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                                       TEASER

                                                               FADE IN:

               EXT. STREET - NIGHT

               It's a cloudy night, although it looks like the rain has
               passed already. Puddles of water dot an empty two-lane street
               near an elementary school and a convenience store.

               A CAR pulls up, dark metallic blue, very expensive-looking.
               Four teenage THUGS are inside, tense yet relieved.

               INT. CAR - NEXT

               The four teens breathe a sigh of relief, the three passengers
               simultaneously light up cigarettes.

                                   THUG #1
                         Nice kill, man.

                                   THUG #2
                         Yeah, man, way to go. You're in for
                         sure!

               The driver doesn't look as thrilled.

                                   DRIVER
                         Yeah, thanks. 

                                   THUG #2
                         You see the look in that bitch's
                         eyes? Like she saw the Goddamn
                         Angel of Death, man.

                                   THUG #3
                         What the hell do you know 'bout the
                         Angel of Death? You even know what
                         the thing looks like?

                                   THUG #2
                         Shut up, man. Least I finished the
                         tenth grade.

                                   THUG #3
                         Just cause I had to move...

                                   THUG #1
                         Shut up, both of you!

               The second thug lets out a little "Pfft" sound.

                                   DRIVER
                         What next?

               The first thug leans over, looking straight ahead.

                                   THUG #1
                         You ain't playing with the street
                         punks anymore. Here, we do real
                         business. Give yourself a minute,
                         then we'll head down to third
                         Street.

                                   DRIVER
                         What's on third Street?

                                   THUG #1
                         Chop shop. We drop off the car,
                         then we take the money right then
                         and there. Otherwise, Cavella's
                         boys screw us over, and we don't
                         see jack. Got it?

                                   DRIVER
                         Yeah. Yeah, I got it.

               He nervously taps his fingers on the wheel while the first
               thug sits back again.

                                   DRIVER
                         What about the cops? 

                                   THUG #1
                         What about 'em?

                                   DRIVER
                         Well, do they ever, y'know, pull us
                         over, or anything?

                                   THUG #1
                         Not if you get to the shop quick
                         enough. Who's gonna report the
                         crime?

                                   DRIVER
                         Yeah, yeah.

                                   THUG #1
                         Trust me, man, you ain't got
                         nothing to worry about. Nobody
                         gives a rat's ass about stuff like
                         this.

                                   DRIVER
                         Yeah, you're right. Nobody cares
                         about this kinda stuff.

                                   CASTLE (O.S.)
                         Yeah?

               The Driver and his three companions look out passenger side
               window, and see a grizzled older man holding a shotgun on
               them.

               The new arrival is tall, faintly Italian, and hardened by
               years of combat. He wears all black, from his jeans to his
               long leather coat. The only splash of color is a brilliant
               white SKULL across his chest.

               This is FRANK CASTLE.

                                   THUG #1
                         Jesus Christ!

               EXT. STREET - NEXT

               Castle FIRES! The other three pile out of the car, as Castle
               cocks the gun, trying to escape before their assailant has a
               chance to shoot again.

               BLAM! KA-CHICK. BLAM!

               The two thugs go down hard and don't move.

               The Driver stumbles, and falls to the ground after only a few
               steps. He's landed on his wrist, and is clearly in a lot of
               pain.

               Castle slowly walks up to him, and as he does so, the driver
               finally realizes what's coming next.

                                   CASTLE
                         Get up.

               The Driver stands, looking straight down the barrel of the
               shotgun the whole time. 

                                   DRIVER
                         Hey, hey listen, I don't... I...

                                   CASTLE
                         Shut up.

               He reaches into the Driver's coat pocket, pulling out a small
               9mm handgun, and tucking it into his back pocket.

                                   DRIVER
                         That's not mine! I swear!

                                   CASTLE
                         You killed someone tonight.

               The driver is practically crying now, desperate to avoid his
               punishment.

                                   DRIVER
                         I swear, I'll go straight... I'll
                         get a job, man, please...

               Castle takes a step forward, and the man falls right back on
               his ass.

                                   CASTLE
                         These punks. Who did they say they
                         worked for?

                                   DRIVER
                         Jesus, man, I don't know! All they
                         said was this guy's big! Like, top
                         dog in the city!

               The drivers face is completely soaked now, from both sweat
               and tears. He wipes his eyes, and looks back up with a last
               glimmer of hope.

                                   DRIVER
                             (excited)
                         I can find him for you! Yeah, I can
                         help you track him down! There's
                         this place, down on... damn, uh,
                         Third Street! Yeah, a chop shop.
                         Guy called, uh, Cavella runs the
                         place. He's met the guy. The boss
                         guy. 
                             (pause, hopeful)
                         C'mon, man, me and you can take
                         this guy down!

               Castle's face hasn't changed.

                                   CASTLE
                         Cavella, you say? On Third Street?

                                   DRIVER
                         Yeah, yeah. Real hardcore dude, he
                         works for the mob.

                                   CASTLE
                         Thanks.

                                   DRIVER
                         No problem, man, you ever need
                         anything, you come see me! Name's
                         Nathan.

               NATHAN looks up at Castle, smiling. Castle COCKS the shotgun,
               and his face falls. The GUN SHOT echoes as we:

                                                         FADE TO BLACK.



                                    END OF TEASER
                                       ACT ONE

                                                               FADE IN:

               EXT. MIDTOWN HIGH - MORNING

               Students are beginning to filter into the school.

                                   MARY JANE (PRE-LAP)
                         Wait, let me get this straight...

               INT. MIDTOWN HIGH - HALLWAYS

               Beside a janitor's closet we find MARY JANE, surrounded by
               INDY and her POSSE of other students.

                                   MARY JANE
                         You're taking bets?

                                   INDY
                         First come, first serve on the
                         dates. I'm guessing next Tuesday...
                         or maybe Thursday. Wednesday just
                         isn't a very good hook-up day.

               Mary Jane shakes her head.

                                   MARY JANE
                         You know how crazy this is, right?

                                   INDY
                         To quote a famous guy, crazy is as
                         crazy does. Or something like that.

                                   MARY JANE
                         Indy...

               Indy puts her hand up.

                                   INDY
                         Look, the Geddie ship is about to
                         sail, honey. It's just a matter of
                         when. Now, I dunno about you, but I
                         sure could use the extra cash.

                                   MARY JANE
                         Yeah, my extra cash. I'm not
                         betting on my friends, Indy.

               Indy rolls her eyes.

                                   INDY
                         Hopeless! What am I going to do
                         with you, Watson?

                                   MARY JANE
                         Leave me alone?

               Indy crosses her arms, pouts.

                                   INDY
                         Fine. You don't wanna cash in,
                         that's your problem. See ya!

               She walks away, her posse in tow. Mary Jane waits for them to
               round a nearby corner, then opens the janitor closet's door.

               Inside, GWEN and EDDIE are in the midst of serious make-out
               session. Mary Jane rolls her eyes, then clears her throat.

               They look back at her.

                                   GWEN
                         Coast clear?

                                   MARY JANE
                         For now, but if you keep this up
                         the whole state's gonna know!

                                   EDDIE
                         Hey, private time isn't exactly on
                         the schedule these days.

                                   MARY JANE
                         Not my fault you decided it'd be
                         fun to hang out at a race riot.

                                   GWEN
                         Look, just help us keep the make
                         out messiah off our trail a little
                         longer. Until we figure this out.

                                   MARY JANE
                         You realize you can't keep this up.
                         Somebody's gonna find out. I don't
                         get it, why all the secrecy anyway?

                                   EDDIE
                         Seriously. I don't see what the big
                         deal is. I say we go out there and
                         put on a show the whole school...

                                   GWEN
                         They're taking bets on us, Eddie!
                         Bets! I dunno about you, but I
                         don't like the idea of Indy and her
                         gossip hounds following us around
                         like the paparazzi.

                                   EDDIE
                         I happen to be very photogenic.

                                   GWEN
                         Oh, would you...

                                   MARY JANE
                         Okay, okay! I get it! Just... keep
                         your pants on, will you? I've got
                         enough problems of my own without
                         covering for you guys.

               Gwen seems taken back by her tone.

                                   GWEN
                         Hey, sorry. No need to get snippy.

               Mary Jane rolls her eyes.

                                   MARY JANE
                         I gotta go.

               She heads off down the hall, leaving a baffled Gwen.

                                   EDDIE
                         Ouch. What's with her?

               Off Gwen's uncertain face:

                                                               FADE TO:

               INT. DAILY BUGLE - MAIN FLOOR - AFTERNOON

               Looking as it always has. We find PETER and ROBBIE sitting in
               front of a computer, and beside several stacks of folders.

               On screen is a news article, its headline reading: THE
               PUNISHER STRIKES AGAIN.

                                   PETER
                         That's the third time this week!
                         Who is this guy?

                                   ROBBIE
                         You're a little young to remember,
                         but my dad does. Ever hear of the
                         Eighth Street Massacre?
                             (Peter nods)
                         It was him. Had some kinda beef
                         with the mob or something. News
                         media called him the Punisher.

                                   PETER
                         What happened to him?

                                   ROBBIE
                         They caught him, eventually. Sent
                         him to some high-security psych
                         ward up state. They went to
                         transfer him a few years back and
                         he took down three guards and set
                         the prison bus on fire... With the
                         prisoners locked inside. That's the
                         last anyone's heard of him.

                                   PETER
                         Until now. I still don't know what
                         to make of this guy. I mean, he's
                         running around killing people,
                         but... they are criminals. Should I
                         even care?

                                   ROBBIE
                         Look man, this guy, he's a cold
                         blooded killer, doesn't care about
                         the law or anything. He shot a guy
                         on his way to the electric chair.

                                   PETER
                         Really? 

               Robbie nods, dead serious.

                                   ROBBIE
                         Trust me: Do not mess with this
                         guy. Don't go after him, don't help
                         him, just let the police handle it.

                                   PETER
                         Yeah... 

               Robbie glances over at Peter.

                                   ROBBIE
                         You're not gonna listen to me, are
                         you?

                                   PETER
                         I gotta go.

               He gets up and is headed toward the exit.

                                   ROBBIE
                         Pete, just wait a minute!

               Peter turns back to face Robbie, hands up, reassuringly.

                                   PETER
                         Relax. I just want to see what he's
                         up to. I mean, either he's crazy or
                         he's got a reason for doing what
                         he's doing. Either way, I need to
                         figure it out.

                                   ROBBIE
                         This thing is a whole other world
                         than what you're used to dealing
                         with. You know that, right?

                                   PETER
                         Maybe, but I can't sit here and do
                         nothing while people are dying.
                             (then)
                         Even if they are criminals.

               He turns and leaves.

               Robbie sighs, worried and concerned.

               EXT. MANHATTAN - NIGHT

               SPIDER-MAN is swinging throughout downtown, just past dusk,
               half patrolling, half musing.

               He lands on:

               EXT. ROOFTOP - CONTINUOUS

               The roof of a large, classical-looking LIBRARY. He turns,
               crouching on the edge of the building, and faces a large
               stone GARGOYLE.

                                   SPIDER-MAN
                         Nice view, huh?
                             (beat)
                         Man of few words, I see.

               He looks back out at the cityscape.

                                   SPIDER-MAN
                         Well then, since you're such a good
                         listener, I don't suppose you'd
                         mind hearing about my problems?
                             (beat)
                         Thought not. Alright, here goes:
                         Some nut job is running around
                         killing criminals in cold blood.
                         On the one hand, he's taking these
                         guys off the streets, and some of
                         these guys aren't going to be taken
                         down by the police. On the other
                         hand, he's killing them. And I have
                         no idea what I should do about it.

               He sighs, exasperated.

                                   SPIDER-MAN
                         I really don't remember signing up
                         for this kind of thing. My contract
                         specifically said I just had to
                         beat up bad guys.
                             (beat)
                         Right. Good point. Contracts are
                         always full of loopholes. Guess I
                         don't have a choice then.

               He stands, looking around for the best possible place to
               throw a web.

                                   SPIDER-MAN
                         We should do this again sometime.
                         I'll bring coffee, we'll talk about
                         the usual: Girls, sports,
                         relentless psychos trying to kill
                         half the city. Y'know. 

               He launches a web, taking off.

                                   SPIDER-MAN
                         Later!

               We watch as he rounds a corner, leaving the gargoyle behind.

               EXT. CITY STREETS - LATER

               The sun is gone now, and night has fallen. A lone WOMAN
               scurries past two shady-looking characters, clutching her
               purse tight.

               We stay on the two KIDS, neither one of them more than
               nineteen years old. One is smoking, wearing a red hoodie and
               jeans, the other is wearing a blue jersey and track pants.

               Hoodie finishes his cigarette, and throws is away, pulling
               out a CROWBAR as he does so.

               PULL BACK to see that the building they are in front of is
               labeled RED DIAMOND JEWELRY.

               Hoodie sticks the straight end of the crowbar into the door,
               and tests it, lightly pulling back on the crowbar a few
               times. Jersey notices this, and sighs in frustration.

                                   JERSEY
                         Would you hurry up!?

               Hoodie CRACKS the door a bit, but stops before opening it.

                                   HOODIE
                         Jesus, relax, would ya? I don't
                         want to set off the alarm if I can
                         help it!

                                   JERSEY
                         I'm not worried about the freakin'
                         alarm!

                                   HOODIE
                         What, you think the Punisher is
                         gonna come around here? Shoot us in
                         the head or something?

                                   JERSEY
                         You heard what happened to Nate.
                         Head blown clean off!

                                   HOODIE
                         Nate started working for the
                         friggin' mafia! That's why the
                         Punisher killed him. None of those
                         costume types care about us.

                                   SPIDER-MAN (O.S.)
                         Oh, really?

               The two turn to see Spider-Man, hanging upside down from a
               street light, staring right at them.

               Both reach into their pockets, but Spidey WEBS their hands to
               their pants, leaving them struggling, and defenseless.

                                   SPIDER-MAN
                         Uh-uh. We need to have a chat.

               Hoodie stops struggling, and smacks Jersey with his free
               hand, who also stands still.

                                   SPIDER-MAN
                         Talk to me about The Punisher. 

               They both look at him, stone-faced.

                                   SPIDER-MAN
                         That's all I want, really. 

                                   JERSEY
                         He killed our boy!

                                   HOODIE
                             (snaps)
                         Shut up!

                                   JERSEY
                             (snaps back)
                         You shut up!

                                   SPIDER-MAN
                         Like dealing with five-year olds...

               He hops down, GRABBING the kids, one in each hand, and
               shoving them back into the wall.

                                   SPIDER-MAN
                         Punisher. Everything you know,
                         right now.

                                   HOODIE
                         He's not after us, bug-boy. He's
                         got enough problems with the mafia. 

                                   SPIDER-MAN
                         Mafia?

                                   HOODIE
                         Yeah, you know, the mafia. Italian,
                         heavy into drugs and killing...

                                   SPIDER-MAN
                         I know what the mafia is. I didn't
                         know they still existed.

                                   JERSEY
                         They went underground when he was
                         running around the first time. 

                                   SPIDER-MAN
                         Okay. The mafia. What about the
                         mafia?

                                   HOODIE
                         There's this guy. Nicky Cavella.
                         Everyone knows he's the guy to go
                         to if you wanna get in touch with
                         the mafia.
                         Punisher'll be after him, if
                         anyone. He runs a garage on Third
                         Street.

                                   SPIDER-MAN
                         Good doggie. Thanks. 

               He steps back and lets fly with the webbing, pasting the kids
               to the front of the store.

                                   HOODIE
                         Hey!

               Spider-Man reaches into the front pocket of the first kid's
               hoodie, pulling out a cell phone. He dials three quick
               numbers and holds the phone to his ear.

                                   SPIDER-MAN
                         Hi there. This is Spider-Man.
                             (beat)
                         Yes, the Spider-Man. Does whatever
                         a spider can. 
                             (beat)
                         Uh-huh. Uh-huh. Well, that's great,
                         but I have two kids stuck to a
                         wall. They were trying to break
                         into a jewelry shop on Forty-third. 
                             (beat)
                         Yeah, thanks. I'll just leave 'em
                         then. 

               He flips the phone shut and tosses it back to the hoodie kid.
               It sticks to the webbing.

                                   SPIDER-MAN
                         Alright boys, I'll see you around,
                         probably. Unless, y'know, you want
                         to try turning over a new leaf,
                         maybe. Get a job, perhaps. I should
                         get a job, come to think of it.

               He shrugs, throwing a web-line out.

                                   SPIDER-MAN
                         Well, I could chat all day, I
                         honestly could, but I really should
                         be going. See ya!

               And he's off, leaving the kids to stare at each other.

               EXT. ALLEY - MEANWHILE

               If the last scene looked bad, this place is ten times worse.
               Graffiti, knocked over garbage cans, broken beer bottles,
               etcetera, all paint a grim picture of a dark place not
               frequented by many people.

               As we PAN ACROSS a surprisingly spray-paint-less wall, we see
               at least one person is here tonight, although whatever
               brought him here is the least of his concerns.

               Castle has a .45 Calibre gun pointed right at the young,
               thuggish looking man, whose name is LARRY. They're just
               staring at each other, waiting.

               Finally, after a few moments, Larry breaks.

                                   LARRY
                         Jesus, what do you want with me?

               Castle doesn't even blink.

                                   CASTLE
                         You recognize the skull? You know
                         what it stands for?

                                   LARRY
                             (whimpering)
                         Jesus...

                                   CASTLE
                         Shut up. I need information.

                                   LARRY
                         What do you want to know, I'll tell
                         you anything, man, anything you
                         want!

                                   CASTLE
                         This Kingpin of yours. Everything
                         you know, right now.

                                   LARRY
                         You think someone like me gets to
                         deal with The Kingpin? I don't even
                         know who he is!

               Castle's only reply is to shove his gun forward, putting a
               barrel-shaped mark on Larry's forehead.

                                   LARRY
                         I don't know anything! He's just
                         too hard to get to!

                                   CASTLE
                         Cavella. How deep is he in with The
                         Kingpin?

                                   LARRY
                         I barely know Cavella! If he's in
                         deep with the boss he keeps it
                         under wraps!

               Castle thinks to himself, then backs away from his captive.

               Larry takes a second to realize that he's free, but quickly
               regains his sense and takes off running down the alley.

               We stay on Castle as he raises his gun, pointing right after
               the now off-screen Larry. BLAM!

               We hear a thud as Larry hits the ground.

               Castle lowers his arm, tucks the gun away, and calmly walks
               in the other direction as we:

                                                         FADE TO BLACK.



                                   END OF ACT ONE
                                       ACT TWO

                                                               FADE IN:

               INT. MIDTOWN HIGH - ART ROOM

               The room is a mess, with art supplies scattered about
               wherever there's room to scatter them. A few students sit at
               tables working on paintings of some sort. Also there is Mary
               Jane, but she's not painting.

               She's fast sleep.

                                   VOICE (O.S.)
                         Miss Watson?

               Nothing. She's out of it.

                                   VOICE (O.S.)
                         Mary Jane? Are you with us?

               The teacher, MISTER BAGLEY walks into frame. He bends down to
               eye level with her, then finally nudges her.

                                   MARY JANE
                         Wha...?

               She slowly comes to, sitting up with a yawn.

                                   BAGLEY
                         Welcome back.

                                   MARY JANE
                         Sorry. I've just been wiped out
                         lately. It's this new job.

                                   BAGLEY
                         You know, your portfolio project is
                         due in two weeks. Have you been
                         working on it?

                                   MARY JANE
                         Some, yeah... when I have time.

                                   BAGLEY
                         You haven't started, have you?

               She sighs.

                                   MARY JANE
                         Nothing.

               He takes a seat next to her.

                                   BAGLEY
                         You know, not to pry, but if this
                         job is getting in the way...

                                   MARY JANE
                             (quickly)
                         It's not. It's... everything else.

                                   BAGLEY
                         Correct me if I'm wrong, but wasn't
                         everything else around before the
                         job? Something tells me you're not
                         doing so great in your other
                         classes either.

               She nods somberly.

                                   MARY JANE
                         Not the best, no.

                                   BAGLEY
                         Look, I can't tell you what to do.
                         Only you know what your priorities
                         are, but not everyone is cut out
                         for the work/school thing.

                                   MARY JANE
                         You think I am?

                                   BAGLEY
                         You're the only one who knows that.
                             (beat)
                         Look, I'll give you an extra week
                         on the portfolio, but that's the
                         best I can do. I know it can be
                         rough, but your priority should be
                         your art. You're too talented to
                         let it go to waste.

                                   MARY JANE
                         Thanks.

               He pats her on the shoulder encouragingly, then walks off.

               Off Mary Jane:

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