Ultimate SpiderMan Fan Film Script

by G-TFD-V

Written in the weeks leading up to the release of The Amazing Spider-Man, I envisioned my own ideals for how I would reboot the Spider-Man film series. Based heavily on the Ultimate Spider-Man comics this fan film script envisions a story much like the comics where Peter is the central focus and our hero Spider-Man is absent til late in the story. A true character focused story.

ULTIMATE SPIDER-MAN

by Gary Viset

PETER (V.O): How did I get here?

CUT TO:

[EXT. NEW YORK CITY, ALLEYWAY - NIGHT]

LIGHTNING strikes and we get a CLOSE UP of PETER PARKER'S FACE lying in a puddle in the middle of an alleyway. He's in his late teens 17-18, a LARGE CUT above his left brow with blood smeared across his face. It's raining heavily. Sirens can be heard in the distance.

PETER (V.O): A great man once told me that with great power there came great responsibility. Until now I never knew just how right he was.

CUT TO:

[INT. SCHOOL BUS – DAY]

We pan through a crowded bus full of teenage kids, high schoolers, playing around, shouting, throwing things. We continue to pan towards the back of the bus. We see Peter sitting alone at the back of the bus wearing glasses. He's staring out the window oblivious to everything around him.

PETER (V.O): That's me. Peter Parker. First in all my classes, well, except gym, with a passion for science. Why do I look so down? Cause as smart as I am I can't seem to make a single friend let alone talk to a girl.

PETER'S POV: We see GWEN STACY, BLONDE HAIR brushed straight and kept back with a hairband. She talks happily with her friend beside her.

PETER (V.O): That's Gwen. I've had a crush on her for as long as I can remember, but I've never been able to put more than two words together to even say anything to her.

FLASH: Heads up, Parker!

FOCUS on FLASH THOMPSON as he throws a football at Peter. Peter recoils as he's hit and the ball bounces away. Flash laughs along with others. Peter looks over at Gwen who is looking back at him with a saddened look on her face.

PETER (V.O): Flash Thompson, school jock and bully. The only thing that stops me from bursting into tears is knowing that one day I'll make millions of dollars doing something that makes a difference in the world while Flash will end up flipping burgers for the rest of his life.

FOCUS on MR. WILLIAMS, late thirties, science teacher and chaperone for the trip.

MR. WILLIAMS: Alright listen up, I'm giving you all a partner. You'll stay together, take notes and you will both be required to complete a report about today's demonstration.

Mr. Williams begins naming partners.

PETER (V.O): Thanks to Harry Osborn, the one person I could really call a friend, we've been invited to Oscorp, a scientific research company owned by Harry's father Norman Osborn. I've been looking forward to this day all week long. Today's the day that everything changes.

MR. WILLIAMS: Ms. Stacy, you're with Parker.

Peter looks over at Gwen who looks back at him. She awkwardly smiles back at him.

[EXT. NEW YORK CITY, SCHOOL BUS – DAY]

We watch as the bus continues down the street as we slowly pan up to see the OSCORP BUILDING in the distance.

NORMAN OSBORN (V.O): Have you ever heard the story of Arachne?

CUT TO:

[INT. OSCORP PRIVATE LABORATORY - DAY]

We see scientists busy at work with NORMAN OSBORN, mid-forties, standing in the middle of the lab with a GLOVE on his hand. CLOSE UP of a UNIQUE SPIDER branded with "00" on it's backside. Norman's assistant, JUSTIN, stands at his side.

JUSTIN: I can't say that I have, sir.

NORMAN OSBORN: Arachne was a mortal woman, a talented weaver whose tapestries were a sight to behold. She proclaimed that even the Goddess Athena could not do better than her. Athena, angered by the woman's challenge, came down to Earth and destroyed Arachne's work. Distraught at having insulted a Goddess and seeing her work destroyed, Arachne hung herself. Athena took pity and touched Arachne upon her forehead with a magic liquid and said, "You shall not die, Arachne, you shall weave your web forever." At Athena's words Arachne's body shrank and blackened. Arachne and her descendants would forever be great weavers and live on as spiders.

JUSTIN: I appreciate the history lesson, sir, but the board of directors wants an update on the project. The company is losing money and the board has been informed that if we don't present something soon then the military may pull out and give their contract to Roxxon Industries.

Norman menacingly advances towards Justin.

NORMAN OSBORN: Now you listen to me. The OZ Formula is going to be the greatest scientific advancement in the last hundred years. The ability to naturally enhance a person's strength, speed and durability. A potential cure for any and all diseases known to man. You can tell the board that we are in the middle of product testing on various animals, particularly the spider.

Norman picks up the spider crawling across his glove and places it in Justin's hand. Justin, scared of the spider, quickly walks over to a table and drops the spider into an open jar.

NORMAN OSBORN: You tell them that this is my work, my discovery and that they should damn well remember whose name is on the building!

A young woman, a SECRETARY, approaches Norman.

SECRETARY: Mr. Osborn, your son's science class has arrived for the demonstration. They're waiting for you downstairs.

NORMAN OSBORN: That was today?!

SECRETARY: Yes, sir. They're waiting for you.

Norman grabs Justin by his suit.

NORMAN OSBORN: You deal with the directors or you find a new job! Understand?

JUSTIN: Yes, sir.

Norman pushes Justin away and follows his secretary out of the room. CLOSE UP of the "00" SPIDER as it climbs out of the jar.

[INT. OSCORP MAIN FOYER - DAY]

MR. WILLIAMS leads the HIGH SCHOOL SCIENCE CLASS into the foyer of Oscorp Industries. They all come to a stop as Mr. Williams is approached by a RECEPTIONIST. Peter and Gwen stand nervously beside each other as Mr. Williams speaks with the Receptionist.

RECEPTIONIST: Mr. Williams, welcome to Oscorp Industries. I've been informed that Mr. Osborn is on his way down to meet with you. Now there are procedures you and your class will have to follow…

FOCUS on Peter and Gwen as the Receptionist continues to speak with Mr. Williams in the background. HARRY OSBORN, 17-18, SLICKED BACK HAIR, comes up from behind Peter and puts his arm around his shoulders.

HARRY: Heya, Pete. Excited to be here?

PETER: Hey, Harry. You been here all morning?

HARRY: Yea, I came with my dad and have just been hanging around here. The moment we got here he disappeared up to the labs and I haven't seen him since. [Looks over Peter's shoulder] Hey Gwen.

GWEN: Hey, Harry.

HARRY: So you two…?

GWEN: Oh, Mr. Williams assigned us as partners for the project.

HARRY: Oh, right, so you'll….

LIZ ALLEN, a girl with BLONDE HAIR tied back into a tail, comes up to Harry and puts her hand on his arm. She has a huge smile and a bubbly personality.

LIZ: Harry! Where've you been?

HARRY: Oh, hey, Liz. I've been here all morning.

LIZ: I've been wondering where you were. We're partners for the project.

HARRY: Yea? That's cool. Well I'm just talking to Peter and Gwen here, I'll come find you in a minute.

LIZ: [looks briefly at Peter and Gwen] Yea, sure. I'll see you soon.

LIZ walks off again and rejoins a group of her friends.

GWEN: Could she be anymore obvious?

HARRY: What do you mean?

GWEN: You seriously can't tell? She likes you.

HARRY: What?

PETER: I agree. She really seems to like you.

GWEN: The way she had her hand on your arm.

PETER: The way she smiles every time she sees you.

HARRY: No way.

GWEN: Trust me, she definitely likes you.

Harry is about to say something when they're interrupted.

MR. WILLIAMS: May I have your attention please. This is an exceptional opportunity and a rare privilege for us to be given a behind the scenes look at the work that goes on here at Oscorp Industries. Pay attention and take plenty of notes because the report on this will be worth twenty percent of your total grade for the year. Now will you please welcome the man responsible for us being here today, Mr. Norman Osborn.

There is a light applaud from the crowd of students as Mr. Williams steps aside and Norman addresses the students. Peter's attention is completely fixated on him.

NORMAN OSBORN: Let me be completely blunt with you. More than two dozen schools send requests through my office to bring their classes here and I refuse more often than I say yes. I am a busy man and I have little time to spend lecturing school kids. But as I am sure you are aware my son Harry is one of your classmates so I have agreed to have you here today. Be aware of how lucky you are to be here. If any of you disturbs my employees for any reason or misbehaves in anyway, I will have security throw you out of the building.

MR. WILLIAMS: That will be an instant failure of the course.

NORMAN OSBORN: [Glares at Mr. Williams for his interruption before looking back at the students] Now follow me.

FOCUS on Peter, Gwen and Harry as the class follows Norman through the foyer.

GWEN: Harry, no offense, but your dad is really intense in a scary kind of way.

HARRY: Try living with him.

NORMAN OSBORN (V.O): Since I started this company, Oscorp has been dedicated to being an innovative leader in manfacturing the future in construction, automotive and electrical engineering as well as chemical processing industries. We are the largest global manufacturer in these industries operating over a hundred major research facilities worldwide. Our aim is to create the future. To ensure that there is a future to look forward to by developing endlessly sustainable sources of food, water and energy while also leading research into cures for life threatening diseases.

SERIES OF SHOTS: Norman talking to the students in various different areas, offices or labs of OSCORP INDUSTRIES. Students taking notes and examining some of the procedures and tests being run by Oscorp Scientists. We see Gwen and Peter working close together, laughing and smiling, and Harry working with Liz.

END SERIES OF SHOTS

[INT. OSCORP ENERGY RESEARCH LAB - DAY]

Norman brings the class to a halt in the middle of a massive laboratory area.

NORMAN OSBORN: This brings us to the last stop on this tour. I certainly hope that at least some of you have learned something from this experience. Now I have my own work to return to. My secretary will answer any last minute questions you have and then will escort you from the premises.

SECRETARY: Thank you, Mr. Osborn.

A FEMALE SCIENTIST approaches Norman and whispers something in his ear. FOCUS on Peter watching as Norman is led away from the crowd as his Secretary answers questions from the students. Norman approaches a MAN, mid-forties, muscular build, wearing protective, yet stylish sunglasses in a black tank top with a MECHANICAL APPARATUS attached to his spine and around his waist. FOUR MECHANICAL ARMS are attached to the apparatus. This is DR. OTTO OCTAVIUS. He uses the arms to operate on a MINIATURE FUSION REACTOR behind a protective glass wall. The arms enter the room via FOUR SMALL PORTS in the wall.

PETER: Oh my god.

GWEN: [Looks at Peter] What is it?

PETER: [Points to Octavius talking with Norman] That's Otto Octavius! He's the world leading researcher in fusion technology. See that appartus he's wearing? They're mechanical arms and it connects straight into his central nervous system allowing him complete mental control over the arms as if they were part of his own body. They allow him to work and operate in environments most normal people couldn't. Those arms alone are a breakthrough in scientific research. The potential applications for amputees missing an arm or a leg, or even someone with a broken spine.

GWEN: [Looking at Peter with admiration] You really know a lot about this kind of stuff don't you?

PETER: My dad. He was a scientist. I guess I kinda take after him.

GWEN: Sounds like a nice guy.

PETER: I'm sure he was.

GWEN: Was?

PETER: My mom and dad died when I was four. I live with my aunt and uncle.

GWEN: Oh. I'm sorry.

PETER: It's okay, I…

Peter SCREAMS out in pain. He grasps at his arm and we see the "00" SPIDER has bitten his hand. As Peter swings around the spider is flung from his hand onto Gwen's shirt. She screams as she brushes the spider off her and onto the floor. FLASH STOMPS down and crushes the spider under his shoe. Norman and Octavius turn to see all the commotion. Peter has dropped to his knees still grasping his arm. He's sweating profusely and shaking. Mr. Williams runs to his side.

MR. WILLIAMS: Peter? Peter are you okay?

Norman pushes through and looks at Peter.

NORMAN: What happened?!

GWEN: It was a spider. He just got bitten by a spider.

NORMAN: Where is it?

FLASH: [Pointing to the spider's remains on the floor] Dead.

NORMAN: [scowling] Get him to the infirmary. Our doctors will check him out. I want everyone else out of the building now!

Norman's Secretary leads the class out of the labs while Mr. Williams and Harry help Peter with Gwen following close behind. After everyone has left Norman pulls at his hair.

NORMAN: [looking around at all his staff whose eyes are on him] Back to work!

Norman looks over at Octavius who looks back at him.

[INT. OSCORP INFIRMARY - DAY]

Peter is sitting up on an examination table. Mr. Williams, Harry and Gwen all stand around watching as the doctor examines Peter shining a small light in his eyes to check his pupils.

DOCTOR: How are you feeling now?

PETER: A little dizzy, but I'm feeling a lot better.

DOCTOR: Well as far as I can see you're completely healthy. Nothing to be worried about. Just an adverse reaction to the bite, but I'd like to take a small blood sample just to check everything out. We have the finest labs in the entire country. I'll write up a letter to inform your parents of the incident and that I've taken a blood sample and you'll be good to go.

Peter nods.

[INT. SCHOOL BUS – LATE AFTERNOON]

Peter and Gwen sit next to each other at the back of the bus. CLOSE UP of the bandage around Peter's arm where the blood sample was taken. PAN DOWN to see Peter rubbing the bandage on his hand where the spider bit him.

PETER: [Looks across at Gwen] Thanks. For staying with me.

GWEN: [Smiling] Least I could do. You're my science partner and I don't think I could do this report without you.

PETER: [Laughs] Thanks.

GWEN: You're welcome.

[INT. NORMAN OSBORN'S OFFICE – LATE AFTERNOON]

Norman stands looking out at the NEW YORK SKYLINE with a GLASS OF SCOTCH in his hand. The door of his office opens slightly and the DOCTOR steps into the room.

DOCTOR: Mr. Osborn.

Norman turns to face the doctor as he approaches his desk.

DOCTOR: I have the Parker boy's blood sample for you.

The doctor hands a VILE OF BLOOD to Norman. Norman examines the vile and gestures toward the door. The doctor leaves without another word. Norman turns back to the window with his scotch in one hand and the vile in the other.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Peter walks through the front door.

PETER: I'm home!

AUNT MAY: Peter?

AUNT MAY, late fifties, greying hair, rushes into the room and hugs Peter.

AUNT MAY: Are you alright? Your teacher already called us and told us what happened.

PETER: I'm fine.

UNCLE BEN: [Enters the room and walks up behind May] Geez, May, give the kid some room to breathe. He's fine.

AUNT MAY: Well excuse me for worrying.

Aunt May steps away from Peter. UNCLE BEN, late fifties, dark greying hair, puts his hand on Peter's shoulder.

UNCLE BEN: You okay?

PETER: It was just a spider bite, Uncle Ben. I'm fine.

UNCLE BEN: Well I was talking about, May, but still good to know.

AUNT MAY: Oh quiet, you. Come on, dinner's almost ready.

PETER: Okay, I just wanted to have a shower first.

AUNT MAY: Of course, dear.

May walks back into the kitchen.

[INT. PARKER RESIDENCE, BATHROOM - NIGHT]

We see Peter in the shower. When he gets out he wraps a towel around his waist and walks up to the mirror. He wipes the moisture off the mirror and we see his scrawny physique.

[INT. PARKER RESIDENCE, DINING ROOM - NIGHT]

Aunt May and Uncle Ben are sitting at the table eating when Peter walks into the room and joins them at the dinner table.

AUNT MAY: Feeling better?

PETER: I'm fine, Aunt May.

AUNT MAY: I'm just making sure, Peter.

UNCLE BEN: So on a different subject, minus the spider bite, how did the rest of today go?

PETER: It was great, . Osborn's an intense kind of guy, but he's really smart. The labs and all the equipment they're using is just… impressive. The kind of stuff I'd imagine my dad working with.

AUNT MAY: I'm sure your dad would be incredibly pleased with himself that you're taking such an interest in the same kind of things he did.

UNCLE BEN: Well you're certainly bright enough and you've always been a smart kid.

PETER: Yea, I know. That wasn't even the best part. Just before, before the spider bite, I saw Dr. Otto Octavius. In the flesh! I even saw the arms that he built.

AUNT MAY: Go figure. Most kids these days idolise their celebrities and rock stars, our Peter idolises world renowned scientists.

UNCLE BEN: I guess we must be doing something right.

PETER: Well now we have to do a whole project on the trip and everything we learned. I'll have to ask Gwen if she'd be cool with letting me put some stuff about Dr. Octavius in the project.

UNCLE BEN: Gwen?

PETER: Gwen Stacy. She's in my class. We were assigned as partners for this project.

AUNT MAY: Well now, you'll have to invite her over so we can meet her.

PETER: It's not like that, Aunt May.

AUNT MAY: Like what?

PETER: We're just doing a project together.

AUNT MAY: And I'm not allowed to meet her?

UNCLE BEN: May, it's just a school thing. He doesn't wanna bring her here he doesn't have to.

AUNT MAY: I'm just saying…

UNCLE BEN: I know what you're saying.

AUNT MAY: I can meet Peter's science partners if I want.

PETER: [To Uncle Ben] You know she won't stop.

UNCLE BEN: Good point. If you wanna get a running headstart I'll cover you.

AUNT MAY: Oh shut up, you two.

Peter and Ben can't help but burst out laughing.

[INT. PARKER RESIDENCE, PETER'S BEDROOM - NIGHT]

Peter is sound asleep in his bed. Ben and May look in on him from the hallway.

AUNT MAY: You think he'll be alright.

UNCLE BEN: It was just spider bite, May, he'll be fine. I've been bitten before. Summer before I met you and here I am perfectly fine.

AUNT MAY: Well that's debatable. What do you think about this Gwen girl?

UNCLE BEN: Do you remember how Richard met Mary?

AUNT MAY: [Smiling] Richard stuck in his book and Mary spotted him from across the park.

UNCLE BEN: Exactly. If Richard could find a girl like Mary just imagine the kind of girl Peter will find.

AUNT MAY: That doesn't mean I'm not allowed to worry.

UNCLE BEN: I know. But take it easy on the kid. He's a young man now and he can take care of himself. We've done our job and Richard and Mary would be proud.

AUNT MAY: I know.

Uncle Ben plants a gentle kiss on May's lips as they close Peter's door and head down the hallway to their bedroom.

[INT. OSCORP PRIVATE LABORATORY - NIGHT]

Norman Osborn sits at a console. The lab is dark and the only light is coming from the COMPUTER SCREEN in front of Norman. We see the VIAL OF PETER'S BLOOD inserted into a slot on the console. Norman stares obsessively at the large COMPUTER SCREEN in front of him showing the MAGNIFIED IMAGE OF PETER'S ALTERED BLOOD.

JUSTIN: You wanted to see me, sir?

Norman ignores Justin's presence.

JUSTIN: Sir?

CLOSE UP of Norman's eyes. A reflection of the blood cells can be seen in Norman's eyes.

JUSTIN: Mr. Osborn!

Norman turns away from the screen and looks at Justin.

JUSTIN: It's almost two in the morning, sir. What did you want to see me for?

NORMAN: [Turning back to the screen] Have you confirmed that the spider was our specimen?

JUSTIN: [looking nervous] Yes, sir, it was. We're investigating as to how it got out of containment.

NORMAN: First thing tomorrow morning I want you to send a fruit basket to the Parker's and a letter of apology for the incident.

JUSTIN: Sir, you can't. It would be an admission of guilt and if they decide to sue they will take you for as much money as they can. We should be preparing a defense on the chance that they do decide to take us to court.

NORMAN: [Looks over his shoulder at Justin] Send the basket. I will not ask again.

JUSTIN: Yes, sir.

Justin leaves the lab and Norman turns back to the screen.

[INT. PARKER RESIDENCE, PETER'S ROOM – MORNING]

Peter wakes up and stretches in his bed. As he stands up and continues stretching we see his physique has improved slightly. FOCUS on PETER'S GLASSES as he puts on a shirt and leaves the room.

[INT. PARKER RESIDENCE, BASEMENT]

The basement of the Parker Residence has been turned into a workspace for Peter. We see him standing in the middle of the room staring at a CHALKBOARD full of equations. A DOOR OPENS and Uncle Ben comes down stairs.

UNCLE BEN: You're up bright and early.

PETER: Restless sleep. Decided to come down here and relax.

UNCLE BEN: [looking at chalkboard] This is relaxing?

PETER: Relaxes me.

UNCLE BEN: You patched this all together from your dad's notes?

PETER: Yea. It's some kind of molecular adhesive. I just haven't figured out the formula exactly.

UNCLE BEN: Well I thought I'd let you know that we got a generous fruit basket and apology letter from the people at Oscorp this morning apologising for your accident. They probably think we're gonna sue them.

PETER: Are you?

UNCLE BEN: We're not that kind of people, Pete. It was a spider bite. They can hardly be held accountable for the actions of an insect.

PETER: Arachnid. Spiders aren't insects.

UNCLE BEN: Coulda fooled me. Hey, where are your glasses?

PETER: What?

UNCLE BEN: You're not wearing your glasses.

PETER: [touching his face where his glasses should be] Guess I forgot to put them on.

UNCLE BEN: Well you should put them on. Your eyesight's already bad as it is. Also thought you should know you have a visitor upstairs.

PETER: I what?

[INT. PARKER RESIDENCE, DINING ROOM – DAY]

Peter and Uncle Ben walk into the room to see Gwen sitting at the dining table with Aunt May talking.

AUNT MAY: Well speak of the devil. Here he is.

GWEN: [looking over her shoulder at Peter] Hey, Peter. We were just talking about you.

PETER: Uh, hey, Gwen.

GWEN: I thought I'd come over and see how you were and maybe we can get a headstart on our project.

PETER: Uh, sure, my lab's downstairs.

GWEN: You have a lab?

AUNT MAY: It's a glorified workspace, dear. He overexaggerates.

PETER: It's a lab, Aunt May.

GWEN: [Getting up from the table] Well it was lovely to meet you, May.

AUNT MAY: Likewise, dear.

Gwen smiles at Uncle Ben as she walks up to Peter.

GWEN: Lead the way.

[INT. PARKER RESIDENCE, BASEMENT - DAY]

Peter collects some books, paper and pens from his desk while Gwen walks around the room looking at all the equipment. Beakers, test tubes, a bunsen burner, and other various lab equipment.

GWEN: This is amazing. You really have your own lab.

PETER: I got most of the equipment from my dad. He kept a lot of this stuff at our old place. Uncle Ben and Aunt May thought I should have it when I was old enough.

GWEN: I'm jealous. My dad would never let me set up a lab in our basement.

PETER: You want a lab in your basement?

GWEN: Would definitely help with my studies if I intend to get into Dr. Connors class at ESU.

PETER: You want to get into Dr. Connors class?

GWEN: Don't you?

PETER: Yea, of course. I just- Never figured you for the science type.

GWEN: Never really talk about it and no one at school really pays attention to my grades. [Looks at chalkboard] What's this?

PETER: A formula my dad was working on before he died. I'm trying to finish it for him.

GWEN: [smirks] Want me to help?

PETER: I think I can manage.

GWEN: Your loss.

Gwen looks at an OLD CAMERA sitting on one of Peter's desks. She picks the camera up and looks at it.

PETER: Careful with that.

GWEN: You take photos with this?

PETER: [nods] It was my mom's.

GWEN: I gotta say, Peter Parker, you have a lot of interesting hobbies. I'd never have guessed you were into photography.

PETER: I guess there's a little bit of both my parents in me. My dad's love of science and my mom's love of photography.

GWEN: What do you take photos of?

PETER: Trees. Beaches. People. Anything really.

GWEN: Would you take a picture of me?

PETER: [thinks for a moment] Sure.

Gwen hands Peter the camera. Their fingers touch for a brief moment.

PETER: [nervously] Um, why don't you sit on the floor?

GWEN: [gestures to spot in the middle of the room] Just here?

PETER: Yea, that's perfect.

Gwen walks to a spot in the middle of the room and sits down. She sits with her legs curled underneath her and leaning on her hand. As she looks down at her hand placed on top of her leg the CAMERA CLICKS.

GWEN: [looks up at Peter suddenly] Did you-?

Peter nods.

GWEN: I wasn't even ready!

PETER: Trust me. You looked perfect.

Peter puts the camera down on his desk. He sits down opposite Gwen on the floor spreading out the paper and books he had collected. Peter hands Gwen a pen. Peter opens a book and starts taking notes as he reads. Gwen, with a book in her hands stares at Peter.

GWEN: How did they die?

Peter looks up at Gwen.

GWEN: Your parents. How did they die?

PETER: A plane crash. My dad was going away for a science convention, my mom was going with him and so they dropped me off here to stay while they were gone. News came a day later that their plane had crashed somewhere in the Atlantic.

GWEN: [saddened by Peter's story] My mom died a few years ago when I was twelve. Cancer. It's just me and my dad now and even then he's always working so I'm alone most of the time.

Peter looks up from his work and stares back at Gwen. Gwen gets up and walks around to sit down next to Peter. They share a brief glance with one another before Gwen looks down at the book in Peter's hand.

GWEN: So I think for the project we can maybe try and include some stuff about Dr. Octavius. I mean you and I were probably the only ones who noticed him. That's sure to get us some extra credit and keep us at the top of the class.

Peter looks up at Gwen who grins back at him.

PETER: [smiles and nods] Sounds good.

Gwen smiles. Peter and Gwen start working and taking down notes talking amongst themselves about the project.

[INT. OSCORP PRIVATE LABORATORY - DAY]

Norman Osborn sits exactly where we left him in front of the main computer as if he never left. He stares obsessively at PETER'S MAGNIFIED BLOOD SAMPLE on the screen. DOOR OPENS and Dr. Otto Octavius enters the room. He is no longer wearing the ARMS we saw earlier.

OTTO: Do you have a good reason to disturb me from my work, Osborn?

NORMAN: [gesturing to the screen] What do you see?

Otto carefully observes the blood sample shown on screen. He notices the obvious

OTTO: Whose blood is this?

NORMAN: The Parker boy. The one that was bitten by the spider yesterday.

OTTO: The spider was one of your test subjects?

NORMAN: [nods] It's the Oz Formula. It's changing him. Possibly killing him.

OTTO: If it kills him and it gets out they will trace back to you.

NORMAN: [jumping up out of his chair to face Otto] Back to us, Otto. You helped me make this formula.

OTTO: What do you want to do?

NORMAN: Bring him in. Alive.

[EXT. SUBURBAN NEIGHBOURHOOD – DAY]

Peter and Gwen walk side by side talking and laughing until they stop outside of GWEN'S HOUSE.

GWEN: Thanks for walking me home, Peter.

PETER: You're welcome. I think we got a good start on the project. Feel free to come over anytime.

GWEN: Well next time I'll make sure to call first.

PETER: That's not necessary. Feel free to come by anytime.

GWEN: [Smiles] Thanks.

PETER: [smiles awkwardly] Well, I should probably head back.

GWEN: Sure, of course.

Peter turns away from Gwen and starts to walk away.

GWEN: Hey. [Peter looks back] You know, you look really different without your glasses. Did you get contacts?

PETER: [shakes his head] My eyes just… got better I suppose.

Gwen smiles. Peter waves awkwardly as he keeps walking. Gwen waves back before she walks up the path to her front door.

[INT. CAR – DAY]

A BALD MAN in a SUIT watches Peter as he walks down the street. He holds a CELL PHONE to his ear.

BALD MAN: Yes, sir, Mr. Osborn. I've got eyes on the target.

NORMAN (O.S): I want him alive. Do you understand?

BALD MAN: Yes, sir.

[EXT. SUBURBAN NEIGHBOURHOOD – DAY]

Peter is walking down the street and is quite some distance from Gwen's house now. A BLACK CAR follows him slowly down the street gradually getting closer.

CLOSE UP of PETER'S FACE as something TINGLES in the back of his head. Peter looks back over his shoulder at the car. The car SPEEDS UP and Peter runs. The car comes to a sudden stop and the BALD MAN jumps out and chases after Peter off the street and down between two houses.

Peter looks back at the man and almost instinctively LEAPS EFFORTLESSLY and BOUNCES off the wall of one house to land on the roof of another. The Bald Man watches with a gaping expression as Peter runs along the rooftops.

FOCUS on Peter as he leaps off the roof of one house and into the backyard of another LEAPING over the fence.

FOCUS on the Bald Man who can't believe what he's just seen.

[INT. NORMAN OSBORN'S OFFICE – DAY]

Norman is sitting at his desk when his CELL PHONE rings. Norman answers the phone.

NORMAN: You better have good news.

BALD MAN (O.S): Sir, I've lost the target.

NORMAN: What do you mean you lost him?!

BALD MAN (O.S): The kid. He jumped up onto the roof of a house like an acrobat and disappeared running across the roofs.

NORMAN: [shocked expression on face] Abort.

BALD MAN (O.S): What?

NORMAN: I said abort!

Norman slams down the phone. He turns to stare out the window with a contemplative look on his face.

[INT. PARKER RESIDENCE, BASEMENT - AFTERNOON]

Peter storms down into the basement from the CELLAR DOORS that lead into the backyard. He's breathing heavily for a moment before he starts to calm down.

PETER: [To self] What the hell was that?

Peter looks at his own hands. He turns them over. FOCUS on SPIDER BITE as Peter touches it gently with his finger. Peter looks up at the roof above him. Peter takes off his shoes and socks and rubs his hands together in preparation for what he is about to attempt.

Peter JUMPS with his hand outreached and effortlessly makes the height to the roof of the basement. His FINGERS CLING to the ceiling and Peter hangs with his feet dangling more than three feet off the ground. Peter reaches up with his other hand and places his fingers firmly against the ceiling. Mustering the strength in his arms Peter swing his legs up and his toes cling to the ceiling. Peter looks down at the floor below him.

PETER: Woah.

[INT. PARKER RESIDENCE, DINING ROOM – LATE AFTERNOON]

Aunt May is cleaning DISHES while Uncle Ben sits at the table reading the NEWSPAPER.

UNCLE BEN: I tell you, May, the world is becoming a crazy place. They got stories now about men dressing up like birds and robbing banks and labs all around the city.

AUNT MAY: You don't honestly believe that do you?

UNCLE BEN: Dressing up like a bird? Sure. But actually being able to fly? Now that's just ludicrous. I swear people say the craziest things just to see their name in the paper.

Peter walks up out of the basement and into the room.

AUNT MAY: Oh you're back. Didn't hear you come in.

PETER: I came in through the back.

UNCLE BEN: Straight back to work in your lab?

AUNT MAY: Did Gwen get home safe?

PETER: Yea, no problem.

AUNT MAY: She's a very nice girl, Peter.

UNCLE BEN: [sternly] May.

AUNT MAY: What?

PETER: You know, I think I'm gonna go take a shower.

Peter leaves the room. Aunt May turns around to look at Uncle Ben.

AUNT MAY: What?

Uncle Ben grins as he turns back to his newspaper.

[INT. PARKER RESIDENCE, BATHROOM – LATE AFTERNOON]

Peter stands in front of the mirror looking at himself. He takes off his shirt and we see his now PERFECT PHYSIQUE. He flexes his newfound muscles checking himself out in the mirror.

[INT. NORMAN OSBORN'S OFFICE – LATE AFTERNOON]

Norman is staring out the window as Otto Octavius enters the room and walks up to Norman's desk.

OTTO: I got your message about the boy. The formula works?

NORMAN: [with a grin on his face] So it would seem. We need to continue testing.

OTTO: And the boy?

NORMAN: We'll keep an eye on him. I want to keep close watch of his development. For now we'll continue working on the formula. Testing higher dosages. We just need test subjects.

OTTO: I'll get my assistants.

Otto turns and leaves the room. Norman smiles as he watches the sunset.

[INT. PARKER RESIDENCE, PETER'S BEDROOM – MORNING]

Peter's stretching his arms in the middle of his room flexing his muscles wearing nothing but his pajama bottoms. He steps slowly towards his bedroom wall and gently places his fingers against the wall. Slowly he places his foot against the wall and begins to climb up, crawling almost SPIDER-LIKE as he crawls across his ceiling.

AUNT MAY (O.S): Peter! Are you awake yet?

PETER: Yea, Aunt May. [looking around in almost disbelief] I'm awake.

[INT. PARKER RESIDENCE, BASEMENT – MORNING]

Peter is half dressed for school. We see him prick his finger with a SEWING PIN. He places some blood onto a GLASS SLIDE and places it under a MICROSCOPE. Peter looks into the microscope and adjusts the zoom.

PETER'S POV: We see a magnified image of PETER'S MUTATED BLOOD CELLS.

Peter slumps back in his chair uncertain to make of what he's seen. He looks down at his hand.

FOCUS on spider bite on Peter's hand.

AUNT MAY (O.S): Peter! Are you ready for school?

[INT. PARKER RESIDENCE, LIVING ROOM – MORNING]

Uncle Ben is standing on a chair replacing a LIGHT BULB in the lounge room. We can see Aunt May in the KITCHEN making breakfast. Peter comes running up the stairs from the basement with his BACKPACK over his shoulder and heads for the front door.

PETER: See ya, guys. I gotta get to school.

UNCLE BEN: Slow down, hotrod. You were acting a little weird all weekend since Gwen's visit. You feeling okay?

PETER: [Stops at the door] I'm fine, Uncle Ben.

UNCLE BEN: Alright then. See you when you get home after school.

PETER: Sure thing. See you later.

Peter opens the front door and rushes out. Uncle Ben looks over his shoulder at Aunt May in the kitchen.

UNCLE BEN: Teenagers.

[INT. MIDTOWN HIGH, SCIENCE CLASS – DAY]

Mr. Williams is giving a lecture to the class about alternate forms of energy. Peter sits alone writing in his notebook. He looks up to see Gwen sitting with a friend. Gwen looks back over her shoulder and see Peter looking at her. Gwen smiles. Peter awkwardly smiles back.

[INT. MIDTOWN HIGH, HALLWAY – DAY]

Peter is placing books back into his locker. He turns to see Gwen leaning back against her locker as Flash Thompson leans in close talking to her with a bunch of GOONS standing around with him.

FLASH: Come on, Gwen, it'll be fun. Me, you, movie, this Saturday night. Whaddya say?

GWEN: I'm sorry, Flash, but I can't. I'm busy Saturday.

FLASH: Too busy to go out with me?

GWEN: Yea, Flash, I'm busy. Now can you go away.

FLASH: Just ditch whatever it is and come to the movies with me.

GWEN: I said no, Flash!

FLASH: But-

PETER: [Steps in between Flash and Gwen pushing Flash away from her] She said no, Flash.

FLASH: Stay out of it, Parker. This ain't none of your business!

PETER: Just leave her alone.

FLASH: [grabs Peter by the shirt and pulls him away from Gwen] Stay out of my business, Parker!

Flash swings a punch at Peter. Peter steps aside with ease and Flash misses. A crowd has started to gather. Flash continues to throw punches at Peter. Peter dodges them all.

FLASH: Stand still, Parker!

Peter stops moving and holds up his hand. Flash HITS Peter's hand. Flash recoils holding his hand in pain.

MR. WILLIAMS: What the devil is going on here?!

Everyone turns to see Mr. Williams coming down the hallway. The crowd disperses. Only Peter, Gwen and Flash remain.

GWEN: Mr. Williams-

MR. WILLIAMS: Not a word, Ms. Stacy. Parker, Thompson, Principal's office. Now!

FLASH: [wincing in pain] My hand. I think it's broken.

MR. WILLIAMS: [helping Flash off the floor] Then I'll take you to the nurse first, then the Principal. [Looks at Peter] I gotta say Mr. Parker. I'm incredibly disappointed in you.

Mr. Williams walks off escorting Flash to the Nurse's office. Peter looks at Gwen for a brief moment before he turns to leave.

GWEN: Peter!

Peter stops and turns to face Gwen.

GWEN: Thank you.

Peter nods and continues down the hallway.

[INT. MIDTOWN HIGH, OFFICE – DAY]

Peter sits in a chair looking down at his hands contemplating the display of strength he showed. He looks over his shoulder to see Uncle Ben talking with the PRINCIPAL. Peter waits for a moment before Uncle Ben comes out of the PRINCIPAL'S OFFICE and sits down next to Peter.

UNCLE BEN: Well, the good news is that you're not suspended, but chances are we could end up having to pay the hospital bill for that kid's broken hand. I gotta wonder what was going through your mind, Peter. This isn't like you. First time I've ever gotten a phone call asking me to come to the school because you've been involved in a fight. I mean I know you've had trouble with this Flash kid before, but you broke his hand?

PETER: It wasn't like that, Uncle Ben.

UNCLE BEN: Oh really?

PETER: He was harassing Gwen. He wouldn't leave her alone so I stepped in. Tried to get him to back down. He swung at me. I never swung back.

UNCLE BEN: Well if you never hit back then how'd this guy end up with a broken hand?

PETER: You wouldn't believe me if I told you.

UNCLE BEN: Try me.

PETER: I held out my hand to try and stop him from hitting me. He took a swing and broke his fist against my hand.

UNCLE BEN: He broke his hand by punching you?

PETER: I knew you wouldn't believe me.

UNCLE BEN: Pete, it doesn't matter whether I believe you or not. It's just… You're a young man and as you get older you'll learn that you have a great responsibility to yourself and others. It was a philosophy of your father's that with great power there came great responsibility.

PETER: [nods his head] I'm sorry, Uncle Ben.

UNCLE BEN: [puts his arm around Peter's shoulder] It's okay. I've done some pretty crazy things for a girl before. Just promise this kinda thing won't happen again.

PETER: I promise.

[INT. PARKER RESIDENCE, BASEMENT – LATE AFTERNOON]

Peter is MIXING CHEMICALS in various BEAKERS and TEST TUBES. Peter pours the MIXTURE into a SMALL CAPSULE. Peter places the capsule inside a SHOOTING MECHANISM that Peter has built. The device has a NOZZLE on the front and a TRIGGER SWITCH attached at the back. Peter aims the device at his wall. He stands back and pushes down on the TRIGGER.

A STRING-LIKE SUBSTANCE shoots out from the from the NOZZLE and sticks to the wall. Peter takes a closer look. He carefully runs his fingers across the ADHESIVE STRING. He takes firm hold and pulls on it as hard as he can, but it won't come free of the wall. Peter examines the ADHESIVE STRING contemplatively until he is disturbed by a KNOCKING at the CELLAR DOOR.

Peter climbs the steps to the CELLAR DOOR and opens it. Standing outside is Gwen.

PETER: Gwen?

GWEN: Hey, Peter. Mind if I come down?

PETER: Uh, sure.

Peter leads Gwen down the stairs into the basement and closes the CELLAR DOOR. Gwen walks around the room looking at everything when she sees the ADHESIVE STRING and SHOOTING MECHANISM.

GWEN: What's this?

PETER: My dad's formula.

GWEN: [look of surprise on her face] You finished it?

PETER: I suppose, but I don't really understand it.

GWEN: What do you mean?

PETER: Come here.

Peter ushers Gwen over to the ADHESIVE STRING and they kneel down to look at it. Peter grabs hold of the STRING.

PETER: It's some sort of adhesive he was working on. Like a glue. I even found blueprints in his notes for this. [Points to the shooting mechanism] It's an applicator. Push down on the trigger to release a burst of pressurised air which forces the mixture through the nozzle.

GWEN: You built this?

PETER: Yea.

GWEN: This is incredible. You could make a fortune off this.

PETER: But it doesn't make sense. Where the mixture makes contact with the wall it sticks. [pulls on the string to demonstrate] But when you touch it [Peter takes Gwen's hand and places it on the string] it's a little tacky, but not sticky in any way. [Gets up and walks to chalkboard] And based on my dad's formula it's designed to dissolve over time. It wouldn't take longer than a few hours before it just dissolved into the air. That's why he was specific about using non-toxic chemicals. I honestly just can't figure out what he was trying to accomplish with it. If I played around with the mixture I could probably change the elasticity of the string, but I can't think of any real world applications for how this could be used. What good is a glue that dissolves in a matter of hours? There's nothing in his notes about it!

GWEN: [stands up and walks up to Peter] You sound a little frustrated.

PETER: [takes a deep breath] I'm just- I'm just a little wound up about what happened with Flash today. Uncle Ben got a phone call this afternoon. Flash's parents are hitting us with a two thousand dollar hospital bill. Money's tight enough as it is for them and I don't know what they're gonna do. It's all my fault!

GWEN: Hey. [Gwen places her hand on Peter's cheek and turns his face to look at her] It's not your fault. I actually came over here because I wanted to thank you. It was really sweet of you to stand up to Flash the way you did. I know it's not much, but-

Gwen leans forward and places a SMALL KISS on Peter's cheek.

GWEN: Cheer up. It'll all work out.

Peter opens his mouth to say something but is rather speechless. Gwen can't help but smile.

GWEN: I gotta go. My dad'll wonder where I've gone. I'll see you later, okay?

PETER: [chokes on his words slightly] Okay.

Gwen continues to smile as she goes up the steps and leaves through the CELLAR DOORS. Peter is left awestruck rubbing his fingers on the spot where Gwen kissed him.

[INT. PARKER RESIDENCE, DINING ROOM – NIGHT]

Uncle Ben and Aunt May are sitting at the table eating dinner. Peter comes up from the basement.

AUNT MAY: [annoyed] There you are. We were wondering when you'd join us. Your dinner is getting cold.

PETER: [sits down at the table] Sorry. I was… working.

AUNT MAY: Oh? And how's Gwen doing?

PETER: What?

AUNT MAY: I saw her leaving, Peter. I'm not blind.

PETER: She's fine.

AUNT MAY: Good. Just as long as you two are being safe.

PETER: [Chokes on a mouthful of food] Aunt May?!

UNCLE BEN: May, would you just leave the boy alone.

AUNT MAY: Just as long as he knows about the birds and the-.

PETER: [covers his ears] Lalalalalalalala.

AUNT MAY: Oh grow up, Peter. You're old enough to know about this kind of stuff. And if you expect me to allow you have a girl alone with you in the basement-

PETER: We're not doing anything!

AUNT MAY: Well in the case that you do-.

PETER: It's none of your business!

AUNT MAY: You live in my house it most certainly is my business!

UNCLE BEN: [trying to calm the situation, places his hand on May's arm] May.

PETER: I'm old enough to not need you to sticking your nose in everything I do!

AUNT MAY: Well if that were true then you wouldn't be starting fights-!

PETER: I didn't start a fight!

AUNT MAY: You broke a kid's hand!

UNCLE BEN: May!

PETER: [jumps to his feet] I know! I know alright! I made a mistake! So stop lecturing me like you're my mother!

Aunt May is taken aback by Peter's comments. Tears well in her eyes.

PETER: I'm not hungry anymore. I'm gonna go to my room.

Peter leaves.

UNCLE BEN: [puts his hand on May's shoulder] May.

AUNT MAY: [crying] I'm a horrible person.

UNCLE BEN: No, you're not. You're a little abrupt at times, but you can't blame yourself for caring.

AUNT MAY: I just never thought I'd ever have to deal with something like this. He's always been so well behaved and today he's involved in a fight? And then there's Gwen, and she's a lovely girl, but I just don't want to see them get in trouble. I just don't know how to talk to him about it.

UNCLE BEN: He's a teenager, May. It's all part of growing up. You gotta let him do his own thing.

AUNT MAY: I know, but I just don't know what came over me. I just-

UNCLE BEN: I know. [Holds May's hands in his own] Don't worry about it. He'll be fine. He's always been a responsible young man and today was just an accident.

Aunt May nods as Uncle Ben wipes a tear from her cheek.

[INT. PARKER RESIDENCE, PETER'S ROOM – NIGHT]

Peter sits in darkness, lights in his room off, perched on the wall above his bed.

PETER'S POV: FOCUS on a PHOTO on Peter's dresser of RICHARD AND MARY PARKER holding a 2 YEAR OLD PETER in their arms.

There is a KNOCK on Peter's door and Peter drops off the wall and lands in his bed.

AUNT MAY (O.S): Peter? Can I come in?

PETER: Yea.

The door opens and Aunt May enters the room. She walks over to the bed and sits down next to Peter.

AUNT MAY: I'm sorry, Peter. I shouldn't have pushed you like that. I was just upset about what happened today.

PETER: It's fine, Aunt May, just forget about it.

AUNT MAY: [teary eyed] No, it's not fine. You're a young man now and I need to respect your privacy and trust you to be responsible. I know I'm not your mother, Peter, but I care about you just as much as she did and I've done my best to take care of you.

PETER: [hugs Aunt May] I know, Aunt May. I'm sorry for what I said.

Aunt May kisses Peter on the forehead and stands up.

AUNT MAY: Well now, I'm off to bed. Goodnight, Peter. I love you.

PETER: Love you too, Aunt May.

Aunt May walks out of the room and closes the door behind her.

FOCUS on Peter sitting on the edge of his bed.

[INT. OSCORP PRIVATE LABORATORY - NIGHT]

Otto Octavius is working at a computer with the OZ FORMULA displayed on the screen in front of him. As he works his MECHANICAL ARMS move around the room operating the equipment. Norman Osborn enters the room.

NORMAN: Progress?

OTTO: [looks briefly over his shoulder at Norman and looks back at the screen] Results are varied. I've used the formula with various blood samples, both human and animal. It's very hit and miss. In some cases the Oz formula has killed off the host cells while in other subjects it enhances and mutates them. I've been unsuccessful in recreating the Parker boy's results. Spiders and cats have had the most varied results with the formula. Mixing the formula with rhinoceras and scorpion DNA, however, has had interesting results once introduced to human blood cells. [Turns to face Norman] But I can't be certain of the effect it will have until I have human test subjects.

NORMAN: Keep working. I'll find you a test subject. In the meantime I'd like to get a little closer to the Parker boy.

[EXT. MIDTOWN HIGH, QUAD - DAY]

Gwen and Peter sit together on the quad as other school students walk around, eating lunch, playing.

GWEN: So your aunt was really upset, huh?

PETER: Yea. She apologised later, but I've never seen her get like that. She's never lost her cool about anything.

GWEN: Sorry about that. Guess it's kinda my fault.

PETER: [shakes his head] Flash has been harassing me for years. It was a long time coming.

GWEN: I guess he got what he deserved. How did he even break his hand anyway?

PETER: [shrugs shoulders] Guess he must've just hit me wrong.

GWEN: I bet. I still can't believe you stood up for me like that. You've always been so quiet in school.

PETER: I kinda like keeping to myself and my study, but things have been different lately.

GWEN: It's nice. I never knew just how nice a guy you are. It's nice to have gotten to know you.

Peter smiles at Gwen. She smiles back.

GWEN: Hey, did your aunt really imply-?

PETER: [with a grin] That we were making out in the basement? Yea, she did.

GWEN: [teasingly] Well I hardly consider a kiss on the cheek to be making out.

PETER: I wouldn't know I've never made out with a girl.

GWEN: Never?

PETER: Never.

Peter and Gwen are both smiling as they laugh. Gwen slowly leans in towards Peter.

HARRY (O.S): Hey, you two!

Peter and Gwen pull away from each other.

FOCUS on Harry Osborn as he walks across the quad to Peter and Gwen.

PETER: Hey, Harry.

GWEN: Hey, Harry.

HARRY: Not interrupting am I?

PETER: [looking sideways at Gwen] No, of course not.

HARRY: I heard about what happened with you and Flash. Sorry I missed out on that.

PETER: You didn't miss out on much.

HARRY: Not what I heard. Everyone's going on about how you broke his hand.

PETER: I'm sure the storys are being greatly exaggerated.

HARRY: Yea, I'm sure. [winks] Anyways, what are you guys doing this weekend? Saturday night?

GWEN: Probably. My dad said he wanted to take me out.

HARRY: Oh? What about you, Pete?

PETER: I was just planning on studying and working in my lab.

HARRY: You mean your basement?

PETER: My lab.

HARRY: Well I got a better offer. The museum is hosting an exclusive gala this Saturday night to announce the opening of a new exhibit showcasing some "ancient treasures and artifacts" they found in some ruins in Africa. The centerpiece is supposed to be this rare gem that has all these scientists baffled. [Pulls three tickets out of his pocket] My dad asked me to give these to you. He even mentioned you by name, Pete. A gift for the spider bite at the labs the other day.

PETER: He already sent us a fruit basket. He doesn't need to give us musem tickets.

HARRY: Trust me, it'll be worth your while. My dad and I will be there with a bunch of other high profile people. There'll be a couple of scientists you might recognise and I even heard your buddy Octavius will be there.

PETER: [excited] Dr. Otto Octavius?

HARRY: That got your attention now, didn't it? [places the tickets in Peter's hand] Just think about it. There's enough tickets for you, your aunt and your uncle. [To Gwen] I even have a few more if you wanna come with your dad, Gwen.

GWEN: No thanks, Harry, but that's nice of you to offer.

FOCUS on Liz Allen with some friends.

LIZ: [waving] Hey, Harry!

FOCUS on Harry, Peter and Gwen.

HARRY: Guess I better be going.

GWEN: [gesturing to Harry and Liz] Are you two…?

HARRY: Dunno yet. We'll see how it goes. See ya, guys.

PETER and GWEN: See ya.

Harry gets up and leaves. Gwen looks at Peter.

GWEN: So? Thinking about going?

PETER: I dunno. Could be fun. Might be nice to get Uncle Ben and Aunt May out of the house for a night. It'd also be something good for them after last night.

GWEN: You should definitely go. I mean if Harry is right you might get to meet, Dr. Octavius. I can already imagine the look on your face.

PETER: No chance of you coming?

GWEN: Don't know.

BELL RINGS.

PETER: Guess we better go.

GWEN: Guess so. How about after school I come over later and we can work on our project?

PETER: Sure. Sounds good.

Gwen smiles. Peter and Gwen walk together across the quad towards the main building.

[INT. PARKER RESIDENCE, BASEMENT – NIGHT]

Peter and Gwen sit close together on the floor of the basement with BOOKS, NOTES and their PROJECT spread across the floor. The talk amongst themselves as they compare notes and work the project. There is a KNOCK from upstairs.

AUNT MAY (O.S): Can I come down?

PETER: Yes, Aunt May.

Aunt May comes down the stairs.

AUNT MAY: Dinner's almost ready. I was wondering if Gwen would like to join us tonight?

GWEN: That sounds great. My dad's working late tonight anyway.

AUNT MAY: Wonderful. It'll be on the table in five minutes so finish up your work and leave it for another day.

Aunt May goes back upstairs.

[INT. PARKER RESIDENCE, DINING ROOM – NIGHT]

Peter, Gwen, Uncle Ben and Aunt May all sit around the dining room table eating. Aunt May and Gwen talk casually to one another.

UNCLE BEN: [leans in close to Peter. Whispers] Think they'd notice if we snuck away?

PETER: [whispers] You really wanna risk it?

UNCLE BEN: [whispers] You go out the window and I'll make a break for the door?

AUNT MAY: You two aren't going anywhere.

Peter and Uncle Ben look up to see that Aunt May and Gwen have stopped talking and are looking at them.

UNCLE BEN: Oh, hey, girls. Peter and I were just-

AUNT MAY: Oh I know what you were just… but it's not every night that Peter has a friend over.

GWEN: It's been really lovely of you to have me over for dinner.

AUNT MAY: We enjoy having you over, dear.

GWEN: So are you guys excited for the weekend?

AUNT MAY: Well it'll be just like any other weekend I suppose.

GWEN: [looks at Peter] You haven't asked them yet?

AUNT MAY: [Confused. Looks at Peter] Asked us what?

PETER: Harry gave me some tickets for a gala at the museum Saturday night. He said they were a gift from his dad.

UNCLE BEN: He already sent us a fruit basket.

PETER: That's what I said. Anyways, I figured that it might be fun for us to go.

AUNT MAY: [looks at Uncle Ben] What do you think, Ben?

UNCLE BEN: Well I suppose it would be rude of us not to accept Osborn's generous invite. Guess I'll have to dig out a nice suit.

AUNT MAY: Will you be coming, Gwen?

GWEN: Not sure really. My dad was already planning on taking me out that night.

AUNT MAY: Well that sounds like a lovely opportunity to spend some time together. How is your father?

GWEN: Tied up a lot. Things have been really crazy lately with all this bird-man stuff.

UNCLE BEN: Oh, right. The guy robbing banks dressed like a canary.

AUNT MAY: Well then you tell your father that you're welcome here any time you need somewhere to stay for a night.

GWEN: Thanks. That's really nice of you to offer. [Gets up from the table] Anyways, I'd best get home. Thank you for dinner.

AUNT MAY: Our pleasure, dear.

GWEN: [To Peter] Walk me home?

Peter looks at Aunt May. She smiles and nods. Peter gets up from the table and walks with Gwen to the front door. Aunt May and Uncle Ben share a look with one another and smile.

[EXT. SUBURBAN NEIGHBOURHOOD – NIGHT]

Peter and Gwen walk side by side down the path. Peter is wearing a BACKPACK.

GWEN: You know your aunt is really sweet. It's so hard to imagine her going off at you the way you said.

PETER: I didn't believe it either.

Peter and Gwen stop outside her house.

GWEN: So what are you gonna wear?

PETER: What?

GWEN: To the gala? What are you gonna wear?

PETER: I dunno. I think I have a suit in my wardrobe for special occassions.

GWEN: What colour?

PETER: Black? Why so interested?

GWEN: I just can't imagine you all dressed up.

PETER: Well maybe I'll take a photo for you. Speaking of which.

Peter takes his backpack off his shoulders. He opens it up and pulls out a PHOTOGRAPH. Peter hands the photograph to Gwen.

GWEN'S POV: The photograph is black and white. It's perfectly focused on Gwen sitting on the floor of Peter's basement. It's not posed or forced. She appears completely natural and casual and has captured her perfectly.

GWEN: [awestruck] This is… This is amazing.

PETER: You're welcome.

Gwen looks up at Peter. She leans towards him about to kiss him when the FRONT PORCH LIGHT of Gwen's House turns on. Gwen pulls away from Peter and looks up the path to see CAPTAIN GEORGE STACY standing in the doorway.

GWEN: Guess I better go.

Peter nods.

GWEN: Night, Pete. Thank you for the photo. It's lovely.

PETER: Goodnight, Gwen.

Gwen walks up the path to her front door. She turns and waves and she goes inside. Peter turns around and leaves.

[INT. STACY RESIDENCE, GWEN'S BEDROOM – NIGHT]

Gwen is standing in front of the MIRROR on her dresser looking at the photo. She smiles as she slides the photo into the frame of the mirror.

[INT. PARKER RESIDENCE, PETER'S BEDROOM – NIGHT]

PETER'S POV: Peter looks at an identical print of the photo of Gwen.

CLOSE UP of Peter's face as he looks out the photo. ZOOM OUT and ROTATE to show that Peter is hanging upside-down in a crouched position on his ceiling.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Aunt May and Uncle Ben are dressed up for the gala. Aunt may is in an elegant red dress. Uncle Ben is dressed in a black suit with a tie. Aunt May is puuting on Uncle Ben's tie for him.

AUNT MAY: Peter, are you ready?

FOCUS on Peter as he comes down the stairs. He is dressed in a black suit with a tie. He stops at the bottom of the stairs.

AUNT MAY: Well don't you look wonderful.

PETER: Been a while since I've had to wear this.

AUNT MAY: Well it looks great. Where are your glasses?

PETER: I can see fine, Aunt May. I don't need them tonight.

UNCLE BEN: Hey, as long as you can show me where the food is you'll be fine.

Aunt May smacks Uncle Ben on the arm.

UNCLE BEN: Do I really have to wear a tie?

AUNT MAY: It's a formal event, Benjamin, so yes you have to wear a tie.

UNCLE BEN: Well I suppose if I run out of air at least I'll look good for my funeral.

AUNT MAY: Knock it off and stop complaining. Don't even joke about a such thing. [Takes a step back to look at Ben and Peter together.] There. You both look perfect.

UNCLE BEN: Well then let's get going. Don't wanna miss out on all the food. [Throws his arm around Peter's shoulder and leads him out the door] Come along, boy. This is all your doing, you know. The benefits of a spider-bite.

PETER: [smirks] You have no idea.

[INT. MUSEUM – NIGHT]

The gala is in full swing as people mingle with each other, examine the exhibits and take food from the buffet. FOCUS on the CENTRAL EXHIBIT in the middle of the room. A LARGE PURPLE-COLOURED CRYSTAL sits displayed in a bulletproof glass case.

Uncle Ben, Aunt May and Peter approach the central exhibit and examine the crystal.

UNCLE BEN: So this is what all the fuss is about, huh?

AUNT MAY: It's certainly beautiful.

UNCLE BEN: Don't get any ideas, May.

AUNT MAY: I have no idea what you could possibly mean, Benjamin.

UNCLE BEN: I know what's going through your head and there is no way we are gonna display this in the living room.

AUNT MAY: I was thinking the kitchen.

UNCLE BEN: Well let's see what Peter thinks. Pete?

PETER: [intensely examining the crystal] It's incredible. A crystalline metal found in the heart of a meteor. It's literally something from another world.

Uncle Ben and Aunt May look at each other completely lost by Peter's words.

UNCLE BEN: Well I think we've lost him, May. Might as well get some food.

Uncle Ben takes Aunt May's hand and escorts her away to the buffet. Peter continues to examine the crystal.

HARRY (O.S): It's something ain't it.

Peter turns around to see Harry Osborn. He is dressed in a black suit with a bow tie. Standing beside him is Liz Allen in a sleek and revealing blue dress.

PETER: Harry.

HARRY: [hugs Peter] Hey, Pete. Glad you made it.

PETER: [To Liz] Hey, Liz.

LIZ: Hey, Peter. Did Gwen come with you?

PETER: [Shakes head] I don't think she's coming tonight.

LIZ: Shame. Would've been nice to see another girl that's actually my age around here.

PETER: Harry's here.

HARRY: Oh funny, Pete.

PETER: I thought it was too.

LIZ: [To Harry] I'm gonna get a drink. Want anything?

HARRY: I'm fine thanks.

Liz stands up on her toes and kisses Harry on the cheek. She walks away and disappears in the crowd.

PETER: Well that was interesting.

HARRY: Yea?

PETER: Are you two actually dating?

HARRY: I suppose. I still had two spare tickets, the ones Gwen turned down, so I gave one to Mr. Williams. I figured he'd get a kick out of this. And then I asked Liz if she wanted to come with me. I gotta say seeing her in that dress it was like getting punched in the chest.

PETER: I'm no expert, but I'm pretty sure that means you like her.

HARRY: Yea. What about you and Gwen? Anything there?

PETER: I don't know really. There's been a few times where I thought something might happen, but nothing yet.

HARRY: Well keep at it, Pete. I'm no expert either, but the way I've seen her look at you I'm pretty sure she wants you too. [grabs Peter by the shoulder] Hey that reminds me. I gotta introduce you to someone.

Harry leads Peter through the crowd. They find Norman Osborn, dressed in an expensive looking suit, drinking a glass of scotch and talking with a small group of people. One of the men amongst the group is J. JONAH JAMESON. Early fifties. Dark, slightly greying buzzcut hairstyle dressed in a suit and smoking a cigar.

J. JONAH JAMESON: How many of you can say you've gotten a phone call from outer space? It does a father proud to hear his son's voice knowing that he's floating in a space station.

NORMAN: I can only imagine, Jameson.

J. JONAH JAMESON: Chin up, Osborn. Not all our sons can be astronauts.

NORMAN: Clearly.

HARRY: Dad?

Norman Osborn turns around to look at Harry and Peter. There is a TINGLE and Peter instinctively touches a spot on the back of his head.

NORMAN: Harry?

HARRY: Dad, this is Peter. Peter Parker.

NORMAN: Parker? Oh, Parker. A pleasure to meet you.

Norman reaches out and Peter reluctantly shakes his hand. CLOSE UP of Norman's and Peter's hands as Norman squeezes tightly. Peter looks at Norman with caution as they let go.

NORMAN: I'm terribly sorry for what happened the other week at our lab. I hope it hasn't made you think badly of our company and I offer my sincerest apology.

PETER: It's perfectly fine, Mr. Osborn, and the fruit basket and invite tonight wasn't necessary. Could've happened to anyone.

NORMAN: True, it could have been anybody, but at Oscorp we take an immense amount of pride in keeping our labs spotlessly clean and insect free. There hasn't been even so much as a fly in the entire building in our long company history.

PETER: Maybe the spider ate them all.

NORMAN: [laughs] I suppose that's possible. [Turns around to look for someone in the crowd] Otto!

Otto Octavius makes his way through the crowd. He's wearing an expensive suit, much like Norman's, and wearing stylish sunglasses. Peter touches the back of his head again as it TINGLES.

NORMAN: Otto, I want you to meet someone. [To Peter] Peter Parker this is Dr. Otto Octavius. Otto this is Peter Parker, a friend of my son.

OTTO: [shakes Peter's hand] A pleasure to meet you.

PETER: And you, sir.

NORMAN: Peter was just saying how we can attribute our fly-free labs to spiders.

OTTO: Is that so? Well I can assure you, Mr. Parker, your little accident was a freak occurrence.

PETER: I'm sure it was.

HARRY: Hey, Otto, how come I never see you without sunglasses on?

OTTO: How come I never see you with good grades?

HARRY: Touche. Anyways, Otto, I'm sure you'd be interested to know that Pete has been researching you for a school science project.

OTTO: [Looks at Peter] Is that a fact?

PETER: It's for our report on our trip to the lab. I was always curious, Dr. Octavius, does it hurt?

OTTO: Pardon?

PETER: The mechanical arms you use in your experiments. I read that you used a nanotech fibre wire of your own creation to pierce your skin and connect with your central nervous system. Does it hurt?

OTTO: [steps closer to Peter] Every time.

PETER: Have you ever considered using that technology to help amputees?

OTTO: The thought crossed my mind, but unfortunately the cost is too great. The only people it would benefit are people as absurdly rich as Mr. Osborn here. It would hardly be fair.

PETER: Of course. [Looks over his shoulder] Well I should go find my aunt and uncle. It was great to meet you both.

NORMAN: Ours as well. We're always keeping an eye out for the next big thing in science. Feel free to stop by Oscorp anytime and I'll arrange for a private tour to make up for the way the last one ended.

PETER: You've already been really generous, Mr. Osborn, but thank you. If I ever wanna do some research I'll be certain to pay a visit.

Norman grins as Peter turns and walks away through the crowd. FOCUS on Norman and Otto both grinning and their gaze remain completely focused on Peter.

FOCUS on Peter as he walks through the crowd looking for Aunt May and Uncle Ben. Peter stops and looks around. The crowd disperses slightly and we see Gwen Stacy dressed in a slick and elegant black dress. They both turn and see each other from across the room. Gwen smiles. Peter walks through the crowd until he's standing with Gwen.

PETER: I thought you weren't coming tonight. I thought you were going out with your dad.

GWEN: I did. He's around here somewhere. He's a guest of the Mayor. I was looking around trying to find you.

PETER: Well, you found me.

Peter and Gwen look into each other's eyes for a moment before Peter takes a step back.

PETER: [gesturing to his suit] So what do you think?

GWEN: You look great. Hard to believe you're the same person.

PETER: Thanks. You look amazing.

GWEN: It was my mom's. I didn't have anything else and this just happened to be my size.

PETER: I'm sure she'd be happy to see you wearing it.

Gwen smiles.

GEORGE STACY (O.S): Gwen!

George Stacy makes his way through the crowd until he stands beside Gwen.

GEORGE: I've been looking for you everywhere.

GWEN: I've just been here talking, dad. This is my friend Peter Parker.

PETER: It's nice to meet you, sir.

Peter and George shake hands.

GEORGE: Mr. Parker. I've heard plenty about you. You walked Gwen home the other night?

PETER: Yes, sir, that was me.

GEORGE: Well I appreciate you making sure she got home safely. However, I am Captain of the NYPD and as such it would have be nice to meet you before you try kissing my daughter outside my house.

GWEN: Dad?!

PETER: I wasn't trying to kiss her. Actually I think she was trying to kiss me. But I can understand why you'd want to meet me first and make sure that your daughter is with someone you approve of. I mean she's your only daughter, you love her and you'd do anything to protect her from guys who would take advantage of her and I respect that. But when a pretty girl tries to kiss you, you'd be hardpressed to not let her.

Gwen looks nervously between Peter and George.

GEORGE: You have a pretty big mouth don't you, Mr. Parker?

PETER: I get that from my uncle. He's always trying to lighten the mood with some sort of joke.

GEORGE: Well I'm sure I'll have to meet him sometime.

UNCLE BEN (O.S): Well you won't have to go far.

FOCUS ON Uncle Ben and Aunt May as they walk up and stand beside Peter. Uncle Ben holds out his hand.

UNCLE BEN: Ben Parker. And this is my wife May.

GEORGE: [shakes Uncle Ben's hand] George Stacy. Gwen's father. You're Peter's Uncle and Aunt?

AUNT MAY: Peter's lived with us since he was very young.

GEORGE: Well lately when I get home from work you're all I hear about from Gwen.

AUNT MAY: She's a lovely girl and we love having her over. She's such a good friend to Peter.

GEORGE: Well I appreciate it. I'm often kept out late by the job and so it's good to know that Gwen isn't sitting at home alone.

AUNT MAY: Well anytime you need to we live close by so don't ever hesitate to ask us to look after her.

GEORGE: Thank you. I'll keep that in mind.

UNCLE BEN: You know I've seen you on tv quite a few times.

GEORGE: Comes with the job. Being Captain of the Police Force means that everyone always turns to you when things are bad and expect you to tell them it'll all get better.

UNCLE BEN: Seems to be nothing but reports of this bird man every day.

GEORGE: Bird man? Look I don't know what to say about that half the time. I mean this guy is just some nut in a costume. He's nothing more than a criminal and an outlaw and sooner or later we're gonna get him.

FOCUS on Aunt May. She looks at Peter and winks gesturing for him to go off with Gwen.

UNCLE BEN: So there's no truth to the rumour he can fly?

Peter and Gwen look at each other and Peter gestures for them to get away.

GEORGE: Fly? An absurd rumour. Probably started by people who just wanted to get their fifteen minutes of fame and see their face on the news.

Peter and Gwen sneak away from Uncle Ben, Aunt May and George Stacy while Uncle Ben and George continue to talk about the bird man.

GWEN: Well that was a little embarassing. I wasn't expecting my dad to grill you like that. Sorry.

PETER: It's fine. Give it another week of hanging out together and Aunt May will start asking when we're planning the wedding.

Gwen and Peter laugh.

PETER: Were you really going to kiss me?

GWEN: [biting her lip] Yea.

PETER: [smiling] I guess you really liked the photo.

GWEN: It's one of the nicest things anyone's ever given me. I love it.

PETER: You know it seems like anytime you're about to kiss me something always disturbs us.

GWEN: Would you like to try again?

Gwen takes hold of Peter's hands. They move in close to one another. She moves her lips towards his. Peter's body stiffens as something TINGLES in the back of his head.

GLASS SHATTERS and people SCREAM as the BODY of a SECURITY GUARD falls through the glass dome of the museum's ceiling.

Peter moves so that Gwen is behind him.

George Stacy pushes Uncle Ben and Aunt May through the crowd to get them away.

Crowd disperses as a DARK FIGURE drops down through the OPEN DOME and lands on top of the security guard's body. CLOSE UP of ADRIAN TOOMES'S FACE as he stands up. He's in his late sixties, but his frail and sickly complexion makes him look closer to his eighties. We reveal the TECHNOLOGICAL ARMOUR that he wears. TIGHT FITTING to his body mostly coloured with green, black and white. Across his arms are LONG BLADE-LIKE STEEL FEATHERS that reposition and retract as Adrian moves his arms. He is THE VULTURE.

SECURITY GUARDS advance on Vulture with GUNS DRAWN. Crowds back away.

SECURITY GUARD: Put your hands in the air and get down on the ground!

Vulture looks around assessing the position of all the guards. CLOSE UP of VULTURE'S GAUNTLET. Vulture bends his wrist slightly and TWO SMALL BLADES move into position.

Vulture raises his arm and BLADES fire from his gauntlet. Two guards are killed. The guards open fire, but VULTURE'S ARMOUR and WINGS protect him. Vulture spins around firing another two blades killing two more. He advances on the last two guards raising his WINGS to shield himself from the bullets. At close range he spins and the BLADED EDGES of his wings cut down the last two guards.

Vulture takes a deep laboured breath and coughs. He regains his composure and turns to look around at the crowds of people.

FOCUS on Peter as he keeps Gwen shielded behind him.

FOCUS on Harry keeping Liz safely away from Vulture.

FOCUS on Uncle Ben, Aunt May and George Stacy standing amongst the crowd surrounding the Central Exhibit.

VULTURE: Ladies and gentlemen, I apologise for this disruption to your evening and I won't keep you for long. I just came for the crystal. So if you behave I won't have to kill anyone else.

FOCUS on George Stacy as he moves slowly through the crowds.

Vulture approaches the Central Exhibit and the crowds move away.

FOCUS on Norman Osborn and Otto Octavius as they watch calmly and intensely interested in Vulture.

FOCUS on Aunt May who is caught amongst the people.

AUNT MAY: Ben?!

As the crowds move away Uncle Ben is left standing between Vulture and the Central Exhibit. Vulture stops and looks at Uncle Ben.

VULTURE: You might want to move.

UNCLE BEN: You might want to reconsider what you're doing.

FOCUS on Peter watching Uncle Ben confront Vulture.

UNCLE BEN: You don't have to do this, you know.

VULTURE: Oh I think I do.

UNCLE BEN: Just turn around and walk away.

FOCUS on George Stacy as he kneels down beside the body of a security guard and takes his GUN.

VULTURE: [laughs and then coughs. Slowly steps closer to Uncle Ben] You say that like I have a choice.

UNCLE BEN: We all have a choice.

VULTURE: Not me.

Vulture swings his arm and the BLADED EDGE of his wing slices through Uncle Ben's chest.

AUNT MAY: BEN!

FOCUS on Peter.

PETER: UNCLE BEN! NO!

Peter rushes forward. Gwen tries to hold him back but his arm slips through her grip. Vulture turns to see Peter at the last moment. Peter SMASHES his fist into Vulture's face.

FOCUS on Norman Osborn and Otto Octavius smiling as they watch Peter.

Vulture stumbles back. BLOOD pours from Vulture's cheek where Peter has split the skin and fractured his cheek bone. As Peter attempts to take another swing Vulture grabs Peter by the throat and lifts him off the ground.

VULTURE: I'm not in the habit of killing children, but I'll gladly make an exception!

George Stacy aims carefully and fires at Vulture. The bullet ricochets off the SHOULDER GUARD of Vulture's suit. Vulture stumbles and drops Peter on the ground. As George fires more shots Vulture deflects them with his wing. Vulture lowers his wing for a moment and fires a SMALL BLADE. The blade cuts into George's cheek and slices through his ear. George stumbles back and falls.

Vulture scowls as he steps over Peter. He pulls a SMALL FREQUENCY DEVICE out of a compartment on his suit and places it against the BULLETPROOF GLASS. The device activates and a HIGH PITCH SOUND shatters the glass. Vulture grabs the CRYSTAL. He turns and walks back to the center of the room beneath the dome. He spreads his arms extending his wings and with a flap of his arms the suit activates and Vulture flies out through the roof of the museum.

Crowds are left dumbstruck. FOCUS on Peter as he recovers. He looks up at Uncle Ben's body lying on the ground.

FOCUS on Gwen as she rushes to George Stacy's side and helps him up.

FOCUS on Peter as he props himself up beside Uncle Ben. He's still breathing, but has lost a lot of blood.

PETER: Uncle Ben?

UNCLE BEN: [eyes struggling to stay open] Peter?

PETER: [tears in eyes] I'm here, Uncle Ben. You're gonna be okay. [Looks around at the crowds in the room who stand by and watch] SOMEBODY HELP!

Crowds look around in a daze uncertain of what to do. Some scramble for their phones.

FOCUS on Aunt May as she pushes her way through the crowds and runs to Uncle Ben and Peter. She kneels down beside them and lifts Uncle Ben's head into her lap.

UNCLE BEN: May.

FOCUS on a ONE-ARMED MAN dressed in a suit as he comes to Uncle Ben's side. This is DOCTOR CURTIS CONNORS. Late thirties, slicked back hair.

AUNT MAY: Are you a doctor?

CURT CONNORS: Sort of. I'm a biologist.

Curt rips open Uncle Ben's shirt to expose the wound. He pulls off his own jacket.

CURT CONNORS: It's deep and he's lost a lot of blood. [Places jacket on Uncle Ben's chest and presses down] We need to keep pressure on the wound.

AUNT MAY: [Cryin and stroking Uncle Ben's hair] Don't leave me, Ben. I- I don't know what to do.

SIRENS can be heard approaching.

UNCLE BEN: [grasps at Peter's jacket] Pe-ter.

PETER: I'm here, Uncle Ben. Just hold on. Help is coming.

UNCLE BEN: Take- care- of-

Uncle Ben lets out a last gasp of air and goes limp.

PETER: Uncle Ben? Uncle Ben?!

Curt releases pressure on the jacket and places his fingers against Uncle Ben's throat.

CURT CONNORS: I'm sorry. He's gone.

The room goes quiet. Aunt May breaks down crying. CLOSE UP of Peter still holding Uncle Ben's hand.

FOCUS on Gwen with George. Tears roll down Gwen's face.

FOCUS on Harry and Liz. Liz buries her head into Harry's shoulder as she cries.

PAN across the crowd of people all distressed by what they've seen.

FOCUS on Norman Osborn and Otto Octavius. Among a crowd of saddened faces and distressed people they are smiling.

[INT. PARKER RESIDENCE, LIVING ROOM – LATE AFTERNOON]

The house is filled with guests dressed in suits and black dresses. FOCUS on Aunt May sitting on the lounge with a handkerchief in her hand. George and Gwen Stacy walk up to Aunt May. George's ear has been stitched and bandaged.

AUNT MAY: [looks up at George and Gwen with tears in her eyes] George. Gwen. Thank you so much for coming.

GEORGE: Of course, May. And I promise you that we're gonna do everything we can to catch this guy.

AUNT MAY: I appreciate that.

GEORGE: If you need anything don't hesitate to call.

AUNT MAY: Thank you.

GWEN: Aunt May, do you know where Peter is?

AUNT MAY: Just call me May, dear. And I think Peter might be downstairs.

GWEN: Thanks.

Gwen walks away.

GEORGE: [Sits down next to May] How is Peter holding up?

AUNT MAY: I honestly don't know. Hasn't said more than two words since it's happened. I- I just don't know what to do. When his parents died I suddenly had to fill the role of his mother. And I've managed. I have. But Ben- He was always a natural with Peter and he's always been there to help me. I just don't know how I'll do it alone.

GEORGE: It's tough. I felt the same way when I lost my wife. I worked most days and so she would take care of Gwen while I was out. When I lost her I was lost in a sea of responsibility and I never thought I'd manage. It was too much. But we've managed and Gwen's her own woman now. So if I can do it, I'm sure you'll find a way to manage.

CURT CONNORS (O.S): May Parker?

AUNT MAY: [looks up at Curt who now stands in front of her] Yes?

CURT CONNORS: I wanted to properly introduce myself. My name is Curtis Connors. I'm a professor at Empire State University.

AUNT MAY: I remember you.

CURT CONNORS: I'm so sorry for your loss. I wish there was more I could've done for your husband.

AUNT MAY: You did what you could, Dr. Connors, and I'm extremely thankful for that.

CURT CONNORS: How is your son holding up?

AUNT MAY: Peter is our nephew and I'm not sure really. He keeps to himself. But- [looks at George] I'm sure we'll be fine.

[INT. PARKER RESIDENCE, BASEMENT – LATE AFTERNOON]

Peter is sitting at his desk wearing a suit, no tie, top few buttons undone. Peter is making adjustments to the SHOOTING MECHANISM he built. Gwen comes down stairs and stops at the bottom of the stairs. Peter looks over his shoulder and sees Gwen standing there. He gets up from his seat and looks solemnly at Gwen. Gwen walks slowly over to Peter and takes hold of his hands. Peter squeezes Gwen's hands tight as he closes his eyes and a tear rolls down his cheek. Gwen leans forward and kisses Peter. The kiss becomes more passionate as it continues.

[INT. OSCORP PRIVATE LAB – NIGHT]

Norman Osborn and Otto Octavius watch SECURITY FOOTAGE of the Vulture's Museum attack. FOCUS on the COMPUTER SCREEN as Peter punches the Vulture.

OTTO: He is impressive.

NORMAN: He's strong.

Norman pauses the video. CLOSE UP of Vulture's face.

NORMAN: Look at the disfiguration caused.

OTTO: A definite fracture. On the other hand his tech is rather impressive.

NORMAN: He looks familiar. Run his image through our system. I'd like to find our new friend.

OTTO: Friend?

NORMAN: He's a wanted criminal. He can't go to a hospital and he'll be in a lot of pain. I believe our formula might be exactly what he needs.

OTTO: I need better test subjects than a beaten down old man, Osborn.

NORMAN: We can always get more, Otto, but for now let's start with him.

[INT. PARKER RESIDENCE, BASEMENT – NIGHT]

Peter is working on his father's formula. He pours the formula into a SMALL CAPSULE. Peter seals the capsule.

Peter picks up his MODIFIED SHOOTING MECHANISM and places it firmly around his wrist. Peter inserts the capsule into a SLOT on the shooting mechanism.

CLOSE UP on Peter's hand as he makes a fist and squeezes tightly. He flexes and bends his fingers. Nothing he does triggers the PRESSURE MECHANISM that activates the SHOOTER.

Peter raises his hand toward the roof and presses down on the pressure mechanism with his MIDDLE and RING FINGERS. The shooter activates and a web-like string shoots from the NOZZLE and attaches to the ceiling.

Peter grips the WEB tightly in his hands and lifts his feet off the ground and swings into an upside position hanging from the web.

[INT. PARKER RESIDENCE, AUNT MAY'S ROOM – NIGHT]

Aunt May lies asleep in her bed with a PHOTO FRAME grasped in her hand. The door opens slightly and we see Peter look into the room. CLOSE UP of Peter's face as he checks on Aunt May before he closes the door.

[EXT. PARKER RESIDENCE – NIGHT]

Peter slings a BACKPACK over his shoulder as he walks down the front path. He's wearing a RED HOODIE. He pulls the hoodie up over his head as he turns down the street.

[INT. TRAIN – NIGHT]

FOCUS on Peter sitting alone in a train carriage. He looks out the window as he approaches the city.

[EXT. NEW YORK CITY, STREETS – NIGHT]

Peter walks down the street with hoodie on and hands in pockets. He looks around cautiously before he ducks into an alley.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

Peter walks part way down the alleyway. He stops and looks up the side of a building. Peter reaches into his pocket and pulls out a PAIR OF RED GLOVES and puts them on. Peter looks around to make sure the area is clear. Peter places his fingertips firmly against the wall and slowly pulls himself up off the ground. He starts to crawl up the side of the wall going faster and faster as he becomes more comfortable. As he nears the roof of the building he leaps back off the building and clings to the building opposite and continues to climb.

[EXT. NEW YORK CITY, ROOFTOP – NIGHT]

Peter flips up onto the roof of the building. He takes a deep breath and flexes his fingers with a slight grin on his face. Peter kneels down and takes his backpack off his shoulders. He opens the backpack and pulls out TWO WEB-SHOOTERS. Peter rolls up the sleeves on his hoodie and puts the shooters on firmly around his wrists. He stands up and puts the backpack back on. He walks to the edge of the rooftop.

PETER'S POV: We see the city streets far below as Peter looks over the building edge.

PETER: [takes a deep breath and looks up to the sky] Mom. Dad. Uncle Ben. If you're watching right now- Don't let me die.

Peter leaps from the edge of the building. He yells as he falls quickly stretching his arm out and pressing his MIDDLE and RING FINGERS down on the WEB-SHOOTER PRESSURE MECHANISM. A strand of WEBBING fires and clings to a building swinging Peter around. As he swings close to the building he fires another WEB to swing him away and further down the road. After a few more swings Peter starts to become adept at swinging down the street. He fires a strand of webbing and swings up onto a nearby rooftop. His landing is less than graceful as he rolls across the rooftop.

Peter coughs and brushes himself off as he stands up. He smiles.

WOMAN (O.S): HELP!

Peter spins around and runs to the edge of the rooftop and looks down into the alleyway below. In the alleyway is a woman pressed up against the wall cornered by three men with knives.

THUG 1: Shut up and give us everything!

Peter grits his teeth trying to decide what to do. He pulls a CELL PHONE from his pocket and dials 911.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

THUG 1 has the WOMAN gripped by the throat and pressed up against the wall with a knife at her throat. Two more THUGS stand by with KNIVES pointed threateningly at the woman.

WOMAN: [crying] Please just let me go! I don't have anything! I swear!

THUG 1: I said shut up!

Thug 1 grabs the woman's purse and snaps the CARRY STRING as he pulls it away from her. He throws it to THUG 2.

THUG 1: Check it!

As Thug 2 starts to look through the WOMAN'S PURSE a strand of WEBBING latches onto the purse and pulls it out of his hands. As Thug 2 looks up Peter, face concealed by his hood, kicks the thug in the face. As he falls back Peter fires two strands of web and pins the thug's hands to the ground. Peter spins around to face the other two thugs crouched in a SPIDER-LIKE position.

Before either Thug can move Peter fires a strand of webbing that latches around Thug 1's hand and knife. Peter pulls Thug 1 away from the Woman and SLAMS his fist into Thug 1's jaw. He grabs the knife and pulls it out of Thug 1's hand throwing it away and firing a quick WEB SHOT webbing the knife to the wall.

THUG 3 attacks Peter and swings his knife. Peter dodges and grabs Thug 3 by his wrist. He swings the thug around and slams him into the wall forcing him to drop his knife. Peter fires another WEB SHOT and webs the knife to the ground. Peter grabs both Thug 1 and Thug 3 and pushes them up against the wall with their backs towards Peter.

PETER: Is this what you want?! You would kill this woman for what? A few dollars?! Is this really what you want to be?! You need to change! Now! Before you become killers. [tear rolls down his cheek] Before you take the life of someone who means the world to someone else.

Peter throws the two thugs down onto the ground beside Thug 2.

PETER: Get out of here. If I ever catch you again I'll drag you to prison myself.

The thugs nod with fear in their eyes. Thug 1 and Thug 3 pull the webbing off of Thug 2's hands and pull him up off they ground. They scramble away and disappear down the alley.

Peter, with his back turned to the woman, peers over his shoulder at her careful not to show her his face.

PETER: Are you alright?

WOMAN: [nods, teary eyed] Y- Yes.

PETER: Good.

Peter walks over to the wall and looks up as he starts to climb. The woman watches in awe as Peter grabs her purse from a fire escape. Peter lets go of the wall and drops back down to the ground. He steps slowly towards the woman and hands her the purse being careful not to reveal his face to her.

WOMAN: Thank you.

PETER: [steps away from Woman keeping his back to her] You're welcome.

WOMAN: Wh- Why did you let them go?

CLOSE UP of Peter's face.

UNCLE BEN (V.O): You don't have to do this, you know. Just turn around and walk away. We all have a choice.

PETER: Everyone deserves a second chance. A chance to change their mind. A chance to walk away.

Peter looks out toward the street. SIRENS can be heard approaching.

PETER: You'll be safe now.

Peter steps towards the wall in front of him.

WOMAN: Wait!

Peter stops and peers over his shoulder.

WOMAN: Who are you? What's your name?

PETER: [hesitates] I- I don't have one.

Peter raises his hands up and fires two strands of web. He pulls back on the web and leaps up launching himself up. The woman watches as Peter latches onto the side of the building and crawls up disappearing onto the rooftop. Woman looks to her left as TWO POLICE CARS pull up on the street.

[EXT. NEW YORK CITY, ROOFTOP – NIGHT]

Peter looks down into the alley as the woman is assisted by POLICE OFFICERS.

[INT. PARKER RESIDENCE, BASEMENT – EARLY MORNING]

Peter sneaks down into the basement through the outside entrance. He pulls off his hoodie and web-shooters stuffing them into his backpack. He throws the backpack into the corner of the room before going upstairs.

[INT. PARKER RESIDENCE, KITCHEN – EARLY MORNING]

Peter comes up out of the basement and sees Aunt May at the sink washing dishes. Aunt May looks over her shoulder and sees Peter.

AUNT MAY: Peter?

PETER: [Wary] Morning.

AUNT MAY: I thought you were still in bed. What were you doing downstairs?

PETER: Working. I couldn't sleep.

AUNT MAY: You look exhausted, dear. You know you don't have to go to school today if you don't want to.

PETER: I'll be fine, Aunt May. If I need to I'll come home early.

AUNT MAY: [nods] Okay, dear. At least let me make you some breakfast.

PETER: Okay.

[INT. PARKER RESIDENCE, LIVING ROOM – EARLY MORNING]

Peter walks into the living room and sits down on the couch. He picks up the REMOTE CONTROL and turns on the TV. An early morning news program is on tv.

REPORTER: -remains unknown and anyone with information about the bank robbing duo is advised to contact authorities immediately.

Aunt May brings a bowl of cereal out to Peter. She stays at his side as the next report comes on.

REPORTER: In more recent news there was a mugging late last night or at least there would have been if a mysterious saviour hadn't come to the rescue of a fortunate New York resident. Thirty-two year old Fiona Capshaw says she owes her life to her rescuer and his "unique" talents.

News program CUTS to show FIONA, the WOMAN Peter rescued, being interviewed. The footage appears to have been taken during the night not long after the mugging.

FIONA: They grabbed me from behind and forced me into the alley threatening me with knives asking for my money.

[INT. OSBORN PENTHOUSE, LIVING ROOM – EARLY MORNING]

Norman Osborn stands in front of his WALL-SIZED TV with a glass of SCOTCH in his hand watching the news report.

FIONA: Then he came out of nowhere. I don't know how else to describe it except to say that he shot web, like a spider's web, from his hands.

CLOSE UP on Norman's face as he smiles.

FIONA: He disarmed them and in the end let them go.

[INT. OSCORP PRIVATE LAB – EARLY MORNING]

Otto Octavius is busy at work. His eyes are focused on the News Report while his mechanical arms operate and carry equipment around the lab. He's smiling.

INTERVIEWER: Why'd he let them go?

FIONA: He told me that everyone deserved a second chance to change.

INTERVIEWER: You spoke with him?

Fiona nods.

INTERVIEWER: And you have no idea who he was?

FIONA: [shakes head] I never saw his face. He just told me that I'd be safe before he crawled like- like a spider up the side of the building.

[INT. PARKER RESIDENCE, LIVING ROOM – EARLY MORNING]

Peter and Aunt May haven't moved. Both watch the report with interest. Report CUTS from Fiona to the Reporter in the studio.

REPORTER: Initial reports about the so-called "Spider-Man" were skeptical until our own reporters on scene found traces of the "webs" that were said to have come from the rescuers hands.

Report CUTS to an image of one of the THUGS' KNIVES stuck to the wall with WEBBING.

REPORTER: However, the webs dissolved an hour into forensic investigation. We caught up with Police Captain George Stacy.

Report CUTS to George Stacy standing on the street outside the alley.

GEORGE: I can neither confirm nor deny the claims behind a "Spider-Man" as dubbed by the media. All I can say is that we're going to be investigating the series of events that took place last night to determine if we can identify Ms. Capshaw's attackers and so-called rescuer.

News report CUTS back to Reporter in studio.

REPORTER: We'll be following this story as it progresses and will update you regularly with all the latest details. Now on to sports.

News report CUTS to Sports Presenter.

AUNT MAY: [irritated] First a man flying around dressed like a bird and now someone running around and climbing buildings like a spider? What is this world coming to?

Peter looks over his shoulder and watches as Aunt May walks back into the kitchen. FOCUS on Aunt May as she picks up a dish to wash and starts to clean it. She suddenly throws the dish and it shatters against the wall. She buries her head in her hands and starts to cry.

[INT. OSBORN PENTHOUSE, LIVING ROOM – EARLY MORNING]

Norman Osborn dials a number on his CELL PHONE and holds it up to his ear.

NORMAN: Otto?

OTTO (O.S): [On phone] I saw it.

NORMAN: I believe our boy has been busy.

[INT. OSCORP PRIVATE LAB – EARLY MORNING]

OTTO: How do you want to handle it?

NORMAN (O.S): [On phone] Find the bird. I'll get my associate to speed up his search for suitable test subjects. I want to give our boy some friends to play with. I want to see exactly what he's capable of.

OTTO: I'll speed up the search.

[EXT. SUBURBAN NEIGHBOURHOOD – AFTERNOON]

Peter and Gwen walk hand-in-hand down the street.

GWEN: Are you okay? You've been pretty quiet all day?

PETER: I'm fine. It's just- Did you see that news report on the "Spider-Man?"

GWEN: Peter, didn't you notice? It was all people were talking about at school today. Everyone saw it. [looks at Peter's saddened expression] Is something wrong?

PETER: Aunt May freaked out this morning. Hearing the news about the "Spider-Man" just reminded her of the guy that killed Uncle Ben.

GWEN: Peter- Your aunt's just going through a tough time. She just needs some time. You can't blame yourself for some guy running around the city like a spider.

PETER: Wanna bet?

Peter and Gwen stop outside Gwen's house. Gwen takes Peter's hands in her own.

GWEN: Listen. You can't blame yourself for what happened to your uncle. I know it hurts, [places her hand on Peter's chest where his heart would be] but he's always with you. And I know he wouldn't want you to blame yourself for what happened. Give it time and both you and Aunt May will find a way to move on. I know that's what he'd want.

Peter smiles. Gwen leans forward and kisses Peter.

GWEN: Feel better?

PETER: [smiling] Much.

GWEN: What's going through your head, Peter Parker?

PETER: An idea.

GWEN: [Cheekily] Gonna tell me?

Peter smiles as he cups Gwen's face with his hand. He leans forward and kisses her slowly. Gwen catches her breath as Peter pulls away.

PETER: I'll see you later.

Peter turns away and walks down the street. Gwen can't help but smile and lick her lips as she forces herself up the path to her front door.

[INT. PARKER RESIDENCE, PETER'S BEDROOM – MORNING]

Laid out on Peter's bed are a pair of BLUE TRACK PANTS, RED SOCKS, RED PAIR OF SHOES, RED BALACLAVA and BLUE FINGERLESS GLOVES. We see Peter sitting at his desk with a RED HOODIE. With a PERMANENT BLACK MARKER Peter draws a SPIDER SYMBOL on the back of the hoodie. As Peter finishes drawing the spider he looks at the clock on his wall. It reads: "8:47."

[INT. PARKER RESIDENCE, KITCHEN – MORNING]

Aunt May is making some toast for breakfast. Peter enters the room in a shirt and jeans with his backpack on.

PETER: Hey, Aunt May.

AUNT MAY: [turns to look at Peter] Oh good morning, Peter. Would you like anything for breakfast.

PETER: No thanks, Aunt May. I just felt like going into the city and maybe go to the library for a few hours if that's okay?

AUNT MAY: Is Gwen going with you?

PETER: [shakes his head] I was thinking of just spending some time alone today. Clear my head.

AUNT MAY: [solemn expression] Well, okay, but don't be home too late tonight, alright?

PETER: I won't, Aunt May. I'll see ya later.

Peter heads for the door.

AUNT MAY: Goodbye, Peter. I love you.

PETER: Love you too, Aunt May.

[INT. TRAIN – DAY]

Peter sits on a train headed for New York. He looks around at the other passengers in the carriage. A man sitting across from Peter is reading a newspaper.

CLOSE UP of the DAILY BUGLE NEWSPAPER. HEADLINE reads: "Is the Spider-Man real?"

FOCUS on Peter as he smiles.

[EXT. NEW YORK CITY, ROOFTOP – DAY]

Peter stands on top of a rooftop looking out at the New York City skyline. He places his backpack down and opens it. Peter strips down and starts to change.

CLOSE UP of Peter's WEB-SHOOTERS put on tightly around his wrists.

CLOSE UP of Peter's FINGERLESS GLOVES as he puts them on.

CLOSE UP of Peter's BALACLAVA as he pulls it over his face.

Peter pulls on his HOODIE and we FOCUS on the SPIDER SYMBOL on his back as he pulls the hood up over the balaclava.

Peter stashes his bag safely behind a vent on the roof. FOCUS on Peter as he turns and runs towards the edge of the roof and leaps off. He YELLS JOYFULLY as he falls and fires a strand of web. He swings around in the air and fires strand after strand of WEBBING as he swings down the street.

People walking down the street look up and point as Peter swings overhead.

CIVILIAN: Look! It's the Spider-Man!

[EXT. NEW YORK CITY, DINER – DAY]

A RUGGED MAN bursts out through the door of a diner with a GUN in one hand and a PAPER BAG full of CASH in the other. The DINER OWNER comes running out after the man.

DINER OWNER: Someone! Please help! Stop him!

FOCUS on THIEF as he runs shoving people out of his way. He's tripped up and he yells as he's lifted up by his legs off the ground. He drops the gun on the ground.

FOCUS on Peter perched on top of a LIGHT POST holding the thief off the ground by a web wrapped around his legs.

PETER: Oh sorry about that. Didn't see you running there. [Looks down at paper bag still clutched in thief's hands] Oh, hey! You brought a snack!

With his free hand Peter fires a strand of web and pulls the paper bag out of the thief's hand.

THIEF: Let me go you freak!

PETER: Sure thing.

Peter lets go of the web and the thief screams as he falls. He stops and hangs a few metres off the ground. Thief looks up to see that the other end of the web is attached to the light post.

Peter looks down and sees the diner owner amongst the crowd of onlookers. Peter throws the paper bag to him.

PETER: Keep that safe and put your kids through college.

DINER OWNER: [speechless] I-

PETER: Yea, I know. You're welcome.

Peter looks up as two POLICE CARS speed past with SIRENS BLARING.

PETER: Well that's my song. See ya!

Peter leaps off the lamp post and fires a strand of web swinging down the street in pursuit of the police cars.

[INT. BANK – DAY]

PAN through the room showing a large number of HOSTAGES down on their knees with their hands behind their heads. TWO MEN walk back and forth across the room seemingly impatient. One man is tall, over 6ft, large muscular figure, short cut hair. This is ALEKSEI "ALEKS" SYTSEVICH. An escaped Russian criminal. He's carrying a large NEGEV LMG. The other man is shorter, roughly 5'8", brown hair and long face. This is MACDONALD "MAC" GARGAN. American. Escaped criminal. Carrying AK-47.

MAC: Last chance, pigs! Clear our way out of here or we start killing hostages!

ALEKS: We should kill them anyway.

MAC: Only a few. We still need hostages. But ten or twelve bodies should get the point across.

[EXT. BANK, ROOFTOP – DAY]

Peter lands on the backside of the roof out of sight of the police on the main street. He crawls SPIDER-LIKE across the roof until he finds an AIR CONDITIONING VENT and climbs in.

[EXT. BANK – DAY]

FOCUS on George Stacy standing by his car. The street is lined with POLICE CARS and OFFICERS. The street is cordoned off with REPORTERS and CIVILIANS watching the situation.

GEORGE: [To an Officer] Where's my damn negotiator?

OFFICER: Still a couple minutes away, sir.

GEORGE: And SWAT?

OFFICER: At least twenty, sir.

GEORGE: Dammit. [grabs the speaker for the PA system in his car] This is Captain George Stacy of the NYPD. All I care about right now is the safety of those hostages. If you cooperate with me and can guarantee me that you won't hurt or kill any of the hostages I can arrange a clear path out of here in the next thirty minutes.

MAC (O.S): [From inside the bank] Stop stalling, pig! Just get out of here and let us leave!

[INT. BANK – DAY]

FOCUS on Mac's face as he talks.

MAC: You got five minutes!

In the background behind Mac, Peter drops down from the ceiling. He kneels down and and puts his hands behind his head.

MAC: You still here after that and there's gonna be some fireworks!

Mac turns around and walks around the room looking at the hostages. He stops when he comes to Peter.

MAC: [confused] Aleks?

ALEKS: [turns to look at Mac] What?

MAC: You recognise that one? [Looks at Aleks] Was he always there?

ALEKS: [shakes his head] No.

MAC: [Walks up to Peter] Hey! [grabs Peter by the back of his hoodie and pulls him to his feet] Where'd you come from?

Mac looks at the back of Peter's hoodie and sees the SPIDER SYMBOL drawn on the back.

MAC: What the…?

Peter spins and grabs the AK-47 in Mac's hand and pulls him around to place Mac inbetween him and Aleks. Peter fires a WEB SHOT that covers Alek's eyes. Aleks drops his LMG and scrambles to pull the web off his face.

Peter pulls the M4 out of Mac's grip and kicks Mac away. Peter drops the M4 on the floor and WEBS it in place. Peter's head TINGLES. Peter dodges away from Mac as Mac tries to punch him. Peter is significantly faster. Mac takes a swing and misses. Peter slams his palm into Mac's chest making him stumble away on his feet. Peter fires two strands of WEB and sticks Mac's feet to the floor. Mac, still off balance, falls to the floor. Peter quickly WEBS Mac's hands to the floor and fires a WEB SHOT that covers Mac's mouth.

ALEKS pulls the web off his face.

ALEKS: You little punk!

PETER: What are you gonna do about it, ugly?

Aleks picks his LMG up off the floor.

PETER: Oh, right. That.

Peter's head TINGLES and he ducks behind a COLUMN as Aleks opens fire with the LMG. Peter leaps up and clings to the column. He fires a strand of WEB at the wall and swings off the column and around the room. Aleks follows him firing wildly as Peter swings quickly around the room using the columns as cover.

[EXT. BANK – DAY]

Screams and panic grip the crowd as GUNSHOTS ROAR from inside the bank. FOCUS on George Stacy's shocked expression.

GEORGE STACY: God dammit! Everyone move in!

OFFICER: Sir! It's too dangerous!

GEORGE STACY: There are innocent people in there! You get in there now!

[INT. BANK – DAY]

As Peter swings close to Aleks he let's go of his web and fires a SERIES OF WEB SHOTS. The web hits Aleks in the chest and knocks him back. A STRAY BULLET grazes Peter's arm and he falls to the floor. Peter looks up as Aleks advances. Aleks grabs hold of Peter and picks him up. He slams Peter into a column and then slams him into another column. Aleks lifts Peter up over his hand and throws him across the room. Peter hits hard and slides across the floor. He looks up as Aleks marches angrily towards him. Peter quickly fires two strands of WEB at Aleks's feet. Aleks trips and falls face first into the ground. Peter jumps onto his feet and shoots a SERIES OF WEB SHOTS that binds Alek's feet and hands to the floor and covers his mouth. Peter breathes a sigh of relief.

PETER: [looks at the unharmed hostages] Is everyone alright?

PAN across the faces of the hostages, some of who nod nervously.

FOCUS on Peter as his head TINGLES. He looks towards the doors and sees the police approaching. Peter leaps up and bounces off a column to reach the ceiling.

FOCUS on George Stacy as he and his officers break through the front door with guns raised. George is taken aback as he looks around and sees the hostages unharmed and sees Aleks and Mac webbed to the floor.

[EXT. BANK, ROOFTOP – DAY]

Peter struggles as he pulls himself out of the air conditioning vent and collapses on the roof. He breathes heavily as he grabs at his arm. He looks at his hand. FOCUS on BLOOD on Peter's glove.

[INT. BANK – DAY]

Officers assist the hostages and escort them out of the building. Two officers pull Mac and Aleks free and pull them to their feet.

FOCUS on George Stacy as he examines the webbing holding Mac's AK-47 on the floor.

[EXT. BANK – DAY]

Mac and Aleks are lead down the front steps of the bank and put into the back seat of a POLICE CAR.

[INT. POLICE CAR – DAY]

FOCUS on Mac and Aleks as they are placed in the back seat of the car.

PAN to reveal that the driver is Norman Osborn's associate, the BALD MAN.

[EXT. BANK – DAY]

FOCUS on POLICE CAR as it pulls away from the bank.

[INT. PARKER RESIDENCE, BASEMENT – NIGHT]

Peter stands in the middle of the basement. He has changed back into the clothes he wore when he left the house. He slowly pulls off his shirt and we see some minor bruising on his back. Peter gently touches the WOUND where the bullet grazed his arm. He winces slightly in pain.

GWEN (O.S): Peter?

Peter spins around and we see Gwen standing at the bottom of the stairs leading up to the kitchen.

PETER: Gwen? Wh- What are you doing here?

GWEN: Aunt May let me in. She said I'd find you down here. [Walks closer to Peter and looks at his bruising] My god what happened to you?

PETER: I, uh-

GWEN: [looks at gunshot wound] How did you do this?

PETER: [Grits his teeth] It's a gunshot wound.

GWEN: What?!

PETER: Gwen, please keep quiet. I don't want Aunt May to find out.

GWEN: Find out what? That you were shot at?

PETER: No.

Peter walks to his desk and picks up his red hoodie. He hands the hoodie to Gwen.

GWEN: [looking at the hoodie] What's this?

Gwen finds the Spider Symbol on the back of the hoodie. She looks up at Peter.

GWEN: Is this a joke? Seriously, Peter?

PETER: I am being serious.

GWEN: You mean to tell me you're the "Spider-Man?"

Peter takes a breath. He jumps and flips to cling to the ceiling. Gwen jumps back shocked. She looks at Peter as he hangs from the roof.

GWEN: My God! You- You're the-

Peter nods.

GWEN: So it was you they were talking about on the news?

Peter drops down from the roof.

GWEN: The bank robbery in the city? That was you?! That's how you got shot?

PETER: Shot at. But yea, that was me.

GWEN: [runs her fingers through her hair] My God!

PETER: You can't tell your father.

GWEN: Tell him what?! That my boyfriend is the "Spider-Man?"

PETER: Boyfriend?

GWEN: [pacing] I think I need to go.

PETER: [reaches for Gwen] Gwen, please!

GWEN: [steps away from Peter] Please, just- I need to think, okay. I mean look! [points to gunshot wound] You could've been killed, Peter. I- Just give me some time.

Gwen hands Peter back his hoodie and heads for the staircase leading into the backyard.

PETER: Gwen!

GWEN: [stops at the bottom of the staircase and looks back] I promise I won't tell anyone.

Gwen disappears up the stairs. Peter looks down at the Spider Symbol on his hoodie. He throws it angrily across the room.

[EXT. OSCORP WAREHOUSE – NIGHT]

A POLICE CAR pulls up outside of the Oscorp Warehouse outside of New York City.

[INT. POLICE CAR – NIGHT]

Mac and Aleks look out their windows confused.

MAC: [To driver] Hey! Hey you! Where the hell are we?

The Bald Man says nothing as he gets out of the car.

[EXT. OSCORP WAREHOUSE – NIGHT]

The Bald Man opens the backseat door. Mac and Aleks get out of the car. The Bald Man ushers them towards the warehouse.

[INT. OSCORP WAREHOUSE – NIGHT]

The Bald Man leads Aleks and Mac through the warehouse. It's mostly empty except for some unused lab equipment. Aleks and Mac are sat down at a table in the middle of the warehouse. The Bald Man stands close by.

NORMAN (O.S): My apologies for the confusion, gentlemen.

Norman Osborn walks up to the table.

NORMAN: I know you were expecting a police station.

MAC: Hey, I know you. You're Norman Osborn. What the hell do you want?

Norman sits down opposite Aleks and Mac and puts two folders down on the table. He opens one and starts reading.

NORMAN: Aleksei Sytsevich. Born in Russia. Arrested and jailed on numerous occassions for theft, assault, arson and sentenced to a life sentence for gang related killings. Four years into your sentence you escaped along with three others. You made your way to the border, got out of Russia, taking a few lives along the way I might add, and used your underworld contacts to make your way here to America leaving your family behind to starve in poverty.

Aleks jumps up from his chair with fist raised and grabs Osborn by his jacket.

ALEKS: The hell you know about me?!

A GUN COCKS and Aleks looks over his shoulder to see the Bald Man with a gun drawn on him. Aleks grits his teeth and lets Osborn go sitting back down.

NORMAN: [Opens other folder] Macdonald Gargan. Born in New York. Formerly a private investigator until you got involved with some less than scrupulous characters. Since your "recruitment" you have been involved in racketeering, extortion, blackmail and have been arrested twice, but released and never convicted on "lack" of evidence. [Closes the folder] Both of you are now indebted to one of the most powerful men in the city.

MAC: So what is it that you want, Osborn?

NORMAN: As you men can see I know everything there is to know about you and most importantly I know why you live the lives that you do. I'm here to offer you a chance. A chance to have power. To have strength. The means to take whatever you want. [To Mac] The chance to have the wife and family you always dreamed of. [To Aleks] The chance to make more than enough money to help your family escape poverty. [To both] All you need to do is say yes.

ALEKS: And if we say no?

NORMAN: You're free to leave and my associate will take you wherever you'd like to go, but if you say yes then my formula will give you all the strength in the world.

MAC: Formula?

NORMAN: You've heard of the "Spider-Man?"

MAC: What of him?

NORMAN: I created him.

MAC: [looks at Aleks] Created him?

NORMAN: If my formula could do such wonders for a seventeen year old boy imagine what it could do for you.

ALEKS: What's the catch?

NORMAN: Catch?

ALEKS: Nothing comes for free.

NORMAN: [smiles] No catch. We give you the formula, study the effects and you're free to walk out the door.

Mac and Aleks look at each other contemplating the offer.

MAC: I'm in.

ALEKS: As am I.

NORMAN: [grinning] Excellent.

[INT. OSCORP WAREHOUSE, UNDERGROUND LAB – NIGHT]

Norman leads Mac and Aleks into an UNDERGROUND LAB FACILITY beneath the warehouse. The Bald Man follows close behind.

FOCUS on Otto Octavius wearing his MECHANICAL ARMS as he makes the final preparations for the experiment. Along the wall there are LARGE CONTAINMENT UNITS. Two of them are open.

NORMAN: Is everything ready, Otto?

OTTO: Just waiting on you.

Mac and Aleks stop and look at Otto. They are visibly taken aback by his mechanical arms. Each of the four arms place their claws on the floor. FOCUS on OTTO'S BACK as the NANOTECH FIBRE WIRES extract from Otto's back. Otto winces slightly in pain before he steps away now separated from his arms.

MAC: So- Uh- How does this work?

Otto smiles.

SERIES OF SHOTS: Mac and Aleks are stripped down completely nude and step inside the tubes.

OTTO (V.O): We'll begin with a sedative for your safety.

Otto injects sedative in Mac and Aleks. Both quickly lose consciousness.

OTTO (V.O): I'll load in the formulas made for each of you-

Otto inserts a CANISTER labelled "SCORPION DNA" into MAC'S TUBE. Inserts a CANISTER labelled "RHINO DNA" into ALEKS'S TUBE.

OTTO (V.O): -And then it begins.

FOCUS on CANISTERS as the formula drains into the CONTAINMENT UNITS. The units quickly fill with an AIRBORNE STRAIN of the Formula.

OTTO (V.O): Believe me when I say that the effects of the formula may be- Intense.

FOCUS on MAC'S CONTAINMENT UNIT. The formula clouds our view of Mac. MAC'S HAND slams against the glass of the containment unit as it twists and contorts.

FOCUS on Norman and Otto as they watch with grins on their faces.

[EXT. MIDTOWN HIGH, QUAD- DAY]

Peter and Harry walk side by side across the Quad. Students all around play, talk, eat, etc.

HARRY: -and I kid you not Liz jumped ten feet out of her seat when the creature appeared. It almost made me jumped. After that she wouldn't let go of my hand. I swear she might've broken a few fingers. [Looks at Peter] Hey you okay, man? You even listening to me?

PETER: Yea, I'm listening. Liz jumped. Wouldn't let go of your hand. Broken fingers.

HARRY: What's up? You really don't seem yourself.

PETER: It's nothing.

Harry and Peter look around when they hear GIRLS' LAUGHTER. They see Liz and Gwen sitting with a group of other girls. All the girls appear to laugh happily while Gwen forces a smile. She looks up and sees Peter and Harry looking at her. Peter turns away and keeps walking.

HARRY: [sees Peter is walking away] Oh? [Jogs to catch up to Peter] Something up between you and Gwen.

PETER: Don't really wanna talk about it, Harry.

HARRY: I'm your best friend and you're not gonna tell me.

PETER: It's personal. Me and Gwen personal.

HARRY: You don't mean-?

PETER: Forget it. [Stops and turns to Harry] I'm not feeling the best at the moment. I'm gonna take the rest of the day off.

HARRY: You haven't had a day off school since ever.

PETER: [Starts to walk away] There's a first time for everything.

FOCUS on Gwen as she watches Peter walk away from Harry.

[EXT. NEW YORK CITY, ROOFTOP – DAY]

Peter stands on top of a building looking out at the skyline of New York City. He's wearing his SPIDER HOODIE COSTUME. He leaps off the building and free falls for a great distance before firing a strand of WEBBING and swings down the street.

[INT. DEPARTMENT STORE - AFTERNOON]

Gwen walks alone through a department store. She spots the FABRICS and walks over to take a look. As she looks through the various fabrics she comes across some RED and BLUE FABRICS.

[EXT. NEW YORK CITY, STREETS – LATE AFTERNOON]

A RECKLESS DRIVER speeds down the street with several POLICE CARS chasing behind. A MOTHER with her BABY in her arms crosses a pedestrian crossing. The SPEEDING CAR approaches and the Mother freezes as the car draws close.

Peter swings down and swoops the Mother and baby out of the path of the car. He places them safely on the path. He leaps up and off of a STREET POST and continues in pursuit of the car.

[INT. STACY RESIDENCE, DINING ROOM – NIGHT]

Gwen is eating dinner alone. The TV is on. A NEWS REPORT comes on detailing the CAR CHASE. Gwen looks up at the TV.

MOTHER: If it hadn't have been for "Spider-Man" my baby and I wouldn't be alive. I owe him our lives and want to thank him.

[INT. PARKER RESIDENCE, PETER'S BEDROOM – NIGHT]

Peter lies in bed awake staring at the photo of Gwen he has now placed in a photo frame and placed on his dresser.

[INT. STACY RESIDENCE, GWEN'S BEDROOM – NIGHT]

Gwen sits at her desk sowing RED and BLUE FABRICS together. We look over her shoulder at Peter's photo of Gwen in the frame of the mirror.

[INT. OSBORN PENTHOUSE, NORMAN'S STUDY – NIGHT]

Norman sits at his desk watching the News Report on the car chase on his COMPUTER. The Bald Man enters the room.

BALD MAN: Mr. Osborn.

Norman looks up from his computer.

BALD MAN: I found the bird.

[EXT. TOOMES AERODYNAMICS – NIGHT]

A car pulls up out the front of the Toomes Aerodynamics building and warehouse. FOCUS on Norman Osborn as he gets out of the car.

[INT. TOOMES AERODYNAMICS, WORKSHOP – NIGHT]

ADRIAN TOOMES sits in his workshop building a large RAY BLASTER. On a table nearby is the CRYSTAL stolen from the museum. FOCUS on Adrian's face heavily bruised and damaged from his encounter with Peter. It's poorly bandaged and on the table we see a nealry empty bottle of pain medication.

NORMAN (O.S): You're a hard man to track down, Mr. Toomes.

Adrian spins around and jumps to his feet to face Norman.

ADRIAN: Who the hell are-?! [Gets a better look at Norman] Norman Osborn?

NORMAN: Good to see your injury hasn't affected your vision.

ADRIAN: [scoffs] Even a blind man could recognise your foul stench. Now tell me what you're doing here. What does a big shot like you want with a washed up old man?

NORMAN: [Looks over Adrian's shoulder] What are you building?

ADRIAN: None of your concern, Osborn! [coughs] Now tell me what you want or get out of my building!

NORMAN: [grins] I caught your performance at the museum. I'm surprised I didn't recognise you. You're a big name in aerodynamics. Though I admit last time I saw a photo of you, you weren't so old or sickly and you still had hair.

ADRIAN: Get to the point.

NORMAN: I was impressed by your tech. How does it work?

ADRIAN: You think I'd tell you? I know about Oscorp's financial situation and I know how desperate you must be to give the world it's next "big" thing.

NORMAN: I don't need your tech. If I did I would've just had you killed and taken it by force.

ADRIAN: Typical.

NORMAN: I know about your disease, Toomes.

Adrian grits his teeth.

NORMAN: I know that it's rare, I know that there's no cure and I know that it's killing you. I assume the machine you're building is an attempt to cure yourself and you figure your prize from the museum will be a catalyst for your machine.

ADRIAN: My prize? [gestures to the crystal] Do you not know what that is? It's a metal, not found on this planet, capable of absorbing sound, energy and vibration and amplifying it a thousand fold. That, Osborn, is the future.

NORMAN: Maybe so, but can you guarantee youself that you'll live long enough to see that future? I can offer you a faster alternative.

ADRIAN: An alternative?

NORMAN: I've created a formula. I call it Oz. It could be a cure.

ADRIAN: Ah, so you want me to be your guinea pig?

NORMAN: I don't need a guinea pig.

ADRIAN: Then I fail to see why you've come to me. What is it that you want? What is it that you gain? I know well enough about you Osborn and you aren't the charitable type. So what motive do you have for coming here and offering me a cure for my condition?

Norman reaches into his suit pocket and pulls out a BUSINESS CARD.

NORMAN: My motives are my own. [hands card to Adrian] You know what I'm offering. If you're interested in seeing what my formula is capable of come to the address on the back. And if you don't come- well- I'll be sure pay my respects at your funeral.

Norman turns and leaves. Adrian looks over at the crystal sitting on the table.

[EXT. MIDTOWN HIGH – AFTERNOON]

Teenagers file out of the school at the end of the school day. FOCUS on Gwen walking with Liz. Gwen looks through the crowd and sees Peter. Peter looks back over his shoulder and sees her looking at him. Liz puts her hand on Gwen's shoulder. Gwen turns to look at her.

LIZ: Hey, Gwen, some of the girls are heading to the mall. Wanna come with?

Gwen looks back over at Peter who is already walking off down the road.

GWEN: I'll pass. Think I'm just gonna go home.

LIZ: Still fighting with Peter?

GWEN: [avoiding question] I'll talk to you later, Liz. [Walks away] Say hi to Harry when you see him.

LIZ: Sure, no problem.

[EXT. NEW YORK CITY - AFTERNOON]

Peter, in costume, webslings through the city. As he swings around the corner of a block he lets go of his WEB and falls through the air for a moment before clinging to the side of a building. He turns around and sits in a crouched position against the wall of the building. Peter looks up and down the street expecting some sort of trouble, but there's nothing. He looks out towards the water and sees the sun starting to set on the horizon. Peter leaps off the side of the building firing a strand of webbing and swinging down the street.

[EXT. PARKER RESIDENCE – NIGHT]

Peter, out of his costume, walks up the path to his house and walks around the side to the backyard. He opens the cellar doors and goes down the steps closing the doors behind him.

[INT. PARKER RESIDENCE, BASEMENT – NIGHT]

FOCUS on Peter as he comes down the steps. He takes off his backpack and drops it on the ground as he reaches the bottom of the steps. Peter looks up and stares in disbelief. Gwen is sitting at Peter's desk asleep with her head resting on her arms. There's a twitch in Peter's lip as he fights back a smile and walks over to her. He kneels down beside her and puts his hand on her shoulder.

PETER:[quietly] Hey. Gwen?

Gwen stirs and her eyes flutter open. She slowly sits up and rubs her eyes.

GWEN: [drowsy] Sorry. Didn't realise I was so tired.

PETER: It's alright. I don't mind. Does Aunt May know you're down here?

GWEN: [nods] She let me in. Said she didn't know when you'd be home, but I was free to stay and wait. She mentioned how you've been going into the city a lot every afternoon "job searching."

PETER: It was the best excuse I could think of. [Stands up] I'm sorry about the other day. I- I just didn't know how else to explain-

GWEN: It's okay. It's actually why I'm here.

PETER: Before you say anything can I say something first?

GWEN: Sure.

PETER: I know it might be hard to understand, but ever since that spider bite I've changed. I have this strength, these abilities and this power and I didn't know what to do or what was happening to me. When Uncle Ben died I wanted to hurt him. I wanted to kill the man who did it. So I went out looking for trouble and I found it. I saved a woman's life and I let her attackers go. The woman I saved asked me why I let them go and all I could think of was Uncle Ben. I thought about what he would've done. He would've let them go. Because with great power there comes great responsibility and with this power I have, I have a responsibility to help and protect others. I know it might be hard for you to understand and accept what I am and if you want nothing more to do with me I'll understand. All I ask is that you keep my secret and don't tell anyone.

Gwen looks up at Peter solemnly. Peter hangs his head afraid to look into her eyes. Gwen stands up and comes face to face with Peter.

GWEN: Peter, I hope you can understand why I freaked out the other day. For as long as I can remember I've said goodbye to my dad every morning scared that he might not be coming home at night because that's his job. But every morning I wake up and there he is, but because of his job he's not always around. Lately you've been one of the best friends I've ever had and you're always around when I need you. I mean a lot has happened since then. You were my first kiss-

Peter looks up at Gwen unaware that he was her first kiss.

GWEN: And with your uncle's death we've been so close lately. Then suddenly I find out that you can climb walls. I find out that you go out in a mask to fight criminals and, my god, you were shot at! I worry enough about my dad getting shot at, but you? I freaked out thinking about you getting hurt. Getting killed. All I could think about was the fact that my boyfriend was Spider-Man!

Peter nods slightly and looks down expecting the worst. Instead Gwen takes Peter's hand in hers.

GWEN: And then as I thought about it some more I realised something. My boyfriend is Spider-Man.

Peter looks up and looks Gwen in the eyes.

GWEN: I realised that you're still the same Peter Parker I've known all this time and as scared as I am to see you put on a mask and risk your life to help others- I can't help but love you.

Peter and Gwen look into each other's eyes for a moment before Gwen leans forward and kisses Peter. The kiss lingers for a moment before they pull away. Gwen and Peter both smile. A tear rolls down Gwen's cheek.

GWEN: I have a present for you.

Gwen turns and walks away to pick up a BAG sitting beside the desk she had been sitting at.

GWEN: [handing the bag to Peter] I spent almost all of last night and most of this afternoon making it. Guess it's why I'm so tired.

Peter opens the bag and reaches inside. He pulls out SPIDER-MAN'S MASK. He turns it over in his hand for a moment before looking inside the bag to see a full costume. Peter looks up at Gwen.

GWEN: Try it on.

CUT TO and FOCUS on Peter's feet, in costume, as he steps in front of a mirror. PAN UP and rotate around Peter's body showing off the full RED and BLUE SPIDER-MAN OUTFIT. Peter wears a RED BELT with POUCHES. On his back is a large RED SPIDER SYMBOL while on the front is a BLACK SPIDER EMBLEM. We look over Peter's shoulder as he looks at himself in the mirror without his mask on. Gwen walks up beside him holding the SPIDER-MAN MASK in her hand. She hands it to Peter and Peter pulls it on over his head. Peter admires the costume in the mirror for a moment before turning to look at Gwen.

GWEN: You look amazing. I was afraid it wasn't gonna fit.

PETER: [Admiring the costume] It's perfect. [opens a pouch on the belt] I can even carry spare web canisters in these. [Looks up at Gwen with adoration] You're amazing.

Gwen steps closer to Peter and puts her hands on his chest.

GWEN: Now you're Spider-Man.

Gwen moves her hands up Peter's chest and starts to lift up his mask to expose his lips. She leans forward and they kiss.

[EXT. OSCORP WAREHOUSE – NIGHT]

The Vulture descends out of the sky and lands outside the entrance of the warehouse. He looks around briefly before going inside.

[INT. OSCORP WAREHOUSE – NIGHT]

FOCUS on Vulture as he walks through the vast warehouse.

BALD MAN (O.S): Mr. Toomes.

Vulture turns to see the Bald Man walking up to him.

VULTURE: Who are you?

BALD MAN: I'm an associate of Mr. Osborns. He's expecting you downstairs in the lab. If you'd just follow me.

Vulture looks around warily before following the Bald Man.

[INT. OSCORP WAREHOUSE, UNDERGROUND LAB – NIGHT]

Norman and Otto stand side by side examining Aleks and Mac in their containment units. We can't see them. Otto is wearing his arms.

NORMAN: They're incredible. I could never have anticipated my formula would have this kind of effect.

OTTO: It will be interesting to see how the change has affected their mental state.

NORMAN: You did what I asked?

OTTO: [Nods] The nanomites I added to the formula will erase their memories if they're caught. They'll leave no trail back to us.

BALD MAN (O.S): Mr. Osborn.

Otto and Norman turn to see the Bald Man with Vulture following behind him. Norman walks up to Vulture to greet him.

NORMAN: Good to see you were willing to give us a chance, Toomes. [Gestures to Otto] Do you know Dr. Otto Octavius?

VULTURE: Only by reputation.

NORMAN: Otto has been helping me with development and testing of my formula.

VULTURE: So who did you use it on?

NORMAN: Sorry-?

VULTURE: You told me you didn't want me for a guinea pig which means you've already tested it on someone else. So who did you use it on?

Norman smirks for a moment. He walks over to one of his desks set up in the lab and picks up a folder taking something out of it. He walks back to Vulture and hands him a PHOTO.

NORMAN: I'm sure you might recognise him.

Vulture looks down at the photo in his hand. It's a photo of Peter Parker.

VULTURE: [touching the bandages on his face] The boy from the museum.

NORMAN: His name is Peter Parker. Lives in Queens with his aunt, frequently spends time with the Police Captain's daughter and attends Midtown High School with my son Harry. Nowadays, however, he seems to go by a new name.

Vulture looks up at Norman.

NORMAN: Spider-Man. Not only has the formula given him incredible strength and agility, but he also seems capable of climbing walls.

VULTURE: You tested the formula on a teenage boy?

NORMAN: It was an accident. He was bitten by one of our test spiders.

VULTURE: An accident?

NORMAN: Whether it was an accident or not the fact is that it happened and the results we've seen are incredible. Our formula is your best shot at a cure, Toomes. You either take it or you walk away.

Vulture looks over at Otto, who watches quietly, before looking back at Norman.

VULTURE: Fine. Do it. I warn you, though, if your formula doesn't work, if it doesn't cure me, I'll kill you first.

Norman grins. He steps aside as Otto approaches.

OTTO: We'll start with a sedative and I recommend taking off your suit.

VULTURE: No sedative. And the suit stays on.

OTTO: Then at least take a seat.

The Bald Man brings a seat over from one of Norman's Workstations. Vulture sits down. Otto pulls a SMALL JAR and a SYRINGE out of his pocket. Otto pushes the syringe through the lid of the jar and fills the syringe with the FORMULA. Otto places the jar back in his pocket and taps the syringe.

OTTO: This might be unpleasant.

Otto pushes the syringe into Vulture's neck and pushes on the plunger. He takes the syringe out and steps away. For a moment Vulture seems fine until suddenly he arches his back and yells. Vulture falls from the chair down onto his hands and knees yelling from the pain. His taloned fingers dig into the floor and tear away at the concrete. Vulture pulls the bandage off his face as his skin tightens.

Otto and Norman watch with smiles on their faces.

CLOSE UP of Vulture's wound and fractured cheekbone. We can hear the CRUNCHING NOISE as the bones heal themselves and we watch as the wounds heal over. Vulture yells out in pain for a moment more before he collapses to the ground. He doesn't move.

FOCUS on Norman and Otto who exchange a glance at each other.

CLOSE UP on Vulture's hand. His fingers twitch before they curl into a fist.

Norman and Otto watch as the Vulture recovers and pushes himself up into a kneeling position. He stands up and takes a deep breath exhaling slowly. He appears less frail, healthier and even a few years younger.

NORMAN: So how do you feel?

VULTURE: [Flexing his fingers] I feel- Fantastic.

Vulture turns and sees his reflection in the glass of one of the containment units. He touches his face where the wound used to be.

NORMAN: The formula has certainly done wonders to your injury and I'd say you look a few years younger even.

VULTURE: I can't feel it anymore.

NORMAN: What?

VULTURE: It's a funny thing. When you're sick your body knows that there's something in you that isn't supposed to be there. You can feel it. I can't feel it anymore.

CLOSE UP of Vulture's face as tears roll down his cheeks. His mouth twists into a smile as he starts chuckling to himself before bursting into a fit of laughter.

VULTURE: [stops laughing] Thank you, Osborn, for your gift.

NORMAN: It's my pleasure, but now that you're cured thanks to my formula I was hoping you could help me with something.

VULTURE: [no longer smiling] I should've known. Nothing comes for free with you.

NORMAN: You knew that when you came here, Toomes.

VULTURE: And what makes you think I won't simply kill you and leave?

NORMAN: [Smirks] Intuition.

Vulture grits his teeth.

NORMAN: [turns to Otto] Wake them up.

Otto looks over at Mac and Aleks's containment units. With his MECHANICAL ARM Otto reaches over and pushes the RELEASE BUTTONS on both units. The units BEEP as the doors lift open. FOCUS on Norman as he pulls a small REMOTE out of his pocket.

Mac is the first to step out of his unit. CLOSE UP of his CLAWED FINGERS as they grip the edge of the containment unit. We see the SCORPION for the first time. His skin is a hardened EXOSKELETON green in colour. His feet no longer have toes and they come to a point. Scorpion's head is completely encased by the exoskeleton except at the front where we can see the soft skin of his face. He has longer, more pronounced fangs. Most notable about his appearance is the large SCORPION TAIL that sways behind him.

Tears well in Scorpion's eyes as he looks at the creature he has become. He looks up at Norman and Otto with hatred in his expression.

SCORPION: [marching toward Norman] WHAT HAVE YOU DONE TO ME?!

Scorpion swings his clawed fingers at Norman. Otto grabs Scorpion's hand with one of his mechanical arms. Otto struggles against Scorpion's strength as he struggles to get free.

SCORPION: CHANGE ME BACK! CHANGE ME BACK!

NORMAN: [calmly] I can't. There is no going back.

Everyone freezes as there is a THUNDEROUS THUD that shakes the room. Everything looks up to see the RHINO has emerged from his containment unit.

Rhino stands over two metres tall. His entire body larger, more muscular and protected by a HARDENED PACHYDERM SKIN much like a Rhino. His face appears stretched and is one of the only soft spots on his body. Atop his head is a large HORN.

RHINO: OSBORN!

Rhino charges. Otto releases his grip on Scorpion and pulls Osborn out of Rhino's path with his mechanical arms. With a flap of his wings Vulture dodges out of Rhino's path. Scorpion rolls out of the way.

The Bald Man draws his gun and fires several rounds. The BULLETS bounce off Rhino's skin as he charges. Rhino lowers his head and skewers the Bald Man upon his horn and smashes him into the wall. The Bald Man falls to the ground in a heap. Rhino turns around scowling. He sees Norman and marches toward him shaking the room with every step.

RHINO: [pointing furiously at Norman] You did this to me!

NORMAN: You wanted power. That's what I gave you.

Rhino grabs Norman by his clothes and lifts him off the ground bringing him to eye-level. He raises his fist ready to kill Norman.

SCORPION: Aleks, stop! We need him!

RHINO: I want him dead!

SCORPION: He's the only one who can change us ba-!

Norman presses a button on the REMOTE in his hand. Rhino lets go of Norman and Norman drops safely to his feet as both Rhino and Scorpion fall to the floor convulsing and screaming out in pain. After a short moment Norman lets go of the button and Scorpion and Rhino relax.

SCORPION: What did you do?!

NORMAN: Nanomites. Dr. Octavius added them to the formula. Simple press of a button and the Nanomites attack your central nervous system. Suffice to say your lives are now in the palm of my hand. [Looks over his shoulder at Vulture] Don't worry, Toomes, you're nanomite free.

VULTURE: And why should I trust you?

NORMAN: Because they're on the floor and you aren't.

VULTURE: Then what is it that you want? Why all this? Why me? Why them?

NORMAN: Because you're thieves, criminals and killers. Because there's one thing, or shall I say one person, that you all have in common. Spider-Man.

SCORPION: Spider-Man?! That's what all this is about?!

NORMAN: I created him and as far as I'm concerned he is my property. He belongs to me! So here is what I'm offering. You find him. Draw him out. Then you bring him in alive. You bring him to me and I'll fill your bank accounts with all the money you will ever need and you can walk away.

RHINO: I don't care about money! I want you to change me back!

NORMAN: There is no back.

Rhino yells as he reaches for Norman. With a press of the remote Norman sends both Rhino and Scorpion into complete agony and pain.

SCORPION: St-op! Stop!

Norman lets go of the button and Rhino and Scorpion relax once more. Scorpion is still shaking from the pain.

NORMAN: [To Scorpion] Either one of you tries to go against me and you'll both feel more pain than you ever thought possible. You should remember that, Gargan, next time your friend tries something.

SCORPION: [Tears welling in his eyes] Just- Just tell me what to do.

NORMAN: [smiles] Bring me Spider-Man. Bring me Peter Parker.

SCORPION: Where does he live?

NORMAN: No. We can't have it come back to us. Attacking him at his home will only raise questions. Go into the city. I don't care what you do, but do whatever you have to, to draw him out and make him come to you.

VULTURE: And if I say no?

NORMAN: [Looks over his shoulder at Vulture] I gave you a gift. I gave you your life back. Consider Spider-Man repayment.

VULTURE: You didn't answer my question.

Norman grins. He pushes a second button on the remote. Vulture archs his back and drops to his knees yelling out in pain. Norman lets go of the button.

VULTURE: [breathing heavily] You lying son-of-a-bitch!

NORMAN: I was being nice. Now get out of here! All of you! And bring me Spider-Man!

Vulture rises to his feet scowling at Norman. Rhino gets to his feet and helps Scorpion get up. Vulture and Norman keep their eyes on one-another as Vulture walks past and heads toward the exit. Rhino and Scorpion follow. Norman and Otto look at one-another and smile.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Gwen and Peter watching a movie on the television. Gwen is lying down across the couch with her head in Peter's lap. Aunt May walks into the room.

AUNT MAY: I'm going to bed now, you two. Don't stay up too late.

GWEN: [gets up to look at Aunt May] Thank you again for letting me stay over, Aunt May.

AUNT MAY: You're welcome, dear. But remember, separate rooms.

PETER: [rolls eyes] Yes, Aunt May.

AUNT MAY: [heads up the stairs] Goodnight.

PETER and GWEN: Goodnight.

Gwen lays her head back down in Peter's lap and continues to watch the movie.

GWEN: You know I still don't understand this movie.

PETER: It's confusing at first, but trust me when you see how it ends it all makes sense. Especially when you go back and watch it again.

GWEN: How many times have you watched this?

PETER: A few.

GWEN: How many's a few?

PETER: More than a couple.

GWEN: That didn't answer-

Gwen's CELL PHONE starts ringing. She pulls it out of her pocket and answers.

GWEN: Hello?

GEORGE (O.S): Gwen, where are you?

GWEN: Dad? I'm at Peter's place. I sent you a message telling you-

GEORGE (O.S): Gwen, just stay there alright.

GWEN: [sits up] Dad? Dad, what's going on? Where are you?

GEORGE (O.S): Just stay where you are, Gwen.

The phone cuts out.

PETER: What's wrong?

GWEN: I don't know. He wouldn't say anything.

Peter grabs the TV REMOTE off the coffee table and starts to change the channels. He stops on a LIVE NEWS REPORT being broadcasted from a helicopter above CENTRAL PARK. GUNFIRE can be heard as a HULKING FIGURE can be seen charging down the street tossing aside cars in it's path.

NEWS REPORTER: -solute chaos for the past half hour as three unknown assailants have wrecked havoc in the streets around Central Park. Police are on scene engaged in a fierce fire fight that has already claimed the lives of both officers and civilians. The assailants motive is a complete- LOOK OUT!

TV jerks around to show a FIGURE flying straight towards the helicopter at high speed. The NEWS FEED cuts for a moment and goes to the NEWS STUDIO.

NEWS ANCHOR: [choked up] We seem to have lost the feed from our helicopter on the scene. We'll try to reestablish connection and continue to bring the story to you live as it happens.

FOCUS on Gwen and Peter on the couch. Gwen has tears welling in her eyes. Peter clenches his fists as he gets up off the couch and runs off toward the basement.

GWEN: Peter?

Gwen gets up and chases after Peter.

[INT. PARKER RESIDENCE, BASEMENT – NIGHT]

Peter pulls off his clothes as he runs down into the basement. He finds the bag with his COSTUME inside and starts to put it on. Gwen comes down after him.

GWEN: Peter what are you doing?!

PETER: I'm going out there.

GWEN: What do you mean you're going out there?!

PETER: I have see if I can help. [stops and turns to face Gwen] What is the point of being Spider-Man if I'm not there when people need me most.

GWEN: But my dad-.

PETER: [Pulling on civilian clothes over his costume] Your dad told you to stay here and that's what you're gonna do, but he didn't say anything about me. They're in a lot of trouble out there.

Peter finishes putting on his clothes over his costume and sees the tears in Gwen's eyes. He steps closer to her and places his hand on her cheek.

PETER: He's going to be alright, Gwen. I'm not gonna let anything happen to him.

GWEN: [crying] Bring him home, Peter.

PETER: I promise.

Peter leans forward and kisses Gwen for a long moment.

GWEN: What about Aunt May?

PETER: She should be asleep. With luck I'll be back before morning.

GWEN: Just be careful.

PETER: I will.

Peter places another quick kiss on Gwen's lips. He turns and runs up and out through the back entrance of the basement.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Gwen sits down on the couch and watches the news broadcast.

NEWS ANCHOR: We still don't have any feed from our news team-

Gwen changes the channel. Another NEWS REPORT is on with live footage from the streets around Central Park.

REPORTER: -heavy damage and loss of life as the fire fight rages on. We'll be on scene bringing you live footage as these events unfold.

[EXT. NEW YORK CITY, STREETS – NIGHT]

OFFICER: GET DOWN!

A group of POLICE OFFICERS scramble for cover as a car is hurtled through the air and comes crashing down on top of where they were standing.

We see officers sheltered behind a car firing at an OFF-SCREEN TARGET.

FOCUS on Rhino, standing in the middle of the street surrounded by the destruction he has caused, as bullets ricochet harmlessly off his hardened skin. He charges towards the police officers firing at him.

OFFICER: LOOK OUT!

Officers jump out of the way as Rhino impales the police car with his horn and flips it through the air. An officer laying on the ground fires his gun at Rhino, but the bullets have no effect. Rhino turns and grabs the officer and flings him into the air.

The officer screams as he smashes through the window of a building across the street.

CUT TO George Stacy sheltered behind a line of cars. At the far end of the street they can see Rhino as he continues his rampage.

OFFICER: Captain, we're pumping this guy with everything we've got, but nothing's gonna penetrate that skin.

GEORGE: Where's the SWAT teams I called in for.

OFFICER 2: Engaged in the park, sir. Another team is en route. We have air support, but they're having trouble up there.

[EXT. NEW YORK CITY, ROOFTOP - NIGHT]

Peter swings up on his web and lands on a rooftop a few blocks away from the chaos around Central Park. He pulls off his jacket and shirt revealing his costume underneath.

[EXT. NEW YORK CITY, STREETS – NIGHT]

FOCUS on George Stacy.

GEORGE: Get on the radio. I need every officer, every car, everything we have at our disposal. I don't know what the hell these things are, but-

OFFICER: [looks over the bonnet of the car] CAPTAIN, MOVE!

The officer pulls George out of the way as Rhino smashes through the barricade of cars. One car is flung through the air smashing into another car that pins the officers behind it. George gets up into a kneeling position and draws his gun firing several rounds at Rhino as he continues his charge down the street.

There is a HISS and Scorpion leaps up onto the roof of the car behind George. George spins and fires off a round that misses as Scorpion swings his tail around and knocks the gun out of George's hands. An officer fires at Scorpio, but the bullets are ineffective against his exoskeleton. Scorpion fires an ACID BLAST from the tip of his tail that melts through the gun and burns the skin on the officer's hand. Scorpion swings his tail around and knocks another officer away before he's able to fire off a shot from his gun.

George turns and makes a scramble for his gun. Scorpion turns his attention to George and leaps from the roof of the car. George turns as Scorpion descends on him.

Scorpion takes a sudden hit in mid-air and is flung across the street into a tree at the edge of the park.

FOCUS on SPIDER-MAN, in full costume, crouched down in a defensive position on the street putting himself between Scorpion and George Stacy.

SPIDER-MAN: Captain Stacy, I suggest you put as much distance between me, you and these guys as you possibly can.

Spider-Man looks over his shoulder at George. George looks back at him with a stern untrusting look.

SPIDER-MAN: Get out of here! Now!

TIME SLOWS as Spider-Man's SPIDER SENSE TINGLES in the back of his head.

Spider-Man turns just as Scorpion leaps towards him. Spider-Man fires a WEB SHOT that blinds Scorpion. Spider-Man flips backwards delivering a kick to Scorpion's jaw that sends him spinning through the air until he hits the ground. Scorpion pulls the webbing from his face and looks up to see Spider-Man leap off the ground toward him. Scorpion dodges a punch as Spider-Man lands beside him. Spider-Man and Scorpion exchange a series of blows, most of which are dodged. Spider-Man ducks underneath a swing of Scorpion's tail only to be caught by a punch. Scorpion manages to wrap his fingers around Spider-Man's throat and lifts him up off the ground.

SCORPION: So you finally decided to show your face!

SPIDER-MAN: [struggling] What? You mean this whole party is just for me?

SCORPION: You think you're funny? You won't be laughing once I'm done with you. It's your fault I'm like this and I'm going to make you suffer!

SPIDER-MAN: You mean you're that scorpion I flushed down the toilet all those years ago? No way! Tell me, are the rumours of alligators in the sewer real too?

Scorpion yells and hisses in frustration. He throws Spider-Man into the side of a car and Spider-Man falls to the ground in a heap. As Spider-Man recovers and gets to his feet and looks around to see George Stacy is still close by with gun in hand.

SPIDER-MAN: You're still here? I told you to get out of here! [Spider sense goes off] Oh crap!

Spider-Man uses a web to pull George into his grip and then dives out of the way as a dumpster comes crashing down where they were standing. Spider-Man swings away down the street. He drops to the ground and lets go of George.

SPIDER-MAN: Get out of here and don't make me say it again.

GEORGE: I'm not going anywhere.

SPIDER-MAN: Then just get to safety. I don't want your life on my hands.

GEORGE: And how do I know you're not with them?

SPIDER-MAN: Well considering how much they'd love to see me dead I'd say it's a safe bet.

Spider-Man leaps up and fires a web swinging down the street back towards Scorpion and Rhino. George grits his teeth and runs off to rejoin with the rest of his squad.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Gwen watches the TV intently. On the TV we see and overhead view of Rhino and Scorpion in the street. Spider-Man swings onto screen and lands on top of a car perched to strike.

REPORTER: From what we can ascertain from what we're seeing is that the long rumoured "Spider-Man" has appeared on scene.

Gwen rubs her hands together nervously.

[EXT. NEW YORK CITY, STREETS – NIGHT]

We look over Spider-Man's shoulder at Rhino and Scorpion side by side.

SPIDER-MAN: A rhino and a scorpion? Man I'd hate to see you're parents.

RHINO: [growling] Spider-Man! This is your fault! [starts to advance on Spider-Man] They want you alive, but I'd rather see you dead!

SPIDER-MAN: Alive? Who wants me alive? Can't I fight them instead?

Rhino yells at as he breaks into a charge. Spider-Man leaps over Rhino as Rhino smashes into the car he was perched on. Scorpion leaps and tackles Spider-Man mid-air. They hit and roll along the ground. Scorpion gets a firm grip on Spider-Man and rolls up into a standing position and throws Spider-Man into the side of a car. Scorpion fires an ACID BLAST from his tail. Spider-Man quickly rolls out of the way as the acid eats through the car. Spider-Man raises his arm to fire a WEB SHOT, but his SPIDER SENSE TINGLES and he quickly moves out of the way as Rhino slams his fist down where he was standing. Spider-Man leaps up and kicks Rhino in the back of the head to no effect. Spider-Man falls back and staggers away. Rhino dashes forward and grabs Spider-Man by the waist and flings him through the glass doors of a building.

[INT. BUILDING LOBBY – NIGHT]

Spider-Man rolls along the ground before sliding to a halt. He slowly gets up onto his feet.

SPIDER-MAN: [To self] Well that makes things interesting.

Rhino kicks down the metal frame of the door as he enters the building. He sets his sights on Spider-Man and marches towards him.

SPIDER-MAN: [To self] Can't fight him in here. Gotta get outside.

Spider-Man looks quickly over his shoulder. He fires a strand of WEB and latches onto a DESK in the lobby. Spider-Man pulls on the web and swings the desk around slamming it into Rhino. As Rhino recoils from the hit Spider-Man fires WEBBING at his face. Spider-Man somersaults over Rhino's head and runs for the doorway. Rhino pulls the web free of his face and chases after Spider-Man.

[EXT. NEW YORK CITY, STREETS – NIGHT]

As Spider-Man reaches the doorway, with Rhino close behind, He jumps and catches the top edge of the doorway swinging himself up onto the wall. Rhino charges out onto the street and slams into a car.

Spider-Man's SPIDER SENSE TINGLES and he leaps off the side of the building narrowly dodging one of Scorpion's ACID BLASTS. Spider-Man swings through the air while Scorpion on the ground fires a stream of ACID SHOTS up at him. Spider-Man lets go of his web on the upswing and gains altitude to get away from Scorpion's acid.

Spider-Man's SPIDER SENSE TINGLES, but it's too late. CLOSE UP of Spider-Man as he's hit from the side and slams into the side of a building. As he falls he quickly fires a WEB. He's too low and as he swings he slams straight into the ground and rolls to a stop.

Spider-Man groans in pain as he gets to his feet. We see Vulture land in the middle of the street. Scorpion leaps up onto the roof of a car to the left of Vulture. Rhino walks up and stands off to the right of Vulture. Spider-Man recovers and looks up at all three of them. FOCUS on Vulture grinning as he looks at Spider-Man.

SPIDER-MAN: [suppressing anger in voice] So what are you now? We have a Rhino. A Scorpion. What do I call you? The Turkey?

VULTURE: Don't play stupid with me, boy! I know you recognise me.

SPIDER-MAN: Sorry, but I don't make a habit of hanging around old guys dressed like birds.

VULTURE: Not even when they kill your uncle?

Though we can't see his face, Spider-Man is affected by these words. THUNDER rumbles in the sky. A storm is coming.

VULTURE: [walking towards Spider-Man] You can hide behind a mask, boy, but I know who you are.

SPIDER-MAN: What is it that you want? Why are you doing all this?

VULTURE: We want you. It's your fault we're in this mess. We were promised the thing we each desired most.

FOCUS on Scorpion.

VULTURE: Money.

FOCUS on Rhino.

VULTURE: Power.

FOCUS on Vulture as he steps within arms reach of Spider-Man.

VULTURE: A cure. We made a deal with the wrong man. I can only be grateful I was more fortunate than my compatriates. But now we're slaves and the only way to be free is to take you in alive.

SPIDER-MAN: I suppose you're not gonna be nice and tell me who you're working for?

VULTURE: [grins] You'll find out soon enough.

SPIDER-MAN: You don't have to do this, you know. I can help you. You don't want to be a slave? Then don't.

VULTURE: I don't have a choice.

SPIDER-MAN: We all have a choice.

VULTURE: Not me.

Spider-Man's SPIDER SENSE TINGLES. He jumps and somersaults over Vulture's head as Vulture swings his BLADED WING around. Rhino charges. Spider-Man fires a web and latches onto Vulture's back. He pulls and swings Vulture around slamming him into Rhino. Rhino stumbles and Spider-Man leaps out of the way as he slams into the wall of the building. As Spider-Man recovers his SPIDER SENSE TINGLES. He looks around as Scorpion delivers a powerful punch to his jaw. Spider-Man ducks underneath a swing of Scorpion's tail, but takes another punch to the chest. As Spider-Man stumbles backwards Rhino grabs hold and wraps his arms tightly around Spider-Man. Spider-Man struggles to break free, but Rhino is too strong. Vulture watches from the side as Scorpion smashes his fist into Spider-Man's jaw.

CUT TO George Stacy with a group of officers. They can see Spider-Man, Rhino, Scorpion and Vulture far off in the distance. Police cars block off the streets.

OFFICER: Captain! SWAT Teams are on approach through the park.

GEORGE: Tell them to engage the targets, but do not engage Spider-Man.

OFFICER: Sir?

GEORGE: Just do as I say!

OFFICER: Yes, sir!

CUT TO SWAT TEAMS moving up through CENTRAL PARK closing in on Rhino, Scorpion, Vulture and Spider-Man.

CUT TO a CLOSE UP of Spider-Man as he takes another punch to the face from Scorpion.

As Scorpion is about to punch again he freezes as TWO HELICOPTER SPOTLIGHTS shine down on them. Rhino and Vulture look up at the helicopters. Scorpion looks up and hisses.

The SWAT TEAMS open fire from the tree line of CENTRAL PARK. Scorpion shields himself with his tail and arm. Rhino turns his back to the gunfire. Vulture raises one of his BLADED WINGS to shield himself from the bullets. Scorpion swings his tail around and fires a stream of ACID. Three SWAT OFFICERS are hit by the ACID and it melts through their guns and body armour.

FOCUS on Spider-Man as he manages to twist his arm upwards and fires a WEB SHOT into Rhino's face. Rhino let's go of Spider-Man with one arm and grasps at the web on his face. Spider-Man, now with a free arm, swings upwards and slams his elbow into Rhino's face. Rhino stumbles backwards and Spider-Man drops to the ground free of his grip. Spider-Man looks up at Vulture who glares back. Vulture spreads his WINGS and launches himself into the sky. Spider-Man runs and leaps firing a WEB that latches onto Vulture's back. As Vulture flies up towards the helicopters Spider-Man swings through the air behind him.

Rhino looks up as Vulture flies up with Spider-Man hanging behind him. A hail of bullets bounces off Rhino's skin. He yells as he charges straight towards them.

Scorpion tackles a SWAT OFFICER to the ground. He swings his tail wildly around knocking down several other officers and fires several bursts of ACID from his tail.

FOCUS on Spider-Man as Vulture flies around moving in between helicopters as SWAT OFFICERS inside the helicopters open fire on Vulture. Vulture spins in the air as bullets ricochet off his armour. Spider-Man's SPIDER SENSE TINGLES as Vulture pulls up and suddenly drops back down underneath the nose of a helicopter. Spider-Man lets go of his web and the velocity launches him over the top of the helicopter narrowly missing the blades. Vulture extends his BLADED WING and flies close underneath the blades of another helicopter. His wing slices through the ROTOR SHAFT. Vulture dives quickly away as the ROTOR BLADES spin away and slice into the side of a building as the helictoper plummets to the ground. Spider-Man fires a web that latches onto the falling helicopter and he swings inside.

[INT. HELICOPTER, NIGHT]

Spider-Man quickly pulls the pilots out of their seats and pulls everyone in the helicopter close together. He fires a stream of webbing that wraps around them all.

[EXT. NEW YORK CITY, STREETS – NIGHT]

Spider-Man leaps out of the helicopter and fires a web that latches onto the underside of another helicopter.

CUT TO George Stacy and his officers.

GEORGE: Everybody down!

The helicopter hits the ground with an explosive impact. Sheets of metal are thrown in every direction. Some debris hits the cars and street around George and his men. Two officers are wounded by debris.

GEORGE: Get those men to an ambulance!

Three officers run to the aid of the two that are wounded. George looks up at Spider-Man hanging by his web from the underside of one of the SWAT Helicopters. Hanging below him still wrapped in webbing are the men he pulled from the destroyed helicopter.

FOCUS on Spider-Man as he slowly releases more webbing and lowers the RESCUED HELICOPTER CREW down to towards the ground. Spider-Man's SPIDER SENSE TINGLES. He looks around unsure of where the danger is.

RESCUED PILOT: [looking around and spots something] Look out!

Spider-Man looks around when he's suddenly struck by Vulture. Spider-Man lets go of his web and the RESCUED HELICOPTER CREW falls the last few feet to the ground.

FOCUS on Vulture and Spider-Man. Vulture has gotten a firm grip on Spider-Man as they fly over Central Park.

CUT TO Scorpion engaged in a fight against a group of SWAT OFFICERS. He swiftly moves around disarming them and cutting them down with his claws and tail. His exoskeleton shields him from a hail of gunfire. He spins around and fires a stream of ACID that quickly eats through the guns and body armour of several officers. Scorpion leaps through the air and tackles an officer to the ground. As he is about to strike him he looks up as Vulture flies overhead with Spider-Man in his grip. Scorpion hisses and leaps off the officer to give chase.

CUT TO Rhino as he swings a car around and throws it at a group of SWAT OFFICERS. He runs and grabs hold of an officer as more SWAT open fire on him to little effect. The SWAT hold their fire as Rhino swings the officer around and strikes at them like a baseball bat. Rhino stops when he sees Scorpion sprinting with incredible speed through the park. He looks up and sees Vulture with Spider-Man. He drops the officer in his grip and charges off through the park.

CUT TO Vulture and Spider-Man flying through the air over Central Park. Spider-Man struggles in Vulture's grip, but can't get free. He pulls his head back and slams his forehead into Vulture's face. Vulture yells and Spider-Man slips from his grip. As Spider-Man falls away he fires a web and latches onto Vulture.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Gwen is on her knees in front of the TV with one hand resting on the screen while nervously chewing on her fingernails.

On the TV they show LIVE FOOTAGE of Spider-Man being towed through the air behind Vulture who turns sharply again and again trying to shake Spider-Man free.

GWEN: Hold on, Peter. Just please hold on.

[EXT. NEW YORK CITY, STREETS – NIGHT]

FOCUS on Rhino as he charges through Central Park. He looks up at Vulture and Spider-Man in the sky above him.

CUT TO Spider-Man in tow behind Vulture. He fires another web with his free hand and latches onto Vulture's arm. Spider-Man pulls back on the web and Vulture yells out in pain as he spirals out of control. Spider-Man and Vulture fall through the sky and smash through a window into an office building.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

GWEN: [after seeing Vulture and Spider-Man smash through the office building window] No! Peter!

[INT. OFFICE BUILDING – NIGHT]

Spider-Man lies in the middle of a large office area. His costume is damaged and has torn open in some parts. Desks, chairs, computers and paperwork have all been thrown around from the impact. Spider-Man winces in pain as he recovers and pushes himself up onto his feet. He looks up suddenly as Vulture yells and comes flying across the room towards him. Spider-Man tries to fire a web, but nothing comes out.

SPIDER-MAN: Not now!

Vulture hits Spider-Man with full force and throws him across the room smashing into another desk before collapsing on the ground. Vulture walks up to Spider-Man and picks him up off the ground before smashing his fist into Spider-Man's jaw. Spider-Man recovers slightly and ducks underneath Vulture's BLADED WING as he swings it around. Spider-Man blocks a punch from Vulture and slams his fist into Vulture's ribs. As Vulture stumbles back Spider-Man tries to strike again, but Vulture blocks the punch and strikes Spider-Man in the jaw. Vulture quickly wraps his arm around Spider-Man's neck and grabs hold of Spider-Man's MASK with his free hand. Spider-Man struggles in Vulture's grip and slams his elbow into Vulture's ribs again and again until he let's go. As Vulture falls back he pulls Spider-Man's MASK off and Peter's face is revealed. Spider-Man fires a web with the WEBSHOOTER that isn't empty and latches onto Vulture's face. Vulture grabs hold of the web and pulls it free from his face. Vulture pulls on the web and swings it around, pulling Spider-Man off his feet, and launches him out through one of the side windows.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

Spider-Man smashes through the window and hits the wall of the building adjacent. He falls and hits two ledges on the way down before landing face down in the alley below. It starts to RAIN heavily as THUNDER rumbles overhead and LIGHTNING strikes.

CLOSE UP of Spider-Man/Peter's face with a LARGE CUT above his left brow and blood smeared across his face.

Rhino suddenly grabs Spider-man by the shoulder and lifts him up off the ground. He slams him up against the wall. Spider-Man is barely conscious.

RHINO: A kid? He really is a goddamn kid!

CLOSE UP of Spider-Man's hands as he pulls back his sleeve.

SCORPION: [walks up to Rhino] Who cares? Let's just hand him over and be done with it.

CLOSE UP of Spider-Man's hands as he removes a CARTRIDGE from his WEB SHOOTER.

RHINO: I say we keep hold of him.

SCORPION: What for?!

RHINO: We force them to change us back! I can't spend the rest of my life like th-!

Spider-Man suddenly smashes the CARTRIDGE against the side of Rhino's head. IT EXPLODES open and WEB FLUID wraps around Rhino's head. Rhino yells out in pain and drops Spider-Man to the ground. Scorpion hisses and fires a stream of ACID at Spider-Man. Spider-Man rolls out of the way and behind Rhino as cover as Rhino stumbles around trying to pull the webbing off his head and face. Scorpion's ACID hits Rhino in the leg. Rhino yells out.

SCORPION: [rushes toward Rhino] Aleks, I'm sor-!

Rhino swings his arm around and smashes Scorpion against the wall. Spider-Man makes a dash for it down the alleyway.

SPIDER-MAN: [To self] That should buy me some time.

As Spider-Man runs he pulls two CARTRIDGES out of a POUCH on his BELT. He starts to load his WEB SHOOTERS when he's struck from behind and knocked to the ground. Vulture grabs him and pulls him up onto his feet.

VULTURE: You little brat!

Vulture punches Spider-Man in the face.

VULTURE: All I wanted was to be cured!

Vulture punches Spider-Man again. Spider-Man's SPIDER SENSE TINGLES and he peers over Vulture's shoulder to see Rhino charging towards them. Vulture looks over his shoulder and sees Rhino.

VULTURE: Damn it!

Vulture lets go of Spider-Man and flies up to dodge Rhino's charge. Spider-Man, showing signs of weariness, leaps up toward Rhino and uses his hands to spring off the top of Rhino's head. Spider-Man lands and stumbles slightly on his feet as Rhino smashes into the wall at the end of the alley and breaks through it disappearing inside the building. Spider-Man quickly loads two new CARTRIDGES into his WEB SHOOTERS.

Spider-Man is hit from behind by Scorpion's tail and knocked into the wall. Spider-Man recovers quickly and dodges as Scorpion slams his fist into the wall where Spider-Man's head was. Spider-Man and Scorpion exchange a series of blows to each other. Spider-Man dodges around Scorpion's tail and grabs a firm hold of it. Scorpion tries to pull himself free. Spider-Man pulls on Scorpion's tail and swings him around slamming him into the wall. Scorpion gets back up quickly and throws a punch. Spider-Man grabs hold of Scorpion's fist.

Rhino yells as he charges out of the building he crashed into before. Spider-Man smashes his elbow into Scorpion's face. As Scorpion staggers backwards Spider-Man fires a WEB SHOT at Rhino. The WEB covers Rhino's eyes and blinds him. Spider-Man leaps and somersaults backwards onto the wall as Rhino blindly charges into Scorpion and knocks him down. Rhino trips over Scorpion's body and slams into the ground. Spider-Man leaps from building to building until he jumps up inside the window Vulture kicked him out of earlier.

[INT. OFFICE BUILDING – NIGHT]

Spider-Man lands inside and runs alongside the windows. He stops and looks out.

SPIDER-MAN'S POV: Looking out the window we can see that Rhino is directly below.

Spider-Man turns and fires two strands of web that latch onto two desks. Spider-Man pulls with all his strength and pulls the desks close to the window. Spider-Man lets go of his webs and kicks the window smashing it open.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

Rhino winces in pain as he starts to recover. He shields his face and looks up as shattered glass rains down on him.

[INT. OFFICE BUILDING – NIGHT]

Spider-Man pushes on the end of both desks and pushes them toward the window.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

Rhino gets up into a kneeling position. We look up toward the shattered window several stories above as the two desks are pushed out. Rhino looks up briefly before the desks crash down on him.

FOCUS on Spider-Man as he walks to the edge of the window and looks down. Rhino lies unconscious amongst the destroyed remains of the desks. Further down the alley Scorpion lies unconscious.

SPIDER-MAN: [To self] Two down.

[INT. OFFICE BUILDING – NIGHT]

Spider-Man steps away from the window and looks around the inside of the office. He sees his mask lying on the floor where Vulture had pulled it off. Spider-Man walks over and picks up his mask putting it back on.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

Spider-Man steps out to the edge of the broken window and looks up and down the alley for signs of Vulture. He leaps across the length of the alleyway and clings to the wall of the building opposite. Spider-Man starts to climb towards the roof. He stops when his SPIDER SENSE TINGLES.

VULTURE: Not so fast!

Vulture grabs Spider-Man off the wall. Using Spider-Man's body as a shield Vulture smashes through the wall of the building at the end of the alley.

[INT. BUILDING – NIGHT]

Vulture and Spider-Man fly and smash through a storage room full of boxes, cabinets and other miscellaneous items in storage.

[EXT. NEW YORK CITY, STREETS – NIGHT]

Vulture and Spider-Man smash out through the wall of the building above a busy street. People below run to dodge the debris.

Vulture gains altitude and flies up toward the roof of a skyscraper.

[EXT. NEW YORK CITY, ROOFTOP – NIGHT]

As Vulture clears the height of the skyscraper he releases Spider-Man from his grip and drops him onto the roof. Spider-Man hits and rolls across the roof. His suit has taken a lot more damage. There are large gashes in his arms, legs and chest. Spider-Man struggles as he pushes himself up onto his feet. Vulture lands on the rooftop and walks straight toward Spider-Man. Spider-Man tries to throw a punch. Vulture blocks and slams his fist into Spider-Man's jaw. Spider-Man raises his arm to strike again, but Vulture knocks him down with another punch. Spider-Man falls to the ground. Vulture places his foot on Spider-Man's chest and pushes down forcing a scream out of Spider-Man. Spider-Man grabs at Vulture's leg to try and force him off.

VULTURE: I have had enough of this, you petulant child! [twists his foot forcing another scream] All I wanted was to be cured, but because of you I am a slave! The only thing stopping me from killing you right now is the fact that they want you alive! You have been nothing but trouble for me and it's your fault that I'm in this situation! If I can't kill you then perhaps I'll just have to take it out on your dear old aunt or maybe even your girlfriend!

SPIDER-MAN: NO!

Spider-Man pushes up with all his strength and throws Vulture backwards off his feet. Spider-Man leaps up onto his feet and runs toward Vulture. Vulture tires to punch Spider-Man but misses as Spider-Man delivers a powerful blow to his jaw. They exchange a quick series of blows, but Spider-Man always has the upper hand. Spider-Man delivers another powerful punch that knocks Vulture back across the rooftop landing on his back. Spider-Man rushes toward Vulture. Vulture quickly gets up into a kneeling position and swipes at Spider-Man with his BLADED WING. Spider-Man leaps over Vulture and fires a web that latches onto the back of Vulture's suit. As Spider-Man lands on his feet he pulls on the web and swings Vulture around slamming him into an AIR CONDITIONING UNIT. As Vulture tries to get back up Spider-Man kicks him in the chest pushing him back against the air conditioning unit. Spider-Man reaches up underneath Vulture's armpit and rips out MECHANICAL WIRING.

VULTURE: No! Stop it! Don't!

Spider-Man grabs hold of Vulture's arm and rips the ARMOUR and WING off of Vulture's suit exposing his arm. Vulture tries to grab at Spider-Man with his other arm, but Spider-Man grabs hold and rips the ARMOUR free discarding it on the roof. Spider-Man fires two strands of webbing that wraps around Vulture tying his arms against his body. Spider-Man fires another set of webbing that ties Vulture against the air conditioning unit. Vulture struggles against the webbing, but can't get free. Spider-Man lowers his arms and breathes easier.

VULTURE: No! No you can't do this to me!

SPIDER-MAN: Can't? I just did.

Spider-Man starts to walk away.

VULTURE: That's it? You're just going to leave me here? The man who killed your uncle!

Spider-Man stops.

VULTURE: I killed someone important to you and you're just going to leave me here? Why? Why not get revenge? Why not kill me?

Spider-Man looks over his shoulder at Vulture.

SPIDER-MAN: Because I'm not you.

Spider-Man looks around as two POLICE HELICOPTERS arrive on scene. They shine their SPOTLIGHTS on Spider-Man and Vulture.

[INT. POLICE HELICOPTER – NIGHT]

PILOT: Captain Stacy, we have targets in sight. I repeat, we have eyes on Spider-Man and the bird.

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

George Stacy stands in the alleyway where Rhino and Scorpion lie unconscious. Police and SWAT teams populate the alley as they prepare to take Rhino and Scorpion into custody.

PILOT (O.S): Captain Stacy, are you there? We have eyes on Spider-Man and the bird.

[EXT. NEW YORK CITY, ROOFTOP – NIGHT]

Spider-Man looks away from the helicopters above and looks over his shoulder at Vulture.

SPIDER-MAN: Well Turkey-Man, seems like your date's arrived so I better go.

Spider-Man runs toward the edge of the roof.

VULTURE: Vulture!

[INT. POLICE HELICOPTER – NIGHT]

Pilot sees Spider-Man running.

PILOT: He's making a run for it!

[EXT. NEW YORK CITY, ROOFTOP – NIGHT]

Spider-Man leaps from the edge of the building and freefalls for a moment before he fires a web and swings away.

[INT. POLICE HELICOPTER – NIGHT]

PILOT: Captain Stacy! Spider-Man is getting away! Shall we pursue?

[EXT. NEW YORK CITY, ALLEYWAY – NIGHT]

GEORGE: Negative. Let him go.

PILOT (O.S): But, Captain?

GEORGE: I said let him go.

PILOT (O.S): Yes, sir.

George puts the radio down and watches as Scorpion is dragged away into custody.

[EXT. NEW YORK CITY, ROOFTOP – NIGHT]

CLOSE UP of Vulture with his head hung in defeat.

VULTURE: [To self] They call me The Vulture.

[INT. PARKER RESIDENCE, LIVING ROOM – NIGHT]

Gwen is on her knees in front of the TV half-smiling, half-crying. On the TV we see a shot filmed from a helicopter as Rhino, in animal restraints and being lead by officers with ELECTRICAL CATTLE PRODS is loaded into the back of a van.

REPORTER: This is the scene just outside of Central Park coming to you live as the unnamed assailants are finally being taken into custody after the devastation suffered by our city tonight. While we can confirm that the assailants have been arrested we cannot confirm if the "Spider-Man" has also been arrested and taken into custody.

FOCUS on Gwen as she smiles and a tear rolls down her cheek.

[INT. OSCORP WAREHOUSE, UNDERGROUND LAB – NIGHT]

Norman and Otto watch the live footage of Vulture's arrest on TV.

[EXT. NEW YORK CITY, STREETS – NIGHT]

VULTURE: Let go of me!

Vulture yells and struggles as he's being loaded into the back of a van. George approaches.

GEORGE: Adrian Toomes. It gives me great pleasure to be able to tell you that you're under arrest for the murder of Ben Parker along with everything else you've done tonight. You got anything to say for yourself?

VULTURE: [spits] This is all Spider-Man's fault and I know who he is! His name is-

[INT. OSCORP WAREHOUSE, UNDERGROUND LAB – NIGHT]

Norman presses a button on the REMOTE.

[EXT. NEW YORK CITY, STREETS – NIGHT]

Vulture throws his head back and screams out in pain before he slumps forward.

GEORGE: What happened to him?

Vulture stirs and lifts his head groggily.

VULTURE: Where am I? What's going on?

GEORGE: Hey!

Vulture looks up at George confused.

GEORGE: Who is Spider-Man?

VULTURE: [Confused] I don't know.

George shakes his head and steps away from Vulture.

GEORGE: Get him out of here.

Vulture is locked inside the van and the van pulls away heading down the street.

[INT. PARKER RESIDENCE, BASEMENT – NIGHT]

Gwen chews on her fingers nervously pacing back and forth. As she continues to pace we see Peter standing at the bottom of the back entrance stairs dressed in his civilian clothes. Gwen looks up and stops pacing when she sees Peter.

GWEN: Oh my god, Peter!

Gwen runs up to Peter and hugs him. He winces in pain.

GWEN: I'm sorry.

PETER: It's alright.

Gwen carefully brushes her hand across Peter's forehead. He's cleaned away most of the blood.

GWEN: [Looking at the cut above his brow] We need to get you to a hospital.

PETER: It'll be fine. I heal pretty quickly, you know.

GWEN: We need to at least put a bandage over it.

Peter nods. Gwen runs across the room and starts to grab CLEANING WIPES and BANDAGE WRAPS. Peter starts to take his clothes off slowly. We see the full extent of his cuts and bruises as he takes off his shirt. Gwen turns around and gasps when she sees Peter's injuries.

PETER: Don't worry, I'm fine.

Gwen's eyes tear up as she walks over to Peter. Peter sits down in his chair. Gwen kneels down beside him and starts to wipe some of the dried blood away with the cleaning wipes.

PETER: You know I think the costume is in worse condition than I am.

Gwen chokes back a laugh and smiles.

GWEN: I'll fix it for you.

PETER: I'm more worried about explaining this to Aunt May.

Gwen throws away the cleaning wipe she's using and gets another as she wipes the area around the cut on Peter's forehead.

PETER: [smiling] Your dad's fine, by the way.

GWEN: [stops cleaning Peter's wound and smiles] Thank you.

Gwen leans in slowly toward Peter and kisses him. She pulls away and looks at him for a moment before picking up the bandage wraps and starts to wrap them around Peter's heavily bruised ribs.

[INT. OSCORP WAREHOUSE, UNDERGROUND LAB – NIGHT]

Norman and Otto stand in the darkness of the lab watching the continued coverage of the aftermath of the attack in the city. The only light in the room is from the television screen.

REPORTER: -Confirmed that the "Spider-Man" was not taken into custody.

NORMAN: It appears the nanomites did their job. Toomes and the other two have lost all recollection and memory of the last few days. I'm impressed, Otto.

OTTO: I'm more impressed by the Parker boy's abilities. His power is incredible. [Turns to face Norman] What's next?

Norman looks across at Otto. His mouth twists into a sinister grin.

[INT. PARKER RESIDENCE, KITCHEN – MORNING]

Aunt May is making breakfast when Gwen walks into the room.

AUNT MAY: [looks over her shoulder and sees Gwen] Good morning, dear. Where's Peter?

GWEN: Already gone out. Said he had a lot on his mind.

AUNT MAY: Oh?

GWEN: My dad called us. Something happened in the city last night. Something big. But- They caught him.

AUNT MAY: Caught who?

GWEN: The bird man.

Aunt May is taken aback by the news.

AUNT MAY: And Peter's-?

GWEN: He left this morning when he heard the news.

AUNT MAY: [nods] I know where.

GWEN: If it's alright with you I was gonna head home and wait for my dad.

AUNT MAY: Of course, dear.

Gwen smiles. She turns and leaves.

CLOSE UP of Aunt May as she turns back to the breakfast she's making. She places her hand over her mouth as she starts to cry.

[EXT. CEMETARY – DAY]

Peter stands in front of a TOMBSTONE and looks down at the name on it.

PETER: I should've come sooner. I'm sorry. So much has happened to me lately and I just wish you could be here to help me figure it all out. So much I should've told you when you were still here. Maybe if I had done something you'd still be here, but you're not and still you're the one person I want to talk to more than anything right now. I have a secret that I need to tell you. Last night I came face to face with your killer. Every time I looked at him all I could see was that moment when I lost you. Every time I looked at him all I could think about was wanting to hurt him. Wanting to kill him. But as I looked at him all I could see was you.

FOCUS on the TOMBSTONE. It reads: BEN PARKER.

PETER: The way you stood up to him completely unafraid when all others ran. That's when I realised what you meant all those times you told me about power and responsibility.

[EXT. NEW YORK CITY – AFTERNOON]

We look out at the New York City skyline as we PAN UP the side of the EMPIRE STATE BUILDING.

PETER (V.O): I've been given a gift. A great power. And I promise you that I will use it responsibly. To help people who can't help themselves and to protect those who need it.

We reach the top of the Empire State Building and we see Spider-Man standing at the base of the spire.

PETER (V.O): The truth is, Uncle Ben, my secret-

CLOSE UP of Spider-Man.

PETER (V.O): I'm Spider-Man.

Spider-Man leaps from the top of the Empire State Building. We TRACK closely behind as he freefalls down the side of the building. He reaches out with his hand and fires a web and we swing up with him. We HOLD as Spider-Man swings down the streets of New York.

FADE OUT.

END.