DISSOLVE BACK TO

INT. DAILY BUGLE ELEVATOR - NIGHT

We briefly return to the present day, as Peter continues to look back on past events. It's clear he views that last scene with complete disgust.

PETER

(v.o.)

Famous last words.

The elevator dings, and the door opens into the lobby. Peter exits the elevator.

EXT. STREET OUTSIDE DAILY BUGLE - NIGHT

Peter walks through the revolving doors onto the sidewalk, hands in his pockets. He walks among the crowd of people, still lost in his thoughts.

PETER

(v.o)

And of course, that was only the start of my problems. New spider-powers certainly made high school life an interesting experience...

DISSOLVE TO

EXT. MIDTOWN HIGH SCHOOL - MORNING

Establishing shot of the high school (but from a different angle than last time), where we hear:

HARRY

(v.o.)

Wow, you seem to be in a better mood, Peter.

INT. MIDTOWN HIGH SCHOOL - MORNING

Peter and Harry walk through the halls on the way to class.

PETER

Well ... I dunno...l guess I slept well or something.

HARRY

"Or something." Does that mean you cleared things up with MJ?

PETER

Errr ... not exactly...

HARRY

(as he and Peter reach the door to their class)

Huh? So if .. that's not why your spirits have improved, then--

Harry and Peter look to their left and see Flash Thompson standing against the lockers, glaring angrily at Peter.

FLASH

After school, Parker.

Peter nods, then enters the classroom.

HARRY

(following Peter)

What was that about? Peter?

CUT TO

INT. MATH CLASS - DAY

The students look lost as the teacher drones on.

TEACHER

Now, in order to solve this equation, we must first what ...?

(pause, waiting for a response, receiving none)

Start with the parentheses. Now, three times x plus four ...

CLOSE IN on Peter, apparently taking notes. But upon closer look, he's writing something else on his notebook.

TIGHT CLOSEUP of the notebook, where we see the following notes:

NOTES

EVENT:

Bitten by spider. DNA transferred.

RESULTS:

increased strength

speed

leaping ability

cling to walls and flat surfaces

sixth sense warning of danger

CLOSEUP of Peter, his brow furrowed in intense thought.

BACK TO the notebook, where Peter erases "sixth sense warning of danger". He writes in, "danger sense". Peter taps his pencil against his chin.

He erases "danger sense", and replaces it with, "spider-sense". He smiles.

CUT TO

INT. SCHOOL CAFETERIA - DAY

Peter carries his tray through the dining area, careful not to bump into any thing or trip. His newly christened SPIDER-SENSE goes off, and he sidesteps as a student suddenly pushes his chair out and stands up. Disaster averted, Peter continues on his way. His spider-sense goes off again.

CLOSEUP of a student's leg carelessly placed in Peter's path. Peter steps over it.

He passes by Flash Thompson, who glares at him. Flash is surrounded by his jock buddies.

Peter puts on his friendliest smile, and his spider-sense goes off, but too late. He accidentally bumps into a kid in front of him, who turns out to be Mary Jane. He accidentally spills his glass of water on MJ's white blouse. Laughs and catcalls erupt from the other students.

MJ

Ah! My blouse! Peter!

PETER

Oh! Sorry, MJ! I didn't see where I was going.

MJ storms off to a restroom to clean up, mumbling something about "klutz" and "idiot". Peter watches her leave, then hears Flash laughing.

FLASH

(laughing)

Ha ha!! Way to go, Parker! That was cool! "Wet-T-Shirt! Dude, I could see her bra!

PETER

(losing his temper)

SHUT THE HELL UP, FLASH!

The room shuts up in a hurry.

FLASH

(looking up at Peter, surprised)

WHAT did you say to me?

PETER

(standing his ground)

You heard me. I said "shut up."

FLASH

(to his friends)

Damn, what got into him?

(stands up)

Wanna come over here and say that again?

PETER

Nah, I'll save it for after school. Besides, you're not worth my time.

With that, Peter walks over to a table, where Harry sits alone.

FLASH

That's it. He's dead.

CUT TO

EXT. MIDTOWN HIGH - DAY

The campus somehow takes on a sense of foreboding as the bell rings, signaling the end of the school day. Kids soon storm out of the building, most of them headed for home, most of them chatting with friends.

CLOSE IN on Peter and Harry.

PETER

Man, I feel so bad about what happened with MJ. I spilled it all over her. She refused to even acknowledge me every time I passed her in the halls.

HARRY

Yeah, she seemed pretty peeved, Petey. I mean, if you spilled your drink all over me, and gave everybody a view of MY bra, I'd be mad at you too.

PETER

Gee thanks, Harry. You're a big help.

The stop as they see Flash Thompson leaning against a tree, a look of consummate seriousness on his face. His buddies are with him, all looking to see a beatdown.

FLASH

There you are. At least you didn't keep me waiting.

PETER

Is it that time already? Where DOES the day go.

FLASH

Don't get smart with me, Parker.

PETER

I thought I was the school brain.

Flash strides toward Peter.

FLASH

Take a look over there at the parking lot, and tell me what you see.

PETER

(taking a look)

Uhm ... cars? A motorcycle? Bumper stickers? Help me out here...

FLASH

(losing patience)

My CAR, Parker. That big-ass dent on the hood of my CAR! The dent YOU put there.

PETER

I did? How'd I do that?

FLASH

You grabbed my football and slammed it onto my car hard enough to leave that dent!

Flash looks at the people around him, who look at him like he's crazy.

FLASH

Well, he did!

The lawn erupts in laughter.

PETER

Oh sure, blame it on me. Listen, Flash, do you expect us to believe that I snatched your lucky football from you, then threw the football at your car THAT HARD? Do I look like I'm that strong? Besides which, that dent looked like it was thrown from above the car. How do you suppose I did that?

FLASH

You were in a tree.

The laughter increases, and Flash realizes just how unbelievable this sounds.

PETER

Are you sure you're feeling well, Thompson?

Flash swings at Peter, who ducks, surprising Flash. He tries punching Peter in the stomach, but the latter quickly sidesteps it, and jumps back to avoid a third punch. Flash is baffled. Onlookers cheer for both sides.

FLASH

STAND STILL!!

Peter continues moving around, staying out of Flash's reach. Flash becomes increasingly desperate.

MJ

(o.s.)

Peter!

Peter sees MJ standing among the crowd, wearing the stained shirt.

This distraction is enough for Flash to grab Peter's shirt and push him against a tree.

FLASH

Ha! Gotcha! Now you're gonna pay big time!

PETER

Pay for what? Embarrassing you? Damaging your car? Telling you to shut up? Seems trivial compared to what you've done to me for years! Y'know that football you said I supposedly threw at your car? That's the same football you threw at the back of my head Friday! Why is it okay for you to dish out whatever embarrassment or injury you see fit on other people, but not okay for anyone else to do anything to YOU?

FLASH

Cause that's the way it works. Deal with it.

PETER

Then by all means, pound away. That won't enable you to feel any better about yourself.

FLASH

Wha?

PETER

You're a high school senior, but you act like a second-grade bully. Why is it so important for you to want to hurt me? Why do you feel the need to take out all your problems on me? The answer is obvious: you're not secure about yourself. You have to prove you're the most popular and the biggest and the best, so you antagonize the least popular, the smallest, and the weakest. How can you possibly expect people to respect you for that?

If anything, you should be a LOT nicer to us nerds, because we can help you pass the science and math classes you're flunking. But the way you've treated my from day one, I wouldn't help you if you asked. Who do you have to blame for that? Yourself.

Flash stares at Peter, trying to decide what to do.

PETER

If you think beating me up is going to win you any more respect, think again. Now if you'll excuse me...

Peter removes Flash's hands from his shirt effortlessly, grabs his backpack, and walks away.

Flash watches him go, looks over to the dent on his car, and shakes his head, obviously trying to decide whom to be pissed at.

CUT TO

EXT. SIDEWALK - DAY

Peter walks along the sidewalk toward him, rather pleased with himself. It's not every day he gets to show up Flash Thompson. Mary Jane is seen running behind him, trying to catch up with him.

MJ

Peter! Wait up!

Peter turns and lets MJ fall in step with her.

PETER

Listen, MJ...I'm sorry about your shirt--

MJ

What's gotten into you lately?

Peter doesn't quite know how to answer that.

MJ

Ever since Flash hit you with the football, you've been acting weird. You blow me off every chance you get, give lame excuses, and act like an idiot around Flash.

At first I though it was just because you were mad at him, but now I'm not so sure.

I feel like you're mad at me.

PETER

I'm not, MJ, please believe me. I wish I could explain what's been going on, but...

MJ

But what?

Peter frowns and looks at his feet.

CUT TO

EXT. PARKER HOUSEHOLD - DAY

We hear music emanating from the Parker residence as we close in on the house.

INT. PARKER HOUSEHOLD - LIVING ROOM - DAY

CLOSEUP of Aunt May, humming along with the music while dusting a shelf. Uncle Ben enters, smiling, and sniffs the air.

BEN

Mmmm...smells good. Casserole?

MAY

(faint smile)

It should be ready by the time Peter gets home. Shouldn't be too long.

BEN

I don't know if I'll be able to wait that long.

Ben takes the duster from May's hand and takes her in his arms.

MAY

Ben?

BEN

The smell of the food, and music...it's got me in a festive mood. Let's dance!

May relents, smiling, as the two dance around the living room. Ben spins her.

CUT BACK TO

EXT. SIDEWALK - DAY

Peter and MJ continue walking toward their homes.

PETER

(breaking the silence)

All right, Mary Jane, you really want to know what's going on with me? You really want to know why I've been acting so strangely around you lately?

MJ

I'm listening.

Peter takes a deep breath. He prepares to say something, but can't get the words out. MJ stops and looks at him.

MJ

Any day now...

PETER

(under his breath)

Damn, I can leap tall buildings and wrestle muscle-bound jocks, but I can't seem to work up the balls to say this...

MJ

(not quite hearing him)

Say again?

PETER

(frustrated)

I said I've had this humongous crush on you from Day One that's driving me nuts because I can't do anything about it!

MJ raises her eyebrows in surprise. Peter takes another breath.

PETER

There, I said it. Shall we go?

(starts walking)

MJ

Peter, I...

PETER

I don't expect you to feel anything for me, I'm sure you don't. I just had to get that off of my chest.

MJ

Peter, it's not that...

PETER

Then what?

MJ

Do you even know why I've been hanging out with you and Harry?

PETER

I don't know. Pity, good grades, a chance for intelligent conversation, boredom, lack of judgment...there can be any number of possible motives.

MJ

You're not going to make this easy on me, are you?

PETER

Probably not.

MJ

You forgot a motive: self-discovery.

PETER

Huh?

MJ

Before I started hanging with you two, I was popular. I was in the "In" Crowd.

(beat)

Problem was...I didn't know much else about myself.

Peter looks at her questioningly.

MJ

When you're in the In Crowd, there are so many demands on how you should look, how you should act, what kind of things you should like...and it all changes at a moment's notice depending on what the trend is.

Peter nods.

MJ

Well, it got to the point where one day, I just looked in the mirror and tried to figure out if I existed at all. I mean, beyond the makeup, the slang, the clothes, the whatever...who was I?

I honestly couldn't answer that. I knew what all the cool people liked, but not what I liked. Even more than that, I knew that all the popular people have lives just as screwed up as everyone else's, but they hide it, and act like they're perfect. I got tired of acting.

PETER

So how do Harry and I fit in?

MJ

Well...I saw you two alone, with only each other for support. I saw that you two were actually honest with yourselves and other people about who you were. You didn't have to act like everything's okay. The sad part was that everybody resents you for being honest.

PETER

Tell me about it.

MJ

Anyway, I got to the point where I didn't care what anybody thought of me. I broke up with Flash, because, well, it wouldn't have worked anyway...and I started hanging out with the people I wanted to hang out with.

(beat, looking at Peter)

Does any of this make sense, or am I wasting breath and boring you?

PETER

Oh, it makes sense, and it answers a lot of questions I've had.

(beat)

On the other hand, I'm still waiting for the part where you reveal what your feelings for me are, now that I've revealed mine.

MJ stops and looks at Peter.

MJ

(softly)

Well, as a matter of fact--

The sound of a gunshot echoes through the neighborhood. MJ and Peter react in horror, trying to place the origin of the shot.

PETER

Sounds like it came from our block!

They take off running, Peter gaining a sizable lead thanks to his speed.

EXT. PARKER HOUSEHOLD - DAY

As soon is his house in view, Peter realizes something is terribly wrong. For starters, the door is wide open, and Uncle Ben's station wagon is starting up. Peter can't tell who's inside it, but it isn't Ben or May.

The station wagon rips backward out of the driveway, and Peter watches in amazement as it tears onto the street, and away from the house.

Close-up of a confused Peter. What in the world is going on?

Sobbing is heard in the background, and Peter turns his attention toward the front door. Panicked, he races inside the house.

INT. PARKER LIVING ROOM - DAY

There, he sees Aunt May cradling Uncle Ben in her arms. His shirt is stained with blood, and he looks weak. May's right hand is pressed on his chest; her left hand is draped around the back of his neck.

MAY

Ben...hang on...please don't go...

Through the chaos of the situation, it finally becomes clear to Peter what has happened. Someone shot Uncle Ben and stole the car to make a getaway.

Peter snaps out of it and crouches near May and inspects Ben, unsure of what to do. Ben sees him and grabs Peter's hand. Suddenly, we see Ben mustering strength for his beloved nephew.

BEN

(groggily)

Peter...call...

MJ

(o.s.)

Oh my god!

Peter and May turn to find MJ standing in the doorway, the blood drained from her face.

PETER

(coming to his senses)

Mary Jane! Call 911!

MJ, who had started moving as soon as he pronounced her name, reaches the phone and dials.

CLOSE IN on Peter and May as they hold Ben.

MAY

Just hold on, Ben...

PETER

It...it'll be okay...