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Script created with Final Draft by Final Draft, Inc.

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               INT. CHEMICAL PLANT - RECEPTION - NOON

               A crowd of people is milling about at one end of a large,
               clean reception area. Several microphones and cameras tell us
               that they must be here for a press conference.

               A lone MALE CLERK sits at the front desk, flipping through
               some papers, as Peter approaches him, clearing his throat.

               The clerk looks up.

                                   CLERK
                         Can I help you?

                                   PETER
                         I'm here about the job opening.

               The clerk eyeballs him.

                                   CLERK
                         Job... I didn't realize we were
                         hiring. Aren't you a little young
                         to be working at a plant?

                                   PETER
                         Why don't we let the boss decide
                         that?

                                   CLERK
                         What was your name again?

                                   PETER
                         Peter... er... Morgan.

               The Clerk flips through some papers.

                                   CLERK
                         You're not on any list.

                                   PETER
                         He said I wouldn't be. Mr. Fisk
                         actually referred me. He said it
                         wouldn't be a problem.

                                   CLERK
                             (quickly)
                         Ah, my apologies. My manager is in
                         right now, actually, if you want to
                         head down that hallway and turn
                         right at the first intersection,
                         his office is the first one on the
                         left. Mr. Lansky.

               Peter nods his thanks and takes off.

               INT. CHEMICAL PLANT - STORAGE

               Elsewhere in the plant, Castle is preparing to make his move.
               He's brought an assortment of small arms with him, as well as
               a very large SNIPER RIFLE. He's just waiting now, sitting
               completely still. It's unnerving.

                                   SPIDER-MAN (O.S.)
                         Excuse me, but this area is off
                         limits to civilians.

               Castle whips around, bringing up a pistol on SPIDER-MAN, who
               is clinging to the ceiling.

                                   SPIDER-MAN
                         Jeez, it wasn't that bad of a quip.

                                   CASTLE
                         I told you to stay out this. Next
                         time it won't be a stun round.

                                   SPIDER-MAN
                         So that's what that was? Damn, I
                         thought I was getting some sweet
                         healing powers or something!

                                   CASTLE
                             (not backing down)
                         Leave.

                                   SPIDER-MAN
                         Uh-uh. Can't do that. I don't know
                         why you're so dead set on killing
                         Fisk, but that ain't how we do
                         things anymore, cowboy.

                                   CASTLE
                         I don't answer to you.

                                   SPIDER-MAN
                         Look, if you've got evidence
                         against Fisk, for anything at all,
                         I'll help you turn him in. I've got
                         connections. But you can't just
                         shoot him. What the hell is wrong
                         with you?

                                   CASTLE
                         You don't know a thing about me.
                         About what I've been through. What
                         I've lost. Fisk killed my family.
                         Sent his thugs and murdered them in
                         the park. You can't possibly know
                         what that's like.

                                   SPIDER-MAN
                         My uncle was killed. In a mugging.
                         It was senseless. I had a chance to
                         kill the guy, but...

                                   CASTLE
                         Why didn't you? Trash like that
                         doesn't deserve to live.

                                   SPIDER-MAN
                         Because it's not the right thing to
                         do. Fighting killers with more
                         killing only leads to worse things.

               Castle hesitates, then lowers the gun.

                                   CASTLE
                         When you've seen the things I have,
                         there's no such thing as worse.

                                   SPIDER-MAN
                         Listen. We'll go to the police.
                         They love you, you'll get great
                         treatment. Then we'll do what we
                         can with Fisk, if he's guilty of
                         something, I promise you, he'll pay
                         for it. I've got connections. A
                         friend of mine, his dad...

               The door starts to creak open...

                                   LANSKY (O.S.)
                         Hello? Is someone in here?

               Castle spins around, pointing the gun at the new arrival.

               Dr. EDWARD LANSKY steps into the room, shocked.

                                   LANSKY
                         Uh... 

               BLAM!

                                   SPIDER-MAN
                         NO!

               Lansky falls to the floor. Spidey WEBS Castle's hand again.

               Castle uses his free hand to rip off his glove, freeing his
               hand again, although he's forced to loose the gun.

                                   SPIDER-MAN
                         Stop it! You are out of control!

               Castle rushes towards Spider-Man, tackling him before he can
               jump away. They roll over, and Castle HEADBUTTS Spider-Man,
               pushing him aside.

               Spider-Man grips his head in agony as Castle gets to his
               feet, running out of the room, stopping only to grab as many
               guns as he can carry.

               After a few seconds, Spidey gets to his feet and gives chase.

               INT. CHEMICAL PLANT - HALLWAYS

               Castle is running down the hallway, looking from face to
               face, ignoring the majority of the workers.

               He rounds a corner, and comes face to face with an older,
               balding man with overlarge glasses.

               Castle SHOOTS the man in the chest, and pushes him aside,
               barely stopping.

               He darts around another corner, leaving the people he passed
               to panic over what just happened.

               Spider-Man comes running down the hallway, stopping as he
               sees the dying suit.

                                   SPIDER-MAN
                         What the hell!?

               He runs up to him, kneeling down.

                                   SUIT
                         Help... me...

                                   SPIDER-MAN
                         Why did he...

               From down the hallway, another GUN SHOT rings out.

               Spider-Man gets up, starting to chase down Castle, but can't
               tear himself away from the man on the ground.

                                   SPIDER-MAN
                         Okay, just... just relax, I don't
                         know what to... I need an ambulance
                         or something here now...

               One of the other employees cautiously approaches.

                                   EMPLOYEE
                         Oh my lord....

               Spider-Man jerks his head towards the employee.

                                   SPIDER-MAN
                         You! Why did he do this!?

               The employee just shakes his head, fearful.

               Spider-Man looks down at the suit, and sees that he's
               expired. The employee backs away, unable to deal with it.

               Spidey takes off down the hallway...

               INT. CHEMICAL PLANT - CANTEEN - CONTINUOUS

               Castle runs into the canteen, which is steadily emptying,
               thanks to all the noise Castle's been making.

               Castle SHOOTS three more men in the room, then, satisfied,
               turns around to leave, but is met by a red-gloved FIST!

               Spider-Man's punch knocks Castle down, causing him to loose
               his grip on his gun as well.

                                   SPIDER-MAN
                         Enough! You're out of control, and
                         I'm ending this NOW!

               Castle climbs to his feet, throwing a massive left swing as
               he does so, STRIKING Spider-Man right across the face,
               Castle's brute strength catching Spidey by surprise.

               The web-slinger recovers quickly, though, and JABS at Castle,
               weaves under a clumsy punch, and KICKS him in the small of
               his back.

               Castle stumbles forward, but keeps his balance. He grabs
               Spider-Man by the arm, shifts his balance, and THROWS him
               over his shoulder, bringing his big black boot down on
               Spidey's gut.

                                   CASTLE
                         Stay down.

               He turns to pick up his gun, but Spider-Man SPINS around,
               TRIPPING Castle, who hits the ground hard on one elbow,
               letting out a SHOUT of pain.

                                   SPIDER-MAN
                         Not on your life!

               He grabs Castle, and PUNCHES him across the face.

                                   SPIDER-MAN
                         Why are you killing everyone in the
                         plant!?

               Castle BLOCKS another punch, PUSHING Spider-Man off of him.

                                   CASTLE
                         I'm killing people I know are part
                         of it. Trust me, they deserved it!

                                   SPIDER-MAN
                         That doesn't change anything!

               Spider-Man runs forward, KNEEING Castle in the chest.

               It doesn't seem to faze Castle, however, as he PUNCHES Spider
               Man in retaliation.

               Spidey tries to jump and kick Castle in the head, but Castle
               snatches his leg, TWISTING it, and THROWING Spider-Man clear
               across the room, where he lands with a thud.

               Spider-Man takes a second, but eventually hauls himself up,
               glaring at Castle through his mask.

               Castle stares back, sliding one foot back for balance, and
               putting his arms down low in a karate stance.

               INT. CHEMICAL PLANT - HALLWAYS - MEANWHILE

               In another one of the plant's many hallways, WILSON FISK
               walks briskly towards the exit, being escorted by a team of
               security guards, including his bodyguard SOLOMON.

                                   SOLOMON
                         Just a few more turns and we'll be
                         out of here.

                                   FISK
                         I know how to get out of my own
                         plant. What's the extent of the
                         damage?

                                   GUARD #1
                         Unknown. We do know that several
                         staff members have been shot.

                                   SOLOMON
                         Castle?

                                   GUARD #2
                         Looks that way.

                                   FISK
                         Find him and take him out. This has
                         to end. Soon.

                                   GUARD #1
                         You... you want us to kill him?

                                   FISK
                         Do what you have to. I assure you
                         he won't hesitate to pull the
                         trigger and neither should you.

               Fisk picks up the pace, leaving his guards behind. He
               continues down the hall with Solomon as we:

                                                              FADE OUT.



                                  END OF ACT THREE
                                      ACT FOUR

                                                               FADE IN:

               INT. CHEMICAL PLANT - CANTEEN

               Spider-Man and Castle are as we left them.

               Spidey makes the first move, sending out a stream of WEBBING,
               but Castle spins around, and the webbing lands on his jacket,
               which he shrugs off instantaneously.

                                   SPIDER-MAN
                         You're going to run out of clothes
                         before I run out of webs!

               Castle RUSHES forward, TACKLING Spider-Man and keeping a firm
               grip around his waist.

                                   CASTLE
                         Always with the jokes...

               He KNEES Spider-Man in the gut, but Spidey PUNCHES him in the
               side, numerous times, until he breaks free of Castle's grip.

               Castle backs up, but Spider-Man presses the attack, letting a
               barrage of PUNCHES fly, most hitting Castle in the face.

               ANGLE ON CASTLE'S EYES

               As he studies Spider-Man's attack.

               BACK TO SCENE and it only takes him a moment before he's able
               to block a punch to his gut, sidestep, and grab Spidey's
               wrist, pushing it behind him, allowing Castle to strike with
               a vicious HEADBUTT, all in one fluid motion.

               Spider-Man recoils, and Castle's hand-to-hand training kicks
               in. He JABS at Spidey's gut with his left fist, then PUNCHES
               him across the face with his right.

               Spider-Man, slightly fazed, PUNCHES with all his might,
               sending Castle sliding across the floor.

               He stands up, a solid stream of blood dripping from his nose.

                                   SPIDER-MAN
                         Had enough!?

                                   CASTLE
                         What...

                                   SPIDER-MAN
                         Give it up, Castle. I'm not pulling
                         my punches anymore.

               Castle manages to clear his head, and, staring right ahead at
               Spider-Man, quickly draws his sidearm.

                                   CASTLE
                         These aren't rubber.

               Spider-Man stares at the gun, clenching his fist.

                                   CASTLE
                         Don't bother. I coated this one
                         with a non-stick polymer. 

               Spider-Man slumps a bit, but keeps focused on Castle.

                                   SPIDER-MAN
                         Keep this up and you'll find out
                         what I'm really capable of.

                                   CASTLE
                         If you're smart, you'll leave. If
                         not... well, I'm at the end of my
                         rope here. I don't know why you're
                         so dead set on saving Fisk, but...

                                   SPIDER-MAN
                         Because I'm not a psychopath!

               Castle takes a step forward, his gun arm not even flinching.

                                   CASTLE
                         Crazy? How can you justify letting
                         someone like him live? He won't
                         stay in jail, he's too well
                         connected. The law will fail here,
                         just like it always does!

                                   SPIDER-MAN
                         It doesn't matter. With enough
                         evidence...

               Castle takes a deep breath.

                                   CASTLE
                         You really believe that, don't you?

                                   SPIDER-MAN
                         I do.

                                   CASTLE
                         That's the difference between us, I
                         guess. You're playing a game. Me?
                         I'm fighting a war.

                                   SPIDER-MAN
                         I won't let you kill anyone else.
                         Not while I'm still breathing.

               Castle hesitates, but only for a moment.

               We remain focused on Spidey as Castle speaks:

                                   CASTLE (O.S.)
                         Well, then I guess this is what
                         they mean by "Sacrifices of War."

               CLOSE UP ON Spider-Man's eyes, which we can barely see
               through the mask, as they widen in fear.

                                   CASTLE (O.S.)
                         For what it's worth... I'm sorry.

               BLAM! BLAM! BLAM! BLAM! BLAM!

               Five gunshots ring out, and Spider-Man LEAPS backwards with
               everything he has, using one foot to PUSH OFF of the ceiling.

               He hits the floor with his back and rolls to the right,
               pushing his back up against the nearby wall.

               He looks up, but Castle's gone.

               Spidey looks around in vain, but he only spies a small gaggle
               of bullet holes in the far corner.

               Finally, he sets off after Castle...

               INT. CHEMICAL PLANT - HALLWAY - CONTINUOUS

               Spider-Man rushes out into the hallway, but Castle is nowhere
               to be seen.

                                   SPIDER-MAN
                             (shouting aloud)
                         You think I'm gonna go easy on you
                         because you didn't shoot me!?
                         You're a lunatic!

               He takes off down the hallway, continuing the path Castle
               would have taken, had he not entered the canteen.

               We HOLD ON the hallway for a moment, as one of the side doors
               open, and Castle leans his head out, watching Spidey
               disappear around a corner.

               He leans his head back against the door frame, contemplating.

               After a few moments, he looks up and spots an EXIT SIGN
               pointing back down the way he came.

               He brings out another pistol and follows the arrow.

               EXT. CHEMICAL PLANT - HELIPAD - MEANTIME

               Fisk exits the plant, heading towards his personal
               helicopter, the blades already spinning.

               Piling out of the helicopter are a half-dozen MEN, dressed in
               standard security uniforms but carrying much bigger weapons.

               The leader of this team nods at Fisk, who stops for a minute.

                                   FISK
                         It's Castle.

                                   SQUAD LEADER
                         We'll take care of it, sir.

                                   FISK
                         Do whatever it takes. Castle does
                         not leave here alive.

                                   SQUAD LEADER
                         What about Spider-Man?

                                   FISK
                         Try to avoid him, but if he gets in
                         the way, do what you have to...

                                   SQUAD LEADER
                         Understood.

               Fisk nods and ducks into the chopper.

               The Squad Leader watches the chopper as it begins to ascend,
               quickly turning and flying away.

               He turns to the other members of this tough-looking team.

                                   SQUAD LEADER
                         You heard the man! Castle is out of
                         the picture as of today. There's an
                         extra large bonus for whoever plugs
                         him!

               They nod, checking their weapons. The Squad Leader starts to
               walk towards the nearby entrance along with the others.

               INT. CHEMICAL PLANT - HALLWAYS

               Still making his way through the maze of near-identical
               hallways, Castle is a little more cautious as he advances,
               keeping his guns low and walking as quietly as possible. 

               He hears a sound, something scrambling. Turning around and
               bringing his pistols up, he gently nudges open a nearby door,
               extending his arms into two different directions as he
               enters, covering as much of the room as possible.

               INT. CHEMICAL PLANT - OFFICE - NEXT

               Inside a plain, boring looking office, a woman and a man are
               crouching behind a table, gripping each other in fear.

               Castle hasn't seen them yet; he's standing still, just
               listening. The man inhales, and Castle darts around the desk,
               pointing his guns at the office drone.

                                   MAN
                         DON'T!

               Castle lowers his guns.

                                   CASTLE
                         Stay here till the gunfire stops,
                         then call the police.

                                   WOMAN
                         Wha... what?

                                   CASTLE
                         Things might get hectic. I'll shut
                         the door on my way out, just try
                         and make as little noise as
                         possible.

               Castle retreats from the room, closing the door behind him,
               leaving the bewildered workers to try and figure out what
               just happened, and why he didn't kill them.

               INT. CHEMICAL PLANT - HALLWAYS

               Castle steps out of the room, guns brought up again. He makes
               his way down the hall, and we follow him as rounds another
               corner, coming face to face with a SECURITY GUARD!

               The guard is only a normal employee, an older gentleman with
               a snow-white moustache.
               He's only got a small handgun, which is pointed at the
               ground, and not really doing him a whole lot of good.

                                   SECURITY GUARD
                         Oh, god...

                                   CASTLE
                         Where's Fisk?

               The guard just stares in fright.

               Castle levels both pistols with the guards eyes, which of
               course, only serves to make the guard sweat even more.

                                   CASTLE
                         Where. Is. Fisk.

                                   SECURITY GUARD
                             (grasping for words)
                         He... he left. He's gone. Oh my
                         lord, please don't hurt me... my
                         grandkids... they don't...

               Castle tucks one of his pistols away and relieves the guard
               of his weapon.

                                   CASTLE
                         Go lock yourself in a closet
                         somewhere. Don't even think about
                         calling for backup.

               He just walks on past the guard, who looks like he might pass
               out from the encounter any second.

               We cut back over to Castle, who looks mighty pissed off that
               Fisk got away.

               He continues down the hall, rounding the corner.

               We drift back to the elderly guard as the Faux Security
               Guards, following in Castle's footsteps, approach him.

                                   SQUAD LEADER
                         You! Where did he go?

                                   SECURITY GUARD
                         He... he's gone...

               He points after Castle.

               The squad leader nods, issuing a hand signal to his men.

                                   SQUAD LEADER
                         Good work. Head for the front, the
                         police will be here shortly.

               The team heads out, quickly and quietly following Castle down
               the hallway. One of the underlings peeks around the corner
               and sees Castle walking.

               He pulls up a sub machine gun, pointing it right at Castle's
               exposed back, when...

                                   SPIDER-MAN (O.S.)
                         No more guns!

               Thwip! A web strand snags the gun from behind and pulls it
               away before the guard has a chance to react.

               The team turns around, almost as one, and SHOOTS, but there's
               nothing behind them.

               They're scouring the hallway, using hand signals to
               communicate. The leader seems to want two of them to check
               the nearest rooms.

               They don't notice Caste round the corner behind them. 

               INT. CHEMICAL PLANT - BACK ROOM - CONTINUOUS

               One of the heavily armed guards enters a dark room, full of
               all sorts of piping, and a few barrels, stacked right up
               against the back wall, all labeled "Explosive" and "Toxic."

               He gives the room a once-over, but there really are no places
               anyone could be hiding. He turns around to leave, when a
               single GUNSHOT rings out.

               He darts out, again into:

               INT. CHEMICAL PLANT - HALLWAYS

               The guard runs out as the rest of his team backs away from
               their leader, now with a bullet hole through his head.

               Castle holds his pistols, the remainder of the squad hesitant
               to engage the intimidating figure. 

               We focus on Castle, then the guards, trying to make eye
               contact with each other, while also trying to keep looking at
               Castle, and then back to the man himself. 

               Finally, the "guards" pull their weapons up and SHOOT,
               forcing Castle to retreat back around the corner, only
               managing to get a few shots off.

               A few is enough, though, as the man from the back room falls
               to the floor, bleeding from two wounds in his chest.

               We cut around the corner to see CASTLE, pulling out a small,
               handheld UZI gun, loading a very long clip into it.

               He's about to return fire, when a small, metal orb bounces
               around the corner and down in front of him. It's a grenade.

               Castle's eyes widen, and, seeing no other option, he CHARGES
               around the corner, hopping over the dead man in the doorway,
               just barely avoiding a hail of bullets from the other four
               gunmen. After a second, the grenade EXPLODES.

               INT. CHEMICAL PLANT - BACK ROOM - CONTINUOUS

               Castle ducks into the room, looking around, and quickly spots
               the dangerous barrels in the corner. He looks across from
               them, as sees the grenade blew a large, almost man sized HOLE
               in the wall.

               Castle stares back at the barrels, and calculates his odds.

               He lowers his gun and calls out.

                                   CASTLE
                         Stop! There's explosive material
                         here! I'm surrendering!

               He puts the gun down, and holds his hands up, walking towards
               the door.

                                   CASTLE
                         I'm unarmed. Come in and arrest me.

               He sighs, obviously not happy with how things are working
               out. Two of the men enter the room, guns trained on Castle.

                                   CASTLE
                         Let's just get this over with and
                         get me into custody.

               The one on the left, holding a shotgun, smirks.

                                   SHOTGUN MAN
                         Yeah, right.

               He pulls the gun up, and Castle THROWS himself towards the
               hole in the wall, and RIGHT INTO SPIDER-MAN!

                                   SPIDER-MAN
                         Hey, what are you...?!

               Castle TACKLES Spidey to the ground as the guard FIRES,
               trying to adjust his aim, but he's far too slow. Several
               pellets strike the explosive barrels.

               INT. CHEMICAL PLANT - HALLWAYS

               Castle covers Spider-Man's relatively unprotected body with
               his own, as the room behind them EXPLODES!

                                   SPIDER-MAN
                         What the hell?!

               Castle pushes himself to his feet, peeking back into the
               room. As soon as he does, however, he backs away, roughly
               grabbing Spidey and pushing him down the hall.

                                   CASTLE
                         Move!

               Spider-man resists, struggling against Castle's bulk.

                                   SPIDER-MAN
                         What? Hey, back off!

               Castle gives Spider-man a hard SHOVE down the hall.

                                   CASTLE
                         The explosion started a fire and
                         perforated the gas pipes. 

                                   SPIDER-MAN
                         What?

                                   CASTLE
                         This place is gonna blow!

                                   SPIDER-MAN
                         WHAT?!

               EXT. CHEMICAL PLANT - AERIAL SHOT

               The plant from a bird's eye view. A single, very large flue
               gas stack extends upwards. Nearby is the HUDSON RIVER.

               After a few seconds, a massive EXPLOSION tears the plant in
               half, sending the gas stack falling forward, and almost
               completely destroying the back end of the plant. 

               EXT. CHEMICAL PLANT - RUINS

               We find ourselves back in what's left of the hallway, after
               the explosion.
               The only light is the light from the afternoon sun, and as we
               look up, we can see that the roof in this area has caved in,
               along with most of the walls.

               Castle got lucky; his leg is pinned, but aside from that,
               there's just bits and pieces of concrete on him.

               He manages to get to his feet, moving the rubble aside.
               Taking a step forward, we can see he's got a pronounced limp,
               but the bone's obviously not broken.

               Looking around at the devastation, we (and Castle) can see
               that the shoot-out between Castle and Fisk's experts took
               place fairly close to the explosion.

               Castle looks through the rubble and spots a red-gloved hand.

               He drops his gun, and shoves a pile of cement chips away from
               Spider-Man's face. 

                                   SPIDER-MAN
                         Oh god... what happened? The
                         plant... all those people. The
                         guards...

                                   CASTLE
                         Those weren't guards, they were
                         soldiers. Mercenaries. Fisk
                         probably hired them to kill me.

                                   SPIDER-MAN
                         You're crazy.

               He looks down the street. No-one's gathered here yet; the
               plant is in the middle of an industrial area.

                                   CASTLE 
                         We have to get out of here. I need
                         to know if you're going to help me.

               Spider-Man tries to stand, but all the rubble is making it
               hard for him to move at all.

                                   SPIDER-MAN
                         Are you nuts? I'm turning you in!

               Castle scoffs, and walks away from Spider-Man.

                                   SPIDER-MAN
                         Castle! Stop!

               Castle just keeps walking, heading for a nearby warehouse. 

               After a few moments, Spider-Man manages to wretch free of the
               rubble, and stands.

                                   SPIDER-MAN
                         I'm not going to just...

                                   VOICE (O.S.)
                         Help!

               He stops, hearing the plea. After a lingering glance at the
               disappearing form of Castle, Spider-Man tears himself away
               and heads in the direction of the voice.

                                                               FADE TO:
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