CUT TO
EXT. HOSPITAL - SUNSET
Storm clouds loom over the hospital as we CLOSE IN.
INT. HOSPITAL WAITING ROOM - SUNSET
Among a dozen other people, we see Peter, Aunt May, Mary Jane, and her aunt ANNA WATSON (around May's age, and a friend of the Parker family) all awaiting a verdict. May and Anna sit in chairs, MJ leans against a wall, and Peter paces back and forth across the floor.
MAY
Peter, please...sit down. Your pacing is wearing us all out, and people are staring.
PETER
(frustrated)
I can't, Aunt May. If I do, I'll go nuts.
MJ
(walking to him)
Peter, it's okay.
(putting a comforting hand on his shoulder)
Just calm down...you know he'll be okay.
PETER
(closing his eyes, nodding)
Yeah...he will...the doctor said he's holding on a lot better than any of them figured he would.
MAY
(looking at her hands in her lap)
Ben was always a fighter...
ANNA
Yes, we all know how strong Ben is. He'll be fine.
Amid all this, we get the feeling that the four of them are trying to convince themselves as well as each other of what they're saying. Still, the most optimistic is Peter, who cannot fathom his life without his uncle in it. CLOSE IN on Peter.
PETER
(clenching his fists)
He has to be.
Mary Jane, who's behind Peter, has both hands on his shoulders, and she holds him closer. Peter is so worried about Uncle Ben at the moment that he barely notices.
DOCTOR
(o.s.)
Mrs. Parker?
The four of them (and a few of the extras) look up as a DOCTOR (mid- forties, greying hair, goatee) enters the waiting room, with a somber expression.
MAY
(standing up)
Yes? Is Ben all right?
DOCTOR
Ma'am, I'm afraid that your husband...
He looks at May's fearful expression. She knows what's coming next, and he has to bring himself to say it.
DOCTOR
He passed away two minutes ago.
Stunned silence.
Peter and May hold each other tightly as MJ and Anna watch. Hold for a full minute.
CUT TO
EXT. WATSON HOUSE - NIGHT
CLOSE IN on MJ and Anna's house.
MAY
(v.o.)
I appreciate you letting us stay over here, Anna.
INT. WATSON KITCHEN - NIGHT
Peter and May sit at the kitchen table with MJ and Anna. While their dinner plates are in front of them, May and Peter haven't touched them except to pick at them.
ANNA
Oh, it's no problem, May. I wouldn't dream of allowing you to sleep in a house where Ben was...
(voice trails off)
MJ
(touching Peter's hand)
How're you holding up?
Peter just stared at his food as if he can't figure out what its purpose is.
All look up as they hear a knock on the door. Mary Jane hesitantly gets up to answer it.
The door opens to reveal a DETECTIVE (30s, blonde hair, trench coat), flashing a badge and a smile that he hopes is reassuring.
DETECTIVE
Is May Parker here? I heard she'd be here.
MJ
(turning to the kitchen)
May? Uhm, there's a cop here to see you...
May, Peter, and Anna enter the living room, hesitant but curious.
DETECTIVE
Connor Trevane, NYPD. I'm sorry for your loss.
(beat)
I've just received word that your husband's killer...
They bristle at the word "killer".
DETECTIVE
(con't)
...has been cornered to a warehouse downtown.
It's a standoff, but I promise you, he WILL bring him in.
May nods.
MAY
Thank you, detective...
DETECTIVE
If there's anything I can do...
Peter, listening to the conversation, looks out the window. Several emotions playing on his face. Grief, anger, shock...and finally, determination.
PETER
I need some air...
Peter walks out of the house, leaving the others puzzled.
CUT TO
EXT. PARKER HOUSE - NIGHT
CLOSE IN on the Parker house, where we see a leaping figure landing on the roof from OFF-SCREEN. The figure is Peter, who crawls down to his bedroom window, slipping inside.
INT. PETER'S ROOM - NIGHT
Peter heads to his closet, opening it, and pulling out his Spider-Man costume. He tosses it on the bed and removes his shirt.
After donning the main bodysuit, Peter puts on his boots and gloves, then grabs his mask.
He pulls the mask over his face, then glances at his reflection in the mirror. In the dim light, he looks creepier, almost inhuman. Peter doesn't recognize himself. Which is fine.
EXT. PARKER HOUSE - NIGHT
Spider-Man emerges from his bedroom through the window and closes it while clinging to the wall. He then leaps off the wall and takes off, springing from house to house.
PAN UP to the sky. The storm clouds are now quite large and ominous.
CUT TO
EXT. NEW YORK STREETS - NIGHT
The rain now pours in sheets, but Spider-Man pays little heed as he leaps from building to building. The mood of this scene is a drastic departure from the more cheerful one the previous day. In that one, Spider-Man was fun. Now, he's out for vengeance.
CUT TO
EXT. WAREHOUSE DISTRICT - NIGHT
Spider-Man reaches a rooftop overlooking the intended warehouse, and the location of his quarry. It's not hard to tell that this is the place, because the scene is swarming with POLICE and squad cars.
EXT. WAREHOUSE PARKING LOT - NIGHT
Closer look at the cops, who wear rain slickers in the drizzle. One of the cops, CAPTAIN GEORGE STACY (late-40s, grey hair), lifts a bullhorn and shouts at the warehouse:
STACY
This is your final warning! Come out now with your hands up, or we come in after you!
INT. WAREHOUSE - NIGHT
The warehouse's interior is in near total darkness. The KILLER cautiously looks out the window at the bank of cops below. He looks up at a police helicopter that's arriving, bathing the warehouse in its searchlight.
Killer retreats from the window and checks his gun. It's difficult to tell what he looks like.
KILLER
Shit...only three bullets left.
He jumps at the sound of an angry voice:
SPIDER-MAN
(o.s.)
Is that the gun you used?
Killer spins around and scans the room. Nothing here but crates and cobwebs. No way any of those cops could've gotten in here without him knowing.
He readies his gun, fully alert.
Some movement catches Killer's eye, and he whips around. Nothing there.
SPIDER-MAN
(o.s.)
Jumpy?
Killer jumps, started, and whips around again and looks up. This time he sees something:
POV: KILLER
Spider-Man is perched alertly atop a rafter, looking quite furious. The dim light makes him look sinister...no longer like the showboating wrestler we knew. Nothing like the shy bookworm he used to be.
KILLER
You!
SPIDER-MAN
Me.
KILLER
Stay...stay back...
Killer fires off a shot, but Spider-Man leaps and twists in midair, evading it. He lands on a stack of crates behind Killer, who turns around in surprise and quickly fires again. Spidey shifts his weight to the side, effortlessly dodging the second bullet.
This freaks out Killer even more. What is he dealing with?
Spider-Man POUNCES at Killer, who fires off another shot, missing once again. Spidey vanishes. Nervous, Killer backs up into the open so Spidey can't get behind him. HOLD on him.
SPIDER-MAN
(o.s.)
So tell me, what was it like?
KILLER
Wha...?
SPIDER-MAN
(o.s.)
Killing that old man.
KILLER
What...what d'you care about that?
SPIDER-MAN
(o.s.)
Just answer my question.
KILLER
(blurting)
It wasn't like anything, all right? He's just some old man. Couldn't find his keys in that station wagon, so I got it off him in person. If he hadn't struggled, and that old bag hadn't interfered--
SPIDER-MAN
(o.s., angrily)
Then WHAT? He'd still be alive?
KILLER
He was alive when I left.
SPIDER-MAN
(o.s., icily)
So you killed my...that man...for keys to a getaway car?
KILLER
What business is it of yours?
SPIDER-MAN
(o.s.)
Call it...I dunno...curiosity.
Killer locates the source of the voice and looks up.
POV: KILLER
Spider-Man, who was upside down on the ceiling, drops toward the CAMERA.
INT. WAREHOUSE - NIGHT
Killer backs up as Spider-Man lands in front of him. Killer instinctively brings his gun up and pulls the trigger at point-blank range.
Click. Empty.
Spider-Man grabs the gun with one hand, and Killer's jacket with the other. He lifts Killer off his feet.
TIGHT CLOSEUP of Killer's horrified face reflected off of Spider-Man's eyepieces.
Spider-Man studies Killer's gun.
SPIDER-MAN
So this the gun.
He throws it out the window.
EXT. WAREHOUSE PARKING LOT
The police back up as the glass shatters, and the gun lands on one of the squad cars. Captain Stacy inspects it, then looks up at the hole in the window.
STACY
What the hell is going on in there?
(turns to another cop)
Let's move in.
INT. WAREHOUSE - NIGHT
TIGHT CLOSEUP of Spider-Man's fist striking Killer's jaw, sending him across the room.
WIDE SHOT of Killer hitting his back on a stack of crates. He falls to his knees, dazed, holding his jaw.
He looks up at Spider-Man, who's striding toward him angrily.
SPIDER-MAN
Did that hurt? Not so tough without your gun, are you?
Killer gets up, pissed.
SPIDER-MAN
C'mon, tough guy...take your best shot. Or maybe you can only take out old men.
Killer swings at Spider-Man, who catches his fist and applies pressure. Killer yelps as he feels his knuckles crack.
KILLER
Argh!
SPIDER-MAN
Pathetic! I'd have expected better from a murderer.
Killer punches with his other hand, but Spidey ducks under it and moves behind Killer, letting go of the latter's fist, and kicks him in the back. Killer is sent flying back toward the window and lands face-first on the floor. Spider-Man walks back to him, rage almost boiling over. He's no longer Peter Parker under the mask, just a rage-driven spider.
SPIDER-MAN
Ben Parker endured several painful hours before he died. You only get thirty seconds.
EXT. REAR WAREHOUSE ENTRANCE - NIGHT
The police pour into the warehouse.
INT. WAREHOUSE - NIGHT
Spider-Man picks up Killer again and lifts him up by his throat. He cocks his other hand back, balling it into a fist. He's about to hit his foe harder than he's ever hit everyone in his life.
PETER PARKER
(v.o.)
I really can't explain well what I was thinking at that moment. In fact, I'm sure I wasn't thinking. I was just angry. I wanted to pay him back for what he did to Uncle Ben.
(beat)
I'm quite sure I would have killed him.
The helicopter's searchlight floods the room, bathing Spider-Man and Killer in light. For the first time, Spider-Man can actually see Killer's face.
TIGHT CLOSEUP of Spider-Man's reaction.
SPIDER-MAN
Huh?
CLOSEUP of Killer's face. Now we know why he looked so familiar.
SPIDER-MAN
(o.s.)
Wait a minute...you're...you're...the thief from the arena...
BEGIN FLASHBACK
We see the Thief from the Arena Hallway scene, running from the security guard. We see that he and Killer are the same guy.
The thief runs past Spider-Man and Maxie Schiffman, out the door.
Close-up of Spider-Man
SPIDER-MAN
It's not my job.
FADE TO
Peter watching the Killer take off in the station wagon.
FADE TO
Peter discovering Ben lying on the floor, shot in the chest.
FADE TO
Ben and Peter in the car, heading home from the genetics expo.
BEN
I've told you time and again, that with great power...
PETER
...comes great responsibility, I know.
END FLASHBACK
INT. WAREHOUSE - NIGHT
Spider-Man stares at the barely-conscious Killer in disbelief.
SPIDER-MAN
Oh my god...if you're him...and I let you go that time...then that means...
(beat, whisper)
...it's my fault.
TIGHT CLOSEUP of Spider-Man's fist. It unclenches. Falls limply to his side.
Spider-Man lets go of the Killer, dropping him. He sinks to his knees.
CAPTAIN STACY
(o.s.)
FREEZE!
Spider-Man turns around, and sees himself surrounded by POLICE.
CAPTAIN STACY
Put your hands where we can see them.
SPIDER-MAN
Wha...? But I...
CAPTAIN STACY
Now!
Spider-Man backs away from them slowly, his hands raised.
CAPTAIN STACY
I said, FREEZE!
SPIDER-MAN
But I didn't do anything!
CAPTAIN STACY
You're interfering in a police capture, and you tried to kill the suspect! Now you're trying to add "resisting arrest" to the list! What HAVEN'T you done?
SPIDER-MAN
(angrily)
Homework. I gotta go.
The cops advance toward him, and Spider-Man leaps upward over their heads, toward the skylight.
EXT. WAREHOUSE ROOFTOP - NIGHT
Spider-Man crashes through the skylight, shielding his face with his forearms. He lands on the roof and takes off running across the rooftop, the helicopter on his tail.
HELICOPTOR PILOT
(v.o.)
Surrender immediately! You're under arrest!
The rain drenches Spider-Man as he runs feverishly, backlit by the helicopter's spotlight. He reaches the edge of the roof and LEAPS, covering at least fifty feet.
INT. WAREHOUSE - NIGHT
Captain Stacy watches this from a window.
CAPTAIN STACY
(speaking into walkie-talkie)
Shoot to wound.
EXT. WAREHOUSE LOT
Spider-Man runs across the pavement, toward a tall chain link fence with barbed wire on top.
His spider-sense blares, and he starts zigzagging as bullets pepper the pavement.
HELICOPTER COP
(v.o.)
Damn! Can't hit him!
Spider-Man leaps in a single stride over the fence, and runs into an alley between two buildings.
CUT TO
INT. WATSON LIVING ROOM - NIGHT
Mary Jane paces as May and Anna watch from the couch.
MJ
Where IS he?
ANNA
I'm sure he's just spending some time alone. All this has hit him pretty hard.
MAY
I just hope he doesn't do anything foolish...
ANNA
This IS Peter we're talking about, right? What would he do?
MAY
Yes...yes, I suppose you're right.
CUT TO
EXT. ALLEY - NIGHT
UPSHOT at the police helicopter, as its spotlight searches between the buildings.
Police cars enter the alley. Cops emerge and start searching the area.
CLOSE IN on a delivery truck leaving the scene from a parking lot.
UNDER TRUCK - NIGHT
We see Spider-Man clinging to the underside of the truck, his body mere inches from the moving pavement. He keeps getting splashed by mud puddles. He barely notices it.
CUT TO
EXT. WATSON HOUSE - NIGHT
Mary Jane sits on the front porch swing, blanket wrapped over her, waiting for Peter to return.
MJ
(out loud)
Dammit, Peter, if you've gone off and gotten yourself killed, I'll never forgive you.
(beat)
I mean, I'll forgive you if you come back, but....
(beat)
Why am I talking to myself?
ANNA
(o.s., from inside)
Mary? Who're you talking to? Is that Peter?
MJ
No, Aunt Anna...just me...
ANNA
Come inside where it's warm. No use waiting all night for him.
MJ
(getting up)
All right...
MJ stands and takes one last look at the neighborhood, then reluctantly turns to go inside.
As she does this, a familiar figure reaches the Parker house, and slips in the top-floor window.
INT. PETER'S ROOM - NIGHT
Peter rips off his mask in the dim light, and staggers to the bathroom.
PETER
Oh god...oh god...
INT. BATHROOM - NIGHT
Peter turns on the light and closes the door. We see that his costume is completely soaked and grungy. He's a complete mess, both externally and internally.
He turns on the faucet and looks in the mirror. He's disgusted by what he sees. He buries his head in his hands, as we hear:
BEN
(v.o.)
...with great power...
PETER
(v.o.)
...comes great responsibility.
SPIDER-MAN
(v.o.)
It's not my job.
MAY
(v.o.)
Ben...hang on...please don't go...
DOCTOR
(v.o.)
He passed away two minutes ago.
SPIDER-MAN
(v.o.)
Ben Parker endured several painful hours before he died. You only get thirty seconds.
SPIDER-MAN
(v.o.)
Wait a minute...you're...you're...the thief from the arena...
SPIDER-MAN
(v.o.)
...it's my fault...
Peter looks back up at his reflection with disgust.
SPIDER-MAN
(v.o.)
I'd have expected better from a murderer.
Peter punches the mirror, cracking it.
EXT. HOSPITAL - SUNSET
Storm clouds loom over the hospital as we CLOSE IN.
INT. HOSPITAL WAITING ROOM - SUNSET
Among a dozen other people, we see Peter, Aunt May, Mary Jane, and her aunt ANNA WATSON (around May's age, and a friend of the Parker family) all awaiting a verdict. May and Anna sit in chairs, MJ leans against a wall, and Peter paces back and forth across the floor.
MAY
Peter, please...sit down. Your pacing is wearing us all out, and people are staring.
PETER
(frustrated)
I can't, Aunt May. If I do, I'll go nuts.
MJ
(walking to him)
Peter, it's okay.
(putting a comforting hand on his shoulder)
Just calm down...you know he'll be okay.
PETER
(closing his eyes, nodding)
Yeah...he will...the doctor said he's holding on a lot better than any of them figured he would.
MAY
(looking at her hands in her lap)
Ben was always a fighter...
ANNA
Yes, we all know how strong Ben is. He'll be fine.
Amid all this, we get the feeling that the four of them are trying to convince themselves as well as each other of what they're saying. Still, the most optimistic is Peter, who cannot fathom his life without his uncle in it. CLOSE IN on Peter.
PETER
(clenching his fists)
He has to be.
Mary Jane, who's behind Peter, has both hands on his shoulders, and she holds him closer. Peter is so worried about Uncle Ben at the moment that he barely notices.
DOCTOR
(o.s.)
Mrs. Parker?
The four of them (and a few of the extras) look up as a DOCTOR (mid- forties, greying hair, goatee) enters the waiting room, with a somber expression.
MAY
(standing up)
Yes? Is Ben all right?
DOCTOR
Ma'am, I'm afraid that your husband...
He looks at May's fearful expression. She knows what's coming next, and he has to bring himself to say it.
DOCTOR
He passed away two minutes ago.
Stunned silence.
Peter and May hold each other tightly as MJ and Anna watch. Hold for a full minute.
CUT TO
EXT. WATSON HOUSE - NIGHT
CLOSE IN on MJ and Anna's house.
MAY
(v.o.)
I appreciate you letting us stay over here, Anna.
INT. WATSON KITCHEN - NIGHT
Peter and May sit at the kitchen table with MJ and Anna. While their dinner plates are in front of them, May and Peter haven't touched them except to pick at them.
ANNA
Oh, it's no problem, May. I wouldn't dream of allowing you to sleep in a house where Ben was...
(voice trails off)
MJ
(touching Peter's hand)
How're you holding up?
Peter just stared at his food as if he can't figure out what its purpose is.
All look up as they hear a knock on the door. Mary Jane hesitantly gets up to answer it.
The door opens to reveal a DETECTIVE (30s, blonde hair, trench coat), flashing a badge and a smile that he hopes is reassuring.
DETECTIVE
Is May Parker here? I heard she'd be here.
MJ
(turning to the kitchen)
May? Uhm, there's a cop here to see you...
May, Peter, and Anna enter the living room, hesitant but curious.
DETECTIVE
Connor Trevane, NYPD. I'm sorry for your loss.
(beat)
I've just received word that your husband's killer...
They bristle at the word "killer".
DETECTIVE
(con't)
...has been cornered to a warehouse downtown.
It's a standoff, but I promise you, he WILL bring him in.
May nods.
MAY
Thank you, detective...
DETECTIVE
If there's anything I can do...
Peter, listening to the conversation, looks out the window. Several emotions playing on his face. Grief, anger, shock...and finally, determination.
PETER
I need some air...
Peter walks out of the house, leaving the others puzzled.
CUT TO
EXT. PARKER HOUSE - NIGHT
CLOSE IN on the Parker house, where we see a leaping figure landing on the roof from OFF-SCREEN. The figure is Peter, who crawls down to his bedroom window, slipping inside.
INT. PETER'S ROOM - NIGHT
Peter heads to his closet, opening it, and pulling out his Spider-Man costume. He tosses it on the bed and removes his shirt.
After donning the main bodysuit, Peter puts on his boots and gloves, then grabs his mask.
He pulls the mask over his face, then glances at his reflection in the mirror. In the dim light, he looks creepier, almost inhuman. Peter doesn't recognize himself. Which is fine.
EXT. PARKER HOUSE - NIGHT
Spider-Man emerges from his bedroom through the window and closes it while clinging to the wall. He then leaps off the wall and takes off, springing from house to house.
PAN UP to the sky. The storm clouds are now quite large and ominous.
CUT TO
EXT. NEW YORK STREETS - NIGHT
The rain now pours in sheets, but Spider-Man pays little heed as he leaps from building to building. The mood of this scene is a drastic departure from the more cheerful one the previous day. In that one, Spider-Man was fun. Now, he's out for vengeance.
CUT TO
EXT. WAREHOUSE DISTRICT - NIGHT
Spider-Man reaches a rooftop overlooking the intended warehouse, and the location of his quarry. It's not hard to tell that this is the place, because the scene is swarming with POLICE and squad cars.
EXT. WAREHOUSE PARKING LOT - NIGHT
Closer look at the cops, who wear rain slickers in the drizzle. One of the cops, CAPTAIN GEORGE STACY (late-40s, grey hair), lifts a bullhorn and shouts at the warehouse:
STACY
This is your final warning! Come out now with your hands up, or we come in after you!
INT. WAREHOUSE - NIGHT
The warehouse's interior is in near total darkness. The KILLER cautiously looks out the window at the bank of cops below. He looks up at a police helicopter that's arriving, bathing the warehouse in its searchlight.
Killer retreats from the window and checks his gun. It's difficult to tell what he looks like.
KILLER
Shit...only three bullets left.
He jumps at the sound of an angry voice:
SPIDER-MAN
(o.s.)
Is that the gun you used?
Killer spins around and scans the room. Nothing here but crates and cobwebs. No way any of those cops could've gotten in here without him knowing.
He readies his gun, fully alert.
Some movement catches Killer's eye, and he whips around. Nothing there.
SPIDER-MAN
(o.s.)
Jumpy?
Killer jumps, started, and whips around again and looks up. This time he sees something:
POV: KILLER
Spider-Man is perched alertly atop a rafter, looking quite furious. The dim light makes him look sinister...no longer like the showboating wrestler we knew. Nothing like the shy bookworm he used to be.
KILLER
You!
SPIDER-MAN
Me.
KILLER
Stay...stay back...
Killer fires off a shot, but Spider-Man leaps and twists in midair, evading it. He lands on a stack of crates behind Killer, who turns around in surprise and quickly fires again. Spidey shifts his weight to the side, effortlessly dodging the second bullet.
This freaks out Killer even more. What is he dealing with?
Spider-Man POUNCES at Killer, who fires off another shot, missing once again. Spidey vanishes. Nervous, Killer backs up into the open so Spidey can't get behind him. HOLD on him.
SPIDER-MAN
(o.s.)
So tell me, what was it like?
KILLER
Wha...?
SPIDER-MAN
(o.s.)
Killing that old man.
KILLER
What...what d'you care about that?
SPIDER-MAN
(o.s.)
Just answer my question.
KILLER
(blurting)
It wasn't like anything, all right? He's just some old man. Couldn't find his keys in that station wagon, so I got it off him in person. If he hadn't struggled, and that old bag hadn't interfered--
SPIDER-MAN
(o.s., angrily)
Then WHAT? He'd still be alive?
KILLER
He was alive when I left.
SPIDER-MAN
(o.s., icily)
So you killed my...that man...for keys to a getaway car?
KILLER
What business is it of yours?
SPIDER-MAN
(o.s.)
Call it...I dunno...curiosity.
Killer locates the source of the voice and looks up.
POV: KILLER
Spider-Man, who was upside down on the ceiling, drops toward the CAMERA.
INT. WAREHOUSE - NIGHT
Killer backs up as Spider-Man lands in front of him. Killer instinctively brings his gun up and pulls the trigger at point-blank range.
Click. Empty.
Spider-Man grabs the gun with one hand, and Killer's jacket with the other. He lifts Killer off his feet.
TIGHT CLOSEUP of Killer's horrified face reflected off of Spider-Man's eyepieces.
Spider-Man studies Killer's gun.
SPIDER-MAN
So this the gun.
He throws it out the window.
EXT. WAREHOUSE PARKING LOT
The police back up as the glass shatters, and the gun lands on one of the squad cars. Captain Stacy inspects it, then looks up at the hole in the window.
STACY
What the hell is going on in there?
(turns to another cop)
Let's move in.
INT. WAREHOUSE - NIGHT
TIGHT CLOSEUP of Spider-Man's fist striking Killer's jaw, sending him across the room.
WIDE SHOT of Killer hitting his back on a stack of crates. He falls to his knees, dazed, holding his jaw.
He looks up at Spider-Man, who's striding toward him angrily.
SPIDER-MAN
Did that hurt? Not so tough without your gun, are you?
Killer gets up, pissed.
SPIDER-MAN
C'mon, tough guy...take your best shot. Or maybe you can only take out old men.
Killer swings at Spider-Man, who catches his fist and applies pressure. Killer yelps as he feels his knuckles crack.
KILLER
Argh!
SPIDER-MAN
Pathetic! I'd have expected better from a murderer.
Killer punches with his other hand, but Spidey ducks under it and moves behind Killer, letting go of the latter's fist, and kicks him in the back. Killer is sent flying back toward the window and lands face-first on the floor. Spider-Man walks back to him, rage almost boiling over. He's no longer Peter Parker under the mask, just a rage-driven spider.
SPIDER-MAN
Ben Parker endured several painful hours before he died. You only get thirty seconds.
EXT. REAR WAREHOUSE ENTRANCE - NIGHT
The police pour into the warehouse.
INT. WAREHOUSE - NIGHT
Spider-Man picks up Killer again and lifts him up by his throat. He cocks his other hand back, balling it into a fist. He's about to hit his foe harder than he's ever hit everyone in his life.
PETER PARKER
(v.o.)
I really can't explain well what I was thinking at that moment. In fact, I'm sure I wasn't thinking. I was just angry. I wanted to pay him back for what he did to Uncle Ben.
(beat)
I'm quite sure I would have killed him.
The helicopter's searchlight floods the room, bathing Spider-Man and Killer in light. For the first time, Spider-Man can actually see Killer's face.
TIGHT CLOSEUP of Spider-Man's reaction.
SPIDER-MAN
Huh?
CLOSEUP of Killer's face. Now we know why he looked so familiar.
SPIDER-MAN
(o.s.)
Wait a minute...you're...you're...the thief from the arena...
BEGIN FLASHBACK
We see the Thief from the Arena Hallway scene, running from the security guard. We see that he and Killer are the same guy.
The thief runs past Spider-Man and Maxie Schiffman, out the door.
Close-up of Spider-Man
SPIDER-MAN
It's not my job.
FADE TO
Peter watching the Killer take off in the station wagon.
FADE TO
Peter discovering Ben lying on the floor, shot in the chest.
FADE TO
Ben and Peter in the car, heading home from the genetics expo.
BEN
I've told you time and again, that with great power...
PETER
...comes great responsibility, I know.
END FLASHBACK
INT. WAREHOUSE - NIGHT
Spider-Man stares at the barely-conscious Killer in disbelief.
SPIDER-MAN
Oh my god...if you're him...and I let you go that time...then that means...
(beat, whisper)
...it's my fault.
TIGHT CLOSEUP of Spider-Man's fist. It unclenches. Falls limply to his side.
Spider-Man lets go of the Killer, dropping him. He sinks to his knees.
CAPTAIN STACY
(o.s.)
FREEZE!
Spider-Man turns around, and sees himself surrounded by POLICE.
CAPTAIN STACY
Put your hands where we can see them.
SPIDER-MAN
Wha...? But I...
CAPTAIN STACY
Now!
Spider-Man backs away from them slowly, his hands raised.
CAPTAIN STACY
I said, FREEZE!
SPIDER-MAN
But I didn't do anything!
CAPTAIN STACY
You're interfering in a police capture, and you tried to kill the suspect! Now you're trying to add "resisting arrest" to the list! What HAVEN'T you done?
SPIDER-MAN
(angrily)
Homework. I gotta go.
The cops advance toward him, and Spider-Man leaps upward over their heads, toward the skylight.
EXT. WAREHOUSE ROOFTOP - NIGHT
Spider-Man crashes through the skylight, shielding his face with his forearms. He lands on the roof and takes off running across the rooftop, the helicopter on his tail.
HELICOPTOR PILOT
(v.o.)
Surrender immediately! You're under arrest!
The rain drenches Spider-Man as he runs feverishly, backlit by the helicopter's spotlight. He reaches the edge of the roof and LEAPS, covering at least fifty feet.
INT. WAREHOUSE - NIGHT
Captain Stacy watches this from a window.
CAPTAIN STACY
(speaking into walkie-talkie)
Shoot to wound.
EXT. WAREHOUSE LOT
Spider-Man runs across the pavement, toward a tall chain link fence with barbed wire on top.
His spider-sense blares, and he starts zigzagging as bullets pepper the pavement.
HELICOPTER COP
(v.o.)
Damn! Can't hit him!
Spider-Man leaps in a single stride over the fence, and runs into an alley between two buildings.
CUT TO
INT. WATSON LIVING ROOM - NIGHT
Mary Jane paces as May and Anna watch from the couch.
MJ
Where IS he?
ANNA
I'm sure he's just spending some time alone. All this has hit him pretty hard.
MAY
I just hope he doesn't do anything foolish...
ANNA
This IS Peter we're talking about, right? What would he do?
MAY
Yes...yes, I suppose you're right.
CUT TO
EXT. ALLEY - NIGHT
UPSHOT at the police helicopter, as its spotlight searches between the buildings.
Police cars enter the alley. Cops emerge and start searching the area.
CLOSE IN on a delivery truck leaving the scene from a parking lot.
UNDER TRUCK - NIGHT
We see Spider-Man clinging to the underside of the truck, his body mere inches from the moving pavement. He keeps getting splashed by mud puddles. He barely notices it.
CUT TO
EXT. WATSON HOUSE - NIGHT
Mary Jane sits on the front porch swing, blanket wrapped over her, waiting for Peter to return.
MJ
(out loud)
Dammit, Peter, if you've gone off and gotten yourself killed, I'll never forgive you.
(beat)
I mean, I'll forgive you if you come back, but....
(beat)
Why am I talking to myself?
ANNA
(o.s., from inside)
Mary? Who're you talking to? Is that Peter?
MJ
No, Aunt Anna...just me...
ANNA
Come inside where it's warm. No use waiting all night for him.
MJ
(getting up)
All right...
MJ stands and takes one last look at the neighborhood, then reluctantly turns to go inside.
As she does this, a familiar figure reaches the Parker house, and slips in the top-floor window.
INT. PETER'S ROOM - NIGHT
Peter rips off his mask in the dim light, and staggers to the bathroom.
PETER
Oh god...oh god...
INT. BATHROOM - NIGHT
Peter turns on the light and closes the door. We see that his costume is completely soaked and grungy. He's a complete mess, both externally and internally.
He turns on the faucet and looks in the mirror. He's disgusted by what he sees. He buries his head in his hands, as we hear:
BEN
(v.o.)
...with great power...
PETER
(v.o.)
...comes great responsibility.
SPIDER-MAN
(v.o.)
It's not my job.
MAY
(v.o.)
Ben...hang on...please don't go...
DOCTOR
(v.o.)
He passed away two minutes ago.
SPIDER-MAN
(v.o.)
Ben Parker endured several painful hours before he died. You only get thirty seconds.
SPIDER-MAN
(v.o.)
Wait a minute...you're...you're...the thief from the arena...
SPIDER-MAN
(v.o.)
...it's my fault...
Peter looks back up at his reflection with disgust.
SPIDER-MAN
(v.o.)
I'd have expected better from a murderer.
Peter punches the mirror, cracking it.