SPIDER-MAN

A Fan Script

by

William H Scott

First Draft

(Based on characters by Stan
Lee and Steve Ditko)

FADE IN:

EXT. NY CITY - DAY

IN THE AIR

We see various shots of NY City from an aerial perspective

through MAIN THEME and opening credits.

SPIDER-MAN'S P.O.V.

We are "diving" and "flying" through skyscraper "canyons",

(as if we are web-slinging through the city).

DOWN BELOW

We see a gang of THUGS running out of a shop.The Shop owner

is in doorway, yelling.

THUG 1
Go! Go!

THUG 2
(laughs)
Wooh hoo!

SHOPKEEPER
(pointing gun)
Get back here!

Thugs jump into car that pulls up abruptly and speeds off.

UP ABOVE

SFX: "SPIDER-SENSE"

We see a shadowy half shot of a head and shoulder looking

down on the action...

CUT TO:

INT. THE SPEEDING CAR.

DRIVER
(laughs smugly)
Gotta be one of our best yet.

THUG 1
(from front seat)
Shut up, we'll celebrate back at
the "ranch", when we're in the
clear.

2.

THUG 2
(from back seat)
Oh shit!

THUG 3
What?

THUG 2
Its him!

THUG 1
(sarcastically)
Him... who?

We see a shot of the driver's eyes looking fearfully in the

rear view mirror.

THUG 2
The Web-Slinger!

CUT TO:

EXT. CAR

We see from the outside of the car as it speeds further

still, squealing tires.

SPIDER-MAN'S POV

We are following the car in the air along with/as

Spider-Man.

CUT TO:

INT.CAR

The thugs are yelling at each other.

THUG 1
Drive you idiot, lose him!

DRIVER
I'm trying... mother(fucker's)...
(car horn drowns
out last word.)
fast as lightening.

We now get a very real sense of the fear in these previously

smug crooks. The car turns in to an alley...slows down and

stops.

THUG 3
Where is he?!

3.

DRIVER
We lost 'em!

THUG 2
I dunno man.

There is a loud THUD on the car-roof. The thugs look at each

other like "oh shit what the fuck?"

SMASH!!!!! A fist comes through wind-shield, sending glass

shattering…

FADE OUT

FADE IN

INT. THE DAILY BUGLE - DAY

PETER PARKER walks through the office amidst hustle and

bustle. Everyone seems to ignore him. He offers up a

half-hearted wave to BETTY BRANT who responds with a blank

stare and motions him in. We can't tell if she just thinks

he's a geek, or if there might be some "history" there.

Peter walks in to the Office of J JONAH JAMESON

JAMESON
(on phone)
You'd have to ask Fisk that
question...
(chomps cigar and
looks over)
Parker! Its about time!
(back on phone)
Look, I'll call you later...yeah,
I'll be there.
(hangs up)
Where you been Parker?!

PETER
I... uh...

JAMESON
Probably playing your stupid video
games or trying to jump stairways
on a skate board.. I've seen
MTV...bah you kids! Whattya got
for me?

Peter lays what looks like black and white photos on desk.

Jameson looks over them for a few seconds with Peter

nervously looking on.

4.

JAMESON (cont.)
What is this crap kid?
(slams them on
desk)
Spider-Man cavorting with some of
his cronies. Big deal.

Jameson tosses them one by one in trash can

JAMESON (cont.)
Where's photos of that web-headed
weasel making off with the loot
from the fish store?

PETER
Mr Jam---

JAMESON
Where's pictures of the 10 car
pileup he caused?

PETER
Mr Jameson, if you'd let me--

JAMESON
I don't have time for this kid,
now bring me some decent
photos...or I never want to see
your ugly mug in my office again?

Understand?

PETER
Yessir Mr Jameson

JAMESON
Good... NOW GET OUT!!!!

Door slams behind Peter as suddenly everyone notices him.

Betty appears to soften...a little.

5.

BETTY
(looking down at
her work)
Don't sweat it Parker, he's in one
of his moods.

PETER
Really?
(sarcastically)
Boy, I couldn't tell any
difference.

INT. EMPIRE STATE UNIVERSITY - DAY

Peter walks sullenly through hall, bumping into a student

who looks furiously behind him. Peter is oblivious. He then

walks by GWEN STACY, a young blond coed who definitely

notices him. She is standing next to FLASH THOMPSON, an

athletic male in a varsity sweater with flame red hair.

GWEN
Peter Parker. As I live and
breath. Hi.
(smiles)

PETER
Hunh? Oh hi Gwen.
(continues walking)

Gwen looks confused, then slightly hurt and then a little

miffed.

FLASH
(laughing heartily)
Egghead sure left egg on your face
sweetheart. harumph Don't know
what Doc Connors sees in him.
(calls out)
LOSER!

Gwen continues to stare at Peter, simply amazed at his

"bland" greeting, as if anyone could resist her. HARRY

OSBORN, A thin young man walks up.

HARRY
Lay off Flash.

He gives Flash a slight push. Flash glares at Harry before

6.

breaking in to an evil smart ass grin.

Gwen turns away from Flash in mock disgust. Harry runs after

Peter.

HARRY
Hey Pete, wait up..Geez, you
walk..
(thinks to himself)
[surprisingly] fast.

He taps Peter on the shoulder.

PETER
Hi Harry.

HARRY
why the long face? You're not
still hung up over that newspaper
chick are ya?
(smiles)

PETER
(stops)
No, I just got a lot on my mind
Harry. Sorry.

HARRY
Ya know...if you'd come down to
earth once in a while Parker, you
might notice some other fish in
the sea, like that cute little
blond you just dissed.

Suddenly some life comes in to Peter Parker's face.

PETER
Gwen Stacy? She's waaay out of my
league. No way a guy like me would
stand a chance with her.

HARRY
Dude, she's hot, not Mary Jane hot
of course, but definitely
hot...and smart too. You two might
have more in common then you
realize.

PETER
Keep dreaming Harry. I stand about
as much chance with Gwen, as you

(MORE)

7.

PETER (cont'd)
do with this Mary Jane. Besides...
she's Flash's girl.

HARRY
(laughs)
Yeah, and you aint exactly Flash's
best bud, especially after you
decked him that time in high
school, after he broke your
glasses. Still don't know how you
lucked out on that one.
(laughs again)

That was classic, dude. Remember
the look on Liz' face?

PETER
Luck, Harry, just dumb luck is
all. Who knew Red had a glass jaw?

Pete begins to cheer up slightly and we get a sense of his

relationship with Harry and his ability to bring Pete's

spirits up.

HARRY
Hey, but you know Flash, he's the
love em and leave em type. If you
play your cards right, you could
be there, you know, to pick up the
pieces when he moves on. Hey...
you coming to "The 'Bean" after ?
Buncha us gettin'; together. You
can begin your strategy.

PETER
I dunno Harry, I got a lot of
studying to do, besides Aunt May
hasn't been feeling too well. I
probably ought to go on home.
(pause)
You're lucky, your Dad never
questions where you are or where
you've been and you don't have to
worry about him all the time.

Harry gets strangely quiet for a second before the customary

devilish grin returns.

8.

HARRY
Come on bookworm. Live a little.
Just drop by for a minute. Make an
appearance. Out of sight is out of
mind ya know. You only get so many
shots at a gal like Gwen

PETER
Yeah, OK, whatever. Uh, this
wouldn't happen to be because Gwen
is friends with Mary Jane is it?
(looks
suspiciously)

HARRY
Always thinking Pal... Always
thinkin'.
(grins real big)
Hey, I leave science to you nerds.
Leave the "art of the deal" to me.

PETER
Yeah, whatever, "Donald Trump".
You've been raving
about her since the fourth grade,
and I've yet to see proof she even
exists.

HARRY
Oh, she exists alright. Just wait
til you lay her eyes on her. Like
a...goddess
(stares longingly)
But If you ever go near her...
(straight faced)
I'll kill you Pete.

Harry's face breaks out in a big playful grin and Peter

reluctantly chuckles.

INT. CLUB QUARTERS HOTEL - DAY

In the swanky private meeting quarters of the exclusive

Midtown Executives Club...Police CAPTAIN GEORGE STACY, is a

tall, distinguished, yet rugged gentleman with white hair

and a steely glare. He sips a drink and reads a newspaper.

We see what he is reading briefly but can only make out

Osborn Industries. He turns around to greet J Jonah Jameson.

JAMESON
Stacy, how goes it my good man.

9.

CAPTAIN STACY
(grins)
Hello Jonah.

They shake hands and it seems Captain Stacy may be indulging

the cantankerous newspaper publisher.

CAPTAIN STACY (cont.)
(pointing to
newspaper)
What's this about?

We now see the strong, athletic older gentlemen cop is using

a cane and walks with a slight limp.

JAMESON
Osborn? Bah...Partner trouble, or
some such. MENDELL STROMM is a
crook. He belongs behind bars.

CAPTAIN STACY
We'll see.

They are interrupted as another distinguished gentlemen with

a very serious face taps on his glass to get the attention

of the room.

NORMAN OSBORN is sturdy looking,late 40s, with reddish-brown

hair and has a confident air.

OSBORN
Gentlemen! I would like to propose
a toast. To
new changes and a fresh new
outlook at Osborn
Industries.

GENTLEMAN
What...more money Norman?
(laughs)

Laughter from the room.

OSBORN
(menacing look and
sly grin)
Of course...always plenty of that
to make.

(MORE)

10.

OSBORN (cont'd)
(laughs and lifts
glass to Jameson)
No, I have finally separated my
self from a long time associate of
mine, a man who cheated me...a man
who tried to rob me. He has
now...uh...been taken care of.
(grins again)

CLINKING of glasses and muttered congrats around.

Norman smiles and gestures appreciation to the crowd. He

then goes over and talks to someone and the crowd goes back

to conversation

JAMESON
Ya see there Stacy, nothing to
worry about. Sounds like he's got
it all worked out.
(takes sip)
And he better, because I hear the
board members are none too happy
with recent developments. Stromm
may be a crook, but he brilliant and very popular with
the board.

JJ turns around to see Norman behind him smiling.

JAMESON
Er..glad to hear everything is
working out Norman.

OSBORN
Thank you Jonah... And I guess I
should commend you on your...uh
(sarcastically)
excellent reporting on the subject.

.

Jameson forces an uncomfortable smile. Captain Stacy

attempts to change the subject.

CAPTAIN STACY
So Norman, what sort of projects
have you got lined up to tackle
with your new outlook?

Norman adjusts his intimidating gaze toward the Captain.

11.

OSBORN
Well, in addition to the recent
Government contracts, we are also
completing work on a Revolutionary
latex solution... almost like real
skin they tell me.
(changing subject)
How rude of me. Captain Stacy, so
tell me how is your lovely
daughter? I've not seen her in so
very long. She always was a pretty
one.

CAPTAIN STACY
She's doing just fine. And Thank
you Norman...for asking.I am
indeed... very lucky.

Jameson nods in agreement, thinking about his own son...

INT. OSBORN INDUSTRIES - DAY

Osborn Industries publicist DANIEL KINGSLEY, is talking to

a group wearing military uniforms, and presenting a digital

slide show. We see a large electronic slide of a winged

flying apparatus. A simulated human figure is astride it. It

has wings grooved like those of a bat.

We join Kingsley in mid speech.

KINGSLEY
Project "War Eagle"...Ladies and
Gentlemen...
(motions to screen)
the ultimate military vehicle,for
the new millennium...an
Individual-Military-Transport-Fighter...

MILTARY VIP #2
Looks like something Batman would
use.

Laughter from the crowd.

CUT TO:

we see a man's shoes and lower legs as he strides across the

floor.

12.

KINGSLEY (O/S)
(chuckles)
Yes... well...I can assure you
gentlemen, ladies...

CUT TO:PRESENTATION

KINGSLEY (CONT.)
(sarcastically)
"Batman" never had "toys" like
these...

CUT TO:

More laughter as focus shifts back to the man and up to

reveal the full back of Norman Osborn as he coldly,

confidently strides past the group and enters what appears

to be his office.

The Office is immaculately decorated in rich hardwood

furniture, with a noticeable green theme in the carpet and

trimmings. Look closely and you can almost make out pictures

of Harry and some woman..(.Mrs Osborn perhaps?) on an

expensive looking credenza.

Norman reaches for bottle of Scotch, when a man barges in...

OSBORN
(calmly as he
pours drink)
What is it MENKEN?

DONALD MENKEN is in his late 30s with sandy brown hair and

thick plastic glasses. He is Norman Osborn's right hand

man...one he trusts completely. No one else would dare burst

in unannounced.

MENKEN
The board is restless sir. All of
this... distraction
with Stromm, and the secrecy of
the contracts...
well. I don't know how long I can
hold them off.

They're asking questions. And...

13.

OSBORN
And what?

MENKEN
There are the rumors of Stromm's
involvement with...

He pauses as if to choose words carefully.

MENKEN (cont.)
underworld types.

OSBORN
(laughs)
The Kingpin?! Stromm may have been
a double crossing worm with
questionable connections,but not
even he could rise to that level.
Besides,there's no proof that this
"Kingpin" actually exists.

MENKEN
But,,.the formula sir...what about
the formula? What about those
"ingredients"... the cost...If
anyone were to...

OSBORN
(interrupting)
Don't concern yourself with that
Donald. Everything is under
control. No one knows about the
serum concept, and I have all of
Stromm's notes. Which he is why he
is no longer useful to me.
(sinister smile)

EXT. ALLEYWAY - DAY

We see a male figure at waist level. It is shadowy and we

can't make out who it is, or any s. It is of course

Spider-Man. It Appears he is behind a building, or in an

alley. He reaches behind an old garbage can and pulls out

some sort of netted/mesh bag or sack. We see a shadow on the

wall that appears to be changing clothes.

SPIDER-MAN THEME (SUBTLE)

14.

CUT TO:

INT. THE COFFEE BEAN - DAY

Flash, Gwen and Harry are sitting at a table drinking

coffee/cappuccino in a trendy coffee-shop/cafe near ESU

campus.

FLASH
So Harry , where's your
buddy...The Braniac?

HARRY
Aw, he'll show this time...I
practically made him swear.

GWEN
What's with the mystery with this
guy. Mr Parker is so Slim Shady.

FLASH
(looks at Gwen
perturbed)
Heyyy...why do you care? Besides
he's just a weirdo, alright?

HARRY
Flash, Pete's a nice guy, once you
get to know him... You'd know that
if you weren't so busy being a
jerk to him all the time...he's
just shy, that's all.

Harry pauses with a moment of self doubt.He wonders about

his friend sometimes as well.

GWEN
(playfully)
So... Harry, heard from MJ lately?

15.

HARRY
(looking smug)
As a matter of fact...she just
might be coming by in a bit. I
hope so anyway.
(slight dejection)

GWEN
Well, ...
(notices Peter
walk in)
hey look... if its not Mr Parker
now. I don't believe my eyes.

FLASH
(TRYING to be nice)
Hey, look what the cat dragged in.
(smiles)

GWEN
(cheerfully)
Hi Peter.

Peter Parker walks in with shoulder bag, (looks like it can

hold some books, a camera maybe). Peter walks right by the

gang without so much a glance.

Gwen's expression turns icy. Harry looks bewildered

Peter walks over to a payphone,fumbles for change in both

pockets and then makes a call.

FLASH
Whattya know. The little weasel
ignored us all. Guess you were
wrong about your friend Harr...
he's a first class jerk.

GWEN

Maybe he didn't see us. He's
making a call. Maybe its
important...an energency.

HARRY
(dumbfounded)
I-I dunno...I just don't get it,
but yeah, its probably an
important call...maybe that job of

(MORE)

16.

HARRY (cont'd)
his with the Bugle or something.

FLASH
Yeah, well whatever, I'm outta
here like yesterday's news. Let's
hit the Park Gwen. Maybe we'll get
lucky and see Spidey again on the
way. Man, That dude is the
coolest.
(makes a mock,
what we know to
be web-shooting
gesture)
He rocks!

HARRY
OK, well, see ya guys.

FLASH

(standing up)
Come on Gwen.
(pauses)
Gwen?

Gwen looks as if she would like to stay. She is definitely

intrigued by this enigma...this Peter Parker.

GWEN
A-alright, ya big oaf...I'm comin'
keep your cleats on. Sheesh.

Gwen and Flash leave..Peter walks over and sits down with

Harry.

PETER
Harry, how's it going'?

HARRY
Hey, you missed Gwendy.

PETER
Sorry, had to check on Aunt May.
She's resting. I think she'll be
asleep when I get home. Really
hate I missed Flash though.
(sarcastically)

17.

Suddenly the loud constant sound of a CAR HORN comes from

outside the Cafe.Peter looks out window and sees a

dark-ed (looks black), possibly a limo parked outside.

Harry turns around and sees it too.

HARRY
Uh oh.

PETER
What?

HARRY

Its my dad. Must be pissed about
something

Harry Gets up and walks outside. Peter follows him

EXT. OUTSIDE

A tinted backseat window slides down in a shiny DARK green

Rolls Royce to reveal Norman Osborn

OSBORN
(sternly)
Harry...get in.

HARRY
But Dad I---

OSBORN
(firmer)
Get in.

HARRY
Alright Dad... first, this is my
bud, Pete. The one I told ya
about. Peter Parker... remember?

Norman forces a smile and indulges his son, but for a

second.

OSBORN
Parker hunh? Nice to meet you son.
Lets go Harry

PETER
Nice to meet you too..sir

18.

He starts to offer hand, but sees there's not a chance in

hell its going to be reciprocated.

Harry gets in. (like a whipped puppy) The window goes up and

the car drives off as Peter watches.

INT. NORMAN'S CAR - DAY

Norman and Harry are riding in back seat of Norman's Rolls

Royce.

HARRY
What is is Dad? What's wrong?

OSBORN
Nothings wrong Harry. I just
thought we might have dinner, a
little father-son time, you and
me.

HARRY
(surprised)
Really? But we...

OSBORN
Well we are now. You know how busy
I am son. Things are complicated
at work and could become more so.
I just wanted to take this
opportunity to see how you were
doing; you know..catch up.
Besides, I have to work late
tonight and then possibly go out
of town.

Harry smiles. He is not used to any attention from his Dad,

though somewhat overbearing in , is rarely around.

HARRY
Well, there is this thing at
school I w---

OSBORN
(interrupting)
I don't know why you hang around
that slacker Flash Thompson and

(MORE)

19.

OSBORN (cont'd)
his beatnik friends.Those are not
the types to surround yourself
with, if you want to become
successful Harry.

Harry's short-lived joy quickly leaves. Same old dad, he

thinks.

HARRY
Dad...

OSBORN
Don't even try to argue with me
son. Do you know at your age I...

The car suddenly swerves,throwing Norman and Harry in to the

side door.

Sound of MACHINE GUN FIRE A full-size black SUV (most

likely an Escalade) has pulled alongside the Rolls.

OSBORN
Eh?...Drive man!

There is more GUNFIRE and sound of BULLETS hitting metal and

glass.

The DRIVER slumps down on the wheel...dead.

OSBORN
Regis!!!!!

OUTSIDE THE CAR

The car lurches out of control darting in a repeated s

patterns, tires squealing

There is the sudden distinct sound of a THWIP. A red and

blue figure with super-human lightning speed darts through

the air on a single silvery strand. We see a red gloved hand

and two fingers compress to make contact with a certain spot

in the middle of the palm. The window and windshield of the

SUV are now covered in the thick silvery white substance,

temporarily stopping the gun fire.

The hero then lands on the top of the hurdling limo like

some type of giant spider. He grasps the edges as if to

somehow steady the vehicle. Then, another THWIP..this a bit

different sounding...and what first appears to be a another

strand of "webbing" expands and springs into a huge

20.

spider-web in the alley. Spider-Man leaps off the car twirls

around a lamppost 2, maybe 3 times, explodes in to a

somersault and lands softly and surely on his feet. The

careening car is absorbed by the giant web and stops gently

without a scratch.

INSIDE CAR

HARRY
(amazed)
Wow...

EXT.CITY STREET AND ALLEYWAY

SPIDER-MAN
(catches breath)
Sheesh...

SFX: SPIDER-SENSE

A row of bullets rip past Spidey. He does 3 hand flips,

dodging them, while making his way over to the webbed limo.

He looks up slightly frustrated but also half expectantly.

SPIDER-MAN (cont.)
ENOUGH with the shooting guys!

Spider-man reaches down and effortlessly pulls the entire

door off the Rolls...

SPIDER-MAN (cont.)
You two alright?

HARRY
I-I...think so.

Norman has been knocked out temporarily and is just

beginning to come around...

Spider-Man turns his attention to the three goons who are

hiding about the alley. His SENSE buzzes again as one makes

a dash for it...

SPIDER-MAN
Hey smiley! Where do ya think
you're goin'? Party's not over
yet.

21.

Another THWIP and runner is grabbed in the back by a strand

of webbing and is pulled violently back in to a row of trash

cans and riff-raff. He is out cold.

In desperation the other 3 decide to rush the web-slinger.

GOON 2
Let's get him lads! 3 of us to one
of him.

SPIDER-MAN
Wanna play eh... have it your way
then.

Goon 3 pulls out a pistol and begins to fire, but in the

blink of an instant a red and blue flash appears and his

head is knocked back violently. The gun goes off as it flies

away.

SPIDER-MAN
Oops, I didn't know the gun was
loaded.

GOON 4
You think your pretty funny, hunh
clown?

Harry watches as Norman is still gathering his senses.

The two goons close in on Spidey and rush him from 2 sides.

SPIDER-MAN
Bad move boys...

The hero leaps in to the air leaving the goons to crash in

to each other. After seemingly dangling there, longer than

physically possible, Spider-Man drops and and with a kick of

both feet out sends the goons flying in opposite directions

to their brand new unconscious states.

SPIDER-MAN
You guys really put my foot in
your mouths didn't ya?

He then leaps over to where Harry and Norman are recovering

from the ordeal. Norman is still dazed.

22.

SPIDER-MAN
If I had to guess, I'd say someone
doesn't like you very much...
(looks at Norman)
He going to be alright?

HARRY
I think so....and...uh, thanks.

[Sound of POLICE SIRENS]

SPIDER-MAN
That's my cue... Try and stay out
of trouble, OK?

As police cars pull up, and officers get out of their car

yelling at the web-slinger, the red and blue clad hero is

already disappearing high above them.

Captain George Stacy gets out of one of the patrol cars.

OFFICER
No sign of him chief.

Flash and Gwen come running up to the scene.

FLASH
Oh man! Saw the whole thing. That
was friggin'awesome! ...Spidey
whippin' those dudes.

GWEN
Harry! Are you alright?

HARRY
Yeah, yeah, My father took a lump,
but he's OK. Keeps muttering
something about a "king" over and
over though.??

GWEN
I'm just glad you're OK.Who would
do...?

She looks over and sees the Captain.

23.

GWEN (cont.)
(surprised)
Daddy...?

CAPTAIN STACY
(a little
embarrassed)
Hello sweetheart.

GWEN
I thought... you were...

OFFICER
(interrupting)
No sign of him sir...but there's 4
creeps packed up in that web of
his. Also...
(nods to the side)
Got a cold one in the limo.

CAPTAIN STACY
Keep looking...
(pauses)
Gwen, we'll talk later.

He scans the vast skyscraper heights above him with a steely

glare.

EXT. ABOVE

And high above... hidden on the side of a building,

miraculously clinging to it is a weary Spider-Man.

He reaches to his neck with one hand and pulls off a

mask...revealing the face of a young man about 18 or 19

years old. That man is of course...Peter Parker. He has a

concerned and tired look on his face. The hero scurries up

the side of the building and out of the frame.

INT. THE OSBORN MANSION - NIGHT

In the sprawling lower East Side mansion of Norman

Osborn...Norman is gathering a coat, and a briefcase as if

leaving somewhere...

24.

HARRY
What are you doing...where are you

going?

OSBORN
I told you boy. I've got work to
do.

HARRY
But, Dad...you're not well...the
bump on the head...the

OSBORN
(coldly)
I'm fine. I feel fine.

Norman leaves slamming the door behind him.

Harry is left looking puzzled and sad. But there's no way he

would go against his father, Norman Osborn...even if he knew

what was better for him.

CUT TO:

EXT. FOREST HILLS, QUEENS- PARKER HOME - NIGHT

A quaint little house in Forest Hills. Queens.

It is now dark. A shadowy figure drops to the ground, as if

some giant insect fell from one of the trees. It slithers up

the wall and creeps into an upstairs bedroom, where a faint

light comes on.

INT.

Peter parker is sitting at his desk studying some papers

with the door slightly ajar.

AUNT MAY (V/O)
(from hall)
Peter? Is that you?

AUNT MAY is a small frail, very delicate looking lady, who

looks way too old to be Peter's Aunt. But she speaks with

strength and determination that hints that she is stronger

than she appears.She walks in and peers through the door.

25.

AUNT MAY (cont.)
I didn't hear you come in. You
must have been afraid you would
disturb me dear.

PETER
Oh, hi Aunt May, yeah, I didn't
want to disturb your rest.

AUNT MAY
Did you eat?

PETER
I sure did, Aunt May, got
something at the cafe with Harry.

AUNT MAY
Well, you look as if you can stand
to eat some more. My goodness,
you're skin and bones. Look at
you. I'm going to make you a
sandwich and a nice glass of milk.

PETER
No Aunt May, I'm fine...really.
You just go back to bed and get
some rest. I've gotta study for my
physics exam.

AUNT MAY
Well, I do worry about you Peter.
You're such a delicate boy.

PETER
Aunt May... rest.

AUNT MAY
OK, goodnight dear...don't stay up
too late. You need your rest too
you know, especially with all
those nasty exams.

PETER
Good night Aunt May.

26.

Aunt May looks, still concerned, but turns and walks away,

reluctantly. Peter waits a few seconds, then shuts his door,

and turns out the light. He stuffs some pillows up under his

sheets, takes off his shirt and then pants...and climbs

quietly out the window.

INT. OSBORN INDUSTRIES - NIGHT

Norman Osborn is in his small personal lab built off his

extravagant office. He is wrestling with some notes beside

warm containers of chemicals, in a chemistry set-up.

He taps a pencil and looks over at the chemicals, then looks

up.

OSBORN
(to himself)
Blasted Stromm. Gonna drag me
under with this whole slime-ridden
business. That was too close this
afternoon...and my son was almost
hurt. Poor Harry is too weak for
the stress, just like his mother
was...
(pauses)
If I ever get my hands on Mendel
Stromm...I'll kill him myself. Who
knows what all they know. No
telling what he blabbed to them.
Can't take any chances...must
complete this myself, before
anyone else starts sniffing
around.

Norman mixes some chemicals together and goes about several

things that the production assistants and technical adviser

will have to help describe.

OSBORN
Why isn't it working?!

He throws a vial and breaks it in disgust.

Time lapse MONTAGE from overhead as Norman feverishly works

to complete his task.

27.

INT. OSBORN MANSION:

Harry is in Norman's den and he is staring at a glass.

INT. OSBORN INDUSTRIES:

Norman in later stage of work.

OSBORN
That's it...

He looks at notes.

We see the page and are able to read... "SOLUTION SHOULD

TURN GREEN AT THIS POINT
".

Norman looks at the chemicals in the vial and we see the

contents are indeed, a greenish .

OSBORN
Yessss! I've done it. Ha Ha! I've
done it!

He reaches for his drink and takes sip.

OSBORN (cont.)
Hmmm...yes, just...a bit...more I
think.

28.

He adds the slightest bit more of chemical to mixture and

watches as the solution boils, turning a deep rich shade of

green. Norman, pleased with himself, picks up his drink and

watches in amazement as the solution begins to churn,

emitting a soft light, green steam of vapor, that almost

lights up the room. He takes another drink.

The solution is now in a rolling boil, seemingly with a life

of its own. Norman continues to watch in amazement as the

solution suddenly begins to foam and boil over. Drink in

hand, Norman gets a confused, slightly startled look on his

face.

We see a close-up of the notes again, Mendel Stromm's notes,

"... NOT TOO MUCH. (CUT TO another note) "SOLUTION COULD

BECOME UNSTABLE
..." We see Norman's face as he can still

only gasp in amazement, as the greenish vapors rise and

swirl in the air, circling his head, seemingly glowing.

(another note) "COULD DAMAGE THE INTEGRITY OF THE SERUM"...

"WITH POSSIBLY DEVASTATING RESULTS"....


AGGRESSION...INSANITY!...

Norman lifts his head back, as if he is intoxicated by the

vapor dripping off the serum. Drink in hand, he cackles

proudly to himself... then...

BOOM!!!!!

The solution explodes right in Norman's face. But its not a

typical explosion; not so much fiery and not even a

propulsion of hot liquid, something...different. Its as if

the solution hit the air and crystallized forming an

infinite amount of micro-pieces of hard matter, turning the

air and the room green. Norman's drink is shattered and he

deeply inhales a combination of the solution's "gas" as well

as the bourbon. He is thrown back 6 feet in to a wall and is

knocked completely unconscious.

CUT TO:

EXT. OUTSIDE OSBORN'S PLANT

Meanwhile a shadowy figure is observing from the distance.

He's been watching the eerie green lights that have been

reflecting in the windows of the executive office wing. Upon

the noise created by the "explosion". Spider-Man, reacts.

SPIDER-MAN
Thought it might be a good idea to
tail you Osborn...

(MORE)

29.

SPIDER-MAN (cont'd)
(fires web-line)
after what happened today...
(grabs line with
both hands)
for Harry's sake.

Spider-Man springs in a sharp angle down and through a

window of the office floor.

SPIDER-MAN
Osborn!

He coughs as the air is filled with some sort of smoke and

there is a strange sizzling sound in the air, combined with

a low hum.

SPIDER-MAN (cont.)
Where are you!?

He follows his Spider-Sense that leads him to a heavy locked

door, with a strange green vapor seeping slowly out from

beneath the door. Most of it has subsided by now and is

rather subtle. Sensing Norman is behind the door he, gives

it a light kick and it it goes down in shatters. Norman

Osborn is lying on the floor , face up, eyes wide open.

SPIDER-MAN (cont.)
Oh my God...

Believing him to be dead, reaches down and checks pulse and

for any sign of breath.

SPIDER-MAN (cont.)
Still alive! Barely...

sound of SIRENS in the background growing closer

Police arrive as Spider-man exits the Osborn Industry

offices.

EXT. OUTSIDE OSBORN INDUSTRIES

30.

OFFICER
Hey, its Spider-Man! Come back
here!
(fires gun)

CAPTAIN STACY (O/S)
Hold your fire!!!

Captain Stacy steps in to view.

OFFICER 2
Sir! Its Norman Osborn sir... one
of the owners.

CAPTAIN STACY
I know who he is son. How is he?

OFFICER 2
I think he's dying sir.

CAPTAIN STACY
Where's that damn ambulance?

OFFICER 3
(shining
flashlight)
You there! Stop!

Light finds the face of one Peter Parker (who never really

left, but stayed around out of concern for his friend's

father.)

OFFICER 3 (cont.)
What are you doing here...put your
hands up. You're coming with me.

CAPTAIN STACY
Well, what have we got here?

OFFICER 3
Found him snooping around sir.

CAPTAIN STACY
Well... what have you got to say
for yourself? Whattya doin around
here young fella? See anything?

31.

PETER
Yes.. I mean sort of. I'm a
reporter sir...er...a
photographer, actually.

CAPTAIN STACY
Actually?
(chuckles)
Think you better come with me son.
We'e going to need a statement.

PETER
But my Aun--

CAPTAIN STACY
Won't take long. We'll have you
home to your aunt soon enough. Now
get in the car.

Peter looks extremely perplexed, but reluctantly gets in the

squad car.

As a door to the police car is shut, an Ambulance speeds off

with Norman Osborn, near death, inside.

INT. NY CITY POLICE DEPT. - NIGHT

Peter Parker is sitting at a table in a private room. We see

a shot of a man from the waist up to just below the neck.

Then we see the head and shoulders of George Stacy, who is

puffing on a pipe.

Even though Peter clearly sees the name plate on the desk of

George Stacy, he is no where near realizing that he is the

father of someone he knows...someone he dreams about.

CAPTAIN STACY
(lighting pipe
with zippo
lighter)
What's your name kid?

32.

PETER
Parker sir... Peter Parker

CAPTAIN STACY
Parker hunh...
(pause)
You the kid that takes pictures of
the Spider-Man?

PETER
(hesitates)
Ye--yessir.

CAPTAIN STACY
I see...yes.. you're the one who
always seems to be in the right
place at the right time, always
somehow able to get "exclusive"
photos of the wall-crawler. Zat
right?

PETER
Yeah...we have...sort of...an
arrangement.

CAPTAIN STACY
An arrangement...

PETER
Yessir. I got in his way
once...made him angry. Told him I
worked for the Bugle...that I'd
help cast him in a positive light,
if he'd cut me some slack...
Anyway, I followed Spider-Man to
the Osborn Plant.

CAPTAIN STACY
I'm listenin'.

PETER
There was this weird stuff
happening inside the office
building. Lights...noises. Then
there was this...explosion or
something. Spider-Man went in and

(MORE)

33.

PETER (cont'd)
pulled Osborn out. He rescued him
sir.

CAPTAIN STACY
I see... So how do you think
Spider-Man knew there was going to
be "trouble" at Osborn's?
Peter's eyes get a bit wider as he shifts uncomfortably in
his seat.

Phone Rings

CAPTAIN STACY
(answers)
Stacy.
(pauses, listens)
Mmm hmm. Right. What??? I...
see...

The Captain hangs up phone, looking extremely puzzled.

Peter is thankful at the change in subject.

PETER
sir...if you don't mind my asking.
Is that news of Mr Osborn? He...
is... also my friend's dad.

CAPTAIN STACY
(still baffled)
Yeah.. I mean...uh. Sounds like
Osborn is going to be alright.

Peter smiles in relief.

CAPTAIN STACY (cont.)
Strange. He looked in pretty bad
shape last time I saw him.
Looked...well he looked like a
goner to be honest.
But...apparently, I'm told, He
checked himself out...healthy as a
horse...although the doctors

(MORE)

34.

CAPTAIN STACY (cont'd)
wanted him to...
(pauses)
He insisted on... going... home.

silence

PETER
Sir...sir. Am I done. I mean...can
I ..er... go?

CAPTAIN STACY
(in a fog)
yeah kid. Go on, get home. And uh,
be careful son. Following this
Spider-Man around is dangerous
living. We may not know much about
him, or what side he's on...but
one thing is for sure. He's never
far from trouble.

PETER
(nervous smile)
Thank you sir. I ...uh..will...
I'll be careful sir.

Peter gets up and exits leaving Stacy, puffing on his pipe,

in deep thought.

INT. OSBORN MANSION - NIGHT

Norman Osborn is in his bed. He is stirring. He is

dreaming...

His son Harry is walking in a dimly lit industrial looking

room. It is lined with metal cabinets with square doors.

There is fog in the room. There are also tables in the

room...covered with sheets with feet sticking out. It is a

morgue.

Harry goes to the cabinet. He slowly opens the door to #

103. There appears to be a tray inside with a body. Harry

pauses then reluctantly pulls out the tray. He pauses again,

before slowly unzipping the bag..to reveal the corpse of his

35.

father...Norman Osborn, eyes wide open, face pale, and dead.

Harry stares, longingly, lovingly. Suddenly Norman's face is

transformed, into something horrible...grotesque. Harry

recoils in horror slamming tray back in to its compartment,

which echoes in Norman's mind... in his bedroom.

Norman wakes in his bed in a full sweat, a look of agonizing

fear on his face. He reaches over and turns on lamp,

breathing a sigh of relief. Norman looks at the clock and

gets up going in to the bathroom. He turns on the water and

rinses his face, unaware of the fog that is now filling the

room. Is he dreaming again?

We see Norman's face , when suddenly a mysterious VOICE from

the MIRROR speaks to him. (???)

MIRROR GHOST (V/O)
Norman.

The voice is eerie...otherworldly. Norman pauses and looks

up.

MIRROR GHOST (V/O)
(taunting tone)
Nor-man.

OSBORN
What...what do you want?

MIRROR GHOST (V/O)
Only your attention. And it could
benefit you Norman... to listen to
me.

OSBORN
W-Who...what are you? No, I-I'm
dreaming.

MIRROR GHOST (V/O)
Your GOBLIN Norman. I'm your
goblin.

OSBORN
G-Goblin? What ...are you talking
about?

MIRROR GHOST (V/O)
Every man has one Norman. Not
everyone finds him though.
(evil cackle)

36.

Norman soaks his face in water and rubs it.

OSBORN
I'm seeing things. I'm delusional.
Its the bump on the head...the
accident at the lab.

MIRROR GHOST (V/O)
No accident Norman. I've been wait
hing for you. Waiting for you...to
let me out.

OSBORN
Go away. Leave me alone!

MIRROR GHOST (V/O)
(Evil laugh)
I can't Norman.

OSBORN
What do you mean can't...why?

MIRROR GHOST (V/O)
Be...cause...

We now see Norman's reflection in the mirror...

MIRROR GHOST (cont.)
(Norman's
reflection)
I AM you...
(crazy laughter)

Norman's face in the reflection suddenly turns in to the

horrible, grotesque, evil face in His dream.

(More evil laughter) Norman drops to the floor and begins to

go in to convulsions. The reflection in the mirror is gone.

But the laughter...is not. It continues to echo in to the

night.

Norman wakes up "again", in bed. (was it a dream?)...this

time strangely calm. He does not turn on the light, or look

at the clock. He dresses in the dark and quietly leaves.

INT. FOREST HILLS (PARKER HOME) - NIGHT

Peter Parker is stirring in his bed. He is dreaming as well.

37.

MONTAGE:DREAM SEQUENCE

In we see flashes of Spider-Man performing tricks on a

television show, before a studio audience that oohs and

ahhs...

WRESTLING RING

Peter, his face covered by a mesh masking is battling with a

huge warrior more than twice his size.

ARENA (HALLWAY)

Spider-Man standing still as a hood runs past him with a bag

of loot, while a security guard yells..."stop him. Stop

thief!" Spider-Man just watches as the hood runs by.

OSBORN INDUSTRIES

Surrounded by green fog, he is searching for Norman Osborn.

He kicks the door in to find Osborn's body lying in the

floor. He kneels down to check Osborn's face and a lightning

bolt flashes to reveal, in the eerie green light, the dead

and decaying face of Norman Osborn.

SPIDER-MAN
No not again...Dear Lord... too
late..just like...before...

GUNSHOTS

PARKER HOME (DRIVEWAY)

Spider-Man is looking down at the face of an old man with a

pleasant face...even in pain. Its a man he knows well. Its

his UNCLE BEN, the closest thing Peter Parker has ever had

to a father.

UNCLE BEN
Peter... Remember what I told you
... remember...what...I told
you...

PETER
(crying)
No, no...No!!!!!!!! UNCLE

(MORE)

38.

PETER (cont'd)
BEN!!!!!!!!!!!!!!!!!

END OF DREAM SEQUENCE

Peter Parker sits upright in his bed, shirtless, he is

soaked in sweat...

INT. DAILY BUGLE (JAMESON'S OFFICE) - DAY

About a week later.

J Jonah Jameson is in the familiar position of the chair in

his office talking to JOE ROBERTSON, a black man with an

athletic build and whitening hair.

We see a Daily Bugle on the desk with the headline,

"BREAK-IN AT OSBORN PLANT TIED TO ACCIDENT?"

JOE ROBERTSON
More than likely, vandals,
glory-hounds sniffing around,
after that weird accident.

JAMESON
Or it could be Spider-Man, trying
to cover his tracks. Probably him
who caused the accident in the
fir--
(seeing Peter walk
in)
Parker. Good...You're here.

JOE ROBERTSON
Hello Pete.

PETER
Hi Mr Robertson. You wanted to see
me Mr Jameson?

JOE ROBERTSON
We have something in mind for you
Peter.

JAMESON
(interrupting)
Leeds is on to something with this
latest crime wave in the city.
Apparently there's an organized
mob that's grown strong over the

(MORE)

39.

JAMESON (cont'd)
last 2 years and is beginning to
take control of some of the minor
gangs. Need ya to stop chasin our
"favorite" menace in the red and
blue pajamas for a while and see
if you can help Ned. Its usually
Bannon's gig, but he's out of
town.

JOE ROBERTSON
What Jonah is trying to say Pete,
is we've been so impressed with
your pictures of Spider-Man, we
think its time to see what you can
do on the crime beat.

JAMESON
So whattya think kid. You up to
it?

PETER
Gee, Mr Jameson, Mr Robertson. I
uh....I'm honored, I...

JAMESON
Spare me the BS Parker. Do you
want the assigmment or not?

Peter hesitates slightly, perhaps because of the history

with Ned Leeds)

PETER
Well, there's my es...and I
don't think Aunt May would like
it.. but, yeah, OK, I'm in.

JOE ROBERTSON
Good, but only if your comfortable
with it and it doesn't interfere
with your school work Pete. Maybe
you better run it by your aunt as
well.

PETER
(sarcastically)
Right.

40.

He knows Aunt May would never go for her nephew being in a

dangerous position, much less , one even more so.If only she

knew.

JOE ROBERTSON
(whispers to Peter)
More money. Could mean a salaried
postition for ya too.

JAMESON
You'll need to get with Leeds. I
believe he has information
regarding the location of a
meeting place for some prominent
gang lieutenants. He's been on
this thing forever.

PETER
Um, Yessir, I'll meet up with
Ned...and thanks... I guess.

JAMESON
Good, now beat it.
Peter leaves the office and walks across the office room,
nervously glancing at Betty, who is looking away. as usual.

HALLWAY

He walks out in to the hall when who should walk out of the

elevator but...

PETER
(surprised)
Gwen.

Somehow,he finds a courage to talk to her that he's never

had surrounded by the intimidating halls of ESU. He is in

his "element" here.

Gwen is pleasantly surprised to find him friendly for once.

41.

GWEN
Peter? What...what are you doing
here?

PETER
I work here.
(sheepishly)
I'm a photographer.

GWEN
Wow...That's cool.

PETER
(seizing the
moment)
So...what...what are you doing
around here?

GWEN
I...uh...
(lying)
came to see if the Bugle was
interested in sponsoring an ad in
the campus football program.

(She is actually there to seek JJJ's help and advice in

helping convince her father to retire).

PETER
(slightly
disappointed)
Oh... for Flash.

He looks as if he can't believe he just said that last part

out loud.

GWEN
(surprised)
Um, no, not for Flash..In fact...
(pauses)
and why would you care?

42.

PETER
(blushes)
Er, I don't, Um, I mean I was just
making conversation.

She stares at Peter.

awkward silence. Gwen enters the room to the Bugle offices.

PETER
(following)
Uhh...erm...Gwen?

GWEN
Yes Peter?

PETER
(stalls)
Err...tough test on Thursday.

GWEN
I know. I'm sooo behind.

PETER
Yeah, Warren is such a
task-master.

GWEN
I'll be lucky to even get a
passing grade. Well, see ya around
Peter Parker.
(starts to walk
off)

PETER
(dreamily)
right.

GWEN
(pauses and turns
around)
Uh. Peter?

PETER
Yeah?

43.

GWEN
I uh... could use some help...
um... maybe we could help each
other...ya know? ... study.
(smiles)

PETER
(just won the
lottery)
Yeah...sure.

GWEN
(backing away)
Morels, Wednesday... 4:00 sharp.

PETER
(about to burst)
right...sharp.

Gwen gives Peter a little wave,then turns and walks off.

Peter leaves as well. We see that Betty Brant has been

watching the whole time.

INT. OSBORN MANSION (NORMAN'S DEN) - NIGHT

Norman is in his den, his study. The den is decorated in a

similar fashion to is office; still the greens, but the

s are deeper...darker, and of course the furniture is

even More expensive looking.

He is dressed for the evening, in dark green pajamas and a

white long sleeved shirt. He is sitting at his desk

scribbling in a notebook. There is an intense expression on

his face, that counters the light-hearted spirit Harry has

enjoyed in his father the past couple of weeks.

phone RINGS

OSBORN
(grumpy)
Osborn...
(pause)
Christ Menken!... what is it?

An angry look covers Norman's face and it grows in to a

scowl.

OSBORN (cont.)
What?
(pounds fist)

(MORE)

44.

OSBORN (cont'd)
Are you telling me his lawyers are
better than mine? How could you
let this happen ?

MENKEN (V/O)
Norman...it can't be avoided. The
Feds are listenin to his story.
Now it doesn't mean...
he's...UH... won, just that well,
we'll need to do some
...er..."tidying up". And we're
working on ways to discredit him.

OSBORN
Discredited? I don't want Stromm
discredited (raising voice)
I want him silenced!

Harry peers in the door-way of his dad's den.

HARRY

Dad?

OSBORN
I don't care how, just handle it
(slams phone down)

HARRY
Dad...everything alright?

OSBORN
Yes son..yes. Why wouldn't it be?
(forces smile)

HARRY
Yeah, well I gotta go to the
library and do some studying. I'll
be home later

OSBORN
Yes yes. Go on...go

Harry turns to leave

OSBORN
Harry

HARRY
Yeah dad?

45.

OSBORN
Good luck on your test boy.

Harry smiles and leaves. At least his dad was trying

now...trying to show he cared.

Norman walks over to the liquor cabinet and pours himself a

drink....MAKERS MARK Bourbon on the rocks...a double. He

stands in the room alone...sipping. Sensing a sudden chill

in the room, Norman walks over to a wardrobe, a large

spacious walk-in space, the type one might expect to find

hunting vests and smoking jackets, maybe even some sporting

gear.

He puts on a beautiful deep Burgundy robe with an elegant

pattern on it. After taking a sip of his beverage, Norman

suddenly grabs his stomach, at the onset of a sharp pain. He

feels as if he is being stabbed. The ice tray and glasses on

the cabinet begin to shake in unison, singing a strange

"song". The chandelier swings slightly. Is he dreaming..

AGAIN?

Norman shakes his head but continues to hold his stomach as

the pain slowly begins to subside. And then he hears it...

the tapping...no, the KNOCKING at the closet door. But how

is that possible? Knocking...from WITHIN????

Then he hears it... the VOICE from the dreams, from the

MIRROR, now coming from within the closet!

GOBLIN (V/O)
(eerie, almost
whispering)
Norman... NORMAN!

OSBORN
(frightened)
Wha...w-who who is it? Who's
there?

GOBLIN (V/O)
I'm here.... Here to help you.

OSBORN
No...no...I'm dreaming again. Get
away. Get away from me.

GOBLIN (V/O)
You need me.

OSBORN
No...I don't need anyone...I don't
want your help.

46.

GOBLIN
(evil laughter)

Norman looks at his glass and briefly sees the reflection of

that ghastly face he had seen in the mirror.

He yells, throwing the glass against the wall. Norman runs

over and throws open the closet door to confront the

"spirit".

OSBORN
(with recognition)
YOU!!!! Leave me alone! Leave us
alone!

Nothing is there. We see nothing, just a dark closet.

GOBLIN (V/O)
Its time Norman. It is time.
(evil laughter)

Norman doubled over in pain, stumbles over to his desk, as

the laughter is filling the room. He falls over in the floor

out of sight, behind his desk with the sound of struggling.

OSBORN (O/S)
No! NOOOOOOOOOO!

We see his hand comes up firmly and slap the desk, before

making a tight fist, and then, relaxing...

OSBORN (O/S)
(maniacally)
AHH-HAHAHAHAHAHAHAHAHAHAHAHAHA!

Norman Osborn's insane maniacal laughter consumes the room

and pours out in to the halls of the mansion....

INT. HOTEL (STROMM'S ROOM) - NIGHT

In a low-profile hotel, we see MENDELL STROMM. He is

balding,late 50s, with glasses and has an unpleasant, cruel

face.

Two Federal Agents are outside in the hall.

47.

STROMM
(fixing a drink)
Fools... they don't realize they
are buying me time... until I can
complete and perfect my serum.
Even if Osborn tries to duplicate
it, he'll find quite the surprise
waiting for him.
(laughs)

He shuts off the light and goes to bed. We see the alarm

clock reads 10:30.

INT. SYNDICATE BUILDING (SILKWORTH'S OFFICE) - NIGHT

Meanwhile, in an seedy looking warehouse in an old

industrial part of the City,two men are conversing in a

makeshift "office".

The man sitting down, OSWALD SILKWORTH is a plump, bald,

middle aged man with an egg-shaped head and thick, "coke

bottle" glasses. He looks like the one in charge. His

superiors know him as a man that gets things done. His

subordinates know him as...THE ARRANGER.

The man standing, JASON "JACK" MACENDALE is dressed in black

and has a somewhat fearsome appearance; sharp angular

features and jet black hair, matched with brooding dark

piercing eyes.

SILKWORTH
No more games Macendale. And
Spider-Man is no excuse. I want
Osborn brought to me, live and in
person. There are things... I wish
to ask him.

MACENDALE
Boss, I told you. Spider-man
busted that attempt up real good.
windows. I can finish him... let
me. And then we'll go after the
Spider.

SILKWORTH
No, its not what "he" wants. This
comes straight from the top Jack,
THE BIG MAN. Bring me
Osborn...without a scratch.

48.

MACENDALE
Come on boss... not even ...just
one?
(snickers)

SILKWORTH
(VERY slight smile)
Humorous. I need to see what
Osborn knows, if he's done
anything with Stromm's formula.
You can settle your personal score
later.

MACENDALE
And what about Stromm?

SILKWORTH
Stromm is a worm. He holds
knowledge of certain government
weaponry programs, and as we speak
is attempting to save his
worthless neck by squealing to the
Feds about Osborn's improprieties.
But, He still proves useful... for
now. Although, I won't be able to
say the same for Norman Osborn,
after I learn what he knows.
(evil chuckle)

INT. STROMM'S HOTEL ROOM - NIGHT

Stromm is lying in his bed sound asleep, when he is suddenly

awakened by a slight noise. His eyes open. We see the alarm

clock. It is now 12:00.

He hears a VOICE in the darkness, the same one Norman has

heard... the one that calls itself... THE GOBLIN.

GOBLIN (V/O)
Mendell Stromm.

STROMM
wha...w-who's there...?

GOBLIN (V/O)
Just...an old friend.
(light cackle)

Stromm looks over to see a pair of yellowish, glaring eyes

49.

in the dark. He sees the dark outline of a man sitting in a

chair beside his bed,out of range of the moonbeam shining

through the open window.

STROMM
(frightened)
Wha...what do you want?

GOBLIN
Hmmmm, what are you offering?
(pause)
I dont know...your soul perhaps?
(more cackling)

STROMM
W-who...what are you..?

GOBLIN
(ignoring)
You have been judged Mendell...and
found guilty of treason. The jury
has sentenced you... to death.

STROMM'S POV

Suddenly, in the moon light, Stromm sees a demonic face of

death, hovering over him, up close. ( a real "GOTCHA"

moment) It is the first look at The GREEN GOBLIN. Even in

the darkness we are able to recognize the ghastly features,

from Norman's vision in the mirror.

The face is a sickening greenish ,belonging to someone

who has not been alive in a while. The forehead is high with

sharp cheek bones, and a pointed hooked nose. Its ears rise

to elongated points. The eyes are huge and bulging, with a

look of fixed horror to them,as if frozen forever in the

moment of a terrible death, but otherwise expressionless.

Below the sharp nose is an evil cruel mouth smiling wickedly

above an inordinately long pointed chin.

Stromm, must surely believe he has been visited by a

ghoul...some sort of regenerated form of Norman Osborn, but

no longer...human.

GREEN GOBLIN
Hello...partner. AH
HAHAHAHAHAHAHAHAHAH!

HALLWAY

50.

Hearing the disturbance, the agents burst in.

We see a closeup of Stromm's face, a face frozen in a scream

of terror, (eyes wildy open, mouth agape), a terror of the

most imaginable...or unimaginable...

INT. DAILY BUGLE - DAY

Peter is talking to NED LEEDS. Ned is an older "all-american

type, "thirtysomething", but boyishly handsome.

LEEDS
Look...Parker. I'm not going to
mince words. Its no secret, we've
had our differences in the past
and well, its not that I have
anything against you, its just
this is more of Bannon's thing or
that other freelancer...the big
goofball...

PETER
Eddie?

LEEDS
(chuckles)
Yeah, that's him.Point
is...they've at least been in "the
fire" before.

PETER
(sarcastically)
Guess hanging from amazing heights
taking pictures of Spider-Man must
seem pedestrian to you.

LEEDS
(arrogant)
That's uh, not what I meant.
Listen, I've been tracking The
Syndicate going on 2 years now.
I'm this close to information that
will lead me to the kingpin of
this group. We're talking Pulitzer
material here. I don't need some
wet-behind-the-ears kid ruining it
for me. Do not screw this up.
These people are serious Pete.
They don't play around ya hear? It

(MORE)

51.

LEEDS (cont'd)
could be dangerous. You're going
to have to be careful. Plus, as
the photog...there's always
potential consequences for
fingering someone...you know,
showing their mug to the world.

PETER
Doesn't bother me. I can handle
it.

LEEDS
Good... now listen. There's a
meeting tonight, in the warehouse
district. Virtually every goon
involved with this outfit is going
to be there...including yours
truly...
(winks)
and maybe a Lieutenant or two.
I'll probably be covered, so you
won't see me.

He hands Peter an envelope.

LEEDS (cont.)
Inside are the directions, and the
address.. Be careful Parker.

he walks out of his office as Peter follows him.

PETER
Alright, I'll be there...and I
will, be careful that is.

He watches Ned warily as the reporter walks off barely even

acknowledging Betty.

INT. SYNDICATE WAREHOUSE - NIGHT

A group of CRIME SYNDICATE GANGSTERS are standing/sitting

around a large industrial storage type room. Jack Macendale

52.

is is centered among them, and appears to be addressing

them.

MACENDALE
(over noise)
Hey.
(whistles)
Hey! Alright!... listen up you
maggots, New plan...
whistles,shouts and laughs from the crowd of thugs.

ABOVE

In a dark corner of the warehouse Spider-Man descends

slowly... in ic upside down pose.

SPIDER-MAN'S P.O.V.

MACENDALE (cont)
Now... the priority is... we are
to successfully capture this fancy
ass VIP business exec,
one...Norman Osborn... unharmed.
He holds information valuable to
the "organization" Use any means
necessary...

SFX: SPIDER-SENSE

BELOW

MACENDALE (cont.)
so long as he's brought here...
and
able to talk.

sound of BREAKING GLASS from above, followed by insane

LAUGHTER.

GREEN GOBLIN (O/S)
(laughing)
Is this a private party, or can
just anyone come?

An object drops to the floor with a metallic KLANK...there

53.

is a mini-explosion , and then a whoosh of smoke, followed

by more evil, maniacal laughter.

MACENDALE
(surprised)
wha?

ABOVE

Spider-Man crouches tighter in corner, also appearing

surprised. He winces slightly from the intense buzzing in

his head.

BELOW

The smoke begins to clear with the gangsters gagging and

coughing. Then we see, for the first time...THE GREEN

GOBLIN...in all his glory. He hovers in the room astride the

PROJECT "WAR EAGLE" ATTACK GLIDER, glaring at the men,

laughing hideously, behind his green ghoulish face and

sickening yellow eyes... A strange electronic hum and

mysterious trail of smoke emit from the flying device.

SFX: JET TURBINE ENGINE

The Goblin wears a deep Burgundy tunic with a sturdy looking

belt filled with compartments. (some have an electronic look

in nature) The muscular arms are either bare or covered in

some sort of tight scale material; a sort of chain mail, but

greenish in . He wears purple gloves that extend nearly

to the elbows.

His legs are covered in some sort of thick armor, reinforced

at the knees and stuffed into thick strong looking boots,

similar to what an ancient Norseman would wear, except there

is a subtle point upward at the toe. He carries a thick

leather satchel slung over his right shoulder that hangs to

his left side.

And finally atop his head covering part of his massive

forehead, but not his elongated pointy ears, the Goblin

wears a hat. At first it looks like a stocking wrap, or how

a pirate or biker might wrap his head, but the "hat"

continues in to a pointed trail that dangles half way down

his back. It may be leather...it may be cloth.

To a weak man, or to a drinking man, it would appear as if a

demon had come to earth. But to these men, it appears as if

death has arrived. Not one among of them is unafraid,

including the man clinging to the ceiling.

54.

MACENDALE
(feigning courage)
Look boys, if it ain't the boogie
man.

GREEN GOBLIN
Oh, you'll find that I'm much
worse than that.
(laughter)

MACENDALE
Whattya know, ugly, rude...And
he's a comedian too... Look pal,
what do you want?

GREEN GOBLIN
I am here on behalf of my
benefactor, who chooses to remain,
shall we say...anonymous at this
time
(cackling)
You see, I'm looking for a team...
a team of "bright" individuals"
such as yourselves,
(looks around and
motions)
to support me in my endeavors.

MACENDALE

(chuckles)
"Endeavors"?
(serious)
Who are you?

GREEN GOBLIN
You may call me... Goblin.

GANGSTER 4
Goblin?
(mocking laughter)
Hey boss I say we waste him.

The Goblin reaches in to his bag. In an instant, something

55.

strikes the man's chest. His eyes, fill with surprise, as he

wipes blood from his mouth. A sharp metal object,

bat-shaped, similar to the design of the glider is

protruding from his chest. He slumps over dead.

GANGSTER 5
Hey!, he owed me money...

MACENDALE
Shut up Munson!
(to the Goblin)
So "tough guy", you wanna play
rough do ya?...Alright, have it
your way. Get him boys!

As the gang closes in, Macendale lunges at the Goblin in an

attack with some sort of baton. With one slight stroke a

green scaled arm swipes the air and Macendale is limply

flying across the room. He slams in to a wall unconscious...

Gunfire ensues, but the creature on the glider moves with

incredible speed and agility, effectively moving about,

dodging every attack. Zooming around and cackling madly, he

pauses to reach in to his bag, producing a sphere, just

slightly larger than a golf ball.

With a flick of his thumb, he appears to pull a "pin". And

the sphere expands to the size of a grapefruit, orange in

with an an eerie smoke oozing at the top. The Goblin

hurls it and it explodes knocking out 2 more of the men. He

whirls around, continuing to dodge fire while hurling waves

of more nasty "PUMPKIN" BOMBS.

GREEN GOBLIN
Anyone else want to die today? I'd
rather not lose any more "good"
men.

He laughs and reaches into his bag.

SPIDER-MAN (O/S)
Think you can "lose" me pickle
face?

GREEN GOBLIN
(turning around)
Ehhhhh?

Spider-Man fires a web-line and swings down in the Goblin's

direction.

56.

The Goblin smiles wickedly.He brings his hand upward and

points at the hero. A blinding array of sparkling energy

erupts from his finger-tips hitting Spider-Man just below

the neck. In sudden blinding pain he loses his web-line and

hurls to the ground with a thud. The Green Goblin laughs.

Cackling as he fixes his gaze once again on the gang, he

notices the expression upon the men's faces shift slightly

from fear to awe.

At this moment a door bursts open and more gang members

arrive with automatic weapons.

The Goblin rises in the air on his glider and hurls an array

of pumpkin bombs at the newly arrived reinforcements.

GREEN GOBLIN
Bah! I shall away for now...but
soon you will bow and serve your
master... as will all the scum of
this city! HAHAHAHAHAHAHAHA!

He flies toward/out the window he came through.

GREEN GOBLIN (cont.)
You will regret interfering with my affairs... Pity you may not
LIVE to regret it! AH
HAHAHAHAHAHAHAHA!

He speeds away on the Glider leaving a trail of wispy white

smoke behind him.

Spider-Man gathers himself and springs upward through the

skylight, as gunfire chases him. He fires a web-line and

darts up in to the night sky...

EXT. OVER NY CITY - NIGHT

After chasing the Goblin in to the heart of the city,

Spider-Man grabs a flag pole, swinging around it 3 times and

with the momentum gathered, springs himself up and over the

Goblin, landing on the villain's back.

GREEN GOBLIN
What are you doing you fool? My
glider may not support the added
weight. You'll kill yourself.

(MORE)

57.

GREEN GOBLIN (cont'd)

SPIDER-MAN
At least I'll take you down with
me.... lunatic.

he attempts to choke hold the raving mad man.

GREEN GOBLIN
(cackles)
I've already died... once meddler.
Not so enjoyable. I do not plan on
repeating it. You on the other
hand...

The Goblin elbows Spider-Man in the gut and then flips him

over in front of him on the glider, like a rag doll before

blasting him with more sparkle ray.

GREEN GOBLIN (cont.)
I must recommend the slow painful
way...
(laughter)

Spider-Man is stunned and for just a second blacks out as he

plummets from the glider. He regains his senses, does a

somersault in the air and comes up firing a web-line that

fastens firmly to its target; the Goblin's glider.

GREEN GOBLIN
(sincerely)
Impressive. But you didn't strike
me as the type who would
appreciate being taken for a ride.
(laughs)

Spider-Man looks down, holding on desperately to his web as

the Goblin begins to ascend... higher. The Goblin, clearly

enjoying the game, dashes around side to side wildy,

thrashing the Web-slinger about like the tail end of a whip.

He is merely toying with him, though, as with but one

razor-bat he could easily slice through and free his machine

from the hero's web.

58.

GREEN GOBLIN
(still laughing
wildly)
You seem a little bored back there
Spider-Man. Here's some toys to
play with.

He hurls a rapid succession of 3 pumpkin bombs behind him

which explode around Spider-Man, one charring his costume

around the shoulder.

SPIDER-MAN
(looks up)
Sheesh.

GREEN GOBLIN
Going...down?

Laughing madly, the Goblin begins a rapid dive and speeds

into one of the concrete canyons of the city.

He accelerates downward, sharply, and then makes a direct,

almost 90 degree turn on a dime, slinging Spider-Man

violently in to the side of a building.

SPIDER-MAN
Unnnnngh!

He lets go of the Web, and begins to fall...

GREEN GOBLIN
Happy landings Spider-Man!

Flies off cackling.

Spider-Man plummets toward the traffic below. He uses his

amazing grip to try to stick to the building, but he is

falling too fast... it merely slows his fall. Instinctively,

the right hand reaches out and the fingers

compress....nothing...

SPIDER-MAN
Great!

59.

With just seconds to spare he reaches around with his left

hand, and manages just enough web fluid to snag the corner

ledge of a building.The webbing holds...the concrete does

not. Crumbled bits break off the ledge, and though his

descent is slowed further, Spider-Man continues to fall.

SPIDER-MAN
Oh boy!

He tears through an awning and attempts to grab, one of the

poles, wincing in pain as his shoulder is sprained. The pole

breaks bringing the awning and Spider-Man down on to the top

of a NY City Cab. He peers out from under debris from the

awning.

SPIDER-MAN

Ow. That's going to leave a mark.

CABBIE
(angry)
Hey! look what you did...you bum.
Get off my ride. Geez...why does
this kind of crap always happen to
me?

SPIDER-MAN
(sarcastically)
Yeah, ...I aimed right for your
car AFTER I was knocked out of the
sky trying to save the city from
the latest evil "man in tights"...
Sorry buddy.

The cabbie drives off, giving Spider-Man the finger, as he

pulls away. Spider-Man shakes his head and walks off in to

the night.

Spider-Man walks off, brushes shoulder and looks to sky.

60.

SPIDER-MAN
(looking up)
That cuts it mister...YOU SMUDGED
MY SUIT! ...Swell...
(to self)
Hey, I wonder if there's a
super-hero dry-cleaners...

He continues to walk in to the distance, reaching for his

belt and then adjusting his wrist.(He changes web

cartridges) Then, with a THWIP and a spring upward, the

thankless hero vanishes in to the darkness.

INT. FOREST HILLS (PARKER HOME) - DAY

Peter,wearing a T-shirt and pajama bottoms takes down his

costume, that he has apparently hung to dry after washing, .

He seems content with himself at this accomplishment,

sniffing it slightly and holding it up to his neck , while

looking in the mirror, before gently tossing it on the bed.

CUT TO:

KITCHEN

Aunt May is cheerfully working around the stove. Peter walks

in now fully dressed.

AUNT MAY
Good morning dear
(gasps)
Peter...You look awful. Are you
sick?

PETER
(yawns)
Just tired Aunt May.... up late...
studying.

61.

AUNT MAY
Here you go dear. I made you some
wheat cakes, and some bacon. Your
Uncle Ben sure did love his bacon.
Got to fatten you up. Wouldn't
want you looking puny when you
finally meet my friend's niece.

PETER
I really don't like that
word...puny. I prefer... lean.

AUNT MAY
Sorry dear. And oh... she's just
the sweetest thing. I can't wait
for you to meet her. I'm going to
invite Anna and her over for dinner soon.

PETER
(doubtful)
I'm sure she is Aunt May, but...
er... gotta run, going to be late.

Peter drinks down a glass of orange juice, grabs wheat cake

and bacon in a napkin and gets up to leave.

PETER (cont.)
Bye pretty lady.
(kisses her on the
head)
Don't enter any beauty contests
while I'm gone OK? Wouldn't want
to miss your crowning.

He leaves her smiling...

INT. THE DAILY BUGLE (JAMESON'S OFFICE) - DAY

JAMESON
Let me get this straight Parker.
You're there, at the warehouse...
Spider-Man is organizing a gang.
Some other costumed freak barges
in.. tries to stop it...and most
of all... oh yeah... NO
PICTURES!!?

62.

PETER
No...I mean yes, I wasn't able to
snap any pics, but no, Mr Jameson,
The Syndicate was organizing, when
some goon who, I don't know, calls
himself "The Goblin" or something
busts in, knocks a couple of guys
out and proceeds to try and take
control of the gang. Spider-Man
just tried to stop him.

JAMESON
"GOBLIN"? What do you take me for
Parker? You think I just fell off
the pumpkin truck? I know I'm
going to regret this but just what
did this goblin character look
like.
(sarcastically)
Did he have little magic bag with
lucky charms?

PETER
Well, sir, it was dark...hard to
tell. But he was dressed up in
some kind of medieval garb...and

JAMESON
And what?

PETER
Well, his face,his skin...it was
all green.

JAMESON
Parker! I 'm too old for fairy
tales. I need pictures, you know
(mockingly slow)
p-h-o-t-o-gr-a-p-h-s... the little
square thingys I pay you for? And
you're wasting my time telling me
about little "GREEN GOBLINS"? Just
what we need; another costumed
freak in a mask running around
stickin' his nose everywhere,
causing trouble. And Leeds! Where
the hell were you?

63.

LEEDS
(slightly
embarrassed)
Got nabbed on the way. Some one
musta known what I was up too. Hit
me over the head and made off with
my file.

JAMESON
Boy..you two are something. No
story, no pictures. Miss Brant!
Get me Laurel and Hardy on the
phone. Maybe they can get me a
story. You yahoos come back when
ya got something concrete. Hell,
I'll settle for tissue paper at
this point.

PETER
Yessir.
Peter and Ned walk out of Jameson's office.

LEEDS
(sarcastically)
OK, that went well.

PETER
(surprised)
You mean, you weren't there?

LEEDS
No, got crossed up on my way. I
told you Pete, these guys are
serious. I'm probably lucky to get
away with just a bump on the neck.
(chuckles)
I've had worse. Now... tell me
more about this "Goblin"
character. Never heard of him.
Must be someone new.

64.

PETER
(suspicious look)
I don't know. But he sure gave
Spider-Man one heck of a run. Had
all sorts of incendiary devices
and attack gadgets. Did get a
pretty good look at the ringleader
leader though. Nasty looking guy,
dark, with piercing blue eyes.

LEEDS
That would have to be Jack
Macendale... Special Ops Vet, and
mob assassin. Reports directly to
the Kingpin's #1 Lieutenant.

PETER
Well, this new guy tossed him
aside like he was nuthin'.
And...one more thing. About what
Jameson said...about "masked
freaks".

LEEDS
(intrigued)
Yeah? What about it?

PETER
(serious)
I'm not sure he was wearing a
mask.

CUT TO:

INT. OSBORN MANSION - DAY

Harry walks in to his father's den, seeing Norman lying on

the floor unconscious/asleep, (which is strange because

Norman is usually up and dressed, and hard at work by this

time of the morning.)

HARRY
(concerned)
Dad?

OSBORN

(groggily)
Where...what...Harry?

(MORE)

65.

OSBORN (cont'd)

HARRY
Dad, are you alright? What's the
matter?

OSBORN
(disoriented)
I-I...must of fell asleep. STRANGE
dream.

Worried Norman has gone on a drinking binge, Harry lifts him

father to his feet.

OSBORN
I'm fine Harry.

He brushes his son's gesture off and sits down on leather

couch.

HARRY
You don't look fine Dad.

OSBORN
M-maybe you're right son. Tell you
what, I 'll call DR HAMILTON later
this morning. He'll know what to
do. Maybe he can prescribe me
something...Something to help calm
me, help me sleep. But, I'll be
alright. I promise. Pressures at
work...that's all.

HARRY
You went back too soon, after the
accident, I mean...didn't have
time to fully recover.

OSBORN
Nonsense. I'll be...I mean I am
alright. Just one drink too many
last night, perhaps...

66.

HARRY
Yeah, um, about the drinking...
Dad, I already lost Mom. I don't
wanna lose you... too.

OSBORN
Harry, don't talk like that.
You're not going to lose me. We're
pals...remember? We gotta stick
together.

Norman stretches and pops back strangely, turning his neck

with a CLICK.

Harry smiles reluctantly. Norman gets up and seemingly is

perfectly alright.. suddenly bright, cheery and alert.

EXT. NY CITY (BUILDING ROOFTOP) - NIGHT

We see a hand (there's a compact sort of band around the

wrist)applying a red glove, then Peter Parker. He looks at

watch, before putting on other glove and then pulls the

Spider-Man mask over his face and fires a web-line.

CUT TO:

INT. MOREL'S COFFEE SHOP/CAFE

Gwen is Sitting at table reading a book. She is wearing a

pair of reading glasses.

CUT TO: EXT.

Spider-Man swinging across the city, on his way to meet

Gwen. (He is obviously already late).

SFX: SPIDER-SENSE

LADY (O/S)
(screams)

SPIDER-MAN
(to himself)
Aww, man. Not now..
(hesitates)

67.

CUT TO: INT

Gwen looks at her watch and continues reading

CUT TO: EXT.

Spider-Man is clinging to the side of a wall, holding a

mugger by the collar of his jacket.

SPIDER-MAN
Now I want you to think about what
you've done young man, and
apologize to the lady.

MUGGER 2
(surprised)
Hunh?

SPIDER-MAN
Go on... do it.

MUGGER 2
(embarrassed)
Err... sorry lady.

SPIDER-MAN
(seemingly
satisfied)
Good.

Comical moment as the thug dangles ,staring at Spidey with a

sheepish grin and shrugs.

MUGGER'S POV:

SPIDER-MAN (cont.)
Nighty Night.

He rears back and knocks the thug cold.

DISSOLVE

INT. MORELS CAFE - NIGHT

Peter walks in.

68.

GWEN
(mock angry)
You're LATE Mis-ter Parker.
(mock angry)

PETER
Funny, you sound just like
Professor Warren.
(mischievously)
Don't suppose you'd buy
FASHIONABLLY late, would ya?

Peter finds himself gaining a little confidence with each

passing moment.

GWEN
(coy)
Hmm..maybe. Are you always late?

PETER
(right back to
awkwardness)
I.. uh...

Luckily Peter is "saved by the bell", as his bumbling

response is interrupted by the ring of a cell phone.

Gwen reaches in her purse and answers it.

GWEN
Hello?
(mood changes)
Oh hi daddy. I'm studying. Yes,
I'll be home shortly. Talk to you
later.
(pauses)
Yeah, me too. alright, yes, OK,
Bye.

Peter watches, just taking in the moment of seeing this

"personal" side of Gwen, which makes him think of his own Aunt.

Maybe Harry was right...even Flash too. Perhaps they do have

A LOT in common.

GWEN
Sorry...my dad.

69.

PETER
No problem. Everything OK?

GWEN
(distantly)
Yeah, fine.... Now where were we?

PETER
I believe we were about to delve
into the fascinating world of
bio-chemistry.

GWEN
Not so fast Mr Parker.
(playfully)
I believe you were about to tell
me how sorry you were for being
late and that you would never let
it happen again.

PETER
Right...never again. A pretty lady
like you should not be kept
waiting.

GWEN
(giggles)
Why Peter, you CAN be charming.

PETER
(grinning)
Was there some doubt?

EXT. STREET P.O.V. (THROUGH WINDOW)

We see Peter and Gwen smiling and interacting through the

window of the cafe.

INT. SILKWORTH'S PENTHOUSE - NIGHT

The Man known as The Arranger walks in to his fancy top

floor apartment, throws his coat on the couch and goes to

pour himself a drink.

He lights a cigarette and walks in to his office/study.

When he flips on the light he is startled to see The Green

Goblin is sitting at his desk.

70.

SILKWORTH
(drops drink)
Wha... Who?.

GREEN GOBLIN
(evil chuckle)
Greetings, Mr Silkworth, or should
I say... Arranger? Welcome home.

SILKWORTH
(surprisingly calm)
How did you get in here?

GREEN GOBLIN
Not important...but I find windows
to be quite... accommodating,
don't you?

Silkworth looks across the room at the jagged hole that had

been his window.

SILKWORTH
(astounded)
No...impossible. Not at this
height.

GREEN GOBLIN
(laughs)
Don't concern yourself with
matters you cannot comprehend my
dear fellow. Listen, I'd love to
chat, but I am here on business.

SILKWORTH
You have got my attention. I'll
give you that.
(pauses)
Very well. Say what you will and
then get out. What is it you want?

GREEN GOBLIN
I'd...say... its more about what
YOU want "Mr Potsworth".

71.

SILKWORTH
Listen, I don't have time for
games. I'll...

GREEN GOBLIN
(looking at desk
phone)
You'll...what?

SILKWORTH
(boasting)
I can have men up here in less
than 20 seconds.

The Goblin pauses, and leans forward, this time no cackling.

GREEN GOBLIN
(cold serious)
But...you'll be dead by then.
(evil smile)
Surely, by now, you've heard about
my little demonstration down at
the warehouse.

He notices Silkworth looking at the lower part of the desk.

GREEN GOBLIN (cont.)
Ahhh...can't quite reach this can
you? Well here let me help you!

The Goblin reaches down and pushes a panic button under the

desk. In seconds, 3 men in black suits are in the apartment

and burst in to the room. With a wave of a gloved hand 3

"razor-bats" are launched and each meets its target

respectively, leaving three men lying on the floor...dead.

Silkworth is a powerful man, but he knows when he has been

bested. He looks at the dead men on the floor.

SILKWORTH
(restrained rage)
I think you've made your point.

GREEN GOBLIN
Good. Now we can help each other.
Lets cut to it-- ooh poor choice
of words given the current state
of our guests, wouldn't you say?

(MORE)

72.

GREEN GOBLIN (cont'd)
Excuse me. Sometimes I kill before
I speak.
(Looks at the dead
men and cackles)
Look, You want Osborn. Well, I can
guarantee him. And what's the
catch you ask? Simple. In
return...
(clenches fist and
voice lowers)
I want Jack Macendale's position
in "The "Company", and control of
his gang.

SILKWORTH
(hearty laugh)
Don't be ridiculous. What makes
you think I need you to get
Osborn? And what sort of
connection do you have with him
anyway?

GREEN GOBLIN
I was once underneath
his...employ. We parted on not the
friendliest of terms, but have
since... COMBINED our efforts once
more. More of an equal
partnership.

Silkworth looks at the grinning gargoyle suspiciously, as if

he recognizes him.

SILKWORTH
(wonders aloud)
Stromm?!

GREEN GOBLIN
No... Goblin. Mendell Stromm is
quite dead, I assure you, or so
I've heard.
(cackles)
Frankly, I plan on double-crossing
Osborn. It troubles me not so long
as I get what I am after. Oh, and
as a bonus... I'm offering
something extra to sweeten the
deal.

73.

SILKWORTH
And that would be...?

GREEN GOBLIN
(grim)

Spider-Man's head on a platter.and when I do that, there's not a
crook in this City who won't
declare allegiance to me. He's
caused each and every one of us
misery in some form or another.
And want to know the best part?
(laughs)
The media... the public will love
me for it.

He agilely hops over and up on to what's left of the window

seal, with one leg still planted on the floor

GREEN GOBLIN
The train is leaving ole boy. You
can either catch a ride...or
well... I think you get the
picture. Its your choice. Oh, and
do give my regards to your boss.
(more cackling)

The Goblin leaps out of the window, and lands on his

hovering glider, that has been waiting just outside,(this we

are to assume is how he was able to go in and out of

Stromm's hotel room) then flies off laughing, leaving a now

familiar trail of smoke in his wake.

The Arranger looks on in a combination of horror and

disgust.

INT. EMPIRE STATE UNIVERSITY (WARREN'S ROOM) - DAY

PROFESSOR WARREN
(Turns around)
That's right Parker. Well done.
You got a 96…. However, top honors
go to Miss Stacy, with a 98. And
by the way, she was here when class
started.

We see a look of pride on Gwen's face.

74.

PETER
(happy for Gwen)
Y-yessir, I'll try and work
harder.

PROFESSOR WARREN
I KNOW you will, You'll be joining
Dr Connors in the lab an extra
hour on Thursdays until you learn
to be on time.

PETER
Y-YESSIR. I understand.
(still beaming.)

PROFESSOR WARREN
Ok, folks that's it for today. I
will see you all on Wednesday.
Remember I'm in my office all day
tomorrow, if anyone has any
questions, or needs my assistance.

The crowd of students pack out and Gwen rushes up to Peter.

She is so happy with her grade she doesn't even mention his

tardiness.

GWEN
Oh Peter, I think the other night
really helped. Thank you.

HARRY
(surprised)
The other night? Something you two
aren't telling me? Something I
should know about?
(grins)

75.

PETER
Naw Harry, I jus…we, I mean we
helped each other study for the
midterm. But I'm thinking Gwen
helped me more than I helped her..

GWEN
Oh, I'm not so sure about that,
but thanks.

HALLWAY

GWEN (cont.)
You know Peter…I've been thinking…

HARRY
Uh…oh…

GWEN
Very funny Harry.

PETER
(uneasy)
Y-eah?

Before Gwen can answer, Peter is suddenly shoved aside by

one Flash Thompson who has suddenly walked up.

FLASH
Watch it geek. You bumped into me.

PETER
(humbly)
Uh, sorry, Flash

76.

FLASH
(to Gwen)
Hiya babe.Good news. I've decided
to forgive ya. Why don't we go
celebrate and get a burger or
somethin'.

GWEN
I don't think so Flash.

FLASH
(angry)
Why not? What?... Got some more
studying to do with nerdly here?

HARRY
Flash…lay off.

FLASH
Oh yeah? Why should I? Studying is
one thing, but Parker's been
makin' time with my girl…and I'm
getting a little sick of it.

GWEN
I told you Flash. I'm not your
girl. I'm not anybody's girl.

PETER
(speaking up)
Flash, why don't you lighten up?

FLASH
(mad)
Lighten up?
(slams fist into
locker)
Who asked you dweeb?

77.

PETER
(showing backbone)
I believe that's what I said. Do
you need an English translator or
something?

HARRY
Pete—

PETER
(getting angry)
No its alright Harry. I'm sick of
bird brain here, pushing me around
and treating Gwen like she's somekind of… property.

Gwen looks on in reserved admiration. She is seeing yet

another side of Peter Parker. Actually everyone is.

FLASH
(surprised)
What did you just say to me?

PETER
I said:
(mockingly slow)
Why…don't…you…l-l-lighen …up?

FLASH
(frowns)
Thats it smart ass.

PETER
Oh yeah,?

FLASH
(hesitates)
Uh… yeah.

78.

HARRY
(laughs at Flash)
That was a real good comeback…but
dudes…listen… calm down.

Flash is not really to anyone standing up to him,

especially Peter Parker

PETER
I'm calm, why don't you talk to
"flame head" here?

GWEN
(interrupting)
Boys!

In a rage, Flash lunges at Peter, but he easily evades the

move and Harry jumps in between and at temps to break up the

tussle.

HARRY
C'mon guys, not here…not now.

FLASH
(hesitantly)
Alright, but sometime … somewhere…
Parker. Your ass is mine.

PETER
(sarcastically)
Ok, but I didn't know you cared.
(grins)

FLASH
(looks at Gwen)
Your loss sweetheart. See ya
around. You know what? You two
bookworms DESERVE each other.
(walks off in a
huff)

79.

HARRY
(sensing
"something")
Uh. Listen guys, I gotta run too.
(lies)
The old Man and I are …maybe going
to catch a game tonight. Later

PETER
Yeah, see ya around Harry.

GWEN
Bye Harry

Awkward moment of silence.

PETER
(with new found
courage)
Gwen...

GWEN
Yes Peter?

PETER
(directly)
Would you, uh… have dinner with
me?

GWEN
(slightly shocked
but pleased)
Why…Lil ole me? Dinner with the
mysterious Peter Parker?

PETER
(going for broke)
Yeah...dinner, you and me. Whattya
say?

GWEN
(pause)
I'd love to.

PETER
(on top of the
world)

(MORE)

80.

PETER (cont'd)
I'll pick you up. Well maybe not
in a Corvette...
(referring to
Flash's car)
but I'll walk ya and we can catch
a cab together

GWEN
(teasing)
Oh my, I do feel like a princess.
As long as the cab doesn't turn in
to a pumpkin, it's a date.

PETER
(blushes)
Aw Stop it. What do you say…7:00
"sharp".

GWEN
I can hardly wait Mr Parker.

The two walk off down the hall… TOGETHER...

EXT. NY CITY: DAY - FIFTH AVENUE SHOPPING DISTRICT - DAY

ABOVE

An armored van turns the corner and enters a busy midtown

Manhattan street

STREET LEVEL

Captain Stacy and his daughter Gwen are walking along a

crowded sidewalk in the upscale Fifth Avenue shopping

district.

CAPTAIN STACY
Hey, why don't we duck in here for
a cup of coffee.

GWEN
(laughs)
Ohhh you're a real shopper. We've

(MORE)

81.

GWEN (cont'd)
been at this less than 20 minutes
and already, you're in need of a
break.. Better save your strength.
I still want to see the terracotta
exhibit at The Met..

CAPTAIN STACY
(fearful look)
The… art… museum? How much can an
old man endure? .
(chuckles and
motions toward
the door)
They got the best doughnuts in
town in here.
(pause)
What? I'm a cop.
(devilish grin)

She gives him a cool look, as he opens the door for her and

ushers her in to the bakery.

CUT TO:

ABOVE: ARIEL P.O.V.

Armored van now turns on to 5th Avenue. driving past the

coffee shop. (We can see Gwen and her father sitting outside

at a patio table). Almost immediately, without warning, two

huge blasts erupt on both sides of the van, and it careens

off

course and onto a sidewalk, crashing in to a shop window

just past the café. People stop to look, at the action. In

to the clear bright sky, The GREEN GOBLIN appears on his

glider, hovering several stories above the middle of the

crowded busy street, igniting the fear and uncertainty

already gathering below.

He flies down to street level, hopping off his glider and

leaps toward the conquered Van. People are running and

scattering in mass confusion and fear, at the sight of him.

The Goblin pulls from his shoulder satchel one of his

incendiary devices, and easily dispenses with the heavy

metal entrance to the back of the van.. He methodically

tosses bags of money, into a large pile that sets near his

waiting glider.

Captain Stacy, and Gwen crouching in a corner in front of

the café with him covering her, from the danger.

82.

CAPTAIN STACY
Stay here…

GWEN
(frightened)

Where are you going?

CAPTAIN STACY
(firmer)
Get down!

Seeing a side of her dad that she's not used to seeing, yet

she knows exists and abhors, Gwen offers no resistance. The

Captain, reaches for a cell phone and quickly makes a call

for assistance. Sirens are Aleda filling the air.

Meanwhile The Goblin is airborne once again and the sounds

of exploding stun bombs echo off the city walls.

GREEN GOBLIN
(cackling)
Yes…run…RUN from me! Where is your
"hero"? Where is he to "save" you
now. Where is Spider-man!?
(laughing and more
explosions)

SPIDER-MAN (O/S)
(from ledge above)
Right here sweetheart.

ABOVE

SPIDER-MAN (cont.)
But uh, couldn't you have just
text messaged me?... Or did you
lose my number again?
(mock disgust)

83.

GREEN GOBLIN
(pleased)
Ahhhh… gooood. Our guest of honor
has arrived..…. finally Now the
fun can rrreally begin.

Before Spider-Man, can get close enough to the Goblin for an

attack, he is faced with a barrage of bombs , and uses his

amazing speed and agility to avoid them.

SPIDER-MAN
(sarcastically)
I don't know who you are Goblin,
but one thing's for sure…You're
not an ex- major league pitcher.

GREEN GOBLIN
Your pathetic wit is surpassed
only by your insolence
Web-Slinger.

He fires a sparkle ray beam, which Spider-Man dodges with

yet another acrobatic move.

SPIDER-MAN
You caught me by surprise with
your kiddy sparklers before
"Gobby", but not this time.

GREEN GOBLIN
(cackles)
Fool! The Goblin's weapons are
many!

He reaches in his bag and hurls an array of razor-bats at

Spider-Man, who manages to dodge, for the most part, but is

still nicked here and there.

GREEN GOBLIN
(cackling)
That ought to keep you busy for
the moment. Quite efficient are
they not?

Spider-Man is driven to the ground, attempting to defend

himself from the cutting razors.

84.

GREEN GOBLIN
(looking around)
Why don't we make this little game
more interesting?
(spots Gwen)

SPIDER-MAN
(to himself)
Oh God… no...

GWEN'S P.O.V.:

The Goblin swoops in...

END OF POV:

The Green Goblin dives down and snatches a young lady (NOT

Gwen) from the crowd, ascending back up as she screams.

GREEN GOBLIN
Time to learn what kind of man you
are …hero HAHAHAHHA!

SPIDER-MAN
(alarmed)
No!! Look...What is it you want?
Obviously, you're not in it for
the money.

Captain Stacy looks on nervously.

GREEN GOBLIN
(cackles)
How much clearer must I be?…I want
you. You should not have
interfered with my plans
Spider-Man. I had no quarrel with
you, but now… I am interested
settling things, once and for all.
Just you and me. . Surrender
yourself!…or else…little pretty
here takes... a "DIVE."

GIRL
(screams)
No! Help me! Pleeeease!

SPIDER-MAN
Let her go Goblin!

85.

GREEN GOBLIN
(cackling)
As you wish…
(drops girl)

Spider-Man leaps to save the falling girl, which he does,

with super-speed just before she hits the ground. As he

lands her safely, the Goblin breaks off a rooftop chimney in

an incredible feat of super strength, and hurls it at

Spider-Man. With a leap, the hero is able to dodge it, but

the debris is hurdling straight for...Gwen.

CAPTAIN STACY
NO!!!!

The Captain lunges forward to push her out of the way, and

does… himself just barely missing being crushed. His

momentum carries him in to a wall. Doing his best to shield

his daughter, he is stunned.

SPIDER-MAN
(leaping over)
You two alright?

CAPTAIN STACY
Unnngh....Yeah…I think so.
S-spider-Man… You've… got to stop
him

SPIDER-MAN
I know. Don't worry sir, I intend
to.

He looks over at Gwen, who is near shock.

The Green Goblin continues to fly around, cackling,randomly

tossing his terrible grenades.

SPIDER-MAN
Alright laughing boy… your bill
just came due.

GREEN GOBLIN
(feigning fear)
No…. no... it can't end like
this...
(mocking voice of

(MORE)

86.

GREEN GOBLIN (cont'd)

a sad child)

So easily... I 've worked too hard.
(reaches into bag
and pulls out a
small capsule)
AH HAHAHAHAHAHAHAHA!

After a flick of the thumb, it begins to smoke and he lobs

it at Spider-Man. It floats in the shape of a small ghostly

jell-like cloud that explodes in the hero's face. There is

no immediate effect but as he will soon learn it is a form

of tranquilizer, designed to dull the senses, and more

importantly his spider–sense.

Spider-Man, caught off guard, attempts to back away, but

instead catches the full force of the Goblin's "GAS GHOST".

Suddenly weakened, he leaps to the side of a building,

barely able to cling to the wall, before dropping to a

ledge. (much like a spider that has been sprayed with a can

of Raid.)

The Goblin surprises him from the side and, with his fist,

lays a fierce blow under the hero's chin.. Spider-Man tries

to fire a web-line, but one razor-bat tossed by the Goblin

makes quick work of it, and he helplessly falls to the

ground, unconscious. The crowd gasps as the still body of

the hero lies in the street. Cackling, The Goblin flies down

and leaps off his glider.

GREEN GOBLIN
Too easy
(Looks into the
crowd)
Fear not!. I am simply ridding
this city of the menace that is
Spider-Man once and for all. I
meant none of you any...harm, of
course
(cackles)
And really I must apologize for...
the mess.

Captain Stacy is holding Gwen, and looking on helplessly, as

The Goblin picks up Spider-Man, slings him over his

shoulder, and dodging gunfire, he flies away on the

Glider....

CAPTAIN STACY
Easy dear, Everything's gonna be
alright. Its OK.

87.

GWEN
(still shaken)
Yes…I'm OK Daddy. Just glad you
were here...what was that ..that
thing?

CAPTAIN STACY
I don't know sweetheart, but its
pretty clear to me that Spider-Man
was trying to stop him.

He looks at the pile of money from the van, convinced it was

not money the Goblin was after.

GWEN
How do we know they
aren't..involved somehow…working
together?

CAPTAIN STACY
I just… know. Now, c'mon , let's
go home.
(answers ringing
cell phone)
Stacy here…
(pause)
Yeah Leeds...

CUT TO:

INT. UNDISCLOSED OFFICE SPACE - DAY

The Goblin lays the limp body of Spider-Man down on table.

GREEN GOBLIN
(to himself)
The gas has not lost effect I
see...Good. You proved to be an
even easier foe than I
thought…formidable for most, but
not for the Goblin.
(laughs)
Now…I will waste no more time.
Let's see just who you are behind
that mask.

88.

He reaches down and slowly peels off Spider-Man's mask

revealing the face of Peter Parker. But the Goblin is

shocked to see that he is just a "kid". Still not totally

connected with the mind of Osborn, he does not "recognize"

him.

GREEN GOBLIN
What? The "great" Spider-Man,
nemesis of all of New York City's
criminal underworld, a mere… boy
Impossible!
(pauses)
Bah! No wonder I was able to
dispense with him so easily. No
matter… when the Crime Syndicate
sees what I have accomplished, all
of its divisions will yield to
me…the one who defeated

Spider-Man.

(laughs)

INT. SYNDICATE BUILDING - NIGHT

Hearing noise and commotion from the men outside their

office, The Arranger and Jack Macendale rush out to find The

Goblin is there. He has blasted a hole in the roof and flown

in holding the limp body of Spider-Man.

SILKWORTH
What's going on out
here? Ah, YOU. I should have
expected as much You have got to
stop blasting holes in my
property. It is growing tiresome.

89.

GREEN GOBLIN
(matter of factly)
As I told you "Potsworth" I have
defeated Spider-Man. I caught
him..
(tosses Spider-Man
on to the floor)
now see if you can hold him.
(looks around)
You should all know by now The
Goblin does not mince words. I am
offering you but this one
chance... join me…or die.

MACENDALE
(sarcastic chuckle)
Impressive freak. But that don't
give you the right to waltz in
here and start spoutin' orders.

SILKWORTH
Now, now Jack, lets not be too
hasty. He has managed to do what
no one else has…capture
Spider-Man.

(smiles slightly)

the least we can do is hear what
he has to say.

Various shouts from the group of men voicing their support

for The Goblin in light of his accomplishment.

MACENDALE
But boss!

GREEN GOBLIN
Wise choice. Now... shall "we"
pick out my new office or should I
just make more "holes".
(reaches in to bag)

SILKWORTH
You've made your point, Very well,
Mr... "Goblin".Consider it done.
This... gang is yours. You and I
will work out the details later.

MACENDALE
(in shock)

What???!!!

90.

GREEN GOBLIN
(laughs)
Yes, yes we will… discuss it
later...
(serious)
we'll be discussing your new role
in MY... organization.
(more cackling)

SILKWORTH
(chuckles)
Yours.?
(sarcastically)
INDEED.

GREEN GOBLIN
Yes... "indeed". I defeated and
captured Spider-Man, easily bested
your group. Soon all the other
gangs in NY will follow. Who will
stop me?

Macendale looks on in disgust.The Arranger stares at the

Goblin with a stoic expression...and yet... a subtle wry

smile hides barely beneath.

GANGSTER 3
He's right. you all seen what he
done...what he's capable of.
Whattya say boys?

A collective shout from the men as Macendale looks on in

astonishment and angry frustration.

CUT TO:

EXT. SYNDICATE BUILDING

We see police cars stealthily pulling up outside warehouse.

Captain Stacy gets out of car, and looks around.

CAPTAIN STACY
This is it... the address Leeds
gave us.
(motions to "move
out")

CUT TO

91.

INT. STACY HOME

Gwen is waiting for Peter to pick her up for their date. He

is obviously "late", and she is none too happy. She looks at

the clock, takes of her jacket, throws down her purse and

huffily sits down on the couch.

CUT TO:

INT. SYNDICATE BUILDING

Meanwhile two goons have chained up Spider-Man, who we see

is stirring; slowly regaining consciousness. He is bound

about the chest with arms behind his back and also shackled

at the ankles.

GANGSTER 4
Looks we got him tied up just in
time. He's startin' to wake up.

GANGSTER 1
I say we take his mask off..see
who the weasel really is.

GREEN GOBLIN
(knowingly)
You'd be surprised. All in good
time my dear fellows...
(more cackling)

For now... It is knowledge that
belongs to me, and me only…
(fearsome)
now back off.

Without hesitation, the men back away like scolded puppies.

MACENDALE
You're mad.

GREEN GOBLIN
(cackling)
You don't know the half of it.
Jack… I'm surprised at you. Over

(MORE)

92.

GREEN GOBLIN (cont'd)
your headache so quickly? Or have
you developed amnesia from that
nasty little bump on the head?
Don't worry, I'm rather of fond of
you, perhaps I will use you... as
my errand boy.

The Arranger, sensing an opportunity, quickly taps his

collar and gives a nod.

A couple of goons rush the Goblin, and more suddenly burst

through the door. The majority, however stay right where

they are, including one member in particular, wearing an

eye-patch and a stocking cap.

With a sparkle blast , the Goblin quickly rids two thugs of

their weapons. A couple of stun bombs and the rest are

quickly subdued. He floats in the air on his glider like

some ghastly demon (smoke from his bombs surrounds him,

"highlighting" him, accentuating his "presence".) holding

the last resistant with one hand, before tossing him into

the small pile of men he has made...like a dish-rag.

GREEN GOBLIN
It appears some of you are slow
learners.
(Looks at
Silkworth)
Bring the Web-Slinger here. I feel
like celebrating my inauguration
with…an unmasking.

SILKWORTH
(angry)
Fool, these aren't your men to
order around like chess pieces.
You have no idea who you're
dealing with.

GREEN GOBLIN
(taking full
control)
Someone kindly shut him up, before
I do... permanently

Two more men grab Silkworth. Macendale watches and looks

like he wants to make a move but remains frozen.

93.
Two more men grab Silkworth

GANGSTER 3
(holding Silkworth)
Sorry boss, but we're taking
orders form the Goblin now.

2 other goons are still holding Spidey

GANGSTER 4
(kicks him)
Stop struggling punk..you're
shit-out-of-luck and ya know it.

Suddenly, Spider-Man strains and manages to flex his muscles

just enough to shake the two off, breaking free from their

grasp...

GREEN GOBLIN
(cackles)
An admirable attempt… but you're
only delaying the inevitable

Suddenly, Macendale sees his opportunity to make a move. He

pulls out a pistol and fires a shot in the direction of the

Goblin.

GREEN GOBLIN
You fool!!!! You nearly hit me
trying to shoot the Web-slinger

MACENDALE
That't the idea fright face. I
wasn't aiming at Spider-Man.
Already told ya...You're not
waltzin' in here and and stealing
my job without a fight..

94.

GREEN GOBLIN
(mock surprise)
A fight you say? You want... a
fight?
(laughs)
So be it…

with both hands, he fires blinding sparkle rays at Macendale

knocking him unconscious.

GREEN GOBLIN
Don't waste my time.

Meanwhile Spider-Man sees his opportunity to lunge out of

the way and try and break free of the rest of his chains.

However he is surrounded by 5 to 6 angry thugs who all want

a piece of the handicapped wallcrawler.

GANGSTER 2
Get em! He's still restrained. We
can take him!

The gangsters unleash multiple blows on the hero, as he

continues to struggle against his bonds.

SPIDER-MAN
Is that all you guys got? Must not
have eaten your wheaties this
morning.
(still absorbing
blows)
Hey! Easy there. That one almost
hurt. Don't you guys ever take 5
for coffee or something? Thought
that was a bumbling thug union law
or somethin'...

Spider-Man continues to resist , but it can only be for so

long, he knows. His arms and legs are still restrained.

Eventually …he will tire. Just when it seems as if things

may have have turned in the crooks' favor…the main door

suddenly breaks open and a group of NY 's finest arrives.

Captain Stacy is with them. He sees Spider-Man chained and

immediately assumes he is not a part of any criminal

activity here.

95.

The crooks scatter, as the room fills with cops. SWAT

officers drop from the ceiling. The Captain makes eye

contact with one mysterious thug with an eye-patch. Quietly,

the Arranger slips in to this office, and escapes through a

panel in the wall. Spider-Man, summoning all of his

strength, takes advantage of the "free" moment to use the

slack he has gathered in his chains to break free. Having

lost sight of the Goblin, he follows the Arranger in to the

office as policemen and gangsters continue to battle all

around.

ABOVE: (IN SHADOWS)

GREEN GOBLIN
(disdain)
Police...
(looks around,
can't find Spidey)
Spider-Man ... No!

INT. ARRANGER'S OFFICE

SPIDER-MAN
Strange, know I saw him come in
here...Hey! A phone...Just what I
need. Aunt May is probably worried
sick.

He drops down and calls his Aunt, right in the midst of the

melee outside the office.

SPIDER-MAN (cont.)
Aunt May...yeah, I'll be home
soon. Ran in to a little ..um...
difficulty on my "project"...
(looks out)
But its starting to come together
now... I'll be home soon, Bye.
(pause, to pull
his mask back
down)
Oh my Gosh...
(startled)
I almost forgot!... Gwen!!!

Remembering their scheduled "date", he dials frantically.

Suddenly, The Goblin enters the office... Spider-Man drops

the phone before he is able to finish the call.

96.

GREEN GOBLIN
There you are! This is all your
fault. I know it. Somehow… you...
you planned this.

He fires a sparkle ray at Spider-Man, which he quickly

dodges and bounces up to the ceiling.

The Goblin retreats as Spider-Man chases him out of the

room. Below the cops are beginning to subdue the gangsters.

GREEN GOBLIN
(cackles)
You've been granted a reprieve
Spider-Man, but...here's something
for you to ponder... I know a
little secret.
(laughs)

SPIDER-MAN
Don't suppose its ancient Chinese
secret, like how to get out those
really tough grease stains?

he fires web and misses.

GREEN GOBLIN
(cackling)
Think about it BOY.

He blasts a hole through the ceiling and flies off, laughing

madly.

Spider-Man looks up, preparing to fire a web-line,

temporarily frozen by the cryptic comment.

OFFICER
ey! Spider-Man. Stop! You got
some explaining to do.
(as Spidey is
leaving)
I said stop!
(fires pistol)

CAPTAIN STACY
Hold your fire!!!!

He knocks young officer's arm down with his own.

97.

Spider-Man springs upward and out, only to see no trace of

the Goblin.

Captain Stacy looks on… as the mysterious man with the

eye-patch walks up. The entire gang, including Macendale, is

completely subdued.

INT. DAILY BUGLE (JAMESON'S OFFICE) - DAY

JAMESON
The Green Goblin! And The Bugle
has no exclusive photos.
(slams copy of The
Globe down.)

Peter hands Jameson a stack of photos from the armored car

robbery.

JAMESON (cont.)
Seen these already Parker, in the
evening edition of The Globe! You
keep slacking off like this and
I'm going to change my mind about
letting you hang around here.

PETER
Sorry Mr Jameson. At least no one
else got these angles though,
hunh?

JAMESON
They'll have to do, for now. Good
work on the copy though Leeds.

LEEDS
Thank you sir. Couldn't have done
it without Gargan's help, and of
course...
(holds up eye
patch)
my good buddy.
(winks)

Peter cast a wary glance at Ned. His look indicates he is

suspicious of Leeds' involvement in the Syndicate.... or

worse, The Goblin.

98.

JAMESON
Again, no pictures of Spider-Man
trying to wrestle control of the
gang.

Leeds cell phone rings.

LEEDS
(answering)
Leeds...

CUT TO:

INT. POLICE DEPARTMENT

Jack Macendale is sitting, handcuffed to desk.

MACENDALE
You better get down here

INT. BUGLE

LEEDS
(embarrassed)
Er...not a good time.

MACENDALE (V/O)
Excuse me, for not picking a more
convenient time.

LEEDS
(lowers voice)
We'll handle this later

MACENDALE (V/O)
Later? Sorry, I haven't got later.
We'll settle this now. Have you
forgotten about our deal?

LEEDS
(reluctantly)
Alright.
(hangs up)

well, uh, gotta run
fellas...story.

.

99.

JAMESON
Leeds get back here! What about
Spider-Man's involvement? How--?

LEEDS
(in a hurry)
Sorry Jonah, its urgent. I'll, uh
get back to you.

Peter looks at Ned suspiciously, as he quickly leaves.

JAMESON
(to Peter)
Don't just stand there gawking.
Get out there and bring me some
photographs that I can use!

PETER
Yessir.
(begins to leave)

JAMESON
Parker!

PETER
(like a dog yanked
on a chain)
Yes, Mr Jameson?

JAMESON
The Midtown Executive Club is
awarding Norman Osborn the
Businessman of the Year award.
You'll be there for publicity
photos. Surely you can't screw
that up.
(pauses as Peter
stands waiting)
Now get lost!

PETER
(grabbing door)
Open or shut?

(sheepish grin)

100.

EXT. THE STACY HOME - DAY

Peter Parker is outside the house , walking up, trying to

get the nerve to go up and knock on the door; get up the

nerve to…to talk to Gwen. He walks up slowly and knocks.

Peter is not just surprised, he is SHOCKED at who answers

the door. He sees it is the Police Captain who interrogated

him; Captain STACY.

CAPTAIN STACY
Wellll... if its not... Peter
Parker right?

PETER
(still shocked)
Uhhhh...yessir.

CAPTAIN STACY
(motioning him in)
Come on in son.

INT. STACY HOME

CAPTAIN STACY
Have a seat.
(picks up pipe)
What can I do for you. I expect
you're here to tell me more about
Spider-Man?

PETER
(awkward)
Actually, um no sir. I...uh…

CAPTAIN STACY
(light bulb comes
on)
Ohhhh. You're here to see Gwen.

PETER
(sheepishly)
Y-yessir.

101.

CAPTAIN STACY
Wellll,
(chuckles)
She told me about this nice young
fella she'd met, but ..
(chuckles again.)
what a coincidence. Anyway, Gwen's
not here. She went off with one of
her girlfriends. I don't really
know when she'll be back., but it
shouldn't be too long. Would you
like a soda or something?

PETER
Errr, no thanks, I uh.. I mean I
probably ought to be going sir…My
Aunt and all. Will you tell her I
came by?

CAPTAIN STACY
Be happy too … but uh, don't rush
off. I'm intrigued by these
photographs you take. You know,
unlike most, I don't seem to think
Spider-Man is such a bad guy.

PETER
Yeah, well, I don't really know
much about him, but, uh, from all
I've seen, he's on the right
side……just a bit misunderstood,
maybe.

CAPTAIN STACY
Jonah Jameson is a friend of mine,
but I , well... I don't always
believe everything I read in the
Bugle.
(light chuckle)

Peter manages a laugh, but still is clearly VERY nervous at

the Captain's questions about Spider-Man, not to mention the

fact he's alone with the father of the girl he cares about,

who most likely is angry with him, to say the least.

Perhaps sensing the young man's unease, Captain Stacy

reaches out, demonstrating he knows more about Peter than we

realize.

102.

CAPTAIN STACY
Things haven't been easy for ya,
have they son?… I mean since
you're Uncle passed away.

PETER
(surprised)
H-how 'd you know about that ?

CAPTAIN STACY
(chuckles,)
I'm a policeman. Its my business
to know things like that Yeah, I
knew Ben,…not well, but enough to
know he was one of the nicest
fellows you could ever hope to
meet . When I heard the news that
night; I- I...well...
(pauses, takes
pipe out)
Listen... Peter. You seem like a
good lad. I want you to know, if
there is ever anything you need,
or you just want to talk to an
impartial listener. I'n here. You
look me up...ya hear?.

PETER
Thank you sir. I will.

CAPTAIN STACY
Oh, and Peter... One more thing.

PETER
Yessir?

CAPTAIN STACY
(stone-faced)
You hurt my little girl and I'll
break your legs.
(long pause)

The Captain's face breaks out in to a big shit eating grin.

and he chuckles.

103.

PETER
(nervous laugh)
Right. I'll be sure and remember
that.

At this moment Gwen suddenly walks in. Peter's {already}

nervous expression grows to one of almost sheer terror.

GWEN
(surprised)
Peter?! What... what are you doing
here now?
(cold)
Aren't you just a bit... late?

PETER
Uh, Gwen um, listen I can explain.

GWEN
NO NEED. I have nothing to say to
you Peter Parker.

PETER
Gwen, please…

Gwen looks at her father who offers a "you should just hear

him out look". Gwen grabs Peter by the arm and drags him

outside to the front porch.

EXT. FRONT PORCH

PETER
OK, I know you're mad, but listen,
Gwen, I'm really sorr—

GWEN
I know… you're sorry right? Sorry
you completely stood me up,
without a call, without a
message…nothing.

Peter thinks to himself "but I tried to call", all the while

104.

trying to figure out how to explain to her that he couldn't

complete it, because he was in the middle of an underworld

skirmish and a battle with this super-villain called The

Green Goblin who interrupted him.

GWEN (cont.)
And to think I was worried…that
something may had happened to you,
that you'd been in an accident or
been hurt somehow. Then you have
the nerve to come marching in here
the next day like nothing happened
and expect me to do the same?

PETER
I was working. Mr Jameson's got me
on this really tough assignment. I
got stuck I'm so sorry. I tried to
reach you but couldn't. By the
time I was freed up, well, it was
to late. Next time…..

GWEN
(short)
What makes you think they'll be a
next time? You've already proven
your total lack of disrespect for
others, Peter. I always agreed
with Harry, when he stood up for
you; believed that you weren't
really stuck-up and selfish.
(tearing up)
Guess I was wrong...

PETER
No... no, you weren't. If you'd
just listen to me.

GWEN
Go home Peter.

105.

She goes back inside and shuts the door. Peter turns and

walks away slowly, with one more sorrowful look back at the

door that has been "closed".

He cannot see that she is watching him sorrowfully as well

from the window, hidden by a curtain...

EXT. NY CITY - DAY

We see a newsstand as a few citizens walk by. Then a web

line suddenly shoots down in to the picture and snags a

newspaper. The clerk looks around.

ABOVE:

Spider-Man is clinging to a wall several stories up. He is

sipping some coffee with his mask turned up ¼ of the way.

SPIDER-MAN
(to himself)
No sign of the Goblin.
(perplexed)
What did he mean by a...
"secret"? And what is Leed's
connection to all of this?
(sigh)
I should be worried if Gwen will
ever speak to me again.

We see the headline of the Daily Bugle..."The Green

Goblin…Hero
? Or just another Menace". and a photo of The

Goblin over 5th Avenue. Spider-Man nearly spews his coffee

as he reads the article.

SPIDER-MAN
(reading)
Notorious gangsters corralled and
captured by the mysterious Green
Goblin... ??? Give me a break.
Sheesh.

BELOW

Another web line descends carrying 3 quarters that land on

the counter. The befuddled clerk looks up...

ABOVE

106.

Spider-Man is gone.

CUT TO:

INT. GOBLIN'S LAIR - DAY

Looks to be a different location than the one where he

unmasked Spider-Man. It is a shady room. We see electronic

and lab equipment, and gadgetry (including what may be part

of a glider) lying all around, and a figure hidden by

shadows. He is holding the same newspaper and throws in in

disgust.

GREEN GOBLIN
(muttered growl)
The entire gang!!! My plan worked
too well. I'm no better than I
started!
(throws paper in
disgust)
And that pathetic pudge-ball
Potsworth escaped. When I find out
who tipped off the police, the
last thing they see will be the
face of the Goblin.

face comes out of the shadows it is the "Goblin" not Osborn.

GREEN GOBLIN (cont.)
I swear! it! Best to lay low for a
while. Yes...
(cackles)
but first...other matters. The
thorn in my side... Spider-Man. If
I am to succeed, he must be...
eliminated. I have already seen
his face...
(laughs)
just a boy. All I have to do is
find a way to dull his cursed
Spider-Senses again and, I can
follow him to his little
home...introduce myself to mommy
and daddy.

GREEN GOBLIN (C/U)
And then…
AHAHAHAHAHAHAHAHAHAHAHA!!!!!!!!

107.

DISSOLVE:

EXT. FOREST HILLS (PARKER HOME) - DAY

Peter enters his house as we see two women walk out of frame.

INT.

Aunt May is "busying" herself" i.e. fluffing pillows and

dusting.

PETER
Hi Aunt May.
(pauses)
Wait, be still.
(another pause)
Aren't you just the most gorgeous
woman in Queens.
(big grin)

AUNT MAY
(giggles)
Oh hello dear.

PETER
So nice to see you well. I'm glad
you took Dr Bromwell's advice to
try and take it easy. What's that
smell?

AUNT MAY
I made cookies. They're cooling.

PETER
(heads to kitchen)
mmmmmm

AUNT MAY (O/S)

Oh, but not now, you'll spoil your
dinner.

Peter comes out eating a cookie, wincing just a bit as it is

still hot.

AUNT MAY
You just missed them Peter

108.

PETER
Missed... who?

AUNT MAY
Anna, and her niece. Remember I've
told you about her. Oh, and she
was so looking forward to meeting
you.

PETER
Me? Why? And yes, you've mentioned
her several times.

AUNT MAY
Anna and I simply can't wait for
the two of you to meet. "Little"
Mary is entering college. Oh she's
a free spirit, that one, and
pretty as a picture. But Anna
insists on her getting her
schooling.

PETER
(not interested)
Thats nice Aunt May

AUNT MAY
Anna was hoping you could show her
around campus.

PETER
er...OK. You mean she's going to
be attending ESU?

AUNT MAY
That's right dear. She's using
some community college credits to
transfer full time. Anna is
thrilled. And besides, what could
a little "feminine company" hurt?

DOORBELL rings.

PETER
(eager to change
the subject)
I'll get it Aunt May.

109.

He opens to the door to see Gwen standing there

PETER
(surprised)
Gwen-dy...

GWEN
(pause)
Hello Peter.
(smiles)

INT. OSBORN MANSION (NORMAN'S STUDY) - DAY

Harry walks in.

HARRY
Dad?

OSBORN
(short)
What is it Harry... I'm busy.

HARRY
Nothing…I just…wanted to
congratulate you on the award and
to…

OSBORN
Its well deserved. You know how
hard I've worked….how much I've
sacrificed...

He looks up with an angry expression; beads of sweat on his

forehead.

HARRY
I know, I know. Take it easy Dad.

OSBORN
Easy…EASY? That's you kids'
problem today. Its EVERYONE'S
problem. Everything's too easy.
You haven't had to work for
anything.

110.

HARRY
Y-you're right. I-I'm sorry.

OSBORN
My father squandered everything
his father accomplished. Forty
years of hard work wasted away in
a fraction of the time. It took me
years of late hours and weekend
business meetings to get back what
you see here…what you take for
granted.

HARRY
I-...

OSBORN
You're just like him, you
know…lazy... weak.
(pounds fist on
table)
I'll be damned if I let you do
what my father did to the family
name. You have alot to prove to me
boy. Now get out! The sight of you
makes me sick.

Harry, completely taken surprise by his father's sudden mood

change and with a slight tear in his eye, slowly leaves the

room. Norman wipes his brow with a handkerchief.

His hands are trembling. He looks at the closet, and runs

his fingers through his hair. Norman throws his head back as

if in unbearable pain, and clenches his fists….

INT. CLUB QUARTERS HOTEL (BANQUET ROOM) - NIGHT

It is an evening gown/coat and tie affair at the Midtown

Executive Club's annual Businessman of the Year Dinner.

Everyone is there including Jameson, Captain Stacy, and of

course Norman, along with many of the city's more prominent

business men, philanthropists and socialites. Harry has

brought a date.

Peter and Gwen enter together. She looks absolutely stunning

in a white evening gown, wearing her hair up. Peter appears

to be "walking on air", just to be beside her. Captain Stacy

111.

looks on proudly as he see his daughter enter. Even Norman

can't resist casting a glance.

The Captain walks up to the couple and takes Gwen by the

hand.

CAPTAIN STACY
Sweetheart..you look beautiful

GWEN
(light giggle)

Thank you Daddy, but I would
expect you to say that.

PETER
Doesn't she sir? I feel like the
luckiest guy in the world.

CAPTAIN STACY
(chuckling)
You are... How are you Peter?

PETER
(shakes his hand.)
I'm fine sir.

Meanwhile Harry is dragging his date, JESSICA through the

crowd in an attempt to introduce her to his father.

We see the Captain from behind with Peter and Gwen when a

hand taps him on the shoulder. It is Norman Osborn.

OSBORN
George, my good fellow...
(knowingly)
who, pray tell, is this lovely
creature, certainly not the shy
little bookworm with glasses that
I remember.
(smiles)

CAPTAIN STACY
Gwen, you remember Mr Osborn

GWEN
Yes, of course. Congratulations on
the honor Mr Osborn.

112.

OSBORN
Ah, it was nothing. The club has
to give this thing to somebody.

(pauses)

Well... what have we here. Peter
Parker. Escorting Miss Stacy?
You're just full of surprises
aren't you.
(extends hand)

Peter shakes his hand taking note Osborn has never been

exactly "friendly" with him.

HARRY
(interrupting)
Dad…been trying to get a hold of
you all evening. I'd like you to
meet Jessica.

OSBORN
(still"eyeing"
Gwen)
Pleased to meet you young lady.
(returning his
attention to
Peter and Gwen)
So... tell me Parker, how did you
win the rights to such a lovely
escort for the evening?

GWEN
(speaking up)
I'm not a prize Mr Osborn. And
Peter's here to take pictures for
the Bugle. I'm just accompanying
him.

OSBORN
(smile fades)
Photography hunh?

Peter nods.

113.

OSBORN
(smile returns)
Well, just be sure and get my good
side.

J Jonah Jameson walks up.

JAMESON
(boastfully)
That's right Osborn.Parker here is
my #1 action photographer. Only
one I count on to bring me
newsworthy photos of that
menace...Spider-Man
(pats Peter on the
back)
Isn't that right m'boy?

Peter looks at Jameson with an awkward smile.

Osborn's smile completely disappears.

OSBORN
(stammering)
S-sp-p-ider-Man?

JAMESON
Yessiree, course his could
use a little work..a bit rough
around the edges. But no one seems
to come up with the pictures
Parker does.

Peter smiles sheepishly. He knows Jameson is just using the

opportunity to make his own self look good.

Norman is suddenly quiet.

CAPTAIN STACY
You alright Norman? You look kind
of pale all of a sudden.

Norman casts a glance at Peter and we see the most subtle

sign of...recognition.

114.

OSBORN
(distantly)
Yes...yes, I'm fine.
(abruptly)
Now...if you will excuse me...
(gestures to
podium)
I believe that I am needed
elsewhere...

GWEN
(as Norman walks
off)
Wonder what got in to him all of a
sudden

JAMESON
Oh, he's probably just nervous
about his speech.
(pause)
Parker! This isn't a "garden
party" for you. Get to work. I
think they're about to begin. And
you had better not miss anything.

PETER
(back to earth)
Yessir.

CUT TO:

INT. THE HOTEL-EXECUTIVE WASHROOM - NIGHT

Norman has left the room and is rinsing his perspiring face.

He looks up in to the mirror and rinses once more. Then we

see a familiar grin run across his face.

HOTEL CORRIDOR

Norman runs out in to the hall. Leaning back against the

wall, he doubles over from pain in his stomach.

OSBORN
No!...not NOW...

115.

He grabs head with both hands, awaiting the inevitable

transformation..

CUT TO:

INT. BANQUET ROOM - NIGHT

PETER
I better go take my place. Looks
like things are about to start.

GWEN
OK, handsome.
(looking at her
father)
Guess I'll just have to sit with
the next best thing in the room.

Harry looks around for his father.

CUT TO:

INT. FOREST HILLS (PARKER HOME) - NIGHT

May appears to be feeling a little dizzy/weak. She sits

down. The phone rings

AUNT MAY
(answering)
Hello? Oh, hi Anna.

She pauses to listen..

AUNT MAY
Nothing...just resting a moment. I
was feeling a little weak.
(pauses to listen)
No, he's not here. He had to work,
covering some sort of business
function for the paper.
(pause)
No really... I'm fine.
(pause)
That sounds nice. But I should
wait for Peter...
(pause)
Well, I suppose.

She walks over and reaches into desk drawer.

116.

CUT TO:

INT. HOTEL BANQUET ROOM - NIGHT

The guests are all seated. Gwen sits with her dad. Peter is

standing off to the side with his camera in hand.

Club President WILLIAM FRANKLIN is finishing his

introduction.

FRANKLIN
(in mid-speech)
...as Chairman and CEO of Osborn
Industries, not only has he
overseen growth and prosperity
like few companies in our area.
But in addition to government
contracts and success in the
fiscal realm, he has also been
instrumental in the betterment of
our community. Just this past year
he spear-headed a movement that
provided the donation of a new
youth basketball court facility in
Midtown Park... Corporate
visionary, community activist, and
family man...Ladies and gentlemen
I give you…the Midtown Executive
Club's Businessman of the year…
Norman Osborn!

APPLAUSE

We see Harry, and then Peter readying his camera, but no

Norman...

FRANKLIN
(applauding,
pauses)
Norman, come on up here now. Don't
be shy.

WHISPERS from the audience

FRANKLIN
(chuckles)
Norman?
(whispers to side)
Where is he?

117.

We see Peter get that familiar "look"...

SFX: SPIDER-SENSE

Peter lowers his camera.

Sudden MASSIVE EXPLOSION in the window sends glass and

debris flying everywhere.. The crowd screams in terror.

Peter looks through thrown up hands.

The Goblin appears, flames and smoke surrounding him...

The crowd scatters in panic. Peter uses the moment of

confusion to run off.

GREEN GOBLIN
(laughing)
He's here! Where is Spider-Man?!
(looks around room)

FRANKLIN
(rising slowly up
behind podium)
S-Spider-Man? This is a private
function . He isn't here.

GREEN GOBLIN
Oh..but he IS.
(continues to look
around)
I assure you.

SPIDER-MAN
(appearing
suddenly)
What's the matter Goblin? Upset
you weren't invited or something?

GREEN GOBLIN
The only invitation I'm concerned
with is … the one to your FUNERAL!

He hurls pumpkin bomb, and Spider-man dodges the attack.

118.

GWEN
(looking around
frantically)
PETER!!!!

JESSICA
He seems to uh, have disappeared.

HARRY
(under breath)
Yeah.
(looking around)

Spider-Man continues to dodge the Goblin's assault.

JAMESON
(looking around)
Where's Parker?
(ducks)
He better be getting some good
photos of this.

Suddenly The Goblin fixes his sights on Gwen.

GREEN GOBLIN
Well hello missy. Have YOU seen

Spider-Man?
(laughs)

CAPTAIN STACY
(stepping in front)
You stay away from her!

GREEN GOBLIN
I didn't ask you, OLD MAN.

With one swipe, he knocks Stacy backward, hard into the wall

unconscious

GWEN
Daddy!!!!!

SPIDER-MAN
Hey! Loud green and ugly. I'm the
one you want
(looks at Captain
(MORE)

119.

SPIDER-MAN (cont'd)
Stacy lying in
floor.)
Leave the bystanders out of it.
This is between you and me.

GREEN GOBLIN
Right.

The Goblin fires several sparkle rays as Spider-Man dodges

each one. He grabs a chandelier and manages to kick the

villain in the face, knocking him off his glider. The

Captain continues lying motionless in the corner. Gwen,

frozen with fear, is desperate to attend to him but is

unable to get there... Spider-Man approaches the Goblin from

behind who appears stunned and is on his knees. But suddenly

he whirls around and tosses some sort of boomerang that hits

the hero in the head, knocking him off balance..

Taking quick advantage and cackling wildly, The Goblin

re-assumes his glider and flies back out the window/hole he

came in. Spider–Man leaps to the window to find the Goblin

outside just hovering there, as if waiting for him, and is

caught off guard.

OUTSIDE HOTEL (IN THE AIR)

GREEN GOBLIN
Didn't expect to see me soon eh?
He tosses a pumpkin bomb at point-blank range that erupts in
a powdery cloud in the web-slinger's face.

SPIDER-MAN
(chuckles)
What's wrong Gobby, you outta toys
or was that just a dud? Its only
powder...

GREEN GOBLIN
(laughs)
You'll see.
(throws a barrage
of razors)

120.

Spider-Man dodges and leaps to another building landing

gracefully as usual, before suddenly sliding downward.

SPIDER-MAN
(surprised)
Hunh?
(drops)

GREEN GOBLIN
Whats the matter Spider-Man?
Losing your grip…on reality?

HAHAHAHAHAHAHAHA!

Spider-Man drops several stories and lands in a dumpster

below. He comes out with trashy debris hanging from him.

SPIDER-MAN
(to himself)
He's...done something to me...I
can't...stick.!

GREEN GOBLIN
(cackling from
above)
Once again, I am your greater. You
look so helpless down there
Spider-Man! Or should I
say...PETER PARKER!
(laughs)

SPIDER-MAN
(groggy)
Laugh Goblin, while you still can,

GREEN GOBLIN
Oh, but the fun is just beginning
Parker. The night is still young.
I have so many places to go;
people to visit. And… I think…
I'll start with your dear sweet
aunt!

(laughs)

121.

SPIDER-MAN
(angry)
Noooooooo! Leave her out of
this…you manicac

GREEN GOBLIN
(mockingly)
Awww, You're right…Perhaps I
should just wait and pay a visit
to your little girlfriend,
instead.

SPIDER-MAN
You lay a hand on... either…or so
much as look at them the wrong way
Goblin, I swear, I'll kill you!!!

GREEN GOBLIN
(serious)
I'd like to see you try... BOY.

He tosses another sense-deadening "gas ghost" at him.

GREEN GOBLIN (cont.)
Take care!
(flies off
laughing)

SPIDER-MAN
(coughing)
Great… more of that goofy
tranquilizing gas. Least I know
what he meant by that "secret".
(cough)
Must...get... to... Aunt May...

He stumbles awkwardly out of dumpster and groggily watches

the Goblin disappear in to the night.

CUT TO:

INT. BANQUET ROOM

Captain Stacy appears seriously injured and is being

attended too.

122.

JAMESON
(wrapping his
jacket around her)
Its ok, my dear the ambulance is
on its way.

OFFICER
No sign of Osborn anywhere.

CLUB MEMBER
(frightened)
M-maybe... that... that thing got
him.

FRANKLIN
But what would that, ... criminal
want with Norman?

OFFICER 2
Don't know, My main concern right
now is getting the Captain to a
hospital… and fast. Hang on George
ole buddy. We're going to get you
fixed up.

Jameson has his arm around Gwen as she quietly sobs, looking

at the still body of her father. Harry gazes out the damaged

window into the night as we hear the sound of an ambulance

siren

EXT. FOREST HILLS, PARKER HOME - NIGHT

Spider-Man, now dressed as Peter Parker drops stealthily out

of a tree in the front yard of his house. Most of the lights

are off and things appear quiet.

We see the back of Peter's head as he enters the

door…followed by the now familiar whirring of a twin-jet

turbine engine and twisted bone chilling laughter.

PETER
(turning around)
You!! Not here. Not now!

123.

GREEN GOBLIN
You didn't think I'd find you boy?
Well you led me right "home" you
fool.
(cackles)
May I…uh… come in?
(laughter)

PETER
I don't know how you tracked me
here laughing boy, but this
stops...now!

GREEN GOBLIN
Oh, but I AGREE Parker…I agree.

Peter instinctively reaches out 2 hands and attempts to fire

his webbing, when he realizes he's taken his web-shooters

off. He has to take quick evasive action to avoid the

Goblins sparkle blasts by cartwheeling across the yard.

Meanwhile smoke from the glider has created a sort of screen

in the yard, making it difficult to see.

PETER
Cant…see. And... gas…must have
done something to my…

The Goblin swoops in for a hellacious punch, sending Peter

flying in to the side of the house.

GREEN GOBLIN
(laughing)
Not quite as quick are we?

At this point, knowing that she probably hears, and

desperate just to qet to her, Peter attempts to crawl in to

the house and save his Aunt. Inexplicably, the Goblin

withdraws, fading into the smoky haze. Peter runs

desperately into the house and up in to the room. Aunt May

is gone. Through a window he manages to glimpse a view of

the Goblin flying off laughing.

PETER
(opening the
window and
yelling)

(MORE)

124.

PETER (cont'd)
What have you done with her! WHAT
HAVE YOU DONE WITH HER GOBLIN!

GREEN GOBLIN
You pathetic idiot, I don't have
your Aunt.
(cackle, pause)
Or do I?
(more laughter)
But now, I believe, its time to
visit your other "loved one"...
(flies out of
sight)

Peter, in a complete and total panic over his missing Aunt

does a quick search upstairs, then runs back downstairs

where he finds a note...

THE NOTE: "Dear Peter: Went to Anna's for the night. Food in

the fridge
. Will be home tomorrow. Love Aunt May."

Breathing a huge sigh of relief, Peter then realizes what

the Goblin just said.

PETER
(relieved)
Thank. God.
(gasp)
Oh no... Gwen!

He "slaps" on his web-shooters and runs out of the house,

trying to put his gloves back on. Suddenly from out of the

darkness, a huge metal cable lashes out and wraps itself

around him.

GREEN GOBLIN
Gotchya!
(pulling cable
tight)
Ha! So predictable. Now... shall
we go visit the tart, or should I
finish you off and let you spend
eternity thinking about how I
tortured her afterwards.
(laughing)
Decisions, decisions.

125.

The Goblin secures the cable in his hand, flies off laughing

with Peter Parker in tow; helpless and exposed....

INT. COUNTY GENERAL HOSPITAL (HALLWAY) - NIGHT

HARRY
I don't get it. I mean, where
could he be? Its like he just
disappeared, ducked out at the
sign of danger…

JESSICA
Didn't you say he takes those
pictures of Spider-Man ? Doesn't
sound like a chicken or anything
to me. And Its awful nice of you
to be here for Gwen, especially
when...your father...

HARRY
I guess... you're right. And I'm
not worried. Dad has this funny
way of disappearing and then
showing up again. Coming and going
as it suits him.. He's like a bad
penny...
(somewhat doubtful)
he'll turn up.

CUT TO:

EXT. OVER THE EAST RIVER - NIGHT

The Goblin soars across the night sky leaving Queens for

Manhattan, looks back at his helpless prey and laughs madly,

flying off leaving a trail of smoke.

CUT TO:

INT. COUNTY HOSPITAL (CAPTAIN STACY'S ROOM) - NIGHT

George Stacy lies asleep, with an IV, and a bandage on his

head. Gwen sits at his side.

126.

GWEN
Oh Daddy.
(takes his hand)
Please be alright.
(crying slightly)
You're all I've got left in the
whole world. I can barely even
remember mom now. I don't know
what I'd do without you. It's the
only reason... I was so angry
about...you...
(sniff)
continuing with the force…and
hiding it from me. I was
selfish...only thinking about
myself, because I...I didn't want
anything to happen to you. I
didn't want... to be alone.

The room is quiet as we see closeup of the the Captain's

face, still...expressionless.

GWEN (cont.)
When you wake up. We'll talk.
(pause)
I just want you to be happy daddy.
The irony is...this didn't even
happen on the job...and neither
did the robbery on 5th avenue. I
guess the point is...I can't
control fate. There are maniacs
running around everywhere, like
this goblin...like Spider-Man. So,
I want you to know.I 'll support
your wishes in what ever it is you
want to do. Have... to …learn to
let go.
(wipes tears)
Just promise me...please, please
don't leave me. Don't leave me
Daddy.

She rests her head on his chest and sobs.

INT. THE GOBLIN'S HIDEOUT - NIGHT

Camera pulls out to reveal Peter Parker regaining

consciousness. Wearing torn street clothes over his costume,

he is restrained in a reclined position in what can only be

described as a cross between a slab and a dentists or

127.

optometrist's chair. At any rate it has him fully

incapacitated.

(We see much more detail of the room this time. It is an

Osborn Industries warehouse, [most likely in Lower East side

but could be Brooklyn for all Spider-Man knows]. However it

has been "renovated to be much more than just a "warehouse".

One entire wall is an electronic panel, that looks to

contain a mainframe along with video monitors and equipment

as well as all kinds of lights and switches. Looking closer

we can see a makeshift lab complete with vials of chemicals,

along with larger chemical containers and barrels on the

floor. In another section in the background is what looks to

be a "machine shop").

The Goblin's back is to Peter, as he appears to be tinkering

with some equipment on a large table. Seeming calm and

"contained" for the first time, he turns around to see Peter

reviving.

GREEN GOBLIN
Ah, the little spider is awake.
Welcome back to the land of the
"living" Parker.
(holding metal
wrist bands)
Most impressive, these "web
devices" of yours. Crude, but
definitely brilliant considering
your limited resources.

PETER
(sarcastically)
That means alot coming from you.
(struggling)
TOY-man.

GREEN GOBLIN
(light cackle)
You do not like my "toys". I am
offended. I worked so hard to make
them enjoyable for you.

PETER
Spare me the babble Goblin. What
are you going to do ? Why don't
you just let me go and we'll
settle this man to freak... or
else just go ahead and finish me

(MORE)

128.

PETER (cont'd)
off.

GREEN GOBLIN
Patience son. In time, in time.
You're a fascinating creature
Spider-Man. I intend to take every
opportunity to study your...
abilities your speed, your
agility. All could be beneficial
to me. When I have learned all I
require...

PETER
You'll understand if I don't
cooperate.

GREEN GOBLIN
Its not like you have much say so
is it now... strapped down to that
chair. I already have a sample of
your blood Parker, and anxiously
await the results. Perhaps in it
there may be a...

PETER
A what... what happened to you. I
mean... What are you?

GREEN GOBLIN
Remember I told you I had died
Parker? I am now...neither dead
nor alive.

(adjusts control
panel)

My only goal is to serve my
master... to protect and insure
his betterment.

PETER
That's some imagination ya got
there Gobby, I'll give you that.
Why don't you stop with the "ghost
stories" and tell me the truth.

129.

GREEN GOBLIN
The truth? Be careful what you ask
for Parker.

He tosses web-shooter on table and walks over to Peter.

PETER
(buying time)
Go ahead big boy. I'm not going
anywhere for awhile

GREEN GOBLIN
No, I suppose not
(pause)
Over the last 2 years there has
been an increasingly powerful
organization of crime gangs in the
city, spearheaded by one man,
known only as …The Kingpin. Using
fear and intimidation, he slowly
gained control of the gangs one by
one.... and has managed to unite
their efforts quite efficiently.

PETER
And he's this "master" you refer
to?

GREEN GOBLIN
(cackles)
Hardly. The Syndicate controls
everything from routine gambling
operations and prostitution to all
shipments of Crack/Cocaine in and
out of New York Harbor, as well as
all the airports. And even
worse... prescription drug rings
that are manipulating and
controlling our youth.... insuring
the ready, unlimited availability
of substances like Oxycontin,
Vicodin etc... But I digress...
(pause)
I was working on a… project along
with my partner on a top secret
government project. High
pressure…short deadline. I handled
the business end and my partner
the technical aspects. In a stupid

(MORE)

130.

GREEN GOBLIN (cont'd)
act of desperation he made a deal
with this... Kingpin, to aid him
in gaining access to rare, and
highly dangerous toxins, by
smuggling them in to the country
as means to speed his research. I
objected. He insisted, saying it
was the only way we would meet the
deadline. Reluctantly I conceded,
or rather "looked the other way".
But the Kingpin was interested in
access to our company... to my
Employers records... his secrets.
He wanted the company for himself,
as I suspected... and as I warned
my foolish partner.

PETER
Who are you? Who do you work for?

GREEN GOBLIN
(Ignoring the
question, lost in
his "story")
So I took matters in to my own
hands. Informing my employer of my
partner's betrayal, he was
disposed of, and I proceeded with
his research. But in his haste, he
was careless, and overlooked
certain details that would prove
to be vital, as I would learn
later at my own expense...due to
his stupidity, the initial
test-run went terribly wrong, and
I was left.. like this.
(looks at hands)
like… some sort of monster.

It appears that Norman has indeed TRANSFORMED.

PETER
So you went after the Syndicate
for revenge?

GREEN GOBLIN
Yes and no. All is not as it would
seem young man. You assume much. I
did seek revenge on the Kingpin
and his organization, it is true.
And under the guise of one who
desired to take it over, I
attempted to get it. But as a

(MORE)

131.

GREEN GOBLIN (cont'd)
former respected member of the
community and everyday "normal",
honest citizen I had loathed the
Syndicate and what they stood for.
I wished to bring it down…from the
top.

PETER
Really, now why don't I believe
you?

GREEN GOBLIN
Why don't you ask your reporter
friend?

PETER
Leeds! What's he got to do with
this?

GREEN GOBLIN
After years of following them,
studying them he became obsessed.
He hated them as much as I…maybe
more. Came sniffing around too
close one time. Thought I was
going to have to ELIMINATE him.

PETER
and Macendale?

GREEN GOBLIN
Pitiful excuse for a mob "hitman",
former "GI Joe" gone bad. He and
Leeds go way back. Macendale even
worked for me at one time... how I
got some "insights" into the
Syndicate. But he was weak... a
piece of human garbage. I detest
weakness Parker. Its one thing I
will not tolerate. And it's the
one thing…the only thing I admire
in you Spider-Man. You are
not...weak.

PETER
Which brings me to my next
question. Why me. Why make this

(MORE)

132.

PETER (cont'd)
personal?

GREEN GOBLIN
Because...
(clenches fist as
some anger comes
back into his
voice)
You interfered, threatened to ruin
my whole carefully plotted plan,
the one I spent countless hours
developing.

PETER
And how did you— ????

GREEN GOBLIN
(insulted)
Learn who you are? Please, Parker,
don't be stupid. I defeated
you…easily. You don't think I took
a peek under the mask?

PETER
So you followed me to Osborn's
award dinner. Why? Why not on the
street, out in the open.

GREEN GOBLIN
(cackling)
Because, Peter, my dear boy..

The Goblin reaches up to his neck and (SURPRISE!) slowly

peels a skin-tight latex mask off revealing himself for the

first time, to be Norman Osborn.

We see he has NOT transformed.

GREEN GOBLIN (cont.)
I was already there.

133.

PETER
(shocked!)
Mr… Osborn??!!

OSBORN
Surprised are we? I warned you. I
had seen your face. But it was
only when that dolt Jameson
mentioned the pictures of
Spider-Man, that I realized the
truth.

PETER
(dumbfounded)
The accident... Your office. I
pulled you from that building. I
saved you.

OSBORN
(confused)
No, I...don't...remember.

PETER
(struggling)
How could you do this…to Harry?

OSBORN
No...don't mention that name. I
don't want to talk about him. The
accident. It made me smarter,
stronger, than I could ever
imagine. I felt an unlimited
potential just within my grasp.
And then... YOU... I went after
the van to lure you out, to use
you as leverage. And as usual, you
proved no match for me.

PETER
Right, no match.. Just enough to
keep you from getting what you
want.

134.

OSBORN
(flash of anger)
Don't remind me of that!!! You
fouled things up, yes. But each
time I was able to get the best of
you.

PETER
(goading)
Right, you just keep on telling
yourself that Goblin. I bet
Harry's real proud of you about
now.

OSBORN
(getting angrier)
Stop it!!!! I warned you. Do not
bring up...

PETER
Who Osborn... Your son ?



OSBORN
(flustered)
Noooo... gghhaaa!
(grabs head)
gggghhhaaaaaa!

CUT TO:

INT. COUNTY HOSPITAL (THE CAPTAIN'S ROOM - NIGHT

Gwen is sitting in a chair next to the bed asleep, her head

lying on the bed next to her father. There is a knock on the

door and she awakes suddenly, sitting up. Harry sticks his

head in.

HARRY
Hey, sweetheart. Listen, we're
going to cut out. I need to take
Jessica home. Will you be alright.

135.

GWEN
(stirring)
S-sure. Any word from Peter?

HARRY
No. I left a message at his house,
so hopefully he'll get it soon.
(pause)
Look, I'm sure he just...well..

GWEN
(wipes nose)
What about your Dad?

HARRY
Nothing... yet. But he's fine, I'm
sure...Now get some rest.
Goodnight Gwen.

GWEN
Harry...

HARRY
Yeah?

GWEN
Thanks.

Harry smiles, closes the door quietly and leaves...

INT. THE GOBLIN'S HIDEOUT, OSBORN WAREHOUSE - NIGHT

PETER
(continuing to
goad)
You know… Harry is probably
sitting at home right now, worried
about you…wondering where his
father is.

OSBORN
Don't try and trick me. Your dime
store psychology will not work on
me Spider-Man. My mind is clear...

(MORE)

136.

OSBORN (cont'd)
focused. Your pitiful heckling
cannot detract me from my ultimate
goal.

PETER
Puh-leeeeze. You gotta be quoting
directly out of the Corny
Super-Villains's official
handbook. Face it. You're a joke,
Goblin. You've only been able to
escape me through cheap parlor
tricks, and gimmicks, like that
lame knockout gas. Now you've got
me tied up. What's the matter.
Afraid of me?
(looks at
restraints)
Clearly...

OSBORN
(growing angrier)
No! That's a lie!
(shakes fist)
I could have easily crushed you
many times over by now.

PETER
Right. You're really something
Osborn. If you only knew what
Harry thought of you, how much he
looks up to you, how much he
cares. You don't deserve a son
like him.

OSBORN
H-H-arry?

PETER
He idolizes you. Spends the
majority of his time trying to
live up to your expectations.

OSBORN
He… does?

137.

PETER
Its true. He talks about what a
great man you are. How smart,
driven, even generous, when you
want to be... How much he wishes
he could be just like you. But
you... neglect him, take him for
granted.

OSBORN
No. I've worked hard to provide
for him... you think it was easy?
I--ahhhhghh! Stop… confusing me!
(grabs head)

PETER
Let me go and I'll take you to
him.

OSBORN
I-I DON'T THINK SO.

PETER
You're not well. The accident…you
need help

OSBORN
(cackles)
I don't need your help, yours or
anyone's. Not when.
(puts mask back on)
I have the power of...The Green
Goblin.
(laughs)
Look carefully Parker, for this is
last face you will ever see.

PETER
Lucky me.
(struggling)
Maybe you're just too scared to
let me go cause you know I'd wipe
the floor with ya.

138.

GREEN GOBLIN
NO!... Its not true. I was always
your better.

Rattled by Peter's taunts, The Goblin suddenly pulls a

lever, releasing the heavy metal clamps that restrain him.

GREEN GOBLIN (cont.)
I'll prove once and for all,
that... I am your Master.

PETER
(grunts)
Alright, lets finish this...

GREEN GOBLIN
(hissing)
No! not like... this
(tosses him his
mask)
I want to defeat you as I've known
you… as Spider-Man, not as some
puny teen-ager!

The Goblin makes a sudden, aggressive move in the form of a

flying leap towards Spider-Man, knocking him on his back.

The hero kicks him back behind him, then flips himself up in

to a standing position. The Goblin, with matching agility

rolls up standing as well. Punches are exchanged, but

Spider-Man seems the less aggressive one now that he knows

he his fighting his best friend's father, and that he may be

sick. Carefully, he flips up in an aerial somersault over

his foe, landing with a roundhouse kick to the chin, that

sends the Goblin reeling. But the criminal quickly

retaliates with a kick of his own to the hero's midsection.

More punches are traded, and the Goblin lands a couple of

wicked blows. The two join in a standing arm-to-shoulder

gridlock, that amounts to a battle of strength and sheer

determination. The Goblin manages to break one arm free and

blasts Spider-Man in the face at point–blank range with a

sparkle ray. He yells out in pain, grabbing his face as the

Goblin uses the opportunity get to the control panel on the

wall. He pushes a button and a panel in the wall opens,

revealing the glider. A door comes down placing the glider

flat on the floor, ready for mounting. (kind of like how a

bed comes out of the wall of an apartment).

139.

He jumps aboard and with a movement and adjustment of his

left heel, he releases it from the "hangar" and starts the

engine

GREEN GOBLIN
(laughing)
MUCH better.

He flies around leaving Spider-Man with a face full of

heated exhaust. Seeing that his opponent is "on his heels"

The Goblin throws a series of "razor-bats" at the hero, who

desperately tries to dodge them. He manages to acrobatically

elude some, but the remaining ones tear through his costume,

leaving tell-tale bloody "slits", causing him to yell out

loud in agony.

The Goblin continues to fly around the room, cackling and

tossing different "toys" for Spider-Man to deal with; a

seemingly endless supply, one round after another.

Finally, capitalizing on a moment of the villain's

carelessness, Spider-Man is able to leap and grab a hold of

the Goblin's bag, which is of course connected to his

shoulder. In effect, he "clotheslines" him using the strap

around the neck to yank him from the flying machine, sending

it wildy spinning off before it crashes in to the control

panel resulting in a spectacular display of sparks.

Spider-Man is able to retrieve the bag, by breaking the

strap.

SPIDER-MAN
Didn't anyone ever tell you
Goblin? Tricks are...
(throws bag across
the room)
for KIDS!!!

GREEN GOBLIN
NOOOOOOOOOOOOO!

Now without his bag of tricks and his glider, the goblin

lunges at Spidey and knocks him on his back. He raises his

arms for a full sparkle blast to the face, but Spider-Man

reaches up, grabs both arms by the wrist and crushes the

circuitry within the gloves. He throws him over and behind

him. .

140.

GREEN GOBLIN
You... you've… crushed my
blasters...damaged my glider! For
that, you'll pay Spider-Man…with
your life!!!

The Goblin pulls a cluster of live wires out of the control

panel wall and slings them at Spider-Man like an electrical

"cat 'o nine tails". He has to use his spider-speed to avoid

contact. Frustrated, The Goblin drops the cables and again

dives for Spider-Man landing on top of him, with a

"death-grip" around his neck.

GREEN GOBLIN
Now, in your last moments of life.
I want you to think about defying
me... and how you wish it would
end here. But it doesn't. They'll
be no one around to protect your
girl.

Suffocating, and nearly unconscious, Spider-Man reaches for

one of the loose cables from the snapping and popping

circuit panel board. He thrusts the live end into the

Goblin's midsection which sends him flying back in to the

chemistry lab, spilling liquids and igniting a small fire.

Taking the full brunt of the electro-magnetic charge, he is

knocked completely out.

Spider-Man, catching his breath, cut, bruised and battered,

makes his way over to the Goblin.

SPIDER-MAN
Now... let's... get rid of this
halloween mask.
rips mask off

OSBORN
(disoriented)
W-where, where am I?
S-spiderman….wha???

SPIDER-MAN
Osborn. You OK? There was an
accident. We've got to get out of
here. You need medical attention.

(MORE)

141.

SPIDER-MAN (cont'd)

OSBORN
I-I... don't... know... I
(grabs stomach in
apparent pain.)

SPIDER-MAN
Osborn!

OSBORN
(lifting his head
up, cackling)
There is no Osborn...only...
Goblin… GOBLIN!!! AHHH
HAHAHAHAHAHAHAH!!!!!

Osborn jumps up and kicks Spider-Man under the chin, leaping

over to where his bag is. Smoke and fire are all around now.

He reaches for a pumpkin bomb, and pulls the pin.

SFX: SPIDER-SENSE

SPIDER-MAN
No... Osborn, don't!

OSBORN
DIIIEEE!!!!
(throws grenade)

Spider-Man leaps to the ceiling avoiding the bomb before it

lands in the lab, setting off an EXPLOSION that covers the

area below him in smoke and flames.

SPIDER-MAN
Oh no... poor...
(pause)
Harry.

The smoke clears just enough for Spider-Man to see Osborn

lying unconscious on the floor, his costume ripped to

shreds. The flames have increased and there are still

mini-explosions going off all around the warehouse.

Spider-Man looks and sees the flames are slowly, but

steadily heading for the chemical barrels.

142.

SPIDER-MAN
(coughs)
Is he...?
(pause, to himself)
Almost be easier if he was, but...
no. Can't leave... him. Not while
there's still a chance...

He quickly jumps down, and kneels beside Osborn, tearing the

remains of the Goblin suit off and tossing them in to the

flames, as rafters are now beginning to fall.

SPIDER-MAN
(picking him up)

Not even sure how you're still
alive fella.

MORE EXPLOSIONS

SPIDER-MAN
Oh boy. Gotta make this fast.

With Osborn draped over his shoulder he leaps up on to a

wall and out a window of the warehouse just as a massive,

deadly explosion erupts behind them. Ashe and debris chase

the hero as he rides the edge of the explosive wave like

some supernatural surfer, before landing in the cold

confines of the East River.

Separated in the fall, Spider-Man quickly breaks the surface

and looks around desperately. Fiery debris lands in the

dark, icy water around him.

SPIDER-MAN
Osborn!!!

INT. COUNTY HOSPITAL - NIGHT

As dawn is approaching, Gwen wakes suddenly in her chair

next to her father's bed. She walks over to the window and

looks out at the purple sky...

143.

GWEN
Peter... where are you?

CAPTAIN STACY (O/S)
(from the darkness)
He'll be here sweetheart.

GWEN
(turning around)
DADDY! You're awake. You're
alright.
(hugs him)

CAPTAIN STACY
Been worse.
(winces)
Some headache I got though.

GWEN
For a while there...
(fighting back
tears)

I thought I might lose you.

CAPTAIN STACY
Hey girl...you can't
(cough)
get rid of me that easily.

They continue to hug, as a tear streams down Gwen's cheek.

EXT. THE EAST RIVER - NIGHT

Spider-Man is swimming in dark murky waters of the East

River, desperately searching for his best friend's father.

POV switching between underwater and carnage above.

He finally spots Osborn's body floating... just hanging

there still in the waters, eyes wide open in an eerie blank

stare. He quickly grabs him and heads for the surface,

pulling him up on the docks.

Spider-Man, himself battered and bruised drops to his knees

in exhaustion.

144.

APPROACHING SIRENS

SPIDER-MAN
(lightly tapping
Norman's face)
Osborn. Can you hear me?

When there is no response , the hero takes both hands and

places them on Norman's chest and pushes deliberately...

once... twice... Osborn spews water from his mouth and his

eyes blink. finally coming out of that gruesome stare.

OSBORN
(disoriented)
H-harry? ... Is that you?

SPIDER-MAN
(under breath to
himself)
No "warning" from Sp-.... Does
that mean... the "danger" is past?

OSBORN
S-spider-Man...where...is...my
son?
(eyes flutter and
close)

Spider-Man sincerely believes for the first time all night,

that he is dealing with Norman, and not The Green Goblin.

SPIDER-MAN
Just hang on Norman.
(under breath)
For Harry's sake.

Spider-Man looks up suddenly as Police Cars and fire trucks

pull up. Men move quickly to work on the fire.

FIREMAN (O/S)
There's someone there...in the

darkness!

145.

A police boat also pulls up to the docks. Spider-Man shields

his eyes from the bright light.

OFFICER
(from boat through
bullhorn)

Don't move!

OFFICER 2
(running up)
Stay where you are Spider-Man!

SPIDER-MAN
This man needs medical
attention... now.
(reaches into
belt, grabs spare
web-shooter)

FIREMAN
(motions)
Help over here!
(pause)
Who is he?

SPIDER-MAN
(adjusting wrist)
Norman Osborn. He was kidnapped by
a criminal called The Green
Goblin. Evidently The Goblin was
blackmailing him. Osborn helped me
stop him.

OFFICER 2
Where's This Goblin now?

SPIDER-MAN
I...think...he was destroyed in
that fire...
(motions)

146.

OFFICER 2
And what's your role in all of
this?

SPIDER-MAN
Sorry,much as I'd love to stick
around and play 20 questions, I've
got an important stop to make.

He fires a web-line, pulls, back and springs upward and

away.

OFFICER 2
Come back here!

OFFICER 3
Let em go, Malloy. Can't you
see?...' Guy's a hero.

INT. COUNTY HOSPITAL - DAY

Gwen is sitting at her fathers side, who is sitting up and

seemingly in good spirits. Peter walks in, holding a small

vase of flowers.

GWEN
(happy/relieved)
Peter...

She hesitates, then runs over and immediately hugs him
tight.

CAPTAIN STACY
(chuckling)
Flowers... for me?

147.

PETER
(blushing)
A-Actually...
(pause)
I'm glad you're OK sir.

GWEN

We heard the news... How is Harry?

PETER
I think He's going to be OK. He's
with his dad right now.

Peter hugs Gwen, who is just the slightest bit "standoffish"

at first.

DISSOLVE:

CUT TO:

INT. OSBORN MANSION - NIGHT

Norman is lying unconscious in his bed. Also present in the

room are a doctor, a nurse, Donald Menken, and Harry, who is

at bedside.

Harry takes his dad' hand.

DISSOLVE:

INT. EMPIRE STATE UNIVERSITY (HALLWAY) - DAY

Peter meets Harry running down the hall.

PETER
Hey, whoah, slow down buddy,
you're going the wrong way.

HARRY
Hey Pete. Yeah, I'm kinda in a
hurry. Just found out this
morning... they're sending Dad to
this private hospital upstate;
some ultra exclusive treatment
"home" for the privileged.
Supposed to have some of the best
care in the country. The Doctors…
and also Dad's chief adviser

(MORE)

148.

HARRY (cont'd)
thought it best.

PETER
(VERY concerned)
Oh… uh, how's he doing… I mean,
any improvement?

HARRY
(solemnly)
No...
(pause)
Doctor said even if he comes out
of the coma, they're not sure if
he'll… well, that he'll be the

same,…with the…, damage to his
brain...

PETER
Harry, I'm sorry.

HARRY
Yeah...
(trying to act upbeat, changing subject)
Where's Gwen? Haven't seen her
around much lately. Things OK?

PETER
She's missed some , staying
home taking care of her father.
But… well... to tell ya the truth,
I think she's just avoiding me.
And now I got this thing tonight
with Aunt May's friend. She's been
trying to fix me up with some
mystery girl for weeks.

149.

HARRY
Don't worry, she'll come around.
(pause)
Listen I really gotta run. Be back
Thursday. Hey, you know what
sucks? Tomorrow is Mary Janes's
first day and I can't be here to
help show her around.

PETER
(surprised)
Er...Mary Jane is coming here?

HARRY
Yeah, her folks are making her.
They live out of state. Pittsburgh
I think. She's gonna be staying
with her Aunt.

PETER
(more surprised)
Did you say...her AUNT?

HARRY
That's right. Gotta split.. Keep
an eye out for her... OK?
(runs off)

PETER
Yeah, alright...
(pause)
Hey! How am I supposed to
know…what…she looks...like?

EXT. FOREST HILLS (PARKER HOME) - NIGHT

Peter walks in to the front door of his house.

INT. LIVING ROOM

His Aunt May is sitting with two other women One is older

looking and one is younger with long hair, with her back to

us.

150.

AUNT MAY
(standing up)
And here he is now.
(pause)
Peter I want to you to meet my
friend Anna Watson, that I've been
telling you about, and her
niece... Mary Jane.

PETER
(dumbfounded)
Mary... JANE?

He finally realizes that Aunt May's "little Mary" and

Harry's crush are one and the same.

We now see the girl turn around and stand up; 5'8 of sexy

with deep red hair and built like a brick shit-house... MARY

JANE WATSON.

MARY JANE
(big smile)
Face it Tiger...

(pause)

you just hit the jackpot.

(winks)

THE END