ext. Outside New York street powerline - day

The camera pans over to an electrical technician who is setting up his construction truck to work on a power line that was knocked down during a current thunder/lightning storm that is going through New York City. As the man climbs up the poll it zooms in on his face

Maxwell Dillon

Of course they send the new guy out to work on the electrical power lines during a lighting storm. Bull shit. That's what this is.

The camera then pans back out and shows him working on the power line. As he works on it, it zooms in on his hands re-arranging the wires inside the power box. It then zooms out to a mid shot of him closing the box and proceeding down the trucks ladder. As he is walking down the camera pans out to a wide shot of him walking down the ladder. As he is walking down the ladder a bolt of lightning strikes the truck and shoots up the ladder shaking it, electrocuting Maxwell and knocking him off the ladder onto the floor from about 30 feet high. As he hits the floor his head whiplashes back onto the concrete opening his scalp and knocking him unconscious. The camera then quickly switches away and we hear a school bell ring.

Int. School hallway - Day

The camera then switches to a shot of Gwen Stacy looking through her locker. As she closes the locker door, it reveals Peter Parker leaning up against the locker next to Stacy's. As she closes it and see's Parker she is caught off guard and is startled by him and jumps back

GWEN STACY

God. Why?

Peter Parker

Why what?(chuckles)

GWEN STACY

Why do you always have to sneak up on me?

PETER PARKER

Because you're easily frightened?(reluctantly smiles)

GWEN STACY

(Glaring at Peter)

Come on. Lets go to physics

PETER PARKER

But wouldn't you rather stay here and just look at the beautiful school ceiling that is so wonderfully painted with the help from the tax payers dollars

The camera pans up to the roof showing that it is worn down and torn up

GWEN STACY

Well that's quite an observation Mr. Parker

Gwen moves close to Peter as if she is going to kiss him and at the last minute she moves away

GWEN STACY

Come on

Begins to walk away and looks back

GWEN STACY

We don't want to be late... Again

She extends her hand as an invitation for Peter to hold her hand. Peter then walks over, grabs her hand and the two begin to walk to the science wing of the school.

Int. Physics Room - Day

As the two walk into the classroom they notice a new kid, dressed in blue jeans, and a gray hoodie with the hood up, sitting in the back corner of the class. As the two sit down Peter leans over to Gwen

PETER PARKER

Uh. Whose that?

GWEN STACY

Who?

Peter then nod's his head over into the direction of the kid sitting in the back of the room

GWEN STACY

I'm not sure. I haven't seen him around before

Teacher

Alright class, calm down. We have a new student joining us today who just transferred in from a school in Brooklyn. This is Herman Schultz. Why don't you guys be nice and give him a hand if he needs anything

Flash Thompson

Herman? Wow! What a ridiculous name! Looks like you might be getting a break for awhile Parker

teacher

Flash thats enough. He's a new student, don't scare him away just as he gets here

Herman Schultz

Watch yourself kid. One day you'll be begging me for help

Whole class laughs

Teacher

Class! That is enough! Now. Open your books to page 366. We will be going over high frequency vibrations, and how it can level cities almost like an atomic bomb

As the teacher is talking the camera closes up on Herman's face as he sits up and takes notice. As the teacher finishes talking it switches over to Gwen and Peter having their own side conversation while working on an activity assigned by the teacher

GWEN STACY

Odd kid

PETER PARKER

What?

GWEN STACY

The new kid. He seems a little, I dont know, odd?

PETER PARKER

He's just new. I'm sure he'll come around and sweep you off your feet(laughs)

GWEN STACY

What?

PETER PARKER

Nothing just a little joke

GWEN STACY

Hmmm. Well, alright Peter whatever you say

The bell rings and the class begins to leave the room

PETER PARKER

I'm going to go talk to him

Peter then walks up to Herman and extends his hand in a friendly gesture

PETER PARKER

Hey man, I'm Peter

Herman looks up from putting his books in his bag, looks at his hand and then goes back to putting his books away

PETER PARKER

Right. Anyway, ignore Flash. He's just a prick to anyone and everyone

Herman picks up his back pack, begins to walk towards the door but stops shoulder to shoulder with Peter

HERMAN SCHULTZ

Ya know. I could care less about "Flash" and everyone at this school because I know I am about ten times smarter than everyone here and will be something larger then everyone here combined

He then walks away from Peter leaving him a little confused on what just happened. As he walks out of the classroom the camera pans over to Peter and shows him saying something under his breath

PETER PARKER

Well so much for trying to "help out the new kid." Have fun flash

The camera then shows Peter walking out of the classroom and over to his locker. As he walks over to his locker the scene switches

Int. Hospital room - Day/night

The camera then switches over to the construction worker from the opening scene laying in a hospital bed, bruised and scarred. As he is seen laying there, a nurse walks past the camera and picks up the clip board at the end of the bed. As she is looking through the papers, Maxwell slowly opens his eyes. As the nurse see's him open his eye's she is shocked and calls in for the doctor

Nurse

Doctor! Doctor come quick! He is waking up!

As he fully wakes up, the camera zooms in on his hand that tries to grab onto the metal bed handle but is shocked away

NURSE

Maxwell(Concerned voice) Maxwell can you hear me?

MAXWELL DILLON

Where? Where am I?

NURSE

In the hospital

MAXWELL DILLON

Why am I here?

Maxwell sits up quickly, scared and startled when hearing he is at the hospital. As he sits up the nurse quickly runs over to the bed side and try's to get him to lay down. As she puts her hand on him, a shock is sent off his body into his hand.

NURSE

You've been unconscious for the past three months. You were electrocuted and knocked off of your construction truck

MAXWELL DILLON

What? I... I dont remember any of this happening

As he lays back down the doctor walks into the room, grabs the clip board and begins to look through the papers

Doctor

Hello there Maxwell. That was quite some fall you had awhile ago wasn't it?

MAXWELL DILLON

I still don't understand what "fall" you guys keep talking about

Maxwell grabs the back of his head feeling a large scar from where he had hit it when he fell of the truck.

NURSE

He doesn't remember anything doctor

DOCTOR

Then its worse then we had thought

He looks back at Maxwell and walks over to the side of the bed

DOCTOR

Maxwell, you had a fall while working about three months ago. You were working during a thunder storm on a power line and were struck by lighting. The fall knocked you uncontentious and we weren't sure when you were going to wake up. We're going to keep you here for the next few days and if you feel any better we'll release you. Does that sound ok?

MAXWELL DILLON

Uh, ya sure doc. All I know is that my head is killing me, I dont know why I'm here and...

DOCTOR

Just relax and everything will be alright

The doctor looks over to the nurse

DOCTOR

Give him a little more to put him back out for a bit

The doctor then walks out of the room and Maxwell is shown falling back asleep

Int. Gwen Stacy's room - Night

The camera then changes to Gwen and Peter laying on Gwen's bed talking

PETER PARKER

I tried talking to Herman after class

GWEN STACY

And?

PETER PARKER

(chuckles)

Well, you were right when you said that he was "odd"

GWEN STACY

How so?

PETER PARKER

Well, to say the least he thinks he's better than everyone

As Peter talks the two hear a siren going off below in the city and Peter sits up quickly.

PETER PARKER

Can I?

GWEN STACY

Just be safe

PETER PARKER

I will, I will

Peter gets up off the bed and walks into the bathroom and changes into his Spider Man suit and then walks back over to the bed

GWEN STACY

You better come back

PETER PARKER

I will. Dont worry

Peter kisses Gwen and then runs, and jumps out the window falling into the city below.

Ext. New York City - Night

As he is falling, he shots out a web and begins swinging toward a speeding car, being followed by a group of police cars. As he swings behind he see's the speeding car crash into the side of a building and a man get out of the car. The man who gets out of the car then runs into an ally way

EXT. ALLY WAY OF NEW YORK - night

As the man is seen running through the ally he runs into Spider Man who is standing in front of him and falls to the ground

SPIDER MAN

Did you really think you would be able to get away on foot?

The man quickly stands up to his feet, pulls out a gun, and fires off three shots at Spider Man but the shots are fastly dodged

SPIDER MAN

Really man? You dont have anything better? Come on!

Spider Man shoots out two webs tripping the man and causing him to fall to the floor

thug

Who are you?

SPIDER MAN

Really? You don't know who I am? Saved the city from some big scary lizard thing? Looks dashingly handsome in this skin tight suit?

The thug stays silent and looks at Spider-Man in an odd way

SPIDER MAN

I'm Spider Man dude! Now, lets see who this criminal behind the ski mask is, shall we?

Spider Man walks over to the thug laying on the ground and takes his mask off revealing a man in his, mid 30's with long blond hair and a scruffy face. When Spider Man see's his face he steps back in disbelief

SPIDER MAN

It... It can't be?

Spider Man grabs his left arm and pulls up his sleeve revealing a star tattoo on his wrist

SPIDER MAN

You bastard!

Spider Man picks the thug up by the collier and throws him into the left wall.

SPIDER MAN

You think your tough killing innocent old men? Do you? Do you!

Spider Man then punches him across the face and the thug begins to bleed.

thug

I don't know what you're talking about!

SPIDER MAN

You're lucky I just dont kill you in your tracks! No. I'm above that. I'll just let you rot in prison

He then sprays the thug in a web and restrains him to the ally wall so that the police can take him into custody. When the police arrive Spider Man is nowhere to be found. The police then cut the thug out of the web and take him into custody.

ext. top of building - night

The camera then pans to Spider Man sitting on top of a building with his mask off and his cell phone in his hand. He then looks down at the phone and presses the voicemail button to listen to his voicemail's

Uncle ben(voicemail)

Hello Peter, I know things have been ruff lately, and I'm sorry for that...

Peter then pulls the phone away from his ear, burying his hands into his lap. As the camera shows his face, it looks as if Peter is about to cry

PETER PARKER

I'm so sorry Uncle... I wish I could have saved you

The camera then fades out

int. aunt may's house - day

The camera then fades in to the kitchen of Aunt May's house where it shows her sitting eating a bowl of cereal and watching the local news. As she is sitting at the table she hears a knock on the door and walks over to it

int. front door, aunt may's house - day

When Aunt May reaches the door the camera reveals two police officers standing on the outside of the door. She then opens the door and begins to talk with the two men

officer 1

May Parker?

Aunt may

Yes? Can I help you officer's?

OFFICER 2

We are here regarding the murder of your husband Ben Parker. Can we come in?

AUNT MAY

Oh yes. Please do. Have a seat in the kitchen and I'll call down Peter

The two officers walk past Aunt May and have a seat at the kitchen table where they lay out a few papers

AUNT MAY

(Calling up the stairs)

Peter! Come down here, there are some men down here that need to talk to us

INT. AUNT MAY'S HOUSE - DAY

Aunt May then walks back over to the kitchen table and Peter is seen in the background walking down the stairs

PETER PARKER

Whats going on Aunt... Can I help you officers?

OFFICER 2

We are here to talk to you about your Uncle's murder

Peter walks closer to the table

PETER PARKER

What of it?

OFFICER 1

Well we caught the man who did it last night. If you both would have a seat so we can go over a few things that would be great

Aunt May and Peter take a seat at the table across from the officers

OFFICER 2

Last night at approximately 10:56 PM we caught the man who killed Ben Parker in an ally way, in up state New York. The man's name is Adrian Toomes and has been one of the hottest car theifs, and thugs on the streets in the past year. We've been searching for this guy for a long time. He is looking at facing close to 15 years in prison with a possible death sentence. The court date is set for this upcoming Wednesday where all of this will be decided.

AUNT MAY

Its good to know that this man has finally been caught and that justice will be...

PETER PARKER

(Interrupting Aunt May)

What does this have to do with us?

OFFICER 2

What do you mean?

PETER PARKER

What does this have to do with us? Ya great you caught the man who killed my uncle. Now what? Do we just sit here?

OFFICER 1

I don't think you get it? This is a great victory for both you and...

PETER PARKER

No! I feel like we shouldn't have even been informed or anything on this. All it does is makes us relive a horrific event that neither my Aunt or I want to go back to

AUNT MAY

Peter calm down

Peter stands up and slams his hands down on the table

PETER PARKER

No Aunt May I won't calm down! I could have saved him! I could have helped him. But I didnt! I don't want to keep dwelling on something that I could have avoided!

Peter then turns around and walks quickly out the front door and begins to walk down the sidewalk. As he walks out the door, he slams it shut causing it to make a loud bang noise causing Aunt May to jump a little. The camera then switches to a distraught Aunt May

AUNT MAY

Well officers, I would like to thank you for coming over and letting us know

OFFICER 2

Don't worry about it mam. We're just doing our jobs. Should we inform you on the verdict of the trial?

AUNT MAY

Yes. Please do.

The two officers then get up from the kitchen table and walk out the door returning to their squad car.

ext. side walk - day

As Peter walks down the sidewalk we see a worried Gwen Stacy heading towards the Parker's home and towards Peter. When Gwen notices Peter she runs up to him worried about last night.

GWEN STACY

Peter!

Peter continues to walk by ignoring Gwen and obviously angry about the situation that had just occurred at his house

GWEN STACY

Peter! What is wrong with you?

Gwen has to walk fast to keep up with him and cuts him off to stand in front of him

GWEN STACY

Are you going to talk to me? You're being ridiculous

PETER parker

Adrian Toomes

GWEN STACY

Who is that?

PETER PARKER

He's the man that killed my uncle. Last night when I left to follow the sirens it was a car theft and it was the guy that killed my uncle. I helped the police arrest him and now he's in a holding cell waiting for his court case

GWEN STACY

Well thats great that now he's been caught right?

PETER PARKER

Its not enough.

Peter begins to walk away from Gwen but she grabs his left arm. As she grabs his arm he squints in pain and lets out a little groan

PETER PARKER

Ah!

GWEN STACY

(Worried tone)

What? Whats wrong?

PETER PARKER

Nothing. I just hurt my arm in the fight with the lizard

GWEN STACY

Are you sure you're ok?

PETER PARKER

Ya it just hurts

GWEN STACY

Come on. Lets go back to your place

Gwen tries to grab him and walk back to Peter's house but Peter doesn't move

PETER PARKER

I dont want to. I just want to go somewhere

GWEN STACY

Where?

PETER PARKER

Follow me

Peter grabs Gwen's hand and walks into an ally way just around the corner of a building on the corner of the sidewalk

EXT. ALLY WAY OF NEW YORK - day

Peter and Gwen continue to walk down the ally but Gwen stops confused on where they are going

GWEN STACY

Where are we going? Are you just taking me through all the ally's of New York?

PETER PARKER

Yes. I'm taken you to the Kingpin!

Gwen slaps Peter's chest

GWEN STACY

Don't joke like that! You know he has a hit on my family

PETER PARKER

Ya but you know I'd never let anything happen to you

Peter grabs Gwen and holds he close. As he is holding her he throw's up his right hand and lets out a web sending the two flying fast up the side of the building. The two then land on the top of a building

EXT. TOP OF BUILDING - day

Peter walks over to the side of the building

PETER PARKER

This is where I come to relax

GWEN STACY

The top of a building? You do know that they make spa's and stuff for that right?

Gwen walks over and wraps her arm's around Peter

PETER PARKER

Its my fault that my Uncle died

Peter breaks Gwen's hold and walks over to the corner of the building being followed by Gwen

GWEN STACY

No it wasn't Peter. You can't blame yourself

PETER PARKER

Why? I was the reason he left the house that night looking for me, I'm the reason that guy shot him. I was in the store that he robbed. I could have stopped him. But I didn't. I let him go and now my uncle's dead

GWEN STACY

But now the police have him. He's behind bars.

PETER PARKER

He should be dead

Gwen turns Peter around to talk to him face to face

GWEN STACY

Listen. You couldn't have done anything to change what happened that night. You can't blame yourself for something that was out of your hands

Peter looks down, looking disappointed

GWEN STACY

Cheer up

PETER PARKER

Its a little hard to

Gwen kisses Peter

GWEN STACY

Please?

PETER PARKER

Alright

Peter smiles and the camera fades out

ext. font of hospital - day

The camera then switches over to the front of a hospital showing the double sliding doors opening and revealing Max Dillon walking out of it. The camera then follows him as he walks outside and looks up to the sky. The camera then quickly switches to a shot of him in his apartment

int. apartment - day

The shot shows Max sitting at his table eating a yogurt and watching the news.

INT. APARTMENT - night

The camera then switches to a shot of him walking over to the microwave. He then opens it and puts a "TV Dinner" in and presses the start button. As the microwave cooks the meal he places his hand on the top and watches tv. As he stands there the camera switches to a close up of the microwave and reveals that it is starting to spark almost like a lightning storm on the inside of the microwave. The camera then switches back to focusing on Max. He notices the bizarre sparking and take his hand off the microwave. When he takes his hand off the microwave he is in shock. He then puts his hand back on the microwave and the sparking begins again

MAXWELL DILLON

What the hell?

Max then puts both his hands on the sides of the microwave and puts his face up to the plastic viewer on the front of the microwave. As he is looking into the microwave the camera switches to a first person view and shows the Tv Dinner beginning to shake. As the camera focus' on the Tv Dinner it explodes all over the microwave startling Max and causing him to jump back a little bit. As he jumps back the camera focuses on him.

MAXWELL DILLON

Gah!

Max grabs his hand in sheering pain. As he holds his hand he looks down at it and see's little sparks flaring off of his fingers.

MAXWELL DILLON

(yelling)

Whats wrong with me!

As he yells the camera then switches away from him and into Peter and Gwen's school

INT. PHYSICS ROOM - DAY

As the camera switches to the school a bell rings and reveals the Physics class room where we see numerous students walking in. The camera then switches over showing Peter getting his notebook out of his bag and showing the same teacher from before standing in the front of the room

TEACHER

Alright class. Today we will be going over...

As she is talking Herman(the new kid) walks in late, interrupting the teacher. As he walks in everyone in the class stares at him

TEACHER

Good morning Herman. Nice of you to join us this morning

Herman walks past her ignoring everything she is saying and sits down in his desk. The camera then switches to Flash who is crumpling up a paper. The shot then shows one of the boys sitting next to Flash patting him on the back

bully

Do it Flash

Flash then turns around and throws the crumpled paper at Herman. As the paper hits off of his head the entire class laughs and he stands up angerly and walks over to Flash. He then grabs his sweater in an angry/abrasive motion

HERMAN SCHULTZ

You think you're funny kid?

He then punches Flash across the face and the teacher runs over and pulls Herman away from Flash

TEACHER

That is enough! Herman! Get to the office now!

Herman then turns around and stands face to face with the teacher

HERMAN SCHULTZ

No! I'm done here. One day! One day you will be bowing down to me!

The class laughs at Herman as he storms out of the class room, meanwhile the teacher is shown walking over to Flash

TEACHER

Are you alright Flash?

FLASH THOMPSON

Ya I'm fine. His right hook has nothing on me(awkward chuckle)

The camera then switches to the Parkers house

INT. AUNT MAY'S HOUSE - DAY

The shot then shows Aunt May sitting in the living room watching the news while we over hear on the news:

TV(News Channel)

And right now we are getting news of a third bank robbery. This has all happened in a five hour time period ladies and gentlemen

Peter is then seen walking in through the front door

PETER PARKER

Aunt May I'm home

AUNT MAY

Peter in here. Come watch this.

Peter walks into the front room and sits on the couch with Aunt May

AUNT MAY

They're saying a high school kid has robbed three banks today

PETER PARKER

A high school kid? Well do they have a name of anything?

AUNT MAY

No he's wearing a mask

PETER PARKER

Weird. Where was the last bank he robbed?

AUNT MAY

On 51st why?

PETER PARKER

Uh no reason

Peter then jumps up quickly and runs up the stairs

PETER PARKER

I have a lot of homework to do Aunt May. I'll be down later

int. peter's room - day

The camera then switches to Peter in his room changing into his Spider Man suit. The camera then shows Peter crouching on his window and putting on his mask before jumping out the window and swinging away

ext. busy new york street - day

The camera then pans over to a shot of Herman Schultz walking down a busy street through crowds of people looking very suspicious and nervous. As he is walking he see's an apartment building and walks in. As he walks in the camera switches to a shot of Spider Man swinging. As he is swinging he notices the suspicious man and follows him inside

SPIDER MAN

Something tells me that he doesn't live here

int. apartment building - day

The camera then switches to a shot of Herman trying to open a door to one of the apartments. As he is trying to open it the neighbor from across the hall walks out from hearing the noise

neighbor

Having trouble?

The neighbor catches Herman off guard and causes him to jump a little bit

HERMAN SCHULTZ

Uh ya. I forgot my key

NEIGHBOR

You know I haven't seen you around here before. Are you sure this is the right building?

HERMAN SCHULTZ

I'm visiting my uncle for the month and forgot my key inside. Its fine. Just go back inside and do what you were doing

NEIGHBOR

I have my eye on you

HERMAN SCHULTZ

I'm sure you do

The neighbor then goes inside and Herman begins trying to get into the apartment. He is able to break the lock and rushes inside, closing the door behind him

INT. APARTMENT - DAY

The camera then pan's behind the door and follows Herman as he searches for something in the apartment. He then walks into the bedroom and pulls a safe out from under the bed and is able to crack the code insanely fast. When he opens the safe he see's two stacks of money, he takes the money, turns around and begins to walk away but as he turns around to walk away he see's Spider Man standing in front of him

SPIDER MAN

Ya know. I'm pretty sure that doesn't belong to you

HERMAN SCHULTZ

Get out of my way

SPIDER MAN

Not gonna happen

HERMAN SCHULTZ

Why are you here?

SPIDER MAN

Because its my job to take you to jail

HERMAN SCHULTZ

You're not a cop

SPIDER MAN

Good job captain obvious! Aren't you just a super genius?

Spider Man then sprays him in the face with web and ties him up. He then picks him up and brings him over to a window with a flag poll out in front

SPIDER MAN

Alright so this is whats going to happen. I'm going to hang you from that flag poll, upside down so I dont break your neck, and then the police are going to come, arrest you and then you get to go to jail for a long time. Sound good?

Herman tries to talk but he can't speak clearly due to the webbing around his face. Spider Man then opens the window and ties him to the flag poll and lowers him about 20 feet above the ground.

SPIDER MAN

Alright well have fun hanging around, the cops should be here pretty soon. And well, see you around

Spider Man then swings away and the camera focuses on Herman who is hanging there. He begins struggling and trying to break free. As he is struggling sirens come over and police arrive at where he is hanging and we see him taken into custody

int. jail - day/night(doesnt matter)

The shot then shows him sitting on a bench and a the jail cell door closing in front of him. As the door closes the camera zooms in and looks like it goes "inside" of Herman's eye

int. courthouse - day

As the camera goes "into his eye" the camera then switches to a judge hitting his hammer on the panel in front of him and saying

judge

Alright lets get started

The camera begins to zoom out revealing that it is the court case of Adrian Toomes who is Uncle Ben's killer and also reveals that Aunt May is sitting in the front row of the court.

judge

We are here today for the trial of Adrian Toomes who has been charged with several cases of battery, assault, robbery, and is being charged for the murder of Ben Parker. To the defendant, what do you plead?

Adrian toomes

Are you asking whether or not I did these things?

judge

Well, thats what it would seem

ADRIAN TOOMES

I did everything that you have said sir.

JUDGE

So you are pleading guilty?

ADRIAN TOOMES

Thats what it would seem

JUDGE

You are aware that you are facing the death penalty correct?

ADRIAN TOOMES

Do it. Kill me.

The judge seems shocked from what he had just heard

judge

I find the defendant guilty and sentence him to death by the electric chair in two weeks. Court dismissed

The judge hits the hammer on the panel again two police men take Adrian back to the jail

int. jail cell - night

The camera then switches to a shot of Herman sitting in the jail cell and an officer opening the cell

OFFICER

Here's your cell buddy. Don't get to attached. He'll be gone in a few weeks

The officer then pushed Adrian into the cell with Herman. When Adrian goes into the cell he looks at Herman

ADRIAN TOOMES

You're just a kid. What could you have done that got you trapped in here

HERMAN SCHULTZ

I robbed three banks in one day

ADRIAN TOOMES

That obviously turned out well

HERMAN SCHULTZ

I would have gotten away with it. But Spider Man caught me

ADRIAN TOOMES

Aha you got caught by the bug to?

HERMAN SCHULTZ

Ya. And when I get out of here he's going to pay

ADRIAN TOOMES

Wish I could say the same

HERMAN SCHULTZ

What did you do to end up here?

ADRIAN TOOMES

Stole a few cars, robbed some stores and killed an old man

Adrian walks over to one of the cots and lays down

ADRIAN TOOMES

And now I'll be dead in a few weeks

HERMAN SCHULTZ

Why?

ADRIAN TOOMES

I killed a man. You know. An eye for an eye? I'm sentenced to be killed in a few weeks

HERMAN SCHULTZ

So you're okay to die? Thats terrible man

ADRIAN TOOMES

Not really. I could care less. I lost my job a few years back. I was an inventor. I was in business with a man named Greg Bestman. I was the inventor he was the guy who handled the money. I created a harness that gives men the ability to fly and gives you super human strength. When I went to share the news of the invention with him, I found out that he embezzled the funds and that I was out of a job. I destroyed his office along with the harness. I kept it in my house hidden away from the world since it wasn't going to be getting any use, anytime soon. After that I couldn't find a job anywhere so I took to the streets and started stealing my way to the top and found that I could have everything. And now its caught up with me. I have nothing to live for so I might as well die

Herman looks down in disbelief of his story and looks back up

HERMAN SCHULTZ

Well, I am to an inventor. I have actually already figured out a way to get out of here.

ADRIAN TOOMES

Oh please do enlighten me

Herman pulls out a sketch of what looks to be individual hand restraints

HERMAN SCHULTZ

These. They're going to shoot air with high frequency vibrations powerful enough to level walls on buildings

ADRIAN TOOMES

And how do you expect to build those in here?

HERMAN SCHULTZ

Scrap metal. There's ton's of it laying around here

ADRIAN TOOMES

Good luck kid. Thats all I'm going to say. You seem to be way over your head

Adrian turns away from Herman and goes to sleep

HERMAN SCHULTZ

(under his breath)

We'll see if you say that when I break out of here

EXT. ALLY WAY OF NEW YORK - NIGHT

The camera then switches over to Max Dillon walking through an ally way looking for someone. As he walks down the ally he approaches a door and knocks on it. After he knocks on the door a man opens a little viewing hatch in the door to see who it is

door man

Who are you and what is your business here?

MAXWELL DILLON

My name's Max Dillon. I need to see Kingpin

DOOR MAN

What is your business?

MAXWELL DILLON

I... I have something that he might be highly interested in

The door man closes the hatch and opens the door

DOOR MAN

Follow me

int. run down gang room - night

The man takes Max through a small apartment like room. As they walk through Max looks around seeing all the old school looking gangsters who look like they belong in the 1940's. As he is looking through the crowds of people he see's Hammerhead(not knowing its Hammerhead) in the crowds

DOOR MAN

Wait here and I'll see if he has time.

The man opens a door, walks in, and closes the door behind him leaving Max standing in the room by himself. As he stands waiting for the man, he looks around again at all the men. When he is turned around the doorman walks back out

DOOR MAN

You have ten minutes. Make it quick.

Max walks into the small room and see's the Kingpin sitting at a desk. He then walks over to the desk and sits across from him

kingpin

Who are you and what can I do for you?

MAXWELL DILLON

My name is Max Dillon sir. I was involved in an accident about four months ago and now, well. I can control electricity. I need help with getting equipment to strengthen my powers. I need things from Stark Industry's that can help me become more powerful

KINGPIN

Seems simple enough. Now what is this going to do for me?

MAXWELL DILLON

I will take out anyone you need, I can get you anything once I have full control of my powers

KINGPIN

Listen to me and listen up because I'm only going to say this once. There's this family you see. The father used to be the head of the N-Y-P-D before being killed by the lizard. Well, I'm not done with the family. He may be gone but because of him we have lost a lot of our men. If I get you the equipment you need, I'll need you to take out the rest of the family. Do we have a deal?

Max sits back in his seat and thinks about the proposition offered by the Kingpin

MAXWELL DILLON

Deal.

KINGPIN

Good good. Now, I'll get my men right on getting you the equipment you'll need. Come back here in a few days and you can pick it up

MAXWELL DILLON

Alright thank you

KINGPIN

Ya ya whatever. Now get out this isn't tea time

Max gets up and begins to walk out of the room. As he walks out Kingpin is seen in the background lighting up and smoking a cigar

int. restraunt - night

The camera then switches to a scene of Peter and Gwen sitting in a restraunt eating dinner and talking

GWEN STACY

So any news on what they are doing with your uncles killer?

PETER PARKER

He plead guilty and is sentenced to death

GWEN STACY

Well thats good. He'll get what he had coming to him

PETER PARKER

Ya. Aunt May said that he admitted to doing it

GWEN STACY

He probably knew that he was going to be found guilty anyway so he probably just thought "why not admit to it?"

PETER PARKER

I dont know. I think there's a little more going on then what we think

A waitress walks over to their table

waitress

Can I get you guys something to drink?

GWEN STACY

Water please

WAITRESS

And for you sir?

Peter is zoned out staring at something on the table and doesnt hear the waitress

WAITRESS

Sir? Sir?

GWEN STACY

Peter!

Gwen's voice knocks Peter out of his day dream

PETER PARKER

What?

WAITRESS

What would you like to drink sir?

PETER PARKER

Oh, uh, water, waters fine

WAITRESS

Ok. I'll be right back with those

GWEN STACY

Thank you

The waitress walks away

GWEN STACY

Whats wrong with you?

PETER PARKER

I just have a lot on my mind

GWEN STACY

About?

PETER PARKER

Uncle Ben... I just miss him so much

GWEN STACY

I know how you feel Pete. Its not easy losing a father figure. Trust me, I know what you're going through. You just have to try and not let it dictate your life

PETER PARKER

I know its just ruff

Gwen grabs Peter's hands

GWEN STACY

I know it is. But I'm here for you if you need anything

The waitress walks back over to the table carrying the two waters

WAITRESS

Here you go, two waters

She sets down the waters on the table

WAITRESS

Alright. Are we ready to order or do we need more time?

PETER PARKER

Some more time please

The waitress nods her head and then walks away from the table and walks back into the employee section of the restraunt

GWEN STACY

When is the guy going to be killed?

PETER PARKER

Tomorrow

Int. Jail Electric Chair Room - day

As Peter finishes talking the camera quickly changes to a shot of the electric chair. As the camera is focused on the chair an officer walks past the camera holding Adrian Toomes by the arm and setting him down into the chair. He then straps him into the chair and puts a wet sponge on his head and lowers down the helmet. The officer then turns around and begins to walk away from the chair but as he walks away the chair began to short circuit causing electrical sparks to fly everywhere. As the chair short circuits the charge caused Adrian's body to age significantly rather then killing him.

OFFICER

Shut it off! Do something!

The officer then runs over to the circuit box and tried to open it. As he tried to open it the metal box electrocuted and killed the officer. After the sparks stopped and the circuit stop shorting the officers weren't sure if the aged Adrian was alive or not. And officer opens a door and walks into the room where the chair is. He then grabs the wrist of Toomes and checks his pulls then turns around back towards the other officers

OFFICER 2

He's... He's alive

INT. RUN DOWN GANG ROOM - Day

The camera then switches to a shot of Max Dillon waiting outside of the Kingpin's door. The door opens and the door man from before walks out

DOOR MAN

The Kingpin will see you now

Max then walks into the room and sits across from the Kingpin once again

MAXWELL DILLON

Where's my equipment?

KINGPIN

Calm down there buddy. What? No hello? How've you been? Doesnt matter. I have your equipment I just want to be sure we are still on for our deal.

MAXWELL DILLON

Ya, ya whatever. Just give me my equipment

KINGPIN

Need I remind you who I am? If you turn your back on this deal, your ass is mine. I can have you dead with one phone call

MAXWELL DILLON

(irritated)

I understand sir. Now where is my equipment?

KINGPIN

(yelling)

Hammerhead! Bring in the gear!

Hammerhead walks in through the door holding three medium sized boxes labeled "Stark Industries"

hammerhead

Here ya go boss

Hammerhead sets down the boxes and exits the room

KINGPIN

There ya go kid. Ya happy?

MAXWELL DILLON

Very!

KINGPIN

Now. You have a week to follow through on our deal or I will kill you

MAXWELL DILLON

Alright, alright. I'll get right on it.

Max grabs the boxes and begins to walk out of the room but turns around in the door way

MAXWELL DILLON

Whats the name of the family?

KINGPIN

The Stacy's. The dead father was once the police chief and he put to many of my men behind bars. Time to make the family pay for his mistakes

Max nods and continues to walk out of the room

INT. APARTMENT - NIGHT

The camera then switches to Max sitting in his living room holding the electrical handles in his hands on high. The electrical handles are helping him gather more electric charges and helping him become more powerful

MAXWELL DILLON

Up it. Just. One. More. Gah!

Max then reaches over to the generator and turns it up to the highest it can go. As the more power rushes through his body, we see scars beginning to form all over his neck and face, he lets out an agonizing scream and then suddenly the power for about five blocks goes out and Max flies off the couch, hits the wall behind him and falls onto the floor. As the camera slowly pans over the couch we see a yellow glow coming up from the floor. As the camera pans over it shows Max laying on the ground, glowing yellow. As he gets up he has his eye's closed. When he fully gets up and stands up straight the camera focuses on his face and he opens his eye's revealing that his eye's have turned a bright yellow

int. stacy's household - night

The camera then switches to Gwen Stacy's mom making dinner in the kitchen

mrs. stacy

Gwen, Peter, dinner!

Gwen and Peter then walk out of her room, down the hallway and into the kitchen and sit down at the table with the rest of the Stacy family.

MRS. STACY

How was your day Gwen

GWEN STACY

It was good.

MRS. STACY

How was your physics test?

GWEN STACY

(irritated)

It was good mom.

As everyone sits at the table awkwardly they can hear the TV from the other room

TV(NEWS CHANNEL)

We aren't quite sure who, or what it is but there is something that has just broken out of the New York state prison. It seems to be shooting something from its wrists and is destroying everything in its path

When Gwen and Peter hear this they both look at each other with a worried look on their faces

GWEN STACY

Come on Peter.

Gwen gets up quickly from the table and walks into her room

PETER PARKER

Thank you so much Mrs. Stacy for the food, it was great. See you guys soon

MRS. STACY

Oh okay. See you soon

INT. GWEN STACY'S ROOM - NIGHT

Peter follows Gwen into her room where she is holding his Spider Man suit

GWEN STACY

Good luck

She tosses him the suit and he walks into the restroom to put it on

PETER PARKER

(From restroom)

What do you think it is?

GWEN STACY

I have no clue. Hopefully not another lizard thing

Peter walks out of the restroom with the full suit on except for the mask

PETER PARKER

I'll call you when I get home

Peter walks over to the window

GWEN STACY

Promise?

PETER PARKER

I promise

Peter then puts on the mask and swings out of the window

EXT. NEW YORK CITY - NIGHT

The camera then switches to a shot of Herman(The Shocker) using his high frequency gloves to flip over and destroy everything in his path. As he is destroying everything Spider Man swings in front of him

SPIDER MAN

Hey! Come on, its not nice to break other people's toy's

shocker

Spider Man!

SPIDER MAN

Yupp thats me! May I take your order? How about a little ass kicking

Spider Man shoots web at Shocker but he fires his High Frequency glove at the web repelling it away from him.

SPIDER MAN

(under his breath)

What the hell?

Shocker then fires his gloves at Spider Man sending him into the wall of a building knocking him uncontentious. Shocker then walks over to Spider Man

SHOCKER

Just know that this is your fault.

Shocker then walks away from the unconscious super hero and continues his rampage. A few hours pass and people begin to gather around the unconscious Spider Man and begin to take pictures of him and start to surround him. Spider Man then becomes conscious again and see's the crowd around him

SPIDER MAN(V.O)

What happened? Who are all these people?

Spider Man then shoots off a web and swings away from the crowd leaving them in shock

INT. GWEN STACY'S ROOM - Day

The camera then switches to Gwen sitting at her desk in her room looking worried/irritated. As the camera is focused on her, we see Peter drop onto the window balcony and knock on her window

PETER PARKER

Can you let me in?

Gwen walks over to the window and opens it but doesn't let him come inside

GWEN STACY

You didn't call.

PETER PARKER

I know, I'm sorry, I didn't get home till...

GWEN STACY

No, Peter. You promised.

PETER PARKER

Look at my face. Does it really look like I intentionally meant not to call you? The guy, he smashed me into a wall

gwen stacy

You do look pretty beat up Pete.

She moves out of his way and lets him into her room. Peter then sits down on her bed while she is still standing in the middle of the room

gwen stacy

What was it? Another cross species?

peter parker

No. This one was human. He had some sort of gloves that shot out air.

gwen stacy

Air?

peter parker

I dont know. More like, high frequency waves. Like a sonic boom

GWEN STACY

How weird

Gwen walks over to Peter and lays next to him on her bed

GWEN STACY

Can we not talk about some crazy dude for a little bit and just lay here

PETER PARKER

(smiles)

I think we can

INT. APARTMENT - day

The camera then switches to Max sitting on his couch with the Stark equipment attached to his body. As the camera shows him, we see the equipment slowly shaking while doing the functions. Out of nowhere a man kicks in his door

THUG

Your week is up buddy, Kingpin wants your head

Max reacts quickly and shoots a strong lightning bolt at him sending him backwards into the hallway wall. As the thug hits the wall the camera then switches back to Max who is looking at his hands

MAXWELL DILLON

Finally