much.

MARY JANE
Oh god, not you!

SCARLET SPIDER
Yes me. Your friendly neighborhood
Spider Man.

MARY JANE
No way in hell! Spider Man doesn't
wear completely red!

SCARLET SPIDER
Fine! Then I'm your not-so-friendly
neighborhood Scarlet Spider. Better?

He pulls up a metal stool and sits next to the table. He
puts his elbows on it.

SCARLET SPIDER
So how are we feeling?

MARY JANE
Like I'm laying on a friggin metal
table.

SCARLET SPIDER
Good. Now, I have only one question:
Who is Spider Man?

MARY JANE
I don't know.

SCARLET SPIDER
Well I think you do. And we'll find
out.

He pulls a tray full of equipment up toward the table. He
picks up a remote and hits a button.

SCARLET SPIDER
Smile. You're on Candid Camera! And
today we're going to find who
Spider Man really is! Either way,
we give Spider Man something to
enjoy.

34.


He picks up a syringe, and injects something into her veins.

SCARLET SPIDER
Does that make your blood boil?

Mary Jane begins to convulse, her spasms getting worse. She
breaks one of the restraints on her legs and screams.

INT. FISK'S OFFICE

Scarlet Spider walks into Wilson Fisk's office, shaking his
head. Scarlet Spider traverses the length of red carpet and
plops in a chair in front of Fisk's desk.

FISK
How did it go?

SCARLET SPIDER
She either really doesn't know or
she refuses to tell me. I do have
an idea though.

FISK
Really? Let's hear it.

SCARLET SPIDER
Well, I taped the torture session
today. I figure we stage a
disturbance, cause a crime. When
Spider Man shows up, we'll leave
the tape for him to find. A few
hours later, if Spider Man doesn't
show his masked face, we'll release
it to the media. And we'll keep
making them and sending them to
Spider Man until he decides he's
had enough. It'll work. And besides,
it's fun.

INT. BANK

Three masked and armed men hold bank tellers hostage as
another fills a bag full of money.

ROBBER #1
Come on! Come on! We haven't got
all day!

The bank teller finishes.

ROBBER #1
Okay, let's go!

They turn and run into Spider Man.