SPIDER-MAN

screenplay by
Ted Newsom and John Brancato


based on characters created by
Stan Lee











First Draft
November 24,1985

For Cannon Films
Sunset Boulevard
Los Angeles, CA 90028



INT. BASEMENT - DAY

A single glistening strand of a spider's web bisects the
BLACK FRAME. As CLASSICAL MUSIC caresses our ears, we see
the strand criss-crossing others in a perfect orb web. A
spider-- black with an intricate pattern-- drops INTO FRAME.
It gracefully gathers and weaves the strands together.

The web and spider become small, a gray mass against a
basement ceiling corner. The further BACK we go, the grimier
the scene becomes: peeling industrial green paint, tangles
of pipes and electrical cable, harsh lighting.

We hear a low WHIR, the pitch growing higher-- a cyclotron.
The colossal donut-shaped accelerator dominates the basement
lab. It's a cylindrical, metallic tube, suspended from the
ceiling, with wires and fixtures over its length.
Utilitarian, a patchwork of technology from the 40s to the
80s, with radioactivity warnings.



INT. EXPERIMENTAL CHAMBER - DAY

A steel and glass chamber is built around and below a section
of the cyclotron. Metal shelves of equipment, a large
electrical transformer with heavy cables leading to it from
the floor.

A three-fingered mechanical claw-- a "waldo"-- thrusts INTO
FRAME. Its telescoping arm extends, lifts a tiny one-gram
cylinder from a rack of standard weights on a shelf. Another
waldo holds a lead canister, a third removes a sealed vial
containing a thick, muddy liquid. A fourth arm reaches up to
adjust a crystal focusing cone, which juts out from the
cyclotron tube. The arm aims the cone at a digital scale on
a table in the center of the room.

The four waldos are mounted on a panel with a thick, clear
pane above it. Through the glass, a shadowy figure
manipulates the controls. A fibrous BLUE-WHITE BEAM erupts
from the cone, focusing on the weight & the TITLES END.



INT. CONTROL ROOM - DAY

The WHIR is muffled now, the MUSIC loud from a stereo in the
control room. A video monitor shows a waldo placing the gram
weight on a scale; a digital read-out beside the screen jumps
from 0.000000 to 1.000000. A computer screen displays
irregular, colored patterns describing the downward arcs of
sub-atomic particles. A digital clock: 8:57 AM. A half
eaten chili dog lies on the control panel.

DR. OTTO OCTAVIUS ("DOC OCK") manipulates the waldo controls.
In his 50s, Ock is broad, thickly-featured, brooding, with
unfashionably long hair. He wears a stained sweatshirt,
protective goggles. Without interrupting his concentration,
he lights a fresh cigarette from the butt of the last, and
takes a bite of the chili dog.



INT. BASEMENT HALLWAY - DAY

ALEXANDER THORKEL and SOLOMON ROSOMOFF (ROZ) enter from a
flight of stairs. Tall, thin, 40, Thorkel wears horn-rimmed
glasses and a Brooks Brothers suit. Roz, a professor of
astrophysics, walks spryly despite his 75 years. The men head
to the door at the end of the hall: "CYCLOTRON, AUTHORIZED
PERSONNEL ONLY."

THORKEL
I'm sorry to bother you, Professor.
But the man is impossible.

ROZ
He has his reasons, Thorkel. At
the moment, he has something to
prove.

THORKEL
He refused to open the door.

ROZ
Maybe he didn't hear you knock.

Thorkel snorts. Roz fishes a card-key from his tweeds,
inserts it into the lock.



INT. CONTROL ROOM - DAY

The door buzzes open.

THORKEL
You'll be late for class, Dr.
Octavius.

Roz sighs. Ock doesn't turn around. Thorkel snaps the MUSIC
OFF.

THORKEL
The University pays you to teach.

Ock twists a dial, the WHIR increases in pitch, the light
grows more intense. Thorkel frowns. Ock notices Roz-- a look
of understanding between them.

ROZ
Otto, I don't like Thorkel any more
than you do. But he has got a
point.

OCK
Rosomoff, I have better things to
do than teach Introductory Physics
to mindless adolescents.

ROZ
Perhaps. But every now and then
someone pays attention. You did.

Thorkel looks at his watch. Ock sighs and snaps a switch.



INT. EXPERIMENTAL CHAMBER - DAY

The four waldos pull backward and hang limply. The WHIR winds
down.



EXT. 7TH AVENUE - DAY

The DIESEL ENGINE of a bus winds down as it pulls up. The
doors HISS open. Sneakered feet bound down the bus steps
INTO FRAME, onto the sidewalk. The young man in the
sneakers, PETER PARKER, passes a bank clock that reads 9:02.
Intelligent, 20, with dark hair and rimless glasses, Peter is
neither a nerd nor a male model. Drably dressed in jeans and
a button-down shirt, he carries a book-filled backpack over
one shoulder, a Styrofoam cup of coffee in the opposite hand.
Yawning, he hurries down the avenue.



EXT. GREENWICH VILLAGE STREET - DAY

Peter heads down a side street toward an institutional
building. A sign reads: "CURTIS CONNORS SCIENCE CENTER," and
below, "Empire State University." Soot, not ivy, covers the
brick walls.



INT. SCIENCE CENTER LECTURE HALL -DAY

Looking down over tiers of built-in chairs to a podium and
blackboard flanked by doors. Somber, traditional academia.
The half-filled class settles as Peter enters and looks up
toward the higher rows.

A weird kid in the first row-- HARRY OSBORN -- waves at
Peter. Slight and awkward, Harry has nervous mannerisms and a
garish heavy metal T-shirt.

HARRY
Hiya Peter!

Peter gives him a perfunctory wave. He climbs up toward the
back row, where LIZ ALLEN sits with feet on the empty chair
in front of her, seemingly absorbed in a dog-eared Jane
Austin novel. Her style reflects a quirky sense of humor:
floppy hot-pink sweater over a brilliant purple dress;
brightly-striped knee socks with clashing ballet slippers;
colorful jewelry.

Liz is the single bright spot in this otherwise drab
environment. Without looking up from her book, she folds her
legs up for Peter to pass. He sits discretely one seat away
from her, lays his backpack beside her. Peter eyes Liz over
his coffee, clearly pleased to see her.

PETER
Good morning, Liz.

LIZ
How very dull, Peter Parker.

PETER
It's too early to be clever.

She unzips his backpack and toys with his Nikon.

LIZ
It's never too early to be clever.
Describe in a sentence how you feel
about me.

PETER
Huh?

LIZ
Fill in the blank: "I blank
Elizabeth Allan."

PETER
I-- uh--

LIZ
Uh is a good start.

PETER
I lov-loathe Elizabeth Allan.
Abhor, detest, despise--

LIZ
Oh. Well, I hate you and everyone
who looks like you.

Down below, Doc Ock rumbles in, cigarette dangling from his
lips, and slams his notes down on the podium. There's a "NO
SMOKING" sign behind him. He starts his lecture as Liz and
Peter continue their rapid parry and thrust.

PETER
I hate the Platonic idea of you.

LIZ
I hate people with alliterative
names.

PETER
I hate--

LIZ
I hate your relatives, I hate your
coffee, I hate your shoes.

OCK
(barely audible; BG)
As you'll doubtless recall, there
are four known forces in the
universe--

PETER
Not my coffee.

She puts his camera down and grabs his cup, takes a sip.

LIZ
No. I was lying about the coffee.

PETER
Thank God.

Liz looks deep into his eyes. It's the first time she's
looked at him.

OCK (CONT., OS)
The strong force, which binds
matter together; the weak force,
which causes decay;
electromagnetism; and gravity--

LIZ
(melodramatic)
I was lying about it all, Peter. I
love you.
Ever since the third grade, I've
loved you, I've wanted you. I dream
of you, night and day, my very
being o'erbrims with a burning
passion for you.

Peter wishes this were true. Suddenly FLASH THOMPSON dips
INTO FRAME and covers Liz's mouth in a wet kiss. Peter looks
away, grossed out.

OCK (CONT.)
-- gravity, Newtonian theory uses a
simple equation with a constant--

Flash dumps the pack on Peter's lap, then climbs into the
chair beside Liz and throws his arm around her. She tries to
catch Peter's eye, as if to apologize-- but he avoids her
look.

OCK
-- which we all know by heart--
Don't we, Mr. Thompson!

Flash grabs Peter's notes without missing a beat, holds them
out of view and reads.

FLASH
Natch, Doc. That's... 6.670 time
10 to the negative eleventh.

OCK
(eyeing him)
In what quantity?

Flash tries to decipher the hidden notes.

HARRY
Meters cubed over kilogram-seconds
squared!

Flash curls his lip. Peter retrieves his notes, clucks his
tongue at Flash.

PETER
Crime doesn't pay, Flash.



INT. READING ROOM - DAY

Early afternoon. The long tables of the oak-paneled library
are crowded with studying students. A print of a fox hunting
scene hangs above a mantelpiece. A fat male LIBRARIAN sits
at a desk.
We DOLLY IN to pick out Peter Parker, slouching in a chair
with a notebook in his lap. He sniffs something, looks
around, and sees:

HARRY in the stacks, dragging a small cloth bag over the
floor and bookshelves.

Peter rolls his eyes. Harry crosses to the table at the far
end from Peter, He slides the squirming bag down the table
like a whiskey glass in a saloon. Peter grabs the bag in mid
slide, shakes his head "No," silently but firmly. Harry
grins crazily and nods, Oh, yes!" Sensing mischief, the
librarian glances up. Peter heads into the stacks with the
bag, pursued by Harry. They whisper:

PETER
You maniac. You'll blow your
scholarship.

HARRY
They'll never take me alive.

Peter ducks as the librarian passes. Harry snatches the bag
back, artistically swipes the man's rump with it. The
librarian doesn't notice.

PETER
What's in there?

HARRY
A little bunny I saved from
dissection.

PETER
Harry!

Roz walks past, looks at Peter, who waves nervously.

ROZ
Mr. Parker.

PETER
Hi, Professor. What's up?

Harry scrambles atop stack "H-K" by a window. A tape deck
sits at the ready.

ROZ
You tell me.

Roz sees Harry signal out the window--



EXT. LIBRARY - DAY

A van marked "RUTLAND'S COMPLEAT HUNTER" parked by the
steps. Two men in red hunting jackets return Harry's signal
and open the van doors.



INT. READING ROOM - DAY

Harry clicks on the tape player-- a HUNTING TRUMPET, rousing
everyone in the library.

A dozen baying basset hounds rush in, following the scent
over tables, under chairs, upsetting everything in their
wake. Pandemonium: students laugh, applaud, some join in
the chase. Dogs pursue the librarian, who falls, overturning
a bookcase. Peter smiles in spite of himself. Roz claps.

From atop his bookcase, Harry watches it all proudly. The
scent bag's still in his hand. The dogs pick up on it,
leaping and yelping at him.



EXT. WASHINGTON PARK - DAY

Late afternoon. Peter and Liz cross the park toward a
pretzel vendor.

PETER
-- but the dogs treed him between
Huxley and Kafka.

LIZ
Poor Harry. Always desperate for
attention. What about the bunny?

PETER
Back to the lab. Harry'll probably
lose his scholarship.

Peter pays for two pretzels-- two dollars and no change. He
winces a little. She takes a bite of pretzel.

LIZ
He'll weasel out of trouble.
Again.

PETER
Maybe. I could have stopped it,
though.

LIZ
Since you're feeling guilty, why
not donate your pretzel to somebody
who needs it?

She gestures over her shoulder toward a derelict. A tacky,
blatantly sexual woman in her early 20s-- KIM-- wiggles past
the bum in question.

PETER
My my.

LIZ
Yeah. Really gets to you if you
let it.

Liz looks past Peter into the distance.

PETER
I suppose.

LIZ
You want to give them something,
but they'll just buy more Ripple.
And they smell so... bad.

PETER
What?

Peter looks at Liz, puzzled and amused. She waves toward the
Washington Square arch, where Flash gets out of his double
parked MG. His eyes follow Kim's rear, he pants lasciviously.

LIZ
God, Flash can be such a jerk.

PETER
But you like that in a man?

LIZ
You should write that one down.

PETER
"Flash," Liz. You're going out
with something that calls itself
"Flash."

LIZ
Some prep school thing.

PETER
Does it have a human name?

LIZ
Eugene. Admit it, Peter-- you'd do
anything for a nickname like
"Flash."

PETER
I'd never admit that.

LIZ
Hurry up, Flash!

She stops. She looks at Flash, then back at Peter.

LIZ
What are you doing this weekend?

PETER
I've gotta study.

LIZ
Oh. Maybe I should, too--

FLASH
Lizzy!

LIZ
I was sort of hoping to get out of--

FLASH
I'm parked illegally!

Liz purses her lips, then hurries to Flash, gets into his
car. As the MG speeds away, she turns in the passenger seat,
watching Peter recede into the distance.



EXT. BUGLE OFFICES -DAY

A 1940s office building, the kind with pitted linoleum and
smelly elevators. A faded plastic sign in a fourth floor
window reads "THE BUGLE, NEW YORK'S FAVORITE TABLOID."

JAMESON (VO)
No. No. Forget it.



INT. JAMESON'S OFFICE - DAY

A hand sorts through 8x10 b&w photos: a bag lady with a
shopping cart--

JAMESON
Too artsy.

Peter looks over Jameson's shoulder, collecting the rejects
in mounting frustration. Next is a wacky sign, such as
"HAPPIE FUNERAL HOME--"

JAMESON
Too dumb.

Peter makes a gesture as if to throttle Jameson. The next
photo shows a mohawked punk in a business suit with a
briefcase--

JAMESON
Too hip. Your photos suck, kid.

PETER
I think you're trying to tell me
something.

J.JONAH JAMESON is 50, greying, sour-faced, cigar-chewing.
Unlike the gruff-but-benign stereotype, publisher Jameson is
a bastard to the last. Framed photos of celebrities,
biological freaks and aliens line the walls. Papers and
rotting coffee cups clutter his ratty desk; sluggish activity
out in the main office. The feel is cynical exhaustion: the
Bugle is the dregs of the newspaper world

BETTY, Jameson's 30-ish assistant, enters with a layout on
boards. She looks Peter over. Peter doesn't notice, holding
up the bag lady photo.

PETER
Think of the cutline: "Bag lady
makes millions recycling cans!"

Betty grins; Jameson considers it, then shakes his head. He
signs the boards "JJJ."

JAMESON
Bring me some stuff that'll grab
the morons, something like, like--

Jameson holds up the front-page board, featuring a bus
teetering on abridge, with a huge headline, 'BUS PLUNGE KILLS
20." He grins proudly.

PETER
Come on, that's pure luck! The guy
was in the right place at the right
time--

JAMESON
You make your own luck, Parker! Get
into the middle of things, spend
every day pounding the pavement of
the city's mean streets--

BETTY
But you're a full-time student,
right?

PETER
My scholarship only covers books
and tuition, so I've got to
freelance to--

JAMESON
Save the chit-chat for the singles'
bar. Now out, both of you.

Betty sticks her tongue out at Jameson and opens the door for
Peter.



EXT. PETER'S APARTMENT BUILDING - EVENING

A seedy East Village walk-up. Peter collects his mail,
unlocks the outside door.



INT. PETER'S HALLWAY - EVENING

Panting, Peter climbs the last flight to his studio loft,
muttering at his bills. At the head of the stairs, he stops.
His door is ajar. He takes a deep breath, clutching the keys
between his fingers as a weapon.

PETER
There's nothing in there worth
stealing!

MAY
(from within)
That's the understatement of the
year.



INT. PETER'S APARTMENT - EVENING

A one-room, eaved apartment, a chaos of books and papers. A
photo enlarger and darkroom baths in kitchen pots; 8x10s
tacked to the walls; a spare camera and lenses. Self
consciously wacky kitsch: plastic dinosaurs, wind-up toys, a
stuffed carp.
An unmade bed and a 50s dinette set are the only furniture.
A grimy skylight leads to the roof. It's not a pretty place,
but it has personality.

A slim, sharp-featured woman in her 50s kneels by the stereo--
AUNT MAY. In stylish slacks and jacket, she radiates vigor
and poise. Peter enters, tosses his backpack and bills on
the formica table.

PETER
Aunt May, you're trespassing.

MAY
Your records are older than you
are. Have you never heard of new
wave?

Peter sprawls in a plastic chair. May shrugs and settles for
a Beatles album. Moving fast, she crosses toward him, leans
to kiss his forehead and stops, stares, points at a pimple
near his hairline.

PETER
When I moved out, you swore up and
down you wouldn't meddle--

MAY
Oh, Peter. A zit.

Annoyed, he brushes his hair over the offending spot. May
crosses lithely to the kitchenette, where a grocery bag sits
on the counter.

MAY
I wasn't meddling. I was just so
desperately bored I thought I'd
come over and make you dinner--

She tosses him a fresh apple from the bag, he bites a chunk
out of it.

PETER
I am old enough to--

MAY
--but I didn't feel like getting to
know your roaches.

PETER
I'll introduce you.

MAY
Ick. And those foul chemicals in
the pots--

PETER
I'm a photographer, remember?

MAY
Anyway, I've decided to kidnap you
for dinner in Forest Hills--

She grabs her coat, crosses to Peter and tugs on his
shoulder.

PETER
It's Friday night...

MAY
Yes. Do you have a date?

PETER
No.

She pulls his chair toward the door, he gets up,laughing.

PETER
The record--

MAY
(already in the hallway)
It'll shut itself off.



INT. EXPERIMENTAL CHAMBER - NIGHT

A waldo withdraws from the gram weight. The cyclotron WHIRS,
light beams down on the tiny metal cylinder from a crystal
focusing cone.



INT. CONTROL ROOM - NIGHT

Ock chain-smokes, half-watching the colored particle
patterns, scribbling notes. Quick readouts: "80% ENERGY
CAPACITY," "STANDARD PARTICLE ACCELERATION," etc. The mass
remains stable at 1.0000000. The clock reads 6:34.



EXT. SCIENCE CENTER - NIGHT

Thorkel and WORKER with a tool belt enter the red-brick
building.



INT. CONTROL ROOM - NIGHT

On the computer screen, a single streak glows red and arcs
upward with a musical TONE. A readout: "PLEASE AVOID SYSTEM
OVERLOAD. THANK YOU." Ock twists a rheostat to crank up the
power. More red streaks and TONES. The readout: "NEGATIVE
GRAVITATION ACHIEVED."

Elation fills Octavius. He stands up and takes a deep breath.
The digital mass counter fluctuates between 1.0000000 to
0.9999999.



INT. BASEMENT HALLWAY - NIGHT

Thorkel and the worker walk down the hall. ANIMAL NOISES
from behind a door.



INT. CONTROL ROOM - NIGHT

Ock stands, arms crossed. The read-outs are normal again: no
TONES, no mass fluctuation. Thorkel enters, shielding his
eyes. Octavius turns, lifts his goggles.

OCK
Ha. Anti-gravitational particles.

THORKEL
Power down. I need to talk to you.

OCK
Proof. Proof of a unified field.
Not just theory and equations--
experimental proof.

THORKEL
Let's talk in the hall.



INT. BASEMENT HALLWAY - NIGHT

The worker crouches, unscrewing a panel near the door.
Ignoring this, Octavius crosses to Thorkel, a few yards from
the door.

OCK
In this obsolete little cyclotron,
I'm solving the greatest physics
problem of the 20th Century. With
more power, I could--

THORKEL
I've had an extremely bad day,
Octavius. A sophomoric prank in
the library and punitive measures.

Behind them, the worker continues. Thorkel glances at him,
keeps stalling.

THORKEL (CONT.)
Then the alumni reports came in--
fund-raising is down this year.

OCK
I couldn't care less. What I've
done is--

The worker looks at Thorkel and nods, walks off. Thorkel
follows.

THORKEL
What you've done is make the entire
physics department look foolish.
You compare yourself to Einstein;
your colleagues compare you to Bozo
the Clown.

OCK
This is the unified field! All the
forces of the universe tied
together-- perfectly!

Thorkel pauses at the foot of the staircase, his voice echoes
down the hall.

THORKEL
You've used up your grant. The
electric bills alone exceed your
annual salary. Not to mention the
potential hazards of your
radioactive fuel.

OCK
I don't care.
(under his breath)
Cretin.

Ock crosses back to the cyclotron door, pulls out his card
key.

THORKEL
You're denied access to the
cyclotron.

The lock spits out Ock's card, a red light flashes once. He
stares at it in disbelief.

OCK
You changed the lock.

Thorkel heads up the stairs. Anger wells up in Ock.

THORKEL
That Nobel Prize will just have to
wait.

OCK
No!

He bangs his fist on the door, causing the unseen lab animals
to SCREAM.



INT. MAY'S LIVING ROOM - NIGHT

The sound of FANS SCREAMING on a TV baseball game. A
refrigerator SLAMS O.S.

Peter sits on the couch, feet propped on a coffee table. The
lower-middle-class home reflects May's personality: her own
odd landscapes on the walls, crude sculptures, macramé
hangings. There is too much furniture: an agglomeration of
once-trendy pieces dating from the 40s to the present.

BEN enters from the kitchen, a can of beer in each hand. Ben
is 60, happily overweight, a gentle, good-natured working
stiff with a mild Brooklyn accent. He wears trousers, sports
shirt and slippers.

BEN
Here you go, Pete.

PETER
Uh, Uncle Ben, I--

BEN
(solicitous)
What, want a glass?

PETER
No. No, that's okay.

Ben sits back in his comfy chair in the corner, with a
magazine rack, a row of pipes, and a print of dogs playing
poker. He pops open his beer.

BEN
So, uh... how's college goin'?

PETER
Same old stuff.
(beat)
How's the pharmacy?

BEN
Ah, ya know. Neighborhood's not
what it used to be. Kid no more'n
five swiped a candy bar the other
day.

PETER
You stop him?

BEN
Wasn't worth gettin' upset over a
Milky Way. Anyways, I was never
much for, ya know, discipline.

PETER
I know. Still thinking about
retiring?

BEN
Eh. If I ever get out from under.
Maybe take May to France or
somethin'.

An awkward pause; they both know it'll never happen. They
look at the TV.

BEN
Ya still follow the Mets, Pete?

PETER
No…not really.

BEN
S'funny. When your mom and dad,
uh, passed away, I had this idea.
I wanted you to be the best
baseball player in the world.

PETER
Remember Little League?

BEN
Yeah, Babe Ruth you wasn't.

They laugh. Another awkward pause. Peter pops open his beer,
sips it distastefully.

BEN
Ya set for, uh, ya know-- money?

PETER
Oh, sure.

BEN
Cause if you get in a bind--

PETER
No, no.

BEN
Yeah, ya like to do things on your
own
(beat)
I been thinkin' lately. Maybe I
wasn't the, ya know, greatest dad--

PETER
Oh, come on, Ben ,that's not--

BEN
-- no, I mean... we... your Aunt
May not wantin' kids and all... I
mean we both...

The front door opens. May enters with a pizza box, looks at
Ben's expression.

MAY
You're not getting maudlin again.

She crosses to the kitchen. Peter looks relieved.

BEN
When you won that scholarship, I
was proud of you.

PETER
I know.

BEN
I'm always here, Pete.

May re-enters, playing an imaginary violin. She flips off
the TV, crosses back to the kitchen. Peter and Ben follow,
Ben pats Peter's shoulder.



INT. MAY'S KITCHEN - NIGHT

Copper pots, strings of garlic. On the table sits a plastic
photo cube, full of shots of Peter: baby, cute kid, geeky
high schooler with glasses and braces. May gets paper
plates; Peter stares into the pizza box; Ben opens the fridge
for another beer.

PETER
What the hell is that?

MAY
Tofu. Ben, I wish you wouldn't.

Peter watches Ben as they all sit down to eat. Ben opens the
can.

BEN
I like beer. Helps take the edge
off around here.

Peter changes the subject, points to his geeky high school
photo.

PETER
Oh, not that. You promised you'd
burn it.

MAY
You were adorable.
(to Ben)
The least you could do is use a
glass.

Ben sighs and reaches for a piece of pizza.

MAY
Absolutely no class.

PETER
Funny thing happened after my
physics class today. Harry Osborn--

MAY
(to Ben)
Use a fork.

Ben puts down the pizza, looks at May.

BEN
Okay, I'm a slob. Ya sorry you
married so far beneath you?

MAY
What do you think?

Silence. May looks at Peter.

PETER
A match made in heaven.

MAY
(softening)
See? You big dullard.

Ben smiles; May smiles back. Peter isn't smiling. He's
refereed too often.



EXT. FDR DRIVE - NIGHT

Ock's aged Dodge Dart speeds toward downtown Manhattan.



INT. OCK'S CAR - NIGHT

In an alley near E.S.U. a parked car, littered with garbage,
school papers, crushed cigarette packs. On the cracked vinyl
seat lie the remains of several chopped-up credit cards, all
reading "OTTO OCTAVIUS." Ock's hands run a magnet over the
scotch-taped composite stripe on a ESU card-key.



EXT. SCIENCE CENTER - NIGHT

Two physics grad students-- gawky STEVE and Asian LUCY--
leave the building, laughing. Roz, smiling, locks the door on
the way out.

STEVE
-- from that paper you'd think he
had an IQ well below plant life--

LUCY
The theory isn't all that stupid.
Just sort of inelegant, and ugly,
and--

Ock climbs up the steps-- the laughter stops immediately.

STEVE
Hey, Doc Ock! Speak of the devil!

ROZ
(over him)
Otto, Otto! Do join us.
Chianti and pasta at Anna's.
Remember that night after your
orals when I--

OCK
No. No thank you. I have work.

ROZ
I heard about Thorkel's order--

OCK
I left a paper in my desk.

STEVE
You're not planning to publish it,
I hope?

With a look, Roz silences the grads' laughter. Ock pays them
no mind anyway, goes up the steps and enters the building.
Roz leads the students away, glancing back at Ock with
concern.



INT. BASEMENT HALLWAY - NIGHT

Ock crosses to the cyclotron door, inserts the jerry-rigged
card-key. The lock rejects it. He scratches at the stripe
with a house key, reinserts it-- rejected. Ock looks around
furtively, pushes and holds it in. This time, a green light
goes on and the door unlatches.



INT. EXPERIMENTAL CHAMBER-NIGHT

The cyclotron WHINES, the BEAM erupts from the focuser onto
the weight.

Crawling on the crystal cone we see the spider from our
opening image.



INT. CONTROL ROOM

Red patterns on the computer screen, with accompanying TONES.
The digital readout dips below 1.0, flashing slowly
descending numbers. A strange, distinctive THROB grows
louder. Readout: 'APPROACHING NEGATIVE MASS." Ock watches
the chamber intently, thrilled. "OVERLOAD-- SHUT DOWN NOW,
PLEASE." Instead, Ock increases power.



INT. EXPERIMENTAL CHAMBER

The spider drops on a web strand toward the weight, which
PULSATES weirdly.



INT. CONTROL ROOM

The mass indicator nears zero. A voltmeter swings into
overload, a warning ALARM sounds, readout: 'OVERLOAD--
DAMAGE MAY RESULT," then: 'SYSTEM ERROR -- SYSTEM ERROR--
SYSTEM ERROR." The warnings fill the screen.

On the monitor, the gram weight PULSES, the THROB gets
louder. The spider drops inches from it. Ock, annoyed,
seizes the waldo controls to swipe at the descending spider.



INT. EXPERIMENTAL CHAMBER

A waldo swipes at the spider. Sensing this, the spider
drops, alighting on the glowing gram weight.



INT. CONTROL ROOM

The mass readout jumps from 0.00000133 up to 1.77349012. On
the monitor, the weight spins off the scale. In rapid
succession:

-- All the dials and readouts go mad, the computer screen
IMPLODES.

-- Ock's eyes open wide, his face registers ecstasy.

-- The control room glass turns to fluid, sucked into the
chamber.

-- A yard-wide hole rips open in the cyclotron tube.

-- Ock is thrust against the controls, his shirt rips away.

-- The waldos flail madly, steel walls buckle like rubber.

-- Wires snap, shooting sparks, cyclotron pipes squirm and
bend like snakes.

-- The PULSING light slashes through everything



INT. BASEMENT HALLWAY

-- The light penetrates the walls from the cyclotron room

-- Doors bang open and closed, carts of chemicals spin. Lab
animals SCREAM.

-- Walls and objects warp together, surrealistic.



INT. EXPERIMENTAL CHAMBER

As suddenly as the EFFECTS began, they cease. DEAD SILENCE.

The spider, glowing slightly, scuttles across the floor.



INT. CONTROL ROOM

TIGHT ON OCK, lying on the floor in the eerie, dim light. He
opens his eyes.

The room around him looks melted: dials, monitors and
switches distorted as in a fun-house mirror; a chair fused
into a wall, the door twisted, rippled.

Ock looks down, fascinated.

The extended metallic waldo tentacles curl on the floor. We
follow the length of one of them to its new source. It joins
with Ock's torso.

All four waldos penetrate the flesh of Ock's bare chest and
belly. Octavius SHRIEKS.



INT. BASEMENT HALLWAY

Warped and weird. Ock's SCREAM echoes and dies.



EXT. SCIENCE CENTER - DAY

Undamaged on the outside, surrounded by NYPD patrol cars,
fire trucks, sedans marked "Nuclear Regulatory Commission,"
EPA vans and a single ambulance. Police search Ock's Dart as
a tow truck prepares to take it. Construction workers erect
plywood barriers around the building, over windows.

Police lines holdback a crowd of reporters, students and
gawkers. J.
Jonah James himself pushes to the front of the throng. Two
guards hustle out to a NEWS PHOTOGRAPHER. Jameson collars the
man.

JAMESON
Get anything good?

The photographer shakes his head. Jameson flings his cigar
to the sidewalk. Ashen, Thorkel exits the Science Center,
addresses the crowd.

THORKEL
Please, all of you go home!
There's nothing to report here!

JAMESON
That's a load a' crap!

A barrage of AD LIB questions: "We heard there was an
explosion!" "Was it terrorism?" "A nuclear accident?" "A
meltdown, was it a meltdown?"

THORKEL
No, no, no, please--

JAMESON
I bet it was genetic engineering!
You guys makin' mutants in there?

Peter, curious, makes his way toward Jameson.

THORKEL
There was a boiler explosion. Only
minor damage--

REPORTER
Why the ambulance? Who was hurt?

THORKEL
Just-- just a custodian-- we
haven't as yet reached the family--

JAMESON
Was he killed?

THORKEL
No. No, please. Nothing more I can
say at this time.

Thorkel re-enters the building. Police hold reporters back,
AD LIB QUESTIONS.

PETER
You taking extension classes, Mr.
Jameson?

JAMESON
Parker-- you go here, right? Got
your camera?

PETER
Yeah--

JAMESON
Get inside and get pictures. Fifty
bucks.

PETER
Can we make it a hundred?

JAMESON
Seventy. But I want blood and
gore. You know, sexy stuff.

Peter nods, pulls his Nikon from his pack and hands the pack
to Jameson.



EXT. SCIENCE CENTER ALLEY - DAY

Peter tears his pants on the top of a cyclone fence, falls in
a graceless heap. Cursing, he checks the camera for damage,
gets to his feet with pain. An unmarked white van blocks the
far end of the alley.

Afire door opens to the science center. Peter ducks behind a
dumpster. Two men in radiation suits carry out a small
stretcher, atop it a vision from a nightmare: a whimpering
dog fused with a wire cage. While the men load it into the
van, Peter limps through the fire door and inside.



INT. BASEMENT HALLWAY - DAY

Architectural angles skewed, walls and doors "melted" and re
solidified as a result of the experiment. VOICES of various
OFFICIALS filter down the hall. Peter stays out of sight,
snapping pictures.

NYPD CAPTAIN
-- could be called burglary, but
the Department relinquishes
jurisdiction--

NRC MAN
-- practical applications for
defense--

FIRE CHIEF
-- Jesus, those animals--

Roz accompanies two paramedics wheeling a sheet-covered body
on a gurney up the hall. Peter sees that it's Ock, snaps a
photo, then ducks into the men's room.



INT. MEN'S ROOM - DAY

Like a Dali: urinals compressed and stretched, porcelain
sinks twisted, stalls fused with the sloped floor and gnarled
plumbing. Peter enters, sweeping away the strands of a
spider's web. Through the door, he hears the gurney roll by.

PARAMEDIC #1
-- never seen nothin' so weird.

PARAMEDIC #2
Oh, I have. In '69. We was up in
Boston, trippin' our brains out--

ROZ
Please.

Their voices recede. A SQUEAK at Peter's feet startles him--
he looks down to see--

A white lab rat, melded to its exercise wheel, struggling
pathetically across the tile floor. Peter reacts, focuses
his camera on it.

Above Peter's head, the still-glowing spider drops from its
twisted web on a strand. It lands unnoticed on his hand--
and bites.

Peter slaps his hand, but the spider drops onto the floor,
ceases to glow. Its limbs contract in death.

Peter drops his camera as a wave of nausea hits him. He
braces against a sink, sees his image in a twisted mirror--
drenched in sweat, his face flushed red. A GUARD pushes the
door open behind him.

GUARD
Hey! What the hell you doin' in
here?

PETER
I was thinking about throwing up--

The guard grabs the dazed Peter and hustles him out.



EXT. SCIENCE CENTER - DAY

The guard pushes Peter out the door. SOUNDS of the crowd and
city are a muddled roar to Peter. And he's not limping
anymore.

PETER
My ankle doesn't hurt--

GUARD
Good for you. Stay outta here.

The guard shoves him past the police line, where Jameson
approaches him.

JAMESON
Okay, kid, what you got?

Peter, dizzy, tries to rewind his film. In BG, medics load
Ock into the ambulance.

PETER
Can't focus...

JAMESON
Gimme that. Pick it up later.

He snatches the camera, stuffs it in Peter's backpack, heads
off. Peter lifts his glasses to rub his eyes.

PETER'S POV: The world comes into sharp, precise focus.

Peter shakes himself, looks through the glasses again, then
puts them in his pocket. He heads unsteadily down the
street, away from the dwindling crowd.



EXT. GREENWICH VILLAGE STREET - DAY

Still woozy, Peter starts across the street. The ambulance
barrels toward him--

The SIREN suddenly WAILS above the urban din--

Peter turns to see the bumper only feet away--

Instinctively he jumps UP, OUT OF FRAME--

The ambulance speeds on its way.



EXT. BRICK BUILDING - DAY

CLOSE, on Peter's face, pressed against the bricks, eyes
closed, breathing hard. He opens his eyes, regaining his
senses. Puzzlement… then fear. He looks down.

The sidewalk is fifteen feet below him.

He's clinging flat against the wall, palms at his sides
against the bricks. Peter whimpers. A tremor in his hand, he
reaches to pull himself upward.

He tries for a toehold. Brick crumbles beneath his feet, he
swings wildly, but his fingertips hold him against the
building's face.

He looks at his fingers, his hand-- the spider bite glows
faintly under his skin.

Tentatively at first, he inches upward. With growing
confidence, he crawls up the wall to the roof of the ten
story structure.



EXT. ROOFTOP - DAY

Unlike the claustrophobic streets below, sky and space
abound. At the ledge, Peter clutches an iron vent pipe to
pull himself up. It crunches in his grip. He clambers to
the flat roof and regards the pipe, the dizzying height. He
looks around him, wondering if he's lost his mind. He sits
down near the ledge.

PETER
This is very strange.

He rubs the back of his hand-- the glow of the spider-bite
vanishes.

Getting slowly to his feet, he stretches, flexes his muscles.
His body feels somehow different. He shrugs, then jumps
straight up-- about fifteen feet, as if from a trampoline.
He lands agilely.

Confusion turns to elation.

He leaps to the roof access door, clings to it and crawls to
the top of the small shack. New York stretches in every
direction. The sun peeks out from behind the clouds.

Peter LAUGHS in pure exhilaration. He leaps from the access
door, and runs at full speed across the roof, enjoying his
body. At the ledge, he leaps into space--



EXT. NEW YORK ROOFTOPS - DAY

--and lands atop the sloped roof of the next building. Peter
keeps jumping with the same heady freedom.

Another leap, this time pirouetting in mid-air over a 50
story drop.

The next jump, he lands upside-down on the side of a
building, clinging and kicking his feet in the air. More
LAUGHTER.

A pre-teen PIGEON KEEPER turns from his cooing birds. Peter
dashes by him and leaps from the building. Stunned, the kid
walks out of the coop, leaving the door open. The birds fly
out in a flurry.

Peter slides down a high telephone cable across an alley
between buildings.



EXT. CONSTRUCTION SITE - DAY

Atop an unfinished building sit stacks of iron girders and
2x4s. Peter tests his strength, imitating Bruce Lee,
attacking the boards and splintering them easily.

He leaps and grabs the hook of a construction crane, swings
on it like Tarzan.



EXT. MANHATTAN STREET - DAY

A mother wheels a two-year-old girl in an open pram past the
construction site. The kid sucks a bottle, looks up. The
little girl's eyes follow--

Peter swinging on the hook. He drops and scampers down the
building's skeleton.

The little girl takes out her bottle and giggles.



EXT. PHONE BOOTH - DAY

Peter drops a quarter into the slot of the outdoor phone bay.
His finger finds "POISON CONTROL" on a stick-on list of
emergency phone numbers.

NURSE VOICE
(filter)
Poison emergency.

PETER
Hi. I've got sort of a
hypothetical question. Do you
suppose the bite of a radioactive
spider would transmit that spider's
proportional strength and agility?

NURSE VOICE
(a long beat)
Is this some sort of Zen thing?

PETER
I mean, I suddenly have immense
physical power, and the ability to
crawl up walls--

NURSE VOICE
Do ya? Lemme give you the number
for Bellevue. That's 561-5151--

PETER
Yeah, a psychiatric hospital.
Listen, I'm serious--

NURSE
I'm sure. They handle problems
like yours all the time.

PETER
Have a nice day.

He hangs up and crawls up the wall.



INT. OPERATING ROOM - DAY

DR. CRAWFORD and ASSISTANTS, gowned and masked, look BELOW
FRAME at the patient-- Ock. They attempt to remain clinical,
but we see their horror.

DR. CRAWFORD
Again, hydraulics and electronics
melded with dorsal tissue, ganglia,
organs--
(sighs)
Jesus God... this is nuts.

NURSE
Can't those things be removed
somehow?

DR. CRAWFORD
Not without killing him.

Into a tray, forceps drop a short length of cable intertwined
with nerve ganglia.

DR. CRAWFORD
Six hours to get that much.

DOCTOR #2
What was he mucking around with?



INT. EXPERIMENTAL CHAMBER - DAY

Work lights illuminate the warped room: cascades of melted
glass, a hole in the cyclotron tube, a tangle of wires and
metal at the transformer. An NRC MAN with lead gloves and
boots explores the room. Roz watches from the control room,
going over Ock's notes.

ROZ
Octavius' notes are pretty
impenetrable.

NRC MAN
Whatever he was up to, it was new.
Look.

He pushes a gloved finger into the metallic wall-- it's soft
and rubbery. Thorkel enters the control room, paces and
fiddles around. They ignore him.

NRC MAN
This was steel…

THORKEL
Unbelievable. How do I explain
this to the trustees?

ROZ
Temperature?

NRC MAN
Cool.

THORKEL
Damn him. Look at this, expensive
property, ruined--

He throws a switch-- nothing happens.

ROZ
Thorkel, stop that. Radiation
levels?

NRC MAN
Normal.

THORKEL
Do you know how much this will cost
to repair?!

He angrily throws another switch-- the damaged cyclotron
SQUEALS and THROBS once, Roz pushes the stunned Thorkel away
and shuts the cyclotron off.

The NRC Man ducks as a PULSE of energy shoots from the
focusing cone to the transformer and rushes visibly along the
cables.



EXT. RAILROAD TRACKS - DAY

El between stations, ELECTRICAL HUM of overhead wires. The
RUMBLE of an approaching Long Island train. The PULSE
ripples through the powerlines.



INT. COMMUTER TRAIN -DAY

A light Saturday crowd, including the grad student Steve,
absorbed in an Epic magazine. As usual, the stiff
suburbanites ignore one another.



EXT. RAILROAD TRACKS - DAY

Overhead lines PULSE and THROB as in the experiment. A
mirage-like SHIMMER hangs in the air.

The commuter car whizzes forward into the shimmer and
DISAPPEARS.



INT. COMMUTER TRAIN

Through the dirty windows, the weird PULSE and THROB. The
passengers ignore it. A few work their way to the doors for
the next stop.

A WHOOSH and a THUD as the train stops abruptly, the PULSE
dissolving into DAYLIGHT. The doors HISS open: the
passengers look out timidly.

They see a snowy plain. A fur-clad Mongolian peasant with a
yak stares back at them.



EXT. MONGOLIAN WASTELAND - DAY

REVEAL the El train laying incongruously amidst the desolate
landscape.



EXT. TIMES SQUARE - DAY

The marquees, traffic and lights. The rolling news sign
reads: "Long Island Train Disappears." Perched atop the
sign high above it all, Peter scans the scene, arms folded.
Looking down, he sees a cheesy theater sign: 'BATTLE A
MONSTER! $1000 FOR 1 MINUTE WITH HULK HOGAN." Contestants
line up outside.



EXT. THEATER ENTRANCE - DAY

Beneath the marquee, a dozen large men stand in line. CROWD
NOISE from within. Peter takes a place behind a RAMBO type in
bandanna and fatigues and a GOON wearing a narrow burglar
mask, striped shirt and cap.

RAMBO
What for da mask?

GOON
Don't wanna look stupid.

PETER
Yeah. You might lose your
scholarship.

GOON
Zat a joke?

Peter slowly shakes his head. He glances across the street
and spies "LIEBER'S NOVELTIES: Toys, Jokes, Costumes."



INT. WRESTLING ARENA - DAY

THUMP. Rambo flies down on the mat, HOGAN pins him. The
crowd CHEERS.

Near the ring, a new-wave AMAZON official cocks her head at
Peter, who wears a rubber fly mask with huge compound eyes
and antennae.

AMAZON
Ya look kinda scrawny for this.

Peter flexes his muscles, none too impressively. She hands
him a release form.

AMAZON
Says you won't sue us if ya get
killed.

Peter signs the release. She reads it and shrugs.

AMAZON
Okay, Mr. Thorkel. I trust ya. Ya
got an honest face.

Peter bows. Rambo crawls out of the ring. Peter bounds over
the ropes onto the mat. Hogan looks at the fly-masked
contestant, then leads the crowd in derision.

The large, digital one-minute clock BUZZES.

Peter gestures "come hither" with both hands. Hogan grins
evilly and ROARS, lunging across the mat, dwarfing the skinny
kid. Peter dodges the blond giant, leaping and spinning
aside acrobatically. The CROWD BOOS, demanding action.

At ringside near the Amazon, MAX REISS watches with interest.
Reiss is a world-weary, balding agent, none too successful,
judging from his unpressed suit.

Hogan laughs and goes for Peter again. This time, he tosses
the wrestler-- hard. He lifts Hogan up over his head and
slams him to the mat. Carrying the flailing giant under his
arm, Peter scales a ring post. The clock ticks off the last
few seconds. He dangles Hogan by his boot toe, like a prize
trout.

PETER
Now tell me you love me.

HOGAN
Lemme down, bugface!

PETER
That's not even close.

Peter drops Hogan face-first on the mat as the BUZZER SOUNDS.
The unruly crowd BOOS and HISSES. AD LIB SCREAMS: "Rip
off!" "Bullshit!" "It was fixed"

Hogan rolls over on the mat in pain, his nose bleeding.
Peter leaps down, genuinely concerned. He puts his hand on
Hogan's shoulder.

PETER
Are you okay?

HOGAN
(cowering)
Get away from me, freak!



EXT. ALLEY - DAY

Still masked, Peter exits the back door, counting ten hundred
dollar bills. The door opens again and Reiss rushes out,
fumbling for a business card.

REISS
Kid, you were terrific. Max Reiss,
novelty acts. Was that judo or
something? Ah, skip it. Question
is, can you do it again?

PETER
Oh-- I don't know-- thanks, Mr.
Reiss, but--

Peter reads the business card while Reiss sizes him up.

REISS
I dunno about the mask. Might want
to get something sexier. People
don't like bugs.

The door SLAMS open, Hogan strides out, bruised and furious.
He walks over to Peter. Reiss backs off. Hogan lumbers over
to Peter. Two ominous beats.

HOGAN
How are you doing, kid?

PETER
Oh, look, Mr. Hogan, I'm really
sorry about what happened in there.
Really--

HOGAN
You can be great, kid, just stick
with it. But let me give you one
little piece of advice... be a good
guy.

PETER
Right.

Hogan gives Peter a big smile and heads back into the
building. Peter heads off, and Reiss calls after him:

REISS
My number's on the card! Call me!



INT. LEIBER'S NOVELTY SHOP - DAY

Toys, games, costumes everywhere. LEIBER, a sharp-eyed man
with a suspicious twinkle, watches Peter-- still in the bug
mask -- finish a sketch: a body suit with a web design and a
spider on the chest.

LEIBER
No refund on the mask, y'know.
Health laws.

PETER
Uh-huh. Look, this should be
skintight. Bright colors. Red,
maybe a deep midnight blue.

LEIBER
What's this? A cockaroach?

PETER
A spider. Eight legs.

Leiber looks at the fly-headed Peter, who has spotted a loud,
trendy jacket-- like a red leopard skin-- on a nearby sale
rack. He holds it up to himself.

LEIBER
Eh. Week from tomorrow.

PETER
How about tomorrow?

LEIBER
You're making my life difficult.

PETER
Two suits by tomorrow for $400?

LEIBER
An even five I throw in the jacket.

PETER
Deal. But don't tell anyone. I
want to keep a low profile.

Leiber nods seriously. The bug-headed Peter exits, jacket in
a bag under his arm.

LEIBER
Meshuggena.



INT. OCK'S HOSPITAL ROOM- DUSK

Dr. Crawford and a BRAIN MAN stand at Ock's bedside. A snide
ORDERLY lets the sheet down on Ock's body. A sponge and pan
on a tray; wires, IVs, EEG monitors.

BRAIN MAN
Still comatose. Alpha, beta, gamma
brain waves low, but look--

He points to an oscilloscope, tracing a lively wave.

BRAIN MAN (CONT.)
Normally there's no activity at
this wavelength. It's like there's
a party going on in there.

DR. CRAWFORD
A malfunction?

BRAIN MAN
Well... not in the equipment.

ORDERLY
He's all washed, Doc. Want me to
polish his chrome, too?

The doctors' icy stares cut the orderly's guffaw. They all
leave, Crawford flips off the light. Ock remains immobile.

In the dim evening light, a metal arm rustles beneath the
sheet.



EXT. E.S.U. DORM - NIGHT

Peter, WHISTLING, takes steps two at a time into the Georgian
building, which faces Washington Square Park (He won't wear
glasses from now on.).



INT. E.S.U. DORM - NIGHT

Peter, looking crushed, talks with Liz's roommate ADELE, an
overweight black girl. She leans against the open door, a cat
under her arm. The room beyond features two beds, two desks,
many plants. A big poster of Che Guevara on one side; a
Botticelli and a shelf of well-loved dolls on the other.

ADELE
I'm reading Marx to her dolls while
she's away.

PETER
New Hampshire.

ADELE
Yeah. Flash's family has a ski
cabin. Come the revolution,
there'll be no more ski cabins.

Peter's disappointment is gut-wrenching. He turns, and Adele
scolds herself for telling the truth.



EXT. E.S.U. DORM - NIGHT

Peter slouches down the steps. He kicks a garbage can. It
flies and CRASHES in the street.



INT. PETER'S APARTMENT - NIGHT

A soppy Tony Bennett SONG plays as Peter fidgets on the bed,
staring at an open astronomy text. He gets up, grabs an
apple, then dials a memorized number.

PETER
Hi, Ben, is-- thanks... Hi, Aunt
May... Wait, you'll appreciate this
- the most bizarre thing-- Just an
apple... I know, but let me--Yeah,
fascinating... No, let me talk... I
can make the rent now...
(firmly)
Damn it, Aunt May! Listen for
once!
(apologetic)
You know that's not what I mean...
No, you're not a cow... Right, I'm
sorry... I'm sorry! Fine... I'll
speak to you tomorrow.

He hangs up in frustration, looks at the phone.

PETER
By the way, I got super-powers
today.

He throws the half-eaten apple toward the garbage can. It
misses.



INT. OCK'S HOSPITAL ROOM - DAY

Morning light spills through the window. Rosomoff sits at
Ock's beside; Ock now sits up, wide-eyes, abnormally alert,
an unlit cigarette in his mouth. The waldos are immobile
beneath the sheets.

OCK
Truth. I lifted the veil. Total
inter-penetration of physical
forces-- dimensions unknown since
the birth of the cosmos!

Roz lights Ock's cigarette, eyes him dubiously. Ock doesn't
bother to smoke it.

ROZ
A bit melodramatic… but if you
could prove it… that would tie in
your unified field theory, the Big
Bang, Kaluza-Klein--

OCK
Ach, theories! This was first
hand, experiential knowledge, the
essence of the universe.

Roz begins to sense the man's madness.

ROZ
Mm. But at what cost, Otto. You
barely survived a coma. And look
at yourself--

Roz glances at Ock's sheeted torso.

OCK
My… self. I don't matter. This
human life, all life-
insignificant. Bodies-- bags of
sleepy, sluggish flesh.

ROZ
(carefully)
All right, we may be insignificant,
imperfect creatures-- but we're all
we've got.

OCK
You're wrong. Just for a moment, I
heard, saw, felt-- I became
Creation.

Ock takes the cig from his mouth, stares at the smoldering
end.

ROZ
Creation? Or its opposite?

OCK
Truth. Pure, eternal. Beyond the
boundaries of mere mortality.

Roz regards Ock sadly, takes the cigarette and extinguishes
it.

ROZ
Otto, we are mere mortals. You must
never forget your own limits--

OCK
I'll repeat the experiment. I will
hold the truth. That's the only
thing that matters.

ROZ
No. It isn't.

He moves in closer, trying to see past Ock's madness. He
speaks quietly but firmly.

ROZ
Life and death matter. Yours--
everyone's. By comparison, our
search for truth is only a product
of curiosity, a game--

OCK
Oh, Roz. My mind is so far beyond
yours now.
(pleased)
I could beat you at chess now.

Roz realizes Ock is beyond communication, off the deep end. A
KNOCK and Thorkel enters, smiling.

THORKEL
Gentlemen. Professor, if you
could…

Rosomoff sighs and rises.

ROZ
I was just leaving. Please, Otto.
Be careful.

Roz exits. Thorkel stands at the foot of the bed, leans on
the bedpost.

THORKEL
It's good to see you awake. Feeling
all right?

Ock ignores him. Thorkel gives him a lemony smile.

THORKEL
Then you'll be glad to know the
University has decided not to press
criminal charges against you.
Breaking and entering… the minor
matter of the total destruction of
a 23 million dollar cyclotron…

OCK
I will finish what I've begun…

THORKEL
Doubtless. And you'll have all the
time in the world to pursue your
work. Somewhere else.

Ock's eyes narrow. Thorkel smiles.

THORKEL
To put it bluntly, Octavius, you're
history. Fired, canned, out on
your ass. The University will take
care of your medical bills, but I
consider that a small price to pay
for the pleasure of getting rid--

Without warning, a steel waldo shoots out from beneath the
sheet and clutches Thorkel by the throat. His smirk turns
into a grimace as the arm lifts him off the floor, pushing
the man up near the ceiling.

Amazed, Ock looks along the waldo from his chest to the
choking Thorkel.
Ock touches the metal arm curiously as the man gasps for
breath. Thorkel's feet kick wildly, then go limp. Ock drops
the body.

Ock gets out of bed, stands over Thorkel's body. An arm
telescopes outward, the claw opens and shuts experimentally.
Ock nods in growing pleasure. Another arm draws the
curtains. A third arm shoots out and clicks the door locked.
The fourth arm delicately clicks off the electronic monitors.
Ock clenches and relaxes his human hands, the mechanical arms
writhe like cobras. He smiles.



INT. SURGEON'S DRESSING ROOM - DAY

A locker room. A fat doctor hangs up his overcoat, takes a
lab smock. Hanging in the locker is a green and yellow
jogging suit. As he puts the smock on, a waldo snakes around
a corner, into the locker. It takes the overcoat and jogging
suit.



INT. MEDICAL INCINERATOR -DAY

Flames through the open grate cast weird shadows on Ock
(dressed in the overcoat and jogging suit with holes torn for
the waldos). He grabs the grate handle, burns himself, backs
over Thorkel's glasses with a CRUNCH. He tosses them into
the fire. A waldo closes the grate.



INT. PETER'S APARTMENT - DAY

In his bathrobe at the kitchen table, Peter squeezes the
contents of a tube of super-glue into a beaker, then heats
the viscous goop over a Bunsen burner, stirring it. A
microscope, several empty glue tubes, jars of thinner, and
vials of powder lie about.

Mid-day. Peter tears open a bag from a sporting goods store,
dumps out several reels of high-strength fishing line and
boxes of miniature gas cartridges.

Afternoon. Fast-food wrappers, chemical supplies and lengths
of thin rubber tubing. Peter uses adhesive tape to secure
his "web-shooter": a pouch of glue under his arm; a tube
down his forearm ending with a short metal nozzle at the heel
of his hand; a watchband-thin reel of line around his wrist
with a tiny gas cartridge; a pressure-sensitive button in his
palm.

Peter extends his arm toward the far wall, bends his wrist,
presses the trigger with his middle finger.
A hideous wad of goo oozes all over his hand and explodes
through the tubing. He's grossed out.

Over the Bunsen burner again, Peter mixes more glue, thinner
this time.

Wads of failed line and glue stick to the walls like
linguini. Peter tries again. He aims at the ceiling. A long
stream of glue-impregnated line spits out and attaches to the
ceiling with a SPLAT. Peter tugs at it-- it holds. He
climbs up it, hand overhand, and hangs from the ceiling. He
beams with success.



EXT. SCIENCE CENTER -DAY

The front door. A waldo reaches INTO FRAME, snaps the lock
and chain with a metal claw.



INT. CONTROL ROOM - DAY

Ock[in the jogging suit from now on] surveys the damage,
flips on the cyclotron. A single blue PULSE and THROB. The
waldos block a shower of sparks.



INT. ESU DORM -DAY

Reading Cosmo beneath a Che poster, Adele looks up. The TV
has turned itself on, wildly flipping from channel to
channel. From OS comes the BUZZ of Liz's blow-dryer, and a
blast of air.

The dryer levitates, whirling around, then pulls its cord
from the socket and plummets to the bed. Freaked out, Adele
hurried to the door.

SCREAMS from the dorm rooms, students hurry into the hall and
down the steps. Light bulbs shatter, vacuum cleaners race
around, the hands of a wall clock spin crazily.



EXT. WASHINGTON SQUARE PARK - DAY

Playing chess with an aged PARTNER, Roz sees students rush
out of their dorm, some panicked, others amused. AD LIB
exclamations: "My toaster-over attacked me!" "What is going
on?" "Goddamned Con-Ed!"

A kid's ghetto blaster rises from his shoulder and spins in
mid-air, then EXPLODES.

Manhole covers shiver, then spin out of the pavement like
flying saucers and hover in mid-air, then drop to the earth
with a CLANG in unison.

Roz watches it all with scientific interest.

PARTNER
Your move.



INT. CONTROL ROOM - DAY

An electrical mess: sparks, ozone. Ock backs away from the
sizzling control panel, a waldo throws a switch to shut the
cyclotron down. Disgusted, he storms out.



INT. PETER'S APARTMENT -DAY

Atop Peter's mattress sits an open box marked "LIEBER'S
NOVELTIES" with one Spider-Man costume inside. Wearing the
other costume but no mask, Peter stands before a full-length
mirror. He tugs at the tight suit, feeling pretty silly.
Peter pulls the mask over his face. He puffs out his chest.

PETER/SPIDER-MAN
In this corner-- The Human Spider!
(shakes his head)
Unh-uh. Arachnid-- Arachnia-- no.
(unsurely)
Spider-Man?

IN THE MIRROR-- the reflected image of SPIDER-MAN nods.



EXT. PETER'S ROOF - DUSK

City lights in the distance. Peter's range-finder camera
sits on a tripod by the open skylight. The self-timer HUMS,
the camera CLICKS and FLASHES, catching Spider-Man in action:
swinging on web strands, clinging to walls, leaping through
the air.

Spider-Man jumps back and fiddles with the camera, then a
KNOCK from below.



INT. PETER'S APARTMENT -NIGHT

LOUD THUMPS at the door. Spider-Man drops through the
skylight, moves to answer, then hesitates, He pulls off his
gloves and mask. More THUMPS, rhythmic.

PETER
Cool your jets!



EXT. HALLWAY - NIGHT

Harry sits in Peter's doorway, thumping his head backward
against the door. As Peter, in sweater and jeans, opens the
door, the drunk kid sprawls on his back. Harry stares
foggily at the red-webbed boots beside his face.

HARRY
Ooooh. Your feet are on fire.

PETER
Harry…

HARRY
"Harry Osborne diminishes the
stature of the University."

PETER
Let me guess. The hunting dogs.
You lost your scholarship.

Peter lifts Harry upright, sits cross-legged beside him.

HARRY
"Scholarship students must maintain
dignity at all times."

PETER
I know. I've got one too.

HARRY
Screw scholarships! Universities
are death! They make slaves of us
all with their fetid ideas! Burn
'em down, I say!

Peter lifts Harry up, leaning him against the doorjamb.

PETER
Great idea. Let me get some shoes.
I'll take you home.

HARRY
Why home? The real world beckons,
man! The possibilities are
endless.
(beat)
Want to go up to the World Trade
Center and laugh at New Jersey?

Peter, wearing shoes and a jacket, locks his door. He leads
Harry to the stairwell.

HARRY
You're so responsible it's
disgusting. But you're my only
friend... do you hate me?

PETER
Don't be pitiful.

HARRY
I am not pitiful! I am the bridge
to the Übermensch!

Harry goes pale, grabs his stomach. Peter holds him by the
staircase.

PETER
Don't vomit on my shoes,
Zarathustra.



EXT. ELECTRODYNE FACTORY - DAY

A SALESMAN with a clipboard leads the overcoated Ock through
a cavernous storage hanger-- sections of aluminum pipe,
spools of wire, etc. WORKERS and forklifts unload and stack
crates.

SALESMAN
(mumbling)
Let's see, that's 3,000 feet of 50
gauge copper armature wire... a
transformer... accelerator rails...
a few odds and ends...

Ock points to a pipe section.

OCK
And that.

SALESMAN
What's the idea? A do-it-yourself
atom smasher?
(smiles)
Couple a high school whiz kids came
in here once, plannin' to build
their own neutron bomb. Blueprints,
the whole nine yards. Wanted to be
the first ones on their block to be
the last ones on their block--

He laughs. Ock stares at him. He goes back to his
clipboard, clears his throat.

SALESMAN
Okey-dokey. Then that's... uh, oh,
figure about 170,000 dollars, plus
tax.

Ock frowns at the man.

SALESMAN
Well, you do have to pay for it.

The bulge under Ock's coat moves ominously. His face
darkens. He's about to kill the salesman-- then notices there
are too many witnesses about.

SALESMAN
Are you okay?

OCK
Money.

He turns on his heel and strides away.



INT. BUGLE NEWS ROOM - DAY

A sluggish Monday morning. Peter enters briskly with his new
jacket slung over his shoulder, an 8x10 envelope in his hand.
He pauses outside Jameson's door, near Betty's desk. There's
an air of cockiness to Peter-- and Betty senses it.

PETER
Is His Eminence receiving?

BETTY
Uh-huh. And may God go with you,
my son.



INT. JAMESON'S OFFICE - DAY

Jameson, cigar in his teeth, smiles at the bizarre photos:
the rat melded with its cage, the distorted hallway. Peter
examines his Nikon.

JAMESON
I bet you don't think I appreciate
you, Parker. I do.

PETER
Well, thanks. You wouldn't believe
what I went through to get those.
Right after you took my camera,
this ambulan--

JAMESON
I like enthusiasm. That's why I
use a lot of smart-ass kids. Not
just 'cause they work cheap.

PETER
Mr. Jameson--

JAMESON
I got a question, college boy.
(suddenly livid)
What the hell am I supposed to do
with these!? I ask for disaster,
pathos, what do I get? Salvador
Dali! When I want artsy-fartsy
double-exposures, I'll ask for--

PETER
Double-exposures? But they're not--
I was in--

JAMESON
I don't give a gerbil's ass how you
got 'em! I can't print this
surreal garbage!

PETER
You print pictures of Bigfoot!

JAMESON
Bunch of kids at your goddamned
college say their appliances
attacked them. Did you get
pictures?

PETER
Mr. Jameson--

JAMESON
No! Washington Square, manhole
covers turn into flying saucers and
radios explode like A-bombs. Did
you get pictures?

PETER
Can I get a word in edgewise?

JAMESON
No! Now get outta my face, kid.

Jameson thrusts the photos back at Peter, who pulls the photo
from the manila envelope: Spider-Man clinging upside-down on
a wall.

PETER
I suppose this wouldn't interest
you...

Jameson turns the photo around, trying to figure it out. He
looks up at Peter, holds his gaze--and tears the photo in
half. Both halves flutter into the wastebasket.



INT. BUGLE NEWS ROOM - DAY

Peter, with his pack, quietly closes the door of Jameson's
office. Betty rises.

BETTY
How about a cup of coffee?

PETER
Yeah. Cream and hemlock.

Peter sits on the edge of her desk as she walks off. A
thought hits him. He pulls Reiss' business card from his
wallet and dials the number.

PETER
Hello, uh, Mr. Reiss? I'm-- I'm
the guy who wrestled Hulk Hogan the
other day. The guy in the mask?

REISS
(filter)
I was hoping you'd call, babe.
Look, you got representation?

PETER
No…

REISS
(filter)
Good. We'll make it oral for now.
Meet me at Rockefeller Center at
six tonight.

PETER
Why? It is a wrestling match, or…

REISS
(filter)
Letterman show, NBC. We'll talk
then. Bye.

Betty returns with his coffee. Peter slowly returns the
receiver to its cradle.

BETTY
Good news?

Peter ignores the coffee, pulling on his new jacket, his mind
reeling.

PETER
Hey, Ma, I'm gonna be a stah...

He bangs on Jameson's window and throws him a raspberry.



EXT. SCIENCE CENTER - DAY

Boarded up and locked. Students gather around a list of
relocated courses. Peter finds "PSYCHICS 101-- CANCELED
UNTIL FURTHER NOTICE."



EXT. BASKETBALL COURT - DAY

A fenced court near campus. A vigorous game of two-on-two,
flash and three preppy pals: NORBERT, CHIP and WINTHROP.
Flash dribbles angrily down court, shoots, misses. He's
pissed.

CHIP
Frustrated, Thompson?

WINTHROP
Miss Lizzy done had a headache. All
weekend long.

FLASH
Shut up!

New jacket on, Peter approaches. He scales the wire fence
gracefully and hops onto the court, sets down his pack. They
ignore him.

PETER
Mind if I shoot a few?

CHIP
Peter, you don't play basketball.

NORBERT
We've got even teams--

FLASH
No, Norb. Let's give Dr. J. here a
shot.

He flings the ball toward Peter, hard.

FLASH
Come on, guy.

Peter bounces the ball experimentally, then dribbles toward
the basket.

Flash nods to Winthrop, who elbows Peter and knocks the ball
away. Flash gets it. Peter blocks Flash legally, but Flash
jumps up, makes a basket and purposely kicks Peter in the
belly. Flash grins at Peter, who doubles over to catch his
wind.

Norb recovers the ball, passes to Chip, who passes to Peter.
Winthrop covers him, giving him a rough time, smiling. Peter
smiles right back, shoulders Winthrop, sending him flying
backward into Norb; they both fall backward. Peter dashes
for the hoop. Flash hooks Peter's ankle to trip him, but
Peter jumps up, flipping Flash to the concrete.

He leaps up for a lay-up, clinging with his fingertips to the
backboard for a second, and slam-dunks the basketball. He
drops to earth with a spring.

PETER
Thanks, guy.

He grabs his pack, leaving by the gate. The four preppies
stare at him.



INT. STUDENT UNION - DAY

A super-modern cafeteria with video games, bulletin boards,
an atrium. Alone, Peter sips his coffee, reading the Times,
the remains of a salad before him. Liz and Adele join him
with their lunch trays.

LIZ
Eat alone, gotta read. Social
defense tactic 17
(beat)
Peter, that jacket is foul. Lose
your glasses?

PETER
Hi, Adele.

Adele looks at him, then at Liz.

LIZ
Brrr. It's colder than New
Hampshire in here.

PETER
I'm sure you kept warm.

ADELE
(falsetto)
Sexual tension...

LIZ
Oh, beware of jealousy, my lord,
the green-eyed monster...

PETER
Don't misquote Othello at me.
Besides, you'd have to care about
somebody to strangle them.

LIZ
What's your problem?

PETER
I've got no problems.

ADELE
(looks at her watch)
Time to get my bowling ball re
drilled.

LIZ
Peter Parker, you have no idea what
I did this weekend. Or didn't do.
It's no business of yours either
way.

Peter zips up his pack, rises.

LIZ
Sit down and stop being such a
child.

PETER
This from a girl who still plays
with dolls.

LIZ
(hurt)
That wasn't clever. That was just
nasty.

Peter heads off. Liz dumps her glass of milk over her plate
and stifles a scream.



INT. ROSOMOFF'S OFFICE - DAY

An old room in the library building. Star charts and an
ancient sextant; books; a telescope; a large revolving model
of the solar system; an antique spinning wheel and a
harpsichord. Odd, but inviting.

Roz leans over a large table, examining a precise NYC street
and subway map. He glances at a news clipping: "Bronx Video
Arcade Goes Tilt." With a colored marker and a protractor,
he traces a curved line on the map through the Bronx street.
Other waveform lines in different colors criss-cross the map.

PETER
(sings)
The Bronx is up and the Battery's
down.

Roz turns with a distracted smile.

ROZ
Peter, what can I do for you?

PETER
An extension on that astronomy
paper? Because, uh...

ROZ
Your dog ate it.

PETER
Actually, I got this spider bite…

ROZ
Pretty lame for such a smart kid.

PETER
Really, Professor, I--

Roz turns back to his map.

ROZ
You have until tomorrow. Skip the
excuses.

Peter picks up one of the news clippings: "'Wall Crawler'
Spotted Across NY," and another, "L.R.R.R. Train Detours to
Mongolia." Roz notice Peter's interest.

ROZ
Fortean phenomena. Anomalies in
our so-called reality. Weirdness,
my boy, and lots of it.

PETER
Caused by Doc Ock's experiment?

ROZ
How much do you know about it?

PETER
Not a lot. I saw inside of the
Science Center. What exactly
happened?

ROZ
Only Octavius knows for sure. And
last time I spoke to him, he was on
the planet Whiz-Bang.

Lucy enters with a computer print-out. Roz compares it with
an earlier one.

LUCY
See? With enough energy on this
side of the equation, the slope
approaches infinity.

Roz scribbles several numbers on a pad, hands the page to
her.

ROZ
Run it again with these smaller
values.

LUCY
Why bother? Nobody takes Ock's
equations seriously.

ROZ
I do. Run it again. Please.

She shrugs with her eyebrows and leaves.

PETER
Need any more help?

ROZ
No, thank you. I'm sure you've got
your own problems.

Roz reviews the print-out, and, as Peter turns to leave:

ROZ
Peter... that is one godawful
jacket.



EXT. BANK - DAY

In front of the "First National Bank of Scarsdale," a
uniformed GUARD slams the steel doors of a Brink's truck. He
climbs in the cab beside a DRIVER.

GUARD
Beers after the last pick-up?

DRIVER
Sounds good. We'll be done in a
half-hour.

GUARD
Not at this rate.

The Driver revs the motor-- it's not moving. The Guard
unsnaps his holster. Without warning, two waldos SMASH
THROUGH the thick glass on both sides.



EXT. BANK- DAY

Ock holds the truck aloft by the rear bumper; the rear wheels
spin. Two other waldos surround the truck, squirming into
the cab. GUNSHOTS and panicked SCREAMS from within. With
his fourth waldos Ock tears open the rear door and grabs
several money bags with his hands.

In the bank, witnesses stare goggle-eyed. A teller pulls the
drapes for protection.



INT. COMPUTER ROOM - DAY

Low ceilings, terminals, WHIRRING air conditioning, the
CLICKING of students entering data. Roz enters,
uncomfortable and claustrophobic here. Roz crosses to Harry
at a snazzy graphics terminal.

HARRY
I've drawn up your graphics, but...
what is this all about, anyway?

ROZ
Just a theory. Let's see it.

Harry strikes a few keys, runs the program.

HARRY
Okay... I hope I'll get some
brownie points for this, I could
really use them...

ROZ
I'll do what I can.

ON SCREEN-- a graphic of stars in space.

HARRY
Standard chart of our cosmic
neighborhood-- and--

The graphic zooms quickly in on the solar system, Earth, then
an aerial view of the Northeastern US.

HARRY
Home sweet home. First your
original set of values--

Bluish pulses appear sporadically in a spiral in the New York
area, then stop. Computer-generated TONES like the THROB of
Ock's experiment.

HARRY
Sporadic pulses, petering out in 96
hours or so. But when we crank up
the energy variable, we get three
distinct phases--

He pushes a button; the screen clears and resets.

HARRY
Phase One: the same pulses. If
the energy input keeps rising and
we reach a critical point-- here--
into--

Spiral flashes as before. The spiral pulses multiply and
coalesce, forming a blue funnel over New York, growing and
intensifying.

HARRY
Phase Two: An energy vacuum,
sucking power into itself. If it
gets enough juice, we go into Phase
Three: a chain reaction. Here's
where it gets really good.

The image pulls back for a wider view as North America-- the
Earth-- the solar system-- then the surrounding stars implode
and dissolve into the blue pulse.

HARRY
Zzzz-Zap. Big Bang in reverse, end
of the universe. This'd make one
hell of a video game.

Rosomoff's face registers growing dread.



INT. SUBWAY PLATFORM - NIGHT

Passengers pour out of an uptown local; a sign in BG reads
"49th ST. ROCKEFELLER CENTER." Peter edges away from the
crowd toward the end of the platform, looks around, then hops
down into the train bed, jogs into the tunnel.



INT. SUBWAY TUNNEL - NIGHT

Peter looks up, then springs backward, head over heels--

--and lands upside-down, feet clinging to the grimy tunnel
ceiling. He starts to unbutton his shirt-- we see the Spider
Man costume. Coins fall from his pants and clang on the
rails below. Peter mutters to himself, pulls the mask over
his face.



ON PETER'S CLOTHES

Spider-Man squirts a stream of webbing to tie up the bundled
clothes. A train approaches. Spider-Man nonchalantly
attaches the stick bundle to the ceiling.



EXT. ROCKEFELLER CENTER - NIGHT

Spider-Man emerges from the subway, strolls toward
Rockefeller Plaza. A pedestrian mutters, "What an asshole,"
and Spider-Man's walk becomes tentative, embarrassed. A
child: "Look, Mommy, the circus!" Another by-passer:
"Excellent." Spider-Man's walk becomes more self-assured.



INT. TV STUDIO - NIGHT

Backstage hubbub. Reiss and Spider-Man wait in the wings, a
female A.D. nearby, a mix of LIVE and FILTERED SOUND from the
stage. MONITOR shows LETTERMAN watching a "stupid human
trick," a man playing music on his teeth.

REISS
Where'd you get the clown suit?

SPIDER-MAN
Like it?

REISS
Nah. The big mask was better.

A.D.
Ten seconds.

The A.D. leads the nervous Spider-Man toward the curtain.
Reiss watches the MONITOR, where we see Letterman reading
from a card--

LETTERMAN
But wait, there's more. For
arachnid lovers everywhere, here's
"The Amazing Spider-Man." How
about a tacit round of applause.

ON STAGE as Spider-Man shuffles out from behind a curtain.
The tight costume earns him surprised WHOOPS from the
audience. Letterman shakes Spidey's hand, then winces at his
sticky palm.

LETTERMAN
Is that bug juice, or are you just
glad to see me?

SPIDER-MAN
Sorry. I'm still getting the hang
of this.

LETTERMAN
I see. So, Amazing Spider-Man--
I'll assume that's not your given
name--

SPIDER-MAN
Just call me Spidey.

LETTERMAN
Can I get you a snack-- a housefly,
maybe?

SPIDER-MAN
Thanks, I already ate.

LETTERMAN
I'll hate myself in the morning for
asking, but what exactly makes you
any more amazing than the average
jerk on the street?

SPIDER-MAN
Well...

He leaps straight up, somersaulting in mid-air and sticks on
a Klieg light lattice. The audience REACTS, suitably
impressed. Letterman cocks his head.

LETTERMAN
Oh, boy. Must come in handy for
changing light bulbs.

Spider-Man shoots a long strand of webbing to the ceiling
above the audience.

SPIDER-MAN
And for my next impression-- Errol
Flynn!

He swings out over the boggled crowd and clings to a wall.
Even Letterman is dumbstruck, leans cross-armed against his
desk. Spidey does a horizontal dance.

LETTERMAN
Hold it. Are you a shill for
Velcro?

The cameras swirl to track Spider-Man as he sings back to the
stage. Letterman sits on the edge of his desk, shakes his
head.

SPIDER-MAN
Ta-daaa!

The BAND reprises Spidey's "Ta-daaa!" The audience CHEERS,
Spidey bows.

LETTERMAN
All right, amazing. Are you quite
finished?

SPIDER-MAN
Just about. You see, I also have
this amazing strength...

With one hand, Spider-Man lifts the desk-- and Letterman--
above his head. The audience goes wild.



INT. TV STUDIO LOBBY - NIGHT

Reiss and Spider-Man come out of an elevator, cross the lobby
to the door.

SPIDER-MAN
So they're airing this tonight?

REISS
Yup. Oh, here's your check, minus
my commission. Solid, solid
novelty act.

Spider-Man puts the check in his waistband. They head into
the revolving door.



EXT. FIFTH AVENUE - NIGHT

Spider-Man stands dead still outside the building, shudders--
street NOISE fades to SILENCE, TRACK IN to his face.
DISTORTED SOUNDS: a window SMASHING, Ben's VOICE-- "Hey,
what--" This is Spider-Man's first experience of "spider
sense," a warning of danger.

REISS
(fading in)
... a couple a drinks at Sardi's?

SPIDER-MAN
What?

REISS
I asked if you felt like a drink--

SPIDER-MAN
(distracted)
No. No, I-- my aunt and uncle.
Something's wrong -- I need to
make a phone call.

REISS
Okay, kid. Call me tomorrow.

Reiss heads off. Spider-Man stops at a phone kiosk, picks up
the receiver--

SPIDER-MAN
Mr. Reiss-- I need a quarter--

REISS
I just gave-- yeah, sure.

He gives him the coin and walks off. Pedestrians gawk at the
costumed figure as he quickly dials. BEHIND HIM, across the
street, there's a cut-rate electronics store.

SPIDER-MAN
Ben, is everything all right?
...Are you sure?
(relieved)
No, I guess it was nothing-- I just
had this feeling-- no, don't wake
her up... just watch Channel 4 at
12:30--

ALARM from store in BG. A huge and menacing THIEF races into
the street, a paper bag full of cash on one hand, a small TV
under his arm. Spider-Man leans into the kiosk to be heard,
speaks loudly.

SPIDER-MAN (CONT.)
Right, tonight. I know it's late,
but it's worth it--I'll be on
television! It's a long story--

An Armenian STOREOWNER chases the thief, who dodges cars and
buses and heads straight toward Spider-Man. Brakes SCREECH,
horns BLARE.

STOREOWNER
Stop him! Somebody stop him!

Spider-Man dodges as the thief runs right past him and
hurries down the subway. The winded Storeowner stops by
Spider-Man, cursing him in Armenian.

SPIDER-MAN (ON PHONE)
Isn't that great? You won't
believe it...

STOREOWNER
Whatsa matter with you!

SPIDER-MAN (ON PHONE)
Okay. Okay. See you, Ben.

He hangs up, turns calmly to the irate Storeowner.

STOREOWNER
You coulda stopped him! Done
something-- Stuck your leg out,
tripped him-- anything!

SPIDER-MAN
Oh, gimme a break. Do I look like
Charles Bronson?

Spider-Man walks off, leaving the Storeowner to his apoplexy.



EXT. BANK MACHINE - NIGHT

Clothes under his arm, Spidey pulls out the check, an
impatient businessman and a fishwife behind him.

SPIDER-MAN
Can I borrow somebody's pen?

The businessman mutters, "Flake" under his breath, hands him
a pen. He starts to sign "Peter," then flips it over. It's
made out to "Spider-Man."

SPIDER-MAN
Wonderful. I guess I can still
make a withdrawal.

FISHWIFE
Hey, nutbar, move it!



INT. DISCO - NIGHT

Colored lights throb with the MUSIC. Young trendies clap
with the beat as Spider-Man puts on a fabulous show of
acrobatic breakdancing.

In mid-move, Spider-Man freezes-- the tingle of his "spider
sense" again. SILENCE and TRACK IN. We hear GUNSHOTS, a
man's GROAN, distorted.

Ambient SOUNDS of the disco return. The crowd urges Spider
Man to continue, but he pushes through them toward the bar.
He lifts the lower portion of his mask over his nose to
finish his Coke. KIM-- the sexpot Peter saw in Washington
Square Park-- watches him hungrily.

KIM
I love the way you move. What made
you stop?

SPIDER-MAN
Second time tonight… this weird,
weird feeling, like a kick in the
stomach…

She runs her hand over his masked face, then over his chest
and stomach.

KIM
I want you.

SPIDER-MAN
Uh…

KIM
You'll leave your mask on.

SPIDER-MAN
Uh-hu, right... excuse me...

He edges away from her stroking hand and scoots into the
crowd. She shrugs.



EXT. PLAZA - NIGHT

A public plaza in the theater district, with a large metal
Calder-esque sculpture. A light crowd: elegant theatre
goers, a few hookers, vendors, and street people. Spider
Man, his web-wrapped clothes under his arm and a champagne
bottle in his hand, tries to hail a cab. A VENDOR pops open
his sample case.

VENDOR
A watch, man. You look like you
need a watch. These real Rolexes,
man. 20 bucks.

A cab pulls over. The vendor hangs in there.

VENDOR
You want a red one? Red Rolex,
right here, ten bucks. Matches
your tux.

Spider-Man leans into the cab.

SPIDER-MAN
Can you take me to Forest Hills?

CABBIE
Twenty-five bucks over the meter.
You pay tolls.

VENDOR
Hey, you buy three watches for
that, man!

Spider-Man gets in, the cab starts off. The vendor goes
after a well-dressed YUPPIE COUPLE, starts his rap again.

The peculiar THROB fills the plaza. People turn toward the
metal sculpture, which PULSATES.



INT. CAB - NIGHT

Spider-Man faces front, the plaza behind him. The cab moves
very slowly.

SPIDER-MAN
I'm in a hurry. I've got to see my
aunt and uncle--

CABBIE
Fella, my foot's all the way to the
floor!



EXT. PLAZA - NIGHT

The sculpture has become a huge magnet. In quick succession,
every small metallic object in the area sails toward in from
all directions:

The vendor's watches fly from out of the sample case-- the
man's car keys rip through his trousers-- his shirt studs--
the woman's bra from within her evening dress-- a bag lady's
shopping cart-- a hooker's metal belt and purse-- her pimp's
"gold" chains and rings-- a fat man's buckle.

All fly to the sculpture and stick magnetically. The THROB
and PULSE abruptly cease; the objects clatter to the plaza
pavement.

Spider-Man's cab-- suddenly released-- peels rubber with a
SCREECH. We see his face looking out the rear window.



INT. MIDTOWN TUNNEL - NIGHT

The cab shoots out of the tunnel into Queens.

CABBIE (VO.)
Ah, ain't any crazier than usual.
Albino alligators in the sewers,
subway mutants wit' no faces,
spontaneous human combustion. See
it alla time.



INT. CAB - NIGHT

Through the cab window as it turns into May's block. Two
squad cars and a detective's sedan surround the house.
Spider-man leans forward, concerned.



EXT. MAY'S HOUSE - NIGHT

NEIGHBORS in nightclothes cluster on the street, a uniformed
COP keeping them back. AD LIB CONFUSION. "The
neighborhood's gone all to hell, I tell ya," "Such a nice
man," "What happened?" "They're animals," "No respect for
nothin'," etc.

Spider-Man, champagne in hand, collars an old lady.

SPIDER-MAN
Mrs. Shapiro, what happened?

She sees the masked face, lets out a quick SHRIEK and backs
away into the milling crowd. MAROTTA, a homicide detective
in his 40s, waddles over.

MAROTTA
What's going on here?

SPIDER-MAN
Somebody tell me what happened!

NEIGHBOR
A burglar!

TEENAGER
They shot him.

SPIDER-MAN
Shot who? Shot who!?

WOMAN
I was doin' the dishes--

TEENAGER
Right in the guts, blood all over.

MAROTTA
Wait. Lieutenant Marotta, NYPD.
What's--

SPIDER-MAN
WHO?!

NEIGHBOR
Ben, Ben Parker. Lived in that
place for, oh, fifteen, twenty
years.

TEENAGER
Like a stuck pig, moanin', wow.

OLD MAN
Ambulance took him away and May
went--

The bottle breaks in Spider-Man's clenching fist, the rest
SMASHES to the sidewalk.

SPIDER-MAN
What hospital?

OLD MAN
Oh, I think St. Francis--

Spider-Man dashes back to the cab.

WOMAN
I was just doin' the dishes when I
heard--

MAROTTA
(yells after Spider-Man)
Hey, who the hell are you?



INT. HOSPITAL WAITING ROOM - NIGHT

Sterile, lonely, harshly lit. May sits stiffly on the couch,
hiding emotion. The impersonal sounds of the paging system;
a TV drones in BG.

Peter runs in, street clothes covering the Spider-Man outfit.
His hand bleeds from the smashed bottle. May looks at him,
disturbingly calm.

MAY
Peter, you're bleeding.

PETER
It's fine. Tell me what--

MAY
Oh, Ben gets through everything.

PETER
Aunt May, what happened?

MAY
I was napping on the couch. There
was a voice and a shot. I woke up.
Ben was looking at me.

PETER
How is he?

MAY
He'll be fine. They won't tell me
anything, but I'm sure he'll be
fine.

He sits beside her, watching her. He hugs her, she responds
by patting his head.

MAY
Stop that. He'll be fine.

Peter looks stoically across the lobby. It slowly dawns on
him: he is watching Spider-Man on the Letterman show.
Marotta and a uniformed cop enter the hospital waiting room,
move to Peter.

MAROTTA
You the nephew?

Peter nods, dazed.

UNIFORM COP
Your uncle's a brave old dude.
Evidently the guy was comin' at
your aunt, so he jumped him.
Caught a bullet, but chased the guy
away. Lucky thing a black-'n'
white was--

MAROTTA
Not now.

From the other side of the waiting room, a grim-faced DOCTOR
crosses slowly toward them. May stands up slowly, looks at
his face and shudders.

DOCTOR
Mrs. Parker, I'm sorry. We tried--

A desperate sob. May clutches her chest, gasps for air. The
Doctor runs to her side.

DOCTOR
Jesus-- Code Blue! Crash cart in
the lobby, Stat!

A blur of action: orderlies, nurses, a stretcher. Marotta
gently pulls Peter out of the line of "fire."

UNIFORM COP
We'll get the bastard who did it,
Mr. Parker. He's trapped in a
warehouse, see, over on 112th--

Marotta silences him with a dirty look, sighs. He puts his
arm around Peter.

MAROTTA
Kid, leave it. You can't do
anything.

Peter pulls away, then runs out into the night. Marotta
looks at the cop.

UNIFORM COP
Hey, I figured he oughta know!

Marotta shakes his head, walks down the hall toward the
doctor. The Uniform Cop slumps stupidly in a chair, looks at
the TV: the end of the Spider-Man segment.

LETTERMAN
(filter)
Are you quite finished?

SPIDER-MAN
(filter)
Just about. See, I also have this
amazing strength.



EXT. PAINT WAREHOUSE - NIGHT

A SWAT team surrounds the dilapidated structure;
searchlights, snipers. FLASHES OF GUNFIRE from a middle story
of a tall warehouse. A TV NEWSWOMAN broadcasts a live report
from behind the barricade. Other reporters babble in BG.

NEWSWOMAN
-- is holding the police at bay
with a wall of automatic weapons
fire--

More SHOTS ring out in BG.

NEWSWOMAN (CONT.)
-- but because of the flammable
chemicals, the SWAT team is
helpless for now.

High above her, Spider-Man clings to a wall facing the
warehouse. He musters his courage.

SPIDER-MAN
(to himself)
Just do it, you chicken.

He shoots a long web up to the warehouse roof, loops the
strand around his hand, and swings--

-- above the stunned police. Reporters try to catch him on
film as--

-- he arcs across the street to the warehouse, CRASHES
through a window--



INT. PAINT WAREHOUSE -NIGHT

--and SCATTERS a pyramid of stacked paint cans, splattering
paint everywhere in the dimly-lit loft. The gunman FIRES
after the elusive shadow, strobe-like streaks of light
illuminate Spider-Man-- a vat of turpentine EXPLODES into
flame.

On the other side of the cavernous room, Spider-Man kicks
over a huge bucket of red paint, which floods across the
floor like a blood river. The gunman, only half-visible in
the dim, smoky light, whirls and FIRES again at Spider-Man.

GUNMAN
I'll kill you-- I'll kill you!!!

Bullets spray in every direction, exploding paint cans in a
crazed rainbow of fluid and flames.

GUNMAN
WHERE ARE YOU!?

SPIDER-MAN
Up here.

The gunman looks up, aims at the ceiling-- Spider-Man hangs
from the rafters. Just as his trigger finger clenches, a jet
of webbing shoots into the barrel of the gun, which BACKFIRES
in his hands. Spider-man leaps down, his boot connects with
the man's jaw. Spider-Man pulls his mask off, stands above
the unconscious gunman.

SPIDER-MAN
Get up! I want you to look into my
eyes when I--

Spider-Man hoists the gunman off the floor in fury and
prepares to smash the man's skull. He hesitates… and sees the
face of the Gunman in the dancing firelight.

SPIDER-MAN
Oh, no...
(desperate)
NO!



EXT. FIFTH AVENUE - NIGHT

FLASHBACK: Spider-Man on the phone. The Thief rushes toward
him and we FREEZE-FRAME on his face-- the Thief and the
Gunman are the same man.



INT. PAINT WAREHOUSE -NIGHT

Police rush in, guns drawn. Silence, but for the crackle of
flames and bursting of paint cans. Through the smoke, they
see something large hanging from the rafters like a yo-yo.
It's the Gunman, moaning, completely enveloped in webbing.



EXT. COURTHOUSE ROOF - NIGHT

Dawn starts to break over Manhattan. CAMERA CRANES DOWN to
pick up Spider-Man on the peak of a marble facade, looking
very small indeed.


CLOSER

He tears off the mask. Peter's eyes are red-rimmed, past
tears. He pulls off his gloves: one hand still bleeds from
the crushed bottle. He pulls the check from his waistband,
stares at it… then slowly rips it into small pieces. He
stands, watching the confetti-like bits flutter downward--
then violently rips the tunic from his chest. He pauses: we
see the web-shooters still taped to his arms. Peter throws
the mask, gloves and tunic down toward the street.

As the blue and red costume drifts in the wind, pas an
engraved motto: WITH GREAT POWER COMES GREAT RESPONSIBILITY.



EXT. CEMETERY - DAY

A chilly morning. An urban cemetery in Queens. In a black
suit, Peter tosses a flower into an open grave. Several
MOURNERS, including some neighbors, bid him good-bye. He
looks numb.

MRS. SHAPIRO
May would have liked the eulogy.
How is she?

PETER
(absently)
Okay… the doctors say no shocks for
a while. She needs rest.

MRS. SHAPIRO
You could use some too, honey.

Peter nods, she hugs him. A hefty, blue-collar FRIEND of
Ben's, looking awkward in a suit and tie, shakes Peter's
hand.

FRIEND
Ain't nothing you coulda done,
Peter.

No nod to this one. Peter watches the man walk off, then
looks at the grave.



EXT. ELECTRODYNE FACTORY - DAY

A loading bay to the vast warehouse. The salesman checks off
a list as workers load electrical equipment into the back of
a rented truck. A huge section of aluminum pipe sits nearby.
Ock watches. The salesman waves the workers away.

SALESMAN
Okay, boys, we need a forklift for
that pipe.
(To Ock)
Where do you want the bill sent?

Ock pulls a wad of crisp bills from his trench coat, hands it
to the astonished man.

SALESMAN
I'll... uh... get you a receipt...

He starts off into the warehouse, counting the cash, then
stops, hearing a heavy CLANK behind him. He turns to see:

The enormous section of pipe sitting in the truck bed. Ock
climbs into the cab and drives away.



INT. STUDENT UNION - DAY

Peter, still in his suit and looking burned out, sits with
Harry over coffee. Liz and Adele, carrying breakfast trays,
approach from the cashier in BG.

HARRY
Jesus Christ.

PETER
Mm-hmm.

HARRY
And you let me go on about Rosomoff
working me too hard? I feel like a
complete idiot.

PETER
You're not half the idiot I am,
Harry.

Adele and Liz set their trays on the adjoining table. Flash
enters in BG.

LIZ
Well, look who's dressing for
success.

ADELE
At least this ensemble doesn't glow
in the dark.

HARRY
Let him be.

LIZ
Why? He knows how to defend
himself. Maybe too well.

Flash sits by Liz, waving a copy of the Bugle. Peter's photo
of Spider-Man on page one-- with a barely perceptible rip
down the middle. The headline reads: "TV CLOWN ESCAPES CRIME
SCENE," and subhead, "'Spider-Man' sought for questioning."

FLASH
Hey, guys. Check it out-- I saw
this dud on the tube last night. He
is incredibly cool.

LIZ
I saw him too. He was silly and
obnoxious.

ADELE
And Flash isn't?

LIZ
Be nice.

HARRY
Yeah, take pity on the feeble
minded.

FLASH
(the insults pass him by)
No, no, listen. They're tryin' to
say he was in cahoots with this
killer--

HARRY
Flash, drop it--

FLASH
-- but they got it all wrong. Any
fool can figure it out. Spider-Man
nailed this guy!

Flash guzzles Liz's glass of milk, to her annoyance.

FLASH
I mean, Spidey is one guy I'd like
to meet!

ADELE
Toads of a feather…

Adele notices the photo credit.

ADELE
Peter-- you took this picture?

LIZ
Let me see.

Liz takes the paper, Flash reads it with her. Peter gets
ready to leave.

FLASH
Parker, you amaze me! You know
this guy? Who is he, anyway? Where
did he come from? Is he a cop, a
martial arts freak?

PETER
He's a mistake.

Peter walks away.

FLASH
Mistake? Hey, guy, get back here!

LIZ
Hm. What a lump.

ADELE
What's with him?

HARRY
Nothing much.

Harry rises with his and Peter's coffee cups.

HARRY (CONT.)
His aunt had a coronary. His uncle
was murdered by that guy Spider-Man
caught. No, nothing much at all.

Harry exits, letting the news sink in.



INT. ROSOMOFF'S OFFICE - DAY

Roz leans on his desk by the map; Marotta tinkers with the
antique sextant.

MAROTTA
You were the last one to see
Thorkel. In Octavius' hospital
room.

ROZ
So you've found Thorkel?

MAROTTA
Some of him… char-broiled bones.
Teeth. We ruled out suicide. Any
bad blood between him and Ock?

Roz gently takes the sextant away from him.

ROZ
Octavius wasn't the murderer type.

MAROTTA
But you said he went off a little,
after the accident, when those
mechanical arms--

ROZ
Waldos.

MAROTTA
Right. We have reason to believe he
also robbed an armored truck and
killed two men. With the waldos.

Roz reacts to this, then leans over the map. Marotta joins
him. Peter enters and stands politely by the door. Neither
man notices him.

ROZ
Lieutenant, I've triangulated
recent bizarre events-- the Bronx,
Jersey, Brooklyn-- all rippling out
from--
(points)
Here. The E.S.U. Science Center.
Octavius' experiment seems to have
opened a hole in space-time,
drastically changing the
interrelation between molecular
binding, electromagnetism and
gravity--

MAROTTA
Yeah, that's fascinating, but I'm
just a fat, dumb cop lookin' for a
psycho killer--

ROZ
There's an infinitely greater
danger. If--
(sees he won't get
through)
Listen. The only thing Octavius
cares about is repeating his
experiment. To do that, he needs a
radioactive catalyst, SL 270.

He hands the cop a list. Marotta nods.

MAROTTA
Toxic dumps, huh.

ROZ
And he'll need a cyclotron. He
can't use ours-- he's already
destroyed it.
(hands him a second list)
Guard every nuclear accelerator on
the Eastern Seaboard. New Haven,
Long Island, two in Cambridge--

MAROTTA
You sure about all this?

ROZ
(nods)
I know him.

Marotta recognizes Peter; Roz looks at him as well. They
stare at him.

PETER
Hi. Professor, I'm here about
another extension. My uncle died.

Roz looks at him dubiously, then sees he's telling the truth.
Marotta slips the lists into his coat.

ROZ
Of course.

MAROTTA
It's a lot of ground to cover.
We'll try.
(to Peter)
Funny coincidence, huh?

ROZ
No such thing as coincidence. "God
does not play dice with the
universe."

MAROTTA
Einstein, right? We'll see ya.

ROZ
Peter-- my condolences.

Marotta walks out. Peter nods, turns to leave. Roz picks up
the day's Bugle.

ROZ
This photo you took of "Spider-Man"
-

PETER
Luck. The right place at the right
time.

ROZ
Really. I'd like to speak with
him.

PETER
I don't think I'll be running into
him.

ROZ
You never know. Go get some sleep.

PETER
I'll try. Thanks.

Roz turns back to his map. Peter watches him for a moment,
then exits.



INT. PETER'S APARTMENT- DAY

On the phone, tie loosened. We hear Reiss' angry SQUEALS
through the receiver.

PETER
No… No, thanks, but... No, Mr.
Reiss-- I'm finished with the
act!... Okay, I'm a fool... Look,
that's it, no more Spider-Man-- I'm
sorry. Good-bye.

He hangs up and flops face-down on the mattress, burying his
face in the pillow. The PHONE RINGS. He glares at it, but
answers.

PETER
What.



INT. JAMESON'S OFFICE - DAY

All smiles, Jameson sits on his desk, a copy of today's Bugle
in one hand.

JAMESON (ON PHONE)
Parker, I love you. We scooped
every paper in the country on this
Spider-Man jerk! I want more,
Parker. I want more!

A beat. Jameson glares.

JAMESON (ON PHONE)
What? Aww, don't be an ass! Get
pictures of him robbing a bank, or
kicking a dog-- anything! This
guy's the best bad guy since
Mengele, or Son a' Sam, or J.R.
Ewing!... Eh? Get outta here,
nobody wants a hero!



INT. PETE'S APARTMENT

Peter looks at the SQUEAKING receiver, hangs up and unplugs
the phone.



INT. JAMESON'S OFFICE - DAY

Still on the phone. Betty, excited, enters and hands Jameson
a sales report.

JAMESON (CONT.)
Get this-- we sold out! I'll
double the print run! I'll slot
you on page one for the next month,
buddy! I'll--

He finally notices the dead line.

JAMESON
Parker?
(hangs up; to Betty)
What a newsman, on the job already!



INT. PETER'S APARTMENT - DAY

Peter stands with the open costume box in his hands, looking
at the second red-and-blue outfit. He decides something,
then stuffs it in the "LEIBER'S NOVELTIES" bag, along with
the web-shooters and the obnoxious new-wave jacket.



EXT. EAST VILLAGE STREET - DAY

Bag in hand, Peter leaves his building and crosses the
street.

LIZ (OS)
Peter! Wait a minute!

He pauses, Liz runs up to him, a little breathless.

LIZ PETER
I was just coming by I'm sorry if I was --
to apologize.

Each pauses to let the other speak, then--

LIZ PETER
No, I didn't know I've been acting like
about-- a--

Both look at each other, then giggle. The tension eases.
They walk together.

LIZ
What's in the bag? Garbage?

PETER
Sort of. I'm returning the-- that
outfit that you hated so much.
Maybe I can get my money back.

LIZ
Oh, don't do it on my account--

PETER
No, it wasn't only you-- it -- it
just wasn't my style. Hey, look--
let's go to lunch. Someplace nice
for a change.

LIZ
This from a man who winces at the
cost of a pretzel?

PETER
That was then. I'm better since
the lobotomy.

He points to an imaginary scar on his forehead; they laugh
and walk off.



EXT. ELECTRICAL SUBSTATION - DAY

A waldo thrusts INTO FRAME, penetrating a mass of circuits,
wires and switches. Sparks and ozone fill the air.
All four of Ock's arms work at once, cutting and resplicing
high-tension wires in the caged transformer. Ock's eyes
frenetically scan a series of voltmeters; one registers
escalating levels while others jump, then drop.

A LINEMAN sees Ock from the rear, the waldos stretching from
his torso.

LINEMAN
Hey!

Ock ignores him. The Lineman pulls a heavy wrench from his
toolbelt and brandishes it, approaching warily. Without
turning around, Ock extends a waldo backward, grabs the
wrench and crushes it in two. The Lineman runs off.

Near the fence, the panicked Lineman slams into two GUARDS,
male and female.

LINEMAN
My wrench! He-- it-- arms!

The guards draw their guns as he clambers over the fence.

Another voltmeter needle swings as Ock throws a switch.

FEMALE GUARD
Freeze! Hands up!

Ock turns, the waldos waving like Medusa's hair. The guard
steps forward, her bullet RICOCHETS off a telescoping metal
arm. It grabs the gun and the woman's hand, squeezing. A
second waldo whips around the male guard's neck, shakes him
like a terrier with a rat, then hurls him into a wall of
wires.

Electricity jolts his body and knocks him out. Ock's
attention returns to his work. Released, the woman falls to
her knees in pain, crawls to her fallen comrade. Her hand
extends for his revolver. But her body is dragged away from
the gun-- a waldo had her ankle. She SCREAMS. Another waldo
slaps her head, knocks her out.

A voltmeter reads zero. Ock frowns-- then spies a locked
metal cabinet marked "Third Rail Circuit-- NY Transit
Authority." Ock considers this.



INT. CHIC FRENCH RESTAURANT- DAY

An imperious WAITER sets dessert before Peter and Liz, out of
place in the refined environment.

PETER
-- but at least Aunt May's okay
now. I really have to stop by the
hospital this afternoon.

LIZ
Do you mind if I come too?

PETER
I think I'd like that.

He ignores his dessert, stares out the window.

PETER
They keep saying there's nothing I
could've done. That's a lie. I
could've done something. If only
I'd paid attention to my feelings.

LIZ
You're not trained for that. None
of us are... I mean, sometimes I...
(practical)
Okay, let's say you had gone back.
What then? Are you bulletproof?

PETER
Well, no.

LIZ
So? The next day I'd read, "Peter
Parker murdered," and I'd feel...

PETER
You'd feel what?

LIZ
(covering)
Listen. You think you're
responsible for everything that
happens. Don't flagellate yourself
- and don't flatter yourself,
either. You're not the center of
the universe. You're just... Peter.

PETER
Am I? I'm not so sure.
(looks at her)
I used to be sure of a lot of
things. Oh, different things from
week to week, but now-- I'm not
sure of anything anymore.

LIZ
I know what you mean. I...

He looks a little queasy-- the spider-sense again. Liz's
voice and the restaurant SOUND drop out, TRACK IN TO TIGHT
CLOSE-UP on Peter. We hear the Ock THROB and PANICKED CRIES
of people in a subway car.

Abruptly, we're back to reality. And Liz is being oddly
inarticulate,

LIZ
Maybe unsure is-- good. Maybe you
feel more that way. Like I was
sure you and I were just friends--
and that's it. But-- last weekend,
when I was with Flash-- all I could
think of was--

She sees Peter is paying absolutely no attention. She bangs
her spoon against her glass.

LIZ
Hello. Earth to Peter. Are you
listening?

PETER
Unh-huh. Excuse me. I've gotta
go.

He grabs the Lieber's bag and hurried out. The waiter sets
the check down before the boiling Liz.

LIZ
I think I really do hate him.



EXT. OFFICE DISTRICT - DAY

Such as Wall Street. "Walk" and "Don't Walk" signs blink
simultaneously, stoplights flash with no pattern then EXPLODE
in series down the street. Pedestrian and vehicle traffic
snarls, HONKING HORNS, frazzled nerves.

The THROB begins-- low, muffled, under the street cacophony.
At an intersection, two cars coming from opposite directions
suddenly swerve toward each other. The drivers spin their
steering wheels to avoid a crash, but magnetic attraction
makes them slide through the intersection, smash together
sideways and stick. The drivers, inches apart, look at each
other, baffled.

A taxi swerves around the wreck--



EXT. WARPED STREET - DAY

--and down this less-crowded street. The THROB swells.



THROUGH THE WINDSHIELD

The PULSE spreads through the asphalt ahead, rippling mirage
like.

The taxi's wheels sink into the liquefying street, now the
consistency of quicksand. The driver crawls out his window
and leaps to the sidewalk as the gooey street swallows the
cab.

Spider-Man swings to the edge of an overlooking building,
watches the cab sink. An earthquake-like RUMBLE from below.

From beneath the street, a subway train BURSTS UP, arcs into
the air with a ROAR--

-- the three-car train sails through the air past Spider-Man--

-- a huge hole opens like an iris in the facade of a nearby
modern office building

-- the train thrusts into the shimmering hole, which clamps
shut around it.

The THROB and PULSE cease. The street below re-solidifies,
trapping half-buried cars. SCREAMS, HONKS, SIRENS.



INT. OFFICE BUILDING - DAY

Businessmen and secretaries peek from under desks and around
doorways. One-and-a-half subway cars sit incongruously in
their office. The passengers clamber out windows, pry doors
open.



INT. MIDDLE CAR - DAY

Solid structural glass bisects the middle car. Commuters in
the outside half of the car press their faces against the
glass, pound for help.



EXT. OFFICE BUILDING - DAY

The other one-and-a-half cars of the subway protrude from the
sheer face of the building, the last car dangling vertically
by its hitch, ten floors above the street.



INT. LAST CAR - DAY

Vertical. A pile of a half-dozen COMMUTERS on the "bottom
end." AD LIB panicked cries: "Give me a hand--" "What--!"
"I was going to take the bus!" "Not the door!" A wild-eyed
teenager pulls open the rear door, a bag of fruit spills down--



EXT. WARPED STREET - DAY

and SPLATTERS on the pavement. A crowd gathers, points up.
More AD LIB cries: "This city's nuts!" "Get the fire
department!" "Oh, my God!"



EXT. OFFICE BUILDING - DAY

Spider-Man shoots a long stream of webbing and swings to the
glass-front building.



INT. MIDDLE CAR - DAY

Spider-Man's head pops in an open window.

SPIDER-MAN
Hello.

The passengers stare as he climbs in, backs them away from
the glass wall.

SPIDER-MAN
Okay, folks, stand back!

He kicks it--nothing. Frustrated, he grabs a metal railing.
Two passengers help him uproot it. Spider-Man uses the pole
as a battering ram, punching a hole in the window. Office
workers aid the passengers. Spider-Man runs toward the last
car.



INT. LAST CAR - DAY

The 2nd and 3rd car are at right-angles to each other. Spidey
opens the door at the "top" of the car, scampers down the
grab-handles to the people below. The half-dozen passengers
cling to seats.

SPIDER-MAN
Cavalry's here-- get the wagons in
a circle.

He hefts a ROTUND WOMAN over his shoulder.

SPIDER-MAN
Have you tried Weight Watchers?

She whacks him with her purse as he scampers straight up the
floor.



EXT. LAST CAR

The door between cars. Spider-Man pushes the woman up--
helping hands from the middle car lift her to safety.



EXT. WARPED STREET - DAY

The crowd parts as a hook and ladder truck rumbles up over
the sidewalk.



EXT. LAST CAR - DAY

Spider-Man pushes another passenger to safety. The thick
iron link between the cars CREAKS, bending under the strain.



EXT. WARPED STREET

The fire ladder rests against the building, below and to one
side of the swaying car.



INT. LAST CAR

The subway car lurches perilously. Spidey returns to the two
remaining people.

SPIDER-MAN
Let's take the scenic route.



EXT. LAST CAR

Spider-Man lowers a web-wrapped girl down through the door,
swings her like a pendulum. After a close miss, a FIREMAN
atop the ladder grabs the girl.

The iron link bends nearly open.

Spider-Man fastens a thread of webbing to the outside of the
car.

SPIDER-MAN
First floor, ladies lingerie,
sporting goods...

He grabs the terrified man around the waist, then lets out
the line of webbing in short bursts to lower himself and the
man to the sidewalk.



EXT. WARPED STREET

Firemen rush to help, a white Mercedes limo pulls up. The
chauffeur opens the door for the POLITICO, who beams for the
news cameras.

POLITICO
Where's the hero? I want to thank
him personally for his fine--

An ominous GRATING of iron from above.

SPIDER-MAN
Get back! It's coming down!

He scatters the crowd. The Politico looks up at the subway.
The chauffeur runs.

POLITICO
Oh, no-- my limo-- my Mercedes!

He scrambles to his car. Spidey intercepts him, hefts him
like a sack of potatoes and runs to cover as--

-- the subway car rips away from its link--

-- and falls, flattening the limo. Pieces scatter in every
direction.

Cameras click as Spider-Man sets the whimpering Politico
down.

POLITICO
My Mercedes...

SPIDER-MAN
This is all you need.

He hands him the Mercedes hood ornament.

REPORTER
Hey, you some kind of superhero?

SPIDER-MAN
Actually, I'm just trying to do as
little harm as possible.

BUSINESSMAN
Can I get your autograph? Er-- for
my kid, he's a fan.

SPIDER-MAN
Fans? I have fans?

He starts to sign "Pete--, " crosses it out, signs "Spidey"
with a flourish.

BYSTANDER
He was here before it happened! I
bet he caused the whole thing!

SPIDER-MAN
What!?

POLITICO
He assaulted me! I want him
arrested!

FIREMAN
Councilman, this guy just saved a
whole buncha lives--

COP
Okay, Zorro, assume the position.

The cop pushes Spider-Man spread-eagle against a car.

FIREMAN
Give the guy a break!

POLITICO
Take off his mask! He destroyed my
car! That's city property!

The cop, fireman and politico argue, ignoring Spider-Man, who
shakes his head and scampers up the wall. The crowd
APPLAUDS; he waves and disappears over a roof.



INT. JAMESON'S OFFICE - DAY

Jameson leans back in his chair by an open window, reading a
competitor's paper. Like Kilroy, Spider-Man peaks over the
sill, then leans in to tap Jameson's shoulder.

JAMESON
Ak!

He spins up out of his chair and backs away, horrified.

JAMESON
Don't hurt me, you Thing you! I've
got scummy lawyers like you
wouldn't believe--

Spider-Man crawls the rest of the way in and sits on a wall,
chin in hand.

SPIDER-MAN
Relax, Jameson. This is business.
I know you want photos of me, so
I'll give your boy Parker an
exclusive. On one condition--

JAMESON
I don't submit to blackmail! The
first amendment protects my freedom
to tell the news as I imagine it,
and--

SPIDER-MAN
Would you cool it already?

JAMESON
Police, help! Po-- mmph.

Web goo shoots out and covers Jameson's mouth. Jameson
inches to the door.

SPIDER-MAN
Thank you. Now, repeat after me--
Spider-Man is a good guy. On the
side of right, and niceness, and
cute baby animals and all that.

JAMESON
Frmpph-yrr.

SPIDER-MAN
Fine.

Spider-Man webs the door locked as Jameson grabs the knob.
Betty and others gather at the glass partition, amused.

SPIDER-MAN
Your friendly, neighborhood Spider
Man could use the good p.r. at the
moment.

He heads for the window. Jameson points frantically at his
glued-up mouth.

SPIDER-MAN
Oh, that? It'll come unstuck in a
half-hour or so. Your mouth needs
the rest. Bye.

JAMESON
Hmf-hrr?

Spider-Man waves at the laughing Bugle employees and drops
out.



INT. MAY'S HOSPITAL ROOM - DAY

A four-person ward. May's corner already reflects her
personality: bright flowers, the photo-cub of Peter, a
patchwork comforter. She sits up in bed, alert but tired.
Liz sits beside her on the bed. An OLD CRONE in the next
bed, watching a muted TV news across the room-- featuring
Spidey footage.

LIZ
He left. I couldn't believe it--
he just left! It's as if he's
somewhere else... I'm only getting
a piece of him.

MAY
When Peter was little, he loved to
hide. In closets, under the sink.
He needed a secret place. But when
I'd look for him, he'd laugh... he
wanted to be found.

LIZ
I don't think he wants me to find
him.

AGED CRONE
Sure he does, toots. May, gimme
dat changer thingie.

May flings the remote control across to the Crone's bed.

MAY
Television is for idiots. Read a
book.

AGED CRONE
Read this.

The Crone gives May a "fongoo" bent elbow. Liz draws the
curtain between the beds.

MAY
I wish Ben said that to me, just
once. I never let up, always
needling him, telling him what to
do.

Liz takes May's hand.

MAY
Maybe I was hiding. For years, I
never told Ben the one important
thing.

LIZ
He knew.

MAY
Some things you should say anyway.

LIZ
Even if they're not clever.

MAY
Even if you've heard them a million
times in every stupid pop song ever
written.

LIZ
What if you get hurt?

MAY
What if the world ends tomorrow?

They look at each other. We hear the TV--

NEWSCASTER (FILTER)
-- still baffled as to the cause of
the subway disaster. The alleged
"Spider-Man" is still wanted for
questioning. In other news, police
have a suspect in yesterday's
armored truck robbery and double
murder--



EXT. NEW YORK STREETS - DAY



WITH SPIDER-MAN

Swinging from skyscraper to skyscraper-- reeling, like a
roller-coaster through the concrete canyons.

From street level, looking up as Spider-Man swings like
Tarzan. Pedestrians react: "Wowie," "Check that out,"
"What's he advertising!" "It's that jerk Spider-Man," etc.



EXT. CROWDED STREET - DAY

Ock, trench-coated as usual, drives his rented truck. It
sputters to a halt in the middle of traffic. HORNS,
impatient YELLS.



INT. RENTAL TRUCK - DAY

The gas gauge reads Empty. Ock climbs out, leaving the truck
blocking the street.



EXT. CROWDED STREET- DAY

SPIDER-MAN'S POV: DIFFUSE, except for Ock in FOCUS as he
walks through traffic, oblivious to the uproar he's caused.



STREET LEVEL

A waldo tears off the driver's door of a commuter's Cadillac.
Ock slides in.

OCK
Out.

COMMUTER
Sure thing.

He scrambles out the passenger door.

Spider-Man swoops down and across the street, still above
Ock.



EXT. NEW YORK STREETS - DAY

The Caddy shoots around traffic, through red lights-- while
Spidey swings right behind it, losing ground.

To avoid congestion, Ock drives on the sidewalk, scattering
panicked pedestrians.

Spider-Man clings to a wall, shaking his head. He leaps down
and --

-- lands on the roof of a fast taxi paralleling Ock. The
cabbie ignores the CLUNK.

Ock rounds a corner, Spider-Man leaps from the taxi to the
rear seat of a motorcycle ridden by a BIKER CHICK in leathers
and helmet.

SPIDER-MAN
Could you do me a favor and, er--

BIKER CHICK
-- follow that car? Love to, but
you gotta wear a helmet. It's the
law.

He takes the spare helmet from the sissy bar and fastens it
on.

They trail Ock's car through downtown, drawing stares.



EXT. GEORGE WASHINGTON BRIDGE - DAY

Ock's Caddy speeds up an on-ramp. The Biker Chick, close
behind, pulls over.

BIKER
I don't do Jersey. Bad vibes.

SPIDER-MAN
I'm hip. Thanks for the lift.

He hands her the helmet and she screeches off. Spider-Man
spies an approaching semi, runs-- and leaps, clinging to the
side of the trailer.

The semi moves over the bridge. Ock's Caddy is several cars
ahead, halfway over the bridge. Spider-Man crawls up to the
top of the trailer. A cloudy sky, an impending storm.



EXT. JERSEY TURNPIKE - DAY

Standing atop the trailer with hands on hips, Spider-Man sees
Ock veer onto an exit. As the truck passes the exit, Spidey
swings on an overhead exit sign toward the overpass.

Spider-Man lands on the overpass. Ock's car recedes out of
sight. There are no buildings to swing from, no vehicles to
cling to. It starts to rain. Spider-Man sighs and starts
walking.



EXT. MUDDY STREET - NIGHT

Sunset. Drizzle. A sleazy area of wrecking yards and dumps.
A police car with two gaping holes in the windshield -- and
two patrolmen dead inside. CAMERA RISES over a concrete wall
with rusting signs: "Toxic Waste Dump #49," and "Hazard--
Radioactive and Poisonous Materials," with a radioactivity
symbol and skull and crossbones. Over the barbed wire atop
the wall, we see within.



EXT. TOXIC WASTE DUMP - NIGHT

A nightmarish industrial landscape: giant vats over-brimming
with rancid chemicals; stacked, rusting drums; puddles of
viscous fluid on the gravel bedding.

In an open concrete bunker, Ock uses his human hands to pull
open a vault-like drawer. Inside are dozens of sealed
canisters, all bearing "Danger-- Radioactivity" warnings. He
checks through them, discarding unwanted canisters
haphazardly. One near the back catches his eye: "SL 270" is
scrawled on the stained label. He plucks it out, examines it,
nodding.

SPIDER-MAN (O.S.)
Open that now and you'll spoil
Christmas.

Ock whirls around. Spider-Man drops down from atop a chemical
vat, clucking his tongue and sauntering toward him.

SPIDER-MAN
Surprise!

OCK
Surprise...

He pulls open his overcoat-- all four waldos telescope toward
the astonished Spider-Man. They encircle his body, squeezing
like pythons. Spider-Man gulps for air, struggling
desperately against the steel arms. He wriggles a hand free,
shoots webbing up and pulls himself from Ock's clutches.

Ock grabs the small canister-- but a stream of webbing shoots
down and jerks the container up to Spider-Man on the roof of
the bunker. He springs down to the ground on the run.

Ock's waldos lift an oil drum and hurl it over his head. The
drum BURSTS ahead of Spidey, spraying a greasy cloud of
noxious gas and sizzling liquid. Spider-Man gags as Ock
rumbles toward him.

OCK
You are an insect!

SPIDER-MAN
Doc, you know better than that.
Insects are a completely different
order from spiders--

Spider-Man ducks as a waldo shoots out, puncturing a hole in
a metal vat, which EXPLODES. He rolls under a flaming stream
of napalm-like fluid.

A waldo grabs the SL 270 container; a third arm backhands
Spider-Man, knocking him through the air into a concrete
wall. Shaken, Spider-Man gets to his feet, stumbles after
Ock.

SPIDER-MAN
Well? Had enough?

Ock uses the waldos to pull himself over the retaining wall.
Spider-Man leaps onto Ock's back, throws him in a head-lock.
Ock sputters, strikes backward with his real fists, to no
avail.

SPIDER-MAN
Aren't we both too intellectual for
this?

A deep, ugly roar echoes from Ock's chest. Two waldos whip
backward, grab Spider-Man and fling him violently over the
top of the wall--



EXT. MUDDY STREET - NIGHT

and onto the roof of the patrol car. He bounces off and
splashes into a puddle. Painfully, he rolls over, struggling
to his hands and knees. Out of nowhere, a waldo claw
clutches at his throat, squeezing. Spider-Man presses the
web-shooter triggers-- they spurt blobs of goop, then air,
out of webbing.

Ock thrusts Spider-Man against the wall, rears back with
another arm and aims a deadly blow. Spider-Man jerks his head
- the metal fist misses by inches, punching a crater in the
concrete. Ock laughs maniacally, prepares for the final
blow.

ROZ (O.S.)
Octavius!

Ock turns and sees Roz, getting out of his vintage Porsche.

ROZ
Please.

The wild violence drains from Ock's face, replaced for a
moment by sanity. He looks at Rosomoff, then at the metal
arms, then again at Roz, pitifully. With an anguished cry,
he loosens the grip on the choking Spider-Man. Ock rushes to
the Cadillac, drives off. SIRENS wail in the distance as Roz
helps Spider-Man to his feet.

ROZ
I sent for the police. We can
explain.

SPIDER-MAN
Explain that some jerk in a mask
and costume fought a mad scientist
with four tentacles?

ROZ
Right. Let's go.



INT. ROZ'S CAR - NIGHT

Spider-Man opens his window for air as Roz drives the bridge
to Manhattan.

ROZ
You're sure you're all right.

SPIDER-MAN
(coughs)
Yeah, just a lung full of New
Jersey. Lucky you showed up when
you did.

ROZ
Logic. Lot 49 is the closest
stockpile of SL 270--
(looks at him)
I do feel foolish talking with a
man dressed like a--

SPIDER-MAN
Imagine how I feel.

ROZ
Excuse me if I'm impertinent, but--
how did you become… whatever it is
you are?

SPIDER-MAN
The usual. Heredity and
environment. What's the deal with
Doc Ock?

ROZ
He'll try to finish his experiment.

SPIDER-MAN
And blow up the universe just to
prove he's right? Bit egotistical,
isn't it?

ROZ
A messianic complex is nothing new
to Octavius. In his universe,
there's only one mind-- his own.
It must be very lonely.

SPIDER-MAN
Forgive me if I don't feel too
sympathetic right now.

They drive south to Lower Manhattan on West End Avenue in the
rain.

ROZ
I listened to him talk of eternal
truth and thought of the Bhagavad
Gita, the Indian holy book-- "I am
become Shiva, Death-- the destroyer
of worlds." Octavius was...

SPIDER-MAN
Bonkers.

ROZ
Loonytunes. And yet...

SPIDER-MAN
Just drop me off here.



EXT. WATERFRONT DISTRICT - NIGHT

The car pulls over near the eerie wharves under the elevated
West Side Drive. Spider-Man gets out and leans in the
window. The rain has stopped.

ROZ
Do you... live around here?

SPIDER-MAN
No, but I've got this secret
identity to worry about. I'll swing
the rest of the way.

ROZ
I see. Well, Octavius won't get
much further. They'll catch him
and... put him away. Sad. He
might very well have the truth.

SPIDER-MAN
Phooey on that.

Roz drives off. Spider-Man raises his arms to shoot a web--
it makes PHFFT noise, still out of webbing. He groans
disgustedly, heads down a rain-slicked street.



EXT. NEW YORK STREETS - NIGHT

Spider-Man trudges cross town toward home. Quick images of
nighttime New York: warehouses; tenements; Chinatown; the
Bowery. Spidey walks by a group of gang kids, who laugh and
point.

He stops a robbery by tiredly flipping the mugger into a
dumpster. He avoids a police car by leaping and clinging to
the side of a building. Inside a window he sees a couple
kissing passionately. He looks away and drops to the street.



EXT. PETER'S APARTMENT BUILDING - NIGHT

Spider-Man stands on the landing, slaps his thighs for his
keys-- nothing.

SPIDER-MAN
(mutters)
I gotta get pockets.

He hops on the wall and climbs upward. Near the roof, he
hears the RUMBLE of an MG engine and VOICES below. Harry,
Liz, Adele and Flash tumble out of the tiny car and head to
the front door.

FLASH
Aww-- we forgot the beer!

ADELE
I'm not sure this is a great idea.

HARRY
(ala Garbo)
Maybe he vants to be alone.

LIZ
Come on. He needs friends now.

Groaning, Spider-Man crawls onto the roof, opens the
skylight.



INT. PETER'S HALLWAY - NIGHT

Flash brings up the rear on the stairs. Everyone's puffing
from the climb.

FLASH
Is this worth it? He's so damned
dull. And I bet he doesn't have
any beery treats.

Peter answers Liz's knock. In his bathrobe, his face
bruised, he looks a mess.

LIZ
Peter! You poor baby, what
happened?



INT. PETER'S APARTMENT - NIGHT

Flash claps Peter on the back, pushes past to the kitchen.
Peter winces when Liz touches his bruise. She shakes her
head and goes to the bathroom medicine chest.

ADELE
What did happen to you?

PETER
It's nothing. Look--

HARRY
You get mugged or something?

PETER
Listen, I do appreciate your
concern, but--

HARRY
I got you a present.

He pulls a colorful can from his jacket pocket-- Peter
unscrews the lid and spring-snakes fly out. Peter looks at
Harry tiredly.

HARRY
(lamely)
Thought it might cheer you up.

Flash closes the fridge and returns from the kitchen.

FLASH
Let's go somewhere and get ya
blotto.

ADELE
I'm sorry about your uncle…

FLASH
Guess Uncle Ben got his rice
converted--

Flash yoks it up. Liz enters from the bathroom with cotton
swabs and a bottle of rubbing alcohol.

LIZ
Flash, get lost.

FLASH
Come on, laughter's the best
medicine!

Adele pushes him out the door. Liz looks at Harry, who nods
and follows the others into the hallway. Liz eases Peter
down onto the mattress. Flash tries to look back inside--
Adele closes the door.

Liz dabs Peter's bruises. His head's on the pillow, her face
is close to his. He's totally exhausted.

PETER
I'm sorry about being a jerk this
afternoon.

LIZ
Just shut up and close your eyes.
This'll hurt.

Eyes shut, he hardly has the energy to wince as she dabs a
cut on his temple.

LIZ
May's much better. She'll be out
soon.

PETER
Oh, God, I forgot to--

LIZ
Ssh.
(dabs him again)
I always thought she was a strong
person. She is-- but not for the
reasons I thought.

PETER
(half-asleep)
Strong...

LIZ
Her cleverness, that hard edge--
maybe they're the weakest part of
her. The strong part is… what's
underneath. The part she was
protecting. There's no reason to
protect it... I think she's just
finding that out now.

Peter's features relax. Liz puts down the bottle of alcohol.

LIZ
Peter?

PETER
(far away)
I'm here...

He's out. Liz sees this and smiles.

LIZ
So am I.

She kisses him tenderly on the lips, then curls beside him on
the bed.



EXT. HIGH-TECH CYCLOTRON - NIGHT

Barbed-wire barricades, searchlights and National Guard
troops surround a sprawling, futuristic accelerator lab. An
OFFICER leans out of a patrol car marked 'SUFFOLK COUNTY
POLICE."

OFFICER
Is there an NYPD Lieutenant here?
It's a Professor Rizzo, or Rosta,
or--

With an all-night beard, Marotta comes to the car, a
Styrofoam cup of coffee in hand, grabs the mike.

MAROTTA
Yeah, Roz.

ROZ (FILTER)
Any sign of our friend?

MAROTTA
Nope. Maybe he skipped to Rio.
Feds got troops surrounding every
cyclotron on the continent. Are
you absolutely positive that one at
E.S.U. is kaput?



INT. ROSOMOFF'S OFFICE - NIGHT

Roz, fully dressed, sits on the desk.

ROZ
You didn't see it, Lieutenant.
You'd need a half a dozen men,
precise equipment. They'd have to
rebuild the transformer from
scratch. There were...

His voice trails off-- he realizes Ock's plan. Marotta's
voice frantically squeaks through the phone.

MAROTTA (FILTER)
Roz? Rosomoff? What is it?

ROZ
Precise equipment… such as waldos…

The lights flicker… and the phone RINGS madly, then EXPLODES.



EXT. HIGH TECH CYCLOTRON - NIGHT

A high-pitched WHINE on the radio.

MAROTTA
Roz? What's goin' on?



EXT. NEW YORK SKYLINE - NIGHT

Lighted buildings flash dark in clusters.



INT. PETER'S APARTMENT - NIGHT

Peter sleeps, Liz, fully dressed, asleep beside him. TRACK
IN ON PETER; we hear the Ock THROB growing LOUDER and FASTER,
CACOPHONY of SCREAMS, EXPLOSIONS, the end of the world.
SOUNDS STOP, Peter sits bolt upright in bed. He extricates
himself, goes to the window. The lights in his apartment go
OUT, as do those throughout the neighborhood.

PETER
Doctor Octopus, I presume.

In the dim light, we see QUICK CUTS of Peter strapping on his
web-shooters, loading fresh cartridges, pulling on his
gloves, pulling down the Spider-Man mask. Liz half-opens her
eyes sleepily.

LIZ
Peter...?

Spider-Man leaps up to the skylight and slips out.



EXT. NEW YORK STREETS - NIGHT

Spider Man's form swings against the night sky through the
blacked-out city.

A baseball bat SMASHES a jewelry store window. Three LOOTERS
fill their arms with sparkling rings and necklaces.

The leader turns, and catches a red boot in the chin that
knocks him end over end. Spider-Man's fists quickly dispatch
the other two.

Across the street, three more LOOTERS run out of a pawn shop,
carrying an assortment of radios, instruments, cameras, etc.

SPIDER-MAN
There's no time!

He takes a running jump, bounces on a car roof like a
trampoline, and tackles two of the looters. On the ground,
he shoots a jet of webbing at the third looter's back, then
pulls hard and yanks him down.

People of all colors and social strata scramble down fire
escapes and into the streets to chase off the looters.
Spider-Man clambers up a wall and swings off.



INT. EXPERIMENTAL CHAMBER - NIGHT

Makeshift repairs-- patches of fresh metal plating, jerry
rigged wiring, even repairs made with gaffer's tape. All is
still strangely warped. The experiment's already going:
BRILLIANT LIGHT from the focusing cone again concentrates on
the gram weight, which shivers. Ock stands in the middle of
it all, waldos working feverishly at an improvised control
board. He's lost in his mad rapture.



INT. CONTROL ROOM - NIGHT

Still showing the effects of the original implosion: the
glass wall melted, dials and controls warped and useless.
Roz leans against the twisted glass, shielding his eyes from
the glare within the chamber.

ROZ
(hoarsely)
My God, Otto, you have to hear me!
The world we know will collapse!
Everything we have devoted our
lives to-- all patterns, all
harmonies-- will be destroyed!

OCK
Truth. Truth alone exists. Truth
must be released...

ROZ
You have no right! This is cosmic
suicide!

In desperation, Roz climbs through the melted glass into the
chamber, grabbing a waldo and trying to pull it from a huge
rheostat. Ock, watching the gram weight, pays no attention
to Roz's futile struggle. The arm, moving to another part of
the room, swats Roz aside and knocks him to the floor.



ON THE GRAM WEIGHT

The tiny cylinder rises very slowly from the scale, the THROB
rises in pitch. Suddenly, the weight "falls upward,"
accelerating toward the ceiling as if dropped.

Spider-Man's hand catches the gram weight. He's clinging to
the ceiling.

SPIDER-MAN
Hey, Doc-- you dropped something.

Spider-Man leaps onto Octavius and kicks him in the chest,
knocking him backward, into a pile of acetylene tanks and
torches. Roz gets to his feet.

ROZ
Spider-Man, be careful! He's quite
mad.

SPIDER-MAN
I'm not so happy myself.

Without warning, a waldo springs out and wallops Spider-Man
in the head. The blow sends him flying, knocks him up
against the focusing cone. He falls on the floor in a heap--
unconscious.

The BLUE-WHITE BEAM focuses on the floor. Roz runs for the
cone and tries to right it, but a waldo grabs him by the
collar and flings him away.

Ock smiles and cranks up the power. The PULSE ripples
through the tiles, sends them falling to the ceiling. The
cement floor beneath begins to glow.



EXT. NEW YORK STREETS - NIGHT

SIRENS in the distance; running; shadowy figures. The beam of
a flashlight in Liz's hand cuts through the darkness: she,
Harry and Adele hurry through the streets.

HARRY
(sleepily)
This is a great way to get killed.

ADELE
New York is a big place, Liz.

LIZ
He was hurt-- he might be delirious
or something. We have to find--
(beat)
Listen!

She hears the faint THROB, runs up the street to locate it.



EXT. SCIENCE CENTER - NIGHT

Light spills from the torn-open front door, the only
illumination in the area. The PULSE spreads through the
sidewalk, the cement paving ripples and THROBS. Liz runs
toward the building-- Adele grabs her.

ADELE
Uh, Liz, I don't think--

Liz breaks away from Adele and dashes up the steps. Adele
hurries after her-- a crevice opens as the building's steps
crumble. Harry pulls Adele away.



INT. SCIENCE CENTER MAIN FLOOR - NIGHT

The building CREAKS, hunks of ceiling fall downward. Liz
runs upstairs to a corridor with many doors.

LIZ
Peter! Peter, where are you?!

A crack opens in the corridor's floor beneath Liz. She leaps
out of the way, twists open the knob of a door marked
"Biology Lab," gets in just as a hole opens in the floor
where she'd been standing.



EXT. SCIENCE CENTER - NIGHT

Adele and Harry back away as the structure shakes and
RUMBLES, the brick walls slowly sliding upward, the concrete
foundation rising into view. The sidewalk buckles, trees
uproot and fall over.



INT. EXPERIMENTAL CHAMBER - NIGHT

The room vibrates. Roz drags the unconscious Spider-Man
toward the control room. The PULSE envelops the entire
floor, the light casts eerie shadows upward on Ock's face.



EXT. SCIENCE CENTER - NIGHT

The building pulls free from the ground. Adele, Harry and
others in the area take cover as water mains burst, spewing
fountains.



INT. BIOLOGY LAB - NIGHT

Liz steadies herself as chairs and tables slide from one end
of the room to the other. A cageful of white mice tumbles to
the floor and snaps open, the mice scurry in panic.



EXT. SCIENCE CENTER - NIGHT

Heavy electrical cables stretch upward to the rising
building, then snap in showers of sparks. The Science Center
rises further, now airborne-- the electrical cables point
upward, shooting arcs of power directly at the building.



ANGLE UP

as the Science Center hovers above the surrounding buildings
like a brick spaceship.



INT. BIOLOGY LAB - NIGHT

Liz clutches a window sill, looking out-- and down.



HER POV-- RISING

The E.S.U. neighborhood recedes, hundreds of feet below.
Dawn begins to show in the distance, silhouetting Manhattan.



EXT. SUBSTATIONS - DAWN

In rapid succession, power stations around the city EXPLODE
and shoot rivers of electricity toward the building ascending
in the distance.



EXT. NEW YORK SKYLINE - DAWN

Twisting, rope-like beams crack through the sky, ripping
holes through skyscrapers in their path.

The bolts of power shoot at the concrete foundation--



INT. EXPERIMENTAL CHAMBER - DAWN

--and rip gaping holes through the walls and floor, directly
to the whining cyclotron transformer, which pulses and
THROBS. Curling arcs of power dance crazily around Ock. He
watches in ecstasy, his waldos twitch and curl in pleasure.



INT. CONTROL ROOM - DAWN

The twisted banks of electronics BURST. Roz shakes Spider
Man.

ROZ
Get up! The second phase!



EXT. NEW YORK- DAY

An energy cyclone erupts and whirls beneath the rising
structure, sucking objects from the street: tine cans-- bus
benches-- trees-- newsstands-- parked cars. All swirl in the
inverted funnel growing beneath the building.



INT. EXPERIMENTAL CHAMBER - DAY

Spider-Man leaps around the energy streams to catch Ock's
attention. Intensely absorbed in the experiment's progress,
he reacts slowly. His waldos probe toward Spider-Man, who
dances and whirls away from their grasp.

Roz makes his way toward Ock's control board.

Spider-Man hurls an acetylene tank at Ock, who deflects it--
an energy bolt hits it and the tank EXPLODES, tearing a door
sized hole in the floor behind Spider-Man. Roz, at the
controls, nods to Spider-Man.

SPIDER-MAN
Come and get me, squid-breath

OCK
You annoy me!

Ock lunges for him, but Spider-Man jumps down through the
hole in the floor. Ock falls after him.



EXT. SCIENCE CENTER - DAY

Looking up from the bottom of the building: arcs of energy
crackle through the cloud cover and shoot into the basement.
Falling, Ock thrusts a steel tentacle through the concrete as
an anchor, and vaults arm over arm after Spider-Man.

Spider-Man scrambles around the edge of the foundation--

--and onto the front facade. A waldo clamps around his ankle
and tugs violently. Spider-Man resists, pulls against it,
but a second waldo clutches his arm and peels him completely
off the wall.

The two waldos shake and whip him around like a rag doll.



SPIDER-MAN'S POV:

The sun and the horizon swirl crazily, Manhattan far below
through a gap in the clouds.

Ock smiles. The waldos release Spider-Man-- he falls-- but
immediately shoots a jet of webbing onto a metal tentacle.
The sudden weight causes Ock to waver precariously. Spider
Man shoots another web and swings up to the front facade.



INT. EXPERIMENTAL CHAMBER - DAY

Roz, in a sweat, throws the rheostat-- an ear-splitting
SCREECH--



EXT. SCIENCE CENTER - DAY

Several of the energy streams dissipate. The building halts
its ascent, then lurches. Is facade tilts toward the
horizontal. Ock's arms thrust into brick to hold on. Spider
Man clings flat against a glass doorway. The horizon reels
drunkenly around them. Spider-Man hangs on by his
fingertips; waldo-fists slam into his hands, shattering the
glass.



INT. BIOLOGY LAB - DAY

Liz hurtles across the slanted room, furniture and laboratory
equipment crash toward her as she crawls up the floor toward
a wall of windows. A case of formaldehyde-filled bottles
SMASHES inches from her head, spilling grisly preserved
specimens. She suppresses a scream, keeping her wits about
her.



EXT. SCIENCE CENTER -DAY

The building hovers and pitches unstabely in mid-air.

Spidey rips loose a drainpipe to defend himself against Ock's
arms: a bizarre sword duel ensues, a ten-foot pipe vs. four
metal tentacles.

The building pitches violently in the opposite direction.



INT. BIOLOGY LAB - DAY

Everything that's not tied down falls across the room and
SMASHES past Liz through the windows, which now face down on
New York-- a mile below.



EXT. SCIENCE CENTER -DAY

The building spins, debris spills out the window.

Ock lands a hard blow to Spider-Man's jaw. Stunned, Spidey
hugs the wall.

Ock claws his way across the brick surface to finish him off.

Behind Ock, Liz tumbles through an open window, clutching at
Venetian blinds. She releases a pent-up SCREAM of terror,
dangling a mile above ground.

SPIDER-MAN
Liz!

He seizes the offensive, swings at Ock with the drainpipe.

The building reels, vertical walls nearly upright.

Spidey heaves the drainpipe like a javelin, hitting Ock in
the belly. The pipe hurtles downward. Double-jets of
webbing shoot out to cover Ock's livid face.

Spider-Man swings around Ock toward Liz, shoots webbing to
secure her to the face of the building.

Spider-Man dodges and ducks the flailing waldos, weaving a
web to bind them to the wall. More and more web-fluid-- the
net draws tighter.

SPIDER-MAN
You could use a nice, long rest.

At last near enough to Ock's body, Spidey clips him with a
quick blow-- he's out. Spider-Man scrambles to Liz and pulls
her inside.



INT. EXPERIMENTAL CHAMBER - DAY

Roz runs from one bank of controls to another. Spider-Man
and Liz enter from the control room.

ROZ
What's she doing here?

LIZ
This building is flying. I'm in a
flying building…

SPIDER-MAN
Professor, you ever fly one of
these things before?

ROZ
Sure, in the war. Pull those
cables--

Spider-Man runs across to the transformer, now glowing less
brightly. He pulls a thick electrical cable-- the cyclotron
GROANS, the PULSE diminishes further. Spider-Man grabs
another cable.

ROZ
One at a time! We'll drop like a
bomb!

Spider-Man lets go as if it were red-hot.



EXT. SCIENCE CENTER -- DAY

Some energy streams sputter into nothingness. The building
gently descends toward the clouds below.



INT. EXPERIMENTAL CHAMBER - DAY

Liz watches as Spider-Man and Roz work together.

LIZ
I'm in a goddamn flying building...

The PULSE in the floor "unspreads" toward the focusing cone.

Liz's earrings flutter-- the fly off her ears, sailing to the
curved wall of the cyclotron. Other metal objects-- pliers,
a welder's torch, etc.-- join them there.

ROZ
Magnetism-- phase one. We're
returning to normal.

Ock's waldos ERUPT through the floor. Seething, he pulls
himself into the room, loose strands of webbing hanging from
his face and arms.

SPIDER-MAN
(exasperated)
Oh, come on!

All four waldos surge out at Spider-Man. He barely leaps
away, a waldo lashes after him and pulls loose another
electrical cable--

-- the room pitches

-- Liz and Roz fall to the floor, she pulls Roz away from the
glow.

-- Spider-Man leaps to the ceiling above the cyclotron. Ock
strikes out-- the magnetism sucks an arm against the
accelerator tube and holds it fast.

-- The Pulse shrinks further to an area below the focusing
cone.

-- Ock's remaining arms strike madly at Spider-Man, Roz,
everything.

-- A waldo crosses the beam of power from the focusing cone--
concentric rings of energy shoot down the length of the arm--
the waldo BURSTS APART, scattering wire and metal.

-- Ock YOWLS in pain, a two-foot remnant of a waldo flops
limply at his torso.

-- Spider-Man leaps to the ceiling above the focusing cone.

SPIDER-MAN
Up here, Docky Ocky!

ROZ
(desperately)
No, no! Not there!

-- Ock's remaining two waldo arms thrust madly at Spider-Man--
he springs away.

-- The waldos SMASH the cone.

-- Unearthly SOUNDS.

-- The fibrous BLUE WHITE BEAM envelops Doc Ock's entire
body.

-- A dark, completely alien slit opens in space where the
focusing cone had been.

-- The widening gap draws Ock into its weird Beyond. He
reaches toward it with his human hands.

-- Liz & Spider-Man struggle to resist the gap's pull. Roz
watches in horror as--

-- Ock's body warps, twists inside itself. He HOWLS-- agony,
pleasure, enlightenment, death.

-- The gap implodes Doc Ock's body and...

-- disappears, closing and sucking the last of the energy and
PULSE into it.

Eerie silence, except for the growing WHISTLE of air.

ROZ
(hushed)
He found his truth.

LIZ
We're falling...

SPIDER-MAN
Okay, I blew it-- let's move!



EXT. SCIENCE CENTER- DAY

The energy has completely disappeared. The building plummets
into the clouds.



INT. SCIENCE CENTER HALLWAY - DAY

Spider-Man and Roz help Liz toward the staircase. The WIND
WHISTLES louder as gravity accelerates the plunge.



EXT. SKYLINE - DAY

The Science Center falls out of the clouds toward Central
Park.



INT. STAIRCASE - DAY

Pitching and rolling, Spider-Man, Roz and Liz move
weightlessly up to the emergency exit.



EXT. SCIENCE CENTER - DAY

The door swings open in the hurricane wind. Fire
extinguishers and other objects are sucked past the trio,
they leap away from the building--

SPIDER-MAN
Hold tight, kids!



EXT. CENTRAL PARK - DAY

Central Park accelerates toward them as they plunge to earth.

The Science Center disintegrates on impact with Central Park
Lake.



EXT. SKY - DAY

Falling, with Liz hanging onto his neck, Roz under one arm,
Spider-Man shoots webbing downward--



EXT. CLEOPATRA'S NEEDLE - DAY

-- to the top of the obelisk--

-- and swings gracefully down in a spiral around the
monument.

He touches ground, sets Roz and Liz on their feet. They look
around them:



EXT. CENTRAL PARK - DAY

A hailstorm of debris-- papers, books, bottles, bricks. The
lake's surface churns and calms.



EXT. CLEOPATRA'S NEEDLE - DAY

The trio stands for a moment, stunned. Liz's knees buckle as
she faints. Spider-man catches her.

SPIDER-MAN
I can handle it.

He hefts her into his arms and walks off into the gathering
crowd.



INT. LECTURE HALL CORRIDOR - DAY

Norb and Chip leans against the wall, hanging out. They read
a copy of the Times. The bold headline: "SCIENTISTS EXPLAIN
TORNADO/ EARTHQUAKE/ELECTRICAL STORM." Flash swaggers up,
swacks their Times with a copy of the Bugle.

FLASH
Use that to wrap fish. I got the
real story.

He shows them the tacky Bugle headline: "SPIDER-MAN SAVES
UNIVERSE." Chip and Norb break up laughing. Students pour
out of a classroom behind them.

FLASH
Hey! This is the truth! Look, Doc
Ock had this, uh, experiment thing,
and the Science Center crashed into
Central Park, and--

He spots Peter and Harry, holds up the Bugle.

FLASH
Parker, Osborn--true, am I right?

PETER
(bemused)
Oh, of course.

HARRY
I was there.

FLASH
See?

HARRY
(wild-eyed)
Or was it all a dream?

Peter and Harry laugh and head out the door.



EXT. LECTURE HALL - DAY

They walk out and past the boarded-off pit that was the
Science Center.

HARRY
Oh, I need your notes from the
classes I missed.

PETER
Well, I've missed a lot of classes
myself...

HARRY
Oh. Well, hang in there, amigo.

He crosses away. Roz catches up to Peter from the lecture
hall.

ROZ
Peter-- I'm so very proud of you.
I must apologize for doubting that
you could do it.

Peter eyes him, wondering what he knows. Roz eyes him back.

ROZ
The paper, my boy. A solid B-plus.

PETER
Oh. Yeah. Thanks.

ROZ
If you really apply yourself,
you'll get an A next time.

Roz smiles wisely. Peter watches him walk off.

PETER
Next time...

The idea of doing it all again makes Peter whistle lowly. He
sees someone across the street.



EXT. WASHINGTON SQUARE PARK - DAY

Smiling, Peter runs up to Liz.

PETER
Hello, Liz.

LIZ
Hello. So very boring. Peter
Parker, how do you feel about me
this morning?

PETER
I... I like you. A lot.

LIZ
Hm. Well, I like you, too. I like
your aunt. I like your shoelaces.
I like--

He holds a fingertip to her lips.

PETER
Hold it. Can we stop being clever,
just for a moment?

LIZ
Why?

He kisses her. She looks at him bittersweetly.

LIZ
This may be the end of a beautiful
friendship, you know.

PETER
Nah.

She kisses him back. They walk off into the park, holding
hands... and we

FADE OUT.