We hear voices, fading in and out.

COP

(v.o.)

He's breathing, sir. Somehow he survived all that.

CAPTAIN STACY

(v.o.)

He's definitely in bad shape. Let's get his mask off him...

The screen explodes with chaotic color and noise. This is apparently a first-person view of his SPIDER-SENSE.

CUT IN

POV: SPIDER-MAN

Spider-Man jolts awake, and sees a MEDIC crouched over him, his hands on either side of Spidey's face. We see all this through cracked eyepieces.

EXT. ALLEY - NIGHT

Spider-Man instinctively pushes the medic away, and leaps backward, scrambling up the side of the building without even trying. His mask is rolled up to his nose, so he pulls it back down. He catches his breath. The cops train their guns on him.

CAPTAIN STACY

Now calm down, son...

SPIDER-MAN

Just leave me alone!

A sudden wave of nausea washes over Spidey, and he almost loses his grip on the wall.

CAPTAIN STACY

You're injured. We can get you some help.

SPIDER-MAN

You just want to...arrest me...

CAPTAIN STACY

Not until we get you treated, and find out what's going on.

SPIDER-MAN

Real...reassuring...

CAPTAIN STACY

We just want to know who you are...and why you've become a vigilante.

SPIDER-MAN

The pay's good. As for who I am...can't help ya there.

CAPTAIN STACY

We've been chasing after you for a week, Spider-Man! We want to know why, and we want this to be resolved as peacefully as possible.

SPIDER-MAN

THEN you lock me up for doing your job. That it?

The two stare at each other in silence.

SPIDER-MAN

Just let me go. I've had enough confrontations for one night.

CAPTAIN STACY

You're not going to get far in your condition.

SPIDER-MAN

(crawling up the wall)

My problem, not yours.

COP

(to Stacy, readying his gun)

Say the word.

CAPTAIN STACY

Stand down.

COP

Sir?

CAPTAIN STACY

I won't repeat myself.

The cops lower their weapons.

Spider-Man stands on the edge of the rooftop, fires his webshooter (the one still containing webbing), and swings off.

CUT TO

EXT. BROWNSTONE - NIGHT

Spider-Man crawls with the last of his strength onto the roof.

PETER

(v.o.)

The captain had a point: I couldn't get back to Queens in the shape I was in, and I definitely needed medical attention. Luckily, I was lucid enough to come up with another option.

He passes out.

PETER

(v.o.)

Too bad I also wasn't in the shape to make even that journey.

FADE OUT

CONNORS

(v.o.)

Spider-Man? Can you hear me?

SPIDER-MAN

(v.o., groggily)

Ohhh....but it's a Saturday...don' have school...wanna sleep in...

FADE IN

POV: SPIDER-MAN

Spidey slowly wakes up to find Curt Connors, the scientist who gave the tour at the demonstration where Peter was bitten by the spider, standing over him.

CONNORS

Thank god...

INT. EMPIRE STATE UNIVERSITY LAB - NIGHT

Spider-Man freaks and scrambles out of the makeshift bed he was sleeping on, away from Connors. He looks around at his surroundings, and finds that he's in the university's genetics lab. His mask is rolled up to his nose again, and he's hooked up tubes to all kinds of monitoring equipment. He quickly rips off the devices. He at least looks to be in better health than when we last saw him.

SPIDER-MAN

What am I doing here?

CONNORS

Just calm down...let me explain...

SPIDER-MAN

I was trying to get to your apartment. How'd I get here?

CONNORS

I found you unconscious near my home. The equipment I had in my lab at my apartment wasn't enough to handle the severity of your injuries, so I took you here. Don't worry, no one else knows you're here.

SPIDER-MAN

(checking his body)

I was almost dead when I passed out...I'm sure I had some broken ribs and internal bleeding. Still hurts, but nothing seems broken. How long have I been out?

CONNORS

Twelve hours.

I contributed to some of your recovery, draining the fluid from your lungs, and repairing the worst of your injuries, but you rapid metabolism allowed you to recover from the rest of it. I've never seen anything like it.

Spider-Man looks around, trying to absorb this information. He sees a computer monitor, which displays a detailed diagram of his body.

CONNORS

What made you want to come to me in the first place?

SPIDER-MAN

Beats me. Seemed like a good idea, since you're a scientist.

CONNORS

Well, it's a good thing you did, since most doctors would most like be unprepared for your physiology.

SPIDER-MAN

My..."physiology"?

CONNORS

In the strictest of terms, you're still human, but you're also steadily evolving into your own biological classification.

(typing on a keyboard) The introduction of arachnid RNA into your genome basically triggered an unforeseen chain-reaction, altering other traits to compensate for the change. This would account for the increased strength, metabolism, as well as other superhuman abilities.

SPIDER-MAN

Wait, wait, back up..."unforeseen"?

CONNORS

(walking to a glass container, where the test spiders are situated)

From what I've been able to determine, your...mutation...occurred fairly recently, possibly within the last two weeks. That and a cursory look at the changes in your DNA lead me to believe that you were somehow involved in the experiment conducted by ESU to transfer arachnid DNA into other species. During that demonstration, one of the test spiders escaped.

TIGHT CLOSEUP of one of the spiders, which has a black body and red legs.

CONNORS

When we found it hours later, its venom supply had been drained.

Spider-Man, surprised by this, absentmindedly rubs the gloved back of his hand, where the spider bit him.

CONNOR

(smiling slightly)

That's what I thought. You were bitten by it, weren't you?

SPIDER-MAN

Well...yeah...

(trying to make a weak joke)

Does that mean I can sue the college?

CONNORS

What it means is, we were not expecting the spider to be able to transfer its RNA in that fashion. "We" meaning the genetics staff, of course. What's even more amazing is that this affected a non-arachnid, a HUMAN, to such an incredible extent.

SPIDER-MAN

So tell me, Doc...how long do I have to live?

CONNORS

From what I gather, your mutation is nonlethal. Any unfavorable side- effects were corrected within the first day. However, there is a possibility that the mutation is an ongoing process, the end result of which I can't begin to predict.

(beat, gravely)

In all likelihood...when all is said and done, you may not even be human.

This stuns spider-Man.

SPIDER-MAN

What...are you saying that I'm turning into a spider?

CONNORS

Perhaps...or a unique organism with the aspects of both and neither.

SPIDER-MAN

Oh great, this makes my day.

(game show announcer voice)

"Congrats, Spidey! You've just won a one-way, all-expenses-paid trip to Freakville! You'll spend the rest of your fun-filled days and nights spinning webs, catching bugs, and living in fear of waterspouts. And if you're EXTRA lucky, you could even be recruited by that magnetic mutant guy with a bucket on his head, since you'd actually fit in with his crowd! Don't you wish you'd gotten the consolation prize?"

Connors stares at Spider-Man in silence.

CONNORS

You act as if this were my fault.

SPIDER-MAN

(sigh)

Sorry, Doc...I know you're just giving me the facts...but it's hard to accept being told something like this.

CONNORS

(putting a hand on his shoulder)

Perfectly understandable. No one expects you to be okay with this news. It will take some time to process.

SPIDER-MAN

Thanks...for all you've done for me. It's actually something of a relief to finally know what's happening to me.

(looks out a window, seeing the sunrise)

Listen, I have to go...

Spider-Man walks to a table and puts his webshooters back on his wrists, then puts his gloves.

CONNORS

By the way...what are those things? I've been looking at them all night.

SPIDER-MAN

(looking at his wrists)

These? Web-squirter thingees.

CONNORS

Oh...I see.

Spider-Man opens a window and leaps out of it, shouting behind him:

SPIDER-MAN

Bye, Doc!

CUT TO

EXT. NEW YORK STREETS - MORNING

Spider-Man leaps from building to building, instead of swinging on weblines.

PETER

(v.o.)

I didn't have enough web fluid to swing home, so I had to hoof it home the old-fashioned way. At this rate, since I'm still hurting from the fight with Octavius, it'd be an hour before I'd get home, and by then Aunt May would definitely be up and notice I'm gone.

A few spectacular shots of Spider-Man traversing the city, bathed in golden sunlight.

PETER

(v.o.)

But it did give me time to think. I wondered why I was doing all this. Y'know...being Spider-Man.

(beat)

I first put on the costume to be a wrestler and make some extra cash, even though I think wrestling sucks. I continued to wear the costume as a vigilante to make up for not stopping that thief when I had the chance.

CLOSEUP of Spider-Man's masked face as he runs and jumps, breathing audibly.

PETER

(v.o.)

But it was more than that. Something else was keeping me from hanging up the tights completely. That question had been bugging me for a while, the whole time I had taken up the crimefighting thing, but on that trip home, I realized what it was.

Spider-Man leaps across the space between two landings, and clings to the side of an apartment building. He looks at his reflection in the window.

PETER

(v.o.)

I realized I actually liked being Spider-Man.

Spider-Man climbs up the building.

PETER

(v.o.)

As strange as it sounds, I actually found it liberating to wear this weird red-and-black outfit. Nobody knew it was Peter Parker underneath it, so nobody treated Spider-Man like dirt the way they treated Peter.

He cartwheels onto the rooftop.

PETER

(v.o.)

And I could do things as Spider-Man that I couldn't as Peter. I mean...I COULD do stunts like this as Peter, but my life is complicated enough as it is. It's much less of a hassle for some anonymous guy to be able to crawl walls and leap tall buildings.

(beat)

Hunh. Listen to me. I'm referring to my two identities in third-person.

EXT. FOREST HILLS - MORNING

Spider-Man finally reaches his neighborhood, visibly exhausted. He tries to stay in the bushes, out of sight of traffic and pedestrians, which isn't easy. He leaps onto the roof of a house, and travels that way.

PETER

(v.o.)

But the point remains that I felt this...need to be Spider-Man...that it fulfilled something within me that needed fulfilling. Sounds corny, doesn't it?

Spidey reaches the roof of his house, and crawls down to his window, opening it.

PETER

(v.o.)

Too bad that being Spider-Man came at the heaviest price imaginable. I had to lose my uncle due to my own stupidity. If I'm going to keep being Spider- Man, I'm going to have to figure out how to deal with the consequences. I wish I knew how.

Spidey crawls in.

PETER

(v.o.)

What would Brian Boitano do?

DISSOLVE BACK TO

INT. SUBWAY TRAIN - NIGHT

Peter Parker (the present day version) sits in his seat on the subway train, still reminiscing.

PETER

(v.o.)

Turns out Aunt May solved the dilemma of what do with my Spider-Man identity for me. When I got home that morning, she subjected me to a two- hour lecture and grounded me for a few days. I could only leave the house to go to school...

DISSOLVE TO

EXT. DAILY BUGLE - DAY

CLOSE IN on the Daily Bugle building.

PETER

(v.o.)

...and to find a job.

INT. JAMESON'S OFFICE - DAY

We see Jameson in his usual lousy mood, as he searches the drawers of his desk, chomping on his ever-present cigar, and mumbling to himself.

JAMESON

Never a blasted pen around when you need one...

A knock on the door.

JAMESON

(looking up, agitated)

Whaddaya want?

ROBBIE

(v.o.)

There's a young man here to see you.

JAMESON

I'm busy! Tell him to scram!

ROBBIE

(v.o.)

He says he has some Spider-Man pics he wants to sell.

JAMESON

I don't care wh--Spider-Man? Don't just STAND there, Robbie; send him in!

The door opens, and Robbie ushers Peter in, who holds a manila envelope full of developed pictures. Jameson continues to root through his desk.

JAMESON

(without looking at Peter)

Sit down.

Peter pulls up a chair, and puts the folder on Jameson's desk before sitting down.

JAMESON

(still looking through the desk)

Name?

PETER

Peter Parker, sir.

JAMESON

Parker...you're responding to the ad about the reward for Spider-Man photos, huh?

PETER

Yes sir.

JAMESON

What makes me think these are any better than the dozen-or-so crap pictures I've seen from every other bozo who walks in here?

PETER

(uncomfortable)

Well...for starters you could look at the pictures, sir.

JAMESON

(looking up at Peter)

You getting smart with me, boy?

PETER

Uuhh...no...

Jameson picks up the envelope, opens it, and removes the pictures from it.

Over Jameson's shoulder, we see the pictures Peter took of himself as Spider-Man the first day he was in costume.

JAMESON

How'd you get that close to 'im, kid?

PETER

Well...he, uh, rescued me from some muggers...and I had my camera with me, and...he let me take some pictures of him.

Jameson looks at Peter, not believing a word of it.

JAMESON

(stuffing the pictures back in the envelope)

Yeah right. Or, you made a cheap knockoff of his costume, and set the camera on a timer, and took pictures of yourself! How stupid do you think I am?

PETER

Err..

JAMESON

(tossing the envelope back to Peter)

Get him outta here, Robbie! That's the third one this week!

PETER

But I...

ROBBIE

(to Jameson)

How do you expect any front page pictures of Spider-Man, Jonah, when you reject all the pictures you get?

JAMESON

I can't stand hoaxes, Robbie. I can smell 'em a mile away!

ROBBIE

(walking to Jonah's desk and placing both hands on his desk, staring Jameson in the eye)

Jonah, with all due respect, sir, you wouldn't know a hoax if it shaved your moustache!

Jameson looks incensed at this.

ROBBIE

I've stood here and watched you embark on this crusade against Spider-Man, even when all you do is persecute him on little-to-no evidence. You offer a cash reward to people who show up with pictures of him, but you never fail to find a way to turn them down and keep from publishing the photos! Meanwhile, all the Spider-Man images we've had to work with are sketches from our art department, and not a single photo of Spider-Man has graced the Daily Bugle!

JAMESON

Now listen, Robbie, I--

ROBBIE

Are you ever gonna put your money where your mouth is, or is this paper gonna continue to lose credibility?

It's your call.

Jameson looks at Robbie in silence, then looks at Peter.

JAMESON

All right, all right, we'll publish 'em...

PETER

YES! Thank you!

JAMESON

On one condition.

PETER

Uh...what's that?

JAMESON

Come up with pictures that don't look so fake. Track down the real Spider- Man if you have to.

Peter nods.

PETER

So...do I get paid for these?

Jameson looks at him sternly.

PETER

Guess not...

ROBBIE

You'll get paid, Peter, don't worry.

Jameson raises an eyebrow at Robbie.

JAMESON

But if you expect to make a permanent job of this, you're--

ROBBIE

Actually, Jonah, I already signed him on as a freelancer. He's a bright kid. We could use him.

JAMESON

Oh really...? Parker, could you excuse us for a minute?

PETER

Uh, sure, Mr. Jameson.

INT. DAILY BUGLE CITY DESK - DAY

Peter steps out of Jameson's office and closes the door. He's then treated to the sound of:

JAMESON

(v.o.)

WHAT THE HELL ARE YOU TRYING TO PULL, ROBBIE?

PETER

(under his breath)

Maybe McDonalds wasn't such a bad idea after all...

FADE BACK TO

INT. SUBWAY TRAIN - NIGHT

Peter continues sitting in his seat, deep in thought.

PETER

(v.o.)

I couldn't believe that I actually had a job. Even so, I had a bit of business to take care of...

FADE TO

EXT. WESTWOOD CEMETARY - SUNSET

Peter approaches a tombstone. We see that he's alone. He kneels in front of the headstone, and frowns, trying to decide what to say. Then, after a long pause:

PETER

Uncle Ben...? It's...it's me, Peter. Aunt May isn't here. I...sorta need to talk to you alone. (beat)

Listen, I...I'm sorry for...y'know...everything that happened.

TIGHT CLOSEUP of Uncle Ben's gravestone.

PETER

(o.s.)

It was...it was my fault.

Peter stares at it, fighting tears.

PETER

That thief that broke into the house? The one that...well, the one that shot you? I met him before that. I was...I was Spider-Man, out being a costumed wrestler...and I met him. He ran right past me. I didn't stop him, and I should've.

TIGHTER CLOSEUP of Peter.

PETER

It was my responsibility, Uncle Ben. It was. I can lift cars. I can leap at least fifty feet, maybe more if I'm trying. I can sense danger before it happens.

Even tighter close-up. All we see are his eyes.

PETER

So why couldn't I see this coming? Why couldn't I have done something to prevent this? Why did you have to die in order for me to wake up?!

LONG SHOT of the cemetery, as Peter collects himself.

PETER

Because I'm an idiot, that's why. I've been screwing up a lot lately.

Peter paces back and forth.

PETER

Even after I brought down the guy who shot you, I've been trying to make up for it in the stupidest way possible, by fighting crime like a vigilante or whatever. It hasn't helped. I don't feel any better about what I did, and now the cops are after me. I almost got killed by a psychopath with metal widgets for arms!

Peter lowers his head.

PETER

I wish I knew what to do, Uncle Ben. You were always there for me when I needed you, and when I didn't go to you for advice, I've always regretted it. I mean, when I first got these powers, I couldn't make sense of them. I couldn't figure out what to do with them. I should have gone to you, but for some stupid reason I was afraid to. And look what happened.

(beat)

I...I miss you so much, Uncle Ben. So does Aunt May. I wish you could be back with us, but all the wishing in the world won't bring you back. So what do I do? You taught me that 'With Great Power Comes Great Responsibility'. But is being Spider-Man the only way I can be responsible? I don't know. I want to be Spider-Man, and at the same time it scares me, because I know I'll screw up, and somebody else will end up paying the price you did.

Peter looks at the headstone in silence for a few minutes.

PETER

So what I'm asking is, "Is it all right to continue being Spider-Man? Or is there another way I can make a difference...another way I can use my powers to help people?" I want your blessing on this, Uncle Ben. If you don't want me to put on that costume ever again, I won't. (chuckles humorlessly)

I know, I know...it's a little too late to ask you now, right? Not as if you're going to nod yes or no. (beat)

But you would tell me not to feel sorry for myself, and think of others before myself, wouldn't you?

Peter's resolve seems to increase.

PETER

You'd tell me that if facing responsibility means putting on those red-and- black webs, then that's what I have to do, right? I mean, so what if I screw up, right? As long as I learn from it. As long as I do whatever I can, nothing more, nothing less.

Peter smiles, slightly.

PETER

Right? Right.

CLOSEUP of the headstone.

PETER

Thanks, Uncle Ben! Thanks for listening.

Peter turns and starts running out of the cemetery, leaping over a high wall. PAN RIGHT back to Uncle Ben's grave. CLOSE IN on the headstone, and the words: "HE WAS LOVED."

CUT TO

INT. PETER'S ROOM - NIGHT

Peter injects more webbing fluid into small cartridges, then loads the cartridges onto his webshooter wristbands.

PETER

(v.o.)

So that was pretty much all it took. That night, I made more web fluid, fixed my webshooters, and repaired my costume.

Peter puts on his mask.

PETER

(v.o.)

I officially became a lean, mean, web-swinging, crime-fighting machine, as corny as that sounds.

CUT TO

EXT. NEW YORK CITY - NIGHT

Spider-Man webswings through the city with a renewed vigor.

PETER

(v.o.)

As enthusiastic as I was, though, I was sort of hesitant about going out on patrol again. After all, the last time I did, I got my spidery ass kicked by Octavius. I sooo didn't want to run into him again.

EXT. PHARMACEUTICALS COMPLEX - NIGHT

The top three floors of the R & D lab building are engulfed in flames, and almost completely decimated. Alarms ring deafeningly. This is very similar to the explosion Octavius was caught in weeks before.

PETER

(v.o.)

So guess what happened when I investigated an explosion at a chemical company?

Spider-Man swings up to the building face and lets go of the webline. He clings to the wall, and watches as the columns of smoke and flame pour from the massive hole.

SPIDER-MAN

(whispering)

God, even the wall is hot...and the chemical smoke...

Close-up of Spidey, who's commenting to keep his nervousness at bay.

SPIDER-MAN

I'll have to figure out how to make a gas mask out of webbing one of these days...

Okay, deep breath...huuuuuuuuhp....

INT. OSCORP LAB - NIGHT

Spider-Man leaps into the hole, past the smoke, and drops onto the floor in a sprawl.

He looks around, staggered by the immense heat. The fire roars around him.

SPIDER-MAN

Is anybody--

(coughs)

--anybody in here?

He looks up and notices that the foam sprayers have been visibly damaged, but apparently not by the explosion. Rather, they were dismantled.

His spider-sense strobes, and he ducks quickly while twisting around to look behind him. Octavius' long steel tentacle arm punches the steel wall near Spidey.

Octavius strides toward Spider-Man, wearing flame-resistant attire, and a gas mask. He sends another tentacle at Spider-Man.

Spider-Man foregoes the banter and sidesteps it quickly, knowing that attempting a jump with limited oxygen isn't a smart idea in this situation. Nevertheless, he attempts to run back for the hole to escape.

Octavius catches up with him and wraps his appendages around Spidey, then holds him up to the smoke column.

Spider-Man struggles for a moment or two, then passes out coughing.

EXT. OSCORP LAB COMPLEX - NIGHT

Octavius leaps out of the yawning hole, Spider-Man wrapped in a tentacle, while the others break his fall and allow him to cross the complex rapidly.