SPIDER-MAN

screenplay by
David Koepp

revisions by
Alvin Sargent 4/18/2001
David Koepp 11/14/2000
Scott Rosenberg 8/14/2000

based on the Marvel Comics character

created by Stan Lee ·

and on a treatment by
Jam.es Cameron

SHOOTING SCRIPT
White - 10/11/00
Blue - 10/26/00
Pin.k - 11/14/00
Yellow - 12/4/00
Green - 12/18/00
Goldenr.od - 12/22/00
Buff - 1/9/01
Salmon - 1/15/01
Cherry - 1/22/01
Tan - 1/29/01
White - 2/5/01
Blue - 2/12/01
Pink - 2/15/0~
Yellow - 2/23/01
Green - 3/2/01
Goldenrod - 3/9/01
Buff - 3/22/01
Salmon - 3/28/01
Cherry - 4/11/01
Tan - 4/3.2/01.
White - 4/17/01
Blue - 4/18/01
April- 18, 2001
 --~-:
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 2. Rev.-Green 12/18/2000

0 2 INT. A SCHOOLBUS - DAY 2 *

IGRY JANE 'WA'l'SON'sface fills the screen, knockout pretty but
sad eyes, too sad for seventeen, looking out the window of a
yellow school bus.
SPIDER-MAN (V.O.)
fflat girl. Mary Jane Watson. M.J.,
to her friends. 'l'he woman I've loved
since before I even liked girls.
An a%Dl drapes around M.J.'s shoulders, FLASH 'l'BCMPSON,self-
assured, handsome, the high school Big Name. Be' s looking
across the bus, out the window, BONLINGwith laughter.
SPIDER-MAN(V.O.) (CON'l''D)
I'd like to tell you that's me next to
her.
We pu11 back, toward the front of the bus. Another KID.

SPIDER-MAN (V.0.) (CON'l''D)

Or even that.
Further back. Another KID, messily eating a jelly doughnut.
SPIDER-MAN (V.O.) (CON'l''D)
Beck, I'd even take him.
3 We turn, look out the window, see what they're laughing about. 3
PE'l'ER PAIUtER, 17, bespectacled and book-bagged, chasing after
the school bus, ta the derision of everyone aboard.
M.J. can't take it anymore. She jumps up, hurries to the
front of the bus and SBOU'l'Sover the laughter, to the DRIVER.
M.J.
Stop the b~s?! Be's been chasing us
since Woodhaven Boulevard!
~- 19
'l'here is a collective AWNNW
as the bus slows down.

AT 'l'BE FRONT,

Peter climbs onto the bus, breathless, limping.

PETER
'!'hanks • • • sorry. • • sorry. . . thanks .•.
Be eyes an open seat next to a GEEKYGIRL with a mouthful of
braces. She makes eye contact with Peter, moves her books to
occupy the vacant space. ._.,
---~----------------------------------

3. Rev.-Goldenrod 12/22/2000
3 CONTINUED: 3

0 Don't even
GEEKYGIRL
think about it.
Peter moves on. As he makes his way down the aisle, M. J. • si ta .
down next to Flash again, next to the window this time. When
she's not looking, Flash slides his foot out in front of
Peter's beat up sneakers. Peter trips and falls, hard, face
down in the aisle. More l~ughter. M. J. looks shaJ:ply at
Flash -- did you do that?
FLASH
(outraged innocence)
What?
On the floor, Peter lifts his head, looks up at Flash and M.J.
Flash is grinning, M.J. is staring down at him with pity.
Peter looks up at her, helpless, glasses dangling from one *
ear.
SPIDER-lGN (V. 0. )
That's ma. Peter Parker.
•.
4 EX'l'. QUEENSBORO
BRIDGE - DAY 4. .••,
··. ...

'l'ha yellow bus crosses the Quaensboro Bridge and heads

spectacular skyline of Manhattan.
5 EXT. COLOMBIA
UNIVERSI'l'r - DAY

clipboard, enters frame. '1'ha ··.. · ;.:/\r::;

students are gathered around the steps. Teen energy. Pater,· _.•_./'.f){(i-.
his camera hanging around his neck, stands alone. M.J. is with· ..'.,/:,~;~;·.
her girlfriends. ,..,, ;/ ;.\:/":-~
:~/,,.!:::
'l'E.7'CBEP
Okay, people, no wandering! .Proceed
directly up to the BNOCKIT THE BELL
OFF! up the steps and into the
building.
'l'hey all move slowly to steps. 'l'hay turn to sea:
A CBAtJFFEOR-DRIVEN
BENTLEY- POLLING TO THE CtJRB
Inside is BARRY OSBORN, seventeen,· sits in the back
to NORMAN OSBORN, mid-forties. Nonaan exudes power
Barry is slowly acquiring both.
6 INT. DAY

(~ BARRY
~ Dad, could you drive around the .. .or-:-··
corner.
\,i)\r~~. r_-.:f:,;
{~:-
 4. Rev.-Buff 1/9/2001
6 CON'i'INUED: 6

0 OSBORN
Why? The door's right here.
BAIUtY
These are public school kids. I'm not *
showing up to school in a Bentley. *
OSBORN
What? You want me to trade in my car
for a Jetta because you flunked out of
every private school I sent you to?
BAIUtY
They were not for me. I told you
that. It wasn't me.
OSBORN
Of course it
was!
(reaches for Barry's door)
Don't ever be ashamed of who you are.
BAIUtY
Dad, I'm not ashamed, I'm just not
what you ...
OSBORN
0 What, Barry?
BAIUtY
Forget it, dad.
Barry gets out of the Bentley.
7 Erl'. COLOMBIA UNIVERSITY DAY 7

PE'l'ER
(big lovely grin)
Bi ya, Barry.
BAIUtY
Bey, Peter.
Behind them the car door opens. Norman emerges holding
Barry's book bag.
OSBORN
Won't you be needing this?
Osborn hands Barry the bag.

- --::
 5. Rev.-Goldenrod 12/22/2000
7 CONTINUED: 7

0 HARRY
(moving around car to sidewalk)
Peter, this is my father, No%man *
Osborn.
· PETER
Great honor to meet you. *
Barry is looking off at M.J. who is making conversation with
her girlfriends about the arrival of the Bentley.
OSBORN
I've heard a lot about you. Barry *
tells me you're quite the science *
whiz.
PE'l'ER
Well, I don't know about that.
HARRY
Be's being modest. I told you, he's *
won all the prizes.
OSBORN
Anyone who can get Barry to pass
Chemistry shouldn't be modest.
PETER
Barry's really smart. Be didn't
really need my help.
HARRY
We have to go, Dad.
NoJ:man lays his paternal hand on Barry's shoulder, squeezes : ..
I•,.

::i ::•:..,
too hard.
OSBORN
I'm something of a scientist myself, ··)\{ff-'.
·you know.
PE'l'ER
.::ffi :·.:..:~·--
.:.•·;:
I know. I know all about OsC02:p. You -~-
·.-.::
::/>.,·
..
guys are designing the guidance and re- ,:·*
. . ·: :·_....:::·J

entry systems for the first shuttle. . *

mission -to Mars. Really brilliant. ,.·..;_::·,
*
. ~-
.. ·.,.-. -
~ '.

--\f,_;r:}i:~t.;.
:'~

--~•· ..- ·~C

 6. Rev.-Goldenrod 12/22/2000
7 CONTINUED
: (2) 7

0 Impressive.
OSBORN
Your parents must be *
proud. *
PETER
I live with my aunt and uncle, they're
proud. *
OSBORN *
What about your folks? *
PETER *
~ parents died when I was little. *
OSBORN *
I lost my parents as a young boy as *
well. *
"" BARRY
Which no doubt strengthened your iron
will to succeed, huh, dad? ··-*

BEY, *
.. -: ' ··-...
PETER
Nice
(moving away)
to meet you, Mr. Osborn. }:~~ ·-.•,- .
OSBORN
See you again.
BARRY .•·if:,t;
(moving fast up steps, passes
M. J. , smiles)
Bi. .C:;;
... ..;-· -·
_,

They walk in. Barry smiles at M.J., now in front of Flash •.

PETER . ?i:ftr
Ba doesn't seem so bad.
BARRY
Not if you're a genius. I think he
wants to adopt you.

'.'•
..)·:~:;it;
.....
........

. f' ..
 7. Rev.-Buff 1/9/2001
7 CONTINUED: (3) 7

0 Barry discretely
to say something.
calls Peter's attention to M.J., primes him *
*

BARRY (cont'd) *
Bey. *
(nods to M.J.) *
Say something. *
'l'hey approach. M. J. waits, feels the energy. Nothing comes. *
Barry steps in to fill the awkward moment. *
BARRY (cont'd) *
Bi. Bow ya doing? *
M. J. smiles. *
M.J. *
Bey. *
Peter does nothing, they continue on. *
BARRY *
Why didn't you say something? *
PETER *
I was about to. It wasn't the right *
moment. *
Pater manages to.look back.over his shoulder to where Barry's *
father still stands beside his car.
CLOSER SBO'l' 01' NOMGN

Looking off. Ba seems a lonely figure. Over him., we hear:

'l'OtJR GUIDE (O.S.)
'l'hara are more than 32,000 known
species of spider in the world.
8 IN'1' COLOMBIA GENE'l'IC RESEARCH INS'l'I'l'tJ'l'E DAY 8

'l'hirty-odd students and their teacher are led around a

cavernous laboratory by a 'l'OtJR GUIDE. 'l'hey pass a number of
large spider exhibits.
'l'OtJR GUIDE
'l'hey are in the order Aranae, which is
divided into three sub-orders --
Masothelea, Orthognatha, and
Labidognatha.
(l«>RE)
. .-.
 7A. Rav.-Buff 1/9/2001
8 CON'l'INUED: 8
'l'OOR GUIDE (cont' d)
All spiders are carnivorous, ravenous
0 eaters who feed on massive quantities
of protein, in liquid fo:cm, usually
the juices of their prey. Arachnids
from each of the three groups possess
varying strengths which help them in
their constant search for food.
Peter, the camera around his neck, keeps an eye on M.J. who. is
joking around with her friends. Flash moves to M.J., puts his
a:cm around her, nuzzles her neck. Peter winces and turns
away, back to the tour. M. J. sees Peter's reaction. She
pulls away from Flash, embarrassed.
TOORGUIDE (cont'd)
For examp1e, the jumping spider
family Salticidae, genus Salticus --
'l'EACBEP
Excuse me. Is anyone paying attention
to the genus Salticus?
(to Guide)
I apologize, go on.

1111:,_.
..
WI;:-: .
19
 8. Rev.-Goldenrod 12/22/2000
8 CONTINUED: 8

TOURGUIDE
The genus Salticus can leap up to
forty times its body length, thanks to
a proportionate muscular strength
vastly greater than that of a human
being.
Peter catches the eye of the Tour Guide and gestures to his
camera -- okay to take a few pictures?
PETER
For the school paper?
The Tour Guide nods. A few STODEN'l'Saround Peter roll their
eyes, one or two mutter "geek." Peter ignores them, raises
the camera. Behind him, one of Flash's CRONIESbumps Peter's
elbow on pw:pose, ruins the picture. Other kids laugh.
TOOR GUIDE
The funnel web spider -- family
Bexathelidae, genus Atrax -- one of
the deadliest spiders in the world,
spins an intricate, funnel-shaped web
whose strands have a tensile strength
proportionately equal to the type of
high-tension wire used.in bridge
building.
Peter raises the camera again, gets bumped again. Be turns.
Flash's Crony steps forward, threatening. A VOICE mutters
from nearby. . ~
• : • !•••
.
·.,· ~ • . : :

.:>.·•.·.;t"._
..·
··· ..·._;._, ,,
BARRY ..--~
·.·..•
Leave him alone.
Flash's Crony turns, sees Barry Osborn staring at him. .. ..,: - ,··-
. ... . .:_,:·. }""~ .:,~

FLASH'S CRONY.
Or what? .···~/(:<
·.. ·:~-~)~~:-ft••
BOY BURY (ALT. ) :. ·.~-.·~~. ·..•.- :· •·~
or his father will fire your Or my father will fire yo~ ·;~:
../: :-~ ·t

:father.· father. ,:ti.~: I

:i__.·:t~i\i
.~:
Laughter. ··...··-··.'W·.,
...:/(:-/~··:·r··
TEACBEP -.::
·.-..-.~~
(loud & clear) i-1\~Iif~;;
·:.. ! ~··;~~--t·.
;_~-.
The next person who talks is going to ._..·'/\\}{'t?,,~
·fail this course. I kid you not.
. ..,. E
·•-. '
.::if'?
• ; +:-
,• • .,!",:

; --~
..·. ·. ~.:·
 9. Rev.-Green 12/18/2000.
8 CONTINUED
: (2) 8

0 TOORGUIDE
The crab spider -- family Thomisidae,
genus Misumena -- spins no web to
catch its prey, but hunts instead,
using a set of reflexes with nerve
conduction velocities so fast some
researchers believe it almost borders
on precognition, an early awareness of
danger, a "spider sense. "
WXDER SHOT

They reach the center of the rotunda floor, where RESEARCHERS

work at computers surrounding an electron :microscope. Large
video screens around the room display giant images of the
microscope's area of scrutiny -- spider DNA.
· TOORGUIDE (cont'd)
OVer five painstaking years,
Columbia's genetic research facility
has fully mapped the genetic codes of
each of these spiders.
UP ABOVE THEM,

in the high arch of the rotunda, a single spider sits at the

center of a magnificent web, glistening in the light.
TOORGUIDE (O.S.) (CONT'D)
Az:med with these DNAblueprints, we
have now begun what was once thought
impossible -- inter-species genetic ~
transmutation. I 19
· DONN BELON, *
TOURGUIDE (CONT'D)
In this Recombination Lab, we use *
synthesized transfer-RNA to encode an
entirely new genome, combining genetic
information from all three spiders
into these fifteen genetically
designed super-spiders, the first
mankind has ever produced.
The class checks it out. Creepy-looking mutant spiders crawl
about in a glass tank~
M.J.
(wide-eyed, loving it)
Disgusting.
 10. Rev.-Green 12/18/2000
8 CONTINUED: (3) 8

0 Batefu1 little
HARRY
thing.
M.J.
I love it.
HARRY
Really? Me, too. *
'l'OORGUIDE
Just imagine -- if one day we can
isolate the strengths, powers, and
immunities in human beings and
transfer that DD code among
ourselves. All known disease cou1d be
wiped out. Of course, we' re nowhere
near ready to start experimenting with
humans, so for the moment we're
concentrating on these fifteen
spiders. Any questions?
PETER
(whispering)
Fourteen.
HARRY
Fourteen?
'l'0tJR GUIDE
I beg your pardon?
PETER
There's only fourteen spiders.
'l'OORGUIDE
No, there' s fifteen. Aren't there?
As he and the others turn their attention to the tank and
start counting the spiders, we drift up to the ceiling.
UP IN 'l'BZ RO'l'UNDA ARCH, * .
A spider' s web. The mutant spider is on the move, fingering *
its way across its web. It begins to drop.
DONNBELOW,
the tour group has given up on the mystery of the missing
spider and is following the Tour Guide. M.J. lingers for a *
moment, to check out her reflection in the glass of one of the
(~ ~~1 tanks. By herself, looking particularly beautifu1 in h~
~ light. Peter stares, mesmerized, snaps up the OJ'POrtunity. *
 11. Rev.-Buff 1/9/2001
8 : ( 5)
CONTINUED 8

0 PETER
Can I take your picture?
(she turns, surprised)
I need one with a student in it.
She hides a smi.le. Poses, having fun. She loves the camera.
M.J.
Don't make me ugly!
PETER
Impossible. Right there. Good!
Above him the spider descends. Be snaps the picture of M.J.
PETER (cont'd)
And one more.
Be snaps again but she has turned away moving to her waiting
friends.
PETER (cont'd)
Thanks.

The spider continues to drop, straight down upon Peter's right

0 hand.
PETER (cont'd)
Ow! .

Be shakes his hand, hard, flips the spider off of him.

Peter looks at his hand. There are two tiny red marks where
the spider sank its fangs into his skin. Peter bends down,
looks at the spider on the floor. · It's dead.
Peter stands again, rubbing his hand. From. across the lab, we
see him, silhouetted before the huge electron microscope
display screens, where swirling strands of DNA molecules
combine, detach, and recombine.
9 OSCORPINDUSTRIES DAY 9

A gigantic industrial complex out on Long Island. Smokestacks

belch black nastiness into the air. Huge red neon letters
that spell OSCORP tower over the gate. A VOICE comes over:
SIMKINS (0. S.)
General Slocum and the others have *
already started -- *

""··
■.f.::.•
 ,·~-
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.... ~ :.·...
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 14. Rev.-Buff 1/9/2001
10 CON'l'INUED
: (2) 10

0 OSBORN
Back to foz:mula?!
Back to Stromm. Be could kill him with his bare hands.
GENERALSLOCtJM
Mr. Osborn, this department has missed
seven consecutive delivery dates.
After five and a half years of R&D the
United States government has a right
to expect the super-soldier you were *
contracted to deliver. *
OSBORN
These are quantum leaps in science, *
gentlemen. We are unlocking the *
secrets of human evolution. I never *
said it would be cheap or fast, only
groundbreaking.
GENERALSLOCtJM
I'll be frank with you, I never
supported your program. We have my *
predecessor to thank for that. *

u The General
BALKAN
has given the go-ahead to
Quest Aerospace to build a prototype
of their exoskeleton design. They
*
*
*
*
test in two weeks. *
GENERALSLOCtJM *
If your so-called PerfoJ:mance *
Enhancers haven't had a successful
human trial by that time, I will pull
your funding and give it to them.
l'ARGAS *
Noz:man, we are not going to lose this *
contract. *
All eyes turn to Osborn. So what are you going to do about
that?
11 EXT PARKER BOUSE LA'l'E DAY 11

'l'he Parker house sits indistinguishable among other lower

middle income houses on a cozy Franklin street.

'•
II i:~•..
.. .,..,
19
 14A. Rev.-Buff 1/9/2001

0 12 IN'1' PARKERBOUSE - LIVING ROCM/KI'l'CBENAREA LA'l'E DAY 12

BEN PARKER, a kindly man in his sixties, is changing a light
bulb, standing on a chair, reaching high, stretching
precariously. !G.Y PARKER, a frail woman the same age as Ben,
moves into the doorway to the kitchen. *
AUN'l' !G.Y.
Why aren't you using a ladder, you'll
fall and break your neck. Wait for
Peter to do that.

-- ,J;
(~ia:l
~
.. - ....,

1o
\
 15. Rav.-Buff 1/9/2001
12 CONTINUED: 12

0 UNCLEBEN
(the light bulb in, the light
comes on)
"God said let there be light." Voila, *
80 soft glowin' watts of it. *
Starts getting down, still holding burned out bulb. *
AtJN'1' lGY
Good boy~ God'll be thrilled, just *
don't fall on your ass. *
UNCLEBEN
I'm already on my ass. When the plant *
senior electrician is laid off after *
35 years, what else would you call *
it •.. Of course I'm on my ass. *
AtJN'r lGY
Band me that bowl. 'l'he green one. *
Ban hands her a pot, looks at classified page open on the
tabla.
UNCLEBEN
Corporations, ~irin' people left and
right so they can have a few billion
more. What do they know about
standing on a stool, screwin' in a
light bulb?
lGY
AtJN'r
Ban, you'll get another job somewhere. *
UNCLEBEN
(gesturing to paper - moves to *
dining room, sits) *
Well, lats sea. *
(reading from paper) *
Computer analyst, computer designer, *
computer engineer, computer ... *
(he sighs) .*
I'm 68 damn years old. I have to *
provide for my family. *
AUNT lGY
(moves to him, embraces him, *
kisses his cheek)
I love you. And Peter loves you.
You're the most responsible man I've
ever known. W.' ve been down and out
before but somehow we survive. Where *
is Peter, anyway? Be's late. ....., *
11.
.../::-·
.J
_;.

19
 16. Rev.-Buff 1/9/2001
12 CONTINUED : ( 2) 12

Aunt May starts for the kitchen as the front door opens. *
Uncle Ben quickly flips the paper away from the want ads.
UNCLEBEN
Bere he is.
AUNT 1'aY
Just in time for dinner.
UNCLEBEN.
Bow was the field trip?
PETER
.•. don't feel well •.• gonna go to
sleep ...
AUNT 1'aY
(moves to table) *
You won't have a bite?
Peter looks at her, surprised, is she psychic?
PETER
(staggering upstairs)
. • • no thanks • . • had a bite. *
UNCLEBEN
Did you get soma good pictures Peter? *
PE'I'ER
. . • qotta crash. . • everything' s
fine ...
Bis bedroom door SLAMS.
UNCLEBEN
What's that all about? *
AUNT 1'aY
(moving toward the base of the *
stairs) *
Be's a teenager. *
UNCLEBEN
Be's depressed. *
AUNT 1'aY
Be's a teenager. *
. UNCLE BEN *
I better go up. *
...,
 . 16A. Rev.-Buff 1/9/2001
12 CONTINUED : ( 3) 12.

0 Stay put.
AUNT lG.Y
He'll let us know if he
*
*
needs help. *

. _,

7,-..
 17. Rev.-Green 12/18/2000

13 INT PETER'S BED~ LATE DAY 13

Peter drops to his knees in his bedroom and clutches his
abdomen in pain.

PETER
(gasping)
Help ...
Be falls to the floor, writhing in agony. Be looks at the
spot the spider bit, which is now completely red and swollen. *
Drenched in sweat, he starts to shake uncontrollably with *
chills, trembling violently, face pale, eyes black and sunken,
teeth chattering. Bis eyes roll up into the back of his head
and he passes out. Under the lids, his eyes flicker crazil .
A14 EXT PARDR BOOSE DAY A14

Morning of a new day. A vezy new day.

14 IN'l' . PETER'S BED~ DAY -
~
I
ls
14
Peter wakes up, morning sunlight streaming through his window.
Be hasn't moved from the position·he collapsed into on the
floor. But as he orients himself, he seems to feel better.
Carefully, he stretches his legs, takes a few deep breaths.
Definitely better. Be sees the alaJ:m clock .. Be's late. · Be
grabs his glasses. Puts them on --
-- and walks right into his chair, stumbling to the floor.
Be gets up, puts his glasses on again. Looks into a mirror on
the wall. Be squints, everything' s fuzzy now. Be takes them
off, it's 20/20. Be tries once more -- on, off. Be can see. *
PETER
Weird.
Be shrugs and takes off his tee shirt. Be walks away from the
mirror. Bold on the empty mirror, then:
Peter jumps back in front of it, aghast. Bis chest is that of
a Greek_ god. _ Nothing_ o~clon.Et, n9~ a J:,c,~ builder' s chest,
just a perfect one. Peter tries something, flex.is h1s pees.
They jump like cheerleaders.
Peter SCREAMS.
Be checks out his body. Incredible. Puny Parker no _more. *
There's a mfOCK at his bedroom door.
 18. Rev.-Buff 1/9/2001
14 CONTINUED: 14

0 Peter?
AON'l' !G.Y
Are you alright?
(0. S • )

PE'l'ER.
Fine! I'm fine. Just fine!
AON'l' !G.Y (0. S • )
Any better this morning? Any change?
Peter tosses his glasses in the trash can.
PE'l'ER.
Change! Yes ! Yes . . . big change!
Be turns to grab his clothes. Through the window sees M. J. ·in
her bedroom finishing brushing her hair. She picks up a purse
and darts out of view.
Peter throws on his shirt and moves quickly out his door.
15 15
16 DAY 16
Peter comas bounding down the stairs and leaps over the
bannister, landing with acrobatic grace behind Uncle Ben. Ba
sees the breakfast Aunt May has prepared on the table, goes
for it, eats what he can get as he grabs his backpack. *
PE'l'ER.
Bi. Gotta go. *
UNCLEBEN *
We thought you were sick. *
PE'l'ER. *
(mouthful of food) *
I was. I got better. *
AUNT !G.Y
Sit down dear. *
PETER *
can•t. See you later. *
UNCLEBEN
Don't forget, we're painting the *
kitchen today. Home right after *
school, right? *
PETER
Sure thing, Uncle Ben, don't start
without. me . · _., *
 18A. Rev.-Buff 1/9/2001
16 CONTINUED: 16

Be's out the door, full of energy, hoping to meet up with M.J. *
AUNT MAY *
What was that about? *
UNCLEBEN *
Be ate my bacon. *
17 M.J. Is BOUSE DAY 17 *
Peter comes out his front door just as M.J. leaves hers. Ber
father, MR. WA'l'SON,a hungover guy of forty or so, SBOtJ'l'S
after her. Mrs. Watson behind him.

19
 19. Rev.-Tan 4/12/2001
17 CONTINUED: 17

0 MR. WATSON
I don't care what your mother said.
It' s not okay with me. You' re trash.
You' 11 always be trash. Just like
her.
M.J.
I have to go to school.
MR. WATSON
Who'.s stopping ya?
MRS. WATSON
Leave her alone.
M.J. runs to the sidewalk, holding back tears.
Peter hurries after M.J.
18 EX'l' ANOTHER STREET DAY 18
Peter paces her, on the opposite side of the street. She
doesn't see him.
PETER
Talk to her ... talk to her ...
But he doesn't, because he notices M.J. is wiping away tears.
A BO:RNhonks and a car full of her girlfriends pulls up next
to her. Peter watches as M.J. 's face transfoJ:mS, she puts on
a mask of happiness and jumps in. ·
Peter watches as the car ROARSaway. She eludes him again.
Peter runs, top speed, chasing the bus again. Be reaches out,
to the side of it, to pound on it, get them to stop.
Bis hand touches a "GO WXLDCATS!"school banner that's pinned
on the side of the bus. But as the bus accelerates, his hand
sticlcs, tears the banner right.off the bus.
What the hell? Be tries to unstick his hand from the banner,
but every time he frees one hand it sticks to the other. Be *
tries everything. Wrestles with it, wads it into a ball to *
throw it. Nothing doing. Frustrated, he bends down, puts a *
foot on the banner and stands, thus freeing his hands. *
·Be looks at his hands, confused but happy to be free of the *
banner. Be takes a step and quickly learns otherwise. The *
banner is stuck to his foot. Be tries to shake it free, but *
his feet get tangled in the banner and he crashes to the *
ground. ·'"' *
 -20. Rev.-Tan 4/12/2001
18 CONTINUED: 18

() *
~'

A19 QaT A19 . *

19-21CNIT 19-21
22 CNIT 22 *
23 EX'1' MIDTOWN
BIGS DAY 23
IaDS hang out. The BUZZERcontinues, they move inside. *
24 INT CAFETERIA DAY 24

Peter approaches a table with an absurdly overladen tray of

food. Be sits. M.J. moves past him on her way to her group.
As she passes, she slips, her feet fly out under her. She's
about to crash hard.
Peter's spider-reflexes
are at work and he moves - lightning
speed - up and out in front
of her, catching her tray wi.th his
left hand, and dropping his right shoulder just enough for her
to grab onto. It's one of the most graceful moves we've ever
seen.
She regains her balance, looks at him, impressed.
M.J.
Wow. Great reflexes!
Peter shrugs, freaked out, he can't believe he did.it either.
She takes her tray back from him.
M.J. (cont'd)
Thanks.
PETER
No problem.
M.J.
Bey, you have blue eyes. I never
noticed without your glasses. You
just get contacts?
PETER
Uh-huh.
She waits for more. Nothing comes.
M.J.
(:::"i:\
~ell, see ya.
~
Be blew i.t again.
 20A. Rev. -'l'an 4/12/2001.
24 CONTINUED: 24

0 She turns and walks off, across

over her shoulder, smiles--
the cafeteria. She looks back

--and then sits at a crowded, popular table, right next to

Flash Thompson and her girlfriends. ·
Peter sits back at his· table. Be begins to eat. Actually he
begins to chow. Thirsty, he sets his fork down. But it
sticks to his hand.

-.r:
 21. Rev.-Goldenrod 12/22/2000
24 CON'l'INUED : ( 2) 24

0 Be tries
strand
to pull it free with the other hand, but a long
stretches from his hand to the fork. It dangles.
gooey *
Peter tries to separate fork from strand. Nothing doing.

Ba tries harder. AN0'1'BER STRAND shoots out, from his other

hand. '1'his one flies out, to the table across from him, and
macKS onto a GIRL's tray. She doesn't notice, as she's
talking to the FRIEND on her right, and wouldn't touch that
gross food anyway.

Shocked, Peter stands up and backs away, whipping his a%Dl

back, trying to pull free of the strand. But his movement
yanks the girl's tray off the table, sending it.flying toward
Peter, who ducks, and it sails over his head.

Finally, the strand comes free. Relieved, Peter turns --

-- and sees Flash '1'hompson wearing the girl's lunch. M.J. is
covering her mouth, laughing at Flash, but trying to hide it.
Peter swallows, and it's one of those swallows you can
actually bear.

FLASH . ,• . .....;:,:.:.:;
Parker?!
(have you gone insane?) ;--.,·:...
...::...';{({~;?::
.... ..
Horrified, Pater turns and hurries out of the cafeteria. : -, ~

'•~:;f
! 25
Just outside
HALLWAY

row of lockers, breathing

the un&lrsides ·of his wrists,
DAY

the door of the cafeteria,

bard,
Peter
surreptitiously
trying to figure
stops next
checking
out what's
:.·_;\f~'
-~/1-...,~
to a - · 'i.C?:_-_'.
out .. >t?·.i',:
· ·'' .,,·:·, ·
going on. ' :':f .~<t-;-
I
l'or the first
hi.a skin, one
time, he notices
on each wrist.
two almost .invisible slits in
'l'hose were not there yesterday .• _ ...·:~!····:
1.~f~·-
Be drops hi.a ums and pulls his shirt sleeves down over his·-· ~··;;·Li
.. . ;
wrists as far as he can. ·· ·:>}J~
:Ji
Suddenly, hi.a features jolt as he's slammed with the strangest·,'-:;•'~':'.·1'>
.. ·
feeling he's aver bad. Be doesn't know it yet, but -- ·.??~·r;.1
·._o;::j~

*~Z!~;~=t!!'"c1a
PETER'S SPmER.-SENSE :

. :. ~'.~-~
i ., .:,:;. •

::::~·· :'f. .._.

..••

·:<·'

~::~a; a1owa .,::4!i

And what he seas in back o£ him is a ~J:ST, F~sh
fist, closing in on the back of Peter
Thomps~ • s ·
s head 1n slow motion. ·:;f??}:\';'
\f(itf
{~
· As. quick1y as it turned on the Spider-Sense 81dt;""8s off ~. :-'hli)
! i/'":::
..
";~·.-.~:t
 22. Rev.-Goldenrod 12/22/2000
25 CONTINUED: 25.

BAC!C IN REAL TIME,

Peter whips around and darts to the side, a split-second ahead
of Flash Thompson's thrown punch, which BANGSinto a locker
where Peter was standing.
FLASH
Think you're pretty funny, don't you,
Freak?!
M.J.
(running in)
It was an accident!
PETER
I 'm sorry. It really was •
FLASH
My fist breaking your teeth, that's
the accident.
Two of Flash's cronies close the classroom doors on either
side of the hall, to block the view of the teachers within.
PETER
I don't want to fight you, Flash.
. .~ ~i·t.~it~~:}~~~
.. ~t
·,.... ··:•':!!-.;;_(:j+··=·
FLASH_
I wouldn't want to fight me neither.
A crowd fo~ around them. Flash takes two more swings, but
again Peter evades them -- and fast. Flash is puzzled. :" .· ,·.

Sensing an attack from behind, Peter suddenly ducks. One of .

Flash's cronies, who was sneaking up on him, is left grabbing _:::::::,··
air. Peter stands, flips the guy off his back. \ I : --:..::_ i

A crowd fo~ to watch. Barry Osborn, coming down the hall

from the other direction, joins them..
·.;: ";·· ·.·.
Zn.raged, Flash ROARSand lunges at Peter. Peter ducks one, •• ·' ..... I
two, three, four punches, never even moving his feet, just
darting his torso around so fast he creates a motion blur.
Barry, impressed, gives a look to the person standing next to
him, who happens to be M.J. Barry turns back to the fight, ~ .~- .
then does a double take back at M.J. She returns the look.
, M.J.
Barry, please help him.
BARRY
Which one?
• !·" ~ •• 1.;;
. ::·.'.·~·
 23A. Rev.-Goldenrod 12/22/2000

0 A27 EX'l'. R.OOF'l'OPS DAY A27

Peter leaps with abandonment, over alleyways from rooftop to

rooftop.

.' ...
-~··t;,.:r,

..q_
~
,.,

' ..- . ,
""',;.··

...:..•~··•.<
.. . . ~..,~-..

·•:}}J,\
....:.:.;f-{.-~--'.;.~·-
__
-
....··.·:·:.
:,:~?/:-~,;:-:··
. . -':':}4·<:~~::;_
...:-:::
. ::_
..~--
::··:.;t--~-:
.
)·,':.\:.

..
..}t:~!t
._·, : ...· ·:_,.-;::;·_

.:ill
..;.· ..
 24. Rev.-Green 12/18/2000

27 ROOF'l'OP DAY 27
Be pu1ls up short at one rooftop. It is too far to the next
one. Be looks down at his wrist, sees the narrow slits. Gets
an idea. Be turns, points his wrist at a taller building
across the alley.
Be wiggles his wrist, tries to get the goop to spray out. But
it doesn't come. Be makes a fist. Nothing. Be closes his
thumb and litt1e finger together. Nothing. Be rotates his
hand so the palm faces up, extends all five fingers, and
brings his ring and middle fingers toward his palm, together.
'l'JIIIIP!

A single strand of webbing shoots out from his wrist, straight

up. Peter frowns, tries to direct it more. 'l'his time the
webbing flies across the alley and sticks to the side of the
other building.
Peter tugs on it. It's tough. Be pu1ls harder. Can't break
it. Be wraps one hand around it, double strength, closes his
eyes, mutters a prayer -- ·

e -- and jumps off the roof.

Be clings
Be sails through the air, comas in
for a landing on the side of the other building
there with his hands·and
-- SPLA'l'!
feet, face crushed against
the brick. Learning hurts.
28 NJ:GB'l' 28
Pater comas into the kitchen at home, late, exhausted,
confused. Be sniffs the air, smalls something funny.
Ba touches the wall, comas up with paint on his fingers, and
notices the buckets and drop cloth folded in the corner of the
room. Be sees a note on the ladder:
''Meatloaf and vegetables in the oven.
Charry pie on the shelf. We've gone ~-19
to play bridge at the Anderson's."
PETER
Ah, shoot ...
A SHOUTfrom next door distracts him. Be goes to the window.
TBROtJGB'l'BE WINDOW,
ha can see M.J. 's house, just across the narrow driveway. Be
can see silhouettes moving in their windows, a man, a woman,
and a teenager, SBOU'l'INGat one another. ·.,..,
 25. Rev.-Green 12/18/2000

29 EXT M.J. Is BOUSE NIGHT 29

Outside, M.J. BANGSthrough her screen door and walks into her
postage-stamp back yard, trying to ignore the chaos inside
that house. Inside her house.
She's angry, ready to cry, yet able to hold it back. She
turns and SEES Peter standing in his yard, other side of the
fence. Be's caught·w~tching her.
PE'l'ER
(embarrassed)
Oh. Bi.
M.J.
Were you listening to that?
PE'l'ER
(rattled)
No! Yeah! I heard something, but
wasn't listening. To what?
M.J.
I guess you can always hear us. *
PE'l'ER
No. I was just taking out the trash. *
M.J. *
You always do your chores, don't you
Peter?
PEDR
Well •..
M.J.
I'm sorry we do that all the time. *
Your aunt and uncle never scream.
PE'l'ER
Oh, they can scream pretty good,
y'know.
M.J. *
So .•. where to after you graduate? *

PE'l'ER
I thought I'd go into the city, get a
job as a photographer, work my way
through college. What about you?
. -. ...
 26. Rev.-Green 12/18/2000
29 CONTINUED: 29

M.J.
Beaded for the city, too. I can't
wait to get out of here. I thought *
I ' d. . . Oh, I don ' t know ... *
PETER·
Try me.

M.J.
I want to .•. act •.. on stage. Be an
actress.
PETER
Bey, that's great, you were really
awesome in all the school plays, Mary
Jane.
M.J.
Really? *
PETER
Yeah. I cried like a baby when you *
played Cinderella.
M.J.
Peter, that was in first grade.
PETER
Well, even so, you know how sometimes ~- ls
you can know something, like what's
going to be. Like feel what's around
you, what's coming?
M.J.
Sometimes.
PETER I
And you can just see things coming
that aren't exactly there, but you
just believe.
M.J.
What do you see coming for you?
PETER
I'm not sure, but it feels like
something I never felt before,
whatever it is.
M.J.
And what for ma?
-..-.:
 · 27. Rev.-Goldenrod 12/22/2000
29 CONTINUED: (2) 29

PETER
You? You're ... why, you're gonna ... *
light up Broadway. *
Silence between them.
M.J.
Y'know, you're. taller than you look.
PETER
I hunch.

She reaches out, puts her hands on his biceps. Wow! She
straightens him up.
M.J.
Don it. Bunch.

Bis heart is going a million miles an hour.

Suddenly we're interrupted by loud shouting again from M.J.'s

house. A .horn honks.

In the driveway, Flash in his new car. M.J. peers around the
corner of the house. - .
,,·
\ ·.·•

FLASH
Bey M. J. Come take a ride in m.y
birthday present?

She's torn, turns back to Peter.

M.J.
Thanks, Pete. I gotta go.

She grins, waves and goes. •·:.·• .•.,-· ,,..

:S·.¼
• ·.~: ·:• •• ~ ,'. :,-~--'!';!'i: ~ ....
~
:-r_._·:,_:~~•>.·:
Peter watches as Flash shows the car to M.J., oohs and aahs. · •· . · :/i/i,,·:/{
Flash puts .do~ the ~. . They h~ inside and SQUEAL away,. slut· <ti.:~/{{
laughs, her hair blowing in the wind. . ·..::..::
?-}:+
:i:-::~
.:__.:,--·:\:?::::~
Pater watches the car disappear. Looks downcast. Ba thinks a:·-·'.'.''.:'·t-
··
:=:: ~~:i:: !!:.U:o~~;li:es a muscle. A GREA'l',
BIG-;:-_->:
aa'l' ·)iJ':;~
·._:
. ,-~-:r~
30
31 ·
INT Pmn· s l!BDROQ( m= . · -.C
Bis bull~tin board with snapshots ha' s taken at school avant•._::< __
;/.,::
-a~
and of his Aunt and Uncle. A framed PHOTO OF BIM AS A 4 D:Aa ·... ::,~
OID 1IXm BIS M1rBBR AND' FATHER. ':-- _t~f:
.' ..,~.
 28. Rev.-Green 12/18/2000
31 CONTINUED: 31

0 A newspaper CRINKLES open to a big

looks at them wistfully. Be turns
ad for used cars. Peter
the page, sees another ad:
Attention Alllateur Wrestlers!
'l'1IREE THOUSAND DOLLARS
For just three Jlli.nutes in the ring!
Colorful Characters a NUSr !

Peter RIPS the ad from the paper. Be has a plan. As he

contemplates it, we FEA'l'URE behind him two other snapshots:
M.J. at the museum - one posing, the other of her walking
away.
32 IN'1' PETER'S BEDROCM NIGHT 32

On a sketch pad, Peter's hand draws the outline of a human

figure and various costume possibilities. *
Be draws a pair of wings on the figure.
PETER /Si:·ls
A spider with wings?
.....
Be crumples it up, starts over. Be tries antennae, hates it,
crumples that up too.
Be draws soma web-type lines over the face and azms, draws the *
eyes. Large, jack o' lantern ovals, with upturned edges. *
33 IN'1' PETER'S BEDROQ,f NIGHT 33

Two empty glass bottles stand on a bookcase on the·far side o~

Peter's bedroom. SPLAT! A web strand fires toward them,
misses by a mile.
Peter, sitting on the opposite side of the room, frowns and
tries again. SPLAT! Another wild miss. Be looks down at his
wrists, thinking.
A34 IN'1'. HALLWAY NIGHT A34

Aunt May at his door with a bunch of laundry. She knocks *

AUNT MAY *
Peter? What's going on there?
PETER
(opens door a crack, peeks out) *
Exercising. . • not dressed, Aunt May. *
AUNT MAY
,rell, don't catch a cold.
B34 INT. PETER'S BEDROCM NIGHT B34
..
29. Rev.-Goldenrod 12/22/2000·
B34 CONTINUED: B34

0 Be closes the door revealing the room is full of webs. Be

decides to make the web shooter.• 'l'akes a pad, sketches it.
34 A!ID'l·BER 'DAY 34 *
Sparks fly. Peter has dismantled several Zippo lighters,
watches, and assorted old jewelry and is silver-soldering them
back together in a new way. Be picks one up, blows on the
solder. Happens to glance out the window -- sees M. J. 's
silhouette. She's dancing, acting, being free.
35 LA'l'ER, :cN '1'BE BEDROa«,. NIGB'l' 35
Peter picks up the finished contraption and puts it around his
wrist, right over his biological spinnerets.
Be turns his chair, aims his wrist across the room, now with
the bracelet. Ba takes aim and --
-- SP.LA!l' ! Scores a direct hit on a can of ·Jolt Cola on the
nightstand. Be spins around, fast, in the chair, and fires a
web under his a=i, as if snuck up on from behind.
SNACK! Bits a plaster lamp, snags it. Yanks it towards him, ':.' •. t'-'.

he ducks. It hi ts the wall. SIIA'l"l'ERS

! ., -·
·..: ··.'...~~-
~ ..\ ,_.:_.'.,,..:
.-~.-·.:
Ba spins again, fires a double-barreled
glass bottles.
blast at those two
Both of them hit, sanding the bottles flying ..-/iX:}
. . . ._:..·
against the wall, where they SIIA'l"l'Ellnoisily.
~ ~

.
... ., ' ...

Pater is thrilled. But there's a POtJNDING.on the wall. '::~-:::t

UNCLE BEN (O.S.) ::..•~?:
What are you doing :i.n there?! ~ ii> ..~·
PE'l'ER ~- \\:~
Studying! Bard.
36
A37 EX'l' OSCORPINDOS'l'RIES NIGB'l'

Even at night, OsCoz:p's stacks spew foulness into the air.

37 IN'l' OSCORPLAB NIGB'l'
3;~Y:
..·-_~:~_~
-- the OsCoz:p lab, deserted, dark at this hour, except for one .L//' .
area. It's the glass-walled isolation chamber we saw earlier,. j:1:1:;~/i
glowing ominously in the middle of the floor. Inside it, we .. :7~ :J:J//
for a te~t~. /:~~{~;j
}':r
sea a man moving furtively, anxiously, preparing

mBIDB TBBTANK, ·-:..

. ~ . .; ..:. :-.·.,
 30. Rev.-Buff 1/9/2001
37 CONTINUED: 37

0 Stromm and Norman Osborn making preparations

an experiment.
for something -- *
*
S'l'RCH(
Mr. Osborn, please, I'm asking you for
the last time ... *
OSBORN
Don't be a coward. Risks are part of *
laboratory science. *
STRCHof
Let me reschedule this with a proper *
medical staff and a volunteer. If you *
just give me two weeks ... *
OSBORN
In two weeks this project, this *
company, will be dead. Sometimes you *
have to do things yourself. Give me *
the barium phosphate. *
STRCH,I *
Sir? *
OSBORN *
Decreases nausea when the vapor hits *
the bloodstream.
Stromm sighs, gives him the phosphate. *
OSBORN (CONT'D) *
Forty thousand years of human
evolution and we've barely even tapped
the vastness of human potential.
(ha drinks) *
To the final realization of man's true
physical and intellectual capability.
(nods to Stromm)
Osborn lies on the gurney. * .
ZIP! A restraining strap is tightened across his leg. *
CLIClt! A restraining buckle SNAPS across his waist. *
Dr. Mendel Stromm hits switches, a motor HOMS, and the steel *
gurney slides into the tank and is rotated up to vertical. *
OtJ'l'SIDE THE TANK,

. -=

-~- 19
 31. Rev.-Green 12/18/2000
37 CON'l'INUED: (2) 37

0 Mendel Stromm pops switches and levers on the vast console

outside the glass tank, making last second checks on the
battery of monitors in front of him.
Be grabs hold of a set of controls.
A thick, noxious green gas rises up from the petri dish.
Heavy, but still lighter than air, the gas creeps up, swirling
around Osborn's feet. Over his legs. Over his groin.

Creeping up his chest. Tickling over his chin.

In spite of himself, Osborn holds his breath.
'1'he green cloud envelopes his head and he forces himself to
open his mouth. Be draws just a tiny bit of air
-- and the gas seems to leap into his mouth, as if it had a
mi.nd of itsown. Osborn panics, chokes on it for a moment.
But then he calms, lets himself breathe normally. The gaa.
flows, in and out of his nos~ils ~ we can see it move. · lg·-~
~
Stromm peers through the glass, monitoring every second.
OSBORN (CON'l''D)
I-

And suddenly, his.entire body begins to convulse, seized by

spasms, his fingertips, his teeth, his eyes show only whites.
ON 'l'BI: NJNITORS,
his body functions go crazy. Stromm works the controls *
frantically. Flat line. All across the monitors. Stromm *
SLAMSa hand down on a red button and --
IN 'l'BI: TANK,

-- giant vacuum vents in the ceiling ROAR ·to life, sucking the
green gas up and out of the room. *
Stromm races to the door, as soon as the gas is gone the
security latches CLONKopen, he shoves his way inside, goes to
Osborn, unstraps him, rips open his shirt and frantically *
begins emergency procedures. *
Suddenly, behind him, he hears a SHRIEKING sound. Stromm *
turns as
 32. Rev.-Green 12/18/2000
37 CONTINOED: (3) 37

0 go crazy, heart rate leaping up to 226, blood pressure

respiration, POW, every single graph and scale and chart
BANG, *
registers at or near its peak BEEPING AND WHOOPING. *
INSIDE THE TANK,
Osborn's eyes pop open and he leaps to his feet, terrified.
Be RIPS the sensors off his chest, Stromm tries to restrain
him, Osborn ROARS --
-- and bats Stromm across the cJ,amMr with just one a%m.

But not just across the chamber, he hurls him through the
glass wall of the chamber, which explodes in a shower of glass
as Stromm's body hits it. Stromm keeps flying, sailing across
the lab and SMASHINGinto a pillar on the far side, some fifty
feet away.
Be sags to the floor, blood pooling under his head.
~
Osborn staggers through the broken wall of the tank, steps~· l1
across the rubble, and towers over Stromm's lifeless body. --
FAR AWAYACROSS'rBE LAB,

we see Osborn' s hulking figure standing over Stromm. We keep

pulling away until we see something in the foreground, two
items sitting patiently, waiting for someone to finish them,
to make use of them. Mounted atop two poles--
-- that strange single-winged flying platfo:cm and the remote
control suit that controls· it.
In the distance, No:cman Osborn throws his head back and BONLS
in pain, confusion, transformation. Bia primitive cry echoes
over
A38 EX'l' OSBORN'S APAR'l'MENT DAY A38 *
-- an opulent Tudor Bill apartment building, crowned by an
imperious townhouse. Inside
38 IN'l' OSBORN'S DEN DAY 38
This room in Osborn's lavish apartment. A collection of masks
of all kinds. Ancient, tribal, hideous, garish masks. The *
essence of violent warfare. No:cman sits bedraggled, dressed
in yesterday' a clothes. Disoriented. Dazed. *
Barry, ready for school, a backpack over his shoulder walks
past the room, looks in, stops and enters.
..,.,
 33. Rav.-Buff 1/9/2001
38 CONTINUED: 38

BARRY
Dad? What is it, Dad?
OSBORN
(blurry)
Barry.
BARRY
You look sick. What' s happened?
OSBORN
(sincere)
I don't know ...

BARRY
(kneels before him)
Where were you last night, I didn't
hear you come in.
OSBORN
I was ... last night I was ...

What?
OSBORN
I don't remember.
Voices come from the hallway. *
AA39 INT. HALLWAY DAY AA39 *
Simkins briskly walks down the hallway, argues with Osborn's *
BOUSDmN. *
SIMKINS *
I have to see him.
BOUSDGN *
Be can't be disturbed now.
AB39 INT. OSBORN'S DEN - DAY AB39 *
OSBORN *
Who's there? *
SIMKINS (0. S.)
This can't wait.
(calls)
Mr. Osborn!

Simkins enters the room.. _....,

I ~.. 19
~ ..
 33A. Rav.-Buff 1/9/2001
AB39 CONTINUED: AB39

BARRY
My father's not well, Mr. Simkins.
SIMKINS
Mr. Osborn. Dr. Stromm is dead.
 34. Rev.-Green 12/18/2000
38 CONTINUED: (2) 38-.

0 What?
OSBORN

snacms
Bis body was found this morning in the
laboratory. Be was murdered, sir.
BARRY
Murdered?
OSBORN
(on his feet)
What are you talking about?
SnaaNS
And the flying wing prototype, sir ...
~
OSBORN '... 19 ......
What about it? --
snacms
It's missing. It's been stolen.
Silence. Osborn shocked. Be moves quickly out of the room. *
OSBORN
11 Take ma there.
~ Be exits. Barry remains behind for a moment, then after them.

I A39
We' re in the empty room.
INT. PARKER BOUSE
Camara lands on one of the masks.
A39
*
*
Peter moves quickly down the stairs into
I
!
LIVING R0CM
Uncle Ben and Awlt May are there. Peter holds his shoulder
bag, moves quickly to the door. Starts to open it.
PE'l'ER
(fast)
Goingtothedowntownlibraryseeyoulater.
UNCLE BEN
Bold on! I'll drive you.
PE'l'ER
It's OK. I'll take the train.
As Uncle .Ben grabs a jacket and his keys.
,. _....,
 35. Rev. -White 4/ 1·11~uu1
A39 CONTINUED: A39

UNCLE BEN
I said I'll drive you .. Get in the
car.
Peter moves out. Ben follows, turning to wink at Aunt May.
39 EXT. NEWYORKPUBLIC LIBRARY DUSK 39 "'

An Oldsmobile Del.ta '88 pull.s over at the curb in front of the *

New York Public Library. *
40 INT OLDst«:>BILEDELTA ' 88 DUSK 40 *
Uncl.e Ben is at the wheel., Peter beside him, moves to get out. *
PETER *
Thanks for the ride. *
UNCLE BEN
Bold on a minute. . . We need to tal.k. *
PETER
Talk about what? *
UNCLE BEN. *
You're not the same guy lately. *
I Fights
chores,
in school,
you barely
shirking your
say a word to me or
*
*
r your aunt -- what's the story? *
!
,1
!
Peter unconsciously·
Be just can 't tell
pull.s
him.
his sleeves down over his wrists. *
*
PETER
There's no story. *
UNCLE BEN
You're changing, and that's normal. *
This is the age when a man becomes the *
manhe's going to be for the rest of *
his l.ife. Just be careful who you *
change into. Okay? *
PETER
I feel. all. this, al.l this power, but I *
don't know what it means, or how to *
control it, or what I'm supposed to do *
with it, even. *
UNCLE BEN
You' 11 figure it out. You' re one *
smart cookie, a1ways have been. *
·*
(MO:RB)
 36. Rev .-White 4/1'//'L.UUl
40 CONTINUED: 40
UNCLE BEN (cont'd)
But knowledge is power. And with
great power comes great
0 responsibility.
that.
Don't ever forget

PETER
Yeah, yeah, I know all that, it's not
what I'm talking about. You wouldn't *
understand. *

UNCLE BEN
Wanna bet? When I was your age I went *
through exact1y the same things. *
PE'l'ER
No you didn't, that's my whole point. *
It's just possible that something *
unique is happening to me, isn't it? *
UNCLE BEN
Believe it or not, it passes. You *
grow out of it. *
PETER
I'm not gonna grow ... just drop it, *
I'll figure it out myself. *
UNCLE BEN
Look, if you won't give me so much as *
a clue, I can't help you. *
PETER
I didn't ask for help. *
UNCLE BEN
I know I'm not your father, l?eter ...
PETER
Then stop pretending to be. *
'!'here are some things you say that you wish you could pluck *
right back out of the air. This is one of them. And it's too *
late. *
Uncle Ben's feelings are deeply hurt. He looks away. *
UNCLE BEN
I'll pick you up on this corner at *
nine o'clock. *
Peter wants to say something. But can't. *
ON THE STREET, *
 36A. Rev.-White 4/~,,~uu~
40 CONTINUED : ( 2) 40

Peter climbs out of the car, holding a brown paper bag, and
..
0 closes
watches
the door. Be starts
as the Oldsmobile
up the steps
pulls out into
of the library
traffic.
and

PETER
(to the disappearing car) *
I'm sorry. *
Be turns around, goes back down the steps _of the library and *
heads off in the other direction. A deafening ROAR comes over *
and -- *
A41 CMI'l' A41

u
 . i . :~

37-38. Rav.-Salmon 1/15/2001.

41 IN'l' ARENA NIGHT 41 *

-- we see a costumed AMATEUR WRESTLER,CONTESTANT #1, SLJ\M *
into the floor of a wrestling rinq in the middle of a small, *
hot, dusty arena. . 'l'ha crowd qoas wild as BONE SAW McGRAW, six *
feat nine if he's an inch, three hundred pounds of pure
muscle, climbs to the top turnbuckle. Ba leaps and delivers a *
crushing flying elbow to his opponent's chest. *
Peter grimaces. *

A42 IN'l'. ARENA HALLWAY - NIGHT A42 *

A line of colorfu1ly dressed wrestlers. A spunky CHECK-IN *
LADYsits behind a table taking information. A wrestler, clad *
in Robin-Boodesqua garb, stands before her. *
CIIBC1t-IN LADY *
Down the hall to the ramp. . • and lose '*
the hat. ·*
"Robin ·sood" removes his hat, qivas the lady a dirty look. .·:· ..... ·'··*

CBBClt-IN LADY (cont'd)

Yeah, yeah, nice tights touqh guy.
Next.
Pater Parker staps forward. Sha gives him the once over.
CHECK-IN LADY (cont'd)
There's no feather-weight division
hare small fry. Next.
PETER
No, no, I know.
CBBCK-IN LADY
Okay ••• you understand the NYWL is not
responsible for any injuries you
may •••
(looking him over)
: ~·~ • and probably
will sustain while
participating in said event and that
you are, at sub 150 pounds, indeed
participating under your own free
will.

Yes.
~- CBBCK-IN LADY
Down.the hall and up the ramp. Mar:_
..
God be with you.
. •-.
 38A. Rav.-Salmon 1/15/2001
A42 CON'l'INUED: A42

0 Peter turns exits. A male wrestler dressed as "Xena", steps *

up. *
CBl:Clt-IN LADY (CON'l'' D) *
(taking it in) *
Lat's go princess. *
B42 INT. ARENA - NIGB'l' B42 *
Bonesaw pulverizes a new victim, CON'l'ESTANT#2. Be hurls him *
into the ropes, sending him careening back to the midd1e o~ ·*
the ring. Bonesaw grabs him, chucks him into the stands. *
The crowd goes nuts. Bonesaw ROARS with rage. A BECKLER *
rises in his seat. *
BECKLER
Bay
., Bonesawl You big fake! You suck!
Bonesaw's eyes zero on the Beckler. Be balls up his fists, ... *·~;_

GRONLS, leaps from the ring. '··*

·a

Bonesaw pushes his way through the crowd. The Beckler' s ~s · * .

go wide as Bonasaw bears down on him, grabs him by the throat, ..*· · ·.
:··'::·::·~
pops him one.
Bonasaw grabs his folding chair, starts to make his
to the ring, mumbling as ha goes.
BONBSAW
!'aka my ass.
Bonesaw drags tha chair toward the ring, finds CONTESTANT#2 . __i ~:cit*

b:ying to crawl away. CONTESTANT#2 looks up just as Bonesaw · . ,·.~;,~~'

rears back, WHACKS him across the face with the chair. ..·::·::.?~-
,:i

That's it for #2. Ba's out. The crowd howls.

RING ANNOUNCER (0. S.)
"Ara you ready ~or more?"
The crowd
Bonesaw climbs back into the ring, sits on a stool in his • · ;_/f:'.}(;:f. ,

::::.::~:-~j-~
~~=,
corner. Bis. bikini clad ring maidens, '1'BE BONE'l'TES, are qaick · ..·,·,·• ,..

to sponge -
.. "I said, are we ready for more? ! " ·1~:
CROWD
!C>RB, K>RZ, K>RE! ! ! ! ! --
, a,:
 39. Rav.-Salmon 1/15/2001
B42 CONTINUED: B42

0 Bonesaw's had enough pampering, rises, flexes, whips the crowd *

into a frenzy. *
BONESAW *
Bonesaw's ready! *
RING ANNOUNCER (0. S.) *
Will the next victim please enter tha *
ring at this time! If he can *
withstand just three minutes in the *
cage with Bone Saw McGraw•.• *
Two pendulously-breasted CARDGIRLS strut around the ring with *
a banner reading "3:00 for $3,000". *
RING ANNOUNCER (0. S. ) (CONT'D) *
••• tha sum of three thousand dollars *
will ba paid to ... *
We find the RING ANNOUNCER standing behind a curtain on a ramp *
leading to the ring. Be covm:s his microphone with his hand, *
turns to someone off screen. ·.-*

RING ANNOUNCER (CONT'D) *

'1'ha Buman Spider? 'l'hat's it? 'l'hat's *
the bast you got?
.:··:.i~:i
SPIDER-Mm (0. S. ) '.·.·t\~~::;~.'~
Yeah~ ·. *
'l'he Ring Announcer huffs.
. .:•.;./.;·:
RING ANNOUNCER ,.,:, .
Nah, you gotta jazz i•t up a little. _··*•'-
(back into microphone) ...'. *
••• tha sum of three thousand dollars
will ba paid to •••
'l'ha curtain opens, spotlights search through the crowd, swing
to the top of the ramp where-we find Spider-Man partially
hidden by a black scrim.
RING ANNOUNCER (CON'l'' D) .:.·:*
••• tha terrifying ••• tha deadly! .•• THE
AMUING! ! ...

'l'ha scrim starts to rise.

. RING ANNOUNCER (CONT'D)
•• -. SPIDER;_MAN ! ! !
---;. _..,.
.
 40. Rev.-Salmon 1/15/2001
B42 CON'rINOED: (2) B42

0 The scrim is gone, revealing Spider-Man, clad in a baggy, *

homematie costume made from old sweatpants, sweatshirts and a *
Balaclava. *
SPIDER-lGN *
Ring Announcer)
(to *
That' s "The Buman Spider. " *
RING ANNOONCER *
Get out there dipstick. *
A PA gives Spider-Man a shove. Be takes in the arena, the *
crowd for the first time. Be's frozen, paralyzed by the *
spectacle before him. *
Spider-Man cautiously makes Ms way toward the ring. 'rhe *
Bonettes wait like hungry wolves on the ramp. They *
mercilessly heckle him as he goes, feel his muscles, taunt *
him, egg on the crowd to do the same. ' *
A gurney with CONTES'!' #2, groaning in agony, wheels by. *
CON'l'ES'l'AN'l' #2 .....,,...· *
I can't feel my legs •.• I can't feel my ..
*
legs •.•
..--~~it
Spider-Man watches them wheel him away, cautiously continues •. ,...·..f."tt ';i
Be crawls into the ring, looks around. All o~ a sudden-~ , · ·,:,·•-,~!!,~·.-,~-
..·_,:;·-~.;_-
- "'~..__
..,_:;;_ ::
..:...,--:,••f•
:;
1

..... ·~--.\.
CROWD
CAGEI CAGE! CAGE!

Spider-Man scans the crowd. cage?

WIDE SHOT
A flat structure with metal bars drops from the ceiling. Ita.
sides fold in, fo2:m a cage which sets down on the ring.
RING ANNOUNCER (0. S.)
Will the guards please lock the ca99
doors!
CLANG I ! Stage Bands wrap huge metal chains around the corners · · :·· * ,·r-·
of the cage, lock in the combatants.
SPIDER-lGN
Bay, wait a minute ..•
Spider-Man teats the cage.
SPIDER-lGN (CONT'D)· -.~--;:
;:.••

This thing's locked.

.. -~.
~

,··:·.·
 40A. Rev.-Salmon 1/15/2001
842 CONTINUED: ( 3) B42

BONESAW (O.S.) *
Freak show! *
Spider-Man turns around, sees Bonesaw standing center ring. *
BONESAW (CONT'Dl *
You' re going 110where! I've got you *
for three minutes ... three minutes of *
playtime with Bonesaw. *
Spider-Man flattens himself against the bars. *
SPIDER-MIN *
What am I doing here? *
Bonesaw rushes Spider-Man, lunges at him. Spider-Man leaps *
out of frame. Bonesaw crashes into the cage wall, bounces *·
off, crumples to the ground. Be looks up, sees Spider-Man *
clinging to the top of the cage. *
The Beckler, bloody faced and back in his chair, is shocked. *
Bonesaw gets up, looks at Spider-Man. *
BONESAW '' *
What do you think you're doing? ., .-*·'
-:-•:·:.·

SPIDER-MIN ·:<t:
.._··.,
Staying away from you for three . '*
minutes. .'.·.·*
Bonesaw's furious, leaps--
:·.. - :::::
'"·'
--but so does Spider-Man, across the cage, somersaulting to *· ,,
the opposite sida. Be clings there, drops to the ground. *
. ·, ·· ....
CROND
Yeahhhhbhh ! ! ! Go Spider-Man! !!! *
·..: ,,:--· ...~, ... -
Go Spider-Man? Ba looks around, scans the cheering crowd. _} *---_.
Turns back in time to see Bonesaw about to grab him. Be leaps-- · .: * .. .
• ..,.(~. • • r

--does a one-handed hand stand on Bonesaw's head. Ba grins, ...........

,.

confidence growing, fast. _>i~'.,;:

. ...... .
SPIDER-MIN
Not a bad costume, what is that,
Spandex? I used Lycra for mine and it
itches like crazy.
Bonesaw swats·him down, grabs his leg.
-<""::.
 40B~ Rav.-Salmon 1/15/2001
B42 CONTINUED
: ( 4) B42

0 BONESAW *
I got you now insect! *
Bonesaw thrashes him about, pitches him against the cage. *
.. Spider-Man falls to the ground. *
SPIDER-MAN *
Olnnnr. *
Bonesaw drags him out of frame. *
SPIDER-MAN (CONT'D) *
You know, technically it's arachnid. *
A shadow falls upon Spider-Man. Ba looks up, seas Bonesaw *
flying at him, prostrate, with a flying elbow. Spider-Man's *
eyes go wida. Ba flips his feet up, just in time to place *
them on Bonesaw's chest, kicking him into the cage. .. *
Bonesaw slumps to the mat, knocked cold. The crowd freaks .. *
out. ~lashbulbs pop. *
. ·.. :,,*
CROND
Spider-Man! Spider-Man! Spider-Man!
Spider-Man, looks around the arena, raises his az:ms,
triumphant.
SPIDER-MAN
.Ahhhh •.. show biz.
42 AltENA OFFICES Nl:GBT

The administrative offices, upstairs at the arena. The

PIOOl'ER puts a single hundred dollar bill into Spider-Man's
palm (Peter is still wearing the costume).
PIOOl'ER
Now ;at outta here.
SPIDER.;..MAN
A hundred bucks? The ad said thr
thousand!
PIOOl'ER
check it· again, wabhead. It said
three grand for three minutes. You
.. pinned him in two. For that I' 11 gi va
you a hundred, and you're lucky to get
·. it; You made my best fighter
like a girl out there.
look
;r;;t
. :~:--t~:.
;_·•
...
··:
·?·

•·-·-
.....
~ 1B
..' ·.·V(;tt{f
 41. Rev.-Green 12/18/2000
42 CONTINUED: 42

0 Enraged,
closer.
Spider-Man grabs the guy by the shirt and pulls
A side of Peter Parker we've never seen before.
him

SPIDER-MAN
I need that money!
PRa«>'l'ER
I missed the part where this is .my
problem.
Spider-Man stares at him for a long moment, burning with rage,
he wants to bust this guy right in the nose --
:---
-- but he turns and leaves instead, passing a squirrelly- I1
:......._
looking GOY on the way in, his hair dyed platinum blonde.
43 INT HALLWAY NIGB'l' 43

Spider-Man walks away down the corridor, clutching the lousy

hundred dollar bill, muttering under his breath. Be's nearly
to the elevator when he hears a SBOUTfrom behind him.
PRCH>TER
Bey! What the hell do you-
Ba turns, as the door to the Promoter's office BANGSopen
hard, shattering the glass, and the squirrelly-looking guy
races out, clutching a canvas bag. Ba is a 'l'BIEF.

PRCH>TER (cont'd)
Balp! 'I'hat guy stole the gate, be 's
got .my money! ·
A SECURITYGOARD approaches from one end of the corridor. 'I'ha
elevator behind Spider-Man DINGS, its doors start to open, and
the Thief takes off down the hallway toward it.
SECtJRI'l'YGOARD
Bay, you! Stop that guy!
Spider-Man looks up, at the Thief racing straight at him, at
the Security Guard giving chase, at the opening elevator
behind him. Ba thinks, debates~-
-- and takes a step back. 'I'ha Thief races right past him and
into the elevator.
'l'BIEF
!'hanks, pal.
'1'ha doors. close and he gets away. 'I'ha Security Guard arrives,
SLAMShis fist on the elevator doors.
 42. Rev.-Green 12/18/2000
43 CONTINUED: 43

SECURITY GUAIU)
What the hell's the matter with you?!
You just let him go!
The Promoter comes rushing up out of the office, a large red
welt growing on his cheek.
PRQoD'l'ER
You coulda taken that guy apart! Now
he's gonna get away with my money!
SPIDER-!GN
I missed the.part where this is my els
problem.
Ba turns and walks away, down the corridor.
44 NEWYORKPtJBLIC LIBRARY NIGB'l' 44

As night falls, Pater walks down the street toward the

lil:,rary, clressed in street clothes again. Be looks around for *
Uncle Ben's car.
Peter stands on the corner where Ben said he'd pick him up.
Looks to the left, to the right. Not there yet.
A POLICE CAR races by him, SIREN wailing, and heads for the * .1
far corner. We hear an AMBULANCE's SIREN in the BG.
Ba takes an interest, moves across the street. As he walks,
his brow furrows, two and two coming together in his mind in a
bad way. *
Be walks faster. And faster. Be elbows his way through the
back of the swelling crowd. Then· the middle. As a desperate
conviction grows in his mind, he thrashes, breaking through
the front of the crowd and looking down at the ground --
where police officers stand over a body. It's Uncle Ben! *
PEDR
UNCLE BEN!!
Be lunges forward, but COPS stop him, pulling him back.
COP 1
Bang on, hang on!
PE'l'ER
My uncle! That's my uncle!

COP 2
That's not gonna help him! . --
 43. Rev.-Green 12/18/2000
44 CONTINUED: 44

() PETER
What happened?!
COP 1
Carjacker. Be's been shot.
Frantic, Peter tries to reach his uncle.
COP ·2
Bold on, kid! You can't help the guy.
PETER
The guy? Be's not the guy! Be's my
uncle.
Be pushes in, moves to Ben, kneels, takes his head into his
lap.
PETER (CONT'D) ~-1,
Uncle Ben! Uncle Ben! It's ma,
Peter!
Ban opens his eyes, his mouth forms a smile, then the word
"Pate." Ba dies. Pater cries, holding him. Sirens continua
in the BG.
Behind him, a THIRD COP turns around suddenly, radio in hand. *
COP 3
They got the shooter! Be's headed
south on Fifth Avenue!
Very close on Peter -- listens intently, stoney-faced. *
45 A DARK ALLEY NIGHT · 45

An exaggerated shadow falls on the brick wall of an alley. A

man tears off his clothes, violently. 'rha shadow grows-bigqer
as the man starts to run, suddenly the shadow leaps, high into
the air, sailing toward the building right in front of us.
The costume's still not right and he's not wearing a mask (or
face paint) , but make no mistake, this is truly !I'1IE AMAZING
SPIDER-NAN. Ba climbs straight up the building. We climb
with him, rising higher and higher until we burst out over the
roof's edge.
· A46 Spider-Man jumps backwards, grabbing a flag pole, swinging onA46
hurl him to the next building,

. .r-;
 44. Rev.-Green 12/18/2000

0 B46 ON 'l'HE ROOF, B46

he scans the horizon. Be sees a cluster of police lights,
screaming down Fifth Avenue in pursuit. Spider-Man's right
a%Dl rises, palm up.
TBNIP!

A silver strand of web fluid shoots out across the street.

Spider-Man wraps his hands around it and leaps.
46 We leap with him, swinging out over the city, held aloft by 46
the tensile strength of the web. We plummet down, in a
graceful, terrifying arc, and as the ground races up toward
us, Spider-Man's left hand rises -- !l'BNIP!
Another web strand .rockets out into the·night, the web-slinger
shifts his weight to the second strand, abandoning the first,
pulling himself back up in a graceful arc that leads him out
into the avenue.
Well, abon the avenue anyway, he's now swinging along
directly above the chase, which is below him. ~· 19
DONNON TSE STREE'l',
Uncle Ben's Oldsmobile SCBEECBESaround a corner and SMASHES
through a row of newspaper boxes. '1'hree police cars follow,
not far behind.
Above, Spider-Man follows, unseen. Be webs -- left~ right,
left, moving faster than the police cars, and 'l'BOMPSonto the
roof of the Oldsmobile.
INSIDE 'l'HE CAR,
Spider-Man's fist SLAMSthrough the roof of the car and grabs
hold of the Carjacker's face.
ON '1'BE S'l'REE'l',
the car swerves, bumps, scrapes through traffic. Cars mASB
into one another as it careens through an intersection.
GCNSBO'l'Serupt through the roof of the car, fired from within,
missing- Spider-Man by inches. Be leaps off the roof, on top
of a speeding.truck.
ON 'l'OP OF TSE 'l'llt1Clt,
Spider-Mans~ up. Eyes on the O1.dsmobile, he sees *
something else.
 45. Rev.-Green 12/18/2000
B46 CONTINUED: B46

A lo,r bridge! Stretching straight across the street, right

about at chest level for Spidey. *
Be triple s011JBrsaul ts, up, over the bridge, and lands on the *
roof of the.truck again. 'l'he truck starts to· slow, so he
leaps again, onto the roof of the Oldsmobile.
INSIDE '1'BE OLDSK>BILE,
Spiday lands right in front of us, staring through the
windshield and then Slllllshing a fist through the windshield,
.spiderwebbing it.
47 1'GRINE BA'l'TERY BUILDING NIGHT 47
'l'he carjacker loses vision and control, the Oldsmobile SMASHES
through the gates of a creepy-looking building near the East
River, Spider-Man still on its hood.
'l'he carSCREECHEStoward the front door of the building,
Spiday sees it coming, knows he'll be crushed, so he leaps,
up, out .of sight.

FRCM tJP BIGH,

we see the Oldsmobile

building. A second
crash through and barrel
later,
into
the police cars race up,
the
radios
.~. ls
--
SQUAWKING.
'l'he camera tilts up to reveal Spider-Man on the wall above
them, clinging there. 'l'he police cars pulsating light reveals
him, fades and Spider-Man is lost in the darkness. When the
light again sweeps by, he is gone.
48 IN'l' !GRINE BA'l"l'ERY BUILDING NIGHT 48

In a far corner of the building floor, the Carjacker cowers

with his gun. The sweeping .search light from the police boat,
through the dirty, leaded windows, reveals only bis outline.
Spieler-Man descends, upside-down, from a web strand. Be
rotates, lands softly on his feet behind the Carjacker.
The Carjacker whirls around, BLASTS a shot at Spider-Man.
Sensing it, Spidey leaps, onto the nearest wall. The shot
~ into the wall where he was.
The Carjacker, whom Spider-Man sees only as a silhouette,
starts BLASTINGat him, as Spiday leaps from wall to ceiling *
to wall to floor, just inches ahead of the bullets.
\
y
/
 46. Rev.-Buff 1/9/2001

() 49 IN TBE STREET, 49

the Cops hear the shots. Weapons are drawn, rifles steadied.
They can see figures moving inside the building.
so IN TBE lGRINE BATTERYBUILDING, so
Spider-Man does an acrobatic leap and lands on the Carjacker's
a.J:m,kicking the gun free. It SKITTERS across the cement
floor as Spidey holds.the guy up, curls a fist
SPmER-:w.N
This is for the man you killed.
and punches the Carjacker in the jaw. The blow lifts the
man right off his feet, knocks his stocking cap off, and sends
him sailing·into one of the unbroken windows, which SHATTERS.
Spider-Man leaps into the window frame, grabs the Carjacker,
pulls him to his feet.
Spotlights from outside swing around to frame the pair of
combatants in the. window.
CARJACKER
Don' t hurt ma! Give me a chance, man,
give me a chance!
PETER
Dm YOUGIVE HIM A CHANCE?! TBE :w.N
YOU KILLED?! DID YOO?! ANSWERME!
Suddenly, the Carjacker' s face is revealed, brightly lit. Bis
squirrelly face. And his platinura blonde hair.

It is, God help him, the Thief who stole the money at the
arena. The one Spider-Man stepped aside for.
PE'l'ER (cont'd)
No! No, not YOO!
Yes. Yes, him. Peter hurls him aside, the Thief CRASHES
against a wall and falls to the floor. Peter starts to
hyperventilate, trembling in horror, realizes the ghastly
truth:

Be failed to stop tbe vezy 1IIIJl2 ,rho murdered his uncle.

Images flood-back at him, fast:

51 IN'l' DENA OFFICES NIGHT (FLASHBACK)

The Security Guard, yelling at him:

·-••·
,,-:- ........
 47. Rev.-Tan 4/12/2001
51 CONTINUED: 51

SECURITYGUARD
Stop that guy!
52 IN'l' ELEVA'rOR NIGHT (FLASHBACK) 52

'l'he 'l'hief, standing in the elevator, looking at him evilly as

the doors close on his escape.
53 EX'l' NIGB'l' (FLASHBACK) 53
Uncle Ben's body, lying in the street.
MARINE BA'l'TERY BUILDING NIGB'l' .. 54
54 IN'l'

Back in the building, the 'l'hief stands up, not ten feet away
from Peter. 'l'he 'l'hief aims the gun at him. Blind with raga,
Peter walks toward him. 'l'he 'l'hief backs up. Peter advances.
'l'he 'l'hief pulls the trigger and --
CLICK. Empty. 'l'he 'l'hief backs . up even further, trips --
and CRASHESthrough a window. Peter lunges forward, tries
to grab him but misses, and the 'l'hief falls fifty feet,
mmBBING into a wooden dock below. Dead. 'l'he money flutters
down around the body from the canvas bag.
55 OUT ON THE.RIVER, 55
a police patrol boat CHUGSinto view, swings a spotlight
around toward Peter. They get just a glimpse of him.

COP
YOU, FREEZE! DON'T NJVE! WE'VE GO'l' *
THE PLACE Ca,.fPLETELYSURROUNDED! *
'l'he Cops raise their guns to fire, but Peter disappears from
the window, headed up --
56 IN TD MARINEBA'l"l'ERYBUILDING, 56

-- and by the time the rest of the lights hit the window Peter
is gone. Across the building floor, a DOZENCOPS mass
through the door, shine flashlights everywhere.
'l'he building is empty.
57 EXT A ROOFTOP NIGB'l' 57

Peter, still wearing the suit but not the mask,. drops his head
in his hands on top of a building nearby, alone. All sound
drains away, all sound except Peter's soft voice --
. .,...,
 47A. R.ev.-Tan 4/12/2001
57 CON'!'INUED: 57

0 Uncle Ben ...

PETER

. .....
 48. Rav.-Buff 1/9/2001
57 CONTINUED : ( 2) 57 _

0 Still with his mask off, tears run down his face.
PE'l'ER (CONT'D)
Oh God, I'm so sorry ...
Pulling away, we see he's sitting on a stone gargoyle, jutting
out from the roof of a lonely building, silhouetted by the
full moon of the night he will never forget.
58-60CMIT 58-60
A61 INT. PARRERBOOSE .NIGHT A61

Peter at the front door. Opens it. Enters. Through the

window, we SEE Aunt May in her bathrobe (she' s been waiting
up). We watch Peter tell her the bad news. Ber reaction. Be
moves to her, holds her.
61 EX'l' QUEST AEROSPACETESTING GROUNDS NIGHT 61
A bunker sits buried in the middle of nowhere, warning signs *
posted.all around its perimeter: *
PROVING.GROUNDS
QUESTAEROSPACECORP.
ABSOLU!'ELY NO !l'RESPASSING!

Rising above the signs, we see SECURITY PERSONNEL,sporting *

machine guns, surrounding the bunker, lit up by harsh white *
light. *
A62 INT. . NIGHT A62

We find a small group of military brass, headed by General

Slocum, and a handful of Quest Aerospace employees. *
PROJECT COO:RDINATOR.
I think you're gonna like this
General. The BADGERis getting ready *
to fire upon its target. *
'rba brass peer out, some with binoculars.
B62 EX'l'. BUNKER - NIGHT B62

The BADGERapproaches a military truck, fires, blows it to *

bits.
C62 INT. BUNKER - SAME C62 *

-.

--·
---· 19
 49. Rev.-Buff 1/9/2001
C62 CONTINUED: C62

0 It's
GENERAL SLOCOM
got firepower, but what about
aJ:mOr?
PROJECT COORDINATOR..
It's vastly exceeded all external *
stress tests. It gives as well as it
takes, General.
GENERALSLOCUM
I want to see the figures, but if it
does what you say it can, I'll sign
the contract tomorrow.
PROJECT COORDINATOR
And what about your commitment to
OsCoJ:p?
GENERALSLOCUM
Norman Osborn has continuously risked *
our time and money to satisfy his *
outrageous dreams. Nothing would *
please me more than to put him out of *
business. *
0. S. A l'AIN'1' WHINE

YOUNG EMPLOYEE
What's that? *
PROJECT COORDINATOR *
Something's headed for the BADGER. *
062 Err. BONKER- SAME 062
A figure flashes past. 'l'he Badger's blown to smithereens.
'l'he SECURITYPERSONNELraise their machine guns and fire *
bursts into the sky at the unseen object. 'l'hey are mowed down *
from a hail of rockets that streak from the sky. *
E62 INT. BtJNDR - SAME E62
'l'ha military brass are shocked.
GENERALSLOCUM
What the hell was that? *
'l'hey hear a faint WHINE. It grows louder, the sound of a *
turbine engine, working hard. *
'l'ha WHINING SOUNDcrescendos, ZoaaNG right at them. *
. -.
~ 49A. Rev.-Buff 1/9/2001
E62 CONTINUED: E62

GENERALSLOCUM(cont'd) *
Oh, my God. *
The interior of the bunker is lit up with a bright flash. *

_....,

- -•· 19
~ ~•·
 . ... . ..
. .- :. .~
50 • Bev.-Salmon 3/28/2001

F62 EX'l'
.
BUNKER NIGHT F62
There is a massive explosion in the bunker. Fire and debris
shoot through the observation slits.
A hideous CACKLEis heard disappearing into the night.
G62 CMC'l' G62 *
&62 EX'l' OtJ'l'OOOR
AMPBI'l'BEA'l'ER DAY &62
Hundreds of mortarboards fly into the air and a great
rises up from the bare-headed BIG& SCHOOLS'l'tJDEN'l'S.
Grad1iation day.
IN 'l'BE caoND, .·
•
ti :·.t/:':.
• ·..-;
...:~:...7.;;···:

the GRADOA'l'ES swum everywhere, hooking up with their jubilant_.,;·;>'.;/:/ :__

PAREN'l'S. Norman Osborn and Aunt May, separate from one · : . ··/-:-····
another,

Favor1=
searching for their kids.

Pater f::;, May.

.,·.:;.{.'._.~,-

Be 8-8
..··,

Barry··:}:;~.
BURY
Good news. My :father owns a building
downtown with an empty loft he said we
could have. Why not move in 'lfi th ma
when you get to the city.
PE'l'ER
I'm not sure I can afford the rent.
BURY
We' 11 work something out •.

·.,:,.. ·.. ;

• .,;z .
. .... ::r
 51. Rev.-Goldenrod 12/22/2000
B62 CONTINUED: B62

PETER *
(crossing his fingers) *
Gotta·· get a job first. *
ANOTHER ANGLE *
Favor Aunt May and Norman Osborn still searching. Aunt May *
spots Norman. *
AtJN'1'lG.Y
Mr. Osborn. • • I 'm May Parker, Peter' s *
aunt. I've heard about you. *
OSBORN
Aunt May. Bow do you do? Can't find *
my boy. *
AtJNT lG.Y
(spotting him) *·
There's Barry. *
Barry appears with his diploma. Norman looks at him, a tight *
smile. "*
BARRY *
Bay, dad.
OSBORN
You made it. It's not the first time
I' va been proven wrong. .;
Congratu1ations.

..:\.>t1~·:i
-..r.:.
_.,.. ],.
.. ,:.,;,;,:;""1.:,/.
., ·'~. .
. .;. /.
 51. Rev.-Goldenrod 12/22/2000
B62 CONTINUED: B62

PETER *
(crossing his fingers) *
Gotta-get a job first. *
ANO'?BER ANGLE *
Favor Aunt May and Norman Osborn still searching. Aunt May . *
spots Norman. *
AUNT !G.Y
Mr. Osborn. . . I 'm May Parker, Peter' s *
aunt. I've heard about you. *
OSBORN
Aunt May. Bow do you do? Can't find *
my boy. *
AON'l' !G.Y
(spotting him) *
There's Barry. *
Barry appears with his diploma. Norman looks at him, a tight *·
smile. *
, .,

BARRY "*
Bey, dad.
OSBORN
You made it. It's not the first time
I've been proven wrong. .. ,_:_}·:
*
Congratulations.

-..r::
 52. Rev. -Goldenrod 12/22/2000·
B62 CONTINUED: (2) B62

0 Be holds
handshake.
out a hand. Barry takes it, accepts the firm

BARRY
'l'hanks.
AtJN'l' M11.Y
(hugging him)
Congratulations, Barry.
Osborn's face suddenly lights up, noticing something over
Barry's shoulder. ·
OSBORN
Ah hah ! 'l'he winner of the science *
award. *
Peter appears, carries hi.a diploma and science award. *
AUNT M11.Y
Here's our graduate
(she hugs him)
You two looked so handsome up th~e. '*
-·.. ..;~.:.~;:
·_.

Osborn puts hi.a a.rm around Peter.

OSBORN
I know this has been a hard time for
you, but try to enjoy this day.
Commencement: the end of something.
'l'he start of something new.
PE'l'ER
'l'hanks Mr. Osborn •.
OSBORN
And if you ever need anything ..•
Favor Barry watching hi.a father and Peter.· Barry spots M.J\i · ~--t.YC

;.:~::;
:! ::
;t!-;_;~;;:;.;:;~~-:~
1;i~9!~
:n.::fl
1:9c!!~o a:a:tlk:1:;:. is s:!:;.r1~s an~:
. ~ .
.;; .:.,,.-.,.

/·}\~i:~~
. .

J62
== ~~~:nex=
!:::!•!: father.
Bar~,_!
Aunt May and Peter have just come in. Peter carrying
1
his ·· ::"·
::-':"'.} '.~i
gown, moves slowly to the stairs. ·Aunt. May holds- ..his diploma;'.~;?;~ r:i
and his science prize. She watches him start up. - ·· · :,·-/\t-;tif,/;.;

.:,0~
 52A. Rev.-Goldenrod 12/22/2000
J62 CONTINUED: J62

0 May I fix
AUNT lG.Y
you something?

No thanks.

She watches him, recognizes the sadness.·

~-,.:
'

I
.:

-.rt _....

'

I
 53. Rev.-Goldenrod 12/22/2000

K62 IN'l' PETER'S BEDROCM NIGHT K62 *

Peter sits on the side of his bed. Bis door left ajar. In a
moment Aunt May appears at the door, knocks. Enters. She
looks at him, then puts his diploma on his desk arid his
science prize on a shelf along with a few other awards.
She moves to the bed and sits bes1de him. Finally:
PETER
I missed him a lot today.
AtJN'l' MAY
I know. I miss him too.
(takes his hand)
But ha was there.
PE'l'ER
I just wish I hadn't
AUNT MAY
Peter, don't start that again.
·-.'Y •·· ••

PETER
I can't help thinking about the last ; .. _!.·;.•.·
- .. ... ,
...

thing I said to him. .: .......

Stop·it.
AtJN'l'MAY ·1ii~ ··:-·...··

PETER
:'fit;;
·:~i:.~.:~
- .. .
.
.
.,.~;:".
..~[. ·
Ba triad to.tell me something
important and I threw it in his face. }\.)'i•i,~\
. .•. ' .:-: ·,·.:-,7:-"'

.. ·/?'-;.-.-.-.:-·
AtJN'l'MAY
You loved him. And ha loved you. Ba
never doubted the man you would grow
into. Bow you were meant for great
things. You won't disappoint him. Or
ma.
Sha waits another moment, then squeezes his hand and gets up.
Moves to the door.
Sha leaves quietly closing the door all the way. Peter gets
up, opens a dresser drawer, moves some sweaters out of the . __:';,_:-:,-:• ·
way, digs all the way to the bottom of the drawer. • • .·..:.:...; e:'.:.,.
1

.~E!~~-= :·t~ ~~~:-~: -;: ..:.l?

 54. Rev.-Goldanrod 3/9/2001
K62 CONTINUED: K62

0 UNCLE BEN (V. 0. )

Ramamber. . . with great power comas
great_ responaibili. ty ~ _-
Wa BEAR the approach of what will become a GREATROAR.
l)ISSOLVE '.00:
L62 Err L62
The skyline of Manhattan as a trai.n ROARS out of a tunnel and
heads i.nto the heart of the city.

62 :;.:.,...···.·
62·.,.•:· ......
63 l)BLI - DAY '. .. 63"· . ..

A shadow disappears into tha ni.ght, barely seen •.

64 - ·JaY

A CUBIE leans against his cab, talking to a couple

CABBIBS.
CUBIE.
(heavy accent)
Tb.is is not a man. My brother aav it
building a neat in tha Lincoln Canter
- fountain. ·

65 u.r: .JDIBLRYS~-- ,J • •.• _,._ •

.., .~~-.., :····:'...·' ,... ·. . . •.. . :-··.::~_-;:_\~:!:~

A'POLICZ CAR SCPEJl!CBES to a· halt in front of a jewelry st:oze;-<J~• ;~:;;./
a:l.ren SCBBIMING. 'l'N0 COPS race up to the glass doors, which .:'.f>
.·······:~~-~~-
?~~~
.~-
ha,ra bean smashed, t:ha store's alarm WAILING. . _ .. ...;.~1~~
: ·\.-·_-
:~·1~;!~~:
. 'lhe Cops suddenly look up, over the door, where they see '1'110j{-;,r;,2,·~-·:
.DWELRY TBIEVEs· and their bag of loot caught in a web-net,·':.-· .:;~•t:
dangling from a lamppost, a.ad up neatly for them. /- ..:/· ~ ~i
liJH;.
1

AH zn. •· . mis=:tCN szn DAY

'1'110CXIISTRIJC'.rIONWORmS dangle their feet off a beam while<·:

. -t.inq 1~-. ·-::•~/, ",{~~:;;;, .

,9;?~It\}{:.
 .54. Rev.-Tan 4/12/2001
K62 CON'l'INUED: K62

0 Remember.
UNCLE BEN (V .0.)
• • with great power comes
great responsibility.
We BEAR the approach of what will become a GREATROAR.
DISSOLVE TO:
L62 EXT IGNBA'l"l'AN DAY L62
A train ROARS out of a tunnel. *
62 INT. TRAIN DAY 62 *
Peter sits in the train, staring at the skyline, a pile of *
college textbooks in his lap. *
A63 EX'l'. !GNBATTAN DAY A63 *
Manhattan is in the background as the train heads into the *
heart of the city. *
63 EXT DELI DAY 63
A ROBBER races out of a Korean deli, gun in one hand, sack of
money in the other. The GROCER chases him out, carrying a
baseball bat, the Robber turns, to shoot him, when suddenly --
-- ff/NIP! A web-strand wraps around the gun and yanks it
sharply out of the Robber's hand. Stunned, both Robber and
Grocer turn. ·
A shadow disappears into the night, barely seen.
64 STREET DAY 64
A CABBIE leans against his cab, talking to a couple other
CABBIES.
CABBIE
accent)
(heavy
This is not a man. My brother saw it
building a nest in the Lincoln Center
fountain.
65 EXT .JEWELRY S'l'ORE NIGHT 65

A POLICE CAR SCREECHESto a halt in front of a jewelry store,

siren S~G. _ '1'NO COPS race up to the glass doors, which
have been smashed, the store's alarm WAILING.
 54A. bv.-Tan 4/12/2001.
65 CONTINUED: 65

0 The Cops suddenly look up, over the door, where they see THREE
JEWELRYTHIEVES and their bag of_loot caught in a web-net,
dangling from a lamppost, tied up neatly for them.

A66 EXT CONSTRUCTION

SI'l'E DAY A66

'1WO CONSTRUCTION
WORICERS
dangle their feet off a beam while
eating lunch.

-.r-: .
,r
 55. Rav.-Buff 1/9/2001
A66 CON'l'INOED: A66

CONSTRUCTION WORKER
Have you ever seen hi.s face? Neither *
have I. Wait until his wife figures *
out he's running around 1n tights. *
B66 EX'1' DARK STREET NIGHT B66

A WamN holds out her purse, huddling before a MUGGER,who's *

holding a gun on her -- *
-- until he's suddenly gone, swept up into the air by the red
and blue blur that flashes through the frame.
Ber purse falls back into frame. She scoops it up. A Note *
attached reads, "COURTESY,YOURFR%ENDLY NEIGHBORHOODSPIDER.- *
NaN." *
C66 EX'1' POLICE STATION DAY C66

A UNIFORMCOP talks excitedly with a couple other Cops.

COP
Never mind the vigilante thing, you *
seen all those webs he leaves all over *
the city, I'm gonna site the guy for *
littering. *
D66 INT DAILY BOGLE DAY D66
11110IS SPIDER-NAN?
CostUIDBd Figure Saves Fire Victillls

It's the headline of a tabloid newspaper, the Daily Bugle.

There's also a large photograph, of a burning building, and a
fuzzy, indistinct figure crawling up the side of it.
r.DMESON(0. S. )
Be's a criminal, that's who he is! *
The paper lowers with a crumple, revealing the face of J.
JONAH JAMESON, owner of the last flattop haircut in America.
r.DMESON(cont'd)
A vigilante! A public menace! What's
he doing on :my front page?
BO:&'DGN,an employee of The Bugle enters the office, *
interrupting the meeting Jameson is having with his city *
editor, ROBBIE ROBERTSON. *
BO:&'DGN *
Mr. Jameson, we have a page 6 problem..
.,.., *

--•.
--
. 19,
 ~ SSA. Rev.-Buff 1/9/2001
D66 CON'l'INUED: D66

0 J»!ESON
We have a page 1 problem.. Shut up!
*
*
ROBBIE
Be's news. *
HOFFMAN *
They're a major account, it can't *
wait. *
J»!ESON *
It's about to. *
ROBBIE *
(ignoring Hoffman) *
Ba saved six people from burning to *
death. *
J»!ESON *
- in a fire he probably started!
Something goes wrong and this creepy
crawler's there, what's that tell ya?

---
 56. Rev.-Buff 1/9/2001
D66 CONTINUED: (2) D66 -

ROBBIE
Boss, he's a hero.
tDMl!:SON
Then why does he wear a mask? What's
he got to hide? *
BOl'!lGN *
We double sold page 6. Both Conway *
and Macy·• s bought three quarters of *
it. *
ROBBIE
We sold out all four printings, Jonah.
JAMESON
Sold out?!
ROBBIE
Every copy.
tDMl!:SON
Spider-Man, page one, tomorrow! With
.a decent picture this time!
Jamason turns to Hoffman. *
JAMESON(cont'd) *
Move Conway to page 7. *
BOl'!lGN *
There's a problem ··with page 7. *
J:IMESON *
Then move them to page 8 and tell 'em *
we'll give 'em an extra column inch. *
Get out of hara! *
ROBBIE
Can't get a picture. I've had Eddie
on it for weeks, nobody ever gets more
than a glimpse of him.

J»ESON
What is ha, shy?! If_ we can get a
picture of Julia Roberts in a thong,
we can certainly get a picture of this
nut. Put an ad on the front page!
"C&ah money for a picture of Spider-
Man!" Doesn't want to be famous?!

. .-.
 56A. Rev.-Tan 4/12/2001

0 E66 EXT DAILY BUGLE DAY E66

Bis voice continues over the exterior of the building:

JAMESON (0. S.)
Then I' 11 make him ·INFAMOUS!

66 CMIT 66

A67 CMIT A67 *

 57. Rev.-Tan 4/12/2001.
A67 CON'l'INUED: A67

n
"~
B67
*
B67 CMIT
C67 EXT CHELSEASTREET DAY C67
We're looking through the glass doors of M)()NI)ANCE,a seedy-
looking diner downtown. Inside, we see Mary Jane Watson,
wearing a hideous orange waitress uniform, being berated by a
SURLYCOOK. She punches a time clock, grabs a raincoat, and
stalks out of there.
As the doors open, a blast of NOISE and grease washes out
after her. She makes her way down the street. The guy
passing her stops, checks her out. It turns out to be Peter.

I
 57. Rev.-Green 12/18/2000
A67 CONTINUED: A67

Pater makes hi.a way up a flight of steps. As ha reaches for

the door, it is opened by a ona-a%mad professor, OR. CORT
CONNORS. Connors carries· a cage.which houses a lizard.
PETER
Dr. Connors.
DR. CONNORS
You' re an hour late Parker. Class is
over. You've missed another session.
Connors sighs, looks at Pater. Be looks like hall, tired,
disheveled, bumped and :bruised, hi.a hair half-singed.
DR. CONNORS(CON'l'' D)
I'm sorry, Pater, you have a hall of a
scientific mind, :but you can't seem to
get your priori ties straight.· You' va
been late six times this semester.
PB'l'ER
Professor, please lat ma explain ..•
F .. 11
OR. CONNORS -
This is a pai.d int:srnshi.p, do you know
how many freshmen applied for it?
Dr. Connors puts hi.a hand on Pater's shoulder, starts to
leave.
PETER
Dr. Connors, I need this job!

OR. CONNORS
I like you, Pater. ·comasea ma when
you grow up a. little.
Or. Connors walks away leaving Pater with hi.a thoughts.
B67 Cldl'? B67
C67 EX'l' CDLSBA S'l'RD'? DAY C67
We're looking through the glass doors of MX>NDANCB, a seedy- *
looking diner downtown. Inside, we sea Mary Jana Watson,
wearing a hideous or~ga waitress unifol:Dl, :being :berated by a
SURLYCOOK. Sha punches a time clock, grabs a raincoat, and
stalks out of there.
As the doors open, a :blast of NOISE and grease washes out
after her. Sha makes her way down the street. '?ha guy *
passing her stops, checks her out. It turns ou~-.to :be Pater. *
 58. Rev.-Blue 4/18/2001
C67 CONTINUED: C6'7

PETER
Hey!
M.J.
(doesn't look up)
Buzz off! *
(keeps walking)
PE·l·ER
Mary Jane Watson?

She freezes. As if hearing her own name frightens her.

PETER. (cont'd)
(continuing)
M.J. :tt•s me. Peter. *
M.J.
(turns, lights up, pulls her *
raincoat closed) *
Peter! *
PE'1:ER *
Hi. How have you been? What are you *
doing around here? *
M.J.
:t live around the corner. :twas ... *
headed to an auclition.
PETER
An audition. So you' re an actress *
now. *
M.J.
Working steady. :tn fact :t just got *
off a job. *
PETER *
That's great M.J. *
M.J. *
Yeah, X'Te never been happier. :tt's *
like they say, it's all about the *
work, y'know, the work is *
everything. • . But how about you? *
liow's the photography? *
PETER *
Great. *
(beat) *
Actua1ly. • • :t haven't done much with *
it. l:'ve been kind of busy... .-: *
(N:>RE)
 SBA. Rev.-Blue 4/18/2001
C61 CONTINUED: (2) C67
PETER (cont'd)
going to college ... *
(holds up the classifieds) *
looking for a job, saving the world. *
But you! Look at you. You' re *
actually living the life you dreamed *
about. *
Suddenly, the door to the diner opens and the Surly Cook steps
out, clutching a pile of restaurant checks in his meaty fist ..
SURLYCOOK
Bey, glamour girl! Your drawer's off
by six bucks!
(MOU)

'~-~
/•·-~-'

~
 -59. Rev.-Blue 4/18/2001
C67 CONTINUED: (3) C67
SURLY COOK (cont'd)
Next time I take it out of your check,
y'get me?
(she ignores him)
Excuse me, Miss Watson, I am speaking
words to you. You get me?
M.J.
Yes, Enrique, okay? I "get ~ou,"
Enrique.
Be goes back inside, BANGING the door shut behind him. M. J.
1ooks down, can't 1ook Peter in the face. By way of an
exp1anation, she opens her raincoat, f1ashes him the unifoz:m.
M.J. (cont'd)
Some dream, huh? But it's just *
temporary. Few extra do11ars.
PETER
We11 that's nothing to be embarrassed
about. (You think they need a *
waiter?) *
M.J.
Don't te11 Barry.
PETER
... Barry?
M.J. *
(sees his 1ook)
Aren't you guys 1iving together? *
We've been going out. Didn't he tell *
you?
PETER
(recovering)
Oh, yeah. . . right.
M.J.
I think he'd hate the idea of my
waiting on tables. Be' d think it was
1ow.
PETER
We11, Barry never has 1ived on a *
1itt1e planet I like to call earth . *
. M.J. 1aughs.
PETER (cont'd)
Probab1y ha1f the peop1e starring on *
Broadway were waiters or even
dishwashers.
 59A. Rev.-Blue 4/18/2001
C67
C61 CONTINUED : ( 4)

0 M.J.
Bow come you always make me feel
better? *

Be smiles. Shrugs. An awkward moment. *

M.J. (cont'd) '*
Well •.. *
(she turns to go) *
:It's good to see you Peter. *
 60. Rev.-Blue 4/18/2001
C67 CONTINUED: '(S) C67

0 PETER
(ca1ls after her)
Maybe I'll come down and have a cup of
your Moondance coffee some day.
(quickly)
And I won't tell Barry.
M.J.
(looks back)
No, don't tell Barry.
PETER
(to himself)
No, I won't. I won't tall Barry.

Finally, he turns and starts off in the other direction. Be

walks alone.
PE'l'ER (cont' d) *
Barry and Mary Jane. Wow.
(keeps walking, sad)
Don't tell Peter.
Walks on.
067 EXT BABR.Y' S APAR'l'MEN'l' DAY 067

A cool place in Tribeca.

E67 :IN'l' BABR.Y' S APAR'l'MEN'l' DAY E67

'l'he door opens. Peter enters, downhearted. Be spots Norman

pacing around, speaking on a cell phone. NoJ:man nods to him,
Peter nods back. Be SEES Barry at the dining room table.
College textbooks open. Barry turns, out of sorts.
BARRY
Sto.z:min' NoJ:man making his weekly
inspection. Spends half of it on the
phone.
(re: open books)
Man, am I glad you're here.
 61. Rev.-Green·3/5/2001
E67 CONTINUED: E67

HARRY (cont'd)
I need your help, I'm hopelessly lost.
What's wrong with you? Somebody run
over your dog?.
PETER
No. I , uh. . • I was late and Dr.
Connors fired me.
HARRY
Late again? What is it with you?
Where d'you go all the time?

Around.
HARRY
For a -completely responsible guy,
you're completely irresponsible.
Osborn hangs up his phone.
OSBORN
Peter Parker.
Be turns. Nor.man Osborn is walking toward him, all smiles.
OSBORN(cont'd)
Maybe you can tell me who she is.
PETER.
Who?
OSBORN
This mystery girl Bar~•• been dating.

Dad •..

OSBORN
I think he wants me to meet this one, *
and believe me, it's the first time
1:ba.t ,s hap-

BARRY
(sharply)
Dad.

Osborn stops, looks at Barry what? Peter looks at Barry

too, but Barry avoids his gaze.

. -.: 19.
 62. Rev.-Green 3/5/2001
E67 CON'l'INUED: (2) E67

0 Sorry.
PE'l'ER
Barry hasn't mentioned her.
BARRY
(to change the subject)
Bey, Pete you're probably looking for *
work now. Dad, maybe you can help him *
find a job? *
Peter shakes his head, makes his way toward the kitchen. *
PE'l'ER *
Oh, no. I appreciate it, but I'll be *
fine. *
OSBORN *
It's no problem. I' 11 make soma phone *
calls. *
PE'l'ER *
No. I couldn't accept it. I like to *
earn what I get. I can find work. *
OSBORN
I respect that. *
(making his way over to Barry) *
You want to make it on your own steam. *
'I'hat's great. *
(to Barry)
Interesting, isn't it, Peter is
*
looking for work. As in, actively
*
seeking, as opposed to strenuously *
avoiding.
BARRY
What do you want from ma? I'm trying
to keep my grades up.
Peter notices a copy of the Daily Bugle on the kitchen *
counter. Be picks it up, looks at the front page. *
OSBORN
What other skills do you have Parker?

Peter looks up from the front page of the Daily Bugle, which
he's been studying intently.
PETER
I'm thinking of something in
photography.

==:r
 62A. Rev.-Green 3/5/2001
CONTINUED: (3)
E67
E67

*
A Be tosses the Bugle back on the counter,
front page.
where we see the
There's a crude sketch of Spider-Man's
under the headline:
face,

NAN'I'ED: PBOffJGRAPBIC PROOF

Bugle Offers Re,rard !

NIGB'l' 67
67
A 35le! camera is suspended in the cornice on the third floor
of a building. Peering in through the lens, we see a red
light flashing.
'l'IIR.OUGB'1'BE CAMERA LENS,
the words "Auto Shutter" flash in red in the lower right
corner of the frame.

...-.

•- 19:
 61. Rev.-Goldenrod 12/22/2000
E67 CONTINUED: E67

0 BARRY (cont'd) *
I need your help, I '·m hopelessly lost. *
What's wrong with you? Somebody run *
over your dog? *
PETER
No. I, uh ••• I was late and Dr.
Connors fired ma.
BARRY
Late again? What is it with you?
Where d'you go all the time? *

Around.
BARRY
For a completely responsible guy,
you're completely irresponsible.
Osborn hangs up his phone. *
OSBORN *
Peter Parker.
~
\_) Be turns. NoJ:man Osborn is walking toward him, all smiles.
OSBORN(cont'd)
Maybe you can tell ma who she is. . .... .
..... ·. '

Who?
OSBORN
This mystery girl Barry's been dating.
BARRY
Dad •••
OSBORN
Be wants ma to meet this one, and
be1ieva ma, it' s the first time that 's
hap-
BARRY
(sharply)
Dad.

Osborn stops, looks at Barry -- what? Peter

'too, but Barry avoids his gaze.

...,~:
•.~ ";-~·:.~
..,. : ·

. -~. ---~---
 62. Rev.-Goldenrod 12/22/2000
- E67 CONTINUED: (2) E67

0 Sorry.
PE'l'ER
Barry hasn't mentioned her. ', .
BARRY
(to change the subject)
Dad, Pete's looking for work. Give
him a job, why don't you?
PETER
No, don't do it, sir. I cou1dn't ·
accept it. I can find work.
OSBORN
I know you can. Interesting, isn't
it, Peter is looking for work. As in,
actively seeking, rather than
strenuously avoiding •
.~ BARRY
What do you want from ma? I'm trying
to keep my grades up.
Peter notices a copy of the Daily Bugle on the coffee tabla.
Ba picks it up, looks at the front page.
OSBORN
What other skills do you have Parker?·
Pater looks up from the front page of the Daily Bugle, which
he's been studying intently.
PE'l'ER
I'm thinking of something in
photography.
Ba tosses the Bugle back on the coffee table, where we sea
front page. There's
under the headline,:
a crude sketch of Spider-Man' a face,

IIAN.l'ED: PBOffJGRAPBIC PROOF

' ,.•~.,
. ~ ··~-·

Bugle Offers Rerrard!

67 NIGB'l'

A 35MMcamera is suspended in the cornice on the third floor

of a building. Peering in through the lens, we see a red.
•·•····A:;:
light flashing. :::~tJ~
:;{(Ji.~
:;.,;:rt'
..¥'':./·\
THROUGH'1'BB CAMERA LENS,·

~• words "Auto Shutter" flash in red in the lowEµ: right

corner of the frame.
 63. Rev.-Pink 2/15/2001
67 CONTINUED: 67 _.

We're looking through the viewfinder now, watching as THREE

0 BANK ROBBERSemerge from a bank, guns drawn, hostage in tow.
A dark figure swings into view and does battle with the bank
robbers. The camera on the cornice suddenly FLASHES, and in
that flash-instance, we get our first good look at --
-- !l.'BE AMAZING SPIDER-NAN, in his new, improved, extremely
snazzy costume. 'l'he image freezes, changes to --
68-69a.a'l' 68-69

A70 IN'l' DAILY BUGLE - NEWSRO(l,f DAY A70

-- the resultant still photograph. A hand flips past it, to
more pictures of Spider-Man, all good shots, swinging, flying,
web-shooting. Robbie Robertson looks up, in the newsroom of
the Daily Bugle.
ROBBIE
'l'hey' re good. Vary good. Bow' d you
get 'em?
PE'l'ER
If.I tall you, you'll sand your own
photographer. Am I hired?

ROBBIE
·..,.
It's not up to ma. Mr. Jameson hires
all staff personally.
'l'hey hear SBOU'l'Sfrom the office across the hall.
JAMESON(O.S.)
IS 'l'BA'l' WBA'l' I SAID?! IS 'l'BA'l' WBA'l' I
ASKED?!. I SAID A PIC'l'URE, EDDIE, NO'l'
AN INK BLO'l' ! WBY 'l'BE BELL CAN' 'l' ·
AN'fBODY BRING MB DECEN'l'AR'l' ON 'l'BA'l'
FIU!:AK? ! GE'l' 'l'BE BELL 00'1' OF HERE ! *
ROBBIE *
Ba fires 'em that way, too.
EDDIE BROCK, another young photographer, comes out of *
Jameson's office. Brock is shabbily dressed. *
EDDIE *
(locks eyes with Peter) *
What're you looking at greenhorn? *
Brock walks away. Jonah Jamason appears in the doorway, *
shouts after him. *
. -- .
 63A. Rev.-Pink 2/15/20_01
A70 CON'l'INUED: A70

0 AND BR0CJ.IC
JAMESON
! WOULD I'l' KILL
A DECEN'l' SUI'l'? !
YOU 'l'O GE'l'

Be turns, sees Peter, inexplicably continues in shouting mode.

·..,.
 . 64. Rev.-Buff 1/9/2001
A70 CON'l'INOED: A70

0 WHA'l'?!
J»!ESON (cont' d)

70 IN'l' J»m:SON'S OFFICE DAY 70

Jameson sits behind his desk, flipping through the
photographs. Peter is across from him, nervous, but Robbie
gives him a wink -- hang in there.
J»!ESON
They're crap.
(flip)
Crap.
(flip)
Crap.
(flip)
Megacrap. I' 11 give you three hundred
for all of 'em. *
PETER *
That seems a little low. *
J»!ESON *
Then take 'em somewhere else. *
Peter rises, starts to collect the photographs. *
.DMESON (cont'd) *
Sit down. Alright. • . I '11 give you *
five hundred. That's the standard *
:freelance fee. *
Jameson takes the photographs back and hands them to Robbie *
muttering as he points to one in particular. *
.DMESON (CONT'D) *
Tear up page one, run that shot
instead.
Pater does a double take -- page one?!
ROBBIE
Headline?
J»m:SON
Spider-Man, Bero or Menace? Exclusive
Daily Bugle photos!
PETER
Menace? Sir, he was protecting that
bank from those-
.-.
 64A. Rev.-Buff 1/9/2001
70 CONTINUED: 70

0 JAMESON
Tell you what, Atticus, you take the
pictures, I make up the headlines,
okay, that alright with you? *
PETER
Yes, sir. I would like a job, sir. *

*
*
*

.-,

jl.:;.. _. C 9
••
 65. Rev.-Buff 1/9/2001
70 CONTINUED
: {2) 70
JAMESON
No jobs! Free lance. Best thing in *
0 the world for a kid your age.
me more shots of that newspaper
Bring *
*
selling clown and I might take 'em off *
your hands. Come on, get out of here, *
I got deadlines. *·

NJNTAGE:
A71 EX'l'. NONDESCRIPTBUILDING - NIGB'1' A71 *
We see a web. A camera flashes. *
71 IN'l'. BUGLE- DAY (LATE Ar.rERNOON) 71
Jameson, Robbie and Peter in Jameson's office. Robbie hands
Jameson a front page mock-up with a photo of Spider-Man in
action. 'l'he Headline reads:
NY CHEERS COS%'UNE BERO

Jameson frowns. Crosses out "CHEERS" writes in "FEARS,"

crosses out "BERO" writes in "COWARD." Bolds up the paper.
Headline now reads:
NY n:ARS C0S%'UNE CONARD

Peter sees it. *

A72 IN'l'. JAMESON'S Ol'FICE DAY A72 *
Peter brings in an envelope, hands it to Jameson who opens it. *
More Spider-Man photos. *
72 IN'l'. BUGLE- ANOTHERDAY 72
Robbie hands Jameson another newspaper mock-up with a Spider-
Man photo on the front page and no headline.
ROBBIE
Headline?
.mMESON
(thinking)
"Spider-Man: Super-Bero or Super-
Zero?"
Peter reacts.
73 IN'l'. BUGLE - AN01·BER DAY 73
Robbie, Peter, Jameson. A newspaper is lowered to his desk .
. -.
Close shot - 'l'he headline shouts: *

..... =- .19
 66. Rev.-Buff 1/9/2001
73 CONTINUED: 73

"BIG APPLE FEARS SPIDER Bif'E ! "

Pull back all.

PE'l'ER
Why are you so hard on him? Be's on
the side of the law.
JAMESON
Be thinks he ia the law. There' s no *
place in this society for vigilante *
justice. Once one person takes the *
law in his own hands, it's anarchy. *
PE'l'ER *
(growing dissatisfaction of *
Spider-Man photos & headlines) *
Mr. Jameson. Bow about an assignment. *
I'd like to shoot something other than *
Spider-Man. *
JAMESON *
No, you just keep doing what you're *
doing. *
RODIE
J. J. , wa need someone to cover the
World Unity Festival. Lat's send
Peter.
JAMESON
World Unity Festival! Another epic
display of OsCorp self-aggrandizement.
Fine, send him, but I never said you
have a job! Meat! I' 11 give you a
box of Christmas meat! Best I can do!
NOii GB!' NB J«)RE PIC!'URES !

74-75CMIT 74-75
A76 EXT. BEADQUAR'l'ERS DAY
OSCORPCORPORATE A76
A sprawling high-rise adorning the Manhattan skyline.
76 INT OSCORPBOARDROQ,I DAY 76
Norman Osborn sits at the head of a long table in the OsCorp
board room, concluding a meeting. The cat who ate the canary •

. ..-:
 . 66A. Rav.-Tan 1/29/2001
76 CONTINUED: 76

Q In addition,
OSBORN
we've secured three major
new government contracts and I'm
pleased to announce·that as of today,
OsCorp Industries has surpassed Quest
Aerospace as the principal supplier to
the Uni tecl States military. In short,
ladies and gentleman of the board,
costs are down, revenue is up, and our
stock has never been higher.
Simultaneously, they all close the leather-bound folders that
ware open in front of them. Balkan sits forward.
BALKIN
That's wonderful news, Norman.
(clears his throat)
In fact, it's the reason we're selling
the company.
OSBORN
Nbat?!

BALKIN *
It took us ALL by s11%prise, but Quest *
Aerospace.is recapitalizing in the
wake of the bombing.

·, .-... ,~

. ~:·~· .

.,. ·: ..

· ........
, .

. -·..-~~---:
...: :.·«
,i·.·-: ...
1: . : ,.· .: .

..:..~-:-.,;·f:'
:;/:.-,':,
..
, .·:..·:~~~-.x
:~:-._
··:.
.· ,·r ·-.

.. ; ::-·';\ : ~

•"':,•' ~ ....

- ..,,.._ .•.
 .. / : .,.' ..: \ .
~.,

. ·~,.

67·. Rav. -Goldenrod 3/9/2001

76 CONTINUED : (2) 76

OSBORN
Fargaa, what the hall's going on hara?
Fargas doasn·• t respond.
BALKAN
Quest is expanding and they've made a
tancler offer we can't ignore.
OSBORN
Why wasn't I told about this?
BALKAN
The last thinq they want is a power
struggle with antranchacl management ..•
l'ARGAS
Thay want you out, NoJ:m&n. 'l'he daal !,:· •.

is of~ if you coma with it. The board

expects your resignation in thirty ·:<.··:
days.

.. ·.·
··- .

• ✓ ••

• ',. . • •.. 1; ,:

77 DAY
. '

An anoz:mous, multi-colored globe stands over Timas

today tba site of World Unity Festival, a festival
and ~ication.
ON THE STAGE
-··· .. .- ,·.·
Macy Gray_antartaina the crowd with a soulful rendition
-"Why Didn_'t You call Ma." -~-s..,.
 67A. Rav.-Goldanrod 3/9/2001
77 CONTINUED: 77

0 nt THE S'.mEET
Peter Parker works his way through the crowd taking pictures.
Through the lens ha spots a YOUNGM1'N reading the Daily Bugle.
Peter focuses on the headline which reads--
"Big Apple Dreads Spider· Bite I"

Peter lowers hi.s camera, shakes his head.

Ba takes in the spectacle before him, contl.nues working his
way through the crowd taking pictures.

.~..,;·,. ,_ .

. <.~:o·.
·:-·
-~ ~--
~ .·:_
;,.;._~-~;i)
.,.··:;.;:-.-
-:,~ ..

,:·

:itg!·

I
-
,
.
,,:.
'•"''
'11~\i
~ ........
 68. Rav.-Buff 1/9/2001
77 CONTINUED: 77

0 Giant
here,
balloons
the vibe
float in the air.
is sweetness
Thousands
and light.
are in attendance

A M.rl'liER buys her seven year old boy, BILLY, some cotton
candy. Five stories up, a balcony on one building has been
converted into
A REVIEWINGSTAND,
buttressed by two Hercules statues, one at each corner, which
appear to be holding the reviewing stand aloft.
All this under a large banner which reads "OSBORN INDUSffUES
NBLCOMES YOU !l'O !!.'HE 3RD ANNUAL World Unity Festival."

NINE ANGRYMEN ANDWaa:N, the OsCorp board of directors, sit

in a row in suits and ties, chatting up· other DIGNI'rARl:ES.
Balkan and l'argas are smiling, but it's sorta gruesome.
Barry is fixing a UNITY DAYpin to M.J. Be stands back to
study her.
BARRY
Perfect. Except how come you didn't *
wear the black dress? I wanted to *
impress my father. Be loves black.
M.J.
Maybt\a he'll be impressed, no matter
what? Xo.u think I'm pretty.

URRY
Of course I do. You' re beautiful.
ANGLEON PE'l'ER IN 'l'BI: S'l'REE'r,
Peter raises his camera, squeezes off a few shots.
'rHROUGBBIS LENS,
Pater scans the balloons, the floating streamers, comes to a
Hercules statue. Be tilts his camera up the statue's torso,
rising up, to the balcony's edge, up past Barry and M. J. , up
further... *
Ba sees Barry put his arm around M.J., leans in for a kiss.
'rime slows down, Barry's mouth approaches M.J.'s, the worst is
about to happen, but at the last second --
-- M.J. turns, giving Barry cheek when he wanted lips.

_....,
 69. Rev.-Yellow 2/23/2001
77 CONTINUED
: (3) 77

0 · ON '1'BE STREET,

Peter whips the camera down, pumps a fist in the air. Hope!
Barry, his cheek turned, is looking down at the street. Be
sees Peter, who looks back up and sees Barry. 'l'hey each see
each other seeing each other. Barry, caught in the act~
ON '1'BE REVIEWXNG STAND *
Barry averts his gaze from Peter, puts his axm around M.J., *
ushers her away. *
ON THE STREET *
Pater's expression suddenly changes, completely, his eyes
widen. We leap outside him as --
BIS SPIDER-SENSE
909s off, slowing everything to a crawl. Spidey P.O.V. races
all around him, searching the crowd for any sign of danger,
but finding nothing.
BACK ON '1'BE STREET,

things return to normal speed. Peter looks around, puzzled.

ON '1'BE REVIEWXNG STAND,

Barry leads M.J. through the balcony crowd, spots Balkan and *
l'argas, walks up to them. *
BARRY (cont'd) *
Bava you seen my father? *
'l'he two board members share an.uncomfortable look. *
FAR.GAS *
I'm not sure he'll be joining us. *
Balkan and Fargas turn, hear something. So do the others *
around them. It's a high-pitched WHININGsound. Barry and *
M.J. look for the noise, make their way to the balcony edge. *
•.
ON '1'BE STIU!:ET,

Peter is really going crazy, certain there's a problem

somewhere, but not sure what it is. Be looks UJ>·
IN '1'BE SKY, '· •·
_.., -·• -
1.,~
 69A. Rev.-Yellow 2/23/2001
77 CON'l'INUED : ( 4) 77

0 something darts
very, vezy fast.
in and out of the clouds, something small and

ON THE REVIEWINGSTAND,
Fargas is squinting up into the sky, at the source of the
whining.
FARGAS (CONT'D) *
What is that?
Balkan joins him.

I~

--
 70. Rav.-Goldenrod 3/9/2001.
77 CONTINUED: (5) 77

G Mast be new this

BALKAN
year.
· Ba raises a pair of binoculars.
· BALKAN (cont'd)
What the devil! Is that our wing?

IN MID-AIR,

we' re .flying, a first-person shot. A deranged CACKLE echoes

over the whine of a jet-engine turbine.

whatever-it-is comes through for another pass, lower this

time. But it passes so fast, zigzagging through the floats,
I·
that we can't really get a handle on it.
. .. •.
. •·...

Balkan and Fargas look troubled. But the crowd APPLAtJDS, all
smiles. Thay 13.ka this bit. ....:.•·;, ..·:
:-

=: =-~~~
=7~~• and havers, ;,ii
From behind it, we see that it's a figure atop a flying thinq, ?:·"~i<.··:: ..
and the figure reaches down to his bal t and detaches soma kind : ;.;L?\V
of device, the size .of a softball, with vertical bulges like ..';::;.:}tt~:;.
those on a pumpkin. Aa ha raisea the device, we get our first.·•·.·,'.:~;::?.::~~
. , ·',;;·:.:~·ic,; ..

,)!~
1oo k at... . ...;,/•,;;,.'f!,•fr.·

- _, gJBLIN/
Be's clad in a fozm-fitting dark green suit densely layered ..:::::?•;{;~'!,,
with complicated ci.rcui.uy, a amt we have seen before, in tha::-::: t~'.'.:-;
...
·Osco--r lab.· 09ar hi.ii face ha wears a grotesque, green demonic
..... -~:·>>!:\\;>
....._
mask, and ha has both lags astride a small. flat flying wing, · \~ 1~tJJ~
big enough for one -- also the one we saw 111 the lab. .. .. -.:.· '"'/:;'"'·::~
:-·•, .
·--

. .· The Goblin CACKLES, a hideous laugh that echoes over the

street.·
af 'nB STAGE

MacyGray, her background singers and dancers stop

look around. Weran' t info=aacl regarding this part
:."~ow. n -"':__.• ~i,. .~:rt9_,'.
And the crowd CBP:EPS! '1'hay love this guy! - ~-
.. ,.,.,

~··.
·•·}~,,";;
 '· 70A. Rav.-Goldanrod 3/9/2001
77 CONTINUED: (6) 77

()
C
'

The Goblin twitches and the Glider responds immediately,

banking and plummeting --
--·straight down toward the reviewing stand •

.-1•

,...

. ·--:~:

. ·•. ~: ~- ....

,...,
__..
. _

•
 71. Rav.-Goldanrod 3/9/2001
77 CON'l'INOED: (7) 77

G The Goblin detonates the device he holds (a pumpkin bomb) and

hurls it toward one of the Hercules statues.
n-BOCM! Hercules crumbles.· . The reviewing stand begins to
collapse, lurches lower, sways~ V. I • P. s topple, M. J. is thrown
forwa:cd, Barry backwards. -- - -

Debris showers the pavement below, nearly crushing terrorized

CITIZENS.
ON TSE STAGE *
I
Ma. Gray' a security guards rush in, cover· her, escort her to *
sat'ety. ..*
0H TSE S".l!RD'.r,
. ...~. ...

Pater elbows his way through the crowd and takes off toward
tha mouth of an allay.
. I'. : •. \:• .. .
• • • .• ~· f~~-. .... .•

CH TSE REVIEWING STAND, . ~ .. . . ~\·• .. .......

,.•.. ,•

-
there is a shudder, a CRICK and tha entire stand drops a few . · ···.•·-.·
- . ....·....···
f-t. N.J. is splayed precariously on the dangling balcony _ _..,.
---·,_ 1
balustrades. . . _. _· _'·:_.:.}~
.:.!
Barxy gata to bis feat, goes to her. But his INlight causes ..:~·':''.;:f:k,,.-J

;;;;;;~~:-:~:~·.~~~- to~~-~ to~

TD GRBEN GOBLIN ·, _ : ]l~~: ::::-·,>./.:·

·:

J!l!
soars upwa:cd. Takes another pumpkin bomb from his pouch and

::i~ -.
_ tha 1,omb'·landa with_ a '?IIUNlt, bounces to a stop right in f~Dt
____
;... ·r.:~,;:€·
of· tha m-n'Ntrs of tha OsCoz:p board. Th bomb WBIRS f ~ t•··::::-;:•;7".'.,:-_~
into_~.~, and than
AP-rI,ASJI! .
---- .,_.. -

It explodes in a brilliant orange, so bright and searing ·it · ·-

irradiates half a dozen members of the board, turning them ..... _ •
into X-ray images. - .. _.. ·-....,

: =!yet~t
;:;.;;;;;i~;-~·;;;;:
.-:-··••,•.
 ,· ~ ,·
_.-;~
...

71A. Rav.-Goldanrod 3/9/2001

77 CONTINUED: (8) 77

0 Barry crawls over to her. . . blinking

ayes, ha reaches out his hand.
to get the spots from his

M. J. reaches out her hand to him, when

·:.c"'-i.
""'\,·

'• ,' I~
_.,..: , ...,:··

\ .·
... .. ~

-":-;,-

~~cc,-;.~,- ·cc ••. ~•·,,-·-.•~---• •• ·,.··~ •• •• • •• :•·:- •• ~.. , .. ·; ~--••·· ,,"",.",.-.· •• ~ -~ -•·.:•· ,:·"-.' -~_.· --_.~·•- "" ... ,_ .._,"',-;---
 72. Rav.-Yellow 2/23/2001
77 CONTINUED : ( 7) 77

e TBE GREENGOBLIN
rises up behind her, on his Glider. Malefic grin. M.J. turns
to him, SHRIEKS. *

. ....,
 73. Rev.-Yellow 2/23/2001
77 CONTINUED : ( 8) 77

The Goblin lets out a blood-curdling CAQCLE, revels in the *

mayhem unfolding, but cuts it short, hesitates, hearing *
something. Be turns and
!'/IE AMAZING SPIDER-NAN!

swings down from a building above and (PON!) smacks right into·
the Goblin, knocking the villain clean off his Glider.
The Goblin plummets, from six stories up, except that he lands
on one of the passing floats, bounces off it, makes a nifty
mid-air twist -- ·
And crashes feet first into a large tent below, which breaks
his fall.
IN MID-AIR.,
the Glider comas sailing down after the Goblin, as with a
homing device. It S!aSBES through the globe replica, which is
knocked off its perch, and comes out the other side, heading
for the Goblin.
SPIDER-MAN

clings to the side of a building, overlooking the chaos. Bis

ayes zip over to --
TD REVIEWINGSTAND,
where M.J. is in big trouble. But than there are SCREAMS, and
his ayes zip over the other way, to where the globe replica
has begun to roll
ON '.rBE SnEZ'.r

-- crushing everything in its wake. And headed straight for

Little Billy, who stares in frozen shock as it heads right for
him. Bis Mother SCREAMS.
ON TD BUILDING,
Spider-Man fires a web at a billboard high atop a nearby
building.
AND SWINGS

. --,
 74. Rev.-Green 12/18/2000
77 CON'l'INOED
: ( 7) 77

0 in a huge arc. Straight

just as the globe rolls
for-Billy. Be sweeps the child up,
past, stamping out parking meters like
matchsticks.
THE GREENGOBLIN
is on the ground, stuck in the tangle of the collapsed tent
and surrounded by COPS, whose guns are raised.
GREENGOBLIN (CONT'D)
I surrender! I surrender! Media
violence made me do it!
'l'he Cops hesitate, and in that moment the Goblin leaps,
inhumanly, into the thick of them. 'l'hey go after him, piling
on, in a blizzard of flashing nightsticks.
NEUBY,
Spider-Man swings to the ground, depositing. Billy in the azms
of his Mother. Be looks over, to where the Cops have
blanketed the Goblin, fists flying.
But with a shocking burst of strength, the Goblin burls the
Cops off hilll, and they go flying in all directions.
Spider-Man makes a leaping run, he hand-springs, somersaults,
vaults himself in the air, and lands on hi.s feet in front of
the Goblin.

GREEN GOBLIN (CONT'D)

Bow dare you interfere with me! What
do you want?!

SPmER-MAN
World peace. But I' 11 settle for your
chin.
And he sends a FIST into the Goblin's chin.
'l'he Goblin flies across the street, crashing into a brick
wall. Spider-Man comas at him again, with another haymaker
-- which the Goblin catches in one gloved hand. Stopping it.
GREEN GOBLIN
See what I did there?
And now it's hi.s turn to throw a massive punch.
Spider-Man goes ass over elbows, smashing through an ice cream
cart and into a lamppost.
---

-
 75. Rev.-Yellow 2/23/2001
77 CON'l'XNUED
: (10) 77

0 The Goblin touches something on his wrist and a moment later

his Glider comes whizzing down, right behind Spider-Man, who
leaps up and over it at the last second.
The Goblin jumps on the Glider, CLICKS his boots into the
wings, and he's off, into the sky.
IN MID-AIR,

the Goblin banks left, turns back. Be hi ts a button and small

machine guns appear from the Glider's tips.
ON '.rBI: REVIEWINGSTAND,
Barry reaches for M.J. but she's out of reach, still trapped *
on the reviewing stand. She tries to climb to safety as it *
sways, CRACKSlike ice in springtime. Rivets POP.
IN MID-AIR,

the Goblin !'IRES at Spider-Man, raking the ground around him

with bullets.
Spider-Man fires a web up to an enoz:mous Rasta Man float. And
he swings up, out of the gunfire's path, up and over the top
of the float as the Goblin disappears into the sky.
FRaf SPIDER-MAN'S P.O.V.

we see M.J. on the crumbling balcony, imperiled. A procession

of floats hover between her and Spidey.
So Spider-Man leaps. A super jump, a tuck and roll, and he
leap frogs from float to float, one, two, three. Be makes his *
final leap for the balcony when-- . *
IN MID-AIR., *
The Goblin zooms in behind Spider-Man, wraps him in a bear hug *
and clr:ives him into the building above the balcony. Glass and *
debris rain down. *
ON '.rBI: BALCONY *
Barry is struck in the head by a chunk of debris. Bis knees *
buckle and he crashes to the floor, unconscious. *
IN MID-AIR *
The combatants trade blows. 'l'he Goblin rears back, delivers a *
crushing elbow to Spidey's jaw, sending him plummeting toward *
the balcony.
--:
~
,.:::__-.
~r--~. "*
-
 75A. Rev.-Yellow 2/23/2001
77 CONTINUED: (11) 77

0 ON THE BALCONY
Spider-Man, glass and chunks of the building come crashing *
down near M.J. causing her to roll out, to the very edge. She *
is saved by the balustrades, which break her fall. M. J. *
watches as debris crumbles, falls five stories. *
Spic:1er-Man is just about to move toward M.J. when the Goblin
appears, rising up out of nowhere~ HOVERINGright over them. *

. -.
 .76. Rev.-Tan 4/12/2001
77 CONTINUED: {14) 77

0 · Be whirls toward Spider-Man.

Glider, points at Spider-Man.
A weapon HOMS up out of the

Spidey shoots a web, it SPLATS over the Goblin's face,

obscuring his vision. A laser beam BLASTS into the wall next
to Spidey.
Spider-Man reaches up into the Glider and pulls out a handful
of wiring from underneath the wing.
The Goblin takes off, clawing the webbing out of his face, the
Glider smoking and sputtering. Safe!
No, not safe! The building ledge finally crumbles and she
falls, SCREAMING!
IN MID-AIR,
Spider-Man dives down after her, straight down, trailing a web
behind him. Be catches M.J. just short of the street, the web
pulls taut, and they bounce back up just before hitting the
pavement, like at the end of a bungee jump.
'l'hey sail back up into the air, just as the balcony final.ly
collapses behind them.
A78 EXT. COLLAPSINGBALCONY A78
Barry wakes. Be's at the edge of the balcony and just then he
sees Spider-Man swinging away with M.J.
AB78 EXT. STREET DAY AB78 *
'l'heySWOOSHby overhead. A CABBIE exits his cab, points, *
watches the duo swing away. *
CUBIE CUBIE (ALT.) '*
What the hell's that? Look, it's Superman. *·
B78 IN MID-AIR B78
Spidey and M.J. swing through the spectacular canyon of
skyscrapers, she works up the nerve to ask him:
M.J.
Who are you?
SPmER-!GN
You know.
M.J.
I do?
--=
 76A. Rev.-Tan 4/12/2001.
AB78 CONTINUED: AB78

() Your friend1y
SPIDER-!-mN
neighborhood Spider-Man.

--~
 77. Rev.-Green 3/5/2001

0 78 EX'l'. ATOP ROCKEFELLER

CEN'1'ER - TBE GA:RDENS 78

Spider-Man lands gracefully, deposits her gently on the grass,

where two YOUNGLOVERS are making out on a bench.
SPIDER-MAN
Don't mind us. She needs to use the
elevator?
Jaws drop. Spider-Man turns and leaps off the edge of the
building, throwing in a double somersault before shooting out
a web. Breathless, M.J. watches him swing away into the city.
M.J.
Spider-Man ...
79 79
ABO EXT. HARRY'S APAR'l'MENT NIGHT ABO
A tenant walks out, hails a cab.
B80 INT. HARRYAPAR'lMENT- NIGB'r B80
The door opens. Barry enters with cell in hand. Be's in a *
panic. Peter at window drinking a glass of milk. *
BARRY
Pick up! Pick up! If somehow you get *
this, call ma right away. *
(hangs up, sees Peter - he's *
manic) *
Pete! Oh,· man, I'm glad you're here. *
Any word? Bas she called? *
PETER *
Not yet. She will. *
HARRY *
She will? Bow do~ know, you don't *
know that. *
PETER *
Feeling I have. You okay? How's your *
head? *
BARRY *
They patched it up, it's nothing. *
Where did he take her? What would he *
do to her? Thank God my father wasn't *
there. That whole. scene, where'd that *
thing come from? What was it? *
(MOU) .-.
19~
 77A. Rev.-Green 3/5/2001
B80 CONTINUED: B80
BARRY (cont'd)
(re Peter's glass) *
0 What i.s that? Milk?
PE'l'ER
*
*
tJh huh, got milk. *
HARRY *
Why aren't~ worried? *
PE'l'ER *
(reJDemberi.ng) *
Oh. Right. I am worried. *
HARRY *
I've put it together. Spider-Man *
knows she's my girlfriend. He'll want *
a ransom from my father. *
PE'l'ER *
(cocks hi.s head) *
Really? What could he get? *
'flle PHONERINGS. Barry picks it up. *
BABRY *
Bello? *
M.J. (V.O.) *
(in a state of bliss) *
Bi ya. *
HARRY *
Oh, thank God! *
(to Peter) *
It's her. *
(to phone) *
Where are you? Are you alright? Did *
he hurt you? *
M.J. (V.O.) *
Ohh, noo. Be was incredible. *
HARRY *
Be was what? What do you mean he was *
incredible? *
Peter reacts. Smiles. *
.M.J. (V.O.) *
Oh, I don't know. You know. *
HARRY
Are you sure you're alright?
drugged?
Are you
Where did he take you? --- ,~
19.;**
*
 77B. Rev.-Green 3/5/2001
B80 CONTINUED : ( 2) BSO

M.J. (V.O.) *
To a beautiful roof garden. *
BARRY *
To a roof garden? *
M.J. (V.O.) *
Bava you ever been there? You should *
go. *
BARRY *
No, I've never been there, listen, I'm *
coming over. *
M.J. (V.O.) *
Why? *
BARRY *
Because you need to tell me *
everything, that's why. And what did *
you mean by incredible? *
M.J. (V.O.) *
I'm going to sleep now. *
BARRY *
Well, then, call me in the morning. *'
Are you sure you're feeling alright? *
M.J. (V.O.) *
( still blissed) *
Incredible. *
BARRY *
STOP SAYING'l'BA'l' ! C&ll me when you *
wake up, we'll go for breakfast and *
I'll buy you something beautiful ... *

Why?
M.J. (V .0.) *
*
BARRY *
Because I want to, it'll make you feel *
better. *
M.J. (V.O.·) *
G'night. *
BARRY *
Alright, g' night, get some sleep, ·uh, *
sleep tight, don't let the--- *
- -: .
-~::--••
~~ .....
;
 78. Rev.-Green '3/5/2001
BB0 CONTINUED : ( 3) BB0

0 She hangs up. One of those sloppy hang ups,

seconds for the receiver to set down.
a good three *
*
BARRY (cont'd) *
(he hangs up) *
She's still a litt1e rattled. *
Peter tips his glass of milk back, head back, finishes it to *
the last drop. Milk on his lip.
I *
PETER *
At least she's alright. *
BARRY *
Look ... about M.J. I know that was a *
picture you didn't want to take. *
PETER *
I didn't take it. *
BARRY *
I know I should've told you about us, *
but you have to undarstand, I'm crazy *
about her.
PETER
We' re friends. You didn't have to *
lie. *
BARRY
I always knew you wanted her for
yourself, but you never made a move.
PETER
I guess I didn't. *

·-,:-.-~
'"·- .:;~=.
~
 79. Rev.-Green 3/5/2001
B80 CONTINUED : ( 4) BS0

0 BARRY
Look, I'm going to get some sleep.
Bow about you?
*
*
*
PETER
I think I'll look out at the skyline. *
I'd like to pray for those people who *
died. *
BARRY
What was that thing that killed them?
It happened so fast. *
PETER
I don't know. But somebody has to *
stop it.
BARRY
Right. Well • . . I '11 pray in the *
bedroom.
Be hesitates, then moves into another room. Peter moves to
the window and looks out at the night sky, the skyline. 'rha
terror that lurks.
80 80
81 'l'BE DAILY BUGLE 81
has a front page picture of Spider-Man and the Green Goblin,
doing battle atop the Goblin Glider, next to the headline:
!'INES SCARE!
Spider-Nan, Green Goblin f'errorize City!

We tilt up from the paper to see --

OSBORN' S APAR.'l'MEN'r - EN'.rR.Y BALL DAY

-- Norman Osborn, who's been staring at the front page,

standing in the still-open doorway of his apartment.
 80. Rev.-Blue 2/12/2001
81 CONTINUED: 81

Be's dressed in rumpled clothes from last night, he must have

0 slept in them.
like hell.
Be's disheveled, bags under his eyes, looks

And there's this headline. Be looks back down at it,

uncomprehending, searching for meaning.
dN THE FR0N'1' PAGE,
wa zip down to a box at the bottom of the page, where there's
another, less prominent headline:
OsCorp Board Melllbers Killed *
IN THE APARTMENT,
Osborn rubs his head, trying to make sense of it. Be's
starting to sweat. Be SLAMSthe door --
INT DAY
and staggers away, across the entry hall. Somewhere, far
in the distance, he hears a faint CACKLE.
Be stops, looks around. Where the hell did that coma from?
Frightened now, he lurches across the foyer and up the stairs.
82 INT NOR!GN' S S'l'CDY (MASK ROad) DAY 82
Osborn enters his study, paper in hand. *
OSBORN
Somebody there?
(looks around room, to balcony, *
silence) *
Of course not.

Be moves to a small table, whisky decanters. Bands shaking, *

pours a shot, raises it to his mouth. *
GREEN GOBLIN (0. S • )
Stop pretending, Norman . ..
Be turns around, looks up sharply, the wobbling glass still in *
his hand, his face dripping, terrified. 'rhe VOICE -- *
mirthful, other-worldly, we've heard before, it's 'rhe Goblin. *
Osborn stumbles to the middle of the room. *
OSBORN
Who said that?

.,..,
 BOA. Rev.-Blue 2/12/2001
82 CON'l'INUED: 82

0 GREEN GOBLIN (0. S • )

. (his demonic monotone)
Don't play the innocent with me. *
l"ou 've known all along. *

.-. 19'
 81. Rev.-Blue 2/12/2001
82 CONTINUED : ( 2) 82

0 Who are you?

OSBORN *
*
GREEN GOBLIN *
Follo,r the cold shiver that 's running *
do,m your spine. Look, I'm right *
here. *
Norman turns to the mirror. *
OSBORN *
I don't understand. *
GREEN GOBLIN
Did you think it flfas coincidence? So
many good things. . • all happening for
you. . . all for you, Norman. *
OSBORN
What do you want?!
GREEN GOBLIN (0. S • )
!l'o say trhat you won't ••• to do trhat
you can't-- *
(shows Osborn paper in mirror) *
--to remove those in your way. *
OSBORN
(holds paper, studies it) *
'l'he board members! YOU killed them?!
GREEN GOBLIN (0. S. )
NE killed them ••.

OSBORN
Oh, God! MyGod!
GREEN GOBLIN (0. S. )
Stop 111Btrling. • • .You sicken me. • • you
ooze treakness . .•

&.,.. •.!'•··
11111!! ;. J9
'
 82. Rev.-Blue 2/12/2001
82 CONTINUED: ( 3) 82

0 respectable
OSBORN
I'm not a murderer, I'm a scientist,
businessman. The police.
a *
*
Norman scurries over to the phone, reaches for it-- *
--but The Goblin beats him to it. *
GREENGOBLIN (0. S . )
( shrieking)
HYPOCRITE! LIAR!

The Goblin rears back, heaves the phone toward the balcony. *
Norman watches it fly through the air, sees The Goblin, now *
standing on the balcony, duck as it zips past his head. The *
Goblin stands there, looking down on Osborn. *
GREENGOBLIN (cont'd) *
Norr shut up and listen! !Z'zy to
understand t:be beauty of all t:bis.
(MORE)

-~
 83. Rev.-Blue 2/12/2001
82 CONTINUED : ( 4) 82
GREENGOBLIN (cont'd)
YOU are no'ltf in full control of OsCorp .*

0 Industries.
granted
Your greatest:
by me.
,rish,
Say thank you.

Osborn thinks, takes everything in. *

OSBO:RN
Bmmm. And then what? *
GREENGOBLIN (O.S.)
Ne 'll elimina t:e your rivals. OsCorp
'Nill become the 111Dstpo'ltlerful raili tary
supplier in history. You 'll have *
limitless nalth. Presidents and *
Kings 'Nill court your favor. So don 't *
be shy. 2'ake 'ltfhat you've al'ltfays
wanted. Ponr. !'he ,reaJc will serve
you. !'he J10rld ,rill be yours and
sune. Yes. You and I, we can have a
hell of a tillle.

Osborn lurches to his chair. *

OSBO:RN *
I suppose the damage has been don•, *
right? *
GREENGOBL:tN *
Yeah. *
OSBO:RN *
Can we do it alone? *
GREENGOBLIN (0. S.) ·
!'here's only one who could stop us.

OSBO:RN
(a batter thought)
Or. • • be our greatest ally.
GREENGOBLIN
Bxact:ly! Ne need t:o have a li tt:le
chat rri th you know who. *

·.
t.iH......
.-; :-,••·
,19
 84. Rev.-Yellow 2/23/2001
82 CONTINUED : ( 5) 82

0 OSBORN
But how do we find him?
With that he snatches up the Bugle from the table top, looks
at the front page picture of Spider-Man and the Goblin.
83 83
84 ..mMESON'SOFFICE LA'l'E DAY 84 *
..mMESON
(finishing the sentence)
"The Green Goblin."
Jonah Jameson is in his office, chewing a cigar and admiring
the front page of his newspaper. Peter Parker stands
opposite. (On the wall behind Jameson is a framed photograph
of a handsome astronaut.)
..mMESON(cont' d)
You like that? Made it up myself.
Ever since Spider-Man, they all gotta
have a name. HOFFMAN! ca11 the
patent office and copyright the name
Green Goblin! I want a quarter eve%Y
time somebody says it! ·
PE'l'ER
Spider-Man wasn't terrorizing the
city, he was trying to save it! It's
slander!
J»m:SON
I resent that! Slander is spoken! In
print it's libel.
Be tosses his cigar over his shoulder, out the window behind
him.
PETER
You don't trust anybody, that's your
problem, Mr. Jamason.

:::--- ·.
i,~:
 85. Rav.-Yellow 2/23/2001
84 CONTINUED: 84

Peter walks out of his off ice. Jameson yells after him.

JAMESON
I trust my barber! What are you, his
lawyer? Let him sue me and get rich
like a normal person! That's what
makes this country-
Bis cigar flies back through the window and lands on his desk.
Jameson looks at it, puzzled, turns around --
-- and frBE GREEN GOBLIN SMASHESthrough the window frame. Be
grabs Jameson by the throat with one hand and scoops him up
off his feet, his glider hovering over the floor of the
office.
ASS IN'l' OFFICE OUTSIDE JAMESON'S OFFICE
NEWSPAPER LATE DAY ASS *
Peter's eyes pop wide as ha looks into Jameson's office.
Secretaries, reporters and other Bugle employees scurry about
to escape the mayhem. Peter quickly ducks into the hallway.
BBS INT JAMESON'S OFFICE LA'l'E DAY BBS *
The Goblin's grip remains fiz:m on Jameson's throat.
GREENGOBLIN
Who's the photographer who takes the
pictures of Spider-Man?! I need to
talk·to him about his favorite
subject. Where is he?

JAMESON
Be's a free-lancer, I don't know who
he is! Bis stuff comes in the mail.
GREENGOBLIN
You're lying.
JAMESON
(choking)
I swear!
GREENGOBLIN
This is your last chance!
JAMESON
Please •.• air ••. stop ...
SPIDER-MlaN (0. S. )
Bey.
. -.
~~

,..,~ ..
 BSA. Rev.-Yellow 2/23/2001
BBS CON'l'INUED: BBS

0 The Goblin
window.
whirls. Spider-Man hangs upside-down in the
 86. Rav.-Yellow 2/23/2001
B85 CONTINUED: (2) B85

0 SPIDER-MAN (cont'd)
I wear the tights in this town.
GREEN GOBLIN
Speak of the devil.
Be lets go of Jameson, who drops to the floor in a heap,
gasping for air.
J»!ESON
I knew it! You and Spider-Man are in
this together! I knew that creep was-
ff/NIP ! A bunch of webbing SPLATS across Jameson's mouth,
shutting him up.
SPIDER-MAN
Bey :Kiddo, let Mom and Dad talk for a
minute, will you?
The Goblin points his glove at Spider-Man and sprays gas
directly from it, into Spidey' s face. Everything goes black.
85 EXT DULY BOGLE LATE DAY 85 *
Spider-Man, unconscious, tumbles from what used to be
Jameson's window and plummets toward the ground below.
Right before ha meets his demise, The Green Goblin swoops in,
catches Spider-Man and zooms away. *
86 EX'l' NIGHT 86 *
Spider-Man is regaining consciousness on the roof of a tall
building in midtown. 'l'he Goblin Glider nearby, the Goblin
standing next to it in the shadows. Spidey tries to move.
GREENGOBLIN
Relax.
Spider-Man struggles, drags himself to a sitting position,
·against an abutment. Feels like he weighs a thousand pounds.
GREENGOBLIN (cont' d)
My hallucigen gas slowed your central
nervous system to a crawl, just for a
few minutes. Long enough for us to
have a talk. Don't worry, I didn't
remove your mask. I' 11 respect your
privacy, for the moment anyway.
Because I respect you.
\ _,...,

19~.
 87. Rev.-Green 12/18/2000
86 CON'l'nroED: 86

0 (fighting
SPIDER-MAN
to be alert) *
Who are you?
GREEN GOBLIN
A kindred spirit. A fellow
traveler... You've changed and now *
you want someone to tell you what to *
do, who to be. And there's no one who *
could possibly understand ... *
(leans in) *
... except me. *
Spider-Man looks down, at his hand. Be can raise a few
fingers, but they're trembling.
GREEN GOBLIN (cont'd)
They call us freaks. But we' re not
less than human, we are 1110rethan
human.
SPmER-MAN
I'm not like you. You' re a murderer. *
GREENGOBLIN
Well. . . to each his own. I chose my *
path. You chose the way of the hero.
And they found you amusing for a *
while. . . the people of this city. But *
the one thing they love more than a
hero is to see the hero fail, fall,
die trying. . The truth is people don' t
like heroes. Who wants an exampi.e you
can never live up to? Take my word
for it ••. in spite of all you've done
for them, eventually t:bsy ,rill hate
you. Read the headJ.ines. *
In spite of himself, Spider-Man is listening.
GREENGOBLIN (cont'd)
We are who we choose to be, but a day *
will come when you must ask yourself, *
did I choose wisely -- why am I *
risking my life for ungrateful fools~
SPmER-MAN
Because it's right.
The Goblin circles Spider-Man. *
 88. Rev.-Yellow 2/23/2001
86 CONTINUED: (2) . 86

0 Right?
GREEN GOBLIN
Wrong? Capital R, capital W?
You're young, aren't you? You believe
in truth, beauty, professional
athletes as role models. Well here' s
the real truth. There are fourteen
million people in this city, and those
teeming masses exist for the sole
p1J%Pose of lifting a few exceptional
people onto their shoulders. You, me,
we are exceptional. I had problems,
but I used my God given powers and
poof, those problems vanished.
Spider-Man stares . Be' s thinking ...
GREEN GOBLIN ( cont' d)
Imagine what we could accomplish
together. What we could create.
(loving this)
OR ••• we could destroy, cause the
deaths of countless innocents in
selfish battle, again and again. And
again, until we both are dead.
Be summons his glider. Bops aboard. Looks at Spider-Man.
GREEN GOBLIN (cont'd)
Think about it, hero.
Be cackles and shoots off into the night.
87-94Q,il'l' 87-94
95 95
AA96 EXT. !GNBA'l"l'AN DAY AA96 *
The sun rises over the Manhattan skyline. *
A96 EXT. S'l'IU!:ETCORNER- DAY A96

A Daily Bugle truck motors up to a newspaper stand. A bundled

stack of papers tumbles to a stop at the feet .of the newsstand
proprietor. Citizens gather around, fish out their money.
The proprietor bends down, cuts the twine bundling the papers
revealing the headline--
Spider-Nan, Green Goblin fl'errorize City!

L.
 89. Rev.-Blue 2/12/2001
95 CONTINUED: 95

0 96 EXT MID'l'OHNBUILDING NIGHT 96

*

Peter leans against the wall of a midtown television studio.

Be's glum. Be's staring at a line of newspaper vending
machines across the sidewalk. Each displays the headline:
"Spider-Man, 'l'ime for a Bug-Free.City!"
Mary Jane Watson comes out the side door of a television
studio. As it SLAMSbehind her, a little too hard, she turns
and looks at it, notices the sign that says "AR'l'IS'l'S ONLY."
She laughs bitterly to herself, starts walking away. Peter's
been waiting.

' ..r-:
 90. Rev.-Goldenrod 12/22/2000
96 CONTINUED: 96

0 PETER
Bey!
M.J.
(turns)
Bey.
PETER
Bow was the audition?
M.J.
Bow'd you know?!
PETER
'l'he hotline. Your mom told my aunt
told me. We have no secrets from each
other.
M.J.
So you just came by?
PETER
I was in the neighborhood. I needed
to see a friendly face. 'l'ook two
buses and a cab to get in the
neighborhood, but ..•
.·.·.· ·.
M.J.
'l'hey told me I need acting lessons. A
soap opera told me I need acting
lessons.
A light rain starts to fall.
PETER
I'll buy you a cheeseburger. Sky's
the limit, up to seven dollars and
eighty-four cents.
She laughs. She smiles. But:
M.J
I'd like a cheeseburger, but I'm going
to dinner with Barry. Come with us. ** •'
PETER
No thanks. ** ·:.
(abeat)
So how's it going? I mean, with you * .
and, nevermi.nd, none of my business •
....-:
 91. Rev.-Buff 1/9/2001
96 CON'l'INOED : ( 2) 96

0 It's not?
M.J.
Why so interested?
PETER
I'm not, am I interested?
M.J.
You're not?
PETER
Well . . . why would I be?
M.J.
I don't know. Why would you be?
PETER
Y'know ... just ... I don't know.
She smiles.
M.J.
Sorry you won't come with us.
It's raining harder.
M. J. (CONT'D)
Gotta run.
(runs)

Disappointed yet again, confused. Did she want him to confess

his love?
But he's suddenly jostled by FOOR PtJNKS, walking past him from *
behind, bumping into him.
PETER
'Scuse lllB.

They ignore him, keep walking in M.J. ' s direction. Peter

. turns, walks away. Then turns back, furrows his brow.
97 DARK S'l'REE'l' NIGB'l' 97
From high above, we see M.J. turn a corner onto a dark street.
The Four Punks catch up, surround her. They stop to admire *
her, heckle her, she says something to them. . . Now they' re
pissed. And Punk #1 goes for her purse.
DONN ON 'l'BE S'l'REE'l',
 91A. Rev.-Buff 1/9/2001
97 CONTINUED: 97

M.J.'s no pushover, she's JDl.xing it up with them. She shin-

kicks #1, elbow-jabs
Punk Punk #2, punches Punk #3 and maces *
Punk #4 with the cannister that dangles from her keychain. *
M.J.
What are you guys, from out of town or
something?

. ..r-:
 92. Rev.-Buff 1/9/2001
97 CONTINUED : (2) 97

0 Now they' re really pissed.

them. M.J. is shoved into
And bigger. And there's four of
a wall, and Punk #1 SNICICSopen a
*
knife. It looks bleak.
Suddenly, ff!NIP-NRAP! all four Punks are slammed together as *
if lassoed, and they go flying up, out of frame.
M.J. stands, slack-jawed, staring in wonder at something we
can't see. Then, suddenly, she leaps out of the way as --
-- Punk #1 comes flying back and SMJU3BESthrough a window next *
to where she was standing. Punk #2 StaCICS up against a brick *
wall, Punk #3 flies through another window and Punk #4 goes *
barreling into a trash can. They li.e about on the ground, *
either unconscious or with the good sense to fake it.
M.J. walks forward, staggered, and as we come around behind
her, we sea what she sees.
Spider-Man stands in the shadows, breathing hard after his
exertions. She looks at him, can't make him out in the inky
darkness. But we get closer to him -- and he's not wearing
his mask! Didn't have time to put it on.
Pater fumbles for it, pulls it from his waistband. But
hesitates, knowing she can't sea him fu1ly.
PETER
You have a knack for getting in
trouble.
M.J.
You have a knack for saving my ass. I
think I have a superhero stalker.
She walks closer. Ba retreats, further into the shadows,
still no mask.
PETER
I was in the neighborhood.
She stops, squints at him. She's heard that before, and
recently. Does she suspect?
M.J.
You are amazing ...
She's almost to him now -- so Peter pulls the mask on.
SPIDER-IGN
Some people don't think so.
 92A. Rev.-Buff 1/9/2001
97 CONTINUED : ( 3) 97

0 But you u_e.

M.J.

p.::;;... 19
 . 93. Rev.-Pink 2/15/2001
97 CON'l'INUED: ( 4) 97

0 Thank you.
SPIDER-:t-mN

Be leaps up, onto the wall above her, clinging there upside-
clown. She steps up underneath him. Be's right at lip height.
M.J.
Do I get to say thank you this time?

She puts her hands on his mask. . . and starts to lift it.
Spider-Man is paralyzed, can't stop her.
SPIDER-:t-mN
Wait ...
But she cloesn' t lift it all the way up. Just so his mouth is
exposed. And she kisses him. That is, she kisses him, rain
streaming clown both their faces and over their parted lips.
She pulls back. Touches his lips with her fingertips.
M.J.
'!'hat's so you'll remember where your
mouth is ..
· She replaces the mask, tenderly. Spider-Man hesitates, then
scampers up the wall and out of sight. She watches him go,
eyes shining.
·.,..
M.J. (cont'd)
Yowza.
98 CI'l'Y SCAPE DAY 98 *
"YONZA" is BEARDagain. But it's being DISTORTED into the *
sommsof the sirens of fire trucks and police cars and *
ambulances. *
A99 EXT. CI'l'Y DAY A99 *
Spider-Man swings through a city corridor. · *
SPIDER-MAN.
Help is on the way! Yowza! Yowza!
CAMERACOtJNTERS Spider-Man as he swings past lens and he heads *
towards a burning apartment house surrounded by fire trucks, *
police cars, ambulances. A crowd is there, including soma *
people who have been rescued. *
 94. Rav.-Goldanrod 3/9/2001

0 B99 EXT. APAR'l'MENT BUILDING DAY B99

FEATUm: a l«>TBER, · her two young sons holding ·on to her skirt, .
as ·she, against her will, is being forced out of the buildinq •
bJ'.·two FIREMEN. . She fights to get back in:
N:r.1-BER
Let me go, my baby' a in there,
somebody save my_baby, let me go!

FI:RDGN
It's too· late, lady, the roof's ready
to collapse.
The woman continues to struggle and scream.

~ l"IREMAN reacts to somathinq above.

l'IlU!:tGN #2
Bay! Up there! Look! It' s him!
' ·.;·.,.·
...
Above ·the crowd we SD Spider-Man swinging his way to tha
burning building. Ba di.sappears inside. We BOCM DONN to--
::·°,;• •
. :-~: --~:-·~-
.:: ,::.:-c.·•
l'DZMAN
What's.ha doing?
.. .
____
·•··-··'···· - ·--·--.~-..... ·~--~·--•··a'DDAN #2
Ba's crazy, ha hasn't a chance.
ta?BE1l . ·?:t~}:
\:;,;~~}
~t~~=-
Sava my baby, please, please! .·

:1~~::=a toto =:;sa~ is a loud ;y~

'IIIR0tJGB A
:r-:~.a ;:,====~~him,
m«>xr, l'IIU!:-ENCASED WINDON, Spider-Man
atremendous
__
:_-~:
VOICES
swings out, . ·:·:~~'],:.

Ba's alive! Be's got the kid! I

don't believe it!
The crowd applauds. Spider-Man drops into view,
tha feat. of the mother and her two boys. Ba still hQlds
parcel.

il!~t!•
~Uii:/•
/
 ··_:•;
. .. ~ ...- . -; ;, .

94A. Rav.-Goldam:od 3/9/2001

B99 CONTINUED: B99

0 SPIDER-lGN
. (extends baby)
Hare's your baby •

. (takes it)
Oh, God Bless you, Spider-Man. Bless
you, bless you.
SPmD.-lGN
(to the boys)
You children be good. Stop playing
with matches. Don't start somathinq
you can't put out. *
COP (O.S.) '.,: i :,i~;··i. :.
*·
Don't let him qat away! ::. ·.-:: ~ ..

A COP bursts through the crowd, draws his gun, level.a it on

Sp:Ldar-Man.

··:·:)Jt1''._
•,• ;;~-t_~

Look! 'l'hara'
YOONG lGN
• somapocly else!
... : . ::):~f~~
- ~

--=-::::::::::::
·--
==:~:~--i1
•• --~ ..... ··-.. • • . • ·-. . • .• • - • - • .. • • .. .. • I •• - • • - - ... • ··- • - - .•• -------~-.,~-~-X~i~

C99
- ~.lw:•:■be=~=:::~. -·01
D'l'. NDDY SN:>ltY R0CM DAY
away.
· · C9f?·,·.;,-·

~~T.:=:·E~::t:.=-be~
~·-'=~be okay - .... ~ Ml% ,
:·t:::J.::V
 \.

94B. Rav.-Goldam:od 3/9/2001

C99 CONTINUED: C99

0 OLD wamN (V.O.) *

Oh. '!'hank you sonny.• You're my hero. *
StJDDZNLY WB BEAR:

GUEN GOBLIN (O.S.)

What's wrong with l.ighti.ng up now and
then?
(another CACKLE)
'!he "OLD lamN" lats the shawl fa11 to the ground, turns. *
SPmD.-w.N "'::,,"• -· •·. .
(sees Goblin through licking *
~lama) *
Goblin!
'¥ ••• • •

GREEM GOBLIN
cloam:)
(movinq
I thought you might be :i.n the
neighborhood. ..
•.

·...·\,_
;.._..
.. :
.· : .. ' ':.
SPmD.-w.N ·,..:::~
·,..
::..>..
YOO? You started 1:!u.11!'ire •
. ,:,•.· :·~c: • , ,.,;..•;-,
.. · .:5'44'.~ ·. :.··:·,;·,;:.,•:.' -~:-.,•..' . ., .,.;·.:.:!::• l:
GlUIZH GOBLIN
You.know wbat they say: When you want .. ·····-·--- ..' .. ,._
to meat a hero, at:art a !'ire. ~;::-:;•:··,
.·,...... ....
~ ...

·. ·----::
..·\••'
(than super sm:i.ous) ..... •\ .
What about my o~!'ar? Are you in, or ...:>/·'.:;~-~-•-:)
..
are you out? ·'!·:·;,."
.~:~:·.,.::.
:~·-
.

·:· .·,. ·.·,

•···· ·- ,1 •. "' r •·

SPmD.-w.N :.-···.···: ·;
: . :..:.. ~~ .•
....
It'• you who'• out, Gobby. ,,· ......
-.;._:-'::·
(preparing to attack) . : ;>.···:.•···,.'
Ollt ..~ar goodU. . _...
GPBP GOBLIN
Your ~inal answer?

SPIDD-MAN
My ~inal. answm:.
.. . ~-:,

l~
; .

GREEN GOBLIN ··"'·:· ·

!:ttF"' You •va =••1edyour last . . .'i~

Ba. reaches
denacta
to hi.a belt,
:l.t wi.th bi.a ~t
hurls
um.
a razor
SIIJ:Cltl
bat at ~dar-Man
. • . --.': . ,la, +."' jtfj
who ·.,.. ·,/,~"-'
:,;._-:

... ···~::~.-~;-''': ·:.

... :,f.,,. C'.
• • .-_;..;·.'.· •. ;.i.',
h' ••.~. > .•
 94C. Rav.-Goldanrod 3/9/2001
C99. CONTINUED: (2) C99.

0 SPIDER-MIN
(pain)
ABBB!
Spider-Man looks down at his az:m. A deep gash oozes blood.
Be shoots a "web ball," about the. size of a so~tball, into The
Goblin's face, sending him ass over elbows back into the wall.
The Goblin rises, dataz:mined, pissed, flickinq gooey web fram
his face. When his eyes clear, Spider-Man is gone. A trail
o~ blood leads out the window. '!he Goblin's body tenses, ha *
howls with anger. *
. : .. GRl!Zlf GOBLIN . .. ·... ....
~ ~

l don't forgive and I don't forget.

You can consider my offer withdrawn!
;
·,·::.·_·

. :~:_:,•
·. ·,:
..·...:..~-'.· //:':" ,·
~; .

.,•-. ,~·- •. -· "L.::··t

...:~ ...
:· .:: ....·-~-.~::. ·--•,-

-~--
-~.

··r~:tt
I
..
:. I

..:z·:~-
..~;.;;
-------------·-··--···-·-··-···-------·~----- ----- -----------·-· -- -·--- -- ··- -- ·-·--
 95-96. Rev.-Buff 1/9/2001

0 99 INT. BARRYI s APAR.'l'MENT - DAY 99 *

A browning turkey is pulled out of the oven by a pot-holder.
Aunt May forks the turkey to test it. M.J., in her black
dress and apron, helps. The signs of a full Thanksgiving meal
are on the counter all around them, an~ the dining room table
in Barry's apartment is set for five.
Barry is fastidiously checking the table, plumping pillows,
straightening chairs. The doorbell RINGS. *
BARRY *
Okay ... he's here. *
Mary Jane comes out of the kitchen, takes off apron. *
BARRY(cont'd) *
You look great. *
Barry opens the door. Nonian Osborn stands in the hallway in *
a very nice suit, dabbing sweat off his forehead with a
handkerchief. Be carries a small, ribboned pastry box. Mary
Jane comes out of the kitchen.
OSBORN
Sorry I'm late. Work was murder.
Bera' s a frui tcaka. Who's this young *
lady? *
BARRY
M. J. , I'd like you to meet my father, *
NoJ:man Osborn. Dad, I'd like you to *
meat Mary Jane Watson. M.J. *
She flashes a radiant smile. Osborn steps closer, holding out *
a hand but also, unmistakably, narrowing his eyes. Studying *
her.
OSBORN
Bow do you do? I've been looking_ *
forward to meeting you. *
M.J.
(senses badness)
Happy Thanksgiving, sir.
AtJN'1' MAY
(moves in)
Bello Noxman. We' re so pleased you' re
here. Where's Peter? Ba better have
rememb 1:ared the cranberry sauce. . -.

....
,_ ta~,
A.JIIE'-·· -
,,-;.

n-----
 96A. Rev.-Buff 1/9/2001
99 CONTINUED: 99 _

0 Behind them, a red and blue costumed figure

living room window, unnoticed, and lands
WHOOSHES
past the

100 EXT APAR'l'MEN'l' BUILDING DAY 100 *

-- on the side of the apartment building. Spider-Man pivots
and crawls down a few floors, to his window, opens it. *
 97. Rev.-Buff 1/9/2001

101. OMJ:T 101 *

102 IN THE LIVING ROOM, 102
they hear the SMALLTHUD, and all turn toward his room. *
BARRY
That's weird, I didn't know he was
here.
AUNT MAY
Peter?
A103 INT. PETER'S BEDROOM DAY Al03 *
Peter crawls across the ceiling and drops onto the floor in *
his bedroom. *
Bl03 IN THE LIVING ROOM, Bl03 *
They hear a BIG THUD. *
AUNT MAY *
My goodness. *
103 IN PETER'S BEDROOM, 103
Bw pulls off his mask and immediately tends to his injured, *
bleeding arm. Be whips around and looks at the door, wild- *
eyed. He sees shapes moving through the frosted glass of his
bedroom door, hears Aunt May's voice calling to him.
Be still has his mask off, holding a bundle of street clothes.
104 IN THE LIVING ROOM, 104

Aunt May is nearly to the door, Norman, Barry, and M.J. just
behind her. She turns the handle, opens it, and they see --
105 IN PETER' S BEDROOM, 105
nothing. The room is empty.
BARRY
Pete?
AUNT MAY *
But there's nobody here ... *
Osborn comes in and glances .around the room. Kind of a mess,
clothes and books and science equipment scattered everywhere.
But no Peter. _....,
 97A. Rav.-Buff 1/9/2001
105 CONTINUED: 105

0 We look up. Peter, maskless,

feet over their heads.
clings to the ceiling not three
A big, fat drop of blood is oozing
from the cuts on.his arm, right over Osborn's head.
OSBORN
Bit of a slob, isn't he?
AtJNT 10.Y
All brilliant men are.
Osborn smiles, loves that Aunt May, they turn to walk out --

·-'-:
 98. Rav.-Buff 1/9/2001
105 CON'rINOED: (2) 105

-- and the drop of blood falls. It hits the light-colored

0 carpet, right where he was standing.
doorway, freezes, tilts
Osborn, the last in the
his head at the sound. Good hearing,
man. Buman Performance Enhancers will do that for you.
The others leave, but Osborn turns and walks back to where he
was standing.
On the ceiling, Spidey's eyes widen -- oh no. Osborn is
directly below him.
Osborn bends down, studies the carpet. Be sees the drop of
blood. Quickly, he looks up at the ceiling above him.
There's nobody there.
Be turns, looks at the open window. Be walks to it.
10 6 l'RQ,f OUTSIDE THE WINDOW, 106
Osborn leans outside and looks in both directions. Camera
pulls back to reveal Spider-Man clinging to the underside of
the ledge.
Apparently satisfied, Osborn turns and goes back inside.
107 INT BARRY' S APAR'l'MEN'l' DAY 107
The front door to Barry's apartment opens again. Peter
attempts a casual entrance, now dressed in street clothes and
carrying a brown paper bag.
PE'l'ER
Bey everyone. *
(kisses Aunt May) *
Sorry I took so long, it's a jungle
out there. I had to hit an old lady
with a stick to get these cranberries.
AtlNT Ma.Y
Oh, Peter. Come on everyone, let's
sit down and say a prayer.
They all move for the table. No.r:man reaches for the jellied *
cranberry log. Aunt May slaps his hand. *
AtlNT Ma.Y (cont' d)
... and Norman .•.
(indicates turkey and carving
knife)
•.. will you do the honors?
NoJ:man picks up the knife. Aunt May reacts to blood
_..,..., on
Peter's arm.
 99. Rev.-Buff 1/9/2001
107 CONTINUED: 107

AtJNT ?G.Y (cont'd)

Peter, you're bleeding!
PE'l'ER
Yeah, I stepped off a curb and got *
clipped by one of those bike *
messengers. *

Let me see.
She pushes his sleeves up, exposing the X-shaped slashes in
his forearm.
AtJNT ?G.Y (cont'd)
What in the name of heavenly glory?!
Norman Osborn' s eyes widen. Be recognizes those slashes!
AtJNT ?G.Y (cont'd)
You've got to be more careful out
there! This city has a lunatic on
every corner.
We move in on Norman, holding the carving knife, his eyes
focusing in like laser beams, staring at the distinctive cuts
on Peter's arms.
AtJNT ?G.Y (cont'd)
Everyone sit down, I'll go and get the *
First Aid kit. And then we' 11 say *
grace. 'l'his is the boys' first *
Thanksgiving in this apartment and
we're going to do things properly.
OSBORN
Peter)
(to
Bow did you say that happened?
PETER
. . . Bike messenger. *
As Peter turns to Norman, his breathing sharpens, his eyes·
widen and fill with fear, suddenly and inexplicably
BIS SPIDER-SENSE
kicks in like crazy. Everybody around him slows to a crawl,
and his P.O.V. pivots around the room, rapidly scanning every
nook and cranny for the source of the danger that must surely
be nearby. Be flips from frozen face to frozen face -- Aunt
May, M.J., Noman, Barry -- all friends, right?_---s
 100. Rev.-Green 12/18/2000.
107 CONTINUED: (2) 107

0 .
BAC1t IN THE APAR'l'MEN'l',

Peter pops out of his Spider-Sense, confused, drops of sweat

on his forehead, to find Osborn still staring at him.
PETER (CONT'D)
(finishing)
. . . knocked me down.
OSBORN
You'll have to excuse me, I'm afraid *
I've got to go.
BARRY
What? Why?
OSBORN
Something ... has come to my attention.
BARRY
· Are you all right?
OSBORN
Fine, I 'm fine. Thank you. Mrs. ·
Parker. Everyone.
AtJNT MAY *
What happened? *
Be strides out of the apartment, throwing one last look back
at Peter Parker.
BARRY
Dad!

108 IN TD HALLWAY, 108

Osborn leans against the wall in the hallway, eyes darting,
thinking a mile a minute. Barry comas out behind him, leaving
the door ajar.
BARRY
What are you doing? I planned this
whole thing so you could meet M.J. and
you barely even looked at her!
OSBORN
I've got to go.
Be turns, starts down the hall. Barry grabs him by the arm,
turns him around.
 101. Rev.-Buff 1/9/2001
108 CONTINUED: 108 ..

0 Bay, I like
HARRY
this girl, this is
illlportant to me! ·

OSBORN *
Barry, please. Look at her. You *
think a woman like that's sniffing *
around because she likes your *
personality? *
HARRY *
What are you saying, Dad? *
OSBORN *
Your mother was beautiful, too. *
They're all beautiful, till they're *
snarling after your trust fund like *
ravening wolves. *
HARRY *
Dad. . . This girl ' s not ... *
OSBORN *
(interrupts him) *
A word to the not-so-wise about your
little girlfriend. Do what you need
to with her and broom her fast.
Osborn leaves. *

What? *
*
10 9 IN 'I'D APAR.'l'MENT, 109
M.J. stands on this side of the door. Listening. Everyone
else is in the living room or kitchen. They can all hear. *
M.J. turns away and grabs her coat. Barry comes back in.
M.J. stoJ:mS past him.
BARRY
Where are you going?
M.J.
Thanks for sticking up for ma, Barry.
HARRY
You heard?
M.J. . -.
Everyone could hear that creep. *
 101A. Rev.-Buff 1/9/2001
109 CONTINUED: 109

0 BARRY
(suddenly angry)
That "creep" is my rather! Al.right?! *
If I'm lucky, I've got the brains and
the guts to become half of what he is,
so you keep your g,,-ddamn mouth shut *
about things you don't understand. *

---,
 ~ 102. Rev.-Buff 1/9/2001
109 CON'l'INUED: (2) 109

0 Barry Osborn!
AUNT MAY

M.J.
You're acting like somebody's father --
.mine!
(as she goes)
I'm sorry, Aunt May .. *
She storms out of the apartment, SLAMMING
the door behind her.
PETER
Barry, go after her! *
BARRY
I don't think so.
PE'l'ER
Barry, coma on!
BARRY
No. I can't.
(to Aunt May)
Welcome to an Osborn Thanksgiving.
Be storms into his bedroom and SLAMSthe door.
PETER
Sorry, Aunt May. It looked great.
Be jumps up, gives her a kiss, and hurries out of the
apartment. Aunt May, shocked at all the discord, sits at the
table alone. *
AONT MAY *
We didn't even get to say grace. *
110 EXT S'!REET DAY 110 *
Peter hurries out of the building. Looks for M.J., sees her *
sitting on a nearby step. She's crying. The chauffeur-dri van
Bentley drives past. M.J. gives it the finger.

Peter stands by her. She looks up at him, mascara dripping.

She needs a hanky. Be has one. Bolds it out to her.
PETER
Take it.
She hesitates, takes it.

. .,..,
 102A. Rev.-Buff 1/9/2001
110 CONTINUED: 110

0 Keep it, it's

PETER. (cont'd)
yours. Got a million of
1 am. Aunt May, a dozen every
Christmas.

_.,..,
 103. Rev.-Goldenrod 12/22/2000·
110 CON'l'INUED: 110

0 She"laughs
She laughs
through
harder.
her tears.
Then starts
She blows her nose.
to cry harder.
"Bonnnk."
Be sits next
to her.
PETER (cont'd)
That's okay. Good cry.
M.J.
I'm sorry I acted like that, but I *
couldn't stay there. Being treated *
that way brings back bad stuff. I *
hate being thought of as if I'm not *
worth anything. *
PETER
I understand.
M.J.
I know you do. Your poor Aunt May.
But I can't go back in there.
PETER
She'll be okay. She's tough. I'~ *
never seen Mr. Osborn act like that. *
I've never seen either of them act *,:..
like th•t.
(a beat)
But I know Barry really loves you. :"t:t
M.J.
Sometimes I wonder why I ever went out
.'.·:.:.::}
with him in the first place·. I guess ,........<
because he asked me. Dumb, black
dress.
'\,.\\___::i /:·_::
--:--:
__
;",·. . . . ·,

PETER
~ - . .·/:,;:
.
.. ·~-::': ,...
·:,::.·
.""·.:.- :
However, you do look extremely -·..- •·':f•::;: ...::.;

beautiful in it.
She looks at him, smiles at him.
M.J.
Thank you. You look very handsome
_.,. ·yourself tonight.
An opportunity. Be could kiss her now, but he doesn't make a · \:,/':'. '.;

~-=::7::~
==~
~~::arm
,?;
' :I,~
111-113CMCT -.r-:: . 111-113'·?~..:..:~i"'
 104. Rev.-Green 12/18/2000

0 114 EXT OSBORN'SAPAR'l'MEN'l' NIGHT 114 *

NoJ:man Osborn's apartment building. Nighttime, drifting
toward it. We hear a VOICE from inside. The Goblin.
Gm:EN GOBLIN (0. S. )
This cbl!lngss everything . ..

115 INT OSBORNS'l'O'DY NIGHT 115 *

We see Osborn, huddled on the floor, cowering in a pool of *
light at the end of the hall. Be's got something in his hand.
GREEN GOBLIN (0. S.) *
Spider-Nan is all but invincible • .. *
but Parker. • . Parker is rlssb and *
blood. • . Mt can dssuoy bi.lD . .. *
OSBORN
I can't! I've been like a father to
that boy. Be the good son. *
GREEN GOBLIN (0. S. )
llbicb is exactly ,rbat be ,ranted! Be
came to you, tbs greedy, open-mouthed,
scbemi.ng little orphan • .•

OSBORN
Be did .•.
GREEN GOBLIN
Plucked your bsartsuings like a
111/Jster... Connived bis ,ray into your
heart, leaving no room ror Barry, your
!'RUB son and heir . ..

Closer to him now, we see what he's got in his hand. It's the *
mask he has worn as the Green Goblin.· Be's clutching it in
two hands, talking to it.
OSBORN.
It's true ... oh God ...
GREEN GOBLIN (0. S • )
And no,r, after everything you 've done
ror Peter. Parker, artsr everything
you've taught bi.llJ, !l'BIS is bo,r be
repays you?! ·

OSBORN
What have I done to Barry? What have
I done to my own son?

1"--
 105. Rev.-Green 12/18/2000·
115 CONTINUED: 115

0 Betrayal
GREEN GOBLIN (0.S.)
111Ustnot bs countenancsd • .•.
Parker 111Ustbs ... educatsd.

OSBORN
What do I do?
GREEN GOBLIN (0. S. )
Instruct bi.Ill in the llllltters of loss
and pain •.. Nake bi.Ill suffer, lllllke bi.Ill
rrish he w,re dead •.•

OSBORN
Yes!
GREEN GOBLIN (0. S • )
And then grant bis rrish.

OSBORN
But how?
GREEN GOBLIN (0. S.)
!l'be cunning rrarrior attac::ks neither
body nor lllind • ••

We drift down, to the mask, which doesn't speak, of course,

that's all in No.au.n's head. But we continue to hear his
thoughts as we drift into its ghastly yellow ayes
OSBORN
TELL MB BON!
GREEN GOBLIN (O.S.)
!l'b• heart, Osborn •.• first w, attac::k
his heart.

-- and the screen turns yellow.

A116 EXT. PARDR BOUSE NIGHT Al16 *
The Parker house sits silent. *
116 INT NIGHT 116 *
Aunt May is getting ready for bad dressed in flannel pajamas. *
She moves to a photograph of Uncle Ben on the bedside tabla, *
touches it affectionately. Aunt May kneels by the bed. Ber *
knees CREAK, it's painful for her. She rests her elbows on *
her bed, which is turned down for the night, folds her hands,
and closes bar ayes in prayer. *

-.r-:

,--·----·----
 106. Rev.-Green 12/18/2000
116 CONTINUED: 116

0 Our Father,
AtJN'1' MI.Y
who art in heaven,
hallowed be thy name. Thy kingdom *
come, thy will be done, on earth as it
is in heaven. Give us this day our *
daily bread, and forgive us our
trespasses as we forgive those who
trespass against us.· Lead us not into
temptation, but· ...
Suddenly the wall behind her EXPLODES, SHA'l'TERZDglass flying *
in all directions.
Aunt May spins around, horrified, and falls to the floor. The
Goblin hovers over her and the room slowly fills with green
vapor and the horrible BUZZ of the Glider's turbine engine.
AUNT MI.Y (cont' d)
... but ... but .•. but ...
Aunt May pales as she stares into the Goblin's inhuman eyes.
GREEN GOBLIN
FINJ:SB IT! FINJ:SB IT!
Ber hands clutch her chest, she GASPS:
AtJN'1'Ma.Y
DBLIVER US FRal EVIL!!

Ber body arches, tenses, then goes limp. Ber eyes close.
GREEN GOBLIN
ANlCN, SISmR!

117 EX'l' PA!Ua!:R BOOSE NIGHT 117

From across the street, the Green Goblin's horrible CACKLE
fills the neighborhood night.
118 INT &OSPITALCORRIDOR NIGHT 118
Pater races down a hospital corridor, frantic. Be reaches the
last room on the right, ducks inside, and sees
119 INT &OSPITALROCM NIGHT 119

-- Aunt May, in a hospital bed, hooked up to a variety of

urgently BEEPING machines. DOCTORSand NURSES·SW&J:Dl around
her, treating her. Peter rushes forward, to her bedside.
PE'l'ER
Aunt May!
 107. Rev.-White 2/5/2001
119 CONTINUED: 119

0 She looks up at him, still conscious, but barely so.

PETER (cont'd)
What happened?! Is she going to be *
okay?! *
NURSE *
Sir, please! Let the doctors work! *
The nurse leads Peter to the door. The doors start to close *
when Peter hears -- *
AUNT !G.Y
Those eyes ... those horrible yellor
eyes!
A Doctor hurriedly puts an oxygen mask over Aunt May's face. *
The door shuts in Peter's face. *
120 Qa'I' .120

A121 IN'1' HOSPITAL CORRIDOR NIGH'!' A121

Peter's own eyes widen as he realizes who she means. *

PETER
The Goblin. Be knows • . . oh God, he *
knows who I am. ..
121 IN'1' HOSPITAL~ NIGB'I' 121

The middle of the night. Peter sits a lonely vigil in Aunt

May' s hospital room. Be's brought a picture for her bedside,
a framed shot of May, Ben, and himself.
Be looks at the picture, at Uncle Ben. Gone. Back at Aunt
May. Nearly killed, because of me. Be leans down, kisses her
forehead as he blinks back tears.
PETER
I'm sorry.

.....
,Cr •- J
~

,.
tium;+.
 108. Rev.-White 2/5/2001

0 Al22 INT. HOSPITAL HALLWAY

- DAY Al22 *

M.J. carries a bouquet of flowers, checks room numbers as she *

passes. She comes across Aunt May's room, peeks in. *
Peter sits in a chair next to Aunt May's bed, his head in his *
hands. Open text books and fast food sacks lie scattered *
about. Aunt May is asleep. If it wasn't for the surroundings *
and the circumstances, it would be a beautiful sight. *
M.J. takes this in, moved. *
122 INT HOSPITAL ROCM DAY 122
FAVORPE'l'ER. 'l'here's a soft TAPPING from the door behind him. *
Be turns. It's M.J. Be lights up. *
M.J.
Can I come in?
Peter nods. M.J. looks at Aunt May. She comes to Peter, *
still holding the flowers, puts her arms around his neck, *
gives him a hug. Be closes his eyes, almost can't bear it.
M. J. (cont'd)
(with arms around him) *
I'm so sorry. I just heard about it. *
She turns to the bed, moves closer to Aunt May. She lays the *
flowers on the bedside table, gently touches Aunt May's *
forehead. *
M.J. (cont'd) *
Will she be okay? *
PETER
We think so. She finally woke up this *
morning. For a while. 'l'hanks for
coming.
M.J.
Who would do this to your Aunt May? *
Why would anyone want to hurt her? *
Peter doesn't answer. *
M. J. (CON'l'' D) )lit...
I'm sorry, Peter, I know you've asked ** l'

yourself these questions. *

PETER *
It's okay, how about you? Are you ~ *
alright about the other night? *
 108A. Rev.-White 2/5/2001
122 CONTINUED: 122

0 I'm sorry
M.J.
about that. Makes things
*
*
worse for everybody. *
PETER *
You were fine. Have you talked to *
Barry? *
M.J. *
Be called me. I haven't called him
back.
She turns away from Peter, looks at sleeping Aunt May. She
takes the time to tuck in her bed sheet.
M.J. (cont'd)
(without facing Peter) *
'l'he fact is, I'm in love with somebody
else.

You are?
M.J.
At least I think I am.
(turns to Peter)
'l'his isn't the time to talk about *
this. *

19
 109. Rev.-White 2/5/2001
122 CONTINUED: (2) 122

0 No, go on.
PE'l'ER
Would I know his name? *
This guy.

M.J.
You'll think I'm a stupid little girl
with a crush.
PE'l'ER
Trust me.
M.J.
I'm like head over heals, it's
whacked ...
PE'l'ER
Who is he?
M.J.
It's funny. Be saved my life twice,
and I've never seen his face.
PE'l'ER
(pleased)
Oh. Bim.
M.J.
You're laughing at me.
PETER
No, I understand, he is extremely
cool.
M.J.
But do you think it's true, the
terrible things they say about him?
PETER
No way. That isn't Spider-Man, not a
chance in the world. I know him a
little bit. I'm sort of his
unofficial photographer.
 110. Rev.-White 2/5/2001
122 CONTINUEO: (3) 122

0 M.J.
Bow do you always manage to find him?
PETER
Wrong place, right time, I guess.
M.J.
You ever talk to him?
PETER
Sometimes.
M.J.
Does he ever talk about me?
PETER
Oh ... yeah ••• once. Once he asked what
I thought of you.
M.J.
What did you say?
PETER
. (searching for the words)
I said ... I said, Spider-Man, I said
the great thing about M.J. is when ...
when you look in her eyes and she's
looking back in yours and smiling,
well, everything feels ... not quite
normal because you feel ... stronger. *
And weaker at the same time and you *
feel excited and at the same time
terrified. The truth is, Spidey, I *
call him Spidey sometimes, the truth *
is you don't know what you feel, *
except you know the kind of man you
want to be and what it is, is, it's as *
if when you're with her, it's as if *
you've reached ... the unreachable ... and
you weren't ready for it.
And he looks up, because these inner thoughts were said out *
loud, and M.J. is staring at him, tears welling in her eyes.
M.J. *
You said that? *
PETER
Oh ... umm... ssssomething like that~
Aunt May opens her eyes ... looks at them, unbeknownst to them. *
 llOA. Rev.-White 2/5/2001
122 CONTINUED: (4) 122

0 Peter is embarrassed, he's said too much. To his surprise,

M.J. reaches out and takes his hand. Which, of course, is
exactly when --
-- Harry Osborn comes l:,n the door, carrying a bouquet of
flowers. Bis eyes go immediately to M.J. and Peter, standing
so close, holding hands, looking at each other in That Way.

Bello.
And they confirm it all by hastily withdrawing their hands.
Barry's face hardens.

·;i):
,. /.
.
 111. Rev.-Buff 1/9/2001

123 EXT OSBO:RN'SBUILDING NIGB'l' 123

'l'hat night. We drift toward the rooftop colonnades of Noz:man
Osborn's spooky apartment building.
124 INT Fl:RS'l' FLOOR NIGB'l' 124
Barry comes in the front door.
BARRY
Dad?
No answer. But light spills from the staircase that leads up .
125 INT UPS'l'AIRS BALL NIGB'l' . 125

Barry stands at the bottom of the stairs, he can faintly hear *

voices, ANGRYMCRMURING. But he can't make out the words.
BARRY
Dad? Is that you?
'1'he voices abruptly stop. A moment later, his father appears
at the top of the stairs. 'l'hey talk, from this great *
distance. Osborn is just a dark shadow. *
OSBO:RN *
What is it? *
BARRY *
You were right about M.J. You were *
right about everything. She's in love **·
with Peter.
OSBO:RN *
(pause) *
Parker? *
Osborn begins to move down the stairs toward Barry. *
*
Yeah. *
OSBO:RN *
.And ••• how does he feel about her? *
BARRY *
Are you kidding? Ba's loved her since *
the fourth grade. Ba just acts like *
ha doesn't. But there's nobody Peter *
cares more about. *
. .,...,
Osborn's eyes light up at this information. *
19
 112. Rev.-White 2/5/2001
125 CONTINUED: 125

0 OSBORN
I'm sorry ...
(pause)
I haven't always been there for you,
have I?
HARRY
Well. . . you' re busy. . . you' re an
important man, I understand that.
OSBORN
It's no excuse. I'm proud of you.
And I lost sight of that somewhere.
But I'm going to make it up to you.
I'm going to rectify certain ...
inequities.
Be comes into the light, slips an arm around his son. Bugs
him. It'd be nice, if it weren't so creepy.
OSBORN (cont'd)
I love you son.
126 Drl' HOSPITAL ROCM NIGB'l' 126
FAVORPETER, his eyes closed, homework on his lap. Then, as *
if from a horrible dream, he opens his eyes, startled, looks *
around, trying to come awake. *
WXDER. SB0'1' *
Aunt May, in her bed, looking at him. (M.J.'s flowers, now in *
a vase on the bedside table.) *
AUNT MAY *
Peter. Pete? *
PETER *
(suddenly aware, sees her) *
Buh? *
(he stands quickly, his *
homework falls to the floor) *
You' re awake. '1'hat' s good. Good. *
· You okay? *
AUN'l' MAY *
I'm okay, but I think you should go *
home and get some sleep. You look ~
*
awful. ~

*
:'

n:·
 112A. Rev.-White 2/5/2001
126 CONTINUED: 126

0 PETER
And you look beautiful. *
(a beat) *
I don't like to leave you. *
AUNT lG.Y *
I'm safe here. *
PETER *
I should have been there. Maybe I *
could've done something. *
AUN'l' !G.Y *
Done something? *
She gives a light-hearted chuckle. *
AUN'l' !G.Y (CONT'D) *
You do too much. College, a job, all
this time with me -- you're not
Supm:man, you know.
(Peter can't help but find that *
funny) *
A smile, finally.
(MORE)

•.
,.
 ..:::-~--."
-~-~

126

~:~•F;
.:·•,_-·.•,
••\
 115. Rev.-Buff 1/9/2001
A133 CONTINUED: A133

0 She pulls herself

in pain.
to her feet, disoriented,
She takes a step backward but stops,
holding her head
suddenly, *
windmilling her az:m.s for balance. Looking down, she sees
-- the roadway of a bridge, hundreds of feet below her!
She GASPS, takes a step back, horrified as she figures out
where she is. Camera leaps back to reveal that she stands *
-- AffJP 'I'JIE NES!rERN roNER OF 'I'JIE QUEENSBORO BRIDGE!

133 EXT NEARBYBUILDING NIGHT 133 *

Spider-Man lands on the side of a building. Be sees the *
Goblin Glider soaring past, toward the top of the west tower *
of the Queensboro Bridge, where M.J. is still stranded. *
134 EXT. QOEENSBOROBRIDGE NIGHT 134 *
M.J. hears a WHININGsound and turns, just in time to duck as *
The Goblin zooms overhead. She watches as he rockets toward *
the Roosevelt Island Tram Station. *
135 IN'l'. NIGB'l' 135 *
A red tram with ten EIGHT YEAROLDS wearing New York Rangers *
paraphernalia watch in awa as The Goblin zips by. They rush *
to the windows, as do the 'l'BREE DADSwho are chaperoning them, *
for a better view. *
136 EXT ROOSEVELTISLAND TRAMS'l'ATION NIGHT 136 *
The Goblin CACKLESwith glee as ha races toward the tram *
station. A rocket launhcer emerges from the glider. WBOOSB! *
The rocket launches, headed toward the station. *
The Goblin peels off just as the rocket barrels into the tram *
station, obliterating it in a massive ._ball of flame and smoke. *
137 BX'l'. QOEENSBOROBRIDGE NIGHT 137 *
M.J. lit from the fireball, takes in the carnage. *
138 EX'l'. NEARBYROOFTOP NIGHT 138 *
Spider-Man watches as flame and smoke bellow out of what *
remains of the tram station. Ba leaps off the building toward *
the bridge. *

....-,
 116. Rav.-Buff 1/9/2001

0 139. EXT QtJEENSBOR.O

BRIDGE NIGB11' 139 *
M.J. watches in horror as huge chunks of debris from the tram .*
station rain down on the roadway below her. *
140 EXT. QOEENSBOR.O
BRIDGEROADWAY NIGB11' 140 *
Cars come to a screeching halt, others crash into one another, *
as flaming chunks of the tram station plummet from the sky. *
141 EXT. QUEENSBOR.O
BRIDGE NIGHT 141 *
Spider-Man zips toward the bridge, sliding across a web he has *
shot. *
142 EXT. 2ND AVENUE '1'RAM STATION NIGB11' 142 *
From inside of what remains of the tram station, a cable *
SNAPS, WHIPS LID A SNAia:, rockets past camera. *
143 INT • '1'RAM NIGBT 143. *

'1'he EIGBT YEAROLDS and the 'l'BREE DADS, suspended several *

hundred feet above the river, watch as the snaking cable whips *
toward them. '1'he tram suddenly drops. *
144 EXT. '1'RAMNIGBT 144 *
SCREAMSare heard as the tram plummets toward the water below. *
'1'he Goblin rockets into frame, grabs the dancing cable and *
zooms away, halting the trams' descent. *
145 · EXT. QUEENSBOR.O
BRIDGE NIGB11' 145 *
Spider-Man drops onto the vertical high-tension wires that *
hold the bridge aloft, takes a giant leap and lands on the *
bridge. *
GREENGOBLIN *
Spider-Man! *
Spider-Man looks up, sees-- *
--'1'he Goblin, standing at the edge of the bridge tower,
clutching M.J. in one hand, the cable holding aloft the tram ·
full of kids in the other.
GREENGOBLIN (CONT'D) *
This is why only fools are heroes! *
Spider-Man freezes. . .,., *
 117. Rev.-Buff 1/9/2001
145 CONTINUED: 145

0 Because
GREENGOBLIN (cont'd)
you never know when some
*
*
lunatic will come along with a *
sadistic choice •.. *
Be shoves M.J. further out, so her toes are actually over the *
edge. She looks down, almost loses her balance. Cars race *
over the bridge platform, two hundred feet down. *
GREENGOBLIN (cont' d) *
Let die the woman you love ••• *
The Goblin loosens his grip on the cable, lets it slip through *
his ·hands causing the tram to drop, a sickening dip. The *
children SCREAM. *
A'l'OP 'l'BE BRIDGE *
The Goblin watches with glee, tightens his grip on the cable. *
GREENGOBLIN (cont'd) *
••• or suffer the little children. *
Spider-Man watches as the tram sways horribly, sees the *
pleading faces of the Children and their Fathers as they POtJND *
on the glass, begging for help. *
Ba looks back up, seas J.J. teetering over the edge, the *
Goblin's hand in her back. *
GREENGOBLIN (cont'd) *
Make your choice, Spider-Man, and sea *
how a hero is rewarded! *
Spider-Man is momentarily paralyzed, torn in half. *
The tram quivers. *
M.J. teeters. *
GREENGOBLIN (CON'l''D) *
This is your doing! rou caused this!
!'bis is tbs life you have chosen!

Spider-Man looks, left, right, left, right, agonizes over. his

choice. *
GREENGOBLIN (CON'l''D) *
Choose! *
The Green Goblin lets go of M.J. and the cable at the same *
time, sending them to their deaths below. *

•--- r
19
 . ,.. ·~:- .

118. Rev.-Goldanrod 3/9/2001

145 CONTINUED: (2) 145

0 Spider-Man watches as the tram falls before him, M.J. behind

him. Be looks back and forth, turns, sprints a1ong the bridge
toward M.J. and leaps--
--grahbing M.J. in mid-air. Ba shoots a web to the
undercarriage of the bridge, swings underneath with M.J.
SP.IDER-!GN
Bold on!
Be releases his web, grabs the cable to the tram. dancing
before him. 'l'he weight of the tram yanks Spider-Man and M. J.
down, out of frame.
m MID-AIR

Spider-Man, the cable in one hand, M.J. on his back, falls

with the tram to tha water below. "".-,;.

Spidar-Man uses his free hand to shoot out a wab toward the
underaida of the bridqa. '1'ha wab sticks.
1,,....
..
v
1,6

14'7
INT.

equipment
an.
DIM - NIGH
'1'ha tram comas to
tumble
BRmGB BOADWAY -
a halt,
about.
mmr.r
bounces up and down. KI!)S, DADS and·.:.·.: ..·

?'1fJJ
A cz:olld has fozmad atop tha bridge. Sama cheer at Spidar-
Man'• heroics.
148 EXT. QtJDNSBOROBRIDGE
,.
Spider-Man's body is stratchacl to the limit with one hand
boldinq on to the cable, the other the web.
149 CKr:

··_
f~z{t
----- .·,. <;, ·.'

.·,-:
·-t:!Y:J:j~
,···.):S'.\;I

1 q.-
 119. Rav.-Golclenrod 3/9/2001
149 CONTINUED: 149

0 *
150 EX'.I!. QOEENSBORO BRIDGE NIGHT 150
Spider-Man looks at M.J. *
SPIDER-lGN
Climb down.
M.J. turns, looks at him, confused.
SPIDER-lGN (cont'd)
'?ha cable to the tram, climb down.
. : -~ ~-..
M.J.
(voice quivering)
I can't.
SPIDER-lGN
M.J., just do it.

M.J.
I •m. scared .

• IC. ii.
to his
looks
ayes.
'tJ:ust ma.
him. in the
SPIDD-!GN

ayes, down to the water below, _ ~~~1

.
· '.
·. _.;-:::~·
- ·---·-.
.. ·::•.
...
.•!'-~:~ c.;,t
~;~:;\:/•~J~ f
:,,...

, ~ .. ( 1;
..

SPIDBR-!GN (cont'd) . .... ·.':..~,:-:•·:::~

; ~ ~-

!'rust ma. .\::)t;::l

Sha climbs down his body, than the cable.
. L:
Spi.daz:-Man watches M.J. dascand the cable. Ba hears a 'NIIDm •··\\:'.•.; :
. ·• .I':,... ..:·: ,.~•.
~J:0111 behi.nd and tu:ns to •- just as-- ... ..
: ...; ,;:·~-~-.
. .' ..__
ot;' _..•,.,:: ..

--The Goblin hauls o~~ and cold cocks him in the jaw, ZOCIIIUI . :::-:;;i/:
away. . . :i:\ ?:;~.
:. ,_:_~_
~~~-·;.i;;r,:::~•i
1

. The ~orce o~ the blow causes Spi.dar-Man to sway back and

aa ha stz:ugglas to NDain conscious. · <:->(~.:;;~.
CM 'JD CUL£ . . ~-.::::;=
M. ii. barely manages to hang on as she is thrown side to si.da·. :?:~!,t
151
The tram dips again, causing bodies to go flying.
- ..-:;- -~....

:, . :·,. .
-',.:;.:;-~.-·•:: ...r;
-~:
.. • ' I • • • •~: •

•
 120. Rev.-Buff 1/9/2001

0 152 EXT. QUEENSBOR.

BRIDGE - NIGB'l' 152 *
The Goblin swings around for another assault. Be CACia.ES as *
he extends his arm, exposing the razor sharp blades which *
adorn it. Spieler-Man watches, helpless as The Goblin delivers· *
a crushing blow to his stomach. Pieces of flesh and Spicley *
suit go flying. Be loses his grip on the cable. *
WIDE SHOT OF TRAM&·M.J.
. PLUNGINGTOWARD
.
TBE WATERBELOW *
Spieler-Man dangles from the web grasping for the cable snaking *
past him. As the last of the cable whizzes by he lunges for *
it, catches it. Spieler-Man SCREAMSout in agony, blood *
gushing from his hand. *
The cable goes taunt causing M.J. to lose her grip. She *
falls, landing on the tram below. She raises her head and *
sees Spider-Man, head to the side, out of energy, holding on *
to cable and web. She hears the glider's engine and sees The *
Goblin circling in for a final blow-- *
--but he stops. .Looks at Spieler-Man before him, his body *
stretched to the limit, looking like a rag doll with his head *
to the side. Be almost looks as if he feels sorry for Spider- *
Man. Bis hovering engine emits a light BCM. *
Spieler-Man raises his head, looks at the Goblin. *
Sorry for? Naah ! The Goblin gi vea an evil grin and the *
glider races toward Spieler-Man full throttle. *
Spieler-Man braces for the blow. The Goblin zeros in on his *
prey, cocks back a fist-- *

--but a huge chunk of asphalt clocks him in the aide of the *

head, sending him spiraling out of control, past Spieler-Man. *
The Goblin regains control, looks around. Where the hell' d *
that come from? Be raises his head just as he is pelted with *
more asphalt, bottles, shoes,. etc. *
We POLL BAC1t to reveal a bridge full of New Yorkers hurling *
anything and everything they can get their hands on. *
GREENGOBLIN *
(covering his face) *
· · :1:1:1:1:1:1:1:1:1:1:1:1: :1: ! *
Be zooms out of sight to avoid the raining debris. *
*
.,.., .
*
~\\
'Ii•·
.. '19
 ."' ·.. .~..
,,:

121. Rav.-Goldanrod 3/9/2001

0 153 EXT. BRIDGE - NJ:Gll'r · 153

Spider-Man looks down, sees a massive mound of rock that *
spreads from the support piling. Be eyes the cheering crowd *
and with newfound strength starts to lower the tram to the
.. pi.ling.... . -· -·* ..

154 CMIT 154 *

155 EXT. SUPPORT PILING - m:GBT 155· *
The tram touches down gently on the rocks. M. J. stands, looks *
up. We push in on her face looking adoringly at Spider-Man. *
156 EXT. DIDGB - NIGIIT 156
Suddenly, a 1ina wraps around Spider-Man's waist. ..,
.····.:·..
The Goblin zooms by, holclinq the rope. It goes taunt and .. . . ~ ·, ;:...
yanks Spidar-Man out of frame. : ·,•. v.o/ _.,;,·_, ·

.-· / ~:~~. ;· .
Spider-Man thrashes about as ha spins out of control behind
the glider.
157

158 EXT. UPRQACIIING ROOSEYZLT ISLAND - NIGHT

The Goblin turns around and CACKLES, getting a kick out of ..

watclu.ng Spider-Man strugqle.
Ba's seen enough, holds out his &J:DL, once again exposing the .. ~::.;.:?~~
blades on it, and SNICltS through the rope. Spider Man goes ·:.;: 0 ,·~~ ..-.

crashing :i.nto tha abandoned hulking ruin of a co~ amal.1 :·-~ .::·:~\;
..
..~-::.·_
·. . ..... ·.-:'.·
pox hospi.ta1 on ltoosaYalt Island below. -----.. ···--· .. -;:--•

\f~Itl
·-· ···--. ...._....·
~ ..... ,
..-:·-~r:;
··- ._-.,..,._,;_.__.
. ..,·'-:·:·."!"·~:"-:.'tt:.

-""''
-.,.
a,,,,:
,flllllli:,.
19
 122. Rev.-Buff 1/9/2001
158 CONTINUED: 158

0 159-164a.!IT 159-164 *

165 INT. BOLiaNG RUIN NIGHT 165 *

From below, we watch as Spider-Man crashes through the tm:mite- *
infested boards of the third floor. As he falls he shoots a *
web to a support beam, swings down and smashes through a wal·l *
of crumbling brick and rotten wood, knocking him out and *
ripping off the majority of his mask. *
166 INT. BOLKING RUIN - NIGHT - LATER 166 *

Spider-Man comes to. can't qui ta make out where he is. Light *
streams in from the massive holes of the condemned structure. *
Dust dances about, making it difficult to see. *
Be looks up, hears the WBOOSBINGof the Goblin's Glider *
circling about. Ba gets to his feet, staggers and falls down. *
Pulls himself back up. Ba looks at himself, covered in blood, *
costume in shreds. *
Ba hears a strange blood curdling scrapping noise. Ba looks *
around, spots the lone unbroken window in the structure *
covered by a wooden shutter • *

• Ba approaches
the shutter.
flapping
through,
They encircle
the window, still punch-drunk and flings
A horde of razor bats press against the window,
their wings against the glass.
sanding shards of glass raining
back
Suddenly they burst
clown on Spider-Man.
him, diva, SLICE and SLASB at the few parts of
*
*
*
*
*
his body that remain unbloodied. Be screams out, tries to *
swat at tham but that only leaves massive gashes in hi.a hands. *
Spider-Man looks across at the wall on the far end of the room *
and races toward it. The sw&J:mof razor bats follow. *
Be runs full spaad at the wall, jumps, plants his feet on the *
wall and does a back flip. The razor bats fly under him, *
crash into the wall, crumple to the ground. *
Spider-Man looks at the heap of razor bats on the ground. A *
cocky smi.les creeps across hi.a face. *
SPmER-MJUf *
You ain't so bad. *
Bis happiness soon fades as more bats come after him. Be *
flips and tumbles around the structure to elude them, but is *
quickly overtaken as they revert to ripping him to shreds. Be *
falls to the ground. *
GREENGOBLIN (0. S . ) "*
Enough! p.: .. : 10 *

L
 122A. Rev.-Blue 2/12/2001
166 CONTINUED: 166

0 The razor bats fail

slicing and dicing.
to heed their master's call, continue

GREENGOBL:m (O.S.) (CON'l''D)

I SAID, ENOUGB!

The razor bats stop their destruction, meekly fly away.

Spider-Man rolls over in a.daze, ·an outline of blood marking

his previous spot. Be looks up at The Goblin hovering over
him, tries to stand. Bis lags turn to jelly and ha crashes to
the ground. The Goblin laughs, reaches down onto his glider
and pulls out a rod. Be presses a button and three blades pop
out giving the weapon a pitchfork/spear appearance.
GOBLIN (CON'I'' D)
GREEN
Ahhh, misery, misery,
misery. Again
and again I've tried to make '111:':fcase,
but you won' t oblige. Bad you not
been·so determined, your sweetheart's *
death would have been quick and
painless, but now, now that you've
really pissed ma off, I'll see to it
that it's slow and. • . painful.
(moving in for the kill)
••. just •.. like ... yours.
The Goblin rears back with the spear, brings it down on Spider-
Man's chest. At the last moment Spider-Man catches it, looks
at The Goblin, his strength returning. Be yanks the spear
from The Goblin, SMJlSBESit against his head so hard it sends
The Goblin flying back ten feet crashing to the ground.
Spider-Man rises, pissed, full of adrenaline, furry. Be
breaks the pitchfork over his knee, tosses the parts to the-
side. Be grabs The Goblin by the chest, pulls him up from the
ground, throws ·a haymaker to The Goblin's jaw.
The Goblin goes flying through a nearby wall. The Goblin
rises, manages to advance. QACit ! Spider-Man deli vars
another devastating blow. The Goblin crumples against a
nearby stone wall.

GREENGOBL:m (CON'l''D)
Please ...
Spider-Man picks him up yet again, his rage is barely
controlled. Be pulls his fist back for another blow, and
knowing this one will put him down for the count, Goblin, to•
save himself, pulls off his mask to reveal No:i::manOsborn.
 . 123. Rav.-Buff 1/9/2001
166 CONTINUED: (3) 166

0 Peter ...
GREEN GOBLIN (CONT'D) *
*
Spider-Man, his fist still in the air, ready to deliver the *
final blow, stares in the face of his best friend's father. *"
Shock. Disbelief. Be rips off pieces of his own mask to make *
sure he's seeing right. Be is. Be lets go of Osborn who *
slumps to the floor, looking up at Peter, pathetically. *
OSBORN *
(small voice) *
Peter ... thank God for you. *
Peter, his hands covered in blood, trembles, still with rage, *
shaken by the violence he feels inside.
PETER
Can't be ... you're a monster. *
OSBORN
Please, Peter, don't let it take me *
back. I need your help. I'm not a *
monster. *
PETER
You killed those people on the *
balcony, you could have killed your *
son. *
OSBORN
"I'l'" killed. 'l'he Goblin killed. I *
had nothing to do with it. Please, *
don't let it have me again. Protect *
me, I beg you. 'l'alk to me about this-- *
Surreptitiously, Osborn brings his right hand around in front
of him, unseen by Peter. On his wrist, the 'l'OUCBPAD CON'l'ROLS *
of the Goblin Glider.flash patiently.
PETER
You tried to kill Aunt May. You *
wanted to kill Mary Jane. *
OSBORN *
But not~, I would never hurt you. *
Osborn presses the RED BtJ'l"l'ONon the pad. Peter doesn' t see. *
Behind Peter, the Glider rises up into the air without a *
sound. Osborn keeps talking, to keep him distracted.

..,,
,;ll'fl.\:.-·
 124. Rev.-Buff 1/9/2001
166 CONTINUED
: ( 4) 166

0 OSBORN(cont'd)
I knew from the beginning if anything
*
*
happened to me, you·were the one I *
could count on, you Peter Parker, ·*
would save me, and so you have. Thank *
God for you. *
During this, Osborn pushes himself to his feet. With his back *
against the wall, holds out a hand in pathetic supplication. *
OSBORN(cont' d)
Give me your hand. Believe in me as I *
believed in you. I was like a father *
to you. Be a son to me now. *
PETER
I have a father. His name was Ben *
Parker.
Suddenly a look crosses Peter's face. Osborn begins to *
cackle. It grows louder, crazier, totally, happily insane. *
BIS SPIDER-SENSE KICKS IN *
OSBORN *
God's speed, Spider-Man. *
Spider-Man's perception leaps outside his body and whips *
around, giving him a look behind him, just as --
-- the Goblin Glider's SPEAR rotates into position on the
front of the moving Glider, in ultra-slow motion, just a few
feet behind Peter, headed straight for his back!
In sudden real time, Peter hurls himself to the side, twisting *
and bending in a near-impossible contortion --
the Glider's turbine SCREAMSas it whistles just past him --
terror creases Osborn's face
and his or,n Glider rockets right through him.

Noz:man Osborn slumps over, impaled by his own contraption,

pinned to the wall. Peter rushes forward, but it's too late.
So dies Spider-Man's ·first, and most heinous, archfoe.
In the distance, Peter hears SIRENS, headed for the hulking *
ruin. Be looks back at the body of Noz:man Osborn. Steps *
forward. Be cradles him in his arms, lifts him --

167 ac:T

.---
--
167
 125. Rev.-Green 12/18/2000

0 A168 IN'1' OSBORN'S APAR.'l'MENT A168

-- and sets the body down again, this time on the floor of
Osborn's apartment, beside wide-open French doors, curtains
wafting in the breeze. Osborn's body is dressed again, no
trace of the incriminating Green Goblin costume. Blood soaks
through Osborn's shirt, he looks like the victim of a murder.
Spider-Man takes a few steps away, toward the open French
doors, then hears a nearly-silent GASP from the door to the
apartment. Ba whirls around.
Harry Ollborn stands in the doorway, looking from his dead
father to Spider-Man, aghast.
BARRY
You •••

Spider-Man raises his hands to protest lus innocence. Be

takes a step forward -- but Barry takes a step back in fear.
SPIDER-NaN
No •.•

BARRY
!
NURDBRJJ:R

Barry lunges toward a tabla nearby, opens the top drawer, *

grabs a gun and turns. *
But Spider-Man is gone. The curtains blow .in the wind. *
168 EX'1' DAY 168
Track a line of expensive cars parked along the narrow winding *
road. In BG, a fresh grave, a few people from the service, *
including Pentagon generals, are dispersing. Aunt May and *
M.J. stand talking. *
Barry and Pater walk toward the Osborn Bentley. Silent. Than. *
PZ'l'BR
I'm so sorry, Barry. I know what
it's like to lose a father.
BARRY
I didn't iose him, he was stolen from
ma. And one day Spider-Man will pay.
(into Peter's eyes) *
I swear on my father's grave, Spider- *
Man will pay.

M----"
 126. Rev.-Green 12/18/2000
168 CONTINUED: 168

0 'l'hay reach the Bentley.

Barry and moves off.
Norman's chauffeur opens the door for *
*
HARRY (cont'd)
Look ... about M.J. I was just trying *
to please my dad. I thought he'd be
impressed, me, with such a beautiful *
woman. I know she was never right for *
me. I wanted to make him proud, *
that's all. Now I' 11 never be able *
to. '1'hank God for you my friend. *
You're all the family I have left. *
Barry gives Peter a hug, then gets in the car. Closes the *
door. 'l'he Bentley drives off. *
Peter turns and looks toward M.J. and Aunt May on the hill by *
No.an.an' s gravesi ta. As he turns, M. J. locks ayes with Peter. ·*
Smiles at him. *
VERY CLOSE ON PE'l'Ell - V.O. -- 'l'BE VOICE l'RQ( TBE OPENINGSCENE *
PETER (V .0.) *
No matter what I do, no matter how *
hard I try. '1'he ones I love are *
always the ones who pay. *
zrr. CEME'l'ERY - ANOTBEll HILLTOP - DAY *
Peter is walking towards another tombstone. *
VERY CLOSE SBOT - M.J. *
Ber bright smile. It fills and lights up the screen. *
M.J. *
(looking past camera - shouts) *
BEY! *
NEWSBOT - PETER *
Be turns. PULL BACKto show we are at Uncle Ben's gravesite. *
M.J. enters frame. *
M.J. (cont'd) *
Your aunt thought I'd find you here. *
PETER *
( to "Ben") *
M.J.'s here, Uncle Ben. *
FAVORTBE TCISS'rONE - It reads: *
 168

<iijfi . ou mus .
. _J/t'1;r:',;;::
·
~!~~'.
- · ••.·.,""•;ii~,,· -~ ss . ,.~.,
.. b . ...;.,, ~, . • ••

~
~~~~If
·•:f'.f';.;:i:~~:~f
"<<·~·.:·./.'{
'· ..,..·.....,.-
~··.t: .
.......
_.._._
.· '·•·''-tl.i!· '1,,...(M ·J···
lif &t;;:J~E~;; pauses a beat.· Pater•"·· ':.:" .,.~· • ··1.·0••

::-..·.;,;;.ii • · .. 4( '• Sometimes ..what·· you-' want~· .. • you have ,to ·...-'·::.
,,.:>-··. .,_,. ,--..··~;,tcFtba'"'~_;.--•
'••;-"'..:~ : -~~
•·.....was· of~ .._.,Yf!'..
...
·, - ur l.ifa to·.:.,,..,;..,,,
find'.~·-·.· i~~,V~•
t '•i,t· r:i.qht next door .· ., .. .. •......
· · · -~··· I'-~~·.·."•,.,;--
•·· ...,_.... _,<.
•_.A••••
,,.

b od~~fl,_·,;_;_~,~, 1
-.r_.~':.~.~,l.~.:~.·-I.I_:~_i.•.i"'.if_(v_
:n_;_·_,'..·~.~.--:
..

M J .. (cont'd)
i.)ii'j,:;~\;;/:
••
_{_·_.~_;_;_,,'.:
. . .:: /ff:~- ':''.T;J~
·:::·;;'(ttft;/jr
·.•/:·
X.l~;-~-:~~~--,~~id for so long•-~::·):/:·--
....,
:L.:i:.:::;.i>i-~••'.;a,'?,*-1-Jl\1.~!1•
..man_who was aver~-: .::,
__
:.,, :
~: ~or· ma,-·who has always_ bean·.-1;'.:<·:--
.tbara•·fo£·ma.:\who :makes ma balieva.:·:, ·.. , ..-.,;:..•;
.
.~i¥Jl*
~--~·,:Just
'?·~r4:1than I aver th~u~ht·~:~ 't"_'.'f[f
,ras;.,::,f'l'hat Im ... ma, and 1t s ··c._-:·•'.f-;1

' .. s,.

-~'!iig'~&'~'last~'~
- °:li!~;s.;;~;:
.•
moved :'_'CAMERA
has
I
1
~- ~);,
slowly
__I
i~
ii~Jl
for·,:;

·:.:·,·

.'·":.:.-:,
.. :f
,:·
•' ..., ,:"=',
 130. Rev.-Pink 2/15/2001

A170 IN'I'. JAMESON'S OFFICE DAY A170

J»!ESON
Spider-Man, I don't get it. First the
town thinks he's trash, now he's a
glamour boy.
ROBBIE
Be's a hero, J.J.
J»!ESON
Don't give ma that line again, I don't
trust heroes, they're nothing but
criminals in disguise. BOl"DGN,
where's Parker, I want soma pictures.
BOF!lGN
Be just left. ·*
JAMESON *
Left? Ba's always leaving. *
BOF!MIN *
Ba·went to cover the hostage story. *

• ·.,..
Sura!
JAMESON
Another hostage story. But
where is he when 'l'he Graen Goblin
busted through my window? 'l'ha Goblin
and Spider-Man, in front of our noses!
A golden opportunity and the
*
*
*
*
*
*
photographer when to lunch. *
(looking off)
And what's that?
Ba's looking at an OFFICE BOY holding up a pair of trousers.
OFFICE BOY
Pater Parker's pants, J.J.
tDMl!:SON
What?
OITICE BOY
'l'hey were in the closet.
JAMESON
Parker's pants?
OITICE BOY
I ',
With his shirt and tie and shoes and
\___) socks.
 131. Rav.-Pinlt 2/15/2001
A170 CONTINUED: A170

v~ ~t•s
JAMESON
going on here, who's he think
he is, Tarzan? Where is he, running
around the town naked? And who put
flowers on my desk?
MZSSBRJµff
I did, sir, it's your.birthday.
J»a'!SON
What're you looking for, a raise? I
don't want flowers, I want Peter
Parker, not his pants, I want
pictures, I wanta sell papers, I want
Spider-Man!
(Be continues on as:)
170 EXT CITY DAY 170
Spider-Man swings away, sbimmering into the glass and stone
canyons of his city.
FADE 00'1' •

.....

,.
-~.
_;