Spider Man 4 Script

Spider-Man 4 Spec Script
by
Michael Ari Seidelman
Based on characters owned by Marvel

Entertainment.
WGAW Reg # 1334264

Spider-Man 4 by Michael Seidelman - Page 1
FADE IN:
INT. COMPUTER SCREEN - DAY
A photograph of a tired and unenthusiastic PETER PARKER fills

the screen.
PETER (V.O.)
If someone told you that the face you’re
looking at was the amazing Spider-man,
you’d probably have a good laugh. When
I’m not wearing the mask, I’m just plain
old Peter Parker. “Plain” with a capital
“P.” Nothing special to see here. As you
all know, the best way to get to know
what someone is really like is, you
guessed it -
The area around the photograph is revealed to be Peter’s

profile page on Facebook.
PETER (V.O.) (CONT'D)

Facebook. You look at my profile page and
you can get a sense of who Peter Parker
really is. Maybe you won’t learn much
about me by looking at my stripper name --
ON FACEBOOK
“Peter Parker’s Stripper Name is: Fluffy

Feathermac”
PETER(V.O.) (CONT'D)
--or by my Geek Rating --
ON FACEBOOK
“Geek Rating - Peter Parker is geekier

than 97% of Facebook.”

Well, maybe my Geek Rating says
something. But under accomplishments,
I’ve graduated high school and am a
university honor student. But what has
Peter Parker done to make a difference?
How many lives has he touched?
The friends section of the page is shown and Peter has 284
friends.
PETER (CONT’D)
Sure, I may have a lot of Facebook
friends but c’mon...it’s Facebook.
(MORE)
(CONTINUED)
CONTINUED:
PETER (CONT’D)
I don’t even know most of those people or
maybe I said ‘hi’ to them once in the
hall. My high school nemesis, Flash
Thompson requested to be my friend and
he’s even “poked” me twice. That sounds
so wrong. Now if this was Spider-Man’s
Facebook page, we’d see a man who really
has made a difference.
Peter’s Facebook page is replaced by SPIDER-MAN’s page. A

picture of Spider-Man swinging on his web waving to the
camera is shown. He has 704,382 friends, and his wall is
filled with messages from people whose lives he has saved.
EXT. STREETS OF NEW YORK - DAY

The still photo of Spider-Man swinging comes to life and
fills up the screen.
MONTAGE - VARIOUS SPIDER-MAN ACTION SHOTS
Spider-Man pulls a cat out of a tree, jumps to the street and

hands it to a little girl.
Spider-Man webs two crooks and leaves them hanging from a

street lamp.
Spider-Man SMASHES out the window of a burning building

holding two kids. He lands on the street and hands the kids
to the parents.
As Spider-Man swings away, crowds of people on the streets

cheer.
PETER (V.O.)
No one except maybe J. Jonah Jameson will
argue that Spider-Man hasn’t made a
difference. He’s saved hundred of lives
and has even saved the city from oblivion
on more than one occasion. Every time I
put on that mask, I feel like someone
important.
EXT. UNIVERSITY CAMPUS - DAY
We see Spider-Man’s viewpoint as he swings through the air

over a university campus.
PETER (V.O.)
When I put on that mask, I feel free. And
when I take it off, I feel -- I feel
empty. Peter Parker has lost most of the
people who were close to him.
(CONTINUED)
CONTINUED:
We see through Spider-Man’s viewpoint, a graduation ceremony

taking place outside on the university campus. The students
in the first ten rows of chairs are wearing caps and gowns
and several hundred dressed up people are sitting behind
them.
As Spider-Man gets closer, we focus on Peter Parker, sitting

in the front row, wearing a cap and gown.
PETER (V.O.) (CONT’D)

So here I am, on what my Aunt May keeps
telling me is the most important day in
my life. And all I can think about is
putting on that mask. Truth be told, when
your alter-ego is a superhero, it’s a lot
to live up to.
We see AUNT MAY sitting in the audience, next to BETTY BRANT
and NED LEEDS.
DEAN NESTER
Thank you for joining us today for the
graduation ceremony of Empire State
University’s Science department.
A finger from behind Peter pokes him on the shoulder. Peter

turns around to see a male STUDENT.
PETER
(whispering)
Why’d you poke me? Why does everyone keep
poking me?
STUDENT
(whispering)
Ready for your speech, Parker?
PETER
(whispering)
Yeah, I’m ready. Ready for my --
Peter’s face goes white. He pats the area over the gown
covering his jacket pocket. Nothing there.
PETER (CONT'D)
(whispering)
Oh no...
INT - UNIVERSITY SCIENCE LAB - DAY
Two men stand wearing lab coats. On one side of the lab is a
large metal containment unit and on the other side is a large
control panel with several computer scenes.
(CONTINUED)
CONTINUED:
PATRICK LING is a skinny Asian man in his early twenties.

SETH ANDERS is a Caucasian man who is skinny and in his early
twenties. SETH has acne problems and both men seem a bit
nervous.
PATRICK
I think we’re ready. Do you think we’re
ready?
SETH
I think we’re ready.
Patrick takes a deep breath.
PATRICK
Here goes.
Patrick pushes a red button on the control pad. The
containment unit makes a load RUMBLE and steam seeps through
the cracks, as the doors to the unit start to slowly open.
When the doors of the unit are open, the rumbling stops and
behind all the steam, we hear two loud THUMPS. As the steam
disperses, we see ALEX SYTSEVICH - THE RHINO - standing. The
man is wearing grey armor and only his face can be seen
through an open area. He has a double rhinoceros horn on his
head. In the armor, The Rhino stands almost 7 feet tall and
has other rhinoceros features in the armor’s layout.
THE RHINO
So, how do I look?
Patrick and Seth nervously look at each other and then at The
Rhino.
PATRICK
You look --
SETH
-- incredible.
THE RHINO
So, what else is new?
SETH
What else is new? We’ve given you a
protective armor that is stronger than a
tank. Bullets will bounce off you and as
long as you cover your face, you’ll be
invincible to fire and explosions.
PATRICK
And if you charge towards a wall, you
will be able to ram right through it.
(CONTINUED)
CONTINUED: (2)
THE RHINO
I like the sound of that. I can rob any
bank, any facility and no one will be
able to stop me.
PATRICK
Just like you asked for, Alex.
The Rhino walks towards the control panel, the ground

RUMBLING with each step. The two lab students move out of the
way and The Rhino picks up a mirror and looks at his
reflection.
THE RHINO
What’s with the horns?
The Rhino looks down at his feet, which are shaped like an
animal’s.
PATRICK
That was Seth’s idea.
SETH
Uh, yeah. We gave your suit the theme of
a Rhino since you can pretty much do
anything a rhinoceros can do. I thought
it would make you seem scarier and more
menacing.
The lab students anxiously look at The Rhino, waiting for his
reaction. The Rhino SMASHES the mirror over the large horn on
his head. He then looks at the two frightened lab students
and smiles.
THE RHINO
I like it.
Seth and Patrick sigh with relief.
SETH
Thank god. For a minute there, I thought
you were going to kill me.
THE RHINO
You’ve helped me become a rich man. Why
would I kill you?
Seth and Patrick laugh nervously.
THE RHINO (CONT’D)

Now, how do I take this thing off?
PATRICK
Take it off?
(CONTINUED)
CONTINUED: (3)
THE RHINO
Yeah, take it off. Before I go rob my
first bank, I gotta tinkle.
Patrick and Seth look at each other nervously.
PATRICK
Ummmm....
SETH
We, uh, didn’t realize you wanted it to,
um, come off.
THE RHINO
What?
EXT. OUTSIDE UNIVERSITY SCIENCE LAB - DAY
Patrick and Seth run out the front doors of the building and
run away as fast as they can. The Rhino SMASHES through the
brick wall of the building and runs up quickly behind them.
DR. CURT CONNERS stands at the podium.
CURT
It is my pleasure today to introduce our
valedictorian. At first, while this
student showed great promise, it seemed
he lacked commitment to his studies. I
didn’t realize at the time that he had
lost a close family member not that long
before and had been earning money at a
job at the Daily Bugle to support both
himself and also to help his aunt. But
once this student got back on his feet
again, he showed a passion for science
that I’d never seen before in a student.
This student has such a vast knowledge of
science that now that he’s graduated, I’m
afraid he may be after my job.
The crowd laughs.
CURT (CONT’D)
That’s not funny. I seriously fear he’ll
go after my job. Anyway, I now present to
you, this year’s valedictorian for the
Science department, Peter Parker.
The crowd applauds and Peter nervously walks up to the

podium.
(CONTINUED)
CONTINUED:
PETER
Uh, hi there.
May Parker smiles and speaks to the people around her.
AUNT MAY
That’s my nephew. Isn’t he a handsome
young man?
A very flamboyant man sitting next to May stares up at the

podium.
FLAMBOYANT MAN
Absolutely. He's a dream.
PETER
Well, I, um, am really glad to be here
today. What an exciting day it is for all
of us. Um, well, why don’t I start off
with a quote by Albert Einstein.
The crowd looks at Peter, who is trying to think of what to

say next. Curt gives Peter a little nudge.
CURT
(whispering)
Pick up the pace, Peter.
PETER
As Albert Einstein once said --. Um, E=MC
squared.
Some of the students in the front rows giggle.
CURT
(whispering)
Well, I think my job’s safe.
PETER
Now, what did he mean by E=MC squared and
how does that relate to this momentous
occasion? That’s a very good question.
Suddenly, Peter’s spider-sense goes off.

Oh, no. Or....oh yes!
PETER (CONT’D)
I, uh, think I have to throw up.
Peter runs off the podium and then runs away, leaving the
crowd in hysterics.
(CONTINUED)
CONTINUED: (2)
AUNT MAY
Oh, my.
Curt stands up to the podium.
CURT
Okay, everyone settle down. Not everyone
is born a public speaker.
Behind the podium, Patrick and Seth are running and

screaming.
PATRICK
Run! Run!
SETH
Run for your lives!!
Curt looks behind him as the lab students run along the side
of the chairs.
CURT
What’s all the commotion about?
Loud RUMBLING can be heard, getting louder and louder.

Seconds later, The Rhino can be seen running towards the
crowd.
CURT (CONT’D)
Run! Run!!
Curt runs towards the crowd who are standing up and

panicking.
AUNT MAY
Oh, my. What’s happening here?
NED
I don’t know. Just stay with Betty and
me.
The Rhino runs right into the podium, sending it flying

towards an old lady in the crowd. Just as it’s about to hit
her in the face, a strand of web takes hold of it and it
swings in the other direction, right at The Rhino. It SMASHES
into his chest, breaking into pieces. It barely affects him
but he stops as Spider-Man lands directly in front of him.
SPIDER-MAN
C’mon Dude. Let me take you back to the
Zoology department.
THE RHINO
Out of my way!
(CONTINUED)
CONTINUED: (3)
The Rhino swings at Spider-Man but Spidey ducks and punches

him instead on the side of the face.
SPIDER-MAN
Ahhhhhh!
Spider-Man holds his sore hand.
SPIDER-MAN (CONT’D)
What are you made of?
THE RHINO
Definitely not sugar, spice and
everything nice.
He grabs Spider-Man in his two hands and tosses him with ease
into a light pole.
The Rhino runs through the mostly empty chairs, which go

hurtling through the air. Betty, Ned and Aunt May are moving
away but Aunt May stumbles.
AUNT MAY
Oh no. I think I broke a heel.
The Rhino charges right at them.
BETTY
May, we’ve got to go.
The Rhino abruptly stops in front of them and looks at Betty.
THE RHINO
Brant? Ha ha! Why, if it’s not Betty
Brant?
Betty looks like she’s in shock. Spider-Man spins a web
separating The Rhino from Betty, Ned and Aunt May.
SPIDER-MAN
Run!
Ned, Betty and Aunt May turn and run while Spider-Man looks
up at the Rhino on the other side of his web.
THE RHINO
Well, this is awkward.
The Rhino rips apart the web with ease.
SPIDER-MAN
Really? You know it takes me all morning
to build those things?
(CONTINUED)
CONTINUED: (4)
THE RHINO
Shut your mouth. I hate your stupid
jokes.
SPIDER-MAN
Jokes? What jokes? You wrecked my home.
The Rhino tries to grab Spider-Man but Spidey jumps up and

lands on the Rhino’s back. He holds onto his large horn as
the Rhino runs again at a fast pace.
THE RHINO
Get off my back, bug!
The Rhino runs into the side of a building to try to get

Spidey off but no success. He tries hitting him into a parked
truck but no luck.
SPIDER-MAN
Why pay for rides on a roller coaster
when the ugly monster man provides them
for free?
The Rhino runs around in a circle and then spins quickly

around and Spider-man is thrown off. But Spidey shoots a web
and swings, landing right back on The Rhino, as he runs
through the campus.
AT THE SITE OF THE CEREMONY
Dr. Conners runs over to Aunt May.
CURT
Are you alright, Ma’am?
AUNT MAY
I’ll be fine. But I don’t know where my
nephew Peter is.
CURT
I wouldn’t worry about him. I’d say he’s
probably safely leaning over a toilet
right now.
EXT. UNIVERSITY DORMS - DAY
The Rhino throws a construction port-a-potty at Spider-Man,

who is swinging above on his trail. Spider-Man moves out of
the way and the port-a-potty hits the ground. A voice is
heard coming from inside.
STUDENT 2 (V.O.)
Ewwwwwwww...
(CONTINUED)
CONTINUED:
As the Rhino thumps away, Spider-Man lands on the ground,

stands the port-a-potty up straight and opens the door. He
holds his hand up over his eyes as he looks inside.
SPIDER-MAN
You okay?
STUDENT 2 (O.S.)
I think I need a shower.
SPIDER-MAN
Or a car wash.
INT. DORM - DAY
In an atrium, several college students are playing Rock Band

while over a dozen other students cheer them on.
There’s a SMASH and the walls are RIPPED open. The Rhino
walks in. The students scream and panic.
THE RHINO
Where are Patrick Ling and Seth Anders?
DORM STUDENT 1
(nervously)
They ran upstairs a few minutes ago.
The Rhino smiles and walks towards the stairs while the
students disperse. As he steps onto the first step, his foot
rips right through it.
THE RHINO
AHHHHHHHHHHHHH!!!!
Spider-Man stands behind them.
SPIDER-MAN
I thought everyone knew that Rhinos can’t
go up stairs.
The Rhino turns around but not before Spider-Man grabs him
and as heavy as he is, manages to hold him over his head.
SPIDER-MAN (CONT'D)
(cringing with pain)
I didn’t think you’d be up for a game of
Rock Band.
Spider-Man throws the Rhino through the hole in the wall and
jumps out after him. The Rhino gets back up and Spider-Man
touches his arm and runs away.
(CONTINUED)
CONTINUED:
Tag horn-head! You’re it!
The Rhino chases Spider-Man into the street and Spider-Man

swings away.
The Rhino picks up a car and tosses it at Spider-Man, who

narrowly avoids it before it SMASHES into the street. As The
Rhino chases him, Spider-Man stops at the back of an open
moving company truck. He swings back towards the Rhino and
hits his face.
Did that hurt? I highly recommend a full-
face mask.
The Rhino runs towards Spider-Man who runs towards the back
of the truck. Right before he gets to the truck, he jumps in
the air, landing right behind The Rhino and kicks him inside
the truck. Spider-Man then slams the doors shut and shoots a
ton of webbing at the door.
From inside the truck, we hear screaming. A horn SMASHES out

of one side and then retracts and then the whole truck turns
over onto its side.
Spider-Man pushes the truck back onto its wheels and runs to
the driver’s door. The keys are in the ignition. Spider-Man
sits down, buckles up his seat belt and drives the truck.
INT. AQUATIC CENTER - DAY
The place is empty except for a janitor mopping the floor.

The swimming pool is empty and looks like it’s under
construction. We hear a revved-up engine nearing the building
and then see the moving truck SMASH through the wall and into
the empty pool.
Spider-Man opens his door, jumps out and pushes the janitor
to safety.
JANITOR
What the--? Who do you think has to clean
all this up?
We hear a SMASH and The Rhino PUNCHES the doors off the back
of the smashed truck.
THE RHINO
I’ll squash you! You hear me? I’ll squash
you in my hand, little bug!
Spider-Man walks to the edge of the pool and looks down.
(CONTINUED)
CONTINUED:
SPIDER-MAN
I’m sure you would if you could. Right
now though, I’d ask yourself how you’re
going to climb out of there?
The Rhino tries to climb up but THUMPS to the bottom, unable

to get his feet up in the armor. He tries again with no luck.
Yeah, that’s what I thought. Physics 101,
baby!
Spider-Man walks away waving behind him as sirens are heard

outside.
Tootles!
The area of the campus where the graduation ceremony took

place is almost vacant of people. A few workers are piling up
the scattered chairs. Near the podium, Curt Conners sits next
to Aunt May.
CURT
Don’t worry, Mrs. Parker. I’m sure
Peter’s fine.
AUNT MAY
I’m sure he is. But I worry about him a
lot. He used to be so open with me and
his Uncle Ben but after Ben died, he’s
been a bit distant. And after his friend
was killed and his girlfriend left--. I
just worry about him.
CURT
I won’t argue it seems like he’s in
another world in class sometimes but he’s
the smartest student I’ve taught in
years. He has so much talent, I really
believe he can do anything.
Peter runs up to his aunt and professor.
PETER
Aunt May!
He hugs his Aunt.
PETER (CONT’D)
Thank god you’re okay!
(CONTINUED)
CONTINUED:
AUNT MAY
Where have you been Peter?
PETER
I was stuck in the washroom.
CURT
Stuck?
PETER
Yeah. I heard some crashes and I tried to
run out but the washroom door was jammed
shut by a garbage bin thrown on its side.
Spider-Man let me out.
Peter looks around.

PETER (CONT’D)
What happened here?
Dr. Conners laughs.
CURT
That’s the understated question of the
year.
PETER
I think I’m ready to finish my speech
now.
Dr. Conners gets out of his seat.
CURT
The ceremony's been called off. You’re
off the hook Peter. You have your diploma
and I hope you’ll put it to good use.
Curt takes May’s hand and helps her up.
CURT (CONT’D)
It was a pleasure meeting you Mrs.
Parker.
AUNT MAY
Likewise.
Aunt May turns to Peter.
AUNT MAY (CONT’D)

What a nice man. He had such nice things
to say about you.
(CONTINUED)
CONTINUED: (2)
PETER
I’m sorry I let you down. I wanted you to
be proud of me today.
AUNT MAY
Oh, Peter. Don’t be silly. I’m always
proud of you. I’m thankful you were safe
in that bathroom so you didn’t have to
see this madness.
INT. SMYTHE TELEVISION STUDIO - DAY
Two Russian men wearing black suits sit in the waiting area.
SERGEI KRAVINOFF, A.K.A. KRAVEN, is a tall, very well built

middle-aged man. He has a black Van Dyke style beard and
mustache that matches his neatly groomed hair. Obviously a
hairy man, dark hairs can be seen on the backs of his hands
and coming from his chest over the top of his shirt.
DMITRI SMERDYAKOV, is a shorter, thin man with neat blonde

hair.
Both men have heavy Russian accents.
Two network executives come out to greet the two men. BOB
NEWMAN is a short, round balding man in his 60s while ANGELA
WILSON is an attractive woman in her mid 30s.
BOB
Sorry for the wait, folks. You know how
it gets in the television business.
Bob holds out his hand. Dmitri stands up and shakes his hand
as well as Angela’s but while Kraven stands up, he just looks
down at the short executive.
KRAVEN
No, I do not know. How is it?
BOB
(laughing)
Busy as hell, Mr. Kravinoff. Busy as
hell. Why don’t the two of you gentlemen
join me and Ms. Wilson in my office.
IN MR. NEWMAN’S OFFICE
The four of them sit around a table in the small office.
BOB
So, Ms. Wilson tells me you have a
proposition for a television show.
(CONTINUED)
CONTINUED:
DMITRI
Why, yes. As you must know, my client was
the star of the popular reality show,
“Kraven’ the Hunt” over in Africa.
BOB
I was not aware of that.
DMITRI
The show, which ran for eight seasons,
was the highest rated show in Africa for
men in the 19 - 49 demographic, after
CSI: Miami.
BOB
Fascinating. And this is the show ON THE
DVD?
DMITRI
That is correct.
Bob holds up a remote control from the table and turns on the
large widescreen LCD TV hanging from the ceiling.
BOB
Well, let’s see this baby.
On the TV screen, we see a family of lions in an open area of

dry land. Two cubs play with each other while the mother and
father lie facing one another. We hear a growl and the male
lion’s head rises. About 30 feet away we see Kraven, wearing
animal skin leotards, on all fours growling. He lunges
towards the male lion, who lunges back at him.
While we now focus on the four people in the office, we hear

roaring, fighting and then the squeal of the lion being
killed. While Kraven has a big grin on his face, Angela looks
sick and Bob looks disturbed and quickly turns off the TV.
DMITRI
What? You do not like?
BOB
You know Dmitri, while all patriotic
Americans love their guns and while every
good Republican enjoys a good hunt, for
some reason, I don’t think they’re ready
to see animals killed by people on
television. If a crocodile eats a bear,
Americans will be all over it on the
Discovery Channel but if a man went out
and killed that crocodile, people would
rather just not see it.
(CONTINUED)
CONTINUED: (2)
DMITRI
So, you are not interested in bringing
this hit show to America?
BOB
To be completely honest, I see your
client on a show like American
Gladiators.
ANGELA
But of course, Mr. Kravinoff is not an
American.
BOB
True. That could pose a problem.
The door to the conference room opens up and J. JONAH JAMESON
walks in. The RECEPTIONIST follows him in.
RECEPTIONIST
I’m so sorry. I told Mr. Jameson you were
in an important meeting.
J. JONAH JAMESON
Bob’s always in an important meeting.
Maybe that’s why he’s not returning my
calls.
BOB
I’m sorry, do you mind if I give my
friend a moment of our time?
DMITRI
Of course not.
J.J. holds his hand out to Kraven and Dmitri and again,
Kraven doesn’t return his hand.
J. JONAH JAMESON
J. Jonah Jameson, publisher of the Daily
Bugle.
DMITRI
Pleasure to make your acquaintance.
J.J. turns back to Bob.
J. JONAH JAMESON
Now, Bob, what the hell was that I saw on
your network today?
BOB
The news?
(CONTINUED)
CONTINUED: (3)
J. JONAH JAMESON
How can you call that one-sided crap
news? You made Spider-Man out to be a
hero who saved a bunch of college
students.
BOB
Yes, because that’s what occurred.
J. JONAH JAMESON
You want to know what really occurred?
See tomorrow morning’s Daily Bugle
headline: Spider-Menace Destroys Hopes of
College Grads
Kraven stands up.

KRAVEN
Who is this Spider-Man you speak of?
BOB
You don’t know who Spider-Man is? You
really are new around here. Let me show
you.
Bob picks up the remote control, flips a couple buttons and

we see a camcorder shot of Spider-Man webbing a podium away
just as it’s about to hit an old woman. Bob pauses the TV on
Spider-Man, swinging in the air, swinging the podium on a
web.
KRAVEN
This Spider-Men is considered a menace?
BOB
I wouldn’t say --
J. JONAH JAMESON
Bob doesn’t know what he’s talking about.
Spider-Man is a danger to everyone in New
York.
DMITRI
My client here is a world renowned
hunter. If Sergei brings down this Spider-
Man, would you put him on TV?
J. JONAH JAMESON
I'm a newspaper man. But if your big
friend there brings Spider-Man to his
knees, every local station will air the
footage. Even Bob's here.
(MORE)
(CONTINUED)
CONTINUED: (4)
J. JONAH JAMESON (CONT'D)
Plus, I'll give him a one million dollar
cheque and a photo of me handing it to
him will appear on the front page of the
Daily Bugle.
Kraven stands up, extends his arm and shakes Jameson’s hand.
KRAVEN
I will bring you the head of this Spider-
Man.
Kraven and Dmitri walk out of the office. J.J. yells after
him.
J. JONAH JAMESON
No blood, okay? Just hand him over to the
cops, alright?
No answer. J.J. looks at a stunned looking Bob and Angela.
J. JONAH JAMESON (CONT’D)

He heard that, right?
EXT. SMYTHE TELEVISION STUDIOS - DAY
Kraven and Dmitri exit the building and walk down the busy
New York street. Dmitri pushes a button on his belt and his
face morphs out of the blonde man’s face to a white, skin-
tight face mask with small holes only for the eyes, revealing
himself to be THE CHAMELEON.
KRAVEN
This Spider-Man will die by my hand.
CHAMELEON
Oh, yes. Beware Spider-Man. The Russians
are coming. The Russians are coming!
Chameleon laughs as we see the two men walk into the

distance.
INT. DAILY BUGLE - DAY
Peter Parker walks towards Betty Brant’s desk. Ned Leeds is

sitting on the desk, kissing Betty on the lips. Peter sees
them and awkwardly just stands there. Betty sees Peter
standing there and separates from Ned.
BETTY
Hey Petey? Didn’t know you liked to
watch.
Ned turns around and smiles.
(CONTINUED)
CONTINUED:
PETER
Oh, I uh, was just...
NED
She’s just yanking your chain, Pete.
Ned jumps off the desk and puts his arm on Peter’s back.
NED (CONT’D)
How’s it going? Crazy graduation ceremony
you had there.
PETER
Don’t remind me. I actually just wanted
to thank you both for coming. It really
meant a lot to me.
BETTY
Of course, Petey.
NED
Sorry we split so fast. I had to get back
to write up the story on all the chaos.
It just sucks that Jameson butchered the
story. I hate to even have my name on
that piece of propaganda.
PETER
That’s okay. I’m just glad I had some
friends there.
NED
You can always count on us.
PETER
I was just curious. One of my classmates
said that the Rhino guy seemed to know
Betty.
Betty puts her head down and Ned goes to console her.
NED
I don’t really know if she’s up to
talking about that.
BETTY
It’s okay. The guy in the suit was my
brother’s best friend Alex growing up. My
brother was a good kid but Alex got him
into trouble all the time. My brother
ended up taking the fall for a robbery
they did together. He refused to give up
Alex’s name and Alex walked free while my
brother is still serving time.
(CONTINUED)
CONTINUED: (2)
PETER
I’m sorry to hear that.
BETTY
I haven’t seen the guy in years. It looks
like he’s put on a few pounds.
Betty chuckles.
NED
Oh, yeah. I’d say.
They all laugh and Ned hops on Betty’s desk again and they
start to smooch.
PETER
Oh boy.
J. Jonah Jameson walks in and drops a phone book on Betty’s

desk, startling them.
J. JONAH JAMESON
Do I pay you two lovebirds to conceive a
child?
Ned jumps off the desk and Betty straightens her blouse.
NED
Sorry, Mr. Jameson.
J. JONAH JAMESON
And what’s wrong with you Parker? You
like to watch?
Ned and Betty giggle.

PETER
I, uh, uh --
J. JONAH JAMESON
You, uh, uh, what? I got a job for you
and Leeds. At 3pm, some crazy foreigner
is going to challenge Spider-man to a
duel. I want you to go with Leeds and
take pictures.
PETER
Who is this guy?
J. JONAH JAMESON
He likes to call himself Kraven the
Hunter.
(MORE)
(CONTINUED)
CONTINUED: (3)
He's a big fellow but I hate to say that
unless he has mechanical tentacles or can
turn himself into sand, I don't think he
stands a chance.
Ned pulls on his jacket and kisses Betty on the cheek and
Betty turns, giving him a passionate kiss on the mouth.

Get out of here. You stay here and keep
that up and pervey Parker over here might
take a picture for his computer
wallpaper?
Peter sighs.
EXT. TIMES SQUARE - DAY
A crowd of hundreds, including camera crews, locals and

tourists, surround a stage in front of the clock tower. Peter
and Ned are in the crowd.
PETER
So, have you guys set a date?
NED
Not yet but we were thinking about next
Spring. How’s Peter Parker’s love life?
PETER
Oh, pretty non existent at the moment.
NED
Mind if I ask what happened with you and
Mary Jane?
Peter sighs.
PETER
She went to Paris for a modeling gig and
she stayed on longer than she planned.
She doesn’t call me. I know she’s okay
because she updates her Facebook page but
she’s been avoiding me big time.
NED
That sucks, buddy. But if you really love
her, you should go to Paris and fight for
her. When I met Betty, I knew there
wasn’t anything I wouldn’t do to get her.
(CONTINUED)
CONTINUED:
PETER
I hear what you’re saying. I can’t just
get on a plane to go to Paris. I have
responsibilities here.
NED
Like what? Your job? You were your class
valedictorian. You don’t need to make
peanuts working for Jameson anymore.
PETER
I have other responsibilities here too.
Big ones.
NED
Yeah, well. You know what I’m saying.
Hey, this things gonna start in a minute
or two. I‘m going to try to get a broader
view, in case Spider-Man shows up and
this craziness leaves the stage.
PETER
Okay, I’ll meet up with you afterwards. I
doubt he’s going to show though. I don’t
think Spidey’s a media vulture.
Ned walks away backwards.
NED
Yeah, well, he sure poses for your camera
a lot!
PETER
(sighing)
Yeah.
Betty Brant’s phone rings and J. Jonah Jameson comes on

speaker.
J. JONAH JAMESON
You were going to buzz me when it
started.
Betty looks up at the ceiling TV across from her desk.
BETTY
It didn’t start yet though, Mr. Jameson.
J.J. appears at her desk talking on his cell phone, his voice
coming from the speaker, creating unbearable static sounds.
(CONTINUED)
CONTINUED:
J. JONAH JAMESON
Well, I’m going to wait here in case. You
never know if you’ll be smooching some
guy and miss the ball.
J.J. looks around. Then he speaks into his phone again,

creating more static sounds.

Brant, do something about that racket,
will ya?
The crowd is abuzz until Dmitri steps up to the microphone.

DMITRI
Hello? Is this thing on?
The crowd laughs.
DMITRI (CONT’D)
Welcome all to this momentous event.
Without further ado, I will introduce the
man whom you have come to see. A man whom
every person in America will come to
admire and respect as... Kraven the
Hunter!
The crowd applauds and there is a BANG of fireworks on the

platform. When the smoke disperses, Kraven is seen on stage
wearing a more contemporary version of his animal skin
leotards.
IN THE CROWD
PETER
(to himself)
Seriously?
ON THE PLATFORM
Dmitri walks away as Kraven steps up to the microphone.
KRAVEN
Thank you, Dmitri. It is I, Kraven the
Hunter in the flesh.
IN THE CROWD
WOMAN IN CROWD
Seriously?
(CONTINUED)
CONTINUED:
PETER
(to himself)
Seriously?
ON THE PLATFORM
KRAVEN
Today, I challenge New York’s menace,
Spider-Man, to come and face Kraven the
Hunter in a duel to the death.
J.J. and Betty are watching the TV with some other coworkers
gathered around.
J. JONAH JAMESON
Crap. He didn’t hear me.
The audience boos Kraven.
MAN IN CROWD
Who are you kiddin’? Spider-Man’s a hero.
The crowd cheers.
KRAVEN
A hero? Well, if he is truly a hero, he
will prove his worthiness by meeting his
nemesis face to face.
The audience boos. Peter takes a few snapshots, then turns to

the people around him.
PETER
Is this guy serious?
We see a shot of the clock at Times Square. It says 3:00. We

then see it quickly change to say 3:30, showing the time that
has passed. The crowd disperses.
J. JONAH JAMESON
Just like I suspected. The wall crawler
chickened out. They’re both a couple of
clowns.
KRAVEN
Do not leave. If Spider-Man won’t show up
on his own, I will make him show up.
IN THE CROWD
Peter looks at the people around him, many of whom are

dispersing.
PETER
How’s he going to do that? With his magic
wand?
ON THE PLATFORM
Kraven walks off the front of the platform and grabs a young
woman from the crowd, lifts her up over his head and walks
back to the microphone. Several cops in the crowd pull out
their guns.
KRAVEN
Spider-Man! If you do not come to rescue
this woman, I will rip off her head
instead of yours.
IN THE CROWD
PETER
(to himself)
Oh boy.
ON THE PLATFORM
The police move in closer. Kraven drops the woman onto her
feet and holds her as a shield. He then pulls a black device
out of his belt and shoots a wire out of it, which shoots up
towards the tower. When it attaches, Kraven, holding onto the
woman, pulls the wire and they ZIP up the tower.
Dozens of people surrounding the TV are gasping. J.J. is

sweating.
J. JONAH JAMESON
Brant. Get my lawyer on the phone and
transfer the call to my office.
The police stand under where Kraven zipped up.
COP 1
Where are they?
Another cop looks through binoculars.
(CONTINUED)
CONTINUED:
COP 2
Guys. They’re standing on top of the New
Year’s ball!
COP 3
What now?
COP 2
Let him handle it!
COP 3
Who?
Cop 2 hands the binoculars to Cop 3, who looks into them and
sees Spider-Man swinging up to the tower.
COP 2
Spider-Man!
COP 4
Thank God. I’m afraid of heights.
The other cops look at the now embarrassed cop.
ON THE TOWER
Kraven stands on the giant ball, holding the frightened

woman. Spider-Man swings above him, webs the woman’s
shoulder, pulls her to him and swings away with her to the
penthouse balcony of an adjacent building.
ON THE BUILDING
Spider-Man puts down the woman.

SPIDER-MAN
There you go now, ma’am. Now the crazy
man can’t hurt you.
Spider-Man is about to swing away but the woman pushes a

button on her belt and she morphs into THE CHAMELEON behind
Spider-man’s back and tries to stab him with a syringe.
Spider-Man’s spider-sense goes off and he ducks, turns around
and holds up the Chameleon’s arm.
You’re not a helpless woman.
CHAMELEON
No duh.
Behind, Kraven swings down a wire towards them. Spider-Man

moves out of the way and Kraven SMASHES into two garbage
cans. Spider-Man looks up at news helicopters above him.
(CONTINUED)
CONTINUED:
SPIDER-MAN
Oh, man. I hope they got THAT on camera!
Spider-Man shoots a web at the Chameleon, webbing him to the

wall. Spidey then moves towards Kraven who has rebounded to
his feet. Kraven jumps to the ledge of the building, holds
his arm down and shoots out a wire towards the ground.
KRAVEN
Come get me, Spider. When I rip off your
head, I want the citizens of New York to
see it.
Kraven jumps off the ledge and ZIPS down the wire, heading
down towards the street.
SPIDER-MAN
If that’s really what you want.
Spider-Man jumps off the rooftop, leaving the Chameleon

alone, webbed to the wall.
CHAMELEON
Don’t forget me, Sergei! Don’t leave me
all alone!
IN THE AIR
As Kraven zips down to the streets, Spider-Man swings by him,

scoops him up and swings down to the platform where the
police are standing.
ON THE GROUND
SPIDER-MAN
Howdy folks. I have one totally insane
weirdo here for you.
Kraven beaks free and runs away.
KRAVEN
You want me, Spider-Man. Come get me!
The police aim their guns at Kraven.
SPIDER-MAN
That’s not necessary, boys.
Spidey shoots a strand of web at Kraven’s back. He then tugs

the web and Kraven comes flying back towards him. Spider-Man
stands him up straight directly in front of him.
(CONTINUED)
CONTINUED:
You want an opportunity to behead me on
TV? I’ll let you take two swings at me.
Kraven immediately takes a swing at Spider-man’s head but he

easily ducks out of the way.
SPIDER-MAN (CONT'D)
That’s one.
Kraven takes another swing and Spidey ducks again.
That’s two. Now it’s my turn.
Spider-Man makes a fist and moves it towards Kraven’s face.

Just before he makes impact, he stops his fist and instead
taps Kraven’s face with his finger, which causes Kraven to
fly backwards into the microphone. Spider-Man webs Kraven up
to the microphone.
Perfect. A microphone with a
micro“phonie”.
The cops laugh and soon enough the crowd of people laugh and
cheer on Spider-Man as he swings away waving.
J.J. is in his office, watching the portable TV on his desk.

His phone beeps and Betty’s voice is heard.
BETTY (V.O.)
Mr. Jameson. I have your lawyer on line
one.
J. JONAH JAMESON
Tell him I don’t need him anymore. And if
he’s going to charge me for the call,
I’ll sue him. With my other lawyer.
The crowd watches the police drive away with Kraven in the
backseat. Peter runs out towards Ned, who is watching.
PETER
Hey Ned. What a show!
NED
Yeah. But where were you?
(CONTINUED)
CONTINUED:
PETER
I was here.
NED
Here?
PETER
I was, uh --
NED
I’m just bugging you. Let’s get out of
here. What a day.
EXT. TIME SQUARE - DAY
A NEWSWOMAN speaks into a microphone among a crowd of people.

Flashes of Spider-Man beating Kraven and of Kraven being
driven away in the police car are shown.
NEWSWOMAN
Earlier a Russian immigrant named Sergei
Kravinoff, who calls himself Kraven the
Hunter, challenged Spider-Man to a face-
off right here in Times Square. After a
no-show by the webslinger, Kravinoff took
an innocent woman hostage causing Spider-
Man to come to the rescue. Kraven was no
match for Spider-Man though and was
defeated by a tap on the forehead. News
is rapidly spreading that Kravinoff, who
had an acclaimed hunting show in Africa,
used special effects to portray himself
as a brutal strongman who was a hero to
so many abroad.
CLIP OF PEOPLE INTERVIEWED
AFRICAN BOY
Kraven the Hunter was my hero. I’m
appalled that he couldn’t put up a fight
against a crazy man in tights.
AFRICAN TEENAGER
I ripped all my Kraven pictures off my
bedroom wall. I have no respect for a
phoney.
NEW YORKER
What kind of man comes from another
country and tries to take down New York’s
hero? It’s pathetic. This Kraven guy is
pathetic.
(CONTINUED)
CONTINUED:
NEW YORKER 2
Spider-Man should sue him.
CLIP OUTSIDE JAIL
A video is shown of protesters holding up signs that say

“DEPORT THE COWARD” and “KRAVEN THE LOSER”.
NEWSWOMAN
New Yorkers took to the streets outside
the city jail where Kravinoff is
currently incarcerated, urging the
country to deport the criminal
The newswoman put her finger to her ear for a second.

NEWSWOMAN (CONT’D)
I’m just getting reports that J. Jonah
Jameson, publisher of the Daily Bugle may
have in fact offered Kravinoff a million
dollars to decapitate Spider-Man. More on
this latest development to come.
J. Jonah Jameson turns off the newscast he is watching and

hits a button on his phone.
J. JONAH JAMESON
Brant, get my lawyer on the phone again!
INT. APARTMENT - DAY
Peter walks through the door of a roomy apartment. The suite

looks cozy but has old furnishings and hasn’t seen updates in
many years.
PETER
Hi Aunt May! I’m home!
Aunt May walks out of the kitchen holding a plate of crackers

and cheese and a glass of milk.
AUNT MAY
What perfect timing, Peter. I was just
bringing out a little snack for you
before dinner.
PETER
Aw, thanks Aunt May. You know you don’t
have to do that.
(CONTINUED)
CONTINUED:
AUNT MAY
I cut some of that Swiss cheese you like
from that deli in the village.
Peter takes the plate and puts a slice of cheese in his mouth
and smiles.
PETER
Mmmmm. I do like that cheese.
AUNT MAY
Now enjoy your snack and relax and I’m
going to check on the roast.
PETER
Thanks, Aunt May. You know you’re the
best.
AUNT MAY
So you keep telling me.
Aunt May walks out of the room and Peter eats a cracker with
a piece of cheese.
PETER
That IS good cheese.
INT. APARTMENT - LATER
Peter is sitting at the table in the dining room eating roast

beef. Aunt May brings out a plate of tater tots.
AUNT MAY
I completely forgot I had these heating
in the toaster oven.
PETER
You know you’re going to make me fat.
AUNT MAY
I’ve never seen an extra pound of fat on
you in all the years.
Aunt May sits down.
AUNT MAY (CONT’D)

So, that professor of yours - Dr.
Conners, I think. He seems like a very
nice man.
Peter swallows a piece of roast beef.
(CONTINUED)
CONTINUED:
PETER
He is. I’ve learned a lot from him and
he’s given me some good opportunities
outside of class.
AUNT MAY
He seems very fond of you.
PETER
Well, I guess I’m a likable guy.
AUNT MAY
Oh, it’s more than that. He thinks you
have some great potential in the
scientific field.
Peter doesn’t comment and continues eating.
AUNT MAY (CONT’D)

Peter, having you here living with me
again really is a blessing. The rent’s
easier to afford and it’s so nice to have
you around for company.
PETER
If you think I’m a burden, I can find my
own place again --
AUNT MAY
(interrupting)
Don’t be ridiculous. I’m being perfectly
sincere. It’s just that you have so much
potential and you’re still taking
pictures for that nasty Jameson fellow
who pays you far less than you deserve.
PETER
I like taking pictures.
AUNT MAY
I know you do. But have you given any
thought to working in the science field?
PETER
I -- I really haven’t given it much
thought.
AUNT MAY
I know things have been really tough for
you with Harry’s death. And then Mary
Jane moving. I understand if you want to
take your time. You just have so much
potential.
(CONTINUED)
CONTINUED: (2)
PETER
I -- I really do want to do more than
take pictures. Jameson’s a creep and
you’re right. He doesn’t pay me what I
deserve. I just - I just want to do
something that will make a difference.
AUNT MAY
Well, science is a perfect field to do
that. Scientific discoveries are used to
help mankind. To help us grow.
PETER
Well, you know, I’ve actually thought I
might want to teach. If it weren’t for my
science teachers in high school and in
college, I wouldn’t be where I am today.
AUNT MAY
Did you know your Uncle Ben aspired to be
a teacher?
PETER
No. He did?
AUNT MAY
Your Uncle Ben loved to learn and he
regretted not going to school after high
school. He said that if he had, he would
have wanted to teach.
PETER
Wow. I didn’t realize that.
AUNT MAY
If you were to become a teacher or use
your skills in some way to help people,
your uncle would be so proud looking down
at you. I would be proud. Just like I am
now. Not every young man would move back
in with his old Aunt.
Peter stands up with his empty plate. He walks to Aunt May

and kisses her on the head.
PETER
Not every young man has such a fantastic
Aunt. Someone who inspires him to be a
good man. And to become a better person.
Peter walks into the kitchen and we hear dishes CLANGING.
(CONTINUED)
CONTINUED: (3)
AUNT MAY
If you were interested in teaching, I bet
I know someone who would be more than
happy to help you out?
INT. CURT CONNERS LAB - DAY
Peter slowly opens the door to the lab in Dr. Conner’s home.
The lab is a large room with white walls. There are three
large tables, two opposite each other on which are dozens of
glass tanks with lizards inside them. A table between them at
the front of the lab has a desk area in the middle and on
either side are more tanks with lizards. The walls are
plastered with photos of lizards, diagrams of lizard anatomy
and scientific equations marked on the walls.
No one is in the lab. Peter slowly enters and looks around.
Dr. Conners walks in as Peter is wandering around the lab.
CURT
Snooping around Parker?
Peter, startled, turns around towards Dr. Conners.
PETER
Oh, no. Your wife told me to come in and
wait for you.
CURT
I see.
PETER
Do you mind if I ask what you are
researching?
Dr. Conners pats his empty sleeve.
CURT
Would you believe me if I told you I was
trying to grow myself a new arm?
PETER
A new arm?
CURT
That’s right Peter. As you know, when
lizards lose a limb, they sometimes
regenerate a replacement. I’m working on
some experiments to see if I can apply
that logic to human DNA.
PETER
Wow. That would be an amazing discovery
for amputees.
(CONTINUED)
CONTINUED:
CURT
It would indeed. Now, I don’t think you
came here to congratulate me on my
research.
PETER
I came here because I’ve been thinking
about what I want to do now that I’ve
graduated. I’ve been giving teaching some
thought and wondered if you could offer
me some advice.
CURT
Teaching, huh? I think you could aim a
little higher than that Peter.
PETER
Teaching is a notable occupation. You
teach.
CURT
That’s true. It can be very draining
though.
PETER
Life’s draining sometimes.
CURT
That’s very true. While a teaching degree
is preferred, with the teacher shortage,
some schools are happy to find
knowledgeable people. My brother-in-law
works for the New York City school board.
If you’d like, I could put in a good word
for you and request an interview.
PETER
That would be excellent. I would really
appreciate that.
CURT
Alright. Your attendance record in school
was never great, Peter. You know you
couldn’t miss classes when you’re the one
running them.
PETER
I do. I’ll be better.
CURT
Alright. I’ll see you out.
As they approach the door, Peter takes a last look at the

lab.
(CONTINUED)
CONTINUED: (2)
PETER
So, regarding your research, what sort of
side-effects do you anticipate for limb
regenerations?
CURT
I’m not concerned with that. I think I
can speak for all amputees that anyone
missing a limb can handle some minor side
effects, whatever they may be. In
comparison, how bad could any side
effects be?
As they exit, Dr. Conners turns off the light and the lab
goes dark.
INT. NEW YORK POLICE STATION - DAY
CAPTAIN GEORGE STACEY walks in the front door alongside his

daughter, GWEN STACEY. There is a female police officer -
Officer JANINE BRADEY - sitting at the front desk.
JANINE
How was lunch with your daughter,
Captain?
CAPTAIN STACEY
Perfect as always.
GWEN
It was nice seeing you, Dad.
Captain Stacey and Gwen kiss each other on their cheeks and
Gwen heads to the door.
GWEN (CONT’D)
Thanks for lunch, Dad!
CAPTAIN STACEY
Anytime! I mean it!
Gwen leaves and Captain Stacey walks into the precinct

office. A middle-aged officer - SAM JENKINS - approaches
Captain Stacey and discretely pulls him aside.
SAM JENKINS
Captain, the boys are wondering why you
released Kravinoff before he saw the
judge?
CAPTAIN STACEY
What are you talking about? I certainly
did not release Kravinoff.
INT. VAN - NIGHT
An old van is driven down the street. Captain George Stacey

appears to be driving, with Kraven in the passenger seat. But
the man posing as Captain Stacey morphs his appearance,
revealing himself to be The Chameleon.
CHAMELEON
We’re almost there, my friend.
The van pulls into the long driveway of an old, dilapidated

mansion.
INT. KRAVINOFF MANSION - NIGHT
The mansion is only partially furnished with a classic design

that makes the furniture and the home look like the inside of
an old castle.
The Chameleon walks into the living room wearing a wine-red

robe and a glass of wine.
CHAMELEON
Sergei. Sergei, are you down here?
Kraven walks out of the shadows wearing an identical wine-red

robe and holding a rifle. He looks tired and worn down.
CHAMELEON (CONT’D)
Sergei. What’s with the gun?
KRAVEN
For all my life, I have earned nothing
but respect for the Kravinoff name. That
ended today. I have brought shame upon my
family. This blasted city despises me as
do my followers in Africa.
Kraven points the head of the rifle below his chin and holds
the trigger.
CHAMELEON
No! Sergei! It is not over! You will earn
the respect of all. I have a plan for
you. You know I wouldn’t let you down.
Have I ever let you down?
Kraven loosens his grip on the trigger.
Lower the weapon Sergei and let me show
you the gift I have brought you.
(CONTINUED)
CONTINUED:
Kraven lowers the gun and still holding it, walks towards The
Chameleon. The Chameleon pulls a white sheet off of a wooden
box. He opens the box and inside is a large glass container,
with bubbling green liquid inside. Steam is rising from the
container.
I introduce you to what is known on the
black market as Goblin Juice.
KRAVEN
You have yet to impress me.
CHAMELEON
Please give me the opportunity to
explain. This is a very expensive
investment I have made on your behalf.
KRAVEN
Go on.
CHAMELEON
One of the Spider’s greatest enemies
drank this serum and increased his
strength immensely. He almost killed the
Spider. If he had the initial strength
and skill that you possess, I have no
doubt the Spider would have been squashed
long ago.
KRAVEN
You think if I drink this potion, I will
be able to regain my honor by ripping off
the head of the Spider?
CHAMELEON
I have a very well-thought out plan for
you to regain your honor. There will be
no decapitation of the Spider. But I
assure you, together...we will bury him.
INT. DAILY BUGLE HALLWAY - DAY
Peter walks out of the elevator smiling. Ned catches him as

he walks down the hall.
NED
Hey Pete. You look happy
PETER
Things are looking up a little. I don’t
want to jinx anything yet but I’ll keep
you in the loop shortly.
(CONTINUED)
CONTINUED:
NED
Fair enough. I wanted to ask you
something.
They stop in the hallway and Ned holds Peter’s shoulders.
NED (CONT’D)
I was wondering if you’d be my best man.
PETER
Me?
NED
Why not you?
PETER
I, well, would have thought you’d ask one
of your college buddies -
NED
None of those guys live in the city and I
haven’t seen them for years. You though,
have always been there for me since I
started at the The Bugle last year. And I
know it would mean a lot to Betty too.
PETER
Okay. I’d be happy to.
Ned grabs Peter’s hand and shakes it.
NED
Good stuff! I can’t wait to tell Betty.
INT. DAILY BUGLE PRESS ROOM - DAY

It looks like J. Jonah Jameson is standing next to Betty’s
desk holding up an edition of the Daily Bugle. But as Peter
and Ned walk closer, they see it’s a cardboard cutout.
NED
What the hell’s that?
BETTY
J.J.’s new genius promotional tool for
the Bugle. He plans to have these on
every newsstand at the city.
PETER
Why would we want to scare away potential
customers?
They all laugh. Ned gives Betty a smooch on the lips.
(CONTINUED)
CONTINUED:
NED
Great news. Peter said yes.
Betty gets up, looking very excited and gives Peter a hug.
BETTY
That’s fantastic. I’m so happy!
PETER
I’m honored I was asked.
J.J. walks out of his office towards Betty’s desk.
J. JONAH JAMESON
You guys admiring New York’s newest
landmark?
He pats the cardboard standee.
PETER
You look very becoming, Mr. Jameson.
J. JONAH JAMESON
Don’t be cute, Parker. No one likes a
suck-up! We’re having a ceremony to
introduce these babies to the city at the
Museum of National History one month from
today. I expect you all to be there.
Tickets are $200. Parker, you’re taking
pictures.
PETER
If I’m available.
J. JONAH JAMESON
If? What better plans could you possibly
have? Right now though I have an
assignment for you guys.
NED
What’s that?
J. JONAH JAMESON
It seems someone impersonating the Police
Captain released that psycho Kraven from
jail.
PETER
Great.
J. JONAH JAMESON
Nobody likes sarcasm either, Parker. I
need Ned to investigate and Parker, tag
along to take pictures.
(CONTINUED)
CONTINUED: (2)
PETER
I actually have an appointment. I just
stopped in to grab something.
J. JONAH JAMESON
I don’t pay you to go to yoga class. Go
take some damned pictures.
PETER
I’m sorry. I have an appointment.
Peter walks away. Ned and Betty silently laugh as Jameson

watches Peter walk away.
J. JONAH JAMESON
Who the hell does that kid think he is?
EXT. NEW YORK CITY - DAY
Spider-Man swings though the city.
SPIDER-MAN
Whewwwwwww!
EXT. SCHOOL BOARD BUILDING - DAY
Spider-Man lands on the wall on the side of the building and

hops to the ground, taking his mask off. He walks around to
the front of the building.
INT. SCHOOL BOARD BUILDING - DAY
Peter, dressed in a crumpled suit, sits in the waiting room.

He presses down his suit with his hands as the receptionist
tells him he can go in.
Peter walks into an older office. The sign on the door says
Assistant Superintendent - GARY DOUGLAS. Mr. Douglas sits
facing the window. Peter KNOCKS on the door and Gary swivels
his chair around and gets up to shake Peter’s hand.
GARY DOUGLAS
Mr. Parker. Very nice to meet you. Why
don’t you sit down?
Peter sits and so does Mr. Douglas.
GARY DOUGLAS (CONT’D)

So Curt tells me you’re his top student.
PETER
That’s nice to hear. I think Dr. Conners
is a terrific professor.
(CONTINUED)
CONTINUED:
GARY DOUGLAS
Conners is a bit stiff for my taste -
don’t tell him I said that - but he’s a
smart guy. I’ll give him that. I have a
potential opportunity for you.
PETER
Really?
GARY DOUGLAS
Usually, we like teachers to have at
least some experience in front of a class
but we’re in a bit of dilemma. Mrs.
Theison, a science teacher at Southfield
High, just went into labor this morning
in her Science 8 class. One of her
students delivered the baby. The kid
automatically earned himself an A+.
PETER
Wouldn’t she be on maternity leave?
GARY DOUGLAS
She is a rather portly and no one knew
she was pregnant. Even she claims she
didn’t know. Very portly woman, as I
mentioned.
PETER
And she’s a science teacher?
GARY DOUGLAS
Like I said, there’s a teacher shortage.
We’ll hire just about anyone. So, you
want to take over her class for the rest
of the year or not? Can’t promise you
anything after that. Gotta prove
yourself.
PETER
Yes. I’d love to.
They both get up and Gary shakes Peter’s hand.
GARY DOUGLAS
Great to hear. But you get pregnant, you
give us notice, you hear?
PETER
Ummm, yes, of course.
GARY DOUGLAS
I’m kidding. You sure you’re ready to be
a science teacher?
EXT. SCHOOL BOARD BUILDING - DAY
Peter exits the building and jumps down the front steps,
leaps into the air, doing a summersault before landing on his
feet. Several bewildered bystanders stop and stare at him.
Peter stops when he realizes people are staring, and dashes
away.
Spider-Man swings through the city.
SPIDER-MAN
Whew-hoo!! Wheewwwwwwwwww!
Spider-Man lands on the side of the Daily Bugle building.

Peter walks in and sees Betty talking on the phone. As soon

as Betty sees him, she quickly hangs up and calls him over.
BETTY
Jameson is pissed. Get out of here and
come back when he’s cooled off.
J.J. storms out of his office.
J. JONAH JAMESON
Parker! You have a lot of nerve. You here
to apologize?
PETER
Why would I apologize? You barely pay me
anything yet you think you have the right
to be mean to me all the time.
People in the newsroom start to crowd around.
J. JONAH JAMESON
What are you talking about? Didn’t you
get the Christmas bonus like everyone
else?
PETER
The fruitcake?
J. JONAH JAMESON
The fruitcake straight from Mrs.
Jameson’s oven!
PETER
It was stale. And wrapped in sealed
plastic.
(CONTINUED)
CONTINUED:
J. JONAH JAMESON
What’s your point?
PETER
I’m tired of being made to feel bad every
time I show up for work. Peter Parker has
a lot to offer the world.
J. JONAH JAMESON
Well, J. Jonah Jameson doesn’t have time
to put up with your whining. Go home and
sleep it off.
J.J. walks back towards his office.
PETER
I found a better job. I quit.
J.J. stops and turns around.
J. JONAH JAMESON
You can’t quit you ungrateful-- You’re
fired!
PETER
That’s very generous of you Mr. Jameson.
That means I get three months severance.
Peter walks away smiling and Jameson is frozen and shocked as

people around him look on and smile. Betty smiles as Peter
walks out and she motions her fingers that she will call him.
Spider-Man swings across the New York skyline.

SPIDER-MAN
Whoooooooooooooooo weeeeeeeeeeeeee!
As he swings, we hear a cell phone ring with the 60’s Batman

theme song. Spider-Man lands on the side of a building. He
flips his mask up and flips open the phone.
PETER
Hello.
INT. DAILY BUGLE OFFICE - DAY
BETTY
Hey Peter. It’s Betty.
INTERCUT - Side of Building / Daily Bugle Office
(CONTINUED)
CONTINUED:
PETER
Hey Betty. Did you enjoy the show?
BETTY
I would give it five stars. So what’s
this other job you got?
PETER
I’m going to be a science teacher.
BETTY
Really? That’s perfect for you. I’m so
happy.
PETER
Thanks.
BETTY
Feel like celebrating tonight? Ned and I
had tickets for the Roximaniac concert
tonight but Ned canceled on me.
PETER
I’d really love to, Betty. But I already
have a date for tonight.
BETTY
Really? With who?
PETER
Just the most wonderful lady in the
world.
INT. PARKER APARTMENT - EVENING

Aunt May is walking down the hall to the living room with
Peter next to her.
AUNT MAY
It’s so nice that you’re spending the
evening with me, Peter.
PETER
I couldn’t imagine anyone else I’d rather
celebrate with.
They sit on the couch.
AUNT MAY
I’m so proud of you Peter. And your Uncle
Ben would be so proud of you too.
PETER
I wish he was here.
(CONTINUED)
CONTINUED:
AUNT MAY
So do I. Oh, that nice Professor Conners
left a message for you to congratulate
you.
PETER
I need to call him back to thank him. If
it weren’t for Dr. Conners, I wouldn’t
have this opportunity.
The doorbell rings and Peter gets up, walks to the door, and
opens it. A delivery man is standing there with bags of
Chinese food.
Peter walks back into the living room holding the bags and
takes out the food, placing it on the living room table.
AUNT MAY
Peter. Put those on the dining room
table. We’re too dignified to eat in the
living room.
Peter smiles and returns the food to the paper bags.
PETER
Yes, ma’am.
INT. STADIUM - NIGHT
A crowd of thousands is gathered on the stadium floor, in

front of a stage at the far end. There is a loud buzz of
people talking. Betty and Gwen are standing in the center of
the floor.
GWEN
(yelling to be heard)
Thanks for inviting me, Betty. I love
these guys!
BETTY
(yelling)
You’re welcome, sweetie!
The lights go out and the crowd cheers. A voice over the
speakers is heard.
VOICE
Starting off the night, all the way from
London, for their very first performance
in New York, put your hands together for
Roximaniac!
(CONTINUED)
CONTINUED:
The crowd cheers and there’s a flash on the stage before the
lights go on. The four bandmates appear with electronic
guitars and instantly begin to play.
After about 30 seconds, the lights go out again and crashing

and screaming is heard through the microphones on stage. The
lights come back on and the four bandmates lie beaten and
unconscious on the stage. Through smoke, Kraven walks up to
the microphone. The crowd is in shock.
KRAVEN
Hello New York. Sorry to interrupt your
regular scheduled program, but I assure
you, you will still have a killer
evening.
The crowd boos and tosses things at Kraven. Kraven responds
by picking up the barely conscious lead singer by the throat.
KRAVEN (CONT’D)
If anyone so much as throws a gum wrapper
up here, I will snap this man’s neck like
twig.
The audience gasps.
KRAVEN (CONT’D)
All the outside doors are wired with
explosives. Anyone comes in or goes out,
they go kaboom.
The panicked audience screams.
BETTY
Oh my god. What are we going to do?
Gwen is pushing numbers on her phone.
GWEN
Hang on. I’m texting my dad.
KRAVEN
Every half hour, I will kill one of the
band members. However, I assure you they
don’t have to suffer needless deaths.
There is one man who can save them. The
one you call Spider-Man.
Someone yells out.
AUDIENCE MEMBER
Spider-Man kicked your ass!
The crowd cheers in response to that comment.
(CONTINUED)
CONTINUED: (2)
KRAVEN
Perhaps, but not this time. The Spider
will fall at my hands this time around. I
promise you that. Take out your phones
and call everyone you know. Get the word
out that the Spider-Man must meet me here
for a rematch...or these young boys will
never return to London.
INT. PARKER APARTMENT - NIGHT
The credits from an old movie are rolling on the TV set in

the living room. Peter and Aunt May are sitting on the couch.
PETER
That was fantastic. I guess I shouldn’t
underestimate the classics.
AUNT MAY
I told you Peter.
PETER
Are you up for another one?
AUNT MAY
Why not? We are celebrating, aren’t we?
Peter gets up and walks across the room to a pile of DVDs.
PETER
Let’s see what else we have.
Aunt May shuts off the movie and the news comes on the TV. A
newswoman standing in front of the stadium reports.
NEWSWOMAN 2
The police are unable to enter as all the
doors are wired with explosives.
According to Kravinoff, if Spider-Man
doesn’t show up ten minutes from now, he
will kill the lead singer of the band.
AUNT MAY
Oh my. What is the world coming to?
PETER
Aunt May, I just remembered a movie I
think you’ll like. I’m just going to run
out to Blockbuster and get it. Hang
tight.
Peter races towards the door and exits.
(CONTINUED)
CONTINUED:
AUNT MAY
Peter?
EXT. OUTSIDE APARTMENT BUILDING - NIGHT
Peter runs up the side of the wall of the building, while

ripping off his clothes to reveal his costume underneath. He
leaps from his building to the building across and back and
forth, kicking off his shoes and shaking off his pants, until
he reaches the roof. Now fully in costume, Peter puts on his
mask and leaps off the building.
EXT. OUTSIDE STADIUM - NIGHT
The police have surrounded the outside of the building.

Captain Stacey pulls up in a police car and gets out.
CAPTAIN STACEY
What’s the status?
COP 5
We’ve confirmed that all the doors are
locked with explosives. We’re about five
minutes away from sending in a remote
device.
CAPTAIN STACEY
Make that two minutes, damn it. My
daughter’s in there!
One of the cops looks up and sees Spider-Man swinging above

and then landing on the stadium roof.
COP 6
Captain, we might have some help.
INT. STADIUM - NIGHT
Kraven holds the singer up by his throat.
KRAVEN
The Spider has disappointed us. Because
of his cowardliness, this innocent man
will die at the hands of The Hunter.
Spider-Man stands on the giant scoreboard above and jumps

off, swinging towards Kraven on a strand of web.
SPIDER-MAN
I don’t think so.
Kraven spies Spider-Man coming towards him and drops the

singer onto the stage.
(CONTINUED)
CONTINUED:
As Spider-Man’s foot approaches Kraven’s face, Kraven grabs

it and throws Spider-Man, SMASHING him into the drum set. The
audience gasps.
As Spider-Man gets up to his feet, Kraven storms towards him.
Kraven tries to swing at Spider-Man but Spidey avoids his arm

and punches him in the jaw. Kraven’s head goes back but he
just smiles.
KRAVEN
Oh, little Spider. I am not the same man
you humiliated before.
Kraven runs away across the stage and shoots a wire up to the
scoreboard. Spider-Man chases him.
SPIDER-MAN
Really? We’re playing tag now?
Kraven rides the wire up to the scoreboard and Spider-Man

climbs the stage wall and jumps to the scoreboard where
Kraven suddenly pummels his fist into Spider-Man’s gut,
sending him falling back into the crowd, near where Betty and
Gwen stand. He is caught by the people but quickly shoots a
web at the scoreboard and swings back up.
Kraven is now at the opposite corner of the large scoreboard.

He smiles and places a little device on one of the wires.
Spider-Man can see that there are other devices on some of
the other wires. Spider-Man runs towards Kraven but Kraven
kicks him backwards.
Spider-Man gets up and swings at Kraven’s face several times,

barely fazing him. Kraven grabs Spider-Man by the throat.
KRAVEN
Little Spider. How does it feel to be the
hunted?
Kraven throws Spider-Man to the stage, where he crashes.

Kraven runs and takes a huge jump from the scoreboard to the
stage. Spider-Man gets up but is pummeled again by Kraven. He
kicks Spider-Man away, into the crowd and lunges after him.
SPIDER-MAN
Everyone, move away.
The crowd moves away from Spider-Man as Kraven approaches.

Kraven stands in front of Spider-Man.
Kraven, you want a fight, I’ll fight you.
But let’s move it away from these people.
(CONTINUED)
CONTINUED: (2)
KRAVEN
I’m done fighting you, little Spider.
Your compassion for these peons is going
to be what brings you down.
Kraven holds up a detonator and smiles.
KRAVEN (CONT’D)
Bang.
Kraven pushes the button and explosions go off atop the wires
holding up the scoreboard. The giant scoreboard begins to
fall, only being held up by two broken wires. Spider-Man
jumps underneath and yells to the people around him.
SPIDER-MAN
Run! Get away from here!
The last wires on the scoreboard snap and the whole structure
falls below. There are still people underneath, but the huge
crowd prevents them from moving fast. Spider-Man catches the
scoreboard but it’s such a huge weight, he struggles to hold
it as it teeters. He yells to the people underneath it.
Run!!! Get away!
Spider-Man bends his knees and lowers himself, straining to

hold the scoreboard up. He screams as he knows he can’t hold
it up much longer. Spider-Man sees that the last person gets
away from underneath it. It takes everything in him to push
the scoreboard up a little higher and jump out from under
it. Spider-Man lands just to the scoreboard’s side as it
SMASHES onto the ground. Out of breath, Spidey pulls his mask
up so he can breathe easier, and gasps.
Suddenly, a foot on his chest pushes Spider-Man flat on his
back. It’s Kraven. Kraven is holding an arrow, which he
shoves into Spider-Man’s chest. Spider-Man gasps and then his
body falls. Kraven stands back from Spider-Man’s limp, barely
conscious body. He pulls out what looks like a harpoon from
his belt and shoots it at Spidey. A black net shoots out and
wraps around Spider-Man. Kraven pulls it and Spidey’s wrapped
body is flung over his shoulder.
People in the crowd look on in horror.
PERSON IN CROWD 1
Spidey saved our lives. We can’t let this
guy take him.
PERSON IN CROWD 2
Yeah. If we all take on this creep, he
can’t fight off all of us.
(CONTINUED)
CONTINUED: (3)
A crowd runs towards Kraven but Kraven shoots a wire up at

the domed ceiling and zips up, holding Spider-Man, as the
helpless crowd looks up at them.
EXT. DOME OF STADIUM - NIGHT
A hole is ripped in the dome and Spider-Man, wrapped in the

net, is THUMPED outside onto it, landing on the dome. Kraven
pulls himself up onto the dome next to Spidey. He flings the
net over his shoulder again and runs downwards on the dome.
DOWN BELOW
Captain Stacey gets off his phone and runs to a unit of

police.
CAPTAIN STACEY
My daughter said Kraven just escaped
through the roof and that he has Spider-
Man with him.
One of the cops points to Kraven standing at the edge of the

dome.
COP 7
There he is.
The police pull out their guns.
CAPTAIN STACEY
Hold your fire. He has Spider-Man.
BACK ON THE ROOF
Kraven shoots a wire onto the roof of a building across from

them and he zips across with Spidey and lands on the roof. He
runs across the roof to the edge and jumps across landing on
another roof top. Kraven jumps from rooftop to rooftop until
he stops at the edge of one roof and looks down at a
cemetery.
EXT. CEMETERY - NIGHT
Kraven walks through the graveyard past several graves and

then THUMPS Spidey to the ground. Kraven looks at an open
grave with an empty casket. The Chameleon stands on the other
side.
CHAMELEON
It is all ready, Sergei.
(CONTINUED)
CONTINUED:
Spider-Man seems to be coming to, moving around a little as

Kraven picks him up, pulls the net off him and THUMPS him
into the open casket on his back. Spider-Man moves around a
little, confused.
SPIDER-MAN
Where -- Where am I?
CHAMELEON
You’re at death’s door, my friend.
KRAVEN
The Spider is dead. Long live the Hunter!
Kraven bends over and closes the casket as Spider-Man

frantically moves around.
SPIDER-MAN
Nooooooooo!
Kraven and Chameleon each grab a shovel from the ground and
dig dirt from the large heap and toss it onto the casket. We
hear BANGING from inside the casket and screams.
No! Don’t do this!
More dirt is tossed onto the casket.
SPIDER-MAN (V.O.) (CONT'D)

Aunt May... Mary Jane...
As the dirt covers the grave, all that is seen is black.

The TV is on, a commercial playing. Aunt May picks up her
phone and calls a number. After a short pause, she speaks
into the receiver.
AUNT MAY
Peter, it’s your Aunt again. I’m awfully
worried about you. If you could just call
me back and let me know you’re alright,
I’d appreciate it.
Aunt May hangs up the phone. Her ears perk up as she hears a
story on the news. She walks to her couch and sits down.
ON THE TV - NEWS STATION
NEWSWOMAN
We’re here live from City Stadium, where
Spider-Man has faced off with the man
known as Kraven the Hunter once again.
Unfortunately, this time, the tables seem
to have been turned. We’re going to take
you to AMIT HASUM, live from the scene.
ON THE TV - OUTSIDE STADIUM - NIGHT
AMIT HASUM
I’m here live at the scene of the event.
It seems Kraven the Hunter attacked the
band members of Roximaniac and threatened
to kill them if Spider-Man didn’t show up
for a confrontation. Spider-Man arrived
just in time to save the band but his
fate doesn’t look to be as fortunate. I’m
here with two witnesses, Gwen Stacey and
Betty Brant.
The camera pans out so we see Gwen and Betty standing next to
Amit.
GWEN
If Spider-Man haven’t show up when he
did, Kraven would have killed Lars Roxi.
He probably saved us all.
BETTY
I don’t know what was different than
before but Kraven was stronger and
faster. He pummeled Spidey before taking
him away.
GWEN STACEY
It was horrible to watch.
BACK IN THE APARTMENT
Aunt May enters Peter’s room and turns on the light. The room
is spotless and the bed is perfectly made. May looks at the
bed for a few seconds before turning off the light and slowly
walking away.
EXT. STREET - NIGHT
A woman in a waitress uniform steps out of a small cafe and

locks the door. It is pouring rain outside. Before she steps
out from under the overhang, she zips up her jacket and opens
an umbrella.
(CONTINUED)
CONTINUED:
As she walks down the street, she senses that she is being
followed. She turns around but doesn’t see anyone. She
continues walking, then hears FOOTSTEPS behind her. She turns
around and there are four tough-looking guys walking behind
her. She walks faster and the footsteps behind her speed up
too. She runs but a heel breaks and she falls to the ground.
The thugs surround her and pull out knives.
THUG 1
So what do we have here?
WAITRESS
Please. I’ll give you my wallet.
One of the thugs gently slides the knife over the waitress’s
face.
THUG 2
Who says all we want is your wallet?
The thugs move in closer, until they hear a voice behind

them.
KRAVEN
Let her be.
They turn around to see Kraven walk out of the shadows. His
costume is now an alteration of Spider-Man’s costume, with
Spidey’s face on the front of his suit, where the lion’s head
used to be. Unlike Spider-Man’s costume, he doesn’t wear a
mask. The thugs laugh.
THUG 1
Who the hell do you think you are?
KRAVEN
I am the hunter.
THUG 3
I know who you are. You may have taken
down Spider-Man, but there are four of us
and we’re armed.
The thugs move towards Kraven as the waitress sits on the wet
street looking on.
Kraven picks up one of the thugs and throws him down the
street, SMASHING into a pile of garbage cans. He punches
another one in the face rapidly while another thug comes at
him from behind. He grabs the thug he was punching and
swiftly turns around so the thug behind him stabs the one he
is holding.
(CONTINUED)
CONTINUED: (2)
He then picks up one of the remaining thugs and SMASHES him

down on his knee before throwing him to the ground. Then he
walks towards the remaining thug, who is now trying to run
away. He grabs him and punches him in the face rapidly many
times. His face bleeds and blood gets on Kraven’s knuckles.
The waitress stands up and comes towards Kraven.
WAITRESS
Stop! You’re going to kill him!
Kraven turns around to look at the woman.
KRAVEN
Do not question me. I am your protector.
He turns around and continues to pummel the thug.

KRAVEN (CONT’D)
I am the Hunter.
MONTAGE - CLIPS OF KRAVEN VIOLENTLY FIGHTING CRIME WITH

NEWSWOMAN VOICE OVER
NEWSWOMAN 2 (V.O.)
After seemingly defeating Spider-Man at
the City stadium earlier this week,
Sergei Kravinoff has updated his costume
and taken up Spider-Man’s crime fighting
duties in a more violent manner than the
webslinger. The police, who lately have
had kind words regarding Spider-Man’s
vigilante work, call Kravinoff a violent
criminal and are intent on arresting the
man.
Kraven pummels bank robbers outside a bank.
Kraven throws a a masked man over his back, through a glass

window.
Kraven swings over a dumpster on a zip line holding a

criminal and drops him so he hits his head on the side of the
dumpster.
Kraven kicks a man with a gun out of a third story window.

The man crashes through the windshield of a car beneath.
A biker zooms down the street with police racing after him.
Kraven stands in the middle of the street and puts a metal
pipe through the motorcycle's front tire. The man’s bike
abruptly stops and the cyclist flies from his bike. Kraven
hits him on the head with the pipe before he hits the ground.
EXT. STREET - DAY
The newswoman is now seen on camera in front of a bank with a

broken window and several parked police cars.
NEWSWOMAN
There have been no signs of Spider-Man
since his fight at the stadium, making
many New Yorkers wonder about the fate of
their hero.
Kraven walks on screen and shoves the newscaster aside and

faces the camera.
KRAVEN
Spider-Man is dead and buried. Long live
Kraven the Hunter!
Kraven then marches towards the camera lens. As he puts his

hand out, the screen goes to static.
The bugle staff surround J. Jonah Jameson.
J. JONAH JAMESON
I’m not a fan of the wall crawler but I
never wished him dead. But if he is dead,
that’s news and it’s our job to report
the news. So if Spider-Man is dead, we
need to be the ones to break the story.
Betty hangs up the phone at reception and looks towards J.J.
BETTY
Mr. Jameson. The Rhino just broke out of
prison and is going on a rampage through
the city.
J. JONAH JAMESON
Well, what the hell are you people
waiting for? Get on it!!
EXT - THE STREET - DAY
Several police cars are set up as a blockade on a busy New

York street. A line-up of armed police officers stand in
front as onlookers watch from behind. STOMPS and CRASHES can
be heard in the background, getting increasingly louder.
POLICE SARGENT
Officers, hold your fire.
(CONTINUED)
CONTINUED:
The STOMPS become louder and louder. Suddenly The Rhino

SMASHES out of the front window of a storefront and stops
when he sees the police, about 20 feet in front of him.
THE RHINO
What’s this?
The Sargent talks into a loudspeaker.
POLICE SARGENT
Put your hands in the air and surrender
or we will fire upon you.
THE RHINO
You kiddin’, right?
The Rhino rubs his back foot on the ground several times and
then charges at the police.
POLICE SARGENT
Fire! FIRE!
The police shoot at the Rhino but the bullets bounce right
off. The Rhino continues to charge directly at the police.
Most of them move out of the way as he gets closer but a few
officers who stay and continue firing are flung away by the
Rhino. The Rhino shoves the police cars aside and runs down
the busy street.
Civilians run away, SCREAMING. The Rhino runs straight ahead

as the police shoot at him from behind. He RAMS into several
parked cars.
In the distance a figure in the center of the road walks

towards The Rhino. When The Rhino gets close enough to see
who it is, he stops. It is Kraven.
THE RHINO
You wear the cloth of the man who put me
away. I highly suggest you get out of my
way.
KRAVEN
The Spider is dead. I am the Hunter.
THE RHINO
Whatever.
The Rhino rubs his back leg several times against the
concrete and then charges towards Kraven. Kraven walks
directly towards The Rhino. Just before the two collide,
Kraven punches The Rhino hard in the face and then slides
underneath his legs. The Rhino screams in pain and holds his
face.
(CONTINUED)
CONTINUED: (2)

You’ll wish you never lived.
The Rhino swings his arm around, hitting Kraven and throwing
him across the street, through the windshield of a car. The
car’s ALARM goes off as Kraven tries to free himself.
The Rhino runs towards the car as Kraven pulls himself out of
the window and stands on the hood of the smashed car. When
the Rhino RAMS into the car, Kraven jumps onto his back and
holds onto his horns. The Rhino tries to swing him off
without success.

Get off me, muscles!
Kraven pushes himself higher up onto The Rhino’s back, and
hanging onto his horn with only one hand, he punches The
Rhino in the face. The Rhino screams and Kraven punches him
in the face again and again. The Rhino walks backwards and
tries to get him off but Kraven keeps punching. After
numerous punches, Kraven flips off The Rhinos back onto the
street in front of him. He punches the hurt and surprised
Rhino in the face with lots of force, again and again. The
Rhino, face bruised and bloody, walks backwards and Kraven
continues to punch him repeatedly. The Rhino eventually falls
backwards to the ground with a loud CRASH.
Kraven walks over to The Rhino, kneels on his chest and

punches him again and again, causing his hand to get bloody
from the Rhino’s face.
Several police officers approach, holding their guns.
COP
That’s enough. He’s down.
Kraven gets up off the ground. The Rhino moans in pain.
KRAVEN
He may be down but a wounded animal needs
to be put out of its misery.
COP
That’s not up to you. Now stand down.
Several more cops show up and then all hold up their guns.
Kraven stands in front of them.
KRAVEN
A true hunter doesn’t let his prey
suffer.
(CONTINUED)
CONTINUED: (3)
COP
Put your hands on top of your head, sir.
KRAVEN
You offend me.
Kraven walks towards the cops.
COP
I’m warning you.
Kraven grabs one of the cop’s arms and breaks it, his gun
falling to the ground. Before the other cops can respond, he
shoves them to the ground and runs away.
As Kraven runs around the corner of a building, he stops and

wipes his bloody hand on his outfit.
KRAVEN
There is no order in this city. With the
Spider gone, there must be order.
EXT. THE STREET - LATER
Amit Hasum stands on the street where the fight took place.
AMIT HASUM
While the Rhino has once again been
brought down, the man who calls himself
Kraven the Hunter is not being cheered as
a hero.
A woman with two kids is interviewed.
MOTHER
He was so violent. The monster was down
but he kept on punching. It’s not
something we want our kids to witness.
A young man is interviewed.
YOUNG MAN
The cops told him to stop and he broke
one of their arms. And hurt the others.
Spider-Man would never attack the police.
AMIT HASUM
The mayor and Police Captain are expected
to speak to the press later this
afternoon.
INT. KRAVINOFF MANSION - DAY
The Chameleon and Kraven, who is scrubbing blood off his arm
with a towel, are watching the TV broadcast. Kraven shuts it
off.
KRAVEN
I try to be their hero. To stop men who
do them harm. Just like the Spider did.
CHAMELEON
They don’t show you the same respect they
showed Spider-Man.
KRAVEN
They do not. And they will suffer the
consequences for their disrespect. No
more Mr. Nice Guy.
INT. PARKER APARTMENT - DAY
Aunt May is listening to a news broadcast on the radio.
RADIO ANNOUNCER
And there is still no sign of Spider-Man.
While the people of New York certainly
are hopeful, from what was seen at the
stadium and the fact that his attacker
now wears his colors, things are not
looking so good for our hero.
The phone RINGS. Aunt May turns down the volume on the radio
and answers the phone.
AUNT MAY
Hello?
INT - SCHOOL PRINCIPAL’S OFFICE
JED SUMMERS
Hi. Can I please speak to Peter Parker?
INT. PARKER APARTMENT/ SCHOOL PRINCIPAL’S OFFICE
AUNT MAY
I’m afraid he’s not in right now. Can I
take a message?
JED SUMMERS
May I ask who I’m speaking with Ma’am?
AUNT MAY
This is Peter’s aunt.
(CONTINUED)
CONTINUED:
JED SUMMERS
This is Jed Summers. I’m the principal
from Southfield High. Mr. Parker was
supposed to start a teaching job here
today, however he hasn’t shown up.
AUNT MAY
That’s very odd. He’s a very responsible
young man and he was very excited about
beginning this job. Perhaps there was
some misunderstanding.
JED SUMMERS
Perhaps. If there’s anyway you can
contact him, please ask him to call me.
If he doesn’t show up soon, we’re going
to have to find another teacher.
AUNT MAY
Oh dear. I will try to get that message
to him.
JED SUMMERS
Thank you ma’am.
Aunt may hangs up and puts her head down. After a few
seconds, her eyes light up and she picks up the phone again.
She dials a number and then after a short pause, she hears
the 60’s Batman ring tone in the distance. She gets up and
follows the sound to Peter’s bedroom.
INT. PETER’S BEDROOM - DAY
Aunt May walks over to the night table and picks up the
phone. She clicks it a couple of times and puts it back down.
Looking very solemn, she sits on Peter’s bed and runs her
hand over the pillow. She then picks up Peter’s cell phone
again and dials 3 numbers. After a short pause, she speaks.
AUNT MAY
Police, please. I need to report a
missing person.
EXT. OUTSIDE CITY HALL - DAY
The press is gathered around the stairs of city hall with

some citizens, including Gwen Stacey. The focus of the
attention is the MAYOR, as well as Police Captain George
Stacey, who stand in front of three police officers.
MAYOR
Please quiet down everyone. Captain
Stacey and I will make a short statement
and then we will take a few questions.
(CONTINUED)
CONTINUED:
The crowd quiets down.
MAYOR (CONT’D)
Good afternoon. As many of you are aware,
a violent vigilante named Sergei
Kravinoff has not only been involved in
brutal attacks on several criminals as
well as on Spider-Man, he has now
attacked New York’s finest, some of whom
stand here with me today. This violence
in our city will not be tolerated and
Captain George Stacey, standing here
beside me, will now inform you on the
police department’s plan of action.
CAPTAIN STACEY
Thank you, Mayor. I want everyone to be
clear. Sergei Kravinoff is not just a
vigilante. He is a criminal who has
broken many laws and placed our own
police force in harm’s way. In addition
to keeping our streets safe, it is the
top priority of the New York Police Force
to apprehend and arrest this criminal. We
will catch him and I assure you he will
be put on trial.
MAYOR
The police captain has my full support on
apprehending this man. Now if you have
any questions.
Suddenly, Kraven zips down on a wire and lands on the stage

behind the mayor and Captain Stacey.
KRAVEN
I have a few.
The police officers all pull out their weapons but Kraven
fights them off. He breaks the arm of one cop and kicks and
punches down the others. The crowd is in shock, especially
Gwen.
Kraven walks up to the Camera.
KRAVEN (CONT’D)
I ask the mayor this. You call The Spider
a hero. But like The Spider, I have
brought criminals to their knees. I have
only used force on your officers after
they tried to apprehend me for my good
deeds. I offered my services to your city
as a gift and you spit in my face.
(MORE)
(CONTINUED)
CONTINUED: (2)
KRAVEN (CONT’D)
So my question is this. Why was The
Spider considered a hero yet I am a
criminal?
MAYOR
Spider-Man is a vigilante too but he
keeps violence to a minimum and would
never, ever attack a police officer.
KRAVEN
Well, The Spider is dead. I laid him to
rest myself. And I warn you. Respect The
Hunter or you will be my new prey.
Captain Stacey pulls out a gun and points it at Kraven.

CAPTAIN STACEY
Step back.
Kraven laughs. Then he pulls Captain Stacey towards him and

pulls back the wire he zipped in on and it retracts, pulling
both Kraven and Captain Stacey to the top of an adjacent
building that is under construction.
The crowd is in shock, especially Gwen.
GWEN
DAD!!!!
When Kraven and Captain Stacey reach the top of the building,
Kraven grabs the gun and throws it over the ledge.
CAPTAIN STACEY
You’re making a big mistake.
KRAVEN
No, you sir have made a big mistake.
There is a new savior in this city. And
Kraven is his name. Long live the
Hunter!!
Kraven throws Captain Stacey off the building. He falls to

his death as the crowd watches. Gwen Stacey screams in
horror.
GWEN
DAD!!!!!
Gwen runs in front of the crowd of reporters where her father

lies on the pavement. Gwen pulls his head and chest up onto
her, hugs her father and cries.
GWEN (CONT’D)
No, no Dad. Don’t go. Don’t go.
(CONTINUED)
CONTINUED: (3)
The crowd surrounds Gwen and her slain father in silence as

Kraven watches from above.
The staff at The Bugle watch the news of Captain Stacey’s

murder in shock. Betty holds onto Ned.
BETTY
Where’s Spider-Man? Just when we need him
the most.
Jonah stomps out of his office.
J. JONAH JAMESON
It’s a sad day for our city but the news
stops for no one. This Kraven monster is
a far bigger menace than Spider-Man ever
was.
BETTY
Is.
J. JONAH JAMESON
What?
BETTY
Nothing.
J. JONAH JAMESON
Now write and show this madman that the
Daily Bugle isn’t intimidated by
violence.
NEW CUT
A Daily Bugle newspaper flies towards the screen.
INSERT - NEWSPAPER HEADLINE
“Kraven the Madman Murders Police

Captain”
INT. KRAVINOFF MANSION - NIGHT
The Chameleon puts down the same edition of The Daily Bugle
as he hears the door open then slam shut. He is wearing his
robe and drinking wine by the fireplace. Kraven walks into
the room.
CHAMELEON
Sergei.
(CONTINUED)
CONTINUED:
KRAVEN
You were right. I needed them to fear me.
CHAMELEON
And they do, my friend. But killing the
Police Captain. That is a very bold move.
KRAVEN
Yes, it is. And while not everything is
going exactly to our plan, very soon, the
pieces to the puzzle will fit together as
they were intended.
Aunt May is watching the tail end of a news report on TV.

REPORTER
Captain George Stacey was 61 years old.
He is survived by his only child, Gwen.
Aunt May turns off the TV and walks towards the mantle. She
picks up a framed picture and walks back toward the couch.
She looks at the picture which shows Peter, Uncle Ben and
herself. She places the picture on the coffee table, pulls
out a business card and dials a number on the phone. She
picks up the picture and walks again to the mantle.
SERGENT WILCO (O.S.)

Sergent Wilco speaking.
AUNT MAY
Yes, Sergent Wilco. It’s May Parker
calling. You were at my apartment last
week in regards to my nephew Peter.
SERGENT WILCO (O.S.)
Of course, Mrs. Parker. We spoke just
yesterday. I wish I had some good news
for you but unfortunately, we still have
no new information.
Aunt May breathes heavily and seconds later falls to the

floor, the picture frame in her hand SMASHING to the floor,
laying next to her head.
SERGENT WILCO (O.S.) (CONT'D)

Mrs. Parker? Mrs. Parker, are you
alright?
INT. BETH ISRAEL HOSPITAL - NIGHT
Aunt May is being wheeled through the emergency ward. She is

conscious but disoriented.
(CONTINUED)
CONTINUED:
AUNT MAY
Peter? Peter? Where’s my nephew Peter?
INT. UNKNOWN - NIGHT
There is total darkness. All we see is black.
PETER (V.O.)
Aunt May? Aunt May, is that you?
UNCLE BEN (V.O.)

No, Peter. It’s me.
The blackness disappears and there is now an open white

space. Uncle Ben is sitting on a white chair at a white
table.
Peter is wearing the ripped Spider-Man costume but without
the mask. He approaches the table, pulls out a white chair
and sits next to UNCLE BEN.
PETER
Uncle Ben. But you’re --
UNCLE BEN
Dead. Yes, I am.
PETER
Am I --
UNCLE BEN
No. Not yet, Peter. It’s not your time.
PETER
I miss you.
UNCLE BEN
I miss you too. I see all the wonderful
things you do for people. Risking your
own life to help those in need.
Strangers. People you don’t even know.
Because you know it’s the right thing to
do.
PETER
With great power also comes great
responsibility.
Uncle Ben smiles.
UNCLE BEN
That’s right. I’m darn proud of you.
(CONTINUED)
CONTINUED:
PETER
So what now?
UNCLE BEN
Well, you certainly can’t stay here.
People need you now more than ever. Your
Aunt needs you.
A shadow comes up behind Peter. When the person comes into

the light, we see that it is HARRY OSBORN.
PETER
Harry!
HARRY
Hey, buddy!
Harry takes a seat at the table.
HARRY (CONT’D)
Your Uncle’s right. Things are going to
get harder and harder. But you need to
return to the land of the living and set
things right.
PETER
But how do I --?
UNCLE BEN
Just like you do anything else that’s
challenging in life. You fight.
PETER
Spider-Man can only fight so much --
HARRY
Pete, we’re not talking about Spider-Man.
Spider-Man is you - Peter Parker - with a
mask on. You’re the man behind that mask.
It’s Peter Parker who has to fight.
Spider-Man only does what Peter Parker
wants him to do.
UNCLE BEN
You’re not two separate people, Peter.
You know that. Maybe to the public but
inside you’re one guy fighting the same
fight.
PETER
People know us as two people.
(CONTINUED)
CONTINUED: (2)
UNCLE BEN
But what’s real is what’s under the mask.
When an old lady is thankful to Spider-
Man for saving her from a bank robbery,
she’s grateful to Peter Parker. She just
doesn’t know it.
HARRY
You gotta get going, Pete. You don’t
belong here.
PETER
But I don’t want to leave you.
HARRY
You don’t have a choice. It’s time for
you to fight your way back. Prove to the
world that good really does prevail over
evil.
We hear the cackling laugh of the Green Goblin in the

distance. Peter, Harry and Uncle Ben look up and everything
goes pitch black.
HARRY (V.O.) (CONT'D)

You have to go now Pete. You don’t have
much time left.
We hear the sounds of heavy breathing, wood breaking,

scuffling and dirt being dug through as the goblin’s laugh
gets closer and closer. When the laugh is really loud, we see
a glimpse of light. As dirt is pushed aside, we see more
light.
EXT. CEMETERY - NIGHT

The rain pouring from the sky drenches the dirt in front of
Peter Parker’s unmarked grave. The stick in front falls to
the side as the dirt underneath moves. Spider-Man’s hand
breaks through the surface. The dirt breaks open more and
Spider-Man digs himself up, out of the grave. Unable to stand-
up, he stumbles to the ground, hitting it hard. Barely able
to breathe, he pulls off his mask and gasps for fresh air.
Still grasping his mask, he manages to crawl over to a
pathway in the cemetery, before crashing to the pavement -
unconscious - where he lies still as the rain falls down upon
him.
EXT. CEMETERY - MOMENTS LATER
A tall HOMELESS MAN (Bruce Campbell?) pushes his buggy down

the cemetery path while singing to himself.
(CONTINUED)
CONTINUED:
HOMELESS MAN
There I was just walking down the street,
singing “Do wa diddy diddy diddy dum
diddy doo”.
Suddenly his buggy hits something. The homeless man walks

around the buggy angrily.
HOMELESS MAN (CONT’D)

Damn it, Leon. How many times do I have
to tell you not to sleep in the middle of
the --
The homeless man then sees a maskless Spider-Man there, not

moving.
Spidey?
The homeless man prods his fingers at him a few times but
there is no reaction.

Don’t worry Spider-Man. I’ll save you.
The homeless man picks Spider-Man up into his arms and runs
through the cemetery holding him, leaving his buggy behind.
We see the homeless man run a long distance holding Spider-

Man.
EXT. THE WOODS - MOMENTS LATER
The homeless man sprints through the dark, rainy woods

holding Spider-Man.
EXT. THE RESTAURANT DISTRICT - MOMENTS LATER
Slowing down a bit and breathing heavily, the homeless man

continues to run down the dark, rainy and empty streets.
EXT. HOSPITAL - MOMENTS LATER
Slowed down and now walking, the homeless man huffs and puffs
as he arrives outside the hospital. He’s about to walk
through the doors with Spider-Man, when he stops.
HOMELESS MAN
(to himself)
Your secret identity. We can’t let them
know who you are. What do I do?
Like a light bulb going off in his head, the homeless man
suddenly looks like he has thought of the answer.
(CONTINUED)
CONTINUED:

Of course.
INT. HOSPITAL EMERGENCY WARD - MOMENTS LATER
The emergency room is extremely busy with doctors and nurses

running back and forth and the waiting area is above
capacity.
The homeless man, dressed in the tattered Spider-Man costume,

runs through the automatic double doors carrying Peter
Parker, who is wearing only his boxer shorts, with the
periodic table on them.
HOMELESS MAN
Spider-Man is here to save the day. I
found this civilian in the park. He needs
help!
Everyone stares, completely frozen and dumfounded.

I said this man needs help! Pronto.
A DOCTOR yells down the hall.
DOCTOR
Get a stretcher down here. Stat.
A couple of nurses roll a crash cart down the hall and the
homeless man gently lays Peter on top of it.
HOMELESS MAN
Well, my work seems to be done. Be good
everyone. Or Spider-Man will get you.
The homeless man runs through the double doors and once
outside, can be seen pretending to shoot a web and then
jumping a couple feet before running off.
The nurses and doctor run the stretcher down the hall.
INT. HOSPITAL HALLWAY - MOMENTS LATER
Aunt May is sitting on a chair in the hall with a doctor

standing over her.
DOCTOR
It looks like you are simply overstressed
and exhausted, ma’am. I think it’s safe
to release you as long as you take things
slowly.
(CONTINUED)
CONTINUED:
Suddenly, the doctors and nurses run the stretcher with Peter
down the hall and through a doorway. Aunt May sees Peter and
stands up.
AUNT MAY
Peter? Oh my. Peter!!
Aunt May walks as fast as she can down the hallway towards
the room Peter was rolled into.
INT. HOSPITAL HALLWAY - NIGHT
Aunt May sits impatiently on a chair in a waiting area. DR.

BRIGHT comes out of a room and approaches her.
AUNT MAY
How is my nephew?
DR. BRIGHT
He’ll be okay but right now he’s weak
from a lack of food and water. We’re
giving him fluids through intravenous and
he is recuperating a lot faster than we
would have expected.
AUNT MAY
May I see him?
DR. BRIGHT
He’s sleeping but you’re welcome to go on
in.
INT. HOSPITAL ROOM - MOMENTS LATER
Aunt May walks into Peter’s hospital room and puts her hands
on her chest when she sees him lying on the bed attached to
the intravenous.
She slowly walks over and sits on a chair next to the bed.
She holds one of his hands with both of her own.
AUNT MAY
Thank God you’re alright Peter. After
losing your uncle, I don’t think I could
survive losing you too. I truly believe
your Uncle Ben is looking down on us and
watching over you.
Aunt May looks upwards towards the ceiling and whispers.
AUNT MAY (CONT’D)

(whispers)
Thank you.
EXT. CEMETARY - NIGHT
The rain pours down on Kraven and The Chameleon as they stand
looking at the dug-up grave. Chameleon rips an air filter off
the shattered coffin.
KRAVEN
Now our plan is coming towards its
conclusion. The Spider has been buried
alive, his life replaced by the man - the
hunter - who brought him to his knees. He
will have a fire in him. A fire that will
make him a worthy opponent who will be
ready to fight to the death... kill or be
killed.
INT - HOSPITAL ROOM - DAY
Peter’s eyes slowly start to open and we see his point of

view - a fuzzy Betty and Ned are seen.
BETTY
He’s opening his eyes. Go tell a nurse.
Ned runs out the door. Peter’s vision clears, but he seems
groggy.
PETER
Betty?
BETTY
Hey Peter.
PETER
Where am I? What happened?
BETTY
You’re in the hospital. You were found
unconscious in the park.
PETER
Aunt May...
As if on cue, Aunt May hurries into the room, a tear

trickling one cheek.
AUNT MAY
Peter. Oh, thank god you’re alright
Peter.
Ned comes back in with a nurse who looks into Peter’s eyes
and checks his IV.
(CONTINUED)
CONTINUED:
NED
Good to see you up and around again,
Peter. Do you remember at all what
happened?
BETTY
Ned, it’s too soon for him to think about
that.
NURSE
There’s plenty of time for all of that.
Since he just woke up, you should let him
get some rest.
NED
No problem. Peter, we’ll be back to see
you soon.
Betty gives Peter a peck on the cheek and walks to the door
with Ned.
BETTY
Take care of yourself. Bye, May.
AUNT MAY
How are you feeling, Peter?
PETER
I’m okay. A bit out if it, but okay.
NURSE
Did you want to watch some TV?
PETER
Sure.
The nurse clicks on the remote and turns on the news. She
hands Peter the remote and motions to a white button attached
to a cord.
NURSE
Just push this white button if you need
anything. I’ll leave you to rest.
The nurse exits the room.
On the TV, a news reporter speaks and previous news clips are
shown.
ON TV
(CONTINUED)
CONTINUED: (2)
NEWS REPORTER
There is still no sign of Spider-Man as
Sergei Kravinoff continues his rampage on
the streets of New York. There are seven
known casualties, including Police
Captain George Stacey, who will be laid
to rest later this afternoon.
HOSPITAL ROOM
PETER
He killed Gwen’s dad. And other people.
May takes the remote and turns off the TV.
AUNT MAY
You don’t want to watch all that terrible
stuff. You just opened your eyes.
Peter gets up, pulls out the IV and rips the electrodes off
his chest.
PETER
I’m feeling pretty good, Aunt May. I
think I’m ready to go home.
Peter collapses on the floor and Aunt May runs to his side.
AUNT MAY
Doctor! Doctor!
Doctor Bright rushes in and pulls Peter back onto the bed.
PETER
(groggy)
I’m feeling fine. I’m ready to go.
DR. BRIGHT
Peter, you’re recuperating well but
you’ll still need to stay here for a few
more days. This should help you rest.
The Doctor gives Peter a shot and he falls asleep.
INT. HOSPITAL ROOM - LATER
Peter is in his hospital room lying awake. Aunt May is bent

over his bed in a chair sleeping. Peter grabs the Daily Bugle
on the bed lying in front of her. He holds it open and we see
the front of the paper.
“Captain Stacey Laid to Rest - Daughter Calls for Justice”
(CONTINUED)
CONTINUED:
We see several editions of the Daily Bugle flip on top,

showing us that days have passed.
“Two More Fall Victim to Kraven the Hunter”
“Kraven: There Will be More Blood”
“Is Spider-Man Really Dead? Skeptics Offer Hope as Kraven

Attack Takes 7 More Lives”
Peter puts down the paper.
INT. HOSPITAL ENTRANCE - DAY
A nurse pushes Peter in a wheelchair alongside Dr. Bright and

Aunt May. The Doctor helps him up and a nurse wheels away the
chair.
DR. BRIGHT
You still aren’t 100% so you will need to
take it easy and make sure you keep
eating and drinking.
PETER
Thanks a lot, Doctor.
AUNT MAY
Yes, thanks so much.
DR. BRIGHT
Call me if there are any problems.
Peter and Aunt May exit the hospital.
EXT. HOSPITAL - CONTINUOUS

An ambulance is parked on the road in front of the hospital
doors Peter and Aunt May came out of. Two PARAMEDICs pull out
a stretcher with a covered dead body and wheel him towards
the doors.
PARAMEDIC
Such a shame. Guy is just doing his
construction job and dies from falling
debris in another Kraven attack.
The paramedics wheel the body into the hospital as Peter

looks on.
INT. PETER’S ROOM - DAY
Peter lies in his bed looking restless. Aunt May walks in

holding a glass of orange juice.
(CONTINUED)
CONTINUED:
AUNT MAY
Here’s some orange juice, Peter.
Peter takes the glass and gulps it all down.
PETER
Thanks Aunt May. Did I ever tell you that
you’re the best?
AUNT MAY
(smiling)
You may have mentioned it a few times.
PETER
I’m pretty tired. I think I’m going to
take a nap.
AUNT MAY
That sounds like a good idea. I’ll leave
you be so you can get some rest.
Aunt May walks out the door and shuts it behind her. As soon
as the click of the door is heard Peter hops out of bed and
walks towards his closet. He opens the door, puts his hand
far behind hung-up clothes and pulls out a Spider-Man
costume.
INT. WAREHOUSE - DAY
Peter, wearing his Spider-Man costume without the mask on,

sticks to the wall.
PETER
(to himself)
Before I face off against that madman, I
need to make sure I still have what it
takes. Sorry ‘bout this Jonah. Well, not
that sorry.
We see that in addition to many stacked boxes, the warehouse

is crammed with hundreds of J. Jonah Jameson’s cardboard
stand-ups.
Peter puts on his mask, shoots a web and swings feet first
into several standees.
MONTAGE - SPIDER-MAN TRAINS IN WAREHOUSE
Spider-Man swings around the warehouse.
Spider-Man punches and kicks one J. Jonah Jameson cardboard

cutout after another.
(CONTINUED)
CONTINUED:
He webs several cardboard cutouts to the walls.
One cutout after another flies all over the warehouse.
As a bunch of cutouts fall towards the ground, Spider-Man

swings feet first through them.
INT. WAREHOUSE - DAY
Peter hears J.J. and Robbie outside the warehouse

approaching.
J. JONAH JAMESON (O.S.)

I tell you Robbie. In these dark days,
nothing is going to cheer the citizens of
our city more than to see their most
trusted newsman at every turn, in all his
glory.
The door to the warehouse opens and J.J. and Robbie enter to
see all the cardboard standees thrown all over, with some of
them webbed up.

Damn it. He’s back.
EXT. NEW YORK STREETS - MOMENTS LATER
Spider-Man swings above the city. People below point up as

they see him above.
PERSON 1
That’s Spider-Man!
PERSON 2
He’s alive!
PERSON 3
He’s back!
SPIDER-MAN
I’m back! Baby, I’m back!!
INT. KRAVINOFF MANSION - AFTERNOON
Kraven sits in his robe, sipping wine by the fireplace. All

of a sudden his eyes open wide.
KRAVEN
He’s back!
INT. AUNT MAY’S APARTMENT - AFTERNOON
May sits in front of the TV, watching an infomercial. The

show is suddenly cut off for a “Special News Update”.
EXT. NEW YORK STREETS - AFTERNOON
On the TV set, we see reporter DEL DANSON standing in the

streets of New York City.
DEL DANSON
We interrupt our regularly scheduled
program to bring you live news from the
streets of New York City. Having been
feared dead after his last battle with
Sergei Kravinoff, Spider-Man has been
spotted in the city once again.
Several clips of people being interviewed are shown.
WITNESS 1
He was swinging right above me. We all
saw it!
WITNESS 2
I’m sure it was him! Who else could do
what he does?
WITNESS 3
I sure hope he’ll take off his gloves
this time and really mop the floor with
Kravinoff.
J. JONAH JAMESON
I say let Spider-Man take care of
Kravinoff but once that’s done, the
police should hunt him down like the
criminal he is.
Suddenly, one of the cardboard standees of Jameson shoots

past him. He turns around and sees it webbed to the wall of
the building behind him. Jameson looks up.

(under his breath)
I really hate him.
INT. AUNT MAY’S APARTMENT - AFTERNOON
Aunt May turns off the TV with the remote and walks towards
Peter’s bedroom. She slowly opens the door and peeks in.
INT. PETER’S ROOM - CONTINUOUS
It seems someone is sleeping under the covers of Peter’s bed.

Aunt May smiles and quietly closes the door.
Another view shows us that under the covers are 3 J. Jonah

Jameson cardboard cutouts taped together.
EXT. POLICE DEPARTMENT - EVENING
As the sun is setting on the Police Department building,

Spider-Man swings towards it and lands on the outside wall.
He climbs through an open window and jumps inside.
INT. CAPTAIN STACEY’S OFFICE - EVENING

The office has a window overlooking the main police office.
Gwen Stacey is packing up boxes of her father’s personal
belongings as she hears a voice from behind her.
SPIDER-MAN (O.S.)
Ma’am.
Gwen suddenly turns around to see Spider-Man hanging upside

down from the ceiling.
GWEN STACEY
It’s true. You’re alive.
Spider-Man flips off the ceiling and lands on his feet.
SPIDER-MAN
I am. But just barely. I wanted to tell
you how so sorry I am about your father.
He was a good police officer and a great
man and I wish I had been there to
prevent what happened.
GWEN STACEY
Me too.
SPIDER-MAN
I came here to promise you, if it’s the
last thing I do, I will bring his killer
to justice.
Gwen moves closer to Spider-Man and speaks with intensity yet

quietly.
GWEN STACEY
I need you to do something. Instead of
webbing that murderer up and dropping him
off here, go all the way. Please, kill
him like he killed my father.
(CONTINUED)
CONTINUED:
SPIDER-MAN
I should go.
Spider-Man takes a step back. Gwen tears up and grabs his

arm.
GWEN
Please.
Spider-Man pulls away and walks towards the window. He slowly

turns around and does a double take, and walks towards the
door of Captain Stacey’s office. Gwen watches as he walks out
into the police department.
INT. POLICE DEPARTMENT - CONTINUOUS

Several POLICE OFFICERS see Spider-Man approach a cork board.
They applaud.
POLICE OFFICER 1
Welcome back, Spidey!
POLICE OFFICER 2
You gonna help us catch the madman who
killed the Captain?
SPIDER-MAN
I will.
Spider-Man continues to walk towards the cork board, which

has, amongst other things, head shots of several people, one
being Ned Leeds. He points to the photo of Ned.
Why is this here?
POLICE OFFICER 1
That? That’s a John Doe.
SPIDER-MAN
A John Doe?
POLICE OFFICER 1
An unidentified murder victim.
SPIDER-MAN
I know him. I saw him. Just a few days
ago.
POLICE OFFICER 1
Not this guy. Probably someone who looks
similar. They say we all have a twin out
there somewhere.
(CONTINUED)
CONTINUED:
SPIDER-MAN
He looks just like him.
POLICE OFFICER 1
Not if you saw him a few days ago. This
guy’s body was found about two months
back.
Spider-Man holds his head in bewilderment.
SPIDER-MAN
That doesn’t make any s--
Looking at his sudden change in posture, we can tell Spider-

Man has suddenly come to a horrific realization.
Oh no. Oh, god no.
EXT. NEW YORK STREETS - NIGHT
Night is falling and Spider-Man rapidly swings above the city

skies. He pulls out his cell phone, dials a number and pulls
up his mask above his mouth. As the phone rings, he lands on
the side of a building.
BETTY (O.S.)
Hello.
PETER
Betty, it’s Peter.
BETTY (O.S.)
Hey Peter. How’re you feeling?
PETER
Better. Listen, Betty. Where are you?
BETTY (O.S.)
I’m at Jonah’s big hoopla at the Museum.
PETER
Are you with Ned?
BETTY (O.S.)
I am but he just stepped away. Did you
want me to find him?
PETER
No, Betty. I need to talk to you. Is
there some place you can sit down?
(CONTINUED)
CONTINUED:
BETTY (O.S.)
Peter, what’s wrong? You sound so
serious.
PETER
Are you sitting?
BETTY (O.S.)
I am now. What’s wrong?
PETER
I just found out some really terrible
news.
BETTY (O.S.)
What could be so terrible? Oh no. Is your
Aunt alright?
PETER
Aunt May’s fine. It’s Ned.
BETTY (O.S.)
Ned?
PETER
I don’t know how to say this but Ned
died.
BETTY (O.S.)
What? That’s ridiculous. He was here with
me a few minutes ago.
PETER
Betty, the man you’re with... that’s
Sergei Kravinoff’s partner, The
Chameleon.
BETTY (O.S.)
That’s impossible.
PETER
Betty, he’s been impersonating Ned for a
long time. I don’t know how to say this.
Ned’s been dead for a couple of months.
The Chameleon might even have killed him.
I don’t know.
BETTY (O.S.)
(crying)
No. That’s ridiculous. I’d know...
(CONTINUED)
CONTINUED: (2)
PETER
I thought I knew. He fooled us all.
Listen, you need to get as far from Ned
as you can and find a security guard or a
cop right away.
BETTY (O.S.)
Okay. Oh my god.
PETER
I’m so sorry. Spider-Man’s on his way.
Meantime, you need to find someone to
help you. Promise me, you’ll get help
right away. Promise me, Betty.
BETTY (O.S.)
(crying)
I promise.
PETER
I’m so sorry. I really am.
There is a click.
EXT. THE MUSEUM OF NATURAL HISTORY - CONTINUOUS
We see the front of the Museum of Natural History.
INT. MUSEUM REST ROOM AREA - CONTINUOUS
Ned holds a cellphone to his chin, thinking. He is standing

across from a woman’s washroom. He puts the cellphone into a
woman’s purse he is holding.
A few seconds later, Betty comes out of the washroom.

BETTY
How do I look?
Ned hands Betty her purse and Betty puts some make-up in it.
NED
As beautiful as always.
Betty gives Ned a quick kiss.
BETTY
That’s what a woman wants to hear.
NED
Do you mind giving me a second? I think
I’m going to go to the men’s room after
all.
(CONTINUED)
CONTINUED:
BETTY
Sure, honey.
Ned walks into the men’s washroom.
INT. MUSEUM MEN’S WASHROOM - CONTINUOUS
As Ned walks though the washroom door, he pulls out his phone
and dials a number.
INT. ROOFTOP - NIGHT
Kraven is crouched on a rooftop, watching the city below. A

phone ring is heard and he pulls a cell phone to his ear.
CHAMELEON (O.S.)
He’s coming.
INT. MUSEUM LOBBY - NIGHT
Hundreds of well-dressed people mingle in the lobby, which

has a large metal statue in the center. There is a band
playing and several people are on the dance floor. Appetizers
are being served to people and the occasion looks very high
class. Around the lobby are cardboard standees of J. Jonah
Jameson holding a Daily Bugle. There are many of them at the
podium where J.J. is standing with his wife and Robbie
Robinson.
In the crowd of people, Ned cuddles up behind Betty, talking

into her ear.
NED
Let’s get out of here. Have the night to
ourselves.
BETTY
Oh, that’s so tempting.
Ned steps in front of Betty, holds her waist and smiles.
NED
So let’s go.
BETTY
I wish I could. But you know Jonah would
kill us if we left.
The music stops and Jonah steps up to the microphone.
J. JONAH JAMESON
I want to thank you all for attending
this great celebration tonight.
(MORE)
(CONTINUED)
CONTINUED:
Together with Agile Marketing, we’ve
created what will be the Daily Bugle’s
most eye-catching promotion to date.
Jonah points towards a cluster of standees.

On Monday, every newsstand in the city
will have one of these gorgeous babies
and there will be no doubt which paper to
pick to learn the truth. Does this not
look like the face of honesty and
integrity to you?
The audience applauds.

NED
He’s going to be talking all night. He
won’t even notice if you’re gone.
BETTY
C’mon, honey. You know J.J. better than
that.
The audience applause suddenly stops as people notice Spider-

Man on the wall.
J. JONAH JAMESON
What’s he doing here? Security!!
SPIDER-MAN
Betty! Get away from him!
Betty looks confused.

BETTY
What?
Spider-Man shoots a web at Ned, pulling him right off the

floor and into Spider-Man’s arms.
Betty screams and runs towards the wall Spider-Man is on.
J. JONAH JAMESON
Security!!
BETTY
Ned! Spider-Man, what are you doing? Put
him down!
SPIDER-MAN
You know this isn’t Ned. Peter told you
that.
(CONTINUED)
CONTINUED: (2)
BETTY
Peter? I haven’t talked to Peter today.
NED
Somebody do something! This can’t be the
real Spider-Man!
SPIDER-MAN
Really? You’re going with that? I don’t
know anyone else who can walk on walls.
Spider-Man drops to the ground, shooting webbing at Ned so he

sticks to the wall. Spider-Man lands on the floor in front of
Betty.
BETTY
What are you doing?
SPIDER-MAN
Betty, that’s not Ned.
BETTY
Of course it is.
SPIDER-MAN
It’s Kraven’s sidekick. The shapeshifter.
BETTY
What? That’s impossible. If that’s not
Ned, then where is he?
Spider-Man drops his head towards the floor.
SPIDER-MAN
I’m so sorry.
Betty tears up.
BETTY
You’re lying!
She pounds her fists on Spider-Man’s chest.
BETTY (CONT’D)
You’re lying! Let him down!
SPIDER-MAN
I’m sorry.
Spider-Man jumps back onto the wall, and rips Ned off.
I’m taking him to the police.
(CONTINUED)
CONTINUED: (3)
Ned pushes the button on his belt, changing his face to the
Chameleon. Betty and the audience gasp in surprise.
CHAMELEON
Oh, I don’t think so, web-slinger.
Spider-Man’s spider-sense goes off and a dark figure is seen

outside, swinging towards the windows.
Kraven smashes through the windows, swinging on a rope. The

crowd screams and runs in panic. Kraven lands on the metal
sculpture in the center and bounces off, right towards Spider-
Man. Spider-Man moves out of the way, landing on the floor
while still holding the Chameleon.
J. JONAH JAMESON
Why? Why does that webhead have to ruin
everything for me?
Kraven lands on the floor in front of Spider-Man.
KRAVEN
Let go of my friend.
SPIDER-MAN
As you wish.
Spider-Man tosses the Chameleon way up into the air and

shoots a web at him so that he sticks to the ceiling.
Kraven takes several swipes at Spider-Man, missing each time

as Spider-Man dodges each swing. Then Spider-Man takes a
swing at Kraven’s face but Kraven grabs Spidey’s arm and
swings him into the metal sculpture. Spider-Man hits a metal
piece of it hard and the entire piece of metal falls off.
Spider-Man gets up and sees Kraven jumping down from the
ceiling with The Chameleon. He lands on the ground and rips
the webbing off of him.
Spider-Man gets up and is about to jump over when he hears

screams. He looks up at the metal sculpture and it is falling
towards the crowd. As Spidey is shooting webbing at the
sculpture, he is whacked in the head with the broken-off
piece of metal.
Kraven stands up and drops the metal. He picks up a dazed

Spider-Man as the sculpture topples over onto the ground. No
one seems to be hurt. Kraven holds Spider-Man up by his
throat.
(CONTINUED)
CONTINUED: (4)
KRAVEN
You pathetic fool. I buried you alive and
took over your life. And you barely put
up a fight.
Spider-Man sees the Chameleon chase Betty, who is running

away with the crowd. He spins a web to a metal piece of the
sculpture on the floor, pulls it towards his arm, grabs hold
of it and whacks Kraven over the head with it. He hits him
again, then once more. Kraven trips backwards onto the
toppled sculpture and Spider-Man webs him to it.
SPIDER-MAN
I’ll be back. I’m far from finished with
you.
Spider-Man shoots a web onto the ceiling and swings off on
it, into the corridors of the museum.
INT. MUSEUM CORRIDORS - CONTINUOUS
Spider-Man looks around.
SPIDER-MAN
Betty! Betty!
INT. MUSEUM CORRIDORS - DAY
Betty runs through a crowd of people. She keeps looking over

her shoulder and seems paranoid, looking at people’s faces
and not knowing if they are the man pursuing her. She sees a
man exit a custodian's room, runs towards the door and
catches it just before it clicks shut. She looks around to
see if anyone is looking at her and enters the room, clicking
it behind her.
INT. CUSTODIAN ROOM - CONTINUOUS
Betty looks around and sees shelves of cleaning supplies as

well as a vacuum cleaner. She goes into the corner of the
room, slumps down to the floor and weeps.
The crowd of people can be heard outside as well as a faint

whisper of Spider-Man’s voice.
SPIDER-MAN (O.S.)
Betty! Betty!
Betty doesn't hear Spider-Man though and continues to weep.
INT. MUSEUM LOBBY - NIGHT
Kraven, webbed up to the metal statue, has his eyes shut and
seems to be calm and in a trance.
(CONTINUED)
CONTINUED:
He tightens his muscles and opens his eyes. His arms move up,
RIPPING the webbing. Kraven screams as he escapes and jumps
down to the ground, landing on his feet.
KRAVEN
Now, Spider, the hunt begins.
INT. MUSEUM CORRIDOR - NIGHT
J. Jonah Jameson appears to be running down an empty

corridor.
J. JONAH JAMESON
Ms. Brant! Ms. Brant!
He turns around and looks back and forth down the corridor.
Ms. Brant! Everyone’s looking for you. We
want to get you to safety.
Nothing. J.J. hits the button on his belt and his face
changes into a white mask, revealing The Chameleon.
CHAMELEON
Damn it, Betty. Where the hell are you?
INT. MUSEUM EXIT - NIGHT
Spider-Man stands in front of an exit watching the crowd

vacate the building. J. Jonah Jameson is running back and
forth.
J. JONAH JAMESON
C’mon people! Don’t go! Kraven’s long
gone!
J.J. walks up to Spider-Man and points his finger to his

chest.

This is your fault, web-slinger! You
couldn’t wait until after the
presentation show to swing in and save
the day? Huh?
SPIDER-MAN
I don’t have time for you, Jameson. I
need to find Ms. Brant.
A nearby security guard’s intercom goes off.
(CONTINUED)
CONTINUED:
SECURITY INTERCOM
We have an altercation in the Jurassic
exhibit. Personnel is needed there
immediately. 10-4.
SPIDER-MAN
That might be her. She could be in
trouble.
Spider-Man shoots a web up and swings off. J.J. sighs.
J. JONAH JAMESON
I wish I could do that.
INT. JURASSIC EXHIBIT - NIGHT

Kraven holds a SECURITY GUARD up by his collar.
SECURITY GUARD
I did what you asked. I said there was an
altercation. So please let me go.
KRAVEN
Granted.
Kraven tosses the security guard into a velosorapter

skeleton, which partially CRASHES as he lands on it.
Two more security guards run in and pull out their batons and
tasers.
KRAVEN (CONT’D)
My fight is not with you. Be gone.
Kraven pulls out an arrow from his back harness and places it
into his crossbow.
INT. JURASSIC EXHIBIT ENTRANCE - NIGHT
The two security guards run out of the exhibit as Spider-Man

swings over their heads.
SPIDER-MAN
What’s the hurry?
Spider-Man swings through the entrance to the Jurassic

exhibit.
INT. JURASSIC EXHIBIT - CONTINUOUS
Spider-Man lands on the far side of the exhibit where the

first security guard landed. The guard seems to be trying to
get up and Spider-Man puts an arm on his shoulder.
(CONTINUED)
CONTINUED:
SPIDER-MAN
You okay?
SECURITY GUARD
Behind you!
Spidey’s spider-sense goes off. He quickly grabs the guard

and jumps out of the way as Kraven, standing on top of a
glass display, shoots an exploding arrow at the spot where
Spider-Man had just been. The floor blows up.
Spidey puts the guard down next to the exit and the guard
limps away. Spider-Man looks towards Kraven.
SPIDER-MAN
Didn’t I leave you webbed up somewhere?
Kraven jumps to the ground, pulls out an arrow and runs
towards Spider-Man. When he is close, Spider-Man punches him
squarely in the jaw, sending him flying back into another
display case, crashing it.
Spider-Man jumps over to Kraven, picks him up and throws him

in the air. Before he lands, Spidey grabs his leg and swings
him across the room right into the T-Rex skeleton,. Piece by
piece, the skeleton falls. Kraven laughs.
Spider-Man grabs a large piece of bone from the skeleton and

hits Kraven in the face with it.
KRAVEN
Now we’re getting somewhere!
Spider-Man shoots several strands of webs at the remaining

parts of the T-Rex skeleton and pulls the whole structure
down, burying Kraven. First there are several moments of
silence. Then there is movement from under the bones and we
hear Kraven’s muffled laughs.
KRAVEN (CONT’D)
It’s going to take a hell of a lot more
than that to take down The Hunter!
Betty gets up from the floor and puts her ear to the door. It
seems to be quiet outside. She slowly opens the door, sees
the corridors are clear, and tiptoes out.
INT. JURASSIC EXHIBIT - NIGHT
Bones from the skeleton fly up into the air as Kraven climbs
out. Spidey pulls out his cell phone, dials a number and
holds it to his ear.
Betty walks through the corridors, towards a fire exit door

when her phone rings. She looks at it and sees Peter's name
on the call display. She lets it ring once more and opens up
the phone to put it to her ear.
BETTY
Peter? Is that you?
PETER (O.S.)
Yeah. I’m at the museum. Betty, where are
you? Are you okay?
BETTY
I’m okay. I think. I’m --
Then Betty looks up and freezes in her tracks. The Chameleon

is standing right in front of her. Betty screams and the
phone drops to the floor.
INT. JURASSIC EXHIBIT - CONTINUOUS
Spidey yells into the phone.
SPIDER-MAN
Betty?! Betty?!
Spider-Man stretches his arm and is about to shoot a web when

his spider-senses go off, but it's too late. Kraven grabs
Spider-Man by his throat from behind, pulls his mask up a
little and puts a cloth over his mouth. Spidey passes out.
Kraven holds Spider-Man in his arms and walks out of the
exhibit.
The security guard pokes his head up, walks over to a metal
panel in the wall. He opens it up with his key, puts another
key inside a hole and an alarm goes off, along with all of
the main lights. The lower secondary lights remain on.
INT. MUSEUM CORRIDORS - NIGHT
Betty runs towards a door marked “Stairwell”, opens it and

goes inside. The Chameleon is right behind her.
INT. MUSEUM STAIRWELL - CONTINUOUS
Betty runs up a set of concrete steps, with the Chameleon

right behind her.
CHAMELEON
Don’t run, Betty! I’m not going to hurt
you. I’d never hurt you, my love.
INT. MUSEUM WILDLIFE CORRIDOR - NIGHT
The long hall has glass displays of animals on either side.

In the center is a large glassed-in area with different types
of large trees and plants growing.
Kraven holds Spider-Man in his arms and carries him into the
corridor. Kraven takes in a deep breath. Holding the
unconscious Spider-Man in his arms, he looks around the
corridor with admiration.
KRAVEN
I was raised in communist Russia. Big
cities, loud cars, factories, fumes and
exhaust. The air was foul. I felt like I
was missing out on life until I moved to
Africa. Sun, soil, plants, air, fowl. For
the first time in my life I felt alive. I
would run through the grass with no
clothes on my back, hunt and kill for
food and survive by my own cunning in the
natural wonders of the world. Then I come
to this city and again, there are loud
cars, factories, fumes and exhaust. But
my dear friend Dmitri found me this
refuge, a place within this unnatural
metropolis where I could feel... at
peace.
Kraven holds Spider-Man down so his feet touch the ground. He

pulls up Spider-Man’s mask a bit and puts a small glass vial
under his nose and he awakens.
SPIDER-MAN
What? Where am I? Betty--
KRAVEN
Do not worry about that lady. My friend
may be a violent man but he would never
hurt his life’s greatest love.
SPIDER-MAN
You’re both crazy.
(CONTINUED)
CONTINUED:
Spidey shoots a web at Kraven but Kraven catches it his hand.

He yanks it, pulling Spidey towards him and then punches him
in the head. Spidey, still a little out of it, falls to the
ground.
KRAVEN
Get this woman out of your puny Spider-
head. I buried you alive for two weeks. I
stole your life and murdered in your
name.
Spider-Man jumps to his feet.
SPIDER-MAN
You don’t have to remind me.
KRAVEN
Oh, but I do. I need you to remember it
like you just dug yourself out of the
earth. You must feel fire and fury so we
can have a true battle to the death. You
win, you go see your friend. I win, and
you fall at the hands of Kraven the
Hunter.
SPIDER-MAN
You’re mad.
Spider-Man runs at Kraven but Kraven SMASHES a tube with pink

potion to the ground. Fumes and smoke rise up. Kraven covers
his nose and mouth with a gas mask but Spider-Man falls to
the ground.
KRAVEN
I share with you a reminder of the hurt I
have laid upon you.
Spider-Man begins to hallucinate. He pictures himself in the

coffin again. The coffin is closed and all is black. He hears
dirt being shoveled on top of him.
SPIDER-MAN
No! Not again! Please god, no. Not again!
The smoke clears and Spider-Man lunges at Kraven. Kraven

catches him and throws him into the center of the room where
he lands on some plants. Kraven jumps on top of him and
hammers his fist into the ground as Spidey moves his head
away. Spidey grabs Kraven by the neck and slams him through a
plate of glass that then SHATTERS on them both. Spider-Man
punches Kraven hard in the face.
(CONTINUED)
CONTINUED: (2)
You took my life away! You buried me
alive! Under the dirt!
Spider-Man hits Kraven again. And again.
You killed people. Good people. And left
me buried underground so I was helpless
to save them. To stop you.
Spider-Man hits Kraven’s face again. And again. And again.

Kraven laughs, blood dripping down his mouth.
KRAVEN
Yes, Spider. Get out your anger. Get it
all out. Before you meet your death.
Kraven allows Spider-Man to get in a few more punches before

he’s had enough. Kraven forcefully butts his head into Spider-
Man’s. As Spider-Man falls back, Kraven grabs him, pulling
him back, leans over and sinks his teeth into Spidey’s
shoulder.
SPIDER-MAN
AHHHHHHHHHHHHHHHHHH!
INT. MUSEUM STAIRWELL - NIGHT
Betty gets to the top of the stairwell and tries to open the
door but it's locked. She turns around and there is the
Chameleon. He changes his face to appear as Ned Leeds. He
slowly reaches his arm towards her.
CHAMELEON
Betty, my dear.
Betty slaps his face hard with her right hand.
BETTY
Don’t you touch me!
The Chameleon touches his face where he was slapped.
CHAMELEON
I deserved that. But you have to
understand. In my entire life, I never
loved anyone like I loved you. I loved
you the first time I saw you. You were
sitting on the steps outside the Bugle.
Such beauty I had never seen before in my
life. I thought that you were alone and I
walked over to say hello.
(MORE)
(CONTINUED)
CONTINUED:
CHAMELEON (CONT'D)
And then he appeared. Holding you.
Touching his lips to yours.
Betty tears up and looks furious.
BETTY
Ned loved me!
The Chameleon touches Betty’s face and she squirms backwards.
CHAMELEON
I loved you! I still love you! I’ll
always love you!
INT. NED’S APARTMENT - NIGHT

We enter a flashback as The Chameleon narrates.
CHAMELEON (V.O.)
I had nothing against Ned Leeds. I really
didn’t know the man.
Ned Leeds walks towards the TV in his small apartment and

turns it on with the remote. He puts the remote on the
armrest of the recliner.
CHAMELEON (V.O.) (CONT'D)

But he had something he didn’t deserve.
Ned walks to the kitchen and grabs a beer from the fridge.
CHAMELEON (V.O.) (CONT’D)

Something that was never meant to be his.
Ned heads back to the recliner and sits down and puts up his
feet.

My friend Sergei told me once that human
beings are all wild game.
Ned looks for the remote but it's gone. The TV shuts off and
Ned sees a reflection in the TV. He turns around only to have
a plastic bag thrown over his head. As it tightens over his
face, he starts to suffocate.

Like wild caribou, the weak get picked
off by the strong.
The Chameleon walks around the chair to look into the eyes of
the suffocating Ned Leeds.
(CONTINUED)
CONTINUED:

He barely put up a fight. As if he had no
will to live.
Ned looks about to fade as the Chameleon's face turns into

Ned’s. Ned's eyes widen in shock and he dies seconds later.
The Chameleon removes the bag and holds Ned's head up
straight to look at it.

Still, it was a shame it came to that.
But it had to be done. There was no other
way as long as he was in the picture.

The Chameleon changes his face back to his own and looks into
Betty's eyes. Betty looks like she’s in shock and she has
tears running down her face.
CHAMELEON
I may have taken that man away from you.
Dumped his cold, lifeless, body into an
alley. But I gave you a new man. A man
who you and I know, you truly love.
BETTY
You’re insane?
CHAMELEON
Perhaps I am. But that’s besides the
point. You barely dated that man. You
were never with him. You were with me.
You never thought about marrying that
man. But when I got down on one knee, you
shed a tear and agreed to marry me
without a moment’s thought.
The Chameleon grabs Betty by the collar.
Don't you see? You were never in love
with him. It's always been me! Me!!
Spider-Man continues to scream in pain as Kraven bites down

on his shoulder. Kraven pulls up his head and spits out a
piece of flesh. He pulls a small piece of Spider-Man's
costume from his mouth and rubs it in Spidey's face before
throwing it behind him. Kraven smiles.
(CONTINUED)
CONTINUED:
KRAVEN
You taste of defeat. And you smell of
fear.
Kraven SMASHES Spider-Man through a pane of glass and then

jumps on top of him.
KRAVEN (CONT’D)
After what I've taken from you, you'd
think you'd have more of a fire in you. A
hunger.
Spider-Man spins a web that shoots right past Kraven's head.
KRAVEN (CONT’D)
Pathetic. You’re so full of fear, you
can’t even aim straight.
SPIDER-MAN
I wasn't aiming for you.
The webbing snags on a tall tree in the center of the

corridor. Spidey tugs on it and swings upwards. A few
seconds later, he swings right back towards Kraven and kicks
him backwards, smashing Kraven headfirst into the glass case
of an animal display.
Spidey lands on the floor in front of Kraven, pulls him out

and throws him across the hall headfirst into another glass
display case.
Spidey jumps in front of him but Kraven swings at Spidey,

misses and swings again. Spidey punches him in the face. And
again. And again.
Kraven looks at the floor at a broken arrow behind Spidey and
smiles. He spits an arrow head out, landing on the floor
behind Spidey. Spidey's senses go off. He tries to jump away
but Kraven pulls him down by his legs. Spidey shoots a shield
of webbing right before the arrowhead EXPLODES.
The Chameleon has Betty pinned against the wall.
BETTY
It was never you! You were an illusion!
You made me believe I was with someone
else.
CHAMELEON
You wanted to believe it was someone
else.
(MORE)
(CONTINUED)
CONTINUED:
CHAMELEON (CONT'D)
Because you liked who that someone was.
Me! The man you see now is angered. The
man that killed Ned Leeds was jealous.
That's not who I am. I am a man of
passion. A man who is your lover. I'm a
man whose heart lives in your chest. Why
can you not see that? Before, even
earlier today you too had a passion. You
too had a fire. Betty, my dear, what
happened to that fire?
BETTY
You want to see my fire?
Betty knees the Chameleon in the groin. As he crouches in

pain, Betty runs down the stairs. The Chameleon gets up and
chases her. As he approaches a stairway, Betty appears in
front of him and kicks him so he falls down about 12 stairs.
Betty walks down those stairs and slowly approaches him,
lying on the ground.
CHAMELEON
Why would you do that? I just want your
heart.
BETTY
Why?! WHY!?
Betty pulls off one of her high-heeled shows hits the

Chameleon in the face hard. And again. And again and again.
Over and over, ripping off his mask a bit, showing a little
blood and bruising on his skin underneath.
A SECURITY GUARD runs through a door and holds her arm back.
SECURITY GUARD 2
Ma'am.
BETTY
This is Kraven's associate. He tried to
kill me.
SECURITY GUARD 2
I know, ma'am. We’ve been looking for
him.
CHAMELEON
Kill you? Don't you understand? I'd never
hurt you, my love.
The guard flips The Chameleon over and cuffs him. He looks at
Betty, kneeling on the ground.
(CONTINUED)
CONTINUED: (2)
SECURITY INTERCOM
It’s over ma'am.
Betty goes into the corner of the stairwell and cries as two
cops come in and pull The Chameleon away. Once they’ve left,
she pulls out her cell phone, looks at her missed calls and
sees “Peter” listed. She sighs and calls him.
A cloud of smoke begins to thin as an unanswered “Batman”

cell phone ring is heard. The cell phone on the floor stops
ringing.
Spider-Man wriggles around slowly on the floor, his costume

blackened and ripped. The bottom of his mask is hanging off
so that his mouth is visible and one of the eye pieces is
cracked.
Spider-Man slowly gets up and sees Kraven lying face down. He

pulls off his mask, rips the bottom part off, pushes out the
blacked eye, drops it to the ground, and puts his mask back
on. He then looks up to see Kraven's fist coming right
towards his face, punching him backwards into a glass display
case.
Kraven runs towards him. Spidey brushes the glass off and
jumps straight at Kraven, wrapping his legs around him and
flipping him over onto his back. Spidey then jumps on top of
him and pounds his face again and again. Over and over.
SPIDER-MAN
You want to see anger? You want to see me
get vengeance for what you've done to me?
For the terror you've inflicted upon me?
For the terror you’ve inflicted on this
city? Sure. Why not? But I will not stoop
to your level! I will - not - kill - you!
Spider-Man gives Kraven a final blow to the face before

picking him up in the air and tossing him up to one of the
trees in the center of the corridor and webbing him to it, so
Kraven is left hanging. Hanging from the tree, Kraven laughs.
KRAVEN
Then that will be your fatal mistake.
Kraven snaps the web with a knife behind his back and lands
on the floor. He reaches into his back arrow holder, pulls
out all of his arrows and shoots them towards Spidey, one
after another. Spidey dodges most of them that smash through
the window of a glass display case. Except one skims his
shoulder and sends an electronic shock through his body.
(CONTINUED)
CONTINUED:
Kraven grabs Spidey’s body - the shock seemingly is felt

through Kraven's body as well, though he endures it - and
picks Spidey up and swings him through the glass display in
front of him.
The shock simmers down as Kraven slowly walks towards Spidey.

He grabs a large piece of broken glass from behind him and
plunges it into Spidey's shoulder, where he had previously
been bitten. Spidey screams in pain!
SPIDER-MAN
AHHHHHHHHHHHHH!!!!
Betty walks out of the stairwell where several cops are

holding the handcuffed Chameleon. The Chameleon notices Betty
as he’s walked away.
CHAMELEON
I’m disappointed my love. We were meant
to be!
A female police officer walks up to Betty and puts her hand

on her shoulder.
FEMALE OFFICER
It’s over now. It’s going to be okay.
BETTY
It will never be okay.
Spider-Man continues to scream. Kraven pulls out the shard of

glass and stabs Spidey in the other shoulder. He screams out
in pain again.
SPIDER-MAN
AHHHHHHHHHHHHHHHH!!!!
Kraven shoves it in hard, then pulls it out. He pulls Spider-

Man up out of the display case and holds him up by his throat
in front of him, strangling him.
KRAVEN
I've given you the choice to survive.
Kill or be killed. But you thought you
could be a better man and still win. Heed
these as the last words you will ever
hear. The better man never wins.
As Spider-Man begins to black out, he raises his arm and

shoots out several webs behind Kraven.
(CONTINUED)
CONTINUED:
As he pulls his arm back, we see the webs are all attached to
the arrows Kraven previously shot at Spidey and they're all
headed directly at Kraven's back.
SPIDER-MAN
Why don't you say that one more time?
The arrows fly directly into Kraven’s back. He freezes in

shock and his grip on Spider-Man loosens. Spidey falls to the
ground, coughs and holds his hands to his throat.
We close in on Kraven’s arms, and at his veins, which look

like they’re trying to pierce through his skin. We go closer
so we see inside his body, the blood in his veins are
bubbling and slightly changing color to a darker red.
Kraven screams.
KRAVEN
AHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHHH!!!!
Kraven's scream quiets as his voice becomes hoarse and he

falls back against the broken display case, paralyzed, unable
to move.
Spider-Man shoots a web over him, turns around and walks away
towards the exit, where he can hear people approaching.
Before he exits, he hears Kraven's raspy voice say something
and he looks back.
KRAVEN (CONT’D)
Finish this. Let me die with honor.
SPIDER-MAN
No one is dying today.
Spider-Man turns away again and several armed POLICE OFFICERS
rush in.
Be careful.
POLICE OFFICER 3
Oh, we will. We’re not losing this one.
POLICE OFFICER 4
Everything by the book. The way the
Captain would have wanted it done.
SPIDER-MAN
Do you guys know where Miss Brant is?
(CONTINUED)
CONTINUED: (2)
POLICE OFFICER 5
Miss Brant is with our guys. We arrested
Kravinoff’s partner.
Spider-Man, obviously in pain, shoots a web at his cell phone

and is about to walk out the doors when --
POLICE OFFICER 2
Spider-Man?
Spider-Man turns around and the police officers all clap

their hands.
POLICE OFFICER 2 (CONT’D)

Thank you. From the NYPD and the people
of New York.
SPIDER-MAN
Hey, that's what I do.
Spider-Man turns around and talks to himself quietly.
That’s what Peter Parker does. It’s who
he is.
Spider-Man shoots a web and swings out the exit door.
EXT. MUSEUM OF NATURAL HISTORY ENTRANCE - NIGHT
Kraven is strapped down on a gurney and is being escorted by

several cops to a police van.
Betty is being escorted into a police car by the female cop.

We see what looks like The Chameleon from the neck down,
handcuffed in the back of a police car.
Spider-Man sticks to the side of the museum watching J. Jonah

Jameson. Jameson is standing next to his wife, who is holding
a cardboard standee. J.J. sees Spidey and raises his arm.
J. JONAH JAMESON
Damn you Spider-Man! Can’t let me have
one special night, can you?
Spider-Man shoots a web and swings right at Jonah - Jonah

ducks as though he thinks he’s going to be kicked - but
swings right over him and away into the night.
INT. POLICE CAR IN FRONT OF MUSEUM - NIGHT
The FEMALE OFFICER looks at Betty in the seat next to her.
(CONTINUED)
CONTINUED:
FEMALE OFFICER
Just sit back and relax. That madman is
in custody so you have nothing to fear.
I’ll have you home in no time and you can
make your statement in the morning.
EXT. MUSEUM OF NATURAL HISTORY ENTRANCE - NIGHT
Kraven is on the gurney in the police van. A POLICE OFFICER

slams the van doors shut and walks over to the front of the
van. He gets in and another cop yells out to him.
POLICE OFFICER 6
Keep a sharp eye on that guy.
POLICE VAN DRIVER

Oh, don’t you worry. I won’t let this guy
out of my sight.
He shuts the van door. We see there is another officer

sitting next to him. The cop starts the engine.
INT. POLICE VAN IN FRONT OF MUSEUM ENTRANCE - CONTINUOUS
The officer in the van drives away from the museum. He looks
at the cop sitting next to him.
POLICE VAN DRIVER

Can you believe we actually have Kraven
the Hunter in our custody?
We see the full body of the cop sitting upright in the

passenger seat. He is dead. The driver laughs and then his
face changes to the white mask to reveal he’s The Chameleon.
He pushes an intercom button and talks to Kraven in the back
of the van, separated by a metal wall and a small window.
BACK OF VAN
Kraven lies still, looking at the van’s ceiling with no

visible emotion.
CHAMELEON (O.S.)
Fear not Sergei. We'll be at the mansion
in less than an hour. We have the
antidotes for your poisons there. You and
I will rest and then prepare our next
move. We will have vengeance. We will
have revenge.
EXT. QUIET NEW YORK CITY BLACK - NIGHT
Spider-Man is sticking to the side of a building, looking at

the building opposite him. He’s talking on his cell phone.
(CONTINUED)
CONTINUED:
SPIDER-MAN
Betty. Are you there? Please pick up.
Peter sees a stone-faced Betty walk towards her window and

shut the blinds. The phone keeps ringing.
I guess you probably just need to be
alone right now. I just want to say, --
I'm so, so sorry. Ned was a really good
friend. A good guy. He deserved better.
You deserve better. Please call me.
Spider-Man sighs. He then shoots a web and swings away into

the distance over the silhouette of a full moon.
INT. BETTY’S APARTMENT - MOMENTS LATER
Betty walks to a table and picks up her cell phone. She looks
at it for a moment and then picks up her purse and puts it
inside. She grabs her jacket, puts it on and leaves her
apartment, shutting the door behind her.
INT. KRAVINOFF MANSION BATHROOM - NIGHT
Kraven lies in a bath full of bubbles. He looks straight

ahead without any emotion or movements.
The Chameleon walks in.
CHAMELEON
Keep soaking for a while, Sergei. The
oils will help loosen your muscles.
Kraven continues to stare ahead, as if no one was there. The
Chameleon walks out.
INT. KRAVINOFF MANSION - MOMENTS LATER
The Chameleon is sitting on a chair staring at a photograph

of Betty. Kraven walks into the room in his bathrobe and the
Chameleon stands up.
CHAMELEON
Don't worry, my old friend. It may seem
like we're down, but you and I will both
have what’s coming to us. I have not
given up on my dear Betty. She will
realize she loves me. Of that I am
certain. And you shall have your revenge
against Spider-Man. We will plan his
demise together and this time there will
be no room for error.
(CONTINUED)
CONTINUED:
Kraven walks past the Chameleon like he wasn’t even there and
walks up to the fireplace. Kraven reaches above the fireplace
on the wall where a rifle is set on display. He pulls it down
and puts one bullet inside.
Sergei, there’s no hurry. We will rest
now and can plot in the new day.
Kraven walks across the room to an area that is very dimly

lit and stands facing the Chameleon.
KRAVEN
Dmitri, you have been a good friend and
companion and we have traveled together
since we left our homeland.
CHAMELEON
Of course, Sergei. I could not have asked
for a better friend than you.
KRAVEN
Then please understand that I do not seek
revenge. My honor was lost at my defeat
by the Spider. I fell by his hand. I may
have movement, but I am hollow inside. I
will remain hollow inside, unless I die
an honorable death.
Kraven pulls the release on the rifle. He takes a step back

into the dark so we only see his silhouette from the
moonlight coming through the window.
CHAMELEON
Sergei?
KRAVEN
From this night forward, Kraven the
Hunter will never hunt again.
We see a silhouette of Kraven putting the rifle in his mouth.
The Chameleon runs towards Kraven.
CHAMELEON
Noooooooooooooooooooooo!!!
But rather than the expected result, the silhouette of Kraven

rises from the ground. The rifle drops to the floor, going
off from the impact and shooting a vase on a mantle.
The Chameleon stops after the gunshot and watches as Kraven

moves out of the shadows, at first looking like he’s hovering
over the floor.
(CONTINUED)
CONTINUED: (2)
Then he sees The Rhino - his face bruised and bandaged - is

holding Kraven tightly against his chest. The Chameleon gasps
as the Rhino squeezes the shocked-looking Kraven with all of
his might and we hear several loud cracks before Kraven is
thrown facedown onto the floor, directly in front of the
Chameleon.
The Chameleon nervously bends down and pokes Kraven a few

times.
Sergei? Sergei?
After no movement, the Chameleon feels Kraven’s neck with his

fingers for a pulse. After few moments, he removes his
fingers and drops his head in sorrow.
Sergei. Oh, dear Sergei.
The Chameleon stands up and looks up at the Rhino, towering

above him.
It was Sergei who wronged you, no? You
have no beef with me.
THE RHINO
You’re right. I don’t.
The Chameleon sighs with relief.
The Rhino glances behind him into the shadows.

But she does.
Betty Brant slowly walks out of the shadows and stands next
to the Rhino, looking straight at The Chameleon.
The Chameleon takes several steps backwards and the Rhino

charges after him, off screen, as we hear crashing and a high
pitched scream from the Chameleon.
CHAMELEON
Ahhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhhh!!!!
Betty Brant stands still, watching from the distance. Her

expression looks vengeful but also sorrowful as a tear runs
down her face from one eye.
INT. AUNT MAY’S APARTMENT - THE NEXT DAY
Aunt May cooks pancakes while listening to the news on

television.
TV REPORTER (O.S.)
-- and police on the scene said if it
hadn’t been for Spider-Man, there could
have been many more casualties.
The reporter pauses and puts his finger to his ear.
TV REPORTER (CONT’D)
This just in. Police have apparently
surrounded a mansion in Queens. There is
word that there may have been a double --
May turns off the TV with the remote and walks towards
Peter’s room. She quietly opens the door and walks in.
INT. PETER’S ROOM - CONTINUOUS
May sees what looks like someone lying under the covers. She
slowly walks up to the bed and she sees Peter rolling over,
still sleeping. She touches his cheek and he wakes up,
groggy.
PETER
Aunt May.
AUNT MAY
Sorry to wake you, dear. I'm making
pancakes. Whenever you're ready.
PETER
Mmmm.... I think I can smell them. I’m
just going to take a quick shower and
then I’ll be there to scarf them down.
AUNT MAY
No hurry, Peter. You take your time.
Aunt May smiles and leaves, shutting the door behind her.
Once she’s gone, Peter pulls the blanket down and we see that
both his shoulders are bandaged up and Peter seems to be in a
bit of pain as he gets out of bed. He stretches and we hear
many bones crack loudly.
INT. AUNT MAY’S APARTMENT - MORNING
Peter is now dressed, with wet hair, eating pancakes with

Aunt May.
(CONTINUED)
CONTINUED:
AUNT MAY
You had quite a sleep last night. You
must feel more relaxed now.
PETER
Uh, yeah. Lots of sleep.
The phone, right beside Aunt May’s plate on the kitchen

table, rings and May picks it up.
AUNT MAY
Hello? Well, hello. He’s right here. Why
don’t you ask him.
Aunt May hands the phone to Peter. Aunt May smiles.

AUNT MAY (CONT’D)
It’s for you.
PETER
Hello?
INT. CURT CONNER’S OFFICE
CURT CONNERS
Peter. It’s Dr. Conners.
INT.AUNT MAY’S APARTMENT / CURT CONNER’S OFFICE
PETER
Dr. Conners. Good to hear from you. I am
so sorry --
CURT CONNERS
You don’t need to apologize, Peter. I
heard that you were in the hospital. Are
you doing better?
PETER
A lot better.
CURT CONNERS
That’s good. Now I argued on your behalf
but Mr. Douglas needed to find someone
for that job right away.
PETER
I realize that.
CURT CONNERS
I did convince him to give you another
chance and if you’re fully recovered,
there’s a substituting position at
Midtown High for this afternoon.
(CONTINUED)
CONTINUED:
PETER
Midtown High. That’s where I went to
school.
CURT CONNERS
Alright. Are you up for that?
PETER
I am. Thank you very much Dr. Conners. I
won’t let you down.
CURT CONNERS
Good to hear. Be there no later than 11.
PETER
I’ll be there at 10.
CURT CONNERS
I know you too well, Parker. Don’t
promise the impossible. By the way, when
you have a chance, come visit me at the
university. There’s something pretty
incredible I’d like to show you.
PETER
I’ll do that. Thanks again.
INT. CURT CONNER’S OFFICE - CONTINUOUS
Curt Conners hangs up the phone and then raises both hands in
front of him - his missing arm is now replaced with a normal
arm and hand. He smiles to himself.
CURT CONNERS
Mr. Parker, I have something pretty
incredible to show you indeed. It looks
like the curses affecting both our lives
are finally being lifted.
INT. AUNT MAY’S APARTMENT - MOMENTS LATER
Peter smiles at Aunt May and it’s reciprocated as he takes

his plate to the sink.
A montage of scenes play out as Peter narrates.
PETER (V.O.)
If anyone told you that life was easy,
they're not telling you the truth. Good
things don't always happen to good
people.
(CONTINUED)
CONTINUED:
Peter looks at a picture of himself, Uncle Ben and Aunt May,

then one of Harry and himself.
INT. AUNT MAY’S APARTMENT - DAY
PETER (V.O.)
But if you keep your chin up through
tough times and be kind to those around
you, hopefully opportunities for good
things will come your way.
Peter stands in front of Aunt May dressed nicely as she does

up his tie.
INT. BETTY’S APARTMENT - NIGHT

PETER (V.O.)
People we've lost usually don’t come
back. And until we realize that they will
always be with us and that they will make
us stronger over time, even getting up in
the morning can be a challenge.
Betty looks at herself in the mirror with tears. She abruptly

pushes everything off of her dresser and then picks up a
chair and SMASHES her mirror.
PETER (V.O.)
Though most never will, some people we
have loved and lost may come back. But we
have to either do something to bring them
back or accept that they’re gone and move
on.
Again, we see the pictures of Peter with Uncle Ben and Aunt
May and Peter and Harry and next to it a picture of Mary
Jane. Peter picks up the picture of Mary Jane and puts it
face down in his dresser drawer.
INT. CURT CONNER’S BEDROOM - DAY
PETER (V.O.)
We may pity ourselves when salvation
looks grim. But with the energy of the
people we love, we can work through the
tough times and celebrate the others.
Curt Conners holds his wife’s arms with both of his. He then
pulls his arms up and touches her face with both hands and
kisses her.
EXT. MIDTOWN HIGH - DAY
PETER (V.O.)
Sometimes life comes full circle and new
beginnings may start in familiar places.
And we can use the experiences from our
past to help shape our future.
Dressed in his shirt and tie, Peter walks up to Midtown High

and sees himself as a lonely looking teenager by himself
while other students hang out with each other. They fade away
and we see Peter now grown-up and new kids are on the school
grounds. Peter smiles and walks towards the school's
entrance.
INT. BETTY’S APARTMENT - NIGHT

PETER (V.O.)
We need to be aware that life can change
overnight. While everything can seem
perfect one moment, a turn of events can
change that in a blink.
Betty sits in the corner of her dark, messy room holding her
legs in front of her, tears streaming down her face.
INT. MIDTOWN HIGH SCIENCE CLASSROOM - DAY
PETER (V.O.)
But understanding that our lives are
important, that we have the power to
change things and to start over and try
things anew, can set our lives forward in
ways that we never expected.
Peter is at the front of the classroom writing "Mr. Parker"
on the chalkboard as a paper airplane is aimed at his head.
He catches it without looking, to the astonishment of the
students, and then turns around and smiles.
INT. CURT CONNER’S LAB - DAY
PETER (V.O.)
But, even when we think we've got things
all figured out, that we know where life
is going to take us...
Curt Conners stands in front of his lizard cages holding a

test tube in each hand.
PETER (CONT’D)
...we can never truly know the challenges
that lie ahead.
(CONTINUED)
CONTINUED:
Curt abruptly freezes and the beakers CRASH to the ground.

Curt’s body swings around and we focus on one of his eyes as
the pupil narrows, now looking similar to that of a reptile.
FADE TO BLACK.
CURT CONNERS / THE LIZARD

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Based on characters owned by Marvel

WGAW Reg # 1334264

INT. COMPUTER SCREEN - DAY

A photograph of a tired and unenthusiastic PETER PARKER fills

The area around the photograph is revealed to be Peter’s

PETER (V.O.) (CONT'D)

“Peter Parker’s Stripper Name is: Fluffy

“Geek Rating - Peter Parker is geekier

PETER (V.O.) (CONT'D)

Peter’s Facebook page is replaced by SPIDER-MAN’s page. A

EXT. STREETS OF NEW YORK - DAY

MONTAGE - VARIOUS SPIDER-MAN ACTION SHOTS

Spider-Man pulls a cat out of a tree, jumps to the street and

Spider-Man webs two crooks and leaves them hanging from a

Spider-Man SMASHES out the window of a burning building

As Spider-Man swings away, crowds of people on the streets

EXT. UNIVERSITY CAMPUS - DAY

We see Spider-Man’s viewpoint as he swings through the air

We see through Spider-Man’s viewpoint, a graduation ceremony

As Spider-Man gets closer, we focus on Peter Parker, sitting

PETER (V.O.) (CONT’D)

A finger from behind Peter pokes him on the shoulder. Peter

INT - UNIVERSITY SCIENCE LAB - DAY

PATRICK LING is a skinny Asian man in his early twenties.

Patrick takes a deep breath.

The Rhino walks towards the control panel, the ground

Seth and Patrick sigh with relief.

Seth and Patrick laugh nervously.

THE RHINO (CONT’D)

Patrick and Seth look at each other nervously.

EXT. UNIVERSITY CAMPUS - DAY

DR. CURT CONNERS stands at the podium.

The crowd laughs.

The crowd applauds and Peter nervously walks up to the

May Parker smiles and speaks to the people around her.

A very flamboyant man sitting next to May stares up at the

The crowd looks at Peter, who is trying to think of what to

Some of the students in the front rows giggle.

Suddenly, Peter’s spider-sense goes off.

PETER (V.O.) (CONT'D)

Curt stands up to the podium.

Behind the podium, Patrick and Seth are running and

Loud RUMBLING can be heard, getting louder and louder.

Curt runs towards the crowd who are standing up and

The Rhino runs right into the podium, sending it flying

The Rhino swings at Spider-Man but Spidey ducks and punches

Spider-Man holds his sore hand.

The Rhino runs through the mostly empty chairs, which go

The Rhino charges right at them.

The Rhino abruptly stops in front of them and looks at Betty.

The Rhino rips apart the web with ease.

The Rhino tries to grab Spider-Man but Spidey jumps up and

The Rhino runs into the side of a building to try to get

The Rhino runs around in a circle and then spins quickly

AT THE SITE OF THE CEREMONY

Dr. Conners runs over to Aunt May.

EXT. UNIVERSITY DORMS - DAY

The Rhino throws a construction port-a-potty at Spider-Man,