FADE IN:

               EXT. NEW YORK CITY - DAY

               PAN AROUND, over, and through buildings. People, cars, and
               various smaller structures can be seen below, but barely so.

                                   PETER (V.O.)
                         Life's a funny thing.

                                                              FLASH TO:

               EXT. RESIDENTIAL HIGHWAY - NIGHT

               A small RED SEDAN drives by. In the distance is a sharp
               curve. As the sedan approaches, a large SEMI TRUCK comes
               speeding around, heading straight toward it.

               The two vehicles SMASH into each other in a violent scene of
               destruction. They finally come to a stop in a nearby ditch.

                                                              FLASH TO:

               EXT. RESIDENTIAL HIGHWAY - NIGHT - LATER

               The same scene, a half hour or so later. Police cars and
               ambulances have gathered, and OFFICERS and PARAMEDICS crowd
               the scene doing their grizzly job.

                                   PETER (V.O.)
                         Funny thing is, that's not always
                         true.

               As we pass the back of one of the ambulances, we find the
               TRUCK DRIVER, battered and bruised, but very much alive.

               Move past him to a second ambulance, where we find TWO BODY
               BAGS being loaded into the vehicle.

               INT. FUNERAL HOME - CHAPEL

               12 YEAR OLD PETER stands alone in front of his parents
               caskets. From behind, MARY JANE enters and puts her arms
               around him. They remain this way for several moments, until
               BEN, MAY, and THE WATSONS enter.

                                   MARY JANE (V.O.)
                         Sometimes life hurts...

               Mary Jane's parents pull her away as Ben embraces Peter.

               ANGLE ON MARY JANE

               As tears begin to form in her eyes.

               CLOSE ON a single tear.

                                                          MATCH CUT TO:

               INT. WATSON HOME - HALLWAY

               Mary Jane (14) stands, her back to the wall. Tears fill her
               eyes, but now for a different reason. In the distance we see
               two figures emerge, and while they're faint, it's clear
               they're engaged in a heated argument.

                                   MARY JANE (V.O.)
                         Sometimes there's only pain.

               Mary Jane slumps down to the floor, clutching her sketch pad
               in her arms. Her parents continue their argument as we:

                                                               FADE TO:

               EXT. STACY HOME - FRONT YARD - AFTERNOON

               GWEN (15) stands in the driveway, a blank expression on her
               face. In the distance, we see a car speeding away. From
               behind, a PAIR OF HANDS come to rest on her shoulders.

                                   GWEN (V.O.)
                         Sometimes we hurt the ones we care
                         about...

               She looks back and up at her FATHER, who has a similar
               expression on his face.

                                                              FLASH TO:

               INT. STACY HOME - LIVING ROOM

               Once again, police and paramedics have gathered. This time
               though, there is only one body bag.

               From outside, Gwen attempts to run into the house, but is
               restrained by several officers.

               She spots the body bag and an expression of panic crosses her
               face. The officers continue to restrain her.

               INT. MARSHALL HOME - FRONT LAWN - DAY

               A BLUE SUV pulls up, and Gwen steps out. JOHN AND BRIDGET
               MARSHALL also step out. They take several bags from Gwen, and
               pat her on the back. She fakes a smile, and the three begin
               walking toward the house.

               INT. BROCK APARTMENT - LIVING ROOM

               EDDIE (14) walks in the door, only to find his father MORGAN
               passed out at the kitchen table. His mother MELANIE is asleep
               on the couch. Eddie frowns and continues on to his room.

                                   EDDIE (V.O.)
                         Sometimes the ones we love hurt us.

                                                              FLASH TO:

               INT. BROCK APARTMENT - KITCHEN

               Morgan Brock, still drunk, but now wide awake SLAPS his wife
               across the face. Eddie jumps on his back, and is thrown off
               to the floor. He is angry, and his eyes are filled with
               tears. He gets up and takes a swing at his father.

               EXT. MIDTOWN HIGH - FOOTBALL FIELD - NIGHT

               A game is in-progress. The QUARTERBACK throws a pass, which
               is intercepted by ROBBIE. He begins to return the ball, but
               is tackled by one of the opposing players.

                                   ROBBIE (V.O.)
                         Sometimes the pain is physical...

               ANGLE ON HIS KNEE

               Twisting at an odd angle.

               BACK TO Robbie, as he falls to the ground, in obvious pain.

                                                              FLASH TO:

               INT. OSBORN HOME - FAMILY ROOM

               HARRY OSBORN (16) throws a magazine at his father, who seems
               shocked by the outburst. Harry storms out of the room.

                                   NORMAN (V.O.)
                         Sometimes that pain is emotional...

               NORMAN picks up the magazine, and we see that it's Fortune
               Magazine, with a picture of Norman himself on the cover.

               INT. OSCORP - STROMM'S LAB

               DOCTOR STROMM opens a glass container, and picks out a small
               vial of green liquid. He turns around and hands it to Norman,
               who observes it curiously.

                                   NORMAN (V.O.)
                         Sometimes that pain leads to great
                         power.

               CLOSE ON the liquid inside, until our view is tinted green.

                                                          FADE THROUGH:

               A SPIDER LOGO

               Stitched to the front of an elaborate red and blue costume. 

               PULL BACK and find ourselves on:

               EXT. ROOFTOP - QUEENS - NIGHT

               PETER stands on the ledge, looking down at the city below. He
               wears the costume, and holds the mask in his hand. He glances
               up toward the stars, grins a little and lifts the mask.

                                   BEN (V.O.)
                         And sometimes, with great power... 

               PAN AROUND the rooftop, away from Peter and take in the view
               of the city. PAN BACK and Peter is gone.

                                   BEN (V.O.) (CONT'D)
                         There must also come great
                         responsibility.

                                                         FADE TO BLACK.

                                         THE END

                            GIFTS & CURSES

                                  Premiers September 5th

                                       Only on MZP

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