Actor Point >> Movie Scripts >> Spider-Man Film Script

Spider-Man Movie Script

Writer(s) : David Koepp

Genres : Action, Adventure, Sci-Fi

Search IMDb : Spider Man





	8/4/1993





	S P I D E R - M A N



	Written by
	Barry Cohen and Ted Newson
	and
	James Cameron


	2nd Revision by
	Joseph Goldmari and James Cameron
	and
	John Brancato
	--------
	Third Revision by James Cameron
	based on screenplays by Ted Newsom & John Brancato,
	Barney Cohen and Joseph Goldman

	SECOND REV.
	7/29/1993



	FADE IN:
	INT. PROFESSOR OCK"S PRIVATE PHYSICS LABORATORY, THE
	CYCLOTRON ROOM (CREDIT SEQUENCE) - DAY

	A mighty WARNING KLAXON assaults our ears. A FLASHING RED
	WARNING LIGHT stabs our eyes.

	Several DIALS go into the RED. A hand pushes aside a
	YELLOW THERMOS and pushes forward a RED POWER THROTTLE.
	We hear the WHINING UP of a cyclotron. A DIGITAL DIAL
	climbs to "5% POWER." A SPIDER crawls across a DIAL.

	Begin OPENING CREDITS.

	THE CYCLOTRON ROOM is in an old basement full of peeling
	paint and plumbing wrapped with TAPE. Leaks are here and
	there. COBWEBS are all around.

	DOCTOR OTTO OCTAVIUS (OCK) is a strong but strange
	featured man in his mid-fifties.

	His assistant, WEINER, hovers nearby looking on. He's
	open mouthed with a mindless kind of curiosity. WEINER is
	a local, small-time hood hired by OCK to circumvent the
	school administration and to "procure" whatever OCK needs
	for his experiments. He shades his eyes against a searing
	BLUE-WHITE BEAM that erupts from the WINDOW. THE ROOM IS
	DIVIDED INTO A CONTROL ROOM AND THE EXPERIMENT CHAMBERS.

				WEINER
		Whoa, whoa, whoa... what's that?

	With a WHOOSH, the WINDOW EXPLODES, showering the TWO with
	shards of GLASS, and throwing them to the floor.

				OCK
			(rising)
		We begin again... let's kick in that new
		transducer. See if we can double the
		power output.

				WEINER
			(rising more slowly)
		Whoa, Doc... wait a minute...

	But OCK is already at the THROTTLE. The cyclotron whirls
	up. The lights go on. Louder, brighter than before. OCK
	looks through the broken WINDOW into the EXPERIMENTAL
	CHAMBER. The POWER DIAL inches upward, "eight, nine..."
	the BLUE-WHITE LIGHT is blinding now. The WHINE pitch is
	shattering.

	END OPENING CREDITS.

				OCK
		Okey... dokey!

	The POWER DIAL hits ten.

	EXT. EMPIRE STATE UNIVERSITY - DAY

	As STUDENTS go to class, the sound of the cyclotron spills
	out of the SCIENCE CENTER onto the grounds of Empire State
	University.

	We see PETER PARKER, a pleasant faced senior who's among
	the top in his class. Sincere and serious, he has yet to
	develop a way with women.

				LIZ
			(falling in step)
		Hiya Peter...

	LIZ ALLEN is also a senior. She's beautiful and
	intelligent.

				PETER
			(ardent but
			uncomfortable)
		Hiya Liz... how're you doing...?

				LIZ
			(teasing softly)
		How'm I doing what?

				HARRY
		Peter! Peter! Wait up!

	HARRY is the school nerd. A quirky kid who, like PETER,
	can be a little backward around girls, especially pretty
	ones like Liz.

				HARRY
			(to Liz)
		Would you, uh... excuse us for a minute?

	Despite PETER'S protesting body language, HARRY pulls him
	away like a conspirator.

				PETER
		What is it? what...

				HARRY
		Did the Astro-Physics Journal really
		accept your paper?

				PETER
			(laughs, embarrassed)
		Yeah... well... all I got's the data but
		they've agreed to publish it when it's
		finished. You know... it's my
		calculation on the Planetary Conjunction.

				HARRY
		And its influence on the anti-force.
		Isn't it?

				PETER
		Yes. Look, Harry, I am busy with...
			(indicates Liz standing
			there)

				HARRY
		Yeah, you and the rest of the class.
		Every one is busy with Liz.

				LIZ
			(growing impatient)
		Peter?

	A HAND reaches in and smacks her bottom.

				FLASH
		Hiya, cupcakes...

				LIZ
			(elbowing him
			affectionately)
		Flash...!

	They kiss and walk away.

				HARRY
			(sneering)
		And Flash is the busiest of them all...

				PETER
			(disappointed)
		Come on, Harry... we'll be late for
		Octavius.

	HARRY makes a gesture dismissing OCK as crazy.

				HARRY
		Ock is nuts, don't you agree?

				PETER
		Ock is a genius, Harry. Crazy, Yes! But,
		a genius misunderstood, and unappreciated.

	INT. CYCLOTRON AREA HALLWAY - DAY

	It is a basement hallway full of LOCKERS which STUDENTS
	are banging open and shut as they put stuff in and take
	stuff out. In their midst, a MAN is banging on the door
	marked "Cyclotron Room - Authorized Personnel Only!"
	Professor ROSOMORF, SIXTISH, respectable, a good old
	fashioned professor, he's the head of the Physics Dept.
	With him is ALEXANDER THORKEL, a 40-ish, Waspish school
	administrator. For a scientist as crazily focused as OCK,
	THORKEL is a natural enemy.

				ROZ
			(knocking furiously)
		Doctor Octavius! You are late for your
		lecture. The students are waiting.
		Doctor Octavius!

				THORKEL
		Your friend is impossible Professor
		Rosomorf, I told the board we should let
		him go.

	The LIGHT above THORKEL's head EXPLODES. Then all the
	LIGHTS behind him EXPLODE in succession. THORKEL and ROZ
	look amazed...

				THORKEL
		What's he doing in there, not his crazy
		experiment again.

				ROZ
		You mean his anti-force theory... one day
		they'll give him the Nobel Prize for it.

				THORKEL
		Meanwhile he is demolishing our
		university. Octavius!!
			(knocks)
		Open the door.

	INT. OCK'S LAB

				OCK
		The anti-force experiment has now reached
		the limit of electronic overload safety.
		Therefore, Weiner, you will disconnect
		the overload safety device...

	FOUR WALDOS (three-fingered, snake-like mechanical arms)
	suddenly thrust themselves into the CHAMBER and begin
	working, each at a different task. OCK is an acknowledged
	master at manipulating these WALDOS.

	He flicks a switch and a searing BLUE-WHITE BEAM lances
	down from a FOCUSING CONE and strikes a GRAM WEIGHT
	marked, "1,000,000"), illuminating it and filling our
	ears with a splitting BUZZ TONE.

	The knock on the door grows louder.
	WEINER comes up behind OCK.

				WEINER
		Whoa, Doc... someone's at the door...

				OCK
			(ignoring)
		World class scientific mind and they
		stick me in the basement with this third
		rate cyclotron...

	INSERT: The DIAL marked "RELATIVE GRAVITY" reads
	"1,000,000" but suddenly it snaps to "0.999999!"

				OCK
		Okey! Dokey!

	The WEIGHT begins to jiggle and, for an instant, it
	appears to lift ever so slightly.

	INT. COLLEGE PHYSICS LAB - DAY

	This is an enormous room, 100 lab tables. The yellowing
	smoke of a thousand experiments hangs in the air. A HUGE
	AMERICAN FLAG dominates the back wall.

	PETER, HARRY and LIZ set up their TABLES. FLASH reads the
	DAILY BUGLE sports section. PETER can't take his eyes off
	LIZ. When she looks back he looks down at his GEAR.

				LIZ
			(softly)
		What is it, Peter?

				PETER
			(embarrassed)
		It's nothing.

	INT. OCK'S LAB

	WEINER opens the door and sees ROZ and THORKEL waiting
	impatient.

				WEINER
		Yes, gentleman can I help you?

				THORKEL
		Tell your boss, that his class is waiting.

				WEINER
			(looks)
		You better tell him yourself.

	THORKEL looks at ROZ who waves his shoulder, then the both
	call.

				ROZ & THORKEL
		Professor Octavius!!

	Professor OCK turns and looks at the bewildered men.

				OCK
		Gentlemen, come, you must see this.

				ROZ
		But, your students...

				OCK
		The imbeciles can wait... I have better
		things to do than teach introductory
		Physics Rosomorf. Undergrads are
		kindless adolescence.

				THORKEL
		You see he is impossible.

				OCK
		Thorkel you are the dummiest
		administrator our university has ever had.
			(Thorkel turns to go)
		Don't go Thorkel!! Come! Look!

	He starts to play his machines handles and buttons.

				THORKEL
		The university pays you to teach
		something to your students.

	INT. COLLEGE PHYSICS LAB - DAY

				LIZ
		Well, do you mean nothing... or do you
		mean something but you won't tell me what
		it is?

				PETER
			(regaining)
		I mean plain nothing.

				LIZ
		Well, I guess that's about as nothing as
		you can get... plain nothing.
		A beat.

				PETER
		Liz...!

				LIZ
		Ahh, it is something.

				PETER
		No... look.

	The equipment on her TABLE is starting to vibrate. They
	look at it, curiously. We hear the cyclotron's WHINE
	begin to build...

	INT. CYCLOTRON ROOM - DAY

	Everything is shaking like in an earthquake... Roz and
	Thorkel seem to dance in their place going crazy with
	anger and surprise. The WHINE is deafening! The light is
	blinding! WEINER has his eyes closed and his hands over
	his ears.

				OCK
		I am going for 20 percent power!

				THORKEL
		NO!! Don't do that...

				ROZ
		Ock! Its dangerous...

				THORKEL
		Ock I warn you...

	WEINER crosses himself. The CONSOLE erupts in sparks.

	INT. ELECTRICAL CONDUIT MONTAGE - DAY

	We follow the electrical overcharge as it crackles along
	the WIRES and CABLES inside the WALLS and FLOORS. It is
	making its way up to the LAB!

	INT. LAB - DAY

	All the kids are now trying to hold onto their vibrating
	equipment.

	The CHARGE crackles up a WIRE and erupts at LIZ'S TABLE.
	A BREAKER explodes in flames. There is an outburst of AD
	LIBS: "Fire!" "Everybody out!"

	THORKEL (comes running he is shabby and bewildered) seeing
	LIZ trapped behind the fire which is growing from second
	to second.

				THORKEL
		Keep calm, everybody keep calm. Use the
		front door. Everybody out the front.

				PETER
		Liz! Come on...!

				LIZ
		I can't. Help me!

				PETER
		I'm coming!

	He wades into the fire, but is beaten back by the FLAMES.
	His sleeve is on fire. He pats it out.

				LIZ
		Peter!

	Flash appears and tries to help but Thorkel stops him.

				THORKEL
		Get back, you idiots. You can't go in
		there!

	LIZ smashes at the WINDOW, but this is an inner city
	school and the WINDOWS are covered by STEEL GATES. Liz
	wraps her fingers in the GATE.

				LIZ
			(out at the street)
		Help! Help me!

	Outside the WINDOW the air is clear and people come and
	go. Some are stopping to look up at the girl on the
	second floor who screams (but they can't hear, of course)
	down at them as the FLAMES close in behind her.

	PETER comes flying in with a FIRE EXTINGUISHER. He
	fumbles with it. FLASH pushes Thorkel, grabs the
	extinguisher away from him with a scowl of disdain.
	LIZ turns to face the FLAMES. Suddenly there is an
	eruption of CO2 CLOUDS and the roar of a FIRE
	EXTINGUISHER.

	The FLAMES are beaten down enough for her to leap out.
	FLASH is there, holding the EXTINGUISHER. People CHEER.

				PETER
		Thanks for your help Flash.

				FLASH
		No problem wimp.

				PETER
		Our hero has a real way with words.

				LIZ
		Oh, why don't you grow up.

	PETER is stung, insulted, turns away.
	ROSOMORF peeps in, worried -- faces Thorkel.

				THORKEL
		This man will bring a disaster upon this
		university.

	OCK comes in, starts his lecture calmly as if nothing has
	happened.

				OCK
		The universe is made up of forces... and
		counter-forces. Science is the study of
		the forces!

	FLASH hands the EXTINGUISHER to PETER. LIZ embraces
	FLASH, throwing a glimpse at PETER who tried so bravely.
	He looks away and turns the last of the EXTINGUISHER on
	the last of the FIRE.

				OCK
			(continues without a
			hitch)
		But I... Professor Otto Octavius... have
		devoted my life to the study of the
		counter-forces! Good job, Peter.

				PETER
			(taking place at lab
			table)
		Thanks, Professor.

	THORKEL has walked slowly and uncomprehendingly toward the
	front of the huge LAB. He simply cannot believe OCK'S
	behavior.

				THORKEL
		I don't believe it, I simply don't...

				OCK
		Can we carry on Mr. Thorkel.

				THORKEL
		I don't believe... oh, all right carry on
		Professor.

				OCK
		Well! This week my dear students I have
		made a stunning breakthrough...

				THORKEL
		Wait a minute, wait a minute... you've
		got fire forms to fill out, Dr. Octavius.

				OCK
		I have no time for forms, or
		administrators who persist in
		interrupting me, Mr. Thorkel.

	THORKEL steams out and bangs shut the DOOR.

				OCK
		I now believe its possible that these
		counter forces can be... collected... the
		way the magnifying glass collects the
		sunlight... and focused into a hard beam
		I call... Weiner!

	WEINER backs away from the BLACKBOARD to reveal a word
	that OCK has scrawled in large letters. It says "Anti-
	Force."

				OCK
		I call it, the Anti-Force!

	OCK is plugging a HUGE CABLE into a small LUCITE BOX with
	a SILVER BALL inside it.

				OCK
			(continues as he works)
		This anti-force, once harnessed, is
		capable of undoing any natural force at
		which it is aimed... for instance...
			(looks up maniacally)
		Gravity!

	LIZ scribbles down a note and mouths the word "gravity."
	Then she turns to PETER.

				LIZ
			(whispers)
		I'm sorry...

				PETER
		It's alright.

	OCK is "playing" his COMPUTER like the Phantom of the
	Opera at the organ.

				OCK
		We patch in the cyclotron...
		The lights flicker and go dim.

				OCK
		Pay no attention to the lights... I of
		course steal its energy, and it looses
		power. We patch in the cyclotron... and
		we gradually apply power. The power that
		I am stealing...

	As the WHINE builds in the LAB...
	OCK peers through the LUCITE BOX at us, distorted by it.

	The BOX is a miniature version of the cyclotron's
	experimental chamber, and now the BLUE-WHITE glow begins.
	It crackles round the SILVER BALL.

				OCK
		And so we stand, four square against the
		fundamental force that orders and
		maintains our universe... gravity...
		which is holding down this goddamn ball.
		Rise!

	The LIGHTS go totally dark. The kids react with WHOOPS
	and CATCALLS.

				HARRY
		What a crock...

				PETER
		Shut up Harry... this is very interesting.

				OCK
		Mr. Parker! Have you some... interesting
		observation you'd like to share with the
		class?

				PETER
		No sir...

				OCK
		Then shut up! And pay some attention to
		the experiment.

	OCK peers at us through the LUCITE BOX as the SILVER BALL
	begins to rise. OCK'S face is ecstatic.

				OCK
		Rise! Rise!!!

	The SILVER BALL suddenly shoots up, shattering the top of
	the box. It flies up to the ceiling where it shatters a
	LIGHT FIXTURE.

	The shards rain down on OCK who reaches out and catches
	the falling BALL and scales it in a raised fist.

				OCK
		Now that's what I call an experiment!

	The CYCLOTRON WHINE cuts out and OCK wheels to the
	COMPUTER. He hits a KEY and several COLORED PROJECTION
	BEAMS lance out of the back of the room. They pierce the
	smoke and light a PROJECTION DISPLAY in the front.

	TWO COLORED SPHERES one, YELLOW, one BLUE touch where
	their circumferences meet. Behind them is a BLACK
	depiction of "space".

				OCK
		You are looking at a representation of
		two universes. Our Blue one. Our real
		universe... something we can touch and
		feel and see and draw calculations about.
		This is us. The Yellow universe... this
		is something else. Some other dimension...
		something... on the other side!

	OCK hits another COMPUTER KEY and a hole appears where the
	TWO SPHERES touch. The BLUE AND THE YELLOW MARBLEIZE with
	each other. The colors swirl until both SPHERES are
				BRIGHT GREEN.

				OCK
		If it were possible to generate enough
		power behind it, the anti-force could
		wipe out not just gravity... but all our
		universal forces at the same time. In
		effect... it would blast a hole between
		this universe and the next. Each...
			(indicates green spheres)
		would flow into each other. No blue
		universe. No yellow. End, finished,
		over.

				LIZ
			(with a student's ear)
		That sounds like a scenario for the end
		of the world.

				OCK
		My girl, it is! It is. It would mean
		wiping out everything that's known... and
		letting in everything that's unknown.

				FLASH
		Isn't that a little dangerous?

				OCK
		Don't worry yourself, true inter-
		dimensional penetration is still purely
		theoretical, but one day... Maybe very
		near... maybe in the 21st century...

	INT. BASEMENT HALLWAY - DAY

	PETER, LIZ, FLASH and HARRY all take BOOKS from their
	LOCKERS.

				LIZ
			(whispers to Peter)
		Look, it's just... I don't know... when
		you and Flash go after each other like
		that...

				PETER
			(whispers)
		He's not my type.

				LIZ
		He doesn't have to be.

				PETER
		Check.

				LIZ
		And besides, he's not all bad.

	PETER looks at FLASH who's a few LOCKERS down. FLASH has
	taken a FOOTBALL from his LOCKER and is spinning it on his
	finger with great joy and concentration.

				PETER
		You don't get nicknamed Flash because
		you're a rocket scientist, Liz.

				LIZ
		Give it up, Parker. You'd die for a
		nickname like Flash.

				PETER
		Yeah, of embarrassment.

	KIM comes by and leans seductively by her LOCKER. KIM is
	a ripe one and hot-hot-hot!

				KIM
			(teasing)
		Hey, Flash... I'm scalping a pair of the
		Midnight Madness Wrestling Match tomorrow
		night.

				FLASH
		The Slammies??? I'd kill for that!!!

				KIM
		Would you pay $125?

				FLASH
		Well, uh, I... gee... if... can I tell
		you tomorrow?

				KIM
			(moving on)
		You snooze, you lose. Hiya Liz...

				LIZ
		Kim, you know Peter and Harry? This is
		my new roommate... Kim Nickson.

	KIM is pulling her pet, a foot long SALAMANDER, out of her
	LOCKER. She wraps it around her neck and turns to the
	boys.

	They go bug-eyed!

				KIM
			(interested)
		Hellooo, Peter.

				PETER
			(embarrassed)
		Hi...

				LIZ
		We're going to the Student Reunion
		Meeting. You coming?

	Peter looks at KIM. Wow. Then he looks at LIZ who's
	adjusting herself in a small MIRROR. HARRY jabs him in
	the ribs. Yeah, yeah!

				PETER
			(frustrated)
		I can't... I gotta go over to the Daily
		Bugle. I'm trying to sell some photos.

				KIM
		Soooh, a photographer...?

				PETER
		Just an amateur. Well... nice meeting
		you, Kim.

				KIM
		Yeah... I bet it would be.

				HARRY
		Can I be your date for the reunion
		ShooShoo?

				KIM
		No Jerk!

				HARRY
			(she turns to go)
		What did I say...

				LIZ
		It's not what you said, it's how you say
		it, ShooShoo!

	Everybody leaves and Harry is left alone, he throws his
	bag down.

				HARRY
		Damn!

	PETER turns to go and comes face to face with the hulking
	WEINER.

				WEINER
		Peter, Doc Ock wants to see you.

				PETER
		About my data I bet.

				WEINER
		I don't know.

				PETER
		He knows about my work on the Planetary
		Conjunction, doesn't he?

				WEINER
			(lies)
		I don't know.

	INT. CONTROL ROOM - DAY

	PETER enters wide-eyed behind WEINER. This place is a far
	cry from the experiment in the LAB ROOM. It's a fantastic
	netherworld to which no undergrad gains entrance. No one
	but PETER.

	OCK is sitting in a swivel CHAIR with his back to PETER.
	He has the look of Captain Nemo in his Nautilus. This is
	OCK'S domain.

				PETER
		Hello, Professor Octavius.
			(no response)
		I really admired your experiment.

				OCK
			(back to Peter)
		We have a lot of interests in common,
		Peter. Perhaps we should put our heads
		together, if you know what I mean...

				PETER
			(flattered)
		That would be... great.

				OCK
			(turns with a smile)
		Now you take the Planetary Conjunction.
		This Saturday night we will witness
		Saturn, Jupiter, the Moon, the Earth, the
		Sun... all in a row. Never seen within
		the memory of man, or measured for its
		effect. The total gravitational force
		must be quite exceptional. Isn't that
		the subject of your paper...?

				PETER
		Yes sir, I've worked out a new way to
		calculate the combined gravitational
		effect.

				OCK
		I'm a busy man, Mr. Parker. But I think
		I could find the time to go over it with
		you. Make sure it all... checks out.

				PETER
		Well... I'm sort of working with
		Professor Rosomorf and he suggested we
		kind of keep it between us. He thinks
		that my theory is... well, I don't know...

				OCK
			(to himself)
		The scoundrel...
			(turns angry)
		I want to see that data, Peter!

				PETER
		But Professor Octavius... if I knew you
		were interested... sorry, I've already
		given it to... Professor Rosomorf, and he
		is after all the head of our Physics
		Department... and I couldn't...

	OCK turns sweet again. He smiles too broadly.

				OCK
		Well, I'm certain something can be worked
		out. Run along, young man.

	PETER begins to leave.

				OCK
		Just a minute... how about if I show you
		my discoveries... something I never
		showed to any other student... as a
		matter of fact to anybody at all.

				PETER
		Well I am really flattered, I mean I'd
		love to... but I...

				OCK
		Very well shall we say if you come here
		tonight...

				PETER
		But Professor I don't now if I should...

				OCK
		Make it eight sharp... I'll be waiting
		for you... Right here...

	Peter looks worried then leaves.

	OCK turns to WEINER who slouches against the wall smiling.

				OCK
		The same academic world that's so keen to
		embrace that boy's undergraduate work,
		ridicules my anti-force theory as
		quackery. I ask you, Weiner... what is
		our society coming to? Ha!

				WEINER
		They are all a bunch of brainless
		assholes, that's what I say...

				OCK
		Weiner! Go get me that boy's data!

				WEINER
		Cost you fifty bucks.

				OCK
			(Weiner hissing)
		Just get it. We'll negotiate your fee
		when you have the data, alright Weiner?

	EXT. DAILY BUGLE - DAY

	Establish as ART DECO BUILDING well beyond its prime. A
	sign says: "The Daily Bugle." Peter enters the building.

				JAMESON (V.O.)
		Garbage! Absolute, 100% garbage!

	INT. JAMESON'S OFFICE - DAY

	Very forties, very messy. J. Jameson scans some PHOTOS as
	PETER stands helplessly by.

				JAMESON
		Bag ladies. I hate bag ladies.

				PETER
		Yes, sir.

	JAMESON is 50ish, grey at the temples, brush cut on top.
	He too is forties. His chewed up CIGAR is forties. This
	guy is a hard case.

				JAMESON
			(looks at the other photos)
		Little kids... I hate little kids. This
		is a daily newspaper. We need news value
		photographs, not artsy-fartsy shit!

				PETER
		Yes, sir.

	JAMESON comes to a picture of a BUSINESS SUITED MAN with a
	MOHAWK. PETER smiles in anticipation.

				JAMESON
		Kid? You want a pro's assessment?

				PETER
		Yes, sir!

				JAMESON
			(handing photos back)
		Your photos suck.
			(cigar for emphasis)
		Parker, my readers are morons. I gotta
		grab them by the eyes. Every time you
		press the button of that Nikon of yours
		it costs you fifty-five cents. So the
		next time you're about to take the plunge,
		ask yourself, am I taking dog bites man?
		Because if you are...

				PETER
		I know, I know. You want man bites dog...

				JAMESON
		Parker, this is the post modern 20th
		century. I want man eats dog! Get out!

	EXT. STREET - DAY

	A seedy east village walk up. Peter takes his camera and
	takes various shots of a wino. ALL IN. He climbs the
	stairs to his building, looks through the mail, he
	collects from a beaten down mailbox.

				PETER
			(reading)
		Rent! Rent, more bills, rent...
		electricity, bills...

	INT. PETER'S APARTMENT - DAY

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

				PETER
		There's nothing in there worth stealing!

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

				PETER
		Aunt May, you're trespassing.

				MAY
			(comes in)
		I was just so desperately bored... I
		thought I'd come over and make you dinner...

				PETER
		I am old enough to... to make my own--

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

				PETER
		I'll introduce you.

				MAY
		Oh. And those foul chemicals in the pots...

				PETER
		I take pictures, remember?

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

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

				PETER
		It's Friday night...

				MAY
		Yes. Do you have a date?

				PETER
		No.

				MAY
		Then come on.

	INT. LARGE COMPUTER LAB - NIGHT

	It is dark and empty except for COMPUTERS. Sitting at it,
	lit by the GLOW of its screen, is SOLOMON ROSOMORF (ROZ).
	As he works, a DOOR opens behind him. Someone walks
	quietly through the LAB. ROSOMORF keeps working. The
	intruder approaches...

				THORKEL
			(at his ear)
		Professor Rosomorf, what happened here?

				ROZ
		Someone tried to rob me of some paper...
		I suspect they were looking for that one.

				THORKEL
		What is it?

				ROZ
			(unruffled)
		Award winning stuff.
			(turning slightly)
		Peter Parker's data on the Planetary
		Conjunction. Damn lucky I hid it in my
		computer under another title.

				THORKEL
		My God, what's going on in our school?
		First Professor Octavius almost blows up
		the Physics lab... Now this. You report
		it in triplicate, of course.

				ROZ
		Thorkel, be careful when you talk to
		Octavius. Remember... the man is a very
		fragile genius. One day he'll bring us
		all the Noble Prize.

				THORKEL
		Rosomorf, the man is a very dangerous
		crackpot!

	Off screen the voice of the CYCLOTRON WHINE begins to
	build.

				ROZ
		That's him again. He's working day and
		night.

				THORKEL
		I tell you the man is very dangerous.
			(the whine grows louder)
		Come on Rosomorf, let's stop him before
		this building will explode.

	INT. CYCLOTRON ROOM - NIGHT

	OCK and WEINER are at work as before. OCK takes no notice
	of the TWO MEN who come in, nor the WORKER who comes in
	behind them and sets to work attaching a BIG LOCK to the
	door.

				THORKEL
		Shut it down, Octavius.

	OCK ignores him. WEINER touches OCK'S shoulder. OCK
	ignores him too.

				THORKEL
		You've blown half the circuits in the
		Science Center.

				OCK
		Call an electrician.

				THORKEL
		I have called the locksmith.

				OCK
		What... what is he doing.

	He points toward the worker who's working on the lock on
	the main door.

				THORKEL
		We have to shut your lab down and take a
		look at the lines.

				ROZ
		Please, Otto, we must lock it up.

				OCK
			(to Thorkel)
		You're denying me access to my cyclotron?!

				THORKEL
		You bet.

	OCK glares back and forth between the TWO MEN, the WORKER,
	and WEINER. Then he pulls BACK the RED POWER THROTTLE.

	The WHINE descends.

	The WALDOS pull back and dangle from their panel. The
	WHINE dies.

				OCK
			(contemplating)
		Okey, dokey... just give me till tomorrow.
		I want to clean up my papers. Tomorrow...
		Ha... Tomorrow you can have this room...

				ROZ
		Oh... well Thorkel... few more hours
		won't make a difference.

				THORKEL
		I hope.

	He signals to the worker to stop.

	INT. APARTMENT OF AUNT MAY AND UNCLE BEN - NIGHT

	The N.Y. Mets are playing baseball on T.V. PETER watches
	with his UNCLE BEN, a paunchy 65 years old in POLYESTER
	SLACKS and a COMFY OLD SWEATER. A N.Y. METS CAP is
	perched on BEN'S head. A BEER CAN is in his hand. A
	cluttered but familiar living room sprawls comfortably
	around them.

				BEN
		Another brewski?

				PETER
		No, I'm fine, Uncle Ben.

				BEN
			(at T.V.)
		Yah! Way to do it. Alright!
			(to Peter)
		You don't follow the Mets like you used
		to, do you, Pete?

				PETER
		No, not so much anymore.

				BEN
		Funny. When your Mom and Dad, uh, passed
		away... I had this idea... I wanted you
		to be the best baseball player that ever
		was. Geez, what ever happened to that?

				PETER
		Little league.

				BEN
			(soft and warm)
		Yeah... Babe Ruth you wasn't.

	AUNT MAY enters.

				AUNT MAY
		It's on the table! Turn off the TV!

	BEN nods, rises sluggishly and slowly, and turns the sound
	off only. PETER moves toward his AUNT in the doorway.

				AUNT MAY
		How's that girl you told us about, Peter?

				PETER
		Liz? She's great... But she has a
		boyfriend.

	INT. THE DINING ROOM - NIGHT

	PETER passes AUNT MAY and takes his seat.

				AUNT MAY
		A boy your age should have a girlfriend.

				PETER
		Aunt May... she has a steady boyfriend.

				AUNT MAY
		Peter, any girl that's worth your
		attention is of course gonna have a
		boyfriend... But if she really gets to
		know what you have to offer she'll... you
		get my drift?

				BEN
		Look, just leave him alone, okay. When
		he's ready for girls he'll be a holy
		terror.
			(winks)
		It's in the blood.
			(now serious business)
		Lookit, how are you fixed for money,
		Pete? Maybe I can help you out a little.

				PETER
			(lying to them)
		No, I'm alright. My scholarship covers
		almost everything, and I sell some photos
		here and there. Today my physics
		professor asked for some of my work... he
		wants to study my data. They might
		publish my work in the science magazine...
		that'll bring me some money...

				BEN
			(practically cheering)
		Publish your work?! You hear that May...?

				PETER
			(embarrassed laughs)
		Yeah, in fact I have to leave a little
		early tonight, to meet Professor
		Octavius... He offered me to be his
		assistant...

				BEN
		Whoa! Did you hear that May...?

				AUNT MAY
		Oh, Peter, you promised you'd spend the
		night...

				PETER
		I... I can't, Aunt May. Professor
		Octavius wants to discuss my new
		findings.

				AUNT MAY
			(disappointed)
		Peter, what you should be finding... is a
		nice girlfriend.

	INT. BASEMENT CYCLOTRON ROOM - NIGHT

	WEINER is eating a large SANDWICH and a drinking a COKE.

				OCK
		I'll show them... closing the cyclotron
		on me... Weiner!

				WEINER
		Yes, Professor...

				OCK
		Where is he? It's ten past eight o'clock...

	A KNOCK

				WEINER
			(with mouth full)
		That must be him.
		He opens the door.

				PETER
		Good evening.

				OCK
		You are late.
			(to Weiner)
		Weiner, go outside and get us something
		to eat. And don't steal it! Just buy it.
		I'll reimburse you.

				WEINER
			(to Peter)
		Do you want anything Parker?

				PETER
		No thank you, I just had dinner at my
		aunt's...

				OCK
		Piss off, Weiner!

	WEINER leaves. PETER wanders around.

	He goes into the experimental chamber, he overlooks the
	SPIDER which is scuttling away and crawls inside the open
	WINDOW... and into the chamber.

				OCK
		Okey, dokey, Parker... how would you like
		to take Weiner's place... I mean, be my
		assistant?

				PETER
		Well, Professor, that would be a great
		honor, but I'm already working with...

				OCK
		Rosomorf... that imbecile. Don't you
		understand, kid, that I am about to
		uncover the greatest discovery since
		Einstein came up with his theory of
		relativity... The "Anti-Force."

				PETER
		Wow! The theory of the Anti-force! You
		should go for the Noble Prize Professor...

				OCK
		Noble Shmoble, I am going for a much
		bigger prize kid. Okey, dokey. Let me
		show you, kid, what I got here.

	OCK begins the experiment. We move in past the shattered
	WINDOW. We see the SPIDER crawling on the chamber's GEAR.

				OCK
		Present maximum anti-force power to date
		is 38 percent of theoretical limit. I
		have patched in the variable
		particle-wave accelerator...
			(shrugs)
		I will now try to reach 50% power...
			(big breath)
		And if your paper has any value... I can
		use it to get the power I'm missing to
		create the anti-force, to break through
		and beat any other form of power in our
		or any other universe, capish!

				PETER
		Sorry, Professor, I can't do it. I gave
		my word to Professor Rosomorf.

	OCK is angry... Ock now sees the SPIDER. He shoots out a
	WALDO to try and crush it but the SPIDER is too fast. The
	WALDO slams against the wall of the chamber. He starts to
	push every button or switch in sight. A deafening whining
	starts.

	An URGENT WARNING TONE causes OCK to look at the "Relative
	Gravity" DIAL. It is at "4.999999KG" but suddenly the
	numbers start to tumble rapidly.

	INSERT: The glowing 5KG WEIGHT.
	INSERT: The POWER DIAL inches toward 50% POWER!

				OCK
			(screaming)
		50 percent... anti-force... 50 percent...
		that's all I'm missing! Parker, we can
		be rich together!

				PETER
		Sorry... I'd better go now.

				OCK
			(really angry now)
		You'll be sorry, Parker.

	PETER leaves.

	Another URGENT WARNING TONE causes OCK to look at the
	monitor SCREEN. On it, flashing RED, is the word,
	"OVERLOAD!" OCK pushes the RED POWER THROTTLE forward!
	The WHINE increases to a PULSE and THROB.

	INT. EXPERIMENTAL CHAMBER - NIGHT

	Incredibly lit, the SPIDER is dropping on it's shimmering
	WEB-STRAND down toward the 5KG WEIGHT which now GLOWS in
	time with the THROB and PULSE.

	INT. THE CONTROL ROOM - NIGHT

	The MONITOR is flashing "MAXIMUM OVERLOAD - SHUT DOWN!"
	OCK continues with the experiment. And then he sees the
	SPIDER!

				OCK
		You! Get out of there, you creeping...

	He tries to shove the SPIDER with his hand.

	INT. EXPERIMENTAL CHAMBER - NIGHT

	Through the BLUE-WHITE we can barely make out OCK on the
	other side if the shattered WINDOW. He sends TWO WALDOS
	after the SPIDER. The SPIDER evades him and jumps onto
	the PROFESSOR's back. It then climbs onto the PROFESSOR's
	neck and bites him.

				OCK
			(anguish)
		Noooooooooooo!

	The gravity DIAL goes to .000001, then pops back up as
	OCK'S tiny world goes berserk. DIALS spin, crack, explode
	or droop liquidly. WIRES dance on the CONSOLE which
	erupts like the 4th of JULY.

	OCK begins to float. His shirt begins to tear away. A
	DIAL floats by with its pulled WIRES undulating like a
	Medusa. WALDOS smash through the walls and flail like
	snakes. OCK'S YELLOW THERMOS distorts and EXPLODES!
	OCK, his hair wild, face locked in a multi-G grimace, is
	pinned halfway up a wall that is showering the room with
	SPARKS.

				OCK
			(ecstasy above the din)
		It's an energy storm! Okey! Dokey!

	We see clearly the SPIDER still stuck to his neck.
	The big beast buffets and shakes. Tubes, junctions,
	valves and whatnot fall off, crashing to the floor where
	they twitch and writhe with a life of their own.

	Then, an enormous EXPLOSION rips a large hole in the
	CYCLOTRON's side, sending debris and a HUNDRED MICRO-
	STREAMS of ELECTRONIC PARTICLES lancing in our direction.

	INT. BASEMENT HALLWAY - NIGHT

	Ultimate weirdness! The PULSING BLUE-WHITE LIGHT
	penetrates first the DOOR of the CYCLOTRON ROOM and then
	the very walls! LOCKERS bang, LAMPS POP, the ceiling sags
	in a SURREAL, RUBBERY way.

	The WALLS sag too! The CYCLOTRON SIGN pivots and embeds
	itself in a WALL. A LADDER sinks in the WALL. The BLUE-
	WHITE LIGHT dances wildly about in PULSES. Then,
	suddenly, it stops... DEAD SILENCE. WEINER comes running
	in holding a double decker sandwich and a large bottle of
	Pepsi. Weiner enters OCK'S lab, singing, not at first
	noticing what's going on. Suddenly he stops dead.

	INT. CYCLOTRON ROOM - NIGHT

	A scene out of DALI's surrealistic canvas. There are
	things inside of other things. DIALS look like DALI
	watches. This place has been rippled to the max!
	OCK lays face up, unconscious on the floor, a WALDO across
	his chest. The SPIDER is weaving its web. CAMERA slowly
	DOWN to see OCK. PIPES and WIRES are stuck to his body.
	The WALDO seems to be wrapping him. He wakes up to see
	those MECHANICAL ARMS buried in his body. They weave
	around him as if they are looking for prey. He tries to
	tear them out, but they seem to be a part of his body,
	like his other limbs. He screams. Suddenly Weiner sees
	OCK.

				WEINER
		Professor... what happened to you? What
		did you do...

	Suddenly one of the waldos hits him so strongly that he
	flies back and out through the door to the corridor.

	INT. BASEMENT HALLWAY - NIGHT

				WEINER
		Oh my God... what happened here...

	He hears the police sirens approaching, he runs away.

				WEINER
		I better get out of here.

	EXT. THE EMPIRE UNIVERSITY - NIGHT

	The long SCREAM segues to a POLICE SIREN. A COP CAR pulls
	to a halt in front of the COLLEGE. Many NYPD CARS are
	already there, along with a NUCLEAR REGULATORY VAN, some
	AMBULANCES, a VAN from the ENVIRONMENTAL PROTECTION AGENCY
	and TWO TV VANS. ROZ runs across the lawn.

	POLICE STRUGGLE to hold back the crowd of press, students
	and general gawkers.

	J. JAMESON pushes to the front of the mob in time to see
	TWO COPS hustle a BUGLE PHOTOGRAPHER back into it.
	The MAN shakes his head. JAMESON throws down his CIGAR,
	stomps it, and pulls out a fresh one. THORKEL arrives to
	address the CROWD.

				THORKEL
			(through bull horn)
		There is no danger. Please go back to
		your dorms. I repeat, there is no danger.

				JAMESON
			(approaches him)
		Spill it out, Professor! The public
		wants to know!

	The CROWD closes on THORKEL.

				THORKEL
		Who are you?

				JAMESON
		Jameson, Daily Bugle, Chief Editor, now
		what really happened here?

				THORKEL
		There will be a press announcement in the
		morning Mr. Jameson... now if you'll
		excuse me.

	This elicits a flood of AD LIBS: "I heard a terrible
	explosion?" "Nuclear accidents?" "Meltdown?" "Genetic
	engineering?" "Are you guys making mutants in there?"

				THORKEL
		I have nothing to say... there will be an
		announcement. Now, please go home...
		everybody... we must clear the grounds...

	In the back of the crowd are PETER, HARRY, LIZ, FLASH and
	KIM.

				FLASH
		You think they'll cancel classes?

				HARRY
		They must... the whole building must be
		contaminated with some kind of poisonous
		gas.

				PETER
		How about nuclear contaminations?

				KIM
		My God... lets beat it.
		But nobody moves.

				LIZ
			(more interested in other
			things)
		Could anyone be in there, Peter?

				PETER
			(concerned)
		I don't know... Maybe Professor Octavius.
		He usually works late...

				FLASH
		That nut, I bet it was all his doing...

				JAMESON
			(seeing Peter)
		Hey Parker! Peter Parker!

	PETER pushes forward.

				PETER
		Mr. Jameson! What are you doing here?
		What's going on?

				JAMESON
		That's for them to know, and for you to
		find out.

				PETER
		But sir, they wouldn't tell us. You
		heard Thorkel... he said...

				JAMESON
		A press announcement tomorrow...! But we
		must know tonight Parker. This is your
		university, right...

				PETER
		Yes, but...

				JAMESON
		You got your camera?

				PETER
		Sure, but I can't--

				JAMESON
		A hundred dollars says you can?

				PETER
		Yes sir!

				JAMESON
		Get inside and get pictures, fifty bucks.

				PETER
		You just said a hundred.

				JAMESON
		Seventy, but I want blood and gore.

				PETER
			(calling back)
		Seeya guys.

	He dashes off. FLASH shakes his head in dismay at this
	guy.

				LIZ
		Where is he going?

				JAMESON
		To make fifty bucks.

	EXT. SCIENCE CENTER - NIGHT

	PETER approaches a CYCLONE FENCE keeping low and out of
	sight. He leaps it like a skirmisher but fails
	ignominiously in a heap. He's torn his PANTS and cut his
	leg. He moves to the side of the building.

	A DUMPSTER sits next to a FIRE DOOR. It's locked. As
	PETER mulls over his next move, the LOCK clicks and the
	DOOR slowly opens. PETER leaps on the DUMPSTER... and
	falls in.

	INT. DUMPSTER - NIGHT

	PETER lays in the GARBAGE, a pained look on his face. He
	rolls over and comes face to face with a wet DAILY BUGLE.
	The headline reads, "Wave of Violence Rips City!" He pulls
	himself up and peers out.

	He sees a UNIFORMED GUARD hold the DOOR open for THREE MEN
	IN RADIATION SUITS who remove some weirdly fused objects.
	When they let the DOOR swing closed, PETER stops it by
	inserting the NEWSPAPER in the top.

	EXT. FIRE DOOR - NIGHT

	PETER squeezes inside and jumps to knock out the
	NEWSPAPER. The Door closes behind him.

	INT. BASEMENT HALLWAY - NIGHT

	Skewed, strange, surreal, PETER stares at the weirdness
	and fumbles with his CAMERA. He snaps off a few shots,
	then freezes when he hears a familiar voice.

				ROZ (V.O.)
			(filtered through face mask)
		Take it easy. Take it easy with him.

				THORKEL (V.O.)
		Take him away and never bring him back!

	Now we see ROZ and THORKEL following 2 GUARDS carrying OCK
	in a stretcher. They all wear RADIATION SUITS. A waldo
	sneaks out from under the sheet and hits Thorkel, as fast
	as lightning. He falls back. He's covered with a SHEET
	and attached to LIFE SUPPORT EQUIPMENT. Octavius moans.

				THORKEL
		What was that?

				ROZ
		What was what?

				THORKEL
		What hit me?

				ROZ
		What hit you?

				THORKEL
		I don't know. It was so fast.

				ROZ
		You're going to be fine, Otto.

	PETER gets off a shot and ducks into the MEN'S room
	leaving the DOOR ajar for a peak.

	A WALDO slips down from the SHEET. PETER'S eyes go wide
	at the sight. What in the hell has happened here?

	INT. MEN'S ROOM - NIGHT

	The URINALS are twisted in bizarre shapes. PIPES are
	exposed and spout WATER. The MIRRORS look like something
	out of a funhouse. PETER hears the STRETCHER go by.
	PETER goes to the DOOR of OCK'S Lab and cracks it. PAN up
	to the SPIDER, GLOWING softly, dangling from a SHIMMERING
	STRAND above PETER.

	As PETER looks out at the STRETCHER, the SPIDER drops on
	his neck. He reacts by swatting it away. Bad move.
	The GLOWING SPIDER now squats malevolently on the back of
	PETER's hand. He stares at it transfixed. It bites.

				PETER
		Ow!!!

	PETER throws the SPIDER to the ripply tile floor where it
	scuttles unsteadily out the door.

	Sweat starts to bead on PETER'S face. He shakes his head
	to clear it. His vision becomes uncertain. He lurches
	against a WEIRD SINK.

	PETER'S POV is not just uncertain, not just fuzzy, not
	just moving in and out anamorphically. It's all of that!

				GUARD (V.O.)
			(heavily distorted)
		Hey! What are you doing here, kid?

	PETER turns to see a UNIFORMED GUARD distorted by his
	crazy vision.

				PETER
		I feel a little funny...

				GUARD
			(heavily distorted)
		Yeah? Well, I ain't laughing. Get out...
		Just get out of here...

	EXT. FIRE DOOR - NIGHT

	It bangs open. The GUARD throws PETER out and then throws
	his BACK PACK at him.

				GUARD
			(still distorted)
		You get yourself over to the Police lines.

				PETER
			(ultra wooz)
		Right. Police lines.

	EXT. UNIVERSITY - NIGHT

	PETER melds into the crowd. As in a dream, JAMESON
	appears at his side.

				JAMESON
			(distorted)
		Okay, scoop, whaddaya got?

				PETER
		I... got pictures of the Professor... in
		there... it's so strange in there... so
		bizarre...

				JAMESON
			(winks)
		Good job, kid. Bizarre is what we need.
		Pick this up in the morning.
			(holding up his camera)
		There'll be two crisp twenties tucked
		inside.

	He hurries off. PETER peers after him and all of a sudden
	his vision corrects to a perfect focus. The sweat is
	gone. He's okay. He makes his way through the crowd to
	the street.

	We TRACK with PETER as the madding throng recedes behind
	him. He turns a corner. He hears a SIREN.

	An AMBULANCE screeches around the corner. It nearly hits
	PETER who leaps to avoid it.

	EXT. BRICK BUILDING - NIGHT

	PETER'S cheek is pressed against the brick. He opens his
	eyes and sees that he's hanging onto the side of the
	building like a spider. And he's three stories up!
	He looks down and sees the street thirty feet below him!
	And the Ambulance which he jumped over is driving away.
	He tries a downward step, but a BRICK dislodges and
	crashes to the sidewalk. He takes an upward step. And
	then another.

	Tentatively at first, and then with growing confidence, he
	"crawls" to the roof of the building. At the top he
	gropes for a RAILING and slips. He dangles eight stories
	above the street. Then, with a grunt, he vaults to the
	roof one-handed.

	EXT. THE ROOF - NIGHT

	PETER is flat on his back, staring at the stars. He sits
	up and looks wonderingly at his hands.

	On the back of his right hand are TWO PUNCTURE WOUNDS
	surrounded by a faint BLUE-WHITE PULSING GLOW. The GLOW
	disappears.

				PETER
			(mutters to himself)
		This is weird. My God, I feel so weird...

	He leaps to his feet. He flexes. Feels weird. Good
	Weird. In fact, great weird! He tries a couple of
	"jumping jacks" and on the third jump he soars into the
	air!

				PETER
			(exhilarated)
		Very weird.

	The great, bespangled, NEW YORK CITY is his backdrop as
	PETER jumps and turns and does loops in the air.
	With the agility and tactility of a spider, PETER leaps
	from the RAILING to a WALL to a FLAG POLE to another WALL
	where he lands sideways and sticks.

				PETER
			(sideways)
		Very, very weird.

	He leaps off the WALL and lands at the edge of the roof.
	He looks down. No one's looking back. So, he takes a
	step back and leaps the alley to the next roof.

	EXT. ROOFTOP SHACK - NIGHT

	PETER lands on it. The next roof is seven stories up and
	across the street. PETER bites his lip.

				PETER
		Well, what the hell!!

	EXT. THE TALLER BUILDING - NIGHT

	Backlit by a FULL MOON, PETER somersaults to the roof of
	the taller building, and misses the top!

	He sticks to the brick FACADE, upside down! He laughs
	with the moment. A WINDOW opens below him and a pretty
	BLONDE in a TOWEL sticks her head out. She looks this way
	and that, and all she sees is a MAN in a LOUD SPORTCOAT
	down the street. Never thinking to look up, she withdraws
	into the room.

	EXT. CHELSEA STREET - NIGHT

	The MAN in the LOUD SPORTCOAT leans against a LAMP POST
	and lights a CIGARETTE with a BEAT UP, SILVER PLATED
	LIGHTER.

	In the LIGHTER he sees a reflection of PETER leaping off
	the taller building. He snaps around and looks up in time
	to see PETER make it to the next FACADE.

	EXT. ROOFTOP MONTAGE - NIGHT

	With the UPTOWN SKYLINE behind him, PETER casts caution to
	the wind and leaps from rooftop to rooftop.

	Watching from the street, the MAN in the LOUD SPORTCOAT
	follows PETER'S progress.

	PETER leaps to a BROWNSTONE and lands amid the WASH.
	He leaps up to a TENEMENT and lands on a BILLBOARD across
	which he does a "bug crawl" and leaps again.

	He touches down on a PIGEON COOP and bounds up and out of
	frame again. The COOP OWNER, a LATINO in an undershirt
	and a YANKEES CAP, comes running out of the COOP.

	He's so surprised that he leaves the DOOR open and twenty
	WHITE MORNING DOVES fly away in a furious flapping, free
	at last. The LATINO lets out a stream of Hispanic
	expletives complete with all the appropriately obscene
	gestures.

	PETER slides down a CABLE to a LAMP POST, and swirls down
	the POLE to a PHONE BOOTH.

	EXT. PHONE BOOTH - NIGHT

	PETER comes face to face with the man in the LOUD
	SPORTCOAT. He gives PETER his CARD.

				REISS
		You're a kid who's going places, and I'm
		gonna point you the right way.

				PETER
			(reading card)
		Max Reiss, models, strip dancers, escort
		girls, blue movies...

				REISS
		Oops... sorry, wrong card.
			(exchanges cards)

				PETER
		Max Reiss, Talent management.

				REISS
		It's a big outfit. Got a lot of
		departments.

				PETER
		Yeah... well... why you approach me? I'm
		not...

				REISS
		Oh yes you are... very talented. The
		three questions of show business success.
		One do you think you possess a unique
		talent?

				PETER
		Well...

				REISS
		Two... what are you gonna do with it?

				PETER
			(not a clue)
		Well... I don't know.

				REISS
			(the clincher)
		Three... how much money you got in your
		pocket?

				PETER
		Ten.

				REISS
		You invest half of that with me and I'll
		make you a star.

				PETER
			(laughing)
		What are you talking about?

				REISS
		I'm talking about fame. I'm talking
		about fortune. I'm talking about the
		chance of a lifetime. How'd you like to
		be on MTV tomorrow night?

				PETER
		MTV...? Me? Really?

				REISS
		Taxi!

	It screeches to a stop.

				PETER
		Hey!

				REISS
			(getting in)
		Kid! Tomorrow night. Same place, same
		time.

				PETER
			(calling after)
		How do you know I'll show up?

	As the TAXI roars off...

				REISS
			(from the taxi window)
		Because you wanna be a star... everybody
		does.

	PETER pulls out a QUARTER. And enters a phone booth. He
	dials.

				PETER
		Hello? Aunt May?

				AUNT MAY (V.O.)
			(filtered)
		Peter? What time is it? Are you alright?

				PETER
		Well, no, I mean yeah I'm fine, but
		listen... Aunti, the craziest thing
		happened to me tonight.

	INT./ EXT. PHONE BOOTH/AUNT MAY'S BEDROOM - NIGHT

	As UNCLE BEN stirs fitfully

				AUNT MAY
			(lovingly)
		Does this have to do with a certain girl
		we talked about at dinner?

				PETER
		No, no, look, there was this radioactive
		experiment... I was poisoned!

				AUNT MAY
		You were what?

				PETER
		I was bitten by a bug.

				AUNT MAY
		Oh! I get it, you mean a love bug.

				PETER
		No... No... A spider...

				AUNT MAY
		Peter, did you at least talk to her?

				PETER
		Aunt May, listen to me. I got bitten on
		the hand... by a poisonous spider.

				AUNT MAY
		She bit you?

				PETER
		No. I was in the bathroom and...

				AUNT MAY
		Oh, you did it in the bathroom? Peter,
		this is craziness, why don't you use your
		bed? You're up all night. You're in the
		radioactive labs. You never take time to
		eat or sleep. Am I right?

				PETER
		Yes, Aunt May.

	INT. PHONE BOOTH - NIGHT

				AUNT MAY (V.O.)
		Did you eat something today?

				PETER
		Yes, Aunt May.

				AUNT MAY (V.O.)
		Okay, Peter go back to bed, and remember
		we love you.

				PETER
		And I love you too, Aunt May.
			(hangs up)
		And by the way, I got a mess of super
		powers today.

	Exit booth. He BANGS the PHONE BOOTH. Goes out and--
	jumps lightly onto the phone booth roof.

	INT. HOSPITAL OPERATING ROOM - NIGHT

	OCK is prepped for surgery. GOWNED PERSONNEL hurry about
	with a feverish urgency. The CHIEF SURGEON checks the
	SENSORS attached to OCK'S head. These seasoned
	professionals are astonished and frightened.

				CHIEF SURGEON
			(whispers)
		Look at these brainwave readings. The
		mental activity is ten times of any
		normal man...!

				BRAINMAN
			(whispers)
		Equipment malfunction...?

				CHIEF SURGEON
			(whispers)
		Hell, yeah... his.
			(checks Ock's chest)
		My God... I thought I'd seen everything...

				SURGEON #2
			(whispers)
		But this is beyond medicine. This is
		madness...!

	OCK lays bare chested, face up, all FOUR WALDOS splayed.
	He is a true cyborg. Part man, part machine. Part
	organic, part molybdenum steel.

				NURSE
			(leaning in, blitzed)
		It is so freaky...

				CHIEF SURGEON
			(stern for the staff's
			sake)
		Okay, lets stop yakking and get cracking.
		I want to go in at the upper thoracic.
		Then we'll work our way around.
			(slaps Ock's shoulder)
		Hang in there, man.

	INSERT: The WALDO nearest the slap moves ever so slightly.
	The triangular CLAW rotates a quarter turn and then turns
	back.

	The NURSE sees it and SCREAMS.

				CHIEF SURGEON
			(glares)
		Nurse! Number seven scalpel.
		Arthroscope stand by. Read out
		parameters in progress. Let's go in.
		You alright?

				NURSE
		Yes... Yes, of course. Everything's
		online.

				CHIEF SURGEON
		Scalpel! No... no... a larger one...
		the largest we have!

	She slaps a HUGE ONE into his palm. He takes a deep
	breath and goes to work. MASKED heads gather round him.
	The SCALPEL is poised at the line where skin meets steel.
	We make an incision. The INSTRUMENTS go crazy. WARNING
	BELLS and BUZZERS sound.

				HEAD NURSE
		Kill the alarms!

				BRAINMAN
		He's going off the chart!

	A WALDO flashes around the steel leg of the operating
	TABLE and clanks tight!

				CHIEF SURGEON
		Mop. Mop! Sutures and clamps! Hurry up!

				SURGEON #2
		We're losing him. Defibrillate!

	A HEART MACHINE is rushed in. They work frantically.

				CHIEF SURGEON
		Zap him!

				BRAINMAN
		Stabilizing alpha waves...

	SURGEON #2 applies the CARDIAC SHOCK PADS.

	INT. HOSPITAL ROOM - DAY

				NURSE
		You have a visitor, Doctor...

	She leaves OCK and THORKEL alone.

				THORKEL
			(enjoying this)
		Octavius, I'm afraid I have bad news for
		you.

				OCK
		The cyclotron is damaged...

				THORKEL
		What used to be the cyclotron was
		permanently shut down this afternoon.

				OCK
		But my work!

				THORKEL
		Your work is a disaster! Look at
		yourself!

				OCK
		Myself? I don't matter. Nobody matters
		anymore. To enter a new dimension we
		must first destroy our own...

				THORKEL
		What are you saying?

	OCK gets off his bed throwing away his sheet waving with
	his 4 WALDOS and 2 arms.

				OCK
		Destroy life. Life is... insignificant.
		Bags of sleepy, sluggish flesh. What
		would you say?

				THORKEL
		Oh, my God, what are those horrible
		things sticking from your body?

				OCK
			(gets more and more excited)
		Thorkel, if I told you that for one
		moment in time I broke all the laws! For
		one brief glorious moment, I broke
		through to the other side. I saw... I
		felt... I became creation.

				THORKEL
		What on Earth are you rambling about?

				OCK
		Destiny!!! My destiny! I see it all so
		clearly now. Universal destruction, yes.
		All I need is the power... then I can
		destroy this illusion you call life. It
		is my destiny to lead us to the light!

				THORKEL
		You're a madman.

				OCK
		And you are a fool. I will end the
		universe as you know it. And in that
		final moment... I'll laugh my ass off
		while you're kissing yours goodbye!

				THORKEL
			(excited)
		Goodbye is right, Octavius... You're
		fired... sacked... canned. You are
		history, Doctor Octavius. And I couldn't
		be more pleased to be the first to tell
		you this good news...

	A WALDO shoots up and grabs THORKEL by the throat. He
	GASPS and SCREAMS silently as the telescoping WALDO lifts
	him off his feet. He rises until his head is just inches
	from the ceiling.

				THORKEL
			(his last words)
		Let me down Ock... you crazy... MONSTER!
		Let me down!

	Then OCK smiles and slams THORKEL'S head through the
	ceiling. PLASTER rains down. THORKEL'S legs scissor and
	kick and then go limp. OCK throws his dead body on to the
	bed, and covers him with the WHITE SHEETS.

				OCK
		Okey, dokey.

	INT. TAXI - NIGHT

	Through the WINDOW of the TAXI we see MADISON SQUARE
	GARDEN.

	As it pulls up, a sign reads, "Midnight Madness! MTV's
	Rock and Wrestling 'SLAMMY Awards!" The TAXI come to a
	stop.

				PETER
			(looking up at the sign)
		MTV Wrestling?!

				REISS
			(getting out)
		That's the place. Pay the man.

	MAX REISS gets out, he is carrying a BOX.

				PETER
		Look, Mr. Reiss... I'm not real
		interested in watching a wrestling match.

				REISS
		Who said anything about watching a
		wrestling match? You're here to win a
		wrestling match!

				PETER
		Me? You must be kidding.

	REISS hustles PETER inside.

				REISS
		You hop around. You know, the way you
		did last night. Your opponent gets tired.
		He falls down. The ref counts to three,
		you win, and we pick up a thousand bucks.

	INT. CATACOMBS MADISON SQUARE GARDEN - NIGHT

	We can hear the CROWD screaming at something in the
	background as REISS leads PETER to an employee WASHROOM
	and shows him the BOX.

				REISS
		You're really gonna love this.

				PETER
		Look, really, I don't know...

				REISS
		You don't have to know. I know enough
		for both of us.
			(pause)
		Change in there.

				PETER
		What is this?

				REISS
		A costume... something that fits your
		talent. Go put it on. I'm sure you'll
		like it.

	He slaps the BOX against PETER'S chest and all but pushes
	him inside.

	INT. WASHROOM - NIGHT

	PETER takes the suit out of the BOX. It is the SPIDER-MAN
	SUIT! He looks at it and shrugs. Then he begins to
	struggle into it.

	PETER is looking at himself in the MIRROR. He is dressed
	in all but the MASK. And he looks terrific! He flexes.
	He smoothes his hair. He's starting to get into it.

	INT. THE ARENA - NIGHT

	CRUSHER COLE is destroying an opponent.

	INT. THE CATACOMBS - NIGHT

	REISS winces as the CROWD CHEERS and BOOS.

				PETER
			(comes out)
		How does it look? I feel like it's
		Halloween.

				REISS
		Cover your face with the mask.

				PETER
		Why?

				REISS
		Mystery, my friend. Nobody should know
		who you are...

	INT. THE RING - NIGHT

	CRUSHER COLE is doing a big flexing number and the CROWD
	is going wild. There are MTV CAMERAS and SIGNS and
	BANNERS proclaiming the "SLAMMIES" everywhere.

				RING ANNOUNCER
		And now, a new challenger, for the
		thousand dollar fight, weighing in at one
		hundred and fifty pounds... from parts
		unknown! Here is the Amazing...
		Mysterious... Incredible Superman...

				REISS
			(snorts from ringside,
			hating the name)
		No, not Superman... Spider-Man...
		SPIDER-MAN!!!

				RING ANNOUNCER
		...Spider-Man!!!!!

	The CROWD BOOS the slender newcomer who climbs awkwardly
	through the ropes. Rock music blares. TWIN REDHEADS in
	RED BIKINIS ring a bell.

	CRUSHER COLE and SPIDER-MAN circle. COLE is twice
	SPIDEY'S size. SPIDEY spots a TV CAMERA for the first
	time. He momentarily freezes. CRUSHER sneers the CRUSHER
	sneer. Then he charges!

	With the agility of a spider, SPIDEY leaps out of the way.
	CRUSHER comes back at him. SPIDEY leaps again, bigger!
	The acrobatics get more and more dramatic as CRUSHER COLE
	works himself up into a theatrical rage. Taunts erupt
	from the CROWD.

				OLD LADY
		Kill the sucker, Crusher!

	SPIDEY, really getting into it now, begins playing for the
	CAMERAS.

				HIPSTER
			(between two blondes)
		Whatsamatter, Crusher, can't you crush
		that bug?

				CRUSHER
			(to Spidey)
		Okay, Web Face, this is it!

	He misses SPIDEY again!

				HIPSTER
		Hey, Crusher, you need a insecticide!
			(his blondes titter)

	INT. LIZ/KIM'S DORM ROOM - NIGHT

	LIZ'S side is all schoolwork. KIM'S side is all ROCK
	POSTERS and STUFFED ANIMALS. LIZ is curled up doing
	homework. FLASH and KIM sit on the edge of the bed
	watching the "SLAMMIES" on MTV.

				FLASH
		Will you look at this Spider-Man guy! He
		is absolutely incredible!

				KIM
		Liz, get a load of this outfit! I wish I
		had it for the Halloween party... it's
		quite sexy.

				LIZ
		Will you two shush. I'm trying to work.

	INT. RING - NIGHT

	The match continues in an increasingly spectacular
	choreography. CRUSHER bellows at the SCREAMING CROWD.
	But there's a gleam in his eye. This is it!
	He charges. SPIDEY, playing the CAMERAS for all he's
	worth, leaps way, way up. But this time CRUSHER stops
	dead in his tracks. SPIDER-MAN comes back down into a
	forearm SMASH that sends him reeling into a corner.
	CRUSHER does a flying pin. 300 pounds. WOMP! The air
	leaves SPIDEY in a rush as CRUSHER covers him, smothering
	him. The CROWD goes WILD.

				REF
		One...!

				REISS
		Get up...! Get up...!

				REF
		Two...!

	Not realizing his own strength and panicky about being
	squashed, SPIDER-MAN throws CRUSHER COLE off him and up
	into the air. Way up! Reiss cheers... Spider-Man comes
	down and knocks CRUSHER for the first time.

	CRUSHER flies away and out of the arena, eight rows back!
	The HIPSTER sees CRUSHER coming at him and bolts from his
	seat. CRUSHER lands on it, in between the TWO BLONDES who
	break into utter hysterics.

	SPIDEY, surprised at his own strength, watches CRUSHER
	land.

				SPIDER-MAN
			(whispers to himself)
		Wow...

				REF
		Ladies and Gentlemen, history is made
		today, we have here the first man to win
		a thousand dollars against the mighty
		Crusher.

	The REF raises his hand in victory. The CROWD BOOS and
	DEBRIS rains down. But some in the CROWD CHEER wildly,
	recognizing the new sensation.

	SPIDER-MAN steps down from the right as REISS leads the
	CHEERS.

				PETER
		Max! Am I really gonna get a thousand...

				REISS
		We are going to get a thousand--

	PETER turns with REISS and comes face to face with CRUSHER
	COLE. Two ominous beats.

				CRUSHER
		Hi, who are you, kid?

				PETER
		I'm Peter Parker.

				REISS
		He is Spider-Man, and I handle him...
		Whenever you want a rematch call me.
		Next time it's gonna be ten thousand,
		what do you say... Crusher?

				SPIDER-MAN
		Oh, look, Mr. Crusher, I'm really sorry
		about what happened in there. Really...

				CRUSHER
		Oh, well, I don't know what happened to
		me tonight...
			(measures his muscles)
		I really don't know...

				REISS
		I know... you lost. Big man you lost to
		the Amazing Spider-Man.

	EXT. CITY STREET - NEAR A HOSPITAL - DAY

	WE ARE TIGHT ON A NEW YORK JOURNAL TRUCK. On its SIDE
	BANNER is a PICTURE of SPIDER-MAN'S face. Headline: "Who
	is he? Mega-Smash Hits MTV!"

	The TRUCK pulls away and we see PETER, LIZ, HARRY and KIM
	standing on the sidewalk waiting to cross. PETER is
	rocking on his heels and smirking.

				PETER
			(indicating truck)
		You know who that is?

				LIZ
			(walking ahead)
		Yeah... he's some clown we saw on TV last
		night... boy does Flash think he's hot.

				PETER
		He does...

				KIM
		I love wrestling.

				HARRY
		Wrestling is all bluff. Do you really
		believe this little guy in a stupid
		Spider-Man suit beat the Crusher?

				LIZ
		Hey, we better rush... visiting hours
		will be over soon.

	INT. HOSPITAL CORRIDOR & ROOM - DAY

	The NURSE leads PETER and LIZ and HARRY into the room.

				NURSE
		Doctor Octavius? You have visitors.
		Doctor Octavius?

	We hold for a beat. When LIZ takes a step forward to look
	around we expect the worst. But nothing grabs her.
	PETER sees a pile of PLASTER on the floor. He looks up
	and sees the hole in the ceiling. LIZ and HARRY look up
	too. OCK is not there.

				PETER
		Ock is not here!

				LIZ
		My God, what happened?

				NURSE
		I'd better call the doctor!

				HARRY
		You'd better call the police!

	KIM screams.

	INT. CORRIDOR TO OCK'S LAB - DAY

	OCK, hiding his WALDOS under a white hospital robe. He
	stalls until he reaches the door. Then one of his WALDOS
	peaks out and snaps open the new locks on the door.

	INT. CONTROL ROOM - NIGHT

	OCK, in a white hospital robe walks through the surreal
	debris. Two WALDOS reach out and "sense" the ripples on
	opposite WALLS. He runs a hand through his hair.

				OCK
		What a wreck. What a useless, wasted
		wreck. Okey, dokey. We rebuild you, my
		damaged darling. Bigger, better, hotter!
		A world class, super cyclotron!

	He hears a NOISE behind him and reacts. And here comes
	WEINER. Bedraggled, shuffling through the CONTROL ROOM
	door. He eyeballs the incredible wreckage.

				WEINER
		There you are, doc... where have you
		been... whoa this place is messed up.

	OCK turns, WALDOS writhing. WEINER sees them and kind of
	ducks, remembering how he was hit by them once.

				WEINER
			(smirks)
		Whoa, doc! You look a little messed up
		yourself.

				OCK
		Where have you been, you imbecile?

				WEINER
		I went to the wrestling...

				OCK
		Wrestling...

				WEINER
		I went after the kid. You still want
		that Parker guy's data, don't you?

				OCK
		Well, did you get it?

				WEINER
		No, I followed him... but I lost him in
		the crowd.

				OCK
		Lost him? You--

				WEINER
		I'll find him, Maestro... I promise...
		soon... maybe by tomorrow.

				OCK
		So how was the wrestling?

				WEINER
		Fantastic! There was this new wrestler...
		beat the mighty Crusher. You won't
		believe it... a nothing of a guy... calls
		himself this stupid name... the Amazing
		Spider-Man... would you believe it?

				OCK
		Spider-Man, huh? Well, maybe I'll just
		go and wrestle myself one of these days...
		with all my new arms... I'm sure I can
		beat Crusher or any other monster.

	Suddenly OCK throws out his WALDOS from under his long
	white coat, grabs WEINER and, lifts him up in the air,
	smiles cynically and with cruelty!

				OCK
		Will I beat him, this Crusher, will I
		beat him or not?

				WEINER
		No... no, please... I mean yes, yes...
		you'll beat him easily... let me down...
		Please... I'll do anything for you...

				OCK
		The Parker data... get me the Parker
		data, you hear?!!!

	EXT. PETER PARKER'S ROOFTOP - DAY

	A CAMERA is mounted on a TRIPOD facing us. A TIMER winds
	down and it CLICKS.

	REVERSE ANGLE - CAMERA'S POV.
	SPIDER-MAN is clinging to the side of a WALL.

				SPIDER-MAN
		And one like this...
			(changing pose)
		And one looking real sincere.

	The WHITE EYES narrow to a slit. CLICK.
	Suddenly he spots WEINER climbing onto his roof. He
	hides.

	WEINER tiptoes into the roof apartment. SPIDER-MAN jumps
	in and grabs him.

				SPIDER-MAN
		What are you doing here?

				WEINER
		I'm looking for Peter Parker.

				SPIDER-MAN
		Oh, yes... so why not use the front door?

	SPIDER-MAN throws him back onto the roof so that he almost
	slides over the edge. WEINER turns, facing SPIDER-MAN.

				WEINER
		Hey, I know you...

				SPIDER-MAN
		You do?

				WEINER
		I saw you crushing the Crusher.

				SPIDER-MAN
		You like wrestling?

	SPIDER-MAN jumps and reaches WEINER.

				WEINER
		I love it! You are the best wrestler I
		have ever seen... please don't hurt me!

	SPIDER-MAN picks up WEINER, throws him up to an antenna
	above the building, to which WEINER clings desperately.
	SPIDER-MAN circles the antenna.

				WEINER
		Oh, please... don't kill me. Please help
		me down.

				SPIDER-MAN
		Of course I'll help you down. I am
		Spider-Man... the good guy, am I not?

				WEINER
		Yes... yes, you are.

	SPIDER-MAN jumps to the CHIMNEY, picks WEINER up in his
	arms and whispers to him.

				SPIDER-MAN
		And by the way, Peter Parker does not
		live here anymore...

	SPIDER-MAN jumps with WEINER in his arms to the edge of
	the roof.

				SPIDER-MAN
		And tell the Professor he can't have
		Peter's data. Goodbye.

	SPIDER-MAN drops WEINER off the roof, three floors
	straight down into heavy bushes below.

	INT. ELECTRODYNE FACTORY SHOP - DAY

	A SIGN tells us so. A CLERK is double checking a long
	list of items OCK has ordered.

	CLERK
	Holy cow, whattaya building, fella, a
	cyclotron?
			(Ock glares at him)
		Okay... lets see here. Page three. We
		got 30,000 feet of 50-gauge copper co-ax...
		twin 550 XK transformers... cadmium
		accelerator rails, a half dozen... a GBC
		relative multi-phase transducer... and
		one yellow thermos.
			(finishes computation)
		That'll be $475,989.65...

				OCK
		Wrap it up...

	CLERK
	What about the money... or do you pay by
	credit card?

				OCK
			(a long beat)
		Cash! I'll be back soon.

	EXT. STREET - OUTSIDE OF A BANK - BACK DOOR - NIGHT

	An ARMORED TRUCK rolls by and stops. TWO GUARDS open the
	Bank's DOORS.

	Suddenly a WALDO smashes through the DRIVER'S SIDE WINDOW
	of the ARMORED TRUCK, wrapping around the DRIVER'S NECK
	and pulling him through the WINDOW. The SHOTGUN goes for
	his weapon, but a WALDO smashes in and pulls the GUN out
	through his WINDOW.

	TWO WALDOS shoot out and attach themselves to the REAR
	DOOR.

				BANK GUARD
		What's going on here?

	The WALDO knocks him over. OCK rips the DOOR off! The
	TRUCK is full of MONEY BAGS.

				OCK
		Cash!

	INT. JAMESON'S OFFICE - DAY

	A PHOTO ASSISTANT look on as JAMESON goes over PETER'S
	latest PHOTOS. They are his SPIDER-MAN shots.

				PETER
		Doesn't he look amazing in that one?
		Look, he's flying in the air!

				JAMESON
		I don't care if he flies to the moon.
		He's just another wrestler in a silly
		costume. Look at this, Parker, right off
		the wire. This is the guy who hit that
		armored truck this morning. They say he
		has metal arms... get me a picture of
		this character!

				PETER
		Metal arms?

				JAMESON
		Four of them.

				PETER
		Ock...?!

				JAMESON
		The web faced weirdo... He is a joke in a
		Halloween costume... don't make me laugh.

	He tears up PETER'S SPIDEY PHOTOS.

				JAMESON
		Now get out of here and don't come back
		without something I can use!

				PETER
		Yes sir...
			(stops, and turns back)

				JAMESON
		A mega baloney... A bug in blue tights...
		what next?

				PETER
		The Journal said he was a mega-smash on
		MTV...

	INT. CYCLOTRON ROOM - NIGHT

	WEINER is putting on a CLOWN SUIT. He fastidiously puts
	his ratty jacket on a hanger and hangs it on a PIPE. The
	PIPE turns into a snake. It is, in fact, a WALDO!

				OCK
			(turning from work)
		What do you think you're doing?

				WEINER
		I'm going to the Masquerade. It's
		Halloween tonight Doc, aren't you coming
		to the School Ball? Whoa, you could go
		without an outfit.

	A WALDO whips around WEINER'S throat... AARRRGH!

				OCK
		You're not going to any ball, clown.
		You're going to get me Peter Parker's
		data...

				WEINER
		I was almost killed on my last try...
		Look at all these bruises...

				OCK
		I don't care if you come back dead. Just
		get it!

				WEINER
			(croaking)
		Cost you a thousand bucks, if I get it.

	The WALDO coils tighten around WEINER'S throat.

				WEINER
		All right... boss please let go...
		P L E A S E ...

				OCK
		Just get it, Weiner. I'm running out of
		time. If you fail me again, you won't
		have to concern yourself with money
		anymore... DO YOU GET ME CLOWN?!

	WEINER croaks his assent.

	INT. CAFETERIA - NIGHT

	It is all dressed up for a party: LIGHTS, STREAMERS,
	GLITTER BALL, the WORKS! HARRY is dressed as a SPACEMAN;
	PETER wears his regular clothes.

				HARRY
		You should have worn a costume. I told
		you to wear a costume.

				PETER
		It's... embarrassing.

				HARRY
		There's Liz...

	LIZ is crossing the dance floor dressed as an INDIAN
	PRINCESS in an MINI-DRESS.

				PETER
		Yeah...

	ROZ, dressed as a COWBOY, ambles over.

				ROZ
		... howdy partners.

				PETER/HARRY
		Hiya, Professor Rosomorf.

				HARRY
		Any word on Doctor Octavius?

				ROZ
			(falling in step)
		Nothing beyond what I read in the papers.
		I'm afraid he's not the same man we knew.
		You know, I've been digging through the
		notes on his experiments...

	PETER follows LIZ with his eyes. She takes a seat at a
	TABLE next to KIM who wears a HAREM GIRL outfit with the
	SALAMANDER around her neck. Next to KIM is... SPIDER-MAN!
	PETER'S eyes go wide.

				ROZ
		You boys must have had an extraordinary
		classroom experience.

				PETER
			(eyeing Spidey)
		Yes sir... oh... I'm going to be a little
		late with my paper on the Planetary
		Conjunction, sir...

				ROZ
		Whenever you're ready... I'll look at it.
		I know it's going to be an important
		work... and Peter, take my hat.

	He hands PETER an oversized TEN GALLON HAT.

				ROZ
		It is a costume party.

	PETER and HARRY make their way through the dance floor to
	the table. PETER can't take his eyes off SPIDEY.

				HARRY
		Look, there's Spider-Man!

				PETER
		Not the real one, I'm sure...

				HARRY
		You can never be sure... all kinds of
		crazy stuff can happen at a masquerade
		ball...

				PETER
		I bet I know who it is.

	As they take seats, PETER sees that SPIDER-MAN is trying
	to read the BUGLE'S sports section by party light. KIM
	waves. PETER nods and the BIG HAT falls over his face.

				PETER
		Hiya, Liz...

	LIZ moves to Flash, who's dressed in the SPIDER-MAN
	costume.

				LIZ
		Hiya, Peter. Who is in the Spider-Man
		costume?

				PETER
		It's a very clever outfit you've got
		there, Flash.

				FLASH
		Take a hike, asshole.

				LIZ
			(to Peter)
		How did you recognize him?

				PETER
		His pretty blue eyes give him away...

				HARRY
		Anyway, who'll be sitting with you at the
		Halloween Ball?

				LIZ
			(whispers to Flash)
		I wanna dance... Hey, Spider-Man... Shall
		we Flash dance?

				FLASH/SPIDER-MAN
		Hey, I'm reading the paper, okay?

	LIZ turns with a mild pout. Nervously, PETER ponders his
	chance. HARRY nudges him.

				HARRY
		Take her now, it's easy...

	HARRY turns to KIM and does a clanking shimmy in the SPACE
	SUIT.

				HARRY
		Wanna dance, Schechrezaa?

				KIM
		I'm pooped.

				LIZ
		I'm not...

	She reaches for HARRY'S hand.

				FLASH
		Holy jumping jelly beans, willya look at
		these pictures of Spider-Man? Wow! Is
		this guy great or what?

	LIZ looks. She shrugs. Then she shrieks.

				LIZ
		Hey, Peter! These are your pictures!

				FLASH
		Can't be...

				LIZ
		It says here "Photos by Peter Parker."

	PETER reacts, then looks over FLASH'S other shoulder.

	INSERT: There are three PHOTOS of SPIDER-MAN in the paper.
	PETER BLUSHES, smiling.

				FLASH
			(takes off his head mask)
		You know this guy, Parker?

				PETER
		Well, yeah... sort of...

				FLASH
		Wow... I'll give you anything if you
		introduce us.

				HARRY
			(to Liz)
		Will you grant me this dance...?

	LIZ joins him provocatively.

				KIM
		Hey, Flash-Man... Wanna dance...?

				FLASH
		Well, why not.

	PETER is left alone, PETER leaves toward the entrance.
	At the REAR DOOR a BIG LIZARD passes a NOTE to a DALLAS
	COWGIRL who passes it to a KANGAROO. The KANGAROO hops
	across the dance floor to the STAGE where he hands the
	NOTE to a YOUNG WOMAN in a BASEBALL UNIFORM.

	She climbs the STAGE where she is bathed in a SPOTLIGHT.
	She gets a DRUM ROLL from the band. There are some BOOS
	as the bad stops.

				YOUNG WOMAN
		Thank you, thank you. We have a special
		surprise guest tonight.
			(booo)
		The Empire State University Masquerade
		Ball presents... The "Slammy" winning
		star of MTV'S wrestling tournament... The
		Amazing Spider-Man!

	FLASH, amazed turns to LIZ. He points to himself and
	mouths, "Me?" (The REAL) SPIDEY drops from the ceiling and
	lands in a pose. The CROWD cheers. He does a flip to LIZ
	and extends a hand. The BAND starts up. LIZ demurs.

				FLASH
			(whispers firmly)
		Go ahead... go ahead!

	LIZ takes SPIDEY'S hand and they move slowly and sexily
	onto the dance floor. They do a short simple number.
	SPIDEY returns LIZ to FLASH.

				LIZ
			(to Flash)
		Come on... Flash...

	FLASH takes LIZ from PETER (SPIDER-MAN).

	LIZ and FLASH dance wildly. They finish to big cheers.
	The real SPIDER-MAN slides to center floor. The crowd
	backs away as SPIDEY spins out the greatest dance number
	in film history. He's all over the floor and on the walls
	and on the ceiling and on the GLITTER BALL. He takes LIZ
	and flies with her. He breaks the place up. Then drops
	in a pose. BIG CHEERS.

	LIZ stops breathless, very near to SPIDER-MAN'S face.

				LIZ
			(whispers breathless)
		Who are you...?

				PETER
		One day you'll know...

				LIZ
			(a long beat)
		You sound very familiar.

				PETER/SPIDER-MAN
		Sure I do... I'm your friendly
		neighborhood Spider-Man!

	He jumps away and disappears, leaving the CROWD aghast and
	LIZ in love.

	INT. BEN AND MAY'S FAMILY ROOM - NIGHT

	BEN is flicking through the channels of his TV, aggravated
	as usual. It's all ROCK VIDEOS!

				BEN
			(to May)
		What a bunch of crap. Goddamn rock and
		roll's screwed up the whole TV.

	He flicks off the set and turns to MAY who's asleep on the
	couch. He gently nudges her.

				BEN
		Come on, May. Wake up and go to sleep.

	EXT. TAXI - NIGHT

	It enters the EAST RIVER DRIVE.

	INT. TAXI - NIGHT

	As the city rolls by.

				SPIDER-MAN
			(fearful)
		Hey! Can't you go any faster?

				CABBIE
		What'm I in, a race?

				SPIDER-MAN
			(fighting his fear)
		I don't know... I get this tingling in my
		brain, like some danger is lurking just
		ahead. I'm worried about Aunt May and
		Uncle Ben...

				CABBIE
		Your family?

				SPIDER-MAN
		Well, they are kind of my parents. They
		raised me. I lost both of my parents in
		a car accident... please step on it!

				CABBIE
		Step on it... so now you want to kill
		yourself in another accident... not with
		me, Boychick.

				SPIDER-MAN
		But I'm telling you... I've got this--

				CABBIE
		... tingling... I know. And I got
		ulcers... Everybody's got something to
		worry about.

				SPIDER-MAN
		Please... Faster... Please.

				CABBIE
		Okay, you asked for it.

	EXT. THE STREET - NIGHT

	The TAXI skids and swerves like crazy, bumping into
	everything in sight.

	INT. BEN AND MAY'S BEDROOM - NIGHT

	A GLASS SHATTERS. AUNT MAY sits up in bed with a start.

				AUNT MAY
		What's that?

				BEN
		What? It's nothing... go back to sleep...
			(another crash)
		Oh, I'll go look. Go back to sleep.

	INT. BEN AND MAY'S KITCHEN - NIGHT

	WEINER is going through the drawers. He finds a nice BONE
	HANDLE KNIFE and pockets it.

				WEINER
		Hmmm...

	INT. BEN AND MAY'S LIVING ROOM - NIGHT

	BEN descends the stairs from the bedroom. He peers off
	into the darkness and pulls his ROBE tight around him as
	if to ward off some unacknowledged danger.

	EXT. TAXI - NIGHT

	TAXI driving fast through STREET.

	INT. TAXI - NIGHT

				CABBIE
		Some crazy kinda town, huh? You hear
		about that hold-up? The guy with the six
		arms? Hey, I see it all on this job.
			(a beat)
		What kinda outfit is that, anyway?

				SPIDER-MAN
			(panicked)
		Look, I'm really in a hurry.

	BANG! A BLOW OUT. The CABBIE fights the wheel to the
	side of the road. Then he turns to SPIDEY.

				CABBIE
			(sly)
		You said the magic words, we have a flat
		Boychick.

	INT. BEN AND MAY'S FAMILY ROOM - NIGHT

	BEN comes in and looks around. A long beat. Then a
	noise.

				BEN
		Mice...

	INT. BEN AND MAY'S DINING ROOM - NIGHT

	A very scared WEINER hides, eyes widening. WEINER takes
	the BONE HANDLE KNIFE from his pocket. It glints in the
	MOONLIGHT. He moves off.

	INT. BEN AND MAY'S KITCHEN - NIGHT

	BEN is looking for mice. He opens a closet. Nothing. He
	shifts around. Nothing. He moves off.

	EXT. 59TH STREET BRIDGE - NIGHT

	The CABBIE slowly changes the TIRE. Fearing the worst,
	SPIDEY gets out, looking for a ride. A TRUCK approaches.
	SPIDEY looks down at the CABBIE and then up at the TRUCK.

				CABBIE
		Hey! You wanna hand me that lug wrench?

	He looks up to see SPIDEY go by, stuck to the side of the
	TRUCK like a spider.

				CABBIE
		Some crazy kinda town...

	EXT. THE TRUCK - NIGHT

	SPIDEY stares at the lettering on the side of the TRUCK.
	It says, "Victory Sporting Goods."

				SPIDER-MAN
			(a thought)
		Sporting goods...

	INT. BEN AND MAY'S DINING ROOM - NIGHT

	BEN comes in quietly. He looks around. He opens a
	closet. Nothing. He hears a CRASH. He wheels. A
	SHADOWY FIGURE runs by a doorway!
	BEN takes off like a shot!

	INT. BEN AND MAY'S HOUSE - NIGHT

	BEN runs through the rooms.

	INT. BEN AND MAY'S FAMILY ROOM - NIGHT

	BEN flies in and goes right to the RIFLE on the wall. WE
	hear WEINER clattering around the house in the background
	as BEN goes to a drawer and pulls out a BOX of BULLETS.
	He begins to fight the BULLETS into the RIFLE.
	WEINER comes flying in and tackles him. They fall to the
	floor, four hands on the RIFLE. They scuffle.

				WEINER
		All I want it the kid's computer crap!

				BEN
		Let go before I blow your brain's out.

	EXT. FOREST HILLS STREET - NIGHT

	The TRUCK pulls away leaving PETER in a POOL of STREET
	LAMP LIGHT. He's wearing a FOOTBALL JERSEY and SHORTS and
	carrying a SPORTS BAG. He begins to run.

	INT. BEN AND MAY'S BEDROOM - NIGHT

	MAY hears a CRASH. She pulls the covers up around her
	chin in fear.

				BEN (V.O.)
		Let go!

				WEINER (V.O.)
		You let go!

	EXT. BEN AND MAY'S HOUSE - NIGHT

	PETER runs up and hears a SHOT. He runs inside.

	INT. BEN AND MAY'S FAMILY ROOM - NIGHT

	PETER runs in. He sees WEINER standing there with the
	RIFLE. They face off across the room. The moment hits
	PETER like a punch in the chest.

				PETER
		Uncle Ben!

				BEN
			(a wheeze)
		Peter...

	PETER rushes to BEN.

				PETER
		Oh my God... Uncle Ben...

	PETER tries to revive BEN, while WEINER runs out.

	INT. HOSPITAL WAITING ROOM - NIGHT

	PLASTIC FURNITURE, GARISH LIGHTING, CIGARETTES in the
	ASHTRAYS.

				AUNT MAY
			(a brave but fragile front)
		Ben gets through everything. He'll be
		alright. The doctors are...

	AUNT MAY and PETER embrace, leaning on each other for
	support.

				DETECTIVE
			(compassionate)
		Excuse me. You the nephew?

	PETER rises, nods. As AUNT MAY wipes away a sniffle...

				DETECTIVE
		Your uncle's a brave man. Apparently,
		the perpetrator was after something of
		yours. Your uncle didn't know what it
		was but he stood up to him anyway. You
		ought to be proud of him.

				PETER
		I am... how is he...

	A grim-faced DOCTOR walks slowly across the room to
	them... MAY stands up slowly.

				DETECTIVE
		Ask the Doctor.

				AUNT MAY
		How's my... how's my husband doing...?

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

	MAY collapses.

				DOCTOR
		Crash cart! STAT!

	The Detective pulls PETER gently away. The STAFF works on
	MAY.

				DETECTIVE
		Let the medics handle it.
			(pause)
		Look, if it makes you feel any better.
		We're gonna nail this guy. He crashed
		his getaway car. We got him trapped in a
		warehouse on Jackson.

				NURSE
			(to Peter)
		She's alright. She just fainted. We'll
		have to check her for symptoms of shock.
		If you want to wait, you can get some
		coffee on the third floor.

				PETER
		No, I... I think I wanna go out for some
		fresh air.

	EXT. WAREHOUSE - NIGHT

	COP CARS, COPS, SEARCHLIGHTS playing their BEAMS against
	the ACME CHEMICAL STORAGE BUILDING. GUNFIRE flashes from
	one of the WINDOWS.

	EXT. COP CAR - NIGHT

	ELITE COPS in BASEBALL CAPS are plotting strategy.

				COP #1
		That place is loaded with solvents and
		chemicals. If we blast our way in, it's
		gonna go up like a roman candle.

				COP #2
		We could go in through the fifth floor
		wash room.

				COP #1
		What's that up there? Throw a light on
		that!

	COP #1 directs the BEAM of the SEARCHLIGHT.

	EXT. WAREHOUSE WALL - NIGHT

	SPIDER-MAN is climbing it, trapped in the GLARE of the
	SEARCHLIGHT. He freezes.

				COP #1
		He's got a partner!

	EXT. COP CAR - NIGHT

	Every COP'S WEAPON is trained upward at SPIDER-MAN!

				COP #2
			(on radio)
		We got an accomplice up there! And we
		got a clear shot. Do we have a go?

				RADIO
			(filtered)
		That's a go.

	EXT. WAREHOUSE WALL - NIGHT

	GUNSHOTS erupt around SPIDER-MAN and he skitters around to
	evade them.

	INT. THE WAREHOUSE - NIGHT

	Thinking they're shooting at him, WEINER shoots back. In
	the corner of his eye he sees SPIDER-MAN at a side WINDOW.
	He aims his rifle and SPIDEY ducks out of the way.
	The frightened WEINER moves to the side WINDOW to blow
	SPIDEY away. As he moves past the front WINDOWS he is lit
	by the SEARCHLIGHTS that play on his face darkly.
	SPIDEY leaps in at FRONT WINDOW and drops neatly behind
	WEINER, landing a pose.

				SPIDER-MAN
			(cold, hard)
		Say your prayers, Weiner!

	WEINER whips around and fires. SPIDEY leaps to avoid it
	and lands on a STACK of PAINT CANS.

				WEINER
		You ain't takin' me... Spider-Man... who
		ever you are...

	SPIDEY gathers himself tighter. He leaps. A second GUN
	BURST comes in behind him, Several PAINT CANS erupt in
	cascades of COLOR.

				SPIDER-MAN
			(hanging on ceiling)
		Hey, creep!

	WEINER aims and fires, several times. He is emptying his
	RIFLE. SPIDEY leaps away and lands on the top of a CASK
	marked "CAUTION-FLAMMABLE SOLVENT!"

				SPIDER-MAN
			(taunting)
		Try again.

	The CASK gives way and SPIDEY is plunged into the
	FLAMMABLE SOLVENT. WEINER smiles his stupid grin and
	takes aim.

	SPIDEY leaps out of the CASK and sticks to the roof BEAM.
	He's sopping wet. His hand slips down the BEAM as the
	SOLVENT works against his sticking power.

	He falls to the floor and scrambles behind some PAINT
	CANS. WEINER, crazed, fires wildly. One of the CANS
	EXPLODES. PAINT flows from it... burning!

	SPIDEY peeks out and sees a YELLOW RIVER OF FLAME creeping
	toward him. He sniffs his SOLVENT soaked outfit.

	He backs down a "corridor" of PAINT CANS. The YELLOW FIRE
	follows, now joined by a RIVER OF BLUE FIRE from another
	can. They're following the trail of SOLVENT he's
	dripping!

	He's trapped!

				COP (V.O.)
			(on bullhorn)
		This is your last chance, you two.
		Either you're coming out, or we're coming
		in!

	SPIDEY'S against the WALL! PAINT CANS to his right and
	left, and a RIVER of RED FLAME joins the YELLOW and BLUE
	as they creep toward him!

	He climbs backwards up the wall, face toward the BLAZE.
	The COLORED FIRES join and follow him up the wall!
	They're licking at his feet!

				WEINER
			(at the window)
		Stay back!
			(gun burst)
		Whoa... stay back down there!

	SPIDEY is inches from being torched. He sees a PIPE. He
	reaches out and grabs it. He swings out above the flames.
	But the PIPE begins to bend!

	The PIPE bends down... down... and then breaks! SPIDEY
	hangs precariously as WATER cascades out of the PIPE and
	puts out the FIRE.

	SPIDEY drops down and rest his head in his hands to
	collect himself. Then looks up. The GUN is at his head.

				WEINER
		Stand up, you.

	SPIDEY stands.

				COP (V.O.)
		You have thirty seconds to come out!

				WEINER
		You're my ticket outa here. Gimme that
		stupid mask!

	SPIDER-MAN hesitates. Then he begins to raise the MASK,
	but stops and shakes his head no.

				WEINER
		Then I'll take it myself.

	He reaches for the mask and SPIDER-MAN flips him across
	the room. WEINER lands in a CARGO net and becomes
	ensnared.

				SPIDER-MAN
		Well, look what we've caught in our web...

				WEINER
		Don't hurt me, man. Please don't hurt me...

	INT. WAREHOUSE HALLWAY - NIGHT

	COPS are poised at the door. A signal. They crash
	inside.

	INT. WAREHOUSE PAINT ROOM - NIGHT

				COP #1
		Hold your fire!

	WEINER is hanging from the ceiling in the the CARGO NET.
				WEINER
		Get me out of this madhouse!

	He falls down, immediately encircled by the POLICE
	OFFICERS. SPIDER-MAN flies above their heads, crashing
	through the WINDOW and disappears into the dark of night.

	INT. CYCLOTRON - NIGHT

	A weird, flickering BLUE LIGHT dances around the hole in
	the CYCLOTRON. Then it cuts out. A HELMETED MAN pulls
	himself out of a HATCH. He flips up the HELMET.
	OCK is finishing putting together his new equipment.

				OCK
			(smiling)
		Okey, dokey.

	OCK goes about checking out the CYCLOTRON. It looks good.

	INT. CONTROL ROOM - NIGHT

	OCK starts flicking switches and reading DIALS, doing a
	"mission countdown" for his next experiment. This place
	has been "hot rodded" to the max.

				OCK
			(reading dials and numbers)
		Amperage, okay. Flux, 14. Negative
		variable differential... good enough.

	He shuts it down. The WHINE whirs down.

				OCK
		Okey, dokey... now all I need is Parker's
		data. Where the hell is Weiner? Damn it...
		I can't trust anybody.
			(throws his Waldo in the air)
		Only you, my babies... only you can I
		trust... Okay... If I have to do
		everything myself... I'm going to do it.
			(to his equipment)
		I'll be back... my babies... my new
		babies!

	OCK hides the WALDOS under his coat and leaves the room.

	INT. PETER PARKER'S APARTMENT - NIGHT

	There is more EQUIPMENT than before. PETER is deep at
	work. His SPIDER-MAN UNIFORM hangs on the WALL. There is
	a knock at the DOOR.

				LIZ (V.O.)
		Hey, Peter! Are you finished with my
		computer yet? I got a paper too, you
		know...

				PETER
			(panicked)
		Oh my God... oh, it's you, Liz... I
		didn't expect you... uh... give me a
		minute.

	He hides his SPIDER-MAN COSTUME.

	INT. THE HALLWAY LANDING - NIGHT

	LIZ waits impatiently.

				PETER
			(opening the door)
		Hi, Liz. Come on in.

	INT. PETER PARKER'S APARTMENT - NIGHT

	LIZ enters, looking around. PETER covers for this and
	that.

				LIZ
		What were you doing in here?

				PETER
			(looking around)
		Cleaning up. Come on. I'll get your
		computer. Where's Flash parked?

	He picks up the COMPUTER and turns to her, but she's
	already looking around the apartment.

				LIZ
		Flash didn't come.

				PETER
			(holding it)
		Oh. Well... how are you going to get it
		home?

	LIZ walks into the room.

				LIZ
		Taxi... I guess.

	She discovers the PRINTS of SPIDEY that PETER has taped up
	around the apartment.

				LIZ
		You must spend a lot of time with this
		Spider-Man guy... Peter! Don't you think
		you ought to unplug that!

	PETER looks and sees that he is tethered to the wall.
	Embarrassed, he puts the COMPUTER back down.

				PETER
			(embarrassed)
		I, uh, I'll go down to the corner... see
		it I can hail that taxi.

	PETER leaves. LIZ smiles. She likes PETER. Why is he
	so...?

	INT. HALLWAY - NIGHT

	A SHADOW of a MAN can be seen hiding. PETER does not
	notice him.

	INT. PETER PARKER'S APARTMENT - NIGHT

	There's a KNOCK at the DOOR.

				LIZ
			(crossing to it, wondering)
		Peter...?

	She is about to open the door when FOUR WALDOS smash
	through it, obliterating it. OCK stands in the shattered
	doorway, WALDOS writhing.

				LIZ
		Doctor Octavius...! You're... You're...
			(finds the words)
		You're so weird!... with those... what do
		you call those...

				OCK
		Waldos... Did you hear about Spider-Man?
			(moving Waldos like spider's legs)
		That's me... the real Spider-Man... now
		tell me, where is that jerky friend of
		yours... Parker?

				LIZ
			(protecting)
		Peter?... oh... he's not here. He's gone.
		I don't think he'll be back for awhile.

				OCK
			(running his Waldo in her hair)
		You wouldn't lie to your Professor now,
		would you?

				LIZ
		Of course not. Why would I lie about a
		thing like that? Really. He's... out.

				OCK
		We'll wait.
		OCK grabs LIZ'S HAIR with his WALDOS.

				LIZ
		What are you doing... let me go! Please...
		take those things out of my hair!

				OCK
		My Waldos, you mean.

				LIZ
		Whatever you call them... please...

	OCK shoots out TWO WALDOS. Simultaneously each grabs a
	CHAIR from different parts of the room and brings them to
	the TABLE.

				OCK
		Sit.

	She does. He does, too, and folds his WALDOS across his
	chest.

				OCK
			(chatty)
		He's a nice boy. A little nerdy maybe,
		but nice, wouldn't you say?

				LIZ
		Oh, I don't know. Maybe. He's very
		inexperienced.

	ONE of OCK'S WALDOS rests on the TABLE curled around the
	COMPUTER. LIZ lets her hand rest on it. OCK warms
	immediately.

				OCK
		You know, you're a fascinating young lady...

				LIZ
		Thank you...

				OCK
		You're so refreshing. You're so...

				LIZ
		Shocking...?

				OCK
			(gone to far)
		Oh, I wouldn't say shocking...

				LIZ
		I would!

	She sticks his WALDO in the ELECTRIC WALL SOCKET behind
	the COMPUTER! The CURRENT sizzles through him and he
	leaps up, WALDOS akimbo, like the "cartoon cat." LIZ runs
	out the door.

	OCK extricates himself from the current and gives chase.

	INT. HALLWAY - NIGHT

	LIZ burst from the DOOR.

				LIZ
		Peter...!

	She looks both ways for PETER, doesn't see him, and takes
	off! OCK bursts from the doorway and runs off after LIZ.

	EXT. THE STREET - NIGHT

	LIZ running as fast as she can, but OCK is gaining
	quickly.

	EXT. PETER PARKER'S APARTMENT - NIGHT

	A TAXI drives up and disgorges PETER.

				PETER
		Wait here...

	INT. PETER PARKER'S APARTMENT - NIGHT

	He walks in. It's empty

				PETER
		Liz?

				LIZ (V.O.)
			(screaming from the street)
		Peter! Help! Peter!

	PETER springs into action. He grabs his SPIDEY SUIT out
	of a drawer and starts taking off his clothes.

	EXT. STREET - NIGHT

	LIZ looks back and sees OCK CARTWHEELING toward her. She
	can't outrun him. She must hide. There's a CONSTRUCTION
	SITE on the right. She ducks down the alley next to it.

	INT. CONSTRUCTION ALLEY - NIGHT

	LIZ runs into it and finds herself trapped on three sides
	by a high CYCLONE FENCE. Behind her, OCK'S WALDOS stretch
	out like waterbug legs. He bug-walks into the alley and
	laughs down at her from his perch atop the WALDOS.

				OCK
		Peter Parker has something I want... And
		I'm going to have something he wants.

	She dashes past him and runs into the outboard CARGO
	ELEVATOR.

	INT. ELEVATOR - NIGHT

	She looks for the UP BUTTON and finds nothing! OCK, on
	his feet now, is on the wire mesh ELEVATOR CAGE in a
	flash. He tears the outer DOOR away.

	LIZ starts pressing KNOBS and LEVERS in panic. The LIGHT
	goes on. A WARNING BELL clangs. She finally finds the
	switch and the CAR leaps up just as OCK tears off its
	front door.

	LIZ, safe for the moment, watches OCK recede below,
	shaking the torn off door in a rage.

	EXT. CONSTRUCTION SITE - NIGHT

	Extending WALDO over WALDO, OCK climbs the ELEVATOR
	HOUSING chasing the rising CAR inside.

	EXT. CONSTRUCTION ROOF - NIGHT

	The CAR arrives and LIZ jumps out. She's on nothing but a
	narrow GIRDER! She tightropes on the GIRDER. OCK gets to
	the top. He looks across at her. She's stuck between two
	unfastened GIRDERS, at a dead end. He slowly telescopes a
	WALDO toward her. She's got no place to run, no place to
	hide. He grabs her by the BLOUSE and lifts her off the
	GIRDER.

				SPIDER-MAN (V.O.)
		Put her down, Ock.

	OCK looks across the street. There, on the top of a tall
	building, is SPIDER-MAN.

				SPIDER-MAN
		I know what's happening to you, Ock.
		I've been through a lot of changes myself
		lately. You have to listen to me.

				OCK
			(holding Liz)
		Who the hell are you?

				SPIDER-MAN
		Spider-Man.

				LIZ
			(seeing Spidey)
		Spider-Man...

				OCK
		That's a lot of crap, clown... I am
		Spider-Man, not you.
			(points to Liz)
		Ask you girlfriend.
			(to Liz)
		Tell him!

				SPIDER-MAN
		I'm a good friend of Peter Parker's Ock.
		Just like that girl you're holding. Now
		let her go.

	OCK thinks for a moment, then he begins to extend the
	kicking and screaming LIZ out over the street, ten stories
	up.

				OCK
		Let her go? What an excellent idea. If
		you do not deliver your friend, Mr.
		Spider-Man, yes. Yes, of course, I'll
		let her go.

				LIZ
		Put me down, you mechanical mutant!

	LIZ is having none of this. She kicks, she fights. She
	twists. She flails around, making things a little worse.
	The ground is yawning death beneath her. RRIIPP!
	PART of her BLOUSE tears away and LIZ plummets!
	SPIDER-MAN swoops down on a WEB-STRAND in his
	characteristic compound curve. He reaches out for the
	falling LIZ and misses her cleanly. The WEB is too short.

				LIZ
			(falling away)
		You jerk!

	He THWIPS her with a second WEB and together they swing to
	a HIGH GIRDER where he deposits her safe and sound.

				LIZ
			(straightening herself)
		Tell your friend Peter next time I'll get
		the taxi myself...

				OCK
			(screams)
		Hey... you jerk... you phony Spider-Man...
		Prepare to meet your death, bug.

	SPIDEY THWIPS a beam and swings across toward OCK.

				SPIDER-MAN
			(whispers)
		Actually, I'm rather fond of living...
		especially now...
			(he looks at Liz)

	He lands on OCK'S GIRDER and the two progeny of the
	cyclotron face off for the first time, ten stories above
	the street.

				SPIDER-MAN
			(a last appeal to reason)
		Octavius. Just stop and think.

				OCK
		I am thinking, insect. I'm thinking
		about exterminating you!

				SPIDER-MAN
		Okay, if that's the way you want it...
		Let's see what those chrome knuckles can
		do, Doc...

	A WALDO lances out and catches SPIDEY flush on the jaw.
	It knocks him to another GIRDER. SPIDEY hangs on and
	rolls over. He rubs his jaw.

				LIZ
		Great...

	SPIDEY gets ready to go into action and gets pummeled by
	another barrage of blows from above.

				OCK
		Now I must kill you, you cretinous clown.

	OCK throws a roundhouse WALDO that nearly knocks SPIDEY
	off the GIRDER. He's just barely hanging on.
	But SPIDER-MAN'S not done yet. He THWIPS a HIGH BEAM and
	swings into a better attack position. The two SUPER-
	ADVERSARIES engage in battle.

	With OCK swinging from his WALDOS like a metal monkey and
	SPIDEY swinging from his WEBS like, well, like SPIDEY,
	they clang and bang through the GIRDERS of the
	CONSTRUCTION SITE.

				OCK
		Once I dispose of you, Spider-Man, no one
		will be able to stop me.

				SPIDER-MAN
		Stop you from what...?

				OCK
		My destiny!

	OCK throws his biggest punch yet.

	SIRENS can now be heard in the street.

	SPIDEY avoids WALDO strike after WALDO strike. OCK eludes
	WEB after WEB. But SPIDEY'S agility soon has him turning
	circles.

				SPIDER-MAN
		Over here, Octopus!

				OCK
		That's Professor Octopus to you Spider
		Jerk!

				SPIDER-MAN
		Give it up, Professor. You'll never
		catch me!

	OCK takes three steps and soars through the air.

	EXT. BRICK WALL - NIGHT

	OCK, misjudging the leap, soars right past SPIDEY and into
	an alley! Screaming all the way...

	EXT. THE ALLEY - NIGHT

	OCK and TWO WALDOS pressed against each of the opposing
	walls. It's a tenuous grip. Then, very slowly, sparks
	flying from his WALDOS, OCK slides down into the alley.

				SPIDER-MAN
		So long, sucker.

	EXT. STREET - NIGHT

	COP CARS pull up. COPS leap from them.

	EXT. SIDE WALL - NIGHT

	OCK makes it down, sees the COPS, ducks out of sight.

	EXT. COP CARS - NIGHT

	The SEARCHLIGHTS go on. SPIDER-MAN swings back across the
	street to the CONSTRUCTION SITE.

				COP #1
		There he is!

				COP #2
		It's that Spider-Man!

	EXT. THE ROOF - NIGHT

	SPIDEY lands next to LIZ in a pose. Lit by the flashing
	BILLBOARD, he's weirder looking than ever. SPIDEY puts an
	arm around LIZ and extends a WEB SHOOTER.

				LIZ
		What do you think you're doing?

				SPIDER-MAN
		I'm rescuing you.

	With that SPIDEY leaps way out and he and LIZ swoop away
	on a WEB-STRAND.

				LIZ
		Thanks but nooooooooooo!

	EXT. THE COP CARS - NIGHT

	ALL WEAPONS point upward at SPIDEY'S movement.

				COP #2
		He won't get away this time!

				COP #1
		Hold your fire! He's got a girl.

				COP #2
		Looks like he's got a hostage.

	EXT. WEB STRAND - NIGHT

	SPIDEY sees the WEAPONS aimed upward. He shoots out
	another WEB and swings off in a different direction. LIZ
	whoops with the G-force.

				LIZ
		Wait a minute. Where are you taking me?
		SPIDEY hounded by the Police, rejected by the girl.

				SPIDER-MAN
		I better just take you back where you
		belong.

	He shoots out another WEB.

				SPIDER-MAN
		Hold on tight.

				LIZ
			(Times Square)
		Where are we?

				SPIDER-MAN
		Open your eyes.

	They are standing on the ROOF of the CENTRAL TOWER of the
	EMPIRE UNIVERSITY BUILDING. LIZ opens her eyes. It's an
	extraordinary sight.

				LIZ
			(the Empire State Building)
		If you're trying to impress me Spidey, I
		want you to know I'm not easy. Okay, I'm
		impressed... now put me down, Spidey...
		put me down.

				SPIDER-MAN
		I like the way you say Spidey... Nobody
		calls me Spidey... now we go...

	EXT. DORMITORY - NIGHT

	They swoop down... and down... stopping on one of the
	building's SILLS, actually right in front of a WINDOW in
	the DORMITORY BUILDING.

				LIZ
			(Tavern on the Green)
		Wow... look, this is our dormitory. I
		can get to my room. Hey, wait a minute...
		there's Flash, if I'm not mistaken.

				SPIDER-MAN
		Liz?

				LIZ
		You know my name?

				SPIDER-MAN
		Liz, listen to me. There's something I
		have to tell you.

				LIZ
		Okay, put me down and we can talk,
		alright?

				SPIDER-MAN
		Do you know who I am?

				LIZ
		All I know is you're the Amazing
		Spider-Man... or better you're Spidey the
		good guy on the block... you're a weirdo
		in a clown spider suit.

				SPIDER-MAN
		And that's all you know about me?
			(a beat, a sigh)
		Okay, lets get your boyfriend.

				LIZ
		Which one?

				SPIDER-MAN
		How many do you have? I meant Flash.

				LIZ
		Well, Flash is not exactly my boyfriend...

				SPIDER-MAN
		He's not? Then who is?

				LIZ
		There's someone I like, but he's too shy
		to notice.
			(Flash appears)

				SPIDER-MAN
		Flash!

				FLASH
		Liz!
			(a beat)
		SPIDER-MAN!!!

				LIZ
			(to Spider-Man)
		You know everybody... Flash we have to
		call Peter!

	FLASH rushes right past LIZ to the WINDOW. There's a
	NEWSPAPER in his hand.

				FLASH
		Hey, they won't let up, man!
			(shows Daily Bugle)
		They keep calling you an accomplice in
		that burglary murder. But that's a crock,
		ain't it? I'm with you, Spidey, 100%

				SPIDER-MAN
		Thanks.

				FLASH
			(realizing)
		By the way, what are you doing with...
		Liz?

				SPIDER-MAN
		She needed a lift.

				FLASH
		Oh... okay! This calls for a beer! A
		lot of beer!

				SPIDER-MAN
		Thanks, but I have some business to take
		care of.

				FLASH
		Well... take care of that later. Wait
		here. I'll get the beer.

	He disappears. LIZ comes, tentatively, to the WINDOW
	where SPIDEY squats, desire and passion in his WHITE EYES.

				LIZ
			(accusatory)
		How'd you know this was Flash's place?

				SPIDER-MAN
		Peter Parker told me all about it.

				LIZ
		Peter told you all about Flash?

				SPIDER-MAN
		No... he told me all about you. See you
		later.
			(he jumps away)

	INT. DORM - NIGHT

	FLASH comes in with more BEER than a man ought to carry.

				FLASH
		Hey, where'd he go? Hey, Spider-Man!!

	But SPIDER-MAN has disappeared.

				LIZ
			(distracted)
		Peter told your Hero all about me...

				FLASH
		He would, wouldn't he... that jerk!

	EXT. PETER PARKER'S ROOF - NIGHT

	SPIDER-MAN lands on it. He drops in the SKYLIGHT.

	INT. PETER PARKER'S APARTMENT - NIGHT

	He drops into the room and pulls off his MASK. The place
	has been ransacked. COMPUTER DISCS are all over the
	floor. PETER pulls a file marked "Planetary Conjunction."
	He opens it.

	A piece of PAPER falls out. It says, "Kiss it goodbye,
	Wall Crawler!"

				PETER
			(whispers angrily)
		Octavius!!!

	EXT. EMPIRE STATE UNIVERSITY QUAD - DAY

	PETER is hurrying along. KIM in sunning herself
	wonderfully.

				PETER
			(hurrying by)
		Kim! Have you seen Harry?

				KIM
		Sure, lots of times. What a brainiac...

				PETER
		Yeah... have you seen him today?

				KIM
		No, un unh.

				LIZ
			(catching up)
		Peter...!

				PETER
			(keeps walking)
		Hi... have you seen Harry?

				LIZ
		No. What a night, huh?

				PETER
			(laughs)
		Yeah, that was some ride home... must
		have been pretty exciting.

				LIZ
		It was... okay. Look, I got two tickets
		to Les Miserables... wanna go?

				PETER
		Sorry... I'm really busy... I mean, not
		tonight... see you later.

				LIZ
			(thinking)
		Hey, Peter... how did you know about last
		night...?

				PETER
		What about last night?

				LIZ
		My exciting ride with Spider-Man...

				PETER
		Oh... Sorry... I gotta hurry... I have to
		find Harry... I'll see you later.

				LIZ
		Peter!

	PETER runs off. He sees a car approach and flags it.

				PETER
		Hey! Can I get a lift downtown?

				FLASH
		Take your shoes for a walk, Dork.

	FLASH gets out of his car, and crosses the lawn toward
	LIZ.

	INT. CONTROL ROOM - DAY

	OCK is hard at work. The room, still rippled, has been
	"hot rodded" to the max. Lots of jerry-rigged stuff has
	been added.

	OCK takes a sip from the THERMOS and flicks on the small
	TAPE RECORDER.

				OCK
		We are new inserting Peter Parker's data
		on tonight's Planetary Conjunction.

	INSERT: The COMPUTER SCREEN displays Peter Parker's name
	and ID number and the title, "The Planetary Conjunction
	and it's effect on Earth Gravity."

				OCK
		Yes, yes! Go on! Go on!

	INSERT: NUMBER SEQUENCES appear on the SCREEN. Then a
	GRAPHIC of the EARTH moving into line with SATURN,
	JUPITER, the SUN and the MOON. In the corner a NUMBER
	rises.

				OCK
		Enormous. It's enormous.
			(to recorder)
		The Parker calculations add 4%
		gravitational force at the moment of full
		Planetary Conjunction.
			(hits some keys)
		Adding this to present maximum power
		potential, I get...

	He looks up and sees the SCREEN a GRAPHIC "HOLE" opening
	up right through the EARTH! The widening HOLE is
	swallowing everything!

				OCK
		I knew it. I knew it! Universal
		destruction! It's doable! I am putting
		a countdown clock on the Planetary
		Conjunction now!

	A LARGE DIGITAL DISPLAY reads, "13:00:03." The last
	seconds count down to, "12:59:59!"

				OCK
			(playing the computer)
		Okey, dokey. Now let's see if I have
		enough power to drive this beast.

	He starts hitting KEYS on his COMPUTER.

	INT. PETER PARKER'S APARTMENT - NIGHT

	PETER is working on LIZ'S COMPUTER. There is a KNOCK at
	his brand new, unpainted DOOR. He hurries to it and pulls
	the KNOB so quickly (forgetting his own strength) that the
	whole assembly comes off in his hand.

				PETER
			(pulling Harry aside)
		I gotta remember to have that fixed.
			(opens the door)
		There you are, I've been looking for you
		all over town.

				HARRY
		What happened?

				PETER
		Where were you?

				HARRY
		I went to the wrestling, wanted to see
		that Amazing Spider-Man, but he didn't
		show up.

				PETER
		Listen, Harry something terrible happened.

				HARRY
		What? What?

				PETER
		My Planetary Conjunction papers... they
		were stolen...

				HARRY
		Oh my God... Are you sure...? Who would
		do such a thing?

				PETER
		Ock...

				HARRY
		Of course... but why...?

				PETER
		We have to find out, sit down.
			(indicates computer)
		I want to access Dr. Octavius' main
		program. I want to know about his
		experiments with the cyclotron. Can you
		do it?

				HARRY
			(starts hacking)
		I can try. I could access the system in
		the dorm. Okay. And through that I
		could crack the main line.

				PETER
		Alright. Now if we can just disrupt the
		Octavius file...

				HARRY
		Okay, let's try.

	HARRY cracks his knuckles like a safe cracker and bends to
	the task. The PHONE RINGS. PETER hits his jerry-rigged
	SPEAKER PHONE. HARRY keeps hacking.

				PETER
		Yeah?

				JAMESON (V.O.)
		Parker? Peter Parker? This is J. Jonah
		Jameson!

				PETER
			(looking over Harry's shoulder)
		Mr. Jameson, you got me at a bad time.

				JAMESON (V.O.)
		I need pictures of your friend, the
		Amazing Spider-Man. But I need bad guy
		shots, you got it? Lots of bad guy shots.
		We're gonna pin that insect to the wall.
		Whaddaya say?

	PETER hangs up. The DIAL TONE cuts off JAMESON.

	INT. JAMESON'S OFFICE - NIGHT

	Only he and the PHOTO ASSISTANT are there.

				JAMESON
		What about that kid? On the job already?

	INT. CONTROL ROOM - NIGHT

	OCK is pacing around the hot rodded room. He checks this
	and that. He looks at the COUNTDOWN CLOCK (06:00:10) and
	throws himself down in his CHAIR. He resumes his check-
	down.

				OCK
		Fusion cells...? All up. Internal
		temperature... okay. Risk?
			(a long beat)
		Acceptable.
			(another beat)
		Let's fly.

	He starts flicking on SWITCHES and DIALS. The WHINE whirs
	up. He throws the RED POWER THROTTLE. The POWER DIAL
	goes to 90!

	INT. PETER PARKER'S APARTMENT - NIGHT

	PETER and HARRY are at a COMPUTER. The LIGHTS flicker and
	dim. Then they go back on. PETER and HARRY look at each
	other and shrug.

				HARRY
		Got something!

	INSERT: DIGITAL CLOCK display: "06:00:03"

				PETER
		What is it?

				HARRY
		Let me see. It's some kind of countdown
		clock.

				PETER
		Countdown to what?

				HARRY
		I don't know, but whatever it is, it's
		only six hours away.

				PETER
		The Planetary Conjunction?

				HARRY
		Could be...

				PETER
		Or Doc Ock's end of the world experiment...
		Or both!

				HARRY
		Wait a minute. You're not telling me you
		think the world is gonna end tonight...?

				PETER
		You want to wait around till midnight to
		find out?

				HARRY
		No, but...

				PETER
		Let's see what else we've got.

	Another set of numbers roll up on the SCREEN. They are
	accompanied by ELECTRICAL SYMBOLS.

				HARRY
		What's that?

				PETER
		It might be a calculation of the amount
		of power he needs to create the hole
		between the force and the anti-force.

				HARRY
		That's a lot of energy. What could
		generate power like that?

				PETER
		The closest you could come is the New
		York City Subway System.

	Again, the lights flicker and then dim and they return.

	HARRY/PETER
			(together)
		We gotta talk to Professor Rosomorf!!

	INT. BROADWAY EXPRESS - NIGHT

	ROZ boards and takes a seat. There are the usual SUBWAY
	TYPES. A FAT WOMAN. A PIMPLY TEENAGER and his date, a
	TALL SKINNY GIRL in a PARTY DRESS.

	ROZ, making notations in a PAD, takes no notice of them.
	He sits down, closes his PAD, and taps a PENCIL against
	his chin.

				ROZ
		Plutonium...

	EXT. MAJOR INTERSECTION - NIGHT

	TAXIS go by. TWO LOVERS stroll. We hear a familiar
	WHINE. The "WALK" and "DON'T WALK" signs FLASH at the
	same time.

	BOY
	Make up your mind!

	The signs EXPLODE! The COUPLE stops in their tracks. The
	BOY looks at the GIRL.

				GIRL
		What's going on?

	An ARC of ELECTRICITY now shoots between the LIGHT PILLARS
	of the SUBWAY STATION on the corner.

	INT. BROADWAY LOCAL - NIGHT

	SPARKS fly by the window. ROZ, oblivious at first, is now
	stunned by the show.

	EXT. SUBWAY TRAIN ENTRANCE - NIGHT

	The ARCS of ELECTRICITY continue to rise. The STREET
	LIGHTS buckle and bend into weird shapes.

				WOMAN
		Oh my God!

				MAN
		Get back! Get back!

	EXT. INTERSECTION - NIGHT

	TWO TAXIS roar through the intersection and COLLIDE. The
	ETHNIC DRIVERS leap out and begin arguing.

	INT. TRAIN - NIGHT

	PEOPLE SCREAM and fall back as the TRAIN seems to change
	angles.

	EXT. SUBWAY ENTRANCE - NIGHT

	A building ROAR rises from the SUBWAY ENTRANCE. Then the
	sound of a TRAIN WHISTLE! The BOY looks down the STAIRS
	and has to leap out of the way as the BROADWAY EXPRESS
	comes highballing up the STEPS and blasts through the
	SUBWAY entrance.

	The TRAIN sails through the air.

	EXT. LUXURY CONDO HIGH-RISE - NIGHT

	The TRAIN crashes into the building in a storm of
	cyclotron generated Dali physics.

	EXT. THE STREET - NIGHT

	The THROB and PULSE recede. SCREAMS, HONKS, SIRENS can be
	heard.

	EXT. LUXURY CONDO HIGH-RISE - NIGHT

	A splendidly turned out MIDDLE-AGED WOMAN wakes from her
	satin sleep to see that a SUBWAY TRAIN is in the middle of
	her BEDROOM. The WALL through which the train has come
	sags and ripples like it has melted and partially
	resolidified.

				WOMAN
		Henry!!!

	Several PASSENGERS climb out of the WINDOWS of the TRAIN
	or pry open the DOORS.

				WOMAN
		What are you doing here? Get out of here!
		Get out of here!

	EXT. THE STREET - NIGHT

	A CROWD has gathered to gawk and point. They look up and
	we see their POV.

	The MIDDLE CAR of the TRAIN is simply "embedded" in the
	HIGH-RISE, its rear sticking out of the building fifteen
	stories up. From its COUPLING dangles the LAST CAR.

	INT. MIDDLE CAR - NIGHT

	The car is bisected in the middle by the fused brick and
	glass of the WALL of the building. PASSENGERS on the
	outside of the WALL press their faces to the GLASS and
	pound for help.

	ROZ comes to the aid of a MOTHER with TWO CHILDREN.

	EXT. THE STREET - NIGHT

	The CROWD sees something else. Swinging high in the sky
	is your friendly neighborhood SPIDER-MAN. The COUPLE and
	TWO DRIVERS argue about what this means.

				WOMAN
		It's Spider-Man!

				TRUCK DRIVER #1
		Get outa here, you bum!

				WOMAN
		Hey, what are you talking about?!

				TRUCK DRIVER #2
			(back at woman)
		What's the matter, lady don't you read
		the papers?

	This is the DRIVER of a DAILY BUGLE truck carrying the
	historically famous Bugle headline, "Spider-Man - Threat
	or Menace?"

				MAN
		Go Spidey! Go!

	INT. LAST CAR - NIGHT

	It's nearly vertical! People are tumbled over each other.
	The scared TEENAGER is tearing at the door. The SKINNY
	GIRL screams in a mechanical way. The DOOR opens. He
	nearly falls!

	The SKINNY GIRL screams again. He manages to get back
	inside. She looks at him, safe now. But she screams
	again anyway.

	ROZ struggles to right himself against a pole. A BAG OF
	GROCERIES goes sliding past him. It continues downward
	and out the OPEN DOOR.

	INSERT: The BAG tumbles down through the air. Down, down,
	and down...

	INT. MIDDLE CAR - NIGHT

	SPIDEY'S face appears in the WINDOW upside down.

				SPIDER-MAN
		Hello, everybody...

	He slides the WINDOW down and flips inside. He walks
	through the parting PASSENGERS to the BUILDING WALL. He
	feels it.

				SPIDER-MAN
		Okay, everyone, stand back and stay cool.

	He hurls himself at the fused GLASS portion and bounces
	back onto the floor. He rolls over, flexing his shoulder.

				WOMAN
			(whining)
		Is that the real Spider-Man?

	SPIDEY does a TRIPLE FLIP to his feet. He reaches up for
	the overhead RAILING and pulls it down easily. Oohs and
	aahs. SPIDER-MAN points it at the GLASS and hefts it.

				SPIDER-MAN
		Somebody wanna give me a hand with this?

	First the WOMAN, and then all of them, take up positions
	on the BATTERING RAM.

				SPIDER-MAN
		On three. One... Two... Three!

	They ram the GLASS and it shatters.

	INT. THE LUXURY CONDO HIGH-RISE - NIGHT

	HENRY stands at the open DOOR of the TRAIN in his bedroom
	as they all come rushing through into the room.

	HENRY
	Come on. Come on. That's it. Step
	lively now.

	WIFE
	Henry, the rugs!

	HENRY
	Oh, shut up!

				SPIDER-MAN
		Have a nice evening, Ma'am... and you
		too, Henry.

	EXT. THE STREET - NIGHT

	The FIRE TRUCKS arrive and begin assembling a LADDER.

	INT. THE LAST CAR - NIGHT

	SPIDEY arrives at the DOOR at the top of the CAR. He sees
	ROZ at the bottom. THREE PEOPLE are between them. The
	SKINNY GIRL sees SPIDEY. She screams.

				SPIDER-MAN
		Okay, folks, just hang on...

	He scampers down the GRAB-HANDLES to the people below.
	FOUR PASSENGERS cling to SEATS and BARS.

				SPIDER-MAN
		Okay, one at a time. You first, Ma'am...

	A FAT WOMAN makes a "who me?" gesture. SPIDEY throws her
	over his shoulder.

	INSERT: THE COUPLING which holds the two CARS at right
	angles begins to bend open.

	SPIDER-MAN, the FAT WOMAN over his shoulder, goes hand
	over hand to the top and the WOMAN is dumped into the
	MIDDLE CAR.

	INSERT: THE COUPLING bends open a little more.

	SPIDEY helps the TEENAGER and the SKINNY GIRL out of the
	CAR. She takes the dreadful step between cars. She looks
	down. She screams. She steps across.

	EXT. LUXURY CONDO HIGH-RISE - NIGHT

	The FIRE LADDER is up. But it is about TEN FEET short of
	where it's aimed at. The end of the CAR. A FIREMAN
	stands at its apex.

				FIREMAN
			(into walkie)
		Gimme more ladder! I need more ladder!

	WALKIE
	Negative on that, you're at full
	extension!

	INT. LAST CAR - NIGHT

	Now only ROZ is left. SPIDEY approaches him. He clings
	to a POLE.

	INSERT: The COUPLING bends open! The CAR is hanging there
	from memory!

				ROZ
		This is Doctor Otto Octavius' work. I
		must get back to my university. I must
		stop Ock... he's gone crazy. Can you
		help me?

				SPIDER-MAN
		Sure thing, just don't take the train.
		Come on... give me your hand.

				ROZ
		Spider-Man! Listen to me! If he can do
		this with the train, if he's come this
		far, then I can pretty well predict his
		next step. He'll go to Plutonium SL 270
		for the power. He must be stopped... or
		else he'll destroy our world.

	The COUPLING shrieks and the CAR lurches.

				SPIDER-MAN
		Let's get you out of here first,
		Professor.

				ROZ
		Wait Spider-Man. I don't think I can
		make it... You mustn't waste time saving
		me... you must save the world! You must
		go and stop Ock!

				SPIDER-MAN
		Where can I find him...?

				ROZ
		He is looking for Plutonium SL 270 I'm
		sure...

	The CAR lurches on its side and ROZ flies out of the DOOR.
	SPIDEY THWIPS out a WEB that girdles ROZ'S waist.

				SPIDER-MAN
		Think Rosomorf, think where one can find
		Plutonium? Where could he find SL 270...?

	EXT. LUXURY CONDO HIGH-RISE - NIGHT

	ROZ is hanging in mid-air on the WEB.
	ROZ shouts.

				ROZ
			(shouting)
		There's only one place he can get the
		Plutonium SL 270...

				SPIDER-MAN
		Where...?

				ROZ
		Toxic... toxic dump... any toxic dump
		would have SL 270.

	SPIDEY swings ROZ in an arc to the FIREMAN. He misses ROZ
	on the first pass. ROZ looks up at SPIDEY who stands in
	the doorway, manipulating the WEB.

	The FIREMAN grabs ROZ. Then, with an awful SCREECH of
	steel, the CAR pulls loose from the COUPLING. With
	SPIDER-MAN inside it, the CAR plunges ten stories to the
	street below.

	EXT. STREET - NIGHT

	COPS, FIREMEN, PRESS, the works. The CROWD GASPS. CAMERA
	STROBES pop as the LAST CAR crashes to the SIDEWALK. We
	hold several beats on the incredible rubble.

	Then, a WEBBED HAND. SPIDER-MAN groggily pulls himself
	from the wreckage.

				COP (V.O.)
		Put your hands up, Spider-Man.

				SPIDER-MAN
		You're making a big mistake.

				COP
		And you're looking at twenty years.

	SPIDER-MAN shoots a WAD of WEB GOO onto the COP'S GUN and
	leaps up onto the LUXURY CONDO... and swings up out of the
	frame. The COP aims and shoots. The BULLET makes a
	THWUMP noise. The WEB GOO stretches out about three feet
	and falls limp.

				COP
		What the hell!

	EXT. BACK OF BUILDING - NIGHT

	SPIDER-MAN swings painfully, one handed and limp, at the
	end of a WEB STRAND. After falling ten stories, he is
	groggy and weak. He can't think. He can't focus. He can
	barely hold onto his WRIST GIZMOS. This bug is spent.

				SPIDER-MAN
		Must go on... must find Ock... SL 270
		Plutonium... must get that crazy old
		loony... before he gets to the
		Plutonium... toxic dump... where are the
		toxic dumps...?

	He hangs there with two hands to catch his breath and
	thinks. He shoots a WEB up diagonally and swings across
	on it. This time he catches on and holds, but barely.

	INT. AUNT MAY'S FAMILY ROOM - NIGHT

	LIZ is standing. AUNT MAY is seated on the COUCH, she
	looks weak, pale and alone.

				AUNT MAY
		You're as lovely as Peter said you were.

				LIZ
			(embarrassed)
		Thank you. He really wanted so badly to
		come see you. He called me up out of the
		blue.

				AUNT MAY
			(great concern)
		Tell me about Peter. What's he been up
		to? He seems so preoccupied.

				LIZ
		Oh, you know Peter... he's all caught up
		in some kind of study he's doing. Things
		are really crazy at the university now.
		Things are crazy... everywhere. I guess
		Peter's just... well, you know... pulled
		into his shell.

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

				LIZ
		Yeah... well. I don't think he wants me
		to find him... Well, I'd better be going.
		My friend Flash is picking me up.

				AUNT MAY
		This Flash... he isn't your boyfriend, is
		he?

				LIZ
		No... not really... I think you can guess
		why...

	They smile knowingly at each other.
	LIZ goes toward the DOOR.

				AUNT MAY
		Elizabeth...?
		She turns.

				AUNT MAY
		Finders keepers, losers weepers.

				LIZ
		What?

				AUNT MAY
		That's what I used to say to Peter when I
		found him.

	EXT. FIFTH AVENUE - NIGHT

	SPIDER-MAN swings high above it. This is not the
	confident swinger with LIZ in his arms. This is a guy
	who's making it by the narrowest of margins. There is a
	traffic jam below.

				SPIDER-MAN
		Got to find Ock... got to find the toxic
		dumps.
			(grabs his head)
		Oh! Oh! Oh... yeah!

	He looks down at the traffic. We PAN across the many CARS
	until we come to a non-descript GREEN CAR.

	INT. GREEN CAR - NIGHT

	OCK is honking the HORN. Something lands on his ROOF.
	Then SPIDEY sticks his head, upside down, in the
	windshield.

				SPIDER-MAN
		What's up, Ock?

				OCK
		You!!!

	A WALDO smashes through the WINDSHIELD but misses SPIDEY.
	OCK leaps from the CAR.

				OCK
			(on the run)
		You're a doomed bug, Wall Crawler. I've
		no time to waste on you now.

	EXT. STREET - NIGHT

	OCK runs through HONKING TRAFFIC. SPIDER-MAN leaps from
	CAR to CAR.

	OCK turns to see SPIDER-MAN leap to a LIMO at the curb.
	OCK turns tail and runs down an alley. A FEMALE COP pops
	out of a DOORWAY. Her partner, a BIG, YOUNG COP, pulls
	his GUN.

				FEMALE COP
			(gun poised)
		Alright! Freeze! Up against the wall
		and spread 'em

	OCK complies. He raises his hands... and spreads the
	WALDOS to full extension! The BIG COP screams and faints.
	The little FEMALE COP'S eyes POP. OCK swats the GUN from
	her hand. He starts to choke her.

	SPIDEY comes swinging to the rescue. He lands on the ROOF
	nearby.

				SPIDER-MAN
		Hey, you big OCK, why don't you pick on
		someone your own size?!

				OCK
		Alright Spider-Bug... here I've come for
		you...

	OCK leaves the COP and attacks SPIDER-MAN, shooting his
	iron fist at him. OCK runs to the end of the alley.
	SPIDEY staggers to his feet and resumes the chase.
	OCK breaks into a red Corvette convertible, starting it
	with a WALDO.

	SPIDER-MAN comes out in time to see the Vette drive away.
	A CHINESE LAUNDRY TRUCK is passing. SPIDEY THWIPS it and
	is whipped away.

	He crawls over to the WINDOW.

				SPIDER-MAN
		Hey, driver. Could you follow that red
		Vette for me?

	The surprised CHINAMAN lets loose a stream of CHINESE
	expletives, complete with appropriate suggestive gestures.
	SPIDER-MAN crawls to the top of the TRUCK and surveys the
	situation. He sees a sea of moving traffic. He THWIPS up
	a WEB and swings away.

	SPIDEY swings along from BUILDING to BUILDING. The RED
	VETTE is making headway. Suddenly, SPIDER-MAN spots a
	blue MG with its top up.

				SPIDER-MAN
			(swinging)
		Flash Thompson... I never thought I'd be
		happy to see you.

	EXT. BLUE MG - NIGHT

	SPIDEY swoops down on the BLUE MG.

	INT. BLUE MG - NIGHT

	SPIDEY wedges down into the car, right between FLASH and
	LIZ. She WHOOPS. FLASH is thrilled.

				SPIDER-MAN
		Sorry about that!

				FLASH
		Spider-man! This is unbelievable...!

				SPIDER-MAN
		Flash, I need your help.

				FLASH
		You got it.

				SPIDER-MAN
		You any good with this thing?

				FLASH
		I'm the best.

				SPIDER-MAN
		Okay... catch that Vette!

				FLASH
		Roger, wilco, over and out.

	He swerves. SPIDEY falls all over LIZ. They begin to
	careen through traffic, three peas in a very small pod.

	EXT. WEST SIDE CAR CHASE MONTAGE - NIGHT

	With SPIDEY jammed in between LIZ and FLASH, the MG chases
	the VETTE. Since neither OCK nor FLASH is any good at
	this, both cars quickly careen into POLES, FENCES, HOT DOG
	CARS and begin falling apart.

	On RIVERSIDE DRIVE the MG begins to lurch and STEAM. The
	VETTE looks eaten away. The GEORGE WASHINGTON BRIDGE
	looms ahead.

	The VETTE roars through the TOLL BOOTH. They spot OCK
	stuck in traffic.

				FLASH
		Why is he going to New Jersey, and who is
		it in that shitty red car...

				LIZ
		Don't you recognize him... it's Ock!

				SPIDER-MAN
		New Jersey has the largest toxic waste
		dump in the world.

				FLASH
		What does he want with toxic waste?

				SPIDER-MAN
		He's looking for Plutonium, my dear...
		The car has to slow down... it's in a traffic jam.

				FLASH
		Sorry... can't do anything about this
		traffic.

	SPIDER-MAN jumps out of the car.

				SPIDER-MAN
		Try to stay with me. I don't want to
		lose him!

	Speeding along the BRIDGE, OCK sees no one. But high
	above, SPIDEY swings from TOWER to TOWER after him. At
	the last TOWER, SPIDEY leaps down onto a BIG TRUCK. The
	VETTE weaves and SPIDEY crosses to another BIG TRUCK. For
	a moment he is caught between the TWO TRUCKS, but he makes
	it across.

	The VETTE takes an exit. SPIDEY leaps to the next SIGN.
	He aims his WRIST GIZMO and waits for the next car to take
	the exit, but none does. Deflated, he drops to the
	ground. He looks up to see a sign on a CYCLONE FENCE. It
	says, "DUMP NUMBER 7 -- KEEP OUT -- RADIOACTIVE MATERIAL!"

				SPIDER-MAN
		Bingo.

	INT. TOXIC WASTE DUMP - NIGHT

	The landscape has a nightmarish vision, weirdly lit by
	"safety lights." VATS and DRUMS ooze all kinds of bad
	stuff. A light is on in a dilapidated SHACK.

	INT. THE SHACK - NIGHT

	OCK is tossing away the CANISTERS until he comes to one
	marked, "HAZARD!! PLUTONIUM SL 270 HAZARD!!"

				OCK
		Okey, dokey...

				SPIDER-MAN
		Open that now, and you'll spoil Christmas.

	SPIDEY'S peering in from a HOLE in the ROOF.

				OCK
		Insect! I am going to squash you to
		death... Once I lay my Waldos on your
		skinny bones...

	OCK hurls a DRUM at SPIDEY. It erupts in a sizzle of
	LIQUID and GAS. Then the SIX-ARMED FIEND runs for the
	door with his SL 270.

	EXT. THE SHACK - NIGHT

	OCK comes flying out and SPIDER-MAN grabs a WALDO.
	SPIDEY does a back flip and whips OCK so hard the WALDO
	snaps off! OCK recoils it and reacts in horror.
	With a roar, OCK attacks SPIDER-MAN. They battle as
	SUPER-ADVERSARIES. OCK gains the upper hand and tosses
	SPIDEY into a pile of RUSTING DRUMS. A GAS envelopes
	SPIDER-MAN and he begins coughing.

	EXT. THE DUMP - NIGHT

	OCK'S WALDOS are coiled around SPIDER-MAN'S neck as the
	WEB SLINGER is dragged through the dump. His WHITE EYES
	narrow and blink. There is a capped WELL behind a WARNING
	SIGN. OCK tears off the CAP and then hurls the groggy
	SPIDEY down the WELL.

				OCK
		Goodbye, Spider-Man!

	INT. THE WELL - NIGHT

	SPIDEY falls. He cannot grab onto the slimy WALLS. At
	the bottom of the foul pit is a bubbling BLUE luminescent
	POOL. SPIDEY claws frantically at the WALLS.

				SPIDER-MAN
		Noooooooooooooo!

	He gets a hold and slides down to within a foot of the
	POOL. Its weird light shines up at him. He looks up at
	the starry sky.

				SPIDER-MAN
			(to himself)
		Okay now, Spidey. Easy does it.

	He shoots a WEB about halfway up the PIT. It hits the
	wall, sizzles, and drops back down.

				SPIDER-MAN
			(to himself)
		Don't give up, Spidey. Don't give up.

	The WEB GIZMO squirts out a pathetic patooey of WEB GOO.
	Then it hisses, empty!

				SPIDER-MAN
		Empty... now what do I do?

				OCK
		So you've avoided the nuclear pool, have
		you, Spider-Man?

				SPIDER-MAN
		Well, so far so good. But I can't hold
		on much longer.

				OCK
		Pity...!

				SPIDER-MAN
		Oh, come on, Ock, be a good sport. Let's
		talk this over face to face... throw me a
		line...

	SPIDEY reaches out.

				OCK
		Okay... face to face... Catch this!

	OCK, way up at the opening above, raises a huge DRUM above
	his head. The DRUM leaks toxic waste in ORANGE TENDRILS.
	He is about to drop it down on SPIDER-MAN...

				FLASH
		Don't do it, Professor!

	We now see FLASH and LIZ in the BLUE MG.

				OCK
			(puts down the drum)
		I know you... and you, young lady. Both
		of you are in my physic class, aren't
		you...? Come... you can help me. I need
		to get some of these drums to my
		laboratory... help me... and I'll give
		you special grades. What'd you say?

	Suddenly he catches FLASH with a WALDO and starts to choke
	him. LIZ screams and tries to help FLASH.

				LIZ
		Leave him alone!!!

	Another WALDO grabs her.
	ROZ now appears on the scene.

				ROZ
		Leave them alone Otto!

				OCK
		But, they won't help me. Everybody is
		trying to destroy my experiment. And so
		are you, Rosomorf.

	Another WALDO grabs ROZ by his arm.

				ROZ
		Otto... I was wrong. I've gone over your
		research. It's brilliant, Otto. It's
		mad, but it's brilliant. You have much
		work left to do. I want to help you,
		Otto. For the sake of science, go and do
		your experiment. Leave... these kids
		alone and I'll help you.

				OCK
		You will? You too?

	Both FLASH and LIZ shake their heads okey dokey. OCK
	gestures to FLASH and LIZ.

				OCK
		Help me with these drums, I need to get
		them to my laboratory immediately.

				ROZ
		Do as he says.

	OCK pushes FLASH and LIZ with his iron arm. Gripping LIZ
	be her hair, he shoves her into the CAR.

				OCK
		Drive, Flash, before I flush your girl
		right down the toilet!

				SPIDER-MAN
		Professor Rosomorf, it's no good, double
		dealing... why did you help him...?

	ROSOMORF finds a rope and looks into the well.

				ROZ
		Don't lose your energy screaming. Catch
		this rope and climb up, come on!

	INT. ROZ'S CAR - NIGHT

	They drive along the highway. SPIDEY is recovering,
	working his neck.

				ROZ
		I've been through the Octavius data. He
		has enough power with his Plutonium.
		Especially if he gets his hands on
		Parker's data, there he has enough power
		to do what he wants to do. And we are
		not going to stop him in time before the
		Planetary Conjunction occurs tonight...

				SPIDER-MAN
		Stop the car. I have an idea.

	They're in the middle of RIVERSIDE DRIVE but a PHONE BOOTH
	is coming up on the right.

	INSERT: ROZ'S foot stabs the BRAKE.

	INT. ROZ'S CAR - NIGHT

	SPIDEY gets out of the car. Then he pats himself where
	his pockets ought to be.

				SPIDER-MAN
		Do you have a dime?

	INT. PETER PARKER'S APARTMENT - NIGHT

	HARRY is there, working on the COMPUTER, PHONE RINGS,
	HARRY picks up.

				PETER
		Harry?!

				HARRY
		Peter, where are you?

	INT. PHONE BOOTH - NIGHT

				SPIDER-MAN
		Listen, Harry. You must get my paper
		before Ock uses it...

	INT. PETER PARKER'S APARTMENT - NIGHT

				HARRY
		Your Planetary Conjunction data? It's
		too late... Ock's got your paper, it's in
		his computer already.

	INSERT: The COMPUTER SCREEN displays a graphic of the SUN,
	EARTH, and MOON lining up with JUPITER and SATURN.

				HARRY
		But don't worry... he can never use it
		without Plutonium.

				SPIDER-MAN (V.O.)
		He's got the Plutonium, and he's on his
		way back to the lab! And he's got two
		prisoners with him... Liz and Flash!

				HARRY
		Don't worry... he needs a huge amount of
		power... thousands of volts of
		electricity... to get to the Anti-Force.

				SPIDER-MAN
		He can get to the power. Electrical
		power... to the max. Nuclear power... SL
		270. And now, at the moment of full
		Planetary Conjunction. When all the
		planets line up with the sun... maximum
		gravitational power. The Conjunction is
		Ock's final power source.

				HARRY
		Damn... the Conjunction is due at
		midnight! What are we going to do?

	EXT. UNIVERSITY GROUNDS - NIGHT

	The BLUE MG arrives and comes to a stop. OCK looks at his
	two prisoners in the back seat and smiles to himself...
	Picks up one DRUM on each shoulder.

				OCK
		Okey, dokey... have fun, young ones...
		for the last time.

	OCK leaves. LIZ and FLASH are tied together in the back
	seat of the CAR.

				LIZ
			(still ministering)
		What do we do now?

				FLASH
		We kiss the world goodbye. If he is
		right, all there is left to do is...

				LIZ
		Wait... I think I can release my right
		hand...

	INT. PETER PARKER'S APARTMENT - NIGHT

				HARRY
		How much time is left? Wait... I can
		find out... my God... 59 minutes!

	INT. PHONE BOOTH - NIGHT

				SPIDER-MAN
		The only way we can interfere with Ock's
		plan is to find a computer center... fast.

				HARRY (V.O.)
		Our University has the biggest center in
		town.

				SPIDER-MAN
		Yeah, but who's gonna work 'em?

	EXT. UNIVERSITY GROUNDS - NIGHT

	Professor OCK comes for some more drums. He sees that LIZ
	and FLASH have disappeared. OCK picks up TWO DRUMS.
	HARRY seeing FLASH and LIZ come running to the school
	grounds.

				HARRY
		I think I can get some help... I can
		teach anyone how to work a code in five
		minutes.

				SPIDER-MAN (V.O.)
		Then do it!

	INT. COMPUTER LAB - NIGHT

	The LIGHTS are off, but the COMPUTERS are on. HARRY looks
	over LIZ'S shoulder as she cracks through a code. Her
	SCREEN reads out, "CONNECTICUT. TECH. Fully Op, Line
	Backlog, Security Max Level." The last line is FLASHING.

				KIM
		Hey, this is easy.

	They all run from COMPUTER to COMPUTER.

				FLASH
		Hey, Harry I need help.

				HARRY
		Coming!

	HARRY types in KARNAKY LTD and gets the same response. He
	looks at his DIGITAL WRISTWATCH. "01:00:02" becomes
	"00:59:59" as we watch. Then a WARNING BUZZER!

				KIM
		I got one! I got one!

				LIZ
		Harry! Get over here!

	HARRY hurries to KIM'S side and elbows her out of the
	CHAIR. The SCREEN is flashing "WARNING, Security Breach!"
	HARRY'S hands fly over the keys. The KIDS gather around.
	LINE DRAWINGS of the CYCLOTRON (progressing from large to
	small detail) appear one after the other. Finally, a
	PIPE. There is a CIRCLE around a JOINT. And the legend
	"H20".

				HARRY
		A goddamn water leak...

				FLASH
		Hey, look at this. Empire State
		University. This is our cyclotron,
		right?

				HARRY
			(serious)
		What does it say?

				FLASH
			(hits two keys)
		It says "no information on net."

				HARRY
		Damn... we can't do it...

				KIM
		You mean... we can't stop loony Ock...

				HARRY
		I mean the world is in danger...

				FLASH
		We must find Peter, he knows these
		computers better than all of us.

				HARRY
		Yes, but where the hell is he?

				LIZ
			(mysteriously)
		I bet he is with Spider-Man...

	Suddenly the lights dim. A heavy noise. An earth quake.

	EXT. OUTER SPACE - PERPETUAL DARK

	The EARTH is moving into line with the other PLANETS of
	the CONJUNCTION.

	EXT. SCIENCE CENTER - NIGHT

	HARRY and FLASH and LIZ and KIM, (the EARTH is SHAKING)
	come out running from the building beneath an enormous
	HANGING MOON. They are frightened.

	Suddenly it all stops. It's quiet, the kids look at the
	sky.

				LIZ
		Look at the moon... I have never seen it
		so big.

				FLASH
		What is that...

				HARRY
		Must be the sun.

	We now see the sky. With the sun on one side, and the
	moon on the other. They watch it, shocked, frightened out
	of their wits.

	EXT. END OF THE WORLD MONTAGE - NIGHT

	Suddenly from OCK'S basement lab a BLUE BEAM of LIGHT
	breaks through. A WHINE starts, it moves magically out of
	the WINDOW and PANS around a sleepy NEW YORK which doesn't
	know that the end is upon it. The dreaded WHINE builds
	throughout! People stop in their tracks, look up to the
	strange looking skyline. Camera comes down to a street
	where ROZ is DRIVING SPIDER-MAN fast toward the
	UNIVERSITY.

	INT. ROZ'S CAR - NIGHT

	ROZ looks out over the skyline of NEW YORK. Lighted
	buildings FLARE UP and then GO DARK. The LIGHTED SPIRE of
	the Empire State Building FLARES UP and EXPLODES.

				SPIDER-MAN
		It's started. Step on it Professor, or
		we'll never make it.

	They look across the campus and a strange LIGHT is coming
	out of the SCIENCE CENTER.

				ROZ
		Our campus... right there... see those
		beams from Ock's lab. We're late... it's
		coming... the Conjunction will happen in
		a few seconds.

	SPIDER-MAN massages his arm.

				SPIDER-MAN
		Stop the car...! Come with me.

				ROZ
		Where...? What...?

	SPIDER-MAN SHOOTS out a WEB and flies toward the SCHOOL
	BUILDING taking ROZ with him.

	INT. EXPERIMENTAL CHAMBER - NIGHT

	It is a patchwork of make-shift repairs. OCK looks in
	through a WINDOW that's been melted out. He is lost in a
	mad rapture.

	INT. CONTROL ROOM - NIGHT

	RED POWER THROTTLE is at 95% POWER!
	SPIDER-MAN and ROZ enter, shielding their eyes from the
	GLARE. The COUNTDOWN CLOCK reads, "00:08:18".

				OCK
			(looking back, madly)
		Aha! You never included the Conjunction
		in your calculations, did you?! Rosomorf!

				ROZ
		Damn the calculations! My God, Otto, you
		have to hear me! The world we know will
		collapse! Everything we have devoted our
		lives to... all the patterns, all the
		harmonies... everything will be destroyed.

				OCK
		A new world waits! Rosomorf! It is my
		destiny!!!

				ROZ
		It is cosmic suicide! You have no right!

	ROZ flings himself through the MELTED WINDOW into the
	EXPERIMENTAL CHAMBER. He grabs for the "BULLET" but the
	WALDOS grab him and throw him back. ROZ staggers
	backward... into the arms of SPIDER-MAN.

				ROZ
		You have to stop him... Spider-Man you
		have to stop him.

				SPIDER-MAN
		I'm afraid we're too late.

	SPIDER-MAN attacks OCK, trying to push him away from the
	THROTTLE. OCK pushes SPIDER-MAN away from him so strongly
	that SPIDER-MAN is knocked down. OCK nudges the POWER
	THROTTLE forward and the WHINE increases to an ear
	shattering pitch. The COUNTDOWN CLOCK reads, "00:06:48".
	We are at 96% POWER!

	EXT. THE SCIENCE CENTER - NIGHT

	We PAN down from the MOON to a STREET full of SIRENS and
	SHADOWY FIGURES running in the night. LIZ and KIM and
	HARRY come nearer. A very WEIRD light is emanating from
	the CENTER.

				LIZ
		He's in there. I know Peter is in there.
		She breaks into a run.

				FLASH
		Liz, don't... Liz come back... come back!
		LIZ runs inside. They run after her. A BOLT OF
		ELECTRICITY flashes across the doorway, stopping them.

	INT. THE CONTROL ROOM - NIGHT

	The PLANETS are playing on the COMPUTER SCREEN. Things in
	the room begin to rise, weightless. The ENERGY STORM is
	brewing!

				OCK
		Okey, dokey!! My energy storm has
		started. My Anti-Force is on! History
		is being made... Spider-Man, Rosomorf
		cheer up friends... we're on our way to
		the unknown cosmos... we three are about
		to visit heaven... real Gods heaven.

				ROZ
			(sees the sky through the window)
		Spider-Man! The Conjunction! It's
		happening!

	EXT. THE SKY - STRANGE COLORS - NIGHT

	The CONJUNCTION is now happening.

	INSERT: Surreal DIALS spin madly.

	INT. SCIENCE CENTER - NIGHT

	LIZ runs into a HALLWAY gone berserk. Stuff is flying
	everywhere. TILES pull from the WALLS and crash to the
	ceiling.

				LIZ
		Peter! Peter, where are you?!

	INT. CONTROL ROOM - NIGHT

	OCK throws the RED POWER THROTTLE to 97% POWER.
	Cacophony! The "BULLET" begins to PULSE and THROB! The
	DIALS spin! The COUNTDOWN CLOCK reads, "00:05:58".

	EXT. SCIENCE CENTER - NIGHT

	The FULL MOON hangs over the building. FLASH and HARRY
	and KIM stand at the entrance to the CENTER.
	FLASH starts to run to the building.

				FLASH
			(screaming)
		Liz! Liz come on out!

	They run forward but as they reach the FRONT STEPS the
	building lurches upward. The bottom step becomes a wall
	of STONE and DIRT, six feet high.

				HARRY
		Get back! Flash... get back!

				FLASH
		Wow...!

	Then the building lurches upward again! This time it
	pulls FREE from the ground. The KIDS take cover as WATER
	LINES BURST and ELECTRICAL WIRES SPARK.

	INT. SCIENCE CENTER HALLWAY - NIGHT

	LIZ opens a door.

				LIZ
		Peter!

	The building lurches throwing her back across the HALL
	where she crashes through another door.

	INT. CHEMISTRY LAB - NIGHT

	All manner of stuff is flying around. LIZ comes sliding
	across the floor. She crashes into a CABINET. GLASSWARE
	starts to fall on her, but crashes into the CEILING
	instead. She is dragged up the WALL. She kicks and
	screams against the Anti-Force.

	EXT. SCIENCE CENTER - NIGHT

	FLASH, KIM and HARRY look on as heavy ELECTRICAL CABLES
	stretch upward to the rising CENTER and then snap in
	showers of sparks. As they fall away the CENTER becomes
	airborne. The CABLES wave up at it, shooting arcs of
	ELECTRICITY directly at the building.

	INT. CHEMISTRY LAB - NIGHT

	LIZ slides down the WALL. She grabs at the WINDOW and
	looks out. The rest of the university recedes beneath
	her, now a hundred feet below. And they're still rising!
	FLASH and HARRY look up.

				FLASH
		Oh my God... Liz is inside there!

				HARRY
		And Professor Rosomorf and crazy Ock.

				FLASH
		What about Peter? Is he there with them?

				HARRY
		No, but I bet Spider-Man is.

	EXT. STREET IN FRONT OF UNIVERSITY - NIGHT

	People look up at the SCIENCE CENTER. A CYCLIST, riding
	and looking, crashes into a TAXI. MAX REISS leaps out
	with the BEAUTIFUL STARLET from the TAXI.

				MAX
		That's some show... if ever I saw one.

	INT. JAMESON'S OFFICE - NIGHT

	He's looking out his window seeing the University's Lab
	Building flying by. Up and up toward the sky.

				JAMESON
			(shouting)
		Tear out the front page! Change the
		headline... The biggest news is happening
		right now... we need photos... a camera...
		get me a camera...!

	EXT. SKY - NIGHT

	A very long shot of the SCIENCE CENTER rising into the
	CLOUDS.

	INT. AUNT MAY'S BEDROOM - NIGHT

	She pulls aside a CURTAIN and watches the SCIENCE CENTER
	rise.

	INT. CONTROL ROOM - NIGHT

	OCK works the COMPUTER as the CONSOLE sends up SHOWERS of
	SPARKS. He glances at the "BULLET" which now PULSES.
	The COUNTDOWN CLOCK at "00:04:18".

				ROZ
		Where is it going Otto?

				OCK
		Other worlds, Roz, other times, other
		dimensions, who knows? Who cares?

				ROZ
		Then... why?

				OCK
		Truth, Rosomorf. Look at it! The new
		truth! The new way!

				SPIDER-MAN
		Don't listen to him Professor Roz.

				OCK
		No, you don't listen to that clown, he
		can't save you, or the world for that
		matter.

	A WALDO reaches in and rips ROZ off SPIDEY, flinging him
	back against a WALL. ROZ lands in a heap beneath a FIRE
	STATION (HOSE, EXTINGUISHER, AXE).

	We see the WALDO reach out for SPIDER-MAN. It wraps
	around his FOOT and begins to tug, slowly...

				OCK
		Once and for all, Spider-Man... once and
		for all we'll end the legend of your
		powers.

	OCK knocks SPIDER-MAN with a real BIG BLOW with his WALDO.
	OCK is slowly dragging SPIDER-MAN to a HUGE HOLE that's
	been ripped in the floor by the BEAMS of ELECTRICITY.
	We see New York a half a mile down through the hole. We
	see SPIDEY being drawn across the HOLE. Then ROZ comes
	flying in with the FIRE AXE.

	ROZ hacks away at the WALDO and chops it off! The stump
	withdraws. OCK examines it in pain and fury!

				OCK
			(ultimate betrayal)
		You!! You were my teacher!!!

	ROZ doesn't even look back. He and SPIDEY are at the edge
	of the HOLE and he's shaking SPIDEY furiously.
	OCK sends out his other WALDO and begins banging it on the
	floor in a frenzy on either side of ROZ and SPIDEY. Like
	a child denied, he smashes his steel fists against the
	floor again and again.

				OCK
		You were my teacher! And you want to
		destroy my experiment. You are a
		scientist for heaven sake... don't you
		want to know what's up there?

				ROZ
		Yes, but not on account of our world. We
		have only one world... only one life.
		The floor begins to craze and then crack like ice around a
		hole on a pond. BANG! BANG! SPIDEY comes to just as the
		section of floor beneath himself and ROZ gives way and
		falls through.

	SPIDEY grabs hold of the edge and dangles. He looks down
	and sees ROZ falling away beneath him, disappearing into
	the dark.

				ROZ
			(calling back from the dark skies)
		Spider-Man! Only you can save us now...

				SPIDER-MAN
		Roz!!!
			(turns to Ock)
		Murderer!!!

				OCK
		Forget that old fool, insect. My
		Spider-Man... Come join me on my
		fantastic voyage to the 7th heaven.

	EXT. OUTER SPACE - PERPETUAL DARK

	The PLANETS are virtually in line!

	INT. SCIENCE CENTER HALLWAY - NIGHT

	LIZ comes running through it. A BOLT OF ELECTRICITY
	shoots from the right to the left in front of her. She
	slams on the brakes and runs the other way.

				LIZ
		Peter! Peter!

	INT. CONTROL ROOM - NIGHT

	The COUNTDOWN CLOCK is at, "00:02:59". OCK throws the
	POWER THROTTLE to 98% POWER. He laughs and a WEB splats
	against his GLASSES. SPIDEY scrambles to his feet. OCK,
	still trying to get the WEB GOO off his GLASSES, is
	slammed into the CONSOLE by SPIDER-MAN. SPARKS fly and
	WALDOS flail blindly, smashing things. OCK tears off his
	GLASSES and squints through the FIRE and SMOKE and GLARE.
	SPIDER-MAN THWIPS the ceiling and swings into a drop kick!
	OCK recovers. He grabs SPIDEY and slam dunks him through
	the hole in the floor.

	EXT. THE BOTTOM OF THE BUILDING - NIGHT

	SPIDER-MAN falls through the air. He shoots up a WEB and
	THWIPS, it sticks to the ROCKY bottom of the FOUNDATION.
	OCK appears in the HOLE. He sees SPIDEY'S dilemma,
	hanging on a thread of WEB. A half-broken WALDO snakes
	down and CLIPS the WEB.

	But the WEB sticks to the WALDO! OCK shakes it, but he
	can't get loose. SPIDER-MAN shoots out another WEB at the
	ROCK BOTTOM and, with the leverage, he pulls OCK out.
	OCK swings down in a wide arc and his WALDOS catch on the
	ROCK upside down. He holds on fiercely.

	OCK scrambles out to the side of the CENTER and begins
	looking for an entry. SPIDER-MAN is right on his tail.
	The building pitches sideways! OCK turns to face SPIDER-
	MAN, his broken WALDOS out for BATTLE.

	SPIDEY grabs an EXPOSED PIPE and breaks it off,
	brandishing it like a broad sword.

				SPIDER-MAN
		Let's have it, old boy!
		A bizarre DUEL takes place. The CENTER pitches this way
		and that. SPIDEY and OCK move from foothold to foothold,
		from WINDOW to LEDGE to PARAPET.

	Now the CENTER pitches to a 45 degree angle. They DUEL
	upside down! A WINDOW GRATE crashes open and LIZ comes
	flying out, holding onto the GRATE for dear life!

				SPIDER-MAN
		Liz!!
		OCK seizes the opportunity to whack SPIDEY across the
		head. SPIDEY loses his footing but the building now
		lurches back and LIZ goes flying back inside. SPIDEY
		ducks inside too and pulls the GRATE.

	SPIDER-MAN uses his great strength to move a HUGE PIECE of
	SCIENTIFIC MACHINERY in front of the GRATE.

				SPIDER-MAN
		Come on.

				LIZ
		Where's Peter? He must be here somewhere.

				SPIDER-MAN
			(pulling her ahead)
		He's around, don't worry... we'll find
		him.

	INT. CONTROL ROOM - NIGHT

	The COUNTDOWN CLOCK is at, "00:01:00" as SPIDEY comes
	flying in with LIZ in tow.

				LIZ
		This building is flying. I'm in a
		goddamn flying building...

				SPIDER-MAN
		I think we have to pull some of these
		cables. Try those over there. I'll work
		on these. We gotta slow this thing down
		somehow. We got helicopters coming.

	LIZ looks at some WIRING, apprehensive about even touching
	it.

				SPIDER-MAN
		Pull!

	She yanks out a CABLE. The building pitches. But when
	SPIDEY pulls one out, it rights itself.

	EXT. SCIENCE CENTER - NIGHT

	The BIG BEAMS start cutting out one by one. The CENTER
	begins to PITCH and YAW. The CHOPPERS are getting closer.

	INT. CONTROL ROOM - NIGHT

	The COUNTDOWN CLOCK reads, "00:00:15" as SPIDEY and LIZ
	continue to pull WIRES and CABLES. TWO WALDOS erupt
	through the floor and grab SPIDEY. They pull SPIDEY to
	the floor. Entangled in these molybdimum pythons, SPIDEY
	struggles valiantly. LIZ leaps to his aid.

				LIZ
		Oh my God...

	A third WALDO, a broken one, snakes up from the HOLE and
	begins feeling blindly around on the CONSOLE for the POWER
	THROTTLE.

				SPIDER-MAN
		The power!

	LIZ sees the damaged WALDOS heading for the RED THROTTLE.
	The COUNTDOWN CLOCK is at "00:00:10". LIZ leaps and tries
	to wrestle it away. It whips in her arms and she holds on
	tight. It bangs her against the wall and then the
	CONSOLE. She holds on. "00:00:03". The WALDO crashes
	LIZ against the wall which erupts in SPARKS. She lets go
	of it. It heads for the POWER THROTTLE! "00:00:01!"
	SPIDER-MAN can't break the grip of the WALDOS, but he can
	pull with super-human strength. He yanks OCK up through
	the STONE floor. OCK hits the ceiling of the CONTROL
	ROOM. ONE WALDO grabs on. The other one throws the RED
	POWER THROTTLE!

				OCK
		Spider-Man. You're end is coming. Life
		in its present form is ending... new
		dimensions, new horizons...

	The UNIVERSAL BULLET begins to GLOW. The GLOW sharpens to
	a POINT of LIGHT. SPIDER-MAN holds on tight against a
	rushing ENERGY FLOW that's pulling everything in the room
	towards the POINT of LIGHT.

				LIZ
			(bracing against the storm)
		What is happening?

				SPIDER-MAN
			(similarly braced)
		I don't know!!!

	LIZ starts to slip away into the flow. She struggles
	against it.

				LIZ
		I can't... hold on!

	SPIDEY THWIPS her and she grabs onto the WEB.

				SPIDER-MAN
		Hold tight, Liz, hold tight!

	OCK drops calmly, beatifically, to the floor of the room.
	He moves slowly, under his own power, into the LIGHT.

				OCK
			(spaced out)
		You cut my power... there's too little
		power... It's so tiny... so tiny...
		there's only space... for me. But I've
		done it, Spider-Man. I have broken
		through... I've broken through!

				LIZ
		Don't do it, Dr. Octavius!

				OCK
		Okey... dokey... Now that's what I call
		an experiment!!!

	As he nears the LIGHT he actually becomes a part of it.
	He radiates LIGHT. He shimmers and shines. He fills the
	room with BLINDING LIGHT.

	SPIDEY and LIZ shield their eyes, and as the light
	diminishes, the storm subsides. They're safe. Except for
	the fact that they're in a floating building, 10,000 feet
	above the city!

	EXT. SCIENCE CENTER - NIGHT

	Against the backdrop of the MOON, a SQUADRON of
	HELICOPTERS approaches the CENTER. From their POV, a HUGE
	CRACK opens across the face of the building. The CENTER
	begins to drop in PULSING SURGES.

	INT. CONTROL ROOM - NIGHT

	SPIDER-MAN is at the CONSOLE pulling and putting back
	WIRES. LIZ, fascinated, looks in at the WINDOW where OCK
	disappeared.

				SPIDER-MAN
		I can't control her. She's dropping too
		fast! Alright... let's go!

				LIZ
		But what about Peter? We've got to find
		Peter!

				SPIDER-MAN
		Peter will be okay, I promise you...
		Let's go before it's too late.
			(he grabs her)

				LIZ
		Go where?

	EXT. THE CENTER - NIGHT

	It rotates and drops. The HELICOPTERS come in like the
	cavalry.

	INT. CONTROL ROOM - NIGHT

	Trying to leave it, LIZ and SPIDEY are confronted with a
	nightmare. The room is tilted at a 45% angle. PIPES are
	bursting. SPIDEY helps LIZ through the obstacles. Debris
	rains down. They come face to face with a diagonal maze
	of PIPES.

				SPIDER-MAN
		Maybe there's another way...

	A HUGE CRACK opens above them.

				LIZ
		It's breaking apart!

				SPIDER-MAN
		Alright, keep moving, a step at a time!

	They scale the maze, but as they emerge on the other side,
	half the floor falls away! Central Park awaits, 8,000
	feet below.

				LIZ
		We have to go back.

				SPIDER-MAN
		We can't go back.

	He looks across at the door. It is midway up a diagonal
	wall. He shoots a WEB up at the ceiling between
	themselves and the door. Then he extends a hand to LIZ.

				LIZ
		Forget it...

				SPIDER-MAN
		Okay, have it your way.

	He swings across and lands on the LEDGE of the DOOR. Then
	he swings the WEB back to her like a trapeze.
	LIZ catches the WEB and looks across at SPIDER-MAN,
	furious.

				LIZ
			(shouting across)
		What am I supposed to do with this!

				SPIDER-MAN
			(shouting back)
		Go ahead. It's easier than it looks!
		We've got to try the fire escape.

	LIZ swings across like TARZAN and SPIDEY gathers her in on
	the LEDGE. She does a comic "phew" and the LEDGE buckles
	beneath them but holds. SPIDER-MAN tries to open the
	door, but it's stuck.

				LIZ
		The door is stuck.

	SPIDER-MAN bends his back to the task. It take all his
	strength, but with a comic AAAAARGGHH! He bends the DOOR
	open.

	EXT. FIRE DOOR - NIGHT

	They burst out onto the ROCK FOUNDATION of the building.
	New York is rushing up to meet them. The WIND created by
	their fall buffets them. The HELICOPTERS arrive, and the
	falling building plunges right past them. The HELICOPTERS
	look across at each other, helpless.

	EXT. THE CENTER - NIGHT

	It drops like a stone.

	EXT. FIRE DOOR - NIGHT

	SPIDEY and LIZ are falling away from the DOOR, sliding
	along the ROCK. LIZ is stopped by a RETAINING WALL.
	SPIDEY keeps sliding. He THWIPS the wall and then
	disappears over the edge. LIZ screams!

	LIZ fights to her feet and grabs onto the WEB STAND. She
	pulls on it with all her strength. She pulls and pulls
	and pulls. We see the WEB running up between the ROCKS.
	She gives one last pull and comes up with an EMPTY WEB
	END.

	A long, long beat.

				PETER (V.O.)
		Liz, Up here!

	LIZ looks up and sees PETER hanging out the WINDOW two
	stories above her. He throws out a ROPE LADDER. LIZ
	grabs it. She begins to climb.

	INT. CLASSROOM - NIGHT

	PETER pulls LIZ through the WINDOW. There is no time for
	an embrace.

				PETER
		Come on. I've found a way down.

				LIZ
			(at long last, love)
		I knew you were going to say that.

	They run out of the ROOM. We PAN down and see, crumpled
	beneath the WINDOW, the SPIDER-MAN suit.

	INT. LARGE PHYSICS LAB - NIGHT

	This is the LAB we saw in the opening sequence. PETER has
	turned on the lights. He's got a handful of ROPE.

				LIZ
		Where's the way out?

				PETER
		Right there!

	We are looking at the HUGE AMERICAN FLAG.

				PETER
		Come on, help me with this.

	EXT. THE FOUNDATION - NIGHT

	LIZ is already down the ROPE LADDER and is holding it for
	PETER. He comes down with a HUGE bundle of RED, WHITE &
	BLUE.

				PETER
		Okay, stand still.

	He ties some ROPE around her waist.

				LIZ
		Is this going to work?

				PETER
		How do I know?

				LIZ
		I just adore confidence in a man.

				PETER
		Come on...

	They move to the edge of the ROCK and look down. CENTRAL
	PARK is still a couple thousand feet down.

				LIZ
		What is it you say when you jump?

				PETER
		Your prayers.

	They SCREAM as the building lurches again, knocking them
	to the ground. They start to slide across the ROCK. They
	reach out for each other but their hands don't quite
	reach.

	Slowly, they inch back together, but the FOUNDATION cracks
	between them.

	EXT. THE CENTER - NIGHT

	It spins and falls beneath us. Down, down it goes. And
	then it crashes into the GREAT LAWN. A huge cloud of
	debris shoots upward.

	EXT. THE SKY - NIGHT

	There is a beautiful FULL MOON. PETER and LIZ float down
	into the frame lit by its wonderful light.

	The AMERICAN FLAG which has turned into a huge parachute.
	They hold each other tight. They can hear SIRENS below.
	They begin to laugh with relief. Then they stop. The
	wind billows LIZ'S skirt and plays with PETER'S hair, and
	snaps in the AMERICAN FLAG.

				LIZ
		We have a lot to thank your friend
		Spider-Man for.

				PETER
		Somehow, I don't think we've seen the
		last of him.

				LIZ
		Peter...! Finders, keepers...

				PETER
		What...? What is it? Why do you look
		like that?

				LIZ
		I think I'm in love.

				PETER
			(even his eyes blush)
		You are...

				LIZ
		With your friend...

				PETER
		Spider-Man? You're in love with
		Spider-Man?

				LIZ
		I am... you think we'll see him again?

				PETER
		We might... you never know.
		He kisses her.

				LIZ
		Oh.
			(bittersweet)
		This may be the end of a beautiful
		friendship you know?

				PETER
		Nah.

	They land in the center of the park under the parachute.
	They stay there and kiss... completely covered by the
	flag. Camera pulls up to show the building floating away.

	THE END