SpiderMan : Jurassic Moon

by The Eagle

Third in a series. Peter Parker must learn what is causing his friend and mentor to lose his grip on reality before he loses his family. Meanwhile Spider-Man tracks a mythical monster deep under the city.

1. Act I

FADE IN:

EXT. THE SWAMP - DAY

Push in on a a remote cabin. Two uniformed men (Wildlife officers) enter frame and carefully approach the front door. The first officer looks back at the second officer who looks genuinely concerned, if not scared.

FIRST WILDLIFE OFFICER:
C'mon Eller, lets get this over with.

SECOND WILDLIFE OFFICER:
Alright, alright, I'm comin'.

FIRST OFFICER:
You lettin' the sight of that doggy get to you.

SECOND OFFICER:
(country accent)
There wudn't nuthin' left of it.

FIRST OFFICER:
Just a gator, or a panther. You know that. (psshh) Them stories are scarin ya.

SECOND OFFICER:
Yeah, yeah,

Officer one draws his sidearm and prepares to enter the cabin.

FIRST OFFICER:
(taking a breath)
Florida Wildlife... We're comin' in.

No answer, so he slowly pushes the door open.

(FIRST OFFICER'S POV) We see in the cabin and what a mess it is. What little furniture is there is turned over and/or broken. Papers litter the floor. There are flies, and the men react to sort of putrid smell. Officer 2 jumps slightly as a large snake slithers from under a pile of dishes and pans on the floor.

Just when they relax, suddenly satisfied, and prepare to leave, a NOISE comes from the loft above them. They look at each other, acknowledging each heard it. Officer 2 seems as nervous as a cat.

FIRST OFFICER:
Enough.
(moves toward latter to the loft)

SECOND OFFICER:
W-where you going?

FIRST OFFICER:
I'm going to check out the loft. Sooner we get this done, the sooner we get out of here, back to Taylor's and I get me a nice cold Co'Cola.

He climbs up the latter holding a large flashlight in one hand. Officer 2 watches nervously. He reaches the top and peers over the edge of the floor.

SUDDENLY! Something jumps out in to view, some sort of creature. Officer 2 recoils with fear.

FIRST OFFICER:
(laughing)
Aw, its a little ole bear cub.

SECOND OFFICER:
Jesus, you scared the crap out of me.

FIRST OFFICER:
(coming back down the steps with the cub in his arms)
That's your problem Rodney, ya scare too easily.

He hands him to the Officer 2, who takes the cub and releases him outside.

FIRST OFFICER:
Lets go.
(pause)
"Lizard Man", my ass.

The two men climb in the Dodge Durango with Florida markings and drive off.

Pull back from the cabin, up and high over the swamp, following the meandering river as it crawls through the brushy vegetation.

EXT. NY CITY - DAY

Above the New York City skyline as MAIN THEME rises and Title credits appear. Pan across city high above THE BROOKLYN BRIDGE, just before sunset. We see from distance a motorcycle racing across the bridge as the
sun sets.

Zoom in to focus on the motorcycle. PETER PARKER is at the helm, and GWEN STACY is his passenger. Peter looks back as Gwen hangs on to him tight. They are the picture of happiness, of vibrant carefree youth. She playfully tugs at his collar. He looks back at her in admiration and for just a moment takes his eyes off the road. He turns back to find he has come right up on the back of a slow car. With amazing reflexes, he darts around it, narrowly missing an oncoming car, horn blaring, in the process. Gwen laughs gleefully, enjoying every minute of the wild ride. The driver lays on his horn as he continues down the road.

CUT TO:

INT. PETER AND HARRY'S APARTMENT - DAY

The "horn" fades in to an obnoxious alarm clock, that Peter Parker promptly smashes to smithereens as he is jarred back to reality. He wakes suddenly, with that sick, lost feeling, and a realization that the wonderful thoughts in his head just seconds before weren't real; only a dream. Gwen is a gone, he remembers.

FLASHBACK of Gwen in airplane headed for Europe.

Gwen is gone... and he is alone...

Well... sort of. There's a boisterous KNOCK on his door and Peter's roommate and best friend HARRY OSBORN sticks his head in.

HARRY:
Hey buddy, ya going to sleep the day
away again?

PETER:
(still groggy)
I had considered it.

From behind Harry appears his girlfriend, MARY JANE WATSON, the physically stunning, vivacious redhead.

MARY JANE:
Wooh, look at you Petey-o, caught you in your "jam-mies", or... lack thereof?
(whistles)

HARRY:
Mary Jane's here Pete.

PETER:
I see that Harry. Hey Mary Jane.

He covers up, slightly embarrassed.

MARY JANE:
Aw, don't be shy Tiger.
(leans in for a look)
Mmmm, looks as if someone's been working out.

PETER:
(slumping back in to bed)
Kill me now.

MARY JANE:
C'mon Petey-boy. You can't lie there and sulk over blondie forever.

HARRY
(interrupting)
MJ...

MARY JANE
(ignoring)
Harry and I are going to the coffee shop. Why don't ya come along? My friend Lisa is going to be there... and she's dying to meet you.

HARRY:
(under breath through gritted teeth)
Marrry Jane...

PETER:
Uh... thanks Mary Jane, but..er...I've gotta get down to the Bugle
and see Mr Jameson.

MARY JANE:
(intrigued)
Ooh, more pictures of that dreamy Spider-Man?

Peter looks at her blankly, as if he can't think of anything to say.

HARRY:
Well, you better get movin' bro. Its almost noon.

MARY JANE:
Oh and don't forget Flash's thing tonight dude.

Peter looks confused.

HARRY:
You know, I told you. Tonight?

PETER:
(doesn't remember)
Right, Flash's "thing".

MARY JANE:
Try not to be late. Bye Petey.

Harry and Mary Jane leave as Peter slumps back down in bed,
tired and pained from the night before... as The Amazing Spider-Man!

INT. THE DAILY BUGLE - DAY

J JONAH JAMESON and "ROBBIE" ROBERTSON are having a
discussion in Jameson's office.

JAMESON:
True, or not, I there's something going on down there, I tell ya.

ROBBIE:
Jonah.Don't tell me you're getting senile already. "Swamp Dragons?" "Living "Dinosaurs?"
(chuckles)
Hey, maybe its one of those chupacabras.

JAMESON:
(flatly)
This has nothing to do with fruit Robbie.

Robbie just looks confused as BETTY BRANT peers in the doorway.

BETTY:
Excuse me, Mr Jameson...you have a visitor.

JAMESON:
(abruptly)
Busy...

BETTY:
Mr Jameson...
(lowers voice)
Its Peter Parker.

JAMESON:
(bellowing)
Parker! I thought I made it clear his lazy ass was fired.

ROBBIE:
Uh, you have Jonah... hundreds of times. But freelancers can't be
fired remember?

JAMESON:
Well you oughta be able to fire 'em. Good for nothing bums.

In walks staff photographer, EDDIE BROCK, a sturdy athletic looking
young man (late 20s) with short cropped dark blonde hair, and a linebacker's build.

JAMESON:
(pleased)
Eddie, my boy. Good to see you.
(looks at Robbie)
Miss Brant... Tell Parker to come in here.

BROCK:
Hiya JJ... Robbie. So what's the deal?

Brock is brash, confident; more than bordering on cocky. And J Jonah Jameson clearly loves him. He is the golden child; lead photographer and art director for NOW Magazine. the colorful, slightly more respectable, but fledgling periodical owned by The Bugle's parent company. NOW is Jameson's baby.

ROBBIE:
You'll love this Eddie. Jonah's cooked up a classic. Wait'll ya hear this one.

Peter walks in. Jameson's reception is 180 degrees from the one he had for Brock.

JAMESON:
Bout time. Look. I'll make this short. I'm not going to ramble.

Robbie smiles and Brock and Peter exchange a mutual knowing look.

JAMESON:
Bugle sales are up. Never better. NOW, on the other hand... The magazine's got alot of potential, but there's also a ton of competition out there. I need something that will help us rise above the clutter... put us on the map.
And no Parker I don't need any pics of blasted Spider-Man to do
that. We need something fresh... exciting. I want those young, hip readers, you know, the "dudes", or "'dogs", or whatever you call em these days. That's why I put you on this Brock.

BROCK:
Alright, uh, any ideas JJ?

JAMESON:
The focus group study showed we gotta widen our range, if we want
to go national...ya know, diversify. With all thats available these days; the internet, satellite TV, there's not much the public hasn't already seen.

He pulls out a national tabloid. The headline reads. "The
Swamp Dragon", Terrorizes Sunshine State" To the left on his desk is what looks to be a current issue of The Bugle, with a headline, Spider-Man foils "shocking" robbery and a photo of a familiar looking villain.

Robbie and Peter can't help but smile as Brock laughs.

BROCK:
(laughing)
What? JJ, you can't be serious.
(looks at
Jameson's face.)
oh ... wait, you are.
(laughter trails off)

Jameson, looks at him with a blank stare, as smoke from his cigar floats up in front of his serious face.

JAMESON:
(after pause)
Now... I know there've been things like these in the past that turned out to be hoaxes. And not that I ever believed any of 'em.
(looks at Robbie)
Lookit. They've got eyewitnesses, each with the same description. A two legged reptilian creature with burning red eyes.

PETER:
Mr Jameson, didn't I read where one resident swore they had been invaded by space aliens?

Robbie snickers.

JAMESON:
(flashing a look)
Can it Parker. Now some reports indicate that there may be more than one of these things, and that they are extremely fast. No one's been able to get close enough to even get a picture.

BROCK:
I dunno JJ, sounds like science fiction to me. Just another hoax.

JAMESON:
Maybe. Frankly I don't care. If there's any truth to it, think what a trump it would be for us. And if its not, well, we are the ones who will have disproved it, after fueling national interest. Either way, we sell magazines and I am a happy camper. Now I want you two to get me a story on this. And If these "things" are real. I WANT PICTURES! Can you do that Parker?

PETER:
Ah, yeah sure I could Mr Jameson, IF it is real. But...

JAMESON:
There's always a but with you... What?

PETER:
Where's this again ... Florida?

JAMESON:
The Everglades...
(picks up tabloid
and looks)
Yeah, Cho-
(struggling with pronounciation)
Cho-kiloskee, Florida.
(hands it to Peter)
Hear its nice this time of year.
(sarcastic)
Hot, humid...

Peter pauses for a moment with a strange look, remembering that its almost exactly the same location his friend and mentor DR CURT CONNORS has been for the last 6 months, on his field study.

FLASHBACK

DR CONNORS:
(to Peter)
"I know a little spot from my youth ... teeming with
specimans...a herpatologists dream"

PETER:
I'd really like to Mr Jameson, you don't know how much. But, see there's my school and all. Plus Aunt May. I mean she has Mrs Watson, now, but I just couldn't leave her for that long... go that far away.

ROBBIE:
(interjecting)
Its alright Peter. No pressure. We understand about personal obligations.

PETER:
Thanks Robbie. Speaking of which, better be going. I promised a friend a favor.

BROCK
(grabbing tabloid)
Whatsa matter... ya scared Parker? Shoot, I'll
go JJ. I'll get your story. I'll
do it myself.

JAMESON:
Thats the spirit my boy. I knew I could count on you.

BROCK:
You can always count on me Mr J.
(big -eating grin)
When do I leave?

EXT. THE DAILY BUGLE - DAY

A window opens. We see someone stick their head out and take a quick look around. Then, crouched in the window,we see the familiar red and blue figure of THE AMAZING SPIDER-MAN. He leaps and hurls himself into a death-defying dive toward the street below, before firing a web-line, that propels him suddenly upward in a dizzying arc.

SFX: SPIDER-SENSE

SPIDER-MAN: (C/U)
Great. Guess checking in on Mrs. Connors will have to wait.

He leaps onto the side of a building, and looks back and down.

A lady is in trouble. Two thugs are pulling a lady out of her car attempting to rob her.

In mid-flight Spider-Man lets go of his web-line and for a split second hangs in the air gracefully, before somersaulting over and lightly dropping. He hits the ground and in less than a split second is back up again in the air, bouncing off one wall and landing on another in spider-pose. With incredible speed he pulls a small camera from his belt and webs it to a corner. It is so fast, the human eye would be hard pressed to see it.

Two thugs are wrestling with a middle-aged woman, having dragged her from her car. One has a hold of her purse. The other is threatening her with a
knife.

SPIDER-MAN:
(holding his hand
to the side of
his mouth
mockingly, as if
to call out)
Hey! Dumb and dumber. Anyone ever tell
you that's no way to treat a lady?

THUG 1
H-hey...we don't want no trouble.

SPIDER-MAN:
Who said anything about trouble? Its just lil ole me, your friendly
neighborhood Spider-Man passin' out tips on how to win the lady of your dreams. Hint... Taking her purse and threatening her with a knife isn't
the best way to go about it buddy.

LADY:
Help me Spider-Man! They were going to rob me...and...

THUG 2:
Yeah, Webslinger. No... er ... trouble... uh...we were just... you know,
joking around.

SPIDER-MAN:
Really? Cuz it looks to me like you were trying to offer to carry the lady's purse. Again...goin' about it all wrong. Here let me give you a hand.

Spider-Man pushes up off the wall, (again with amazing quickness) does a somersault and lands with a kick to the mugger's face, causing him to
drop the knife.

SPIDER-MAN: (cont.)
Oops ... that was my foot wasn't it?
(pause)
Here ya go.

One punch sends the man hurdling in to the building wall, out cold, where he is subsequently wrapped in a snug, cozy web "cacoon".

THUG 2:
(frightened)
No...impossible...no one can move like that ... that fast.

SPIDER-MAN:
Alright, we can do this the easy way, or we can do it the hard way. You're...

Even though the thug has apparently grasped the costumed hero's superhuman speed... he makes an instinctive, but foolish move... he runs.

SPIDER-MAN:
(deadpan)
Why do they always choose the hard way?

One web line fastens itself to the back of the fleeing crook, and with a seemingly slight tug , he is in quickly and firmly in the grasp of Spider-Man.

CUT TO:

EXT. BUILDING ROOFTOP - DAY

POV: From below

We see a man's shoes, dangling in the air. Moving up we see
it is the hijacker, hanging from a thin silvery thread. The look on his face conveys extreme fear and with it, the distinct possiblity that his "diaper is full".

THUG 2:
Please. I'll do anything... anything. Just don't kill me.

SPIDER-MAN:
"Kill you"?
(chuckles)
No, I think I'll just sit here and play yo-yo for a
while.

THUG 2
(whimpers)
Y-you're crazy. The papers are right. You... you freakin' m-menace.

SPIDER-MAN:
Listen pal. I'm not in the mood. My gal is on the other side of the
world right now and I'm stuck in this stinkin' city cleaning up roaches like you. Not to mention my boss blames me for everything
but global warming. You do not want to tick me off, believe me.

THUG 2:
Screw you.

SPIDER-MAN:
(makes buzzer sound)
Wrong answer bright boy.

Spider-Man releases his hold, on the web-line and the thug falls helplessly to the ground below, screaming. Just before smashing into the pavement, he lands safely in a net of webbing, where he will wait safe and secure until New York's finest arrive. Looking up, the thug sees the costumed vigilante is
gone.

INT. THE CONNORS RESIDENCE - DAY

In a nice midtown apartment we see an attractive woman straightening and unpacking. MARTHA CONNORS (35) is tall, thin and blonde with beautiful brown eyes.

DOORBELL RINGS

Martha opens the door to find Peter Parker.

MARTHA:
(with a slight southern accent)
Peter. What a nice surprise. Come in.

PETER:
Hello Mrs Connors.

MARTHA:
Now, we've been over this. Its Martha.
(pause)
Let me guess he sent you.

PETER:
(embarrassed)
no... um. ok, yes, but... hey, its really good to see you.

MARTHA:
I thought so.

Suddenly a fireball of energy in the form of a young boy bursts in to the room. BILLY CONNORS (7) runs straight up to Peter.

BILLY:
(excited)
Peeeeterrr!

Despite his inordinate strength, Peter must still brace for impact as the youngster slams into his legs for a hearty, but short-lived hug.

PETER:
(laughing)
Hey there buddy, Long time no see...

MARTHA:
All he's talked about the last couple of days is "seeing Peter Parker".

PETER:
(mussing the boy's hair)
Well, I'm pretty glad to see this little fella myself.

BILLY:
Any new pictures of Spider-Man? Have you seen him today? What's he doing? Where does he live?

PETER:
Whoa, hold on there cowboy.

MARTHA:
Bil-ly.

PETER:
(gives her a look like
"its ok")
Ah, Spider-Man. He's the one you really want to see hunh?

BILLY:
Spidey's the coolest.

PETER:
(agreeing)
Yeah... yeah, he's pretty cool.

MARTHA:
Billy, why don't you run along and finish unpacking your toys OK? I need to
talk to Peter for a sec.

BILLY:
OK, mom.
(runs off)

MARTHA:
He ... really misses his father. But I think he's genuinely glad to see you.

PETER:
(smiling)
I can see that.
(pause)
Smart boy you got there Mrs Connors...
(changing subject)
So, when's Doc comin' in?

MARTHA:
Curt's catching a late flight. So, we probably won't see him until the morning.
(sigh)
He's been working so hard.

PETER:
Dr Connors is really dedicated to his work. I'm looking forward to having him back. And I'm glad things have settled so that you two have been able to come up here for good. I know he sure missed you both so much.

MARTHA:
It will be nice to have my family back.
(pause)
How are things with... Gwen, right? You two seemed pretty serious, I remember.

Peter grows quite and hangs his head slightly.

MARTHA: (cont)
Did I say something wrong?
(pause)
Oh, I see, you've got a new one now.

PETER:
No, no, nothing like that. Its... a long story. She's had a pretty hard go of it, after her dad... well. Right now she's with family overseas.

MARTHA:
I'm sorry. I didn't know. I only get bits and pieces from Curt.

PETER:
Its alright. Things happen for a reason, they say.
(again changing subject)
Doc just said in his e-mail to drop in on ya if I had the chance and make sure
you two were settling in OK.

MARTHA:
You're a sweetheart. We're fine. Billy loves the city and he's excited about seeing his dad more
(pause)
I'm sure things will work out Peter, might just take a little time.

PETER:
I suppose you're right.

A SOUND of a key at the door and the door opens.

In walks DR CURT CONNORS (38). Tall, thin with light brown hair, he wears a trench coat, that almost hides the fact he is missing his right arm. He picks up his bag after unlocking the door, with impressive coordination for someone with such a handicap.

DR CONNORS:
Is this the Connors residence?
(big smile)

MARTHA:
(surprised but
happy)
Curt... your home...but -

DR CONNORS:
I got an earlier flight. Thought I'd surprise ya. Hello Peter.

PETER:
Hey Doc. Just checking on the family, like you asked.

Billy comes running back in to the room.

BILLY:
Daddy!

DR CONNORS:
(chuckling)
Hey there sport. I brought ya something.

He reaches in to his coat pocket and pulls out of a bag.Billy opens it to find a realistic looking rubber alligator play figure.

BILLY:
Cool! Another one for my collection. Thanks Dad.

PETER:
Uh, listen, I'm gonna take off, let you all catch up.

MARTHA:
Don't be silly. You'll stay for dinner. Besides, it 'll save me
from having to listen to all the boring science talk from Florida.

BILLY:
Yeah, stay Peter stay!

DR CONNORS:
I always say , theres no arguing
with her.
(puts arm around
Martha.)

DISSOLVE TO:

INT. CONNORS' KITCHEN - NIGHT

Peter, Martha and Dr Connors are at the table, finishing up dinner.

PETER:
Gosh, that was delicious Mrs C. Thanks.

DR CONNORS:
(chuckling)
She's the best. Can't get cornbread like that anywhere. Always knew she was
gorgeous, but when she laid that southern cooking on me I was hooked.

MARTHA:
I know.
(winks)
I'm glad you enjoyed it Pete.

PETER:
Boy, I sure did. Um, least let me
help clean up.

MARTHA:
Absolutely not. You're our guest. Besides, thats what Curt is for.

Dr Connors groans and Peter chuckles.

MARTHA:
I'm kidding hon. You rest. Must have been a long flight. You look
tired.

PETER:
You haven' really mentioned your trip. Was it fruitful?

DR CONNORS:
(pause)
Yes, yes it was.
(matter of factly)

Peter pauses, noticing Connor's change of mood, and seeming lack of interest in discussing details of his study.

DR CONNORS (cont.)
(gets up)
You know what...?
(kissing his
wife's cheek)
Maybe I should go lie down for a while. Long day ahead tomorrow.

PETER
Yeah, I got a thing to get to.
(gets up and walks
to door)
Thanks again Mrs Connors. See ya tomorrow Doc.

MARTHA
My pleasure. Bye Peter.

DR CONNORS:
(smiling)
8:30.

Peter leaves.

INT. BLACK DIAMOND BISTRO - NIGHT

In a trendy restaurant/club just off campus, Harry, Mary Jane, and other ESU students and friends join FLASH THOMPSON at his "going away party". As ususal, Peter is not there...yet. Sitting next to Flash is a cute blonde, LIZ ALLAN.

FLASH: So glad you could make it Lizzie.

LIZ:
I'm really gonna miss you, ya big lug.

HARRY:
Flash Thompson, irresponsible wild man to US Army ranger. Who woulda thunk
it?

FLASH:
(a playful sneer at Harry)
Aw you guys are the best. Ya didn't have to go to all this
trouble...

MARY JANE:
(joking)
I must confess it was my idea.
(pause)
What? Y'all know ole MJ Watson luuuuv's an excuse to party.

FLASH:
Well, I'm still touched, and I'm feelin so sentimental I almost...
(mock tears)
even wish that weasel Parker was here.
(chuckles)

HARRY:
Peter's coming. He's just late, you know, as usual.

LIZ:
Peter Parker, now there's an enigma.

MARY JANE:
(unchararistically serious)
Peter...
(pause)
well, he's still adjusting to...
Gwen leaving. Poor guy.

FLASH:
Yeah, too bad Gwendy couldn't be here.

LIZ:
So why did she leave?

MARY JANE:
Her aunt and uncle are in London... She went over there to help her cope with her dad's death and all. Pete's taken kinda hard.

LIZ:
Poor Peter.

HARRY:
Yeah...
(changing subject)
'bout time for another round isn't
it?
(looks around for waitress)

MARY JANE:
Hey there handsome. Where's the fire. Maybe you've had enough.

HARRY:
Come on MJ. Pete's not even here yet. Hey Flash buddy , let me buy
ya a beer.

FLASH:
Well alright money-bags...since you're buying and all. Twist my arm why dontcha.

Harry and Flash go over to the bar.

HARRY:
So... the army. Sure this is what you want to do big guy?

FLASH:
Yeah, I mean... I want to help make a difference ya know?

HARRY:
Well, its just, leaving school early, you're education-

FLASH:
I know dude, its just something I gotta do. My old man was in the
first gulf war. My Uncle in Vietnam, my grandad in WWII. I'd
feel wrong if I didn't do my part, besides...
(pause)
its not like I can totally count on the NFL after... well now that my leg's all messed up.

HARRY:
Dude, that was like the bravest thing I've ever seen anyone do,
standing up to that Ock guy that way.

FLASH:
(chuckles)
Lotta good it did me. You ended up with MJ and all I got was a concussion, a seperated shoulder and this bum knee.

HARRY:
(joking)
like I said, the stupidest thing anyone's ever done.
(big grin)

Peter walks in.

HARRY: (cont)
Seriously man. Neither she or I will ever forget what you did for her... We...
(pause)
Hey, its Pete. Peter!
(motions)

And Harry is not the only one who spots the new arrival. A certain redhead pauses in her celebration to take notice.

FLASH:
Well, whattya know. Bookworm showed up after all.

PETER:
Hey guys.
(joking)
Flash, you're looking especially lovely.

FLASH:
Yeah, well don't get any ideas Parker. There's not enough alcohol
in the world. And I'm shipping out tomorrow.

PETER:
(grinning)
Your loss "sailor"

FLASH:
(smiling)
Why..I oughta...

PETER:
(shaking Flash's hand)
All the best man. We're with ya. Go get 'em.

FLASH:
Thanks Parker... means a lot.

Mary Jane walks up. Liz is behind her.

MARY JANE:
You made it Petey-O.

LIZ:
Hey Peter.

PETER:
Hi MJ, Liz. Yep. I woukldn't miss saying goodbye to lunkhead for anything.

Laughter and Flash smiles. Peter smiles back. He'd gained a whole new respect for Flash when he foolishly had gone up against Dr Octopus, dressed as his hero... Spider-Man.

HARRY
Pete. Can I talk to you for a minute?

PETER:
Sure Harry. Whats up?

HARRY
I, uh. Well, you know dads coming home tomorrow.

PETER
(nervous
expression)
Yeah...

HARRY
(looking at Mary
Jane)
Look at her. Isn't she gorgeous?

PETER
She sure is something. You're a lucky guy.

HARRY
I'm gonna be busy the next couple of days... tying up some lose ends at the office, and... soending time with dad. I want to make sure he's ok Pete. I mean before the accident, he seemed so strange. I've had alot of time to think about what it would be like if I lost him.

PETER
(lowers head)
I know what that's like.

HARRY
Yeah, I know, with your uncle and all. Listen, Pete, I was wondering if you could just keep an eye on MJ, over the next couple of days, just til I get thing situated.

PETER
(looks at MJ)
Sure Harry, but, MJ is more than capable of taking care of herself.

HARRY
I know, but well, she's got that reading for her play, and I think she was disappointed when I told her I couldn't be there with her. Gotta go to the plant and check on a couple of things before he gets home, and come on pal, its me...

PETER
Sure. sure, buddy. I need check in on Aunt may anyway. I'm sure she
wouldn't mind seeing Mrs Watson.

HARRY
THanks dude. Means alot. And it will to her too.

PETER
What are friends for?

Harry smiles.

INT. THE CONNORS RESIDENCE, (BEDROOM) - NIGHT

Martha, in nightgown, and hair down comes out of bathroom to the bedroom, whre Curt Connors is in bed reading. He is wearing glasses.

MARTHA:
( brushing
long hair.)
That Peter Parker is such a sweet boy.

DR CONNORS:
(half-hearted
while studying)
Mmh hmm, yeah.

MARTHA:
He was telling me about 'Gwen". I could really tell how important she is to him.

DR CONNORS:
Un hunh.

MARTHA:
Are you even listening ot me Curt?

DR CONNORS
(still reading)
Of course I am sweetheart. How could I NOT be?

MARTHA
(teasing)
Now what is that supposed to mean professor?

DR CONNORS
Nothing dear...
(looks up from behind glasses)
Its just that I couldn't possibly hear all you have to say.

MARTHA
Why you..
(slaps him with
pillow playfully)

Curt hugs his wife and she pauses, almost as if sensing something... different.

DR CONNORS
What is it? What's wrong.

MARTHA
(pause)
Nothing. Nothing at all.

DR CONNORS
You sure?

MARTHA
(climbing into bed)
Sure. I just worry sometimes. You work so hard...

DR CONNORS
You know I don't deserve you.
(kissing her head)

MARTHA
(playfully)
No, you don't.

DR CONNORS:
Funny.

MARTHA:
(turns off light)
I missed you.

DR CONNORS
You did?

MARTHA
Yeah... I did.

DR CONNORS:
(sly grin)
Why don't you show me Mrs Connors?

The two embrace and kiss passionately, before Martha pauses looking up.

MARTHA
Curt...
(slightly shakes
him)
Curt?

Curt Connors is fast asleep much to Martha's dismay. Figuring he must be exhausted from his trip , she reluctantly turns out the light and rolls over to go to sleep. We see Dr Connors sleeping.But.. a closeyp reveals... his eyes are open!

INT. SECLUDED OFFICE - NIGHT

We see strange man, with dark features. He is known in certain circles as THE CHAMELEON. The stranger walks into his office, sits down and pushes a
button on a small red box. From a speaker in the box comes a deep, but very proper voice, that belongs to his superior, the mysterious leader of the powerful Crime Syndicate, referred to only as ... THE KINGPIN.

KINGPIN: (V/O)
Yes Dmitri.

CHAMELEON:
(speaking with a light
Russian accent)
The scientific team has completed work on the battle suit. We are ready for testing. I think you will be most pleased.

KINGPIN (V/O)
I expect I better.

CHAMELEON:
(wincing slightly)
Would you like to see it?

KINGPIN (V/O)
Most certaily I would like to see it. I.. may even test it out myself. After all, if it proves to be no match against me. How will it fare against Spider-Man?

CHAMELEON
Do not worry. Aleksei has gone under months of strength enhancing
treatment. And with the suit, he will be virtually unstoppable. Spider-Man doesn't stand a chance. He will be erradicated.

KINGPIN: (V/O)
No.

CHAMELEON:
(baffled)
Excuse me?

KINGPIN: (V/O)
I do not want Spider-Man harmed.
(pause)
He must be detained and captured. I want him brought to me, where I
will teach him the meaning of submission.

CHAMELEON:
As you wish... But...

KINGPIN: (V/O)
(interrupting)
The last few months the streets have grown restless There are others who oppose me... seek to have what I've worked so tirelesly to acquire... think they can simply take it, right under my nose. This suit... is new muscle that will be just what I need to keep them in line. And after we have captured the "wall-crawler", and "convinced" him to "join" out little "organization"... only then will they realize my true might...
(pause)
Mr Smerdyakov, inform me when I may meet our newest "agent". I look forward to it greatly.

The man known as The Chameleon nods his head in silent understanding.

INT. FOREST HILLS (THE PARKER RESIDENCE) - DAY

We see the quaint living room of the small working class home occuppied by Peter's AUNT MAY and her friend, and sometime nurse ANNA WATSON. There's a quick KNOCK on the door from outside and then it opens. Peter leans in.

PETER:
(smiling)
Anybody home?

AUNT MAY:
(jubilant)
Peter!
(seeing MJ walk in
behind)
oh, and Mary Jane. What a pleasant
surprise.

Peter kisses his aunt on the cheek.

MARY JANE:
Hi Aunt May. Glad to see you back to your
rockin' self.

AUNT MAY
Thank you dear. I assume thats a good thing.
(calls)
Anna? Come see who's here.

Peter and MJ smile.

ANNA: (O/S)
(coming down the
stairs)
Ohhh. I bet I know. Mary Jane...

ANNA: (cont.)
(surprised)
and... Peter?

PETER:
Hey Mrs. Watson.

ANN:
(looking around)
Where's Harold?

MARY JANE:
Harry's dad comes home today. So, he's a little busy with that.

Peter flinches slightly.

ANNA:
Mr Osborn. Oh yes, I read all about that in the papers.
(pause)
Young Harold must be so glad to have him back.

PETER:
(still slightly
uncomfortable)
Yeah, he is.

MARY JANE:
(sigh)
Good old Harr- he was worried about me, so he assigned me this handsome bodyguard to look after me. Right Petey?

PETER
(blushes)
Gosh MJ.

AUNT MAY:
(about Harry)
How thoughtful.

MARY JANE
(playfully)
Harry better not stay away too long...
(glancing at Peter)
I don't know how long I may be able to resist this boy's charm.
(melodramatic)
Why.. I might not be able to control myself.

Peter just shakes his head.

ANNA
I'm glad you dropped by. Wish you would more often.
(pause)
So...
(intrigued)
what have you two got going today?

May looks on, curious as well.

MARY JANE:
Just kinda hangin out right Pete? Oh, and I'm reading for a part in a play this afternoon.

AUNT MAY:
Really Mary? Thats so exciting.

MARY JANE:
Yeah, it my first one, just a little campus production, but I'm reading for a pretty big part, so I'm a kinda nervous. Been trying to talk your nephew here into trying out too.

PETER:
She's been making me read lines all morning. I told her I didn't know how to do an English accent.

AUNT MAY:
Oh, we were just about to make some lunch; tuna fish sandwiches. I even have some of those potato chips you like so much Peter.

PETER:
Actually, Aunt May, we... uh... just stopped be for a minute. I've gotta run by The Bugle and pick up a check, before we go to the audition. Mmm, sounds good though. I'll take a rain check.

ANNA:
Oh, I wish you could stay. You'll call me later and let me know how you did with your play, won't you Mary Jane.

MARY JANE:
Of course.

She hugs both ladies.

AUNT MAY:
Peter, you have an umbrella don't you. I hear there's showers this afternoon.

PETER:
(smiling)
Yeah Aunt May, We'll be alright. I'll check in on ya later.

After Peter and MJ leave, May and Anna share a knowing, content look.

EXT. LONG ISLAND (THE OSBORN MANSION) - DAY

A dark colored Rolls Royce with tinted windows pulls up to and stops at a large gated entrance. Slowly, the heavy wrought iron gates part and the car drives through.

HOUSE P.O.V.

From the house's perspective we see the big car lumber slowly up the long driveway, before coming to a gentle stop.The driver gets out, and opens the rear door. From out of the car appears NORMAN OSBORN. Wearing a long black coat and gloves, he pauses to look up at his huge, sprawling ancestral home. It has been nearly a year since the accident at his warehouse that caused him to lose his memory. He might have lost more than just memories had Spider-Man not been there to save him, or so he's been told.

Norman smiles slightly. It must feel good to be home.

INT. THE DAILY BUGLE - DAY

J Jonah Jameson is in his office, lookin over some editorial copy, when suddenly a VERY LOUD NOISE comes from outside. He looks up and there is more NOISE. JJ gets up to look out the window, when suddenly Betty Brant comes in.

BETTY
Mr Jameson, Mr Jameson!. There's something going on out front in the
street.
(interrupted by
loud noise)
What is it?

JAMESON
I-I don't know.
(looking out the
window)

CUT TO:

EXT. THE STREET

A car slams on its brakes to avoid hitting another, just before yet another car lands FROM THE AIR on the first car.

People are scattering, screaming with panic.

More destructive NOISE.

CUT TO:

INT. JAMESON'S OFFICE

Betty looks frightened. Events from just a few years ago, events no New Yorker or American will ever forget, begin to enter her mind.

JAMESON:
(rattled)
I don't know what the hell's goin on, but...
(dials phone,
pause, hangs up)
Bah! Where's Parker when you need him?

CUT TO:

EXT. THE STREET

We catch a glimpse of the source of the ruckus, in the form of two MASSIVE LEGS, obstructed by debris, that lumber off behind more debris. We also hear amidst the chaos, a low, DEEP BREATHING and occasional GRUNTING sounds.

Peter and MJ arrive at The Daily Bugle to discover utter chaoes. Out side the offices, cars are over turned. The front door is smashed.

MARY JANE:
Oh my God. Wha...?

PETER
(alarmed)
MJ ... Stay here. I'll be right back.

MARY JANE:
OK ... um..
(pauses, looks
around)

Peter is gone...

MARY JANE'S P.O.V.

Two police cars are parted like lawn furniture, and we hear FOOTSTEPS, that almost seem to echo through the ground.

Now we get full view of the source of the carnage. THE RHINO stands nearly seven feet tall, and seemingly almost a wide, encased in a bulky, layered, dark gray "armor". The suit continues up and over his head, to a point, or more accurately, a horn. Through a small opening in the helmet, behind a strong sheet of plexiglass, is the face of Aleksei Sytsevich, former small time prize fighter,thug and reknowned "muscle" in underworld circles. He is, though, by all intents and purpose ... unrecognizable.

Rhino pauses and lets out a bestial roar. With a snort, the gargantuan terrorist lowers his head and slams into a taxi cab, turning it on its side. He crouches and looks around.

THE RHINO:
(deep, slow voice)
Where are you!

SPIDER-MAN (O/S)
You lookin' for me?

THE RHINO:
Rrrrrrrrrrrrr!

SPIDER-MAN
(hopping down)
Looks like somebody went off their meds.
(looks around)
I am NOT cleaning this up.

MARY JANE:
(under breath)
Spidey.

THE RHINO:
You are mine little man!

SPIDER-MAN
Well, I'm flattered big guy. But I'm sort of spoken for.

The Rhino lowers his head and charges. Spider-man dodges, but the impact with a building wall brings dust and debris on top of the web-slinger.

SPIDER-MAN:
(brushing himself off)
Mister, its one thing to mess up the city, and frighten citizens...but when you dirty up the costume...

Spider-Man leaps on to the back of the violent behemoth, and administers punches, blow after blow, seemingly to no avail.

THE RHINO:
(laughing)
Is there a bug on me?

Rhino, reaches behind and grabs the hero, plucking him off, and and slams him to the ground. He lifts a massive leg to stomp him, but the web-slinger quickly rolls out of the way.

THE RHINO:
Bah, you wiggled out of it, but its only a matter of time before I
squash you, like the little maggot you are.

SPIDER-MAN
Maggot? That hurts man. Do I look like "Maggot-Man" to you?
(looks down at costume)
Hmm, and this from a fat guy in a rhinoceros suit.

Suddenly Spider-Man leaps in for a flying kick to the Rhino's side. But he bounces off of him, and the attack is in vain. The armor that protects him seems inpenetratable. One swat of a arm sends the hero flying backwards and in to a car. Before he can recover, the Rhino charges and with a head butt sends him flying through the air. Spider-Man instinctively fires a web-line and comes back with a kick to the Rhino's chin, which stuns him, if only temporarily.

THE RHINO:
(chuckling)
Like you can hurt me, you little runt.

The Rhino reaches to crush him for good, but grabs air as Spider-Man has inhumanly dodged the lunge with an agility unimaginable. Picking up a pile of debris in a web "sling-shot" he sends it hurdling at the giant, hitting him square in the face; a blow that sends him reeling backwards. In an instant the spider is on him, with lightening-quick punches and kicks to the face. Dazed, The Rhino staggers backward, trying to shake the attack off. He reacts to a radio signal in his helmet and decides to suddenly make a hasty retreat as more sirens approach.

Instead of taking off after him. Spider-Man leaps over to where Mary Jane has taken cover.

SPIDER-MAN;
You alright Miss?

She nods her head and Spider-Man leaps away.

MARY JANE:
(catches her breath)
I'm great.

After the thrill has subsided, she remembers...

MARY JANE:
Peter.

She begins to frantically look around.

MARY JANE:
Peter!

A wrecked car moves slightly, and she noticing it, she pauses.

Out from under the car, Peter appears slowly, careful to make sure his camera is seen, as he crawls out from under the wreckage.

MARY JANE:
There you are. Peter, are you OK?

PETER:
(rubs head)
Yeah..
(pause)
I think so.

MARY JANE:
Spidey ran that thing off. You missed all the excitement.

PETER:
(grinning slightly)
Yeah... yeah, guess I did.

INT. EMPIRE STATE UNIVERSITY, SCIENCE BUIDING - DAY

Dr Connors is lecturing his mid-morning advanced biology class. We cannot really make out what he is saying.

EXT. ESU SCIENCE BUILDING - DAY

Pull out of window from outside P.O.V. Then we see a shadowy figure skitter up the side of the building. Seconds later the figure enters a vacant top floor window.

CUT TO:

INT. DR CONNORS CLASS ROOM - DAY

Peter tries to slip in unnoticed, but ends up dropping some books from his bag. Connors looks up and gazes at Peter, acknowledging his tardiness, but not commenting on it, before continuing with his lecture.

CUT TO:

INT. ESU, CONNORS' OFFICE - DAY

Peter walks in.

DR CONNORS:
(unchararistically
gruff)
Yes Peter.

PETER:
I uh... finished the indexing and I cleaned the lab, and well, did you need me to look over the papers?

DR CONNORS:
(again short)
No. that 'll be all.

PETER:
Well, ok, guess I'll take off then.

Looking down at his work Connors silently nods and Peter begins to leave.

DR CONNORS:
Peter...
(looking up)

PETER
Yeah?

DR CONNORS:
I realize, our relationship is not like any I have with other students, or have ever had, for that matter. But I'd appreciate it if you could at least have the courtesy to come to my lectures on time.

PETER:
(a bit surprised
and embarrassed)
Sure, I undersand. I'll do better.

DR CONNORS:
(looking back down)
It really has grown tiresome.

PETER
Y-yessir. I'm sorry. It won't happen again.

DR CONNORS:
Good.
(goes back to work)

Peter hesitates and leaves, a bit taken back by Connors' uncustomary abruptness.

INT. OSBORN INDUSTRIES - DAY

Norman Osborn walks in to the executive offices of Osborn Industries. He is met by his right hand man, DONALD MENKEN.

MENKEN:
Welcome back sir.

OSBORN:
Good to be back Donald.

The two walk in to Norman's plush office. Norman adjusts a few things, pictures, and lamps.

OSBORN:
Everything appears to be in order.

MENKEN:
Just as you left it.
(nervous pause)
You've read the quarterly report?

OSBORN:
Indeed I have. Well done Donald.

MENKEN
Thank you sir.
(pause)
Actually You're ... son, was quite helpful.

OSBORN:
(surprised)
Harry?

MENKEN:
Yessir. He was in here, almost every day... asking questions and
following up.
(kissing up)
You've raised a fine young man there Norman.

OSBORN:
(pleased)
Well...
(pause)
I must say, I'm pleasantly surprised. He's not as assertive
as I'd prefer, but he has a good heart, much like his mother.

MENKEN:
(changing the
subject)
We've a meetin with the Fisk Foundation this week, the...
(pause)
What... Norman, what is it?

Norman freezes, with a pained look on his face.

OSBORN:
I-I don't know. Its nothing. Just felt a little dizzy for a moment there.. Nothing to worry about.

MENKEN:
Yes, well, you mustn't rush things. Baby steps Norman.
(pauses, remembering who he is talking to)
I'll ... uh, leave you to review.

OSBORN:
Yes... thank you Donald. I... really do... just need some time to review. Now if you wouldn't mind...

MENKEN
Of course.
(walks out)

Norman looks away.

INT. ESU, CONNORS' LAB - NIGHT

Working late in to the evening, we see Dr Connors studying and making notes. Behind him are glass cases filled with snakes, lizards, and various reptiles. Connors appears to be making a measurement at the end of the stump that used to be his right arm. After careful examination, he appears, pleased, even amazed.

He makes more notes and then mixes some chemicals in a vial, before producing and loading a syringe. Connors looks around, rolls up his coat sleeve, grimaces and plunges the needle into his right shoulder like a knife.

After a moment of stillness, Connors' head lifts back. His eyes roll slightly back into his head slightly and we see a slight chill has come over him. Hands trembling, he then looks over at a computer that he is wired to via eletro-node that is monitoring his vitals.

With the click of a button, a data sheet is printed out. We can make out a couple of lines, "200 protein boost" and "significant lowering of the metabolism".

Connors becomes dizzy and his head drops to his desk.

Suddenly the door opens and he is not alone. In walks DR FRANKLIN "FARLEY" STILLWELL.(45) Stillwell is tall, and lanky,with greying temples. He has a somewhat intimidating presence, despite his slightly boyish face.

DR STILLWELL:
Sorry to interrupt, but I saw the light; didn't think anyone
(pause)
My God. Curt... are you ok?

Other than looking up with a blank stare, Connors is unresponsive.

STILLWELL:
You've done it haven't you? You've tried it on yourself.
(pause)
You fool. We have no idea of the cons-

CONNORS:
(lethargic)
I-I 've found the answer Farley.
(pause)
We were right. Its in the DNA. The key is in the animal's own spinal fluid.

STILLWELL:
(moment of pride)
I... knew it. Mixing animal DNA with a live human subject can result in
(pause)
You should have told me.

CONNORS:
Farley... look.

Connors rolls up his sleeve of his right arm to reveal a pinkish veiny extension growing from the nub of his arm. Stillwell looks on in shock and amazement.

CONNORS: (cont.)
(beaming)
Incredible isn't it? Based on my calculations, my arm could be fully re-generated inside 6 weeks, maybe less.

STILLWELL:
Impossible. No.This is madness. My theories only suggest animal DNA could enhance human performance, not re-grow entire limbs...

CONNORS:
(turning belligerent)
Its not all about your research... Stillwell.

Suddenly there is flame in Connors' previously blank eyes. Stillwell notices the change. He backs away slightly as Connors stands up.

STILLWELL:
W-whats gotten in to you Curt? This research, your mood swings. Since you've come back, y-you're not...

CONNORS:
(moving closer)
Not... what?
(pause)
Octavius was right about you Stillwell. You don't have the stomach for advanced science. I've made a break-through here, and all you're concerned with is your own pathetic ego. Petty Jealousy.

STILLWELL:
You've gone too far ... I'll

CONNORS:
You'll what my friend? Go to the board?
(chuckles)
May I remind you Warren loathes you. Only my endorsement has kept you here this long.

STILLWELL:
(backing away)
N-No. Stay way from me. Y-you're mad.

Connors reaches and grasps Stillwell by the throat, nearly lifting him off the floor.

CONNORS:
(his voice low,
guttural)
You are weak.
(quick, deep breath)
And you reek of fear. I don't need you Stillwell. I never needed you.

Stillwell, indeed LOOKS full of fear, but at the last moment Connors releases his grip on his whimpering comrade, and wipes his mouth.

CONNORS: (cont.)
Now...
(pause)
get out of my sight.

Stillwell gathers himself and hastily departs.

Connors staggers back, with a confused look, perhaps surprised at his own behavior. He collapses on his chair, and then slides into the floor, passing out.

INT. THE CONNORS RESIDENCE - BEDROOM - NIGHT

Martha comes out of the bathroom, takes off her robe and climbs in to bed. She looks at the clock. It is late. Curt is not home. She picks up a book to try and read, when she hears a SOUND. Perhaps the newness of living in the city is getting to her but she is startled.

MARTHA:
Curt?

She walks through across the top floor of the upstairs apartment and checks on Billy who is sleeping soundly. Martha then apprehensively begins to walk down the stairs.

MARTHA: (cont.)
Curt? Is that you honey?
(pause)
Not funny Curtis. You'd better not be trying to scare me.
(descends stairs)

INT. LIVING ROOM

Martha slowly goes to the front door, notices it is locked, like it should be and then makes her way to the kitchen. Had she left the light on?

She pushes the door open and... nothing... nobody. Maybe she is hearing things.

Martha goes back upstairs, looks in on her son one more time
and returns to the bedroom when...

INT. BEDROOM

Dr Connors SUDDENLY appears from the bathroom.

Martha gasps.

DR CONNORS:
(brushing teeth)
Hi darling.

MARTHA:
(relieved)
Curt... you scared me. You-

DR CONNORS:
(chuckling)
Sorry dear. I thought you might be asleep. So I tip-toed.

MARTHA:
(playfully angry)
More like creeped. Whatever happened to a robust "honey I'm
home" ... "late again", I might add.

Connors chuckles again and puts his arm around his wife.

DR CONNORS:
You're so beautiful when you're angry.
(kisses her on
forehead)

MARTHA
(playfully pushes
away)
Curt. These nights ... working late all the time. I thought the whole point of Billy and I relocating was so that we could be together.

DR CONNORS:
"Maddie", sweetheart. You know I've had alot of catching up to
do, after my study. Keeping up with my research as well as my classes is enormous, sometimes overwhelming.

MARTHA
Yes, I know. I just didn't realize I was moving to New York to spend my evenings with Conan O'Brian.

DR CONNORS:
(joking in a mock accent)
Left me for 'nother Irishman eh?

MARTHA:
(rolling eyes)
I'm serious...
(pause)
What is it Curt? What is this obsession? You know I love you... all of you, as you are. Not as you were.

She had decided to "go there". Connors' expression turns cold.

DR CONNORS:
They took my arm, not my mind.
(pause)
Martha, I'm so close... close to an answer, something real. My research on reptile limb re-generation combined with Stillwell's Neogenic theories have brought to light fascinating possibilities... I will find an answer. Not only for me, but imagine the help I can bring to others like me. Others who know the challenges of going through life less than whole. Others like the small child who longs to walk again, or... for the first time.

MARTHA;
Oh Curt... I don't care about all of that. I mean, I do, and I know its important to you. But, I just want the man I fell in love back in college, and had a child with. I never see you, Its no different than when we were seperated by a thousand miles. Its just now we're together... but apart... with colder weather.

DR CONNORS:
It may not seem important to you, but you don't know what its like to live this way... to have people stare at you all the time, as if... as if
(pause)
you weren't quite human.
(turns to walk away)

MARTHA:
Curt, where are you going? Aren't you coming to bed?

DR CONNORS:
(facing opposite with head turned slightly)
I'll be in my study. Go to sleep Martha.
(leaves)

MARTHA:
(under breath)
Curt...
(tearing up)

EXT. MANHATTAN UPPER EAST SIDE - DAY

INT. NORMAN OSBORN'S TOWNHOUSE

Norman walks in, takes his coat and off and looks around. He considers pouring a drink, momentarily glancing over at the bar, before hesitating and declining. He calls out throwing his intimidating voice up the stairs.

OSBORN:
Harry?
(pause)

HARRY: (O/S)
Yeah dad?

OSBORN:
Come down here please.

Norman throws his coat over a chair as Harry comes down the stairs. Harry is wearing glasses and appears to have been looking over some papers.

OSBORN:
Just came from the office.

Harry looks nervous.

OSBORN: (cont.)
(pause)
I just want to thank you son. Donald told me what a help you were in my absence. I must say, I'm surprised and also... relieved.

HARRY
It was nothing sir ...Just glad you're back.

OSBORN:
And I wanted to tell you not to stay aroun here for your old man's
account. I'm fine. You still got school, right, and then there's this... girl I
still haven't met.

HARRY:
Right. Mary Jane. She's looking forward to meeting you too. And I
don't mind. I want to help.

OSBORN
Your friend...
(pause)
Parker... how is he?

HARRY:
Pete's good. He's a real friend.

OSBORN:
Glad to hear it. And... still dating... uh, Miss Stacy?

HARRY
(slightly puzzled
by his dad's
sudden interest)
Er, well, no, I mean I'm not sure. She left town after her father was killed.

OSBORN:
Ah yes, of course. How forgetful of me. Terrible shame, that was.
I'm sure it wasn't easy for Peter either.

HARRY
No. but he's alright.

OSBORN:
He's welcome to continue to share the apartment
as long as he likes, of course...
(hinting at Peter not
paying rent)
but if he ever wants a real job, I could probably use someone like him down at the plant.

HARRY
Cool. I'll tell him.
(changing subject)
Almost forgot. Kolina called... again. She seems to be quite
concerned with how you're doing,
and not just on a professional level.

OSBORN:
She's an angel. I don't know what I would have done in that
place without her.

Harry is surprised at this new side of his father.

HARRY:
Well, she seems quite taken with you. You must have made an
impression.

OSBORN:
Perhaps...

A rare WARM smile crosses Norman's lips.

INT. THE CONNORS RESIDENCE - DAY

Martha answers the door and it is Peter.

MARTHA
Peter. Thank you for coming.

PETER
You sounded worried. What's wrong?

MARTHA:
Its Curt. Something's not ... He's...
changed, not been himself lately.

PETER
When did you first notice?

MARTHA
When he came back from the Everglades. He was
different. Colder, more distant. I
first thought he'd pushed himself too far
that his drive, his ... well,
He's always been so
obsessed with his handicap.

PETER:
You mean his ... arm?

MARTHA
(looking down)
Yes.

PETER
Mrs Connors... he's never told me.
How did he lose his arm? What happened?

MARTHA
(sigh)
I suppose you should know.

CUT TO:

EXT. UNIVERSITY OF SOUTH FLORIDA 1985 - Day

FLASHBACK MONTAGE: Young Martha and Curt /The Navy/ A Wedding

MARTHA (V/O)
I first met Curt in college
He was a brilliant, handsome,
young man. I was
studying elementary education and
a long way from home. He
helped me through freshman science.
Not many people know Curt's father died in Vietnam
when he was young and that he did a 2 year
stint in the Navy so he could to help pay
his way through college. All the Navy asked
in return, was that he
graduate an officer and remain a reserve for 3 years.
But Curt had dreams of his own;
of becoming a surgeon,
and saving lives. After graduation,
we were married, and he enrolled in medical
school at the University of Florida.

INT. THE CONNORS' RESIDENCE

MARTHA:
But then came
came, THE GULF WAR ... and suddenly
the Navy's "price" went up.
Of course, being Curt, he
refused a safe, secure, staff
position in a Saudi Medvac Tent to
be a field medic, imagining that had
someone like him been there, on the battlefield, his father
may not have died. He was assigned to a
Marine Regiment leading the first ground offensive.
I was more scared than he was...

CUT TO:

EXT. AL-JAHRA, KUWAIT- Feb 1991 (FLASHBACK)

The United States Third Marine Regiment is entrenched in a sandy desert hell as smoke billows from all around from the burning oil fields.

MARTHA (V/O)
I was more scared than
he was.
(pause)
Fierce resistance
was expected.

PAN to reveal enemy tanks preparing to defend their homeland, with the sound of men shouting in Arabic.

MARTHA (V/O)
(recounting Curt's story)
Worst of all was the fear
of deadly chemical attacks.
Curt and
a young enlisted marine had become
cut off from the rest of their
platoon in the heavy smoke from the
burning oil fields.

FLASHBACK: REAL TIME

EXT. KUWAIT 1991

Dr Connors and the YOUNG MARINE are hunkered in
a trench against a large sand dune.

SFX: GRINDING and WHINING sounds of tanks in the distance.

The young marine looks around. He seems disoriented and
frightened.

SFX: MACHINE GUN FIRE (close)

DR CONNORS
(yelling)
Get down!

Blasts and shooting in the background.

YOUNG MARINE
We-we're not going to make it.
I don't want to die out
here Lieutenant...

DR CONNORS
(doubting)
You won't. Just sit tight
til this smoke clears and we can
get our bearings.

YOUNG MARINE
N-no. I don't like this. I don't
like this...

DR CONNORS
Steady Private.
(looks up)

Planes fly over.

DR CONNORS
See there? Here come fthe flyboys
to take out those tanks. We'll
overpower 'em and

Loud sound of fighter jets and artillery fire.

Mumbling incoherently and then yelling, the young Marine
panics and runs off; disappearing in the smoke.

DR CONNORS
Wait. Don't!

Completely panicked and disoriented the young marine is cut down by stray machine gun fire.

Connors turns his head in disgust as the Naval and Marine planes
continue to barrage the enemy tanks.

Then, in a moment of brief silence, he hears him, crying out
in pain, still ALIVE. Wincing at the sound, Connors prepares to make a
break to try and rescue him.

DR CONNORS
Don't move. I'm comin' to get ya.

With a quick glance around, he jumps up out of the
trench and runs toward the young soldier, who is groaning in pain.

Connors reaches him and quickly checks the wound. He then tosses
him up over his back and begins to run back for cover. But the
smoke makes it tough to see where he came from.

Connors runs with the young marine on his back,

SLOW MOTION

Continuing to run, a shell hits just to his right and
there is an EXPLOSION.

CUT TO:

INT. THE CONNORS' RESIDENCE

MARTHA: (CONT.)
The government couldn't confirm it,
but it may have been friendly fire.
(pause)
So much for
becoming a surgeon.

PETER
(shocked)
I-I never knew.

MARTHA
No one really does. Like I said, he
doesn't speak of it. Remarkably he
blames himself for that young
man's death.

PETER
But there was nothing...

MARTHA:
I know...
(changing subject
as if she's said too much)
He was so excited to get this
opportunity at ESU, and soon I was
hearing glowing reports about this
amazing young student... Peter Parker.

PETER
(blushing)
Well...

MARTHA
But ever since he came back from the
field study... Something was different.
He was colder, not his usual, self.
A wife notices. I was hesitant
about moving here, but at the
same time thrilled that we were all
going to be together again on some sort of
consistent basis. I told
myself once things were back to normal
Curt would be back to his old self.
But...

PETER
What?

MARTHA
Its only gotten worse... the coldness,
the irritability... I was
too engrossed in the fact that we
were finally going to be together
again in New York, with a new
life to face it.
(looks at Peter)
You... you've noticed it too
haven't you.

PETER
(hesitates not
wanting to feed
her fears)
I... don't... I mean...

MARTHA
You've seen it. He's changed
Peter. Curt is different somehow.

PETER
(hesitates again)
Yeah... I've noticed it. Ever
since he's gotten back from
Florida.
(pause)
Little things like ... he has less
patience.Doc is one of the kindest gentlest
souls I've ever met. But lately...
well, like you, I guess I just attributed
it to exhaustion.

MARTHA
Oh... Peter. I don't know what to
do. I've tried talking to him,
but...

PETER
Why don't you let me talk to him.
Emotions aside, it might be
easier. Maybe I can get him to
open up about what's troubling him.

MARTHA
Would you do that?

PETER
Sure.

MARTHA
(dabbing at a tear in her eye)
Thank you Peter. You are so sweet.
I can see why Curt thinks so
highly of you.

PETER
Thanks Mrs Connors.
(getting up to leave)
I'll try to talk to him in
the morning.

MARTHA
Please. Its Martha.

PETER
Alright.
(smiles)
Martha.
(leaves)

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