Oscorp Tower
A week has passed since Connors injected himself with the transgenic formula. He sits in his office, blinds up and door shut, typing frantically on his keyboard. Outside the class begins to gather, Morbius and Warren speak with the students, answering their questions and organizing the class. The class waits in the seats for Connors to emerge from his office, but nothing happens. Connors continues typing away on his computer when a knock on the door startles him. Connors quickly puts his lab coat on, disguising his new arm, and opens the door poking his head out.
"Dr Connors, the class are ready to begin" Morbius informs him. Connors looks around at the students confused, and then looks down at his watch.
"Oh I didn't realize… ah I'm not feeling a hundred percent today, can you two take the class in my stead?"
Morbius looks at him strangely, "but sir the expo…" he asks but Connors has already closed the door leaving the two assistants to take the class.
Morbius and Warren do their best to take the class and help them prepare for the Stark Expo. At the end of the class Harry and Peter wait for the class to leave so they can check in on Connors, Gwen reminds Peter that he's having dinner with her family. Peter apologizes for forgetting and asks her to wait down stairs for him.
Peter knocks on the door softly, not wanting to disturb Connors but receives no response. Harry then knocks loudly, and the two hear footsteps stomp loudly to the door, "I said I didn't want to…" Connors begins to growl until he realizes who's at the door. His mood switches from anger to excitement, "Oh its you boys, come in come in" he invites them, darting looks around the lab to ensure no one is watching.
As the boys enter Connors locks the door behind them and smiles broadly. The two boys look at each other with confusion; Connors takes off his lab coat to show them his new arm. The boys simultaneously gasp with amazement, "How," "When" the boys ask.
Connors explains that he's perfected the formula, that he's now finally whole again. Peter asks what trials did he perform before he took the serum; Connors shifts uncomfortably and tells him "I've lived too long as half a man, that's the only time that matters Mr. Parker."
Peter shows concern for Connors, asking about possible side affects, Connors reassures Peter, that he's fine and gives him a warm, two armed hug. The boys leave as Gwen is still waiting for Peter downstairs.
As the boys depart Dr. Connors watches them leave and drifts into a daydream.
Connors sits down in his aisle seat on the plane when he notices a couple sitting across the aisle from him. The man sitting directly across from Connors introduces himself as Richard Parker, and his wife Mary. They speak briefly about their work when Mary turns around to their son, Peter, who sits in the window seat staring outside. Mary turns him around and introduces him, "Dr Connors, this is our son Peter."
Connors breaks out of his daydream and walks over to his experimental rat to feed it, as he places food in its cage he notices fur scattered throughout the cage and scales' running up from it's newly grown leg and half of its body. Connors looks down with horror "What have I done?" he looks down at his hand and sees a second set of fingernails; he looks closer and realizes they are actually scales. "I need to work on a stabilizing agent, stop the total transformation" he speaks aloud then rushes to his computer to start work.
Front of Oscorp Tower
Peter and Harry exit the Oscorp building where Gwen is waiting for them. The two boys speak excitedly with each other, so engrossed in conversation they walk right past her.
"Hello, earth to nerds" the two boys look back at her, "Oh hey, sorry" Peter apologizes returning to her and giving her a kiss on the cheek.
"So what's got you boys so excited? What is wrong with Dr Connors?"
The boys look around pensively, thinking up an answer, "We weren't talking about school, we were talking about the Ares 4 launch next week" Harry breaks the silence to the relief of Peter.
"Oh yeah, how exciting, the first human expedition to Mars" Gwen replies with genuine interest.
"Well, I was just about to tell Peter, I have free tickets to the Ares shuttle launch." Peter and Gwen's faces light up with excitement.
"You're kidding right? You have tickets to the biggest space launch in decades?" Gwen asks with amazement. "Yeah, Oscorp supplied the new spacesuits for the mission and there were a few free tickets."
"So your father gave them to you?" Peter asks, "I got my hands on them" Harry replies with a grin. Peter and Gwen thank him then head off to Gwen's house.
Gwen Stacy's house
Peter walks with Gwen to her house they have dinner with her family and Peter speaks to her father, George about his work. George explains that after he brought down the Maggia operation and saved Gwen, a lot of police officers wallets grew lighter. As a consequence now he's back on the streets on foot patrol in Harlem of all places. He also explains that he helped a known vigilante, which was used as the reason for his demotion.
Peter asks, "For helping the Masked Marvel save your daughter?"
"No not him the other vigilante, my partner Frank Castle. Now he's known on the streets as the punisher" George replies.
After dinner Gwen and Peter head up to her room to hang out, as Peter closes the door behind him it jams on George's foot, "This door stays open at all times" he demands with authority.
"Yes sir, sorry sir, at all times."
Stark Expo
Peter, Harry and Gwen arrive at the Stark expo making their way to the Osborn Science Academy exhibition. They walk through a side door to the exhibition lab backstage where Michael Morbius and Miles Warren are helping all the students set up their experiment. Each pair of students has a glass enclosure that contains a measurement device used to demonstrate the enhanced speed, strength, agility or physical trait they have been developing through trans-genetic exposure.
Peter and Harry place the spiders in the enclosure, double check that everything is set, then after Morbius give them the okay they wait out front for Gwen to join them. Miles Warren looks over Gwen's experiment and keeps her back for a while. Peter and Harry stand frustrated, the Hammer presentation is about to begin and they're going to miss it. Eventually Gwen leaves the exhibition lab and the three rush over to the main arena to take their seats the very back of the venue.
At the other end of the expo two security guards huddle around an iPhone watching videos of cats falling over, laughing hysterically as they do. Unbeknown to the Dr Otto Octavius strolls towards the wire fence, dressed in a large overcoat and surveying the scene for security. As he examines the two men distracted by the phone he casually walks up to the fence, two tentacles emerge from the bottom of his coat, landing on the ground and pushing him up high above the fence line and another tentacle shoots out to the other side of the fence as he casually steps over.
Octavius moves his way close to the stage; his large overcoat, glasses and hat conceal his identity as he takes a seat 10 rows from the stage. Those seated around him stare at him as he attempts to conceal something under his coat.
The crowd claps with mooted excitement as the show begins; Justin Hammer walks out on stage, dancing in a peculiar way which bring looks of bemusement within the crowd.
Octavius looks up at the stage at Hammer and smiles; This is where I will get my revenge.
Hammer begins introducing his new drone army, how it will protect American lives and the safety of America. Hammer continues with his presentation showing each variety of drones from Army, Navy, Air Force then Marines. Finally Hammer concludes with his own version of the Ironman suit, presenting James Rhodes.
Once Octavius sees Rhodes in a new Iron man suit, beads of sweat begin to roll down his temple and forehead. This makes things more complicated, I'll need to take the new Iron man out first, then the drones, and then I'll have Hammer.
Octavius begins to pull his weapon from underneath his overcoat when he and the rest of the crowd hear a noise flying in from overhead. The crowd turns in unison looking behind them as a red and yellow metallic figure flies into the arena and lands on stage in front of Rhodes, It's Iron man.
Octavius now conceals his weapon back under his overcoat, two of them! I can't take out two of them.
Iron man walks up and down the stage, first speaking to Rhodes then approaching Hammer. Suddenly the canon on Rhodes shoulder aims at Iron man, the crowd looks on in anticipation, suddenly Iron man fires his rockets and flies directly up and out of the arena. As he flees both Rhodes canon and all the drones begin firing on him, shattering the glass in the dome roof and causing panic throughout the crowd.
Octavius stands up out of his chair attempting to move towards Hammer but the mass of people fleeing the area, falling over chairs and falling over him prevent him from getting closer to the stage before Hammer escapes.
At the rear of the arena Peter stares on as Iron man walks up and down the stage then Rhodes shoulder cannon points at Iron Man. Peter and Harry immediately look at each other with surprise as Iron Man flies up through the roof under fire. Peter immediately tells Harry softly, "I have to get changed" they looks around as the crowd begin panicking, "What about that phone booth?" Harry suggest pointing in the distance, Peter shakes his head and runs off through the crowd.
Gwen turns around to Harry, "We better get outta here" she tells him whilst searching the crowd, "Where's Peter?"
"He's gone to get help" Harry replies, "And left us here,? Left me here? Alone? What kind of a boyfriend does that?"
Harry takes her hand and pulls her through the crowd, crashing through the chaos.
In the arena the crowd scramble for safety away from the advancing Hammer drones that descend from the stage and into the crowd. Octavius however stands his ground, the drones walk right past him and continue on their path outside the arena. Octavius stares at them with disbelief, "You would think so little of Dr Otto Octavius as a threat?" he speaks aloud, "Now you will see the error in your ways."
Octavius pulls out the Nullifier from underneath his overcoat and shoots the two nearest drones to him. They instantly fall to the ground in a heap. Octavius then throws off his overcoat and extends his mechanical arms, standing on two, rising above the dispersed crowd and scattered chairs, picking up one of the fallen drones and throwing it at another active one smashing them both to pieces. The rest of the drones don't react and continue on their path outside the arena. Octavius continues following them, one drone takes aim at a woman lying on the floor injured and unable to walk. Octavius uses his nullifier to deactivate the drone and his tentacles to rip it to pieces. The woman thanks him tearfully; Octavius dismisses her thanks with disdain. After destroying a few more drones realization sweeps over him that his focus on the drones has taken him away from the prime target, Hammer.
As the crowd scatter the drones begin firing on the surrounding buildings and exhibition grounds. A missile slams into the side of a building, concrete falls down towards a group of people when a web net shoots out capturing the large blocks and giving them time to escape.
Spider-Man swings around a building shooting webs blasts at the drones, targeting their optical sensors and weapons. Some drones aim their weapons firing at Spider-Man who ducks and weaves to avoid their missiles. Spider-man continues swinging around the grounds helping people escape from the explosions and slowing down the drones.
Octavius searches for Hammer back stage, as he does he hears a loud explosion; he peers back to see the expo globe on fire and remnants of drones flying through the air. A few remnant head in his direction, Octavius covers his body with tentacles protecting him from the impact, the remnants hit his tentacles directly, knocking him to the ground, the nullifier takes a direct hit and is destroyed. Octavius gets up slowly in pain; the force of the blow has taken its toll.
Spider-man lands on the ground in front of one of the Army drones with a large cannon. It points the canon directly at Spider-man who ducks away, firing a web at the canon then pulling it towards another drone as it fires. It destroys the drone with one shot sending bits of metal flying everywhere. Spider-man turns to face the drone but it ignores him and immediately flies away in unison with the rest of the drones.
Octavius searches inside for Hammer, when he finally gets sight of him he notices Stark Industries new CEO Pepper Pots is also present with a number of police officers who are handcuffing Hammer. Octavius looks on, Now is my time for revenge. Octavius picks up the remnants of a drone in his tentacle, prepares to throw it at the group, when a web grabs the drone and yanks it out of his grip. Octavius spins around to face his nemesis, Spider-Man.
"Aw, What's up Doc?"
"You again, you're always meddling, always getting in the way."
"Sorry Doc, its just part of being a friendly neighborhood Spider-man."
Octavius instantly begins picking up chairs and throwing them at Spider-man who ducks and weaves, playing games with Octavius, sometimes throwing chairs back. He then shoots a web up the side of the glass dome that encloses the arena and swing up and away from the chairs being flung by Octavius. He swings around circling Octavius who tries to bring him down throwing anything in reach, then Spider-Man swings down kicking Octavius toward the entrance of the arena, then swinging over and waiting for him in the exit.
As Octavius gingerly gets to his feet he stares with rage at Spider-man, "I'll destroy you" he yells as he charges at Spider-man who retreats, drawing him further and further away from the arena.
Octavius fires his tentacles at Spider-man whom cartwheels and summersaults out the way, barely avoiding the constant barrage of mechanical tentacles shooting towards him. Spider-man fires webbing at Octavius face trying to blind his view. Police officers stand in the background mesmerized by the action, oblivious to everything else.
The two continue battling, Octavius finally gets a hit on Spider-man, throwing a metal bin lid which skips off the ground, like a stone on a pond, and knocking him down. Octavius charges over to Spider-man as he gets up jumping to avoid Octavius' attack. He is too slow, two of Octavius' tentacles swing across and collect him in the stomach sending him flying back and rolling along the grass lawn.
Spider-man slowly gets to his feet and jumps on top of a concrete statue of the ancient Greek god Athena, goddess of wisdom and science. As Octavius gets closer he shoots his tentacles up to attack Spider-man, Spider-man however has taken out the Athena statues' metal sword and slashes down on the tentacles destroying the ends of two of them.
Octavius screams out in anguish, his tentacles retract as he examines the damage. Spider-man jumps down to the ground and approaches him, "It's over Doc, time to give up."
Octavius continues to examine the ends of his tentacles, wires and mechanisms spilling out, ignoring Spider-man's words. Octavius now focuses back on Spider-man "All I wanted was justice, revenge for what was done to me, what he did to her." Octavius begins sobbing with despair.
"Hey Doc, you can't go around taking justice into your own hands, that just leads to…." Spider-man trails off as he realizes the hypocrisy of that statement.
"Leads to what?" Octavius asks, "Vigilantes? Heroes? Villains? What's the difference between us?"
Spider-man stands for a few moments, "I don't hurt people and steal from people, like Oscorp."
"Oscorp, you think I was wrong to attack that corporation? If you only knew what I knew, if you knew the truth of Oscorp and the Goblin" Octavius replies, now with grinning as he feels ascendancy in the conversation.
"What truth about Oscorp?" Spider-Man asks, intrigued by Octavius' words. "I'm sorry my Arachnid friend, you have to give if you want to receive."
As the two stand contemplating their next move a light begins flashing to the side of them with a beeping sound. The light is connected to the torso of a destroyed Hammer drone. Both combatants look down as the light and sound increases in frequency. Spider-Man looks up at Octavius but he has turned and is fleeing for the nearest fence. Octavius rises onto his tentacles to cover more ground. Spider-man fires a web to a nearby building and swings the opposite way to escape the park swinging above the scattered robot remnants with their flashing lights.
BOOM
In unison the drones explode lighting the park up with fire and sending a sound wave crashing through the crowds gathered outside the park. Spider-man is sent flying into the air by the shockwave, losing his balance he free falls into the street shooting a web net at the last minute which captures him inches from the ground.
Octavius climbs over the fence as the explosions occur; he is knocked over by them and falls down a hill into a small adjacent creek. Octavius slowly picks himself up, dejected and exhausted; he escapes undetected back towards the city.
Spider-Man climbs up the roof of a nearby building and surveys the crowd. He looks down and sees Gwen with Harry, she is searching frantically through the crowd for him, Harry trying to keep her calm. Spider-man makes his way back to the expo site, where he left his change of clothes, as he gets there he finds his back has been burnt and his contents are mostly undamaged, except for a few burns. Spider-man gets changed into his normal clothes, and subtly rejoins the crowd without anyone realizing.
Gwen charges through the crowd, frantically searching for Peter.
"Peter, Peter, where are you?" she yells.
Harry grabs her arm trying to get her to stop, "No Harry I won't stop, he may be still in there, I have to find him." Harry gives up and falls behind her. Finally Gwen sees Peter and pushes through the crowd towards him and gives him a big hug.
"Peter where were you? I thought you were still in there."
"I was just outside, looking at the action, those fights were crazy weren't they?"
Gwen's expression suddenly changes from joy to sadness, "What? You left me in there by myself so you could get a better view?"
"No I… I just" Peter stutters out, "You just what, left me to die? What kind of a boyfriend are you, you didn't even come looking for me after that explosion, I… I thought you…" Gwen cannot finish the sentence as her words begin to choke up and tears roll down her face. She turns and runs through the crowd, Peter begins to follow her but Harry stops him, "I'd let her be for now, she'll be ok."
"If only I could tell her the truth then" Harry interrupts him, "Then she'd be in real danger, and maybe the next funeral you attend is hers?"
Peter bites his lip with frustration and walks home alone in contemplation of what this event may mean for his relationship with Gwen.
Octavius house
Octavius stumbles up the stairs of the run down building he currently resides in, fumbling through his pockets for his keys. He grows more and more frustrated, finally knocking the door off his hinges and storming into the room. Octavius, still sore from the night's action, sits down gingerly at his table and pours himself a glass of whiskey. He looks down at the various designs, research and plans that he had documented to finally get his revenge on Hammer at the expo, then in a fit of rage he picks them up and begins throwing them wildly around the room, yelling with frustration. When he exhausts himself, and his frustration turns to despair, he falls to the ground and stares aimlessly into the beyond, devoid of any emotion or purpose.
As he lies on the ground catatonic, something catches his eye among the scattered papers that litter the ground, a blue envelope he hadn't noticed before. Octavius stares at it transfixed, slowly he crawls over to it, picks it up and sits against the wall examining it. As he does sadness overcomes him with the realization that this letter is from Mary. Tears begin to form in Octavius' eyes as he contemplates opening the letter, after some hesitation he finally opens the envelope and reads its contents.
Dear Otto
I know this must seem odd to you, receiving a letter in this digital age, but it's the only way I could say what I needed to say.
I believe in you, I know you don't see it, the end of the tunnel, the great things you will achieve, but I see it. You're the most intelligent person I know, probably the most intelligent person on the planet, your cold fusion technology is leap years ahead of anyone else. I see your frustration with your current work, I can see you've lost belief in yourself, but I know you'll get through it, you'll preserve, you'll succeed.
I can't wait to see a world powered by unlimited clean energy, created by Dr Otto Octavius, and hopefully, if you'll have me, I'd like to be there with you.
Yours always
Mary
After reading this Octavius begins to sob to himself.
Finally I know how Mary felt about me, she did feel the same, but I found out too late, and now I'll never know what could have been.
Octavius sits and contemplates the life he could have had with Mary as he reads through the letter again.
Mary wouldn't want me to be like this, to waste my life.
Octavius begins scurrying through his old notes and journals, looking through his old designs and theories for a cold fusion reactor, "Revenge, Revenge" he speaks aloud dismissively, "I've lost sight of who I am, why I'm here on this earth… Its time to leave this forsaken city and finish my life's work, to power the world with clean energy."
Octavius collects his notebooks and journals along with Mary's letter, charges down the stairs and to the front door where he's confronted by four police officers. They raise their guns at him ordering him to freeze. Octavius places his hand above his head, one of the officers orders, "The metal arms too."
Octavius raises his metallic tentacles high above them, the officers become distracted, focusing on them high above their heads. Octavius, standing in the doorway flicks the light switch turning off the outside lights, instantly his tentacles fly down striking the officers and throwing them out the way as he escapes the scene.
Oscorp Tower
Norman Osborn enters the boardroom within Oscorp Tower where his board members are gathered, speaking jovially about the arrest of Justin Hammer.
"First Stark, then Hammer, the market is down to one manufacturer!" one member proclaims aloud as the others cheer in approval. Osborn does not join in the conversation or celebration. He walks to his seat, sits down without a word and stares directly ahead without making eye contact with anyone else. The other board members follow his lead but their joy and excitement cannot be contained.
Norman begins explaining that the military's need for exoskeletons means that only Oscorp are in a position to supply what they require. He outlines that they will continue development of the flight suits and continue delivering on that contract, but they will develop the glider program, the plasma cannon program and the super soldier program.
Some of the board members begin murmuring words of descent between them, one stands up and proclaims, "super soldiers? Why are we even talking about this? Exoskeletons are want the military want that should be our only focus."
Norman stands up and stares at the man not saying a word, he continues to do so for an entire minute. Board members look at each other with unease at the silence and tension until finally the board member sits down. Norman continues explaining that the super soldier program is still the number one focus of Oscorp's weapons division, that this formula is essential for any soldier that uses this new range of advanced weaponry. The board members agreed nodding reluctantly.
New York City
Spider-man swings through the New York City skyline on patrol for any crime that passes his way. After a while he decides to take a break and squats on the corner of building overlooking two major roads. As he sits vigilantly examining the streets below and catching his breath he notices a light in the sky moving across the horizon but then changing direction and heading straight to him. Spider-man focuses on the light straining to see what it is; as it gets closer he begins to hear what sounds like a rocket. He steps back from the corner and begins assessing the surrounding buildings for the best escape. As the light gets closer he notices its shape, not a rocket, or a glider, but the man, a man made of metal or perhaps iron.
Spiderman backs away from the edge as Iron man land in front of him. His metallic mask raises revealing Tony Stark's grinning face.
"Hey Wall crawler, keeping busy catching handbag thieves, jaywalkers and saving cats from trees?"
"Hey, I've been battling Dr octopus and the Green Goblin, I wouldn't call them handbag thieves."
"I'm sorry kid, I'm sure fighting a living carousel and a guy wearing a bad Halloween costume is really tough… for a B-grade superhero."
"B-grade superhero? That guy in the Halloween costume has killed people, that walking carousel tried to destroy your expo, But I stop them and I saved a lot of people from your tin man battle as well… Do I get a thank you? I guess it is true, the tin man doesn't have a heart."
Tony Stark ponders this for a moment the smiles apologetically, "Sorry kid I heard what you did at the expo and wanted to… to say… keep it up champ."
"Keep it up champ?" Spiderman asks, "Yeah, you're doing good kid, you helped me out at that expo and I wanted to give you this in reward."
Stark hands over a small disc shaped object the size of our can of soft drink. "This is I miniature nullifier, like Dr Octopus was using, I'm thinking you can use it on him next time."
Spider-man examines the object, turning it upside down, looking for some sort of button or lever, trying to discover how it works.
"All you have to do is push the top of the disk, throw it onto any electrical device, then it will totally shut down."
"So all I do is push this top then throwing onto any kind of electrical machine?"
"Yeah, just be careful with it you wouldn't want to accidentally damage the wrong instrument."
"So would this work on your suit? If I throw this at you now?"
"Don't be silly, this is the most advanced exoskeleton suit on the planet, resistant even to my inventions."
Spider-man looks back down at the disk then pretends to throw it at Stark. Stark jumps back attempting to avoid contact with the disk but it never comes. Spider-man begins laughing uncontrollably.
"That's not funny" Stark replies embarrassed, Spiderman continues to laugh finally composing himself.
"Hey kid, this world isn't all fun and games, You're gonna have to grow up quick if you're going to survive, and be an A-list hero like me."
Spiderman begins to apologize when Iron man's mask shuts and he cuts him off, "I knew you were too young to be an Avenger."
Iron man flies off into the sky with Spider-man pondering his words, "What's an Avenger?"