1.02
Script created with Final Draft by Final Draft, Inc.

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               INT. OSCORP - LOBBY

               The familiar lobby, not much different from where we left it
               in the previous episode. The same attractive secretaries, the
               same stern-faced security guards. There is a small crowd of
               visitors, and a few company employees walking about.

               Gargan enters through the main doors, apparently in a big
               rush. He approaches the main information desk, where a young
               female SECRETARY greets him with a smile.

                                   SECRETARY
                         Can I help you?

                                   GARGAN
                         I need to speak with Norman.

                                   SECRETARY
                         Norman?

                                   GARGAN
                         Osborn. Norman Osborn.

               The Secretary just stares at him.

                                   SECRETARY
                         I'm sorry, sir. You can't just walk
                         in here and expect to speak with
                         the CEO.

               Gargan fumbles around in his pockets, and pulls out a small
               security clearance badge. He hands it to her.

                                   GARGAN
                         You don't understand. Gargan... Mac
                         Gargan. R&D specialist.

                                   SECRETARY
                             (scans it)
                         This is expired, sir.

                                   GARGAN
                         Yes, of course it is. I don't... I
                         don't exactly work here anymore. I
                         need to speak with Norman, though.
                         He needs to see this!

                                   SECRETARY
                         I'm afraid that's impossible.
                         Mister Osborn is a very busy man.
                         There's just no way...

                                   GARGAN
                         Please! I just need to see him!
                         Once I show him...

                                   SECRETARY
                         Look, sir, if you'd like I can take
                         a message. Tell him you're looking
                         for him.

               Gargan glares at her. He glances down at his clinched fist,
               but takes a deep breath and relents.

                                   GARGAN
                         No, that's okay. I'll find him
                         myself.

               The Secretary starts to respond, but Gargan turns and walks
               away before she has a chance, his fist still clinched.

               EXT. STREETSIDE - FOREST HILLS - AFTERNOON

               Peter, Eddie, and Gwen walk down the sidewalk, their
               backpacks in tow. Cars pass by, along with a bus or two.

                                   EDDIE
                         I just don't get it. I mean, I'm
                         never gonna' be a brain surgeon.
                         Why do I need pre-calculus to
                         graduate high school? It's bogus,
                         I'm telling you!

                                   GWEN
                         I know what you mean. I could care
                         less about some dead 16th century
                         poet.

               Peter is walking alongside them, but he's clearly lost in his
               own thoughts. Eddie snaps a few fingers in front of his face.

                                   EDDIE
                         You still with us, bro?

               Peter snaps out of it.

                                   PETER
                         What? Yeah, I was just...

                                   GWEN
                         Wouldn't have anything to do with a
                         certain red head, would it?

                                   PETER
                         What is it with you guys and MJ?

                                   GWEN
                         Are you going to call her?

                                   PETER
                         I...

                                   EDDIE
                         Come on, bro. What's the deal? I
                         thought you two were friends.

                                   PETER
                         I'll call her. It's just...
                         complicated.

                                   GWEN
                         We've noticed. Look - Dante's -
                         after school tomorrow. MJ's gonna
                         be there. I'll save you a seat.
                             (glances at Eddie)
                         You can even bring Eddie if you
                         want. He'll have to bring his own
                         chair, though.

                                   EDDIE
                             (grins)
                         Not a problem, I'll just sit in
                         your lap.

                                   GWEN
                         Do you ever stop?

                                   EDDIE
                         Only for old ladies. And squirrels.
                             (shudders)
                         Creepy little bastards.

               Gwen shakes her head.

                                   PETER
                         Yeah, sounds good.

                                   GWEN
                             (smiles)
                         Great, see you tomorrow then.

               They approach a large sign in the road reading Forrest Hills.

                                   EDDIE
                         See you, bro.

                                   PETER
                             (distracted)
                         Yeah, see you.

               Gwen and Eddie continue on their way.

               Peter glances to his left, toward home. He looks straight
               ahead, toward downtown. He ponders for a moment.

               Then walks straight ahead as we:

                                                               FADE TO:

               INT. OSCORP - RESEARCH LAB

               Norman surveys the damage, looking rather pale. Standing
               beside him is Smythe. Cleanup crews and maintenance personnel
               have begun restoring the lab.

                                   NORMAN
                         This has gone too far.

                                   SMYTHE
                         I'd say so.

                                   NORMAN
                         How did he know where to look?
                         Thank God we moved the samples, or
                         we'd really be in over our heads.
                         The last thing we need is that
                         maniac getting his hands on the
                         serum.

                                   SMYTHE
                         About that...

               Norman's head snaps around.

                                   NORMAN
                             (panic)
                         The samples were moved?

                                   SMYTHE
                         Yes, of course.

                                   NORMAN
                             (relaxing)
                         Good.

                                   SMYTHE
                         I was referring to the location of
                         the lab. There are only two people
                         other than you and I who know both
                         it's true nature and location.

                                   NORMAN
                         Gargan and Stromm.

                                   SMYTHE
                             (nods)
                         It seems one of them has found
                         employment elsewhere.

               Norman scoffs.

                                   NORMAN
                         Until they turn up in a ditch
                         somewhere.

                                   SMYTHE
                         No matter, they didn't get what
                         they were after. All the samples
                         have been moved, and all the
                         research with it. If you ask me,
                         we've really dodged a bullet here.

                                   NORMAN
                         Maybe this time, but a sharpshooter
                         like Fisk doesn't miss twice. This
                         is only the beginning.

               Off Norman's troubled stare:

               EXT. QUEENS - ALLEYWAY

               Peter enters the alleyway from the sidewalk, carefully
               looking around to make sure he's alone. Satisfied, he
               proceeds farther down the alley, stopping at the end.

               He stands there for a moment, unsure of what to do.

                                   PETER
                         What am I doing?

               Peter drops his bag, and glances down at the ground at a lone
               brick surrounded by a bit of trash. He ponders this for a
               moment, then slowly reaches down and picks up the brick.

                                   PETER
                         Okay... now what?

               Peter squeezes the brick hard, the strain obvious on his
               face. After a moment, the brick begins to crumble.

               Peter is stunned.

               He slowly releases his grasp, allowing the pieces to fall to
               the ground. To his obvious surprise however, only a few of
               the pieces actually hit the ground.

               Most of them are stuck to his hand!

                                   PETER
                         Whoa.

               Peter shakes his hand, trying to rid himself of the pieces,
               but only a few more fall to the ground. Still baffled, he
               begins picking the pieces off one by one with his other hand. 

               He rubs his hand against his shirt in an attempt to wipe off
               the dust, but when he pulls away, his shirt comes with it,
               producing a small tear along the front of it.

                                   PETER
                         You have got to be kidding me.

               Peter glances down at his shirt in mild annoyance, but lets
               it pass. Clearly, he is preoccupied.

               He looks down at his hands, and once again notices the bite
               mark. He examines it for a moment before realization dawns.

               He glances up at a nearby wall, nervous and confused.

               He slowly approaches it, and reaches his hand out, touching
               it lightly. He pulls it back, and examines it for a moment.
               He then takes a deep breath and touches the wall again.

               With both hands, Peter applies more pressure this time, and
               they stick. He hesitates a bit, but finally takes a deep
               breath and begins to climb.

               Slowly at first, but eventually he brings his feet up and
               they stick as well.

               Peter looks down in confusion, flicking and feeling of his
               shoes. He removes one of them from the wall, and examines the
               sole of it, as confused as ever.

               He ponders this for a moment before shrugging it off.

                                   PETER
                         Weird.

               Peter looks around as he continues to climb slowly.

               He reaches the top of the wall, nearly to the roof and stops,
               looking down in amazement. He cautiously removes his hands,
               and stares down at them once again.

               Peter climbs over the wall, onto:

               EXT. ROOFTOP - CONTINUOUS

               He glances around at the view from the rooftop and grins. He
               looks back down into the alley, still stunned.

               Then smiles faintly.

                                                               FADE TO:

               EXT. FOREST HILLS - SIDEWALK - DUSK - LATER

               Peter walks briskly down the sidewalk, picking up his pace to
               a run as he approaches his house.

               Something catches his eye ahead though, and the grin quickly
               fades. Peter stops dead in his tracks.

               Parked outside his house are TWO POLICE CARS.

               Peter takes off running toward the house.

               INT. PARKER HOME - LIVING ROOM - CONTINUOUS

               Peter rushes in through the door, and once again stops dead
               in his tracks. Sitting on the couch is May, alongside three
               OFFICERS, among them WILLIAM ROBERTSON, who consoles her.

               May meets Peter's gaze, and we see tears in her eyes.

               Peter is pale, and tears are building in his eyes as well.
               William gets up from beside May, approaches Peter, and places
               a comforting hand on his shoulder.

                                   WILLIAM
                         Peter, I'm sorry.

               Peter stares at him, not fully grasping what it is he's being
               told. He looks once again at May, who is now openly weeping.

                                   PETER
                         Uncle Ben...

               Tears begin pouring down his face.

                                                              FADE OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               EXT. PARKER HOME - PORCH - LATE NIGHT

               The porch light has been turned off, and Peter sits alone on
               the steps, his chin resting on his knees. He has a blank
               expression on his face, and doesn't even notice Mary Jane
               approaching from the sidewalk.

               She notices Peter as she nears, and stops a few feet from the
               porch. She stands there, unsure of what to say.

                                   MARY JANE
                         I didn't know if you'd still be up.

               Peter looks up slowly, but his expression doesn't change.

                                   PETER
                         Couldn't sleep.

               Mary Jane walks slowly over to him. She places her hand on
               his shoulder, and sits down beside him.

                                   MARY JANE
                         I don't know what to say. I'm so
                         sorry, Peter. I wish there was
                         something I could do.

               Peter looks over at her, still in a daze. He doesn't speak.

                                   MARY JANE
                         Peter...

                                   PETER
                         I know you're trying to help, but
                         I'm probably not very good company
                         right now.

               Mary Jane nods understandingly.

                                   MARY JANE
                         It's okay. I just came to... I
                         don't know why I came, actually.

               She stands.

                                   PETER
                         You don't have to go.

               She stops, and sits back down. A long, tense few moments of
               silence pass between the two. Neither knowing what to say.

                                   PETER
                         He was just getting off work. The
                         guy didn't even give him a chance.
                         He took his wallet after...

               Peter can't finish his sentence. He closes his eyes tightly,
               trying to hide the tears that are beginning to form.

                                   MARY JANE
                         It's okay, Peter. We don't have to
                         talk about it if you don't want to.

               Peter turns back to face her, and we see that tears have
               indeed formed in his eyes.

                                   PETER
                         We were supposed to go camping,
                         after it cooled off some. He said
                         he was worried about me, that we
                         needed to spend some time together.

               Mary Jane gently wipes away a tear from his cheek.

                                   PETER
                         I know he'd never say it, but I let
                         him down. I know I did. It's just
                         not fair... he tried so hard.

                                   MARY JANE
                         Peter, you've been through so much,
                         I know he understood that. He just
                         wanted you to be happy.

                                   PETER
                         I know that now. I think I always
                         did, I just never cared. All I
                         wanted was for him to leave me
                         alone...
                             (beat, tears return)
                         Now it's too late.

               Peter takes a deep breath as more tears roll down his face.
               He looks down at the ground, away from Mary Jane, who appears
               to be fighting back tears herself.

                                   PETER
                         I feel like I'm being punished.
                         First my... parents, now Uncle Ben.
                         It's like no matter what happens,
                         I'm supposed to suffer.

               Mary Jane puts her arm around him. He begins to pull away,
               but stops. She hugs him around the neck. Peter fights them at
               first, but after a moment, the tears begin to flow freely.

                                   MARY JANE
                         We'll get through this, Peter.
                         We'll get through it, I promise.

               Peter cries openly. He lies his head on Mary Jane's shoulder,
               and continues to sob as a single tear flows down her cheek.

               EXT. OSBORN RESIDENCE - NIGHT

               In stark contrast to the modest homes of Queens, the Osborn
               mansion towers before us. A large fence surrounds the house,
               which is three stories tall, with a smaller fourth level
               sitting atop the home. Several luxury cars are parked nearby.

               ANGLE ON THE FENCE

               As a PAIR OF HANDS grabs the entrance gate.

               And RIPS it from its hinges!

               INT. OSBORN RESIDENCE - FAMILY ROOM

               The lights are off, and the room is empty. A large
               grandfather clock tells us it's roughly 2:30 am. From a
               nearby room we hear a loud CRACKING SOUND.

               Suddenly, a large WOODEN DOOR flies into view, crashing into
               the grandfather clock, splintering it into pieces.

               Gargan steps into view, observing his surroundings. He finds
               no one, then turns around toward the stairs.

               Standing there in shock is KIM OSBORN.

                                   KIM
                         Who... who are you?

               In a split second, Gargan is standing in front of her and has
               her by the throat, pressed against the wall.

                                   GARGAN
                         Where's Norman?

                                   KIM
                             (choking)
                         He's... not here.

                                   GARGAN
                         You're lying!

               Gargan tightens his grip, and Kim violently tries to escape,
               but in vain. From behind, the sound of footsteps draws
               Gargan's attention. He turns quickly and is greeted by the
               sight of three SECURITY GUARDS, guns drawn and aimed at him.

                                   LEAD SECURITY GUARD
                         Step away! Hands on your head!

               Gargan steps away, but slowly, almost casually.

                                   LEAD SECURITY GUARD
                         Stay where you are!

               Gargan doesn't waste any time.

               He moves quickly, grabbing the lead Guard and hurling him
               across the room, where he crashes hard into the wall.

               The other two guards fire a few shots, but Gargan is gone.

               REVERSE ANGLE to reveal Gargan standing behind them.

               He makes quick work of the Guards, grabbing their guns, and
               tossing the men aside as easily as the lead.

               He glances over at Kim, who is cowering in fear.

               He walks past her, and is nearly out the broken door frame
               when he notices something. Lying on the floor with so many
               other forms of debris is a magazine. Fortune magazine.

               On the cover is a picture of OsCorp Headquarters.

               Gargan tears the magazine in half, tossing it to the floor.
               He exits, leaving a trail of destruction in his wake.

               Off the torn magazine cover:

                                                               FADE TO:

               INT. PARKER HOME - LIVING ROOM

               The door opens, and Peter enters from the porch. From the
               redness in his eyes, it's obvious his conversation with Mary
               Jane was mere moments ago.

               On the couch, May is curled up clutching a blanket in her
               arms. Though she is dead still, her eyes are open and she is
               wide awake.

               Peter slowly takes a seat beside her. He stares off into
               space for a moment, not knowing where to even begin.

                                   MAY
                         Is Mary still here?

                                   PETER
                         She went home.

               A long, tense silence.

                                   PETER
                         Are you okay?

                                   MAY
                         I... don't know. I will be... don't
                         worry about me.

               She sits up, and grabs Peter's hand.

                                   MAY
                         Ben wouldn't want us to sit around
                         moping. Life goes on.

                                   PETER
                         Maybe it does, but not tonight.

               May doesn't respond. She begins to cry, and pulls Peter in
               close to her. Peter begins to tear up again himself. 

               They hug, and remain this way as we:

                                                               FADE TO:

               BLACKNESS

                                                               FADE IN:

               INT. PARKER HOME - LIVING ROOM - MORNING

               Rays of sunlight now shine in through the windows. May is
               once again curled up on the couch, but now asleep. We hear
               the faint sound of an alarm clock going off.

               May stirs a bit, and finally wakes. She sits up, but doesn't
               make a move to do anything. She stares out the window at
               nothing in particular. Lost in thought, she doesn't move.

               The alarm clock continues buzzing, taking us to:

               INT. PARKER HOME - PETER'S ROOM - CONTINUOUS

               The source of the sound. Peter reaches over and cuts it off.

               He lies in bed, still in the same clothes from the night
               before. His eyes are wide open, and he clearly hasn't slept.

               INT. PARKER HOME - LIVING ROOM - MOMENTS LATER

               Peter makes his way down the stairs. May hears him coming,
               and quickly wipes away her tears. Peter notices her, and they
               share an awkward, knowing look.

                                   PETER
                         Did you sleep?

                                   MAY
                         A bit. You?

                                   PETER
                         No.

               May nods somberly.

                                   MAY
                         You don't have to go to school if
                         you don't feel up to it.

               Peter nods.

                                   PETER
                         Okay.

                                   MAY
                         If you need to talk...

                                   PETER
                         I will. I Just... need time.

                                   MAY
                         I'm always here.

               May stands and brushes Peter's hair from in front of his
               eyes. She hugs him, closing her eyes tightly.

                                   MAY
                         I love you, Peter.

                                   PETER
                         I love you too.

               As they pull away, we see the tears are beginning to return
               for May. She quickly wipes them away.

                                   MAY
                         I better get dressed.

                                   PETER
                         Dressed?

                                   MAY
                         I have to go to OsCorp. Your
                         uncle's life insurance policy.

                                   PETER
                         Isn't that a little...

                                   MAY
                         Soon? The world doesn't stop for
                         one family, honey. It just doesn't
                         work that way.

                                   PETER
                         You want me to come? You shouldn't
                         have to do that by yourself.

                                   MAY
                         That's okay, sweetie, Will's
                         driving me. I'll be fine. You need
                         to try and get some sleep.

                                   PETER 
                         Aunt May...

                                   MAY
                         Go on. Don't worry about me.

               Peter looks unsure, but nods and heads back upstairs. May
               watches, fighting back more tears.

               INT. MIDTOWN HIGH - HALLWAYS

               Hundreds of students crowd the hallway, moving from class to
               class. Those that care, anyway. Mary Jane stands in front of
               her locker, exchanging a few books.

               Gwen approaches, a somber expression on her face.

                                   GWEN
                         Hey.

                                   MARY JANE
                         Hey.

                                   GWEN
                         I heard what happened. Have you
                         seen him since...

                                   MARY JANE 
                         We talked last night. Probably best
                         to give him some space.

                                   GWEN
                         Yeah, poor guy.

               From down the hall, Eddie approaches.

               He smiles, completely unaware of the situation.

                                   EDDIE
                         Morning, ladies! Dressed to
                         impress, I see.

               Gwen shakes her head somberly.

                                   GWEN
                         Eddie...

                                   EDDIE
                             (confused)
                         What's going on?
                             (realizes)
                         Where's Pete?

                                   MARY JANE
                         He's not here.
                             (beat)
                         His Uncle... died last night.

               Eddie's eyes widen as he realizes the truth.

                                   EDDIE
                         Are you serious? Oh man... what
                         happened?

                                   MARY JANE
                         He was...
                             (beat)
                         He was... murdered.

                                   EDDIE
                         Oh man. Oh my God. Is Pete okay?

                                   MARY JANE
                         He's taking it pretty hard.

                                   EDDIE
                         I'm... sorry. I didn't know.

                                   GWEN
                         I feel so bad for him. He's already
                         been through so much with his
                         parents and everything.

                                   MARY JANE
                         Oh... so, he told you?

                                   GWEN
                         Yeah, we talked the other day...
                         long story. The poor thing.

                                   MARY JANE
                         It was rough. He hasn't been the
                         same since they died.

                                   EDDIE
                         What do you mean?

                                   MARY JANE
                         He just... changed. It's been nice
                         seeing him act like his old self
                         lately.

                                   EDDIE
                         We should do something. Go talk to
                         him or call him, or...

                                   GWEN
                         Give it time, Eddie. Trust me, the
                         last thing he needs right now is us
                         beating down his door. He'll come
                         to us when he's ready.

                                   MARY JANE
                             (not convinced)
                         I hope you're right.

               Off Mary Jane's uncertain expression:

               INT. OSCORP - LOBBY

               The familiar lobby, with a small crowd gathered.

               May sits in a waiting area a few feet from the main desk.
               Beside her is William Robertson, wearing civilian clothing.

                                   WILLIAM
                         You don't have to do this, you
                         know. It can wait until after...

                                   MAY
                         I need to. I don't want this to
                         drag on forever for Peter. It
                         happened with his parents... he
                         doesn't need that again.

                                   WILLIAM
                         Maybe not, but the investigation
                         could. That's something you should
                         be prepared for.

                                   MAY
                         Just keep Peter out of it. I'll
                         help any way I can, but he doesn't
                         need that.

                                   WILLIAM
                         Right. How's he doing?

                                   MAY
                         He's been quiet. I tried to talk to
                         him, but...

                                   WILLIAM
                         Give him some time. He'll come
                         around.

                                   MAY
                         I hope so.

                                   WILLIAM
                         And you?

                                   MAY
                         I'll be fine.

                                   WILLIAM
                         Just like that?

                                   MAY
                         I don't have a choice, Will.

                                   WILLIAM
                         That doesn't mean you have to
                         pretend everything's fine. You have
                         the right to grieve.

               May doesn't respond.

                                   WILLIAM
                         Ben Parker was a good man. The
                         finest man I ever served with.
                         He'll...

               William is interrupted when two SECURITY GUARDS come crashing
               through the main entrance doors!

               Everyone reacts as Gargan walks in behind them, dragging
               another guard behind him in one hand, and carrying a gun in
               the other! He is not in a good mood.

               He crushes the gun in his hand, then tosses it aside. He
               walks over to a nearby ATM machine, grabbing it and ripping
               it from the wall. Sparks fly as Gargan lifts the machine...

               And THROWS IT ACROSS THE ROOM where it CRASHES into the wall!

               The room goes silent as everyone stares in awe at Gargan, and
               his strength. He leaps up onto the main desk and speaks:

                                   GARGAN
                         Don't bother trying to escape!
                         Nobody leaves until I see Osborn!

               William quietly reaches for his gun, but glances over at May,
               who has taken cover with several others under a nearby table.
               He thinks better of it, and lets out a frustrated sigh.

                                   GARGAN
                         Everyone against the wall! I don't
                         want this to get ugly, but believe
                         me when I say it can and will if I
                         don't get what I'm after!

                                   WILLIAM
                         What do you want?

               Gargan's head snaps around toward William.

                                   WILLIAM
                         William Robertson, NYPD. Nobody
                         else needs to get hurt here, just
                         tell me what it is you're after and
                         we'll figure this out.

               Gargan jumps down off of the desk, and comes face-to-face
               with William, who while nervous, puts on a brave face.

                                   GARGAN
                         Osborn.

               Off a concerned William:

                                                              FADE OUT.



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