SPIDER MAN

Written by

David Koepp

based on the comics by Stan Lee & Steve Ditko

 1.

A BLACK SCREEN

SPIDER-MAN (V.O.)
Who am I? You sure you wanna know?
The story of my life is not for the
faint of heart.

1 EXT. PARKER HOUSE - DAY (1987) 1

A cab pulls up to an average house in Queens.

SPIDER-MAN (V.O.)
If somebody said it was a happy
little tale, if somebody told you I
was just your average, ordinary
guy, not a care in the world...
A SOCIAL WORKER, gets out, holding the hand of PETER PARKER
(4). Tears streaming down his face, he lugs a small suitcase.
The cab motors away showing Peter—
—his new home. AUNT MAY and UNCLE BEN stand on the porch,
smiling. The Social Worker leads Peter up the steps. Uncle
Ben extends his hand. Peter looks up at the Social Worker,
she nods. Peter looks back at the loving hauid before him,
takes it. Uncle Ben and Aunt May lead Peter inside. Peter
turns, looks at the Social Worker. The door closes.
SPIDER-MAN (V.O.)
... somebody lied.

2 EXT. A SCHOOL BUS - DAY 2

A yellow school bus roars through Queens.
SPIDER-MAN (V.O.)
Mine is a tale of pain and sorrow,
longing and heartache, anger and
betrayal. And that just covers the
high school years.

3 INT. A SCHOOL BUS - DAY 3

A bus full of teenagers. We float down the center isle,
drifting from face to face—
SPIDER-MAN
But let me assure you — this, like
any story worth telling, is all
about a girl...

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 2.

—holding on MERRY JANE WATSON, knockout pretty but sad eyes,

too sad for seventeen, looking out the window of the bus.
SPIDER-MAN (V.O.)
That girl. Mary Jane Watson. M. J.,
to her friends. The woman I’ve
loved since before I even liked
girls.

An arm drapes around M.J.'s shoulders, FLASH THOMPSON, self-

assured, handsome, the high school Big Name. He's looking
across the bus, out the window, HOWLING with laughter.
SPIDER-MAN (V.O.)
I'd like to tell you that1 s me
next to her.
We pull back, toward the front of the bus. Another KID.
SPIDER-MAN (V.O.)
Or even that.
Further back. Another KID, messily eating a jelly doughnut.
SPIDER-MAN (V.O.)
Heck, I’d even take him.
We turn, look out the window, see what they're laughing
about.
PETER PARKER, 17, bespectacled and book-bagged, chasing after
the school bus, to the derision of everyone aboard.
M.J. can't take it anymore. She jumps up, hurries to the
front of the bus and SHOUTS over the laughter, to the DRIVER.

M.J.
Stop the bus?! He's been chasing us
since Woodhaven Boulevard!

There is a collective AWWWW as the bus slows down.

AT THE FRONT

Peter climbs onto the bus, breathless, limping.

PETER
Thanks... sorry... sorry...
thanks...
He eyes an open seat next to a GEEKY GIRL with a mouthful of
braces. She makes eye contact with Peter, moves her books to
occupy the vacant space.

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 3.

GEEKY GIRL
Don't even think about it.

Peter moves on. As he makes his way down the aisle, M.J. sits
down next to Plash again, next to the window this time. When
she's not looking, Flash slides his foot out in front of
Peter's beat up sneakers. Peter trips and falls, hard, face
down in the aisle. More laughter. M.J. looks sharply at Flash
— did you do that?

FLASH
(outraged innocence)
What?

On the floor, Peter lifts his head, looks up at Flash and

M.J. Flash is grinning, M.J. is staring down at him with
pity. Peter looks up at her, helpless, glasses dangling from
one ear.

SPIDER-MAN (V.O.)
That's me. Peter Parker.

4 EXT. QUEENSBORO BRIDGE - DAY 4

The yellow bus crosses the Queensboro Bridge and heads for
the spectacular skyline of Manhattan.

5 EXT. COLUMBIA UNIVERSITY - DAY 5

A stressed out TEACHER, with a clipboard, enters frame. The

students are gathered around the steps. Teen energy. Peter,
his camera hanging around his neck, stands alone. M.J. is
with her girlfriends.

TEACHER
Okay, people, no wandering! Proceed
directly up to the KNOCK IT THE
HEEL OFF! Up the steps and into the
building.
They all move slowly to steps. They turn to see:

A CHAUFFEUR-DRIVEN BENTLEY - PULLING TO THE CURB

Inside is HARRY OSBORN, seventeen, sits in the back 3eat,
next to NORMAN OSBORN, mid-forties. Norman exudes power and
anger. Harry is slowly acquiring both.

6 INT. BENTLEY - DAY 6

HARRY
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 4.

Dad, could you drive around the

corner.

OSBORN
Why? The door’s right here.

HARRY
These are public school kids. I'm
not showing up to school in a
Bentley.
OSBORN
What? You want me to trade in my
car for a Jetta because you flunked
out of every private school I sent
you to?

HARRY
They were not for me. I told you
that. It wasn't me.

OSBORN
Of course it was!
(reaches for Harry's
door)
Don't ever be ashamed of who you
are.

HARRY
Dad, I'm not ashamed, I'm just not
what you...
OSBORN
What, Harry?
HARRY
Forget it, dad.

Harry gets out of the Bentley.

7 EXT. COLUMBIA UNIVERSITY - DAY 7

PETER
(big lovely grin)
Hi ya, Harry.

HARRY
Hey, Peter.

Behind them the car door opens. Norman emerges holding

Harry's book bag.

OSBORN
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 5.

Won't you be needing this?

Osborn hands Harry the bag.

HARRY
(moving around car to
sidewalk)
Peter, this is my father, Norman
Osborn.
PETER
Great honor to meet you.

Harry is looking off at M.J. who is making conversation with

her girlfriends about the arrival of the Bentley.

OSBORN
I've heard a lot about you. Harry
tells me you' re quite the science
whiz.

PETER
Well, I don't know about that.

HARRY
He's being modest. I told you, he's
won all the prizes.

OSBORN
Anyone who can get Harry to pass
Chemistry shouldn't be modest.

PETER
Harry's really smart. He didn't
really need my help.

HARRY
We have to go, Dad.
Norman lays his paternal hand on Harry's shoulder, squeezes
too hard.

OSBORN
I'm something of a scientist
myself, you know.

PETER
I know. I know all about OsCorp.
You guys are designing the guidance
and re­entry systems for the first
shuttle mission to Mars. Really
brilliant.

OSBORN
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 6.

Impressive. Your parents must be

proud.

PETER
I live with my aunt and uncle,
they're proud.

OSBORN
What about your folks?

PETER
My parents died when I was little.

OSBORN
I lost my parents as a young boy as
well.

HARRY
Which no doubt strengthened your
iron will to succeed, huh, dad?

TEACHER
HEY, YOU TWO, I'M CLOSING THE DOOR!

PETER
(moving away)
Nice to meet you, Mr. Osborn.

OSBORN
See you again.

HARRY
(moving fast up steps,
passes M.J., smiles)
Hi.

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

PETER
He doesn't seem so bad.

HARRY
Not if you're a genius. I think he
wants to adopt you.

Harry discretely calls Peter's attention to M.J., primes him

to say something.

HARRY
Hey.
(nods to M.J.)
Say something.

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 7.

They approach. M.J. waits, feels the energy. Nothing comes.

Harry steps in to fill the awkward moment.

HARRY
Hi. How ya doing?

M.J. smiles.

M.J.
Hey.

Peter doesnothing, they continue on.

HARRY
Why didn't you say something?

PETER
I was about to. It wasn't the right
moment.
Peter manages to look back over his shoulder to where Harry's
father still stands beside his car.

CLOSER SHOT OF NORMAN

Looking off. He seems a lonely figure. Over him, we hear:
TOUR GUIDE (O.S.)
There are more than 32,000 known
species of spider in the world.

8 INT. COLUMBIA GENETIC RESEARCH INSTITUTE - DAY 8

Thirty-odd students and their teacher are led around a

cavernous laboratory by a TOUR GUIDE. They pass a number of
large spider exhibits.
TOUR GUIDE
They are in the order Aranae, which
is divided into three sub-orders —
Mesothelea, Orthognatha, and
Labidognatha. All spiders are
carnivorous, ravenous eaters who
feed on massive quantities of
protein, in liquid form, usually
the juices of their prey. Arachnids
from each of the three groups
possess varying strengths which
help them in their constant search
for food.

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 8.

Peter, the camera around his neck, keeps an eye on M.J. who
is joking around with her friends. Flash moves to M.J., puts
his arm around her, nuzzles her neck. Peter winces and turns
away, back to the tour. M.J. sees Peter's reaction. She pulls
away from Flash, embarrassed.

TOUR GUIDE (CONT'D)

For example, the jumping spider —
family Salticidae, genus Salticus —
TEACHER
Excuse me. Is anyone paying
attention to the genus Salticus?
(to Guide)
I apologize, go on.

TOUR GUIDE
The genus Salticus can leap tip to
forty times its body length, thanks
to a proportionate muscular
strength vastly greater than that
of a human being.

Peter catches the eye of the Tour Guide and gestures to his
camera — okay to take a few pictures?
PETER
For the school paper?
The Tour Guide nods. A few STUDENTS around Peter roll their
eyes, one or two mutter "geek." Peter ignores them, raises
the camera. Behind him, one of Flash’s CRONIES bumps Peter's
elbow on purpose, ruins the picture. Other kids laugh.
TOUR GUIDE
The funnel web spider — family
Hexathelidae, genus Atrax — one of
the deadliest spiders in the world,
spins an intricate, funnel-shaped
web whose strands have a tensile
strength proportionately equal to
the type of high-tension wire used
in bridge building.

Peter raises the camera again, gets bumped again. He turns.

Flash's Crony steps forward, threatening. A VOICE mutters
from nearby.

HARRY
Leave him alone.
Flash’s Crony turns, sees Harry Osborn staring at him.

FLASH'S CRONY
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 9.

Or what?
BOY . HARRY (ALT.)
Or his father will fire your/
Or my father will fire your father.
father.
Laughter.
TEACHER
(loud & clear)
The next person who talks is going
to fail this course. I kid you not.
TOUR GUIDE
The crab spider family Thomisidae,
genus Misumena — spins no web to
catch its prey, but hunts instead,
using a set of reflexes with nerve
conduction velocities so fast some
researchers believe it almost
borders on precognition, an early
awareness of danger, a "spider
sense."
WIDER SHOT

They reach the center of the rotunda floor, where RESEARCHERS

work at computers surrounding an electron microscope. Large
video screens around the room display giant images of the
microscope's area of scrutiny — spider DNA.

TOUR GUIDE
Over five painstaking years,
Columbia's genetic research
facility has fully mapped the
genetic codes of each of these
spiders.
UP ABOVE THEM, in the high arch of the rotunda, a single
spider sits at the center of a magnificent web, glistening in
the light.

TOUR GUIDE (O.S.) (CONT'D)

Armed with these DNA blueprints, we
have now begun what was once
thought impossible — inter-species
genetic transmutation.
DOWN BELOW,
TOUR GUIDE (CONT'D)

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 10.

In this Recombination Lab, we use

synthesized transfer-RNA to encode
an entirely new genome, combining
genetic information from all three
spiders into these fifteen
genetically designed super-spiders,
the first mankind has ever
produced.

The class checks it out. Creepy-looking mutant spiders crawl

about in a glass tank.
M. J.
(wide-eyed, loving it)
Disgusting.
HARRY
Hateful little thing.

M. J.
I love it.
HARRY
Really? Me, too.

TOUR GUIDE
Just imagine — if one day we can
isolate the strengths, powers, and
immunities in human beings and
transfer that DNA code among
ourselves. All known disease could
be wiped out. Of course, we're
nowhere near ready to start
experimenting with humans, so for
the moment we' re concentrating on
these fifteen spiders. Any
questions?
PETER
(whispering)
Fourteen.
HARRY
Fourteen?
TOUR GUIDE
I beg your pardon?
PETER
There's only fourteen spiders.

TOUR GUIDE
No, there's fifteen. Aren't there?

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 11.

As he and the others turn their attention to the tank and

start counting the spiders, we drift up to the ceiling.

UP IN THE ROTUNDA ARCH,

A spider's web. The mutant spider is on the move, fingering
its way across its web. It begins to drop.

DOWN BELOW,
the tour group has given up on the mystery of the missing
spider and is following the Tour Guide. M.J. lingers for a
moment, to check out her reflection in the glass of one of
the tanks. By herself, looking particularly beautiful in her
light. Peter stares, mesmerized, snaps up the opportunity.
PETER
Can I take your picture?
(she turns, surprised)
I need one with a student in it.
She hides a smile. Poses, having fun. She loves the camera.

M.J.
Don't make me ugly!
PETER
Impossible. Right there. Good!

Above him the spider descends. He snaps the picture of M.J.

PETER
And one more.

He snaps again but she has turned away moving to her waiting
friends.
PETER
Thanks.

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

right hand.
PETER
Ow!
He shakes his hand, hard, flips the spider off of him.
Peter looks at his hand. There are two tiny red marks where
the spider sank its fangs into his skin. Peter bends down,
looks at the spider on the floor. It's dead.

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 12.

Peter stands again, rubbing his hand. From across the lab, we
see him, silhouetted before the huge electron microscope
display screens, where swirling strands of DNA molecules
combine, detach, and recombine.

9 EXT. OSCORP INDUSTRIES - DAY 9

A gigantic industrial complex out on Long Island. Smokestacks
belch black nastiness into the air. Huge red neon letters
that spell OSCORP tower over the gate. A VOICE comes over:

SIMKINS (O.S.)
General Slocum and the others have
already started —

A10 INT. ENTRANCEWAY TO SUBTERRANEAN LABORATORY - DAY A10

An elevator door opens to the OsCorp R&D headquarters, a
sprawling lab complex hundreds of feet below ground level.
Norman Osborn quickly strides across a massive catwalk as he
is briefed by SIMKINS, his aide, whose voice continues from
outside:
SIMKINS
— the inspection. Mr. Balkan and
Mr. Fargas are with them.
OSBORN
Why wasn't I told about this?
SIMKINS
I don't think they wanted you to
know sir.

11 INT. LAB - DAY 11

— a work area where a strange object is mounted on a servo-

pole, being worked on by TECHNICIANS. It looks like an
aerodynamically perfected boogie board, with upturned fins on
each side, footholds carved into the wings, and a center tube
that looks like a jet engine.
Next to the device, a TECHNICIAN wears a lightweight, super
tight-fitting electronic suit. As he moves his head, arms and
legs, the boogie board, pivots on the pole—up, down, left
bank, right bank.

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 13.

The Pentagon delegation, a group of UNIFORMED OFFICERS and

several MEN and WOMEN IN SUITS observe the device with DR.
MENDEL STRGMM, the project director. BALKAN and FARGAS, two
exceedingly grumpy septuagenarians, look on. Fargas is in a
wheelchair.

STRGMM
Individual Personnel Transports are
moving along splendidly.

GENERAL SLOCUM
I've seen your glider. That's not
why I'm here.
Norman Osborn and Simkins enter.

OSBORN
General Slocum, good to see you
again. Mr. Balkan, Mr. Fargas,
always a pleasure to have our board
of directors pay us a visit.

Slocum nods to Osborn, keeps talking to the delegation.

GENERAL SLOCUM
I want a progress report on Human
Performance Enhancers.
ACROSS THE LAB,
they stand next to a glass-walled isolation chamber, within
which several SCIENTISTS work on a bank of equipment.
STROMM
We tried vapor inhalation with
rodent subjects, they showed an 800
percent increase in strength.
Fargas rolls forward.

FARGAS
800 percent? That's excellent.
GENERAL SLOCUM
Any side effects?
STROMM
In one trial, yes, the-
OSBORN
(cutting him off)
It was an aberration. All the tests
since then have been successful.

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 14.

GENERAL SLOCUM
(still to Stromm)
In the test that went wrong, what
happened? What were the side
effects?

STROMM
Violence, aggression and
eventually, insanity.
GENERAL SLOCUM
What's your recommendation?
OSBORN
With the exception of Dr. Stromm,
our entire staff has certified the
product ready for human, testing.

STROOM
We need to take the whole line back
to formula.
OSBORN
Back to formula?!
Back to Stromm. He could kill him with his bare hands.
GENERAL SLOCUM
Mr. Osborn, this department has
missed seven consecutive delivery
dates. After five and a half years
of R&D the United States government
has a right to expect the super-
soldier you were contracted to
deliver.
OSBORN
These are quantum leaps in science,
gentlemen. We are unlocking the
secrets of human evolution. I never
said it would be cheap or fast,
only groundbreaking.
GENERAL SLOCUM
I'll be frank with you, I never
supported your program. We have my
predecessor to thank for that.
BALKAN
The General has given the go-ahead
to Quest Aerospace to build a
prototype of their exoskeleton
design. They test in two weeks.

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 15.

GENERAL SLOCUM
If your so-called Performance
Enhancers haven't had a successful
human trial by that time, I will
pull your funding and give it to
them.
FARGAS
Norman, we are not going to lose
this contract.
All eyes turn to Osborn. So what are you going to do about
that?

12 EXT. PARKER HOUSE LATE - DAY 12

The Parker house sits indistinguishable among other lower

middle income houses on a cozy Franklin street.

13 INT. PARKER HOUSE - LIVING ROOM/KITCHEN AREA LATE - DAY 13

BEN PARKER, a kindly man in his sixties, is changing a light
bulb, standing on a chair, reaching high, stretching
precariously. MAY PARKER, a frail woman the same age as Ben,
moves into the doorway to the kitchen.
AUNT MAY
Why aren't you using a ladder,
you'll fall and break your neck.
Wait for Peter to do that.
UNCLE BEN
(the light bulb in, the
light comes on)
"God said let there be light."
Voila, 80 soft glowin' watts of it.
Starts getting down, still holding burned out bulb.
AUNT MAY
Good boy. God'll be thrilled, just
don't fall on your ass.
UNCLE BEN
I'm already on my ass. When the
plant senior electrician is laid
off after 35 years, what else would
you call it... Of course I’m on my
ass.
AUNT MAY
Hand me that bowl. The green one.
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 16.

Ben hands her a pot, looks at classified page open on the

table.
UNCLE BEN
Corporations, firin' people left
and right so they can have a few
billion more. What do they know
about standing on a stool, screwin'
in a light bulb?
AUNT MAY
Ben, you'll get another job
somewhere.
UNCLE BEN
(gesturing to paper -
moves to dining room,
sits)
Well, lets see.
(reading from paper)
Computer analyst, computer
designer, computer engineer,
computer...
(he sighs)
I'm 68 damn years old. I have to
provide for my family.
AUNT MAY
(moves to him, embraces
him, kisses his cheek)
I love you. And Peter loves you.
You're the most responsible man
I've ever known. We've been down
and out before but somehow we
survive. Where is Peter, anyway?
He's late.

Aunt May starts for the kitchen as the front door opens.
Uncle Ben quickly flips the paper away from the want ads.
UNCLE BEN
Here he is.
AUNT MAY
Just in time for dinner.

UNCLE BEN
How was the field trip?
PETER
... don't feel well... gonna go to
sleep...
AUNT MAY
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 17.

(moves to table)
You won't have a bite?

Peter looks at her, surprised, is she psychic?

PETER
(staggering upstairs)
... no thanks... had a bite.
UNCLE BEN
Did you get some good pictures
Peter?

PETER
... gotta crash... everything's
fine...
His bedroom door SLAMS.
UNCLE BEN
What1s that all about?
AUNT MAY
(moving toward the base
of the stairs)
He's a teenager.
UNCLE BEN
He's depressed.
AUNT MAY
He's a teenager.
UNCLE BEN
I better go up.
AUNT MAY
Stay put. He’ll let us know if he
needs help.

14 INT. PETER'S BEDROOM LATE - DAY 14

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

PETER
(gasping)
Help...
He falls to the floor, writhing in agony. He looks at the
spot the spider bit, which is now completely red and swollen.

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 18.

Drenched in sweat, he starts to shake uncontrollably with

chills, trembling violently, face pale, eyes black and
sunken, teeth chattering. His eyes roll up into the back of
his head and he passes out. Under the lids, his eyes flicker
crazily.

15 EXT. PARKER HOUSE - DAY 15

Morning of a new day. A very new day.

16 INT. PETER'S BEDROOM - DAY 16

Peter wakes up, morning sunlight streaming through his
window. He hasn't moved from the position he collapsed into
on the floor. But as he orients himself, he seems to feel
better. Carefully, he stretches his legs, takes a few deep
breaths.
Definitely better. He sees the alarm clock. He's late. He
grabs his glasses. Puts them on —

— and walks right into his chair, stumbling to the floor.

He gets up, puts his glasses on again. Looks into a mirror on
the wall. He squints, everything's fuzzy now. He takes them
off, it's 20/20. He tries once more — on, off. He can see.
PETER
Weird.
He shrugs and takes off his tee shirt. He walks away from the
mirror. Hold on the empty mirror, then:
Peter jumps back in front of it, aghast. His chest is that of
a Greek god. Nothing overdone, not a body builder's chest,
just a perfect one. Peter tries something, flexes his pecs.
They jump like cheerleaders.
Peter SCREAMS.
He checks out his body. Incredible. Puny Parker no more.
There's a KNOCK at his bedroom door.

AUNT MAY (O.S.)

Peter? Are you alright?
PETER
Fine! I'm fine. Just fine!
AUNT MAY (O.S.)
Any better this morning? Any
change?
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 19.

Peter tosses his glasses in the trash can.

PETER
Change! Yes! Yes... big change!
He turns to grab his clothes. Through the window sees M.J. in
her bedroom finishing brushing her hair. She picks up a purse
and darts out of view.
Peter throws on his shirt and moves quickly out his door.

17 INT. KITCHEN - DAY 17

Peter comes bounding down the stairs and leaps over the
bannister, landing with acrobatic grace behind Uncle Ben. He
sees the breakfast Aunt May has prepared on the table, goes
for it, eats what he can get as he grabs his backpack.
PETER
Hi. Gotta go.

UNCLE BEN
We thought you were sick.
PETER
(mouthful of food)
I was. I got better.
AUNT MAY
Sit down dear.

PETER
Can't. See you later.
UNCLE BEN
Don't forget, we're painting the
kitchen today. Home right after
school, right?
PETER
Sure thing. Uncle Ben, don't start
without me.

He's out the door, full of energy, hoping to meet up with

M.J.
AUNT MAY
What was that about?
UNCLE BEN
He ate my bacon.

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 20.

18 EXT. M.J.'S HOUSE - DAY 18

Peter comes out his front door just as M.J. leaves hers. Her
father, MR. WATSON, a hungover guy of forty or so, SHOUTS
after her. Mrs. Watson behind him.
MR. WATSON
I don't care what your mother said.
It's not okay with me. You're
trash. You'll always be trash. Just
like her.
M. J.
I have to go to school.
MR. WATSON
Who’s stopping ya?
MRS. WATSON
Leave her alone.

M.J. runs to the sidewalk, holding back tears.

Peter hurries after M.J.

19 EXT. ANOTHER STREET - DAY 19

Peter paces her, on the opposite side of the street. She
doesn't see him.

PETER
Talk to her... talk to her...
But he doesn't, because he notices M.J. is wiping away tears.
A HORN honks and a car full of her girlfriends pulls up next
to her. Peter watches as M.J.'s face transforms, she puts on
a mask of happiness and jumps in.
Peter watches as the car ROARS away. She eludes him again.

Peter runs, top speed, chasing the bus again. He reaches out,
to the side of it, to pound on it, get them to stop.
His hand touches a "GO WILDCATS!" school banner that's pinned
on the side of the bus. But as the bus accelerates, his hand
sticks, tears the banner right off the bus.
What the hell? He tries to unstick his hand from the banner,
but every time he frees one hand it sticks to the other. He
tries everything. Wrestles with it, wads it into a ball to
throw it. Nothing doing. Frustrated, he bends down, puts a
foot on the banner and stands, thus freeing his hands.
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 21.

He looks at his hands, confused but happy to be free of the

banner. He takes a step and quickly learns otherwise. The
banner is stuck to his foot. He tries to shake it free, but
his feet get tangled in the banner and he crashes to the
ground--

20 EXT. MIDTOWN HIGH - DAY 20

KIDS hang out. The BUZZER continues, they move inside.

21 INT. CAFETERIA - DAY 21

Peter approaches a table with an absurdly overladen tray of
food. He sits. M.J. moves past him on her way to her group.
As she passes, she slips, her feet fly out under her. She’s
about to crash hard.

Peter's spider-reflexes are at work and he moves - lightning

speed - up and out in front of her, catching her tray with
his left hand, and dropping his right shoulder just enough
for her to grab onto. It's one of the most graceful moves
we've ever seen.
She regains her balance, looks at him, impressed.
M.J.
Wow. Great reflexes!

Peter shrugs, freaked out, he can't believe he did it either.

She takes her tray back from him.
M.J.
Thanks.
PETER
No problem.
M.J.
Hey, you have blue eyes. I never
noticed without your glasses. You
just get contacts?
PETER
Uh-huh.
She waits for more. Nothing comes.
M.J.
Well, see ya.

He blew it again.

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 22.

She turns and walks off, across the cafeteria. She looks back
over her shoulder, smiles—
—and then sits at a crowded, popular table, right next to
Flash Thompson and her girlfriends.
Peter sits back at his table. He begins to eat. Actually he
begins to chow. Thirsty, he sets his fork down. But it sticks
to his hand.
He tries to pull it free with the other hand, but a long-
gooey strand stretches from his hand to the fork. It dangles.
Peter tries to separate fork from strand. Nothing doing.
He tries harder. ANOTHER STRAND shoots out, from his other
hand. This one flies out, to the table across from him, and
SMACKS onto a GIRL'S tray. She doesn't notice, as she's
talking to the FRIEND on her right, and wouldn't touch that
gross food anyway.
Shocked, Peter stands tip and backs away, whipping his arm
back, trying to pull free of the strand. But his movement
yanks the girl's tray off the table, sending it flying toward
Peter, who ducks, and it sails over his head.
Finally, the strand comes free. Relieved, Peter turns —
— and sees Flash Thompson wearing the girl's lunch. M.J. is
covering her mouth, laughing at Flash, but trying to hide it.
Peter swallows, and it's one of those swallows you can
actually hear.
FLASH
Parker?!
(have you gone insane?)
Horrified, Peter turns and hurries out of the cafeteria.

22 INT. HALLWAY - DAY 22

Just outside the door of the cafeteria, Peter stops next to a
row of lockers, breathing hard, surreptitiously checking out
the undersides of his wrists, trying to figure out what's
going on.
For the first time, he notices two almost' invisible slits in
his skin, one on each wrist. Those were not there yesterday.
He drops his arms and pulls his shirt sleeves down over his
wrists as far as he can.
Suddenly, his features jolt as he's slammed with the
strangest feeling he's ever had. He doesn't know it yet, but
—
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 23.

PETER'S SPIDER-SENSE
has kicked in. Everything and everyone surrounding him slows
to a crawl and it is as if he is suddenly seeing outside
himself — 360 degree peripheral vision.

And what he sees in back of him is a FIST, Flash Thompson's

fist, closing in on the back of Peter's head in slow motion.
As quickly as it turned on the Spider-Sense switches off and
BACK. IN REAL TIME,
Peter whips around and darts to the side, a split-second
ahead of Flash Thompson's thrown punch, which BANGS into a
locker where Peter was standing.
FLASH
Think you're pretty funny, don't
you, Freak?!
M.J.
(running in)
It was an accident!
PETER
I'm sorry. It really was.

FLASH
My fist breaking your teeth, that's
the accident.
Two of Flash's cronies close the classroom doors on either
side of the hall, to block the view of the teachers within.
PETER
I don't want to fight you, Flash.
FLASH
I wouldn't want to fight me
neither.
A crowd forms around them. Flash takes two more swings, but
again Peter evades them — and fast. Flash is puzzled.
Sensing an attack from behind, Peter suddenly ducks. One of
Flash's cronies, who was sneaking up on him, is left grabbing
air. Peter stands, flips the guy off his back.

A crowd forms to watch. Harry Osborn, coming down the hall

from the other direction, joins them.
Enraged, Flash ROARS and lunges at Peter. Peter ducks one,
two, three, four punches, never even moving his feet, just
darting his torso around so fast he creates a motion blur.
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 24.

Harry, impressed, gives a look to the person standing next to

him, who happens to be M.J. Harry turns back to the fight,
then does a double take back at M.J. She returns the look.
M.J.
Harry, please help him.
HARRY
Which one?
Flash lunges at Peter. Peter throws a punch that lands
solidly on Flash’s jaw and sends him sailing back against the
lockers, hard. He slumps to the floor, unconscious.
CRONY
Jesus Parker, you knocked him out!
Peter GASPS, shocked at his own strength, but thrilled. A
STUDENT arrives on the scene, steps forward for a better
view.
STUDENT -
(motioning toward
unconscious Flash)
Parker did that? Yeah right.

Flash MOANS, lifts his head up revealing a face covered in

blood. The crowd GROANS. A few kids go to Flash, suddenly a
sympathetic figure.
Peter looks at Flash’s battered face, then to his hands. He
starts to back away, aware and terrified of his newfound
strength. He turns on his heels and takes off, down the hall.

23 EXT. STREET - DAY 23

Peter is walking along, looking down at the fading spider

bite. What1s happening to me?

24 EXT. ALLEY - DAY 24

He turns, sees —
— a glorious spiderweb that's been spun between a dumpster
and the alley wall, the sun glinting off its fresh strands.

Peter looks around. He's alone. He reaches out to the alley

wall and as his fingers draw close
WE GO IN SUPERTIGHT ON HIS FINGERTIPS

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 25.

as tiny, microscopic hairs leap out of his pores and cling to

the wall.
Slowly, tentatively, Peter begins to walk up the wall, his
hands clinging like suction cups.

25 EXT. ROOFTOPS - DAY 25

Peter leaps with abandonment over alleyways from rooftop to
rooftop.

26 EXT. ROOFTOPS - DAY 26

Peter leaps with abandonment, over alleyways from rooftop to

rooftop.

27 EXT. ROOFTOP - DAY 27

He pulls up short at one rooftop. It is too far to the next
one. He looks down at his wrist, sees the narrow slits. Gets
an idea. He turns, points his wrist at a taller building
across the alley.

He wiggles his wrist, tries to get the goop to spray out. But
it doesn't come. He makes a fist. Nothing. He closes his
thumb and little finger together. Nothing. He rotates his
hand so the palm faces up, extends all five fingers, and
brings his ring and middle fingers toward his palm, together.
THWIP!
A single strand of webbing shoots out from his wrist,
straight up. Peter frowns, tries to direct it more. This fr-
imo the webbing flies across the alley and sticks to the side
of the other building.
Peter tugs on it. It's tough. He pulls harder. Can't break
it. He wraps one hand around it, double strength, closes his
eyes, mutters a prayer —
— and jumps off the roof. He sails through the air, comes in
for a landing on the side of the other building — SPLAT!

He clings there with his hands and feet, face crushed against
the brick. Learning hurts.

28 INT. PARKER KITCHEN - NIGHT 28

Peter comes into the kitchen at home, late, exhausted,
confused. He sniffs the air, smells something funny.
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 26.

He touches the wall, comes up with paint on his fingers, and

notices the buckets and drop cloth folded in the comer of the
room. He sees a note on the ladder:
"Meatloaf and vegetables in the oven. Cherry pie on the
shelf. We've gone to play bridge at the Anderson's. "
PETER
Ah, shoot...
A SHOUT from next door distracts him. He goes to the window.
THROUGH THE WINDOW,

he can see M.J.'s house, just across the narrow driveway. He

can see silhouettes moving in their windows, a man, a woman,
and a teenager, SHOUTING at one another.

29 EXT. M.J.'S HOUSE - NIGHT 29

Outside, M.J. BANGS through her screen door and walks into
her postage-stamp back yard, trying to ignore the chaos
inside that house. Inside hex house.
She's angry, ready to cry, yet able to hold it back. She
turns and SEES Peter standing in his yard, other side of the
fence. He’s caught watching her.
PETER
(embarrassed)
Oh. Hi.
M.J.
Were you listening to that?
PETER
(rattled)
No! Yeah! I heard something, but
wasn't listening. To what?
M.J.
I guess you can always hear us.
PETER
No. I was just taking out the
trash.
M.J.
You always do your chores, don't
you Peter?
PETER
Well...
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 27.

M.J.
I' m sorry we do that all the time.
Your aunt and uncle never scream.
PETER
Oh, they can scream pretty good,
y'know.
M.J.
So... where to after you graduate?
PETER
I thought I'd go into the city, get
a job as a' photographer, work my
way through college. What about
you?
M. J.
Headed for the city, too. I can't
wait to get out of here. I thought
I'd.... Oh, I don't know...
PETER
Try me.
M. J.
I want to... act... on stage. Be an
actress.

PETER
Hey, that's great, you were really
awesome in all the school plays,
Mary Jane.
M.J.
Really?
PETER
Yeah. I cried like a baby when you
played Cinderella.
M.J.
Peter, that was in first grade.
PETER
Well, even so, you know how
sometimes you can know something,
like what's going to be. Like feel
what's around you, what's coming?

M.J.
Sometimes.
PETER
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 28.

And you can just see things coming

that aren't exactly there, but you
just believe.
M.J.
What do you see coming for you?
PETER
I'm not sure, but it feels like
something I never felt before,
whatever it is.
M.J.
And what for me?
PETER
You? You're...why, you're gonna...
light up Broadway.
Silence between them.
M. J.
Y’know, you're taller than you
look.
PETER
I hunch.
She reaches out, puts her hands on his biceps. Wow! She
straightens him up.
M. J.
Don't. Hunch.
His heart is going a million miles an hour.
Suddenly we're interrupted by loud shouting again from M.J.'s
house. A horn honks.
In the driveway, Flash in his new car. M.J. peers around the
comer of the house.
FLASH
Hey M.J. Come take a ride in my
birthday present?
She's torn, turns back to Peter.
M.J.
Thanks, Pete. I gotta go.
She grins, waves and goes.

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 29.

Peter watches as Flash shows the car to M.J., oohs and aahs.
Flash puts down the top. They hop inside and SQUEAL away, she
laughs, her hair blowing in the wind.

Peter watches the car disappear. Looks downcast. He thinks a

moment, then raises his arm and makes a muscle. A GREAT, BIG
MUSCLE. Lowers his arm. So what?

30 INT. PETER'S BEDROOM - NIGHT 30

His bulletin board with snapshots h e 1 s taken at school
events and of his Aunt and Uncle. A framed PHOTO OF HIM AS A
4 YEAR OLD WITH HIS MOTHER AND FATHER.
A newspaper CRINKLES open to a big ad for used cars. Peter
looks at them wistfully. He turns the page, sees another ad:
Attention Amateur Wrestlers!
THREE THOUSAND DOLLARS
For just three minutes in the ring! Colorful Characters a
MUST!

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

contemplates it, we FEATURE behind him two other snapshots:
M.J. at the museum - one posing, the other of her walking
away.

31 INT. PETER'S BEDROOM - NIGHT 31

On a sketch pad, Peter's hand draws the outline of a human
figure and various costume possibilities.
He draws a pair of wings on the figure.
PETER
A spider with wings?
He crumples it up, starts over. He tries antennae, hates it,
crumples that up too.
He draws some web-type lines over the face and arms, draws
the eyes. Large, jack o'lantern ovals, with upturned edges.

32 INT. PETER'S BEDROOM - NIGHT 32

Two empty glass bottles stand on a bookcase on the far side
of Peter's bedroom. SPLAT! A web strand fires toward them,
misses by a mile.

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 30.

Peter, sitting on the opposite side of the room, frowns and

tries again. SPLAT! Another wild miss. He looks down at his
wrists, thinking.

33 INT. HALLWAY - NIGHT 33

Aunt May at his door with a bunch of laundry. She knocks
AUNT MAY
Peter? What's going on there?
PETER
(opens door a crack,
peeks out)
Exercising... not dressed. Aunt
May.
AUNT MAY
Well, don't catch a cold.

B34 INT. PETER'S BEDROOM - NIGHT B34

He closes the door revealing the room is full of webs. He
decides to make the web shooter. Takes a pad, sketches it.
ANOTHER DAY
Sparks fly. Peter has dismantled several Zippo lighters,
watches, and assorted old jewelry and is silver-soldering
back together in a new way. He picks one up, blows on the
solder. Happens to glance out the window — sees M.J.'s
silhouette. She's dancing, acting, being free.

LATER - IN THE BEDROOM - NIGHT

Peter picks up the finished contraption and puts it around
his wrist, right over his biological spinnerets.
He turns his chair, aims his wrist across the room, now with
the bracelet. He takes aim and —
— SPLAT! Scores a direct hit on a can of Jolt Cola on the
nightstand. He spins around, fast, in the chair, and fires a
web under his arm, as if snuck up on from behind.
SMACK! Hits a plaster lamp, snags it. Yanks it towards him,
he ducks. It hits the wall. SHATTERS!
He spins again, fires a double-barreled blast at those two
glass bottles. Both of them hit, sending the bottles flying
against the wall, where they SHATTER noisily.

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 31.

Peter is thrilled. But there's a POUNDING on the wall.

UNCLE BEN (O.S.)

What are you doing in there?!
PETER
Studying! Hard.

35 EXT. OSCORP INDUSTRIES - NIGHT 35

Even at night, OsCorp’s stacks spew foulness into the air.

36 INT. OSCORP LAB - NIGHT 36

— the OsCorp lab, deserted, dark at this hour, except for one
area. It's the glass-walled, isolation chamber we saw
earlier, glowing ominously in the middle of the floor. Inside
it, we see a man moving furtively, anxiously, preparing for a
test.
Stromm and Norman Osborn making preparations for something —
an experiment.
STRGMM
Mr. Osborn, please, I'm asking you
for the last time...
OSBORN
Don't be a coward. Risks are part
of laboratory science.
STROMM
Let me reschedule this with a
proper medical staff and a
volunteer. If you just give me two
weeks...
OSBORN
In two weeks this project, this
company, will be dead. Sometimes
you have to do things yourself.
Give me the barium phosphate.

STRCMM
Sir?
OSBORN
Decreases nausea when the vapor
hits the bloodstream.
Stromm sighs, gives him the phosphate.

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 32.

OSBORN
Forty thousand years of human
evolution and we've barely even
tapped the vastness of human
potential.
(he drinks)
To the final realization of man's
true physical and intellectual
capability.
(nods to Stromm)

Osborn lies on the gurney.

ZIP! A restraining strap is tightened across his leg.
CLICK! A restraining buckle SNAPS across his waist.
Dr. Mendel Stromm hits switches, a motor HUMS, and the steel
gurney slides into the tank and is rotated up to vertical.
Mendel Stromm pops switches and levers on the vast console
outside the glass tank, making last second checks on the
battery of monitors in front of him.
He grabs hold of a set of controls.
A thick, noxious green gas rises up from the petri dish.
Heavy, but still lighter than air, the gas creeps up,
swirling around Osborn's feet. Over his legs. Over his groin.
Creeping up his chest. Tickling over his chin.

In spite of himself, Osborn holds his breath.

The green cloud envelopes his head and he forces himself to
open his mouth. He draws just a tiny bit of air —
— and the gas seems to leap into his mouth, as if it had a
mind of its own. Osborn panics, chokes on it for a moment.
But then he calms, lets himself breathe normally. The gas
flows, in and out of his nostrils, we can see it move.
Stromm peers through the glass, monitoring every second.
OSBORN (CONT'D)
I-
And suddenly, his entire body begins to convulse, seized by
spasms, his fingertips, his teeth, his eyes show only whites.
ON THE MONITORS,

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 33.

his body functions go crazy. Stromm works the controls

frantically. Flat line. All across the monitors. Stromm SLAMS
a hand down on a red button and —
IN THE TANK,
— giant vacuum vents in the ceiling ROAR to life, sucking the
green gas up and out of the room.
Stromm races to the door, as soon as the gas is gone the
security latches CLUNK open, he shoves hi3 way inside, goes
to Osborn, unstraps him, rips open his shirt and frantically
begins emergency procedures.
Suddenly, behind him, he hears a SHRIEKING sound. Stromm
turns as go crazy, heart rate leaping up to 226, blood
pressure BANG, respiration, POW, every single graph and scale
and chart registers at or near its peak BEEPING AND WHOOPING.
INSIDE THE TANK,

Osborn's eyes pop open and he leaps to his feet, terrified.

He RIPS the sensors off his chest, Stromm tries to restrain
him, Osborn ROARS —
— and bats Stromm across the chamber with just one arm.
But not just across the chamber, he hurls him through the
glass wall of the chamber, which explodes in a shower of
glass as Stromm's body hits it. Stromm keeps flying, sailing
across the lab and SMASHING into a pillar on the far 3ide,
some fifty feet away.
He sags to the floor, blood pooling tinder his head.
Osborn staggers through the broken wall of the tank, steps
across the rubble, and towers over Stromm's lifeless body.
FAR AWAY ACROSS THE LAB,
we see Osborn's hulking figure standing over Stromm. We keep
pulling away until we see something in the foreground, two
items sitting patiently, waiting for someone to finish them,
to make use of them. Mounted atop two poles—
— that strange single-winged flying platform and the remote
control suit that controls it.
In the distance, Norman Osborn throws his head back and HOWLS
in pain, confusion, transformation. His primitive cry echoes
over —

37 EXT. OSBORN'S APARTMENT - DAY 37

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 34.

— an opulent Tudor Hill apartment building, crowned by an

imperious townhouse. Inside —

38 INT. OSBORN’S DEN - DAY 38

This room in Osborn1 s lavish apartment. A collection of
masks of all kinds. Ancient, tribal, hideous, garish masks.
The essence of violent warfare. Norman 3its bedraggled,
dressed in yesterday's clothes. Disoriented. Dazed.
Harry, ready for school, a backpack over his shoulder walks
past the room, looks in, stops and enters.
HARRY
Dad? What is it, Dad?
OSBORN
(blurry)
Harry.
HARRY
You look sick. What's happened?
OSBORN
(sincere)
I don't know...
HARRY
(kneels before him)
Where were you last night, I didn't
hear you come in.
OSBORN
I was... last night I was...
HARRY
What?
OSBORN
I don't remember.
Voices come from the hallway.

39 INT. HALLWAY - DAY 39

Simkins briskly walks down the hallway, argues with Osborn's
HOUSEMAN.
SIMKINS
I have to see him.
HOUSEMAN
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 35.

He can't be disturbed now.

40 INT. OSBORN'S DEN - DAY 40

OSBORN
Who's there?
SIMKINS (O.S.)
This can't wait.
(calls)
Mr. Osborn!
Simkins enters the room.
HARRY
My father's not well, Mr. Simkins.

SIMKINS
Mr. Osborn. Dr. Stromm is dead.
OSBORN
What?
SIMKINS
His body was found this morning in
the laboratory. He was murdered,
sir.
HARRY
Murdered?
OSBORN
(on his feet)
What are you talking about?
SIMKINS
And the flying wing prototype,
sir...

OSBORN
What about it?
SIMKINS
It's missing. It's been stolen.
Silence. Osborn shocked. He moves quickly out of the room.
OSBORN
Take me there.
He exits. Harry remains behind for a moment, then after them.
We're in the empty room. Camera lands on one of the masks.

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 36.

41 INT. PARKER HOUSE LATE - AFTERNOON 41

Peter moves quickly down the stairs into
LIVING ROOM

Uncle Ben and Aunt May are there. Peter holds his shoulder
bag, moves quickly to the door. Starts to open it.
PETER
(fast)
Goingtothedowntownlibraryseeyoulate
r.
UNCLE BEN
Hold on! I'll drive you.
PETER
It's OK. I'll take the train.
As Uncle Ben grabs a jacket and his keys.
UNCLE BEN
I said, I'll drive you. Get in. the
car.
Peter moves out. Ben follows, turning to wink at Aunt May.

42 EXT. NEW YORK PUBLIC LIBRARY - DUSK 42

An Oldsmobile Delta 188 pulls over at the curb in front of
the New York Public Library.
HUT OLDSMOBILE DELTA - DUSK
Uncle Ben is at the wheel, Peter beside him, moves to get
out.
PETER
Thanks for the ride.
UNCLE BEN
Hold on a minute... We need to
talk.
PETER
Talk about what?

UNCLE BEN
You' re not the same guy lately.
Fights in school, shirking your-
chores, you barely say a word to me
or your aunt — what's the story?
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 37.

Peter unconsciously pulls his sleeves down over his wrists.

He just can't tell him.
PETER
There's no story.
UNCLE BEN
You're changing, and that's normal.
This is the age when a man becomes
the man he's going to be for the
rest of his life. Just be careful
who you change into. Okay?
PETER
I feel all this, all this power,
but I don’t know what it means, or
how to control it, or what I'm
supposed to do with it, even.
UNCLE BEN
You'll figure it out. You're one
smart cookie, always have been.
But knowledge is power. And with
great power comes great
responsibility. Don't ever forget
that.
PETER
Yeah, yeah, I know all that, it's
not what I'm talking about. You
wouldn't understand.
UNCLE BEN
Wanna bet? When I was your age I
went through exactly the same
things.

PETER
No you didn't, that's my whole
point. It's just possible that
something unique is happening to
me, isn't it?
UNCLE BEN
Believe it or not, it passes. You
grow out of it.
PETER
I'm not gonna grow... just drop it,
I'11 figure it out myself.
UNCLE BEN
Look, if you won't give me so much
as a clue, I can't help you.
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 38.

PETER
I didn't ask for help.
UNCLE BEN
I know I'm not your father,
Peter...
PETER
Then stop pretending to be.
There are some things you say that you wish you could pluck
right back out of the air. This is one of them. And it's too
late.
Uncle Ben's feelings are deeply hurt. He looks away.
UNCLE BEN
I'll pick you up on this corner at
nine o'clock.
Peter wants to say something. But can't.
ON THE STREET,
Peter climbs out of the car, holding a brown paper bag. and
closes the door. He starts up the steps of the library and
watches as the Oldsmobile pulls out into traffic.
PETER
(to the disappearing car)
I' m sorry.
He turns around, goes back Aown the steps of the library and
heads off in the other direction. A deafening ROAR comes over
and —

43 INT. ARENA - NIGHT 43

— we see a costumed AMATEUR WRESTLER, CONTESTANT #1, SLAM's
into the floor of a wrestling ring in the middle of a small,
hot, dusty arena. The crowd goes wild as BONE SAW McGRAW, six
feet nine if he's an inch, three hundred pounds of pure
muscle, climbs to the top turnbuckle. He leaps and delivers a
a crushing flying elbow to his opponent's chest.

Peter grimaces.

44 INT. ARENA HALLWAY - NIGHT 44

A line of colorfully dressed wrestlers. A spunky CHECK-IN
LADY sits behind a table taking information. A wrestler, clad
in Robin-Hoodesque garb, stands before her.
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 39.

CHECK-IN LADY
Down the hall to the ramp... and
lose the hat.
"Robin Hood" removes his hat, gives the lady a dirty look.
CHECK-IN LADY
Yeah, yeah, nice tights tough guy.
Next
Peter Parker steps forward. She gives him the once over.
CHECK-IN LADY
There's no feather-weight division
here small fry. Next.
PETER
No, no, I know.
CHECK-IN LAD
Okay.... you understand the NYWL is
not responsible for any injuries
you may... (looking him over) ...
and probably will sustain while
participating in said event and
that you are, at sub 150 pounds,
indeed participating under your own
free will.
PETER
Yes.
CHECK-IN LADY
Down the hall and up the ramp. May
God be with you.
Peter turns exits. A male wrestler dressed as "Xena", steps
up.
CHECK-IN LADY
(taking it in)
Let's go princess.

45 INT. ARENA - NIGHT 45

Bonesaw pulverizes a new victim, CONTESTANT #2. He hurls him
into the ropes, sending him careening back to the middle of
the ring. Bonesaw grabs him, chucks him into the stands.
The crowd goes nuts. Bonesaw ROARS with rage. A HECKLER rises
in his seat.
HECKLER
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 40.

Hey Bonesaw! You big fake! You

suck!
Bonesaw's eyes zero on the Heckler. He balls up his fists,
GROWLS, leaps from the ring.
Bonesaw pushes his way through the crowd. The Heckler's eyes
go wide as Bonesaw bears down on him, grabs him by the
throat, pops him one.
Bonesaw grabs his folding chair, starts to make his way back
to the ring, mumbling as he goes.
BONESAW
Fake my ass.
Bonesaw drags the chair toward the ring, finds CONTESTANT #2
trying to crawl away. CONTESTANT #2 looks up just as Bonesaw
rears back, WHACKS him across the face with thechair.
That's it for #2. He's out. The crowd howls.

RING ANNOUNCER (O.S.)

"Are you ready for more?"
The crowd demands more.
Bonesaw climbs back into the ring, sits on a stool in his
corner. His bikini clad ring maidens, THE BONETTES, are quick
to sponge him off, give him water, massage him.
RING ANNOUNCER
(louder)
"I said, are we ready for more?!"
CROWD
MORE, MORE, MORE!!!!!
Bonesaw's had enough pampering, rises, flexes, whips the
crowd into a frenzy.
BONESAW
Bonesaw's ready!

RING ANNOUNCER (O.S.)

Will the next victim please enter
the ring at this time! If he can
withstand just three minutes in the
cage with Bone Saw McGraw...
Two pendulously-breasted CARD GIRLS strut around the ring
with a banner reading "3:00 for $3,000".
RING ANNOUNCER (O.S.)
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...the sum of three thousand

dollars will be paid to...
We find the RING ANNOUNCER standing behind a curtain on a
ramp leading to the ring. He covers his microphone with his
hand, turns to someone off screen.
RING ANNOUNCER
The Human Spider? That's it? That's
the best you got?

SPIDER-MAN (O.S.)
Yeah.
The Ring Announcer huffs.
RING ANNOUNCER
Nah, you gotta jazz it up a little.
(back into microphone)
...the sum of three thousand
dollars will be paid to...
The curtain opens, spotlights search through the crowd, swing
to the top of the ramp where we find Spider-Man partially
hidden by a black scrim.
RING ANNOUNCER
...the terrifying...the
deadly!...THE AMAZING! ! . . .
The scrim starts to rise.

RING ANNOUNCER
...SPIDER-MAN!!!
The scrim is gone, revealing Spider-Man, clad in a baggy,
homemade costume made from old sweatpants, sweatshirts and a
Balaclava.
SPIDER-MAN
(to Ring Announcer)
That's "The Human Spider."
RING ANNOUNCER
Get out there dipstick.
A PA gives Spider-Man a shove. He takes in the arena, the
crowd for the first time. He's frozen, paralyzed by the
spectacle before him.
Spider-Man cautiously makes his way toward the ring. The
Bonettes wait like hungry wolves on the ramp. They
mercilessly heckle him as he goes, feel his muscles, taunt
him, egg on the crowd to do the same.
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A gurney with CONTEST #2, groaning in agony, wheels by.

CONTESTANT #2
I can't feel my legs...I can't feel
my legs...
Spider-Man watches them wheel him away, cautiously continues.
He crawls into the ring, looks around. All of a sudden—
CROWD
CAGE! CAGE! CAGE!
Spider-Man scans the crowd. Cage?
WIDE SHOT
A flat structure with metal bars drops from the ceiling. Its
sides fold in, form a cage which sets down on the ring.
RING ANNOUNCER (O.S.)
Will the guards please lock the
cage doors!
CLANG!! Stage Hands wrap huge metal chains around the corners
of the cage, lock in the combatants.
SPIDER-MAN
Hey, wait a minute...
Spider-Man tests the cage.
SPIDER-MAN (CONT'D)
This thing's locked.
BONESAW (O.S.)
Freak show!
Spider-Man turns around, sees Bonesaw standing center ring.
BONESAW
You're going nowhere! I've got you
for three minutes...three minutes
of playtime with Bonesaw.
Spider-Man flattens himself against the bars.
SPIDER-MAN
What am I doing here?
Bonesaw rushes Spider-Man, lunges at him. Spider-Man leaps
out of frame. Bonesaw crashes into the cage wall, bounces
off, crumples to the ground. He looks up, sees Spider-Man
clinging to the top of the cage.

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The Heckler, bloody faced and back in hischair, is shocked.

Bonesaw gets up, looks at Spider-Man.
BONESAW
What do you think you' re doing?
SPIDER-MAN
Staying away from you for three
minutes.
Bonesaw's furious, leaps—
—but so does Spider-Man, across the cage, somersaulting to
the opposite side. He clings there, drops to the ground.
CROWD
Yeahhhhhhh!!! Go Spider-Man!!!!
Go Spider-Man? He looks around, scans the cheeringcrowd.
Turns back in time to see Bonesaw about to grab him. Heleaps—
—does a one-handed hand stand on Bonesaw's head. He grins,
confidence growing, fast.
SPIDER-MAN
Not a bad costume, what is that,
Spandex? I used Lycra for mine and
it itches like crazy.

Bonesaw swats him down, grabs his leg.

BONE SAW
I got you now insect!
Bonesaw thrashes him about, pitches him against the cage.
Spider-Man falls to the ground.
SPIDER-MAN
Owwww.
Bonesaw drags him out of frame.
SPIDER-MAN
You know, technically it's
arachnid.
A shadow falls upon Spider-Man. He looks up, sees Bonesaw
flying at him, prostrate, with a flying elbow. Spider-Man's
eyes go wide. He flips his feet up, just in time to place
them on Bonesaw's chest, kicking him into the cage.
Bonesaw slumps to the map, knocked cold. The crowd freaks
out. Flashbulbs pop.
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CROWD
Spider-Man! Spider-Man! Spider-Man!
Spider-Man, looks around the arena, raises his arms,
triumphant.
SPIDER-MAN
Ahhhh... show biz.

46 INT. ARENA OFFICES - NIGHT 46

The administrative offices, upstairs at the arena. The
PROMOTER puts a single hundred dollar bill into Spider-Man's
palm (Peter is still wearing the costume).
PROMOTER
Now get outta here.
SPIDER-MAN
A hundred bucks? The ad 3aid three
thousand!
PROMOTER
Check it again, webhead. It said
three grand for three minutes. You
pinned him in two. For that I'll
give you a hundred, and you're
lucky to get it. You made my best
fighter look like a girl out there.
Enraged, Spider-Man grabs the guy by the shirt and pulls him
closer. A side of Peter Parker we've never seen before.
SPIDER-MAN
I need that money!
PROMOTER
I missed the part where this is ay
problem.
Spider-Man stares at him for a long moment, burning with
rage, he wants to bust this guy right in the nose —
— but he turns and leaves instead, passing a squirrelly-
looking GUY on the way in, his hair dyed platinum blonde.

47 INT. HALLWAY - NIGHT 47

Spider-Man walks away down the corridor, clutching the lousy
hundred dollar bill, muttering under his breath. He's nearly
to the elevator when he hears a SHOUT from behind him.

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PROMOTER
Hey! What the hell do you-
He turns, as the door to the Promoter' s office BANGS open
hard, shattering the glass, and the squirrelly-looking guy
races out, clutching a canvas bag. He is a THIEF.

PROMOTER
Help! That guy stole the gate, he's
got my money!
A SECURITY GUARD approaches from one end of the corridor. The
elevator behind Spider-Man DINGS, its doors start to open,
and the Thief takes off down the hallway toward it.
SECURITY GUARD
Hey, you! Stop that guy!
Spider-Man looks up, at the Thief racing straight at him, at
the Security Guard giving chase, at the opening elevator
behind him. He thinks, debates —
— and takes a step back. The Thief races right past him and
into the elevator.
THIEF
Thanks, pal.

The doors close and he gets away. The Security Guard arrives,
SLAMS his fist on the elevator doors.
SECURITY GUARD
What the hell's the matter with
you?! You just let him go!
The Promoter comes rushing up out of the office, a large red
welt growing on his cheek.
PROMOTER
You coulda taken that guy apart!
Now he's gonna get away with my
money!
SPIDER-MAN
I missed the part where this is my
problem.
He turns and walks away, down the corridor.

48 EXT. NEW YORK PUBLIC LIBRARY - NIGHT 48

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As night falls, Peter walks down the street toward the

library, dressed in street clothes again. He looks around for
Uncle Ben's car.
Peter stands on the comer where Ben said he'd pick him up.
Looks to the left, to the right. Not there yet.
A POLICE CAR races by him, SIREN wailing, and heads for the
far comer. We hear an AMBULANCE'S SIREN in the BG.
He takes an interest, moves across the street. As he walks,
his brow furrows, two and two coming, together in his mind in
a bad way.
He walks faster. And faster. He elbows his way through the
back of the swelling crowd. Then the middle. As a desperate
conviction grows in his mind, he thrashes, breaking through
the front of the crowd and looking down at the ground —
— where police officers stand over a body. It's Uncle Ben!
PETER
UNCLE BEN!!
He lunges forward, but COPS stop him, pulling him back.
COP 1
Hang on, hang on!
PETER
My uncle! That's my uncle!
COP 2
That's not gonna help him!
PETER
What happened?!
COP 1
Carjacker. He's been shot.
Frantic, Peter tries to reach his uncle.
COP 2
Hold on, kid! You can't help the
guy.
PETER
The guy? He's not the guy! He's my
uncle.
He pushes in, moves to Ben, kneels, takes his head into his
lap.

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PETER (CONT'D)
Uncle Ben! Uncle Ben! It's me,
Peter!

Ben opens his eyes, his mouth forms a smile, then the word
"Pete." He dies. Peter cries, holding him. Sirens continue in
the BG.
Behind him, a THIRD COP turns around suddenly, radio in hand.
COP 3
They got the shooter! He's headed
south on Fifth Avenue!
Very close on Peter — listens intently, stoney-faced.

49 EXT. A DARK ALLEY - NIGHT 49

An exaggerated shadow falls on the brick wall of an alley. A
man tears off his clothes, violently. The shadow grows bigger
as the man starts to run, suddenly the shadow leaps, high
into the air, sailing toward the building right in front of
us.

The costume's still not right and he's not wearing a mask (or
face paint), but make no mistake, this is truly THE AMAZING
SPIDER-MAN. He climbs straight up the building. We climb with
him, rising higher and higher until we burst out over the
roof's edge.
Spider-Man jumps backwards, grabbing a flag pole, swinging on
it, allowing his momentum to hurl him to the next building,
which he scales quickly.
ON THE ROOF,
he scans the horizon. He sees a cluster of police lights,
screaming down Fifth Avenue in pursuit. Spider-Man's right
arm rises, palm up.
THWIP!
A silver strand of web fluid shoots out across the street.
Spider-Man wraps his hands around it and leaps.

We leap with him, swinging out over the city, held aloft by
the tensile strength of the web. We plummet down, in a
graceful, terrifying arc, and as the ground races up toward
us, Spider-Man's left hand rises — THWIP!

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Another web strand rockets out into the night, the web-
slinger shifts his weight to the second strand, abandoning
the first, pulling himself back up in a graceful arc that
leads him out into the avenue.
Well, above the avenue anyway, he's now swinging along
directly above the chase, which is below him.
DOWN ON THE STREET,
Uncle Ben's Oldsmobile SCREECHES around a corner and SMASHES
through a row of newspaper boxes. Three police cars follow,
not far behind.

Above, Spider-Man follows, unseen. He webs — left, right,

left, moving faster than the police cars, and THUMPS onto the
roof of the Oldsmobile.
INSIDE THE CAR,
Spider-Man's fist SLAMS through the roof of the car and grabs
hold of the Carjacker's face.
ON THE STREET,
the car swerves, bumps, scrapes through traffic. Cars SMASH
into one another as it careens through an intersection.
GUNSHOTS erupt through the roof of the car, fired from
within, missing Spider-Man by inches. He leaps off the roof,
on top of a speeding truck.
ON TOP OF THE TRUCK,

Spider-Man stands up. Eyes on the Oldsmobile, he sees

something else.
A low bridge! Stretching straight across the street, right
about at chest level for Spidey.
He triple somersaults, up, over the bridge, and lands on the
roof of the truck again. The truck starts to slow, so he
leaps again, onto the roof of the Oldsmobile.
INSIDE THE OLDSMOBILE,
Spidey lands right in front of us, staring through the
windshield and then smashing a fist through the windshield,
spiderwebbing it.

50 EXT. MARINE BATTERY BUILDING - NIGHT 50

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The Carjacker loses vision and control, the Oldsmobile

SMASHES through the gates of a creepy-looking building near
the East River, Spider-Man still on its hood.
The car SCREECHES toward the front door of the building,
Spidey sees it coming, knows he'll be crushed, so he leaps,
Tip, out of sight.
FROM UP HIGH,
we see the Oldsmobile crash through and barrel into the
building. A second later, the police cars race up, radios
SQUAWKING.
The camera tilts tip to reveal Spider-Man on the wall above
them, clinging there. The police cars pulsating light reveals
him, fades and Spider-Man is lost in the darkness. When the
light again sweeps by, he is gone.

51 INT. MARINE BATTERY BUILDING - NIGHT 51

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

with his gun. The sweeping search light from the police boat,
through the dirty, leaded windows, reveals only his outline.
Spider-Man descends, upside-down, from a web strand. He
rotates, lands softly on his feet behind the Carjacker.
The Carjacker whirls around, BLASTS a shot at Spider-Man.
Sensing it, Spidey leaps, onto the nearest wall. The shot
SMACKS into the wall where he was.
The Carjacker, whom Spider-Man sees only as a silhouette,
starts BLASTING at him, as Spidey leaps from wall to ceiling
to wall to floor, just inches ahead of the bullets.
IN THE STREET,
the Copa hear the shots. Weapons are drawn, rifles steadied.
They can see figures moving inside the building.
IN THE MARINE BATTERY BUILDING,

Spider-Man does an acrobatic leap and lands on the

Carjacker's arm, kicking the gun free. It SKITTERS across the
cement floor as Spidey holds the guy up, curls a fist —
SPIDER-MAN
This is for the man you killed.

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— and punches the Carjacker in the jaw. The blow lifts the
man right off his feet, knocks his stocking cap off, and
sends him sailing into one of the unbroken windows, which
SHATTERS. Spider-Man leaps into the window frame, grabs the
Car jacker, pulls him to his feet.
Spotlights from outside swing around to frame the pair of
combatants in the window.
CARJACKER
Don't hurt me! Give me a chance,
man, give me a chance!
PETER
DID YOU GIVE HIM A CHANCE?! THE MAN
YOU KILLED? ! DID YOU?! ANSWER ME!
Suddenly, the Carjacker's face is revealed, brightly lit. His
squirrelly face. And his platinum blonde hair.
It is, God help him, the Thief who stole the money at the
arena. The one Spider-Man stepped aside for.
PETER
No! No, not YOU!
Yes. Yes, him. Peter hurls him aside, the Thief CRASHES
against a wall and falls to the floor. Peter starts to
hyperventilate, trembling in horror, realizes the ghastly
truth:

He failed to stop the very man who murdered his uncle.

Images flood back at him, fast:

52 INT. ARENA OFFICES - NIGHT (FLASHBACK) 52

The Security Guard, yelling at him:
SECURITY GUARD
Stop that guy!

53 INT. ELEVATOR NIGHT (FLASHBACK) 53

The Thief, standing in the elevator, looking at him evilly as
the doors close on his escape.

54 EXT. ARENA - NIGHT (FLASHBACK) 54

Uncle Ben's body, lying in the street.

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55 INT. MARINE BATTERY BUILDING - NIGHT 55

Back in the building, the Thief stands up, not ten feet away
from Peter. The Thief aims the gun at him. Blind with rage,
Peter walks toward him. The Thief backs up. Peter advances.
The Thief pulls the trigger and —
— CLICK. Empty. The Thief backs up even further, trips —
— and CRASHES through a window. Peter lunges forward, tries
to grab him but misses, and the Thief falls fifty feet,
SMASHING into a wooden dock below. Dead. The money flutters
down around the body from the canvas bag.
OUT ON THE RIVER,
a police patrol boat CHUGS into view, swings a spotlight
around toward Peter. They get just a glimpse of him.

COP
YOU, FREEZE! DON'T MOVE! WE'VE GOT
THE PLACE COMPLETELY SURROUNDED!
The Cops raise their guns to fire, but Peter disappears from
the window, headed up —
IN THE MARINE BATTERY BUILDING,
— and by the time the rest of the lights hit the window Peter
is gone. Across the building floor, a DOZEN COPS SMASH
through the door, shine flashlights everywhere.
The building is empty.

56 EXT. A ROOFTOP - NIGHT 56

Peter, still wearing the suit but not the mask, drops his
head in his hands on top of a building nearby, alone. All
sound drains away, all sound except Peter's soft voice —
PETER
Uncle Ben...
Still with his mask off, tears run down his face.
PETER (CONT'D)
Oh God, I’m so sorry...
Pulling away, we see he's sitting on a stone gargoyle,
jutting out from the roof of a lonely building, silhouetted
by the full moon of the night he will never forget.

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57 INT. PARKER HOUSE - NIGHT 57

Peter at the front door. Opens it. Enters. Through the
window, we SEE Aunt May in her bathrobe (she's been waiting
up). We watch Peter tell her the bad news. Her reaction. He
moves to her, holds her.

58 EXT. QUEST AEROSPACE TESTING GROUNDS - NIGHT 58

An angled concrete surface fades up out of darkness.
Headlights sweep slowly across bold letters painted there,
BUNKER 6 QUEST AEROSPACE PROVING GROUNDS. A car arrives and
General Slocum gets out and is met by Quest Aerospace's
PROJECT COORDINATOR. They walk along the back of the bunker.
PROJECT COORDINATOR
Our exoskeleton's got real
firepower General Slocum.
GENERAL SLOCUM
If it does what you say it can,
I'll sign the contract tomorrow.
As the men exit frame they reveal the Badger, Quest' s
military exoskeleton design, some distance from the bunker.
CLOSER SHOT
Technicians unplug and scurry away from the war machine.

59 EXT. BUNKER - NIGHT 59

Through a set of observation slits we see General Slocum
peering out. The Project Coordinator slides up beside him.
PROJECT COORDINATOR
And what about your commitment to
OsCorp?
GENERAL SLOCUM
Nothing would please me more than
to put Norman Osborn out of
business.
(Okay, let's see if this
dog'll hunt.)
CLOSE UP ON TEST PILOT
The TEST PILOT adjusts some knobs on the control panel.
TEST PILOT

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Beginning mission profile,

and...mark.
The Badger begins to rise as billowing smoke covers the
frame.

60 EXT. BUNKER - NIGHT 60

Slocum and the rest of the delegation observe the action
through the slits.
BUNKER P.O.V.
We see the BADGER lift off in a cloud of exhaust, rotate.
CLOSE UP OF TEST PILOT
A green glow reflects off his visor.
TEST PILOT
What the hell is that?
He looks down at his control panel, makes adjustments.
The Test Pilot's eyes go wide.
TEST PILOT
Oh my God...What is that!!!
NOOOOOOO!
BUNKER P.O.V.
The Badger explodes in a massive ball of flame.

61 EXT. BUNKER - NIGHT 61

Through the slits we see Slocum and the other inhabitants go
pale, their faces illuminated by the explosion.
BUNKER P.O.V.
The silhouette of the Goblin emerges through the fireball of
the exploding Badger and a missile WHIZZES beneath camera.
ROCKET P.O.V.
The rocket races toward the observation slit in the bunker.
Slocum's face fills with fear, realizes his fate.

F62 EXT. BUNKER - NIGHT F62

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There is a massive explosion in the bunker. Fire and debris

shoot through the observation slits.
A hideous CACKLE is heard disappearing into the night.
OMIT

63 EXT. OUTDOOR AMPHITHEATER - DAY 63

Hundreds of mortarboards fly into the air and a great CHEER
rises up from the bare-headed HIGH SCHOOL STUDENTS.
Graduation day.
IN THE CROWD,

the GRADUATES swarm everywhere, hooking up with their

jubilant PARENTS. Norman Osborn and Aunt May, separate from
one another, searching for their kids.
Favor Peter looking for Aunt May. He sees Harry.
PETER
We made it buddy!
HARRY
Good news. My father owns a
building downtown with an empty
loft he said we could have. Why not
move in with me when you get to the
city.
PETER
I'm not sure I can afford the rent.
HARRY
We'll work something out.
PETER
(crossing his fingers)
Gotta get a job first.
ANOTHER ANGLE
Favor Aunt May and Norman Osborn still searching. Aunt May
spots Norman.
AUNT MAY
Mr. Osborn... I’m May Parker,
Peter's aunt. I’ve heard about you.
OSBORN
Aunt May. How do you do? Can't find
my boy.
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AUNT MAY
(spotting him)
There's Harry.

Harry appears with his diploma. Norman looks at him, a tight

smile.
HARRY
Hey, dad.
OSBORN
You made it. It's not the first
time I've been proven wrong.
Congratulations.
He holds out a hand. Harry takes it, accepts the firm
handshake.
HARRY
Thanks.
AUNT MAY
(hugging him)
Congratulations, Harry.

Osborn's face suddenly lights up, noticing something over

Harry’s shoulder.
OSBORN
Ah hah! The winner of the science
award.
Peter appears, carries his diploma and science award.
AUNT MAY
Here's our graduate
(she hugs him)
You two looked so handsome up
there.
o Osborn puts his arm around Peter.
OSBORN
I know this has been a hard time
for you, but try to enjoy this day.
Commencement: the end of something.
The start of something new.
PETER
Thanks Mr. Osborn.
OSBORN
And if you ever need anything...

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Favor Harry watching his father and Peter. Harry spots M.J.
with Flash and her crowd. He moves toward her.
Flash puts his arms around M.J.'s waist, she pulls away. A
few words between them. We see her remove something from one
of her fingers, hands it to Flash. Flash is stunned, angry,
he hurls it over the crowd and stalks off. Harry sees this,
looks back over at Peter, still next to his father. Harry
moves to console M.J.

64 INT. THE PARKER HOUSE - DAY (LATE AFTERNOON) 64

Aunt May and Peter have just come in. Peter carrying his
gown, moves slowly to the stairs. Aunt May holds his diploma
and his science prize. She watches him start up.
AUNT MAY
May I fix you something?
PETER
No thanks.
She watches himr recognizes the sadness.

65 INT. PETER'S BEDROOM - NIGHT 65

Peter sits on the side of his bed. His door left ajar. In a
moment Aunt May appears at the door, knocks. Enters. She
looks at him, then puts his diploma on his desk and his
science prize on a shelf along with a few other awards.
She moves to the bed and sits beside him. Finally:
PETER
I missed him a lot today.
AUNT MAY
I know. I miss him too.
(takes his hand)
But he was there.
PETER
I just wish I hadn't —
AUNT MAY
Peter, don't start that again.
PETER
I can' t help thinking about the
last thing I said to him.
AUNT MAY
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Stop it.
PETER
He tried to tell me something
important and I threw it in his
face.
AUNT MAY
You loved him. And he loved you. He
never doubted the man you would
grow into. How you were meant for
great things. You won't disappoint
him. Or me.
She waits another moment, then squeezes his hand and gets up
Moves to the door.
She leaves quietly closing the door all the way. Peter gets
up, opens a dresser drawer, moves some sweaters out of the
way, digs all the way to the bottom of the drawer...
...where his Spider-Man costume is crumpled, the red
sweatshirt lying on top of it. The spider outline, sketched
on its front.
UNCLE BEN (V.O.)
Remember... with great power comes
great responsibility.
We HEAR the approach of what will become a GREAT ROAR.
DISSOLVE TO:

66 EXT. MANHATTAN - DAY 66

A train ROARS out of a tunnel.

67 INT. TRAIN - DAY 67

Peter sits in the train, staring at the skyline, a pile of
college textbooks in his lap.

68 EXT. MANHATTAN - DAY 68

Manhattan is in the background as the train heads into the
heart of the city.

69 EXT. DELI - DAY 69

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A ROBBER races out of a Korean deli, gun in one hand, sack of

money in the other. The GROCER chases him out, carrying a
baseball bat, the Robber turns, to shoot him, when suddenly —
— THWIP! A web-strand wraps around the gun and yanks it
sharply out of the Robber's hand. Stunned, both Robber and
Grocer turn.
A shadow disappears into the night, barely seen.

70 EXT. STREET - DAY 70

A CABBIE leans against his cab, talking to a couple other
CABBIES.
CABBIE
(heavy accent)
This is not a man. My brother saw
it building a nest in the Lincoln
Center fountain.

71 EXT. JEWELRY STORE - NIGHT 71

A POLICE CAR SCREECHES to a halt in front of a jewelry store,
siren SCREAMING. TWO COPS race up to the glass doors, which
have been smashed, the store's alarm WAILING.
The Cops suddenly look up, over the door, where they see
THREE JEWELRY THIEVES and their bag of loot caught in a web-
net, dangling from a lamppost, tied up neatly for them.

72 EXT. CONSTRUCTION SITE - DAY 72

TWO CONSTRUCTION WORKERS dangle their feet off a beam while
eating lunch.
CONSTRUCTION WORKER
Have you ever seen his face?
Neither have I. Wait until his wife
figures out he's running around in
tights.

73 EXT. DARK STREET - NIGHT 73

A WOMAN holds out her purse, huddling before a MUGGER, who's
holding a gun on her —
— until he's suddenly gone, swept up into the air by the red
and blue blur that flashes through the frame.

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Her purse falls back into frame. She scoops it up. A Note
attached reads, "COURTESY, YOUR FRIENDLY NEIGHBORHOOD SPIDER-
MAN."

74 EXT. POLICE STATION - DAY 74

A UNIFORM COP talks excitedly with a couple other Cops.
COP
Never mind the vigilante thing, you
seen all those webs he leaves all
over the city, I'm gonna site the
guy for littering.

75 INT. DAILY BUGLE - DAY 75

WHO IS SPIDER-MAN? Costumed Figure Saves Fire Victims
It's the headline of a tabloid newspaper, the Daily Bugle.
There's also a large photograph, of a burning building, and a
fuzzy, indistinct figure crawling up the side of it.
JAMESON (O.S.)
He's a criminal, that's who he is!
The paper lowers with a crumple, revealing the face of J.
JONAH JAMESON, owner of the last flattop haircut in America.
JAMESON (CONT'D)
A vigilante! A public menace!
What's he doing on my front page?
HOFFMAN, an employee of The Bugle enters the office,
interrupting the meeting Jameson is having with his city
editor, ROBBIE ROBERTSON.
HOFFMAN
Mr. Jameson, we have a page
problem.

JAMESON
We have a page problem. Shut up!
ROBBIE
He's news.
HOFFMAN
They're a major account, it can't
wait.
JAMESON
It's about to.
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ROBBIE
(ignoring Hoffman)
He saved six people from burning to
death.
JAMESON
- in a fire he probably started!
Something goes wrong and this
creepy crawler's there, what's that
tell ya?
ROBBIE
Boss, he's a hero.
JAMESON
Then why does he wear a mask? What1
s he got to hide?
HOFEMAN
We double sold page 6. Both Conway
and Macy's bought three quarters of
it.
ROBBIE
We sold out all four printings,
Jonah.
JAMESON
Sold out?!

ROBBIE
Every copy.
JAMESON
Spider-Man, page one, tomorrow!
With a decent picture this time!
Jameson turns to Hoffman.
JAMESON
Move Conway to page 7.
HOFEMAN
There's a problem with page 7.
JAMESON
Then move them to page 8 and tell
'em we'll give 'em an extra column
inch. Get out of here!
ROBBIE
Can't get a picture. I've had Eddie
on it for weeks, nobody ever gets
more than a glimpse of him.
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JAMESON
What is he, shy?! If we can get a
picture of Julia Roberts in a
thong, we can certainly get a
picture of this nut. Put an ad on
the front page! "Cash, money for a
picture of Spider- Man!" Doesn't
want to be famous?!

76 EXT. DAILY BUGLE - DAY 76

His voice continues over the exterior of the building:
JAMESON (O.S.)
Then I’ll make him INFAMOUS!

77 EXT. CHELSEA STREET - DAY 77

We're looking through the glass doors of MOONDANCE, a seedy-
looking diner downtown. Inside, we see Mary Jane Watson,
wearing a hideous orange waitress uniform, being berated by a
SURLY COOK. She punches a time clock, grabs a raincoat, and
stalks out of there.
As the doors open, a blast of NOISE and grease washes out
after her. She makes her way down the street. The guy passing
her stops, checks her out. It turns out to be Peter.
PETER
Hey!
M. J.
(doesn't look up)
Buzz off!
(keeps walking)
PETER
Mary Jane Watson?
She freezes. As if hearing her own name frightens her.
PETER (CONT'D)
(continuing)
M.J. It's me. Peter.
M. J.
(turns, lights up, pulls
her raincoat closed)
Peter!
PETER
Hi. How have you been? What are you
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doing around here?

M.J.
I live around the corner. I was...
headed to an audition.

PETER
An audition. So you're an actress k
now.
M.J.
Working steady. In fact I just got
off a job.
PETER
That's great M.J.
M.J.
Yeah, I've never been happier. It's
like they say, it's all about the
work, y'know, the work is
everything... But how about you?
How's the photography?
PETER
Great.
(beat)
Actually... I haven't done much
with it. I've been kind of busy...
PETER
Going to college...
(holds up the
classifieds)
looking for a job, saving the
world. But you! Look at you. You're
actually living the life you
dreamed about.
Suddenly, the door to the diner opens and the Surly Cook
steps out, clutching a pile of restaurant checks in his meaty
fist.
SURLY COOK
Hey, glamour girl! Your drawer's
off by six bucks!
Next time I take it out of your
check, you'll get me?
(she ignores him.)
Excuse me. Miss Watson, I am
speaking words to you. You get me?
M. J.

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Yes, Enrique, okay? I "get you,"

Enrique.
He goes back inside, BANGING the door shut behind him. M.J.
looks down, can’t look Peter in the face. By way of an
explanation, she opens her raincoat, flashes him the uniform.
M.J.
Some dream, huh? But it’s just
temporary. Few extra dollars.
PETER
Well that’s nothing to be
embarrassed about. (You think they
need a waiter?)
M.J.
Don’t tell Harry.
PETER
...Harry?
M.J.
(sees his look)
Aren't you guys living together?
We've been going out. Didn’t he
tell you?
PETER
(recovering)
Oh, yeah... right.
M.J.
I think he'd hate the idea of my
waiting on tables. He'd think it
was low.
PETER
Well, Harry never has lived on a
little planet I like to call earth.
M.J. laughs.
PETER
Probably half the people starring
on Broadway were waiters or even
dishwashers.
M.J.
How come you always make me feel
better?
He smiles. Shrugs. An awkward moment.

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M.J.
Well...
(she turns to go)
It's good to see you Peter.
(calls after her)
Maybe I’ll come down and have a cup
of your Moondance coffee some day.
(quickly)
And I won’t tell Harry.
M. J.
(looks back)
No, don't tell Harry.
PETER
(to himself)
No, I won't. I won't tell Harry.
Finally, he turns and starts off in the other_direction. He
walks alone.
PETER
Harry and Mary Jane. Wow.
(keeps walking, sad)
Don't tell Peter.

Walks on.

78 EXT. HARRY’S APARTMENT - DAY 78

A cool place in Tribeca.

79 INT. HARRY’S APARTMENT - DAY 79

The door opens. Peter enters, downhearted. He spots Norman
pacing around, speaking on a cell phone. Norman nods to him,
Peter nods back. He SEES Harry at the dining room table.
College textbooks open. Harry turns, out of sorts.
HARRY
Stormin' Norman making his weekly
inspection. Spends half of it on
the phone.
(re: open books)
Man, am I glad you're here. I need
your help, I'm hopelessly lost.
What's wrong with you? Somebody run
over your dog?
PETER
No. I, uh... I was late and Dr.
Connors fired me.
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HARRY
Late again? What is it with you?
Where d'you go all the time?
PETER
Around.
HARRY
For a completely responsible guy,
you're completely irresponsible.
Osborn hangs up his phone.
OSBORN
Peter Parker.
He turns. Norman Osborn is walking toward him, all smiles.
OSBORN (CONT'D)
Maybe you can tell me who she is.
PETER
Who?
OSBORN
This mystery girl Harry's been
dating.
HARRY
Dad...
OSBORN
I think he wants me to meet this
one, and believe me, it's the first
time that's hap-
HARRY
(sharply)
Dad.
Osborn stops, looks at Harry — what? Peter looks at Harry
too, but Harry avoids his gaze.
PETER
Sorry. Harry hasn't mentioned her.
HARRY
(to change the subject)
Hey, Pete you're probably looking
for work now. Dad, maybe you can
help him find a job?
Peter shakes his head, makes his way toward the kitchen.

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PETER
Oh, no. I appreciate it, but I'll
be fine.
OSBORN
It's no problem. I'll make some
phone calls.
PETER
No. I couldn't accept it. I like to
earn what I get. I can find work.
OSBORN
I respect that.
(making his way over to
Harry)
You want to make it on your own
steam. That's great.
(to Harry)
Interesting, isn't it, Peter is
looking for work. As in, actively
seeking, as opposed to strenuously
avoiding.
HARRY
What do you want from me? I'm
trying to keep my grades up.
Peter notices a copy of the Daily Bugle on the kitchen
counter. He picks it up, looks at the front page.
OSBORN
What other skills do you have
Parker?
Peter looks up from the front page of the Daily Bugle, which
he's been studying intently.
PETER
I'm thinking of something in
photography.
He tosses the Bugle back on the counter, where we see the
front page. ThereT s a crude sketch of Spider-Man ’ s face,
under the headline:
WANTED: PHOTOGRAPHIC PROOF
Bugle Offers Reward!

80 EXT. BANK - NIGHT 80

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A 35MM camera is suspended in the cornice on the third floor

of a building. Peering in through the lens, we see a red
light flashing.
THROUGH THE CAMERA LENS,
the words "Auto Shutter" flash in red in the lower right
corner of the frame.
We're looking through the viewfinder now, watching as THREE
BANK ROBBERS emerge from a bank, guns drawn, hostage in tow.
A dark figure swings into view and does battle with the bank
robbers. The camera on the cornice suddenly FLASHES, and in
that flash-instance, we get our first good look at —
— THE AMAZING SPIDER-MAN, in his new, improved, extremely
snazzy costume. The image freezes, changes to —

81 INT. DAILY BUGLE - NEWSROOM - DAY 81

— the resultant still photograph. A hand flips past it, to
more pictures of Spider-Man, all good shots, swinging,
flying, web-shooting. Robbie Robertson looks up, in the
newsroom of the Daily Bugle.
ROBBIE
They're good. Very good. How'd you
get 'am?
PETER
If I tell you, you'll send your own
photographer. Am I hired?
ROBBIE
It's not up to me. Mr. Jameson
hires all staff personally.
They hear SHOUTS from the office across the hall.
JAMESON (O.S.)
IS THAT WHAT I SAID?! IS THAT WHAT
I ASKED?! I SAID A PICTURE, EDDIE,
NOT AN INK BLOT! WHY THE HELL CAN'T
ANYBODY BRING ME DECENT ART ON THAT
FREAK?! GET THE HELL, OUT OF HERE!
ROBBIE
He fires 'em that way, too.
EDDIE BROCK, another young photographer, comes out of
Jameson's office. Brock is shabbily dressed.

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EDDIE
(locks eyes with Peter)
What're you looking at greenhorn?
Brock walks away. Jonah Jameson appears in the doorway shouts
after him.
JAMESON AND BROCK! WOULD IT KILL YOU TO GET A DECENT SUIT?!
He turns, sees Peter, inexplicably continues in shouting
mode.
JAMESON
WHAT?!

82 INT. JAMESON'S OFFICE - DAY 82

Jameson sits behind his desk, flipping through the
photographs. Peter is across from him, nervous, but Robbie
gives him a wink — hang in there.
JAMESON
They're crap.
(flip)
Crap.
(flip)
Crap. Megacrap. I'll give you three
hundred for all of 'em.
PETER
That seems a little low.
JAMESON
Then take 'em somewhere else.
Peter rises, starts to collect the photographs.
JAMESON (CONT'D)
Sit down. Alright... I'll give you
five hundred. That's the standard
freelance fee.
Jameson takes the photographs back and hands them to Robbie
muttering as he points to one in particular.
JAMESON (CONT'D)
Tear up page one, run that shot
instead.
Peter does a double take — page one?!
ROBBIE
Headline?
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JAMESON
Spider-Man, Hero or Menace?
Exclusive Daily Bugle photos!
PETER
Menace? Sir, he was protecting that
bank from those-

JAMESON
Tell you what, Atticus, you take
the pictures, I make up the
headlines, okay, that alright with
you?
PETER
Yes, sir. — I would like a job,
sir.
JAMESON
No jobs! Freelance. Best thing in
the world for a kid your age. Bring
me more shots of that newspaper
selling clown and I might take 'em
off your hands. Come on, get out of
here, I got deadlines.

MONTAGE:

83 EXT. NONDESCRIPT BUILDING - NIGHT 83

We see a web. A camera flashes.

84 INT. BUGLE - DAY (LATE AFTERNOON) 84

Jameson, Robbie and Peter in Jameson's office. Robbie hands
Jameson a front page mock-up with a photo of Spider-Man in
action. The Headline reads:
NY CHEERS COSTUME HERO
Jameson frowns. Crosses out "CHEERS" writes in "ETARS,"
crosses out "HERO" writes in "COWARD." Holds up the paper.
Headline now reads:
Peter sees it. NY FEARS COSTUME COWARD

85 INT. JAMESON'S OFFICE - DAY 85

Peter brings in an envelope, hands it to Jameson who opens
it. More Spider-Man photos.
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86 INT. BUGLE - ANOTHER DAY 86

Robbie hands Jameson another newspaper mock-up with a Spider-
Man photo on the front page and no headline..
ROBBIE
Headline?
JAMESON
(thinking)
"Spider-Man: Super-Hero or Super-
Zero?"
Peter reacts.

87 INT. BUGLE - ANOTHER DAY 87

Robbie, Peter, Jameson. A newspaper is lowered to his desk.
Close shot - The headline shouts:
"BIG APPLE FEARS SPIDER BITE!"
Pull back — all.
PETER
Why are you so hard on him? He's on
the side of the law.
JAMESON
He thinks he is the law. There's no
place in this society for vigilante
justice. Once one person takes the
law in his own hands, it's anarchy.
PETER
(growing dissatisfaction
of Spider-Man photos &
headlines)
Mr. Jameson. How about an
assignment. I'd like to shoot
something other than Spider-Man.
JAMESON
No, you just keep doing what you're
doing.
ROBBIE
J. J., we need someone to cover the
World Unity Festival. Let's send
Peter.
JAMESON
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World Unity Festival! Another epic

display of OsCorp self-
aggrandizement. Fine, send him, but
I never said you have a job! Meat!
I'll give you a box of Christmas
meat! Best I can do! NOW GET ME
MORE PICTURES!

88 EXT. OSCORP CORPORATE HEADQUARTERS - DAY 88

A sprawling high-rise adorning the Manhattan skyline.

89 INT. OSCORP BOARD ROOM - DAY 89

Norman Osborn sits at the head of a long table in the OsCorp
board room, concluding a meeting. The cat who ate the canary.
OSBORN In addition, we've secured three major new government
contracts and I' m pleased to announce that as of today,
OsCorp Industries has surpassed Quest Aerospace as the
principal supplier to the United States military. Ixi short,
ladies and gentlemen of the board, costs are down, revenue is
up, and our stock has never been higher.
Simultaneously, they all close the leather-bound folders that
were open in front of them. Balkan sits forward.
BALKAN
That's wonderful news, Norman.
(clears his throat)
In fact, it's the reason we're
selling the company.
OSBORN
What?!
BALKAN
It took us ALL by surprise, but
Quest Aerospace is recapitalizing
in the wake of the bombing.
OSBORN
Fargas, what the hell's going on
here?
Fargas doesn't respond.

BALKAN
Quest is expanding and they've made
a tender offer we can't ignore.
OSBORN
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Why wasn't I told about this?

BALKAN
The last thing they want is a power
struggle with entrenched
management...
FARGAS
They want you out, Norman. The deal
is off if you come with it. The
board expects your resignation in
thirty days.
OSBORN
You... can't do this to me, I built
this company.
(to Fargas)
Max... please...
Norman quickly scans the faces of the hostile board members.
FARGAS
The board is unanimous. I’m sorry.
We're announcing the sale right
after the World Unity Festival.
BALKAN
You're out, Norman.
OSBORN
(Oh, yeah?)
Am I.

90 EXT. TIMES SQUARE - DAY 90

An enormous, multi-colored globe stands over Times Square,
today the site of World Unity Festival, a festival of healing
and unification.
ON THE STAGE
Macy Gray entertains the crowd with a soulful renditiSfc-'of
"Why Didn't You Call Me."
IN THE STREET
Peter Parker works his way through the crowd taking pictures.
Through the lens he spots a YOUNG MfiN reading the Daily
Bugle. Peter focuses on the headline which reads—
"Big Apple Dreads Spider Bite!"
Peter lowers his camera, shakes his head.
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He takes in the spectacle before him, continues working his

way through the crowd taking pictures.
Giant balloons float in the air. Thousands are in attendance
here, the vibe is sweetness and light.
A MOTHER buys her seven year old boy, BILLY, some cotton
candy. Five stories up, a balcony on one building has been
converted into
A REVIEWING STAND,
buttressed by two Hercules statues, one at each corner, which
appear to be holding the reviewing stand aloft.
All this under a large banner which reads "OSBORN INDUSTRIES
WELCOMES YOU TO THE 3RD ANNUAL World Unity Festival."
NINE ANGRY MEN AND WOMEN, the OsCorp board of directors, sit
in a row in suits and ties, chatting up other DIGNITARIES.
Balkan and Fargas are smiling, but it's sorta gruesome.
Harry is fixing a UNITY DAY pin to M.J. He stands back to
study her.

HARRY
Perfect. Except how come you didn't
wear the black dress? I wanted to
impress my father. He loves black.
M.J.
Maybe he'll be impressed, no matter
what? You think I'm pretty.
HARRY
Of course I do. You're beautiful.
ANGLE ON PETER IN THE STREET,
Peter raises his camera, squeezes off a few shots.
THROUGH HIS LENS,
Peter scans the balloons, the floating streamers, comes to a
Hercules statue. He tilts his camera up the statue'a torso,
rising up, to the balcony's edge, up past Harry and M.J., up
further...
He sees Harry put his arm around M.J., leans in for a kiss.
Time slows down, Harry's mouth approaches M.J.'s, the worst
is about to happen, but at the last second —
— M.J. turns, giving Harry cheek when he wanted lips.

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ON THE STREET,
Peter whips the camera down, pumps a fist in the air. Hope!
Harry, his cheek turned, is looking down at the street. He
sees Peter, who looks back up and sees Harry. They each see
each other seeing each other. Harry, caught in the act.
ON THE REVIEWING STAND
Harry averts his gaze from Peter, puts his arm around M.J.,
ushers her away.

ON THE STREET
Peter's expression suddenly changes, completely, his eyes
widen. We leap outside him as —
HIS SPIDER-SENSE
goes off, slowing everything to a crawl. Spidey P.O.V. races
all around him., searching the crowd for any sign of danger,
but finding nothing.
BACK ON THE STREET,
things return to normal speed. Peter looks around, puzzled.
ON THE REVIEWING STAND,
Harry leads M.J. through the balcony crowd, spots Balkan and
Fargas, walks up to them.
HARRY (CONT'D)
Have you seen my father?
The two board members share an uncomfortable look.
FARGAS
I'm not sure he'll be joining us.
Balkan and Fargas turn, hear something. So do the others
around them. It's a high-pitched WHINING sound. Harry and
M.J. look for the noise, make their way to the balcony edge.
ON THE STREET,
Peter is really going crazy, certain there's a problem
somewhere, but not sure what it is. He looks up.
IN THE SKY,
something darts in and out of the clouds, something small and
very, very fast.
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ON THE REVIEWING STAND,

Fargas is squinting up into the sky, at the source of the
whining.
FARGAS (CONT'D)
What is that?
Balkan joins him.
BALKAN
Must be new this yeax.
He raises a pair of binoculars.
BALKAN (CONT'D)
What the devil! Is that our wing?
IN MID-AIR,
we're flying, a first-person shot. A deranged CACKLE echoes
over the whine of a jet-engine turbine.
ON THE STREET,
whatever-it-is comes through for another pass, lower this
time. But it passes so fast, zigzagging through the floats,
that we can't really get a handle on it.
ON THE REVIEWING STAND,
Balkan and Fargas look troubled. But the crowd APPLAUDS, all
smiles. They like this bit.
IN MID-AIR,
whatever-it-is curls up into the sky, banks and hovers,
turning right toward the reviewing stand.
From behind it, we see that it's a figure atop a flying
thing, and the figure reaches down to his belt and detaches
some kind of device, the size of a softball, with vertical
bulges like those on a pumpkin. As he raises the device, we
get our first look at...
THE GREEN GOBLIN!
He's clad in a form-fitting dark green suit densely layered
with complicated circuitry, a suit we have seen before, in
the OsCorp lab. Over his face he wears a grotesque, green
demonic mask, and he has both legs astride a small flat
flying wing, big enough for one — also the one we saw in the
lab.

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The Goblin CACKLES, a hideous laugh that echoes over the

street.
ON THE STAGE
Macy Gray, her background singers and dancers stop
performing, look around. Weren' t informed regarding this
part of the "show."
And the crowd CHEERS! They love this guy!
The Goblin twitches and banking and plummeting — the Glider
responds immediately, — straight down toward the reviewing
stand.
The Goblin detonates the device he holds (a pumpkin bomb) and
hurls it toward one of the Hercules statues.
KA-BOCM! Hercules crumbles. The reviewing stand begins to
collapse, lurches lower, sways, V.I.P.s topple, M.J. is
thrown forward, Harry backwards.
Debris showers the pavement below, nearly crushing terrorized
CITIZENS.
ON THE STAGE
Ms. Gray' s security guards rush in, cover her, escort her to
safety.
ON THE STREET,
Peter elbows his way through the crowd and takes off toward
the mouth of an alley.
ON THE REVIEWING STAND,
there is a shudder, a CRACK and the entire stand drops a few
feet. M.J. is splayed precariously on the dangling balcony
balustrades.
Harry gets to his feet, goes to her. But his weight causes
the balcony to shift.
Hercules CRACKS yet again. M.J. is tossed further to the
outer edge of the balcony.
THE GREEN GOBLIN
soars upward. Takes another pumpkin bomb from his pouch and
hurls it.

ON THE REVIEWING STAND,

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the bomb lands with a THUNK, bounces to a stop right in front

of the members of the OsCorp board. The bomb WHIRS a few feet
into the air, and then —
ZAP-FLASH!
It explodes in a brilliant orange, so bright and searing it
irradiates half a dozen members of the board, turning them
into X-ray images.
SCREAMS everywhere. They don't love this guy anymo£e|
The blast's concussion causes the balcony to again. Now M.J.
is really in trouble.
o Harry crawls over to her... blinking to get the spots from
his eyes, he reaches out his hand.
M.J. reaches out her hand to him, when —
THE GREEN GOBLIN
rises up behind her, on his Glider. Malefic grin. M.J. turns
to him, SHRIEKS.
The Goblin lets out a blood-curdling CACKLE , revels in the
mayhem unfolding, but cuts it short, hesitates, hearing
something. He turns and
THE AMAZING SPIDER-MAN!
swings down from a building above and (ROW!) smacks right
into the Goblin, knocking the villain clean off his Glider.
The Goblin plummets, from six stories up, except that he
lands on one of the passing floats, bounces off it, makes a
nifty mid-air twist —
And crashes feet first into a large tent below, which breaks
his fall.
IN MID-AIR,
the Glider comes sailing down after the Goblin, as with a
homing device. It SMASHES through the globe replica, which is
knocked off its perch, and comes out the other side, heading
for the Goblin.
SPIDER-MAN
clings to the side of a building, overlooking the chaos. His
eyes zip over to —
THE REVIEWING STAND,
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where M.J. is in big trouble. But then there are SCREAMS, and
his eyes zip over the other way, to where the globe replica
has begun to roll —
ON THE STREET
— crushing everything in its wake. And headed straight for
Little Billy, who stares in frozen shock as it heads right
for him. His Mother SCREAMS.
ON THE BUILDING,
Spider-Man fires a web at a billboard high atop a nearby
building.
AND SWINGS
in a huge arc. Straight for Billy. He sweeps the child up,
just as the globe rolls past, stamping out parking meters
like matchsticks.
THE GREEN GOBLIN
is on the ground, stuck in the tangle of the collapsed tent
and surrounded by COPS, whose guns are raised.
GREEN GOBLIN (CONT'D)
I surrender! I surrender! Media
violence made me do it!

The Cops hesitate, and in that moment the Goblin leaps,

inhumanly, into the thick of them. They go after him, piling
on, in a blizzard of flashing nightsticks.
NEARBY,
Spider-Man swings to the ground, depositing Billy in the arms
of his Mother. He looks over, to where the Cops have
blanketed the Goblin, fists flying.
But with a shocking burst of strength, the Goblin hurls the
Cops off him, and they go flying in all directions.
Spider-Man makes a leaping run, he hand-springs, somersaults,
vaults himself in the air, and lands on his feet in front of
the Goblin.
GREEN GOBLIN (CONT'D)
How dare you interfere with me!
What do you want?!

SPIDER-MAN
World peace. But I’ll settle for
your chin.
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 79.

And he sends a FIST into the Goblin's chin.

The Goblin flies across the street, crashing into a brick
wall. Spider-Man comes at him again, with another haymaker —
— which the Goblin catches in one gloved hand. Stopping it.
GREEN GOBLIN
See what I did there?
And now it's his turn to throw a massive punch.
Spider-Man goes ass over cart and into a lamppost, elbows
smashing through an ice cream.
The Goblin touches something on his wrist and a moment later
his Glider comes whizzing down, right behind Spider-Man, who
leaps and over it at the last second.
The Goblin jumps on the Glider, CLICKS his boots into the
wings, and he's off, into the sky.
IN MID-AIR,
the Goblin banks left, turns back. He hits a button and small
machine guns appear from the Glider's tips.
ON THE REVIEWING STAND,
Harry reaches for M.J. but she's out of reach, still trapped
on the reviewing stand. She tries to climb to safety as it
sways, CRACKS like ice in springtime. Rivets POE.
IN MID-AIR,
the Goblin FIRES at Spider-Man, raking the ground around him
with bullets.
Spider-Man fires a web up to an enormous Rasta Man float. And
he swings up, out of the gunfire’s path, up and over the top
of the float as the Goblin disappears into the sky.
FROM SPIDER-MAN’S P.O.V.
we see M.J. on the crumbling balcony, imperiled. A procession
of floats hover between her and Spidey.
So Spider-Man leaps. A super junp, a tuck and roll, and he
leap frogs from float to float, one, two, three. He makes his
final leap for the balcony when—
IN MID-AIR,

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 80.

The Goblin zooms in behind Spider-Man, wraps him in a bear

hug and drives him into the building above the balcony. Glass
and debris rain down.
ON THE BALCONY

Harry is struck in the head by a chunk of debris. His knees

buckle and he crashes to the floor, unconscious.
IN MID-AIR
The combatants trade blows. The Goblin rears back, delivers a
crushing elbow to Spidey’s jaw, sending him plummeting toward
the balcony.
ON THE BALCONY
Spider-Man, glass and chunks of the building come crashing
down near M.J. causing her to roll out, to the very edge. She
is saved by the balustrades, which break her fall. M.J.
watches as debris crumbles, falls five stories.
Spider-Man is just about to move toward M.J. when the Goblin
appears, rising up out of nowhere, HOVERING right over them.
He whirls toward Spider-Man. A weapon HUMS up out of the
Glider, points at Spider-Man.
Spidey shoots a web, it SPLATS over the Goblin's face,
obscuring his vision. A laser beam BLASTS into the wall next
to Spidey.
Spider-Man reaches up into the Glider and pulls out a handful
of wiring from underneath the wing.
The Goblin takes off, clawing the webbing out of his face,
the Glider smoking and sputtering. Safe!
No, not safe! The building ledge finally crumbles and she
falls, SCREAMING!
IN MID-AIR,
Spider-Man dives down after her, straight down, trailing a
web behind him. He catches M.J. just short of the street, the
web pulls taut, and they bounce back up just before hitting
the pavement, like at the end of a bungee jump.

They sail back up into the air, just as the balcony finally
collapses behind them.

91 EXT. COLLAPSING BALCONY 91

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 81.

Harry wakes. He's at the edge of the balcony and just then he
sees Spider-Man swinging away with M.J.

92 EXT. STREET -NDAY 92

They SWOOSH by overhead. A CABBIE exits his cab, points,
watches the duo swing away.
CABBIE CABBIE (ALT.)
What the hell’s that? Look, it's
Superman.
IN MID-AIR

Spidey and M.J. swing through the spectacular canyon of

skyscrapers, she works up the nerve to ask him:
M.J.
Who are you?
SPIDER-MAN
You know.
M.J.
I do?
SPIDER-MAN
Your friendly neighborhood Spider-
Man.

93 EXT. ATOP ROCKEFELLER CENTER - THE GARDENS 93

Spider-Man lands gracefully, deposits her gently on the
grass, where two YOUNG LOVERS are making out on a bench.
SPIDER-MAN
Don't mind us. She needs to use the
elevator?
Jaws drop. Spider-Man turns and leaps off the edge of the
building, throwing in a double somersault before shooting out
a web. Breathless, M.J. watches him swing away into the city.
M.J.
Spider-Man...
OMIT

94 EXT. HARRY'S APARTMENT - NIGHT 94

A tenant walks out, hails a cab.
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 82.

95 INT. HARRY APARTMENT - NIGHT 95

The door opens. Harry enters with cell in hand. He's in a
panic. Peter at window drinking a glass of milk.
HARRY
Pick up! Pick up! If somehow you
get this, call me right away.
(hangs up, sees Peter -
he's manic)
Pete! Oh, man, I'm glad you're
here. Any word? Has she called?
PETER
Not yet. She will.
HARRY
She will? How do you know, you
don't know that.
PETER
Feeling I have. You okay? How's
your head?

HARRY
They patched it up, it's nothing.
Where did. he take her? What would
he do to her? Thank God my father
wasn't there. That whole scene,
where'd that thing come from? What
was it?
(re Peter’s glass)
What is that? Milk?
PETER
Uh huh, got milk.
HARRY
Why aren't you worried?
PETER
(remembering)
Oh. Right. I am worried.
HARRY
I've put it together. Spider-Man
knows she's my girlfriend. He'll
want a ransom from my father.
PETER
(cocks his head)
Really? What could he get?
The PHONE RINGS. Harry picks it up.
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 83.

HARRY
Hello?
M.J. (V.O.)
(in a state of bliss)
Hi ya.
HARRY
Oh, thank God!
(to Peter)
It's her.
(to phone)
Where are you? Are you alright? Did
he hurt you?
M.J. (V.O.)
Ohh, noo. He was incredible,
HARRY
He was what? What do you mean he
was incredible?
Peter reacts. Smiles.
M.J. (V.O.)
Oh, I don't know. You know.
HARRY
Are you sure you're alright? Are
you drugged? Where did he take you?
M.J. (V.O.)
To a beautiful roof garden.
HARRY
To a roof garden?
M.J. (V.O.)
Have you ever been there? You
should go.
HARRY
No, I've never beenthere, listen,
I’m coming over.
M.J. (V.O.)
Why?
HARRY
Because you need to tell me
everything, that’s why. And what
did you mean by incredible?
M.J. (V.O.)
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 84.

I’m going to sleep now.

HARRY
Well, then, call me in the morning.
Are you sure you're feeling
alright?
M.J. (V.O.)
(still blissed)
Incredible.
HARRY
STOP SAYING THAT! Call me when you
wake up, we'll go for breakfast and
I'll buy you something beautiful...
M.J. (V.O.)
Why?
HARRY
Because I want to, it'll make you
feel better.

M.J. (V.O.)
G'night.
HARRY
Alright, g'night, get some sleep,
uh, sleep tight, don't let the-----
-
She hangs up. One of those sloppy hang ups, a good three
seconds for the receiver to set down.
HARRY
(he hangs up)
She’s still a little rattled.
Peter tips his glass of milk back, head back, finishes it to
the last drop. Milk on his lip.
PETER
At least she’s alright.

HARRY
Look...about M.J. I know that was a
picture you didn’t want to take.
PETER
I didn’t take it.
HARRY

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 85.

I know I should've told you about

us, but you have to understand, I'm
crazy about her.
PETER
We're friends . You didn't have to
lie.
HARRY
I always knew you wanted her for
yourself, but you never made a
move.
PETER
I guess I didn't.
HARRY
Look, I’m going to get some sleep.
How about you?
PETER
I think I’ll look out at the
skyline. I’d like to pray for those
people who died.
HARRY
What was that thing that killed
them? It happened so fast.
PETER
I don’t know. But somebody has to
stop it.
HARRY
Right. Well... I'll pray in the
bedroom.
He hesitates, then moves into another room. Peter moves to
the window and looks out at the night sky, the skyline. The
terror that lurks.
THE DAILY BUGLE
has a front page picture of Spider-Man and the Green Goblin,
doing battle atop the Goblin Glider, next to the headline:
TIMES SCARE! Spider-Man, Green Goblin Terrorize City!
We tilt up from the paper to see —

96 INT. OSBORN'S APARTMENT - ENTRY HALL - DAY 96

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 86.

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

standing in the still-open doorway of his apartment.
He's dressed in rumpled clothes from last night, he must have
slept in them. He's disheveled, bags under his eyes, looks
like hell.
And there1 s this headline. He looks back down at it,
uncomprehending, searching for meaning.
ON THE FRONT PAGE,
we zip down to a box at the bottom of the page, where there's
another, less prominent headline:
OsCozp Board Members Killed
IN THE APARTMENT,
Osborn rubs his head, trying to make sense of it. He's
starting to sweat. He SLAMS the door —

97 INT. ENTRY HALL - DAY 97

— and staggers away, across the entry hall. Somewhere, far in
the distance, he hears a faint CACKLE.
He stops, looks around. Where the hell did that come from?
Frightened now, he lurches across the foyer and up the
stairs.

98 INT. NORMAN'S STUDY (MASK ROOM) - DAY 98

Osborn enters his study, paper in hand.
OSBORN
Somebody there?
(looks around room, to
balcony, silence)
Of course not.
He moves to a small table, whisky decanters. Hands shaking,
pours a shot, raises it to his mouth.
GREEN GOBLIN (O.S.)
Stop pretending, Norman...
He turns around, looks up sharply, the wobbling glass still
in his hand, his face dripping, terrified. The VOICE —
mirthful, other-worldly, we've heard before, it's The Goblin.
Osborn stumbles to the middle of the room.

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 87.

OSBORN
Who said that?
GREEN GOBLIN (O.S.)
(his demonic monotone)
Don't play the innocent with me.
You rve known all along.

OSBORN
Who are you?
GREEN GOBLIN
Follow the cold shiver that's
running down your spine. Look, I'm
right here.
Norman turns to the mirror.
OSBORN
I don't understand.
GREEN GOBLIN
Did you think it was coincidence?
So many good things... all
happening for you... all for you,
Norman.
OSBORN
What do you want?!
GREEN GOBLIN (O.S.)
Tb say what you won't... to do what
you can't—
(shows Osborn paper in
mirror)
—to remove those in your way.
OSBORN
(holds paper, studies it)
The board members! YOU killed
them?!
GREEN GOBLIN (O.S.)
ME killed them...
OSBORN
Oh, God! My God!
GREEN GOBLIN (O.S.)
Stop mewling... You sicken me...
you ooze weakness...
OSBORN

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 88.

I'm not a murderer, I'm a

scientist, a respectable
businessman. The police.
Norman scurries over to the phone, reaches for it—
—but The Goblin beats him to it.
GREEN GOBLIN (O.S.)
(shrieking)
HYPOCRITE! LIAR!
The Goblin rears back, heaves the phone toward the balcony.
Norman watches it fly through the air, sees The Goblin, now
standing on the balcony, duck as it zips past his head. The
Goblin stands there, looking down on Osborn.

GREEN GOBLIN (CONT'D)

Now shut up and listen! Try to
understand the beauty of all this.
YOU are now in full control of
OsCorp Industries. Your greatest
wish, granted by me. Say thank you.
Osborn thinks, takes everything in.
OSBORN
Hnnnm. And then what?
GREEN GOBLIN (O.S.)
We'll eliminate your rivals. OsCorp
will become the most powerful
military supplier in history.
You'llhave limitless wealth.
Presidents and Kings will court
your favor. So don't be shy. Take
what you've always wanted. Power.
The weak will serve you. The world
will be yours and mine. Yes. You
and I, we can have a hell of a
time.
Osborn lurches to his chair.
OSBORN
I suppose the damagehas been done,
right?
GREEN GOBLIN
Yeah.
OSBORN
Can we do it alone?

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 89.

GREEN GOBLIN (O.S.)

There's only one who could stop us.
OSBORN
(a better thought)
Or... be our greatest ally.
GREEN GOBLIN
Exactly! We need to have a little
chat with you know who.
OSBORN
But how do we find him?
With that he snatches up the Bugle from the table top, looks
at the front page picture of Spider-Man and the Goblin.

99 INT. JAMESON'S OFFICE LATE - DAY 99

JAMESON
(finishing the sentence)
"The Green Goblin."
Jonah Jameson is in his office, chewing a cigar and admiring
the front page of his newspaper. Peter Parker stands
opposite. (On the wall behind Jameson is a framed photograph
of a handsome astronaut.)
JAMESON (CONT'D)
You like that? Made it up myself.
Ever since Spider-Man, they all
gotta have a name. HOFFMAN!
Call the patent office and
copyright the name Green Goblin! I
want a quarter every time somebody
says it!
PETER
Spider-Man wasn’t terrorizing the
city, he was trying to save it!
It’s slander!
JAMESON
I resent that! Slander is spoken!
In print it's libel.

He tosses his cigar over his shoulder, out the window behind
him.
PETER
You don't trust anybody, that's
your problem, Mr. Jameson.

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 90.

Peter walks out of his office. Jameson yells after him.

JAMESON
I trust my barber! What are you,
his lawyer? Let him sue me and get
rich like a normal person! That's
what makes this country-
His cigar flies back through the window and lands on his
desk. Jameson looks at it, puzzled, turns around —
— and THE GREEN GOBLIN SMASHES through the window frame. He
grabs Jameson by the throat with one hand and scoops him up
off his feet, his glider hovering over the floor of the
office.

100 INT. NEWSPAPER OFFICE OUTSIDE JAMESON'S OFFICE - LATE DAY 100
Peter' s eyes pop wide as he looks into Jameson's office.
Secretaries, reporters and other Bugle employees scurry about
to escape the mayhem. Peter quickly ducks into the hallway.

101 INT. JAMESON'S OFFICE LATE - DAY 101

The Goblin's grip remains firm on Jameson's throat.
GREEN GOBLIN
Who's the photographer who takes
the pictures of Spider-Man?! I need
to talk to him about his favorite
subject. Where is he?
JAMESON
He's a free-lancer, I don't know
who he is! His stuff comes in the
mail.
GREEN GOBLIN
You're lying.
JAMESON
(choking)
I swear!
GREEN GOBLIN
This is your last chance!
JAMESON
Please... air... stop...
SPIDER-MAN (O.S.)
Hey.
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 91.

The Goblin whirls. Spider-Man hangs upside-down in the

window.
SPIDER-MAN
I wear the tights in this town.
GREEN GOBLIN
Speak of the devil.
He lets go of Jameson, who drops to the floor in a heap,
gasping for air.
JAMESON
I knew it! You and Spider-Man are
in this together! I knew that creep
was-
THWIP! A bunch of webbing SPLATS across Jameson's mouth,
shutting him up.
SPIDER-MAN
Hey Kiddo, let Mom and Dad talk for
a minute, will you?
The Goblin points his glove at Spider-Man and sprays gas
directly from it, into Spidey's face. Everything goes black.

102 EXT. DAILY BUGLE - LATE DAY 102

Spider-Man, unconscious, tumbles from what used to be
Jameson's window and plummets toward the ground below.
Right before he meets his demise, The Green Goblin 3woops in,
catches Spider-Man and zooms away.

103 EXT. MIDTOWN ROOFTOP - NIGHT 103

Spider-Man is regaining consciousness on the roof of a tall
building in midtown. The Goblin Glider nearby, the Goblin
standing next to it in the shadows. Spidey tries to move.
GREEN GOBLIN
Relax.

Spider-Man struggles, drags himself to a sitting position,

against an abutment. Feels like he weighs a thousand pounds.
GREEN GOBLIN (CONT'D)

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 92.

My hallucigen gas slowed your

central nervous system to a crawl,
just for a few minutes. Long enough
for us to have a talk. Don't worry,
I didn1t remove your mask. I'll
respect your
privacy, for the moment anyway.
Because I respect you.
SPIDER-MAN
(fighting to be alert)
Who are you?

GREEN GOBLIN
A kindred spirit. A fellow
traveler... You've changed and now
you want someone to tell you what
to do, who to be. And there's no
one who could possibly
understand...
(leans in)
...except me.
Spider-Man looks down, at his hand. He can raise a few
fingers, but they’re trembling.
GREEN GOBLIN
They call us freaks. But we're not
less them human, we are more than
human.
SPIDER-MAN
I’m not like you. You're a
murderer.
GREEN GOBLIN
Well... to each his own. I chose my
path. You chose the way of the
hero. And they found you amusing
for a while... the people of this
city. But the one thing they love
more them a hero is to see the hero
fail, fall, die trying. The truth
is people don't like heroes. Who
wants an example you can never live
up to? Take my word for it... in
spite of all you've done for them,
eventually they will hate you. Read
the headlines.
In spite of himself, Spider-Man is listening.
GREEN GOBLIN

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 93.

We are who we choose to be, but a

day will come when you must ask
yourself, did I choose wisely — why
am I risking my life for ungrateful
fools?
SPIDER-MAN
Because it’s right.
The Goblin circles Spider-Man.
GREEN GOBLIN
Right? Wrong? Capital R, capital W?
You're young, aren't you? You
believe in truth, beauty,
professional athletes as role
models. Well here's the real truth.
There are fourteen million people
in this city, and those teeming
masses exist for the sole purpose
of lifting a few exceptional people
onto their shoulders. You, me, we
are exceptional. I had problems,
but I used my God given powers and
poof, those problems vanished.
Spider-Man stares. He's thinking...
GREEN GOBLIN
Imagine what we could accomplish
together. What we could create.
(loving this)
OR... we could destroy, cause the
deaths of countless innocents in
selfish battle, again and again.
And again, until we both are dead.
He summons his glider. Hops aboard. Looks at Spider-Man.
GREEN GOBLIN
Think about it, hero.
He cackles and shoots off into the night.

104 EXT. MANHATTAN - DAY 104

The sun rises over the Manhattan skyline.

105 EXT. STREET CORNER - DAY 105

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 94.

A Daily Bugle truck motors tip to a newspaper stand. A

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

106 EXT. MIDTOWN BUILDING - NIGHT 106

Peter leans against the wall of a midtown television studio.
He' s glum. He's staring at a line of newspaper vending
machines across the sidewalk. Each displays the headline:
"Spider-Man, Time for a Bug-Free City!"
Mary Jane Watson comes out the side door of a television
studio. As it SLAMS behind her, a little too hard, she turns
and looks at it, notices the sign that says "ARTISTS ONLY."
She laughs bitterly to herself, starts walking away. Peter1s
been waiting.
PETER
Hey!
M. J.
(turns)
Hey.
PETER
How was the audition?
M. J.
How'd you know?!
PETER
The hotline. Your mom told my aunt
told me. We have no secrets from
each other.
M. J.
So you just came by?
PETER
I was in the neighborhood. I needed
to see a friendly face. Took two
buses and a cab to get in the
neighborhood, but...
M. J.
They told me I need acting lessons.
A soap opera told me I need acting
lessons.

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 95.

A light rain starts to fall.

PETER
I'll buy you a cheeseburger. Sky1s
the limit, up to seven dollars and
eighty-four cents.
She laughs. She smiles. But:
M. J
I'd like a cheeseburger, but I'm
going to dinner with Harry. Come
with us.
PETER
No thanks.
(a beat)
So how's it going? I mean, with you
and, nevermind, none of my
business. It's not? Why so
interested?
PETER
I'm not, am I interested?
M.J.
You're not?
PETER
Well... why would I be?
M. J.
I don't know. Why would you be?
PETER
Y'know... just... I don't know.
She smiles.
M. J.
Sorry you won't come with us.
It's raining harder.
M.J. (CONT'D)
Gotta run.
(runs)
Disappointed yet again, confused.
Did she want him to confess his
love?
But he's suddenly jostled by FOUR PUNKS, walking past him
from behind, bumping into him.

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 96.

PETER
'Scuse me.
They ignore him, keep walking in M.J.'s direction. Peter
turns, walks away. Then turns back, furrows his brow.

107 EXT. DARK STREET - NIGHT 107

From high above, we see M.J. turn a corner onto a dark
street. The Four Punks catch up, surround her. They stop to
admire her, heckle her, she says something to them... Now
they're pissed. And Punk #1 goes for her purse.
DOWN ON THE STREET,
M.J.'s no pushover, she’s mixing it rip with them. She shin-
kicks Punk #1, elbow-jabs Punk #2, punches Punk #3 and maces
Punk #4 with the cannister that dangles from her keychain.
M.J.
What are you guys, from out of town
or something?
Now they're really pissed. And bigger. And there's four of
them. M.J. is shoved into a wall, and Punk #1 SNICKS open a
knife. It looks bleak.

Suddenly, THWIP-WRAP! all four Punks are slammed together as

if lassoed, and they go flying up, out of frame.
M.J. stands, slack-jawed, staring in wonder at something we
can't see. Then, suddenly, she leaps out of the way as —
— Punk #1 comes flying back and SMASHES through a window next
to where she was standing. Punk #2 SMACKS up against a brick
wall, Punk #3 flies through another window and Punk #4 goes
barreling into a trash can. They lie about on the ground,
either unconscious or with the good sense to fake it.
M.J. walks forward, staggered, and as we come around behind
her, we see what she sees.
Spider-Man stands in the shadows, breathing hard after his
exertions. She looks at him, can't make him out in the inky
darkness. But we get closer to him — and he's not wearing his
mask! Didn't have time to put it on.
Peter fumbles for it, pulls it from his waistband. But
hesitates, knowing she can't see him fully.
PETER
You have a knack for getting in
trouble.
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 97.

M.J.
You have a knack for saving my ass.
I think I have a superhero stalker.
She walks closer. He retreats, further into the shadows,
still no mask.
PETER
I was in the neighborhood.
She stops, squints at him. She's heard that before, and
recently. Does she suspect?
M.J.
You are amazing...

She's almost to him now — so Peter pulls the mask on.

SPIDER-MAN
Some people don't think so.
M. J.
But you are.
SPIDER-MAN
Thank you.
He leaps up, onto the wall above her, clinging there upside-
down. She steps up underneath him. He's right at lip height.
M. J.
Do I get to say thank you this
time?
She puts her hands on his mask... and starts to lift it.
Spider-Man is paralyzed, can't stop her.

SPIDER-MAN
Wait...
But she doesn't lift it all the way up. Just so his mouth is
exposed. And she kisses him. That is, she kisses him, rain
streaming down both their faces and over their parted lips.
She pulls back. Touches his lips with her fingertips.
M.J.
That's so you'll remember where
your mouth is...
She replaces the mask, tenderly. Spider-Man hesitates, then
scampers up the wall and out of sight. She watches him go,
eyes shining.
M.J.
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 98.

Yowza.

108 EXT. CITY SCAPE - DAY 108

"YOWZA" is HEARD again. But it’s being DISTORTED into the
SOUNDS of the sirens of fire trucks and police cars and
ambulances.

109 EXT. CITY - DAY 109

Spider-Man swings through a city corridor.
SPIDER-MAN
Help is on the way! Yowza! Yowza!
CAMERA COUNTERS Spider-Man as he swings past lens and he
heads towards a burning apartment house surrounded by fire
trucks, police cars, ambulances. A crowd is there, including
some people who have been rescued.

110 EXT. APARTMENT BUILDING - DAY 110

FEATURE a MOTHER, her two young sons holding on to her skirt,
as she, against her will, is being forced out of the building
by two FIREMEN. She fights to get back in:
MOTHER
Let me go, my baby's in there,
somebody save my baby, let me go!
FIREMAN
It's too late, lady, the roof's
ready to collapse.
The woman continues to struggle and scream.
ANOTHER FIREMAN reacts to something above.
FIREMAN #2
Hey! Up there! Look! It's him!
Above the crowd we SEE Spider-Man swinging his way to the
burning building. He disappears inside. We BOOM DOWN to—
FIREMAN
What's he doing?
FIREMAN #2
He's crazy, he hasn't a chance.
MOTHER
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 99.

Save my baby, please, please!

They wait. The building continues to bum. There is a loud
CREAKING noise as the roof starts to collapse.
MOTHER
NOOOOOOOOO!!!!!
THROUGH A SMOKY, FIRE-ENCASED WINDOW, Spider-Man swings out,
cradling a web-encased parcel. Behind him, a tremendous
fireball. He descends towards CAMERA.
VOICES
He's alive! He's got the kid! I
don't believe it!
The crowd applauds. Spider-Man drops into view, landing at
the feet of the mother and her two boys. He still holds the
parcel.
SPIDER-MAN
(extends baby)
Here's your baby.
MOTHER
(takes it)
Oh, God Bless you, Spider-Man.
Bless you, bless you.
SPIDER-MAN
(to the boys)
You children be good. Stop playing
with matches. Don't start something
you can't put out.
COP (O.S.)
Don't let him get away!
A COP bursts through the crowd, draws his gun, levels it on
Spider-Man.
COP (CONT'D)
Hold it right there. You're wanted
in connection—
OLD WOMAN (O.S.)
Hellllpppp!! Helllppppp!!
Behind the COP, a YOUNG MAN raises a finger toward the
building.
YOUNG MAN
Look! There's somebody else!

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 100.

The crowd turns, sees an OLD WOMAN barely visible through a

window dancing with fire.

The COP looks at Spider-Man, Spider-Man to the COP.

COP
I'll be here when you get back.
The COP lowers his revolver. Spider-Man leaps away.

111 INT. NEARBY SMOKY ROOM - DAY 111

Spider-Man flips through a window, lands, scans the smoky
room, fire leaping about. He sees what appears to be an OLD
WOMAN, draped in a shawl, huddled in the corner.
SPIDER-MAN
Everything's going to be okay
ma'am.
OLD WOMAN (V.O.)
Oh. Thank you sonny. You're my
hero.
SUDDENLY WE HEAR:
The CACKLE!
GREEN GOBLIN (O.S.)
What' s wrong with lighting up now
and then?
(another CACKLE)
The "OLD WOMAN" lets the shawl fall to the ground, turns.
SPIDER-MAN
(sees Goblin through
licking flame)
Goblin! YOU? You started this fire.
GREEN GOBLIN
(moving closer)
You're pathetically predictable,
Like a moth to a flame.
(then super serious)
What about my generous proposal?
Are you in, or are you out?
SPIDER-MAN
It's you who's out, Gobby.
(preparing to attack)
Out for good!!

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The Goblin reaches to his belt, hurls a razor bat at Spider-

Man who deflects it with his left arm. SNICK!
SPIDER-MAN
(pain)
AHHH!
Spider-Man looks down at his arm. A deep gash oozes blood. He
raises his arms, shoots a web to a burning beam above
Goblin's head. Spider-Man tugs on the webs sending the beam
and debris raining down on The Goblin, obstructing his view.

The Goblin throws the beams and debris aside, looks around.
Spider-Man is gone. A trail of blood leads out the window.
The Goblin' s body tenses, he howls with anger.
GREEN GOBLIN GREEN GOBLIN (ALT.)
I don't forgive and I don't
forget. It breaks ray heart.
We could have been so good
together.
SPIDER-MAN
(pain)
AHHH!
Spider-Man looks down at his arm. A deep gash oozes blood.
He shoots a "web ball," about the size of a softball, into
The Goblin's face, sending him ass over elbows back into the
wall.
The Goblin rises, determined, pissed, flicking gooey web from
his face. When his eyes clear, Spider-Man is gone. A trail of
blood leads out the window. The Goblin's body tenses, he
howls with anger.

112 INT. HARRY'S APARTMENT - DAY 112

A browning turkey is pulled out of the oven by a pot-holder.
Aunt May forks the turkey to test it. M.J., in her black
dress and apron, helps. The signs of a full Thanksgiving meal
are on the counter all around them, and the dining room table
in Harry' s apartment is set for five.
Harry is fastidiously checking the table, plumping pillows,
straightening chairs. The doorbell RINGS.
HARRY
Okay... he's here.
Mary Jane comes out of the kitchen, takes off apron.
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HARRY
You look great.
Harry opens the door. Norman Osborn stands in the hallway in
a very nice suit, dabbing sweat off his forehead with a
handkerchief. He carries a small, ribboned pastry box. Mary
Jane comes out of the kitchen.
OSBORN
Sorry I'm late. Work was murder.
Here's a fruitcake. Who's this
young lady?
HARRY
M.J., I'd like you to meet my
father, Norman Osborn. Dad, I'd
like you to meet Mary Jane Watson.
M.J.

She flashes a radiant smile. Osborn steps closer, holding out

a hand but also, unmistakably, narrowing his eyes. Studying
her.

OSBORN
How do you do? I've been looking
forward to meeting you.

M.J.
(senses badness)
Happy Thanksgiving, sir.

AUNT MAY
(moves in)
Hello Norman. We're so pleased
you're here. Where's Peter? He
better have remembered the
cranberry sauce.

Behind them, a red and blue costumed figure WHOOSHES past the
living room window, unnoticed, and lands —

113 EXT. APARTMENT BUILDING - DAY 113

— on the side of the apartment building. Spider-Man pivots
and crawls down a few floors, to his window, opens it.
IN THE LIVING ROOM, they hear the SMALL THUD, and all turn
toward his room.

HARRY
That's weird, I didn't know he was
here.

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AUNT MAY
Peter?

114 INT. PETER'S BEDROOM - DAY 114

Peter crawls across the ceiling and drops onto the floor in
his bedroom.
IN THE LIVING ROOM,

They hear a BIG THUD.

AUNT MAY
My goodness.
IN PETER'S BEDROOM,

He pulls off his mask and immediately tends to his injured,

bleeding arm. He whips around and looks at the door, wild­
eyed. He sees shapes moving through the frosted glass of his
bedroom door, hears Aunt May's voice calling to him.

He still has his mask off, holding a bundle of street

clothes.

IN THE LIVING ROOM,

Aunt May is nearly to the door, Norman, Harry, and M.J. just
behind her. She turns the handle, opens it, and they see —

IN PETER'S BEDROOM,

— nothing. The room is empty.

HARRY
Pete?

AUNT MAY
But there's nobody here...

Osborn comes in and glances around the room. Kind of a mess,

clothes and books and science equipment scattered everywhere.
But no Peter.

We look up. Peter, maskless, clings to the ceiling not three

feet over their heads. A big, fat drop of blood is oozing
from the cuts on his arm, right over Osborn's head.

OSBORN
Bit of a slob, isn't he?

AUNT MAY
All brilliant men are.
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 104.

Osborn smiles, loves that Aunt May, they turn to walk out —

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

carpet, right where he was standing. Osborn, the last in the
doorway, freezes, tilts his head at the sound. Good hearing,
man. Human Performance Enhancers will do that for you.

The others leave, but Osborn turns and walks back to where he
was standing.

On the ceiling, Spidey's eyes widen — oh no. Osborn is

directly below him.
Osborn bends down, studies the carpet. He sees the drop of
blood. Quickly, he looks up at the ceiling above him.
There's nobody there.

He turns, looks at the open window. He walks to it.

FROM OUTSIDE THE WINDOW,

Osborn leans outside and looks in both directions. Camera

pulls back to reveal Spider-Man clinging to the underside of
the ledge.

Apparently satisfied, Osborn turns and goes back inside.

115 INT. HARRY'S APARTMENT - DAY 115

The front door to Harry's apartment opens again. Peter
attempts a casual entrance, now dressed in street clothes and
carrying a brown paper bag.
PETER
Hey everyone.
(kisses Aunt May)
Sorry I took so long, it's a jungle
out there. I had to hit an o.ld
lady with a stick to get these
cranberries.
AUNT MAY
Oh, Peter. Come on everyone, let's
sit down and say a prayer.
They all move for the table. Norman reaches for the jellied
cranberry log. Aunt May slaps his hand.
AUNT MAY (CONT'D)
...and Norman...
(indicates turkey and
carving knife)
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 105.

...will you do the honors?

Norman picks up the knife. Aunt May reacts to blood on

Peter's arm.
AUNT MAY
Peter, you're bleeding!
PETER
Yeah, I stepped off a curb and got
clipped by one of those bike
messengers.

AUNT MAY
Let me see.
She pushes his sleeves up, exposing the X-shaped slashes in
his forearm.
AUNT MAY
What in the name of heavenly
glory?!
Norman Osborn's eyes widen. He recognizes those slashes!

AUNT MAY
You've got to be more careful out
there! This city has a lunatic on
every corner.
We move in on Norman, holding the carving knife, his eyes
focusing in like laser beams, staring at the distinctive cuts
on Peter's arms.
AUNT MAY
Everyone sit down. I’ll go and get
the First Aid kit. And then we’ll
say grace. This is the boys' first
Thanksgiving in this apartment and
we're going to do things properly.

OSBORN
(to Peter)
How did you say that happened?

PETER
... Bike messenger.

As Peter turns to Norman, his breathing sharpens, his eyes

widen and fill with fear, suddenly and inexplicably

HIS SPIDER-SENSE

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 106.

kicks in like crazy. Everybody around him slows to a crawl,

and his P.O.V. pivots around the room, rapidly scanning every
nook and cranny for the source of the danger that must surely
be nearby. He flips from frozen face to frozen face — Aunt
May, M. J., Norman, Harry — all friends, right?

BACK IN THE APARTMENT,

Peter pops out of his Spider-Sense, confused, drops of sweat
on his forehead, to find Osborn still staring at him.
PETER
(finishing)
... knocked me down.
OSBORN
You111 have to excuse me, I’m
afraid I’ve got to go.
HARRY
What? Why?
OSBORN
Something... has come to my
attention.
HARRY
Are you all right?

OSBORN
Fine, I’m fine. Thank you. Mrs.
Parker. Everyone.

AUNT MAY
What happened?

He strides out of the apartment, throwing one last look back

at Peter Parker.

HARRY
Dad!
IN THE HALLWAY,

Osborn leans against the wall in the hallway, eyes darting,

thinking a mile a minute. Harry comes out behind him, leaving
the door ajar.

HARRY
What are you doing? I planned this
whole thing so you could meet M.J.
and you barely even looked at her!
OSBORN
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 107.

I've got to go.

He turns, starts down the hall. Harry grabs him by the arm.
turns him around.

HARRY
Hey, I like this girl, this is
important to me!

OSBORN
Harry, please. Look at her. You
think a woman like that's sniffing
around because she likes your
personality?
HARRY
What are you saying. Dad?
OSBORN
Your mother was beautiful, too.
They're all beautiful, till they're
snarling after your trust fund like
ravening wolves.

HARRY
Dad... This girl's not...

OSBORN
(interrupts him)
A word to the not-so-wise about
your little girlfriend. Do what you
need to with her and broom her
fast.
Osborn leaves.

HARRY
What?

IN THE APARTMENT,
M.J. stands on this side of the door. Listening. Everyone
else is in the living room or kitchen. They can all hear.

M.J. turns away and grabs her coat. Harry comes back in. M.J.
storms past him.

HARRY
Where are you going?

M.J.
Thanks for sticking up for me,
Harry.

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HARRY
You heard?
M.J.
Everyone could hear that creep.
HARRY
(suddenly angry)
That "creep" is my father!
Alright?! If I'm lucky. I’ve got
the brains and the guts to become
half of what he is, so you keep
your goddamn mouth shut about
things you don't understand.

AUNT MAY
Harry Osborn!
M. J.
You're acting like somebody's
father — mine!
(as she goes)
I’m sorry. Aunt May.

She storms out of the apartment, SLAMMING the door behind

her.

PETER
Harry, go after her!
HARRY
I don't think so.
PETER
Harry, come on!

HARRY
No. I can't.
(to Aunt May)
Welcome to an Osborn Thanksgiving.
He storms into his bedroom and SLAMS the door.

PETER
Sorry, Aunt May. It looked great.

He jumps up, gives her a kiss, and hurries out of the

apartment. Aunt May, shocked at all the discord, sits at the
table alone.

AUNT MAY
We didn't even get to say grace.

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116 EXT. STREET - DAY 116

Peter hurries out of the building. Looks for M.J., sees her
sitting on a nearby step. She's crying. The chauffeur-driven
Bentley drives past. M.J. gives it the finger.
Peter stands by her. She looks up at him, mascara dripping.
She needs a hanky. He has one. Holds it out to her.
PETER
Take it.

She hesitates, takes it.

PETER
Keep it, it's yours. Got a million
of ’em. Aunt May, a dozen every
Christmas.

She laughs through her tears. She blows her nose. "Honnnk."
She laughs harder. Then starts to cry harder. He sits next to
her.

PETER
That's okay. Good cry.

M.J.
I'm sorry I acted like that, but I
couldn't stay there. Being treated
that way brings back bad stuff. I
hate being thought of as if I'm not
worth anything.
PETER
I understand.
M.J.
I know you do. Your poor Aunt May.
But I can't go back in there.
PETER
She'll be okay. She's tough. I've
never seen Mr. Osborn act like
that. I've never seen either of
them act like that.
(a beat)
But I know Harry really loves you.
M.J.
Sometimes I wonder why I ever went
out with him in the first place. I
guess because he asked me. Dumb,
black dress.

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 110.

PETER
However, you do look extremely
beautiful in it.

She looks at him, smiles at him.

M.J.
Thank you. You look very handsome
yourself tonight.
An opportunity. He could kiss her now, but he doesn't make a
move. He's more in love than ever. She puts her arm around
his shoulder. Looks off. No move.

CAMERA angles up to SEE HARRY at the window looking down.

117 EXT. OSBORN'S APARTMENT - NIGHT 117

Norman Osborn's apartment building. Nighttime, drifting

toward it. We hear a VOICE from inside. The Goblin.

GREEN GOBLIN (O.S.)

This changes everything...

118 INT. OSBORN STUDY - NIGHT 118

We see Osborn, huddled on the floor, cowering in a pool of
light at the end of the hall. He's got something in his hand.

GREEN GOBLIN (O.S.)

Spider-Man is all hut invincible...
but Parker. .. Parker is flesh and
blood... We can destroy him...
OSBORN
I can't! I've been like a father to
that boy. He the good son.
GREEN GOBLIN (O.S.)
Which is exactly what he wanted! He
came to you, the greedy, open-
mouthed, scheming little orphan...

OSBORN
He did...
GREEN GOBLIN
Plucked your heartstrings like a
master... Connived his way into
your heart, leaving no room for
Harry, your TRUE son and heir...

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 111.

Closer to him now, we see what he's got in his hand. It's the
mask he has worn as the Green Goblin. He's clutching it in
two hands, talking to it.
OSBORN
It's true... oh God...

GREEN GOBLIN (O.S.)

And now, after everything you've
done for Peter Parker, after
everything you 've taught him, THIS
is how he repays you?!
OSBORN
What have I done to Harry? What
have I done to my own son?
GREEN GOBLIN (O.S.)
Betrayal must not be
countenanced.... Parker must be...
educated.

OSBORN
What do I do?

GREEN GOBLIN (O.S.)

Instruct him in the matters of loss
and pain... Make him suffer, make
him wish he were dead...

OSBORN
Yes!

GREEN GOBLIN (O.S.)

And then grant his wish.
OSBORN
But how?
GREEN GOBLIN (O.S.)
The cunning warrior attacks neither
body nor mind...
We drift down, to the mask, which doesn't speak, of course,
that's all in Norman's head. But we continue to hear his
thoughts as we drift into its ghastly yellow eyes —
OSBORN
TELL ME HOW!
GREEN GOBLIN (O.S.)
The heart, Osborn... first we
attack his heart.

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 112.

— and the screen turns yellow.

119 EXT. PARKER HOUSE - NIGHT 119

The Parker house sits silent.

120 INT. AUNT MAY'S BEDROOM - NIGHT 120

Aunt May is getting ready for bed dressed in flannel pajamas.

She moves to a photograph of Uncle Ben on the bedside table,
touches it affectionately. Aunt May kneels by the bed. Her
knees CREAK, it's painful for her. She rests her elbows on
her bed, which is turned down for the night, folds her hands,
and closes her eyes in prayer.

AUNT MAY
Our Father, who art in heaven,
hallowed be thy name. Thy kingdom
come, thy will be done, on earth as
it is in heaven. Give us this day
our daily bread, and forgive us our
trespasses as we forgive those who
trespass against us. Lead us not
into temptation, but...
Suddenly the wall behind her EXPLODES, SHATTERED glass flying
in all directions.

Aunt May spins around, horrified, and falls to the floor. The
Goblin hovers over her and the room slowly fills with green
vapor and the horrible BUZZ of the Glider's turbine engine.
AUNT MAY
... but... but... but...

Aunt May pales as she stares into the Goblin1 s inhuman eyes.
GREEN GOBLIN
FINISH IT! FINISH IT!
o Her hands clutch her chest, she GASPS:

AUNT MAY
... DELIVER US FROM EVIL !!
Her body arches, tenses, then goes limp. Her eyes close.

GREEN GOBLIN
AMEN, SISTER!

121 EXT. PARKER HOUSE - NIGHT 121

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 113.

From across the street, the Green Goblin's horrible CACKLE

fills the neighborhood night.

122 INT. HOSPITAL CORRIDOR - NIGHT 122

Peter races down a hospital corridor, frantic. He reaches the

last room on the right, ducks inside, and sees —

123 INT. HOSPITAL ROOM - NIGHT 123

— Aunt May, in a hospital bed, hooked up to a variety of
urgently BEEPING machines. DOCTORS and NURSES swarm around
her, treating her. Peter rushes forward, to her bedside.
PETER
Aunt May!
She looks up at him, still conscious, but barely so.

PETER (CONT' D)
What happened?! Is she going to be
okay?!

NURSE
Sir, please! Let the doctors work!

The nurse leads Peter to the door. The doors start to close
when Peter hears —
AUNT MAY
Those eyes... those horrible yellow
eyes.
A Doctor hurriedly puts.an oxygen mask over Aunt May1s face.
The door shuts in Peter's face.

124 INT. HOSPITAL CORRIDOR - NIGHT 124

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

PETER
The Goblin. He knows... oh God, he
knows who I am...

125 INT. HOSPITAL ROOM - NIGHT 125

The middle of the night. Peter sits a lonely vigil in Aunt
May's hospital room. He's brought a picture for her bedside,
a framed shot of May, Ben, and himself.

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 114.

He looks at the picture, at Uncle Ben. Gone. Back at Aunt

May. Nearly killed, because of me. He leans down, kisses her
forehead as he blinks back tears.
PETER
I'm sorry.

126 INT. HOSPITAL HALLWAY - DAY 126

M.J. caxries a bouquet of flowers, checks room numbers as she
passes. She comes across Aunt May's room, peeks in.

Peter sits in a chair next to Aunt May's bed, his head in his
hands. Open text books and fast food sacks lie scattered
about. Aunt May is asleep. If it wasn't for the surroundings
and the circumstances, it would be a beautiful sight.
M.J. takes this in, moved.

127 INT. HOSPITAL ROOM - DAY 127

FAVOR PETER. There's a soft TAPPING from the door behind him.
He turns. It's M.J. He lights up.
M.J.
Can I come in?
Peter nods. M.J. looks at Aunt May. She comes to Peter, still
holding the flowers, puts her arms around his neck, gives him
a hug. He closes his eyes, almost can't bear it.
M.J. (CONT'D)
(with arms around him)
I'm so sorry. I just heard about
it.
She turns to the bed, moves closer to Aunt May. She lays the
flowers on the bedside table, gently touches Aunt May's
forehead.
M.J.
Will she be okay?
PETER
We think so. She finally woke up
this morning. For a while. Thanks
for coming.

M.J.

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 115.

Who would do this to her? Your Aunt

May. She's so loving, so giving.
Why would anyone want to hurt her?
Do you know who did it?

PETER
It was the Green Goblin.

M.J.
But why? Why would he need to
attack her? I'm sorry, Peter, I
know you've asked yourself these
questions.
PETER
It's okay, how about you? Are you
alright about the other night?
M.J.
I'm sorry about that. Makes things
worse for everybody.
PETER
You were fine. Have you talked to
Harry?
M.J.
He called me. I haven't called him
back.
She turns away from Peter, looks at sleeping Aunt May. She
takes the time to tuck in her bed sheet.
M.J. (CONT'D)
(without facing Peter)
The fact is, I'm in love with
somebody else.

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

PETER
No, go on. Would I know his name?
This guy.

M. J.
You'll think I'm a stupid little
girl with a crush.
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 116.

PETER
Trust me.
M.J.
I'm like head over heals, it's
whacked...

PETER
Who is he?
M.J.
It's funny. He saved my life twice,
and I've never seen his face.
PETER
(pleased)
Oh. Him.
M.J.
You're laughing at me.
PETER
No, I understand, he is extremely
cool.
M.J.
But do you think it's true, the
terrible things they say about him?
PETER
No way. That isn't Spider-Man, not
a chance in the world. I know him a
little bit. I'm sort of his
unofficial photographer.

M.J.
How do you always manage to find
him?

PETER
Wrong place, right time, I guess.

M.J.
You ever talk to him?
PETER
Sometimes.
M.J.
Does he ever talk about me?
PETER
Uh...yeah...once. Once he asked
what I thought of you.
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 117.

M.J.
What did you say?

PETER
(searching for the words)
I said... I said, Spider-Man, I
said the great thing about M.J. is
when... when you look in her eyes
and she's looking back in yours and
smiling, well, everything
feels...not quite normal because
you feel...stronger. And weaker at
the same time and you feel excited
and at the same time terrified. The
truth is, Spidey, I call him Spidey
sometimes, the truth is you don't
know what you feel, except you know
the kind of man you want to be and
what it is, is, it's as if when
you1 re with her, it's as if you1ve
reached...the unreachable...and you
weren't ready for it.

And he looks up, because these inner thoughts were said out
loud, and M.J. is staring at him, tears welling in her eyes.

M.J.
You said that?
PETER
Uh...umm...ssssomething like that.
Aunt May opens her eyes...looks at them, unbeknownst tlhem.

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

M.J. reaches out and takes his hand. Which, of course, is
exactly when —

— Harry Osborn comes in the door, carrying a bouquet of

flowers. His eyes go immediately to M.J. and Peter, standing,
so close, holding hands, looking at each other in That Way.

HARRY
Hello.

And they confirm it all by hastily withdrawing their hands,

Harry's face hardens.

128 EXT. OSBORN'S BUILDING - NIGHT 128

That night. We drift toward the rooftop colonnades of Norman
Osborn's spooky apartment building.

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 118.

129 INT. FIRST FLOOR - NIGHT 129

Harry comes in the front door.

HARRY
Dad?

No answer. But light spills from the staircase that leads up.

130 INT. UPSTAIRS HALL - NIGHT 130

Harry stands at the bottom of the stairs, he can faintly hear
voices, ANGRY MURMURING. But he can't make out the words.

HARRY
Dad? Is that you?

The voices abruptly stop. A moment later, his father appears

at the top of the stairs. They talk, from this great
distance. Osborn is just a dark shadow.

OSBORN
What is it?

HARRY
You were right about M.J. You were
right about everything. She's in
love with Peter.

OSBORN
(pause)
Parker?

Osborn begins to move down the stairs toward Harry.

HARRY
Yeah.
OSBORN
And... how does he feel about her?

HARRY
Are you kidding? He's loved her
since the fourth grade. He just
acts like he doesn't. But there's
nobody Peter cares more about.

Osborn's eyes light up at this information.

OSBORN
I’m sorry...
(pause)

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 119.

I haven't always been there for

you, have I?

HARRY
Well... you're busy... you're an
important man, I understand that.

OSBORN
It's no excuse. I'm proud of you.
And I lost sight of that somewhere.
But I'm going to make it up to you.
I'm going to rectify certain...
inequities.

He comes into the light, slips an arm around his son. Hugs
him. It'd be nice, if it weren't so creepy.

OSBORN
I love you son.

131 INT. HOSPITAL ROOM - NIGHT 131

FAVOR PETER, his eyes closed, homework on his lap. Then, as
if from a horrible dream, he opens his eyes, startled, looks
around, trying to come awake.
WIDER SHOT

Aunt May, in her bed, looking at him. (M.J.'s flowers, now in

a vase on the bedside table.)

AUNT MAY
Peter. Pete?
PETER
(suddenly aware, sees
her)
Huh?
(he stands quickly, his
homework falls to the
floor)
You're awake. That's good. Good.
You okay?

AUNT MAY
I’m okay, but I think you should go
home and get some sleep.

PETER
I don11 like to leave you.

AUNT MAY
I'm safe here.
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 120.

PETER
I should have been there.
AUNT MAY
You didn't know.

Peter shakes his head, is beating himself up inside. Aunt May

reaches out, takes his hand.

AUNT- MAY (COAT'D)

Peter, the struggles we face in
life are not ours to question,
they're God's will.

PETER
I know, but I could've done
something.

AUNT MAY
Done something?

She gives a light-hearted chuckle.

AUNT MAY (CONT'D)
You do too much. College, a job,
all this time with me — you're not
Superman, you know.
(Peter can't help but
find that funny)
A smile, finally. Haven't seen one
of those on your face since Mary
Jane was here.

PETER
Hey, you were supposed to be
asleep. What did you hear?

AUNT MAY
(an enigmatic smile)
You know, you were about six years
old when M.J.'s family moved in
next door. And when she got out of
the car and you saw her for the
first time, you grabbed me and said
"Aunt May, Aunt May! Is that an
angel?"

PETER
Gee, Aunt May, did I say that?
AUNT MAY
You sure did, Peter.
PETER
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 121.

Harry's in love with her. She's

still his girl.
AUNT MAY
Isn't that up to her?

PETER
She doesn't really know me.

AUNT MAY
Because you won't let her. You're
so mysterious all the time. Tell
me, would it be so dangerous to let
Mary Jane know how much you care?
Everyone else knows.

Peter considers this for a beat, the full meaning coming to

him. A concerned look spreads across his face.
PETER
I'll be right back.
Peter rises, races out of the room—

132 INT. HOSPITAL CORRIDOR - NIGHT 132

— and snatches -up a pay phone in the corridor of the .
hospital. He puts a quarter in, dials, waits while it rings.

133 INT. HOSPITAL CORRIDOR - NIGHT 133

Peter snatches up a pay phone in the corridor of the
hospital. He puts a quarter in and dials. It rings. And
rings.
PETER
Come on, pick up.

M.J.'s answering machine picks up, her recorded voice:

M.J. (O.S.)
Hi it's me, sing your song at the
beep.
PETER
M.J., it's Peter, you there? Hello?
Alright, well, I’m calling to check
up on you, so call me when you get
in...Uh...don't go up any dark
alleys.
There is a CLICK as the phone picks up at the other end.
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 122.

PETER
Hello?
No answer. Then, a sound. No... a CACKLE.

Peter's face pales.

The CACKLE grows louder. Finally, the Goblin'3 VOICE:

GREEN GOBLIN (O.S.)

Can Spider-Man come out to play?

PETER
Where is she?
We move in on Peter's face as he hears the most terrifying
words of his life.
GREEN GOBLIN
Be of love, a little more careful,
Spider-Man.

134 EXT. DARK PLACE - NIGHT 134

M.J. opens her eyes, regaining consciousness.

o She pulls herself to her feet, disoriented, holding her

head in pain. She takes a step backward but stops, suddenly,
windmilling her arms for balance. Looking down, she sees —

— the roadway of a bridge, hundreds of feet below her!

She GASPS, takes a step back, horrified as she figures out
where she is. Camera leaps back to reveal that she stands —

— ATOP THE WESTERN TOWER OF THE QUEENSBORO BRIDGE!

135 EXT. NEARBY BUILDING - NIGHT 135

Spider-Man lands on the side of a building. He sees the
Goblin Glider soaring past, toward the top of the west tower
of the Queensboro Bridge, where M.J. is still stranded.

136 EXT. QUEENSBORO BRIDGE - NIGHT 136

M.J. hears a WHINING sound and turns, just in time to duck as
The Goblin zooms overhead. She watches as he rockets toward
the Roosevelt Island Tram Station.

137 INT. TRAM - NIGHT 137

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 123.

o A red tram with ten EIGHT YEAR OLDS wearing New York Giants
paraphernalia watch in awe as The Goblin zips by. They rush
to the windows, as do the THREE DADS who are chaperoning
them, for a better view.

138 EXT. ROOSEVELT ISLAND TRAM STATION - NIGHT 138

The Goblin CACKLES with glee as he races toward the tram

station. A rocket launhcer emerges from the glider. WHOOSH!
The rocket launches, headed toward the station.

The Goblin peels off just as the rocket barrels into the tram
station, obliterating it in a massive ball of flame and
smoke.

139 EXT. QUEENSBORO BRIDGE - NIGHT 139

M.J. lit from the fireball, takes in the carnage.

140 EXT. NEARBY ROOFTOP - NIGHT 140

Spider-Man watches as flame and smoke bellow out of what

remains of the tram station. He leaps off the building toward
the bridge.

141 EXT. QUEENSBORO BRIDGE - NIGHT 141

M.J. watches in horror as huge chunks of debris from the tram

station rain down on the roadway below her.

142 EXT. QUEENSBORO BRIDGE ROADWAY - NIGHT 142

Cars come to a screeching halt, others crash into one
another, as flaming chunks of the tram station plummet from
the sky.

143 EXT. QUEENSBORO BRIDGE - NIGHT 143

Spider-Man zips toward the bridge, sliding across a web he
has shot.

144 EXT. 2ND AVENUE TRAM STATION - NIGHT 144

From inside of what remains of the tram station, a cable

SNAPS, WHIPS LIKE A SNAKE, rockets past camera.

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145 INT. TRAM - NIGHT 145

The EIGHT YEAR OLDS and the THREE DADS, suspended several
hundred feet above the river, watch as the snaking cable
whips toward them. The tram suddenly drops.

146 EXT. TRAM - NIGHT 146

SCREAMS are heard as the tram plummets toward the water
below.

The Goblin rockets into frame, grabs the dancing cable and
zooms away, halting the trams' descent.

147 EXT. QUEENSBORO BRIDGE - NIGHT 147

Spider-Man drops onto the vertical high-tension wires that

hold the bridge aloft, takes a giant leap and lands on the
bridge.

GREEN GOBLIN
Spider-Man!
Spider-Man looks up, sees—

—The Goblin, standing at the edge of the bridge tower,

clutching M.J. in one hand, the cable holding aloft the tram
full of kids in the other.

GREEN GOBLIN
This is why only fools are heroes!

Spider-Man freezes.
GREEN GOBLIN
Because you never know when some
lunatic will come along with a
sadistic choice...

He shoves M.J. further out, so her toes are actually over the
edge. She looks down, almost loses her balance. Cars race
over the bridge platform, two hundred feet down.

GREEN GOBLIN
Let die the woman you love...
The Goblin loosens his grip on the cable, lets it slip
through his hands causing the tram to drop, a sickening dip.
The children SCREAM.
ATOP THE BRIDGE

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The Goblin watches with glee, tightens his grip on the cable.
GREEN GOBLIN
... or suffer the little children.
Spider-Man watches as the tram sways horribly, sees the
pleading faces of the Children and their Fathers as they
POUND on the glass, begging for help.
He looks back up, sees J.J. teetering over the edge, the
Goblin's hand in her back.
GREEN GOBLIN
Make your choice, Spider-Man, and
see how a hero is rewarded!
Spider-Man is momentarily paralyzed, torn in half.

The tram quivers.

M.J. teeters.

GREEN GOBLIN
This is your doing! You caused
this! This is the life you have
chosen!
Spider-Man looks, left, right, left, right, agonizes over his
choice.

GREEN GOBLIN
Choose!

The Green Goblin lets go of M.J. and the cable at the same
time, sending them to their deaths below.
Spider-Man watches as the tram falls before him, M.J. behind
him. He looks back and forth, turns, sprints along the bridge
toward M.J. and leaps—
—grabbing M.J. in mid-air. He shoots a web to the
undercarriage of the bridge, swings underneath with M.J.
SPIDER-MAN
Hold on!

He releases his web, grabs the cable to the tram dancing

before him. The weight of the tram yanks Spider-Man and M.J.
down, out of frame.
IN MID-AIR

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

with the tram to the water below.
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 126.

Spider-Man uses his free hand to shoot out a web toward the
underside of the bridge. The web sticks.

148 INT. TRAM - NIGHT 148

The tram comes to a halt, bounces up and down. KIDS, DADS

equipment tumble about.

149 EXT. BRIDGE ROADWAY - NIGHT 149

A crowd has formed atop the bridge. Some cheer at Spider-
Man's heroics.

150 EXT. QUEENSBORO BRIDGE - NIGHT 150

Spider-Man's body is stretched to the limit with one hand

holding on to the cable, the other the web.

151 EXT. QUEENSBORO BRIDGE - NIGHT 151

Spider-Man looks at M.J.

SPIDER-MAN
Climb down.

M.J. turns, looks at him, confused.

SPIDER-MAN
The cable to the tram, climb down.

M.J.
(voice quivering)
I can't.
SPIDER-MAN
M.J., just do it.

M.J.
I'm scared.

SPIDER-MAN
Trust me.
M.J. looks him in the eyesr down to the water below, then
back to his eyes.
SPIDER-MAN
Trust me.

She climbs down his body, then the cable.

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Spider-Man watches M.J. descend the cable. He hears a WHINE

from behind and turns to see just as—
—The Goblin hauls off and cold cocks him in the jaw, zooms
away.

The force of the blow causes Spider-Man to sway back and

forth as he struggles to remain conscious.

ON THE CABLE
M.J. barely manages to hang on as she is thrown 3ide to side.

HIT TRAM - NIGHT

The tram dips again, causing bodies to go flying.

152 EXT. QUEENSBOR BRIDGE - NIGHT 152

The Goblin swings around for another assault. He CACKLES as
he extends his arm, exposing the razor sharp blades which
adorn it. Spider-Man watches, helpless as The Goblin delivers
a crushing blow to his stomach. Pieces of flesh and Spidey
suit go flying. He loses his grip on the cable.
WIDE SHOT OF TRAM & M.J. PLUNGING TOWARD THE WATER BELOW

Spider-Man dangles from the web grasping for the cable

snaking past him. As the last of the cable whizzes by he
lunges for it, catches it. Spider-Man SCREAMS out in agony,
blood gushing from his hand.

The cable goes taunt causing M.J. to lose her grip. She
falls, landing on the tram below. She raises her head and
sees Spider-Man, head to the side, out of energy, holding on
to cable and web. She hears the glider's engine and sees The
Goblin circling in for a final blow—
—but he stops. Looks at Spider-Man before him, his body
stretched to the limit, looking like a rag doll with his head
to the side. He almost looks as if he feels sorry for Spider-
Man. His hovering engine emits a light HUM.

Spider-Man raises his head, looks at the Goblin.

Sorry for? Naah! The Goblin gives an evil grin and the glider
races toward Spider-Man full throttle.
Spider-Man braces for the blow. The Goblin zeros in on his
prey, cocks back a fist—

—but a huge chunk of asphalt clocks him in the side of the

head, sending him spiraling out of control, past Spider-Man.
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 128.

The Goblin regains control, looks around. Where the hell'd

that come from? He raises his head just as he is pelted with
more asphalt, bottles, shoes, etc.
We PULL BACK to reveal a bridge full of New Yorkers hurling
anything and everything they can get their hands on.
GREEN GOBLIN
(covering his face)
AAHHHHHHHHHHHHHHH!
He zooms out of sight to avoid the raining debris.

153 EXT. BRIDGE - NIGHT 153

Spider-Man looks downf see3 a massive mound of rock that

spreads from the support piling. He eyes the cheering crowd
and with newfound strength starts to lower the tram to the
piling.

154 EXT. SUPPORT PILING - NIGHT 154

The tram touches down gently on the rocks. M.J. stands, looks
up. We push in on her face looking adoringly at Spider-Man.

155 EXT. BRIDGE - NIGHT 155

Suddenly, a line wraps around Spider-Man's waist.

The Goblin zooms by, holding the rope. It goes taunt and
yanks Spider-Man out of frame.

Spider-Man thrashes about as he spins out of control behind

the glider.

156 EXT. SUPPORT PILING - NIGHT 156

M.J. reacts in horror as she sees Spider-Man being dragged
away.

157 EXT. APPROACHING ROOSEVELT ISLAND - NIGHT 157

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

watching Spider-Man struggle.
He's seen enough, holds out his arm, once again exposing the
blades on it, and SNICKS through the rope. Spider-Man goes
crashing into the abandoned hulking ruin of a condemned small
pox hospital on Roosevelt Island below.
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 129.

The razor bats fail to heed their master's call, continue

slicing and dicing.
GREEN GOBLIN (O.S.)
I SAID, ENOUGH!
The razor bats stop their destruction, meekly fly away.

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

his previous spot. He looks up at The Goblin hovering over
him, tries to stand. His lags turn to jelly and he crashes to
the ground. The Goblin laughs, reaches down onto his glider
and pulls out a rod. He presses a button and three blades pop
out giving the weapon a pitchfork/spear appearance.
GREEN GOBLIN
Ahhh, misery, misery, misery. Again
and again I've tried to make my
case, but you won't oblige. Had you
not been so determined, your
sweetheart's death would have been
quick and painless, but now, now
that you've really pissed me off.
I'll see to it that it's slow
and... painful.
(moving in for the kill)
...just...like...yours.

The Goblin rears back with the spear, brings it down on

Spider-Man’s chest. At the last moment Spider-Man catches it,
looks at The Goblin, his strength returning. He yanks the
spear from The Goblin, SMASHES it against his head so hard it
sends The Goblin flying back ten feet crashing to the ground.
Spider-Man rises, pissed, full of adrenaline, furry. He
breaks the pitchfork over his knee, tosses the parts to the
side. He grabs The Goblin by the chest, pulls him up from the
ground, throws a haymaker to The Goblin's jaw.

The Goblin goes flying through a nearby wall. The Goblin

rises, manages to advance. SMACK! Spider-Man delivers another
devastating blow. The Goblin crumples against a nearby stone
wall.
GREEN GOBLIN
Please...

Spider-Man picks him up yet again, his rage is barely

controlled. He pulls his fist back for another blow, and
knowing this one will put him down for the count. Goblin, to
save himself, pulls off his mask to reveal Norman Osborn.
The razor bats fail to heed their master's call, continue
slicing and dicing.
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 130.

GREEN GOBLIN (O.S.)

I SAID, ENOUGH!
The razor bats stop their destruction, meekly fly away.

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

his previous spot. He looks up at The Goblin hovering over
him, tries to stand. His legs turn to jelly and he crashes to
the ground. The Goblin laughs, reaches down onto his glider
and pulls out a rod. He presses a button and three blades pop
out giving the weapon a pitchfork/spear appearance.

GREEN GOBLIN
Ahhh, misery, misery, misery. Again
and again I've tried to make my
case, but you won't oblige. How
frustrating. There's only so much
even a Goblin can endure. You've
spun your last web, and here's
something to season you're final
breath: I'm a very thorough
fellow... so, among others, I will
finish off that foolish, little
girlfriend of yours.
Had you not been so determined,
your sweetheart's death would have
been quick and painless, but now,
now that you've really pissed me
off, I'll see to it that it's slow
and... painful
(moving in for the kill)
...just...like...yours.
The Goblin rears back with the spear, brings it down on
Spider-Man’s chest. At the last moment Spider-Man catches it,
looks at The Goblin, his strength returning. He yanks the
spear from The Goblin, SMASHES it against his head so hard it
sends The Goblin flying back ten feet crashing to the ground.

Spider-Man rises, pissed, full of adrenaline, furry. He

breaks the pitchfork over his knee, tosses the parts to the
side. He grabs The Goblin by the chest, pulls him up from the
ground, throws a haymaker to The Goblin's jaw.
The Goblin goes flying through a nearby wall. The Goblin
rises, manages to advance. SMACK! Spider-Man delivers another
devastating blow. The Goblin crumples against a nearby stone
wall.
GREEN GOBLIN
Please...

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 131.

Spider-Man picks him up yet again, his rage is barely

controlled. He pulls his fist back for another blow, and
knowing this one will put him down for the count, Goblin, to
save himself, pulls off his mask to reveal Norman Osborn.
GREEN GOBLIN
Peter...

Spider-Man, his fist still in the air, ready to deliver the

final blow, stares in the face of his best friend's father.

Shock. Disbelief. He rips off pieces of his own mask to make

sure he's seeing right. He is. He lets go of Osborn who
slumps to the floor, looking up at Peter, pathetically.

OSBORN
(small voice)
Peter...thank God for you.

Peter, his hands covered in blood, trembles, still with rage,

shaken by the violence he feels inside.

PETER
Can't be...you're a monster.
OSBORN
Please, Peter, don't let it take me
back. I need your help. I'm not a
monster.

PETER
You killed those people on the
balcony, you could have killed your
son.

OSBORN
"IT" killed. The Goblin killed. I
had nothing to do with it. Please,
don't let it have me again. Protect
me, I beg you. Talk to me about
this—

Surreptitiously, Osborn brings his right hand around in front

of him, unseen by Peter. On his wrist, the TOUCH PAD CONTROLS
of the Goblin Glider flash patiently.

PETER
You tried to kill Aunt May. You
wanted to kill Mary Jane.

OSBORN
But not you, I would never hurt
you.

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 132.

Osborn presses the RED BUTTON on the pad. Peter doesn't see.
Behind Peter, the Glider rises up into the air without a
sound. Osborn keeps talking, to keep him distracted.

OSBORN
I knew from the beginning if
anything happened to me, you were
the one I could count on, you Peter
Parker, would save me, and so you
have. Thank God for you.

During this, Osborn pushes himself to his feet. With his back
against the wall, holds out a hand in pathetic supplication.

OSBORN
Give me your hand. Believe in me as
I believed in you. I was like a
father to you. Be a son to me now.

PETER
I have a father. His name was Ben
Parker.

Suddenly a look crosses Peter's face. Osborn begins to

cackle. It grows louder, crazier, totally, happily insane.

HIS SPIDER-SENSE KICKS IN

OSBORN
God's speed, Spider-Man.
Spider-Man's perception leaps outside his body and whips
around, giving him a look behind him, just as —

— the Goblin Glider's SPEAR rotates into position on the

front of the moving Glider, in ultra-slow motion, just a few
feet behind Peter, headed straight for his back!

In sudden real time, Peter hurls himself to the side,

twisting and bending in a near-impossible contortion —

— the Glider's turbine SCREAMS as it whistles just past him —

— terror creases Osborn's face —

— and his own Glider rockets right through him.

Norman Osborn slumps over, impaled by his own contraption,
pinned to the wall. Peter rushes forward, but it's too late.
So dies Spider-Man's first, and most heinous, archfoe.

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 133.

In the distance, Peter hears SIRENS, headed for the hulking

ruin. He looks back at the body of Norman Osborn. Steps
forward. He cradles him in his arms, lifts him —

158 INT. OSBORN'S APARTMENT - NIGHT 158

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

Harry Osborn stands in the doorway, looking from his dead

father to Spider-Man, aghast.
HARRY
You...
Spider-Man raises his hands to protest his innocence. He
takes a step forward — but Harry takes a step back in fear.

SPIDER-MAN
No...

Harry lunges toward a table nearby, opens the top drawer,

grabs a gun and turns.
But Spider-Man is gone. The curtains blow in the wind.

159 EXT. CEMETERY - DAY 159

Track a line of expensive cars parked along .the narrow

winding road. In BG, a fresh grave, a few people from the
service, including Pentagon generals, are dispersing. Aunt
May and M.J. stand talking.
Harry and Peter walk toward the Osborn Bentley. Silent. Then.

PETER
I'm so sorry, Harry. I know what
it's like to lose a father.

HARRY
I didn't lose him, he was stolen
from me. And one day Spider-Man
will pay.
(into Peter's eyes)

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I swear on my father's grave,

Spider-Man will pay.

They reach the Bentley. Norman' s chauffeur opens the door

for Harry and moves off.

HARRY
Look. . . about M. J. I was just
trying to please my dad. I thought
he'd be impressed, me, with such a
beautiful woman. I know she was
never right for me. I wanted to
make him proud, that's all. Now
I'll never be able to. Thank God
for you my friend. You're all the
family I have left.

Harry gives Peter a hug, then gets in the car. Closes the
door. The Bentley drives off. Peter turns and looks toward M.
J. and Aunt May on the hill by Norman's gravesite. As he
turns, M.J. locks eyes with Peter. Smiles at him.

VERY CLOSE ON PETER - V.O. — THE VOICE FROM THE OPENING SCENE

PETER (V.O.)
No matter what I do, no matter how
hard I try. The ones I love are
always the ones who pay.

160 EXT. CEMETERY - ANOTHER HILLTOP - DAY 160

Peter is walking towards another tombstone.

VERY CLOSE SHOT - M.J.

Her bright smile. It fills and lights up the screen.

M.J.
(looking past camera -
shouts)
HEY!
NEW SHOT - PETER

He turns. PULL BACK to show we are at Uncle Ben' s gravesite.

M.J. enters frame.

M.J.
Your aunt thought I'd find you
here.

PETER
(to "Ben")
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 135.

M.J.'s here, Uncle Ben.

FAVOR THE TOMBSTONE - It reads:

BEN PARKER BELOVED HUSBAND AND UNCLE

M.J. moves closer to Peter.

M.J.
You must miss him so much.
PETER
He was a beautiful guy.
A pause. They begin to walk, heading up a small knoll. The
skyline of New York in the background. M.J. stops.

M.J.
ThereT s something I've been
wanting to tell you.
(M.J. pauses a beat,
Peter stops, waits)
When I was up there and I was sure
I was going to die, there was only
one person I was thinking of, and
it wasn't who I thought it would
be. It was you. I kept thinking, I
hope I make it through this, so I
can see Peter Parker's face one
more time.
PETER
My face?
M.J.
(she nods)
Sometimes what you want... you have
to go to the edge of your life to
find out it was right next door.

This is blowing his mind.

M.J.
I've been so stupid for so long.
There' s only one man who was ever
there for me, who has always been
there for me...who makes me believe
that I'm... more than I ever
thought I was. That I'm just... me,
and it's okay... The truth is... I
love you. I really love you Peter.

During the last speech, CAMERA has moved slowly in for a

TIGHT SHOT of Peter.
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 136.

SPIDER-MAN (V.O.)
Tell her you love her. Tell her who
you are.

PETER
I... can t...
M. J.
You can't what?
PETER
Tell you everything. I mean there's
so much to tell.
M. J.
Yes. So much to tell.

PETER
To tell the girl next door.

M.J.
But is that all I am?

PETER
Oh, no, no, you're the amazing girl
next door, Mary Jane, the amazing,
amazing girl, and I want you to
know that I will always be there
for you, I will always be there to
take care of you. I promise you
that. I wish I could give you more
than that, but you must know...
that you will always be safe.
She looks at him. She moves to him. Embraces him. He's about
to be captured.
She kisses him. A gentle, little kiss. But full of magic.

PETER
(dazed)
... can't.

Too late. The kiss is deeper. More passionate, and he can no

longer control himself, brings her closer, kisses her as
she's never been kissed before... except by the kiss she
experienced with Spider-Man.
And when that extraordinary kiss is over, she moves her head
back, breathless, looking into his eyes. She has just
experienced that kiss again. Spider-Man. Her ayes wide open.
She wants more, so does he, but... he " can't". The music
rises.
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 137.

CLOSE ON M.J. in love.

BACK TO PETER, he forces himself to turn. WE STAY CLOSE ON
HIM as he walks away, M.J. receding in the BG.

SPIDER-MAN (V.O.)
(sadder, wiser)
Can't say I didn't warn you. The
story of my life is not for the
faint of heart.

A wind kicks up. Peter pulls his coat tighter.

SPIDER-MAN (V.O.)
Like the man said, it's hard to be
a saint in the city. But whatever
life holds in store for me, I now
accept. I will never forget these
words again:

Peter looks over his shoulder at M.J., still standing by the

gravesito.

SPIDER-MAN (V.O.)
"With great power comes great
responsibility."

He continues on. We move in closer on his face.

SPIDER-MAN (V.O.)
This is my gift. It is my curse.
Who am I?
Peter cracks a little smile.

SPIDER-MAN (V.O.)
Baby, I'm Spider-Man.

161 INT. JAMESON'S OFFICE - DAY 161

JAMESON
Spider-Man, I don1t get it. First
the town thinks he’s trash, now
he’s a glamour boy.

ROBBIE
He’s a hero, J.J.
JAMESON

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 138.

Don't give me that line again, I

don't trust heroes, they're nothing
but criminals in disguise. HOFFMAN,
where's Parker, I want some
pictures.
HOFFMAN
He just left.
JAMESON
Left? He's always leaving.

HOFFMAN
He went to cover the hostage story.

JAMESON
Sure! Another hostage story. But
where is he when The Green Goblin
busted through my window? The
Goblin and Spider-Man, in front of
our noses! A golden opportunity and
the photographer when to lunch.
(looking off)
And what's that?
He' s looking at an OFFICE BOY holding up a pair of trousers.

OFFICE BOY
Peter Parker's pants, J.J.

JAMESON
What?
OFFICE BOY
They were in the closet.
JAMESON
Parker's pants?

OFFICE BOY
With his shirt and tie and shoes
and socks.
JAMESON
What's going on here, who's he
think he is, Tarzan? Where is he,
manning around the town naked? And
who put flowers on my desk?

MISS BRANT
I did, sir, it's your birthday.
JAMESON

Generated on June 3, 2025

 139.

What're you looking for, a raise? I

don't want flowers, I want Peter
Parker, not his pants, I want
pictures, I wanta sell papers, I
want Spider-Man!
(He continues on as:)

162 EXT. CITY - DAY 162

Spider-Man swings away, shimmering into the glass and stone

canyons of his city.
FADE OUT.

Generated on June 3, 2025