8/4/1993 S P I D E R - M A N Written by Barry Cohen and Ted Newson and James Cameron 2nd Revision by Joseph Goldmari and James Cameron and John Brancato -------- Third Revision by James Cameron based on screenplays by Ted Newsom & John Brancato, Barney Cohen and Joseph Goldman SECOND REV. 7/29/1993 FADE IN: INT. PROFESSOR OCK"S PRIVATE PHYSICS LABORATORY, THE CYCLOTRON ROOM (CREDIT SEQUENCE) - DAY A mighty WARNING KLAXON assaults our ears. A FLASHING RED WARNING LIGHT stabs our eyes. Several DIALS go into the RED. A hand pushes aside a YELLOW THERMOS and pushes forward a RED POWER THROTTLE. We hear the WHINING UP of a cyclotron. A DIGITAL DIAL climbs to "5% POWER." A SPIDER crawls across a DIAL. Begin OPENING CREDITS. THE CYCLOTRON ROOM is in an old basement full of peeling paint and plumbing wrapped with TAPE. Leaks are here and there. COBWEBS are all around. DOCTOR OTTO OCTAVIUS (OCK) is a strong but strange featured man in his mid-fifties. His assistant, WEINER, hovers nearby looking on. He's open mouthed with a mindless kind of curiosity. WEINER is a local, small-time hood hired by OCK to circumvent the school administration and to "procure" whatever OCK needs for his experiments. He shades his eyes against a searing BLUE-WHITE BEAM that erupts from the WINDOW. THE ROOM IS DIVIDED INTO A CONTROL ROOM AND THE EXPERIMENT CHAMBERS. WEINER Whoa, whoa, whoa... what's that? With a WHOOSH, the WINDOW EXPLODES, showering the TWO with shards of GLASS, and throwing them to the floor. OCK (rising) We begin again... let's kick in that new transducer. See if we can double the power output. WEINER (rising more slowly) Whoa, Doc... wait a minute... But OCK is already at the THROTTLE. The cyclotron whirls up. The lights go on. Louder, brighter than before. OCK looks through the broken WINDOW into the EXPERIMENTAL CHAMBER. The POWER DIAL inches upward, "eight, nine..." the BLUE-WHITE LIGHT is blinding now. The WHINE pitch is shattering. END OPENING CREDITS. OCK Okey... dokey! The POWER DIAL hits ten. EXT. EMPIRE STATE UNIVERSITY - DAY As STUDENTS go to class, the sound of the cyclotron spills out of the SCIENCE CENTER onto the grounds of Empire State University. We see PETER PARKER, a pleasant faced senior who's among the top in his class. Sincere and serious, he has yet to develop a way with women. LIZ (falling in step) Hiya Peter... LIZ ALLEN is also a senior. She's beautiful and intelligent. PETER (ardent but uncomfortable) Hiya Liz... how're you doing...? LIZ (teasing softly) How'm I doing what? HARRY Peter! Peter! Wait up! HARRY is the school nerd. A quirky kid who, like PETER, can be a little backward around girls, especially pretty ones like Liz. HARRY (to Liz) Would you, uh... excuse us for a minute? Despite PETER'S protesting body language, HARRY pulls him away like a conspirator. PETER What is it? what... HARRY Did the Astro-Physics Journal really accept your paper? PETER (laughs, embarrassed) Yeah... well... all I got's the data but they've agreed to publish it when it's finished. You know... it's my calculation on the Planetary Conjunction. HARRY And its influence on the anti-force. Isn't it? PETER Yes. Look, Harry, I am busy with... (indicates Liz standing there) HARRY Yeah, you and the rest of the class. Every one is busy with Liz. LIZ (growing impatient) Peter? A HAND reaches in and smacks her bottom. FLASH Hiya, cupcakes... LIZ (elbowing him affectionately) Flash...! They kiss and walk away. HARRY (sneering) And Flash is the busiest of them all... PETER (disappointed) Come on, Harry... we'll be late for Octavius. HARRY makes a gesture dismissing OCK as crazy. HARRY Ock is nuts, don't you agree? PETER Ock is a genius, Harry. Crazy, Yes! But, a genius misunderstood, and unappreciated. INT. CYCLOTRON AREA HALLWAY - DAY It is a basement hallway full of LOCKERS which STUDENTS are banging open and shut as they put stuff in and take stuff out. In their midst, a MAN is banging on the door marked "Cyclotron Room - Authorized Personnel Only!" Professor ROSOMORF, SIXTISH, respectable, a good old fashioned professor, he's the head of the Physics Dept. With him is ALEXANDER THORKEL, a 40-ish, Waspish school administrator. For a scientist as crazily focused as OCK, THORKEL is a natural enemy. ROZ (knocking furiously) Doctor Octavius! You are late for your lecture. The students are waiting. Doctor Octavius! THORKEL Your friend is impossible Professor Rosomorf, I told the board we should let him go. The LIGHT above THORKEL's head EXPLODES. Then all the LIGHTS behind him EXPLODE in succession. THORKEL and ROZ look amazed... THORKEL What's he doing in there, not his crazy experiment again. ROZ You mean his anti-force theory... one day they'll give him the Nobel Prize for it. THORKEL Meanwhile he is demolishing our university. Octavius!! (knocks) Open the door. INT. OCK'S LAB OCK The anti-force experiment has now reached the limit of electronic overload safety. Therefore, Weiner, you will disconnect the overload safety device... FOUR WALDOS (three-fingered, snake-like mechanical arms) suddenly thrust themselves into the CHAMBER and begin working, each at a different task. OCK is an acknowledged master at manipulating these WALDOS. He flicks a switch and a searing BLUE-WHITE BEAM lances down from a FOCUSING CONE and strikes a GRAM WEIGHT marked, "1,000,000"), illuminating it and filling our ears with a splitting BUZZ TONE. The knock on the door grows louder. WEINER comes up behind OCK. WEINER Whoa, Doc... someone's at the door... OCK (ignoring) World class scientific mind and they stick me in the basement with this third rate cyclotron... INSERT: The DIAL marked "RELATIVE GRAVITY" reads "1,000,000" but suddenly it snaps to "0.999999!" OCK Okey! Dokey! The WEIGHT begins to jiggle and, for an instant, it appears to lift ever so slightly. INT. COLLEGE PHYSICS LAB - DAY This is an enormous room, 100 lab tables. The yellowing smoke of a thousand experiments hangs in the air. A HUGE AMERICAN FLAG dominates the back wall. PETER, HARRY and LIZ set up their TABLES. FLASH reads the DAILY BUGLE sports section. PETER can't take his eyes off LIZ. When she looks back he looks down at his GEAR. LIZ (softly) What is it, Peter? PETER (embarrassed) It's nothing. INT. OCK'S LAB WEINER opens the door and sees ROZ and THORKEL waiting impatient. WEINER Yes, gentleman can I help you? THORKEL Tell your boss, that his class is waiting. WEINER (looks) You better tell him yourself. THORKEL looks at ROZ who waves his shoulder, then the both call. ROZ & THORKEL Professor Octavius!! Professor OCK turns and looks at the bewildered men. OCK Gentlemen, come, you must see this. ROZ But, your students... OCK The imbeciles can wait... I have better things to do than teach introductory Physics Rosomorf. Undergrads are kindless adolescence. THORKEL You see he is impossible. OCK Thorkel you are the dummiest administrator our university has ever had. (Thorkel turns to go) Don't go Thorkel!! Come! Look! He starts to play his machines handles and buttons. THORKEL The university pays you to teach something to your students. INT. COLLEGE PHYSICS LAB - DAY LIZ Well, do you mean nothing... or do you mean something but you won't tell me what it is? PETER (regaining) I mean plain nothing. LIZ Well, I guess that's about as nothing as you can get... plain nothing. A beat. PETER Liz...! LIZ Ahh, it is something. PETER No... look. The equipment on her TABLE is starting to vibrate. They look at it, curiously. We hear the cyclotron's WHINE begin to build... INT. CYCLOTRON ROOM - DAY Everything is shaking like in an earthquake... Roz and Thorkel seem to dance in their place going crazy with anger and surprise. The WHINE is deafening! The light is blinding! WEINER has his eyes closed and his hands over his ears. OCK I am going for 20 percent power! THORKEL NO!! Don't do that... ROZ Ock! Its dangerous... THORKEL Ock I warn you... WEINER crosses himself. The CONSOLE erupts in sparks. INT. ELECTRICAL CONDUIT MONTAGE - DAY We follow the electrical overcharge as it crackles along the WIRES and CABLES inside the WALLS and FLOORS. It is making its way up to the LAB! INT. LAB - DAY All the kids are now trying to hold onto their vibrating equipment. The CHARGE crackles up a WIRE and erupts at LIZ'S TABLE. A BREAKER explodes in flames. There is an outburst of AD LIBS: "Fire!" "Everybody out!" THORKEL (comes running he is shabby and bewildered) seeing LIZ trapped behind the fire which is growing from second to second. THORKEL Keep calm, everybody keep calm. Use the front door. Everybody out the front. PETER Liz! Come on...! LIZ I can't. Help me! PETER I'm coming! He wades into the fire, but is beaten back by the FLAMES. His sleeve is on fire. He pats it out. LIZ Peter! Flash appears and tries to help but Thorkel stops him. THORKEL Get back, you idiots. You can't go in there! LIZ smashes at the WINDOW, but this is an inner city school and the WINDOWS are covered by STEEL GATES. Liz wraps her fingers in the GATE. LIZ (out at the street) Help! Help me! Outside the WINDOW the air is clear and people come and go. Some are stopping to look up at the girl on the second floor who screams (but they can't hear, of course) down at them as the FLAMES close in behind her. PETER comes flying in with a FIRE EXTINGUISHER. He fumbles with it. FLASH pushes Thorkel, grabs the extinguisher away from him with a scowl of disdain. LIZ turns to face the FLAMES. Suddenly there is an eruption of CO2 CLOUDS and the roar of a FIRE EXTINGUISHER. The FLAMES are beaten down enough for her to leap out. FLASH is there, holding the EXTINGUISHER. People CHEER. PETER Thanks for your help Flash. FLASH No problem wimp. PETER Our hero has a real way with words. LIZ Oh, why don't you grow up. PETER is stung, insulted, turns away. ROSOMORF peeps in, worried -- faces Thorkel. THORKEL This man will bring a disaster upon this university. OCK comes in, starts his lecture calmly as if nothing has happened. OCK The universe is made up of forces... and counter-forces. Science is the study of the forces! FLASH hands the EXTINGUISHER to PETER. LIZ embraces FLASH, throwing a glimpse at PETER who tried so bravely. He looks away and turns the last of the EXTINGUISHER on the last of the FIRE. OCK (continues without a hitch) But I... Professor Otto Octavius... have devoted my life to the study of the counter-forces! Good job, Peter. PETER (taking place at lab table) Thanks, Professor. THORKEL has walked slowly and uncomprehendingly toward the front of the huge LAB. He simply cannot believe OCK'S behavior. THORKEL I don't believe it, I simply don't... OCK Can we carry on Mr. Thorkel. THORKEL I don't believe... oh, all right carry on Professor. OCK Well! This week my dear students I have made a stunning breakthrough... THORKEL Wait a minute, wait a minute... you've got fire forms to fill out, Dr. Octavius. OCK I have no time for forms, or administrators who persist in interrupting me, Mr. Thorkel. THORKEL steams out and bangs shut the DOOR. OCK I now believe its possible that these counter forces can be... collected... the way the magnifying glass collects the sunlight... and focused into a hard beam I call... Weiner! WEINER backs away from the BLACKBOARD to reveal a word that OCK has scrawled in large letters. It says "Anti- Force." OCK I call it, the Anti-Force! OCK is plugging a HUGE CABLE into a small LUCITE BOX with a SILVER BALL inside it. OCK (continues as he works) This anti-force, once harnessed, is capable of undoing any natural force at which it is aimed... for instance... (looks up maniacally) Gravity! LIZ scribbles down a note and mouths the word "gravity." Then she turns to PETER. LIZ (whispers) I'm sorry... PETER It's alright. OCK is "playing" his COMPUTER like the Phantom of the Opera at the organ. OCK We patch in the cyclotron... The lights flicker and go dim. OCK Pay no attention to the lights... I of course steal its energy, and it looses power. We patch in the cyclotron... and we gradually apply power. The power that I am stealing... As the WHINE builds in the LAB... OCK peers through the LUCITE BOX at us, distorted by it. The BOX is a miniature version of the cyclotron's experimental chamber, and now the BLUE-WHITE glow begins. It crackles round the SILVER BALL. OCK And so we stand, four square against the fundamental force that orders and maintains our universe... gravity... which is holding down this goddamn ball. Rise! The LIGHTS go totally dark. The kids react with WHOOPS and CATCALLS. HARRY What a crock... PETER Shut up Harry... this is very interesting. OCK Mr. Parker! Have you some... interesting observation you'd like to share with the class? PETER No sir... OCK Then shut up! And pay some attention to the experiment. OCK peers at us through the LUCITE BOX as the SILVER BALL begins to rise. OCK'S face is ecstatic. OCK Rise! Rise!!! The SILVER BALL suddenly shoots up, shattering the top of the box. It flies up to the ceiling where it shatters a LIGHT FIXTURE. The shards rain down on OCK who reaches out and catches the falling BALL and scales it in a raised fist. OCK Now that's what I call an experiment! The CYCLOTRON WHINE cuts out and OCK wheels to the COMPUTER. He hits a KEY and several COLORED PROJECTION BEAMS lance out of the back of the room. They pierce the smoke and light a PROJECTION DISPLAY in the front. TWO COLORED SPHERES one, YELLOW, one BLUE touch where their circumferences meet. Behind them is a BLACK depiction of "space". OCK You are looking at a representation of two universes. Our Blue one. Our real universe... something we can touch and feel and see and draw calculations about. This is us. The Yellow universe... this is something else. Some other dimension... something... on the other side! OCK hits another COMPUTER KEY and a hole appears where the TWO SPHERES touch. The BLUE AND THE YELLOW MARBLEIZE with each other. The colors swirl until both SPHERES are BRIGHT GREEN. OCK If it were possible to generate enough power behind it, the anti-force could wipe out not just gravity... but all our universal forces at the same time. In effect... it would blast a hole between this universe and the next. Each... (indicates green spheres) would flow into each other. No blue universe. No yellow. End, finished, over. LIZ (with a student's ear) That sounds like a scenario for the end of the world. OCK My girl, it is! It is. It would mean wiping out everything that's known... and letting in everything that's unknown. FLASH Isn't that a little dangerous? OCK Don't worry yourself, true inter- dimensional penetration is still purely theoretical, but one day... Maybe very near... maybe in the 21st century... INT. BASEMENT HALLWAY - DAY PETER, LIZ, FLASH and HARRY all take BOOKS from their LOCKERS. LIZ (whispers to Peter) Look, it's just... I don't know... when you and Flash go after each other like that... PETER (whispers) He's not my type. LIZ He doesn't have to be. PETER Check. LIZ And besides, he's not all bad. PETER looks at FLASH who's a few LOCKERS down. FLASH has taken a FOOTBALL from his LOCKER and is spinning it on his finger with great joy and concentration. PETER You don't get nicknamed Flash because you're a rocket scientist, Liz. LIZ Give it up, Parker. You'd die for a nickname like Flash. PETER Yeah, of embarrassment. KIM comes by and leans seductively by her LOCKER. KIM is a ripe one and hot-hot-hot! KIM (teasing) Hey, Flash... I'm scalping a pair of the Midnight Madness Wrestling Match tomorrow night. FLASH The Slammies??? I'd kill for that!!! KIM Would you pay $125? FLASH Well, uh, I... gee... if... can I tell you tomorrow? KIM (moving on) You snooze, you lose. Hiya Liz... LIZ Kim, you know Peter and Harry? This is my new roommate... Kim Nickson. KIM is pulling her pet, a foot long SALAMANDER, out of her LOCKER. She wraps it around her neck and turns to the boys. They go bug-eyed! KIM (interested) Hellooo, Peter. PETER (embarrassed) Hi... LIZ We're going to the Student Reunion Meeting. You coming? Peter looks at KIM. Wow. Then he looks at LIZ who's adjusting herself in a small MIRROR. HARRY jabs him in the ribs. Yeah, yeah! PETER (frustrated) I can't... I gotta go over to the Daily Bugle. I'm trying to sell some photos. KIM Soooh, a photographer...? PETER Just an amateur. Well... nice meeting you, Kim. KIM Yeah... I bet it would be. HARRY Can I be your date for the reunion ShooShoo? KIM No Jerk! HARRY (she turns to go) What did I say... LIZ It's not what you said, it's how you say it, ShooShoo! Everybody leaves and Harry is left alone, he throws his bag down. HARRY Damn! PETER turns to go and comes face to face with the hulking WEINER. WEINER Peter, Doc Ock wants to see you. PETER About my data I bet. WEINER I don't know. PETER He knows about my work on the Planetary Conjunction, doesn't he? WEINER (lies) I don't know. INT. CONTROL ROOM - DAY PETER enters wide-eyed behind WEINER. This place is a far cry from the experiment in the LAB ROOM. It's a fantastic netherworld to which no undergrad gains entrance. No one but PETER. OCK is sitting in a swivel CHAIR with his back to PETER. He has the look of Captain Nemo in his Nautilus. This is OCK'S domain. PETER Hello, Professor Octavius. (no response) I really admired your experiment. OCK (back to Peter) We have a lot of interests in common, Peter. Perhaps we should put our heads together, if you know what I mean... PETER (flattered) That would be... great. OCK (turns with a smile) Now you take the Planetary Conjunction. This Saturday night we will witness Saturn, Jupiter, the Moon, the Earth, the Sun... all in a row. Never seen within the memory of man, or measured for its effect. The total gravitational force must be quite exceptional. Isn't that the subject of your paper...? PETER Yes sir, I've worked out a new way to calculate the combined gravitational effect. OCK I'm a busy man, Mr. Parker. But I think I could find the time to go over it with you. Make sure it all... checks out. PETER Well... I'm sort of working with Professor Rosomorf and he suggested we kind of keep it between us. He thinks that my theory is... well, I don't know... OCK (to himself) The scoundrel... (turns angry) I want to see that data, Peter! PETER But Professor Octavius... if I knew you were interested... sorry, I've already given it to... Professor Rosomorf, and he is after all the head of our Physics Department... and I couldn't... OCK turns sweet again. He smiles too broadly. OCK Well, I'm certain something can be worked out. Run along, young man. PETER begins to leave. OCK Just a minute... how about if I show you my discoveries... something I never showed to any other student... as a matter of fact to anybody at all. PETER Well I am really flattered, I mean I'd love to... but I... OCK Very well shall we say if you come here tonight... PETER But Professor I don't now if I should... OCK Make it eight sharp... I'll be waiting for you... Right here... Peter looks worried then leaves. OCK turns to WEINER who slouches against the wall smiling. OCK The same academic world that's so keen to embrace that boy's undergraduate work, ridicules my anti-force theory as quackery. I ask you, Weiner... what is our society coming to? Ha! WEINER They are all a bunch of brainless assholes, that's what I say... OCK Weiner! Go get me that boy's data! WEINER Cost you fifty bucks. OCK (Weiner hissing) Just get it. We'll negotiate your fee when you have the data, alright Weiner? EXT. DAILY BUGLE - DAY Establish as ART DECO BUILDING well beyond its prime. A sign says: "The Daily Bugle." Peter enters the building. JAMESON (V.O.) Garbage! Absolute, 100% garbage! INT. JAMESON'S OFFICE - DAY Very forties, very messy. J. Jameson scans some PHOTOS as PETER stands helplessly by. JAMESON Bag ladies. I hate bag ladies. PETER Yes, sir. JAMESON is 50ish, grey at the temples, brush cut on top. He too is forties. His chewed up CIGAR is forties. This guy is a hard case. JAMESON (looks at the other photos) Little kids... I hate little kids. This is a daily newspaper. We need news value photographs, not artsy-fartsy shit! PETER Yes, sir. JAMESON comes to a picture of a BUSINESS SUITED MAN with a MOHAWK. PETER smiles in anticipation. JAMESON Kid? You want a pro's assessment? PETER Yes, sir! JAMESON (handing photos back) Your photos suck. (cigar for emphasis) Parker, my readers are morons. I gotta grab them by the eyes. Every time you press the button of that Nikon of yours it costs you fifty-five cents. So the next time you're about to take the plunge, ask yourself, am I taking dog bites man? Because if you are... PETER I know, I know. You want man bites dog... JAMESON Parker, this is the post modern 20th century. I want man eats dog! Get out! EXT. STREET - DAY A seedy east village walk up. Peter takes his camera and takes various shots of a wino. ALL IN. He climbs the stairs to his building, looks through the mail, he collects from a beaten down mailbox. PETER (reading) Rent! Rent, more bills, rent... electricity, bills... INT. PETER'S APARTMENT - DAY A one-room, shabby roof 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 50's dinette set are the only furniture. A grimy skylight leads to the roof. It's not a pretty place, but it has personality. A voice from the kitchen, a shadow of an intruder, is sneaking around. PETER There's nothing in there worth stealing! MAY (V.O.) (from within the kitchen) That's the understatement of the year. PETER Aunt May, you're trespassing. MAY (comes in) I was just so desperately bored... I thought I'd come over and make you dinner... PETER I am old enough to... to make my own-- MAY But I didn't feel like getting to know your roaches. PETER I'll introduce you. MAY Oh. And those foul chemicals in the pots... PETER I take pictures, remember? MAY Anyway, I've decided to kidnap you for dinner in Forest Hills... She grabs her coat, crosses back to Peter and tugs on his shoulder. PETER It's Friday night... MAY Yes. Do you have a date? PETER No. MAY Then come on. INT. LARGE COMPUTER LAB - NIGHT It is dark and empty except for COMPUTERS. Sitting at it, lit by the GLOW of its screen, is SOLOMON ROSOMORF (ROZ). As he works, a DOOR opens behind him. Someone walks quietly through the LAB. ROSOMORF keeps working. The intruder approaches... THORKEL (at his ear) Professor Rosomorf, what happened here? ROZ Someone tried to rob me of some paper... I suspect they were looking for that one. THORKEL What is it? ROZ (unruffled) Award winning stuff. (turning slightly) Peter Parker's data on the Planetary Conjunction. Damn lucky I hid it in my computer under another title. THORKEL My God, what's going on in our school? First Professor Octavius almost blows up the Physics lab... Now this. You report it in triplicate, of course. ROZ Thorkel, be careful when you talk to Octavius. Remember... the man is a very fragile genius. One day he'll bring us all the Noble Prize. THORKEL Rosomorf, the man is a very dangerous crackpot! Off screen the voice of the CYCLOTRON WHINE begins to build. ROZ That's him again. He's working day and night. THORKEL I tell you the man is very dangerous. (the whine grows louder) Come on Rosomorf, let's stop him before this building will explode. INT. CYCLOTRON ROOM - NIGHT OCK and WEINER are at work as before. OCK takes no notice of the TWO MEN who come in, nor the WORKER who comes in behind them and sets to work attaching a BIG LOCK to the door. THORKEL Shut it down, Octavius. OCK ignores him. WEINER touches OCK'S shoulder. OCK ignores him too. THORKEL You've blown half the circuits in the Science Center. OCK Call an electrician. THORKEL I have called the locksmith. OCK What... what is he doing. He points toward the worker who's working on the lock on the main door. THORKEL We have to shut your lab down and take a look at the lines. ROZ Please, Otto, we must lock it up. OCK (to Thorkel) You're denying me access to my cyclotron?! THORKEL You bet. OCK glares back and forth between the TWO MEN, the WORKER, and WEINER. Then he pulls BACK the RED POWER THROTTLE. The WHINE descends. The WALDOS pull back and dangle from their panel. The WHINE dies. OCK (contemplating) Okey, dokey... just give me till tomorrow. I want to clean up my papers. Tomorrow... Ha... Tomorrow you can have this room... ROZ Oh... well Thorkel... few more hours won't make a difference. THORKEL I hope. He signals to the worker to stop. INT. APARTMENT OF AUNT MAY AND UNCLE BEN - NIGHT The N.Y. Mets are playing baseball on T.V. PETER watches with his UNCLE BEN, a paunchy 65 years old in POLYESTER SLACKS and a COMFY OLD SWEATER. A N.Y. METS CAP is perched on BEN'S head. A BEER CAN is in his hand. A cluttered but familiar living room sprawls comfortably around them. BEN Another brewski? PETER No, I'm fine, Uncle Ben. BEN (at T.V.) Yah! Way to do it. Alright! (to Peter) You don't follow the Mets like you used to, do you, Pete? PETER No, not so much anymore. BEN Funny. When your Mom and Dad, uh, passed away... I had this idea... I wanted you to be the best baseball player that ever was. Geez, what ever happened to that? PETER Little league. BEN (soft and warm) Yeah... Babe Ruth you wasn't. AUNT MAY enters. AUNT MAY It's on the table! Turn off the TV! BEN nods, rises sluggishly and slowly, and turns the sound off only. PETER moves toward his AUNT in the doorway. AUNT MAY How's that girl you told us about, Peter? PETER Liz? She's great... But she has a boyfriend. INT. THE DINING ROOM - NIGHT PETER passes AUNT MAY and takes his seat. AUNT MAY A boy your age should have a girlfriend. PETER Aunt May... she has a steady boyfriend. AUNT MAY Peter, any girl that's worth your attention is of course gonna have a boyfriend... But if she really gets to know what you have to offer she'll... you get my drift? BEN Look, just leave him alone, okay. When he's ready for girls he'll be a holy terror. (winks) It's in the blood. (now serious business) Lookit, how are you fixed for money, Pete? Maybe I can help you out a little. PETER (lying to them) No, I'm alright. My scholarship covers almost everything, and I sell some photos here and there. Today my physics professor asked for some of my work... he wants to study my data. They might publish my work in the science magazine... that'll bring me some money... BEN (practically cheering) Publish your work?! You hear that May...? PETER (embarrassed laughs) Yeah, in fact I have to leave a little early tonight, to meet Professor Octavius... He offered me to be his assistant... BEN Whoa! Did you hear that May...? AUNT MAY Oh, Peter, you promised you'd spend the night... PETER I... I can't, Aunt May. Professor Octavius wants to discuss my new findings. AUNT MAY (disappointed) Peter, what you should be finding... is a nice girlfriend. INT. BASEMENT CYCLOTRON ROOM - NIGHT WEINER is eating a large SANDWICH and a drinking a COKE. OCK I'll show them... closing the cyclotron on me... Weiner! WEINER Yes, Professor... OCK Where is he? It's ten past eight o'clock... A KNOCK WEINER (with mouth full) That must be him. He opens the door. PETER Good evening. OCK You are late. (to Weiner) Weiner, go outside and get us something to eat. And don't steal it! Just buy it. I'll reimburse you. WEINER (to Peter) Do you want anything Parker? PETER No thank you, I just had dinner at my aunt's... OCK Piss off, Weiner! WEINER leaves. PETER wanders around. He goes into the experimental chamber, he overlooks the SPIDER which is scuttling away and crawls inside the open WINDOW... and into the chamber. OCK Okey, dokey, Parker... how would you like to take Weiner's place... I mean, be my assistant? PETER Well, Professor, that would be a great honor, but I'm already working with... OCK Rosomorf... that imbecile. Don't you understand, kid, that I am about to uncover the greatest discovery since Einstein came up with his theory of relativity... The "Anti-Force." PETER Wow! The theory of the Anti-force! You should go for the Noble Prize Professor... OCK Noble Shmoble, I am going for a much bigger prize kid. Okey, dokey. Let me show you, kid, what I got here. OCK begins the experiment. We move in past the shattered WINDOW. We see the SPIDER crawling on the chamber's GEAR. OCK Present maximum anti-force power to date is 38 percent of theoretical limit. I have patched in the variable particle-wave accelerator... (shrugs) I will now try to reach 50% power... (big breath) And if your paper has any value... I can use it to get the power I'm missing to create the anti-force, to break through and beat any other form of power in our or any other universe, capish! PETER Sorry, Professor, I can't do it. I gave my word to Professor Rosomorf. OCK is angry... Ock now sees the SPIDER. He shoots out a WALDO to try and crush it but the SPIDER is too fast. The WALDO slams against the wall of the chamber. He starts to push every button or switch in sight. A deafening whining starts. An URGENT WARNING TONE causes OCK to look at the "Relative Gravity" DIAL. It is at "4.999999KG" but suddenly the numbers start to tumble rapidly. INSERT: The glowing 5KG WEIGHT. INSERT: The POWER DIAL inches toward 50% POWER! OCK (screaming) 50 percent... anti-force... 50 percent... that's all I'm missing! Parker, we can be rich together! PETER Sorry... I'd better go now. OCK (really angry now) You'll be sorry, Parker. PETER leaves. Another URGENT WARNING TONE causes OCK to look at the monitor SCREEN. On it, flashing RED, is the word, "OVERLOAD!" OCK pushes the RED POWER THROTTLE forward! The WHINE increases to a PULSE and THROB. INT. EXPERIMENTAL CHAMBER - NIGHT Incredibly lit, the SPIDER is dropping on it's shimmering WEB-STRAND down toward the 5KG WEIGHT which now GLOWS in time with the THROB and PULSE. INT. THE CONTROL ROOM - NIGHT The MONITOR is flashing "MAXIMUM OVERLOAD - SHUT DOWN!" OCK continues with the experiment. And then he sees the SPIDER! OCK You! Get out of there, you creeping... He tries to shove the SPIDER with his hand. INT. EXPERIMENTAL CHAMBER - NIGHT Through the BLUE-WHITE we can barely make out OCK on the other side if the shattered WINDOW. He sends TWO WALDOS after the SPIDER. The SPIDER evades him and jumps onto the PROFESSOR's back. It then climbs onto the PROFESSOR's neck and bites him. OCK (anguish) Noooooooooooo! The gravity DIAL goes to .000001, then pops back up as OCK'S tiny world goes berserk. DIALS spin, crack, explode or droop liquidly. WIRES dance on the CONSOLE which erupts like the 4th of JULY. OCK begins to float. His shirt begins to tear away. A DIAL floats by with its pulled WIRES undulating like a Medusa. WALDOS smash through the walls and flail like snakes. OCK'S YELLOW THERMOS distorts and EXPLODES! OCK, his hair wild, face locked in a multi-G grimace, is pinned halfway up a wall that is showering the room with SPARKS. OCK (ecstasy above the din) It's an energy storm! Okey! Dokey! We see clearly the SPIDER still stuck to his neck. The big beast buffets and shakes. Tubes, junctions, valves and whatnot fall off, crashing to the floor where they twitch and writhe with a life of their own. Then, an enormous EXPLOSION rips a large hole in the CYCLOTRON's side, sending debris and a HUNDRED MICRO- STREAMS of ELECTRONIC PARTICLES lancing in our direction. INT. BASEMENT HALLWAY - NIGHT Ultimate weirdness! The PULSING BLUE-WHITE LIGHT penetrates first the DOOR of the CYCLOTRON ROOM and then the very walls! LOCKERS bang, LAMPS POP, the ceiling sags in a SURREAL, RUBBERY way. The WALLS sag too! The CYCLOTRON SIGN pivots and embeds itself in a WALL. A LADDER sinks in the WALL. The BLUE- WHITE LIGHT dances wildly about in PULSES. Then, suddenly, it stops... DEAD SILENCE. WEINER comes running in holding a double decker sandwich and a large bottle of Pepsi. Weiner enters OCK'S lab, singing, not at first noticing what's going on. Suddenly he stops dead. INT. CYCLOTRON ROOM - NIGHT A scene out of DALI's surrealistic canvas. There are things inside of other things. DIALS look like DALI watches. This place has been rippled to the max! OCK lays face up, unconscious on the floor, a WALDO across his chest. The SPIDER is weaving its web. CAMERA slowly DOWN to see OCK. PIPES and WIRES are stuck to his body. The WALDO seems to be wrapping him. He wakes up to see those MECHANICAL ARMS buried in his body. They weave around him as if they are looking for prey. He tries to tear them out, but they seem to be a part of his body, like his other limbs. He screams. Suddenly Weiner sees OCK. WEINER Professor... what happened to you? What did you do... Suddenly one of the waldos hits him so strongly that he flies back and out through the door to the corridor. INT. BASEMENT HALLWAY - NIGHT WEINER Oh my God... what happened here... He hears the police sirens approaching, he runs away. WEINER I better get out of here. EXT. THE EMPIRE UNIVERSITY - NIGHT The long SCREAM segues to a POLICE SIREN. A COP CAR pulls to a halt in front of the COLLEGE. Many NYPD CARS are already there, along with a NUCLEAR REGULATORY VAN, some AMBULANCES, a VAN from the ENVIRONMENTAL PROTECTION AGENCY and TWO TV VANS. ROZ runs across the lawn. POLICE STRUGGLE to hold back the crowd of press, students and general gawkers. J. JAMESON pushes to the front of the mob in time to see TWO COPS hustle a BUGLE PHOTOGRAPHER back into it. The MAN shakes his head. JAMESON throws down his CIGAR, stomps it, and pulls out a fresh one. THORKEL arrives to address the CROWD. THORKEL (through bull horn) There is no danger. Please go back to your dorms. I repeat, there is no danger. JAMESON (approaches him) Spill it out, Professor! The public wants to know! The CROWD closes on THORKEL. THORKEL Who are you? JAMESON Jameson, Daily Bugle, Chief Editor, now what really happened here? THORKEL There will be a press announcement in the morning Mr. Jameson... now if you'll excuse me. This elicits a flood of AD LIBS: "I heard a terrible explosion?" "Nuclear accidents?" "Meltdown?" "Genetic engineering?" "Are you guys making mutants in there?" THORKEL I have nothing to say... there will be an announcement. Now, please go home... everybody... we must clear the grounds... In the back of the crowd are PETER, HARRY, LIZ, FLASH and KIM. FLASH You think they'll cancel classes? HARRY They must... the whole building must be contaminated with some kind of poisonous gas. PETER How about nuclear contaminations? KIM My God... lets beat it. But nobody moves. LIZ (more interested in other things) Could anyone be in there, Peter? PETER (concerned) I don't know... Maybe Professor Octavius. He usually works late... FLASH That nut, I bet it was all his doing... JAMESON (seeing Peter) Hey Parker! Peter Parker! PETER pushes forward. PETER Mr. Jameson! What are you doing here? What's going on? JAMESON That's for them to know, and for you to find out. PETER But sir, they wouldn't tell us. You heard Thorkel... he said... JAMESON A press announcement tomorrow...! But we must know tonight Parker. This is your university, right... PETER Yes, but... JAMESON You got your camera? PETER Sure, but I can't-- JAMESON A hundred dollars says you can? PETER Yes sir! JAMESON Get inside and get pictures, fifty bucks. PETER You just said a hundred. JAMESON Seventy, but I want blood and gore. PETER (calling back) Seeya guys. He dashes off. FLASH shakes his head in dismay at this guy. LIZ Where is he going? JAMESON To make fifty bucks. EXT. SCIENCE CENTER - NIGHT PETER approaches a CYCLONE FENCE keeping low and out of sight. He leaps it like a skirmisher but fails ignominiously in a heap. He's torn his PANTS and cut his leg. He moves to the side of the building. A DUMPSTER sits next to a FIRE DOOR. It's locked. As PETER mulls over his next move, the LOCK clicks and the DOOR slowly opens. PETER leaps on the DUMPSTER... and falls in. INT. DUMPSTER - NIGHT PETER lays in the GARBAGE, a pained look on his face. He rolls over and comes face to face with a wet DAILY BUGLE. The headline reads, "Wave of Violence Rips City!" He pulls himself up and peers out. He sees a UNIFORMED GUARD hold the DOOR open for THREE MEN IN RADIATION SUITS who remove some weirdly fused objects. When they let the DOOR swing closed, PETER stops it by inserting the NEWSPAPER in the top. EXT. FIRE DOOR - NIGHT PETER squeezes inside and jumps to knock out the NEWSPAPER. The Door closes behind him. INT. BASEMENT HALLWAY - NIGHT Skewed, strange, surreal, PETER stares at the weirdness and fumbles with his CAMERA. He snaps off a few shots, then freezes when he hears a familiar voice. ROZ (V.O.) (filtered through face mask) Take it easy. Take it easy with him. THORKEL (V.O.) Take him away and never bring him back! Now we see ROZ and THORKEL following 2 GUARDS carrying OCK in a stretcher. They all wear RADIATION SUITS. A waldo sneaks out from under the sheet and hits Thorkel, as fast as lightning. He falls back. He's covered with a SHEET and attached to LIFE SUPPORT EQUIPMENT. Octavius moans. THORKEL What was that? ROZ What was what? THORKEL What hit me? ROZ What hit you? THORKEL I don't know. It was so fast. ROZ You're going to be fine, Otto. PETER gets off a shot and ducks into the MEN'S room leaving the DOOR ajar for a peak. A WALDO slips down from the SHEET. PETER'S eyes go wide at the sight. What in the hell has happened here? INT. MEN'S ROOM - NIGHT The URINALS are twisted in bizarre shapes. PIPES are exposed and spout WATER. The MIRRORS look like something out of a funhouse. PETER hears the STRETCHER go by. PETER goes to the DOOR of OCK'S Lab and cracks it. PAN up to the SPIDER, GLOWING softly, dangling from a SHIMMERING STRAND above PETER. As PETER looks out at the STRETCHER, the SPIDER drops on his neck. He reacts by swatting it away. Bad move. The GLOWING SPIDER now squats malevolently on the back of PETER's hand. He stares at it transfixed. It bites. PETER Ow!!! PETER throws the SPIDER to the ripply tile floor where it scuttles unsteadily out the door. Sweat starts to bead on PETER'S face. He shakes his head to clear it. His vision becomes uncertain. He lurches against a WEIRD SINK. PETER'S POV is not just uncertain, not just fuzzy, not just moving in and out anamorphically. It's all of that! GUARD (V.O.) (heavily distorted) Hey! What are you doing here, kid? PETER turns to see a UNIFORMED GUARD distorted by his crazy vision. PETER I feel a little funny... GUARD (heavily distorted) Yeah? Well, I ain't laughing. Get out... Just get out of here... EXT. FIRE DOOR - NIGHT It bangs open. The GUARD throws PETER out and then throws his BACK PACK at him. GUARD (still distorted) You get yourself over to the Police lines. PETER (ultra wooz) Right. Police lines. EXT. UNIVERSITY - NIGHT PETER melds into the crowd. As in a dream, JAMESON appears at his side. JAMESON (distorted) Okay, scoop, whaddaya got? PETER I... got pictures of the Professor... in there... it's so strange in there... so bizarre... JAMESON (winks) Good job, kid. Bizarre is what we need. Pick this up in the morning. (holding up his camera) There'll be two crisp twenties tucked inside. He hurries off. PETER peers after him and all of a sudden his vision corrects to a perfect focus. The sweat is gone. He's okay. He makes his way through the crowd to the street. We TRACK with PETER as the madding throng recedes behind him. He turns a corner. He hears a SIREN. An AMBULANCE screeches around the corner. It nearly hits PETER who leaps to avoid it. EXT. BRICK BUILDING - NIGHT PETER'S cheek is pressed against the brick. He opens his eyes and sees that he's hanging onto the side of the building like a spider. And he's three stories up! He looks down and sees the street thirty feet below him! And the Ambulance which he jumped over is driving away. He tries a downward step, but a BRICK dislodges and crashes to the sidewalk. He takes an upward step. And then another. Tentatively at first, and then with growing confidence, he "crawls" to the roof of the building. At the top he gropes for a RAILING and slips. He dangles eight stories above the street. Then, with a grunt, he vaults to the roof one-handed. EXT. THE ROOF - NIGHT PETER is flat on his back, staring at the stars. He sits up and looks wonderingly at his hands. On the back of his right hand are TWO PUNCTURE WOUNDS surrounded by a faint BLUE-WHITE PULSING GLOW. The GLOW disappears. PETER (mutters to himself) This is weird. My God, I feel so weird... He leaps to his feet. He flexes. Feels weird. Good Weird. In fact, great weird! He tries a couple of "jumping jacks" and on the third jump he soars into the air! PETER (exhilarated) Very weird. The great, bespangled, NEW YORK CITY is his backdrop as PETER jumps and turns and does loops in the air. With the agility and tactility of a spider, PETER leaps from the RAILING to a WALL to a FLAG POLE to another WALL where he lands sideways and sticks. PETER (sideways) Very, very weird. He leaps off the WALL and lands at the edge of the roof. He looks down. No one's looking back. So, he takes a step back and leaps the alley to the next roof. EXT. ROOFTOP SHACK - NIGHT PETER lands on it. The next roof is seven stories up and across the street. PETER bites his lip. PETER Well, what the hell!! EXT. THE TALLER BUILDING - NIGHT Backlit by a FULL MOON, PETER somersaults to the roof of the taller building, and misses the top! He sticks to the brick FACADE, upside down! He laughs with the moment. A WINDOW opens below him and a pretty BLONDE in a TOWEL sticks her head out. She looks this way and that, and all she sees is a MAN in a LOUD SPORTCOAT down the street. Never thinking to look up, she withdraws into the room. EXT. CHELSEA STREET - NIGHT The MAN in the LOUD SPORTCOAT leans against a LAMP POST and lights a CIGARETTE with a BEAT UP, SILVER PLATED LIGHTER. In the LIGHTER he sees a reflection of PETER leaping off the taller building. He snaps around and looks up in time to see PETER make it to the next FACADE. EXT. ROOFTOP MONTAGE - NIGHT With the UPTOWN SKYLINE behind him, PETER casts caution to the wind and leaps from rooftop to rooftop. Watching from the street, the MAN in the LOUD SPORTCOAT follows PETER'S progress. PETER leaps to a BROWNSTONE and lands amid the WASH. He leaps up to a TENEMENT and lands on a BILLBOARD across which he does a "bug crawl" and leaps again. He touches down on a PIGEON COOP and bounds up and out of frame again. The COOP OWNER, a LATINO in an undershirt and a YANKEES CAP, comes running out of the COOP. He's so surprised that he leaves the DOOR open and twenty WHITE MORNING DOVES fly away in a furious flapping, free at last. The LATINO lets out a stream of Hispanic expletives complete with all the appropriately obscene gestures. PETER slides down a CABLE to a LAMP POST, and swirls down the POLE to a PHONE BOOTH. EXT. PHONE BOOTH - NIGHT PETER comes face to face with the man in the LOUD SPORTCOAT. He gives PETER his CARD. REISS You're a kid who's going places, and I'm gonna point you the right way. PETER (reading card) Max Reiss, models, strip dancers, escort girls, blue movies... REISS Oops... sorry, wrong card. (exchanges cards) PETER Max Reiss, Talent management. REISS It's a big outfit. Got a lot of departments. PETER Yeah... well... why you approach me? I'm not... REISS Oh yes you are... very talented. The three questions of show business success. One do you think you possess a unique talent? PETER Well... REISS Two... what are you gonna do with it? PETER (not a clue) Well... I don't know. REISS (the clincher) Three... how much money you got in your pocket? PETER Ten. REISS You invest half of that with me and I'll make you a star. PETER (laughing) What are you talking about? REISS I'm talking about fame. I'm talking about fortune. I'm talking about the chance of a lifetime. How'd you like to be on MTV tomorrow night? PETER MTV...? Me? Really? REISS Taxi! It screeches to a stop. PETER Hey! REISS (getting in) Kid! Tomorrow night. Same place, same time. PETER (calling after) How do you know I'll show up? As the TAXI roars off... REISS (from the taxi window) Because you wanna be a star... everybody does. PETER pulls out a QUARTER. And enters a phone booth. He dials. PETER Hello? Aunt May? AUNT MAY (V.O.) (filtered) Peter? What time is it? Are you alright? PETER Well, no, I mean yeah I'm fine, but listen... Aunti, the craziest thing happened to me tonight. INT./ EXT. PHONE BOOTH/AUNT MAY'S BEDROOM - NIGHT As UNCLE BEN stirs fitfully AUNT MAY (lovingly) Does this have to do with a certain girl we talked about at dinner? PETER No, no, look, there was this radioactive experiment... I was poisoned! AUNT MAY You were what? PETER I was bitten by a bug. AUNT MAY Oh! I get it, you mean a love bug. PETER No... No... A spider... AUNT MAY Peter, did you at least talk to her? PETER Aunt May, listen to me. I got bitten on the hand... by a poisonous spider. AUNT MAY She bit you? PETER No. I was in the bathroom and... AUNT MAY Oh, you did it in the bathroom? Peter, this is craziness, why don't you use your bed? You're up all night. You're in the radioactive labs. You never take time to eat or sleep. Am I right? PETER Yes, Aunt May. INT. PHONE BOOTH - NIGHT AUNT MAY (V.O.) Did you eat something today? PETER Yes, Aunt May. AUNT MAY (V.O.) Okay, Peter go back to bed, and remember we love you. PETER And I love you too, Aunt May. (hangs up) And by the way, I got a mess of super powers today. Exit booth. He BANGS the PHONE BOOTH. Goes out and-- jumps lightly onto the phone booth roof. INT. HOSPITAL OPERATING ROOM - NIGHT OCK is prepped for surgery. GOWNED PERSONNEL hurry about with a feverish urgency. The CHIEF SURGEON checks the SENSORS attached to OCK'S head. These seasoned professionals are astonished and frightened. CHIEF SURGEON (whispers) Look at these brainwave readings. The mental activity is ten times of any normal man...! BRAINMAN (whispers) Equipment malfunction...? CHIEF SURGEON (whispers) Hell, yeah... his. (checks Ock's chest) My God... I thought I'd seen everything... SURGEON #2 (whispers) But this is beyond medicine. This is madness...! OCK lays bare chested, face up, all FOUR WALDOS splayed. He is a true cyborg. Part man, part machine. Part organic, part molybdenum steel. NURSE (leaning in, blitzed) It is so freaky... CHIEF SURGEON (stern for the staff's sake) Okay, lets stop yakking and get cracking. I want to go in at the upper thoracic. Then we'll work our way around. (slaps Ock's shoulder) Hang in there, man. INSERT: The WALDO nearest the slap moves ever so slightly. The triangular CLAW rotates a quarter turn and then turns back. The NURSE sees it and SCREAMS. CHIEF SURGEON (glares) Nurse! Number seven scalpel. Arthroscope stand by. Read out parameters in progress. Let's go in. You alright? NURSE Yes... Yes, of course. Everything's online. CHIEF SURGEON Scalpel! No... no... a larger one... the largest we have! She slaps a HUGE ONE into his palm. He takes a deep breath and goes to work. MASKED heads gather round him. The SCALPEL is poised at the line where skin meets steel. We make an incision. The INSTRUMENTS go crazy. WARNING BELLS and BUZZERS sound. HEAD NURSE Kill the alarms! BRAINMAN He's going off the chart! A WALDO flashes around the steel leg of the operating TABLE and clanks tight! CHIEF SURGEON Mop. Mop! Sutures and clamps! Hurry up! SURGEON #2 We're losing him. Defibrillate! A HEART MACHINE is rushed in. They work frantically. CHIEF SURGEON Zap him! BRAINMAN Stabilizing alpha waves... SURGEON #2 applies the CARDIAC SHOCK PADS. INT. HOSPITAL ROOM - DAY NURSE You have a visitor, Doctor... She leaves OCK and THORKEL alone. THORKEL (enjoying this) Octavius, I'm afraid I have bad news for you. OCK The cyclotron is damaged... THORKEL What used to be the cyclotron was permanently shut down this afternoon. OCK But my work! THORKEL Your work is a disaster! Look at yourself! OCK Myself? I don't matter. Nobody matters anymore. To enter a new dimension we must first destroy our own... THORKEL What are you saying? OCK gets off his bed throwing away his sheet waving with his 4 WALDOS and 2 arms. OCK Destroy life. Life is... insignificant. Bags of sleepy, sluggish flesh. What would you say? THORKEL Oh, my God, what are those horrible things sticking from your body? OCK (gets more and more excited) Thorkel, if I told you that for one moment in time I broke all the laws! For one brief glorious moment, I broke through to the other side. I saw... I felt... I became creation. THORKEL What on Earth are you rambling about? OCK Destiny!!! My destiny! I see it all so clearly now. Universal destruction, yes. All I need is the power... then I can destroy this illusion you call life. It is my destiny to lead us to the light! THORKEL You're a madman. OCK And you are a fool. I will end the universe as you know it. And in that final moment... I'll laugh my ass off while you're kissing yours goodbye! THORKEL (excited) Goodbye is right, Octavius... You're fired... sacked... canned. You are history, Doctor Octavius. And I couldn't be more pleased to be the first to tell you this good news... A WALDO shoots up and grabs THORKEL by the throat. He GASPS and SCREAMS silently as the telescoping WALDO lifts him off his feet. He rises until his head is just inches from the ceiling. THORKEL (his last words) Let me down Ock... you crazy... MONSTER! Let me down! Then OCK smiles and slams THORKEL'S head through the ceiling. PLASTER rains down. THORKEL'S legs scissor and kick and then go limp. OCK throws his dead body on to the bed, and covers him with the WHITE SHEETS. OCK Okey, dokey. INT. TAXI - NIGHT Through the WINDOW of the TAXI we see MADISON SQUARE GARDEN. As it pulls up, a sign reads, "Midnight Madness! MTV's Rock and Wrestling 'SLAMMY Awards!" The TAXI come to a stop. PETER (looking up at the sign) MTV Wrestling?! REISS (getting out) That's the place. Pay the man. MAX REISS gets out, he is carrying a BOX. PETER Look, Mr. Reiss... I'm not real interested in watching a wrestling match. REISS Who said anything about watching a wrestling match? You're here to win a wrestling match! PETER Me? You must be kidding. REISS hustles PETER inside. REISS You hop around. You know, the way you did last night. Your opponent gets tired. He falls down. The ref counts to three, you win, and we pick up a thousand bucks. INT. CATACOMBS MADISON SQUARE GARDEN - NIGHT We can hear the CROWD screaming at something in the background as REISS leads PETER to an employee WASHROOM and shows him the BOX. REISS You're really gonna love this. PETER Look, really, I don't know... REISS You don't have to know. I know enough for both of us. (pause) Change in there. PETER What is this? REISS A costume... something that fits your talent. Go put it on. I'm sure you'll like it. He slaps the BOX against PETER'S chest and all but pushes him inside. INT. WASHROOM - NIGHT PETER takes the suit out of the BOX. It is the SPIDER-MAN SUIT! He looks at it and shrugs. Then he begins to struggle into it. PETER is looking at himself in the MIRROR. He is dressed in all but the MASK. And he looks terrific! He flexes. He smoothes his hair. He's starting to get into it. INT. THE ARENA - NIGHT CRUSHER COLE is destroying an opponent. INT. THE CATACOMBS - NIGHT REISS winces as the CROWD CHEERS and BOOS. PETER (comes out) How does it look? I feel like it's Halloween. REISS Cover your face with the mask. PETER Why? REISS Mystery, my friend. Nobody should know who you are... INT. THE RING - NIGHT CRUSHER COLE is doing a big flexing number and the CROWD is going wild. There are MTV CAMERAS and SIGNS and BANNERS proclaiming the "SLAMMIES" everywhere. RING ANNOUNCER And now, a new challenger, for the thousand dollar fight, weighing in at one hundred and fifty pounds... from parts unknown! Here is the Amazing... Mysterious... Incredible Superman... REISS (snorts from ringside, hating the name) No, not Superman... Spider-Man... SPIDER-MAN!!! RING ANNOUNCER ...Spider-Man!!!!! The CROWD BOOS the slender newcomer who climbs awkwardly through the ropes. Rock music blares. TWIN REDHEADS in RED BIKINIS ring a bell. CRUSHER COLE and SPIDER-MAN circle. COLE is twice SPIDEY'S size. SPIDEY spots a TV CAMERA for the first time. He momentarily freezes. CRUSHER sneers the CRUSHER sneer. Then he charges! With the agility of a spider, SPIDEY leaps out of the way. CRUSHER comes back at him. SPIDEY leaps again, bigger! The acrobatics get more and more dramatic as CRUSHER COLE works himself up into a theatrical rage. Taunts erupt from the CROWD. OLD LADY Kill the sucker, Crusher! SPIDEY, really getting into it now, begins playing for the CAMERAS. HIPSTER (between two blondes) Whatsamatter, Crusher, can't you crush that bug? CRUSHER (to Spidey) Okay, Web Face, this is it! He misses SPIDEY again! HIPSTER Hey, Crusher, you need a insecticide! (his blondes titter) INT. LIZ/KIM'S DORM ROOM - NIGHT LIZ'S side is all schoolwork. KIM'S side is all ROCK POSTERS and STUFFED ANIMALS. LIZ is curled up doing homework. FLASH and KIM sit on the edge of the bed watching the "SLAMMIES" on MTV. FLASH Will you look at this Spider-Man guy! He is absolutely incredible! KIM Liz, get a load of this outfit! I wish I had it for the Halloween party... it's quite sexy. LIZ Will you two shush. I'm trying to work. INT. RING - NIGHT The match continues in an increasingly spectacular choreography. CRUSHER bellows at the SCREAMING CROWD. But there's a gleam in his eye. This is it! He charges. SPIDEY, playing the CAMERAS for all he's worth, leaps way, way up. But this time CRUSHER stops dead in his tracks. SPIDER-MAN comes back down into a forearm SMASH that sends him reeling into a corner. CRUSHER does a flying pin. 300 pounds. WOMP! The air leaves SPIDEY in a rush as CRUSHER covers him, smothering him. The CROWD goes WILD. REF One...! REISS Get up...! Get up...! REF Two...! Not realizing his own strength and panicky about being squashed, SPIDER-MAN throws CRUSHER COLE off him and up into the air. Way up! Reiss cheers... Spider-Man comes down and knocks CRUSHER for the first time. CRUSHER flies away and out of the arena, eight rows back! The HIPSTER sees CRUSHER coming at him and bolts from his seat. CRUSHER lands on it, in between the TWO BLONDES who break into utter hysterics. SPIDEY, surprised at his own strength, watches CRUSHER land. SPIDER-MAN (whispers to himself) Wow... REF Ladies and Gentlemen, history is made today, we have here the first man to win a thousand dollars against the mighty Crusher. The REF raises his hand in victory. The CROWD BOOS and DEBRIS rains down. But some in the CROWD CHEER wildly, recognizing the new sensation. SPIDER-MAN steps down from the right as REISS leads the CHEERS. PETER Max! Am I really gonna get a thousand... REISS We are going to get a thousand-- PETER turns with REISS and comes face to face with CRUSHER COLE. Two ominous beats. CRUSHER Hi, who are you, kid? PETER I'm Peter Parker. REISS He is Spider-Man, and I handle him... Whenever you want a rematch call me. Next time it's gonna be ten thousand, what do you say... Crusher? SPIDER-MAN Oh, look, Mr. Crusher, I'm really sorry about what happened in there. Really... CRUSHER Oh, well, I don't know what happened to me tonight... (measures his muscles) I really don't know... REISS I know... you lost. Big man you lost to the Amazing Spider-Man. EXT. CITY STREET - NEAR A HOSPITAL - DAY WE ARE TIGHT ON A NEW YORK JOURNAL TRUCK. On its SIDE BANNER is a PICTURE of SPIDER-MAN'S face. Headline: "Who is he? Mega-Smash Hits MTV!" The TRUCK pulls away and we see PETER, LIZ, HARRY and KIM standing on the sidewalk waiting to cross. PETER is rocking on his heels and smirking. PETER (indicating truck) You know who that is? LIZ (walking ahead) Yeah... he's some clown we saw on TV last night... boy does Flash think he's hot. PETER He does... KIM I love wrestling. HARRY Wrestling is all bluff. Do you really believe this little guy in a stupid Spider-Man suit beat the Crusher? LIZ Hey, we better rush... visiting hours will be over soon. INT. HOSPITAL CORRIDOR & ROOM - DAY The NURSE leads PETER and LIZ and HARRY into the room. NURSE Doctor Octavius? You have visitors. Doctor Octavius? We hold for a beat. When LIZ takes a step forward to look around we expect the worst. But nothing grabs her. PETER sees a pile of PLASTER on the floor. He looks up and sees the hole in the ceiling. LIZ and HARRY look up too. OCK is not there. PETER Ock is not here! LIZ My God, what happened? NURSE I'd better call the doctor! HARRY You'd better call the police! KIM screams. INT. CORRIDOR TO OCK'S LAB - DAY OCK, hiding his WALDOS under a white hospital robe. He stalls until he reaches the door. Then one of his WALDOS peaks out and snaps open the new locks on the door. INT. CONTROL ROOM - NIGHT OCK, in a white hospital robe walks through the surreal debris. Two WALDOS reach out and "sense" the ripples on opposite WALLS. He runs a hand through his hair. OCK What a wreck. What a useless, wasted wreck. Okey, dokey. We rebuild you, my damaged darling. Bigger, better, hotter! A world class, super cyclotron! He hears a NOISE behind him and reacts. And here comes WEINER. Bedraggled, shuffling through the CONTROL ROOM door. He eyeballs the incredible wreckage. WEINER There you are, doc... where have you been... whoa this place is messed up. OCK turns, WALDOS writhing. WEINER sees them and kind of ducks, remembering how he was hit by them once. WEINER (smirks) Whoa, doc! You look a little messed up yourself. OCK Where have you been, you imbecile? WEINER I went to the wrestling... OCK Wrestling... WEINER I went after the kid. You still want that Parker guy's data, don't you? OCK Well, did you get it? WEINER No, I followed him... but I lost him in the crowd. OCK Lost him? You-- WEINER I'll find him, Maestro... I promise... soon... maybe by tomorrow. OCK So how was the wrestling? WEINER Fantastic! There was this new wrestler... beat the mighty Crusher. You won't believe it... a nothing of a guy... calls himself this stupid name... the Amazing Spider-Man... would you believe it? OCK Spider-Man, huh? Well, maybe I'll just go and wrestle myself one of these days... with all my new arms... I'm sure I can beat Crusher or any other monster. Suddenly OCK throws out his WALDOS from under his long white coat, grabs WEINER and, lifts him up in the air, smiles cynically and with cruelty! OCK Will I beat him, this Crusher, will I beat him or not? WEINER No... no, please... I mean yes, yes... you'll beat him easily... let me down... Please... I'll do anything for you... OCK The Parker data... get me the Parker data, you hear?!!! EXT. PETER PARKER'S ROOFTOP - DAY A CAMERA is mounted on a TRIPOD facing us. A TIMER winds down and it CLICKS. REVERSE ANGLE - CAMERA'S POV. SPIDER-MAN is clinging to the side of a WALL. SPIDER-MAN And one like this... (changing pose) And one looking real sincere. The WHITE EYES narrow to a slit. CLICK. Suddenly he spots WEINER climbing onto his roof. He hides. WEINER tiptoes into the roof apartment. SPIDER-MAN jumps in and grabs him. SPIDER-MAN What are you doing here? WEINER I'm looking for Peter Parker. SPIDER-MAN Oh, yes... so why not use the front door? SPIDER-MAN throws him back onto the roof so that he almost slides over the edge. WEINER turns, facing SPIDER-MAN. WEINER Hey, I know you... SPIDER-MAN You do? WEINER I saw you crushing the Crusher. SPIDER-MAN You like wrestling? SPIDER-MAN jumps and reaches WEINER. WEINER I love it! You are the best wrestler I have ever seen... please don't hurt me! SPIDER-MAN picks up WEINER, throws him up to an antenna above the building, to which WEINER clings desperately. SPIDER-MAN circles the antenna. WEINER Oh, please... don't kill me. Please help me down. SPIDER-MAN Of course I'll help you down. I am Spider-Man... the good guy, am I not? WEINER Yes... yes, you are. SPIDER-MAN jumps to the CHIMNEY, picks WEINER up in his arms and whispers to him. SPIDER-MAN And by the way, Peter Parker does not live here anymore... SPIDER-MAN jumps with WEINER in his arms to the edge of the roof. SPIDER-MAN And tell the Professor he can't have Peter's data. Goodbye. SPIDER-MAN drops WEINER off the roof, three floors straight down into heavy bushes below. INT. ELECTRODYNE FACTORY SHOP - DAY A SIGN tells us so. A CLERK is double checking a long list of items OCK has ordered. CLERK Holy cow, whattaya building, fella, a cyclotron? (Ock glares at him) Okay... lets see here. Page three. We got 30,000 feet of 50-gauge copper co-ax... twin 550 XK transformers... cadmium accelerator rails, a half dozen... a GBC relative multi-phase transducer... and one yellow thermos. (finishes computation) That'll be $475,989.65... OCK Wrap it up... CLERK What about the money... or do you pay by credit card? OCK (a long beat) Cash! I'll be back soon. EXT. STREET - OUTSIDE OF A BANK - BACK DOOR - NIGHT An ARMORED TRUCK rolls by and stops. TWO GUARDS open the Bank's DOORS. Suddenly a WALDO smashes through the DRIVER'S SIDE WINDOW of the ARMORED TRUCK, wrapping around the DRIVER'S NECK and pulling him through the WINDOW. The SHOTGUN goes for his weapon, but a WALDO smashes in and pulls the GUN out through his WINDOW. TWO WALDOS shoot out and attach themselves to the REAR DOOR. BANK GUARD What's going on here? The WALDO knocks him over. OCK rips the DOOR off! The TRUCK is full of MONEY BAGS. OCK Cash! INT. JAMESON'S OFFICE - DAY A PHOTO ASSISTANT look on as JAMESON goes over PETER'S latest PHOTOS. They are his SPIDER-MAN shots. PETER Doesn't he look amazing in that one? Look, he's flying in the air! JAMESON I don't care if he flies to the moon. He's just another wrestler in a silly costume. Look at this, Parker, right off the wire. This is the guy who hit that armored truck this morning. They say he has metal arms... get me a picture of this character! PETER Metal arms? JAMESON Four of them. PETER Ock...?! JAMESON The web faced weirdo... He is a joke in a Halloween costume... don't make me laugh. He tears up PETER'S SPIDEY PHOTOS. JAMESON Now get out of here and don't come back without something I can use! PETER Yes sir... (stops, and turns back) JAMESON A mega baloney... A bug in blue tights... what next? PETER The Journal said he was a mega-smash on MTV... INT. CYCLOTRON ROOM - NIGHT WEINER is putting on a CLOWN SUIT. He fastidiously puts his ratty jacket on a hanger and hangs it on a PIPE. The PIPE turns into a snake. It is, in fact, a WALDO! OCK (turning from work) What do you think you're doing? WEINER I'm going to the Masquerade. It's Halloween tonight Doc, aren't you coming to the School Ball? Whoa, you could go without an outfit. A WALDO whips around WEINER'S throat... AARRRGH! OCK You're not going to any ball, clown. You're going to get me Peter Parker's data... WEINER I was almost killed on my last try... Look at all these bruises... OCK I don't care if you come back dead. Just get it! WEINER (croaking) Cost you a thousand bucks, if I get it. The WALDO coils tighten around WEINER'S throat. WEINER All right... boss please let go... P L E A S E ... OCK Just get it, Weiner. I'm running out of time. If you fail me again, you won't have to concern yourself with money anymore... DO YOU GET ME CLOWN?! WEINER croaks his assent. INT. CAFETERIA - NIGHT It is all dressed up for a party: LIGHTS, STREAMERS, GLITTER BALL, the WORKS! HARRY is dressed as a SPACEMAN; PETER wears his regular clothes. HARRY You should have worn a costume. I told you to wear a costume. PETER It's... embarrassing. HARRY There's Liz... LIZ is crossing the dance floor dressed as an INDIAN PRINCESS in an MINI-DRESS. PETER Yeah... ROZ, dressed as a COWBOY, ambles over. ROZ ... howdy partners. PETER/HARRY Hiya, Professor Rosomorf. HARRY Any word on Doctor Octavius? ROZ (falling in step) Nothing beyond what I read in the papers. I'm afraid he's not the same man we knew. You know, I've been digging through the notes on his experiments... PETER follows LIZ with his eyes. She takes a seat at a TABLE next to KIM who wears a HAREM GIRL outfit with the SALAMANDER around her neck. Next to KIM is... SPIDER-MAN! PETER'S eyes go wide. ROZ You boys must have had an extraordinary classroom experience. PETER (eyeing Spidey) Yes sir... oh... I'm going to be a little late with my paper on the Planetary Conjunction, sir... ROZ Whenever you're ready... I'll look at it. I know it's going to be an important work... and Peter, take my hat. He hands PETER an oversized TEN GALLON HAT. ROZ It is a costume party. PETER and HARRY make their way through the dance floor to the table. PETER can't take his eyes off SPIDEY. HARRY Look, there's Spider-Man! PETER Not the real one, I'm sure... HARRY You can never be sure... all kinds of crazy stuff can happen at a masquerade ball... PETER I bet I know who it is. As they take seats, PETER sees that SPIDER-MAN is trying to read the BUGLE'S sports section by party light. KIM waves. PETER nods and the BIG HAT falls over his face. PETER Hiya, Liz... LIZ moves to Flash, who's dressed in the SPIDER-MAN costume. LIZ Hiya, Peter. Who is in the Spider-Man costume? PETER It's a very clever outfit you've got there, Flash. FLASH Take a hike, asshole. LIZ (to Peter) How did you recognize him? PETER His pretty blue eyes give him away... HARRY Anyway, who'll be sitting with you at the Halloween Ball? LIZ (whispers to Flash) I wanna dance... Hey, Spider-Man... Shall we Flash dance? FLASH/SPIDER-MAN Hey, I'm reading the paper, okay? LIZ turns with a mild pout. Nervously, PETER ponders his chance. HARRY nudges him. HARRY Take her now, it's easy... HARRY turns to KIM and does a clanking shimmy in the SPACE SUIT. HARRY Wanna dance, Schechrezaa? KIM I'm pooped. LIZ I'm not... She reaches for HARRY'S hand. FLASH Holy jumping jelly beans, willya look at these pictures of Spider-Man? Wow! Is this guy great or what? LIZ looks. She shrugs. Then she shrieks. LIZ Hey, Peter! These are your pictures! FLASH Can't be... LIZ It says here "Photos by Peter Parker." PETER reacts, then looks over FLASH'S other shoulder. INSERT: There are three PHOTOS of SPIDER-MAN in the paper. PETER BLUSHES, smiling. FLASH (takes off his head mask) You know this guy, Parker? PETER Well, yeah... sort of... FLASH Wow... I'll give you anything if you introduce us. HARRY (to Liz) Will you grant me this dance...? LIZ joins him provocatively. KIM Hey, Flash-Man... Wanna dance...? FLASH Well, why not. PETER is left alone, PETER leaves toward the entrance. At the REAR DOOR a BIG LIZARD passes a NOTE to a DALLAS COWGIRL who passes it to a KANGAROO. The KANGAROO hops across the dance floor to the STAGE where he hands the NOTE to a YOUNG WOMAN in a BASEBALL UNIFORM. She climbs the STAGE where she is bathed in a SPOTLIGHT. She gets a DRUM ROLL from the band. There are some BOOS as the bad stops. YOUNG WOMAN Thank you, thank you. We have a special surprise guest tonight. (booo) The Empire State University Masquerade Ball presents... The "Slammy" winning star of MTV'S wrestling tournament... The Amazing Spider-Man! FLASH, amazed turns to LIZ. He points to himself and mouths, "Me?" (The REAL) SPIDEY drops from the ceiling and lands in a pose. The CROWD cheers. He does a flip to LIZ and extends a hand. The BAND starts up. LIZ demurs. FLASH (whispers firmly) Go ahead... go ahead! LIZ takes SPIDEY'S hand and they move slowly and sexily onto the dance floor. They do a short simple number. SPIDEY returns LIZ to FLASH. LIZ (to Flash) Come on... Flash... FLASH takes LIZ from PETER (SPIDER-MAN). LIZ and FLASH dance wildly. They finish to big cheers. The real SPIDER-MAN slides to center floor. The crowd backs away as SPIDEY spins out the greatest dance number in film history. He's all over the floor and on the walls and on the ceiling and on the GLITTER BALL. He takes LIZ and flies with her. He breaks the place up. Then drops in a pose. BIG CHEERS. LIZ stops breathless, very near to SPIDER-MAN'S face. LIZ (whispers breathless) Who are you...? PETER One day you'll know... LIZ (a long beat) You sound very familiar. PETER/SPIDER-MAN Sure I do... I'm your friendly neighborhood Spider-Man! He jumps away and disappears, leaving the CROWD aghast and LIZ in love. INT. BEN AND MAY'S FAMILY ROOM - NIGHT BEN is flicking through the channels of his TV, aggravated as usual. It's all ROCK VIDEOS! BEN (to May) What a bunch of crap. Goddamn rock and roll's screwed up the whole TV. He flicks off the set and turns to MAY who's asleep on the couch. He gently nudges her. BEN Come on, May. Wake up and go to sleep. EXT. TAXI - NIGHT It enters the EAST RIVER DRIVE. INT. TAXI - NIGHT As the city rolls by. SPIDER-MAN (fearful) Hey! Can't you go any faster? CABBIE What'm I in, a race? SPIDER-MAN (fighting his fear) I don't know... I get this tingling in my brain, like some danger is lurking just ahead. I'm worried about Aunt May and Uncle Ben... CABBIE Your family? SPIDER-MAN Well, they are kind of my parents. They raised me. I lost both of my parents in a car accident... please step on it! CABBIE Step on it... so now you want to kill yourself in another accident... not with me, Boychick. SPIDER-MAN But I'm telling you... I've got this-- CABBIE ... tingling... I know. And I got ulcers... Everybody's got something to worry about. SPIDER-MAN Please... Faster... Please. CABBIE Okay, you asked for it. EXT. THE STREET - NIGHT The TAXI skids and swerves like crazy, bumping into everything in sight. INT. BEN AND MAY'S BEDROOM - NIGHT A GLASS SHATTERS. AUNT MAY sits up in bed with a start. AUNT MAY What's that? BEN What? It's nothing... go back to sleep... (another crash) Oh, I'll go look. Go back to sleep. INT. BEN AND MAY'S KITCHEN - NIGHT WEINER is going through the drawers. He finds a nice BONE HANDLE KNIFE and pockets it. WEINER Hmmm... INT. BEN AND MAY'S LIVING ROOM - NIGHT BEN descends the stairs from the bedroom. He peers off into the darkness and pulls his ROBE tight around him as if to ward off some unacknowledged danger. EXT. TAXI - NIGHT TAXI driving fast through STREET. INT. TAXI - NIGHT CABBIE Some crazy kinda town, huh? You hear about that hold-up? The guy with the six arms? Hey, I see it all on this job. (a beat) What kinda outfit is that, anyway? SPIDER-MAN (panicked) Look, I'm really in a hurry. BANG! A BLOW OUT. The CABBIE fights the wheel to the side of the road. Then he turns to SPIDEY. CABBIE (sly) You said the magic words, we have a flat Boychick. INT. BEN AND MAY'S FAMILY ROOM - NIGHT BEN comes in and looks around. A long beat. Then a noise. BEN Mice... INT. BEN AND MAY'S DINING ROOM - NIGHT A very scared WEINER hides, eyes widening. WEINER takes the BONE HANDLE KNIFE from his pocket. It glints in the MOONLIGHT. He moves off. INT. BEN AND MAY'S KITCHEN - NIGHT BEN is looking for mice. He opens a closet. Nothing. He shifts around. Nothing. He moves off. EXT. 59TH STREET BRIDGE - NIGHT The CABBIE slowly changes the TIRE. Fearing the worst, SPIDEY gets out, looking for a ride. A TRUCK approaches. SPIDEY looks down at the CABBIE and then up at the TRUCK. CABBIE Hey! You wanna hand me that lug wrench? He looks up to see SPIDEY go by, stuck to the side of the TRUCK like a spider. CABBIE Some crazy kinda town... EXT. THE TRUCK - NIGHT SPIDEY stares at the lettering on the side of the TRUCK. It says, "Victory Sporting Goods." SPIDER-MAN (a thought) Sporting goods... INT. BEN AND MAY'S DINING ROOM - NIGHT BEN comes in quietly. He looks around. He opens a closet. Nothing. He hears a CRASH. He wheels. A SHADOWY FIGURE runs by a doorway! BEN takes off like a shot! INT. BEN AND MAY'S HOUSE - NIGHT BEN runs through the rooms. INT. BEN AND MAY'S FAMILY ROOM - NIGHT BEN flies in and goes right to the RIFLE on the wall. WE hear WEINER clattering around the house in the background as BEN goes to a drawer and pulls out a BOX of BULLETS. He begins to fight the BULLETS into the RIFLE. WEINER comes flying in and tackles him. They fall to the floor, four hands on the RIFLE. They scuffle. WEINER All I want it the kid's computer crap! BEN Let go before I blow your brain's out. EXT. FOREST HILLS STREET - NIGHT The TRUCK pulls away leaving PETER in a POOL of STREET LAMP LIGHT. He's wearing a FOOTBALL JERSEY and SHORTS and carrying a SPORTS BAG. He begins to run. INT. BEN AND MAY'S BEDROOM - NIGHT MAY hears a CRASH. She pulls the covers up around her chin in fear. BEN (V.O.) Let go! WEINER (V.O.) You let go! EXT. BEN AND MAY'S HOUSE - NIGHT PETER runs up and hears a SHOT. He runs inside. INT. BEN AND MAY'S FAMILY ROOM - NIGHT PETER runs in. He sees WEINER standing there with the RIFLE. They face off across the room. The moment hits PETER like a punch in the chest. PETER Uncle Ben! BEN (a wheeze) Peter... PETER rushes to BEN. PETER Oh my God... Uncle Ben... PETER tries to revive BEN, while WEINER runs out. INT. HOSPITAL WAITING ROOM - NIGHT PLASTIC FURNITURE, GARISH LIGHTING, CIGARETTES in the ASHTRAYS. AUNT MAY (a brave but fragile front) Ben gets through everything. He'll be alright. The doctors are... AUNT MAY and PETER embrace, leaning on each other for support. DETECTIVE (compassionate) Excuse me. You the nephew? PETER rises, nods. As AUNT MAY wipes away a sniffle... DETECTIVE Your uncle's a brave man. Apparently, the perpetrator was after something of yours. Your uncle didn't know what it was but he stood up to him anyway. You ought to be proud of him. PETER I am... how is he... A grim-faced DOCTOR walks slowly across the room to them... MAY stands up slowly. DETECTIVE Ask the Doctor. AUNT MAY How's my... how's my husband doing...? DOCTOR Mrs. Parker, I'm sorry. We tried. MAY collapses. DOCTOR Crash cart! STAT! The Detective pulls PETER gently away. The STAFF works on MAY. DETECTIVE Let the medics handle it. (pause) Look, if it makes you feel any better. We're gonna nail this guy. He crashed his getaway car. We got him trapped in a warehouse on Jackson. NURSE (to Peter) She's alright. She just fainted. We'll have to check her for symptoms of shock. If you want to wait, you can get some coffee on the third floor. PETER No, I... I think I wanna go out for some fresh air. EXT. WAREHOUSE - NIGHT COP CARS, COPS, SEARCHLIGHTS playing their BEAMS against the ACME CHEMICAL STORAGE BUILDING. GUNFIRE flashes from one of the WINDOWS. EXT. COP CAR - NIGHT ELITE COPS in BASEBALL CAPS are plotting strategy. COP #1 That place is loaded with solvents and chemicals. If we blast our way in, it's gonna go up like a roman candle. COP #2 We could go in through the fifth floor wash room. COP #1 What's that up there? Throw a light on that! COP #1 directs the BEAM of the SEARCHLIGHT. EXT. WAREHOUSE WALL - NIGHT SPIDER-MAN is climbing it, trapped in the GLARE of the SEARCHLIGHT. He freezes. COP #1 He's got a partner! EXT. COP CAR - NIGHT Every COP'S WEAPON is trained upward at SPIDER-MAN! COP #2 (on radio) We got an accomplice up there! And we got a clear shot. Do we have a go? RADIO (filtered) That's a go. EXT. WAREHOUSE WALL - NIGHT GUNSHOTS erupt around SPIDER-MAN and he skitters around to evade them. INT. THE WAREHOUSE - NIGHT Thinking they're shooting at him, WEINER shoots back. In the corner of his eye he sees SPIDER-MAN at a side WINDOW. He aims his rifle and SPIDEY ducks out of the way. The frightened WEINER moves to the side WINDOW to blow SPIDEY away. As he moves past the front WINDOWS he is lit by the SEARCHLIGHTS that play on his face darkly. SPIDEY leaps in at FRONT WINDOW and drops neatly behind WEINER, landing a pose. SPIDER-MAN (cold, hard) Say your prayers, Weiner! WEINER whips around and fires. SPIDEY leaps to avoid it and lands on a STACK of PAINT CANS. WEINER You ain't takin' me... Spider-Man... who ever you are... SPIDEY gathers himself tighter. He leaps. A second GUN BURST comes in behind him, Several PAINT CANS erupt in cascades of COLOR. SPIDER-MAN (hanging on ceiling) Hey, creep! WEINER aims and fires, several times. He is emptying his RIFLE. SPIDEY leaps away and lands on the top of a CASK marked "CAUTION-FLAMMABLE SOLVENT!" SPIDER-MAN (taunting) Try again. The CASK gives way and SPIDEY is plunged into the FLAMMABLE SOLVENT. WEINER smiles his stupid grin and takes aim. SPIDEY leaps out of the CASK and sticks to the roof BEAM. He's sopping wet. His hand slips down the BEAM as the SOLVENT works against his sticking power. He falls to the floor and scrambles behind some PAINT CANS. WEINER, crazed, fires wildly. One of the CANS EXPLODES. PAINT flows from it... burning! SPIDEY peeks out and sees a YELLOW RIVER OF FLAME creeping toward him. He sniffs his SOLVENT soaked outfit. He backs down a "corridor" of PAINT CANS. The YELLOW FIRE follows, now joined by a RIVER OF BLUE FIRE from another can. They're following the trail of SOLVENT he's dripping! He's trapped! COP (V.O.) (on bullhorn) This is your last chance, you two. Either you're coming out, or we're coming in! SPIDEY'S against the WALL! PAINT CANS to his right and left, and a RIVER of RED FLAME joins the YELLOW and BLUE as they creep toward him! He climbs backwards up the wall, face toward the BLAZE. The COLORED FIRES join and follow him up the wall! They're licking at his feet! WEINER (at the window) Stay back! (gun burst) Whoa... stay back down there! SPIDEY is inches from being torched. He sees a PIPE. He reaches out and grabs it. He swings out above the flames. But the PIPE begins to bend! The PIPE bends down... down... and then breaks! SPIDEY hangs precariously as WATER cascades out of the PIPE and puts out the FIRE. SPIDEY drops down and rest his head in his hands to collect himself. Then looks up. The GUN is at his head. WEINER Stand up, you. SPIDEY stands. COP (V.O.) You have thirty seconds to come out! WEINER You're my ticket outa here. Gimme that stupid mask! SPIDER-MAN hesitates. Then he begins to raise the MASK, but stops and shakes his head no. WEINER Then I'll take it myself. He reaches for the mask and SPIDER-MAN flips him across the room. WEINER lands in a CARGO net and becomes ensnared. SPIDER-MAN Well, look what we've caught in our web... WEINER Don't hurt me, man. Please don't hurt me... INT. WAREHOUSE HALLWAY - NIGHT COPS are poised at the door. A signal. They crash inside. INT. WAREHOUSE PAINT ROOM - NIGHT COP #1 Hold your fire! WEINER is hanging from the ceiling in the the CARGO NET. WEINER Get me out of this madhouse! He falls down, immediately encircled by the POLICE OFFICERS. SPIDER-MAN flies above their heads, crashing through the WINDOW and disappears into the dark of night. INT. CYCLOTRON - NIGHT A weird, flickering BLUE LIGHT dances around the hole in the CYCLOTRON. Then it cuts out. A HELMETED MAN pulls himself out of a HATCH. He flips up the HELMET. OCK is finishing putting together his new equipment. OCK (smiling) Okey, dokey. OCK goes about checking out the CYCLOTRON. It looks good. INT. CONTROL ROOM - NIGHT OCK starts flicking switches and reading DIALS, doing a "mission countdown" for his next experiment. This place has been "hot rodded" to the max. OCK (reading dials and numbers) Amperage, okay. Flux, 14. Negative variable differential... good enough. He shuts it down. The WHINE whirs down. OCK Okey, dokey... now all I need is Parker's data. Where the hell is Weiner? Damn it... I can't trust anybody. (throws his Waldo in the air) Only you, my babies... only you can I trust... Okay... If I have to do everything myself... I'm going to do it. (to his equipment) I'll be back... my babies... my new babies! OCK hides the WALDOS under his coat and leaves the room. INT. PETER PARKER'S APARTMENT - NIGHT There is more EQUIPMENT than before. PETER is deep at work. His SPIDER-MAN UNIFORM hangs on the WALL. There is a knock at the DOOR. LIZ (V.O.) Hey, Peter! Are you finished with my computer yet? I got a paper too, you know... PETER (panicked) Oh my God... oh, it's you, Liz... I didn't expect you... uh... give me a minute. He hides his SPIDER-MAN COSTUME. INT. THE HALLWAY LANDING - NIGHT LIZ waits impatiently. PETER (opening the door) Hi, Liz. Come on in. INT. PETER PARKER'S APARTMENT - NIGHT LIZ enters, looking around. PETER covers for this and that. LIZ What were you doing in here? PETER (looking around) Cleaning up. Come on. I'll get your computer. Where's Flash parked? He picks up the COMPUTER and turns to her, but she's already looking around the apartment. LIZ Flash didn't come. PETER (holding it) Oh. Well... how are you going to get it home? LIZ walks into the room. LIZ Taxi... I guess. She discovers the PRINTS of SPIDEY that PETER has taped up around the apartment. LIZ You must spend a lot of time with this Spider-Man guy... Peter! Don't you think you ought to unplug that! PETER looks and sees that he is tethered to the wall. Embarrassed, he puts the COMPUTER back down. PETER (embarrassed) I, uh, I'll go down to the corner... see it I can hail that taxi. PETER leaves. LIZ smiles. She likes PETER. Why is he so...? INT. HALLWAY - NIGHT A SHADOW of a MAN can be seen hiding. PETER does not notice him. INT. PETER PARKER'S APARTMENT - NIGHT There's a KNOCK at the DOOR. LIZ (crossing to it, wondering) Peter...? She is about to open the door when FOUR WALDOS smash through it, obliterating it. OCK stands in the shattered doorway, WALDOS writhing. LIZ Doctor Octavius...! You're... You're... (finds the words) You're so weird!... with those... what do you call those... OCK Waldos... Did you hear about Spider-Man? (moving Waldos like spider's legs) That's me... the real Spider-Man... now tell me, where is that jerky friend of yours... Parker? LIZ (protecting) Peter?... oh... he's not here. He's gone. I don't think he'll be back for awhile. OCK (running his Waldo in her hair) You wouldn't lie to your Professor now, would you? LIZ Of course not. Why would I lie about a thing like that? Really. He's... out. OCK We'll wait. OCK grabs LIZ'S HAIR with his WALDOS. LIZ What are you doing... let me go! Please... take those things out of my hair! OCK My Waldos, you mean. LIZ Whatever you call them... please... OCK shoots out TWO WALDOS. Simultaneously each grabs a CHAIR from different parts of the room and brings them to the TABLE. OCK Sit. She does. He does, too, and folds his WALDOS across his chest. OCK (chatty) He's a nice boy. A little nerdy maybe, but nice, wouldn't you say? LIZ Oh, I don't know. Maybe. He's very inexperienced. ONE of OCK'S WALDOS rests on the TABLE curled around the COMPUTER. LIZ lets her hand rest on it. OCK warms immediately. OCK You know, you're a fascinating young lady... LIZ Thank you... OCK You're so refreshing. You're so... LIZ Shocking...? OCK (gone to far) Oh, I wouldn't say shocking... LIZ I would! She sticks his WALDO in the ELECTRIC WALL SOCKET behind the COMPUTER! The CURRENT sizzles through him and he leaps up, WALDOS akimbo, like the "cartoon cat." LIZ runs out the door. OCK extricates himself from the current and gives chase. INT. HALLWAY - NIGHT LIZ burst from the DOOR. LIZ Peter...! She looks both ways for PETER, doesn't see him, and takes off! OCK bursts from the doorway and runs off after LIZ. EXT. THE STREET - NIGHT LIZ running as fast as she can, but OCK is gaining quickly. EXT. PETER PARKER'S APARTMENT - NIGHT A TAXI drives up and disgorges PETER. PETER Wait here... INT. PETER PARKER'S APARTMENT - NIGHT He walks in. It's empty PETER Liz? LIZ (V.O.) (screaming from the street) Peter! Help! Peter! PETER springs into action. He grabs his SPIDEY SUIT out of a drawer and starts taking off his clothes. EXT. STREET - NIGHT LIZ looks back and sees OCK CARTWHEELING toward her. She can't outrun him. She must hide. There's a CONSTRUCTION SITE on the right. She ducks down the alley next to it. INT. CONSTRUCTION ALLEY - NIGHT LIZ runs into it and finds herself trapped on three sides by a high CYCLONE FENCE. Behind her, OCK'S WALDOS stretch out like waterbug legs. He bug-walks into the alley and laughs down at her from his perch atop the WALDOS. OCK Peter Parker has something I want... And I'm going to have something he wants. She dashes past him and runs into the outboard CARGO ELEVATOR. INT. ELEVATOR - NIGHT She looks for the UP BUTTON and finds nothing! OCK, on his feet now, is on the wire mesh ELEVATOR CAGE in a flash. He tears the outer DOOR away. LIZ starts pressing KNOBS and LEVERS in panic. The LIGHT goes on. A WARNING BELL clangs. She finally finds the switch and the CAR leaps up just as OCK tears off its front door. LIZ, safe for the moment, watches OCK recede below, shaking the torn off door in a rage. EXT. CONSTRUCTION SITE - NIGHT Extending WALDO over WALDO, OCK climbs the ELEVATOR HOUSING chasing the rising CAR inside. EXT. CONSTRUCTION ROOF - NIGHT The CAR arrives and LIZ jumps out. She's on nothing but a narrow GIRDER! She tightropes on the GIRDER. OCK gets to the top. He looks across at her. She's stuck between two unfastened GIRDERS, at a dead end. He slowly telescopes a WALDO toward her. She's got no place to run, no place to hide. He grabs her by the BLOUSE and lifts her off the GIRDER. SPIDER-MAN (V.O.) Put her down, Ock. OCK looks across the street. There, on the top of a tall building, is SPIDER-MAN. SPIDER-MAN I know what's happening to you, Ock. I've been through a lot of changes myself lately. You have to listen to me. OCK (holding Liz) Who the hell are you? SPIDER-MAN Spider-Man. LIZ (seeing Spidey) Spider-Man... OCK That's a lot of crap, clown... I am Spider-Man, not you. (points to Liz) Ask you girlfriend. (to Liz) Tell him! SPIDER-MAN I'm a good friend of Peter Parker's Ock. Just like that girl you're holding. Now let her go. OCK thinks for a moment, then he begins to extend the kicking and screaming LIZ out over the street, ten stories up. OCK Let her go? What an excellent idea. If you do not deliver your friend, Mr. Spider-Man, yes. Yes, of course, I'll let her go. LIZ Put me down, you mechanical mutant! LIZ is having none of this. She kicks, she fights. She twists. She flails around, making things a little worse. The ground is yawning death beneath her. RRIIPP! PART of her BLOUSE tears away and LIZ plummets! SPIDER-MAN swoops down on a WEB-STRAND in his characteristic compound curve. He reaches out for the falling LIZ and misses her cleanly. The WEB is too short. LIZ (falling away) You jerk! He THWIPS her with a second WEB and together they swing to a HIGH GIRDER where he deposits her safe and sound. LIZ (straightening herself) Tell your friend Peter next time I'll get the taxi myself... OCK (screams) Hey... you jerk... you phony Spider-Man... Prepare to meet your death, bug. SPIDEY THWIPS a beam and swings across toward OCK. SPIDER-MAN (whispers) Actually, I'm rather fond of living... especially now... (he looks at Liz) He lands on OCK'S GIRDER and the two progeny of the cyclotron face off for the first time, ten stories above the street. SPIDER-MAN (a last appeal to reason) Octavius. Just stop and think. OCK I am thinking, insect. I'm thinking about exterminating you! SPIDER-MAN Okay, if that's the way you want it... Let's see what those chrome knuckles can do, Doc... A WALDO lances out and catches SPIDEY flush on the jaw. It knocks him to another GIRDER. SPIDEY hangs on and rolls over. He rubs his jaw. LIZ Great... SPIDEY gets ready to go into action and gets pummeled by another barrage of blows from above. OCK Now I must kill you, you cretinous clown. OCK throws a roundhouse WALDO that nearly knocks SPIDEY off the GIRDER. He's just barely hanging on. But SPIDER-MAN'S not done yet. He THWIPS a HIGH BEAM and swings into a better attack position. The two SUPER- ADVERSARIES engage in battle. With OCK swinging from his WALDOS like a metal monkey and SPIDEY swinging from his WEBS like, well, like SPIDEY, they clang and bang through the GIRDERS of the CONSTRUCTION SITE. OCK Once I dispose of you, Spider-Man, no one will be able to stop me. SPIDER-MAN Stop you from what...? OCK My destiny! OCK throws his biggest punch yet. SIRENS can now be heard in the street. SPIDEY avoids WALDO strike after WALDO strike. OCK eludes WEB after WEB. But SPIDEY'S agility soon has him turning circles. SPIDER-MAN Over here, Octopus! OCK That's Professor Octopus to you Spider Jerk! SPIDER-MAN Give it up, Professor. You'll never catch me! OCK takes three steps and soars through the air. EXT. BRICK WALL - NIGHT OCK, misjudging the leap, soars right past SPIDEY and into an alley! Screaming all the way... EXT. THE ALLEY - NIGHT OCK and TWO WALDOS pressed against each of the opposing walls. It's a tenuous grip. Then, very slowly, sparks flying from his WALDOS, OCK slides down into the alley. SPIDER-MAN So long, sucker. EXT. STREET - NIGHT COP CARS pull up. COPS leap from them. EXT. SIDE WALL - NIGHT OCK makes it down, sees the COPS, ducks out of sight. EXT. COP CARS - NIGHT The SEARCHLIGHTS go on. SPIDER-MAN swings back across the street to the CONSTRUCTION SITE. COP #1 There he is! COP #2 It's that Spider-Man! EXT. THE ROOF - NIGHT SPIDEY lands next to LIZ in a pose. Lit by the flashing BILLBOARD, he's weirder looking than ever. SPIDEY puts an arm around LIZ and extends a WEB SHOOTER. LIZ What do you think you're doing? SPIDER-MAN I'm rescuing you. With that SPIDEY leaps way out and he and LIZ swoop away on a WEB-STRAND. LIZ Thanks but nooooooooooo! EXT. THE COP CARS - NIGHT ALL WEAPONS point upward at SPIDEY'S movement. COP #2 He won't get away this time! COP #1 Hold your fire! He's got a girl. COP #2 Looks like he's got a hostage. EXT. WEB STRAND - NIGHT SPIDEY sees the WEAPONS aimed upward. He shoots out another WEB and swings off in a different direction. LIZ whoops with the G-force. LIZ Wait a minute. Where are you taking me? SPIDEY hounded by the Police, rejected by the girl. SPIDER-MAN I better just take you back where you belong. He shoots out another WEB. SPIDER-MAN Hold on tight. LIZ (Times Square) Where are we? SPIDER-MAN Open your eyes. They are standing on the ROOF of the CENTRAL TOWER of the EMPIRE UNIVERSITY BUILDING. LIZ opens her eyes. It's an extraordinary sight. LIZ (the Empire State Building) If you're trying to impress me Spidey, I want you to know I'm not easy. Okay, I'm impressed... now put me down, Spidey... put me down. SPIDER-MAN I like the way you say Spidey... Nobody calls me Spidey... now we go... EXT. DORMITORY - NIGHT They swoop down... and down... stopping on one of the building's SILLS, actually right in front of a WINDOW in the DORMITORY BUILDING. LIZ (Tavern on the Green) Wow... look, this is our dormitory. I can get to my room. Hey, wait a minute... there's Flash, if I'm not mistaken. SPIDER-MAN Liz? LIZ You know my name? SPIDER-MAN Liz, listen to me. There's something I have to tell you. LIZ Okay, put me down and we can talk, alright? SPIDER-MAN Do you know who I am? LIZ All I know is you're the Amazing Spider-Man... or better you're Spidey the good guy on the block... you're a weirdo in a clown spider suit. SPIDER-MAN And that's all you know about me? (a beat, a sigh) Okay, lets get your boyfriend. LIZ Which one? SPIDER-MAN How many do you have? I meant Flash. LIZ Well, Flash is not exactly my boyfriend... SPIDER-MAN He's not? Then who is? LIZ There's someone I like, but he's too shy to notice. (Flash appears) SPIDER-MAN Flash! FLASH Liz! (a beat) SPIDER-MAN!!! LIZ (to Spider-Man) You know everybody... Flash we have to call Peter! FLASH rushes right past LIZ to the WINDOW. There's a NEWSPAPER in his hand. FLASH Hey, they won't let up, man! (shows Daily Bugle) They keep calling you an accomplice in that burglary murder. But that's a crock, ain't it? I'm with you, Spidey, 100% SPIDER-MAN Thanks. FLASH (realizing) By the way, what are you doing with... Liz? SPIDER-MAN She needed a lift. FLASH Oh... okay! This calls for a beer! A lot of beer! SPIDER-MAN Thanks, but I have some business to take care of. FLASH Well... take care of that later. Wait here. I'll get the beer. He disappears. LIZ comes, tentatively, to the WINDOW where SPIDEY squats, desire and passion in his WHITE EYES. LIZ (accusatory) How'd you know this was Flash's place? SPIDER-MAN Peter Parker told me all about it. LIZ Peter told you all about Flash? SPIDER-MAN No... he told me all about you. See you later. (he jumps away) INT. DORM - NIGHT FLASH comes in with more BEER than a man ought to carry. FLASH Hey, where'd he go? Hey, Spider-Man!! But SPIDER-MAN has disappeared. LIZ (distracted) Peter told your Hero all about me... FLASH He would, wouldn't he... that jerk! EXT. PETER PARKER'S ROOF - NIGHT SPIDER-MAN lands on it. He drops in the SKYLIGHT. INT. PETER PARKER'S APARTMENT - NIGHT He drops into the room and pulls off his MASK. The place has been ransacked. COMPUTER DISCS are all over the floor. PETER pulls a file marked "Planetary Conjunction." He opens it. A piece of PAPER falls out. It says, "Kiss it goodbye, Wall Crawler!" PETER (whispers angrily) Octavius!!! EXT. EMPIRE STATE UNIVERSITY QUAD - DAY PETER is hurrying along. KIM in sunning herself wonderfully. PETER (hurrying by) Kim! Have you seen Harry? KIM Sure, lots of times. What a brainiac... PETER Yeah... have you seen him today? KIM No, un unh. LIZ (catching up) Peter...! PETER (keeps walking) Hi... have you seen Harry? LIZ No. What a night, huh? PETER (laughs) Yeah, that was some ride home... must have been pretty exciting. LIZ It was... okay. Look, I got two tickets to Les Miserables... wanna go? PETER Sorry... I'm really busy... I mean, not tonight... see you later. LIZ (thinking) Hey, Peter... how did you know about last night...? PETER What about last night? LIZ My exciting ride with Spider-Man... PETER Oh... Sorry... I gotta hurry... I have to find Harry... I'll see you later. LIZ Peter! PETER runs off. He sees a car approach and flags it. PETER Hey! Can I get a lift downtown? FLASH Take your shoes for a walk, Dork. FLASH gets out of his car, and crosses the lawn toward LIZ. INT. CONTROL ROOM - DAY OCK is hard at work. The room, still rippled, has been "hot rodded" to the max. Lots of jerry-rigged stuff has been added. OCK takes a sip from the THERMOS and flicks on the small TAPE RECORDER. OCK We are new inserting Peter Parker's data on tonight's Planetary Conjunction. INSERT: The COMPUTER SCREEN displays Peter Parker's name and ID number and the title, "The Planetary Conjunction and it's effect on Earth Gravity." OCK Yes, yes! Go on! Go on! INSERT: NUMBER SEQUENCES appear on the SCREEN. Then a GRAPHIC of the EARTH moving into line with SATURN, JUPITER, the SUN and the MOON. In the corner a NUMBER rises. OCK Enormous. It's enormous. (to recorder) The Parker calculations add 4% gravitational force at the moment of full Planetary Conjunction. (hits some keys) Adding this to present maximum power potential, I get... He looks up and sees the SCREEN a GRAPHIC "HOLE" opening up right through the EARTH! The widening HOLE is swallowing everything! OCK I knew it. I knew it! Universal destruction! It's doable! I am putting a countdown clock on the Planetary Conjunction now! A LARGE DIGITAL DISPLAY reads, "13:00:03." The last seconds count down to, "12:59:59!" OCK (playing the computer) Okey, dokey. Now let's see if I have enough power to drive this beast. He starts hitting KEYS on his COMPUTER. INT. PETER PARKER'S APARTMENT - NIGHT PETER is working on LIZ'S COMPUTER. There is a KNOCK at his brand new, unpainted DOOR. He hurries to it and pulls the KNOB so quickly (forgetting his own strength) that the whole assembly comes off in his hand. PETER (pulling Harry aside) I gotta remember to have that fixed. (opens the door) There you are, I've been looking for you all over town. HARRY What happened? PETER Where were you? HARRY I went to the wrestling, wanted to see that Amazing Spider-Man, but he didn't show up. PETER Listen, Harry something terrible happened. HARRY What? What? PETER My Planetary Conjunction papers... they were stolen... HARRY Oh my God... Are you sure...? Who would do such a thing? PETER Ock... HARRY Of course... but why...? PETER We have to find out, sit down. (indicates computer) I want to access Dr. Octavius' main program. I want to know about his experiments with the cyclotron. Can you do it? HARRY (starts hacking) I can try. I could access the system in the dorm. Okay. And through that I could crack the main line. PETER Alright. Now if we can just disrupt the Octavius file... HARRY Okay, let's try. HARRY cracks his knuckles like a safe cracker and bends to the task. The PHONE RINGS. PETER hits his jerry-rigged SPEAKER PHONE. HARRY keeps hacking. PETER Yeah? JAMESON (V.O.) Parker? Peter Parker? This is J. Jonah Jameson! PETER (looking over Harry's shoulder) Mr. Jameson, you got me at a bad time. JAMESON (V.O.) I need pictures of your friend, the Amazing Spider-Man. But I need bad guy shots, you got it? Lots of bad guy shots. We're gonna pin that insect to the wall. Whaddaya say? PETER hangs up. The DIAL TONE cuts off JAMESON. INT. JAMESON'S OFFICE - NIGHT Only he and the PHOTO ASSISTANT are there. JAMESON What about that kid? On the job already? INT. CONTROL ROOM - NIGHT OCK is pacing around the hot rodded room. He checks this and that. He looks at the COUNTDOWN CLOCK (06:00:10) and throws himself down in his CHAIR. He resumes his check- down. OCK Fusion cells...? All up. Internal temperature... okay. Risk? (a long beat) Acceptable. (another beat) Let's fly. He starts flicking on SWITCHES and DIALS. The WHINE whirs up. He throws the RED POWER THROTTLE. The POWER DIAL goes to 90! INT. PETER PARKER'S APARTMENT - NIGHT PETER and HARRY are at a COMPUTER. The LIGHTS flicker and dim. Then they go back on. PETER and HARRY look at each other and shrug. HARRY Got something! INSERT: DIGITAL CLOCK display: "06:00:03" PETER What is it? HARRY Let me see. It's some kind of countdown clock. PETER Countdown to what? HARRY I don't know, but whatever it is, it's only six hours away. PETER The Planetary Conjunction? HARRY Could be... PETER Or Doc Ock's end of the world experiment... Or both! HARRY Wait a minute. You're not telling me you think the world is gonna end tonight...? PETER You want to wait around till midnight to find out? HARRY No, but... PETER Let's see what else we've got. Another set of numbers roll up on the SCREEN. They are accompanied by ELECTRICAL SYMBOLS. HARRY What's that? PETER It might be a calculation of the amount of power he needs to create the hole between the force and the anti-force. HARRY That's a lot of energy. What could generate power like that? PETER The closest you could come is the New York City Subway System. Again, the lights flicker and then dim and they return. HARRY/PETER (together) We gotta talk to Professor Rosomorf!! INT. BROADWAY EXPRESS - NIGHT ROZ boards and takes a seat. There are the usual SUBWAY TYPES. A FAT WOMAN. A PIMPLY TEENAGER and his date, a TALL SKINNY GIRL in a PARTY DRESS. ROZ, making notations in a PAD, takes no notice of them. He sits down, closes his PAD, and taps a PENCIL against his chin. ROZ Plutonium... EXT. MAJOR INTERSECTION - NIGHT TAXIS go by. TWO LOVERS stroll. We hear a familiar WHINE. The "WALK" and "DON'T WALK" signs FLASH at the same time. BOY Make up your mind! The signs EXPLODE! The COUPLE stops in their tracks. The BOY looks at the GIRL. GIRL What's going on? An ARC of ELECTRICITY now shoots between the LIGHT PILLARS of the SUBWAY STATION on the corner. INT. BROADWAY LOCAL - NIGHT SPARKS fly by the window. ROZ, oblivious at first, is now stunned by the show. EXT. SUBWAY TRAIN ENTRANCE - NIGHT The ARCS of ELECTRICITY continue to rise. The STREET LIGHTS buckle and bend into weird shapes. WOMAN Oh my God! MAN Get back! Get back! EXT. INTERSECTION - NIGHT TWO TAXIS roar through the intersection and COLLIDE. The ETHNIC DRIVERS leap out and begin arguing. INT. TRAIN - NIGHT PEOPLE SCREAM and fall back as the TRAIN seems to change angles. EXT. SUBWAY ENTRANCE - NIGHT A building ROAR rises from the SUBWAY ENTRANCE. Then the sound of a TRAIN WHISTLE! The BOY looks down the STAIRS and has to leap out of the way as the BROADWAY EXPRESS comes highballing up the STEPS and blasts through the SUBW