106
Script created with Final Draft by Final Draft, Inc.

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                                       TEASER

                                                               FADE IN:

               EXT. MIDTOWN HIGH - MORNING

               Students are already mulling about in the early morning
               sunshine. Some get off of buses, others their own cars.

               PRINCIPAL WALTER "WALLY" BARTLETT watches with a smile.

                                   WALLY
                         Not a bad gig...

               He smiles warmly at several students as they pass, then
               notices one in particular. He politely pushes through the
               students to an exhausted and bruised PETER PARKER.

                                   WALLY
                         Petey? Don't tell me you got
                         yourself into another one?

               Peter looks up, just now noticing him.

                                   PETER
                         I'm fine. Just an accident.

                                   WALLY
                         You know Pete, if there's something
                         going on at home...

               Peter smiles weakly.

                                   PETER
                         Thanks, but I'm good.

                                   WALLY
                         If you're sure...

                                   PETER
                         It's not like that. Really.

               Wally nods, looks up, and is immediately annoyed.

                                   WALLY
                         Flash Thompson! That annoying...
                             (smiles at Peter)
                         See you later, Petey.

               Peter watches as Wally storms off.

                                   PETER
                             (quietly)
                         No Wally, I'm Spider-Man.
                         I get beat up for a living.
                             (beat, louder)
                         I need a hobby.

                                   EDDIE (O.S.)
                         Tried yoga?

               From behind him, EDDIE, MARY JANE, and GWEN approach.

                                   EDDIE
                         I hear great things. Just watch
                         your... sensitive areas.

                                   MARY JANE
                             (re: the bruise)
                         What have you been doing?

                                   PETER
                         Shadow boxing.
                             (beat)
                         My shadow's a tough cookie.

               Mary Jane touches a bruise lightly. Peter winces.

                                   MARY JANE
                         Maybe you should skip tomorrow
                         night. You look exhausted.

                                   PETER
                         No way. Movies with my peeps, what
                         could be better?

                                   EDDIE
                         Frosted strawberry pop-tarts.

               Mary Jane gives him an odd look.

                                   MARY JANE
                         I worry about you sometimes.

                                   EDDIE
                         What can I say? I have issues.

                                   GWEN
                         The kind you keep under your bed.

                                   EDDIE
                         Hey, I happen to like National
                         Geographic!

                                   PETER
                         I think I'm gonna throw up.

                                   EDDIE
                         Not a nature fan?

                                   PETER
                         No really. I'm gonna throw up!

               Peter breaks and runs towards the school.

               Off the others' confused reactions:

               INT. MIDTOWN HIGH - HALLWAY

               Peter bursts through the door, his hand over his mouth. He
               passes another student - BOBBY - on his way.

                                   BOBBY
                         Whoa, Peter! You okay?

               Peter shakes his head emphatically as he runs past.

               INT. MIDTOWN HIGH - BATHROOM - CONTINUOUS

               ANGLE ON A DRIPPING WATER FAUCET

               Peter BURSTS in and heads straight for a stall. We hear him
               throwing up and switch FOCUS to him as he comes out.

               He makes his way slowly to the mirror and looks at himself.

               He's pale, with dark circles under his eyes, to go along with
               the bruises. He splashes some water on his face just as --

               His SENSE kicks in.

               Peter quickly spins around, scanning the room. He finds
               nothing. After a moment, everything goes back to normal.

               INT. MIDTOWN HIGH - HALLWAY - MEANWHILE

               Eddie runs up next to Bobby.

                                   EDDIE
                         You seen Pete?

               Bobby thumbs towards the bathroom. Gwen and Mary Jane come
               running up next to them.

                                   EDDIE
                         Gonna give him second to exorcise
                         the demon.

               INT. MIDTOWN HIGH - BATHROOM

               Peter winces as his sense begins to fade. He punches the
               metal towel dispenser, knocking it off the wall. 

               With amazing speed, Eddie rushes in.

                                   EDDIE
                         Pete! You okay man?

               Peter looks over at Eddie. His eyes have glazed over.

               He collapses backwards, slamming his head into the wall,
               leaving a small crater and a spot of blood sliding down as he
               falls to the floor, unconscious.

                                   EDDIE
                         Pete!

               Eddie rushes over to him. Soon, Bobby, Gwen, and Mary Jane
               enter and react as they see Peter collapsed, and at the sight
               of the blood trickling down the wall.

                                   EDDIE
                         Bobby, go get some help!

               Bobby exits quickly.

                                   EDDIE
                         Come on, Pete! Wake up, man!

               Mary Jane takes a few steps closer, deeply concerned. Behind
               her, a few other STUDENTS have gathered to see what's going
               on. Bobby returns, along with Wally, who rushes to Peter.

                                   WALLY
                         What happened?

               PAN UP towards a small window over one of the stalls.

               EXT. MIDTOWN HIGH - SKY ABOVE

               High above the school, a small metallic drone spins quietly.

               It turns to one side and we can make out an emblem on the
               side. Though no text is present, there's no doubt.

               It's the emblem of S.H.I.E.L.D.

                                                              FADE OUT.



                                    END OF TEASER
                                       ACT ONE

                                                               FADE IN:

               PETER'S P.O.V.

               Gradually, the room fades into view.

               INT. MIDTOWN HIGH - NURSE'S OFFICE

               Peter lies on a small bed, surrounded by Mary Jane, Eddie,
               Gwen, and the SCHOOL NURSE, a woman in her 40's.

               He sits up slowly, rubbing the back of his head.

                                   PETER
                         What happened?

               The nurse approaches, a clipboard in hand.

                                   NURSE
                         You collapsed. Took a nasty fall
                         too. How's your head feeling?

                                   PETER
                         Like I ran into a brick wall.

                                   GWEN
                         Are you okay?

                                   PETER
                         I... think so. I mean, it hurts,
                         but I'll live.

                                   EDDIE
                         Dude, what happened?

                                   PETER
                         I have no idea. The last thing I
                         remember is throwing up, then...
                         I'm waking up here.

                                   NURSE
                         Are you taking any medications?
                         Any... recreational drugs?

                                   PETER
                         No.

               The nurse eyes him suspiciously

                                   NURSE
                         You know, this is no time to be
                         keeping things to yourself.

                                   PETER
                         I'm not on drugs.

                                   NURSE
                         Fair enough. Have you been sleeping
                         okay?

                                   PETER
                         Depends on your definition of okay.
                             (off her look)
                         Not exactly.

                                   NURSE
                         Any reason for this?

                                   PETER
                         I wish I knew. I try to sleep, but
                         when my head hits the pillow, it's
                         like my mind starts racing.

                                   NURSE
                         That's not uncommon for someone
                         your age, but you might want to see
                         a doctor. Your aunt's on her way to
                         pick you up now. I'm going to
                         suggest she make an appointment.

               The nurse exits. Mary Jane leans in closer to the bed.

                                   MARY JANE
                         Are you sure you're okay? You
                         really had us worried back there.

                                   EDDIE
                         Seriously, bro. You gotta take it
                         easy.

                                   PETER
                         Easy for you to say.

               The nurse returns. She motions toward the others.

                                   NURSE
                         Alright, you three should get back
                         to class. Everything's fine here.

               Mary Jane leans in and gives him a quick kiss on the cheek.

                                   MARY JANE
                         Get some rest, Tiger.

               Eddie gives Peter a pat on the shoulder.

                                   EDDIE
                         Feel better, bro.

               Peter smiles weakly.

                                   PETER
                         See you guys.

               Everyone exits, leaving Peter alone.

               He lies back onto the bed. His SENSE kicks in. He jolts up,
               looking around in a panic. Once again, nothing's there.

               He lets out a loud, frustrated sigh.

               INT. MIDTOWN HIGH - HALLWAY - OUTSIDE NURSE'S OFFICE

               Mary Jane studies the BULLETIN BOARD intently. Her focus
               seems to be on a small yellow flyer reading HELP WANTED.

                                   EDDIE
                         Hey, red, you coming?

               She quickly looks back at Eddie and Gwen.

                                   MARY JANE
                         Coming.

               She tears the flyer down, and stuffs it into her pocket.

                                                               FADE TO:

               EXT. OCEAN - S.H.I.E.L.D. CARRIER - MORNING

               We finds ourselves out at sea, with not even a hint of land
               nearby. Before us is the massive S.H.I.E.L.D. CARRIER.

               The carrier is huge in every way imaginable. It's base is
               massive, and it extends dozens of stories into the sky,
               topped with a glass-enclosed command center.

               Scattered about the deck are several AIRCRAFT, along with
               similarly designed SEACRAFT and dozens of SUVs.

               INT. S.H.I.E.L.D. CARRIER - COMMAND CENTER

               Looking out onto the sea, we find NICK FURY. He wears his
               usual combination of black, and smokes a cigar.

               Clearly, he's in his element here.

               A pair of doors part to reveal MAJOR TREST.

                                   FURY
                         I hope you've got some good news.

                                   TREST
                         We've narrowed the search to a few
                         square miles in Queens.

               Fury turns to face him.

                                   FURY
                         Is that the best we can do?

                                   TREST
                         At the moment, yes, but there is
                         one common area of activity.

               Trest hands Fury a photo.

               Fury looks at it, and we see that it's the same photo from
               the previous episode. The photo of Midtown High.

                                   TREST
                         I think it's clear we're dealing
                         with a student. None of the faculty
                         members match his physical traits.

                                   FURY
                         This is going to be one hell of a
                         mess.

                                   TREST
                         What are you suggesting, Colonel?

                                   FURY
                         We know where he is. We need to act
                         now.

                                   TREST
                         By taking over a public high school
                         in the middle of Queens?

                                   FURY
                         It's not the safest option, but if
                         we wait for him to reveal himself
                         to us it could take weeks.

                                   TREST
                         He'll slip up. Eventually.

                                   FURY
                         He will, but will we be there when
                         he does? We're wasting time here.
                         What if he's about to graduate?

                                   TREST
                         With all due respect, sir,
                         continued surveillance seems to be
                         the safest option at this point.
                         See if we can nail down his
                         movement patterns.

                                   FURY
                         Time table?

                                   TREST
                         Best estimates say at least another
                         three to six weeks. General Lee...

                                   FURY
                         Is becoming a pain in my ass. We
                         operate autonomously and still have
                         to deal with his garbage?

                                   TREST
                         There are other options.

               Fury doesn't respond.

                                   TREST
                         We can try to track him through the
                         city. Intel has him out every
                         night. We can try tracking him...

                                   FURY
                         Do you have kids, Major?

                                   TREST
                         Sir?

                                   FURY
                         Miniature humans.

                                   TREST
                         No, sir.

                                   FURY
                         If we were half as good at keeping
                         our secrets as they are, we'd have
                         no need for containment teams.
                             (beat)
                         Teenagers especially. They're
                         expert liars. They keep secrets
                         from their parents, from each
                         other. It's what they live for.

               Trest is at a loss. Fury looks him in the eye.

                                   FURY
                         We have to enter the belly of the
                         beast.

                                   TREST
                         Permission to speak freely?

               Fury doesn't respond. Trest takes that as his sign.

                                   TREST
                         Washington's going to eat us alive
                         if we do this. The PR will be... 

                                   FURY
                         If thirty years of this has taught
                         me anything, Major, it's that
                         sometimes you have to take risks.
                             (beat)
                         Especially when your back's against
                         the wall like ours is now. I'm not
                         going to let some kid in a bad
                         Halloween costume beat me.

               Trest waits for a moment, then nods.

                                   TREST
                         If those are your orders.

                                   FURY
                         Prep the operation.

               Trest salutes and walks away.

               Fury turns back to the ocean and lights up a cigar.

               EXT. MIDTOWN HIGH - PARKING LOT - DAY

               Peter and MAY exit the school, heading for her car.

                                   MAY
                         I'll call Doctor Bennett when we
                         get home. See if he has any
                         openings this afternoon.

               Peter sighs.

                                   PETER
                         It's fine. I don't need to see a
                         doctor.

                                   MAY
                         You collapsed, Peter. Now unless
                         there's something you're not
                         telling me about why you collapsed,
                         I'd say that's a pretty good reason
                         to see a doctor.

                                   PETER
                         I'm just tired. It's no big deal.
                         I'll be fine.

               They reach the car. May walks around to the driver's side,
               while Peter slowly tosses his bag into the back seat.

               INT. MAY'S CAR - CONTINUOUS

               The two settle in, but May makes no move to start the car.
               She stares over at Peter, who looks away.

                                   MAY
                         Is there something you want to tell
                         me?

                                   PETER
                         Like what?

                                   MAY
                         I don't know, you tell me. We
                         barely speak anymore. You come home
                         at all hours of the night, after
                         you claim to have been studying
                         with Mary Jane, but your grades are
                         lower than they've ever been. Not
                         to mention all these strange cuts
                         and bruises that seem to come out
                         of nowhere.
                             (beat, shakes head)
                         If I didn't know better, I'd say...

               Peter quickly turns back to her.

                                   PETER
                         I know what you'd say, and no, I'm
                         not on drugs.

                                   MAY
                         I certainly hope not, but if it's
                         not that, then what? I live in the
                         same house with you and I don't
                         even know who you are anymore.

                                   PETER
                         It's nothing, Aunt May. I don't get
                         it, I thought you'd be happy that
                         I'm not locked up in my room all
                         the time. You've been nagging me
                         about it for years.

                                   MAY
                         I am happy, Peter. I really am, but
                         I'm also worried. I don't know what
                         it is you're out there doing all
                         the time and it scares me.

                                   PETER
                         Don't be. There's nothing to worry
                         about. I'm just busy doing...
                         things. Homework, hanging out with
                         MJ and Gwen. Eddie. Helping out
                         Robbie. Believe me, I haven't run
                         off and joined the pro wrestling
                         circuit behind your back.

               May grins.

                                   MAY
                         Well that's good to know.
                             (beat)
                         Peter, I know things have been
                         rough lately and we haven't had a
                         chance to sit down and really talk,
                         but I hope you know... if you ever
                         need to, I'm always here.

               Peter nods quietly.

                                   PETER
                         I know.

               May reaches over and hugs him.

                                   MAY
                         I love you.

                                   PETER
                         I love you, too.

               They pull away and Peter rests his head against the back of
               his seat. May starts the car and they pull away.

               EXT. MIDTOWN HIGH - PARKING LOT

               The car starts and pulls away. Just as it leaves the lot,
               several BLACK VANS pull up, lead by a BLACK SUV.

               The passenger side door opens, and Fury steps out.

               He looks ahead at the school.

               INT. MIDTOWN HIGH - OFFICE

               Fury, Trest, and several S.H.I.E.L.D. AGENTS have gathered
               across from the main desk. Wally enters, a large fishing net
               hanging over his shoulder. Trest raises an eyebrow.

                                   WALLY
                         What can I do for you gentlemen?

               Fury pulls out a badge.

                                   FURY
                         I'm agent Frank Wyche, D.E.A. This
                         is agent Sartz. We have reason to
                         believe a drug dealer we've been
                         trailing for the last year is a
                         student at this school.

                                   WALLY
                         I see. So... what can I do for you
                         gentlemen?

               Fury looks back at Trest, annoyed.

                                   FURY
                         We're going to need to speak with a
                         few students. Male students.

                                   WALLY
                         Well that's all well and good, but
                         is the gun really necessary?

               Fury stares at him.

                                   FURY
                         I beg your pardon?

                                   WALLY
                         Yeah, the gun there in your coat.

               Fury reaches into his coat and pulls out a gun.

                                   FURY
                         Let me guess, X-ray vision?

                                   WALLY
                         Drugs. Guns. Cops. It all goes
                         together, you know?

               They stand there for an awkward beat.

                                   WALLY
                             (re: gun)
                         I'll be needing that.

               Fury shakes his head, sighs.

                                   FURY
                         Very well.

               He slams his gun down onto the desk.

                                   WALLY
                         And the others. Knives, too.

               Trest laughs quietly behind Fury's back. Fury turns back and
               glares at him. Trest stops, covering his mouth.

                                   FURY
                         Do it.

               Trest and the other agents take out their guns as well. Many
               of them have multiple weapons. Before long, the desk is
               covered with guns and knives.

                                   WALLY
                         Now I'll just need to see some ID.

                                   FURY
                         Mister Bartlett, we can provide you
                         with all the ID you need.

                                   WALLY
                         Right this way, then.

               They all exit. A moment later, the RECEPTIONIST returns to
               the office, reading a romance novel and humming a song. She
               looks up briefly and her eyes widen at the sight of the guns.

                                   WALLY (O.S.)
                         Take care of those, Cindy!

               Off her horrified reaction:

                                                               FADE TO:

               INT. MIDTOWN HIGH - GYM

               The GIRLS PE CLASS has gathered, with the BOYS CLASS on the
               opposite side of the gym. Mary Jane sits on the bottom of the
               bleachers, reading the help wanted flyer from before.

                                   GWEN (O.S.)
                         Whatcha got there?

               Mary Jane quickly stuffs it back into her pocket.

                                   MARY JANE
                         What? Oh, nothing.

               Gwen raises an eyebrow.

                                   GWEN
                         Didn't look like nothing.

                                   MARY JANE
                         Just something I picked up.

                                   GWEN
                         You're looking for a job?

               Mary Jane sighs.

                                   MARY JANE
                         I've been thinking about it.

                                   GWEN
                         Um... no offense, but why would you
                         want to do that?

                                   MARY JANE
                         It's a long story.
                             (beat)
                         A long, broke story.

               Mary Jane fishes the flyer back out. Gwen takes it.

                                   GWEN
                         Movie house? That place is dead.
                             (then)
                         Have you tried Dante's? They can't
                         seem to keep a waitress to save
                         their life.

                                   MARY JANE
                         I heard the owner's a jerk.

                                   GWEN
                         Get used to it. Most bosses are. I
                         remember last summer...

               Before she can finish, the gym doors BURST open.

               Soon, the gym is flooded with a dozen S.H.I.E.L.D. AGENTS.
               Fury and Trest enter behind them.

                                   FURY
                         Major.

               Trest grabs a megaphone from one of the agents.

                                   TREST
                         Good morning, ladies and gentlemen.
                         My name is Agent Sartz. My
                         associates and I work for the
                         United States Drug Enforcement
                         Agency. It's come to our attention
                         that some of you fine gentlemen may
                         be involved in some not so fine off
                         campus activities. Therefore, we're
                         going to ask that all male students
                         between five foot six and five foot
                         eight, between one hundred forty
                         five and one hundred sixty pounds,
                         remain here. The rest of you are
                         free to continue.
                             (beat, smiles)
                         Outside.

               The girls class begins to exit, along with many of the male
               students. Mary Jane and Gwen appear completely baffled.

               The GIRL'S COACH turns back to them.

                                   GIRL'S COACH
                         Coming, ladies?

               They look at each others, unsure, then follow the others.

               Across the gym, Fury watches on as the male students of the
               correct height and weight are gathered along the far wall.

               Off his stoic expression:

                                                              FADE OUT.



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:

               INT. DAILY BUGLE - MAIN FLOOR

               Buzzing with activity as always. Sitting at his very small
               desk is ROBBIE ROBERTSON. He has the phone pressed to his
               ear, and is surrounded by files and folders.

               His arm remains in a sling, the effects of the previous
               episode still lingering, though it seems to be more of an
               inconvenience at this point than a serious source of pain.

                                   ROBBIE
                         Minor traffic violation? That's it?
                             (listens, frowns)
                         Something's not right with this
                         guy, Enrique. It doesn't add up.
                             (beat, sighs)
                         Alright, well Let me know if you
                         get anything. Alright, bye.

               He hangs up the phone, disappointed.

                                   BETTY (O.S.)
                         Still working on that Fisk thing?

               BETTY BRANT walks into frame.

                                   ROBBIE
                         Trying to. Whatever this guy's
                         story is, he's got a good front.

                                   BETTY
                         Ever consider that you're chasing a
                         ghost here? I'm sure he's got a few
                         skeletons in the closet, but that
                         doesn't make him a crime lord.

                                   ROBBIE
                         I don't know, Betty. I just got a
                         feeling about this guy. One of his
                         employee's gets dragged out of the
                         Hudson, and six hours later his kid
                         brother is lying on Fisk's office
                         floor, dead? Then the body
                         disappears from the morgue? It's
                         too much. This guy's into something
                         serious, and I'm going to find out
                         what it is.

               Betty sits down on his desk.

                                   BETTY
                         Are you sure that's safe? I mean,
                         if the guy's as bad as you say he
                         is, he's probably not someone you
                         need to be snooping around.

               Robbie smiles sarcastically.

                                   ROBBIE
                         Welcome to journalism.

                                   BETTY
                             (smirk)
                         Speak for yourself, I'm just the
                         secretary, remember?
                             (beat, more serious)
                         Really, though, be careful, okay?
                         I'm still not sure I buy your
                         Kingpin theory, but you should
                         watch yourself, alright?

               Robbie smiles.

                                   ROBBIE
                         Don't worry, I'll be fine.

                                   JONAH (O.S.)
                         Miss Brant!

               Betty cringes.

                                   BETTY
                         Lunch time. Lucky me.

               Robbie smiles as she walks away. He picks up one of the files
               and studies it. A CLOSE UP reveals that it's a FINANCIAL
               REPORT on Fisk Enterprises.

               Robbie tosses it back onto the desk in frustration.
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Script created with Final Draft by Final Draft, Inc.