109
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               EXT. GWEN'S HOUSE - FRONT PORCH

               Mary Jane stands outside. The door opens, revealing Gwen.

                                   GWEN
                         Hey. What's up?

                                   MARY JANE
                         Can I come in?

                                   GWEN
                         Sure.

               INT. GWEN'S HOUSE - GWEN'S ROOM

               The girls enter, finding seats on the bed.

                                   MARY JANE
                         I'm not interrupting anything am I?

                                   GWEN
                         Nah, Eddie's not around.

                                   MARY JANE
                         I stopped by Peter's, but he's not
                         home. Surprise, surprise.

                                   GWEN
                         Jeez, what is up with him?

                                   MARY JANE
                         Who knows. I've got enough stuff to
                         deal with myself.

                                   GWEN
                         What's going on?

                                   MARY JANE
                         My dad got this job offer...

               Gwen looks at her, confused.

                                   GWEN
                         Okay...

                                   MARY JANE
                         And I'm happy for him, but it's
                         working for a real shady guy, and
                         it's exactly the kinda thing he's
                         always said he'd never do, and now
                         my mom is basically forcing him
                         into taking it, even though I know
                         he shouldn't be, and so does he.

                                   GWEN
                         Sweetie, no offense, but your dad
                         is a lawyer. Not all of his clients
                         are going to be members of the
                         lollipop guild.

                                   MARY JANE
                         I know, but he's always tried to
                         be... different. Sure, he's been
                         offered these types of jobs before,
                         but he's always turned them down.

                                   GWEN
                         What made him take this one?

                                   MARY JANE
                         Money, what else?

                                   GWEN
                         I take it you guys aren't doing so
                         hot in that department?

                                   MARY JANE
                         Not exactly, but my mom always
                         makes it out to be worse than it
                         is. It's not like we're on the
                         welfare line. She just doesn't seem
                         to care how bad my dad would feel
                         for taking this job.

                                   GWEN
                         I'm sure they're doing what they
                         think is best.

                                   MARY JANE
                         Maybe, but I don't like it. This
                         whole situation, it really sucks.
                             (beat, sighs)
                         What should I do?

                                   GWEN
                         Is there anything you can do?

               Off Mary Jane, as she realizes there really isn't.

                                                               FADE TO:

               INT. OSCORP - RESEARCH LAB

               Norman enters, and approaches Doctor Conners.

                                   NORMAN
                         What do you have for me?

               Conners produces a few sheets of paper.

                                   CONNERS
                         I looks like you were right.
                         They're Renaissance-positive.

               Norman doesn't respond. This isn't really news.

                                   NORMAN
                         Is it lethal?

                                   CONNERS
                         Potentially, yes. It would depend
                         on the amount ingested, and the
                         potency of the dose.

                                   NORMAN
                         What about any other... side
                         effects?

               Conners eyes him.

                                   CONNERS
                         You mean...

                                   NORMAN
                         You know what I mean, Doctor.

                                   CONNERS
                         Impossible to tell, but if the
                         dosage is high enough, and spread
                         out over a long period of time...
                         assuming the person doesn't die
                         first, it's possible the serum
                         could begin to assert itself.
                             (then)
                         Temporarily, of course. Death would
                         be the end result in any event.

                                   NORMAN
                         We have to keep this under wraps.
                         If Fury finds out about it...

                                   CONNERS
                         Then I suggest you hurry. I'm
                         guessing this hasn't been
                         circulating long enough for many
                         users to experience any changes,
                         but if it keeps up unchecked... we
                         will have problems.

                                   NORMAN
                         To say the least.
                             (beat)
                         How's that counter-agent coming?

                                   CONNERS
                         The one you ordered three months
                         ago? Slowly, I'm afraid.

                                   NORMAN
                         Well then I suggest you speed up
                         the process.
                         It looks like our worst case
                         scenario just became a reality.

               Off Norman:

                                                          SMASH CUT TO:

               INT. MIDTOWN HIGH - HALLWAY - MORNING

               Liz opens her locker door, grabbing the familiar bag. She
               grabs two pills and quickly tosses them into her mouth.

                                   FLASH (O.S.)
                         Hey.

               Liz's eyes widen, and she quickly takes a swallow from a
               bottle of water. She turns and is met by Flash.

               It's now that we really see what condition she's in. Her eyes
               are surrounded by dark circles, and she looks pale.

               Flash seems to notice.

                                   LIZ
                         Hey.

                                   FLASH
                         What's up with you?

                                   LIZ
                         What are you talking about?

                                   FLASH
                         I haven't seen you all day. I came
                         to pick you up this morning, and
                         your mom said you had already left,
                         and no offense, but... you look
                         like hell. Are you feeling okay?

                                   LIZ
                         Oh, yeah. I feel fine.

                                   FLASH
                         Really?

                                   LIZ
                         What is this, an interrogation?
                         Your not my dad, Flash!

                                   FLASH
                         Whoa, hold on! I was just checking
                         up on you. I was worried.

                                   LIZ
                         Yeah, well don't be.

               Liz takes off down the hall, leaving a baffled Flash.

               PAN ACROSS the hall and we find Indy watching from behind a
               nearby SODA MACHINE, a grin on her face.

               INT. MIDTOWN HIGH - GYM

               The girls P.E. class begins to form into a circle. Among the
               group, Liz looks upset. Mary Jane and Gwen spot her.

                                   MARY JANE
                         Everything alright?

                                   LIZ
                         Depends on your definition of
                         alright.

                                   GWEN
                         Are you sick or something? You
                         look...

                                   LIZ
                             (quickly)
                         I'm fine.

                                   GIRL'S COACH
                         Listen up! I'm splitting the class
                         into two teams. We're going to have
                         ourselves a little volleyball game!

               Before they can get started, Indy runs up.

                                   INDY
                         Oh, look who it is! Miss Sour
                         Pants! Got anymore smart-ass
                         comments for me today?

                                   LIZ
                         I thought I told you to stay out of
                         my business.

                                   INDY
                         Oh, I'm not in your business.
                         Flash, on the other hand...

               Liz suddenly becomes serious.

                                   LIZ
                         Stay the hell away from Flash.

                                   INDY
                         I saw the way you blew him off in
                         the hall. If you can't handle him,
                         maybe I should...

               Liz grabs her by her shirt, and actually lifts her off her
               feet. Everyone gasps at her show of strength.

                                   LIZ
                         Maybe you didn't hear me. Go find
                         your own guy, and leave me and mine
                         the hell alone!

               She SHOVES Indy back, sending her flying through the air,
               where she CRASHES into the bleachers.

               Mary Jane, Gwen, and the rest of the class stare at Liz in
               stunned silence. Liz doesn't seem to understand it herself,
               and takes off running toward the exit.

               INT. MIDTOWN HIGH - HALLWAY - MOMENTS LATER

               Liz rushes back to her locker. She digs through her things,
               searching for something.

                                   LIZ
                         Come on!

               She begins tossing items onto the floor.

               Finally finding what she's looking for, Liz pulls out another
               pill and quickly pops it into her mouth.

                                   FLASH (O.S.)
                         What was that?

               She quick turns back.

                                   LIZ
                         What?

                                   FLASH
                         Whatever you just took.

                                   LIZ
                         Oh, that. It was an aspirin.

                                   FLASH
                         That wasn't an aspirin.

                                   LIZ
                         I don't have time for this.

               She pushes past him.

                                   FLASH
                         Where are you going?

                                   LIZ
                         Anywhere but here!

               Flash grabs her by the arm, stopping her in her tracks. Liz
               turns around and with one hand PUSHES Flash off of her.

               Much like Indy before, he hits the floor, and slides down the
               hall until hitting up against a set of lockers.

               Liz stops, looking back with regret, then quickly takes off
               running down the hallway, and out a nearby door.

               Flash begins to come to as Peter rushes up to him, along with
               Eddie, Kenny, COACH MANSFIELD, and others.

                                   KENNY
                         What the hell was that?

               Off Peter's worried expression:

                                                              FADE OUT.



                                   END OF ACT TWO
                                      ACT THREE

                                                               FADE IN:

               INT. WATSON HOME - DINING ROOM - NIGHT

               Craig sits alone at the dining room table, his attention
               focused on a stack of papers located in front of him. Mary
               Jane walks down the stairs and into the room.

                                   MARY JANE
                         What are you still doing up?

                                   CRAIG
                         Couldn't sleep.

               Mary Jane sits beside her father at the table.

                                   CRAIG
                         I figured I'd catch up on some of
                         my paper work.

                                   MARY JANE
                         I couldn't sleep either.

                                   CRAIG
                         Well since we're both up, how about
                         I make us some peanut butter and
                         jelly sandwiches?

                                   MARY JANE
                         Sounds good.

               INT. WATSON HOME - KITCHEN

               A jar of peanut butter and jelly rests on the kitchen
               counter, along with a knife and a loaf of bread.

               Craig and Mary Jane are seated at the table enjoying their
               sandwiches.

                                   CRAIG
                         I forgot how good these were.

               Awkward silence from Mary Jane.

                                   CRAIG
                         Look, um... I haven't told your
                         mother yet, but... I'm having
                         second thoughts about the job.

               Mary Jane perks up.

                                   MARY JANE
                         You are?

                                   CRAIG
                         Something tells me you're not too
                         upset about that.

                                   MARY JANE
                         I just... I know how hard it'd be
                         for you to work for someone like
                         that. You've taught me since I was
                         a little kid about doing the right
                         thing, and now... I just feel like
                         mom doesn't even care.

                                   CRAIG
                         Your mother's only doing what she
                         thinks is best. She's right, we do
                         need the money. It's only going to
                         get worse until we do something
                         about it.

                                   MARY JANE
                         Things aren't that bad though!

                                   CRAIG
                         They may be worse than you realize.
                         We don't tell you everything that
                         goes on because we don't want you
                         to worry about them, but one way or
                         another something has to change.

                                   MARY JANE
                         So you still might take the job?

               Craig looks down at the floor.

                                   CRAIG
                         I don't know. I used to think it
                         was so simple, right and wrong.
                         Now, I'm not so sure...

                                   MARY JANE
                         I just don't want you to do
                         something you're going to regret.

                                   CRAIG
                         Believe me, I don't either.
                             (beat, sighs)
                         Maybe it'd turn out okay. Maybe it
                         really was an accident.

                                   MARY JANE
                         I wish I could believe that.

                                   CRAIG
                         So do I. It'd make this decision a
                         whole lot easier.

                                   MARY JANE
                         Well, you know what I think.

               Craig nods, smiles at her.

                                   CRAIG
                         I know, and you're right. I just
                         don't know if there is a right or
                         wrong decision here.

                                   MARY JANE
                         Isn't there always?

               A beat before:

                                   CRAIG
                         No... not always.

               Off Craig:

                                                               FADE TO:

               EXT. STREET - LATE NIGHT

               Outside a row of small shops, an alarm sounds faintly in the
               background. Immediately we notice one of the shops has a
               shattered window. A MASKED THIEF quickly steps through.

               EXT. SECLUDED STREET - NIGHT - CONTINUOUS

               The thief runs down the street as fast as their feet can
               carry them, a large bag of money in each hand.

               Suddenly, the thief HITS the ground hard.

               SPIDER-MAN jumps down the from a nearby street light.

                                   SPIDER-MAN
                         Call me looney, but I don't think
                         that money belongs to you.

               The thief tears away the webbing from their feet and attempts
               to run, but Spidey fires another burst of webbing.

                                   SPIDER-MAN
                         Right, because it worked so well
                         the first time.

               The thief grabs the string of webbing, snatching it and
               sending Spider-Man flying into a nearby parked car.

                                   SPIDER-MAN
                             (dazed)
                         Not another one...

               Spider-Man slowly picks himself up from the wreckage and
               wipes the loose glass off of him.

                                   SPIDER-MAN
                         You're not going to make this easy
                         for me are you?

               The thief runs straight towards him. In one quick motion the
               thief SWINGS a right hook at him, but Spidey back flips over
               the car, creating space between him and the thief.

               The thief rips the broken car door from the car and HURLS it
               straight at Spider-Man, who backflips.

               SLOW MOTION

               Spider-Man arches backwards as the door flies over him, mere
               inches from his chest.

               BACK TO SCENE as the door SMASHES into the street. Spider-Man
               completes his back flip.

                                   SPIDER-MAN
                         You're gonna put someone's eye out
                         with that thing!

               Spider-Man LEAPS forward, over the car, and the thief. He
               fires several quick bursts of webbing down, and finally a
               long, concentrated string, tying the thief up.

                                   SPIDER-MAN
                         That ought hold you.

               The thief BURSTS through the webbing.

                                   SPIDER-MAN
                         Or not.

               The thief quickly GRABS Spidey, flipping him into the air,
               where he spins, and lands back on his feet. The thief trips
               him off his feet, then begins to CHOKE him.

               Spider-Man fires another burst of webbing into the thief's
               face, temporarily blinding them.

               Spider-Man gasps for air as the thief tries to remove the
               webbing from their mask, with little success.

               Finally, the thief rips off the mask. It's Liz.

                                   SPIDER-MAN
                         Wha...?

               Liz takes advantage of Spidey's confusion, catching him with
               a HARD PUNCH to the face, sending him sailing back into the
               car, where he drops to the ground.

               Liz grabs the bag of money, and quickly runs off down the
               street. Spider-Man slowly climbs to his feet.

               As he watches her leave:

                                                               FADE TO:

               INT. MIDTOWN HIGH - HALLWAY - THE NEXT DAY

               Gwen and Eddie are standing by a set of lockers as Flash
               approaches them, looking worried.

                                   EDDIE
                         Still dodging Indy?

                                   FLASH
                         No, actually I'm trying to find
                         Liz. You guys seen her anywhere?

                                   GWEN
                         Nope.

                                   EDDIE
                         Smooth, dude. You already chased
                         her away.

                                   GWEN
                         You sure she'll show up after
                         yesterday?

                                   FLASH
                         I don't know what to think anymore.
                         Her mom said she didn't even come
                         home last night. I'm really
                         starting to worry.

                                   GWEN
                         There's a lot of rumors going
                         around, you know. People are saying
                         she's a... you know.

                                   FLASH
                         She's not a mutant.

                                   EDDIE
                         Hey, nothing wrong with it, bro.
                         Sounds like a pretty sweet deal if
                         you ask me, having powers and all.

                                   FLASH
                         Right now I just want to find Liz,
                         mutant or not.

                                   GWEN
                         Well, hey, whatever's up with her,
                         she'll come around.

                                   FLASH
                         I hope so.
                             (then)
                         Let me know if you guys hear
                         anything, will you?

                                   EDDIE
                         No problem, bro.

                                   FLASH
                         Thanks.

               Flash walks off down the hall, still very concerned.

               INT. MIDTOWN HIGH - HALLWAY (OTHER)

               Peter slams his locker shut, still sore from the night
               before. He turns to find Mary Jane approaching.

                                   MARY JANE
                         Peter. Long time, no see.

                                   PETER
                         Yeah, sorry. Been busy. Aunt May
                         told me you stopped by last night.

                                   MARY JANE
                         Just more of that good ole' Watson
                         family drama.

                                   PETER
                         What's up?

                                   MARY JANE
                         My dad got this job offer. Sounds
                         simple, but it's a long story.

                                   PETER
                         Everything alright?

                                   MARY JANE
                         I think so. I mean, it will be. I
                         just don't like the idea of my dad
                         working for some creep.

                                   PETER
                         He is a lawyer.

                                   MARY JANE
                         I know, I know. That doesn't mean
                         he has to represent every shady
                         corporate CEO who comes his way.

                                   PETER
                         I don't get it though. Your dad's
                         never done that kind of thing
                         before. Why come to him?

                                   MARY JANE
                         That's what I've been trying to
                         figure out. Who knows. You'll have
                         to ask Wilson Fisk.

               Peter's eyes widen.

                                   PETER
                         Fisk?!

                                   MARY JANE
                         Um... yeah.

                                   PETER
                         Wilson Fisk? Wilson Fisk offered
                         your dad a job?

                                                                CUT TO:

               INT. EMPIRE STATE UNIVERSITY - AFTERNOON

               ROBBIE walks down a sidewalk on campus, phone to his ear.

                                   PETER
                             (filtered; through phone)
                         Why would he offer MJ's dad a job?

                                   ROBBIE
                         He is getting a lot of heat for the
                         plant explosion.

               INT. MIDTOWN HIGH - HALLWAY

               Peter stands in front of a pay phone in an empty hallway.

                                   PETER
                         MJ says he wants to use him to gain
                         sympathy in court. That guy must
                         have millions, why not just pay the
                         fines and move on?

                                   ROBBIE
                         It's not just fines at this point.
                         Turns out a bunch of the chemicals
                         weren't even supposed to be there
                         that close to the river.
                         Officially, it was an agricultural
                         research facility, but it looks
                         like there was a lot more going on.

                                   PETER
                         I'm starting to think you've been
                         right about this guy all along.

               INTERCUT BETWEEN PETER AND ROBBIE

                                   ROBBIE
                         I just wish there was something to
                         pin him to. Even if he's convicted
                         of this, he'll still only spend a
                         few years in jail, if that.

                                   PETER
                         I don't like MJ's family being
                         involved. If something goes wrong,
                         it could end up coming back to
                         them.

                                   ROBBIE
                         I'm working on Fisk. Sooner or
                         later something's gotta give with
                         this guy. If he really did have
                         Castle's family murdered, someone
                         out there knows about it.

                                   PETER
                         Have you heard anything?

                                   ROBBIE
                         I've made a few connections, but
                         nothing major. Don't worry, I'm
                         going to crack this guy, one way or
                         the other. That is, if Castle
                         doesn't beat me to it.

                                   PETER
                         I hope you're right. This whole
                         situation is getting a little too
                         close to home.

               Off Peter:

               EXT. MIDTOWN HIGH - STUDENT PARKING LOT

               Flash walks toward his car, backpack in tow. There waiting
               for him is Liz. She looks terrible, worse than before even.
               Her skin is so pale, it's almost white, and the dark circles
               under her eyes are much more pronounced.

                                   LIZ
                         I hear you've been looking for me.

                                   FLASH
                         You need to come home.

                                   LIZ
                         Why? There's nothing for me there.

                                   FLASH
                         What is wrong with you?!

                                   LIZ
                         There's nothing wrong with me. In
                         fact, for once things actually make
                         sense to me.

               Flash looks at her closely.

                                   FLASH
                         You're on something.

                                   LIZ
                         I'm not.

                                   FLASH
                         You are! What is it? Where did you
                         get it?

                                   LIZ
                         I'm not on anything! What is your
                         problem?!

                                   FLASH
                         My problem? My problem is the way
                         you've been acting. Not to mention
                         your stunt in the gym yester...

                                   LIZ
                         Why do you care?

                                   FLASH
                         Why do I...? I care about you!

               Liz rolls her eyes.

                                   LIZ
                         Oh please! We've been together for
                         like a week. All I am to you is
                         another piece of ass for the
                         weekend. Someone you can...

               Flash grabs her by the arm.

                                   FLASH
                         Alright, that's it.

                                   LIZ
                         What the hell are you doing?!

                                   FLASH
                         Taking you to the hospital.

                                   LIZ
                         Like hell!

               Liz snatches her arm away, sending Flash to the ground.

               She gets into her car and STREAKS out of the parking lot. A
               moment later, Flash gets to his feet and gets into his car,
               heading off into the same direction as Liz.

               Peter walks into frame, having seen it all.

               Off his concerned face:

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