CUT TO
INT. PARKER HOUSE KITCHEN - DAY
Mat and Peter sit at the kitchen table, eating a breakfast of waffles, toast, and sausage. There's an uncomfortable silence between them. Peter keeps glancing at an empty chair, where Uncle Ben used to sit.
May studies Peter's face carefully.
MAY
Peter?
PETER
(looking up)
Hm?
MAY
Is that a bruise on your cheek?
Peter touches his face, and finds that there is indeed a bruise there.
PETER
Uh...what bruise?
MAY
The one under your hand. Where did you get that?
PETER
Uhm, nowhere...it's nothing...
MAY
Peter...answer me.
PETER
I got it at school. Fight with Flash Thompson.
MAY
You haven't been to school for almost a week.
PETER
Uh, yeah, I know...I got it Monday, the last day I was there.
MAY
And it's just now showing up?
PETER
Yeah...bruises do that from time to time...pass the syrup?
MAY
(getting angry)
You were never a very good liar, Peter. Now what happened? On those long walks you take, have you been getting into trouble?
PETER
Nope, I've been a good little boy. PLEASE pass the syrup?
MAY
You have, haven't you? You lost your uncle, and now you're taking out your aggressions on other people, correct? You know how I feel about that.
PETER
(standing up)
Yeah, I'm not supposed to show any emotion at all!
MAY
Peter...
PETER
I'm supposed to keep it all inside me like you've been doing, right? Uncle Ben was your husband, and you've said maybe five words AT THE MOST about it! Last time I saw you shed a tear was Monday when it happened.
MAY
Don't think I've FORGOTTEN who Benjamin was to me, young man! His death almost tore me apart, but I held together, stayed strong for you, Peter! You lost both parents, and now your uncle, but you are NOT losing me!
I will do what it takes to make sure you have someone in your life to act as a parent, which means no matter how much pain Benjamin's death has left me with, I refuse to let it come between me and my responsibility to you!
(calming down)
I miss Ben so much I can't see straight, but this is how I choose to honor his death.
Silence between the two.
PETER
Fine. You deal with it your way; I'll deal with it mine.
(turns and walks to the living room, leaving his food on the table)
Oh, and keep the syrup.
Peter heads upstairs, and May rubs her brow sadly. She looks at the empty chair Ben used to sit in, and closes her eyes, on the verge of tears.
INT. PETER'S ROOM - DAY
Peter enters his room and flops face-down on his unmade bed. After a moment he looks over to the open door of his closet, into the mirror. He touches the bruise on his face.
He removes his shirt, and examines the other bruises on his body. There are a lot of them.
He then looks at the Spider-Man costume draped on the bedpost.
PETER
This wasn't how the Spider-Man thing was supposed to go.
He leans back on the bed, massaging his forearm. He suddenly looks at it, getting an idea.
PETER
Hmmm...that's what I need...
CUT TO
INT. HARDWARE STORE - DAY
Peter buys a few small mechanical devices from the store. He looks somewhat out of place in the environment, but doesn't care. He also has an "I'm- planning-something" look on his face that unsettles the cashier.
PETER
(happily)
Don't worry. I'm not making a bomb or anything.
CASHIER
That's a relief, I think.
CUT TO
INT. PETER'S ROOM - DAY
With the materials laid out before him on his bed, Peter sets to work.
BEGIN MONTAGE
He sketches out a basic design on his notebook, and scribbles some notes we can't make out.
He sits at his desk, putting his chemistry set to good use. He pours a few chemicals into a beaker, and mixes them.
He assembles the mechanical parts carefully. The mechanism looks somewhat like a fishing reel, but smaller.
He pours the liquid mixture from one beaker to another, and adds in a third chemical. The result froths and bubbles like root beer. By now we can see through his window that's approaching sunset.
PETER
Kids, don't try this at home.
He attaches a trigger mechanism to the device, a long flexible tube extending from the device to a small half-dollar-sized button.
He mixes the concoction in the beaker, then pours it into a small cartridge. He places the cartridge into the device, and pushes the button.
A long thin stream of fluid squirts from the device onto a target on his wall like silly string. The target is a black-and-white picture of Flash Thompson cut out from his yearbook.
The fluid stream hardens into a silken thread. Peter examines it, tugging at it.
PETER
A long-chain polymer, capable of forming solid upon contact with air, maintaining its stickiness, and serving as a thread. In other words, synthetic webbing. Strong too. Peter, you ARE a genius. And Flash never looked better.
A tiny valve in the device comes loose, and the liquid is sprayed everywhere.
PETER
Hey!
(sigh)
Okay, it needs work..
MAY
(v.o.)
Peter, what are you doing in there?
CUT TO
EXT. ROMITA PHARMACEUTICALS - SUNSET
PAN ACROSS a pharmaceuticals plant. It's quite hi-tech-looking, on par with Oscorp. END PAN on a sign with the company logo on it. Under it is a slogan that reads, "A LEADER IN GOOD HEALTH SINCE 1964"
INT. ROMITA PHARMACEUTICALS - SUNSET
A three-fingered appendage breaks a SECURITY GUARD'S face, sending him into a wall. SECURITY GUARD #2 raises his gun, but the appendage grabs the gun away from the guard, while a second one grabs his leg and tosses him against the opposite wall.
Octavius admires his handiwork. He's dressed in a black trench coat, black gloves, and black boots, bordering on "Matrix" style. Incongruously, he wears tinted green shades. All in all he looks quite powerful and confident.
He strides toward the labs, but an alarm sounds, and six more guards appear behind him. They waste no time in opening fire.
The bullets penetrate Octavius' coat, but they strike metal underneath. He casually sends two appendages toward them, with no more thought than one would give to shooing away flies. The tentacles punch guards #3 and #4 in the chests, grab them, and lift them up swiftly to the ceiling, burying their heads in an overhead light fixture. The tentacles drop the electrocuted guards and retract.
The four remaining guards back away, still holding their guns, but frightened.
Four more guards, this team dressed in flack jackets and helmets, emerge from an elevator and fire automatic weapons, while the first set of guards gets the hell out of there. The bullets penetrate Octavius' cybernetic body more efficiently, but only enough to piss him off.
He recognizes the uniforms as that of the unit of soldiers who invaded his lab and caused the explosion. Enraged, he charges toward them, using all four tentacles to carry him.
CLOSE IN on a hallway leading to the labs, the doorway open. One of the SOLDIERS hurtles through the hallway, apparently thrown by Octavius, and hits the wall beside the doorway. As he slides in a heap to the floor, he manages to press the button to close the doorway. A heavy vault-like automatic door slides into place.
Octavius finishes disposing of the soldiers, and strides through the hallway. He reaches the door and studies it.
INT. LABORATORY - SUNSET
The SCIENTISTS inside breathe a sigh of relief, now that the lab has been sealed off.
SCIENTIST #1
Why couldn't they have sealed this place off as soon as the alarms went off?
The others shrug, but interrupted by a loud WHAM! A dent form is the heavy steel door.
The scientists back up, horrified as another WHAM follows it, creating another dent.
INT. HALLWAY OUTSIDE LABORATORY - SUNSET
Octavius begins raining punches on the door with his tentacles, creating more dents. We notice a few of the tentacles are covered in blood.
INT. LABORATORY - SUNSET
The door begins to buckle under the stress, as more and more huge dents befall it. The scientists cower in a corner as the punches...stop?
INT. HALLWAY OUTSIDE LABORATORY - SUNSET
Octavius inspects the door, then balls his own fist, drawing it back into a haymaker.
INT. LABORATORY - SUNSET
One final WHAM, and Octavius' black-gloved fist punches through the heavy door. He withdraws his hand, and the tentacles rip open the hole, widening it until it's big enough for Octavius to walk through.
He regards the cowering scientists. One of them clutches a container of red liquid close to her chest.
OCTAVIUS
Relax...I'm not going to take THAT...
A tentacle reaches up to a nearby shelf, and removes a small vial of green liquid without crushing it.
OCTAVIUS
(o.s.)
This is all I need.
The tentacle places the vial in Octavius' real hand, and he smiles at the scientists.
OCTAVIUS
Have a nice day.
Octavius walks casually out the hole in the door, leaving the scientists to gape in disbelief.
CUT TO
EXT. CITY STREETS - NIGHT
Close in on one of the buildings, until the top ledge fills most of the frame. A glob of webbing strikes it with a loud SPLAT, a webline connected to it.
PAN DOWN to follow the webline as Spider-Man uses it to swing in the air over the street, shouting with glee.
SPIDER-MAN
YAAAAAAAAHOOOOOOOOO!!!
Letting go of the line with one hand, he holds the hand out and points it toward another building, extending his thumb, forefinger, and pinky while pressing the trigger button under his glove. Webbing shoots out from his wrist, and finds its mark off screen.
Spider-Man lets go of the previous webline and swings up the full arc and lets go, flipping a few times and alighting on a rooftop in his usual spiderlike crouch.
EXT. ROOFTOP - NIGHT
CLOSEUP of his wrists. We see that they bulge slightly under his gloves, and tubes peek out from holes cut into his gloves. He rolls up one of the gloves to expose a WEBSHOOTER underneath, a wristband with the webbing device built into it. It looks shoddy-looking, but that's okay: it's a prototype.
SPIDER-MAN
(chanting)
Ge-nius! Ge-nius! Ge-nius!
(beat)
I can't believe it works! Took some serious adjustments, but it works! This is the ONLY way to travel.
Spidey looks up, hearing police sirens. He moves to the building's ledge and sees several squad cars race down the street.
SPIDER-MAN
Whuh-oh. SOMEbody messed up.
(looks at his webshooters)
Could be an opportunity to test these babies...
CUT TO
EXT. ALLEY - NIGHT
TRACKING SHOT of Octavius' appendages as they run at top speed through the alley.
PETER
(v.o.)
I really wish I had kept my big mouth shut...
He reaches a dead end in the alley and, without breaking stride, uses his appendages to climb up the building, the fingers digging into the wall.
BACK TO
EXT. ROOFTOP - NIGHT
The climbing sound can be faintly heard, getting louder and closer. This gets Spidey's attention.
SPIDER-MAN
What the?
His spider-sense blares, causing him to step back as Octavius' top two appendages reach up into view and grab onto the ledge, hoisting Octavius up. It's a dramatic sight, and not one Spidey expected to see.
Octavius sees Spider-man, and stops in his tracks, surprised.
OCTAVIUS
You!
SPIDER-MAN
Uh, hiya!
Octavius lowers his stance threateningly, tentacles at the ready.
OCTAVIUS
You've come to get in my way, I see...
SPIDER-MAN
Huh?
CUT TO
INT. OSCORP OFFICE - NIGHT
Osborn and Stromm watch a large monitor displaying OCTAVIUS' POV.
OSBORN
Damn! That spider has to show up NOW?
STROMM
Didn't you want Octavius to take on Spider-Man?
OSBORN
Not this soon. He's just now mastered his cybernetic body.
STROMM
Well, he did make his own adjustments to it.
OSBORN
All the more cause for him to become overconfident.
STROMM
Twenty bucks says Ock squashes the spider.
Osborn looks at Stromm with a raised eyebrow.
OSBORN
You're on.
CUT TO
EXT. ROOFTOP - NIGHT
Spider-Man backs away from Octavius, hands out like a hostage negotiator.
SPIDER-MAN Really, I don't even know who you are! Honest!
OCTAVIUS
You don't know who I am? You haven't heard of Otto Octavius?
SPIDER-MAN
The guy caught in the explosion at Oscorp a week ago?
(studies Octavius)
Oh yeah...now I recognize you. Your pic was in the paper. Nice threads, by the way. Very Wachowski.
OCTAVIUS
And I have heard of you. The famous Spider-Man, a gaudy wrestler turned vigilante. A mutant.
SPIDER-MAN
Weeeell, that's debatable--
OCTAVIUS
Silence!
(hears approaching sirens and gets antsy)
Are you going to get out of my way, or not?
SPIDER-MAN Well, since you asked nicely...
Spider-man moves out the way and lets Octavius pass. He watches Octavius reach the opposite edge of the roof and leap off with his appendages. He gets a serious case of deja vu, and puts two and two together.
SPIDER-MAN
D'OH! What am I doing? I can't let that guy go! The cops are after HIM!
Spidey runs after Octavius, leaping off the roof in a giant stride and firing a webline at a nearby water tower, swinging to catch up.
Octavius sees the webline hit the tower, and looks behind him while moving. He sees Spider-Man swinging toward him and stops, whipping a tentacle at the spider.
Spidey's spider-sense goes off, and he lets go of the webline and drops under the tentacle, landing on the roof.
OCTAVIUS
Now what do you want?
SPIDER-MAN
You're running from the cops, aren't you?
OCTAVIUS
And if I am, will YOU stop me?
SPIDER-MAN
Uhm, well...yeah.
OCTAVIUS
Hunh. Child.
Octavius sends two tentacles at Spider-man, who leaps over them and flips, landing on the side of a wall and clinging to it. Octavius wastes no time in sending more long tentacles after him, and Spidey performs several athletic feats to avoid them.
His inability to hit the wall-crawler frustrates Octavius. Spidey leaps, and perches on a water tower, and Octavius inadvertently punches through it to hit him. Spider-Man easily evades the attack, and Octavius is swept off the roof by a torrent of water.
CUT BACK TO
INT. OSCORP OFFICE - NIGHT
Stromm seethes, while Osborn smiles.
OSBORN
About those twenty dollars...
CUT BACK TO
EXT. ROOFTOP - NIGHT
Spider-Man gloats.
SPIDER-MAN
YES! HAHA! I got 'im! Who's bad now, Octopus?
His spider-sense goes off, and he barely has time to duck as a tentacle punches through an air-conditioning unit beside him. Another tentacle snakes around Spidey, and a very soggy (not to mention pissed) Octavius lifts him off his feet, his tentacle squeezing Spidey like a python.
OCTAVIUS
Insolent arachnid...my appendages will crush you like paper...
SPIDER-MAN
(through gritted teeth)
Who...rrrgh...writes...your dialogue?
Spider-Main points a wrist at Octavius' face and wires his webshooter. A glob of webbing covers Octavius' shades, causing him to recoil and let go of Spider-Man, who drops to a crouch and leaps to safety.
Octavius tries to pull off the shades, but they're webbed to his face.
SPIDER-MAN
It's like trying to remove aircraft clue, isn't it? Just be glad I didn't stick gum in your hair.
With a shout, Octavius ribs off the webbing, and charges at Spider-Man, tentacles flying. Spider-Man hops backward off the rooftop, and sends a webline to a nearby billboard.
SPIDER-MAN
You want me? Come and get me!
Octavius leaps off the roof and gives chase.
CUT TO
INT. OSCORP OFFICE - NIGHT
Osborn and Stromm no longer have a visual on the situation since Spidey webbed up Ock's shades, which he left on the rooftop.
OSBORN
Damn! Now we've lost sight of them.
STROMM
I'll send a chopper team to find them. There should be one in that area.
OSBORN
Not in TOO much of a hurry to see if you won or lost the bet, are you?
STROMM
Can you blame me?
CUT TO
INT. COMIC BOOK PUBLISHING OFFICE BULLPEN - NIGHT
We see an office where several artists and other creative people work. Through a door marked "Publisher" bursts STAN, whom we met earlier. He's as excited as ever.
STAN
Steve, you wouldn't believe it! I just thought up this GREAT villain for our new hero to go up against in the first issue!
STEVE
(without looking up from his drawing board)
Let me guess: a guy with long metal tentacles sticking out of his body?
STAN
(perplexed)
Err...no, a Communist spy who can alter his appearance at will. Where did you get--?
Steve points out a window. We see Octavius running across the nearby rooftops with his metallic appendages.
STAN
(o.s.)
That's brilliant!
CUT TO
EXT. CITY STREET - NIGHT
Spider-Man moves above the street by casting out weblines and swinging on them, in an attempt to stay ahead of Octavius, who is doing a good job of keeping up.
Spider-Man points his webshooter at another building and presses the palm trigger, but only a tiny quirt of fluid comes out. He frantically shakes his wrist.
SPIDER-MAN
Empty?! Shit!
Still holding on the webline, he begins swinging in the opposite direction, toward the building the webline is anchored to. As this happens, his spider- sense blares, causing him to look up.
POV: SPIDER-MAN
Octavius leaps off the building he was on, pouncing at the CAMERA.
EXT. CITY STREET - NIGHT
Spider-Man reacts instinctively, wrapping his legs around Octavius' head. This trick surprised both of them, and they both swing at a high speed toward the building wall (they're going faster now because of Octavius' added weight).
Octavius' appendages instinctively wrap around the both of them as they prepare for impact.
WHAM!
Spider-Man and Octavius hang there for a few moment's, dazed. The wall now has a huge dent in it. Spider-Man lets go of the webline, and they fall.
EXT. PARKING LOT - NIGHT
The two hit the ground, rolling. Octavius' appendages uncoil, and Spidey rolls out of it to a stop. He gets to his knees, and rattles his brains back together.
He looks at Octavius, who lies face-down on the pavement. Unmoving.
SPIDER-MAN
Whoa...did I...?
Octavius' tentacles stir, then Ock himself rises slowly to his feet. He looks pissed, and his attire looks like it was run over with a mack truck, but other than that, he doesn't look to be damaged to much.
Spidey steps back in disbelief.
SPIDER-MAN
Oh, MAN! Can't I at least DENT you?! Please tell me you felt that a little bit.
OCTAVIUS
(dusting himself off)
I did. You will pay dearly for that.
Without warning, the fight is on once again, as Octavius hurls his tentacles at Spider-Man, who tries his best to stay out of reach. However, he's still shaken from the impact with the building and the subsequent fall, and he catches a tentacle in the stomach, a second in the back, and a third in the jaw. He sails across the parking lot, landing on a dumpster, and falling off.
Octavius strides menacingly toward Spidey, who looks up weakly.
SPIDER-MAN
Oh god...just leave me alone...I can't fight anymore...
OCTAVIUS
Are you begging?
SPIDER-MAN
Well...
OCTAVIUS
I begged for my life once - not so much out loud, mind you; I had my pride - but in the end it did no good. I was still destroyed.
His appendages lift a car from a parking space, and move it over Spider- Man's head, preparing to crush him.
OCTAVIUS
Luckily, I survived. Now that I have learned the lesson, that whatever doesn't kill us only makes us stronger...I pass that wisdom onto you. Pray you survive the lesson.
Octavius brings the car down quickly toward Spider-Man, but Spidey suddenly leaps at Octavius and slams his elbows into Ock's chest. Ock is knocked off his feet, and his tentacles let go of the car.
SPIDER-MAN
That's it!
Spider-Man sits on Ock's stomach, grabbing his collar, and, in a rage, cocks back a fist and swings at Ock's face. Octavius blocks the punch with his forearm, and a loud CLANG is heard. Spidey holds his knuckles in pain and surprise.
SPIDER-MAN
Just how much of you is mechanical, anyway?
Ock answers by punching Spider-Man in the face, sending him tumbling off his perch.
Spider-Man stands, as does Octavius, and the two face each other. Spider- Man seems to have gotten a second wind.
SPIDER-MAN
All right...let's do this hand-to-hand, then.
They charge at each other, and exchange several punches and kicks. Spider- Man, the more agile one, manages to land more hits on Ock than Ock lands on him. Unfortunately, Ock hits harder. He doubles Spidey over with a punch to the stomach, and slams his elbow down across the back of Spidey's neck.
OCTAVIUS
Enough of this game.
Ock wraps a tentacle around Spidey, and punches him with another.
And another.
And another.
He then turns Spider-Man upside-down and slams onto the roof of a car.
Octavius brings Spider-Man closer so the two are face-to face. Spider-Man looks at Ock in a daze, his eyepieces cracked and his facemask torn at the cheek.
OCTAVIUS
Any last words?
SPIDER-MAN
Up...yours...
Octavius backhands Spider-Man, knocking him out completely, and unrolls Spider-Man from his tentacle, flinging him in the air. Spider-Man lands on the rooftop face-down. He looks to be alive, but barely. Octavius watches from the parking lot, admiring his handiwork.
An (unmarked) Oscorp helicopter appears overhead, spotting Octavius with its searchlight. Unfortunately, squad cars also reach him, pulling up in the parking lot.
Octavius quickly uses his appendages to scale a nearby building, not even bothering to dodge the bullets since they don't do much to him. He reaches the helicopter and climbs inside, his tentacles disappearing inside the chopper.
INT. HELICOPTER - NIGHT
Octavius gets settled, and the pilot speaks to him.
PILOT
You in? Good. Let's get outta here before the police choppers get here.
OCTAVIUS
I'm not leaving until Spider-Man is dead.
PILOT
Sorry, no can do, pal. We don't have time. 'Sides, he's gone anyway.
OCTAVIUS
What?
Octavius looks out the window at the rooftop Spider-Man was lying on. Sure enough, the roof is deserted.
OCTAVIUS
Damn!
EXT. ALLEY - NIGHT
The helicopter leaves quickly, despite Octavius' protests. PAN DOWN to the alley, where we see an inured Spider-Man hanging on a fire escape, having apparently fallen off the roof. He attempts to get up, but his muscles give way, and he falls the rest of the way to the alley.
Close in on his face.
FADE TO BLACK
INT. PARKER HOUSE KITCHEN - DAY
Mat and Peter sit at the kitchen table, eating a breakfast of waffles, toast, and sausage. There's an uncomfortable silence between them. Peter keeps glancing at an empty chair, where Uncle Ben used to sit.
May studies Peter's face carefully.
MAY
Peter?
PETER
(looking up)
Hm?
MAY
Is that a bruise on your cheek?
Peter touches his face, and finds that there is indeed a bruise there.
PETER
Uh...what bruise?
MAY
The one under your hand. Where did you get that?
PETER
Uhm, nowhere...it's nothing...
MAY
Peter...answer me.
PETER
I got it at school. Fight with Flash Thompson.
MAY
You haven't been to school for almost a week.
PETER
Uh, yeah, I know...I got it Monday, the last day I was there.
MAY
And it's just now showing up?
PETER
Yeah...bruises do that from time to time...pass the syrup?
MAY
(getting angry)
You were never a very good liar, Peter. Now what happened? On those long walks you take, have you been getting into trouble?
PETER
Nope, I've been a good little boy. PLEASE pass the syrup?
MAY
You have, haven't you? You lost your uncle, and now you're taking out your aggressions on other people, correct? You know how I feel about that.
PETER
(standing up)
Yeah, I'm not supposed to show any emotion at all!
MAY
Peter...
PETER
I'm supposed to keep it all inside me like you've been doing, right? Uncle Ben was your husband, and you've said maybe five words AT THE MOST about it! Last time I saw you shed a tear was Monday when it happened.
MAY
Don't think I've FORGOTTEN who Benjamin was to me, young man! His death almost tore me apart, but I held together, stayed strong for you, Peter! You lost both parents, and now your uncle, but you are NOT losing me!
I will do what it takes to make sure you have someone in your life to act as a parent, which means no matter how much pain Benjamin's death has left me with, I refuse to let it come between me and my responsibility to you!
(calming down)
I miss Ben so much I can't see straight, but this is how I choose to honor his death.
Silence between the two.
PETER
Fine. You deal with it your way; I'll deal with it mine.
(turns and walks to the living room, leaving his food on the table)
Oh, and keep the syrup.
Peter heads upstairs, and May rubs her brow sadly. She looks at the empty chair Ben used to sit in, and closes her eyes, on the verge of tears.
INT. PETER'S ROOM - DAY
Peter enters his room and flops face-down on his unmade bed. After a moment he looks over to the open door of his closet, into the mirror. He touches the bruise on his face.
He removes his shirt, and examines the other bruises on his body. There are a lot of them.
He then looks at the Spider-Man costume draped on the bedpost.
PETER
This wasn't how the Spider-Man thing was supposed to go.
He leans back on the bed, massaging his forearm. He suddenly looks at it, getting an idea.
PETER
Hmmm...that's what I need...
CUT TO
INT. HARDWARE STORE - DAY
Peter buys a few small mechanical devices from the store. He looks somewhat out of place in the environment, but doesn't care. He also has an "I'm- planning-something" look on his face that unsettles the cashier.
PETER
(happily)
Don't worry. I'm not making a bomb or anything.
CASHIER
That's a relief, I think.
CUT TO
INT. PETER'S ROOM - DAY
With the materials laid out before him on his bed, Peter sets to work.
BEGIN MONTAGE
He sketches out a basic design on his notebook, and scribbles some notes we can't make out.
He sits at his desk, putting his chemistry set to good use. He pours a few chemicals into a beaker, and mixes them.
He assembles the mechanical parts carefully. The mechanism looks somewhat like a fishing reel, but smaller.
He pours the liquid mixture from one beaker to another, and adds in a third chemical. The result froths and bubbles like root beer. By now we can see through his window that's approaching sunset.
PETER
Kids, don't try this at home.
He attaches a trigger mechanism to the device, a long flexible tube extending from the device to a small half-dollar-sized button.
He mixes the concoction in the beaker, then pours it into a small cartridge. He places the cartridge into the device, and pushes the button.
A long thin stream of fluid squirts from the device onto a target on his wall like silly string. The target is a black-and-white picture of Flash Thompson cut out from his yearbook.
The fluid stream hardens into a silken thread. Peter examines it, tugging at it.
PETER
A long-chain polymer, capable of forming solid upon contact with air, maintaining its stickiness, and serving as a thread. In other words, synthetic webbing. Strong too. Peter, you ARE a genius. And Flash never looked better.
A tiny valve in the device comes loose, and the liquid is sprayed everywhere.
PETER
Hey!
(sigh)
Okay, it needs work..
MAY
(v.o.)
Peter, what are you doing in there?
CUT TO
EXT. ROMITA PHARMACEUTICALS - SUNSET
PAN ACROSS a pharmaceuticals plant. It's quite hi-tech-looking, on par with Oscorp. END PAN on a sign with the company logo on it. Under it is a slogan that reads, "A LEADER IN GOOD HEALTH SINCE 1964"
INT. ROMITA PHARMACEUTICALS - SUNSET
A three-fingered appendage breaks a SECURITY GUARD'S face, sending him into a wall. SECURITY GUARD #2 raises his gun, but the appendage grabs the gun away from the guard, while a second one grabs his leg and tosses him against the opposite wall.
Octavius admires his handiwork. He's dressed in a black trench coat, black gloves, and black boots, bordering on "Matrix" style. Incongruously, he wears tinted green shades. All in all he looks quite powerful and confident.
He strides toward the labs, but an alarm sounds, and six more guards appear behind him. They waste no time in opening fire.
The bullets penetrate Octavius' coat, but they strike metal underneath. He casually sends two appendages toward them, with no more thought than one would give to shooing away flies. The tentacles punch guards #3 and #4 in the chests, grab them, and lift them up swiftly to the ceiling, burying their heads in an overhead light fixture. The tentacles drop the electrocuted guards and retract.
The four remaining guards back away, still holding their guns, but frightened.
Four more guards, this team dressed in flack jackets and helmets, emerge from an elevator and fire automatic weapons, while the first set of guards gets the hell out of there. The bullets penetrate Octavius' cybernetic body more efficiently, but only enough to piss him off.
He recognizes the uniforms as that of the unit of soldiers who invaded his lab and caused the explosion. Enraged, he charges toward them, using all four tentacles to carry him.
CLOSE IN on a hallway leading to the labs, the doorway open. One of the SOLDIERS hurtles through the hallway, apparently thrown by Octavius, and hits the wall beside the doorway. As he slides in a heap to the floor, he manages to press the button to close the doorway. A heavy vault-like automatic door slides into place.
Octavius finishes disposing of the soldiers, and strides through the hallway. He reaches the door and studies it.
INT. LABORATORY - SUNSET
The SCIENTISTS inside breathe a sigh of relief, now that the lab has been sealed off.
SCIENTIST #1
Why couldn't they have sealed this place off as soon as the alarms went off?
The others shrug, but interrupted by a loud WHAM! A dent form is the heavy steel door.
The scientists back up, horrified as another WHAM follows it, creating another dent.
INT. HALLWAY OUTSIDE LABORATORY - SUNSET
Octavius begins raining punches on the door with his tentacles, creating more dents. We notice a few of the tentacles are covered in blood.
INT. LABORATORY - SUNSET
The door begins to buckle under the stress, as more and more huge dents befall it. The scientists cower in a corner as the punches...stop?
INT. HALLWAY OUTSIDE LABORATORY - SUNSET
Octavius inspects the door, then balls his own fist, drawing it back into a haymaker.
INT. LABORATORY - SUNSET
One final WHAM, and Octavius' black-gloved fist punches through the heavy door. He withdraws his hand, and the tentacles rip open the hole, widening it until it's big enough for Octavius to walk through.
He regards the cowering scientists. One of them clutches a container of red liquid close to her chest.
OCTAVIUS
Relax...I'm not going to take THAT...
A tentacle reaches up to a nearby shelf, and removes a small vial of green liquid without crushing it.
OCTAVIUS
(o.s.)
This is all I need.
The tentacle places the vial in Octavius' real hand, and he smiles at the scientists.
OCTAVIUS
Have a nice day.
Octavius walks casually out the hole in the door, leaving the scientists to gape in disbelief.
CUT TO
EXT. CITY STREETS - NIGHT
Close in on one of the buildings, until the top ledge fills most of the frame. A glob of webbing strikes it with a loud SPLAT, a webline connected to it.
PAN DOWN to follow the webline as Spider-Man uses it to swing in the air over the street, shouting with glee.
SPIDER-MAN
YAAAAAAAAHOOOOOOOOO!!!
Letting go of the line with one hand, he holds the hand out and points it toward another building, extending his thumb, forefinger, and pinky while pressing the trigger button under his glove. Webbing shoots out from his wrist, and finds its mark off screen.
Spider-Man lets go of the previous webline and swings up the full arc and lets go, flipping a few times and alighting on a rooftop in his usual spiderlike crouch.
EXT. ROOFTOP - NIGHT
CLOSEUP of his wrists. We see that they bulge slightly under his gloves, and tubes peek out from holes cut into his gloves. He rolls up one of the gloves to expose a WEBSHOOTER underneath, a wristband with the webbing device built into it. It looks shoddy-looking, but that's okay: it's a prototype.
SPIDER-MAN
(chanting)
Ge-nius! Ge-nius! Ge-nius!
(beat)
I can't believe it works! Took some serious adjustments, but it works! This is the ONLY way to travel.
Spidey looks up, hearing police sirens. He moves to the building's ledge and sees several squad cars race down the street.
SPIDER-MAN
Whuh-oh. SOMEbody messed up.
(looks at his webshooters)
Could be an opportunity to test these babies...
CUT TO
EXT. ALLEY - NIGHT
TRACKING SHOT of Octavius' appendages as they run at top speed through the alley.
PETER
(v.o.)
I really wish I had kept my big mouth shut...
He reaches a dead end in the alley and, without breaking stride, uses his appendages to climb up the building, the fingers digging into the wall.
BACK TO
EXT. ROOFTOP - NIGHT
The climbing sound can be faintly heard, getting louder and closer. This gets Spidey's attention.
SPIDER-MAN
What the?
His spider-sense blares, causing him to step back as Octavius' top two appendages reach up into view and grab onto the ledge, hoisting Octavius up. It's a dramatic sight, and not one Spidey expected to see.
Octavius sees Spider-man, and stops in his tracks, surprised.
OCTAVIUS
You!
SPIDER-MAN
Uh, hiya!
Octavius lowers his stance threateningly, tentacles at the ready.
OCTAVIUS
You've come to get in my way, I see...
SPIDER-MAN
Huh?
CUT TO
INT. OSCORP OFFICE - NIGHT
Osborn and Stromm watch a large monitor displaying OCTAVIUS' POV.
OSBORN
Damn! That spider has to show up NOW?
STROMM
Didn't you want Octavius to take on Spider-Man?
OSBORN
Not this soon. He's just now mastered his cybernetic body.
STROMM
Well, he did make his own adjustments to it.
OSBORN
All the more cause for him to become overconfident.
STROMM
Twenty bucks says Ock squashes the spider.
Osborn looks at Stromm with a raised eyebrow.
OSBORN
You're on.
CUT TO
EXT. ROOFTOP - NIGHT
Spider-Man backs away from Octavius, hands out like a hostage negotiator.
SPIDER-MAN Really, I don't even know who you are! Honest!
OCTAVIUS
You don't know who I am? You haven't heard of Otto Octavius?
SPIDER-MAN
The guy caught in the explosion at Oscorp a week ago?
(studies Octavius)
Oh yeah...now I recognize you. Your pic was in the paper. Nice threads, by the way. Very Wachowski.
OCTAVIUS
And I have heard of you. The famous Spider-Man, a gaudy wrestler turned vigilante. A mutant.
SPIDER-MAN
Weeeell, that's debatable--
OCTAVIUS
Silence!
(hears approaching sirens and gets antsy)
Are you going to get out of my way, or not?
SPIDER-MAN Well, since you asked nicely...
Spider-man moves out the way and lets Octavius pass. He watches Octavius reach the opposite edge of the roof and leap off with his appendages. He gets a serious case of deja vu, and puts two and two together.
SPIDER-MAN
D'OH! What am I doing? I can't let that guy go! The cops are after HIM!
Spidey runs after Octavius, leaping off the roof in a giant stride and firing a webline at a nearby water tower, swinging to catch up.
Octavius sees the webline hit the tower, and looks behind him while moving. He sees Spider-Man swinging toward him and stops, whipping a tentacle at the spider.
Spidey's spider-sense goes off, and he lets go of the webline and drops under the tentacle, landing on the roof.
OCTAVIUS
Now what do you want?
SPIDER-MAN
You're running from the cops, aren't you?
OCTAVIUS
And if I am, will YOU stop me?
SPIDER-MAN
Uhm, well...yeah.
OCTAVIUS
Hunh. Child.
Octavius sends two tentacles at Spider-man, who leaps over them and flips, landing on the side of a wall and clinging to it. Octavius wastes no time in sending more long tentacles after him, and Spidey performs several athletic feats to avoid them.
His inability to hit the wall-crawler frustrates Octavius. Spidey leaps, and perches on a water tower, and Octavius inadvertently punches through it to hit him. Spider-Man easily evades the attack, and Octavius is swept off the roof by a torrent of water.
CUT BACK TO
INT. OSCORP OFFICE - NIGHT
Stromm seethes, while Osborn smiles.
OSBORN
About those twenty dollars...
CUT BACK TO
EXT. ROOFTOP - NIGHT
Spider-Man gloats.
SPIDER-MAN
YES! HAHA! I got 'im! Who's bad now, Octopus?
His spider-sense goes off, and he barely has time to duck as a tentacle punches through an air-conditioning unit beside him. Another tentacle snakes around Spidey, and a very soggy (not to mention pissed) Octavius lifts him off his feet, his tentacle squeezing Spidey like a python.
OCTAVIUS
Insolent arachnid...my appendages will crush you like paper...
SPIDER-MAN
(through gritted teeth)
Who...rrrgh...writes...your dialogue?
Spider-Main points a wrist at Octavius' face and wires his webshooter. A glob of webbing covers Octavius' shades, causing him to recoil and let go of Spider-Man, who drops to a crouch and leaps to safety.
Octavius tries to pull off the shades, but they're webbed to his face.
SPIDER-MAN
It's like trying to remove aircraft clue, isn't it? Just be glad I didn't stick gum in your hair.
With a shout, Octavius ribs off the webbing, and charges at Spider-Man, tentacles flying. Spider-Man hops backward off the rooftop, and sends a webline to a nearby billboard.
SPIDER-MAN
You want me? Come and get me!
Octavius leaps off the roof and gives chase.
CUT TO
INT. OSCORP OFFICE - NIGHT
Osborn and Stromm no longer have a visual on the situation since Spidey webbed up Ock's shades, which he left on the rooftop.
OSBORN
Damn! Now we've lost sight of them.
STROMM
I'll send a chopper team to find them. There should be one in that area.
OSBORN
Not in TOO much of a hurry to see if you won or lost the bet, are you?
STROMM
Can you blame me?
CUT TO
INT. COMIC BOOK PUBLISHING OFFICE BULLPEN - NIGHT
We see an office where several artists and other creative people work. Through a door marked "Publisher" bursts STAN, whom we met earlier. He's as excited as ever.
STAN
Steve, you wouldn't believe it! I just thought up this GREAT villain for our new hero to go up against in the first issue!
STEVE
(without looking up from his drawing board)
Let me guess: a guy with long metal tentacles sticking out of his body?
STAN
(perplexed)
Err...no, a Communist spy who can alter his appearance at will. Where did you get--?
Steve points out a window. We see Octavius running across the nearby rooftops with his metallic appendages.
STAN
(o.s.)
That's brilliant!
CUT TO
EXT. CITY STREET - NIGHT
Spider-Man moves above the street by casting out weblines and swinging on them, in an attempt to stay ahead of Octavius, who is doing a good job of keeping up.
Spider-Man points his webshooter at another building and presses the palm trigger, but only a tiny quirt of fluid comes out. He frantically shakes his wrist.
SPIDER-MAN
Empty?! Shit!
Still holding on the webline, he begins swinging in the opposite direction, toward the building the webline is anchored to. As this happens, his spider- sense blares, causing him to look up.
POV: SPIDER-MAN
Octavius leaps off the building he was on, pouncing at the CAMERA.
EXT. CITY STREET - NIGHT
Spider-Man reacts instinctively, wrapping his legs around Octavius' head. This trick surprised both of them, and they both swing at a high speed toward the building wall (they're going faster now because of Octavius' added weight).
Octavius' appendages instinctively wrap around the both of them as they prepare for impact.
WHAM!
Spider-Man and Octavius hang there for a few moment's, dazed. The wall now has a huge dent in it. Spider-Man lets go of the webline, and they fall.
EXT. PARKING LOT - NIGHT
The two hit the ground, rolling. Octavius' appendages uncoil, and Spidey rolls out of it to a stop. He gets to his knees, and rattles his brains back together.
He looks at Octavius, who lies face-down on the pavement. Unmoving.
SPIDER-MAN
Whoa...did I...?
Octavius' tentacles stir, then Ock himself rises slowly to his feet. He looks pissed, and his attire looks like it was run over with a mack truck, but other than that, he doesn't look to be damaged to much.
Spidey steps back in disbelief.
SPIDER-MAN
Oh, MAN! Can't I at least DENT you?! Please tell me you felt that a little bit.
OCTAVIUS
(dusting himself off)
I did. You will pay dearly for that.
Without warning, the fight is on once again, as Octavius hurls his tentacles at Spider-Man, who tries his best to stay out of reach. However, he's still shaken from the impact with the building and the subsequent fall, and he catches a tentacle in the stomach, a second in the back, and a third in the jaw. He sails across the parking lot, landing on a dumpster, and falling off.
Octavius strides menacingly toward Spidey, who looks up weakly.
SPIDER-MAN
Oh god...just leave me alone...I can't fight anymore...
OCTAVIUS
Are you begging?
SPIDER-MAN
Well...
OCTAVIUS
I begged for my life once - not so much out loud, mind you; I had my pride - but in the end it did no good. I was still destroyed.
His appendages lift a car from a parking space, and move it over Spider- Man's head, preparing to crush him.
OCTAVIUS
Luckily, I survived. Now that I have learned the lesson, that whatever doesn't kill us only makes us stronger...I pass that wisdom onto you. Pray you survive the lesson.
Octavius brings the car down quickly toward Spider-Man, but Spidey suddenly leaps at Octavius and slams his elbows into Ock's chest. Ock is knocked off his feet, and his tentacles let go of the car.
SPIDER-MAN
That's it!
Spider-Man sits on Ock's stomach, grabbing his collar, and, in a rage, cocks back a fist and swings at Ock's face. Octavius blocks the punch with his forearm, and a loud CLANG is heard. Spidey holds his knuckles in pain and surprise.
SPIDER-MAN
Just how much of you is mechanical, anyway?
Ock answers by punching Spider-Man in the face, sending him tumbling off his perch.
Spider-Man stands, as does Octavius, and the two face each other. Spider- Man seems to have gotten a second wind.
SPIDER-MAN
All right...let's do this hand-to-hand, then.
They charge at each other, and exchange several punches and kicks. Spider- Man, the more agile one, manages to land more hits on Ock than Ock lands on him. Unfortunately, Ock hits harder. He doubles Spidey over with a punch to the stomach, and slams his elbow down across the back of Spidey's neck.
OCTAVIUS
Enough of this game.
Ock wraps a tentacle around Spidey, and punches him with another.
And another.
And another.
He then turns Spider-Man upside-down and slams onto the roof of a car.
Octavius brings Spider-Man closer so the two are face-to face. Spider-Man looks at Ock in a daze, his eyepieces cracked and his facemask torn at the cheek.
OCTAVIUS
Any last words?
SPIDER-MAN
Up...yours...
Octavius backhands Spider-Man, knocking him out completely, and unrolls Spider-Man from his tentacle, flinging him in the air. Spider-Man lands on the rooftop face-down. He looks to be alive, but barely. Octavius watches from the parking lot, admiring his handiwork.
An (unmarked) Oscorp helicopter appears overhead, spotting Octavius with its searchlight. Unfortunately, squad cars also reach him, pulling up in the parking lot.
Octavius quickly uses his appendages to scale a nearby building, not even bothering to dodge the bullets since they don't do much to him. He reaches the helicopter and climbs inside, his tentacles disappearing inside the chopper.
INT. HELICOPTER - NIGHT
Octavius gets settled, and the pilot speaks to him.
PILOT
You in? Good. Let's get outta here before the police choppers get here.
OCTAVIUS
I'm not leaving until Spider-Man is dead.
PILOT
Sorry, no can do, pal. We don't have time. 'Sides, he's gone anyway.
OCTAVIUS
What?
Octavius looks out the window at the rooftop Spider-Man was lying on. Sure enough, the roof is deserted.
OCTAVIUS
Damn!
EXT. ALLEY - NIGHT
The helicopter leaves quickly, despite Octavius' protests. PAN DOWN to the alley, where we see an inured Spider-Man hanging on a fire escape, having apparently fallen off the roof. He attempts to get up, but his muscles give way, and he falls the rest of the way to the alley.
Close in on his face.
FADE TO BLACK