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               INT. PAWN SHOP - LATER

               A sleazy looking place, with various mismatched and shabby
               looking objects on display. An overweight CASHIER is seated
               at the counter, mindlessly trying to tune an old guitar.

               We linger on this quiet scene for a moment, before the
               windows to the front of the store SMASH open, sending a
               shower of glass in every direction.

               The mutants enter, Bobby among them, his identity hidden by a
               sheer blue mask. The others wear similar masks.

                                   FREDDIE
                         Where's the safe?

                                   CASHIER
                         Th-the safe?

                                   MORTIMER
                         You know, big, heavy, metallic. Has
                         a load of cash in it?

                                   CASHIER
                         I don't know. Honestly.

                                   FREDDIE
                         You willing to die for a little bit
                         of cash?

               Bobby reacts to this, looking at Freddie nervously.

               UNDER THE COUNTER

               The Cashier discreetly presses a silent alarm.

               BACK TO SCENE as Freddie SLAMS his fist into the counter,
               SMASHING it into pieces. The Cashier stumbles backwards.

               Suddenly, he reaches to his left and grabs a SHOTGUN.

               Before he can even aim it at Freddie, Mortimer LEAPS into the
               air, snatches the gun away, and SNAPS it in half over his
               knee. Freddie grabs the Cashier and sends him FLYING through
               the air, where he lands on the pavement outside.

                                   EILEEN
                         Nice one!

                                   FREDDIE
                         Help me find the safe.

               Eileen and Mortimer exit into the back of the shop, but Bobby
               hangs back. He's shocked by what he just saw. Police sirens
               echo in the distance, and Bobby tenses up.

                                   FREDDIE
                         You're not gonna run out on us are
                         you? We're all in this together
                         remember? A family.

               Bobby looks unsure of himself as Mortimer and Eileen return,
               dragging the SAFE behind them.

                                   FREDDIE
                         Empty the register.
                             (to Bobby)
                         A little help?

               Bobby leans down over the safe. He holds his hand out and a
               thick coat of ice slowly forms over the locking mechanism.
               Freddie SMASHES the ice, cracking open the safe. Inside is an
               assortment of cash, jewelry, and other valuable items.

                                   FREDDIE
                         Jackpot!

               Freddie smiles at the sight before him, but it doesn't last.
               Soon, THREE COPS burst in, their guns drawn.

                                   COP
                         NYPD! Freeze!

               One by one, the mutants stop what they're doing and face the
               cops, not looking scared in the least bit.

                                   FREDDIE
                         Alright, but you walked right into
                         that one.
                             (nods to Bobby)
                         Do your thing, Frosty.

               Bobby concentrates and throws his hands out. The cops guns
               begin to freeze, and the effect moves up their arms.

               Mortimer takes off at a run. Just before he reaches the line
               of cops, he leaps into the air, and lands behind them,
               reaching out, and striking one in the back of the head.

               Freddie grabs the other two, SLAMMING them into each other,
               then tossing them back out onto the street.

               Bobby stands with Eileen, watching the chaos. 

                                   EILEEN
                         Come on.

               They grab the bags of cash and jewelry Freddie was stuffing,
               and begin to move toward the exit. Suddenly, though, a BURST
               OF WEBBING shoots into frame, snatching one of them away.

               They look back and find SPIDER-MAN standing inside the broken
               window, over the unconcious police officers.

                                   SPIDER-MAN
                         You know, stealing isn't very nice. 

               He shoots a strand of webbing that, this time, wraps around
               Eileen. With one pull of his wrist, she is sent hurtling
               through the air, where she COLLIDES with Mortimer.

               Freddie takes a swing at Spider-Man, who dodges them, then
               jumps over his head, taking a quick JAB at his face.

                                   SPIDER-MAN
                         Now, that just isn't nice.

                                   FREDDIE
                         Well look who it is! You wouldn't
                         hurt a fellow freak would ya'?

               Freddie takes several swings, but Spidey isn't having a hard
               time ducking them. Spider-Man fires a BURST of webbing into
               his face, temporarily blinding him.

                                   FREDDIE
                         Son of a bitch!

               Spider-Man suddenly stops as his SENSE kicks in. Mortimer
               takes a swing, which Spidey ducks, kicking him in the gut,
               then flipping him over his head with both feet.

               Spider-Man spins back around to face Freddie, who has removed
               the webbing. He's greeted by Bobby, who sends another JET OF
               ICE his way, which sends Spider-Man to the ground.

                                   FREDDIE
                         Come on, we're leaving.

               They exit, with Bobby being the last one. On the ground,
               Spider-Man begins to stir.

                                   SPIDER-MAN
                             (weak)
                         Bobby?

               Bobby falters, thrown by the mention of his name.

                                   FREDDIE (O.S.)
                         Yo, iceman, you coming?

               Bobby lingers for a moment before finally snapping out of it
               and hurrying through the exit, leaving a dazed Spider-Man.

               INT. GWEN'S HOUSE - GWEN'S ROOM

               Eddie sits on the floor, stacks upon stacks of CD's before
               him, and a notebook in one hand, checking off his list.

               Gwen lies on her bed, looking bored.

                                   GWEN
                         Exactly how long is this going to
                         take?

                                   EDDIE
                         Patience, young grasshopper. This
                         list needs to be perfect.

               Gwen rolls her eyes.

                                   GWEN
                         You really are obsessed with this
                         thing, aren't you?

                                   EDDIE
                         What are you getting it?

                                   GWEN
                         It's just some stupid dance. It's
                         not like they're even that fun.

                                   EDDIE
                         Exactly! That's what I'm hoping to
                         change. I mean, the whole 90's
                         dance idea is kinda weird, but that
                         doesn't mean we can't enjoy it.

               Gwen shakes her head, beginning to look more disappointed
               than angry. Eddie notices, and drops his list.

                                   EDDIE
                         What's wrong?

                                   GWEN
                         I dunno... wouldn't it be better if
                         the two of us just... did something
                         together? Instead of the dance?

                                   EDDIE
                         We're still gonna be together at
                         the dance. Besides, I'm the DJ. The
                         student population of Midtown is
                         counting on me to make this thing
                         not suck. I can't let them down!

                                   GWEN
                         Eddie, I'm serious! You'd rather
                         spend all night at a lame school
                         dance than spend time with me?

                                   EDDIE
                         Alright, really, what's going on
                         with you? You are making way too
                         big a deal over this.

                                   GWEN
                         Maybe I am, but I haven't ever seen
                         you this excited about spending
                         time with me. Besides, I can think
                         of a thousand things I'd rather do
                         than go to this dance.

               Eddie's face lights up.

                                   EDDIE
                         You mean, like...

               Gwen corks him on the arm.

                                   GWEN
                         Out of the gutter, Eddie.
                             (beat, sighs)
                         Honestly, I don't even know if I'm
                         going tomorrow night.

               Eddie's visibly hurt.

                                   EDDIE
                         Well, if that's how you feel, I
                         guess there's nothing I can do.

               He gathers up the CD's and begins stuffing them into his
               backpack. Gwen sits up on the bed.

                                   GWEN
                         What are you doing?

               Eddie zips up the bag and stands.

                                   EDDIE
                         I uh... I should get home.

               Eddie exits, leaving Gwen upset with herself.

                                                               FADE TO:

               EXT. OSCORP - PARKING GARAGE - NIGHT

               Norman stands beside his limo, which is parked near an
               elevator. He is alone until a second car pulls up.

               Smythe steps out, wearing more casual clothing than we've
               previously seen him in.

                                   NORMAN
                         Glad you could make it, Alistair. I
                         know it was short notice.

                                   SMYTHE
                         It's no trouble. What's going on?

                                   NORMAN
                         We may have found the leak.

               Smythe stares at Norman nervously.

                                   SMYTHE
                         Sir?

                                   NORMAN
                         Why don't we continue this in my
                         office? I want you to get your
                         opinion on something.

               Norman enters the elevator, but Smythe remains where he is.

                                   NORMAN
                         You're coming, right?

               Smythe cautiously enters.

               INT. ELEVATOR - CONTINUOUS

               The doors close, leaving them alone. After a long, tense
               moment of silence, Norman turns to Smythe.

                                   NORMAN
                         You know, all along I had suspected
                         Gargan in this. It made the most
                         sense. Then I remembered something
                         Doctor Stromm said to me before
                         storming out of my office the day I
                         removed him as project lead.

               Smythe listens intently as Norman continues.

                                   NORMAN
                         Good luck. I'm going to need it.
                             (beat, laughs)
                         Gargan was right. The man is a
                         lunatic. I mean, anyone who gets
                         involved with Fisk has to be either
                         crazy, desperate, or both. I would
                         know, right?

               Smythe doesn't respond.

                                   NORMAN
                         I should have known after the break
                         in that this would happen.
                         Fisk doesn't stop until he gets
                         what he's after. I should have seen
                         it coming. I suppose in some
                         twisted way this is all my fault.

                                   SMYTHE
                         Stromm was unstable. There's
                         nothing you could have done.

               Norman looks over at Smythe with a cold glare as the elevator
               comes to a stop. The door remains closed. Smythe presses the
               button to open them, but nothing happens.

                                   NORMAN
                         But there was...

               Smythe looks at Norman nervously. He's about to speak, but
               before he has a chance, Norman catches him with a HARD BACK
               HAND to the face. Smythe staggers back, stunned.

                                   NORMAN
                         I trusted the wrong people.

               Norman kicks him HARD in the gut. Smythe hunches over in pain
               as a small drop of blood falls from his mouth.

                                   NORMAN
                         I trusted you.

               Norman grabs him by the collar, lifting him up, and pressing
               him against the wall. He looks him dead in the eye.

                                   NORMAN
                         That's not a mistake I'll make
                         again.

               Norman releases him and backs away.

                                   NORMAN
                         I hope it was worth it.

               The doors slide open revealing two LARGE MEN in suits. They
               both sport matching tattoos over their left eyes.

                                   SMYTHE
                         Norman, you... no! This is a
                         mistake! You can't do this!

               Norman turns and exits the elevator.

                                   NORMAN
                         Can't do what? I was never here.

               Smythe's expression quickly changes from one of desperation
               to one of panic. He rushes out of the elevator.

               The two men grab him, shoving him back inside. They enter
               behind him as Norman looks on. The doors slide closed.

                                   SMYTHE
                             (through the door)
                         Norman!

               Off Norman's cold expression:

               INT. FREDDIE'S LOFT - LIVING ROOM

               Our four mutants are seated in a circle, with the loot from
               the pawn shop robbery spread out on the floor.

                                   MORTIMER
                         What a score! We really lucked out
                         this time.

                                   FREDDIE
                         Luck had nothing to do with it. We
                         got our new secret weapon!

                                   EILEEN
                         I don't care what it is. We're
                         three grand richer, that's all that
                         counts.

               Bobby has been awfully quiet. Freddie picks up on this.

                                   FREDDIE
                         You alright?

                                   BOBBY
                         What? Oh, yeah. I'm just... trying
                         to take it all in. We fought Spider
                         Man! I mean, that's pretty crazy.

                                   FREDDIE
                         Don't worry about him. We've got
                         bigger fish to fry.

               Mortimer and Eileen lean in, interested.

                                   FREDDIE
                         Now that we've got Snowman here, I
                         think it's time we move on to
                         bigger and better things.

               He shoves the pile of loot roughly, almost with disdain.

                                   FREDDIE
                         This stuff here, it's only the tip
                         of the iceberg. It's nothing
                         compared to what we could be doing.

                                   EILEEN
                         Got anything in mind?

                                   FREDDIE
                         How does an armored truck sound?

               They all react.

                                   MORTIMER
                         Sounds dangerous. I'm in.

                                   EILEEN
                         You know I'm with you.

               They all turn to Bobby, who looks as nervous as ever.

                                   FREDDIE
                         What about it, Bobby? You game?

               Off Bobby's confused face:

                                                              FADE OUT:



                                  END OF ACT THREE
                                      ACT FOUR

                                                               FADE IN:

               INT. PARKER HOME - PETER'S ROOM

               Peter stands just inside his closet, tossing bits of clothing
               out onto his bed, and onto the floor. He picks through his
               closet a bit more before pulling out a white shirt.

               He goes to the mirror, holding the shirt up to his chest.

                                   PETER
                         Eh...

               He tosses the shirt away, then picks up another, more casual
               shirt, which he seems to be more comfortable with.

               He looks up at the clock, which reads 7:45pm.

               EXT. PARKER HOME - FRONT PORCH - NIGHT

               Peter rushes out the door, wearing the more casual shirt. He
               looks nervous, excited, and jittery all rolled into one.

               Just as he shuts the door behind him, A LOUD CRASH is heard
               in the distance. Peter looks up with a frown.

               He looks at his watch, and with his annoyed sigh we:

                                                                CUT TO:

               EXT. QUEENS - STREETSIDE - NIGHT

               A large section of the street is in chaos, with people
               fleeing the scene. AN ARMORED TRUCK has crashed into the side
               of a brick building, a large sheet of ice on the road nearby.

               The sound of twisting steel can be heard as we move to the
               rear of the truck and find Freddie breaking the locks on the
               door. He's wearing the same outfit as the night before.

               Mortimer leaps down from a building, landing beside a
               confused looking Bobby and a smiling Eileen.

                                   BOBBY
                         Won't the cops show up again?

                                   MORTIMER
                         Probably. It's cool, though. They
                         can't stop us.

                                   BOBBY
                         I don't know about you, but I'm not
                         bullet proof.

                                   EILEEN
                         Just ice 'em before they have a
                         chance to shoot. You'll be fine.

               Freddie pulls, and gradually manages to edge open the back
               door of the truck. Eileen and Mortimer watch on in
               anticipation, and as Freddie finally pulls it open.

               Inside are stacks upon stacks, bags upon bags of CASH.

                                   EILEEN
                         There is no way we've got room for
                         all that.

                                   FREDDIE
                         That's why we're taking the truck.

                                   MORTIMER
                         Taking the truck?! Are you crazy?

                                   FREDDIE
                         Trust me. Get in.

               Freddie walks around to the front of the truck, while the
               other hop into the back with the money. They turn back to
               shut the doors and find Spider-Man has arrived.

                                   SPIDER-MAN
                         Couldn't you have waited a few
                         hours? I've got plans tonight!

                                   MORTIMER
                         We've got trouble, Fred!

               Freddie looks back, then PUNCHES the door right off its
               hinges, sending it flying across the street.

                                   FREDDIE
                         Take him down!

               Mortimer hops out, then looks back at Bobby.

                                   MORTIMER
                         You coming?

               Bobby looks on, uncertain.

               INT. MIDTOWN HIGH - GYM

               The gym is decorated for the dance. Streamers everywhere, and
               other decorations hanging from the roof, giving the room a
               definite 90's vibe as "Feel Me Flow" by Naughty By Nature
               plays over the loud speakers.

               Standing against a wall is Mary Jane, looking elegant, but
               with a glum look plastered across her face. She makes her way
               to the DJ table and is forced to a double take when she sees
               Eddie and what he's wearing.

               He's dressed Vanilla Ice-style, from the parachute pants, to
               the phony hair-do. Despite herself, Mary Jane laughs.

                                   EDDIE
                         Not exactly the reaction I was
                         going for, but thanks anyway!

               He returns to his DJing for a moment, then looks back and
               notices the glum look at her face.

                                   EDDIE
                         What's wrong?

                                   MARY JANE
                         Have you seen Peter today?

                                   EDDIE
                         Your knight in shining tuxedo
                         running late, eh?

                                   MARY JANE
                         Looks that way.

                                   EDDIE
                         Don't sweat it. He'll be here.
                         Probably just got side-tracked.

                                                                CUT TO:

               EXT. QUEENS - STREETSIDE - NIGHT

               The four mutants surround Spider-Man as several POLICE CARS
               speed onto the scene. OFFICERS step out, their guns aimed.

                                   LEAD OFFICER
                         Alright, hands on your head! All of
                         you! That means you, too, Spidey!

                                   SPIDER-MAN
                         Oh, that's right, arrest the guy
                         who's here to help!

               Mortimer FLIPS into the air, landing behind two cops and
               landing two solid KICKS to the back of their heads, rendering
               them unconcious. The other cops open fire, but Mortimer leaps
               out of the way before they can get a clear shot.

               Freddie grabs the door he ripped off, and THROWS it at the
               cops, causing several of them to duck down. Mortimer takes
               this opportunity to snatch their guns away.

               Bobby watches on, not really wanting to get involved.

               Spider-Man runs to Freddie, who fakes a right, then DRILLS
               him with a left hook, sending Spidey into the truck.

               Freddie grabs him and attempts another punch, but Spider-Man
               moves and he hits the truck instead.

               Eileen sneaks up next to Spider-Man, and places her hand on
               the small of his back. She stares at him expectantly.

               Nothing happens.

                                   EILEEN
                             (stunned)
                         What the hell are you?

               Spidey's sense goes off. Behind him, Mortimer is in mid-air,
               preparing to pounce. Spider-Man quickly spins out of the way,
               then WEBS Mortimer's hands to his body. He lands one solid
               PUNCH to his jaw, then a KICK, knocking Mortimer down.

               Eileen jumps on Spidey's back. He flips her over as gently as
               he can, then shoves her back into Mortimer, webbing them both
               together at the waist, and then to the side of the truck.

               Freddie lets out a snarl - it's almost inhumane - and rushes
               towards Spidey, who is caught off guard. Freddie knocks him
               clear across the street, where he dives on top of him.

               Spider-Man is dazed as Freddie approaches, a crowbar in hand.
               He stands over Spidey, a smirk on his face.

                                   FREDDIE
                         Looks like you've finally met your
                         match, bug boy.

               Freddie raises the crowbar in preparation to strike...

               But it never comes, as his arm is suddenly FROZEN in place.
               He looks back and finds Bobby standing behind him.

                                   FREDDIE
                         What the hell are you doing? I
                         thought you were one of us?!

                                   BOBBY
                         So did I...

               Before he can react, Spider-Man lands a HARD PUNCH to
               Freddie's jaw, knocking him back. He leaps back to his feet
               and webs up Freddie, placing him with the others.

               Spider-Man looks back and sees Bobby fleeing the scene.

                                   SPIDER-MAN
                         Bobby, wait!

               He fires a burst of webbing at Bobby, striking him in the
               back, then with his other hand fires a strand upwards,
               swinging them both up and onto:

               EXT. ROOFTOP - CONTINUOUS

               The two land, and Bobby breaks away, frantically searching
               for an exit strategy.

                                   BOBBY
                         What do you want from me?

                                   SPIDER-MAN
                         I just want to help you, Bobby.

                                   BOBBY
                         How do you know my name?

               Spider-Man hesitates, then reaches up and pulls his mask off.
               Bobby looks on, shocked at what he sees.

                                   BOBBY
                         Peter? What... I mean...

                                   PETER
                         Long story.

               Bobby turns away from him.

                                   PETER
                         Bobby, you've got to stop this.
                         This isn't the way you want to live
                         your life. There's a better way!

                                   BOBBY
                         Oh, and what's that? Put on a mask
                         and do the super hero thing? That
                         may be your deal, but I can't...

                                   PETER
                         Nobody's asking you to, but you
                         have a family, friends, people who
                         care about you. You can't just run
                         off like this. There's more out
                         there for you.

                                   BOBBY
                         I just don't know what to do,
                         Peter. My life... everything's
                         ruined. Nobody will ever look at me
                         the same way again

                                   PETER
                         It doesn't have to be that way.
                         There's so much you can do with
                         your abilities, you...

                                   BOBBY
                         I don't want to do anything with my
                         abilities! I want a normal life,
                         where people don't look at me like
                         a freak!

                                   PETER
                         You're not a freak, Bobby. That's
                         not what this is. Trust me, you can
                         live a normal life with these
                         abilities.

                                   BOBBY
                         Like you?

                                   PETER
                         I do what I do because I need to do
                         it. It's my choice. You have one
                         too, a choice. I just want to make
                         sure you make the right one.
                             (beat)
                         Look, I know some people who can
                         help you. Or at least they'll know
                         who can. You don't have to live
                         like this. There is help out there.

                                   BOBBY
                         Help?

                                   PETER
                         If you want it.

               Bobby looks at his hands. He closes his eyes tight, and takes
               a deep breath. Finally, he looks up at Peter.

                                   BOBBY
                         I'd like that.

               Peter breaths a sigh of relief.

                                   BOBBY
                         But there's one thing I need to
                         know...

                                   PETER
                         What's that?

                                   BOBBY
                         Where did you get that God awful
                         costume from?

               Peter gives him an odd look. Bobby grins.

                                   PETER
                         Long story. Maybe I'll tell you
                         some time...
                             (beat, realizes)
                         Oh God, what time is it?

                                                                CUT TO:

               INT. MIDTOWN HIGH - GYM

               The dance continues. Mary Jane is still alone, sitting in a
               chair, and watching everyone around her enjoying themselves.

               ANGLE ON THE ENTRANCE DOORS

               As Gwen enters, slowly, almost cautiously.

               She's dressed for a night out. Though not dressed 90's style,
               she turns heads as she enters the room.

               BACK TO SCENE as she catches Eddie's eye. He stares in silent
               awe at her. His heart must be beating a thousand miles an
               hour. She smiles at him from across the room, and he quickly
               jumps down from the DJ stand and runs to her.

                                   EDDIE
                         You came!

                                   GWEN
                         I came.

               He looks at her, that twinkle returning to his eye.

                                   EDDIE
                         You look... I mean...

                                   GWEN
                         Easy, sparky.

               He leans in closer to her, grabbing her hands.

                                   EDDIE
                         You look amazing.

               Gwen smiles, blushes.

                                   GWEN 
                         And you look...

                                   EDDIE
                         Dashing? Handsome? So good you
                         can't keep your hands off me?

                                   GWEN
                         Ridiculous.

               Eddie continues to smile.

                                   EDDIE
                         Hang on a sec...

               He ducks back to the podium, picking up the microphone.

                                   EDDIE
                         Alright guys, I'm gonna have to
                         step out for just a sec, so try not
                         to miss me too much!
                             (protest from the crowd)
                         I know, I know! I'm gonna miss you
                         guys, too!

               He shuffles through some CD's, finally pulling out one.

                                   EDDIE
                         This next song goes out to a very
                         special someone. Someone who I just
                         happen to be crazy about, and who
                         also happens to be standing right
                         here in front of me.
                             (beat, smiles)
                         Now, if you'll excuse me...

               With that, he presses play and "Hooch" by Everything begins
               to play over the loud speakers.

               He returns to Gwen's side, and takes her hand. She's got a
               constant grin on her face, and keeps her eyes trained on his.

                                   EDDIE
                         May I have this dance?

               She giggles, and leans into him, as they begin to sway to the
               beat of the music. She lies her head down on his shoulder.

                                   GWEN
                         Thank you.

                                   EDDIE
                         For what?

                                   GWEN
                         For reconfirming my faith in this
                         cheesy, cliche, high school dance.

                                   EDDIE
                         An oldie, but a goodie.

                                   GWEN
                         First you put this piece of fluff
                         masquerading as a song on, now                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
                         we're dancing, and I'm pretty sure
                         in about two seconds we're going
                         to...

               Eddie cuts her off by capturing her lips in a kiss. They
               continue swaying to the music as the kiss deepens.

               Watching from nearby, Mary Jane has had enough. She stands
               and quickly exits the gym, almost running.

                                                               FADE TO:
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