CUT TO

INT. WATSON HOUSE BATHROOM - NIGHT

Mary Jane, fresh from a shower, towels off in a mirror (a towel is wrapped around her). We hear May and Anna talking. We can distinctly make out the word, "Peter."

MJ's eyes widen.

ANNA

(v.o.)

Mary Jane! Peter's back!

MJ frantically hurries to get dressed.

INT. WATSON LIVING ROOM - NIGHT

MJ emerges from the bathroom fully clothed, and sees Peter sitting on the couch. It looks like he's had a shower too. He looks up as she approaches.

PETER

Sorry I walked out...

MJ

Where did you go? You've been gone for hours.

PETER

I took a walk...a long one...to clear my head. I knew I couldn't face you guys again until I was in better shape.

MJ

(sitting next to him)

And are you?

PETER

I don't know...

MJ hugs him tightly, and Peter, after a moment, hugs her back.

CUT TO

INT. OTTO'S ROOM

TIGHT CLOSEUP of a hand. The fingers move, as if the person attached to the hand is testing them out. We hear clicking hydraulic sounds. In what little light there is, we see that the hand itself is mechanical.

PAN RIGHT to reveal that the hand belongs to Otto Octavius. He looks completely fascinated by his new mechanical parts.

He looks to his left at one of his snakelike appendages. He flexes the fingers, and smiles.

He stands up, and we see that all four of his tentacles have been repaired. The room is sparse, with only a bed and nightstand. He looks to a clear plastic cup of water on the nightstand, and reaches out to it with a tentacle. The three fingers spread out and grip the cup. The cup cracks, and water spills out. Otto frowns, and sets the cup back on the nightstand.

Octavius hears a buzzing sound and looks around. He whips out a tentacle, and the fingers clank together. The buzzing stops. He grins.

CUT TO

EXT. WESTWOOD CEMETARY - DAY

Peter, May, MJ, Anna, and other friends and family gather around a tombstone as a PRIEST reads from a bible.

PRIEST

And so, our memory of Ben Parker lives on, while his body returns to the ground...

CLOSEUP of the TOMBSTONE. It reads:

BEN PARKER

1949-2000

HUSBAND OF MAY PARKER, UNCLE OF PETER PARKER

HE WAS LOVED.

PRIEST

(o.s.)

Ashes to ashes...

Peter, at May's side, gazes blankly at the words on the tombstone. He's still in disbelief, and looks to be on the verge of tears. May seems to be in a similar condition.

PRIEST

(o.s.)

...dust to dust...

PAN DOWN to Peter's hand. It clenches into a determined fist.

TIGHT CLOSEUP of Peter's intense eyes.

FADE TO

INT. PETER'S ROOM - NIGHT

We see him cleaning the caked-on mud off of his Spider-Man costume.

PETER

(v.o.)

I had some serious atoning to do. I didn't use my powers to stop a criminal when I easily could have, so I'm going to rectify that mistake.

Once finished with the cleaning, Peter starts hand sewing up the tears in his costume.

PETER

(v.o.)

I also had some sewing to do. Sure, it sounds silly, but I put my outfit through a lot of abuse trying to get away from the cops.

Peter accidentally pricks his finger.

PETER

Ow! Geez...

PETER

(v.o.)

Besides, I don't know how it's possible to live one's whole live being raised by Aunt May, and NOT know how to sew. She sure gave ME a thorough lesson.

He covers a large tear in the back of the costume with a piece of red fabric cut into the familiar spider shape...

PETER

(v.o.)

But one thing was for certain: This city would not see the last of Spider- Man.

CUT TO

INT. DAILY BUGLE CITY DESK - NIGHT

TIGHT CLOSEUP of a newspaper mockup of the front page, complete with a large picture of Spider-Man (artist's interpretation), and the headline, "SPIDERMAN FUGITIVE FROM JUSTICE".

JAMESON

(o.s.)

I knew he was a criminal.

ROBBIE

(o.s.)

He is?.

PULL OUT, to reveal J. Jonah Jameson holding the mockup, with Robbie Robertson at his side. Both study the mockup.

JAMESON

Certainly. He interferes with a police manhunt, almost kills the suspect, and resists arrest. Then he drops out of sight. What would you call him?

ROBBIE

I don't know. This just doesn't seem like a fair assessment of him.

JAMESON

Oh?

ROBBIE

I mean, it seems to me like it was personal for him. He gained some notoriety as a wrestler on TV, so to have him suddenly go vigilante like this without a reason doesn't make sense. Seems to me he had some sort of personal stake in that case. Maybe he knew the victim.

JAMESON

Or maybe he was in cahoots with the suspect, and the two got into a disagreement.

(looking at Robbie seriously)

Whatever the deal is, Spiderman is now a wanted fugitive. Why? Abuse of power. He figured that that wall-crawling shtick of his gives him license to take the law in his own hands. What kind of message does that send? We HAVE to bring him in.

ROBBIE

"We"?

JAMESON

The Daily Bugle. We'll run a series of features and editorials on him, and have the readers call this paper if they have a spider sighting.

ROBBIE

So it's not okay to use a mutant power to fight crime, but it's perfectly all right to use power of the press to persecute someone.

JAMESON

You're not listening.

ROBBIE

I'm listening just fine. If this guy is indeed a criminal, then we do have a responsibility to reveal this to the public. But we also have a responsibility, Jonah, to report both sides of the story, which means we at least consider the possibility that he's not the villain the media paint him as.

(beat)

Or is "innocent until proven guilty" obsolete these days?

JAMESON

We have to report the truth.

ROBBIE

Exactly. And the truth isn't necessarily your opinion, Jonah.

Robbie walks away, into the crowd of staffers. Jameson glares after him, pissed. BETTY BRANT, an intern, walks up to him, carrying a folder.

BETTY

Mr. Jameson--

JONAH

WHAT?!

Betty retreats from Jameson as fast as she can.

CUT TO

EXT. URBAN STREET - NIGHT

Hardcore rap music fills the air as two GANGS, six or seven members apiece, confront each other. These are the usual hardened street-thugs one finds in an environment such as this The atmosphere threatens to explode into violence at any second. But for now, the gang leaders, 8-BALL WILLIAMS (wearing a black Starter Jacket with the hood pulled down) and BIG K DERRICKSON (the largest male there, with a necklace bearing gold letters that spell out "BIG K") merely wish to talk.

8-BALL

A'ight. We're here. So whassup? You wanted to discuss a cease-fire?

BIG K

Yup. Too many of us on both sides've been put on the slab. And for what? Territory? This keeps up, and ain't none of us gonna survive, know what I'm sayin'?

8-BALL

You the last nigga I'd expect to hear talkin' 'bout peace.

BIG K

True, I still got scores to settle wit'chu fools, but it's gotta end sometime.

8-BALL

So why don't I believe yo' ass?

BIG K

'Cause you obviously ain't as dumb as you look.

Without warning, Big K grabs 8-Ball's hood and punches him hard in the stomach, as his boys pull their guns on 8-Ball's gang. Big K pulls his own gun and holds it against 8-Ball's face threateningly.

BIG K

But'chu WERE stupid enough to show up, so you deserve exactly what you're gonna get.

The background music suddenly cuts off, which directs everyone's attention to one of the parked cars. Leaning up against it casually is Spider-Man, who just turned off the car stereo.

SPIDER-MAN

Party's over.

The gang members stare at him incredulously.

BIG K

What the fuck you doin' here, fool?

SPIDER-MAN

Watching modern peace negotiators at work.

BIG K

(to his boys)

Waste his ass.

Big K's gang turn their guns on Spider-Man and open fire. Spider-Man backflips over the car and ducks behind it, as the bullets pepper the car's paintjob.

BIG K

(shouting over the gunfire)

MY CAR! STOP SHOOTING!

His gang eventually stops shooting, and are treated to an amazing sight. Spider-Man picks up the car and lifts it over his head, prepared to throw it.

SPIDER-MAN

Now who's got the biggest guns? Drop your weapons, all of you, or I make you eat this.

The gang members consider this.

SPIDER-MAN

Don't believe me? Just try my patience.

8-Ball uses the distraction to double Big K over with a punch to the stomach. He holds his own gun to Big K's head.

8-BALL

Peace out.

They hear a loud crash and look over to Spider-Man, who has dropped the car on its bumper. The car falls slowly onto the pavement, upside down.

SPIDER-MAN

Weren't you guys listening?

The thugs open fire on Spider-Man, who leaps and twists toward them, avoiding the bullets. Before they can react, he's in their midst, throwing punches and kicks at them.

Unfortunately, he's at a disadvantage in the midst of the crowd, since punches and kicks are thrown at him from all directions. We see his spider- sense blaring, but he has increasing difficulty in fending off the attacks, especially when they begin using weapons like knives, crowbars, and other things lying around.

His situation desperate, Spidey flails out blindly, and leaps out of the fray. He grabs Big K and 8-Ball by their jackets and leaps upward with them to the top of a lamppost.

SPIDER-MAN

Now that I have your undivided attention, I want all of you out of the neighborhood. That cease-fire you two were talking about is hereby permanent. Understand?

The two thugs nod quickly, hoping Spidey doesn't drop them. Sirens blare in the distance, getting closer.

SPIDER-MAN

Great. See ya, folks.

Spider-Man tosses Big K and 8-Ball onto the other gangsters, toppling them. He leaps off of the lamppost up to a nearby building and climbs up the side.

The cops arrive and apprehend the thugs, while Spider-Man watches from a rooftop, nursing a few bruises.

CUT TO

INT. TRAINING ROOM - NIGHT

A heavy sandbag with a target marked on it (the kind martial artists might use to practice kicks on) drops from the ceiling. A mechanical appendage strikes the target from off screen, the tri-fingered fist going straight through it. Sand sprays from it as the appendage retracts.

TIGHT CLOSEUP of Octavius as he reacts to something behind him, whipping another appendage around quickly.

An audible CLANG echoes as the appendage broadsides an engine block hanging from a chain.

OCTAVIUS

(to himself)

Damn! Reflexes are still too slow...

He turns around in time to see a huge solid metal object speed toward him. He panics, then sees the object stop barely a foot from his face. He realizes all four of his metallic appendages are holding it in place. He then smiles and pushes with the arms, sending it back into the wall it came from, the object's hydraulics screaming in protest.

He catches his breath, and hears clapping. He turns and sees Norman Osborn and Mendel Stromm walking toward him.

OSBORN

Impressive. You're getting the hang of your new cybernetic body.

OCTAVIUS

Only marginally. When I want it to work, it does so too slowly Yet it reacts with blinding speed and accuracy to my basest knee-jerk reactions.

STROMM

These things take time, Octavius. With more practice you'll be able to control your cybernetics with complete ease.

OCTAVIUS

Oh? And how would you know, Stromm? (brings an appendage close to Stromm's face) Have YOU ever had to live with these? (clenches the robotic fist)

OSBORN

Correct me if I'm wrong, Otto, but didn't you AGREE to the cybernetic enhancement?

OCTAVIUS

Did I have a choice at the time?

OSBORN

This or a lifetime of paralysis. Like it or not, you chose this path. The operation cost me a fortune, so I expect to see some progress made.

OCTAVIUS

Yes...as your "enforcer". You still haven't explained why you have gone through all this trouble and expense when hiring someone else would have been much easier.

OSBORN

You'll know soon enough. For now, keep working.

OCTAVIUS

Yes, Mr. Osborn.

Osborn and Stromm exit the room.

OCTAVIUS

"Yes sir, Mr. Osborn. Right away, Mr. Osborn."

Octavius angrily slams a fist (NOT a snakelike appendage) into the steel wall. He pulls his hand away, leaving a huge dent in the wall. He inspects his hand. It's here that we see that his arm is now robotic as well.

INT. CORRIDOR - NIGHT

Osborn and Stromm walk through a metallic corridor.

OSBORN

What's the latest on the spider? Has he shown back up yet?

STROMM

There was a sighting in Harlem. He was seen busting up a gang skirmish, but he left before the police arrived.

OSBORN

Think he's changed careers? From wrestler to vigilante, that is?

STROMM

It's a possibility. If you don't mind my asking, why are you so interested in Spider-Man all of a sudden?

OSBORN

I like to keep tabs on all of my potential enemies...and allies.