1.01
Script created with Final Draft by Final Draft, Inc.

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                                       TEASER

                                                             OPEN WITH:

               A SPIDER

               Crawling along the edge of a branch.

               It stops briefly, then continues its journey. PULL BACK to
               reveal an EYE, examining the spider curiously.

               PULL BACK further and we find ourselves in:

               EXT. BACKYARD - QUEENS - NIGHT

               Behind a modest home, we see a porch light shining a few feet
               away. SEVEN YEAR OLD PETER PARKER stares intently at the
               spider, transfixed by the creature's movements.

               He reaches out slowly toward the spider...

                                   MARY JANE (O.S.)
                         Peter! Hurry up!

               Peter quickly retracts his hand, startled slightly. He turns
               and runs toward a green tent, which has been erected near the
               porch. He enters into...

               INT. TENT

               A small electric lantern has been placed in the center of the
               tent, which seems rather cramped. Peter doesn't seem to mind
               though. Sitting across from him is a young girl about his age
               with flowing red hair.

               MARY JANE smiles as Peter enters.

                                   MARY JANE 
                         We need more marshmallows. Someone
                         took ours.

                                   PETER
                         I think we have some in the
                         kitchen.

               There is a slight RUSTLE in the leaves behind the tent. The
               two children stop and stare at each other, their eyes wide.

                                   VOICE (O.S.)
                             (evil growl)
                         Marshmallows!

               Peter and Mary Jane remain dead still, sitting in fear, but
               still with smiles on their faces.
               From behind Mary Jane a SHADOW begins to rise up from the
               ground. Its hands extended menacingly toward the tent.

               Mary Jane screams. They both jump to their feet.

               EXT. BACKYARD - NIGHT - CONTINUOUS

               Peter and Mary Jane run out of the tent as fast as their feet
               can carry them, laughing along the way. From behind the tent
               an ADULT stands up and begins chasing the two youngsters. He
               is wearing a sheet around his shoulders and upper body.

               The man finally catches up to them. He snatches them both up
               into his arms, and lets out a mock growl. The sheet falls
               away and RICHARD PARKER smiles as the two kids kick, scream,
               and laugh loudly in his arms.

               He sets them down slowly, and begins favoring his lower back.

                                   RICHARD
                         Alright, guys. My back's not what
                         it used to be.

               The kids pout a bit. Richard breaks out a bag of marshmallows
               and tosses them to Mary Jane.

               Peter reaches for them, but she moves away.

                                   MARY JANE
                         Gotta catch me first!

               Peter grins, and quickly takes off running in her direction.
               Mary Jane squeals in delight, and runs. Richard watches them
               for a moment, smiling.

                                   MARY (O.S.)
                         You shouldn't scare them like that,
                         babe.

               Richard turns and finds his wife MARY standing on the porch,
               looking down at him. Mary is an attractive woman in her late
               twenties, wearing a loose-fitting t-shirt and jeans.

               Richard smiles and heads for the porch.

                                   RICHARD
                         They'll be fine... Wish I could say
                         the same for the marshmallows.

               As the two tug at the bag, it finally bursts open, sending
               its contents high into the air. Peter and Mary Jane laugh
               gleefully, reaching into the air and trying to catch them
               before they hit the ground.

               Richard steps up onto the porch, and puts his arm around
               Mary. Richard looks out into the yard at the kids and smiles.

                                   RICHARD
                         We Parker men love our Marys. Must
                         be in the genes...

               He kisses her. She smiles and returns the kiss.

                                   MARY
                         They're so cute together.

                                   RICHARD
                         You say that now. Just wait until
                         they're out till three a.m. on prom
                         night.

               Mary laughs at this thought.

                                   MARY
                         That's a long way off...

                                   RICHARD
                         Guess we should enjoy the
                         marshmallows while we still can.

               They both smile, and stand together looking a the two kids
               playing. Peter and Mary Jane laugh in the distance.

                                                               FADE TO:

               EXT. THE PENTAGON - PARKING LOT - MORNING

               A BLACK SUV pulls up, marked by a government seal on each
               door. It comes to a stop in a parking spot marked reserved.
               The doors open and THREE MEN step out. Two are unremarkable
               AGENTS in their thirties.

               The other is an intimidating, broad-shouldered black man. He
               wears black, sports a matching eye patch, and smokes a cigar.

               NICK FURY glances up at the building as we:

               INT. THE PENTAGON - BRIEFING ROOM

               The room is dark. We see a screen, a projector, a table and
               two chairs - one facing us, the other back to us. The door
               opens and Fury enters, minus the cigar. The two agents
               escorting him remain outside.

               The chair turned away from us spins around to reveal GENERAL
               LEE, a hardened man with a head full of gray hair.

                                   GENERAL LEE
                         Major Fury, have a seat.

               Fury glances down at the chair, then back at Lee. Finally, he
               sits. Lee leans in closer across his desk.

                                   GENERAL LEE
                         Never one to salute, were you,
                         Major?

               Fury isn't impressed.

                                   FURY
                         No, sir.

                                   GENERAL LEE
                         Good. It seems you were a good
                         choice after all.

                                   FURY
                         A good choice?

               Lee pulls out a remote control. He presses a button and the
               lights dim. He presses another and the projector activates.
               On the screen, various images begin to flash. We see war,
               silent video of explosions, and soldiers firing weapons. 

               Finally, we focus on a single, frozen image.

               The image is of a blonde haired AMERICAN SOLDIER. He appears
               to be undergoing a medical evaluation of some sort.

                                   GENERAL LEE
                         Do you know this man, Major?

               Fury stares at the image for a moment.

                                   FURY
                         Should I?

                                   GENERAL LEE
                         No, you shouldn't. But, that
                         doesn't answer my question.

                                   FURY
                         I've never seen him before.

                                   GENERAL LEE
                         That's Private Steve Rogers. This
                         photo was taken in 1976. That man
                         examining him - the physician -
                         that's Doctor Eric Stallworth.

               Fury glances over at Lee, who nods.

                                   GENERAL LEE
                         The same Doctor Stallworth who
                         discovered the x-gene, yes. That
                         discovery was made during this
                         evaluation. That man - Steve Rogers
                         - was the first mutant known to the
                         U.S. Government.

                                   FURY
                         What exactly does this have to do
                         with me?

                                   GENERAL LEE
                         What do you know of project:
                         SHIELD?

                                   FURY
                         Anti-Soviet group from the
                         eighties. Folded back in '91.

                                   GENERAL LEE
                         That's right. Until now.

                                   FURY
                         General?

               Lee shuts off the projector, and raises the lights.

                                   GENERAL LEE
                         We're reviving SHIELD. As you know,
                         we've just made news of the x-gene
                         public. We need someone to police
                         related activities.

                                   FURY
                         You want to spy on mutants?

                                   GENERAL LEE
                         No. We have certain other projects
                         that relate to the phenomena that
                         will require oversight.

                                   FURY
                         And you want to recruit me into
                         this... SHIELD?

                                   GENERAL LEE
                         We want you to lead it.

               Fury stares at him for a moment.

                                   FURY
                         Do I have a choice?

                                   GENERAL LEE
                         No.

                                   FURY
                         In that case, I accept.

                                   GENERAL LEE
                         Glad to hear it, Colonel.
                             (off Fury's look)
                         The promotion comes with command.

               Fury takes this in. Lee reaches into his desk and pulls out a
               thick black folder. He passes it across the desk.

                                   GENERAL LEE
                         Speaking of which, here is your
                         primary objective. We've recently
                         handed the project off to a private
                         contractor. The information's all
                         there.

               Fury reads the folder, then looks up at Lee.

                                   FURY
                         Renaissance?

                                   GENERAL LEE
                         The one and only.

               Fury glances down at the folder, then back up at Lee.

                                   GENERAL LEE
                         Welcome to SHIELD, Colonel.

               Off Fury:

                                                              FADE OUT.



                                    END OF TEASER
                                       ACT ONE

                                                               FADE IN:

               EXT. OSCORP INDUSTRIES - HEADQUARTERS

               An establishing shot of OsCorp Industries. The building is
               massive, easily 60 stories, and has a very sleek look about
               it. The sunlight reflects brightly off its glass exterior.

               SUPER: 8 Years Later

               INT. OSCORP - BOARD ROOM

               A spacious, sparsely decorated room. The OsCorp logo is
               displayed throughout the room. Gathered around a table near
               the center of the room are three men in suits.

               Standing near the front of the room is MAC GARGAN, a tall,
               lanky man in his mid-30s. He wears a lab coat, and we get the
               impression that he is a scientist of some sort.

               We join the already in-progress briefing...

                                   GARGAN
                         ... the human genetic structure is
                         just not meant to be altered in
                         this way. It's going to take some
                         time to modify the serum so the
                         reaction isn't quite so severe.

               A slight angle change reveals who he is talking to. NORMAN
               OSBORN sits calmly at the other end of the table. Beside him
               is MAJOR SHERMAN TREST, a stern-faced man wearing a suit, and
               another man standing behind the two, ALISTAIR SMYTHE.

                                   NORMAN
                         How long?

               This question clearly unnerves Gargan, but he answers.

                                   GARGAN
                         At least six months, and frankly,
                         sir... that's being optimistic.

               Silence. A deafening silence.

                                   GARGAN
                         Sir...

                                   NORMAN
                         How long have you been working on
                         this project, Doctor Gargan?

                                   GARGAN
                         Uh... two years.

                                   NORMAN
                         And after two years the best you
                         can give me is "at least six
                         months"?

                                   GARGAN
                         It's a delicate formula, sir. Our
                         specimens have all had violent
                         reactions to every modification
                         we've tried.

               Norman glares at Gargan, who looks away nervously.

                                   NORMAN
                         Which is why I pay your rather
                         generous salary - to fix problems
                         like this so we can move on. I'm
                         sure I don't need to remind you how
                         important Project Renaissance is to
                         the company.

                                   GARGAN
                         No, sir.

                                   NORMAN
                         Then go. You have two weeks.

               Gargan appears ready to respond, but thinks better of it,
               packs up his presentation and leaves.

                                   NORMAN
                             (turns to Smythe)
                         Get rid of him.

               Smythe gives him an odd look.

                                   NORMAN 
                         I want him off the project. Give
                         him agro-research and a long
                         vacation. That should keep him
                         happy.

                                   SMYTHE
                         I'll see to it.

                                   TREST
                         I assume you have someone in mind
                         to replace him.

                                   NORMAN
                         Of course, Major.

                                   TREST
                         I understand you've had some
                         problems, but we're going to have
                         to see some results soon.

                                   NORMAN
                         Yes, I understand, and you will.
                         It's just been a slow process
                         lately. Doctor Gargan assured me...

                                   TREST
                         We don't want assurances, Osborn.
                         We want progress. If you can't give
                         it to us, then we'll find someone
                         else who can.

                                   NORMAN
                         Of course.

               Trest stands and walks toward the door.

                                   TREST
                         Until next time.

                                   NORMAN
                             (nods)
                         Major.

               Trest exits. Norman turns back to Smythe.

                                   NORMAN
                         Promote Doctor Stromm. Tell him to
                         proceed with today's test.

                                   SMYTHE
                         Major Trest made it clear...

                                   NORMAN
                         Yes I know, but we're past all that
                         now. Stromm's the only one who's
                         ever been able to get anywhere with
                         this project. Get in touch with our
                         contact - we're going to need more
                         lab rats.
                             (beat)
                         This could get ugly.

               Off Norman:

                                                               FADE TO:

               EXT. MIDTOWN HIGH - MORNING

               The day is just beginning. Buses are parked nearby, and as
               students step out, we see that they're obviously teenagers.
               Through the dozens of students, our focus falls to one.

               PETER PARKER (16) pulls out a small piece of paper - his
               class schedule - and examines it. Peter is just under six
               feet tall, average build, and has a head of slightly
               disheveled brown hair. Just your average teenager.

               INT. MIDTOWN HIGH - HALLWAY

               Peter walks down the hall, glancing at the numbers on each
               locker he passes. Finally, he finds the one he's looking for.
               He refers to the schedule, and carefully enters the
               combination to the lock.

               The locker door opens, and Peter begins putting a few of his
               notebooks inside - algebra, biology, history - the usual high
               school study material. Peter slams the door shut, and we see
               that he is not alone.

               Standing by the next locker over is MARY JANE WATSON. She's
               older as well, but still has the same flowing red hair as the
               little girl in the tent. She wears a tank top and jeans.

               Peter pales, and is at once uneasy, a fact made evident by
               the blank stare on his face. Mary Jane smiles at him. A
               genuine, friendly smile.

                                   MARY JANE
                         Peter, hey! I didn't see you there.

                                   PETER
                         Mary Jane... hi.

                                   MARY JANE
                         I guess we're locker buddies for
                         the rest of the year, huh?

               Peter blinks, as if he's just realized this.

                                   PETER
                         Yeah... I guess so.

                                   MARY JANE
                         Well... you certainly seem thrilled
                         to be here.

                                   PETER
                         You know... first day.

                                   MARY JANE
                         They can be rough.

                                   PETER
                         Yeah... Rough.

               Mary Jane laughs. Peter doesn't, and she notices. A tense
               silence passes between them before:

                                   MARY JANE
                         You know Peter, my phone number
                         hasn't changed since we were eight.
                         I know you've been through a lot,
                         but, you know... you didn't have to
                         stop speaking to me.

                                   PETER
                         I know. It's just...

                                   MARY JANE
                         Just what, Peter?

               The bell signaling the start of class rings.

               Peter is relieved. Mary Jane sighs.

                                   MARY JANE
                         Well, my door's always open. I miss
                         talking to you, really.

               Another awkward silence.

                                   PETER
                         I... better get to class.

               She shakes her head, and walks off. Peter turns and walks in
               the opposite direction, letting out a sigh of his own.

               INT. TREST'S OFFICE

               There are no windows, only darkness. We can barely make out a
               desk, chair, and a flat panel monitor atop the desk. The
               lights come on, and we see Trest enter.

               He stops mid-stride.

                                   TREST
                         Sir.

               Nick Fury looks up at Trest from behind the desk.

                                   FURY
                         Good morning, Major. I trust your
                         trip went well.

                                   TREST
                         As well as we had expected.

                                   FURY
                         Report.

                                   TREST
                         No progress since the last
                         evaluation. Osborn assures us
                         that...

                                   FURY
                         ... that they're about to test some
                         new modification. That they have
                         high hopes. Nothing we haven't
                         heard before.

                                   TREST
                         Basically, yes. He removed the
                         project lead, says he has someone
                         else in mind.

                                   FURY
                         In other words, he wanted to make a
                         statement in front of you.

                                   TREST
                         Pretty much.

               Fury slides a portfolio across the desk. Trest picks it up.

                                   FURY
                         I don't know who Osborn has in
                         mind, but I think it's time we get
                         our hands dirty here.

                                   TREST
                             (reading the portfolio)
                         Curt Conners?

                                   FURY
                         Contact Osborn. Make a friendly
                         suggestion for the new project
                         lead.

                                   TREST
                         I'll make the call.

                                   FURY
                         We're too close. We can't let
                         Osborn screw this up now.

               Off Fury's hardened expression:

                                                               FADE TO:

               INT. MIDTOWN HIGH - CLASSROOM

               There are no desks. Instead, wooden tables are present for
               the students to sit at - two to a table - and in rather
               uncomfortable looking chairs. With class moments from
               starting, Peter enters and spots an empty table in the back. 

               Peter takes his seat, but just as quickly as he can do so,
               another student sits down beside him. The student is slightly
               taller than Peter, with short dark hair. He wears a black t
               shirt and jeans. 

               This is EDDIE BROCK.

                                   EDDIE
                             (wide grin)
                         Hey. What's up, I'm Eddie.

               Peter is taken off guard by Eddie's forwardness. He just
               looks at him for a moment, unsure of how to respond.

                                   PETER
                         Um... Peter. Peter Parker.

               Peter slowly extends his hand. Eddie smiles and slaps it
               enthusiastically. Peter jumps, startled by the gesture, but
               quickly tries to brush it off.

                                   EDDIE
                         This is biology, right?

                                   PETER
                         I think so... it's supposed to be.

                                   EDDIE
                         Nice.

               Peter turns away from Eddie and looks to the front of the
               room, where more students continue to enter. Among the
               students is an ATTRACTIVE GIRL. Eddie grins deviously as she
               walks past, and doesn't take his eyes off her.

               She notices.

                                   ATTRACTIVE GIRL
                         Ugh! Take a picture!

               Eddie smiles as she passes by and takes a seat on the other
               side of the room.

                                   EDDIE
                         They did not make em' like that at
                         PS-40.
                             (turns to Peter)
                         Want me to get her number for you?

                                   PETER
                             (blank stare)
                         What?

                                   EDDIE
                         She's like a nine, dude.

                                   PETER
                             (hesitates)
                         That's okay... really.

                                   EDDIE
                         You sure?

                                   PETER
                         Yes.

                                   EDDIE
                         Sure, sure?

                                   PETER
                         Yes, yes.

               Eddie grins.

                                   EDDIE
                         Smart ass.

               Peter gives him an odd look. The bell rings, signaling the
               start of class. MISS SAUNDERS, early 30's, thin, and mildly
               attractive enters. The room is full; so full that a half
               dozen or so STUDENTS are standing in the back, without seats.

               Miss Saunders picks up a few notes and addresses the class:

                                   MISS SAUNDERS
                         Good morning, everyone. This is
                         General Biology. Anyone not here
                         for general biology?
                             (no response)
                         Great. Now, before I get started...

               She takes out a sheet of paper with a list of names on it.

                                   MISS SAUNDERS
                         If I call your name, you've been
                         assigned to Mister Warren's biology
                         class down the hall. The course was
                         pretty crowded with all the new
                         arrivals from PS-40, so we had to
                         make some adjustments.

               She reviews the list:

                                   MISS SAUNDERS
                         Sam Anderson, Eddie Brock, Esther
                         Bryan, Jaron Hatch, Joshua Maley,
                         and... Kyle West.

               A few students around the room head toward the door while
               their seats are quickly taken by those already standing.
               Eddie glances over at Peter and sighs.

                                   EDDIE
                         See you, bro.

               He stands and joins the others.

                                   MISS SAUNDERS
                         You all are looking for room two
                         thirty-five. That's Mister Warren.
                         It's just up the hall to the left.

               She hands out a small slip of paper to each student as they
               exit. Eddie is last in line, and as he heads out the door he
               runs right smack into GWEN STACY.

               Gwen is about Eddie's height, with long blonde hair. She
               wears shredded jeans and a black t-shirt with the logo of a
               band screenprinted on the front of it.

                                   GWEN
                         Oh! Jeez, sorry about that!

               Eddie eyes Gwen and grins.

                                   EDDIE
                         Not a problem, brighteyes.

                                   GWEN
                             (rolling her eyes)
                         Keep dreaming, pretty boy.

               The class laughs. Eddie grins, shakes his head and exits.

                                   MISS SAUNDERS
                         And you are?

               Gwen hands her a slip of paper.

                                   GWEN
                         Gwen Stacy. Mister Warren sent me
                         over.

                                   MISS SAUNDERS
                         Great. Take a seat - it shouldn't
                         be hard to pick one at this point.

               Gwen looks and notices there is only one seat left - right
               beside Peter. She approaches the seat with a grin as we:

                                                               FADE TO:

               INT. OSCORP - NORMAN'S OFFICE

               A luxurious office, complete with flat screen plasma TV's,
               expensive furniture, and a granite floor. Norman sits behind
               a desk talking on the phone.

                                   NORMAN
                         Oh really? That's great. I wasn't
                         sure what to make of those pictures
                         you sent your mother.

               Norman listens for a moment.

                                   NORMAN
                             (laughs)
                         Of course! She's got them pinned up
                         all over the house.

               He listens again, and his expression falls flat.

                                   NORMAN
                         I'm sorry, I don't know when.
                         Thanksgiving, maybe. Christmas, but
                         we've got a lot of high-level
                         projects nearing completion, and
                         I...
                             (interrupted)
                         No, Harry, listen to me. That's not
                         what this is about. You know how
                         things are around here this time of
                         year. I'm doing the best I...

               The intercom on Norman's desk activates:

                                   SECRETARY'S VOICE
                         Mister Osborn, Doctor Stromm is
                         requesting you join him in the lab.

               Norman eyes the intercom, and curses silently.

                                   NORMAN
                         Harry, I'm going to have to let you
                         go. I'll call you back to...
                             (interrupted)
                         Harry, please. You know I'm a busy
                         man. Something important's come
                         up...
                             (interrupted once again)
                         Harry, you know I... Harry? Son,
                         are you there?

               Norman ends the call and lets out a long, frustrated sigh.

                                                              FADE OUT.



                                   END OF ACT ONE
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Script created with Final Draft by Final Draft, Inc.