SPIDER-MAN NO MORE
(aka: Spider-Man II)
Treatment
By William H Scott

Based on characters by Stan Lee and Steve Ditko

FADE IN:

We see close up shot of two artificial, metal "tentacles" gingerly reaching for some electronic equipment, almost as if they are carefully working to enter some forbidden place, by first disabling alarms . A gentle twist is followed by a subtle adjustment and there is a pause, as if they have met their objective. Next, in come a third and fourth tentacle. One appears to set down an object near the equipment before withdrawing, while the other flips a switch that is followed by a bright light and then a distinct hum. The "object" is a lifeless looking laboratory rat lying still on a small tray attached to this machinery. The third tentacle reemerges with a vial of hot liquid that it adds to an opening in the top of the console. The humming sound grows more intense as tentacles continue making adjustments on the control panel. There is an eerie rhythm to the hum as charges of radiation are sent through the rodent's body, turning the surrounding air a strange bluish-green hue. Suddenly, its limbs begin to twitch, and the eyes open. Gauges on the control panel indicate significant healing in the diseased rat's cells as well as vibrant signs of life...

Camera pulls back to reveal an astounded Peter Parker, who looks on next to a slightly bored, but trying-to-seem interested Mary Jane Watson. Shot widens to include Harry to the right of her and then Gwen to the left of Peter. They are on a field study trip sponsored by ESU and arranged by Dr Connors' assistant (Dr Franklin Stillwell) Thoroughly intrigued and in awe, Peter attempts to take pictures but is sharply rebuked by one of the lab assistants, a beautiful, but sharply cold woman.(Carolyn Trainer).

What they are viewing is the back of a man in a white lab coat who is operating the four tentacles which extend through "gaskets" in a glass case, housing the radiology equipment where the irradiated rat is. Sturdy rubber gloves, yellowish-orange in color, protect his "real" hands from any danger of exposure. He takes off the coat to reveal a metal harness around his bare upper waist and lower chest that is connected at the sides to the tentacles. The harness suddenly separates, opening in the center, and the man steps back out of it, removing the gloves. After unhooking what look to be electrical nodes on his temples and pulling down and tucking in his shirt, he turns around to address the admiring crowd.

"The man" is Dr Otto Octavius, one of the nations leading Nuclear Physicists and regarded by his peers as a certifiable "Super-Genius", but equally known for his eccentricity and fiery short-tempered perfectionism. He is a stout man, about 6'2, around 50 years of age and married... if only to his work. He raises the thick goggles that apparently protect his eyes from the radiation glare to reveal a pudgy somewhat, repulsive face, topped by a messy wad of brown hair.

Putting on a pair of glasses, and with a huge boisterous grin, that contradicts his noticeably cruel countenance, he proudly announces the successful results of his experiment; 98% eradication of cancer in the formerly terminally diseased rat.

Dr Octavius goes on to explain that with more study, particularly of any potential side affects, this procedure may one day in the future be available for human treatment and could lead to the elusive cure for cancer. The audience applauds...

After the demonstration, Dr Stillwell, a former student of Octavius' speaks cordially with his mentor, thanking him for allowing the students to view the experiment. Peter, Gwen, Harry and MJ discuss the events, with only the former two being truly interested in what just occurred. MJ and Harry both just seem "along for the ride". Harry cryptically alludes to the fact that Octavius' research has ties to his dad's company. MJ is noticeably attracted to Peter and overtly flirts with him. Gwen is obviously jealous, but Harry is "clueless". The gang makes plans to head back to the library to study and then head for the coffee shop. Peter declines citing the need to "work". Gwen is disappointed, but Mary Jane is intrigued.

Later, a restless Spider-Man swings through the city, attempting to clear his mind. He is confused by his strong physical attraction to MJ in spite of his deep emotional feelings for Gwen. Stumbling upon a car-jacking, he nonchalantly intercedes, cracking wise as he easily dispenses with the car- jackers, even commenting on their incompetence and how bored he is, how he almost wishes for a challenge.

At ESU, Doctor Connors talks with Stillwell, about the demonstration. They have a philosophical difference, with Connors expressing his opinion of Octavius' recklessness and super-inflated ego. Stillwell counters in defense of his mentor, pointing out his brilliance, and saying risk-taking in science is sometimes necessary. He makes mentions of Connors' own research that is related to his very personal struggle with having lost a limb. (First reference to Connor's artificial right arm). Slightly "stung" by the comment Connors thanks him for arranging the trip but sternly advises him to mind his place, and to remember which side his bread is buttered. Stillwell sneers, but reluctantly backs down...

Meanwhile, Captain Stacy, having also grown a little restless, in retirement, informs his daughter that he is considering acting in a consulting basis with the police department , aiding and advising in specialized matters and cases of extreme importance. (She does not know that he has already planned to attend a special military Expo at the invitation of J Jonah Jameson's son) Gwen reluctantly gives him her support, but is not so secretly disappointed. Peter rides up on a motorcycle, he has recently acquired, (an old, used, vintage Triumph cruiser) to pick up Gwen for a date. Captain Stacy is somewhat surprised, feeling it to be out of character for the young man, and privately wonders if something is wrong with him.

At the coffee shop Mary Jane is completely turned on by Peter's new "toy", and is not shy at all about expressing how cool it is. Harry is his easy- going self, admitting its pretty "neat" and remarks maybe he ought to get one since MJ seems to like it so much. Flash makes fun of Peter saying he must be over-compensating for some "deficiency" and lays odds on how long it will take before he kills himself on it. Gwen and MJ playfully spar over Peter's attention, but in the end its the brainy blonde who leaves with Pete. Harry still does not notice that Mary Jane is wildly infatuated with Peter.

Peter goes home. Parking his bike, he gets the distinct feeling, (courtesy of his trusty "spider sense") that he is being watched. Unable to determine the reason for his suspicions, he goes in where he is greeted by Aunt May. She again complains about the motorcycle, believing it to be dangerous. He is clearly annoyed, and expresses it causing a rift between the two. Saying he needs privacy and just wants to be alone, Peter heads for his room. May longs for Ben and his wisdom as she is at her wits end on what to do with her restless young nephew. In his room, Peter again gets the feeling that someone, or something is watching him. He looks out his window and sees nothing. Thinking for a second he is going crazy, he begins to doubt himself a little, or at least wonders if something may be wrong with his spider-sense...

At the Bugle Jameson rides Peter, saying his pictures of Spider-Man are getting old, and that he is considering letting him go if he cannot come up with more new and exciting photos, particularly those of Spider-Man in the "menace" role he believes him to be. Jameson sends Peter on special assignment to an exclusive Defense Department military exposition, in which they are briefing certain allied heads of state on a new prototype defense system called the NULL-1-4R, a revolutionary weapons accessory designed to, among other thing, deter or "nullify" enemy missile tracking signals. Peter eagerly accepts as he sees an opportunity to possibly impress Professor Warren and hopefully raise his slipping grades. Jameson explains that no photos of the actual instrument will be allowed, but he expresses his desire for publicity type (photo-op) photos of the many political dignitaries that will be in attendance. In other words, Jameson, ever the glory-hound, wants to use it as an opportunity to promote both himself and the paper.

Peter is pleasantly surprised by the presence of one Dr Otto Octavius, who was instrumental in the early stages of the weapon's research and development. Captain Stacy is there as well, along with JJJ. The Captain introduces Peter to Air Force Colonel John Jameson, who is a trained astronaut and head of Security on the project, as well as the son of the young photog's belligerent boss. (Peter thinks to himself that JJJ has just sent him here for a glorified family album photo.) He is surprised to find the Colonel is nothing like his father and that he likes him very much. He is a handsome man in his late 20's maybe 30, with close-cropped brown hair and an athletic build, standing 6'2, with the type of presence that immediately commands attention of the room. Though Colonel Jameson has never experienced anything other than a simulated space mission, he comes highly decorated, having received his current rank at a young age for daring sorties over Iraq during early phases of the second Gulf War, as well as dangerous "Recon" missions in Afghanistan. The elder Jameson is very proud, to say the least.

When an Arab terrorist group violently interrupts the meeting in an attempt to steal the NULL-1, (they do not realize that in its current form it is useless) Peter is forced to sneak away and change in to his heroic persona. JJJ notices, thinking Peter is a coward, and nothing like his hero son. Again, Spidey makes pretty quick work of the terrorists, as a fascinated Octavius looks on in amazement. JJJ surmises that Spider-Man must be in on it, and only shows up to "stop it" to make himself look good. His son vehemently disagrees, and vocally praises the hero's actions. At ESU, Dr Connors gives Peter last minute instructions as he prepares to leave for his field study in a remote wetland region of southeastern Georgia. Gathering some materials, the scientist drops some papers, hindered by the stiff, awkward prosthetic that is fixed, where most people have a right arm. Peter quickly helps him pick the papers up, trying not to notice his mentor's slight frustration and embarrassment. He is not sure how Dr Connors lost his arm, or whether he ever had it to begin with, but he has heard the rumors... "lost in a military exercise when he was in the National Guard", "lost in a car accident", etc... Curt Connors is not the type of man to focus outwardly on a handicap, much less discuss one. It's never been a topic that was up for discussion.

Connors shares with him his plans to visit his home in South Florida after his studies are complete, where he intends to pick up his wife Martha and young son Will, before bringing them back with him... this time for good. Having met them on one occasion before, Peter is delighted to hear this, as it must also mean his mentor has decided to relocate and make a future ESU. Connors also briefly discusses his research subject on the depletion of the eastern diamondback rattlesnake in the region, as well as an update to his previous study on the constant influx of foreign lizard species in deep southern states. (He does not mention his "private research" to Peter,) But the young science whiz notices the normal, almost contagious enthusiasm has been downgraded, to simply a "mild interest". Usually, giddy as a schoolboy when discussing reptiles, Dr Connors could interest the most ophiciophobic observer, but at the moment he seems...well, distant. Rather than worry at all, Peter brushes it off attributing it to fatigue caused by the professor working so many long hours.

Peter tells him he wishes he could join him, and how, were it not for the need to remain close to his Aunt, he would "in a heartbeat". Connors encourages him to cooperate and assist Dr Stillwell any way he can, and Pete agrees. They leave together, with Peter turning off the light and locking the door to Connors' office. After they leave the room, a pair of red eyes appear, within the glass of an aquarium, as one of the Doctor's "subjects" has been aroused by the sudden change in light. The lizard flicks its tongue out quickly, and then in slowly, exploring the boundaries of its "cage" with its front feet...

The Birth of Doctor Octopus

INT. OCTAVIUS' LAB-

Two technicians are walking out, leaving for the evening.

TECH 1:

[laughs] Crazy old "Dr Octopus" and his delusions of grandeur. harumph What an hole.

TECH 2:

Yeah, let them suck-ups stay late with "the squid". He's not paying me enough to spend the night in this dump. [laughs]

Camera moves to Dr Otto Octavius once again preparing to assume the harness brace that controls the tentacles. It is secured and mounted to a metal pedestal that is fixed to a huge glass case, that contains massive equipment similar to the one seen earlier at the Expo. He is accompanied by Miss Trainer and one other assistant. Octavius is dressed in dark green surgeon's attire. He puts on his protective gloves, enters the metal harness and puts on his white lab coat.

TECH 3:

Working late ...again... with Dr "Octopus". [laughs]

Trainer shoots him a stern look. Octavius turns slightly, cocking his head back and pauses...

OCTAVIUS:

What... did you just say?

After an icy moment of silence that seems like an eternity...

TECH 3:

Er... nuthin Doc, I mean sir...I was just kiddin' around.

OCTAVIUS:

[after another intimidating pause] My investors are pleased, but they are anxious for more and better results, so that my research can be implemented. We are so close. I do not need slackers or clowns. If you are not serious about this Staley, then kindly take your leave.

TECH 3: (STALEY)

Er... yessir

OCTAVIUS:

I have no need for "yes-men" either...

STALEY:

Yes... er I mean right Doctor. Please, proceed.

OCTAVIUS:

That's better. I have given this much thought. Tonight my friends, we are going to reach a whole new level. Prepare... to be astonished.

CAROLYN TRAINER:

Doctor Octavius, with all due respect, are you sure we are prep--

OCTAVIUS:

[cutting her off] Are you questioning me Miss Trainer?

TRAINER:

No, its just I... we've already been pushing the limits, for weeks now. Are you sure its safe?

Carolyn Trainer is a strong, imposing woman even, that defies her physical beauty. She is a tall for a female, with long flowing black hair, olive skin and deep brown eyes.. But even she is in awe of her intimidating mentor whom she admires tremendously, Its apparent that rare the person is that could have the effect on this woman that Octavius does.

OCTAVIUS:

Miss Trainer, if you are feeling nervous, I suggest you and your coworker make use of the protective suits I have so generously provided. Dr Octavius is anything but careless.

As the master scientist continues to secure the harness and make preparations for his experiment, Trainer and Staley assume precautionary radioactive suits. They watch as Octavius completes the the final steps of securing the harness, which involves Trainer helping fasten more electrical nodes to his spinal region. An electronic chip in the harness allows electricity flow to connect with the Doctor's nervous system which allows him to actually mentally control the tentacles. And with the aid of dials on the front he is able to adjust their movements further. Lastly he attaches the electrical nodes to his temples that allow him, in effect, to "see" what the tentacles see, up close. The wires are routed in to tiny "cameras" in the ends of each tentacle which also each have a three pronged "claw" that is able to grasp and release objects, as well as to depress buttons and adjust switches on the equipment within. And Finally... he puts on the goggles.

There is no animal subject this time, but rather levels are set for a simulated human treatment. Octavius has increased the amount of radioactive liquid he adds to the equipment to see if simulated results can be increased from the 98 % previous high mark.. The humming and whirring of machinery grow louder as the gauges spring to life on the control panel. We see through a tentacle's P.O.V. in a sort of infra-green video what Octavius is viewing ,as they methodically make adjustments.

TRAINER:

[nervously] Doctor...the K-Levels are at their peak, and starting to "red out". Perhaps we should back off.

OCTAVIS:

Don't be ridiculous [he snaps in a bellowing tone] We are close...

STALEY:

Yeah, we've never been this "hot" before. I don't know...

TRAINER

Otto... please...

We get the first sense that she may hold more than just admiration for him but romantic feelings as well. Staley looks on apprehensively.. Intense, and concentrating on his goal Octavius snaps at her..

OCTAVIUS:

SILENCE!! Can you not see I am concentrating.? Go to the observation booth, and take that worthless excuse for a human being with you. [gestures to Stayley]

TRAINER:

[almost teary] But...

OCTAVIUS:

Now!!!!!!

Trainer, reluctantly, tugs at Staley and the two withdraw upstairs to the safety enhanced observation booth. The tentacles continue to work frantically, adjusting dials and adding liquids. Geiger counters are off the scale as the simulated results go up to 99.4%, but tentacles add still more chemicals. Octavius knows the levels are too high, yet... Just a little bit...more, and then...

EXPLOSION with radioactive blast

Having witnessed the accident from the safe confines of the observation booth above, the two technicians rush down the stairs to attend to Octavius. The glass casing has been shattered and a bluish–green radiation haze fills the room. Octavius lies limp, face down in the floor, still attached to the harness which has separated from its mounting in the explosion. Tattered traces of his lab coat remain. They quickly, but gently, roll him over to find his goggles have been blown apart, and melted remnants hang off his swollen cheeks. Haven taken the full brunt of the radioactive blast, his eyes are shut and his face is frozen in a horrible grimace. Trainer points to the harness, and together they try to free him from it to no avail. She rushes to the phone to summon medical help, as Staley continues to wrestle with the harness. Then suddenly all four tentacles spring to life, swirling and filling the room with a sickening mechanical hissing sound, like some sort of futuristic version of a mythological creature; a robotic Kraken, or giant Medusa.

Trainer crouches in defense as she notices Staley has been snagged by two of them, seeing the helpless look on his face as he screams within his mask. Strangely, they do not seem "after" her. She watches in horror as Staley is repeatedly slammed into the wall, leaving a gruesome bloody smear. Hysterically, she attempts to free him, and is accidentally hit and knocked to the floor, by one of the flailing metal arms, losing her mask. The effort was in vain though as Staley's now lifeless body hangs, still, suspended in mid-air. Octavius is still unconscious, but alive... in fact... changed. A tentacle slowly, gently picks up Trainer. Another carefully returns her mask, placing it over as she cries. Unfortunately, she has already breathed a dangerous dose of radiation...

Meanwhile, Peter is at Gwen's house where, he, her father and she are relaxing, just watching TV and talking. Peter is quite comfortable and realizes this is what he risks losing everyday by being Spider-Man. When news comes in over Captain Stacy's home scanner that an explosion/possible radiation leak has occurred in lower East Manhattan, Peter suddenly decides it is getting late, and excuses himself. Gwen doesn't really act disappointed, and simply wishes him goodnight. Perhaps she is getting used to him coming and going mysteriously. The Captain , however, asks him "why the rush in leaving and gives him a suspicious look.

A rescue squad and police arrive at Octavius' Lab to discover the horrible carnage. At the sight, one paramedic says simply... "holy hell". The radiation has subsided, but is still present so they quickly vacate and a special team of firemen with protective suits are sent in. Octavius and Trainer are no where to be found, only a ravaged laboratory and one bloody corpse.

Peter speeds his way home on his motorcycle to check in with Aunt May so he can scout out the accident as Spider-Man. When he arrives it is all over the news about the tragedy at Dr Octavius' Lab. Aunt May comments on "that poor man", after having seen him previously on the news during the Weapons Expo. Peter tells her has to study late "tutoring Harry", and that he just came by for a book. He runs upstairs, grabs a "book" and rushes back out in to the night to assume his alter-identity...

Meanwhile in a seventh story apartment in Greenwich Village, someone lies unconscious in a bed. Outside are the sounds of sirens as we see a shadowy figure standing over the bed, seemingly very concerned. Camera pulls away to reveal Carolyn Trainer in the bed, deathly sick from radiation poisoning. (scene to be shot to look initially as if it is Octavius in the bed). Octavius, now wearing a large, dark green overcoat on top of his "scrubs" (the tentacles we know are there, are hidden) , is administering to her. "Rest easy my dear. I'm going to help you", he says. (We do not see his face) More sirens as police have evidently come to Trainer's apartment to question her on the events of the accident. Octavius ignores the distraction and continues to give her attention...

Spider-Man meets Doctor Octopus

INT. CAROLYN TRAINER'S APARTMENT

After miraculously reviving from a near fatal accident with renewed strength and vigor, Dr Octavius continues to attend to his dying patient, his (secretly) beloved assistant and protégé, Carolyn Trainer. Not only did it make sense to quickly whisk her away to a private place, (to hide after the horrible events of this evening) but it will it give him a chance to administer to her worsening condition. His back is facing the camera. We do not see his face.

OCTAVIUS:

Carolyn, my dear. Stay with me. You must be strong. We will get through this. I swear it. I will not let you suffer for my mistakes.

She lies still, and unresponsive. He is able to speak this way to her only when she is unconscious, never able to express his feelings and emotions to her directly. Because, though the radiation, has already begun its terrible "rearranging" of his brainwaves, he truly cares for her and is remorseful, perhaps for the first time in his life.

EXT. STREET OUTSIDE THE APARTMENT

Spider-Man swings down and lands on top of a police car.

COP:

Hey, it's the spider-menace. What are you doing here?

SPIDER-MAN:

You know me. Never miss a party.

COP 2:

Get him!

SGT O'REILLY:

Now hold on Johnson, lets stay focussed here.

SPIDER-MAN:

Octavius... Where is he?

SGT O'REILLY:

[motions up] He's in there, and he's got the girl with him.

SPIDER-MAN:

Not for long...

O'REILLY:

Spider-Man! Wait...we have reason to believe he's dangerous.

SPIDER-MAN:

He's a science geek. How dangerous can he be? I'm going in.

O'Reilly just shakes his head.

INT. THE APARTMENT

OCTAVIUS:

There, that should help the pain, now just--....

SPIDER-MAN:

V/O [from behind Octavius] Just what? Take 2 cyanide pills and call you in the morning? Sheesh, some doctor you are. With friends like you, who needs murderous stalkers. Now step away from her Octavius... slowly.

Dr Octavius, his back still to the screen, reaches in his pocket and puts on a pair of dark glasses, before turning to face the hero.

OCTAVIUS:

[with that slow intimidating pause he uses so well] Well, [slowly turns around] What have we here... an annoying little bug.

SPIDER-MAN:

I prefer the term, arachnid. You being a scientist and all, I figure you'd know the "diff".

OCTAVIUS:

Very well, but a pest all the same.

SPIDER-MAN:

That kinda hurt Doc. You know, way down deep like.

OCTAVIUS:

Spider-Man... allow me to demonstrate how I deal with... pests

Octavius throws off his cloak in dramatic style to reveal four menacing metal tentacles that writhe and eerily line up in uniform formation to face Spider-Man.

SPIDER-MAN:

Whoah... pretty impressive parlor trick there Doc, Whaddya call yourself... Daddy Longlegs?

OCTAVIUS:

No, I... am... Doctor... Octopus

SPIDER-MAN:

Er..you sure its not Doctor "Off-his Rockerus"? What have you done to the lady?

DOCTOR OCTOPUS:

That is none of your business, you meddling fool. Now leave me to my business, or I will destroy you.

SPIDER-MAN:

Sorry, can't let you do that Doc. You need help. She needs help. Now lets handle this quietly, the easy way. What do ya say?

Suddenly a tentacle smashes in to the space Spider-Man occupied just a tenth of a second before, as only his super-human speed saves him from being crushed.

SPIDER-MAN:

That's a wicked backhand ya got there "Ock".... bet they could use you at Wimbledon. Then again with your looks, the TV cameras aren't going to love ya.

Spider-Man sprays a wide stream of webbing that effectively joins all 4 tentacles together, which Octavius promptly shreds to pieces with ease.

SPIDER-MAN:

Oh boy...

DOCTOR OCTOPUS:

[evil bellowing laugh] Your puny webs are no match for my tentacles Spider- Man!

Octavius knocks Spider-Man across the room with the swipe of one tentacle.

COP:

V/O [through bullhorn] Come out Octavius. We have got the place surrounded.

SPIDER-MAN:

Gotta admit, you do pack a wallop Doc. Ouch.

DOCTOR OCTOPUS:

Leave me alone Spider-Man. I must attend to her. She's... dying.

SPIDER-MAN:

From what, more of your attention? Give yourself up. They can help her... help you.

DOCTOR OCTOPUS:

I am tired of your insolence!!!!

All four tentacles reach out, grabbing Spider-Man raising him in the air, choking the very life from him.

DOCTOR OCTOPUS:

Where are your insults now? Your puny taunts? Ehhh?

He slams Spider-Man from wall to wall, in such a way that would easily kill any normal man, before bringing him back before him raised up like a limp rag doll, head hung low, unconscious.

DOCTOR OCTOPUS:

Bah!! I warned you that you were no match for the awesome power of Doctor Octopus! Time to throw out the trash...

Octavius tosses Spider-Man out the window, where he falls to the street below.

The gathered crowd gasps as the beaten and bloodied hero lies still in the street,

BYSTANDER:

Is... he dead?

COP:

Looks like.

The cop walks over to Spider-Man and kneels down to check, before reaching to unmask him.... And then...

From inside, a deep bone chilling cry...

OCTAVIUS:

V/O [from inside] NNNNNNNNOOOOOOOO!!!!!!!!!!!

The cop withdraws as the attention of the crowd moves to the dark figure who has appeared out of the upstairs window and is crawling, yes, crawling down the side of the building like a giant monstrous tarantula. There is a sickening crunch as each tentacled claw digs in to the concrete and steel of the building.

O'REILLY:

Hold your fire! [disgustingly] He's got the girl...

Dr Octopus descends slowly before dropping to the street, holding the dead body of Carolyn Trainer. He softly lays her down on to the ground as two paramedics pick her up and place her on a stretcher.

O'REILLY:

Surrender!

DR OCTOPUS:

Never...

The police force unleash a barrage of bullets at the deranged scientist, but his living mechanical tentacles are able to deflect them, sending bullets flying in every direction and towards innocents in the crowd. Sgt O'Reilly is forced to give the hand signal, signaling cease-fire. There is an eerie pause, and then the man formerly known simply as Otto Octavius begins to rise in the air, as four tentacle become formidable "legs" on the ground and extend, elevating their "host" to an intimidating height of nearly 20 ft.

Spider-Man is slowly regaining consciousness, as the crowd remains focussed on the incredible sight.

DOCTOR OCTOPUS:

I have lost much tonight...yet gained as well. But... you all will pay for your interference, your mocking, your abuse I... am Dr Otto Octavius. But you may call me... as others foolishly have in jest... Doctor...Octopus. And know this... when the time is right I will slowly kill the one known as Spider-Man for what he has taken from me. This... I swear.

With, that , he walks away with amazing speed on those massive stilt like "arms", quickly climbs a building and is gone, before the lawmen can react.

Before he can be accosted, the injured, weak, and nearly delirious Spider- Man sneaks off, to avoid being captured and unmasked...

Peter stumbles home, weak and sore. Aunt May has gone to bed, and Peter goes straight to his room and sleeps through class the next day and also, it turns out, a date with Gwen. The next evening Aunt May checks on him and he tells her he thinks he has just come down with something. But truth is he is has been beaten and bruised beyond being able to function. After relative easy success (Other than his encounter with the Goblin, whom he was still ultimately able to defeat) with crime fighting, he wonders aloud to himself, if something is wrong with him. How could he have been defeated so easily.. so utterly completely...beaten? Frustrated and his confidence severely shaken, he ponders whether he is even doing the right thing anymore, and begins to entertain the idea of giving up being Spider-Man.

Aunt May comes back to his room and tells him "Mr Jameson is on the phone". Jameson demands to know if he has gotten any photos of "the mad scientist". Peter tells him no and that he's not sure when or if he'll ever be able to. Jameson is livid, and threatens him, telling him he better come by the office in the morning...preferably with photos of Dr Octopus.

Peter immediately calls Gwen to apologize; his excuses already worn thin, he tells her he's been sick, and just fell sleep and apologizes for not calling. She, as is her personality, does not rake him over the coals, but is clearly upset and coldly agrees to let Peter come over the next day... to "talk".

The following morning Peter goes by the Bugle and is thoroughly chewed out by Jameson who throws a paper down on the desk with an artists rendering of Octavius and a headline... Mad Scientist on the Loose! Doctor Octopus terrorizes New York. Apparently, during the hours Peter was "out" Dr Octopus has robbed a bank in broad daylight, smugly walking in and tossing guards and any resistance aside like flies. He warns Peter that he will not hesitate to get rid of him for good if he does no shape up and get him some relevant photos.

Peter goes to Gwen's house only to find her being very friendly with John Jameson who has come to personally request Captain Stacy's assistance in designing a plan of security for the "The Nullifier". Jameson reminds Stacy that even if he were to take it in its current form, it would be useless to him. A vital component, Isotope 17, is being held in military storage, (for security reasons) so the odds of Octavius being able to steal the weapon and make it functional are low. The Captain mutters something about his supreme intelligence and wonders how much , if any, the accident has impaired it.

With Octavius on the loose, and it a known fact that he was instrumental in its design and development, Jameson is being proactive in attempting to form a plan to make sure the Nullifier remains safe. Peter is clearly jealous at how John and Gwen seem to be "getting on". To Gwen's further disappointment Captain Stacy decides to "come out of retirement" and advise and consult with the Defense Department until the crisis with Octavius is resolved. After John leaves, Gwen and Peter have a talk, with her confronting him on his "irresponsibility". (Ironic since we know it is his dedication to this responsibility that is causing him problems with her in the first place). He leaves with much still unresolved with Gwen....

Further complicating matters, Peter comes home to find Anna Watson and Dr Bromwell there, as well as Mary Jane. Aunt May has had what apparently is the latest in a string of dizzying weak spells; this one being serious enough for Anna to call the doctor. Dr Bromwell launches a thinly disguised criticism at Pete for not being more attentive and vigilant for signs of her declining health. Of course May is too proud to have mentioned it to her nephew herself. Anna chides him as well commenting on how surprised she is that Peter hadn't noticed. .MJ, feeling bad for Peter, desperately wants to take up for him , but she has nothing to go on and looks on helplessly as Peter is pretty much raked over the "guilt coals". Dr Bromwell prescribes some medicine and stresses the need for constant care and attention. And as always, he warns against any sudden disturbances or stress, since he is worried the spells may be related to her heart condition.

In his room, wondering how much worse things can get, Peter obsesses over the events of his defeat by Octavius. Having reached an emotional boiling point, compounded by lack of sleep, falling grades, and his suffering relationship with Gwen, he vows to get even with Dr Octopus and prove (most of all to himself) that his failure was a fluke. Peter spends the rest of the evening tinkering with a pet project, a small electrical device made from parts of Uncle Ben's old ham radio set, and pieces of assorted "equipment" from the basement. Ben's small tool shop in the crude dirt floor basement, filled mostly with what most would consider "junk", had been quite helpful to him in the past. , ( flashback of young Peter and Ben working together in basement) .As a young lad, he had spent many a Saturday down there with his Uncle "piddling the day away" as May would say turning pieces of old electrical equipment in to the next revolutionary household device that would end their money woes forever. It is in such a spirit that Peter still finds solace, and helps keep his beloved Uncle close, and his memory alive.

Now he is working on a tracking device that will enable him to keep tabs on dangerous foes, leading him to their lair, where the element of surprise will render them vulnerable. May, though weak, still manages to peak in the door at her young nephew. She can't help but smile at the memories it brings back for her, as well as of her beloved husband... and his talented and charismatic little brother; reminding her they both continue to live on... through Peter.

Spider-Man and Mary Jane

The next day, Spider-Man makes a point of maintaining a presence around the World Expo Center where the high tech military device NULL-1-4R, nicknamed "The Nullifier" is being held, heavily guarded, due to the impending attack of Dr Octopus. Jameson and Stacy are wll prepared. However, there are no disturbances and no sign of the deranged scientist. That is because he has outfoxed them all and already infiltrated Stark Industries, the defense weapon manufacturing facility on Long Island, where he easily obtains Isotope 17, a vital component necessary for operation and successful execution of the NULL-1-4R. Octavius appears to be 3 steps ahead of Stacy, the military, and Spider-Man.

Dressed in the colorful garb of his alter-ego, Peter swings over to the campus coffee shop where he hopes to run in to/meet Gwen. He hops down to his customary place in familiar alley way to change in to his "civvies" when, suddenly, he finds himself with company. Mary Jane who, is outside talking on he cell phone, happens to walk around the corner and see the web- slinger reaching in to his web-pack for his clothes. Though still masked he is startled and even more so by her forwardness. Hardly intimidated or shy, she shamelessly flirts with him and asks him all sorts of questions. Mary Jane is obviously attracted to the mysterious, exciting aspects of life; a true free spirit.

MARY JANE:

Changing in to something more comfortable Tiger? Well don't mind lil' ole me.

SPIDER-MAN:

Yeah, uh, [chuckles] do ya mind?. Even us dashing super-hero types gotta make a pit stop once in a while.

MARY JANE:

Whatever you say man. Much as I'm so dying to see what's behind that mask, even a curious gal like me's gotta respect privacy. See ya around Spidey.

He watches as she walks off, and there should almost be some rhythm and percussion to accompany the sight he sees. MJ is just physically stunning.. Crude, but the phrase "can I get some fries with that shake" goes through his mind. Peter Parker is still, in fact, part... man.

Having to dally a while as to not seem suspicious, Peter goes in to the shop but to his disappointment, Gwen is not there. MJ excitedly tells the gang all about how she met and talked with Spider-Man and how cool he is. Flash is of course impressed. MJ asks Peter where Gwen is and he distantly replies he' s not sure. Both Flash and Harry openly flirt with the sexy redhead but she seems to be interested only in Peter; intrigued by his aloofness and mysterious aura...

Doctor Octopus Attacks

Meanwhile at the behest of John Jameson and Captain Stacy, The Daily Bugle publishes a story designed to misdirect Octavius. The article is intended to lead the public to believe the Nullifier will be on extended display at World Expo for several more days, before being transported by train to an Air Force Research Center in Ojai California. In actuality, it has already been "replaced" with a replica while the real device, escorted by a heavily armed military convoy, is secretly being shipped to Fort Bryan, just outside the city. From there it will be flown back safely ASAP to a top secret government facility in Oak Ridge, TN. But once again... Dr Octopus is a step ahead of Jameson's team and makes plans to intercept them.

The convoy reaches a power truck blocking the middle of the highway. A couple of "workers" flag the vehicles to slow down. Suddenly, two loud cracks go off as smoke blombs explode. The door to the back of the power truck opens and jumping out of it, wearing a dark green military style flight "jumpsuit" and heavy duty goggles, is Doctor Octopus who converges on the convoy like a hurricane; tentacles writhing wickedly. Turning trucks and cars over left and right in anger, Octavius demands the Nullifier be handed over, boasting that it is his creation and thus belongs to him...

The elite security team, assembled by Jameson, offers resistance, but bullets are useless against the formidable tentacles, which simply send them ricocheting back in their faces. One soldier foolishly confronts the madman, almost face to face before he is easily snagged and lifted up for all to see. He drops his weapon and his feet dangle helplessly in the air, as Octavius unceremoniously, coldly but cleanly, snaps his neck. The sickening sound of the breaking bone in the flesh is audible even above the eerie serpentine noise of the tentacles. It is a calculated act; a demonstration to all... he is not to be trifled with.

We now see the familiar red and blue figure of Spider-Man enter the scene. This time, he is there, having tailed the convoy for good measure, and moves in to action. He appears nervous, not near as confident, and Octavius pretty much laughs in his face.

SPIDER-MAN:

Hey, "Doc Ock"! I do believe you owe me a dance.

(from this point on Octavius will sometimes be referred to as 'DOC OCK')

DOCTOR OCTOPUS:

Well, [chuckles] if its not the little bug.

SPIDER-MAN:

Listen Doc, we've been through this, its spider... remember?

DOCTOR OCTOPUS:

The only thing I seem to remember is crushing you like a miserable little cockroach. And yet, you're back... for more? [laughs heartily]

SPIDER-MAN;

Yeah, well, I'm a glutton for punishment...Or maybe its just I've got a man- crush. The way you held me in you arms...like no other. Haven't been able to forget it.

DOCTOR OCTOPUS:

Really?... Remember... this!?

A tentacle lashes out in the direction of the hero's face, and with super- speed he is able to dodge it, but is just barely able to avoid the second and is violently knocked to the ground by a third.. Unrelenting, Octavius moves in for the kill. However, this time instead of being caught in them Spider-Man anticipates, and jumps around arobatically dodging them taking only a superificial blow occasionally. Having learned the hard way not to underestimate the speed and power of the tentacles, at one point he even manages to grab one and whiplashes it causing a reverse blow that reverberates back sending "Ock" reeling.

Sensing an opportunity, Spider-Man darts in for a kick, but is smacked down sharply by a tentacle. Two more reach for him, attempting to grab him, but can't hold on, only tearing pieces of his costume. With his spider-sense and agility he is able, for the most part, to avoid them. The two enemies continue to exchange verbal barbs as they battle. Dr Octopus finds his way to the main truck and rips off the sheet metal from one side-panel, taking possession of the Nullifer. Spider-Man surprises him with a kick in the back, but a tentacle reacts almost instantly. Doubling back like a cracking bullwhip, it smashes in to him, causing him to cry out loud in pain.

With his prize "in hand", Octavius turns to finish the reeling hero, who is lying exposed and vulnerable, from the last blow. Almost instinctively Spider-Man reaches up and sprays (while the other hand adjusts a small nozzle on his wrist) a thick shot of web-fluid in the Doc's eyewear, temporarily "blinding" him. He then moves in for a "knockout" ,(hopefully), punch as Octavius claws at the goggles with his hands... The tentacle holding the Nullifier reaches to try and tear away the webbing, leaving the military device suspended in midair, just as another tentacle snags it. Yet another mechanical arm reaches out and clobbers the hero before he can take advantage. He is quickly grabbed by the other two tentacles and thrashed wildly about as Ock struggles with his goggles. It becomes clear to us, that Dr Octopus can indeed "see" through the tentacles, in addition to just being able to mentally control them.

Still encumbered by his webbed goggles, Octavius releases Spider-Man, and flees up the road toward the landing strip at the, now nearby, base. His tentacled claws dig into the asphalt, with each massive stride, propelling him speedily at great distances. (Eerie effect here as we see two tentacles rise and pause in midstep and the claw rears back slightly so as to visualize or "picture" his next step.). Spider-Man hops forward on top of several vehicles in pursuit, and is then forced to use telephone poles to web-sling his way after him...

Now we see a highway chase, but instead of cars its two super-powered humans. Ock finally manages to rip the shreds of webbing from his googles, or at least enough so to see, and eats up huge chunks of road, as his his huge metallic stilts KLANK on the pavement and whir with that creepy metallic reptilian sound. Cars swerve to get out of His way, and the ones that don't he tromps over like scattered toys in the living room floor. Most people are fleeing from their vehicles to get out of the way. One car is not so lucky, as he stops it, lifts it up and propels it backwards.

Then when see Spider-Man, not far behind, in desperate pursuit. Seeing he is gaining, Ock tosses a car 'over his shoulder' at the hero, who not only has to dodge it, but stop and get the passengers out safely. As he is doing this another vehicle comes hurdling at him and the vulnerable passengers. He has no choice but to throw himself between the vehicle and the bystanders. Spidey "catches" the car, giving the onlookers time to jump out of the way. Mustering all of his super-stength, he strains to lift the car up and off himself, before quickly resuming the chase. Another car comes hurdling at the hero, but Spider-Man is able to divert it to the side with a web "lasso", just barely missing striking more terrified commuters.

However, Octavius has managed to put enough distance between them and arrives at the airstrip. He easily rips through the heavy reinforced barbed- wire and chainlink fence, as if it were paper mache. Once again gunfire is useless against him and Ock dispenses with the few guards, rather quickly and quite easily. He makes his way to the warming military chopper that is waiting, set to deliver the Nullifer to Oak Ridge. Tossing a couple of men from it he climbs aboard and addresses the pilot, who draws his firearm.

DOCTOR OCTOPUS:

You may drop the ruse, my friend. Get us up... NOW!!!

PILOT:

[smiling and putting away gun]

Right away boss. Things are working just like you said they would.

Obviously, Octavius had already succeeded in planting one of his men in the transport mission...

Spider-Man, arrives at the airstrip just as the helicopter is lifting off. He leaps up and grabs the landing gear as a tentacle descends from within snapping at him. The aircraft ascends, and one of the tentacles smashes the hero in the head, causing him to lose his grip, and plummet toward the ground. Quickly firing a web-line he then shimmies up it like his namesake and back on to the landing gear. The helicopter flies higher and higher, now nearing NY Harbor, with Spidey desperately hanging on for dear life. When another tentacle lashes out again, Spider-Man grabs it, and now holding on with arm to the 'copter he pulls the mechanical arm down throwing the aircraft off balance and Ock is forced to "withdraw". With the way clear, Spidey manages to make his way up and in to the chopper.

There is a struggle within the close confines of the aircraft, as Spider- Man struggles to stop Octavius. But he is now in the unenviable position of receiving an up close and personal taste of those deadly tentacles. At one point he is nearly thrown from the 'bird, but manages to grab a flailing tentacle, and pull himself back up. Now consumed with rage, Octavius lashes out and accidentally strikes the pilot who is knocked dead instantly, sending a blood splatter across the inside of the windshield. Spidey, alarmed, tries to reach for the controls, but is clobbered by the crazed scientist. With Spider-Man firmly in his grasp, Ock realizes the danger. As the helicopter spins out of control. He attempts to assume control of the aircraft, tossing the pilot's body out down to the water below. Spider-Man is near unconsciousness now, from the point-blank beating. He groggily looks up to see Ock at the helm, desperately trying to steady the helicopter as it wildly drops out of control towards the Harbor below...

The chopper crashes hard in to the ocean. Still a bit groggy, Spider-man is trapped in the part submerged in water, but escapes through the damaged door. He attempts to swim to the surface for a much-needed gasp of air. Just as he is nearing the surface (the top of his head even breaking it) he is of course snagged by a tentacle and yanked back under. Ock emerges from the 'copter and unbeknownst to either, the Nullifier is shaken loose and slowly sinks to the bottom of the Atlantic Ocean.

Now in the grasp of the tentacles, Spidey is wheeled around to face Octavius, who is staring at him with a big twisted grin; his eyes protected by the thick goggles. The tentacles are swirling in a hauntingly slow fashion. It is a horrible visual for Spidey, as he is weak, beaten and in dire need of air. Now he must face this large mechanical octopus in its element. If we could peer in to the mind of Spider-Man right now, we could almost hear him thinking that if he gets out of this alive, he'll embrace the people he loves and give up being Spider-Man... forever. (Just imagine if you were a teenager with a sickly aunt, piles of schoolwork, a beautiful, loving girlfriend. Would you put yourself through this?)

Spidey is nearly able to free himself for a moment, by releasing all of his web-fluid at once. The webbing tangles the tentacles like seaweed, but... only... temporarily. Still holding the hero in his grasp, eventually, Ock needs air and his tentacles swirl, churning the water into a froth as he is raised above the surface to breathe. It is an intimidating sight. The tentacles effectively "tread water" for him as he sadistically laughs at Spider-Man's predicament. Beginning a cruel game, he lifts the hero up out of the water, only to dunk him once more below. This goes on repeatedly (to Spidey's and our agony), until he is near death...then suddenly... Ock is distracted by a shifting of the now burning helicopter.

DOCTOR OCTOPUS:

Wha?...No! My machine!

Remembering his objectives, he suddenly releases Spider-Man.

SPIDER-MAN

(weakly)

Ock... no...

DOCTOR OCTOPUS:

Nooooo! Not like this!

Ock makes his way in to the helicopter to retrieve the Nullfier, unaware that it is lying on the bottom of the ocean. Spider-Man looks on as there is a HUGE EXPLOSION... with flames and scrap metal flying everywhere. Spider- Man is thrown back.

Next we see a weak, battered Spider-Man wearily climbing up on to the docks, at the harbor. He lays low to stay out of view of the lurking Coast Guard ships that are searching for him. Octavius has apparently perished in the explosion....

Later, Spider-Man, is crouched on top of phonebooth, where he calls Aunt May. Behind and below him is an electronics store. We see a TV in the window with J Jonah Jameson's face on the screen, and then ariel footage of the highway chase and of Spider-Man leaping up on to the military chopper.

There is no answer at home, so Spider-Man punches in the code to check his answering machine. There is a message from Gwen that, Aunt May is sick and has been taken to the Hospital. Next we see the phone receiver dangling, as Spidey has raced off to Queens Medical Center check on his Aunt. Zoom in on television screen with Jameson's face and then, a text screen with phone , that reads, " $100,000 Reward for Capture of Outlaw Vigilante... Spider- Man..."

After a short interlude in Aunt May's hospital room with Gwen, Harry, MJ and Anna, we see Spider-Man as he arrives just outside the hospital. In a hurry, he hops down almost directly in front of the hospital, and turns to find a secluded spot to change. (He is also now wearing a web-pack) Suddenly, he is faced with a high pitched scream.

LITTLE BOY:

(screams)

Mommy, mommy!

MOTHER:

Its OK, Stephen hon, mommy won't let him hurt you... come on.

she picks up the little boy in her arms and walks of.

MOTHER:

Come on Johnny.

SPIDER-MAN:

B-b-ut...

JOHNNY:

[to Spider-Man]

Is it true? Are you a bad man?

SPIDER-MAN:

No, kid, its not. At least [under his breath] I don't think so.

MOTHER:

V/0

Lets go!

Boy turns and sadly walks away.

SPIDER-MAN:

Sheesh.

Spider-Man withdraws back in to the shadows to change back to Peter Parker...

Spidey No More

Peter walks in to the hospital room to find his Aunt May accompanied by Anna, and... Gwen. He is not received warmly. But, as usual, Gwen does not demand an explanation, she merely fills Peter in on how May had collapsed and how Anna rushed her to the hospital. Anna speaks up and tells him he just missed Mary Jane. Gwen adds that Harry and Flash had been by as well. We detect the slightest bit of tension between Anna and Gwen. Dr Bromwell walks in and comments on the sudden appearance of "the nephew" and wonders in an aside "what on earth could be more important than staying with and being there for your sick Aunt".... Anna nods silently in agreement.

Gwen and Peter then walk outside for a more private conversation. Again, she does not badger him, but clearly expresses her disappointment and concern.

Peter apologizes to Gwen, assuring her he is responsible, "its just he's had so much weighing on him lately". He shares with her how guilty he feels about not noticing May's health decline and how terrible he feels about his "obligations" keeping him away when she needed him most.

Though they are not discussing it directly, the two are really talking about their own relationship, which Gwen finally admits they are doing and forces Peter to talk about it. He tells her how much he cares for her and how important she is to him. Gwen is nearly in tears as Peter tells her all he really wants is to just be with her, and how he is tired of "other things" getting in the way. They embrace and then Gwen leaves. Peter stays with his Aunt, sitting beside her and holding her hand. Though, she cannot hear him, he tearfully apologizes, promising that he will he there for her, no matter what... even it it means giving up certain "other things".

Short scene with MJ, Harry and Flash at a nearby cafe. Both young men are clearly smitten by MJ's exotic beauty (deep red hair and tan complexion) and charm. Besides being drop dead gorgeous, she is also adept at being "just one of the guys". Flash interrupts the fun, when he announces he thinks he's lost his letterman jacket. MJ and Harry laugh, and then Harry suggests maybe he left it back at the hospital...

Cut to... Peter, feeling a little better about having talked to Gwen, but still confused by what he KNOWS he must do, leaves the hospital. He walks out in to the breezy night, and makes his way to where he has stored his costume. The wind picks up a little and a bit of debris blows past, when he notices a newspaper has blown up against the wall, flipping up. It is the evening edition Daily Bugle. The headline reads..."SPIDER-MAN JOINS 'DOC OCK'! Reward Offered On Outlaw Vigilante.".

Weary, frustrated, and just plain spiritually broken, Peter thinks for a moment about the recent developments. Looking up with a painful expression, that turns to grim determination (not the good kind) he storms in to the alley. Ripping open the web-pack, and grabbing his red and blue uniform, we see It still has tears and traces of blood from his battle with Doc Ock. Pausing, Pete Parker takes the costume and tosses it in to a trash can, walking away slowly, head hung down in sorrow. Having finally grown tired of the ridicule, the abuse the suffering without reward, he is finally... now... Spider-Man...no more....

The Captain's Lament

Over the next couple of weeks, Peter enjoys a taste of what he's been missing for so long; a "normal" life. He is done with being Spider-Man and Dr Octopus is presumed dead. Now, he is able to spend time with Gwen, look after Aunt May, and get a decent night's sleep.

Anna Watson , who just so happens to be having trouble renewing her lease, volunteers to move in with May, and help look after her. This allows Peter to finally move out on his own. Harry has been on him to share a vacant midtown apartment, owned by his father... rent free. Its the perfect opportunity. And not being Spider-Man, he won't have to worry about hiding secrets from Harry.

Peter tells Jameson he will no longer be able to sell pics of Spider-Man to The Bugle. Irate, Jameson tells him he can't "quit", because he's fired, but Peter is not bothered, telling JJ he could always take his crime photos to the Globe. Able to concentrate on his studies, he is able to bring his grades back up as well. Dr Connors, he knows, will be pleased upon is return. In the meantime, The Bugle reports a sudden dramatic increase in the city crime rate, which is highlighted by strange rash of peculiar chemical plant robberies and seemingly related Industrial equipment and vehicle thefts.

But when a US Joint-Intelligence Recovery team manages to raise The Nullifier from NY Harbor, Doctor Octopus makes a sudden, timely "return form the dead". It seems that he has been laying low, and with the help of a few team members on loan from foreign "business contacts", he has been able to surgically acquire the means necessary to accomplish his goal; that is to force the United States Government and the world to tremble before him. Octavius attacks from a small, sleek, custom submarine, and with no interference from Spider-Man, easily takes possession of the weapon. But, upon returning to his secret lab, he realizes he will have to work to repair damage caused by exposure to the salt water. He, of course, blames Spidey.

With no sign of Spidey, crime rising, and Ock on the rampage, Jameson revels in disparaging Spider-Man with a series of editorials in the Bugle and on a local news station. We see a Bugle Headline... "Spider-Man, Coward! "Hero" turns back on supporters". Of course Jameson will spin an angle any way he sees fit to put the Wall-Crawler in a negative light., (going from "menace" to "criminal" to "coward"). But Peter, remains staunch in his decision, satisfied with how things have improved in his personal life. He does intervene when a street gang threatens a young teenage boy, that reminds Peter of himself. In his street clothes he confronts and drives them off.

Peter is with Gwen and Captain Stacy when another one of Jameson's Editorials comes over the local news.

JAMESON:

...Where... is Spider-Man? Until recently, this masked vigilante some have called hero was all over the city, claiming to fight crime... to protect the innocent. I, J Jonah Jameson, of course, was never fooled by this self- righteous glory hound. I asked myself, what were his motives? Why does he wear a mask. And now, as crime rate in the cities soar, and with a madman on the loose, I ask again...where is he? To those who have supported him. If he is a hero. Where is he now? In one man's humble opinion, Spider-Man is at best a quitter, and at worst... a coward...

(Jameson's V/O continues in background)

CAPTAIN STACY:

(perplexed)

I just don't understand it. Maybe I had Spider-Man pegged wrong.

PETER:

Sir?

CAPTAIN STACY:

Despite what others have thought... what they said. I always believed that, underneath that mask, Spider-Man was someone of integrity... someone, with... a sense of responsibility.

Cap Stacy gets up and leaves, but his words, particularly the last one, remain with Peter and prick old wounds ever so slightly. Gwen makes a comment about how maybe Jameson is right, that Spider-Man, though perhaps not "all bad", is just out for himself. When she asks Peter what's wrong, he simply replies "nothing" and holds her tight, trying to not let her see his doubt.

Octavius' Plan

Cut to a makeshift lab, in a secluded old building, where Octavius nears completion of his restoration and improvement of the NULL1-4R. He has already been planning to "shop" it around to the highest bidder., even if it means double crossing one of his most powerful investors, Italian businessman Silvio Manfredi, aka: Silvermane. Manfredi allegedly runs a local mob gang, from abroad, that just so happens to be at "war" with a rival gang headed by another interested party; a mysterious man known as The "Hammer", or as some call him... Hammerhead.

With Spider-Man out of the picture, the gangs have become more aggressive in wrestling for control of the New York underworld arguably ruled by the mythical "Kingpin". Ock checks all his options, caring nothing for underworld politics; only personal gain, and respect. But there is one thing burning in inside him, and that is revenge on Spider-Man. Revenge, for slowing his progress, and most of all, for what he believes in his twisted mind to be the cause of the death of his protégé, Carolyn Trainer. Before, he gains unlimited wealth and power, before he brings the city and the rest of the world to its knees in the process...first, he declares, he must destroy Spider-Man...

"Never Quit..."

Peter is overwrought with guilt. In giving up being Spider-Man, he had not planned on the return of Doctor Octopus. He declines a trip downtown with the gang, saying he'll try to meet up with them later, and heads for the hospital instead. May is feeling much better, better enough to suspect all is not right with her nephew. Selfless as always, she senses Peter is down, under the weight of the world, and asks him what's wrong. Peter confides to the closest thing to a mother he has ever known. He tells her about the job at the Bugle, about how confused he is, and that he's even contemplated dropping out of school and getting a regular full time job. She doesn't mind him leaving the Bugle so long as its for another job, and would not be quitting, but May becomes alarmed when she hears he's considering forsaking his scholarship.

AUNT MAY

Now hold on a minute there young man. I'll listen to none of that. If your Uncle could hear you talk like that. Why...my goodness. What did he always tell?

PETER:

(pauses and lowers head)

Winners never quit... and quitters never... win.

AUNT MAY:

That's right. Parkers aren't quitters. Now you hold your head up buster. You're going to get that degree, just like your father did. He was the first Parker to do it, and he won't be the last. We're gonna get through this.[smiles].

Peter forces a smile. He is glad to see her in good spirits, but in a way, she has just made him feel worse...

Hero Unmasked

MJ drags Harry and Flash, (who both continue to vie for her affections), downtown to Times Square to see about getting tickets to Mamma Mia. Gwen decides she is tired and just wants to go home. As Flash and Harry jockey for the better position in line at the ticket booth, Mary Jane looks away briefly, and suddenly notices a ripple in traffic off in the distance that steadily becomes a WAVE of cars being tossed to and fro like an approaching tornado. At the crest of the destruction, is Doctor Octopus, hair all a mess, and grimacing madly, perched on his giant "legs", slinging taxi cabs and cars flying in every direction. Pedestrians and bystanders begin to scatter in panic.

Meanwhile Peter has left the hospital and motorcycles his way to meet up with his friends, when he is jolted by a strong buzz of his "extra-sensory perception". He soon sees what the "tingle" was for. Upon observing the carnage, he instinctively reaches to pulls apart his shirt, only to remember he is no longer wearing a hero's costume underneath. Peter looks around worriedly, and rushes off to park his bike and find his friends...

Octavius, stops, and raises himself menacingly on the tentacles, looking directly at Mary Jane. (Does he recognize her from the Expo, or is it just a random decision?) A tentacle uncoils and lashes around her waist, lifting her up. She begins yelling and screaming at Ock, demanding that he put her down, as he chuckles, seemingly enjoying the "game". Harry panics... hesitates... and freezes in his tracks. Flash stands tall, but is forced to take evasive action, covering Harry, when a car comes flying in their direction. He (Flash) nearly looses the backpack he has been carrying, but quickly snatches it back up.

With MJ his captive, Ock addresses the crowd, demanding Spider-Man show himself. Having become separated in the melee, Harry looks around trying to locate Flash, as Police, joined by Captain Stacy and John Jameson, arrive. The place looks like a disaster area...a war zone, shrouded in smoke, and littered with junked cars and spouting hydrants. Suddenly, the crowd is aware of a figure in red and blue, who dashes in to confront Octavius.!

SPIDER-MAN:

Let her go!

With an evil, content smile, Ock, sets Mary Jane free, and she gives him a defiant look. Next, he laughs and and lashes out at the hero with a tentacle. In an athletic move, Spider-Man ducks, and somersaults, rolling out of way. But he is unable to avoid a second and third tentacle, that jointly snatch him up, tossing him in to a overturned car. Spidey is knocked cold, to the horror of the crowd, as Octavius laughs.

DOC OCK:

(to the crowd)

See there? Now was that so hard? Much more annoying, than a real threat. How I do abhor pests.[ wipes hands together] And now... before I dispose of this vermin once and for all... I will unveil for all to see his true identity! (snarling) Camera!!!

[Ock motions for a news camera, that is filming live on the giant screen].

(Cut to short shot of Jameson in his office eagerly watching the events unfold)

The crowd gasps as three tentacles lift a limp, lifeless Spider-Man, (shot like the cover of ASM 12). The fourth tentacle slithers up, reaches... pauses (claws click)... and pulls the mask off..... revealing the face... of FLASH THOMPSON!

Spidey returns!

Mary Jane and Harry exclaim his name, as Peter pushes his way through the crowd, just in time to see. Ock pauses, realizing there were no trademark wisecracks, no webbing or super-human agility, just a simple maneuver any accomplished athlete/gymnast could perform. Mary Jane screams at Ock saying he's made a mistake, that there's no way Flash could be Spider-Man. Realizing she is right, that this indeed is not the "real deal", he drops an unconscious Flash to the ground.

Ock announces to the crowd his terms. Speaking into the news camera, that is still broadcasting live and on the big outdoor screen, he demands Spider- Man show up or else he is going to use a weapon of "never-before-seen destruction to destroy him, through the process of elimination... by killing everyone else in the city". Jameson tells Stacy that with the Nullifier in his possession he can surely do it. Through a bullhorn, Stacy attempts to negotiate, and pleads for more time, suggesting Spider-Man will surely show when he sees people are in danger. Ock tells him maybe he "should just shut him up... for good".

Peter looks on in horror and realizes he has no other choice, but to take on the guise of Spider-Man one last time, to rescue his friends, save the city... to make things right again. "But how", he wonders. He frantically digs through his backpack and finds a spare web-shooter bracelet and a small spider shaped "tracer". Then, he spots a shop across the street... a costume shop. In the window is a Spider-Man Halloween costume.

Stacy continues to try and negotiate as Ock goes into great detail on what his new creation can do; boasting how it can eliminate entire cities of human life, leaving physical property intact, as well as track and divert any attack on him. He declares he will make himself mayor of NY and begin a whole new city.... "a new capital that will dictate to Washington... and the world". Stacy tells him he's mad and that he'll never get away with it. Tiring of Stacy's "drivel", Ock whips a tentacle at him; its claws snap menacingly before grabbing the bullhorn and crushing it. Ock smiles and tells him he'll be the first to die unless Spider-Man shows up soon.

Just as Octavius is about to end his wait, and leave to proceed with his terrible plan, Peter appears as Spider-Man, dressed in the Halloween costume. It fits awkwardly and his eyes are visible through the hollow slits in the imitation mask.

SPIDER-MAN:

Hey! sorry I'm late Doc. Some moron double parked his ego and really screwed up traffic. Better late than never I guess [shrugs].

Captain Stacy looks up in pleasant surprise.

Hidden behind Spider-Man's light-hearted quips is the fact that Peter Parker has never been more afraid in all of his life.

DOC OCK:

Spider...Man? You had best not be another imposter; I've nearly run out of patience...Got... an itchy trigger finger.. [snaps claws] several, in fact.

SPIDER-MAN:

Remind me to not meet up with you when you've COMPLETELY "run out of patience". [looks around] Geez, would ya look at this mess. I picked a fine time to take a vacation.

DOC OCK:

More like a fine time... TO DIE!!!!!!!!!

SPIDER-MAN

[laughs]

I swear, all you megalomaniacs recite from the same book.... Bet

Barnes and Nobles is... YIPES!!!!...

Ock has ripped off a car door with a tentacle and hurled it at Spidey who dodges, and fires a web to divert it from the crowd. The hero then jumps and spins, dodging the thrashing tentacles. Bits of skin show at his ankles and wrists as the replica costume rides up. Ock attempts to escape by skittering up the side of a building, but a web-line to the back jerks him backwards violently. In a fit of rage, a tentacle lashes out and grabs Spidey around the waist and slams him to the ground.... HARD. He rolls up quickly and manages to get a double kick to the chin of Ock sending him reeling. Spider-Man quickly follows up with a web swing blow to the head that knocks Octavius to the ground face down, temporarily unconscious. But before Spidey can take advantage, the tentacles suddenly rise up like four hideous snakes guarding...watching, maliciously snapping at him.

Hoping that they are weakened with Ock blacked out, Spidey webs them together, in an attempts to coral and subdue them. But instead, they become one huge intertwined weapon and thrash about madly, pounding the pavement and scattering debris. One tentacle breaks free of the webbing and lashes out at a building, jarring some electronic satellite equipment loose, and causing it to plummet to the ground...towards a small boy. As the Captain watches helplessly, Spider-Man darts in to rescue the boy. Attending to the child, he realizes too late that Ock has revived, and smashed a tentacle into a car, pulling out the hole engine, to use as a deadly club. His spider sense distracted by helping the child, Spidey realizes too late that the tentacle, grasping the automobile engine, is coming straight for him...

CAPTAIN STACY:

(To Spidey)

Look out son!

Stacy runs out to help Spidey, who just manages to dodge the attack. But the Captain is now firmly in the "danger zone".

SPIDER-MAN:

What are you doing? Get down!

Supported firmly on the ground by two tentacles, Ock sends the one clenching the car motor around and makes a second thrust at the hero., and Captain Stacy. Spider-Man pushes Stacy out of the way of the deadly "club" ... right in the path of the fourth tentacle that hits him with full force, sending him crashing through the store window. (the one with the satellite) Attempting to save Stacy allows the engine to connect with Spider-Man, knocking him for a loop, and causing him to yell in pain.

As Ock is coming to finish him, Spider-Man gathers up his senses and quickly leaps through the broken glass and retrieves Stacy, scrambling up the side of a building , where he gently sets him down. Blood is trickling from the corner of his mouth.

SPIDER-MAN:

Sir, sir. Oh God. Hold on... Stay with me. Please! I-Its me.... Peter. [pulls up mask]

CAPTAIN STACY:

(barely above a whisper)

I-I...know... Son.

SPIDER-MAN:

Y-You.. know?

Spider-Man looks around, and tears the pant leg from Stacy in order to use it as a bandage. The Captain struggles to speak.

SPIDER-MAN: (cont.)

Shhh, you're going to be alright. Easy, just hold still.

CAPTAIN STACY:

I've [cough] always known... [tries to smile]... you [cough] wouldn't ...quit.

SPIDER-MAN

No sir. Didn't... quit.

CAPTAIN STACY:

You're all she's got... [cough] now.

SPIDER-MAN

Mr Stacy, don't...

CAPTAIN STACY:

Please...t-take c-care of...[gurgle] she ... needs...

We see the tears in the eyes of Spider-Man through the hollow eye slits.

CAPTAIN STACY:

P-P-Promise... meee...

SPIDER-MAN:

I... promise.

A smile...and...Captain Stacy dies.

Spider-Man bows his head in sorrow. Feels like Uncle Ben all over again. And worse... to the crowd it appears that he is responsible for the Captain's death.

(Sound of METALLIC CLINKING as Doc Ock ascends the building).

Ock finds an obviously grieving Spider-Man.

DOC OCK:

How does it feel Spider-Man?

SPIDER-MAN:

(pauses)

What?... You killed an innocent here tonight Octavius, one of the last few good ones. And for that... you're going to pay!!!

DOC OCK:

(softly)

Ahhh, now you understand...

In uncharacteristic rage, Spider-Man lunges at Doctor Octopus. The two engage in a fierce battle. But once again Ock subdues the young hero and ends up dangling a weak, beaten Spidey off the side of a building. Struggling mightily, Spider-Man reaches and pulls out a small bug-shaped piece of metal from a pocket and manages to plant it in a claw inside, beyond the "sight" of the cameras.

DOC OCK:

I one thought it would not matter... to see the true face of the one I despise most in this world... the one responsible for taking the only thing I held dear. But now, in your moment of helpless defeat Spider-Man, I wish to see for myself the look of fear, the plea for mercy only your true face can convey...

Octavious grabs the mask around the bridge of the nose with a tentacle and yanks it off. Now unmasked and in desperation, but still fueled by anger and adrenaline, Spider-Man uses his last bit of strength, to grab a tentacle, tearing it, almost in two. Ock screams in pain, drops the mask and is forced to release him.

Spidey falls, before firing a web-line and just manages to catch himself before he meets the ground in a most unpleasant way. He quickly disappears in to the shadows. "Wounded" and in severe pain Ock also makes a hasty retreat. Meanwhile "The mask" drifts slowly downward like a feather below...

Gwen is devastated at news of her father's death. Confused by a combination of her disdain for his return to action and her distrust of Spidey, she is an emotional mess. Peter attempts to comfort her, but is ready to cry himself. Frustrated beyond belief with Stacy dead, MJ threatened and Flash in critical condition...Peter is never more sure of his decision to give up being Spider-Man.

But... he knows he must do just one final thing; stop Octavius... and avenge Captain Stacy's death in the process... before hanging up the webs for good.

TO BE CONT.