105
Script created with Final Draft by Final Draft, Inc.

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               INT. MIDTOWN HIGH - CAFETERIA

               Peter approaches a table, lunch tray in hand. Mary Jane,
               Gwen, and Eddie are already seated. Peter takes his seat.

                                   GWEN
                         There he is!

               The others quickly turn and look.

                                   PETER
                         Who?

                                   GWEN
                         Wally.

                                   MARY JANE
                         The principle?

                                   EDDIE
                         The awesome Aussie.

                                   MARY JANE
                         Okay, I'm lost.

                                   GWEN
                         He's got a stuffed croc in his
                         office. They say he killed it with
                         his bare hands.

                                   EDDIE
                         True story.

                                   MARY JANE
                         Right...

                                   ALEX (O.S.)
                         This seat taken?

               Alex approaches. His lunch tray is stacked with food. Mary
               Jane's eyes widen, while the others just look surprised.

                                   ALEX
                             (to MJ)
                         I was hoping I'd run into you.

                                   PETER
                         It's taken.

                                   ALEX
                         What?

                                   PETER
                         The seat. It's taken.

               Alex looks around, but doesn't see anyone.

                                   ALEX
                         Coulda fooled me.

               Alex takes the seat with a cocky grin.

                                   PETER
                         Can you not take a hint?

                                   ALEX
                         Don't start something you can't
                         finish, bro. It's not my fault your
                         girl wants a real man.

               Eddie stands up, obviously with bad intentions.

               Gwen holds him back.

                                   GWEN
                         Stop it! Peter, you too!

               Alex stands up, looking at Eddie, then back at Peter.

                                   ALEX
                         Whatever.
                             (grins at MJ)
                         They call me the Rhino for a
                         reason, you know. Let me know when
                         you're ready to find out why.

               Peter's had enough. He stands and walks over to Alex, getting
               right up in his face. Gwen once again holds Eddie back.

               Alex doesn't back down, but neither does Peter.

                                   ALEX
                         You don't want to do this, bro.

               By now, the entire cafeteria is focused on them.

                                   STUDENTS
                         FIGHT! FIGHT! FIGHT! FIGHT!

               Peter glances around at the cheering students, then back at
               Alex, who appears genuinely amused.

                                   WALLY (O.S.)
                         Whoa! Hold it there, boys!

               WALTER BARTLETT (aka WALLY) approaches.

               Wally's in his late fifties, with a head of thinning white
               hair. Rather than the suit you'd expect, he wears a pair of
               jeans, a casual denim shirt with a school id attached, and a
               pair of blue stingray boots.

                                   WALLY
                         What seems to be the problem?

                                   ALEX
                         I was just eating lunch. This guy
                         just needs to relax or something.

                                   WALLY
                         Hey, no need to spit the dummy.
                         Cool it, and we'll figure this out.
                             (to Peter)
                         Pete, isn't it?

                                   PETER
                         Peter.

                                   WALLY
                         Yeah, I remember you. Got yourself
                         into another one, eh?
                             (to Alex)
                         And who might you be?

                                   ALEX
                         You must be joking. You haven't
                         heard of me?

                                   WALLY
                         Some reason I should have?

                                   ALEX
                         Alex Sytesvich.
                             (Wally shakes his head)
                         The Rhino?
                             (still nothing)
                         Football?!

               Wally stares at him, clueless.

                                   WALLY
                         Tell you what, why don't the two of
                         you just take a walk, cool down for
                         a bit before someone gets hurt?

               Alex glares at Peter, then at Wally.

                                   ALEX
                         Whatever.

               Alex storms off in a huff.

                                   WALLY
                         Don't let him get to you. I had a
                         friend like him once - thought he
                         could take on the world.
                             (beat, thinks back)
                         Went out in the woods hunting for
                         Bigfoot a few years back. Never
                         heard from him again.

               Wally pats Peter on the back and walks off.

                                   WALLY (O.S.)
                         Try and stay outta trouble from now
                         on, Petey!

               Off Peter's still annoyed expression:

                                                                CUT TO:

               A FOOTBALL PLAYER

               Receiving a CRUSHING hit.

               The crowd gasps as he is thrown back several feet.

               EXT. MIDTOWN HIGH - FOOTBALL FIELD - NIGHT

               Cue music: "Crash" by Papa Roach.

               The player lies on the ground, in obvious pain. Standing over
               him is Alex, now in full Midtown Panther blue, and smiling.

               Trainers rush the field, and check on the injured player.
               He's still shaky, but stands and is helped off the field.

               Robbie storms onto the field, grabbing Alex by the facemask.

                                   ROBBIE
                         What do you think you're up to?!
                         You're going to kill someone!

                                   ALEX
                         It's a rough game, deal with it.

               Alex runs back toward the middle of the field, joining the
               rest of the defense as they prepare for the next play.

               Robbie watches him leave, then walks back to the sideline and
               glances up at the scoreboard:

               Home: 24 - Visitors: 0

               Back on the field, the offense snaps the ball. Alex charges
               into several blockers, knocking them all back easily, and
               rushing toward the quarterback.

               Alex records a brutal sack, hurling him to the ground.

               ON THE SIDELINES

               Coach Mansfield walks up behind Robbie.

                                   MANSFIELD
                         This keeps up we'll win state.

               Robbie glances back at him, uncertain.

               BACK TO SCENE

               Another snap, and this time the quarterback is able to get
               the pass off to a nearby receiver, who begins to run.

               Out of nowhere, Alex launches into him with a devastating
               hit, causing the receiver to fumble the ball. Another Midtown
               player recovers the ball, and runs it in for a touchdown.

               Home: 30 - Visitors: 0

               On the ground, the receiver isn't getting up. Trainers rush
               the field once again and check on the boy.

               Alex returns to the sidelines with a smile on his face, but
               Robbie isn't nearly as pleased.

                                   ROBBIE
                         What is your problem?! That's three
                         guys you've taken out tonight! Keep
                         this up you'll be watching from the
                         bench!

                                   ALEX
                         Mansfield isn't going to bench his
                         best player! I'm just playing...

                                   ROBBIE
                         You're playing like you're trying
                         to put everyone out there in a
                         wheelchair!

                                   ALEX
                         Hey, they can't take the heat, stay
                         away from the flame.

               Alex walks away, leaving a disgusted Robbie behind.

               BACK ON THE FIELD

               The Midtown Kicker boots through the extra point as we:

                                                               FADE TO:

               EXT. MIDTOWN HIGH - FOOTBALL FIELD - NIGHT - POSTGAME

               The game is now over. As the teams make their way off the
               field, we catch another glimpse of the scoreboard:

               Home: 45 - Visitors: 3

               Alex stands along the side of the bleachers, talking with a
               very ATTRACTIVE FEMALE STUDENT. She slips him her number and
               Alex walks off, entering into:

               INT. LOCKER ROOM TUNNEL - CONTINUOUS

               A dark tunnel set between two sets of bleachers, which leads
               to the Midtown locker room. A poster on the wall reads:

               DESIRE. HARD WORK. VICTORY.

               Alex appears to be alone, but soon passes a man in black.

                                   MAN IN BLACK
                         Alex Sytesvich?

               Alex stops and turns back.

                                   ALEX
                         Yeah?

                                   MAN IN BLACK
                         Great game tonight, son.

                                   ALEX
                         You with SC?

               The man steps into the light and we see it's Wilson Fisk.

                                   FISK
                         No, though I understand they were
                         very impressed.

                                   ALEX
                         Look, if this is about the Kansas
                         State thing, forget it. I've got
                         bigger plans.

                                   FISK
                         I like that. A young man you're age
                         ought to have some ambition.

                                   ALEX
                         Whatever man. I gotta get dressed.

               Alex begins walking away.

                                   FISK
                         I must admit, I wasn't sure what
                         effects the steroid would have.

               Alex stops, turns back to Fisk.

                                   ALEX
                         What are you talking about?

                                   FISK
                         I think we both know your victory
                         tonight was a result of more
                         than... desire and hard work.

                                   ALEX
                             (looking hard at Fisk)
                         Wait, I know you. Fisk, right? My
                         brother works for you.

                                   FISK
                         And is that how you managed to get
                         a hold a steroid so experimental,
                         there are only five vials in
                         existence?

               Alex looks away nervously.

                                   ALEX
                         Look, don't fire him or anything,
                         okay? This is my deal.

                                   FISK
                         Oh, I would never fire him. In
                         fact, he's just been selected for a
                         very lucrative overseas job. Left
                         this morning as a matter of fact. I
                         was actually hoping to speak with
                         you about a job opening.

                                   ALEX
                         I... don't know about that. I'm not
                         the business type.

                                   FISK
                         What I have in mind is far more
                         lucrative than business... and far
                         more dangerous.
                             (beat)
                         Are you aware that the effects of
                         the steroid are only temporary?
                         Sooner or later you'll be bed
                         ridden once again. Unable to walk,
                         let alone run... or tackle.

                                   ALEX
                         What do you want?

                                   FISK
                         I have an opportunity for you. One
                         I think you'll find appealing.

               Fisk reaches into his pocket, retrieving a small vial of the
               green liquid and shows it to Alex. There is a small,
               retractable syringe attached to the end of the vial.

                                   ALEX
                         I thought you said there were only
                         five vials of this stuff?

                                   FISK
                         Simple supply and demand. I have
                         the resources to produce more.

                                   ALEX
                         And what do you get out of this?

                                   FISK
                         Your services.

               He hands Alex a small slip of paper.

                                   FISK
                         There's a safe on the twenty-first
                         floor at this address, a package
                         inside. I want that package.

               Alex reads the paper, then looks up nervously.

                                   ALEX
                         Won't there be security?

                                   FISK
                         Of course, which is why I'm
                         recruiting you for this job. Just
                         think of them as blockers... and
                         since when have blockers ever been
                         able to stop the Rhino?

               Fisk hands him the vial.

                                   FISK
                         You'll receive one vial for each
                         job you complete successfully,
                         along with a small token of my
                         appreciation.

               Fisk pulls out a small stack of cash and hands it to Alex.

                                   FISK
                         Consider this my down payment.

               Alex stares at Fisk, the vial, the paper, and the cash in his
               hands. Fisk turns and begins walking away.

                                   ALEX
                         How do I get in touch with you?

                                   FISK
                         I'll contact you.

               Fisk exits the tunnel, and disappears around the bleachers.

               Off an uncertain Alex:

                                                              FADE OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               EXT. HAMMER TECHNOLOGIES - NIGHT

               A large skyscraper, towering at least fifty stories. The main
               lobby can be seen through several large glass windows
               surrounding the entrance doors.

               All is quiet, peaceful. Not for long.

               A SECURITY GUARD comes crashing through one of the windows.
               He lands on top of a nearby parked car as alarms blare.

               INT. HAMMER TECHNOLOGIES - FLOOR 21

               A pair of large chrome elevator doors part to reveal Alex -
               wearing all black - with a matching ski mask.

               He steps out and proceeds down the hallway.

               INT. HAMMER TECHNOLOGIES - FLOOR 21 - OUTSIDE OFFICE

               Two stern-faced GUARDS stand on either side of the entrance
               to the office. Both are armed, and they mean business.

               A noise is heard down the hall. The Guards look at each
               other, then the first moves to investigate, his gun drawn.

               INT. HAMMER TECHNOLOGIES - FLOOR 21 - HALLWAY - CONTINUOUS

               He rounds a corner, has a look around, and sees nothing.

               He turns around, and is met with a BLOW TO THE HEAD!

               Alex takes the Guard's gun as he falls to the ground,
               unconscious. He crushes it in his hand, then tosses it away.

               INT. HAMMER TECHNOLOGIES - OFFICE

               The other guard comes crashing through the door.

               Alex storms into the office, and makes a beeline for a large
               painting on the wall. He tears it down to reveal a safe. Alex
               grabs the safe door and begins to twist the handle.

               Alex turns around and is met with a stiff punch to the face.
               He doesn't seem to feel any pain, though. He drops the guard
               with a punch of his own, then grabs him...

               And THROWS him into the plate glass window!

               It shatters, sending him into a free-fall toward the street
               below!

               Alex turns his attention back to the safe, grabbing the door
               and attempting to tear it from its hinges. With all his
               strength, he pulls at the safe and it begins to bend.

                                   VOICE (O.S.)
                         You threw him out the window?

               He turns and finds SPIDER-MAN, hanging upside down from the
               shattered window frame.

                                   SPIDER-MAN
                         Dude, that's cold.

                                   ALEX
                         You shouldn't have come here. This
                         doesn't have anything to do with
                         you!

                                   SPIDER-MAN
                         Oh, if I had a bruise for every
                         time I heard that one! Oh, wait...

               Spidey flips down from the window, landing in front of Alex.

                                   SPIDER-MAN
                         Nice mask.

               Alex grabs him and slams him against the safe!

                                   ALEX
                         Don't make me hurt you!

                                   SPIDER-MAN
                             (dazed)
                         I'll try.

               Alex spins around with Spidey, throwing him toward the far
               wall, but he is able to land feet-first onto it.

                                   SPIDER-MAN
                         So, what's a big, ugly fella like
                         you doing in a high-class joint
                         like this?

               Alex charges Spidey and the wall. Spider-Man flips out of
               harms way, but Alex can't stop his momentum, and impacts the
               wall, creating a large crater.

               Spider-Man shoots a string of webbing at him, attempting to
               pin him into the wall, but the shooters begin to sputter.

                                   SPIDER-MAN
                         Not now!

               Alex grabs the large wooden desk at the front of the room,
               picking it up over his head.

                                   SPIDER-MAN
                         Oh, great.

               He throws it at Spidey, who manages to dodge it.

               Spider-Man flips in the air, landing on top of Alex. He lands
               several hard blows to the back of his head, before Alex
               manages to grab hold of him, and slam him to the floor.

               Spidey is dazed. Just long enough for Alex to pick him up,
               and catch him with a hard backhand across the face. The blow
               sends Spidey flying backwards into what remains of the desk.

               Alex prepares to deliver one final blow, but stops.

               He winces in pain, grabbing his head, and falls to his knees.

                                   ALEX
                         Ugh!!!

               Spider-Man slowly finds his footing and looks on.

                                   SPIDER-MAN
                         You need some uh... aspirin? I'm
                         sure the cops have aspirin.

               Alex reaches into his pocket and pulls out the vial given to
               him by Fisk. He injects himself and the relief is almost
               immediate. He tosses the vial aside and stands up.

               Alex rushes Spidey, grabs him and lifts him over his head.

                                   SPIDER-MAN
                         Or that. That works, too.

               Spider-Man fights back, flipping up and attempting to land a
               few more punches, but Alex is having none of it.

               He SLAMS him into the safe!

               With Spidey down and hurt, Alex once again turns his
               attention toward the safe, pulling with all his strength. 

               Finally, the safe door is torn from its hinges.

               Spider-Man is now slowly making his way to his feet. Alex
               notices, and takes a swing at him with the safe door!

               Spidey flies backwards, hitting the wall.

               Alex turns back and reaches into the safe. He pulls out a
               small clear container and gazes inside at a black microchip. 

               He pockets the device and exits.

               Leaving a barely conscious Spider-Man on the floor.

               EXT. GWEN'S HOUSE - FRONT LAWN - NIGHT

               Gwen stands outside in the driveway. Getting in their car are
               JOHN AND BRIDGET MARSHALL, all dressed up for a night out.

                                   BRIDGET
                         You're sure you don't want to come?

               Gwen waves her off.

                                   GWEN
                         I'd just get in the way.

                                   JOHN
                         Gwen, it's fine. If you want to
                         come, come.

                                   GWEN
                         It's okay, I've got a ton of
                         homework to do anyway.

                                   BRIDGET
                         If you're sure.

                                   GWEN
                             (smiles)
                         I'm sure.

                                   BRIDGET
                         Alright then. There's food in the
                         fridge, I'm sure you know what to
                         do with it.

                                   JOHN
                         Some meatballs, I think.

                                   GWEN
                             (rolls her eyes)
                         Ew.

                                   JOHN
                         Veggie head.

               Gwen laughs as they get into the car, and buckle up.

                                   BRIDGET
                         If you need anything, you've got
                         our cell number.

                                   GWEN
                         I'll be fine.

               Bridget smiles.

                                   BRIDGET
                         We know.

               John starts the car, and they back out of the driveway. With
               a honk of the horn, they take off down the road.

               Gwen watches for a moment, then turns to head back inside.
               She's greeted by the sight of Eddie standing on the porch.
               He's wearing an old gray hoodie, and jeans.

                                   GWEN
                         Eddie?

               She walks closer and we see that he also sports a black eye. 

               Gwen gasps and rushes up to him.

                                   GWEN
                         Oh my God! What happened?

                                   EDDIE
                         Just an accident.

                                   GWEN
                         Are you okay? What are you doing
                         here?

                                   EDDIE
                         I just... I'm not sure.

                                   GWEN
                         What's the matter?

                                   EDDIE
                         I didn't know where else to go.

               Gwen appears to be even more concerned now.

                                   GWEN
                         Come on inside. It's getting cold
                         out here.

               She grabs him by the arm and leads him into the house.

               INT. ROBBIE'S APARTMENT - LIVING ROOM

               Robbie sits on the couch, a text book and notebook in front
               of him and a phone to his ear.

                                   ROBBIE
                         Yeah, it's a biology project.
                             (listens)
                         He ran down to the drink machine,
                         actually. I'll have him call you
                         when he gets back.
                             (listens, smiles)
                         Okay. Alright, bye.

               Robbie ends the call, and sits the phone down.

                                   PETER (O.S.)
                         One of these days I'm going to hire
                         a secretary.

               Peter - wearing his costume, minus the mask - climbs in
               through one of the windows. We see the mask in his hand.

                                   ROBBIE
                         She's just worried about you.
                             (notices his face)
                         Can't say that I blame her. What
                         happened to your face?

               Peter rubs a large bruise along the side of his face.

                                   PETER
                         You should see my pride.

               Peter walks over to a chair and flops down.

                                   ROBBIE
                         What happened?

                                   PETER
                         Ran into a wall.

                                   ROBBIE
                         We talking literally or
                         figuratively here?

                                   PETER
                         No, he ran into the wall. I just
                         got smashed over the head with a
                         safe.

               Robbie cocks an eyebrow.

                                   ROBBIE
                         Who?

                                   PETER
                         I have no idea. Some guy in a mask.
                             (beat, remembering)
                         He was strong, though. Man, was he
                         strong. I've never felt anything
                         like it, Robbie... not even Gargan.

                                   ROBBIE
                         What was he after?

                                   PETER
                         He got it, whatever it was.

                                   ROBBIE
                         Mutant?

                                   PETER
                         I don't think so...

               Peter pulls out the now empty vial. He rolls it across the
               floor to Robbie, who picks it up.

                                   PETER
                         I need you to find out what it is.

                                   ROBBIE
                             (examines it)
                         Some kind of drug?

                                   PETER
                         I don't know, but the guy seems to
                         be seriously hooked on the stuff.

                                   ROBBIE
                         I'll see what I can find out.

               Peter leans back in the chair, closing his eyes.

                                   PETER
                         I have to be more careful.
                             (beat)
                         I barely got out of there before
                         the cops showed up. If they would
                         have taken my mask off...

                                   ROBBIE
                         Front page news, I know. I'd be the
                         one printing it.

                                   PETER
                         What's going on, Robbie? Crooks and
                         thugs are one thing, but now this -
                         whatever this guy is - how am I
                         supposed to deal with that?

                                   ROBBIE
                         I don't know, Pete. Right now you
                         need to take it easy. Go home and
                         see your aunt before she starts
                         posting your picture all over
                         Queens.

                                   PETER
                             (nods)
                         Right.

               Peter stands up and heads toward the window.

                                   ROBBIE
                         You know, we do have stairs.

               Peter grins.

                                   PETER
                             (re: web shooters)
                         First class.

                                   ROBBIE
                         Yeah, yeah. Be careful, I don't
                         like those things.

               Peter puts his mask back on, steps out the window, and
               disappears into the night.

               Off Robbie:

               INT. GWEN'S HOUSE - LIVING ROOM

               Eddie sits alone on the couch, looking down at the ground.
               Gwen enters from the kitchen with an ice pack.

                                   GWEN
                         Here, try this.

               She walks up to him and places it on his black eye.

                                   EDDIE
                             (taking it)
                         I got it. Thanks.

               Gwen sits down beside him, taking another look at his eye.

                                   GWEN
                         An accident, huh?

                                   EDDIE
                         Yeah.

               Gwen isn't buying it.

                                   GWEN
                         Eddie, you don't have to tell me
                         everything, but I'm not stupid.

               Eddie looks over at her and sighs.

                                   EDDIE
                         What do you want me to say?

                                   GWEN
                         The truth would be nice.

                                   EDDIE
                         You don't want to hear the truth.

                                   GWEN
                         I want to help.

                                   EDDIE
                         You are.
                             (removes the ice pack)
                         It's starting to feel better
                         already.

               Gwen shoots him a glare.

                                   GWEN
                         Eddie, for once would you just let
                         me in? No jokes, no lies, just the
                         truth.

               Eddie looks away from her at the floor.

                                   EDDIE
                         You don't quit, do you?

                                   GWEN
                         Learned from the best.

               Eddie cracks a slight smile. He looks back up at her, closes
               his eyes and takes a deep breath.

                                   GWEN
                         What is it?

                                   EDDIE
                         You remember the other day... I
                         wasn't there to walk with you?

               This is obviously very hard for Eddie. Gwen notices, and
               places a reassuring hand on his shoulder.

                                   EDDIE
                         I haven't exactly been sleeping at
                         home the last few days.

                                   GWEN
                         Then where...

                                   EDDIE
                         School, mostly. Out in my mom's car
                         one night.

                                   GWEN
                         Eddie, why did you... I mean, what
                         happened? Is everything okay?

                                   EDDIE
                         It was my dad... there was this big
                         fight with him and my mom. I had to
                         get out of there.

               Gwen is beginning to get the picture.

                                   GWEN
                         How... how bad was it?

                                   EDDIE
                         I've seen worse. I don't know why I
                         freaked the way I did, but I just
                         couldn't stay there anymore.

                                   GWEN
                         Eddie, you could have come here, or
                         to Peter's or MJ's. You didn't have
                         to sleep at school.

               Eddie nods somberly.

                                   EDDIE
                         It's just not something I like to
                         spread around, you know?

                                   GWEN
                         Yeah, I can understand that. You
                         don't have to lie to us, though.
                         You have friends, Eddie, we'll
                         always be there to help.

                                   EDDIE
                             (sad smile)
                         I know. It took a little while, but
                         I'm starting to get the picture.
                             (beat)
                         I thought I could go back. I
                         thought things had blown over, that
                         I could just go home and it
                         wouldn't be a big deal.

                                   GWEN
                         Eddie, do you mean your dad...

               He nods in embarrassment.

                                   GWEN
                             (gasps)
                         Oh my God... that's terrible.

               Eddie grins slightly.

                                   EDDIE
                         You should see his.

                                   GWEN
                         Don't do that! This isn't funny,
                         Eddie!

               Eddie's smile fades as he looks at Gwen, surprised.

                                   EDDIE
                         Yeah, you'd think I'd know that
                         better than anyone, huh?

                                   GWEN
                         Has this... I mean, is it a recent
                         thing?

                                   EDDIE
                         Sort of... back when I was a kid he
                         used to get drunk and pissed off.
                         He'd take it out on me and my mom.

                                   GWEN
                         God, Eddie. Why haven't you told
                         anyone?

                                   EDDIE
                         It wasn't a big deal since then. He
                         still drinks, but this is the first
                         time he's hit me in a while.

                                   GWEN
                         That doesn't make it okay.

                                   EDDIE
                         I know, but I didn't want to mess
                         everything up. You start telling
                         the counselors your dad used to
                         beat on you, they start snooping
                         around and... you know.

               Gwen slides closer to him, grabbing his hand.

                                   GWEN
                         Eddie, promise me something.

                                   EDDIE
                             (surprised, confused)
                         What?

                                   GWEN
                         I'm serious! Promise me you won't
                         keep this kind of stuff to
                         yourself. Come to me, or to Peter,
                         or MJ, or even one of the school's
                         counselors. Don't keep this all
                         bottled up, okay?

               Eddie looks at her, for once, speechless.

                                   GWEN
                         Eddie...?

                                   EDDIE
                             (snapping out of it)
                         Uh... yeah. Okay.

                                   GWEN
                         You promise?

                                   EDDIE
                         Yes.

                                   GWEN
                         Do you need a place to stay? I'm
                         sure Bridge and John won't mind.

               Eddie hesitates, then sighs.

                                   EDDIE
                         I better not. I need to go home.
                         This has gone on long enough, I
                         just need to figure everything out.

                                   GWEN
                         Are you sure? What about you're
                         dad?

                                   EDDIE
                         He won't do it again, don't worry.

                                   GWEN
                         How do you know?

                                   EDDIE
                         Like I said, you should see his.

               Gwen smiles sadly, looking Eddie in the eye.

                                   GWEN
                         Are you sure?

                                   EDDIE
                         Yeah... I uh... I gotta go. I've
                         whined enough for one night.

               Gwen stands and hugs him.

                                   GWEN
                         It's fine, Eddie. Remember, you
                         promised.

                                   EDDIE
                         I know.
                             (beat, uncertain)
                         I should get going...

               They begin to pull away, but stop.

               Their eyes meet as an intensely awkward moment passes between
               them. Gwen pulls herself to him slowly and kisses him.

               Eddie remains still for a moment, then quickly pulls away.

               Gwen stares at him for a moment, her face conveying so many
               emotions. Eddie meets her gaze, but soon looks away.

                                   EDDIE
                         I have to go.

               He turns and exits, leaving an uncertain Gwen behind.

                                                                CUT TO:
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