1.04
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               EXT. QUEENS - STREETSIDE - AFTERNOON

               Gwen and Mary Jane walk along the sidewalk.

                                   GWEN
                         I saw the sketch you gave Peter. It
                         was really nice.

               Mary Jane smiles.

                                   MARY JANE
                         It was just something to try and
                         cheer him up.

                                   GWEN
                         Oh, it worked. Eddie... well, you
                         know how his twisted mind works.

               Mary Jane begins to blush. Gwen notices.

                                   GWEN
                         Wait, is there something going on
                         there?

                                   MARY JANE
                         What do you mean?

                                   GWEN
                         I dunno, I just don't get you guys.

                                   MARY JANE
                         There's nothing to get. We're
                         friends. We have been since
                         forever.

                                   GWEN
                         Well yeah, but that was then.

                                   MARY JANE
                         And...

                                   GWEN
                         Things are different now.

                                   MARY JANE
                         I just wanted to do something to
                         cheer him up, that's all.

                                   GWEN
                         Yeah, well don't tell Indy. She's
                         already got her gossip hounds all
                         over you guys.

               Mary Jane rolls her eyes.

                                   MARY JANE
                         Wonderful.

               They approach Gwen's house and stop.

                                   GWEN
                         You wanna come in, watch a movie or
                         something? You've really gotta see
                         this plasma in action.

                                   MARY JANE
                         Maybe later, I've got some trig to
                         finish up.

                                   GWEN
                         Well, give me a call.

               Mary Jane nods and continues on her way.

               INT. GWEN'S HOUSE - LIVING ROOM - CONTINUOUS

               Gwen steps in and closes the door behind her. She drops her
               bag by the door, but before she can announce that she's home,
               she begins to hear voices coming from another room.

                                   BRIDGET (O.S.)
                         Nobody said it'd be easy.

                                   JOHN (O.S.)
                         I know, but I can't help thinking
                         we might have moved too soon. Are
                         we really cut out for this sorta
                         thing? I just don't know.

               Realizing they're coming from the kitchen, Gwen moves in
               closer, approaching slowly so she won't be heard.

                                                                CUT TO:

               INT. GWEN'S HOUSE - KITCHEN - CONTINUOUS

               The discussion between JOHN AND BRIDGET MARSHALL continues.
               The Marshalls are an attractive couple in their late
               twenties. John's police badge sits on the table.

                                   BRIDGET
                         It's never easy raising a teenager.

                                   JOHN
                         I know that, but we had always
                         talked about going younger. I mean,
                         sometimes I wonder if we're doing
                         her more harm than good.

                                   BRIDGET
                         We made the choice, John. We can't
                         back out now.

                                   JOHN
                         I know, I know...

               Letting out a sigh, John runs his fingers through his hair.

                                   BRIDGET
                         We have to think about what's best
                         for her.

                                   JOHN
                         Are we...?

               They look at each other, unsure.

                                                               BACK TO:

               INT. GWEN'S HOUSE - LIVING ROOM - CONTINUOUS

               Gwen stands, her back pressed against the wall. She stares
               ahead, a blank expression on her face.

               INT. OSCORP - NORMAN'S OFFICE

               Norman is on the phone, but does not look to be enjoying the
               conversation very much.

                                   NORMAN
                         Okay, but what am I supposed to do?
                             (listens)
                         We both know that's not true. Look,
                         go if you want, but you don't mean
                         what you're saying.
                             (listens again)
                         Who else would know?

               Suddenly, the office doors burst open as ALISTAIR SMYTHE
               enters. He appears to be near panic.

                                   NORMAN
                         Ah, honey - I have to go. There's
                         an emergency here...
                             (listens, sighs)
                         Yes, I'm sorry. I have to go.

               Norman hangs up the phone.

                                   NORMAN
                         What is it?

                                   SMYTHE
                         The samples. One of them has gone
                         missing.

               Norman's eyes widen. He quickly stands.

                                   NORMAN
                         Missing?!

                                   SMYTHE
                         I don't know how or when, but it's
                         gone.

                                   NORMAN
                         They were under lock and key! Under
                         guard! How could anyone get in?

                                   SMYTHE
                         I... I don't know.

                                   NORMAN
                         He did it. That son of a bitch.

                                   SMYTHE
                         Fisk?

                                   NORMAN
                         Who else? There's no one else brash
                         enough - crazy enough - to try!

                                   SMYTHE
                         Maybe it was someone else. Doctor
                         Stromm, perhaps?

                                   NORMAN
                         He wanted to continue his research,
                         but he wouldn't go this far.

               Norman turns to face the large office windows.

                                   NORMAN
                         It's Fisk. He's got the serum...
                             (beat)
                         God only knows what he'll do with
                         it.

               Smythe glares at Norman from behind as we:

                                                               FADE TO:

               INT. PARKER HOME - PETER'S ROOM

               Peter sits at his desk, a stack of books beside him open, but
               he doesn't seem to be paying them much attention. Instead,
               his focus is on the two web shooters in front of him.

               He presses the trigger, and a stream of webbing shoots out.

               There's a knock at the door, and Peter quickly covers them.

                                   PETER
                         Come in.

               May enters.

                                   PETER
                         Working late again?

                                   MAY
                         No... actually, I just got home
                         from the police station.

               May kneels down to Peter's eye level.

                                   MAY
                         Peter, they think they have him.
                         Your uncle's killer, they know who
                         he is.

               Peter doesn't respond.

                                   MAY
                         We'll have justice, Peter.

               Peter looks away. He doesn't really want to hear it.

                                   MAY
                         God has his plan, Peter. We can't
                         always see it, but it's there.

                                   PETER
                         I don't think God has anything to
                         do with this, Aunt May. Unless his
                         plan is to make my life miserable.
                             (beat)
                         I think I'll find my own way.

               May nods with a frown.

                                   MAY
                         You're strong, Peter. You'll do
                         what's right. I know it.

               She gives Peter a kiss on the cheek, then exits.

               Peter turns back and looks down at the web shooters.

                                   PETER
                         What's right...

               He walks to the closet, pulling out his sweater and ski mask.

               INT. GWEN'S HOUSE - GWEN'S ROOM

               The room is sparsely decorated. A few knickknacks here and
               there, but nothing to draw our attention away from the plain
               white walls, and matching sheets.

               Gwen sits on her bed with a pair of headphones on.

               Bridget peaks her head into the room, grabbing Gwen's
               attention as she removes her headphones. 

                                   BRIDGET
                         Can I come in?

                                   GWEN
                         Sure.

               Bridget enters and sits on the edge of the bed.

                                   BRIDGET
                         You seemed so quiet at dinner. I
                         thought something might be wrong.

                                   GWEN
                         I'm fine, just school stuff.

                                   BRIDGET
                         Are you sure? Because if there's
                         anything on your mind, I hope you
                         know you can talk to me.

               Gwen looks her in the eye. For a brief moment, she appears to
               consider actually doing so, but instead:

                                   GWEN
                         Just had a rough day at school.

                                   BRIDGET
                         It happens. I'd know. Believe it or
                         not, it hasn't been that long since
                         I was there.

               An awkward silence as Bridget tries to think of something to
               talk about. Gwen seems to be content with the silence.

                                   BRIDGET
                         So... did you talk to Eddie today?

               Gwen can't help but to laugh.

                                   GWEN
                         Eddie...

                                   BRIDGET
                         He seems like a nice guy.
                             (smiles, winks)
                         Cute, too.

                                   GWEN
                         He's just... well, he's Eddie.

                                   BRIDGET
                         Uh-oh. I've heard that one before.

                                   GWEN
                         I don't think you guys have
                         anything to worry about there.

                                   BRIDGET
                         Why would we be worried? We want
                         you to have fun - to be happy.

                                   GWEN
                         Good to know.

                                   BRIDGET
                         Are you sure everything's okay?

               Gwen hesitates, then:

                                   GWEN
                         Yeah, everything's fine. I think I
                         just need to get some sleep.

                                   BRIDGET
                         Alright then...

               Bridget gets up and walks over to the door. Before leaving,
               she turns back and smiles.

                                   BRIDGET
                         Good night.

                                   GWEN
                         Night.

               Bridget leaves, closing the door behind her.

               Gwen exhales in disappointment. She puts her headphones on
               and flops backwards onto the bed.

               EXT. ROOFTOP - QUEENS - NIGHT

               Peter is perched up on the top of a ten story building,
               wearing his make-shift costume. His eyes are focused and
               intent as he watches over a hole-in-the-wall bar with a dimly
               lit sign that simply say's 'Mark's Tavern.'

               He is unmoving as TWO MEN walk out onto the sidewalk.

                                   PETER
                         Where are you...?

               He watches for a few more moments, then stands slowly. He
               fires a strand of webbing across the street.

               Peter takes a deep breath and swings over, missing his mark
               and starting the upward motion. He quickly lets go then lands
               rather gracefully on the roof of the bar.

               INT. MARK'S TAVERN

               It's a slum of a bar. There are a few dirty chairs around
               three or four tables, and a long bar with an assortment of
               alcohol behind it. A juke box plays some faint Johnny Cash in
               the background. A hand full of PATRONS have gathered.

               The large BARTENDER stands behind the bar, chatting with
               another MAN in a leather jacket, with a mug in his hand. 

               Peter enters, drawing everyone's attention.

                                   BAR PATRON 1
                         What is this?

               PAN AROUND to see Peter standing in the doorway. He takes a
               few steps forward as the Bartender stands up.

                                   BARTENDER
                         Is it Halloween already?

               Peter continues forward, the other men in the bar are now at
               full attention, but Peter seems to be paying them no mind.

                                   BAR PATRON 1
                         You looking for trouble, freak?

                                   PETER
                         I'm looking for Dennis Carradine.

               Everyone in the bar now stands up and begins to approach
               Peter. The Bartender pulls out a sawed off baseball bat.

                                   BARTENDER
                         What business you got with Dennis?

               Peter is now surrounded.

                                   PETER
                         Just tell me where he is and nobody
                         has to get hurt.

               Everyone laughs.

               ANGLE ON THE BARTENDER'S EYES

               As the sound of the web shooters is heard, followed by shouts
               and the sounds of punches, kicks, and breaking glass.

               His eyes become wider and wider as, one after another, we
               hear loud thumps against the ground.

               BACK TO SCENE as the Bartender stands, frozen in fear, the
               bat still in his hands. Webbing suddenly sprays it, and it's
               pulled away.

               PAN AROUND to see Peter standing over the various patrons,
               who are now spread across the floor, unconscious.

               Peter drops the bat and LEAPS into the air, landing on the
               bar, in front of the Bartender. He grabs him by his shirt and
               lifts him up to eye level.

                                   PETER
                         Where is he?

               Off the Bartender's terrified face:

               EXT. MOTEL - NIGHT - LATER

               It's dark, and hard to make out Peter as he crawls along the
               side of the small, two-story building. He stops, looks into
               one room, then opens the window.

               INT. MOTEL ROOM - CONTINUOUS

               It's a run down room that could barely be considered livable.
               There is no light as Peter climbs in. He slowly and softly
               steps down onto the carpet and looks around.

                                   PETER
                         This place should be condemned.

               He looks around a bit more, then walks over to a dresser. He
               pulls a drawer open and flips through some clothes.

               He closes the drawer, then opens another.

               He finds a dozen or so wallets inside.

                                   PETER
                         Jackpot.

               He picks up a wallet and opens it. He examines it, then puts
               it back into the drawer. He repeats this two more times
               before picking up a familiar, red and black wallet.

               He opens it, and his eyes go wide with shock.

                                   PETER
                         No...

               ANGLE ON THE WALLET

               Containing Peter's ID!

                                                              FLASH TO:

               EXT. QUEENS STREET - DUSK - FLASHBACK

               Flashback to "Curses."

                                   THUG #1
                         I told you to watch your mouth
                         punk. Around here, we got ways of
                         shuttin' it for you.

               The Thug flashes a GUN stuffed into his belt. Peter glances
               down at the gun, then up at his face. He's clearly nervous.

                                   PETER
                         Just let me pass. What do you want,
                         my money? Here...

               Peter takes out his wallet and throws it on the ground. THE
               SECOND THUG picks it up and looks inside.

                                                               BACK TO:

               INT. MOTEL ROOM

               Peter stares at the wallet in shock.

               Off his stunned reaction:

                                                              FADE OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               INT. MIDTOWN HIGH - CAFETERIA

               The students have gathered for lunch. We spot Gwen in the
               middle of the crowd, but unlike everyone else she's moping
               along slowly with her head down.

               Eddie walks up beside her, carrying his lunch.

                                   EDDIE
                         Okay, so I've been thinking about
                         what we were talking about and it
                         turns out... I'm still right.

               Gwen doesn't pay him much mind, and keeps walking.

                                   GWEN
                         Uh-huh.

                                   EDDIE
                         So, you are willing to admit
                         defeat?

                                   GWEN
                         You win, Eddie.

               Eddie smiles, but it fades when he notices Gwen's demeanor.

                                   EDDIE
                         Well, there is a consolation prize
                         for the loser!

                                   GWEN
                         Great.

                                   EDDIE
                         You better believe it is! An all
                         expenses paid night on the town
                         with yours truly!

               He smiles and strikes a corny Superman pose, but Gwen ignores
               him. He drops his arms and frowns.

                                   EDDIE
                         You okay?

               She doesn't respond.

                                   EDDIE
                         Hey, come on. I was just messing
                         around.

               Still nothing.

                                   EDDIE
                         Gwen?

                                   GWEN
                         I gotta' go.

               Eddie looks on, confused and concerned, as she walks away,
               heading toward a nearby vending machine. Eddie walks over to
               a table where Mary Jane is seated, and sits down.

                                   EDDIE
                         Where's Pete?

                                   MARY JANE
                         I haven't seen him today. Must have
                         stayed home.

               He takes a big bite out of his lunch and shakes his head.

                                   EDDIE
                         You people...

                                   MARY JANE
                         We 'people?'

               Eddie takes another huge bite and nods.

                                   EDDIE
                         Watch...

               He thumbs over his shoulder. Mary Jane looks past and sees
               Gwen walking in their direction, a small bag in her hand.

               Eddie looks over his shoulder as she passes.

                                   EDDIE
                         No veggies today?

               Gwen ignores him and walks right past the table. They watch
               as she exits into the courtyard outside.

                                   EDDIE
                         You people.

               Mary Jane frowns and grabs her bag.

                                   MARY JANE
                         Well, I'm going to go find out what
                         was up with that.

                                   EDDIE
                         Seriously, no smile, no punches,
                         nothing.

               Mary Jane smiles sarcastically at him as she stands.

                                   MARY JANE
                         I'll go see what's wrong and re
                         tame her for you then, big guy.

                                   EDDIE
                         Would you? That'd be awesome!

               Mary Jane rolls her eyes, walks off and exits.

               EXT. MIDTOWN HIGH - COURTYARD - AFTERNOON

               Outside, several students have gathered. Mary Jane exits the
               cafeteria and looks around for a moment, searching.

               She spots Gwen sitting on a bench alone.

                                   MARY JANE
                         Gwen?

               She sits down next to her, but Gwen doesn't acknowledge her.

                                   MARY JANE
                         Everything okay?

                                   GWEN
                             (quickly)
                         I'm fine.

               Mary Jane doesn't buy it.

                                   MARY JANE
                         Come on, I haven't known you that
                         long, but it doesn't take a genius
                         to figure out you're down about
                         something.

                                   GWEN
                         I'll manage.

                                   MARY JANE
                         Maybe, but...

                                   GWEN
                         Look, I know you're trying to help,
                         but will you guys please just leave
                         me the hell alone?

               Mary Jane is silent, and a little shocked.

                                   MARY JANE
                         Gwen, I...

                                   GWEN
                         Okay?

                                   MARY JANE
                             (hesitates)
                         Okay...

               Gwen quickly stands and walks back inside.

               Off a stunned Mary Jane:

                                                               FADE TO:

               EXT. NEW YORK CITY - RESTAURANT - AFTERNOON

               Robbie sits at a table with his father, WILLIAM.

                                   WILLIAM
                         We should do this more often.

               Robbie nods.

                                   WILLIAM
                         How's school?

                                   ROBBIE
                         I'm adjusting. How's work?

                                   WILLIAM
                         You know, the usual.

               Robbie nods and takes a bite of his food.

                                   WILLIAM
                         Why do I get the feeling you didn't
                         ask me here for idle chit-chat?

               Robbie stops chewing, and looks William in the eye.

                                   ROBBIE
                         The Parker report. When were you
                         planning on telling me?

                                   WILLIAM
                         Is this my son asking, or is this
                         on the record?

                                   ROBBIE
                         Did you tell May? Does she know?

                                   WILLIAM
                         Of course I told her.

                                   ROBBIE
                         But not me? Do you have idea how it
                         feels to learn about something like
                         this from my bosses secretary?

               William shakes his head.

                                   WILLIAM
                         Robbie... I can't talk about this.
                         You know how it works. Do you have
                         any idea how many people are killed
                         in this city? In a day? In a month?

                                   ROBBIE
                         We both know this is different.

                                   WILLIAM
                         They're all different to someone,
                         son. Ben was my best friend. My
                         best friend, but I have to distance
                         myself from this, be professional.

                                   ROBBIE
                         Don't you think I know that? This
                         isn't about being professional,
                         it's about trusting your son.

                                   WILLIAM
                         I think we both know what this is
                         about, and it has nothing to do
                         with trust. You want to make it in
                         journalism, fine. But you're going
                         to make it on your own steam. I'm
                         not going to be your exclusive
                         source for every case that comes
                         across my desk. If it were up to me
                         the information would have never
                         been released, but hey - I don't
                         make the rules.

                                   ROBBIE
                         So that's it?

               William eyes Robbie for a moment then wipes his mouth and
               puts his napkin down, and stands up.

                                   WILLIAM
                         Thank you for lunch, Mister
                         Robertson. I'll contact your people
                         when we have an update.

               William turns and walks away, leaving Robbie at the table
               alone. Robbie throws his napkin down in disgust.

               INT. OSCORP - RESEARCH LAB

               The lights are dimmed, and everything has been put away.
               Doctor Conners is about to exit when Norman enters.

                                   CONNERS
                         Norman. I was just on my way home.

                                   NORMAN
                             (getting to the point)
                         Can you develop a counter-agent to
                         the serum?

               Conners looks at him in confusion.

                                   CONNERS
                         A counter-agent?

                                   NORMAN
                         Something to reverse its effects.

                                   CONNERS
                         We haven't even properly developed
                         the serum itself. Developing a
                         counter-agent would be next to
                         impossible.

                                   NORMAN
                         Could you develop one based on the
                         current formula?

                                   CONNERS
                         What's this all about?

                                   NORMAN
                         Imagine what would happen if the
                         serum were to fall into the wrong
                         hands. Imagine the danger that
                         could pose without a counter-agent
                         available to us.

                                   CONNERS
                         Do you have reason to believe
                         that's going to be a problem?

               Norman hesitates.

                                   NORMAN
                         Just covering all bases. I assure
                         you Major Trest would do the same.

                                   CONNERS
                         A precaution, then?

                                   NORMAN
                         You could say that.

                                   CONNERS
                         I just don't under...

                                   NORMAN
                         Can you, or can't you?

               Conners is taken back by Norman's tone.

                                   CONNERS
                         Well... yes, I suppose I could try.

                                   NORMAN
                         Try is a word you'll find has
                         little meaning here.

               Norman turns and quickly exits, leaving a baffled Conners.

                                                               FADE TO:
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Script created with Final Draft by Final Draft, Inc.