107
Script created with Final Draft by Final Draft, Inc.

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                                       TEASER

                                                               FADE IN:

               INT. DAILY BUGLE - MAIN FLOOR

               Dozens of people are rushing about, screaming into phones,
               trying to figure out what the hell's going on.

               Among them is ROBBIE ROBERTSON.

               Robbie balances a tray with three cups of coffee in his good
               hand, and a couple photos in his mouth. A group of REPORTERS
               grab the coffee as Robbie proceeds into:

               INT. DAILY BUGLE - JONAH'S OFFICE

               Behind his desk, J. JONAH JAMESON is on the phone. Robbie
               enters and tosses the photos on his desk.

               He's about to leave before:

                                   JAMESON
                         Wait, you're not done.
                             (into the phone)
                         I don't care if he has a flat tire,
                         he can still walk can't he? Or does
                         he have a broken leg too?!
                             (listens)
                         Then tell him to get down there!

               Jonah slams down the phone.

                                   JAMESON
                         Whole God damned city's about to
                         riot, and we can't get a half
                         decent photographer to the scene.

               Jonah grabs the photos and lays them out to inspect.

                                   ROBBIE
                         You want me to go down there and
                         snap a few pictures?

                                   JAMESON
                         You're not on the pay-roll,
                         Roderick, which means you're not on
                         the insurance, which means if you
                         go down there and get hurt I have
                         to pay for it out of my pocket.

               Robbie looks at Jonah expectantly.

                                   ROBBIE
                         Was there something you wanted?

                                   JAMESON
                             (distracted)
                         Why would I want something?

               Robbie begins to leave.

                                   JAMESON
                         Where do you think you're going?

               Robbie turns back.

                                   JAMESON
                         Tell Betty to get Powell on the
                         phone. Get me a TV with some good
                         news, and for God's sake, get me
                         some better pictures!

               Robbie quickly exits.

               INT. DAILY BUGLE - MAIN FLOOR

               Robbie stops and looks at the TV. On it, amateur footage of
               the chopper firing the net at Spider-Man is being shown.

               Robbie cringes.

                                   ROBBIE
                             (low, to himself)
                         What did you get yourself into,
                         Pete?

                                                               FADE TO:

               A SANDWICH

               With a silver tray underneath and a Styrofoam cup nearby.

               INT. INTERROGATION ROOM

               PETER reaches up and takes the sandwich, looking suspicious.
               Across from him, NICK FURY sits calmly.

                                   FURY
                         If I wanted you dead I wouldn't
                         poison you. Too much of a mess.

               Peter doesn't look convinced. He pushes the sandwich aside.

                                   PETER
                         I'm not hungry.

                                   FURY
                         Suit yourself.

                                   PETER
                         What about my rights?

                                   FURY
                         Rights?

                                   PETER
                         Right to an attorney. Due process,
                         all that stuff.

               Fury sits up and rests his elbows on the table.

                                   FURY
                         You see, the problem is, the laws
                         don't apply to you. Not right now.
                         You're an unknown, and I am paid
                         very poorly to make sure that
                         unknowns become known very quickly.

                                   PETER
                         So, I'm not under arrest?

                                   FURY
                         It's a little more complicated than
                         that. You've broken several laws
                         over the past couple of months.
                         Damage to public and private
                         property, defacement of government
                         property, endangerment of innocent
                         civilians... shall I continue?

               Peter looks away.

                                   PETER
                         So... what now?

                                   FURY
                         Now we try this again. What's your
                         story?

                                   PETER
                         I'm not a big fan of twenty
                         questions. Can't we play Risk?

               Fury leans up into Peter's face.

                                   FURY
                         This is going to be as painless as
                         you want it to be. Trust me, kid, I
                         will get the information I want.
                         It's just a matter of how and how
                         long it takes.

               Peter looks Fury straight in the eye, a grim expression on
               his face. He hangs his head low.

                                   PETER
                             (after a beat)
                         I'm not a mutant.

               Fury reacts.

                                   FURY
                         What did you say?

                                   PETER
                         That's not how I got my abilities.

               Fury glares at him, not quite believing.

                                   FURY
                         Well then, do you want to tell me
                         what the hell makes you tick?

                                   PETER
                         This stuff's all new to me. It
                         didn't exactly come with a manual.

                                   FURY
                         If you're not a mutant, then...

                                   PETER
                         Can't we talk about sports or the
                         weather like normal people? How
                         'bout them Jets?
                             (off Fury's look)
                         Okay, bad example.
                             (then)
                         How 'bout that cold front coming
                         through? Global warming my...

               Fury slams his fist into the table.

                                   FURY 
                         I am not in the mood for games
                         right now, kid! I have a lot of
                         people who want to know who and
                         what you are. Now, I can hook you
                         up to all sorts of machines, drug
                         you, hell, I can even get a few
                         mind readers in here, but I'm
                         trying to give you a chance to
                         retain some dignity.
                         Now you will tell me what you are
                         and how you got your abilities, or
                         I will force the information out of
                         you! Either way I get what I want.
                             (beat)
                         You, on the other hand...

               Peter lets out a slight cough.

                                   PETER
                         First off, Orbit. Freshens while
                         cleaning.

               Fury jumps to his feet.

                                   PETER
                         Second off! It happened the first
                         week of school.

               Fury calms himself, re-taking his seat.

                                   FURY
                         Go on.

               Off an uncertain Peter:

                                                              FADE OUT.



                                    END OF TEASER
                                       ACT ONE

                                                               FADE IN:

               EXT. MANHATTAN - STREETS - NIGHT

               HUNDREDS OF PEOPLE have gathered. There are two visible sides
               being kept apart by police blockades. NEWS CREWS fill a gap
               between the barricades, which is around fifty feet wide.

               NEWS CHOPPERS buzz overhead as TRISH TILBY reports.

                                   TRISH
                         In the past hour, over three
                         hundred people have shown up to
                         either protest or show their
                         support for the arrest of Spider
                         Man. We have heard unconfirmed
                         reports that the Mayor has asked
                         for a status report from government
                         officials, and was denied.

               Trish continues as we MOVE THROUGH the crowd to GWEN and
               EDDIE. Gwen seems nervous, but Eddie is eating it up.

                                   GWEN
                         Do we have to keep going? It's
                         getting kinda crazy out here.

               Eddie turns back and smiles. He points at the cops.

                                   EDDIE
                         Look at all the cops, nothing's
                         going to happen. We'll be fine.

               They continue on. All around them, the two sides of the crowd
               continue to shout at one another. One side holds up signs in
               support of Spider-Man, the other, signs of the anti-mutant
               variety. Gwen stops, looking around nervously.

                                   GWEN
                         Maybe we should go.

               Eddie turns back to face her. He places a hand on each
               shoulder, and smiles down at her.

                                   EDDIE
                         You think I'm gonna let anything
                         happen to you?

               Gwen smiles, looks away shyly.

                                   EDDIE
                         We're fine. Come on, it's not far
                         from the front of the line.

                                   FLASH (O.S.)
                         Look who it is!

               FLASH THOMPSON and KENNY MCFARLANE push through the crowd
               towards them. Flash stops, looking around at the crowd.

                                   FLASH
                         Why the hell did I let you talk me
                         into this?

                                   KENNY
                         It's like Woodstock, dude!

                                   FLASH
                         Wood...? You need to get laid.

                                   EDDIE
                         Flash?

                                   FLASH
                         Unfortunately, yeah. Benchwarmer
                         here thought it'd be a good idea to
                         come down here and try to get on
                         the news. Nevermind the party we
                         were supposed to go to.

                                   EDDIE
                         Dude, this is a party!

                                   FLASH
                         I don't know about you, dude, but I
                         like my parties with hot chicks and
                         loads of alcohol.

               Suddenly, the crowd LURCHES forward, taking the four with it.
               Eddie nearly trips, but manages to keep his footing.

                                   EDDIE
                         Maybe we should back up some.

                                   GWEN
                         Ya' think?

               They begin to move toward the back of the crowd.

               Passing in front of them, two SUSPICIOUS FIGURES in hoodies
               stop a few feet from the barrier. One looks to the other.

                                   FIGURE 1
                         You ready to do this?

                                   FIGURE 2
                         Ready as I'll ever be.

               They turn and head deeper into the crowd.

               INT. SURVEILLANCE VAN

               The back door opens, and MAJOR TREST steps in. He's out of
               breath, and carries a pistol at his side. Already inside are
               THREE AGENTS, who keep track of the situation on monitors.

               The lead agent, BEASON, shuts the door behind Trest.

                                   TREST
                         It's getting ugly out there.

                                   BEASON
                         I don't get it.

                                   TREST
                         Speak up.

                                   BEASON
                         He's only been around for what,
                         three months? They hate and love
                         the guy. I don't get it.

                                   TREST
                         He's a mutant, and I guess they
                         don't like that. The others... I
                         guess they see a hero.

                                   BEASON
                         What about you?

                                   TREST
                         I see Fury putting a boot in my ass
                         if I let this get out of hand.

               Trest studies the various monitors carefully. Some display
               raw footage, while other have sophisticated read-outs.

                                   TREST
                         I want three containment teams
                         prepped and ready to move in ten.
                         Contact base, tell them to move
                         closer to land. Something tells me
                         we'll be needing backup before this
                         is all said and done.

                                   BEASON
                         Shouldn't we confirm that with
                         Colonel Fury?

                                   TREST
                         You wanna drag him out of his
                         interrogation?
                             (Beason pales)
                         That's what I thought.

               Trest looks back up at the monitor displaying the raw
               footage. The crowd is getting larger and more chaotic.

                                                               FADE TO:

               INT. PARKER HOME - LIVING ROOM

               MAY sits on the couch. The TV is on, but the volume is low.
               She looks ahead, at nothing in particular. She seems nervous.

               There's a faint knock on the front door. May stands, walks to
               the door, and opens it. MARY JANE is on the other side.

                                   MARY JANE
                         Any word?

               May shakes her head.

                                   MAY
                         Nothing.

                                   MARY JANE
                             (frowns)
                         Where could he be?

               Mary Jane steps inside.

                                   MAY
                         He's been acting so strange lately.
                         Sneaking off like this... It's just
                         not like him. I'm really starting
                         to worry. With everything that's
                         going on there's no telling...

                                   MARY JANE
                         You shouldn't worry. He's probably
                         at Robbie's, or...

                                   MAY
                         He's not. I already checked.
                         Robbie's working. Have you talked
                         to Gwen or Eddie?

                                   MARY JANE
                         She's not answering her phone for
                         some reason.

               May buries her head in her hands as she sits on the couch.

                                   MAY
                         I know I must seem overprotective
                         to you. I can't help it. I just...
                             (wipes away a tear)
                         I just don't know what I'd do if
                         something were to happen to him.

               Mary Jane takes a seat next to her.

                                   MARY JANE
                         I know you worry, it's your job to.
                         Nobody can blame you for that, but
                         I'm sure he's okay. We're probably
                         making way too big a deal out of
                         all this.

               May smiles down at Mary Jane.

                                   MAY 
                         You're such a strong one.

                                   MARY JANE
                             (grins)
                         I try.

               May smiles sadly. They hug, and as we see her face, Mary Jane
               doesn't look so convinced.

                                                               FADE TO:

               INT. INTERROGATION ROOM

               Fury strikes a match, preparing to light another cigar.

                                   PETER
                         I've been pretty cooperative. Could
                         you please not?
                             (off Fury's look)
                         Young lungs.

               Fury stifles the cigar and places it back into a silver tube.

                                   FURY
                         A field trip, you say? OsCorp?

                                   PETER
                         Spider bite.

               Fury mutters to himself.

                                   FURY
                         Osborn.

                                   PETER
                         What about him?

               Fury catches himself.

                                   FURY
                         We've had our eye on him for a
                         while.

                                   PETER
                         Why?

               Fury sighs and rubs his temples.

                                   FURY
                         That's classified.

                                   PETER
                         Surprise, surprise.

               Fury flips through the folder.

                                   FURY
                         Why are you doing this?

                                   PETER
                         Hey, you're the ones who went all
                         out of your way to snatch me up.

                                   FURY
                         I mean the ridiculous costume. The
                         swinging around. The publicity.

                                   PETER
                         The publicity I could do without.
                         The rest? It's a long story. And
                         besides, what else am I going to
                         do? Join the circus?

                                   FURY
                         What do you mean?

                                   PETER
                         I mean people deserve to benefit
                         from this. I could use my abilities
                         to get rich, famous, whatever, but
                         that's just not...
                             (beat, Peter grins)
                         Responsible. It's not me.

               Fury observes Peter curiously.

                                   FURY
                         I used to think that way.
                             (re: eye patch)
                         That was before this. I realized
                         the world was a much uglier place
                         than I had always thought.

               There is a moment of silence between the two.

                                   PETER
                         Takes losing something important to
                         wake you up, huh?

               Fury nods slightly.

               EXT. MANHATTAN - STREETS

               The situation has deteriorated very quickly. It appears to be
               near riot conditions. The wooden barricades are beginning to
               give way, and dozens of POLICE OFFICERS are there, trying to
               keep the peace. Clearly though, it's just about impossible.

               Gwen and Eddie run through the crowd, Eddie finally showing a
               hint of fear. Gwen looks like she's near panic.

                                   GWEN
                         Okay, seriously, this is starting
                         to get scary.

                                   EDDIE
                         Hey, it's not so bad...

                                   GWEN
                         Eddie!

               Eddie stops, looking back at her.

                                   EDDIE
                         Okay, so I screwed up. I'm sorry.
                         We just need to get outta here.

               A GLASS BOTTLE flies past, smashing into a nearby police car,
               and just missing Gwen's head along the way.

                                   GWEN
                         I think we better hurry.

               A moment later, ANOTHER BOTTLE flies past, headed in the
               opposite direction. Shouts erupt from both sides.

               FROM ABOVE

               The scene is even more chaotic. The barricades have broken,
               and the crowd has begun to spill out into the neutral area.
               The police are having no luck whatsoever holding them back.

               BACK TO SCENE as Eddie and Gwen fight the surging crowd.
               Eddie looks at her, and in his most serious tone yet:

                                   EDDIE
                         Gwen, I am so sorry. You were
                         right, I never should have...

                                   GWEN
                         Not that I don't appreciate it, but
                         now really isn't the time!

               She looks around, spotting a small break in the crowd.

                                   GWEN
                         Lets just get the hell out of here.

                                   EDDIE
                         Right behind you.

               They quickly make their way through the crowd, toward the
               opening. Eddie has to shove several people out of the way.

               Just as they reach the opening, a GUN SHOT echoes through the
               area. Everyone REACTS at the sound.

               Eddie looks ahead, then grabs Gwen by the arm.

                                   EDDIE
                         We need to hurry.

               They rush through the gap in the crowd, toward a nearby
               alley. Along the way they pass TWO MEN.

               As Gwen and Eddie run past, the men follow.

               INT. SURVEILLANCE VAN

               Trest and Beason watch the monitors, which display the raw
               feed from the riot outside. They don't need that to remind
               them, though. The van is rocking back and forth. Outside,
               screams, shouts, and breaking glass can be heard.

                                   TREST
                         This has gotten beyond out of hand.
                         Where the hell are those
                         reinforcements I ordered?

                                   BEASON
                         Another twenty minutes.

                                   TREST
                         We won't make it another twenty.

               Trest grabs a duffle bag, pulling out a bullet-proof vest,
               and a large black helmet. He grabs another bag and tosses it
               to Beason, who looks confused.

                                   TREST
                         Remember that crisis control course
                         you took before joining up?

                                   BEASON
                         Barely.

                                   TREST
                         Well then I suggest you fake it,
                         because we're going in.

                                   BEASON
                         Out there?

                                   TREST
                         Someone needs to take control of
                         this mess, and these cops sure
                         don't look capable of it to me.
                         Contact the carrier. Tell them to
                         hurry the hell up with our backup!

               The van ROCKS once again. The back doors are SLUNG open,
               revealing THREE MAN, all carrying knives.

               Beason doesn't waste any time, catching one of them with a
               HARD KICK to his face. He grabs another, twisting his arm,
               and snatching his knife away. The third looks up at him.

               Then takes off running.

                                   TREST
                         Captain?

                                   BEASON
                         Yeah?

                                   TREST
                         If we get in trouble out there...
                         forget crisis control.
                             (then)
                         Just do that.

                                   BEASON
                         Yes, sir.

               Trest takes a deep breath.

                                   TREST
                         Here goes.

               They hop out of the van...

               EXT. MANHATTAN - STREETS - CONTINUOUS

               And stop dead in their tracks.

               ANGLE FROM ABOVE

               Showing the entire area. The two sides have merged into one
               frantic mass of humanity. As we PULL BACK, we take in the
               scope of the scene, and realize the van is surrounded by a
               mass of people that now covers several blocks.

               BACK TO SCENE as Trest looks on, a hint of fear in his eyes.

                                   TREST
                         Twenty minutes, you say?

               Beason nods, still stunned by the ominous scene before him.

                                   TREST
                         This isn't going to end well.

               Off Trest's fearful expression:

                                                              FADE OUT.



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:

               INT. DAILY BUGLE - MAIN FLOOR

               Everyone has gathered around a TV, watching the LIVE footage
               of the riots. Toward the back of the crowd, Robbie and Betty
               watch, Robbie looking particularly concerned.

                                   ROBBIE
                         I can't believe this is happening.

                                   BETTY
                         Pretty crazy, huh?

                                   ROBBIE
                         I'd just like to know what their
                         excuse is for all this. If they'd
                         have just left the guy alone, none
                         of this would be happening.

               Betty looks away from the TV briefly, at Robbie.

                                   BETTY
                         Spidey fan?

                                   ROBBIE
                         You could say that.

                                   BETTY
                         I'm sure they're just doing what
                         they think is best. I don't think
                         anyone could have predicted this.

                                   ROBBIE
                         It's more than that now. Half the
                         people down there probably don't
                         even care one way or the other.
                         They're just there to loot and
                         cause trouble.

                                   BETTY
                         Pretty sad, if you ask...

                                   JONAH (O.S.)
                         What are you people doing?!

               Jonah storms out of his office.

                                   JONAH
                         This is the biggest story of the
                         year and you're all standing around
                         like a bunch of apes in front of a
                         banana tree! Get to work!

               Everyone breaks apart, leaving Betty and Robbie.

                                   BETTY
                         No rest for the weary.

               She walks away.

                                   ROBBIE
                         You can say that again.

               Off Robbie:

                                                               FADE TO:

               EXT. MANHATTAN - ALLEYWAY

               Gwen and Eddie run into the alley. Back out in the streets,
               the riot is in full swing. Gwen drops to the ground, leaning
               back against the wall.

                                   GWEN
                         What a night.

                                   EDDIE
                         Not quite how I imagined it either.

                                   GWEN
                         How are we supposed to get out of
                         here without getting killed?

                                   EDDIE
                         Did you bring your cell phone?

               Gwen pulls out her phone. It's shattered.

                                   EDDIE
                         Damn.
                             (beat)
                         All this because of Spider-Man. I
                         hope they're happy.

                                   VOICE (O.S.)
                         I hear that.

               Eddie spins around as the TWO MEN from before enter the
               alley. They don't exactly look friendly.

               Eddie immediately takes a defensive posture.

                                   MAN #1
                         Whoa there, no need to get jumpy.
                         We're just trying to get through
                         this same as you.

                                   EDDIE
                         You followed us here.

                                   MAN #2
                         We were looking for a way out.
                         Figured you might know one.

                                   MAN #1
                         She looks scared, bro. Want us to
                         help you guys get out of here?

                                   EDDIE
                         We're fine. Just waiting on some
                         friends and then we're getting out
                         of here. 'Preciate it, though.

                                   MAN #2
                         You sure? It's crazy out there.

                                   EDDIE
                         I said we're fine.

                                   MAN #1
                         She doesn't look fine. Not all
                         scared like that.

               Eddie clenches his fist tightly. He looks back at Gwen.

                                   EDDIE
                             (whispering)
                         No matter what, stay behind me.

               The men take a step toward them.

                                   GWEN
                             (alarmed)
                         Eddie...

                                   MAN #2
                             (mocking)
                         Eddie...

               He rushes toward Eddie, who lands a solid punch square on his
               jaw. The man hits the ground.

               The other takes a swing, but Eddie dodges it and catches him
               with a punch of his own. The man staggers backwards.

               From behind, the other man TACKLES Eddie to the ground. The
               two men take turns punching and kicking him.

                                   GWEN
                         Stop it! Stop!

               Gwen tries to pull them off, but one of them SHOVES her out
               of the way. She is thrown to the ground.

               Eddie begins fighting back, but to no avail. The two men
               stand above him, looking down at his bruised face.

               Man #2 rears back for a punch, but is quickly THROWN out of
               frame. The other man looks back, and is met with a PUNCH.

               He drops to one knee, and looks up...

               And finds himself confronted by Flash and Kenny.

                                   FLASH
                         We got a problem here?

               Eddie gets to his feet and hurries to Gwen, who is a little
               roughed up, but seems to be okay.

                                   MAN #1
                         No, man. No problem.

                                   KENNY
                         Good.

               Both of the men hurry out of the alley. Flash and Kenny watch
               them leave, then look down at Eddie and Gwen.

                                   FLASH
                         You guys alright?

               Eddie feels one of several bruises on his face.

                                   EDDIE
                         More or less. Thanks.

                                   FLASH
                         Don't mention it.

               Eddie turns to Gwen.

                                   EDDIE
                         Ready to get out of here?

                                   GWEN
                         Definitely.

                                   EDDIE
                         You guys got an escape plan?

               Flash thinks for a second, then grins and turns to Kenny.

                                   FLASH
                         Fire blitz?

                                   KENNY
                         Sounds good.

                                   FLASH
                             (to Gwen)
                         Can you run and shove?

                                   GWEN
                         I've been in my share of mosh pits.
                         I think I can handle it.

                                   FLASH
                         Then lets ditch this place.

               They all head back into the mayhem.

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