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               INT. THIRD STREET CHOP SHOP - GARAGE - NIGHT

               Inside what would, to the untrained eye, look like a regular
               garage, three MEN cross the otherwise abandoned floor,
               looking at the deserted workstations around them.

               The two men on the outside are wearing low-budget suits, cut
               wide at the shoulders. They're clearly not the brightest, and
               look pretty out of place here.

               The other is a manager type, used to giving orders. He's got
               a much nicer suit, dark blue with a spotless white shirt
               underneath. Sharp features and slicked back hair give him a
               fairly distinguished look. This is NICKY CAVELLA.

               And boy is he pissed.

                                   CAVELLA
                         Who showed up?! NO-ONE, that's who.
                         All 'a them cops here earlier, they
                         scared 'em all off! The ones I can
                         get ahold of say they ain't goin'
                         to jail, and the rest I can't even
                         find! And to top it all off, I got
                         the freakin' PUNISHER on my ass!

               The first GOON tries to be reassuring...

                                   GOON #1
                         At least the boss hasn't said
                         anything yet. Maybe he'll move you
                         somewhere better...?

                                   CAVELLA
                         He doesn't care about us. Sooner
                         throw guys like us to the Punisher.

                                   GOON #2
                         This is pretty bad...

               Cavella looks like he's about to have an aneurism.

                                   CAVELLA
                         Pretty bad, huh? That the best you
                         can up with? I am really, really
                         glad we don't pay you to think.

                                   GOON #1
                         Don't pay us to take on the
                         Punisher either. If he comes don't
                         go lookin' to us for protection.

                                   CAVELLA
                         He doesn't scare me.

                                   GOON #2
                         Yeah? Guy's got a bodycount in the
                         thousands.
                         No one ever gone up against him has
                         come out alive. No one! I am not
                         facing this guy.

                                   GOON #1
                         Yeah, I'm gone. 

               Both of them turn the other way, heading for the exit. 

                                   CAVELLA
                         Oh, come on! You worthless pricks!

               It's no use; they're gone.

               Cavella keeps going the way he was going, throwing his hands
               up in frustration. PULL BACK, and see SPIDER-MAN, crawling
               upside-down on the ceiling. 

               He waits for the goons to leave, before throwing a WEB LINE
               at Cavella!

               It hits him in the back, and Spidey YANKS it, pulling him up!

                                   CAVELLA
                         What the hell?!

               Spider-Man THROWS him across the room, where Cavella lands on
               a car with a loud THUD!

               Spidey jumps down, walking up as menacingly as he can.
               Cavella looks up, sighing in relief and freezing in fear at
               the same time.

                                   SPIDER-MAN
                         Nicky Cavella. Heard a lot about
                         you the last few days.

                                   CAVELLA
                         Spider-Guy?

                                   SPIDER-MAN
                         Spider-Man. And my name isn't
                         really that important to you.

               Cavella gets to his feet, wiping some dust off his suit.

                                   CAVELLA
                         Yeah, real imposing. What're you,
                         twelve? I got my first kill when I
                         was twelve.

               Neither moves for a few moments. 

               Spider-Man finally breaks the tension:

                                   SPIDER-MAN
                         Kingpin. 

                                   CAVELLA
                             (snorts)
                         Yeah, right. Like I'm gonna tell
                         you about the boss.

                                   SPIDER-MAN
                         Well, we could always sit and wait
                         for The Punisher.

               Cavella narrows his eyes.

                                   CAVELLA
                         Yeah, right. Like you got the
                         stones ta work with that clown.

                                   SPIDER-MAN
                         I'm not kidding around! He's coming
                         here, and he's going to kill you! 

                                   CAVELLA
                         I'm touched. 

                                   SPIDER-MAN
                         Save it. Leave the jokes to me.
                         When I'm in a better mood.

                                   CAVELLA
                             (pause)
                         I ain't tellin' you anything, web
                         boy.

                                   SPIDER-MAN
                         Listen to me you moron! He's...

               BANG! A loud slam from the front cut him off.

               Cavella tenses, reaching into his coat. Spidey notices, and
               WEBS his hand.

                                   SPIDER-MAN
                         No. No guns.

               Cavella struggles with the webbing, but it doesn't budge.

               Within moments, Castle KICKS open another door, holding a
               pump-action shotgun right on Cavella.

               Spider-Man shoots a strand of webbing at Castle, but he
               THROWS himself to the side, switching aim to Spider-Man.

                                   SPIDER-MAN
                         Wait! I'm not...

               A SHOT rings out and we:

                                                          SMASH CUT TO:

               INT. WATSON RESIDENCE - LIVING ROOM

               The door opens and Mary Jane enters, looking exhausted. There
               waiting for her is her father, CRAIG. He doesn't look happy.

                                   MARY JANE
                             (unsure)
                         Uh... hi.
                             (beat)
                         Where's mom?

                                   CRAIG
                         Working late.

               Mary Jane nods and an awkward silence ensues.

                                   MARY JANE
                         So... um...

                                   CRAIG
                         How long?

               Mary Jane stands in silence.

                                   MARY JANE
                         I...

                                   CRAIG
                         You lied to me. How long?

               She hangs her head low.

                                   MARY JANE
                         A month.

               Craig just glares at her.

                                   CRAIG
                         Do you have any idea how
                         disappointed I am in you?

               This obviously hits her hard, even if she tries to hide it.

                                   MARY JANE
                         Can we just drop it?

                                   CRAIG
                         No, we can't just drop it! I said
                         no job, and you go behind my back
                         and get one anyway?

                                   MARY JANE
                         How did you even find out?

                                   CRAIG
                         Your boss called. You left your
                         English book at the diner.

                                   MARY JANE
                         Oh, that's wonderful.

                                   CRAIG
                         You're doing your homework at the
                         diner? Isn't this exactly...

                                   MARY JANE
                         What you told me would happen?
                         Yeah, it is. You were right. It's
                         hard. My grades are terrible, I
                         haven't touched my portfolio
                         project, and I'm about to pass out
                         from exhaustion.

                                   CRAIG
                         Don't make me about to be the bad
                         guy here. Your mother and I both
                         warned you it'd be this way.

                                   MARY JANE
                         See, there you go again. It's
                         always about you and mom. Why can't
                         you get it through your head that
                         this has nothing to do with you? I
                         needed to do this, okay? For me.
                         And I know you're going to make me
                         quit, so... whatever.

               Craig sighs. He stands and walks over to her.

                                   CRAIG
                         Why would you think that?

               Mary Jane looks up, surprised.

                                   MARY JANE
                         Because you're... mad.

                                   CRAIG
                         Because you lied. Look, you know
                         how I feel about you working, but
                         even so, I'm proud of you for
                         fighting through this.

                                   MARY JANE
                         Really?

                                   CRAIG
                         Really. You see what I meant,
                         though? Your grades, your art?

               Mary Jane nods in reluctant agreement.

                                   MARY JANE
                         Yeah...

                                   CRAIG
                         Which is why Dante and I had a
                         little talk.

               Mary Jane perks up.

                                   CRAIG
                         I'm not going to make you quit. He
                         told me you're a hard worker, and
                         how valuable you are to him.

                                   MARY JANE
                         He said that?

                                   CRAIG
                         He did. But, since you're having
                         such a tough time, he agreed to cut
                         your hours some. You'll only be
                         working on the weekends, and
                         holidays when school's out, and in
                         the summer, it's between you and
                         him. But...
                             (beat)
                         Until your grades come up, you're
                         not setting foot back in that
                         diner. Don't worry, your job'll be
                         there when you go back. Sound fair?

               She smiles.

                                   MARY JANE
                         Yeah, I can live with that.

               They hug.

                                   CRAIG
                         I meant what I said, too.

                                   MARY JANE
                         Weekends only?

                                   CRAIG
                         That I'm proud of you.

               Off a smiling Mary Jane:

                                                               FADE TO:

               INT. THIRD STREET CHOP SHOP - GARAGE

               Picking up where the gun shot left us.

               We see Cavella, holding a gun in his free hand, the source of
               the shot. Spider-Man sprays that hand with webbing as well.

               Castle's been hit, square in the chest, but the bullet has
               stopped dead, lingering for a second before falling to the
               ground. Spidey and Cavella react.

                                   CASTLE
                         Kevlar armor. I'm surprised you
                         don't use it.

                                   SPIDER-MAN
                         I just try not to get shot...

                                   CASTLE
                         Good luck with that.

               He pulls the shotgun up, pointing at Cavella again.

                                   SPIDER-MAN
                         Whoa, hey! No!

                                   CASTLE
                         What?

               He's not lowering the gun. Spider-Man webs the barrel shut.

                                   SPIDER-MAN
                         No killing, no guns.

                                   CASTLE
                         Great. Just what I need.

                                   SPIDER-MAN
                         I mean it. I'm not going to let it
                         happen on my watch.

                                   CASTLE
                         Stay away from me, if you know
                         what's good for you. You got that?
                         This is my fight. Stay out of it,
                         and stay away from Fisk!

               Spider-Man freezes.

                                   SPIDER-MAN
                         Fisk? Wilson Fisk? What does he
                         have to do with any of this?

                                   CASTLE
                         Everything. Now stay out of it.

               We turn to see Cavella, looking around for some sort of
               escape. He's trying to wiggle his fingers inside the webbing,
               but it's not doing any good.

                                   SPIDER-MAN
                         Not going to happen, dude. Even if
                         Fisk is this Kingpin guy, I'm not
                         going to let you murder him.
                         There's a better way to do this!

               Cavella looks up. Castle's got his free hand resting on a
               pistol, while Spider-Man is ready to web it down.

                                   CASTLE
                         You don't know the first thing...

                                   SPIDER-MAN
                         Just stop, okay!?

                                   CASTLE
                         Look, you're out of your league.
                         You just keep doing your little
                         circus act. Keep grabbing the
                         headlines. It's what you do, and it
                         seems to work for you, but this is
                         what I do. It's the only way...

               Cavella takes the opportunity to run, barreling through a 
               door, heading for the front exit.

                                   CASTLE
                         Damnit

               He lets go of his pistol and pulls out a sawed-off shotgun,
               raising it and FIRING at Spider-Man!

               Spidey hits the ground hard, and Castle runs past. 

               We CLOSE ON Spider-Man as his head rolls to the side.

                                                              FADE OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               INT. PARKER RESIDENCE - NIGHT

               It's late; the alarm on Peter's desk reads 5:42. 

               After a few moments, the window begins to creak open, and
               Spider-man hauls himself in.

               There's no blood anywhere, and as Spidey silently closes the
               window and flicks on the light, we see that his suit isn't
               even torn.

               He pulls the shirt off, examining his chest. There's a very,
               very bad welt, but no broken skin.

               Too tired to figure out what happened, Peter rips off his
               mask, and stuffs the top half of his costume under the bed.

               He flops forward, pulling the blankets around him.

                                                           DISSOLVE TO:

               INT. MIDTOWN HIGH - LIBRARY - THE NEXT DAY

               A weary-looking Peter is sifting through various articles,
               clippings, all about Wilson Fisk.

               He tosses one aside, sighing in discontent.

                                   EDDIE (O.S.)
                         Yo! Pete!

               Peter sighs, standing up and walking over to Eddie and Gwen,
               trying to hide what he was looking at.

                                   PETER
                         Hey, guys.

                                   EDDIE
                         Did you hear, dude?

                                   PETER
                         Ye...no, I didn't. What's up?

                                   EDDIE
                         That Punisher dude hit a garage
                         last night. They couldn't even ID
                         the body when he was done with it.

               Peter reacts, but tries his best to downplay it.

                                   PETER
                         Man...

                                   EDDIE
                         Seriously. It's all over the news.

                                   GWEN
                         I really wish you would stop on
                         this guy. What's the big deal?

                                   EDDIE
                         It's big news! Everyone's talking
                         about it!

                                   GWEN
                             (matter of fact)
                         Peter isn't talking about it.

                                   EDDIE
                         Peter never talks about anything!

               Peter sighs, rubbing his face with his hand.

                                   PETER
                         Yeah, okay, I'm really tired. And
                         I'm probably late for my next
                         class. You guys need something?

                                   EDDIE
                         Yeah, Bro, you up for a movie
                         tonight? Friday night two-for-one?
                         MJ said she was in if you were...

                                   PETER
                         Busy. Sorry guys.

                                   EDDIE
                         Weak, dude. Really weak.

                                   GWEN
                         What's with you lately? You're
                         always busy.

                                   PETER
                         I can't help it. Believe me, I'd
                         rather be at the movies.

                                   GWEN
                         Yeah, well let us know. We wouldn't
                         wanna interfere with your schedule.

                                   PETER
                         Sorry.

               Peter shrugs, apologetically. Gwen rolls her eyes and, along
               with Eddie, exits the library.

               INT. DAILY BUGLE - LATE AFTERNOON.

               Robbie is hard at work, pulling random papers out of folders.

               Peter approaches, but Robbie doesn't notice, too engrossed in
               his work.

                                   PETER
                             (walking over)
                         Hey.

               Robbie looks up; nods.

                                   ROBBIE
                         What's up?

               Peter pats his chest, wincing as he does so.

                                   PETER
                             (quietly)
                         I got shot.

               Robbie's eyes bulge.

                                   PETER
                         Relax. I'm not even bleeding. I
                         think it was some kind of blank or
                         something.

                                   ROBBIE
                         You still should get it checked
                         out. I told you to stay away...

                                   PETER
                         He's going after Fisk.

                                   ROBBIE
                         You... what?

                                   PETER
                         This Punisher guy, he thinks Fisk
                         is this Kingpin everybody's talking
                         about.

                                   ROBBIE
                         Sounds like we'd get along.

                                   PETER
                         I'm starting to wonder myself.

                                   ROBBIE
                         It all makes sense, actually.
                             (pulls out a chair)
                         Take a look at this...

               Peter sits, turning his attention to the computer screen.

                                   ROBBIE
                         This Punisher? Name's Frank Castle.
                         He's an ex-Marine. Family was shot
                         execution style back in the early
                         90's. I'm guessing all this killing
                         he's doing, it's to find the people
                         responsible.

                                   PETER
                         So... Fisk?

                                   ROBBIE
                         Personally? I doubt it, but he does
                         have the resources to pull
                         something like that off, yeah.

                                   PETER
                             (sighs)
                         What should I do?

                                   ROBBIE
                         My advice? Stay the hell away from
                         Castle, Fisk, and anyone in between
                         them. Put in a tip with the Cops if
                         you gotta do something, but don't
                         get yourself involved.

                                   PETER
                         I can't just do nothing.

               Robbie shakes his head.

                                   ROBBIE
                         Man, you are gonna get yourself
                         killed. Pete, man, trust me: This
                         isn't worth it.

               Peter sighs.

                                   PETER
                         Okay, look at it this way: Fisk may
                         or may not be the person you think
                         he is, but either way, he doesn't
                         deserve to die. And if Castle gets
                         his way, that's exactly what's
                         going to happen.

                                   ROBBIE
                         Pete, you're acting like this is
                         your decision here.

                                   PETER
                         It is.

                                   ROBBIE
                         Ever think Castle feels the same
                         way?

                                   PETER
                         Of course he does. The difference
                         is, I'm working with the law, not
                         against it.
                             (beat)
                         Castle's not gonna hurt me. He's
                         never taken an innocent life
                         before. I'll be fine.

               Robbie sighs, and, reluctantly...

                                   ROBBIE
                         Alright. Alright. 
                             (then)
                         Fisk is making an inspection at one
                         of his chemical plants tomorrow.
                         Some big redesign or something. The
                         media's gonna be there, and I'm
                         guessing if Castle's got him in his
                         sights, he knows about it, too.

               Peter leaps out of his chair...

                                   PETER
                         Thanks!

                                   ROBBIE
                         Just be...

               Peter's already gone.

                                   ROBBIE
                         Careful.

               Off Robbie:

                                                               FADE TO:

               INT. GWEN'S HOUSE - LIVING ROOM

               The door bell rings, and Gwen walks into frame. She opens the
               door, revealing Eddie.

                                   EDDIE
                         What's the big emergency?

               She grabs him by the hand and pulls him into a long, deep
               kiss. After a moment, they break, out of breath.

                                   EDDIE
                         What was that for?

               She smiles wide.

                                   GWEN
                         Guess who's not grounded anymore?

                                   EDDIE
                         Seriously?

               She nods, flashing him a coy grin.

                                   GWEN
                         Mmhmm.

                                   EDDIE
                         Marshalls?

                                   GWEN
                         Out to dinner.

                                   EDDIE
                         Wow, so... actual private time.
                         Alone. With no... distractions.
                             (beat)
                         Any ideas?

                                                                CUT TO:

               INT. GWEN'S HOUSE - GWEN'S ROOM - MOMENTS LATER

               They BURST into the room, in a full-on passionate clinch,
               eventually finding their way to the bed with a thud.

                                   EDDIE
                             (through kisses)
                         You know... maybe we should...
                         slow... down... some.

               Gwen's not interested. She responds by pulling his shirt up
               over his head. He quickly pulls it back down.

                                   EDDIE
                         Yeah! Okay... hold on a sec.

               She stops, looking at him in confusion.

                                   GWEN
                         What's wrong?

                                   EDDIE
                         I... nothing. I just... this is all
                         so... fast, you know?

                                   GWEN
                         No, not really.

               She quickly moves to kiss him again, but he backs away.

                                   EDDIE
                         Yeah, this isn't exactly how I
                         imagined it.

                                   GWEN
                         How you imagined...
                             (beat, realizes)
                         Oh. Oh, wow. So you're a...

                                   EDDIE
                             (quickly)
                         Yeah.

                                   GWEN
                         Okay then... I didn't see that
                         coming. I just thought...

                                   EDDIE
                         So you're not...

                                   GWEN
                         No.

               Eddie blinks, not really sure how to respond.

                                   EDDIE
                         I guess I just always figured...

               Gwen gets up, letting out a sigh.

                                   GWEN
                         So... now what?

                                   EDDIE
                         I just think we should slow down
                         some. Not that I don't... you
                         know... but, this kinda stuff is
                         probably something we should have
                         covered before we....

                                   GWEN
                         Yeah, I... I'm sorry. I wasn't
                         thinking about that. I just assumed
                         you had before.

                                   EDDIE
                         I guess I'm old fashioned, but I
                         kinda want it to... you know...
                         mean something?
                             (beat, snickers)
                         God, I sound like a total square!

               An awkward beat before:

                                   GWEN
                         It was last year. Before everything
                         with my parents. There was this
                         party, and this guy I was sort
                         of... I don't even know what we
                         were, but there was alcohol
                         involved, and... yeah. Not the most
                         romantic moment ever.

                                   EDDIE
                         Have you since then?

                                   GWEN
                         Almost once, but no.

                                   EDDIE
                         Do you... regret it?

               A beat as she considers.

                                   GWEN
                         Do I wish it happened differently?
                         Yeah, I do. But regret? Not really.

               Eddie stands, and moves toward her.

                                   EDDIE
                         Look, this thing with us, I know I
                         may joke about it sometimes, but I
                         really want this to work. I don't
                         want you to take this the wrong
                         way, but I'm just not sure if we're
                         ready for this yet.

               Gwen nods.

                                   GWEN
                         No, you're right. We're not.

                                   EDDIE
                         But we will be, you know? We've got
                         plenty of time.

               She smiles.

                                   GWEN
                         Yeah. Plenty of time.

               He kisses her tenderly on the forehead, and as they embrace:

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