106
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               INT. MIDTOWN HIGH - GYM

               The male students are lined up, as several S.H.I.E.L.D.
               agents busy themselves taking swabs from inside their mouths.

               Amongst all this we find Eddie, lined up along with several
               other students. He looks around at the others.

                                   EDDIE
                         Why do I feel like a criminal?

                                   FURY (O.S.)
                         Maybe you are.

               Eddie looks back as Fury approaches.

                                   EDDIE
                         Look, cyclops, I'm just passing
                         through. I'm not with these peeps.

               He starts to walk away, but two AGENTS step into his path.

                                   FURY
                         You look like you are.

                                   EDDIE
                         And you look like you're
                         constipated. You should get that
                         checked out, dude.

               Fury looks back at Trest, who shrugs.

                                   FURY
                         What's your name?

                                   EDDIE
                         Marty. Marty McFly.

               Fury scowls.

                                   FURY
                         Age?

                                   EDDIE
                         Four.

               A few of the boys laugh. Fury gives him a dirty look.

                                   EDDIE
                         Okay, okay!
                             (quickly)
                         Four and a half.

                                   FURY
                         Work out much?

                                   EDDIE
                         Only with my right arm.

               The other students continue to laugh.

                                   FURY
                         Do much... swinging?

                                   EDDIE
                         Dude! That's personal.

               Fury sighs and rubs his temples.

                                   FURY
                         This is going nowhere.

               He nods at an agent, who approaches Eddie with a cotton swab.

                                   FURY
                         Open w...

                                   VOICE (O.S.)
                         What is going on here?

               Fury stops, and silently curses at the sound of the voice.
               GENERAL LEE approaches him, clearly not pleased.

                                   GENERAL LEE
                         What the hell is going on here?

               Fury doesn't turn around. He's still glaring at Eddie.

                                   EDDIE
                         I think the Quaker Oats guy wants
                         to talk.

               Fury gives him one final dirty look, then turns to face
               General Lee. They walk away from the line of students, to a
               spot near the door where they can't be heard.

                                   GENERAL LEE
                         What is this, Fury?

                                   FURY
                         We're in the middle of an
                         operation, General. An operation
                         you ordered us to carry out.

                                   GENERAL LEE
                         I ordered surveillance, not an
                         illegal search of a public high
                         school! Do you have any idea how
                         much trouble you've caused?

               Fury doesn't back down, getting right up in Lee's face.

                                   FURY
                         Your surveillance was getting us
                         nowhere. You do want to catch this
                         kid, don't you?

                                   GENERAL LEE
                         There are at least three dozen
                         pissed off parents outside
                         protesting this little stunt of
                         yours. The D.E.A. is denying all of
                         it, because they don't have a clue
                         what the hell's going on! Not to
                         mention that half-cocked principal
                         showing off your guns to the
                         photographers outside!

                                   FURY
                         If it were up to me, General, we'd
                         have handled this whole situation
                         differently, and you know it.

                                   GENERAL LEE
                         If it were up to you, you'd have
                         half the city poked and prodded on
                         prime time national TV. This ends.
                         Now. Clear your people out of here.

                                   FURY
                         We're not finished yet.

                                   GENERAL LEE
                         You are, and as soon as we can come
                         up with a half-decent cover story
                         for this little stunt of yours,
                         your ass is in line for demotion.

               An AGENT approaches them, sees Lee and salutes.

                                   AGENT
                         General.

                                   GENERAL LEE
                             (glares at Fury)
                         At ease.

               The agent turns to Fury.

                                   AGENT
                         That's everyone, sir.

               Fury glares right back at Lee.

                                   FURY
                         Load everything up. We're done
                         here.

               Fury walks away, leaving a pissed-off Lee behind.

               INT. MIDTOWN HIGH - CAFETERIA

               The cafeteria is abuzz with the general bustle of lunch, and
               speculation on what's going on in the gym.

               Mary Jane and Gwen sit, eating their lunches. A long stream
               of S.H.I.E.L.D. agents can be seen exiting the nearby gym.

                                   MARY JANE
                         Something is definitely up with
                         these guys.

                                   GWEN
                         You think?

                                   MARY JANE
                         It just seems like there's
                         something more to it, you know? I
                         mean, the D.E.A.? Just seems kinda
                         extreme.

                                   GWEN
                         Not to mention illegal.

                                   MARY JANE
                         That, too.

                                   GWEN
                         Who knows, it may be legal these
                         days. It's hard to tell anymore.

                                   MARY JANE
                         Just seems a little over the top
                         for a drug investigation.

               The girls are joined by Bobby (from the teaser) who takes a
               seat, keeping an eye on the agents outside.

                                   MARY JANE
                         Hey, Bobby. Survive the lockdown?

                                   BOBBY
                         Apparently I didn't fit their
                         "physical parameters."

                                   GWEN
                         Sounds like a sweet deal.

                                   BOBBY
                         Yeah, I talked to Sarah's brother.
                         He said it was pretty hardcore.

                                   MARY JANE
                         Speaking of Sarah, I thought you
                         two were attached at the hip?

                                   BOBBY
                         Her mom came and took her home. A
                         lot of parents are pretty pissed
                         off. Teachers, too. I heard Miss
                         Saunders bitching about it to one
                         of the coaches. It's pretty messed
                         up, if you ask me.

                                   INDY (O.S.)
                         Know any freaks?

               They're joined by INDY and LIZ ALLEN.

                                   GWEN
                         Um... what?

                                   LIZ
                         Here we go.

                                   INDY
                         You know I'm right!

                                   MARY JANE
                         Right about what?

                                   INDY
                         There is seriously no way it was
                         just drugs these guys were after!

                                   GWEN
                         Don't you guys think you're reading
                         a little too much into this?

                                   INDY
                         Gwen, no offence, honey, but have
                         you been living under a rock?

                                   GWEN
                         A boulder, apparently.

               Indy leans in closer, and with a whisper:

                                   INDY
                         If you ask me, they weren't trying
                         to find a drug dealer.
                             (beat, looks around)
                         They were looking for mutants.

               Off the reactions:

               INT. PARKER HOME - PETER'S ROOM

               Peter lies on his bed, looking exhausted. The phone rings.

               ANGLE ON THE RINGING PHONE

               As a strand of WEBBING sprays it, pulling it into:

               PETER'S HAND.

               BACK TO Peter, as he tosses the shooter away and answers:

                                   PETER
                         Hello?

                                   ROBBIE
                             (filtered through phone)
                         Still among the living?

                                   PETER
                         Robbie, hey. Barely.

                                   ROBBIE
                         I heard what happened. What's up?

                                   PETER
                         I wish I knew. I have no idea
                         what's going on. It's really
                         starting to scare me.

                                   ROBBIE
                         It's that bad?

                                   PETER
                         I think I'm going crazy. I hear
                         things that aren't there, see
                         things that aren't possible. It's
                         starting to freak me out.

               EXT. EMPIRE STATE UNIVERSITY - SIDEWALK

               Robbie walks briskly down the sidewalk, his cell phone
               pressed to his ear. He looks around, checking to see that
               nobody's listening in as he walks.

                                   ROBBIE
                         Well, these abilities are still
                         pretty new to you. Maybe this is
                         something else developing?

                                   PETER
                         Just my luck. Clark Kent gets to
                         fly, and what do I get?
                         Headaches and barf bags.
                             (beat)
                         I don't know. It's just...

               Peter pauses.

                                   ROBBIE
                         It's just what?

               INT. PARKER HOME - PETER'S ROOM

               Peter sighs.

                                   PETER
                         I can't help but feeling like
                         there's something more to this.
                         Something right in front of me...

                                                                CUT TO:

               EXT. QUEENS - FOREST HILLS - SKY ABOVE - CONTINUOUS

                                   PETER (O.S.)
                         Something I'm not seeing.

               An aerial view of the neighborhood, seen from several hundred
               feet up. The familiar silver DRONE spins into view, stopping
               to take several photographs of the surrounding area.

                                                               BACK TO:

               INT. PARKER HOME - PETER'S ROOM

               As before.

                                   ROBBIE
                         Well, if that's true, you'd better
                         keep your eyes open.

                                   PETER
                         Something tells me that won't be a
                         problem anytime soon.
                             (then)
                         How's your investigation going?

               INTERCUT BETWEEN PETER AND ROBBIE

                                   ROBBIE
                         It's not. From the looks of things,
                         Fisk has more in common with Mr.
                         Clean than their hair style. I'm
                         starting to wonder if I've been
                         wrong about this guy all along.

                                   PETER
                         I saw what happened to Alex, up
                         close and personal. Something was
                         definitely up with that...
                             (yawns)
                         Situation.

                                   ROBBIE
                         Don't worry. He's got his secrets
                         buried somewhere. I've just gotta
                         find the right place to start
                         digging.

               Silence on Peter's end.

                                   ROBBIE
                         Pete?
                             (nothing)
                         Pete, you there?

               He glances down at his phone. It's still connected.

               INT. PARKER HOME - PETER'S ROOM

               Peter lies in his bed, now fast asleep.

               INT. WATSON RESIDENCE - LIVING ROOM

               Mary Jane enters through the front door, dropping her
               backpack on the floor. She looks around.

                                   MARY JANE
                             (yelling)
                         Anybody home?

               No response.

               She pauses briefly, then pulls out the helped wanted flyer.

               INT. WATSON RESIDENCE - KITCHEN - CONTINUOUS

               Mary Jane enters and grabs the phone, dialing the number from
               the ad. It begins to ring as we hear the front door open.

                                   VOICE
                             (filtered)
                         Movie House...

               Mary Jane panics, quickly ending the call. Craig enters.

                                   CRAIG
                         Oh. Hey, honey.

                                   MARY JANE
                         Hey.

                                   CRAIG
                         What's going on?

                                   MARY JANE
                         Oh, nothing. Just... hanging out.

               Craig raises an eyebrow.

                                   CRAIG
                         Okay. Well... have fun?

               Mary Jane smiles.

                                   MARY JANE
                         Actually, I've got a ton of
                         homework to do, so I'm just gonna
                         go... do that. Okay?

                                   CRAIG
                         Is everything okay?

                                   MARY JANE
                         Oh, yeah. I'm just... busy.

               She turns to exit, but the flyer slips out of her pocket,
               landing on the floor. She quickly tries to pick it up, but
               Craig beats her to it, snatching it up.

                                   CRAIG
                         What's this? Help wanted?

               Mary Jane hangs her head low.

                                   MARY JANE
                         I know what you're going to say,
                         but I was sorta thinking that...
                         maybe it's time I... get a... job?

                                   CRAIG
                         Honey, you know how I feel about
                         you working, especially during the
                         school year. You need to focus on
                         your grades, on your art.

                                   MARY JANE
                         I'm sixteen dad! I can handle it!
                         Besides, I thought...

               She trails off.

                                   CRAIG
                         You thought what?

                                   MARY JANE
                         Well... don't you think it would
                         help you and mom if I was bringing
                         in some money, too?

               Craig lets out a troubled sigh.

                                   CRAIG
                         Look, I appreciate what you're
                         trying to do here, MJ. I really do,
                         but you shouldn't worry about that
                         right now. That's my job, it's your
                         mother's job, not yours.

                                   MARY JANE
                         But...

                                   CRAIG
                         No buts. Look, if you want to get a
                         summer job, then fine, but you
                         don't need the pressure of work and
                         school. There's plenty of time for
                         that once you start college.

                                   MARY JANE
                         It's not like I'd be working during
                         school. It's only a few hours a
                         week. Why won't you let me do this?

                                   CRAIG
                         Look, we've been through this. If
                         you need money, all you have to do
                         is ask. I know things have been a
                         little tight around here lately,
                         but I'd take a case representing
                         Satan himself before I'd force you
                         to go out and work for this family.

                                   MARY JANE
                         The only thing you're forcing me to
                         do is walk around broke all the
                         time! This doesn't have anything to
                         do with you or mom. Why can't you
                         see that?

               This clearly bothers Craig.

                                   CRAIG
                         Honey, you just need to trust me
                         here, okay? Can you do that?
                         The last thing you need is a job to
                         worry about on top of school. 

               Mary Jane crosses her arms, not pleased.

                                   MARY JANE
                         Alright. Whatever. You win.

               She storms out of the room in a huff.

                                   CRAIG
                             (calls out)
                         You understand this! I know you do!

                                   MARY JANE (O.S.)
                         Whatever.

               Off a frustrated Craig:

                                                               FADE TO:

               INT. PARKER HOME - PETER'S ROOM

               Peter lies on his bed, apparently sleeping.

                                   EDDIE (O.S.)
                         He's dead.

                                   GWEN (O.S.)
                             (loud whisper)
                         Shut up! You're gonna wake him!

               With his eyes still closed:

                                   PETER
                         I already am.

                                   EDDIE
                         Just what we need. Zombies.

               Gwen slaps him in the back of the head.

                                   GWEN
                             (to Peter)
                         You haven't slept?

                                   PETER
                         Got a few minutes in, yeah.

                                   GWEN
                         Lame.

                                   EDDIE
                         You shoulda stuck around, bro. You
                         missed all the action.

                                   PETER
                         Action? At Midtown?

                                   GWEN
                         You should have seen it. There were
                         these cops in weird looking suits
                         everywhere. Said they were looking
                         for drug dealers or something. The
                         news was there after school.

                                   PETER
                         Weird cops?

                                   EDDIE
                         D.E.A. or something. I was there,
                         dude, believe me, be glad you
                         didn't have to get a cotton swab
                         jammed down your throat. That's an
                         invasion of my personal space!

                                   PETER
                         Hang on, there were cops at our
                         school and they were taking saliva
                         samples?

                                   EDDIE
                         More like tonsil samples.

                                   PETER
                         You're serious?

                                   GWEN
                         You left before things got
                         interesting.

                                   PETER
                         Over a drug dealer?

                                   GWEN
                         Yeah, but everyone knows that's a
                         load of crap.

                                   PETER
                             (alarmed)
                         They do?

                                   GWEN
                         Indy thinks they were looking for
                         mutants.

                                   PETER
                         Since when did you start listening
                         to what Indy has to say?

                                   GWEN
                         Since what she said actually makes
                         sense for once.

                                   EDDIE
                         Yeah, she's right, bro. Something
                         was definitely up with these guys.

                                   GWEN
                         Can you imagine what would happen
                         if they did find one?

               Eddie grins.

                                   EDDIE
                         I can just see it now!

               He holds up his hands and draws them apart, banner-style.

                                   EDDIE
                         Mutants at Midtown! News at eleven!

               Gwen and Eddie both laugh, but Peter only slightly.

               Off his concerned face:

                                                               FADE TO:

               EXT. OPEN SEA - S.H.I.E.L.D. CARRIER - NIGHT

               Night has fallen, but the carrier remains as it was.

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

               Fury and Trest stride into the room, where they find DOCTOR
               MORLEY (from 1.03) already seated.

                                   FURY
                         You said you had news?

               Morley hands Trest a manila folder.

                                   MORLEY
                         We tested seventy two students in
                         that gymnasium, and not one turned
                         out to be anything more than
                         normal. I'm sorry, I wish I had
                         better news.

               Fury slams his fist down onto the table.

                                   FURY
                         I should've known.

                                   TREST
                         Are you absolutely positive?

                                   MORLEY
                         I checked all the results twice.

                                   TREST
                         He must have been absent. I mean,
                         that has to be it. We knew it was a
                         risk, we can...

                                   FURY
                         It doesn't matter. We can't go
                         back.

                                   TREST
                         We can contact them individually...

                                   FURY
                         We've already ruffled enough
                         feathers. Stirring up more trouble
                         at Midtown isn't the answer.

                                   TREST
                         Then what?

               Fury ponders this for a moment.

                                   FURY
                         Prep a chopper. I need to be in
                         Washington. Now.

               Trest is confused, but does what he's told.

               Off Fury's glare:

                                                              FADE OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               EXT. PARKER HOME - NIGHT

               Exterior shot of the Parker home.

                                   MARY JANE (O.S.)
                             (filtered; through phone)
                         Feeling better?

               INT. PARKER HOME - PETER'S ROOM

               Peter sits at his desk, the phone to his ear.

                                   PETER
                         A little, yeah. No more cracked
                         tiles at least.

                                   MARY JANE
                         Well, that's good.
                             (beat)
                         Look, I just wanted to call and say
                         I'm sorry.

                                   PETER
                         Sorry?

                                                         INTERCUT WITH:

               INT. WATSON HOME - MARY JANE'S ROOM

               Mary Jane lies on her stomach, on her bed.

                                   MARY JANE
                         I completely ditched Gwen and Eddie
                         this afternoon. They said they were
                         going to check on you, but I had
                         some stuff to take care of at home.

                                   PETER
                             (filtered)
                         You didn't miss much.

                                   MARY JANE
                         I still should have been there.

                                   PETER
                         You don't have to apologize. It's
                         cool. It's not like I'm in the
                         hospital or anything. Yet.
                             (beat)
                         Well, come to think of it, you did
                         miss Eddie's lecture on the
                         benefits of being a mutant.

                                   MARY JANE
                             (laughs)
                         On second thought, maybe I'm not so
                         sorry after all.

               INTERCUT BETWEEN PETER AND MARY JANE

                                   PETER
                         So what's going on? At home, I
                         mean?

                                   MARY JANE
                         Oh. Just... family stuff.

                                   PETER
                         Everything okay?

                                   MARY JANE
                         Oh yeah, it's fine. I'll probably
                         end up apologizing to my dad, but
                         it's no big deal.

                                   PETER
                         Doesn't sound that way.

                                   MARY JANE
                         Just an argument, that's all.

                                   PETER
                         Join the club. I think my aunt
                         thinks I'm on drugs.

                                   MARY JANE
                         Ouch.

                                   PETER
                         Honestly, I can't blame her after
                         today. The thought crossed my mind
                         once or twice.

                                   MARY JANE
                         You're feeling better though,
                         right?

                                   PETER
                         I've been better, but I should be
                         alright. Actually, I'm about to
                         crash. Maybe I can get more than a
                         few minutes in tonight.

                                   MARY JANE
                         Guess that's my cue.

                                   PETER
                         Sorry.

                                   MARY JANE
                         It's cool. It's getting about time
                         for that apology anyway.

                                   PETER
                         Good luck.

                                   MARY JANE
                         Thanks. 
                             (then)
                         Talk to you later.

                                   PETER
                         Later.

               Peter hangs up, and places the phone against his chest, as
               his gaze wanders through the room.

               He pulls up one of his web shooters. He toys with it for a
               moment, then looks across the room at his closet.

               Finally, he straps on the shooter.
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Script created with Final Draft by Final Draft, Inc.