One rule. Spider-Man memes. Other memes must at LEAST be Spider-Man related. And with that...

Beta said

U wot m8?

Beta said

BATMAAAAAAAAN!

8/4/1993

S P I D E R - M A N

Written by
Barry Cohen and Ted Newson
and
James Cameron

2nd Revision by
Joseph Goldmari and James Cameron
and
John Brancato
--------
Third Revision by James Cameron
based on screenplays by Ted Newsom & John Brancato,
Barney Cohen and Joseph Goldman

SECOND REV.
7/29/1993

FADE IN:
INT. PROFESSOR OCK"S PRIVATE PHYSICS LABORATORY, THE
CYCLOTRON ROOM (CREDIT SEQUENCE) - DAY

A mighty WARNING KLAXON assaults our ears. A FLASHING RED
WARNING LIGHT stabs our eyes.

Several DIALS go into the RED. A hand pushes aside a
YELLOW THERMOS and pushes forward a RED POWER THROTTLE.
We hear the WHINING UP of a cyclotron. A DIGITAL DIAL
climbs to "5% POWER." A SPIDER crawls across a DIAL.

Begin OPENING CREDITS.

THE CYCLOTRON ROOM is in an old basement full of peeling
paint and plumbing wrapped with TAPE. Leaks are here and
there. COBWEBS are all around.

DOCTOR OTTO OCTAVIUS (OCK) is a strong but strange
featured man in his mid-fifties.

His assistant, WEINER, hovers nearby looking on. He's
open mouthed with a mindless kind of curiosity. WEINER is
a local, small-time hood hired by OCK to circumvent the
school administration and to "procure" whatever OCK needs
for his experiments. He shades his eyes against a searing
BLUE-WHITE BEAM that erupts from the WINDOW. THE ROOM IS
DIVIDED INTO A CONTROL ROOM AND THE EXPERIMENT CHAMBERS.

WEINER
Whoa, whoa, whoa... what's that?

With a WHOOSH, the WINDOW EXPLODES, showering the TWO with
shards of GLASS, and throwing them to the floor.

OCK
(rising)
We begin again... let's kick in that new
transducer. See if we can double the
power output.

WEINER
(rising more slowly)
Whoa, Doc... wait a minute...

But OCK is already at the THROTTLE. The cyclotron whirls
up. The lights go on. Louder, brighter than before. OCK
looks through the broken WINDOW into the EXPERIMENTAL
CHAMBER. The POWER DIAL inches upward, "eight, nine..."
the BLUE-WHITE LIGHT is blinding now. The WHINE pitch is
shattering.

END OPENING CREDITS.

OCK
Okey... dokey!

The POWER DIAL hits ten.

EXT. EMPIRE STATE UNIVERSITY - DAY

As STUDENTS go to class, the sound of the cyclotron spills
out of the SCIENCE CENTER onto the grounds of Empire State
University.

We see PETER PARKER, a pleasant faced senior who's among
the top in his class. Sincere and serious, he has yet to
develop a way with women.

LIZ
(falling in step)
Hiya Peter...

LIZ ALLEN is also a senior. She's beautiful and
intelligent.

PETER
(ardent but
uncomfortable)
Hiya Liz... how're you doing...?

LIZ
(teasing softly)
How'm I doing what?

HARRY
Peter! Peter! Wait up!

HARRY is the school nerd. A quirky kid who, like PETER,
can be a little backward around girls, especially pretty
ones like Liz.

HARRY
(to Liz)
Would you, uh... excuse us for a minute?

Despite PETER'S protesting body language, HARRY pulls him
away like a conspirator.

PETER
What is it? what...

HARRY
Did the Astro-Physics Journal really
accept your paper?

PETER
(laughs, embarrassed)
Yeah... well... all I got's the data but
they've agreed to publish it when it's
finished. You know... it's my
calculation on the Planetary Conjunction.

HARRY
And its influence on the anti-force.
Isn't it?

PETER
Yes. Look, Harry, I am busy with...
(indicates Liz standing
there)

HARRY
Yeah, you and the rest of the class.
Every one is busy with Liz.

LIZ
(growing impatient)
Peter?

A HAND reaches in and smacks her bottom.

FLASH
Hiya, cupcakes...

LIZ
(elbowing him
affectionately)
Flash...!

They kiss and walk away.

HARRY
(sneering)
And Flash is the busiest of them all...

PETER
(disappointed)
Come on, Harry... we'll be late for
Octavius.

HARRY makes a gesture dismissing OCK as crazy.

HARRY
Ock is nuts, don't you agree?

PETER
Ock is a genius, Harry. Crazy, Yes! But,
a genius misunderstood, and unappreciated.

INT. CYCLOTRON AREA HALLWAY - DAY

It is a basement hallway full of LOCKERS which STUDENTS
are banging open and shut as they put stuff in and take
stuff out. In their midst, a MAN is banging on the door
marked "Cyclotron Room - Authorized Personnel Only!"
Professor ROSOMORF, SIXTISH, respectable, a good old
fashioned professor, he's the head of the Physics Dept.
With him is ALEXANDER THORKEL, a 40-ish, Waspish school
administrator. For a scientist as crazily focused as OCK,
THORKEL is a natural enemy.

ROZ
(knocking furiously)
Doctor Octavius! You are late for your
lecture. The students are waiting.
Doctor Octavius!

THORKEL
Your friend is impossible Professor
Rosomorf, I told the board we should let
him go.

The LIGHT above THORKEL's head EXPLODES. Then all the
LIGHTS behind him EXPLODE in succession. THORKEL and ROZ
look amazed...

THORKEL
What's he doing in there, not his crazy
experiment again.

ROZ
You mean his anti-force theory... one day
they'll give him the Nobel Prize for it.

THORKEL
Meanwhile he is demolishing our
university. Octavius!!
(knocks)
Open the door.

INT. OCK'S LAB

OCK
The anti-force experiment has now reached
the limit of electronic overload safety.
Therefore, Weiner, you will disconnect
the overload safety device...

FOUR WALDOS (three-fingered, snake-like mechanical arms)
suddenly thrust themselves into the CHAMBER and begin
working, each at a different task. OCK is an acknowledged
master at manipulating these WALDOS.

He flicks a switch and a searing BLUE-WHITE BEAM lances
down from a FOCUSING CONE and strikes a GRAM WEIGHT
marked, "1,000,000"), illuminating it and filling our
ears with a splitting BUZZ TONE.

The knock on the door grows louder.
WEINER comes up behind OCK.

WEINER
Whoa, Doc... someone's at the door...

OCK
(ignoring)
World class scientific mind and they
stick me in the basement with this third
rate cyclotron...

INSERT: The DIAL marked "RELATIVE GRAVITY" reads
"1,000,000" but suddenly it snaps to "0.999999!"

OCK
Okey! Dokey!

The WEIGHT begins to jiggle and, for an instant, it
appears to lift ever so slightly.

INT. COLLEGE PHYSICS LAB - DAY

This is an enormous room, 100 lab tables. The yellowing
smoke of a thousand experiments hangs in the air. A HUGE
AMERICAN FLAG dominates the back wall.

PETER, HARRY and LIZ set up their TABLES. FLASH reads the
DAILY BUGLE sports section. PETER can't take his eyes off
LIZ. When she looks back he looks down at his GEAR.

LIZ
(softly)
What is it, Peter?

PETER
(embarrassed)
It's nothing.

INT. OCK'S LAB

WEINER opens the door and sees ROZ and THORKEL waiting
impatient.

WEINER
Yes, gentleman can I help you?

THORKEL
Tell your boss, that his class is waiting.

WEINER
(looks)
You better tell him yourself.

THORKEL looks at ROZ who waves his shoulder, then the both
call.

ROZ & THORKEL
Professor Octavius!!

Professor OCK turns and looks at the bewildered men.

OCK
Gentlemen, come, you must see this.

ROZ
But, your students...

OCK
The imbeciles can wait... I have better
things to do than teach introductory
Physics Rosomorf. Undergrads are
kindless adolescence.

THORKEL
You see he is impossible.

OCK
Thorkel you are the dummiest
administrator our university has ever had.
(Thorkel turns to go)
Don't go Thorkel!! Come! Look!

He starts to play his machines handles and buttons.

THORKEL
The university pays you to teach
something to your students.

INT. COLLEGE PHYSICS LAB - DAY

LIZ
Well, do you mean nothing... or do you
mean something but you won't tell me what
it is?

PETER
(regaining)
I mean plain nothing.

LIZ
Well, I guess that's about as nothing as
you can get... plain nothing.
A beat.

PETER
Liz...!

LIZ
Ahh, it is something.

PETER
No... look.

The equipment on her TABLE is starting to vibrate. They
look at it, curiously. We hear the cyclotron's WHINE
begin to build...

INT. CYCLOTRON ROOM - DAY

Everything is shaking like in an earthquake... Roz and
Thorkel seem to dance in their place going crazy with
anger and surprise. The WHINE is deafening! The light is
blinding! WEINER has his eyes closed and his hands over
his ears.

OCK
I am going for 20 percent power!

THORKEL
NO!! Don't do that...

ROZ
Ock! Its dangerous...

THORKEL
Ock I warn you...

WEINER crosses himself. The CONSOLE erupts in sparks.

INT. ELECTRICAL CONDUIT MONTAGE - DAY

We follow the electrical overcharge as it crackles along
the WIRES and CABLES inside the WALLS and FLOORS. It is
making its way up to the LAB!

INT. LAB - DAY

All the kids are now trying to hold onto their vibrating
equipment.

The CHARGE crackles up a WIRE and erupts at LIZ'S TABLE.
A BREAKER explodes in flames. There is an outburst of AD
LIBS: "Fire!" "Everybody out!"

THORKEL (comes running he is shabby and bewildered) seeing
LIZ trapped behind the fire which is growing from second
to second.

THORKEL
Keep calm, everybody keep calm. Use the
front door. Everybody out the front.

PETER
Liz! Come on...!

LIZ
I can't. Help me!

PETER
I'm coming!

He wades into the fire, but is beaten back by the FLAMES.
His sleeve is on fire. He pats it out.

LIZ
Peter!

Flash appears and tries to help but Thorkel stops him.

THORKEL
Get back, you idiots. You can't go in
there!

LIZ smashes at the WINDOW, but this is an inner city
school and the WINDOWS are covered by STEEL GATES. Liz
wraps her fingers in the GATE.

LIZ
(out at the street)
Help! Help me!

Outside the WINDOW the air is clear and people come and
go. Some are stopping to look up at the girl on the
second floor who screams (but they can't hear, of course)
down at them as the FLAMES close in behind her.

PETER comes flying in with a FIRE EXTINGUISHER. He
fumbles with it. FLASH pushes Thorkel, grabs the
extinguisher away from him with a scowl of disdain.
LIZ turns to face the FLAMES. Suddenly there is an
eruption of CO2 CLOUDS and the roar of a FIRE
EXTINGUISHER.

The FLAMES are beaten down enough for her to leap out.
FLASH is there, holding the EXTINGUISHER. People CHEER.

PETER
Thanks for your help Flash.

FLASH
No problem wimp.

PETER
Our hero has a real way with words.

LIZ
Oh, why don't you grow up.

PETER is stung, insulted, turns away.
ROSOMORF peeps in, worried -- faces Thorkel.

THORKEL
This man will bring a disaster upon this
university.

OCK comes in, starts his lecture calmly as if nothing has
happened.

OCK
The universe is made up of forces... and
counter-forces. Science is the study of
the forces!

FLASH hands the EXTINGUISHER to PETER. LIZ embraces
FLASH, throwing a glimpse at PETER who tried so bravely.
He looks away and turns the last of the EXTINGUISHER on
the last of the FIRE.

OCK
(continues without a
hitch)
But I... Professor Otto Octavius... have
devoted my life to the study of the
counter-forces! Good job, Peter.

PETER
(taking place at lab
table)
Thanks, Professor.

THORKEL has walked slowly and uncomprehendingly toward the
front of the huge LAB. He simply cannot believe OCK'S
behavior.

THORKEL
I don't believe it, I simply don't...

OCK
Can we carry on Mr. Thorkel.

THORKEL
I don't believe... oh, all right carry on
Professor.

OCK
Well! This week my dear students I have
made a stunning breakthrough...

THORKEL
Wait a minute, wait a minute... you've
got fire forms to fill out, Dr. Octavius.

OCK
I have no time for forms, or
administrators who persist in
interrupting me, Mr. Thorkel.

THORKEL steams out and bangs shut the DOOR.

OCK
I now believe its possible that these
counter forces can be... collected... the
way the magnifying glass collects the
sunlight... and focused into a hard beam
I call... Weiner!

WEINER backs away from the BLACKBOARD to reveal a word
that OCK has scrawled in large letters. It says "Anti-
Force."

OCK
I call it, the Anti-Force!

OCK is plugging a HUGE CABLE into a small LUCITE BOX with
a SILVER BALL inside it.

OCK
(continues as he works)
This anti-force, once harnessed, is
capable of undoing any natural force at
which it is aimed... for instance...
(looks up maniacally)
Gravity!

LIZ scribbles down a note and mouths the word "gravity."
Then she turns to PETER.

LIZ
(whispers)
I'm sorry...

PETER
It's alright.

OCK is "playing" his COMPUTER like the Phantom of the
Opera at the organ.

OCK
We patch in the cyclotron...
The lights flicker and go dim.

OCK
Pay no attention to the lights... I of
course steal its energy, and it looses
power. We patch in the cyclotron... and
we gradually apply power. The power that
I am stealing...

As the WHINE builds in the LAB...
OCK peers through the LUCITE BOX at us, distorted by it.

The BOX is a miniature version of the cyclotron's
experimental chamber, and now the BLUE-WHITE glow begins.
It crackles round the SILVER BALL.

OCK
And so we stand, four square against the
fundamental force that orders and
maintains our universe... gravity...
which is holding down this goddamn ball.
Rise!

The LIGHTS go totally dark. The kids react with WHOOPS
and CATCALLS.

HARRY
What a crock...

PETER
Shut up Harry... this is very interesting.

OCK
Mr. Parker! Have you some... interesting
observation you'd like to share with the
class?

PETER
No sir...

OCK
Then shut up! And pay some attention to
the experiment.

OCK peers at us through the LUCITE BOX as the SILVER BALL
begins to rise. OCK'S face is ecstatic.

OCK
Rise! Rise!!!

The SILVER BALL suddenly shoots up, shattering the top of
the box. It flies up to the ceiling where it shatters a
LIGHT FIXTURE.

The shards rain down on OCK who reaches out and catches
the falling BALL and scales it in a raised fist.

OCK
Now that's what I call an experiment!

The CYCLOTRON WHINE cuts out and OCK wheels to the
COMPUTER. He hits a KEY and several COLORED PROJECTION
BEAMS lance out of the back of the room. They pierce the
smoke and light a PROJECTION DISPLAY in the front.

TWO COLORED SPHERES one, YELLOW, one BLUE touch where
their circumferences meet. Behind them is a BLACK
depiction of "space".

OCK
You are looking at a representation of
two universes. Our Blue one. Our real
universe... something we can touch and
feel and see and draw calculations about.
This is us. The Yellow universe... this
is something else. Some other dimension...
something... on the other side!

OCK hits another COMPUTER KEY and a hole appears where the
TWO SPHERES touch. The BLUE AND THE YELLOW MARBLEIZE with
each other. The colors swirl until both SPHERES are
BRIGHT GREEN.

OCK
If it were possible to generate enough
power behind it, the anti-force could
wipe out not just gravity... but all our
universal forces at the same time. In
effect... it would blast a hole between
this universe and the next. Each...
(indicates green spheres)
would flow into each other. No blue
universe. No yellow. End, finished,
over.

LIZ
(with a student's ear)
That sounds like a scenario for the end
of the world.

OCK
My girl, it is! It is. It would mean
wiping out everything that's known... and
letting in everything that's unknown.

FLASH
Isn't that a little dangerous?

OCK
Don't worry yourself, true inter-
dimensional penetration is still purely
theoretical, but one day... Maybe very
near... maybe in the 21st century...

INT. BASEMENT HALLWAY - DAY

PETER, LIZ, FLASH and HARRY all take BOOKS from their
LOCKERS.

LIZ
(whispers to Peter)
Look, it's just... I don't know... when
you and Flash go after each other like
that...

PETER
(whispers)
He's not my type.

LIZ
He doesn't have to be.

PETER
Check.

LIZ
And besides, he's not all bad.

PETER looks at FLASH who's a few LOCKERS down. FLASH has
taken a FOOTBALL from his LOCKER and is spinning it on his
finger with great joy and concentration.

PETER
You don't get nicknamed Flash because
you're a rocket scientist, Liz.

LIZ
Give it up, Parker. You'd die for a
nickname like Flash.

PETER
Yeah, of embarrassment.

KIM comes by and leans seductively by her LOCKER. KIM is
a ripe one and hot-hot-hot!

KIM
(teasing)
Hey, Flash... I'm scalping a pair of the
Midnight Madness Wrestling Match tomorrow
night.

FLASH
The Slammies??? I'd kill for that!!!

KIM
Would you pay $125?

FLASH
Well, uh, I... gee... if... can I tell
you tomorrow?

KIM
(moving on)
You snooze, you lose. Hiya Liz...

LIZ
Kim, you know Peter and Harry? This is
my new roommate... Kim Nickson.

KIM is pulling her pet, a foot long SALAMANDER, out of her
LOCKER. She wraps it around her neck and turns to the
boys.

They go bug-eyed!

KIM
(interested)
Hellooo, Peter.

PETER
(embarrassed)
Hi...

LIZ
We're going to the Student Reunion
Meeting. You coming?

Peter looks at KIM. Wow. Then he looks at LIZ who's
adjusting herself in a small MIRROR. HARRY jabs him in
the ribs. Yeah, yeah!

PETER
(frustrated)
I can't... I gotta go over to the Daily
Bugle. I'm trying to sell some photos.

KIM
Soooh, a photographer...?

PETER
Just an amateur. Well... nice meeting
you, Kim.

KIM
Yeah... I bet it would be.

HARRY
Can I be your date for the reunion
ShooShoo?

KIM
No Jerk!

HARRY
(she turns to go)
What did I say...

LIZ
It's not what you said, it's how you say
it, ShooShoo!

Everybody leaves and Harry is left alone, he throws his
bag down.

HARRY
Damn!

PETER turns to go and comes face to face with the hulking
WEINER.

WEINER
Peter, Doc Ock wants to see you.

PETER
About my data I bet.

WEINER
I don't know.

PETER
He knows about my work on the Planetary
Conjunction, doesn't he?

WEINER
(lies)
I don't know.

INT. CONTROL ROOM - DAY

PETER enters wide-eyed behind WEINER. This place is a far
cry from the experiment in the LAB ROOM. It's a fantastic
netherworld to which no undergrad gains entrance. No one
but PETER.

OCK is sitting in a swivel CHAIR with his back to PETER.
He has the look of Captain Nemo in his Nautilus. This is
OCK'S domain.

PETER
Hello, Professor Octavius.
(no response)
I really admired your experiment.

OCK
(back to Peter)
We have a lot of interests in common,
Peter. Perhaps we should put our heads
together, if you know what I mean...

PETER
(flattered)
That would be... great.

OCK
(turns with a smile)
Now you take the Planetary Conjunction.
This Saturday night we will witness
Saturn, Jupiter, the Moon, the Earth, the
Sun... all in a row. Never seen within
the memory of man, or measured for its
effect. The total gravitational force
must be quite exceptional. Isn't that
the subject of your paper...?

PETER
Yes sir, I've worked out a new way to
calculate the combined gravitational
effect.

OCK
I'm a busy man, Mr. Parker. But I think
I could find the time to go over it with
you. Make sure it all... checks out.

PETER
Well... I'm sort of working with
Professor Rosomorf and he suggested we
kind of keep it between us. He thinks
that my theory is... well, I don't know...

OCK
(to himself)
The scoundrel...
(turns angry)
I want to see that data, Peter!

PETER
But Professor Octavius... if I knew you
were interested... sorry, I've already
given it to... Professor Rosomorf, and he
is after all the head of our Physics
Department... and I couldn't...

OCK turns sweet again. He smiles too broadly.

OCK
Well, I'm certain something can be worked
out. Run along, young man.

PETER begins to leave.

OCK
Just a minute... how about if I show you
my discoveries... something I never
showed to any other student... as a
matter of fact to anybody at all.

PETER
Well I am really flattered, I mean I'd
love to... but I...

OCK
Very well shall we say if you come here
tonight...

PETER
But Professor I don't now if I should...

OCK
Make it eight sharp... I'll be waiting
for you... Right here...

Peter looks worried then leaves.

OCK turns to WEINER who slouches against the wall smiling.

OCK
The same academic world that's so keen to
embrace that boy's undergraduate work,
ridicules my anti-force theory as
quackery. I ask you, Weiner... what is
our society coming to? Ha!

WEINER
They are all a bunch of brainless
assholes, that's what I say...

OCK
Weiner! Go get me that boy's data!

WEINER
Cost you fifty bucks.

OCK
(Weiner hissing)
Just get it. We'll negotiate your fee
when you have the data, alright Weiner?

EXT. DAILY BUGLE - DAY

Establish as ART DECO BUILDING well beyond its prime. A
sign says: "The Daily Bugle." Peter enters the building.

JAMESON (V.O.)
Garbage! Absolute, 100% garbage!

INT. JAMESON'S OFFICE - DAY

Very forties, very messy. J. Jameson scans some PHOTOS as
PETER stands helplessly by.

JAMESON
Bag ladies. I hate bag ladies.

PETER
Yes, sir.

JAMESON is 50ish, grey at the temples, brush cut on top.
He too is forties. His chewed up CIGAR is forties. This
guy is a hard case.

JAMESON
(looks at the other photos)
Little kids... I hate little kids. This
is a daily newspaper. We need news value
photographs, not artsy-fartsy shit!

PETER
Yes, sir.

JAMESON comes to a picture of a BUSINESS SUITED MAN with a
MOHAWK. PETER smiles in anticipation.

JAMESON
Kid? You want a pro's assessment?

PETER
Yes, sir!

JAMESON
(handing photos back)
Your photos suck.
(cigar for emphasis)
Parker, my readers are morons. I gotta
grab them by the eyes. Every time you
press the button of that Nikon of yours
it costs you fifty-five cents. So the
next time you're about to take the plunge,
ask yourself, am I taking dog bites man?
Because if you are...

PETER
I know, I know. You want man bites dog...

JAMESON
Parker, this is the post modern 20th
century. I want man eats dog! Get out!

EXT. STREET - DAY

A seedy east village walk up. Peter takes his camera and
takes various shots of a wino. ALL IN. He climbs the
stairs to his building, looks through the mail, he
collects from a beaten down mailbox.

PETER
(reading)
Rent! Rent, more bills, rent...
electricity, bills...

INT. PETER'S APARTMENT - DAY

A one-room, shabby roof apartment, a chaos of books and
papers. A photo enlarger and darkroom baths in kitchen
pots; 8x10s tacked to the walls; a spare camera and
lenses. Self-consciously wacky kitsch; plastic dinosaurs,
wind-up toys, a stuffed carp. An unmade bed and a 50's
dinette set are the only furniture. A grimy skylight
leads to the roof. It's not a pretty place, but it has
personality. A voice from the kitchen, a shadow of an
intruder, is sneaking around.

PETER
There's nothing in there worth stealing!

MAY (V.O.)
(from within the kitchen)
That's the understatement of the year.

PETER
Aunt May, you're trespassing.

MAY
(comes in)
I was just so desperately bored... I
thought I'd come over and make you dinner...

PETER
I am old enough to... to make my own--

MAY
But I didn't feel like getting to know
your roaches.

PETER
I'll introduce you.

MAY
Oh. And those foul chemicals in the pots...

PETER
I take pictures, remember?

MAY
Anyway, I've decided to kidnap you for
dinner in Forest Hills...

She grabs her coat, crosses back to Peter and tugs on his
shoulder.

PETER
It's Friday night...

MAY
Yes. Do you have a date?

PETER
No.

MAY
Then come on.

INT. LARGE COMPUTER LAB - NIGHT

It is dark and empty except for COMPUTERS. Sitting at it,
lit by the GLOW of its screen, is SOLOMON ROSOMORF (ROZ).
As he works, a DOOR opens behind him. Someone walks
quietly through the LAB. ROSOMORF keeps working. The
intruder approaches...

THORKEL
(at his ear)
Professor Rosomorf, what happened here?

ROZ
Someone tried to rob me of some paper...
I suspect they were looking for that one.

THORKEL
What is it?

ROZ
(unruffled)
Award winning stuff.
(turning slightly)
Peter Parker's data on the Planetary
Conjunction. Damn lucky I hid it in my
computer under another title.

THORKEL
My God, what's going on in our school?
First Professor Octavius almost blows up
the Physics lab... Now this. You report
it in triplicate, of course.

ROZ
Thorkel, be careful when you talk to
Octavius. Remember... the man is a very
fragile genius. One day he'll bring us
all the Noble Prize.

THORKEL
Rosomorf, the man is a very dangerous
crackpot!

Off screen the voice of the CYCLOTRON WHINE begins to
build.

ROZ
That's him again. He's working day and
night.

THORKEL
I tell you the man is very dangerous.
(the whine grows louder)
Come on Rosomorf, let's stop him before
this building will explode.

INT. CYCLOTRON ROOM - NIGHT

OCK and WEINER are at work as before. OCK takes no notice
of the TWO MEN who come in, nor the WORKER who comes in
behind them and sets to work attaching a BIG LOCK to the
door.

THORKEL
Shut it down, Octavius.

OCK ignores him. WEINER touches OCK'S shoulder. OCK
ignores him too.

THORKEL
You've blown half the circuits in the
Science Center.

OCK
Call an electrician.

THORKEL
I have called the locksmith.

OCK
What... what is he doing.

He points toward the worker who's working on the lock on
the main door.

THORKEL
We have to shut your lab down and take a
look at the lines.

ROZ
Please, Otto, we must lock it up.

OCK
(to Thorkel)
You're denying me access to my cyclotron?!

THORKEL
You bet.

OCK glares back and forth between the TWO MEN, the WORKER,
and WEINER. Then he pulls BACK the RED POWER THROTTLE.

The WHINE descends.

The WALDOS pull back and dangle from their panel. The
WHINE dies.

OCK
(contemplating)
Okey, dokey... just give me till tomorrow.
I want to clean up my papers. Tomorrow...
Ha... Tomorrow you can have this room...

ROZ
Oh... well Thorkel... few more hours
won't make a difference.

THORKEL
I hope.

He signals to the worker to stop.

INT. APARTMENT OF AUNT MAY AND UNCLE BEN - NIGHT

The N.Y. Mets are playing baseball on T.V. PETER watches
with his UNCLE BEN, a paunchy 65 years old in POLYESTER
SLACKS and a COMFY OLD SWEATER. A N.Y. METS CAP is
perched on BEN'S head. A BEER CAN is in his hand. A
cluttered but familiar living room sprawls comfortably
around them.

BEN
Another brewski?

PETER
No, I'm fine, Uncle Ben.

BEN
(at T.V.)
Yah! Way to do it. Alright!
(to Peter)
You don't follow the Mets like you used
to, do you, Pete?

PETER
No, not so much anymore.

BEN
Funny. When your Mom and Dad, uh, passed
away... I had this idea... I wanted you
to be the best baseball player that ever
was. Geez, what ever happened to that?

PETER
Little league.

BEN
(soft and warm)
Yeah... Babe Ruth you wasn't.

AUNT MAY enters.

AUNT MAY
It's on the table! Turn off the TV!

BEN nods, rises sluggishly and slowly, and turns the sound
off only. PETER moves toward his AUNT in the doorway.

AUNT MAY
How's that girl you told us about, Peter?

PETER
Liz? She's great... But she has a
boyfriend.

INT. THE DINING ROOM - NIGHT

PETER passes AUNT MAY and takes his seat.

AUNT MAY
A boy your age should have a girlfriend.

PETER
Aunt May... she has a steady boyfriend.

AUNT MAY
Peter, any girl that's worth your
attention is of course gonna have a
boyfriend... But if she really gets to
know what you have to offer she'll... you
get my drift?

BEN
Look, just leave him alone, okay. When
he's ready for girls he'll be a holy
terror.
(winks)
It's in the blood.
(now serious business)
Lookit, how are you fixed for money,
Pete? Maybe I can help you out a little.

PETER
(lying to them)
No, I'm alright. My scholarship covers
almost everything, and I sell some photos
here and there. Today my physics
professor asked for some of my work... he
wants to study my data. They might
publish my work in the science magazine...
that'll bring me some money...

BEN
(practically cheering)
Publish your work?! You hear that May...?

PETER
(embarrassed laughs)
Yeah, in fact I have to leave a little
early tonight, to meet Professor
Octavius... He offered me to be his
assistant...

BEN
Whoa! Did you hear that May...?

AUNT MAY
Oh, Peter, you promised you'd spend the
night...

PETER
I... I can't, Aunt May. Professor
Octavius wants to discuss my new
findings.

AUNT MAY
(disappointed)
Peter, what you should be finding... is a
nice girlfriend.

INT. BASEMENT CYCLOTRON ROOM - NIGHT

WEINER is eating a large SANDWICH and a drinking a COKE.

OCK
I'll show them... closing the cyclotron
on me... Weiner!

WEINER
Yes, Professor...

OCK
Where is he? It's ten past eight o'clock...

A KNOCK

WEINER
(with mouth full)
That must be him.
He opens the door.

PETER
Good evening.

OCK
You are late.
(to Weiner)
Weiner, go outside and get us something
to eat. And don't steal it! Just buy it.
I'll reimburse you.

WEINER
(to Peter)
Do you want anything Parker?

PETER
No thank you, I just had dinner at my
aunt's...

OCK
Piss off, Weiner!

WEINER leaves. PETER wanders around.

He goes into the experimental chamber, he overlooks the
SPIDER which is scuttling away and crawls inside the open
WINDOW... and into the chamber.

OCK
Okey, dokey, Parker... how would you like
to take Weiner's place... I mean, be my
assistant?

PETER
Well, Professor, that would be a great
honor, but I'm already working with...

OCK
Rosomorf... that imbecile. Don't you
understand, kid, that I am about to
uncover the greatest discovery since
Einstein came up with his theory of
relativity... The "Anti-Force."

PETER
Wow! The theory of the Anti-force! You
should go for the Noble Prize Professor...

OCK
Noble Shmoble, I am going for a much
bigger prize kid. Okey, dokey. Let me
show you, kid, what I got here.

OCK begins the experiment. We move in past the shattered
WINDOW. We see the SPIDER crawling on the chamber's GEAR.

OCK
Present maximum anti-force power to date
is 38 percent of theoretical limit. I
have patched in the variable
particle-wave accelerator...
(shrugs)
I will now try to reach 50% power...
(big breath)
And if your paper has any value... I can
use it to get the power I'm missing to
create the anti-force, to break through
and beat any other form of power in our
or any other universe, capish!

PETER
Sorry, Professor, I can't do it. I gave
my word to Professor Rosomorf.

OCK is angry... Ock now sees the SPIDER. He shoots out a
WALDO to try and crush it but the SPIDER is too fast. The
WALDO slams against the wall of the chamber. He starts to
push every button or switch in sight. A deafening whining
starts.

An URGENT WARNING TONE causes OCK to look at the "Relative
Gravity" DIAL. It is at "4.999999KG" but suddenly the
numbers start to tumble rapidly.

INSERT: The glowing 5KG WEIGHT.
INSERT: The POWER DIAL inches toward 50% POWER!

OCK
(screaming)
50 percent... anti-force... 50 percent...
that's all I'm missing! Parker, we can
be rich together!

PETER
Sorry... I'd better go now.

OCK
(really angry now)
You'll be sorry, Parker.

PETER leaves.

Another URGENT WARNING TONE causes OCK to look at the
monitor SCREEN. On it, flashing RED, is the word,
"OVERLOAD!" OCK pushes the RED POWER THROTTLE forward!
The WHINE increases to a PULSE and THROB.

INT. EXPERIMENTAL CHAMBER - NIGHT

Incredibly lit, the SPIDER is dropping on it's shimmering
WEB-STRAND down toward the 5KG WEIGHT which now GLOWS in
time with the THROB and PULSE.

INT. THE CONTROL ROOM - NIGHT

The MONITOR is flashing "MAXIMUM OVERLOAD - SHUT DOWN!"
OCK continues with the experiment. And then he sees the
SPIDER!

OCK
You! Get out of there, you creeping...

He tries to shove the SPIDER with his hand.

INT. EXPERIMENTAL CHAMBER - NIGHT

Through the BLUE-WHITE we can barely make out OCK on the
other side if the shattered WINDOW. He sends TWO WALDOS
after the SPIDER. The SPIDER evades him and jumps onto
the PROFESSOR's back. It then climbs onto the PROFESSOR's
neck and bites him.

OCK
(anguish)
Noooooooooooo!

The gravity DIAL goes to .000001, then pops back up as
OCK'S tiny world goes berserk. DIALS spin, crack, explode
or droop liquidly. WIRES dance on the CONSOLE which
erupts like the 4th of JULY.

OCK begins to float. His shirt begins to tear away. A
DIAL floats by with its pulled WIRES undulating like a
Medusa. WALDOS smash through the walls and flail like
snakes. OCK'S YELLOW THERMOS distorts and EXPLODES!
OCK, his hair wild, face locked in a multi-G grimace, is
pinned halfway up a wall that is showering the room with
SPARKS.

OCK
(ecstasy above the din)
It's an energy storm! Okey! Dokey!

We see clearly the SPIDER still stuck to his neck.
The big beast buffets and shakes. Tubes, junctions,
valves and whatnot fall off, crashing to the floor where
they twitch and writhe with a life of their own.

Then, an enormous EXPLOSION rips a large hole in the
CYCLOTRON's side, sending debris and a HUNDRED MICRO-
STREAMS of ELECTRONIC PARTICLES lancing in our direction.

INT. BASEMENT HALLWAY - NIGHT

Ultimate weirdness! The PULSING BLUE-WHITE LIGHT
penetrates first the DOOR of the CYCLOTRON ROOM and then
the very walls! LOCKERS bang, LAMPS POP, the ceiling sags
in a SURREAL, RUBBERY way.

The WALLS sag too! The CYCLOTRON SIGN pivots and embeds
itself in a WALL. A LADDER sinks in the WALL. The BLUE-
WHITE LIGHT dances wildly about in PULSES. Then,
suddenly, it stops... DEAD SILENCE. WEINER comes running
in holding a double decker sandwich and a large bottle of
Pepsi. Weiner enters OCK'S lab, singing, not at first
noticing what's going on. Suddenly he stops dead.

INT. CYCLOTRON ROOM - NIGHT

A scene out of DALI's surrealistic canvas. There are
things inside of other things. DIALS look like DALI
watches. This place has been rippled to the max!
OCK lays face up, unconscious on the floor, a WALDO across
his chest. The SPIDER is weaving its web. CAMERA slowly
DOWN to see OCK. PIPES and WIRES are stuck to his body.
The WALDO seems to be wrapping him. He wakes up to see
those MECHANICAL ARMS buried in his body. They weave
around him as if they are looking for prey. He tries to
tear them out, but they seem to be a part of his body,
like his other limbs. He screams. Suddenly Weiner sees
OCK.

WEINER
Professor... what happened to you? What
did you do...

Suddenly one of the waldos hits him so strongly that he
flies back and out through the door to the corridor.

INT. BASEMENT HALLWAY - NIGHT

WEINER
Oh my God... what happened here...

He hears the police sirens approaching, he runs away.

WEINER
I better get out of here.

EXT. THE EMPIRE UNIVERSITY - NIGHT

The long SCREAM segues to a POLICE SIREN. A COP CAR pulls
to a halt in front of the COLLEGE. Many NYPD CARS are
already there, along with a NUCLEAR REGULATORY VAN, some
AMBULANCES, a VAN from the ENVIRONMENTAL PROTECTION AGENCY
and TWO TV VANS. ROZ runs across the lawn.

POLICE STRUGGLE to hold back the crowd of press, students
and general gawkers.

J. JAMESON pushes to the front of the mob in time to see
TWO COPS hustle a BUGLE PHOTOGRAPHER back into it.
The MAN shakes his head. JAMESON throws down his CIGAR,
stomps it, and pulls out a fresh one. THORKEL arrives to
address the CROWD.

THORKEL
(through bull horn)
There is no danger. Please go back to
your dorms. I repeat, there is no danger.

JAMESON
(approaches him)
Spill it out, Professor! The public
wants to know!

The CROWD closes on THORKEL.

THORKEL
Who are you?

JAMESON
Jameson, Daily Bugle, Chief Editor, now
what really happened here?

THORKEL
There will be a press announcement in the
morning Mr. Jameson... now if you'll
excuse me.

This elicits a flood of AD LIBS: "I heard a terrible
explosion?" "Nuclear accidents?" "Meltdown?" "Genetic
engineering?" "Are you guys making mutants in there?"

THORKEL
I have nothing to say... there will be an
announcement. Now, please go home...
everybody... we must clear the grounds...

In the back of the crowd are PETER, HARRY, LIZ, FLASH and
KIM.

FLASH
You think they'll cancel classes?

HARRY
They must... the whole building must be
contaminated with some kind of poisonous
gas.

PETER
How about nuclear contaminations?

KIM
My God... lets beat it.
But nobody moves.

LIZ
(more interested in other
things)
Could anyone be in there, Peter?

PETER
(concerned)
I don't know... Maybe Professor Octavius.
He usually works late...

FLASH
That nut, I bet it was all his doing...

JAMESON
(seeing Peter)
Hey Parker! Peter Parker!

PETER pushes forward.

PETER
Mr. Jameson! What are you doing here?
What's going on?

JAMESON
That's for them to know, and for you to
find out.

PETER
But sir, they wouldn't tell us. You
heard Thorkel... he said...

JAMESON
A press announcement tomorrow...! But we
must know tonight Parker. This is your
university, right...

PETER
Yes, but...

JAMESON
You got your camera?

PETER
Sure, but I can't--

JAMESON
A hundred dollars says you can?

PETER
Yes sir!

JAMESON
Get inside and get pictures, fifty bucks.

PETER
You just said a hundred.

JAMESON
Seventy, but I want blood and gore.

PETER
(calling back)
Seeya guys.

He dashes off. FLASH shakes his head in dismay at this
guy.

LIZ
Where is he going?

JAMESON
To make fifty bucks.

EXT. SCIENCE CENTER - NIGHT

PETER approaches a CYCLONE FENCE keeping low and out of
sight. He leaps it like a skirmisher but fails
ignominiously in a heap. He's torn his PANTS and cut his
leg. He moves to the side of the building.

A DUMPSTER sits next to a FIRE DOOR. It's locked. As
PETER mulls over his next move, the LOCK clicks and the
DOOR slowly opens. PETER leaps on the DUMPSTER... and
falls in.

INT. DUMPSTER - NIGHT

PETER lays in the GARBAGE, a pained look on his face. He
rolls over and comes face to face with a wet DAILY BUGLE.
The headline reads, "Wave of Violence Rips City!" He pulls
himself up and peers out.

He sees a UNIFORMED GUARD hold the DOOR open for THREE MEN
IN RADIATION SUITS who remove some weirdly fused objects.
When they let the DOOR swing closed, PETER stops it by
inserting the NEWSPAPER in the top.

EXT. FIRE DOOR - NIGHT

PETER squeezes inside and jumps to knock out the
NEWSPAPER. The Door closes behind him.

INT. BASEMENT HALLWAY - NIGHT

Skewed, strange, surreal, PETER stares at the weirdness
and fumbles with his CAMERA. He snaps off a few shots,
then freezes when he hears a familiar voice.

ROZ (V.O.)
(filtered through face mask)
Take it easy. Take it easy with him.

THORKEL (V.O.)
Take him away and never bring him back!

Now we see ROZ and THORKEL following 2 GUARDS carrying OCK
in a stretcher. They all wear RADIATION SUITS. A waldo
sneaks out from under the sheet and hits Thorkel, as fast
as lightning. He falls back. He's covered with a SHEET
and attached to LIFE SUPPORT EQUIPMENT. Octavius moans.

THORKEL
What was that?

ROZ
What was what?

THORKEL
What hit me?

ROZ
What hit you?

THORKEL
I don't know. It was so fast.

ROZ
You're going to be fine, Otto.

PETER gets off a shot and ducks into the MEN'S room
leaving the DOOR ajar for a peak.

A WALDO slips down from the SHEET. PETER'S eyes go wide
at the sight. What in the hell has happened here?

INT. MEN'S ROOM - NIGHT

The URINALS are twisted in bizarre shapes. PIPES are
exposed and spout WATER. The MIRRORS look like something
out of a funhouse. PETER hears the STRETCHER go by.
PETER goes to the DOOR of OCK'S Lab and cracks it. PAN up
to the SPIDER, GLOWING softly, dangling from a SHIMMERING
STRAND above PETER.

As PETER looks out at the STRETCHER, the SPIDER drops on
his neck. He reacts by swatting it away. Bad move.
The GLOWING SPIDER now squats malevolently on the back of
PETER's hand. He stares at it transfixed. It bites.

PETER
Ow!!!

PETER throws the SPIDER to the ripply tile floor where it
scuttles unsteadily out the door.

Sweat starts to bead on PETER'S face. He shakes his head
to clear it. His vision becomes uncertain. He lurches
against a WEIRD SINK.

PETER'S POV is not just uncertain, not just fuzzy, not
just moving in and out anamorphically. It's all of that!

GUARD (V.O.)
(heavily distorted)
Hey! What are you doing here, kid?

PETER turns to see a UNIFORMED GUARD distorted by his
crazy vision.

PETER
I feel a little funny...

GUARD
(heavily distorted)
Yeah? Well, I ain't laughing. Get out...
Just get out of here...

EXT. FIRE DOOR - NIGHT

It bangs open. The GUARD throws PETER out and then throws
his BACK PACK at him.

GUARD
(still distorted)
You get yourself over to the Police lines.

PETER
(ultra wooz)
Right. Police lines.

EXT. UNIVERSITY - NIGHT

PETER melds into the crowd. As in a dream, JAMESON
appears at his side.

JAMESON
(distorted)
Okay, scoop, whaddaya got?

PETER
I... got pictures of the Professor... in
there... it's so strange in there... so
bizarre...

JAMESON
(winks)
Good job, kid. Bizarre is what we need.
Pick this up in the morning.
(holding up his camera)
There'll be two crisp twenties tucked
inside.

He hurries off. PETER peers after him and all of a sudden
his vision corrects to a perfect focus. The sweat is
gone. He's okay. He makes his way through the crowd to
the street.

We TRACK with PETER as the madding throng recedes behind
him. He turns a corner. He hears a SIREN.

An AMBULANCE screeches around the corner. It nearly hits
PETER who leaps to avoid it.

EXT. BRICK BUILDING - NIGHT

PETER'S cheek is pressed against the brick. He opens his
eyes and sees that he's hanging onto the side of the
building like a spider. And he's three stories up!
He looks down and sees the street thirty feet below him!
And the Ambulance which he jumped over is driving away.
He tries a downward step, but a BRICK dislodges and
crashes to the sidewalk. He takes an upward step. And
then another.

Tentatively at first, and then with growing confidence, he
"crawls" to the roof of the building. At the top he
gropes for a RAILING and slips. He dangles eight stories
above the street. Then, with a grunt, he vaults to the
roof one-handed.

EXT. THE ROOF - NIGHT

PETER is flat on his back, staring at the stars. He sits
up and looks wonderingly at his hands.

On the back of his right hand are TWO PUNCTURE WOUNDS
surrounded by a faint BLUE-WHITE PULSING GLOW. The GLOW
disappears.

PETER
(mutters to himself)
This is weird. My God, I feel so weird...

He leaps to his feet. He flexes. Feels weird. Good
Weird. In fact, great weird! He tries a couple of
"jumping jacks" and on the third jump he soars into the
air!

PETER
(exhilarated)
Very weird.

The great, bespangled, NEW YORK CITY is his backdrop as
PETER jumps and turns and does loops in the air.
With the agility and tactility of a spider, PETER leaps
from the RAILING to a WALL to a FLAG POLE to another WALL
where he lands sideways and sticks.

PETER
(sideways)
Very, very weird.

He leaps off the WALL and lands at the edge of the roof.
He looks down. No one's looking back. So, he takes a
step back and leaps the alley to the next roof.

EXT. ROOFTOP SHACK - NIGHT

PETER lands on it. The next roof is seven stories up and
across the street. PETER bites his lip.

PETER
Well, what the hell!!

EXT. THE TALLER BUILDING - NIGHT

Backlit by a FULL MOON, PETER somersaults to the roof of
the taller building, and misses the top!

He sticks to the brick FACADE, upside down! He laughs
with the moment. A WINDOW opens below him and a pretty
BLONDE in a TOWEL sticks her head out. She looks this way
and that, and all she sees is a MAN in a LOUD SPORTCOAT
down the street. Never thinking to look up, she withdraws
into the room.

EXT. CHELSEA STREET - NIGHT

The MAN in the LOUD SPORTCOAT leans against a LAMP POST
and lights a CIGARETTE with a BEAT UP, SILVER PLATED
LIGHTER.

In the LIGHTER he sees a reflection of PETER leaping off
the taller building. He snaps around and looks up in time
to see PETER make it to the next FACADE.

EXT. ROOFTOP MONTAGE - NIGHT

With the UPTOWN SKYLINE behind him, PETER casts caution to
the wind and leaps from rooftop to rooftop.

Watching from the street, the MAN in the LOUD SPORTCOAT
follows PETER'S progress.

PETER leaps to a BROWNSTONE and lands amid the WASH.
He leaps up to a TENEMENT and lands on a BILLBOARD across
which he does a "bug crawl" and leaps again.

He touches down on a PIGEON COOP and bounds up and out of
frame again. The COOP OWNER, a LATINO in an undershirt
and a YANKEES CAP, comes running out of the COOP.

He's so surprised that he leaves the DOOR open and twenty
WHITE MORNING DOVES fly away in a furious flapping, free
at last. The LATINO lets out a stream of Hispanic
expletives complete with all the appropriately obscene
gestures.

PETER slides down a CABLE to a LAMP POST, and swirls down
the POLE to a PHONE BOOTH.

EXT. PHONE BOOTH - NIGHT

PETER comes face to face with the man in the LOUD
SPORTCOAT. He gives PETER his CARD.

REISS
You're a kid who's going places, and I'm
gonna point you the right way.

PETER
(reading card)
Max Reiss, models, strip dancers, escort
girls, blue movies...

REISS
Oops... sorry, wrong card.
(exchanges cards)

PETER
Max Reiss, Talent management.

REISS
It's a big outfit. Got a lot of
departments.

PETER
Yeah... well... why you approach me? I'm
not...

REISS
Oh yes you are... very talented. The
three questions of show business success.
One do you think you possess a unique
talent?

PETER
Well...

REISS
Two... what are you gonna do with it?

PETER
(not a clue)
Well... I don't know.

REISS
(the clincher)
Three... how much money you got in your
pocket?

PETER
Ten.

REISS
You invest half of that with me and I'll
make you a star.

PETER
(laughing)
What are you talking about?

REISS
I'm talking about fame. I'm talking
about fortune. I'm talking about the
chance of a lifetime. How'd you like to
be on MTV tomorrow night?

PETER
MTV...? Me? Really?

REISS
Taxi!

It screeches to a stop.

PETER
Hey!

REISS
(getting in)
Kid! Tomorrow night. Same place, same
time.

PETER
(calling after)
How do you know I'll show up?

As the TAXI roars off...

REISS
(from the taxi window)
Because you wanna be a star... everybody
does.

PETER pulls out a QUARTER. And enters a phone booth. He
dials.

PETER
Hello? Aunt May?

AUNT MAY (V.O.)
(filtered)
Peter? What time is it? Are you alright?

PETER
Well, no, I mean yeah I'm fine, but
listen... Aunti, the craziest thing
happened to me tonight.

INT./ EXT. PHONE BOOTH/AUNT MAY'S BEDROOM - NIGHT

As UNCLE BEN stirs fitfully

AUNT MAY
(lovingly)
Does this have to do with a certain girl
we talked about at dinner?

PETER
No, no, look, there was this radioactive
experiment... I was poisoned!

AUNT MAY
You were what?

PETER
I was bitten by a bug.

AUNT MAY
Oh! I get it, you mean a love bug.

PETER
No... No... A spider...

AUNT MAY
Peter, did you at least talk to her?

PETER
Aunt May, listen to me. I got bitten on
the hand... by a poisonous spider.

AUNT MAY
She bit you?

PETER
No. I was in the bathroom and...

AUNT MAY
Oh, you did it in the bathroom? Peter,
this is craziness, why don't you use your
bed? You're up all night. You're in the
radioactive labs. You never take time to
eat or sleep. Am I right?

PETER
Yes, Aunt May.

INT. PHONE BOOTH - NIGHT

AUNT MAY (V.O.)
Did you eat something today?

PETER
Yes, Aunt May.

AUNT MAY (V.O.)
Okay, Peter go back to bed, and remember
we love you.

PETER
And I love you too, Aunt May.
(hangs up)
And by the way, I got a mess of super
powers today.

Exit booth. He BANGS the PHONE BOOTH. Goes out and--
jumps lightly onto the phone booth roof.

INT. HOSPITAL OPERATING ROOM - NIGHT

OCK is prepped for surgery. GOWNED PERSONNEL hurry about
with a feverish urgency. The CHIEF SURGEON checks the
SENSORS attached to OCK'S head. These seasoned
professionals are astonished and frightened.

CHIEF SURGEON
(whispers)
Look at these brainwave readings. The
mental activity is ten times of any
normal man...!

BRAINMAN
(whispers)
Equipment malfunction...?

CHIEF SURGEON
(whispers)
Hell, yeah... his.
(checks Ock's chest)
My God... I thought I'd seen everything...

SURGEON #2
(whispers)
But this is beyond medicine. This is
madness...!

OCK lays bare chested, face up, all FOUR WALDOS splayed.
He is a true cyborg. Part man, part machine. Part
organic, part molybdenum steel.

NURSE
(leaning in, blitzed)
It is so freaky...

CHIEF SURGEON
(stern for the staff's
sake)
Okay, lets stop yakking and get cracking.
I want to go in at the upper thoracic.
Then we'll work our way around.
(slaps Ock's shoulder)
Hang in there, man.

INSERT: The WALDO nearest the slap moves ever so slightly.
The triangular CLAW rotates a quarter turn and then turns
back.

The NURSE sees it and SCREAMS.

CHIEF SURGEON
(glares)
Nurse! Number seven scalpel.
Arthroscope stand by. Read out
parameters in progress. Let's go in.
You alright?

NURSE
Yes... Yes, of course. Everything's
online.

CHIEF SURGEON
Scalpel! No... no... a larger one...
the largest we have!

She slaps a HUGE ONE into his palm. He takes a deep
breath and goes to work. MASKED heads gather round him.
The SCALPEL is poised at the line where skin meets steel.
We make an incision. The INSTRUMENTS go crazy. WARNING
BELLS and BUZZERS sound.

HEAD NURSE
Kill the alarms!

BRAINMAN
He's going off the chart!

A WALDO flashes around the steel leg of the operating
TABLE and clanks tight!

CHIEF SURGEON
Mop. Mop! Sutures and clamps! Hurry up!

SURGEON #2
We're losing him. Defibrillate!

A HEART MACHINE is rushed in. They work frantically.

CHIEF SURGEON
Zap him!

BRAINMAN
Stabilizing alpha waves...

SURGEON #2 applies the CARDIAC SHOCK PADS.

INT. HOSPITAL ROOM - DAY

NURSE
You have a visitor, Doctor...

She leaves OCK and THORKEL alone.

THORKEL
(enjoying this)
Octavius, I'm afraid I have bad news for
you.

OCK
The cyclotron is damaged...

THORKEL
What used to be the cyclotron was
permanently shut down this afternoon.

OCK
But my work!

THORKEL
Your work is a disaster! Look at
yourself!

OCK
Myself? I don't matter. Nobody matters
anymore. To enter a new dimension we
must first destroy our own...

THORKEL
What are you saying?

OCK gets off his bed throwing away his sheet waving with
his 4 WALDOS and 2 arms.

OCK
Destroy life. Life is... insignificant.
Bags of sleepy, sluggish flesh. What
would you say?

THORKEL
Oh, my God, what are those horrible
things sticking from your body?

OCK
(gets more and more excited)
Thorkel, if I told you that for one
moment in time I broke all the laws! For
one brief glorious moment, I broke
through to the other side. I saw... I
felt... I became creation.

THORKEL
What on Earth are you rambling about?

OCK
Destiny!!! My destiny! I see it all so
clearly now. Universal destruction, yes.
All I need is the power... then I can
destroy this illusion you call life. It
is my destiny to lead us to the light!

THORKEL
You're a madman.

OCK
And you are a fool. I will end the
universe as you know it. And in that
final moment... I'll laugh my ass off
while you're kissing yours goodbye!

THORKEL
(excited)
Goodbye is right, Octavius... You're
fired... sacked... canned. You are
history, Doctor Octavius. And I couldn't
be more pleased to be the first to tell
you this good news...

A WALDO shoots up and grabs THORKEL by the throat. He
GASPS and SCREAMS silently as the telescoping WALDO lifts
him off his feet. He rises until his head is just inches
from the ceiling.

THORKEL
(his last words)
Let me down Ock... you crazy... MONSTER!
Let me down!

Then OCK smiles and slams THORKEL'S head through the
ceiling. PLASTER rains down. THORKEL'S legs scissor and
kick and then go limp. OCK throws his dead body on to the
bed, and covers him with the WHITE SHEETS.

OCK
Okey, dokey.

INT. TAXI - NIGHT

Through the WINDOW of the TAXI we see MADISON SQUARE
GARDEN.

As it pulls up, a sign reads, "Midnight Madness! MTV's
Rock and Wrestling 'SLAMMY Awards!" The TAXI come to a
stop.

PETER
(looking up at the sign)
MTV Wrestling?!

REISS
(getting out)
That's the place. Pay the man.

MAX REISS gets out, he is carrying a BOX.

PETER
Look, Mr. Reiss... I'm not real
interested in watching a wrestling match.

REISS
Who said anything about watching a
wrestling match? You're here to win a
wrestling match!

PETER
Me? You must be kidding.

REISS hustles PETER inside.

REISS
You hop around. You know, the way you
did last night. Your opponent gets tired.
He falls down. The ref counts to three,
you win, and we pick up a thousand bucks.

INT. CATACOMBS MADISON SQUARE GARDEN - NIGHT

We can hear the CROWD screaming at something in the
background as REISS leads PETER to an employee WASHROOM
and shows him the BOX.

REISS
You're really gonna love this.

PETER
Look, really, I don't know...

REISS
You don't have to know. I know enough
for both of us.
(pause)
Change in there.

PETER
What is this?

REISS
A costume... something that fits your
talent. Go put it on. I'm sure you'll
like it.

He slaps the BOX against PETER'S chest and all but pushes
him inside.

INT. WASHROOM - NIGHT

PETER takes the suit out of the BOX. It is the SPIDER-MAN
SUIT! He looks at it and shrugs. Then he begins to
struggle into it.

PETER is looking at himself in the MIRROR. He is dressed
in all but the MASK. And he looks terrific! He flexes.
He smoothes his hair. He's starting to get into it.

INT. THE ARENA - NIGHT

CRUSHER COLE is destroying an opponent.

INT. THE CATACOMBS - NIGHT

REISS winces as the CROWD CHEERS and BOOS.

PETER
(comes out)
How does it look? I feel like it's
Halloween.

REISS
Cover your face with the mask.

PETER
Why?

REISS
Mystery, my friend. Nobody should know
who you are...

INT. THE RING - NIGHT

CRUSHER COLE is doing a big flexing number and the CROWD
is going wild. There are MTV CAMERAS and SIGNS and
BANNERS proclaiming the "SLAMMIES" everywhere.

RING ANNOUNCER
And now, a new challenger, for the
thousand dollar fight, weighing in at one
hundred and fifty pounds... from parts
unknown! Here is the Amazing...
Mysterious... Incredible Superman...

REISS
(snorts from ringside,
hating the name)
No, not Superman... Spider-Man...
SPIDER-MAN!!!

RING ANNOUNCER
...Spider-Man!!!!!

The CROWD BOOS the slender newcomer who climbs awkwardly
through the ropes. Rock music blares. TWIN REDHEADS in
RED BIKINIS ring a bell.

CRUSHER COLE and SPIDER-MAN circle. COLE is twice
SPIDEY'S size. SPIDEY spots a TV CAMERA for the first
time. He momentarily freezes. CRUSHER sneers the CRUSHER
sneer. Then he charges!

With the agility of a spider, SPIDEY leaps out of the way.
CRUSHER comes back at him. SPIDEY leaps again, bigger!
The acrobatics get more and more dramatic as CRUSHER COLE
works himself up into a theatrical rage. Taunts erupt
from the CROWD.

OLD LADY
Kill the sucker, Crusher!

SPIDEY, really getting into it now, begins playing for the
CAMERAS.

HIPSTER
(between two blondes)
Whatsamatter, Crusher, can't you crush
that bug?

CRUSHER
(to Spidey)
Okay, Web Face, this is it!

He misses SPIDEY again!

HIPSTER
Hey, Crusher, you need a insecticide!
(his blondes titter)

INT. LIZ/KIM'S DORM ROOM - NIGHT

LIZ'S side is all schoolwork. KIM'S side is all ROCK
POSTERS and STUFFED ANIMALS. LIZ is curled up doing
homework. FLASH and KIM sit on the edge of the bed
watching the "SLAMMIES" on MTV.

FLASH
Will you look at this Spider-Man guy! He
is absolutely incredible!

KIM
Liz, get a load of this outfit! I wish I
had it for the Halloween party... it's
quite sexy.

LIZ
Will you two shush. I'm trying to work.

INT. RING - NIGHT

The match continues in an increasingly spectacular
choreography. CRUSHER bellows at the SCREAMING CROWD.
But there's a gleam in his eye. This is it!
He charges. SPIDEY, playing the CAMERAS for all he's
worth, leaps way, way up. But this time CRUSHER stops
dead in his tracks. SPIDER-MAN comes back down into a
forearm SMASH that sends him reeling into a corner.
CRUSHER does a flying pin. 300 pounds. WOMP! The air
leaves SPIDEY in a rush as CRUSHER covers him, smothering
him. The CROWD goes WILD.

REF
One...!

REISS
Get up...! Get up...!

REF
Two...!

Not realizing his own strength and panicky about being
squashed, SPIDER-MAN throws CRUSHER COLE off him and up
into the air. Way up! Reiss cheers... Spider-Man comes
down and knocks CRUSHER for the first time.

CRUSHER flies away and out of the arena, eight rows back!
The HIPSTER sees CRUSHER coming at him and bolts from his
seat. CRUSHER lands on it, in between the TWO BLONDES who
break into utter hysterics.

SPIDEY, surprised at his own strength, watches CRUSHER
land.

SPIDER-MAN
(whispers to himself)
Wow...

REF
Ladies and Gentlemen, history is made
today, we have here the first man to win
a thousand dollars against the mighty
Crusher.

The REF raises his hand in victory. The CROWD BOOS and
DEBRIS rains down. But some in the CROWD CHEER wildly,
recognizing the new sensation.

SPIDER-MAN steps down from the right as REISS leads the
CHEERS.

PETER
Max! Am I really gonna get a thousand...

REISS
We are going to get a thousand--

PETER turns with REISS and comes face to face with CRUSHER
COLE. Two ominous beats.

CRUSHER
Hi, who are you, kid?

PETER
I'm Peter Parker.

REISS
He is Spider-Man, and I handle him...
Whenever you want a rematch call me.
Next time it's gonna be ten thousand,
what do you say... Crusher?

SPIDER-MAN
Oh, look, Mr. Crusher, I'm really sorry
about what happened in there. Really...

CRUSHER
Oh, well, I don't know what happened to
me tonight...
(measures his muscles)
I really don't know...

REISS
I know... you lost. Big man you lost to
the Amazing Spider-Man.

EXT. CITY STREET - NEAR A HOSPITAL - DAY

WE ARE TIGHT ON A NEW YORK JOURNAL TRUCK. On its SIDE
BANNER is a PICTURE of SPIDER-MAN'S face. Headline: "Who
is he? Mega-Smash Hits MTV!"

The TRUCK pulls away and we see PETER, LIZ, HARRY and KIM
standing on the sidewalk waiting to cross. PETER is
rocking on his heels and smirking.

PETER
(indicating truck)
You know who that is?

LIZ
(walking ahead)
Yeah... he's some clown we saw on TV last
night... boy does Flash think he's hot.

PETER
He does...

KIM
I love wrestling.

HARRY
Wrestling is all bluff. Do you really
believe this little guy in a stupid
Spider-Man suit beat the Crusher?

LIZ
Hey, we better rush... visiting hours
will be over soon.

INT. HOSPITAL CORRIDOR & ROOM - DAY

The NURSE leads PETER and LIZ and HARRY into the room.

NURSE
Doctor Octavius? You have visitors.
Doctor Octavius?

We hold for a beat. When LIZ takes a step forward to look
around we expect the worst. But nothing grabs her.
PETER sees a pile of PLASTER on the floor. He looks up
and sees the hole in the ceiling. LIZ and HARRY look up
too. OCK is not there.

PETER
Ock is not here!

LIZ
My God, what happened?

NURSE
I'd better call the doctor!

HARRY
You'd better call the police!

KIM screams.

INT. CORRIDOR TO OCK'S LAB - DAY

OCK, hiding his WALDOS under a white hospital robe. He
stalls until he reaches the door. Then one of his WALDOS
peaks out and snaps open the new locks on the door.

INT. CONTROL ROOM - NIGHT

OCK, in a white hospital robe walks through the surreal
debris. Two WALDOS reach out and "sense" the ripples on
opposite WALLS. He runs a hand through his hair.

OCK
What a wreck. What a useless, wasted
wreck. Okey, dokey. We rebuild you, my
damaged darling. Bigger, better, hotter!
A world class, super cyclotron!

He hears a NOISE behind him and reacts. And here comes
WEINER. Bedraggled, shuffling through the CONTROL ROOM
door. He eyeballs the incredible wreckage.

WEINER
There you are, doc... where have you
been... whoa this place is messed up.

OCK turns, WALDOS writhing. WEINER sees them and kind of
ducks, remembering how he was hit by them once.

WEINER
(smirks)
Whoa, doc! You look a little messed up
yourself.

OCK
Where have you been, you imbecile?

WEINER
I went to the wrestling...

OCK
Wrestling...

WEINER
I went after the kid. You still want
that Parker guy's data, don't you?

OCK
Well, did you get it?

WEINER
No, I followed him... but I lost him in
the crowd.

OCK
Lost him? You--

WEINER
I'll find him, Maestro... I promise...
soon... maybe by tomorrow.

OCK
So how was the wrestling?

WEINER
Fantastic! There was this new wrestler...
beat the mighty Crusher. You won't
believe it... a nothing of a guy... calls
himself this stupid name... the Amazing
Spider-Man... would you believe it?

OCK
Spider-Man, huh? Well, maybe I'll just
go and wrestle myself one of these days...
with all my new arms... I'm sure I can
beat Crusher or any other monster.

Suddenly OCK throws out his WALDOS from under his long
white coat, grabs WEINER and, lifts him up in the air,
smiles cynically and with cruelty!

OCK
Will I beat him, this Crusher, will I
beat him or not?

WEINER
No... no, please... I mean yes, yes...
you'll beat him easily... let me down...
Please... I'll do anything for you...

OCK
The Parker data... get me the Parker
data, you hear?!!!

EXT. PETER PARKER'S ROOFTOP - DAY

A CAMERA is mounted on a TRIPOD facing us. A TIMER winds
down and it CLICKS.

REVERSE ANGLE - CAMERA'S POV.
SPIDER-MAN is clinging to the side of a WALL.

SPIDER-MAN
And one like this...
(changing pose)
And one looking real sincere.

The WHITE EYES narrow to a slit. CLICK.
Suddenly he spots WEINER climbing onto his roof. He
hides.

WEINER tiptoes into the roof apartment. SPIDER-MAN jumps
in and grabs him.

SPIDER-MAN
What are you doing here?

WEINER
I'm looking for Peter Parker.

SPIDER-MAN
Oh, yes... so why not use the front door?

SPIDER-MAN throws him back onto the roof so that he almost
slides over the edge. WEINER turns, facing SPIDER-MAN.

WEINER
Hey, I know you...

SPIDER-MAN
You do?

WEINER
I saw you crushing the Crusher.

SPIDER-MAN
You like wrestling?

SPIDER-MAN jumps and reaches WEINER.

WEINER
I love it! You are the best wrestler I
have ever seen... please don't hurt me!

SPIDER-MAN picks up WEINER, throws him up to an antenna
above the building, to which WEINER clings desperately.
SPIDER-MAN circles the antenna.

WEINER
Oh, please... don't kill me. Please help
me down.

SPIDER-MAN
Of course I'll help you down. I am
Spider-Man... the good guy, am I not?

WEINER
Yes... yes, you are.

SPIDER-MAN jumps to the CHIMNEY, picks WEINER up in his
arms and whispers to him.

SPIDER-MAN
And by the way, Peter Parker does not
live here anymore...

SPIDER-MAN jumps with WEINER in his arms to the edge of
the roof.

SPIDER-MAN
And tell the Professor he can't have
Peter's data. Goodbye.

SPIDER-MAN drops WEINER off the roof, three floors
straight

That last line made me laugh. It's completely out of context for me, I've never seen the movie.

Smiral said -snip-

Oh my god.

Dear retards.

We begin our cosmic journey in those days , when the grass was greener and more beautiful music , when there was no bad music in order to recover long- lost formula for good music. Breaking the space and time , we hear the sounds of divine music in which every note is in place . It seems like people experience when they listen to albums Sigur Ros, some blissful chuvtsvo . This condition can not be described , it is difficult to grasp and easy to lose , but surprisingly, throughout our stay, it's all amplified and amplified. In the porthole fly all the most important musical and historical landmarks in the history . Important is not the end point of arrival , but the journey itself , because the desire - that's the most important thing in our lives , reaching a certain point we will want to continue their journey on. Honestly, I do not know where we are, we have reached the same place ? And where is this place ? Most likely we flew much farther beyond space-time. Really , we have not found the formula ? do all in vain ? Our journey - that was the formula , or rather one of her songs , collected scraps of memories. Calculate it is impossible, but we were lucky and we have become rare lucky that opened one of the ideal musical compositions. Will we ever repeat this trip ... maybe not soon , but someday necessarily , but for now you need to come back to earth and humanity pass data collected by our sensors. We are not smart enough to calculate the data obtained from the formula , but we now have one of the tracks generated by this ideal formula . So it is correct , because if humanity possessed the "key" to anything good it would not have resulted .