1.03
Script created with Final Draft by Final Draft, Inc.

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                                       TEASER

                                                               FADE IN:

               EXT. CEMETERY - DUSK

               A solitary figure stands before a tombstone adorned with
               flowers and wreaths. The wind picks up, and as he turns away
               from it we see that it's PETER PARKER.

               He turns back to the tombstone, which reads:
                                        Ben Parker
                                       1957 - 2007
                              Beloved Husband, Uncle, Father

               Peter glances up toward the sky, then back down.

                                   PETER
                         So, you'd be happy to know I am
                         talking to Mary Jane again.

               Peter appears uneasy, glancing around the cemetery.

                                   PETER
                         Things aren't supposed to happen
                         like this. Bad things to good
                         people. And I'm trying, Uncle Ben,
                         I wish you were here to help me, to
                         tell me what I'm supposed to do.

               He looks down at his at his hands, and we see that the bite
               mark has all but disappeared.

                                   PETER
                         And now this. I don't even know how
                         to explain it, but I'm different
                         now, and I know you'd say there's
                         nothing I could have done, but I
                         feel like I could have helped you.
                         That I could have stopped it.
                             (beat)
                         I'm trying to help people. I've
                         gone out a few nights, saved a
                         woman from being raped, a man from
                         being mugged. I'm trying.

               Tears begin to well in his eyes.

                                   PETER
                         I just wish it didn't take this to
                         wake me up.

               Peter sits down to his haunches.

                                   PETER
                         I'm losing everyone that I care
                         about, and I don't know why. Aunt
                         May says God has a plan... how does
                         a sixteen year-old losing two
                         fathers fit into his 'plan?'
                             (beat)
                         I know you wouldn't want me beating
                         myself up over this, but I know I
                         messed up. These last few years...
                         you tried so hard to help me, and I
                         just ignored you.

               Peter stands and wipes the tears from his eyes.

                                   PETER
                         I won't let you down again.

               Peter turns slowly and walks away, the silhouette of the city
               in front of him.

                                                               FADE TO:

               ECU of A large monitor, on which we see the fight between MAC
               GARGAN and a disguised Peter from the previous episode.

               Peter is landing punches as the tape rapidly moves forward.
               It stops as Gargan gets up and approaches Peter.

               PAN OUT and we find ourselves in:

               INT. SHIELD HQ - BRIEFING ROOM

               NICK FURY sits facing the screen. The room is dim, yet we see
               several AGENTS sitting along the sides of a rectangular
               table, along with MAJOR TREST.

               Fury begins the recording again, and watches as Gargan
               approaches. Suddenly, he stops and falls to the ground, dead.

               Fury rewinds it, and starts again.

               CLOSE ON Fury's face. He seems to be very calm and collected,
               yet with a hint of anger. He watches Gargan fall once again.
               He repeats it again. Twice more.

               Fury stops it finally on Peter, and stares for a moment.

                                   FURY
                         Who the hell are you?

               Fury is silent as he presses play again, and Peter quickly
               jumps out of frame. He rewinds, then freezes it again.

                                   FURY
                         Who the hell are you?

               Fury turns and faces the others. He rests his elbows on the
               table, and steeples his hands, looking directly ahead.

                                   FURY
                         Options?

                                   AGENT 1
                         We've been able to procure Gargan's
                         body. We should be able to
                         determine what caused his...
                         mutation soon.

                                   FURY
                         And the other?

                                   AGENT 2
                         There's no trace of him. Several
                         witnesses in the crowd reported
                         seeing him climb up the side of the
                         building. Then he disappeared.

                                   FURY
                         Climbed the building?

               Fury glares at him, making the AGENT looks down nervously.

                                   AGENT #1
                         Sir, an investigation into...

                                   FURY 
                             (angry)
                         I want to know who he is now!
                         Washington wants to know who he is
                         yesterday! We don't have time for
                         an investigation!

               Fury calms himself, looking around the table.

                                   FURY
                         He already has a week on us.

               The Agents nod, while Trest remains still.

                                   AGENT 2
                         Sir, it's possible he worked for
                         Osborn as well.

                                   TREST
                         Then why shoot Gargan?

                                   AGENT 2
                         Failsafe?

               Fury doesn't acknowledge either of them.

                                   TREST
                         Too sloppy. This was an unknown.
                         Gargan seemed to think he was
                         Osborn's man, but I don't think so.

                                   AGENT 1
                         If...

                                   FURY
                         Dismissed. The Major and I need to
                         have a discussion.

               The Agents nod and stand. They salute Fury, then exit.

                                   FURY
                         Say it.

                                   TREST
                         I think it's time Osborn found out
                         who's in charge.

                                   FURY
                         My thoughts exactly. Have a chopper
                         prepped and ready in fifteen.

                                   TREST
                         Should I tell him you're coming?

               Fury stands and puts his coat on.

                                   FURY
                             (faint smile)
                         Of course not.

               Trest nods, salutes then leaves the room. Fury turns back to
               the screen and pulls out a cigar. He lights it, then looks
               back at the image of Peter on the screen.

                                   FURY
                         You're mine.

               Fury puts the cigar back in his mouth as we:

                                                              FADE OUT.



                                    END OF TEASER
                                       ACT ONE

                                                               FADE IN:

               INT. PARKER HOME - PETER'S ROOM - MORNING

               Peter lies in his bed, fast asleep as the sun pours into his
               messy room. His alarm clock begins to buzz. He slowly wakes,
               and slaps the clock, ending the buzzing.

               INT. PARKER HOME - BATHROOM - MORNING

               Peter steps out of the shower with the towel wrapped around
               his waist. He stops in front of the mirror, looking at
               himself, and his new and improved physique.

               That, and several large bruises along his chest and arms from
               the previous episode's fight.

                                   PETER
                         Lots of change, Uncle Ben.

               INT. PARKER HOME - LIVING ROOM - MOMENTS LATER

               Peter is now fully dressed as he comes down the stairs with
               his backpack. He looks around for:

                                   PETER
                         Aunt May?

                                   MAY (O.S.)
                         I'm in the kitchen, Peter!

               Peter walks into the kitchen.

               INT. PARKER HOME - KITCHEN - CONTINUOUS

               Peter walks in to find May completely dressed and ready for
               the day. She is sitting at the table reading the paper.

                                   PETER
                         Morning.

                                   MAY
                             (smiles)
                         Morning, dear.

               She kisses his cheek as Peter sits down opposite her.

                                   PETER
                         What's that smell?

               May drops the paper.

                                   MAY
                         Oh... 
                             (getting up)
                         I almost forgot, I was making
                         cinnamon rolls.

               She walks to the oven and pulls them out. She grabs two
               plates, and retrieves a gallon of milk from the fridge, then
               returns to the table.

                                   PETER
                         You're up early.

                                   MAY
                         Couldn't sleep.

                                   PETER
                         Again?

                                   MAY
                         It's fine, Peter. I'm just a little
                         restless.

               She sets a plate and glass in front of Peter, who is now
               looking at a large pile of papers in front of her.

                                   PETER
                         What's all this?

                                   MAY
                         Paper work for your Uncle's
                         pension, insurance.
                             (sighs)
                         So much paper work.

               Peter shoves a roll into his mouth.

                                   PETER
                         Need some help?

                                   MAY
                         I'm fine. OsCorp's been pretty
                         helpful in paying for a lot of
                         things. Mr. Osborn seems like a
                         very nice man, he even sent a card
                         expressing his condolences.

               Peter rolls his eyes, finishes a roll, and licks his fingers.

                                   PETER
                         I doubt he wrote it.

                                   MAY
                         It's the thought that counts. I'm
                         sure he's a very busy man.

               Peter quickly finishes his milk.

                                   MAY
                         You know, Peter, your Uncle kept a
                         journal...

                                   PETER
                         I never thought of him as the
                         writing type.

                                   MAY
                         Oh, your Uncle used to be quite the
                         writer. I think you should take a
                         look at it. Might find something
                         there that will help you deal with
                         everything.

               Peter looks up at the clock, stands up.

                                   PETER
                         I'll check it out when I get home,
                         I gotta go.

               Peter throws his backpack over his shoulder. May stands, and
               hugs him tightly.

                                   MAY
                         I love you, Peter.

                                   PETER
                         I love you too.

               She doesn't release.

                                   PETER
                         Aunt May, I'm going to be late.

               May releases.

                                   MAY
                         Sorry. Go on.

               Peter smiles and kisses her on the cheek, then bolts out the
               door. May stands around for a second, then sits back down in
               the chair, letting out a restless sigh.

               EXT. OSCORP - NORMAN'S OFFICE - MORNING

               Norman sits alone looking over some papers. He sighs loudly
               and looks as he looks up at the clock. He shakes his head,
               running his hands through his hair.

               He looks like he hasn't slept in days.

               He opens a desk drawer and pulls out a bottle of pills,
               taking a handful with a quick swallow of water.

               He stands, walks over to a mirror and checks himself, fixing
               his tie, and straightening his hair. He exits.

               INT. OSCORP - WAITING AREA - CONTINUOUS

               On the other side, Norman is greeted by Nick Fury.

               Fury is standing over his secretary, JEAN, a stogie in his
               mouth, and a long black coat falling from his shoulders.

               Norman stops dead in his tracks.

                                   NORMAN
                         Can I help you?

               Fury stands up straight, and looks him over for a second. He
               pulls the cigar out, letting out a stream of smoke.

                                   NORMAN
                         Who are you?

                                   FURY
                         In your office.

                                   NORMAN
                         I'm late for a meeting.

               Norman tries to walk past, but Fury grabs him by the tie,
               choking him. Norman sputters a bit as Fury drags him into...

               INT. NORMAN'S OFFICE - CONTINUOUS

               Norman staggers through the doors.

                                   NORMAN 
                             (choking)
                         Call security! Damnit, Jean!

                                   FURY
                         Don't do that, Jean. Norman and I
                         need to have a little chat.

               Fury turns, and begins to close the doors.

                                   FURY
                             (smiles at Jean)
                         Hold his calls, please.

               Fury closes them. He turns back to Norman, who is leaning
               against a chair, trying to regain his breath.

                                   NORMAN
                         Who the hell do you think you are?

                                   FURY
                         I'm the man running this show now.
                         I'm your baby sitter.

                                   NORMAN
                         What...

                                   FURY
                         And I hate baby sitting.

                                   NORMAN
                         What are you talking about?

               Norman moves around his desk, takes a seat and reaches into a
               drawer. Fury quickly produces a gun.

                                   FURY
                         Keep your hands where I can see
                         them.

               Norman produces another bottle of pills.

                                   NORMAN
                         Headaches.

               Fury holsters his gun, and takes a seat opposite Norman.

                                   FURY
                         My name is Nick Fury. You will
                         refer to me as Colonel and nothing
                         else. I'm running this circus of
                         yours.

                                   NORMAN
                         You replaced Trest?

                                   FURY
                         Major Test works for me. Your
                         relationship with him will remain
                         what it's always been.
                         You will deal with him, and only
                         him about all matters concerning
                         Renaissance... unless I feel I need
                         to become involved.
                             (beat)
                         Like I am now.

                                   NORMAN
                         Now let me explain...

               Fury leans forward. He speaks very clearly.

                                   FURY
                         If I ever see a screw up again like
                         the one last week, I will
                         personally come down here and make
                         things very unpleasant for you.

                                   NORMAN
                         That was the first accident in
                         eight years!

                                   FURY
                         And it will be the last.

               Norman looks down for a moment, almost as if he's afraid of
               Fury. He looks back up finally, a smug look on his face.

                                   FURY
                         Am I understood?

               Norman tries to eye Fury, but relents.

                                   NORMAN
                         Yes.

                                   FURY
                         Good.

               Fury stands and straightens his coat.

                                   FURY
                         I think we're going to have a very
                         healthy working relationship. You
                         keep Conners on a need to know
                         basis, and don't allow any more...
                         accidents, and you'll find I'm
                         actually a very pleasant person.

                                   NORMAN
                         You should know... we never found
                         Gargan's body.

                                   FURY
                         Don't concern yourself with that.
                         What you need to concentrate on is
                         a report on just what the hell
                         happened downstairs. Why he did
                         it... how he was able to.

                                   NORMAN
                         That's going to be difficult
                         without his body to examine.

                                   FURY
                         You'll manage. Apparently, this
                         project is farther along than
                         either of us realized. I want to
                         know details.

               Norman remains silent.

                                   FURY
                         I don't want to be back here.

               Fury turns and exits, slamming the doors behind him. Norman
               leans his head back and lets out a heavy sigh.

                                                               FADE TO:

               EXT. QUEENS - STREET - MORNING

               Peter is walking down the street alone. He's lost in thought,
               and doesn't notice a RED JEEP CHEROKEE approaching.

               Suddenly the HORN BLOWS.

               Peter JUMPS. He turns and finds a laughing ROBBIE in the
               driver's seat. Peter smiles as he walks around to the
               passenger's side.

                                   ROBBIE
                         I couldn't help it man.

                                   PETER
                         I may be sixteen, but that doesn't
                         mean I'm immune to a heart attack.

                                   ROBBIE
                         Hop in. I'll give you a ride. 

               Peter looks up the street.

                                   PETER
                         It's not far, I can walk. Don't you
                         have class?

                                   ROBBIE
                         Peter, I don't have class until
                         eleven thirty. I'm not out here for
                         my health.

                                   PETER
                         Thanks.

               He opens the door and gets in. Robbie floors it, and with the
               sound of squealing rubber, they take off.

               INT. ROBBIE'S JEEP - MOVING - MOMENTS LATER

               Robbie is driving through traffic. Peter is quiet, once again
               lost in thought. Robbie notices.

                                   ROBBIE
                         You're awfully quiet today. How you
                         holding up?

                                   PETER
                         Ok, I guess.
                             (changing the subject)
                         Did you ever go see Coach
                         Mansfield?

               Robbie realizes what Peter's up to, but lets it pass.

                                   ROBBIE
                         Yeah, turns out he wants me to
                         coach the defense. Can you believe
                         that? All this time I thought I was
                         done with football.

                                   PETER
                         What about school - your
                         internship?

                                   ROBBIE 
                         I'm gonna give both a shot, I
                         guess. Tell you what though, I just
                         started and I'm already exhausted.

               Peter isn't listening. He stares out the window blankly.

                                   ROBBIE
                         Peter, what is it?

               Peter looks back at him.

                                   PETER
                         What? Oh, nothing.

                                   ROBBIE
                             (not buying it)
                         Come on, I think I know you better
                         than that.

               Peter looks at Robbie, considering his next move.

                                   PETER 
                         Remember the other day, when I said
                         there was something else?

                                   ROBBIE
                         Yeah, what's up man?

                                   PETER
                         What if I told you there was
                         something... different about me?

                                   ROBBIE
                         Different?

               Peter nods.

                                   PETER
                         Different.

               Off Robbie's baffled expression:

                                                              FADE OUT.



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:

               INT. WATSON HOME - MARY JANE'S ROOM - MORNING

               MARY JANE is rushing around her cluttered room, gathering her
               belongings. She grabs a small tin off of her dresser, reaches
               in and frowns, pulling out a hand full of change.

                                   MARY JANE
                         Broke already.
                             (yells)
                         Mom, Dad!

               Mary Jane bolts out of her room.

               INT. WATSON HOME - HALLWAY

               Mary Jane hurries down the hall, but stops short of entering
               the kitchen when she hears her parents voices - and their
               topic of conversation.

                                   CRAIG (O.S.)
                             (quietly)
                         We can't afford that! It's bad
                         enough we're so far behind on the
                         mortgage we have!

               Mary Jane sighs - she's heard this before.

                                   KATHERINE (O.S.)
                         We don't have any other options,
                         Craig. There's just not enough to
                         go around. It's this or
                         foreclosure.

               Mary Jane's head snaps up - this she hasn't heard before.

                                   CRAIG (O.S.)
                         I know, I know.

                                   KATHERINE (O.S.)
                         How long can we keep this up? We're
                         going under, Craig. We can't keep
                         on going like this.

                                                                CUT TO:

               INT. KITCHEN - CONTINUOUS

               CRAIG AND KATHERINE continue their discussion/argument.

                                   CRAIG
                         Don't you think I know that? I'm
                         doing everything I can.

                                   KATHERINE
                         Did you ever call S&R back?

                                   CRAIG
                         We've been through this, I'm not
                         going to represent a company that's
                         responsible for hundreds of people
                         losing their homes.

                                   KATHERINE
                         Well pretty soon we'll be the ones
                         losing our home. I hope you've
                         thought about that!

               Katherine gets up, and storms out. Along the way she runs
               into Mary Jane, who doesn't give away what she's heard.

                                   KATHERINE
                             (fakes a smile)
                         Morning, honey.

               Mary Jane puts on an equally fake smile.

                                   MARY JANE
                         Morning.
                             (to Craig)
                         Morning, dad.

                                   CRAIG
                         Morning, sweetheart. Got time for
                         breakfast?

               Mary Jane shakes her head.

                                   MARY JANE
                         Nope. I'm already late.

               She doesn't wait for a response, and quickly exits.

               EXT. QUEENS - STREET SIDE - MORNING

               GWEN walks alone, wearing a pair of headphones.

               UNKNOWN P.O.V.

               Watching Gwen walk from behind.

               BACK TO SCENE

               A HAND grabs her shoulder from behind. She spins around with
               her fist raised, but stops when she realizes it's:

               An out of breath EDDIE.

                                   GWEN
                             (removing headphones)
                         Jesus, Eddie, I almost clocked you!

                                   EDDIE
                         I noticed.

               Eddie bends over, bracing himself against a nearby tree,
               trying to catch his breath.

                                   GWEN
                         What are you doing?

                                   EDDIE
                         Taking the long way to school. I've
                         been screaming your name for the
                         past five minutes. What are you
                         listening to?

                                   GWEN
                         Five Iron Frenzy.

               Eddie stares blankly.

                                   EDDIE
                         Five Iron... that sounds like a
                         murder rap.

                                   GWEN
                         I'll let you hear it sometime.
                         Might surprise you.

               Eddie stands upright.

                                   EDDIE
                         So... can I walk you to school?
                         Pretty girl like you shouldn't be
                         out here alone.

               They start walking again.

                                   GWEN
                         You're awfully sweet today.

                                   EDDIE
                         Must be the Frosted Flakes.

                                   GWEN
                             (laughs)
                         Nice, Eddie. You gonna offer to
                         carry my books too?

               Eddie glances over at her rather large backpack.

                                   EDDIE
                         You gonna offer to buy my casket?

               Gwen laughs as they start walking together. Eddie yawns,
               raising his arm, as if he's going to put it around her...

                                   GWEN
                         Don't even think about it.

               He stops, and they continue walking.

               EXT. QUEENS - ALLEY - MORNING

               Robbie has his Jeep pulled into the alley. Peter stands in
               front of it, his gaze fixed on the brick wall in front of
               him. Robbie hangs his head out the window.

                                   ROBBIE
                         You're going to be late, man.

               Peter closes his eyes, and moves to the wall. He takes a deep
               breath, looks back at Robbie and grins.

               He turns back to the wall, bringing his hand up slowly. He
               brings up the other as well, and begins to climb.

               Robbie's mouth drops as he stumbles out of the Jeep. He
               catches himself, and moves around the open door, staring in
               awe for a few moments before:

                                   ROBBIE
                         How are you doing that?

                                   PETER
                             (grins)
                         Magic.

               Robbie steps back to take in the full scope of the wall.

                                   ROBBIE
                         Is this some trick? I mean... it
                         has to be. Some kind of Criss Angel
                         deal or something, I mean...

               Peter leaps down, directly in front of Robbie, who jumps
               back. Peter shows him his empty hands.

                                   PETER
                         All natural.

                                   ROBBIE
                         Then how?
                             (beat, realizes)
                         Oh my God! Peter, are you a mutant?

                                   PETER
                         No...
                             (beat)
                         This is something else.

               Peter LEAPS into the air, at least ten feet, and once again
               sticks to the wall. He looks down at Robbie with a smile.

               Peter jumps from one side to the other, then back before
               jumping down. He lands directly in front of Robbie.

                                   ROBBIE
                         Peter... what's going on?

                                   PETER
                         I honestly have no idea. I mean, I
                         kinda do, but... not really. On
                         that field trip - the one to
                         OsCorp. There was this spider,
                         and... it bit me.

               Robbie raises an eyebrow.

                                   ROBBIE
                         It bit you?

                                   PETER
                         There was something weird going on
                         with it, though. It bit me, and I
                         got sick. Man, I was so sick,
                         Robbie, but then I woke up and...
                         well, you see.

                                   ROBBIE
                         Wait... this is crazy. I mean...
                             (beat, realizes)
                         It was you, wasn't it? That guy
                         everyone's talking about. At
                         OsCorp. It was you...

               Peter nods in confirmation.

                                   ROBBIE 
                         This isn't normal Pete. I mean...
                         are you feeling okay?

                                   PETER
                         Yeah, I feel fine - better than
                         fine - great. Amazing. Spectacular.
                             (beat, low)
                         Physically, anyway.

                                   ROBBIE
                         Pete, no. I know where you're
                         headed with this, and that's the
                         last thing you need right now.

                                   PETER
                         Robbie, with all the things I can
                         do now, I could have helped...

                                   ROBBIE
                             (interrupting)
                         You didn't know, Pete... there's no
                         way you could have. You could have
                         gotten yourself hurt - or worse.
                         There's no telling.

                                   PETER
                         Maybe, but I can't stop thinking
                         about what might have happened if
                         I'd have been there.

                                   ROBBIE
                         Pete, it's not your fault. You do
                         know that, right? I mean this is...
                         amazing, what you can do, but you
                         didn't know.

               Peter shifts uncomfortably, avoiding eye contact.

                                   PETER
                         I'm going to be late for school.

               Robbie watches as Peter walks away, back toward the Jeep.

                                   ROBBIE 
                         School. Right.

               Frustrated and concerned, Robbie walks to the jeep. He opens
               the door, taking one final look up at the wall.
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Script created with Final Draft by Final Draft, Inc.