SPIDER-MAN (2002)
      
screenplay by
David Koepp
      
revisions by
Alvin Sargent 4/18/2001
David Koepp 11/14/2000
Scott Rosenberg 8/14/2000
      
based on the Marvel Comics character created by Stan Lee and on a treatment by James Cameron
   
   Tobey Maguire ..............Peter Parker/Spider-Man
Willem Dafoe ........Norman Osborn/The Green Goblin
Kirsten Dunst .....................Mary Jane Watson
James Franco ..........................Harry Osborn
Cliff Robertson ...............Uncle Ben/Ben Parker
Rosemary Harris ................Aunt May/May Parker
J.K. Simmons ......................J. Jonah Jameson
Joe Manganiello ............Eugene 'Flash' Thompson
   
   
   
Pink - 2/15/01
Yellow - 2/23/01
Green - 3/2/01
Goldenrod - 3/9/01
Buff - 3/22/01
Salmon - 3/28/01
Cherry - 4/11/01
Tan - 4/12/01
White - 4/17/01
Blue - 4/18/01
White - 10/11/00
Blue - 10/26/00
Pink - 11/14/00
Yellow - 12/4/00
Green - 12/18/00
Goldenrod - 12/22/00
Buff - 1/9/01
Salmon - 1/15/01
Cherry - 1/22/01
Tan - 1/29/01
White - 2/5/01
Blue - 2/12/01
   
   
     A BLACK SCREEN

                           SPIDER-MAN (V.O.)
               Who am I?  You sure you wanna know?  
               The story of my life is not for the 
               faint of heart.

     EXT. PARKER HOUSE -- DAY (1987)

     A cab pulls up to an average house in Queens.

                           SPIDER-MAN (V.O.)
               If somebody said it was a happy little 
               tale, if somebody told you I was just 
               your average, ordinary guy, not a 
               care in the world...

     A SOCIAL WORKER gets out, holding the hand of PETER PARKER 
     (4).  Tears streaming down his face, he lugs a small suitcase.  
     The cab motors away showing Peter--

     --his new home.  AUNT MAY and UNCLE BEN stand on the porch, 
     smiling.  The Social Worker leads Peter up the steps.  Uncle 
     Ben extends his hand.  Peter looks up at the Social Worker, 
     she nods.  Peter looks back at the loving hand before him, 
     takes it.  Uncle Ben and Aunt May lead Peter inside.  Peter 
     turns, looks at the Social Worker.  The door closes.

                           SPIDER-MAN (V.O.) (CONT'D)
               ...somebody lied. 

     EXT. A SCHOOL BUS - DAY

     A yellow school bus roars through Queens.

                           SPIDER-MAN (V.O.)
               Mine is a tale of pain and sorrow, 
               longing and heartache, anger and 
               betrayal.  And that just covers the 
               high school years.

     INT. A SCHOOL BUS - DAY

     A bus full of teenagers.  We float down the center aisle, 
     drifting from face to face--

                           SPIDER-MAN (V.O.)
               But let me assure you-- this, like 
               any story worth telling, is all about 
               a girl. 

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 2
     12-14-02                                                    


     INT. A SCHOOL BUS - DAY 

     MARY JANE WATSON's face fills the screen, knockout pretty 
     but sad eyes, too sad for seventeen, looking out the window 
     of a yellow school bus.

                           SPIDER-MAN (V.O.)
               That girl.  Mary Jane Watson. M.J., 
               to her friends. The woman I've loved 
               since before I even liked girls.

     An arm drapes around M.J.'s shoulders, FLASH THOMPSON, self- 
     assured, handsome, the high school Big Name. He's looking 
     across the bus, out the window, HOWLING with laughter.

                           SPIDER-MAN (V.O.) (CONT'D)
               I'd like to tell you that's me next 
               to her.

     We pull back, toward the front of the bus. Another KID.

                           SPIDER-MAN (V.O.) (CONT'D)
               Or even that.

     Further back. Another KID, messily eating a jelly doughnut.

                           SPIDER-MAN (V.O.) (CONT'D)
               Heck, I'd even take him.

     We turn, look out the window, see what they're laughing about.  
     PETER PARKER, 17, bespectacled and book-bagged, chasing after 
     the school bus, to the derision of everyone aboard.

     M.J. can't take it anymore. She jumps up, hurries to the 
     front of the bus and SHOUTS over the laughter, to the DRIVER.

                           M.J.
               Stop the bus?!  He's been chasing us 
               since Woodhaven Boulevard! 

     There is a collective AWWWW as the bus slows down. 

     AT THE FRONT

     Peter climbs onto the bus, breathless, limping. 

                           PETER
               Thanks... sorry... sorry... thanks...

     He eyes an open seat next to a GEEKY GIRL with a mouthful of 
     braces. She makes eye contact with Peter, moves her books to 
     occupy the vacant space.  

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 3
     12-14-02                                                    


                           GEEKY GIRL
               Don't even think about it.

     Peter moves on. As he makes his way down the aisle, M.J. 
     sits down next to Flash again, next to the window this time. 
     When she's not looking, Flash slides his foot out in front 
     of Peter's beat up sneakers.  Peter trips and falls, hard, 
     face down in the aisle.  More laughter. M.J. looks sharply 
     at Flash -- did you do that?

                           FLASH
                    (outraged innocence)
               What?

     On the floor, Peter lifts his head, looks at Flash and M.J.  
     Flash is grinning, M.J. is staring down at him with pity.  
     Peter looks at her, helpless, glasses dangling from one ear.

                           SPIDER-MAN (V.O.)
               That's me. Peter Parker.

     EXT. QUEENSBORO BRIDGE -- DAY

     The yellow bus crosses the Queensboro Bridge and heads for 
     the spectacular skyline of Manhattan.

     EXT. COLUMBIA UNIVERSITY -- DAY 

     A stressed out TEACHER, with a clipboard, enters frame.  The  
     students are gathered around the steps. Teen energy. Peter, 
     his camera hanging around his neck, stands alone. M.J. is 
     with her girlfriends. 

                           TEACHER
               Okay, people, no wandering!  Proceed 
               directly to the KNOCK IT THE HELL 
               OFF!  The steps and into the building.

     They all move slowly to steps.  They turn to see: 

     A CHAUFFEUR-DRIVEN BENTLEY - PULLING TO THE CURB 

     Inside is HARRY OSBORN, seventeen, sits in the back seat, 
     next to NORMAN OSBORN, mid-forties.  Norman exudes power and 
     anger.  Harry is slowly acquiring both. 

     INT. BENTLEY -- DAY

                           HARRY
               Dad, could you drive around the corner.

                           OSBORN
               Why?  The door's right here.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 4
     12-14-02                                                    


                           HARRY
               These are public school kids. I'm not 
               showing up to school in a Bentley.

                           OSBORN
               What? You want me to trade in my car 
               for a Jetta because you flunked out 
               of every private school I sent you 
               to?

                           HARRY
               They were not for me. I to1d you that. 
               It wasn't me.

                           OSBORN
               Of course it was!
                    (reaches for Harry's 
                    door)
               Don't ever be ashamed of who you are.

                           HARRY
               Dad, I'm not ashamed, I'm just not 
               what you...

                           OSBORN
               What, Harry?

                           HARRY
               Forget it, dad.

     Harry gets out of the Bentley.

     EXT. COLUMBIA UNIVERSITY -- DAY

                           PETER
                    (big lovely grin)
               Hi ya, Harry.

                           HARRY
               Hey, Peter.

     Behind them the car door opens. Norman emerges holding Harry's 
     book bag.

                           OSBORN
               Won't you be needing this?

     Osborn hands Harry the bag.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 5
     12-14-02                                                    


                           HARRY
                    (Moving around car to 
                    sidewalk)
               Peter, this is my father, Norman 
               Osborn.

                           PETER
               Great honor to meet you.

     Harry is looking off at M.J. who is making conversation with 
     her girlfriends about the arrival of the Bentley.

                           OSBORN
               I've heard a lot about you. Harry  
               tells me you're quite the science 
               whiz.

                           PETER
               Well, I don't know about that.

                           HARRY
               He's being modest. I told you, he's 
               won all the prizes.

                           OSBORN
               Anyone who can get Harry to pass 
               Chemistry shouldn't be modest. 

                           PETER
               Harry's really smart.  He didn't  
               really need my help. 

                           HARRY
               We have to go, Dad. 

     Norman lays his paternal hand on Harry's shoulder, squeezes 
     too hard. 

                           OSBORN
               I'm something of a scientist myself, 
               you know.

                           PETER
               I know. I know all about OsCorp.  You 
               guys are designing the guidance and 
               re-entry systems for the first shuttle 
               mission to Mars. Really brilliant. 

                           OSBORN
               Impressive. Your parents must be proud.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 6
     12-14-02                                                    


                           PETER
               I live with my aunt and uncle, they're 
               proud.

                           OSBORN
               What about your folks?

                           PETER
               My parents died when I was little.

                           OSBORN
               I lost my parents as a young boy as 
               well.

                           HARRY
               Which no doubt strengthened your iron 
               will to succeed, huh, dad?

                           TEACHER
               HEY, YOU TWO, I'M CLOSING THE DOOR!

                           PETER
                    (moving away)
               Nice to meet you, Mr. Osborn.

                           OSBORN
               See you again.

                           HARRY
                    (moving fast up steps, 
                    passes M.J., smiles)
               Hi.

     They walk in. Harry smiles at M.J., now in front of Flash

                           PETER
               He doesn't seem so bad.

                           HARRY
               Not if you're a genius. I think he 
               wants to adopt you.

     Harry discretely calls Peter's attention to M.J., primes him 
     to say something.

                           HARRY (CONT'D)
               Hey.
                    (nods to M.J.)
               Say something.

     They approach. M.J. waits, feels the energy.  Nothing comes.  
     Harry steps in to fill the awkward moment.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 7
     12-14-02                                                    


                           HARRY (CONT'D)
               Hi. How ya doing?

     M.J. smiles.

                           M.J.
               Hey.

     Peter does nothing, they continue on.

                           HARRY
               Why didn't you say something?

                           PETER
               I was about to. It wasn't the right 
               moment.

     Peter manages to look back over his shoulder to where Harry's 
     father still stands beside his car.

     CLOSER SHOT OF NORMAN 

     Looking off. He seems a lonely figure.  Over him, we hear:

                           GUIDE (O.S.)
               There are more than 32,000 known -
               species of spider in the world.

     INT. COLUMBIA GENETIC RESEARCH INSTITUTE -- DAY  

     Thirty-odd students and their teacher are led around a 
     cavernous laboratory by a TOUR GUIDE. They pass a number of 
     large spider exhibits. 

                           TOUR GUIDE
               They are in the order Aranae, which 
               is divided into three sub-orders -- 
               Mesothelea, Orthognatha, and 
               Labidognatha.  All spiders are 
               carnivorous, ravenous eaters who feed 
               on massive quantities of protein, in 
               liquid form, usually the juices of 
               their prey. Arachnids from each of 
               the three groups possess varying 
               strengths which help them in their 
               constant search for food.

     Peter, the camera around his neck, keeps an eye on M.J. who 
     is joking around with her friends. Flash moves to M.J., puts 
     his arm around her, nuzzles her neck. Peter winces and turns 
     away, back to the tour. M.J. sees Peter's reaction. She pulls 
     away from Flash, embarrassed.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 8
     12-14-02                                                    


                           TOUR GUIDE (CONT'D)
               For example, the jumping spider --
               family Salticidae, genus Salticus --

                           TEACHER
               Excuse me. Is anyone paying attention 
               to the genus Salticus?
                    (to Guide)
               I apologize, go on.

                           TOUR GUIDE
               The genus Salticus can leap up to 
               forty times its body length, thanks 
               to a proportionate muscular strength 
               vastly greater than that of a human 
               being.

     Peter catches the eye of the Tour Guide and gestures to his 
     camera -- okay to take a few pictures?

                           PETER
               For the school paper?

     The Tour Guide nods. A few STUDENTS around Peter roll their 
     eyes, one or two mutter "geek." Peter ignores them, raises 
     the camera. Behind him, one of Flash's CRONIES bumps Peter's 
     elbow on purpose, ruins the picture. Other kids laugh.

                           TOUR GUIDE
               The funnel web spider -- family 
               Hexathelidae, genus Atrax -- one of 
               the deadliest spiders in the world, 
               spins an intricate, funnel-shaped web 
               whose strands have a tensile strength 
               proportionately equal to the type of 
               high-tension wire used in bridge 
               building. 

     Peter raises the camera again, gets bumped again.  He turns.  
     Flash's Crony steps forward, threatening. A VOICE mutters 
     from nearby. 

                           HARRY
               Leave him alone.

     Flash's Crony turns, sees Harry Osborn staring at him.

                           FLASH'S CRONY
               Or what?

                           BOY
               Or his father will fire your father.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                   p. 9
     12-14-02                                                    


     Laughter. 

                           TEACHER
                    (loud & clear))
               The next person who talks is going to 
               fail this course. I kid you not. 

                           TOUR GUIDE
               The crab spider -- family Thomisidae, 
               genus Misumena -- spins no web to 
               Catch its prey, but hunts instead, 
               using a set of reflexes with nerve 
               conduction velocities so fast some 
               researchers believe it almost borders 
               on precognition, an early awareness 
               of danger, a "spider sense."

     WIDER SHOT

     They reach the center of the rotunda floor, where RESEARCHERS 
     work at computers surrounding an electron microscope. Large 
     video screens around the room display giant images of the 
     microscope's area of scrutiny -- spider DNA.

                           TOUR GUIDE (CONT'D)
               Over five painstaking years Columbia's 
               genetic research facility has fully 
               mapped the genetic codes of each of 
               these spiders.

     UP ABOVE THEM,

     in the high arch of the rotunda, a single spider sits at the 
     center of a magnificent web, glistening in the light.

                           TOUR GUIDE (CONT'D)
               Armed with these DNA blueprints, we 
               have now begun what was once thought -
               impossible -- inter-species genetic 
               transmutation. 

     DOWN BELOW, 

                           TOUR GUIDE (CONT'D)
               In this Recombination Lab, we use 
               synthesized transfer-RNA to encode an 
               entirely new genome, combining genetic 
               information from all three spiders 
               into these fifteen genetically designed 
               super-spiders, the first mankind has 
               ever produced.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 10
     12-14-02                                                    


     The class checks it out. Creepy-looking mutant spiders crawl 
     about in a glass tank.

                           M.J.
                    (wide-eyed, loving it)
               Disgusting.

                           HARRY
               Hateful little thing.

                           M.J.
               I love it.

                           HARRY
               Really?  Me, too. 

                           TOUR GUIDE
               Just imagine -- if one day we can 
               isolate the strengths, powers, and 
               immunities in human beings and transfer 
               that DNA code among ourselves.  All 
               known disease could be wiped out. Of 
               course, we're nowhere near ready to 
               start experimenting with humans, so 
               for the moment we're concentrating on 
               these fifteen spiders. Any questions?

                           PETER
                    (whispering)
               Fourteen.

                           HARRY
               Fourteen?

                           TOUR GUIDE
               I beg your pardon?

                           PETER
               There's only fourteen spiders.

                           TOUR GUIDE
               No, there's fifteen. Aren't there?

     As he and the others turn their attention to the tank and 
     start counting the spiders, we drift up to the ceiling.

     UP IN THE ROTUNDA ARCH, 

     A spider's web. The mutant spider is on the move, fingering 
     its way across its web.  It begins to drop.

     DOWN BELOW, 

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 11
     12-14-02                                                    


     The tour group has given up on the mystery of the missing 
     spider and is following the Tour Guide. M.J. lingers for a 
     moment, to check out her reflection in the glass of one of 
     the tanks. By herself, looking particularly beautiful in her 
     light. Peter stares, mesmerized, snaps up the opportunity.

                           PETER
               Can I take your picture?
                    (she turns, surprised)
               I need one with a student in it.

     She hides a smile.  Poses, having fun.  She loves the camera.

                           M.J.
               Don't make me ugly!

                           PETER
               Impossible.  Right there.  Good!

     Above him the spider descends.  He snaps the picture of M.J.

                           PETER (CONT'D)
               And one more.

     He snaps again but she has turned away moving to her waiting 
     friends.

                           PETER (CONT'D)
               Thanks.

     The spider continues to drop, straight down upon Peter's 
     right hand.

                           PETER (CONT'D)
               Ow!

     He shakes his hand, hard, flips the spider off of him.

     Peter looks at his hand.  There are two tiny red marks where 
     the spider sank its fangs into his skin.  Peter bends down, 
     looks at the spider on the floor.  It's dead.

     Peter stands again, rubbing his hand.  From across the lab, 
     we see him, silhouetted before the huge electron microscope 
     display screens, where swirling strands of DNA molecules 
     combine, detach, and recombine.

     EXT. OSCORP INDUSTRIES -- DAY

     A gigantic industrial complex out on Long Island.  Smokestacks 
     belch black nastiness into the air.  Huge red neon letters 
     that spell OSCORP tower over the gate.  A VOICE comes over:

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 12
     12-14-02                                                    


                           SIMKINS (O.S.)
               General Slocum and the others have 
               already started--

     INT ENTRANCEWAY TO SUBTERRANEAN LABORATORY -- DAY

     An elevator door opens to the OsCorp R&D headquarters, a 
     sprawling lab complex hundreds of feet below ground level.  
     Norman Osborn quickly strides across a massive catwalk as he 
     is briefed by SIMKINS, his aide, whose voice continues from 
     outside:

                           SIMKINS (CONT'D)
               -- the inspection.  Mr. Balkan and 
               Mr. Fargas are with them.

                           OSBORN
               Why wasn't I told about this?

                           SIMKINS
               I don't think they wanted you to know, 
               sir.

     INT LAB -- DAY

     -- a work area where a strange object is mounted on a servo-
     pole, being worked on by TECHNICIANS.  It looks like an 
     aerodynamically perfected boogie board, with upturned fins 
     on each side, footholds carved into the wings, and a center 
     tube that looks like a jet engine.

     Next to the device, a TECHNICIAN wears a lightweight, super-
     tight-fitting electronic suit.  As he moves his head, arms 
     and legs, the boogie board pivots on the pole-- up, down, 
     left bank, right bank.

     The Pentagon delegation, a group of UNIFORMED OFFICERS and 
     several MEN and WOMEN IN SUITS observe the device with DR. 
     MENDEL STROMM, the project director.  BALKAN and FARGAS, two 
     exceedingly grumpy septuagenarians, look on.  Fargas is in a 
     wheelchair.

                           STROMM
               Individual Personnel Transports are 
               moving along splendidly.

                           GENERAL SLOCUM
               I've seen your glider.  That's not 
               why I'm here.

     Norman Osborn and Simkins enter.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 13
     12-14-02                                                    


                           OSBORN
               General Slocum, good to see you again.  
               Mr. Balkan, Mr. Fargas, always a 
               pleasure to have our board of directors 
               pay us a visit.

     Slocum nods to Osborn, keeps talking to the delegation.

                           GENERAL SLOCUM
               I want a progress report on Human 
               Performance Enhancers.

     ACROSS THE LAB

     They stand next to a glass-walled isolation chamber, within 
     which several SCIENTISTS work on a bank of equipment.

                           STROMM
               We tried vapor inhalation with rodent 
               subjects, they showed an 800 percent 
               increase in strength.

     Fargas rolls forward.

                           FARGAS
               800 percent?  That's excellent.

                           GENERAL SLOCUM
               Any side effects?

                           STROMM
               In one trial, yes, the--

                           OSBORN
                    (cutting him off)
               It was an aberration.  All the tests 
               since then have been successful.

                           GENERAL SLOCUM
                    (still to Stromm)
               In the test that went wrong, what 
               happened?  What were the side effects?

                           STROMM
               Violence, aggression and eventually 
               insanity.

                           GENERAL SLOCUM
               What's your recommendation?

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 14
     12-14-02                                                    


                           OSBORN
               With the exception of Dr. Stromm, our 
               entire staff has certified the product 
               ready for human testing.

                           STROMM
               We need to take the whole line back 
               to formula.

                           OSBORN
               Back to formula?!

     Back to Stromm.  He could kill him with his bare hands.

                           GENERAL SLOCUM
               Mr. Osborn, this department has missed 
               seven consecutive delivery dates.  
               After five and a half years of R&D 
               the United States government has a 
               right to expect the super-soldier you 
               were contracted to deliver.

                           OSBORN
               These are quantum leaps in science, 
               gentlemen. We are unlocking the secrets 
               of human evolution.  I never said it 
               would be cheap or fast, only 
               groundbreaking.

                           GENERAL SLOCUM
               I'll be frank with you, I never 
               supported your program. We have my 
               predecessor to thank for that.

                           BALKAN
               The General has given the go-ahead to 
               Quest Aerospace to build a prototype 
               of their exoskeleton design. They 
               test in two weeks.

                           GENERAL SLOCUM
               If your so-called Performance Enhancers 
               haven't had a successful human trial 
               by that time, I will pull your funding 
               and give it to them.

                           FARGAS
               Norman, we are not going to lose this 
               contract.

     All eyes turn to Osborn. So what are you going to do about 
     that?

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 15
     12-14-02                                                    


     EXT. PARKER HOUSE -- LATE DAY

     The Parker house sits indistinguishable among other lower 
     middle income houses on a cozy Franklin street.

     INT. PARKER HOUSE - LIVING ROOM/KITCHEN AREA -- LATE DAY

     BEN PARKER, a kindly man in his sixties, is changing a light 
     bulb, standing on a chair, reaching high, stretching 
     precariously.  MAY PARKER, a frail woman the same age as 
     Ben, moves into the doorway to the kitchen.

                           AUNT MAY
               Why aren't you using a ladder, you'll 
               fall and break your neck. Wait for 
               Peter to do that. 

                           UNCLE BEN
                    (the light bulb in, 
                    the light comes on)
               "God said 1et there be light."  Voila, 
               80 soft glowin' watts of it.

     Starts getting down, still holding burned out bulb.

                           AUNT MAY
               Good boy, God'll be thrilled, just 
               don't fall on your ass.

                           UNCLE BEN
               I'm already on my ass. When the plant 
               senior electrician is laid off after 
               35 years, what else would you call 
               it... Of course I'm on my ass.

                           AUNT MAY
               Hand me that bowl. The green one.

     Ben hands her a pot, looks at classified page open on the 
     table.

                           UNCLE BEN
               Corporations, firin' people left and 
               right so they can have a few billion 
               more. What do they know about standing 
               on a stool, screwin' in a light bulb?

                           AUNT MAY
               Ben, you'll get another job somewhere.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 16
     12-14-02                                                    


                           UNCLE BEN
                    (gesturing to paper - 
                    moves to dining room, 
                    sits)
               Well, lets see.
                    (reading from paper)
               Computer analyst, computer designer, 
               computer engineer, computer...
                    (he sighs)
               I'm 68 damn years old. I have to 
               provide for my family.

                           AUNT MAY
                    (moves to him, embraces 
                    him, kisses his cheek)
               I love you. And Peter loves you.  
               You're the most responsible man I've 
               ever known. We've been down and out 
               before but somehow we survive. Where 
               is Peter, anyway?  He's late.  

     Aunt May starts for the kitchen as the front door opens.

     Uncle Ben quickly flips the paper away from the want ads.

                           UNCLE BEN
               Here he is.

                           AUNT MAY
               Just in time for dinner.

                           UNCLE BEN
               How was the field trip?

                           PETER
               ... don't feel well... gonna go to 
               sleep...

                           AUNT MAY
                    (moves to table)
               You won't have a bite?

     Peter looks at her, surprised, is she psychic? 

                           PETER
                    (staggering upstairs)
               ... no thanks... had a bite.

                           UNCLE BEN
               Did you get some good pictures Peter?

                           PETER
               ... gotta crash... everything's fine...

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                  p. 17
     12-14-02                                                    


     His bedroom door SLAMS.

                           UNCLE BEN
               What's that all about?

                           AUNT MAY
                    (moving toward the 
                    base of the stairs)
               He's a teenager.

                           UNCLE BEN
               He's depressed.

                           AUNT MAY
               He's a teenager.

                           UNCLE BEN
               I better go up.

                           AUNT MAY
               Stay put.  He'll let us know if he 
               needs help.

     INT. PETER'S BEDROOM -- LATE DAY

     Peter drops to his knees in his bedroom and clutches his 
     abdomen in pain.

                           PETER
                    (gasping)
                Help...

     He falls to the floor, writhing in agony.  He looks at the 
     spot the spider bit, which is now completely red and swollen.  
     Drenched in sweat, he starts to shake uncontrollably with  
     chills, trembling violently, face pale, eyes black and sunken, 
     teeth chattering.  His eyes roll up into the back of his 
     head and he passes out. Under the lids, his eyes flicker 
     crazily.

     EXT. PARKER HOUSE -- DAY

     Morning of a new day. A very new day. 

     INT PETER'S BEDROOM -- DAY

     Peter wakes up, morning sunlight streaming through his window.  
     He hasn't moved from the position he collapsed into on the 
     floor. But as he orients himself, he seems to feel better. 
     Carefully, he stretches his legs, takes a few deep breaths.

     Definitely better.  He sees the alarm clock.  He's late.  He 
     grabs his glasses. Puts them on --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 18
     12-14-02                                                    


     -- and walks right into his chair, stumbling to the floor.

     He gets up, puts his glasses on again. Looks into a mirror 
     on the wall.  He squints, everything's fuzzy now.  He takes 
     them off, it's 20/20.  He tries once more -- on, off.  He 
     can see.  

                           PETER
               Weird.

     He shrugs and takes off his tee shirt.  He walks away from 
     the mirror.  Hold on the empty mirror, then:

     Peter jumps back in front of it, aghast.  His chest is that 
     of a Greek god. Nothing overdone, not a body builder's chest, 
     just a perfect one. Peter tries something, flexes his pecs.  
     They jump like cheer leaders. Peter SCREAMS.  He checks out 
     his body. Incredible. Puny Parker no more.  There's a KNOCK 
     at his bedroom door. 

                           AUNT MAY (O.S.)
               Peter? Are you alright?

                           PETER
               Fine! I'm fine. Just fine!

                           AUNT MAY
               Any better this morning? Any change? 

     Peter tosses his glasses in the trash can. 

                           PETER
               Change!  Yes!  Yes... big change!

     He turns to grab his clothes. Through the window sees M.J. 
     in her bedroom finishing brushing her hair. She picks up a 
     purse and darts out of view.

     Peter throws on his shirt and moves quickly out his door.

     INT. KITCHEN -- DAY

     Peter comes bounding down the stairs and leaps over the 
     banister, landing with acrobatic grace behind Uncle Ben. He 
     sees the breakfast Aunt May has prepared on the table, goes 
     for it, eats what he can get as he grabs his backpack.

                           PETER
               Hi. Gotta go.

                           UNCLE BEN
               We thought you were sick. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 19
     12-14-02                                                    


                           PETER
                    (mouthful of food))
               I was. I got better. 

                           AUNT MAY
               Sit down dear.

                           PETER
               Can't. See you later.

                           UNCLE BEN
               Don't forget, we're painting the  
               kitchen today. Home right after  
               school, right? 

                           PETER
               Sure thing, Uncle Ben, don't start 
               without me.

     He's out the door, full of energy, hoping to meet up with 
     M.J.

                           AUNT MAY
               What was that about?

                           UNCLE BEN
               He ate my bacon.

     EXT. M.J.'S HOUSE -- DAY

     Peter comes out his front door just as M.J. leaves hers. Her 
     father, MR. WATSON, a hungover guy of forty or so, SHOUTS 
     after her.  Mrs. Watson behind him.

                           MR. WATSON
               I don't care what your mother said.  
               It's not okay with me. You're trash. 
               You'll always be trash. Just like 
               her.

                           M.J.
               I have to go to school.

                           MR. WATSON
               Who's stopping ya?

                           MRS. WATSON
               Leave her alone.

     M.J. runs to the sidewalk, holding back tears. 

     Peter hurries after M.J.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 20
     12-14-02                                                    


     EXT. ANOTHER STREET DAY

     Peter paces her, on the opposite side of the street. She 
     doesn't see him.

                           PETER
               Talk to her... talk to her...

     But he doesn't, because he notices M.J. is wiping away tears.

     A HORN honks and a car full of her girlfriends pulls up next 
     to her. Peter watches as M.J.'s face transforms, she puts on 
     a mask of happiness and jumps in.

     Peter watches as the car ROARS away. She eludes him again.

     Peter runs, top speed, chasing the bus again. He reaches 
     out, to the side of it, to pound on it, get them to stop.

     His hand touches a "GO WILDCATS!" school banner that's pinned 
     on the side of the bus. But as the bus accelerates, his hand 
     sticks, tears the banner right off the bus.

     What the hell? He tries to unstick his hand from the banner, 
     but every time he frees one hand it sticks to the other.  He  
     tries everything. Wrestles with it, wads it into a ball to  
     throw it. Nothing doing. Frustrated, he bends down, puts a  
     foot on the banner and stands, thus freeing his hands.  He 
     looks at his hands, confused but happy to be free of the  
     banner. He takes a step and quickly learns otherwise.  The 
     banner is stuck to his foot. Be tries to shake it free, but  
     his feet get tangled in the banner and he crashes to the  
     ground.

     EXT. MIDTOWN HIGH -- DAY

     KIDS hang out.  The BUZZER continues, they move inside.

     INT. CAFETERIA -- DAY

     Peter approaches a table with an absurdly overladen tray of 
     food.  He sits. M.J. moves past him on her way to her group.

     As she passes, she slips, her feet fly out under her. She is 
     about to crash hard.

     Peter's spider-reflexes are at work and he moves - lightning 
     speed - up and out in front of her, catching her tray with 
     his left hand, and dropping his right shoulder just enough 
     for her to grab onto. It's one of the most graceful moves 
     we've ever seen.

     She regains her balance, looks at him, impressed.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 21
     12-14-02                                                    


                           M.J.
               Wow. Great reflexes!

     Peter shrugs, freaked out, he can't believe he did it either.

     She takes her tray back from him.

                           M.J. (CONT'D)
               Thanks.

                           PETER
               No problem.

                           M.J.
               Hey, you have blue eyes. I never 
               noticed without your glasses. You 
               just get contacts?

                           PETER
               Uh-huh.

     She waits for more. Nothing comes.

                           M.J.
               Well, see ya.

     He blew it again.

     She turns and walks off, across the cafeteria. She looks 
     back over her shoulder, smiles--

     --and then sits at a crowded, popular table, right next to 
     Flash Thompson and her girlfriends.

     Peter sits back at his table. Be begins to eat. Actually he 
     begins to chow. Thirsty, he sets his fork down. But it sticks 
     to his hand.

     He tries to pull it free with the other hand, but a long 
     gooey strand stretches from his hand to the fork. It dangles.

     Peter tries to separate fork from strand. Nothing doing.

     He tries harder.  ANOTHER STRAND shoots out, from his other 
     hand. This one flies out, to the table across from him, and -
     onto a GIRL's tray. She doesn't notice, as she's talking to 
     the FRIEND on her right, and wouldn't touch that gross food 
     anyway.

     Shocked, Peter stands up and backs away, whipping his arm 
     back, trying to pull free of the strand. But his movement 
     yanks the girl' s tray off the table, sending it flying toward 
     Peter, who ducks, and it sails over his head.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 22
     12-14-02                                                    


     Finally, the strand comes free. Relieved, Peter turns --

     -- and sees Flash Thompson wearing the girl's lunch. M.J. is 
     covering her mouth, laughing at Flash, but trying to hide 
     it. Peter swallows, and it's one of those swallows you can 
     actually hear.

                           FLASH
                    (have you gone insane?)
               Parker?!

     Horrified, Peter turns and hurries out of the cafeteria. 

     INT. HALLWAY -- DAY

     Just outside the door of the cafeteria, Peter stops next to 
     a row of lockers, breathing hard, surreptitiously checking 
     out the undersides of his wrists, trying to figure out what's 
     going on.  

     For the first time, he notices two almost invisible slits in -
     his skin, one on each wrist. Those were not there yesterday.

     He drops his arms and pulls his shirt sleeves down over his 
     wrists as far as he can.

     Suddenly, his features jolt as he's slammed with the strangest 
     feeling he's ever had. He doesn't know it yet, but -- 

     PETER'S SPIDER-SENSE 

     Has kicked in. Everything and everyone surrounding him slows 
     to a crawl and it is as if he is suddenly seeing outside 
     himself -- 360 degree peripheral vision.  

     And what he sees in back of him is a FIST, Flash Thompson's 
     fist, closing in on the back of Peter's head in slow motion.  
     As quickly as it turned on the Spider-Sense switches off and 

     BACK IN REAL TIME,

     Peter whips around and darts to the side, a split-second 
     ahead of Flash Thompson's thrown punch, which BANGS into a 
     locker where Peter was standing.

                           FLASH
               Think you're pretty funny, don't you, 
               Freak?!

                           M.J.
                    (running in)
               It was an accident!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 23
     12-14-02                                                    


                           PETER
               I'm sorry. It really was.

                           FLASH
               My fist breaking your teeth, that's 
               the accident.

     Two of Flash's cronies close the classroom doors on either 
     side of the hall, to block the view of the teachers within.

                           PETER
               I don't want to fight you, Flash. 

                           FLASH
               I wouldn't want to fight me neither. 

     A crowd forms around them. Flash takes two more swings, but 
     again Peter evades them -- and fast. Flash is puzzled.

     Sensing an attack from behind, Peter suddenly ducks. One of 
     Flash's cronies, who was sneaking up on him, is left grabbing  
     air. Peter stands, flips the guy off his back. 

     A crowd forms to watch. Harry Osborn, coming down the hall 
     from the other direction, joins them.  

     Enraged, Flash ROARS and lunges at Peter. Peter ducks one, 
     two, three, four punches, never even moving his feet, just  
     darting his torso around so fast he creates a motion blur. 

     Harry, impressed, gives a look to the person standing next 
     to him, who happens to be M.J. Harry turns back to the fight, 
     then does a double take back at M.J. She returns the look.

                           M.J.
               Harry, please help him. ..

                           HARRY
               Which one?

     Flash lunges at Peter.  Peter throws a punch that lands 
     solidly on Flash's jaw and sends him sailing back against 
     the lockers, hard.  He slumps to the floor, unconscious.

                           CRONY
               Jesus, Parker, you knocked him out!

     Peter GASPS, shocked at his own strength, but thrilled.  A 
     STUDENT arrives on the scene, steps forward of a better view.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 24
     12-14-02                                                    


                           STUDENT
                    (Motioning towards 
                    unconscious Flash)
               Parker did that?  Yeah right.

     Flash MOANS, lifts his head up revealing a face covered in 
     blood.  The crowd GROANS.  A few kids go to Flash, suddenly 
     a sympathetic figure.

     Peter looks at Flash's battered face, then to his hands.  He 
     starts to back away, aware and terrified of his newfound 
     strength.  He turns on his heels and takes off down the hall.

     EXT STREET -- DAY

     Peter is walking along, looking down at the fading spider 
     bite.  What's happening to me?

     EXT. ALLEY -- DAY

     He turns, sees --

     -- A glorious spiderweb that's been spun between a dumpster 
     and the alley wall, the sun glinting off its fresh strands.

     Peter looks around.  He's alone.  He reaches out to the alley 
     wall and as his fingers draw close

     WE GO IN SUPERTIGHT ON HIS FINGERTIPS

     as tiny, microscopic hairs leap out of his pores and cling 
     to the wall.

     Slowly, tentatively, Peter begins to walk up the wall, his 
     hands clinging like suction cups.

     EXT ROOFTOP -- DAY

     Peter leaps with abandonment, over alleyways from rooftop to 
     rooftop.

     EXT. ROOFTOP -- DAY

     He pulls up short at one roof. It is too far to the next 
     one. He looks down at hs wrist, sees the narrow slits. Gets 
     an idea. He turns, points his wrist at a taller building 
     across the alley.

     He wiggles his wrist, tries to get the goop to spray out. 
     But it doesn't come. He makes a fist. Nothing. He closes his 
     thumb and little finger together. Nothing. He rotates his 
     hand so the palm faces up, extends all five fingers, and 
     brings his ring and middle fingers toward his palm, together.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 25
     12-14-02                                                    


     THWIP!

     A single strand of webbing shoots out from his wrist, straight 
     up. Peter frowns, tries to direct it more. This time the 
     webbing flies across the alley and sticks to the side of the 
     other building.

     Peter tugs on it. It's tough. He pulls harder.  Can't break 
     it. He wraps one hand around it, double strength, closes his 
     eyes, mutters a prayer --

     -- and jumps off the roof. He sails through the air, comes 
     in for a landing on the side of the other building -- SPLAT!

     He clings there with his hands and feet, face crushed against 
     the brick. Learning hurts.

     INT. PARKER KITCHEN -- NIGHT

     Peter comes into the kitchen at home, late, exhausted, 
     confused. He sniffs the air, smells something funny.

     He touches the wall, comes up with paint on his fingers, and 
     notices the buckets and drop cloth folded in the corner of 
     the room. He sees a note on the ladder:

          "Meatloaf and vegetables in the oven.
          Cherry pie on the shelf. We've gone 
          to play bridge at the Anderson's."

                           PETER
               Ah, shoot...

     A SHOUT from next door distracts him. He goes to the window.

     THROUGH THE WINDOW

     he can see M.J.'s house, just across the narrow driveway. He 
     can see silhouettes moving in their windows, a man, a woman, 
     and a teenager, SHOUTING at one another. 

     EXT. M.J.'S HOUSE -- NIGHT

     Outside, M.J. BANGS through her screen door and walks into 
     her postage-stamp back yard, trying to ignore the chaos inside 
     that house. Inside her house.

     She's angry, ready to cry, yet able to hold it back. She 
     turns and SEES Peter standing in his yard, other side of the 
     fence. He's caught watching her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 26
     12-14-02                                                    


                           PETER
                    (embarrassed)
               Oh. Hi.

                           M.J.
               Were you listening to that?

                           PETER
                    (rattled)
               No! Yeah! I heard something, but wasn't -
               listening. To what?

                           M.J.
               I guess you can always hear us.

                           PETER
               No. I was just taking out the trash.

                           M.J.
               You always do your chores, don't you 
               Peter?

                           PETER
               Well...

                           M.J.
               I'm sorry we do that all the time.
               Your aunt and uncle never scream.

                           PETER
               Oh, they can scream pretty good, 
               y'know.

                           M.J.
               So... where to after you graduate?

                           PETER
               I thought I'd go into the city, get a 
               job as a photographer, work my way 
               through college.  What about you?

                           M.J.
               Headed for the city, too. I can' t 
               wait to get out of here. I thought 
               I'd... Oh, I don't know...

                           PETER
               Try me.

                           M.J.
               I want to... act... on stage. Be an 
               actress.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 27
     12-14-02                                                    


                           PETER
               Hey, that's great, you were really 
               awesome in all the school plays, Mary 
               Jane.

                           M.J.
               Really?

                           PETER
               Yeah.  I cried like a baby when you 
               played Cinderella.

                           M.J.
               Peter, that was in first grade.

                           PETER
               Well, even so, you know how sometimes  
               you can know something, like what's  
               going to be. Like feel what's around
               you, what's coming?

                           M.J.
               Sometimes.

                           PETER
               And you can just see things coming 
               that aren't exactly there, but you 
               just believe.

                           M.J.
               What do you see coming for you?

                           PETER
               I'm not sure, but it feels like 
               something I never felt before, whatever 
               it is.

                           M.J.
               And what for me?

                           PETER
               You?  You're... why, you're gonna... 
               light up Broadway.

     Silence between them.

                           M.J.
               Y'know, you're taller than you look.

                           PETER
               I hunch.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 28
     12-14-02                                                    


     She reaches out, puts her hands on his biceps. Wow! She 
     straightens him up.

                           M.J.
               Don't. Hunch.

     His heart is going a million miles an hour.

     Suddenly we're interrupted by loud shouting again from M.J.'s 
     house. A horn honks.

     In the driveway, Flash in his new car. M.J. peers around the 
     corner of the house.

                           FLASH
               Hey M.J. Come take a ride in my 
               birthday present?

     She's torn, turns back to Peter.

                           M.J.
               Thanks, Pete.  I gotta go. 

     She grins, waves and goes.  

     Peter watches as Flash shows the car to M.J., oohs and aahs.  
     Flash puts down the top. They hop inside and SQUEAL away, 
     she lauqhs, her hair blowing in the wind. 

     Peter watches the car disappear. Looks downcast. He thinks a 
     moment, then raises his arm and makes a muscle. A GREAT, BIG 
     MUSCLE. Lowers his arm. So what? 

     INT. PETER'S BEDROOM -- NIGHT 

     His bulletin board with snapshots he's taken at school events 
     and of his Aunt and Uncle. A framed PHOTO OF HIM AS A 4 YEAR 
     OLD WITH HIS MOTHER AND FATHER.

     A newspaper CRINKLES open to a big ad for used cars. Peter 
     looks at them wistfully. He turns the page, sees another ad:

                     Attention Amateur Wrestlers! 
                        THREE THOUSAND DOLLARS 
                 For just three minutes in the ring! 
                     Colorful Characters a MUST!

     Peter RIPS the ad from the paper. He has a plan. As he 
     contemplates it, we FEATURE behind him two other snapshots: 
     M.J. at the museum - one posing, the other of her walking 
     away.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 29
     12-14-02                                                    


     INT. PETER'S BEDROOM -- NIGHT

     On a sketch pad, Peter's hand draws the outline of a human 
     figure and various costume possibilities.  He draws a pair 
     of wings on the figure.

                           PETER
               A spider with wings? 

     He crumples it up, starts over. He tries antennae, hates it, 
     crumples that up too.

     He draws some web-type lines over the face and arms, draws 
     the eyes. Large, jack o'lantern ovals, with upturned edges.

     INT. PETER'S BEDROOM -- NIGHT

     Two empty glass bottles stand on a bookcase on the far side 
     of Peter's bedroom. SPLAT! A web strand fires toward them, 
     misses by a mile.

     Peter, sitting on the opposite side of the room, frowns and 
     tries again. SPLAT!  Another wild miss. He looks down at his 
     wrists, thinking.

     INT HALLWAY -- NIGHT 

     Aunt May at his door with a bunch of laundry. She knocks.

                           AUNT MAY
               Peter? What's going on there?

                           PETER
                    (opens door a crack, 
                    peeks out)
               Exercising... not dressed, Aunt May.

                           AUNT MAY
               Well, don't catch a cold.

     CONTINUED:

     He closes the door revealing the roam is full of webs. He 
     decides to make the web shooter. Takes a pad, sketches it.

     ANOTHER DAY 

     Sparks fly. Peter has dismantled several Zippo lighters, 
     watches, and assorted old jewelry and is silver-soldering 
     them back together in a new way. He picks one up, blows on 
     the solder. Happens to glance out the window -- sees M.J.'s 
     silhouette. She's dancing, acting, being free.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 30
     12-14-02                                                    


     LATER, IN THE BEDROOM -- NIGHT 

     Peter picks up the finished contraption and puts it around 
     his wrist, right over his biological spinnerets.

     He turns his chair, aims his wrist across the room, now with 
     the bracelet. He takes aim and --

     -- SPLAT! Scores a direct hit on a can of Jolt Cola on the 
     nightstand. He spins around, fast, in the chair, and fires a 
     web under his arm, as if snuck up on from behind.

     SMACK!  Hits a plaster lamp, snags it. Yanks it towards him, 
     he ducks. It hits the wall.  SHATTERS!

     He spins again, fires a double-barreled blast at those two 
     glass bottles. Both of them hit, sending the bottles flying 
     against the wall, where they SHATTER noisily.

     Peter is thrilled. But there's a POUNDING on the wall.

                           UNCLE BEN
               What are you doing in there?!

                           PETER
               Studying!  Hard.

     EXT OSCORP INDUSTRIES -- NIGHT 

     Even at night, OsCorp's stacks spew foulness into the air. 

     INT. OSCORP LAB -- NIGHT 

     -- the OsCorp lab, deserted, dark at this hour, except for 
     one area. It's the glass-walled isolation chamber we saw 
     earlier, glowing ominously in the middle of the floor. Inside 
     it, we see a man moving furtively, anxiously, preparing for 
     a test.

     INSIDE THE TANK,  

     Stromm and Norman Osborn making preparations for something -- 
     an experiment.

                           STROMM
               Mr. Osborn, please, I'm asking you 
               for the last time... 

                           OSBORN
               Don't be a coward. Risks are part of 
               laboratory science.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 31
     12-14-02                                                    


                           STROMM
               Let me reschedule this with a proper 
               medical staff and a volunteer. If you 
               just give me two weeks...  

                           OSBORN
               In two weeks this project, this 
               company, will be dead. Sometimes you 
               have to do things yourself. Give me 
               the barium phosphate. 

                           STROMM
               Sir? 

                           OSBORN
               Decreases nausea when the vapor hits 
               the bloodstream.

     Stromm sighs, gives him the phosphate. 

                           OSBORN (CONT'D)
               Forty thousand years of human evolution 
               and we've barely even tapped the 
               vastness of human potential.
                    (he drinks)
               To the final realization of man's 
               true physical and intellectual 
               capability.
                    (nods to Strozmn)

     Osborn lies on the gurney.  

     ZIP!  A restraining strap is tightened across his leg.  

     CLICK!  A restraining buckle SNAPS across his waist. 

     Dr. Mendel Stromm hits switches, a motor HUMS, and the steel 
     gurney slides into the tank and is rotated up to vertical. 

     OUTSIDE THE TANK,

     Mendel Stromm pops switches and levers on the vast console 
     outside the glass tank, making last second checks on the 
     battery of monitors in front of him.

     He grabs hold of a set of controls.

     A thick, noxious green gas rises up from the petri dish.  
     Heavy, but still lighter than air, the gas creeps up, swirling 
     around Osborn's feet. Over his legs. Over his groin. Creeping 
     up his chest. Ticking over his chin. In spite of himself, 
     Osborn holds his breath.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 32
     12-14-02                                                    


     The green cloud envelopes his head and he forces himself to 
     open his mouth. He draws just a tiny bit of air -- 

     -- and the gas seems to leap into his mouth, as if it had a 
     mind of its own. Osborn panics, chokes on it for a moment.

     But then he calms, lets himself breathe normally. The gas 
     flows, in and out of his nostrils, we can see it move.

     Stromm peers through the glass, monitoring every second.

                           OSBORN (CONT'D)
               I-

     And suddenly, his entire body begins to convulse, seized by 
     spasms, his fingertips, his teeth, his eyes show only whites.

     ON THE MONITORS,

     his body functions go crazy. Stromm works the controls  
     frantically.  Flat line. All across the monitors.  Stromm  
     SLAMS a hand down on a red button and -- 

     IN THE TANK, 

     -- giant vacuum vents in the ceiling ROAR to life, sucking 
     the green gas up and out of the room.  

     Stromm races to the door, as soon as the gas is gone the 
     security latches CLUNK open, he shoves his way inside, goes 
     to Osborn, unstraps him, rips open his shirt and frantically 
     begins emergency procedures.  

     Suddenly, behind him, he hears a SHRIEKING sound. Stromm 
     turns as 

     THE MONITORS 

     go crazy, heart rate leaping up to 226, blood pressure BANG,  
     respiration, POW, every single graph and scale and chart 
     registers at or near its peak BEEPING AND WHOOPING. 

     INSIDE THE TANK,

     Osborn's eyes pop open and he leaps to his feet, terrified. 
     Be RIPS the sensors off his chest, Stromm tries to restrain 
     him, Osborn ROARS --

     -- and bats Stromm across the chamber with just one arm.

     But not just across the chamber, he hurls him through the 
     glass wall of the chamber, which explodes in a shower of 
     glass as Stromm's body hits it. Stromm keeps flying, sailing

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 33
     12-14-02                                                    


     across the lab and SMASHING into a pillar on the far side, 
     some fifty feet away.

     He sags to the floor, blood pooling under his head.

     Osborn staggers through the broken wall of the tank, steps 
     across the rubble, and towers over Stromm's lifeless body. 

     FAR AWAY ACROSS THE LAB,

     we see Osborn's hulking figure standing over Stromm. We keep 
     pulling away until we see something in the foreground, two 
     items sitting patiently, waiting for someone to finish them, 
     to make use of them.  Mounted atop two poles--

     -- that strange single-winged flying platform and the remote 
     control suit that controls it.

     In the distance, Norman Osborn throws his head back and HOWLS 
     in pain, confusion, transformation.  His primitive cry echoes 
     over --

     EXT OSBORN'S APARTMENT -- DAY 

     -- an opulent Tudor Hill apartment building, crowned by an -
     imperious townhouse. Inside--

     INT. OSBORN'S DEN -- DAY

     This room in Osborn's lavish apartment. A collection of masks 
     of all kinds.  Ancient, tribal, hideous, garish masks. The 
     essence of violent warfare. Norman sits bedraggled, dressed 
     in yesterday's clothes. Disoriented. Dazed.  

     Harry, ready for school, a backpack over his shoulder walks 
     past the room, looks in, stops and enters.

                           HARRY
               Dad? What is it, Dad?

                           OSBORN
                    (blurry)
               Harry.

                           HARRY
               You look sick. What's happened?

                           OSBORN
                    (sincere)
               I don't know...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 34
     12-14-02                                                    


                           HARRY
                    (kneels before him)
               Where were you last night, I didn't 
               hear you come in.

                           OSBORN
               I was... last night I was...

                           HARRY
               What?

                           OSBORN
               I don't remember.

     Voices come from the hallway. 

     INT HALLWAY -- DAY 

     Simkins briskly walks down the hallway, argues with Osborn's 
     HOUSEMAN. 

                           SIMKINS
               I have to see him.

                           HOUSEMAN
               He can't be disturbed now.

     INT OSBORN'S DEN - DAY

                           OSBORN
               Who's there?

                           SIMKINS (O.S.)
               This can't wait.
                    (calls)
               Mr. Osborn!

     Simkins enters the room. 

                           HARRY
               My father's not well, Mr. Simkins.

                           SIMKINS
               Mr. Osborn.  Dr. Stromm is dead.

                           OSBORN
               What?

                           SIMKINS
               His body was found this morning in 
               the laboratory. He was murdered, sir.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 35
     12-14-02                                                    


                           HARRY
               Murdered?

                           OSBORN
                    (on his feet)
               What are you talking about?

                           SIMKINS
               And the flying wing prototype, sir...

                           OSBORN
               What about it?  

                           SIMKINS
               It's missing.  It's been stolen.

     Silence. Osborn shocked. He moves quickly out of the room.

                           OSBORN
               Take me there.

     He exits. Harry remains behind for a moment, then after them. 
     We're in the empty room. Camera lands on one of the masks.

     INT PARKER HOUSE -- LATE AFTERNOON 

     Peter moves quickly down the stairs into 

     LIVING ROOM 

     Uncle Ben and Aunt May are there. Peter holds his shoulder 
     bag, moves quickly to the door. Starts to open it.

                           PETER (FAST)
               Goinqtothedowntownlibraryseeyoulater.

                           UNCLE BEN
               Hold on! I'll drive you.

                           PETER
               It's OK. I'll take the train.

     As Uncle Ben grabs a jacket and his keys.

                           UNCLE BEN
               I said I'll drive you. Get in the 
               car.

     Peter moves out. Ben follows, turning to wink at Aunt May.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 36
     12-14-02                                                    


     EXT. NEW YORK PUBLIC LIBRARY -- DUSK 

     An Oldsmobile Delta '88 pulls over at the curb in front of 
     the New York Public Library. 

     INT. OLDSMOBILE DELTA 88 -- DUSK 40  

     Uncle Ben is at the wheel, Peter beside him, moves to get 
     out. 

                           PETER
               Thanks for the ride. 

                           UNCLE BEN
               Hold on a minute... We need to talk. 

                           PETER
               Talk about what?

                           UNCLE BEN
               You're not the same guy lately.  Fights 
               in school, shirking your  chores, you 
               barely say a word to me or your aunt -- 
               what's the story?

     Peter unconsciously pulls his sleeves down over his wrists.  
     He just can't tell him.

                           PETER
               There's no story. 

                           UNCLE BEN
               You're changing, and that's normal.  
               This is the age when a man becomes 
               the man he's going to be for the rest 
               of his life. Just be careful who you 
               change into.  Okay? 

                           PETER
               I feel all this, a11 this power, but 
               I don't know what it means, or how to 
               control it, or what I'm supposed to 
               do with it, even.

                           UNCLE BEN
               You'11 figure it out. You're one smart 
               cookie, always have been.  But 
               knowledge is power. And with great 
               power comes great responsibility. 
               Don't ever forget that.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 37
     12-14-02                                                    


                           PETER
               Yeah, yeah, I know all that, it's not 
               what I'm talking about. You wouldn't 
               understand.

                           UNCLE BEN
               Wanna bet? When I was your age I went 
               through exactly the same things.

                           PETER
               No you didn't, that's my whole point. 
               It's just possible that something 
               unique is happening to me, isn't it?

                           UNCLE BEN
               Believe it or not, it passes. You 
               grow out of it.

                           PETER
               I'm not gonna grow... just drop it, 
               I'll figure it out myself.

                           UNCLE BEN
               Look, if you won't give me so much as 
               a clue, I can't help you.

                           PETER
               I didn't ask for help.

                           UNCLE BEN
               I know I'm not your father, Peter...

                           PETER
               Then stop pretending to be.

     There are some things you say that you wish you could pluck 
     right back out of the air. This is one of them. And it's too 
     late.

     Uncle Ben' s feelings are deeply hurt. He looks away.

                           UNCLE BEN
               I'll pick you up on this corner at 
               nine o'clock.

     Peter wants to say something. But can't. 

     ON THE STREET,

     Peter climbs out of the car, holding a brown paper bag, and 
     closes the door. He starts up the steps of the library and 
     watches as the Oldsmobile pulls out into traffic.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 38
     12-14-02                                                    


                           PETER
                    (to the disappearing 
                    car)
               I'm sorry. 

     He turns around, goes back down the steps of the library and  
     heads off in the other direction. A deafening ROAR comes 
     over and --  

     INT. ARENA -- NIGHT

     -- we see a costumed AMATEUR WRESTLER, CONTESTANT #1, SLAM  
     into the floor of a wrestling ring in the middle of a small, 
     hot, dusty arena. The crowd goes wild as BONE SAW McGRAW, 
     six feet nine if he's an inch, three hundred pounds of pure 
     muscle, climbs to the top turnbuckle.  He leaps and delivers 
     a crushing flying elbow to his opponent's chest. 

     Peter grimaces. 

     INT ARENA HALLWAY -- NIGHT 

     A line of colorfully dressed wrestlers. A spunky CHECK-IN 
     LADY sits behind a table taking information. A wrestler, 
     clad in Robin-Hoodesque garb, stands before her.

                           CHECK-IN LADY
               Down the hall to the ramp... and lose 
               the hat.

     "Robin Hood" removes his hat, gives the lady a dirty look.

                           CHECK-IN LADY (CONT'D)
               Yeah, yeah, nice tights touqh guy. 

     Peter Parker steps forward. She gives him the once over.

                           CHECK-IN LADY (CONT'D)
               There' s no feather-weight division 
               here small fry.  Next.

                           PETER
               No, no, I know.

                           CHECK-IN LADY
               Okay... you understand the NYWL is 
               not responsible for any injuries you 
               may...
                    (looking him over)
               ...and probably will sustain while 
               Participating in said event and that 
               you are, at sub 150 pounds, indeed
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 39
     12-14-02                                                    


                           CHECK-IN LADY (CONT'D)
               participating under your own free 
               will.

                           PETER
               Yes.

                           CHECK-IN LADY
               Down the hall and up the ramp May God 
               be with you.

     Peter turns exits. A male wrestler dressed as "Xena", steps 
     up. 

                           CHECK-IN LADY (CONT'D)
                    (taking it in)
               Let's go princess. 

     INT ARENA - NIGHT 

     Bonesaw pulverizes a new victim, CONTESTANT #2.  He hurls 
     him into the ropes, sending him careening back to the middle 
     of the ring.  Bonesaw grabs him, chucks him into the stands. 

     The crowd goes nuts. Bonesaw ROARS with rage. A HECKLER  
     rises in his seat. 

                           HECKLER
               Hey Bonesaw!  You big fake! You suck!  

     Bonesaw's eyes zero on the Heckler.  He balls up his fists, 
     GROWLS, leaps from the ring. 

     Bonesaw pushes his way through the crowd.  The Heckler's -
     eyes go wide as Bonesaw bears down on him, grabs him by the 
     throat, pops him one. 

     Bonesaw grabs his folding chair, starts to make his way back 
     to the ring, mumbling as he goes.

                           BONESAW
               Fake my ass

     Bonesaw drags the chair toward the rinq, finds CONTESTANT #2 
     trying to crawl away. CONTESTANT #2 looks up just. as Bonesaw 
     rears back, WHACKS him across the face with the chair.  

     That's it for #2.  He's out. The crowd howls. 

                           RING ANNOUNCER (O.S.)
               "Are you ready for more?" 

     The crowd demands more. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 40
     12-14-02                                                    


     Bonesaw climbs back into the ring, sits on a stool in his 
     corner.  His bikini clad ring maidens, THE BONETTES, are 
     quick to sponge him off, give him water, massage him. 

                           RING ANNOUNCER (CONT'D)
                    (louder)
               "I said, are we ready for more?!"

                           CROWD
               MORE, MORE, MORE!!!!!

     Bonesaw's had enough pampering, rises, flexes, whips the 
     crowd into a frenzy. 

                           BONESAW
               Bonesaw's ready!  

                           RING ANNOUNCER (O.S.)
               Will the next victim please enter the 
               ring at this time!  If he can withstand 
               just three minutes in the cage with 
               Bone Saw McGraw... 

     Two pendulously-breasted GIRLS strut around the ring with a 
     banner reading "3:00 for $3,000". 

                           RING ANNOUNCER (CONT'D)
               ...the sum of three thousand dollars 
               will be paid to... 

     We find the RING ANNOUNCER standing behind a curtain on a 
     ramp leading to the ring.  He covers his microphone with his 
     hand, turns to someone off screen. 

                           RING ANNOUNCER (CONT'D)
               The Human Spider? That's it?  That's 
               the best you got?

                           SPIDER-MAN
               Yeah.

     The Ring Announcer huffs. 

                           RING ANNOUNCER
               Nah, you gotta jazz it up a little.
                    (back into microphone)
               ... the sum of three thousand dollars 
               will be paid to... 

     The curtain opens, spotlights search through the crowd, swing, 
     to the top of the ramp where we find Spider-Man partially 
     hidden by a black scrim. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 41
     12-14-02                                                    


                           RING ANNOUNCER (CONT'D)
               ...the terrifying... the deadly!... 
               THE AMAZING!!...

     The scrim starts to rise.  

                           RING ANNOUNCER (CONT'D)
               ...SPIDER-MAN!!!

     The scrim is gone, revealing Spider-Man, clad in a baggy, 
     homemade costume made from old sweatpants, sweatshirts and a 
     Balaclava.

                           SPIDER-MAN
                    (to Ring Announcer)
               That's "The Human Spider."  

                           RING ANNOUNCER
               Get out there dipstick. 

     A PA gives Spider-Man a shove.  He takes in the arena, the  
     crowd for the first time.  He's frozen, paralyzed by the 
     spectacle before him.  

     Spider-Man cautiously makes his way toward the ring.  The 
     Bonettes wait like hungry wolves on the ramp.  They  
     mercilessly heckle him as he goes, feel his muscles, taunt  
     him, egg on the crowd to do the same. 

     A gurney with CONTESTANT #2, groaning in agony, wheels by.  

                           CONTESTANT #2
               I can't feel my legs... I can't feel 
               my legs... 

     Spider-Man watches them wheel him away, cautiously 
     continues... 

     He crawls into the ring, looks around. All of a sudden--

                           CROWD
               CAGE!  CAGE!  CAGE!

     Spider-Man scans the crowd. Cage?

     WIDE SHOT

     A flat structure with metal bars drops from the ceiling. Its 
     sides fold in, form a cage which sets down on the ring.

                           RING ANNOUNCER (O.S.)
               Will the guards please lock the cage 
               doors! 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 42
     12-14-02                                                    


     CLANG!! Stage Hands wrap huge metal chains around the corners 
     of the cage, lock in the combatants. 

                           SPIDER-MAN
               Hey, wait a minute...

     Spider-Man tests the cage.

                           SPIDER-MAN (CONT'D)
               This thing's locked.

                           BONESAW (O.S.)
               Freak show!  

     Spider-Man turns around, sees Bonesaw standing center ring.

                           BONESAW (CONT'D)
               You're going nowhere!  I've got you 
               for three minutes... three minutes of 
               playtime with Bonesaw.

     Spider-Man flattens himself against the bars.  

                           SPIDER-MAN
               What am I doing here?

     Bonesaw rushes Spider-Man, lunges at him. Spider-Man leaps  
     out of frame. Bonesaw crashes into the cage wall, bounces 
     off, crumples to the ground.  He looks up, sees Spider-Man  
     clinging to the top of the cage.  The Heckler, bloody faced 
     and back in his chair, is shocked. 

     Bonesaw gets up, looks at Spider-Man. 

                           BONESAW
               What do you think you're doing?  

                           SPIDER-MAN
               Staying away from you for three 
               minutes.  

     Bonesaw's furious, leaps-- 

     --but so does Spider-Man, across the cage, somersaulting to 
     the opposite side.  He clings there, drops to the ground.

                           CROWD
               Yeahhhhhhh!!! Go Spider-Man!!!! 

     Go Spider-Man?  He looks around, scans the cheering crowd.  
     Turns back in time to see Bonesaw about to grab him.  He 
     leaps-- 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 43
     12-14-02                                                    


     --does a one-handed hand stand on Bonesaw's head.  He grins, 
     confidence growing, fast.

                           SPIDER-MAN
               Not a bad costume, what is that, 
               Spandex? I used Lycra for mine and it 
               itches like crazy. 

     Bonesaw swats him down, grabs his leg. 

                           BONESAW
               I got you now insect!  

     Bonesaw thrashes him about, pitches him against the cage.  
     Spider-Man falls to the ground.

                           SPIDER-MAN
               Owwww.

     Bonesaw drags him out of frame.

                           SPIDER-MAN (CONT'D)
               You know, technically it's arachnid.   

     A shadow falls upon Spider-Man.  He looks up, sees Bonesaw 
     flying at him, prostrate, with a flying elbow. Spider-Man's 
     eyes go wide.  He flips his feet up, just in time to place 
     them on Bonesaw's chest, kicking him into the cage.  

     Bonesaw slumps to the mat, knocked cold. The crowd freaks 
     out.  Flashbulbs pop.

                           CROWD
               Spider-Man! Spider-Man! Spider-Man!

     Spider-Man, looks around the arena, raises his arms, 
     triumphant.

                           SPIDER-MAN
               Ahhhh. .. show biz.

     INT. ARENA OFFICES -- NIGHT 

     The administrative offices, upstairs at the arena. The 
     PROMOTER puts a single hundred dollar bill into Spider-Man's 
     palm (Peter is still wearing the costume).

                           PROMOTER
               Now get outta here... 

                           SPIDER-MAN
               A hundred bucks? The ad said three 
               thousand!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 44
     12-14-02                                                    


                           PROMOTER
               Check it again, webhead. It said Three 
               grand for three minutes.  You pinned 
               him in two.  For that I'll give you 
               you a hundred, and you're lucky to 
               get it. You made my best fighter look 
               like a girl out there.

     Enraged, Spider-Man grabs the guy by the shirt and pulls him 
     closer. A side of Peter Parker we've never seen before.

                           SPIDER-MAN
               I need that money!

                           PROMOTER
               I missed the part where this is my 
               problem..

     Spider-Man stares at him for a long moment, burning with 
     rage, he wants to bust this guy right in the nose --

     -- but he turns and leaves instead, passing a squirrelly-
     looking GUY on the way in, his hair dyed platinum blonde.

     INT. HALLWAY NIGHT

     Spider-Man walks away down the corridor, clutching the lousy 
     hundred dollar bill, muttering under his breath. He's nearly 
     to the elevator when he hears a SHOUT from behind him.

                           PROMOTER
               Hey! What the hell do you-

     He turns, as the door to the Promoter's office BANGS open 
     hard, shattering the glass, and the squirrelly-looking guy 
     races out, clutching a canvas bag. He is a THIEF.

                           PROMOTER (CONT'D)
               Help!  That guy stole the gate, he's 
               got my money!

     A SECURITY GUARD approaches from one end of the corridor. 
     The elevator behind Spider-Man DINGS, its doors start to 
     open, and the Thief takes off down the hallway toward it.

                           SECURITY GUARD
               Hey, you! Stop that guy!

     Spider-Man looks up, at the Thief racing straight at him, at 
     the Security Guard giving chase, at the opening elevator 
     behind. He thinks, debates --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 45
     12-14-02                                                    


     -- and takes a step back. The Thief races right past him and 
     into the elevator.

                           THIEF
               Thanks, pal.

     The doors close and he gets away. The Security Guard arrives, 
     SLAMS his fist on the elevator doors.

                           SECURITY GUARD
               What the hell's the matter with you?!  
               You just let him qo!

     The Promoter comes rushing up out of the office, a large red 
     welt growing on his cheek.

                           PROMOTER
               You coulda taken that guy apart! Now 
               he's qonna get away with my money!

                           SPIDER-MAN
               I missed the part where this is my   
               problem.

     He turns and walks away, down the corridor.

     EXT. NEW YORK PUBLIC LIBRARY -- NIGHT

     As night falls, Peter walks down the street toward the 
     library, dressed in street clothes again.  He looks around 
     for Uncle Ben's car.

     Peter stands on the corner where Ben said he'd pick him up. 
     Looks to the left, to the right. Not there yet.

     A POLICE CAR races by him, SIREN wailing, and heads for the 
     far corner. We hear an AMBULANCE'S SIREN in the BG.

     He takes an interest, moves across the street. As he walks, 
     his brow furrows, two and two coming together in his mind in 
     a bad way. He walks faster. And faster. He elbows his way 
     through the back of the swelling crowd. Then the middle. As 
     a desperate conviction grows in his mind,  he thrashes, 
     breaking through the front of the crowd and looking down at 
     the ground --

     -- where police officers stand over a body. It's Uncle Ben!  

                           PETER
               UNCLE BEN!!

     He lunges forward, but COPS stop him, pulling him back. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 46
     12-14-02                                                    


                           COP 1
               Hang on, hang on!

                           PETER
               My uncle! That's my uncle!

                           COP 2
               That's not gonna help him!

                           PETER
               What happened?!

                           COP 1
               Carjacker. He's been shot.

     Frantic, Peter tries to reach his uncle.

                           COP 2
               Hold on, kid! You can't help the guy.

                           PETER
               The guy? He's not the guy! He's my 
               uncle.

     He pushes in, moves to Ben, kneels, takes his head into his 
     lap.

                           PETER (CONT'D)
               Uncle Ben! Uncle Ben! It's me, 
               Peter!

     Ben opens his eyes, his mouth forms a smile, then the word 
     "Pete. " He dies. Peter cries, holding him. Sirens continue 
     in the BG.

     Behind him, a THIRD COP turns around suddenly, radio in hand. 

                           COP 3
               They got the shooter! He's headed 
               south on Fifth Avenue!

     Very close on Peter -- listens intently, stoney-faced. 

     EXT. A DARK ALLEY -- NIGHT

     An exaggerated shadow falls on the brick wall of an alley. A 
     man tears off his clothes, violently. The shadow grows bigger 
     as the man starts to run, suddenly the shadow leaps, high 
     into the air, sailing toward the building right in front of 
     us.

     The costume's still not right and he's not wearing a mask 
     (or face paint), but make no mistake, this is truly THE

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 47
     12-14-02                                                    


     AMAZING SPIDER-MAN. He climbs straight up the building. We 
     climb with him, rising higher and higher until we burst out 
     over the roof's edge.

     Spider-Man jumps backwards, grabbing a flag pole, swinging 
     on it, allowing his momentum to hurl him to the next building, 
     which he scales quickly.

     ON THE ROOF,

     he scans the horizon. He sees a cluster of police lights, 
     screaming down Fifth Avenue in pursuit. Spider-Man' s right 
     arm rises, palm up.

     THNIP!

     A silver strand of web fluid shoots out across the street. 
     Spider-Man wraps his hands around it and leaps.

     We leap with him, swinging out over the city, held aloft by 
     the tensile strength of the web. We plummet down, in a 
     graceful, terrifying arc, and as the ground races up toward 
     us, Spider-Man's left hand rises -- THNIP!

     Another web strand rockets out into the night, the web-slinger 
     shifts his weight to the second strand, abandoning the first, -
     pulling himself back up in a graceful arc that leads out 
     into the avenue.

     Well, above the avenue anyway, he's now swinging along 
     directly above the chase, which is below him.  

     ON THE STREET, - Uncle Ben's Oldsmobile SCREECHES around a 
     corner and SMASHES through a row of newspaper boxes. Three 
     police cars follow, not far behind.

     Above, Spider-Man follows, unseen. He webs -- left, right, 
     left, moving faster than the police cars, and THUMPS onto 
     the roof of the Oldsmobile. 

     INSIDE THE CAR, Spider-Man's fist SLAMS through the roof of 
     the car and grabs hold of the Carjacker's face.

     ON THE STREET, the car swerves, bumps, scrapes through 
     traffic. Cars SMASH into one another as it careens through 
     an intersection.

     GUNSHOTS erupt through the roof of the car, fired from within, 
     missing Spider-Man by inches. He leaps off the roof, on top 
     of a speeding truck.

     ON ROOF OF THE TRUCK, Spider-Man stands up. Eyes on the 
     Oldsmobile, he sees something else.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 48
     12-14-02                                                    


     A low bridge! Stretching straight across the street, right 
     about at chest level for Spidey.  He triple somersaults, up, 
     over the bridge, and lands on the roof of the truck again. 
     The truck starts to slow, so he leaps again, onto the roof 
     of the Oldsmobile.

     INSIDE THE OLDSMOBILE,

     Spidey lands right in front of us, staring through the 
     windshield and then smashing a fist through the windshield, 
     spiderwebbing it.

     EXT. MARINE BATTERY BUILDING -- NIGHT 

     The Carjacker loses vision and control, the Oldsmobile SMASHES 
     through the gates of a creepy-looking building near the East 
     River, Spider-Man still on its hood.

     The car SCREECHES toward the front door of the building, 
     Spidey sees it coming, knows he'll be crushed, so he leaps, 
     up, out of sight.

     FROM UP HIGH,  

     We see the Oldsmobile crash through and barrel into the 
     building. A second later, the police cars race up, radios 
     SQUAWKING.

     The camera tilts up to reveal Spider-Man on the wall above 
     them, clinging there. The police cars pulsating light reveals 
     him, fades and Spider-Man is lost in the darkness. When the 
     light again sweeps by, he is gone.

     INT. MARINE BATTERY BUILDING NIGHT

     In a far corner of the building floor, the Carjacker cowers 
     with his gun. The sweeping search light from the police boat, 
     through the dirty, leaded windows, reveals only his outline.

     Spider-Man descends, upside-down, from a web strand. He 
     rotates, lands softly on his feet behind the Carjacker.

     The Carjacker whirls around, BLASTS a shot at Spider-Man.

     Sensing it, Spidey leaps, onto the nearest wall. The shot  
     SMACKS into the wall where he was.

     The Carjacker, whom Spider-Man sees only as a silhouette, 
     starts BLASTING at him, as Spidey leaps from wall to ceiling 
     to wall to floor, just inches ahead of the bullets.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 49
     12-14-02                                                    


     IN THE STREET,

     the Cops hear the shots. Weapons are drawn, rifles steadied. 
     They can see figures moving inside the building.

     IN THE MARINE BATTERY BUILDING,

     Spider-Man does an acrobatic leap and lands on the Carjacker's 
     arm, kicking the gun free. It SKITTERS across the cement 
     floor as Spidey holds the guy up, curls a fist --

                           SPIDER-MAN
               This is for the man you killed.

     -- and punches the Carjacker in the jaw. The blow lifts the 
     man right off his feet, knocks his stocking cap off, and 
     sends him sailing into one of the unbroken windows, which 
     SHATTERS.  Spider-Man leaps into the window frame, grabs the 
     Carjacker, pulls him to his feet.

     Spotlights from outside swing around to frame the pair of 
     combatants in the window.

                           CARJACKER
               Don't hurt me!  Give me a chance, 
               man, give me a chance!

                           PETER
               DID YOU GIVE HIM A CHANCE?! THE MAN 
               YOU KILLED?! DID YOU?! ANSWER ME!

     Suddenly, the Carjacker's face is revealed, brightly lit. 
     His squirrelly face. And his platinum blonde hair.

     It is, God help him, the Thief who stole the money at the 
     arena. The one Spider-Man stepped aside for.

                           PETER (CONT'D)
               No! No, not YOU!

     Yes. Yes, him. Peter hurls him aside, the Thief CRASHES 
     against a wall and falls to the floor. Peter starts to 
     hyperventilate, trembling in horror, realizes the ghastly 
     truth:

     He failed to stop the very man who murdered his uncle.

     Images flood back at him, fast:

     INT. ARENA OFFICES -- NIGHT (FLASHBACK)

     The Security Guard, yelling at him:

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 50
     12-14-02                                                    


                           SECURITY GUARD
               Stop that guy!

     INT. ELEVATOR -- NIGHT (FLASHBACK)

     The Thief, standing in the elevator, looking at him evilly 
     as the doors close on his escape.

     EXT. ARENA -- NIGHT (FLASHBACK) 

     Uncle Ben's body, lying in the street.

     INT. MARINE BATTERY BUILDING NIGHT 

     Back in the building, the Thief stands up, not ten feet away 
     from Peter. The Thief aims the gun at him. Blind with rage, 
     Peter walks toward him. The Thief backs up. Peter advances. 
     The Thief pulls the trigger and --

     -- CLICK. Empty. The Thief backs up even further, trips --

     -- and CRASHES through a window. Peter lunges forward, tries 
     to grab him but misses, and the Thief falls fifty feet, 
     SMASHING into a wooden dock below. Dead. The money flutters 
     down around the body from the canvas bag.

     OUT ON THE RIVER,

     a police patrol boat CHUGS into view, swings a spotlight 
     around toward Peter. They get just a glimpse of him.

                           COP
               YOU, FREEZE!  DON'T MOVE!  WE'VE GOT 
               THE PLACE COMPLETELY SURROUNDED!

     The Cops raise their guns to fire, but Peter disappears from 
     the window, headed up --

     IN THE MARINE BATTERY BUILDING, 

     -- and by the time the rest of the lights hit the window 
     Peter is gone. Across the building floor, a DOZEN COPS SMASH 
     through the door, shine flashlights everywhere. The building 
     is empty.

     EXT. A ROOFTOP -- NIGHT 

     Peter, still wearing the suit but not the mask, drops his 
     head in his hands on top of a building nearby, alone. All 
     sound drains away, all sound except Peter's soft voice --

                           PETER
               Uncle Ben...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 51
     12-14-02                                                    


     Still with his mask off, tears run down his face.

                           PETER (CONT'D)
               Oh God, I'm so sorry...

     Pulling away, we see he's sitting on a stone gargoyle, jutting 
     out from the roof of a lonely building, silhouetted by the 
     full moon of the night he will never forget.

     INT. PARKER HOUSE -- NIGHT

     Peter at the front door. Opens it. Enters. Through the window, 
     we SEE Aunt May in her bathrobe (she's been waiting up). We 
     watch Peter tell her the bad news. Her reaction. He moves to 
     her, holds her.

     EXT. QUEST AEROSPACE TESTING GROUNDS -- NIGHT  

     A bunker sits buried in the middle of nowhere, warning signs 
     posted all around its perimeter:

                           PROVING GROUNDS 
                        QUEST AEROSPACE CORP. 
                      ABSOLUTELY NO TRESPASSING!

     Rising above the signs, we see SECURITY PERSONNEL, sporting 
     machine guns, surrounding the bunker, lit up by harsh white 
     light. 

     INT BUNKER NIGHT 

     We find a small group of military brass, headed by General 
     Slocum, and a handful of Quest AeroSpace employees.  

                           PROJECT COORDINATOR
               I think you're gonna like this General. 
               The BADGER is getting ready to fire 
               upon its target. 

     The brass peer out, some with binoculars.

     EXT BUNKER -- NIGHT 

     The BADGER approaches a military truck, fires, blows it to 
     bits.

     INT BUNKER -- SAME 

                           GENERAL SLOCUM
               It's got firepower, but what about 
               armor?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 52
     12-14-02                                                    


                           PROJECT COORDINATOR
               It's vastly exceeded all external 
               stress tests. It gives as well as it 
               takes, General.

                           GENERAL SLOCUM
               I want to see the figures, but if it 
               does what you say it can, I'll sign 
               the contract tomorrow.

                           PROJECT COORDINATOR
               And what about your commitment to 
               OsCorp?

                           GENERAL SLOCUM
               Norman Osborn has continuously risked 
               our time and money to satisfy his 
               outrageous dreams. Nothing would please 
               me more than to put him out of 
               business.

     O.S. A FAINT WHINE

                           YOUNG EMPLOYEE
               What's that?

                           PROJECT COORDINATOR
               Something's headed for the BADGER. 

     EXT BUNKER - SAME 

     A figure flashes past. The Badger's blown to smithereens. 
     The SECURITY PERSONNEL raise their machine guns and fire  
     bursts into the sky at the unseen object. They are mowed 
     down from a hail of rockets that streak from the sky. 

     INT BUNKER -- SAME 

     The military brass are shocked.

                           GENERAL SLOCUM
               What the hell was that? 

     They hear a faint WHINE. It grows louder, the sound of a 
     turbine engine, working hard.

     The WHINING SOUND crescendos, ZOOMING right at them.

                           GENERAL SLOCUM (CONT'D)
               Oh, my God. ...

     The interior of the bunker is lit up with a bright flash.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 53
     12-14-02                                                    


     There is a massive explosion in the bunker. Fire and debris 
     shoot through the observation slits.

     A hideous CACKLE is heard disappearing into the night.

     EXT OUTDOOR AMPHITHEATER -- DAY 

     Hundreds of mortarboards fly into the air and a great cheer 
     rises up from the bare-headed HIGH SCHOOL STUDENTS. Graduation 
     day.

     IN THE CROWD,

     The GRADUATES swarm everywhere, hooking up with their jubilant 
     PARENTS.  Norman Osborn and Aunt May, separate from one 
     another, searching for their kids.

     Favor Peter looking for Aunt May. He sees Harry.

                           PETER
               We made it buddy!

                           HARRY
               Good news. My father owns a building 
               downtown with an empty loft he said 
               we could have. Why not move in with 
               me when you get to the city.

                           PETER
               I'm not sure I can afford the rent. 

                           HARRY
               We'll work something out.

                           PETER
                    (Crossing his fingers)
               Gotta get a job first.

     ANOTHER ANGLE 

     Favor Aunt May and Norman Osborn still searching. Aunt May  
     spots Norman. 

                           AUNT MAY
               Mr. Osborn... I'm May Parker, Peter's 
               aunt.  I've heard about you. 

                           OSBORN
               Aunt May.  How do you do? Can't find 
               my boy. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 54
     12-14-02                                                    


                           AUNT MAY
                    (Spotting him)
               There's Harry.

     Harry appears with his diploma. Norman looks at him, a tight 
     smile.  

                           HARRY
               Hey, dad...

                           OSBORN
               You made it.  It's not the first time 
               I've been proven wrong.  
               Congratulations.

     He holds out a hand. Harry takes it, accepts the firm 
     handshake.

                           HARRY
               Thanks.

                           AUNT MAY
                    (hugging him)
               Congratulations, Harry.

     Osborn's face suddenly lights up, noticing something over 
     Harry's shoulder.

                           OSBORN
               Ah hah! The winner of the science 
               award. 

     Peter appears, carries his diploma and science award.  

                           AUNT MAY
               Here's our graduate
                    (she hugs him)
               You two looked so handsome up there.

     Osborn puts his arm around Peter. 

                           OSBORN
               I know this has been a hard time for 
               you, but try to enjoy this day.  
               Commencement: the end of something.  
               The start of something new.

                           PETER
               Thanks, Mr. Osborn.

                           OSBORN
               And if you ever need anything... 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 55
     12-14-02                                                    


     Favor Harry watching his father and Peter. Harry spots M.J.  
     With Flash and her crowd. He moves toward her.  

     Flash puts his arms around M.J.'s waist, she pulls away.  A 
     few words between them. We see her remove something from one 
     of her fingers, hands it to Flash.  Flash is stunned, angry, 
     he hurls it over the crowd and stalks off.  Harry sees this, 
     looks back over at Peter, still next to his father. Harry 
     moves to console M.J.

     INT THE PARKER HOUSE - DAY (LATE AFTERNOON) 

     Aunt May and Peter have just come in. Peter carrying his 
     gown, moves slowly to the stairs. Aunt May holds his diploma 
     and his science prize. She watches him start up.

                           AUNT MAY
               May I fix you something?

                           PETER
               No thanks.

     She watches him, recognizes the sadness.

     INT PETER'S BEDROOM -- NIGHT 

     Peter sits on the side of his bed. His door left ajar. In a 
     moment Aunt May appears at the door, knocks. Enters. She 
     looks at him, then puts his diploma on his desk and his 
     science prize on a shelf along with a few other awards.

     She moves to the bed and sits beside him. Finally:

                           PETER (CONT'D)
               I missed him a lot today.

                           AUNT MAY
               I know. I miss him too.
                    (takes his hand)
               But he was there.

                           PETER
               I just wish I hadn't --

                           AUNT MAY
               Peter, don't start that again.

                           PETER
               I can't help thinking about the last 
               thing I said to him.

                           AUNT MAY
               Stop it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 56
     12-14-02                                                    


                           PETER
               He tried to tell me something important 
               and I threw it in his face. 

                           AUNT MAY
               You loved him. And he loved you. He 
               never doubted the man you would grow 
               into. How you were meant for great 
               things. You won't disappoint him. Or 
               me.

     She waits another moment, then squeezes his hand and gets 
     up.  Moves to the door.

     She leaves quietly closing the door all the way.  Peter gets 
     up, opens a dresser drawer, moves some sweaters out of the 
     way, digs all the way to the bottom of the drawer... 

     ...where his Spider-Man costume is crumpled, the red 
     sweatshirt lying on top of it. The spider outline, sketched 
     on its front 

                           UNCLE BEN (V.O.)
               Remember... with great power comes 
               great responsibility.

     We HEAR the approach of what will become a GREAT ROAR.

                                                     DISSOLVE TO:

     EXT MANHATTAN -- DAY 

     A train ROARS out of a tunnel 

     INT. TRAIN -- DAY

     Peter sits in the train, staring at the skyline, a pile of 
     college textbooks in his lap.

     EXT. MANHATTAN -- DAY

     Manhattan is in the background as the train heads into the 
     heart of the city.

     EXT. DELI -- DAY

     A ROBBER races out of a Korean deli, gun in one hand, sack 
     of money in the other. The GROCER chases him out, carrying a 
     baseball bat, the robber turns, to shoot him, when suddenly -- 

     -- THWIP! A web-strand wraps around the gun and yanks it 
     sharply out of the robber's hand.  Stunned, both Robber and 
     Grocer turn. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 57
     12-14-02                                                    


     A shadow disappears into the night, barely seen.

     EXT. STREET -- DAY

     A CABBIE leans against his cab, talking to a couple other 
     CABBIES.

                           CABBIE
                    (heavy accent)
               This is not a man. My brother saw it 
               building a nest in the Lincoln Center 
               fountain.

     EXT. JEWELRY STORE -- NIGHT

     A POLICE CAR SCREECHES to a halt in front of a jewelry store, 
     siren SCREAMING.  COPS race up to the glass doors, which 
     have been smashed, the store's alarm WAILING. 

     The Cops suddenly look up, over the door, where they see  -
     TWO JEWELRY THIEVES and their bag of loot caught in a web-
     net, dangling from a lamppost, tied up neatly for them. 

     EXT  CONSTRUCTION SITE -- DAY 

     TWO CONSTRUCTION WORKERS dangle their feet off a beam while 
     eating.

                           CONSTRUCTION WORKER
               Have you ever seen his face?  Neither 
               have I. Wait until his wife figures 
               out he's running around in tights. 

     EXT DARK STREET NIGHT

     A WOMAN holds out her purse, huddling before a MUGGER, who 
     is holding a gun on her -- 

     -- until he's suddenly gone, swept up into the air by the 
     red and blue blur that flashes through the frame.

     Her purse falls back into frame. She scoops it up. A Note 
     attached reads, "COURTESY, YOUR FRIENDLY NEIGHBORHOOD SPIDER-
     MAN." 

     EXT POLICE STATION -- DAY 

     A UNIFORM COP talks excitedly with a couple other Cops.

                           COP
               Never mind the vigilante thing, you 
               seen all those webs he leaves all
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 58
     12-14-02                                                    


                           COP (CONT'D)
               over the city, I'm gonna site the guy 
               for littering. 

     INT DAILY BUGLE -- DAY 

                          WHO IS SPIDER-MAN? 
                  Costumed Figure Saves Fire Victims 

     It's the headline of a tabloid newspaper, the Daily Bugle.  
     There's also a large photograph, of a burning building, and 
     a fuzzy, indistinct figure crawling up the side of it.

                           JAMESON (O.S.)
               He's a criminal, that's who he is!  

     The paper lowers with a crumple, revealing the face of J.  
     JONAH JAMESON, owner of the last flattop haircut in America.

                           JAMESON (CONT'D)
               A vigilante! A public menace! What's 
               he doing on my front page?

     HOFFMAN, an employee of The Bugle enters the office, 
     interrupting the meeting Jameson is having with his city  
     editor, ROBBIE ROBERTSON. 

                           HOFFMAN
               Mr. Jameson, we have a page 6 problem.

                           JAMESON
               We have a page 1 problem. Shut up! 

                           ROBBIE
               He's news.

                           HOFFMAN
               They're a major account, it can't 
               wait.

                           JAMESON
               It's about to. 

                           ROBBIE
                    (Ignoring Hoffman)
               He saved six people from burning to 
               death.  

                           JAMESON
               - in a fire he probably started!  
               Something goes wrong and this creepy 
               crawler's there, what's that tell ya?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 59
     12-14-02                                                    


                           ROBBIE
               Boss, he's a hero.

                           JAMESON
               Then why does he wear a mask? What's 
               he got to hide?

                           HOFFMAN
               We double sold page 6. Both Conway  
               and Macy's bought three quarters of 
               it. 

                           ROBBIE
               We sold out all four printings, Jonah.

                           JAMESON
               Sold out?!

                           ROBBIE
               Every copy.

                           JAMESON
               Spider-Man, page one, tomorrow!  With 
               a decent picture this time!

     Jameson turns to Hoffman. 

                           JAMESON (CONT'D)
               Move Conway to Page 7. 

                           HOFFMAN
               There's a problem with page 7.

                           JAMESON
               Then move them to page 8 and tell 'em 
               we'll give 'em an extra column inch.  
               Get out of here!

                           ROBBIE
               Can't get a picture. I've had Eddie 
               on it for weeks, nobody ever gets 
               more than a glimpse of him.

                           JAMESON
               What is he, shy?! If we can get a 
               picture of Julia Roberts in a thong, 
               we can certainly get a picture of 
               this nut. Put an ad on the front page!  
               "Cash money for a picture of Spider-
               Man!" Doesn't want to be famous?!

     EXT DAILY BUGLE -- DAY 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 60
     12-14-02                                                    


     His voice continues over the exterior of the building:

                           JAMESON (O.S.) (CONT'D)
               Then I'll make him INFAMOUS!

     EXT CHELSEA STREET -- DAY 

     We're looking through the glass doors of MOONDANCE, a seedy- 
     looking diner downtown. Inside, we see Mary Jane Watson, 
     wearing a hideous orange waitress uniform, being berated by 
     a SURLY COOK. She punches a time clock, grabs a raincoat, 
     and stalks out of there.

     As the doors open, a blast of NOISE and grease washes out 
     after her. She makes her way down the street. The guy passing 
     her stops, checks her out. It turns out to be Peter.

                           PETER
               Hey!

                           M.J.
                    (doesn't look up)
               Buzz off! 
                    (keeps walking)

                           PETER
               Mary Jane Watson?

     She freezes. As if hearing her own name frightens her.

                           PETER (CONT'D)
                    (continuing)
               M.J. It's me.  Peter.

                           M.J.
                    (Turns, lights up, 
                    pulls her raincoat 
                    closed)
               Peter!

                           PETER
               Hi.  How have you been? What are you 
               doing around here? 

                           M.J.
               I live around the corner. I was... 
               headed to an audition.

                           PETER
               An audition. So you're an actress 
               now. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 61
     12-14-02                                                    


                           M.J.
               Working steady. In fact I just got 
               off a job.  

                           PETER
               That's great M.J. 

                           M.J.
               Yeah, I've never been happier. It's 
               like they say, it's all about the 
               work, y'know, the work is everything... 
               But how about you?  How's the 
               photography? 

                           PETER
               Great. 
                    (Beat)
               Actually... I haven't done much with 
               it. I've been kind of busy...  Going 
               to college...
                    (holds up the 
                    classifieds)
               Looking for a jOb, saving the world. 
               But you! Look at you. You're actually -
               living the life you dreamed about.

     Suddenly, the door to the diner opens and the Surly Cook 
     steps out, clutching a pile of restaurant checks in his meaty 
     fist.

                           SURLY COOK
               Hey, glamour girl! Your drawer's off 
               by six bucks!  Next time I take it 
               out of your check, y'get me?
                    (she ignores him)
               Excuse me, Miss Watson, I am speaking 
               words to you.  You get me?

                           M.J.
               Yes, Enrique, okaY? I "get you,"
               Enrique.

     He goes back inside, BANGING the door shut behind him. M.J. 
     looks down, can't look Peter in the face. By way of an 
     explanation, she opens her raincoat, flashes him the uniform.

                           M.J. (CONT'D)
               Some dream, huh? But it's just 
               temporary. Few extra dollars.

                           PETER
               Well that's nothing to be embarrassed 
               about.  You think they need a waiter?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 62
     12-14-02                                                    


                           M.J.
               Don't tell Harry.

                           PETER
               ...Harry?

                           M.J.
                    (sees his look)
               Aren't you guys living together?
               We've been going out. Didn't he tell 
               you?

                           PETER
                    (recovering)
               Oh, yeah... right.

                           M.J.
               I think he'd hate the idea of my 
               waiting on tables. He'd think it was 
               low.

                           PETER
               Well, Harry never has lived on a little 
               planet I like to call earth.

     M.J. laughs.

                           PETER (CONT'D)
               Probably half the people starring on 
               Broadway were waiters or even 
               dishwashers.

                           M.J.
               How come you always make me feel 
               better?

     He smiles. Shrugs. An awkward moment. 

                           M.J. (CONT'D)
               Well...
                    (she turns to go)
               It's good to see you Peter.

                           PETER
                    (calls after her)
               Maybe I'll come down and have a cup 
               of your Moondance coffee some day.
                    (quickly)
               And I won't tell Harry. M.J.

                           M.J.
                    (looks back)
               No, don't tell Harry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 63
     12-14-02                                                    


                           PETER
                    (to himself)
               No, I won't. I won't tell Harry.

     Finally, he turns and starts off in the other direction. He 
     walks alone.

                           PETER (CONT'D)
               Harry and Mary Jane. Wow.
                    (keeps walking, sad)
               Don't tell Peter.

     Walks on.

     EXT HARRY'S APARTMENT -- DAY

     A cool place in Tribeca.

     INT HARRY'S APARTMENT -- DAY 

     The door opens. Peter enters, downhearted. He spots Norman 
     pacing around, speaking on a cell phone.  Norman nods to 
     him, Peter nods back. He SEES Harry at the dining room table. 
     College textbooks open. Harry turns, out of sorts.

                           HARRY
               Stormin' Norman making his weekly 
               inspection.  Spends half of it on the 
               phone.
                    (re: open books)
               Man, am I glad you're here.  I need 
               your help, I'm hopelessly lost.  What's 
               wrong with you? Somebody run over 
               your dog?

                           PETER
               No. I, uh... I was late and Dr. Connors 
               fired me.

                           HARRY
               Late again? What is it with you?
               Where d'you go all the time?

                           PETER
               Around.

                           HARRY
               For a completely responsible guy, 
               you're completely irresponsible.

     Osborn hangs up his phone.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 64
     12-14-02                                                    


                           OSBORN
               Peter Parker.

     He turns.  Norman Osborn is walking toward him, all smiles.

                           OSBORN (CONT'D)
               Maybe you can tell me who she is.

                           PETER
               Who?

                           OSBORN
               This mystery girl Harry's been dating.

                           HARRY
               Dad...

                           OSBORN
               I think he wants me to meet this one, 
               and believe me, it's the first time 
               that's hap--

                           HARRY
                    (sharply)
               Dad.

     Osborn stops, looks at Harry -- what? Peter looks at Harry 
     too, but Harry avoids his gaze.

                           PETER
               Sorry. Harry hasn't mentioned her.

                           HARRY
                    (to change the subject)
               Hey, Pete you're probably looking for 
               work now. Dad, maybe you can help him 
               find a job?

     Peter shakes his head, makes his way toward the kitchen.

                           PETER
               Oh, no. I appreciate it, but I'll be 
               fine. 

                           OSBORN
               It's no problem. I'll make some phone 
               calls. 

                           PETER
               No. I couldn't accept it. I like to 
               earn what I get. I can find work. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 65
     12-14-02                                                    


                           OSBORN
               I respect that.
                    (making his way over 
                    to Harry)
               You want to make it on your own steam.  
               That's great.
                    (to Harry)
               Interesting, isn't it, Peter is looking 
               for work. As in, actively seeking, as 
               opposed to strenuously avoiding.

                           HARRY
               What do you want from me? I'm trying 
               to keep my grades up.

     Peter notices a copy of the Daily Bugle on the kitchen  
     counter. He picks it up, looks at the front page. 

                           OSBORN
               What other skills do you have Parker?

     Peter looks up from the front page of the Daily Bugle, which 
     he's been studying intently.

                           PETER
               I'm thinking of something in 
               photography.

     He tosses the Bugle back on the counter, where we see the 
     front page. There's a crude sketch of Spider-Man's face, 
     under the headline:

                      WANTED: PHOTOGRAPHIC PROOF
                         Bugle Offers Reward!

     EXT. BANK -- NIGHT

     A 35MM camera is suspended in the cornice on the third floor 
     of a building. Peering in through the lens, we see a red 
     light flashing.

     THROUGH THE CAMERA LENS, the words "Auto Shutter" flash in 
     red in the lower right corner of the frame.

     We're looking through the viewfinder now, watching as THREE 
     BANK ROBBERS emerge from a bank, guns drawn, hostage in tow.

     A dark figure swings into view and does battle with the bank 
     robbers. The camera on the cornice suddenly FLASHES, and in 
     that flash-instance, we get our first good look at --

     THE AMAZING SPIDER-MAN, in his new, improved, extremely snazzy 
     costume. The image freezes, changes to --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 66
     12-14-02                                                    


     INT DAILY BUGLE - NEWSROOM -- DAY 

     -- the resultant still photograph. A hand flips past it, to 
     more pictures of Spider-Man, all good shots of swinging, 
     flying, web-shooting.  Robbie Robertson looks up, in the 
     newsroom of the Daily Bugle. 

                           ROBBIE
               They're good. Very good.  How'd you 
               get 'em? 

                           PETER
               If I tell you, you'll send your own 
               photographer. Am I hired?

                           ROBBIE
               It's not up to me. Mr. Jameson hires 
               all staff personally.

     They hear SHOUTS from the office across the hall. 

                           JAMESON
               IS THAT WHAT I SAID?! IS THAT WHAT I 
               ASKED?!  I SAID A PICTURE, EDDIE, NOT 
               AN INK BLOT! WHY THE HELL CAN'T
               ANYBODY BRING ME DECENT ART ON THAT 
               FREAK?!  GET THE HELL OUT OF HERE! 

                           ROBBIE
               He fires 'em that way, too.

     EDDIE BROCK, another young photographer, comes out of 
     Jameson's office. Brock is shabbily dressed. 

                           EDDIE
                    (Locks eyes with Peter))
               What're you looking at greenhorn?  

     Brock walks away. Jonah Jameson appears in the doorway, shouts 
     after him.

                           JAMESON
               AND BROCK! WOULD IT KILL YOU TO GET A 
               DECENT SUIT?!

     He turns, sees Peter, inexplicably continues in shouting 
     mode.

                           JAMESON (CONT'D)
               WHAT?!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 67
     12-14-02                                                    


     INT. JAMESON'S OFFICE -- DAY

     Jameson sits behind his desk, flipping through the 
     photographs. Peter is across from him, nervous, but Robbie 
     gives him a wink -- hang in there.

                           JAMESON
               They're crap.
                    (Flip)
               Crap.
                    (Flip)
               Crap. 
                    (flip)
               Megacrap I'll give you three hundred 
               for all of 'em.

                           PETER
               That seems a little low.

                           JAMESON
               Then take 'em somewhere else.

     Peter rises, starts to collect the photographs.

                           JAMESON (CONT'D)
               Sit down.  Alright... I'll give you 
               five hundred.  That's the standard 
               freelance fee.

     Jameson takes the photographs back and hands them to Robbie 
     muttering as he points to one in particular. 

                           JAMESON (CONT'D)
               Tear up page one, run that shot 
               instead.

     Peter does a double take -- page one?!

                           ROBBIE
               Headline?

                           JAMESON
               Spider-Man, Hero or Menace? Exclusive 
               Daiy Bugle photos!

                           PETER
               Menace? Sir, he was protecting that 
               bank from those-

                           JAMESON
               Tell you what, Atticus, you take the 
               pictures, I make up the headlines, 
               okay, that alright with you? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 68
     12-14-02                                                    


                           PETER
               Yes, sir. -- I would like a job, sir.

                           JAMESON
               No jobs!  Free lance. Best thing in 
               the world for a kid your age. Bring 
               me more shots of that newspaper selling 
               clown and I might take 'em off your 
               hands. Come on, get out of here, I 
               got deadlines. 

     MONTAGE

     EXT NONDESCRIPT BUILDING - NIGHT 

     We see a web. A camera flashes. 

     INT. BUGLE -- DAY (LATE AFTERNOON)

     Jameson, Robbie and Peter in Jameson's office. Robbie hands 
     Jameson a front page mock-up with a photo of Spider-Man in 
     action. The Headline reads:

                        NY CHEERS COSTUME HERO 

     Jameson frowns. Crosses out "CHEERS" writes in "FEARS,"  
     crosses out "HERO" writes in "COWARD." Holds up the paper.  
     Headline now reads:

                       NY FEARS COSTUME COWARD 

     Peter sees it. 

     INT JAMESON'S OFFICE -- DAY 

     Peter brings in an envelope, hands it to Jameson who opens 
     it.  More Spider-Man photos. 

     INT. BUGLE -- ANOTHER DAY

     Robbie hands Jameson another newspaper mock-up with a Spider- 
     Man photo on the front page and no headline. 

                           ROBBIE
               Headline?

                           JAMESON
                    (thinking)
               "Spider-Man: Super-Hero or Super- 
               Zero?"

     Peter reacts.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 69
     12-14-02                                                    


     INT. BUGLE -- ANOTHER DAY 

     Robbie, Peter, Jameson. A newspaper is lowered to his desk.

     Close shot - The headline shouts: 

                    "BIG APPLE FEARS SPIDER BITE!" 

     Pull back -- all.

                           PETER
               Why are you so hard on him?  He's on 
               the side of the law.

                           JAMESON
               He thinks he is the law. There's no 
               place in this society for vigilante 
               justice. Once one person takes the 
               law in his own hands, it's anarchy.  

                           PETER
                    (growing dissatisfaction of 
                    Spider-Man photos & headlines)
               Mr.  Jameson.  How about an assignment.  
               I'd like to shoot something other 
               than Spider-Man. 

                           JAMESON
               No, you just keep doing what you're 
               doing.

                           ROBBIE
               J.J., we need someone to cover the 
               World Unity Festival. Let's send Peter.

                           JAMESON
               World Unity Festival!  Another epic 
               display of OsCorp self-aggrandizement. 
               Fine, send him, but I never said you 
               have a jOb! Meat! I'll give you a box 
               of Christmas meat! Best I can do!  
               NOW GET ME MORE PICTURES!

     EXT OSCORP CORPORATE HEADQUARTERS -- DAY 

     A sprawling high-rise adorning the Manhattan skyline.

     INT. OSCORP BOARD ROOM -- DAY

     Norman Osborn sits at the head of a long table in the OsCorp 
     board room, concluding a meeting. The cat who ate the canary.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 70
     12-14-02                                                    


                           OSBORN
               In addition, we've secured three major 
               new government contracts and I'm 
               pleased to announce that as of today, 
               OsCorp Industries has surpassed Quest 
               Aerospace as the principal supplier 
               to the United States military.  In 
               short, ladies and gentlemen of the 
               board, costs are down, revenue is up, 
               and our stock has never been higher.

     Simultaneously, they all close the leather-bound folders 
     that were open in front of them. Balkan sits forward.

                           BALKAN
               That's wonderful news, Norman.
                    (clears his throat)
               In fact, it's the reason we're selling 
               the company.

                           OSBORN
               What?!

                           BALKAN
               It took us ALL by surprise, but Quest 
               Aerospace is recapitalizing in the 
               wake of the bombing...

                           OSBORN
               Fargas, what the hell's going on here?

     Fargas doesn't respond.

                           BALKAN
               Quest is expanding and they've made a 
               tender offer we can't ignore.

                           OSBORN
               Why wasn't I told about this?

                           BALKAN
               The last thing they want is a power 
               struggle with entrenched management... 

                           FARGAS
               They want you out, Norman. The deal 
               is off if you come with it. The board 
               expects your resignation in thirty 
               days.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 71
     12-14-02                                                    


                           OSBORN
               You... can't do this to me, I built 
               this company.
                    (to Fargas)
               Max... Please. 

     Norman quickly scans the faces of the hostile board members.
 
-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 72
     12-14-02                                                    


                           FARGAS
               The board is unanimous. I'm sorry.  
               We're announcing the sale right after 
               the World Unity Festival. 

                           BALKAN
               You're out, Norman. 

                           OSBORN
                    (Oh yeah?)
               Am I.  

     EXT. TIMES SQUARE -- DAY 

     An enormous, multi-colored globe stands over Times Square, 
     today the site of World Unity Festival, a festival of healing 
     and unification.

     ON THE STAGE 

     Macy Gray entertains the crowd with a soulful rendition of 
     "Why Didn't You Call Me." 

     IN THE STREET 

     Peter Parker works his way through the crowd taking pictures.  
     Through the lens he spots a YOUNG MAN reading the Daily Bugle.  
     Peter focuses on the headline which reads--

                   "Big Apple Dreads Spider Bite!"  

     Peter lowers his camera, shakes his head.

     He takes in the spectacle before him, continues working his 
     way through the crowd taking pictures.

     Giant balloons float in the air. Thousands are in attendance 
     here, the vibe is sweetness and light.

     A MOTHER buys her seven year old boy, BILLY, some cotton 
     candy. Five stories up, a balcony on one building has been 
     converted into 

     A REVIEWING STAND, 

     Buttressed by two Hercules statues, one at each corner, which 
     appear to be holding the reviewing stand aloft.

     All this under a large banner which reads "OSBORN INDUSTRIES 
     WELCOMES YOU TO THE 3RD ANNUAL World Unity Festival."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 73
     12-14-02                                                    


     NINE ANGRY MEN AND WOMEN, the OsCorp board of directors, sit 
     in a row in suits and ties, chatting up other DIGNITARIES. 
     Balkan and Fargas are smiling, but it's sorta gruesome.

     Harry is fixing a UNITY DAY pin to M.J. He stands back to 
     study her.

                           HARRY
               Perfect.  Except how come you didn't 
               wear the black dress? I wanted to 
               impress father. He loves black.

                           M.J.
               Maybe he'll be impressed, no matter 
               what?  You think I'm pretty.

                           HARRY
               Of course I do. You're beautiful.

     ANGLE ON PETER IN THE STREET,

     Peter raises his camera, squeezes off a few shots.

     THROUGH HIS LENS, Peter scans the balloons, the floating 
     streamers, comes to a Hercules statue. He tilts his camera 
     up the statue's torso, rising up, to the balcony's edge, up 
     past Harry and M.J., up further...

     He sees Harry put his arm around M.J., leans in for a kiss.  
     Time slows down, Harry's mouth approaches M.J.'s, the worst 
     is about to happen, but at the last second --

     -- M.J. turns, giving Harry cheek when he wanted lips.

     ON THE STREET,

     Peter whips the camera down, pumps a fist in the air.  Hope!  
     Harry, his cheek turned, is looking down at the street. He 
     sees Peter, who looks back up and sees Harry. They each see 
     each other seeing each other. Harry, caught in the act.

     ON THE REVIEWING STAND

     Harry averts his gaze from Peter, puts his ARM around M.J., 
     ushers her away.

     ON THE STREET

     Peter's expression suddenly changes, completely, his eyes 
     widen. We leap outside him as --

     HIS SPIDER-SENSE 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 74
     12-14-02                                                    


     goes off, slowing everything to a crawl.  Spidey P.O.V. races 
     all around him, searching the crowd for any sign of danger, 
     but finding nothing.

     BACK ON THE STREET,

     things return to normal speed. Peter looks around, puzzled.

     ON THE REVIEWING STAND, 

     Harry leads M.J. through the balcony crowd, spots Balkan and 
     Fargas, walks up to them.

                           HARRY (CONT'D)
               Have you seen my father? 

     The two board members share an uncomfortable look.  

                           FARGAS
               I'm not sure he'll be joining us.  

     Balkan and Fargas turn, hear something. So do the others 
     around them. It's a high-pitched WHINING sound. Harry and 
     M.J. look for the noise, make their way to the balcony edge. 

     ON THE STREET,

     Peter is really going crazy, certain there's a problem 
     somewhere, but not sure what it is. He looks up.

     IN THE SKY,

     Something darts in and out of the clouds, something small 
     and very, very fast.

     ON THE REVIEWING STAND, 

     Fargas is squinting up into the sky, at the source of the 
     whining.

                           FARGAS (CONT'D)
               What is that?

     Balkan joins him.

                           BALKAN
               Must be new this year.

     He raises a pair of binoculars.

                           BALKAN (CONT'D)
               What the devil!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 75
     12-14-02                                                    


                           FARGAS
               Is that our wing?

     IN MID-AIR, we're flying, a first-person shot. A deranged 
     CACKLE echoes over the whine of a jet-engine turbine. 

     ON THE STREET, 

     Whatever-it-is comes through for another pass, lower this 
     time.  But it passes so fast, zigzagging through the floats, 
     that we can't really get a handle on it.

     ON THE REVIEWING STAND, 

     Balkan and Fargas look troubled.  But the crowd APPLAUDS, 
     all smiles.  They like this bit.  

     IN MID-AIR, 

     Whatever-it-is curls up into the sky, banks and hovers, 
     turning right toward the reviewing stand.

     From behind it, we see that it's a figure atop a flying thing, 
     and the figure reaches down to his belt and detaches some 
     kind of device, the size of a softball, with vertical bulges  
     like those on a pumpkin. As he raises the device, we get our 
     first look at...

     THE GREEN GOBLIN!

     He's clad in a form-fitting dark green suit densely layered 
     with complicated circuitry, a suit we have seen before, in 
     the OsCorp lab.  Over his face he wears a grotesque, green 
     demonic mask, and he has both legs astride a small flat flying 
     wing big enough for one -- also the one we saw in the lab. 

     The Goblin CACKLES, a hideous laugh that echoes over the 
     street.  

     ON THE STAGE 

     Macy Gray, her background singers and dancers stop performing, 
     look around.  Weren't informed regarding this part of the 
     "show."

     And the crowd CHEERS!  They love this guy!  

     The Goblin twitches and the Glider responds immediately, 
     banking and plummeting --

     -- straight down toward the reviewing stand.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 76
     12-14-02                                                    


     The Goblin detonates the device he holds (a pumpkin bomb) 
     and hurls it toward one of the Hercules statues.

     KA-BOOM!  Hercules crumbles. The reviewing stand begins to 
     collapse, lurches lower, sways, V.I.P.s topple, M.J. is thrown 
     forward, Harry backwards. 

     Debris showers the pavement below, nearly crushing terrorized 
     CITIZENS.

     ON THE STAGE

     Ms. Gray's security guards rush in, cover her, escort her to 
     safety.

     ON THE STREET, Peter elbows his way through the crowd and 
     takes off toward the mouth of an alley.

     ON THE REVIEWING STAND, 

     There is a shudder, a CRACK and the entire stand drops a few 
     feet.  M.J. is splayed precariously on the dangling balcony 
     balustrades.  

     Harry gets to his feet, goes to her. But his weight causes 
     the balcony to shift. 

     Hercules CRACKS yet again.  M.J. is tossed further to the 
     outer edge of the balcony. 

     THE GREEN GOBLIN 

     soars upward.  Takes another pumpkin bomb from his pouch and 
     hurls it.

     ON THE REVIEWING STAND, 

     The bomb lands with a THUNK, bounces to a stop right in front -
     of the members of the OsCorp board. The bomb whirs a few 
     feet into the air and then--

     ZAP-FLASH!  

     It explodes in a brilliant orange, so bright and searing it 
     irradiates half a dozen members of the board, turning them 
     into X-ray images 

     SCREAMS everywhere. They don't love this guy anymore!  

     The blast's concussion causes the balcony to separate yet 
     again. Now M.J. is really in trouble. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 77
     12-14-02                                                    


     Harry crawls over to her... blinking to get the spots from 
     his eyes, he reaches out his hand.

     M.J. reaches out her hand to him, when --

     THE GREEN GOBLIN

     rises up behind her, on his Glider. Malefic grin. M.J. turns 
     to him, SHRIEKS.

     The Goblin lets out a blood-curdling CACKLE, revels in the 
     mayhem unfolding, but cuts it short, hesitates, something.  
     He turns and

     THE AMAZING SPIDER-MAN!

     swings down from above and (POW!) smacks right into the 
     Goblin, knocking the villain clean off his Glider.

     The Goblin plummets, from six stories up, except that he 
     lands on one of the passing floats, bounces off it, makes a 
     nifty mid-air twist--

     And crashes feet first into a large tent below, which breaks 
     his fall.

     IN MID-AIR

     the Glider comes sailing down after the Goblin, as with a 
     homing device.  It SMASHES through the globe replica, which 
     is knocked off its perch, and comes out the other side, 
     heading for the Goblin.

     SPIDER-MAN

     clings to the side of the building, overlooking the chaos.  
     His eyes zip over to--

     THE REVIEWING STAND,

     where M.J. is in big trouble.  But then there are SCREAMS, 
     and his eyes zip over the other way, to where the globe 
     replica has begun to roll--

     ON THE STREET

     -- crushing everything in its wake.  And headed straight for 
     Little Billy, who stares in frozen shock as it heads right 
     for him.  His Mother SCREAMS.

     ON THE BUILDING

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 78
     12-14-02                                                    


     Spider-Man fires a web at a billboard high atop a nearby 
     building.

     AND SWINGS 

     In a huge arc. Straight for Billy.  He sweeps the child up, 
     just as the globe rolls past, stamping out parking meters 
     like matchsticks.

     THE GREEN GOBLIN

     Is on the ground, stuck in the tangle of the collapsed tent 
     and surrounded by COPS, whose guns are raised.

                           GREEN GOBLIN
               I surrender! I surrender! Media 
               vio1ence made me do it!

     The Cops hesitate, and in that moment the Goblin leaps, 
     inhumanly, into the thick of them They go after him, piling 
     on, in a blizzard of flashing nightsticks.

     NEARBY,

     Spider-Man swings to the ground, depositing Billy in the 
     arms of his Mother.  He looks over, to where the Cops have 
     blanketed the Goblin, fists flying.

     But with a shocking burst of strength, the Goblin hurls the 
     Cops off him, and they go flying in all directions.

     Spider-Man makes a leaping run, he hand-springs, somersaults, 
     vaults himself in the air, and lands on his feet in front of 
     the Goblin.

                           GREEN GOBLIN (CONT'D)
               How dare you interfere with me! What 
               do you want?!

                           SPIDER-MAN
               World peace. But I'll settle for your 
               chin.

     And he sends a FIST into the Goblin's chin.

     The Goblin flies across the street, crashing into a brick 
     wall. Spider-Man comes at him again, with another haymaker --

     -- which the Goblin catches in one gloved hand. Stopping it.

                           GREEN GOBLIN
               See what I did there?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 79
     12-14-02                                                    


     And now it's his turn to throw a massive punch.

     Spider-Man goes ass over elbows, smashing through an ice 
     cream cart and into a lamppost.

     The Goblin touches something on his wrist and a moment later 
     his Glider comes whizzing down, right behind Spider-Man, who 
     leaps up and over it at the last second.

     The Goblin jumps on the Glider, CLICKS his boots into the  
     wings, and he's off, into sky.

     IN MID-AIR,

     the Goblin banks left, turns back.  He hits a button and 
     small machine guns appear from the Glider's tips.

     ON THE REVIEWING STAND,

     Harry reaches for M.J. but she's out of reach, still trapped 
     on the reviewing stand. She tries to climb to safety as it  
     sways, CRACKS like ice in springtime. Rivets POP.

     IN MID-AIR,

     the Goblin FIRES at Spider-Man, raking the ground around him 
     with bullets.

     Spider-Man fires a web up to an enormous Rasta Man float. 
     And he swings up, out of the gunfire's path, up and over the 
     top of the float as the Goblin disappears into the sky.

     SPIDER-MAN'S P.O.V.

     we see M.J. on the crumbling balcony, imperiled. A procession 
     of floats hover between her and Spidey.

     So Spider-Man leaps. A super jump, a tuck and roll, and he 
     leap frogs from float to float, one, two, three.  He makes 
     his final leap for the balcony when-- 

     IN MID-AIR,

     The Goblin zooms in behind Spider-Man, wraps him in a bear 
     hug and drives him into the building above the balcony. Glass 
     and debris rain down.  

     ON THE BALCONY 

     Harry is struck in the head by a chunk of debris.  His knees 
     buckle and he crashes to the floor, unconscious.  

     IN MID-AIR  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 80
     12-14-02                                                    


     The combatants trade blows. The Goblin rears back, delivers 
     a crushing elbow to Spidey's jaw, sending him plummeting 
     toward the balcony. 

     ON THE BALCONY

     Spider-Man, glass and chunks of the building come crashing 
     down near M.J. causing her to roll out, to the very edge.  
     She is saved by the balustrades, which break her fall. M.J. 
     watches as debris crumbles, falls five stories.  Spider-Man 
     is just about to move toward M.J. when the Goblin appears, 
     rising up out of nowhere, HOVERNG right over them.

     He whirls toward Spider-Man.  A weapon HUMS up out of the 
     Glider, points at Spider-Man.

     Spidey shoots a web, it SPLATS over the Goblin's face, 
     obscuring his vision. A laser beam BLASTS into the wal1. 
     next to Spidey.

     Spider-Man reaches up into the Glider and pulls out a handful 
     of wiring from underneath the wing.

     The Goblin takes off, clawing the webbing out of his face, 
     the Glider smoking and sputtering. Safe!

     No, not safe! The building ledge finally crumbles and she 
     falls, SCREAMING!

     IN MID-AIR, 

     Spider-Man dives down after her, straight down, trailing a 
     web behind him. He catches M.J. just short of the street, 
     the web pulls taut, and they bounce back up just before 
     hitting the pavement, like at the end of a bungee jump.

     They sail back up into the air, just as the balcony finally 
     collapses behind them.

     EXT COLLAPSING BALCONY 

     Harry wakes.  He's at the edge of the balcony and just then 
     he sees Spider-Man swinging away with M.J. 

     EXT. STREET DAY

     They SWOOSH by overhead. A CABBIE exits his cab, points, 
     watches the duo swing away. 

                           CABBIE
               What the hell's that? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 81
     12-14-02                                                    


                           CABBIE (ALT) (CONT'D)                      *
               Look, it's Superman. 

     IN MID-AIR,

     Spidey and M.J. swing through the spectacular canyon of 
     skyscrapers, she works up the nerve to ask him:

                           M.J.
               Who are you?

                           SPIDER-MAN
               You know.

                           M.J.
               I do?

                           SPIDER-MAN
               Your friendly neighborhood Spider-
               Man.

     EXT. ATOP ROCKEFELLER CENTER - THE GARDENS

     Spider-Man lands gracefully, deposits her gently on the grass, 
     where two YOUNG LOVERS are making out on a bench.

                           SPIDER-MAN
               Don't mind us. She needs to use the 
               elevator?

     Jaws drop. Spider-Man turns and leaps off the edge of the 
     building, throwing in a double somersault before shooting 
     out a web.  Breathless, M.J. watches him swing away into the 
     city. 

                           M.J.
               Spider-Man...

     EXT HARRY'S APARTMENT -- NIGHT 

     A tenant walks out, hails a cab. 

     INT HARRY'S APARTKMENT - NIGHT 

     The door opens. Harry enters with cell in hand. He's in a 
     panic. Peter at window drinking a glass of milk. 

                           HARRY
               Pick up! Pick up!  If somehow you get 
               this, call me right away. 
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 82
     12-14-02                                                    


                           HARRY (CONT'D)
                    (hangs up, sees Peter - 
                    he's manic)
               Pete!  Oh, man, I'm glad you're here.  
               Any word? Has she called?  

                           PETER
               Not yet. She will. 

                           HARRY
               She will?  How do you know, you don't 
               know that.  

                           PETER
               Feeling I have. You okay?  How's your 
               head?  

                           HARRY
               They patched it up, it's nothing. 
               Where did he take her? What would he 
               do to her?  Thank God my father wasn't 
               there. That whole scene, where'd that 
               thing come from? What was it? 
                    (re Peter's glass)
               What is that? Milk?

                           PETER
               Uh huh, got milk.

                           HARRY
               Why aren't you worried?  

                           PETER
                    (Remembering)
               Oh. Right. I am worried.  

                           HARRY
               I've put it together. Spider-Man knows 
               she's my girlfriend. He'll want a 
               ransom from my father.  

                           PETER
                    (cocks his head)
               Really? What could he get?  

     The PHONE RINGS. Harry picks it up.

                           HARRY
               Hello?  

                           M.J. (V.O.)
                    (in a state of bliss)
               Hi ya.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 83
     12-14-02                                                    


                           HARRY
               Oh, thank God!  
                    (To Peter)
               It's her.
                    (to phone)
               Where are you?  Are you alright? Did 
               he hurt you?  

                           M.J. (V.O.)
               Ohh, noo.  He was incredible.  

                           HARRY
               He was what?  What do you mean he was 
               incredible?  

     Peter reacts.  Smiles. 

                           M.J. (V.O.)
               Oh, I don't know. You know.  

                           HARRY
               Are you sure you're alright? Are you 
               drugged?  Where did he take you?

                           M.J. (V.O.)
               To a beautiful roof garden. 

                           HARRY
               To a roof garden?

                           M.J. (V.O.)
               Have you ever been there? You should 
               go.

                           HARRY
               No, I've never been there, listen, 
               I'm coming over.

                           M.J. (V.O.)
               Why?

                           HARRY
               Because you need to tell me everything, 
               that's why. And what did you mean by 
               incredible?

                           M.J. (V.O.)
               I'm going to sleep now.

                           HARRY
               Well, then, call me in the morning. 
               Are you sure you're feeling all right?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 84
     12-14-02                                                    


                           M.J. (V.O.)
                    (still blissed)
               Incredible.

                           HARRY
               STOP SAYING THAT!  Call me when you 
               wake up, we'll go for breakfast and 
               I'll buy you something beautiful...

                           M.J. (V.O.)
               Why?

                           HARRY
               Because I want to, it'll make you 
               feel better. 

                           M.J. (V.O.)
               G'night. 

                           HARRY
               Alright, g'night, get some sleep, Uh, 
               sleep tight, don't let the--

     She hangs up. One of those sloppy hang ups, a good three 
     seconds for the receiver to set down.

                           HARRY (CONT'D)
               She's still a little rattled.

     Peter tips his glass of milk back, head back, finishes it to 
     the last drop. Milk on his lip.  

                           PETER
               At least she's alright.

                           HARRY
               Look... about M.J. I know that was a 
               picture you didn't want to take.

                           PETER
               I didn't take it.

                           HARRY
               I know I should've told you about us, 
               but you have to understand, I'm crazy 
               about her.

                           PETER
               We're friends. You didn't have to 
               lie.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 85
     12-14-02                                                    


                           HARRY
               I always knew you wanted her for 
               yourself, but you never made a move.

                           PETER
               I guess I didn't.

                           HARRY
               Look, I'm going to get some sleep.  
               How about you?

                           PETER
               I think I'll look out at the skyline.  
               I'd like to pray for those people who 
               died. 

                           HARRY
               What was that thing that killed them?
               It happened so fast.

                           PETER
               I don't know. But somebody has to 
               stop it.

                           HARRY
               Right. Well... I'll pray in the  
               bedroom.

     He hesitates, then moves into another room. Peter moves to 
     the window and looks out at the night sky, the skyline. The 
     terror that lurks.

     THE DAILY BUGLE 

     Has a front page picture of Spider-Man and the Green Goblin, 
     doing battle atop the Goblin Glider, next to the headline:

                             TIMES SCARE! 
               Spider-Man, Green Goblin Terrorize City!

     We tilt up from the paper to see --

     INT OSBORN'S APARTMENT - ENTRY HALL -- DAY 

     -- Norman Osborn, who's been staring at the front page, 
     standinq in the still-open doorway of his apartment.

     He's dressed in rumpled clothes from last night, he must 
     have slept in them.  He's disheveled, bags under his eyes, 
     looks like hell.

     And there's this headline.  He looks back down at it, 
     uncomprehending, searching for meaning.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 86
     12-14-02                                                    


     ON THE FRONT PAGE, 

     We zip down to a box at the bottom of the page, where there's 
     another, less prominent headline:

                     OsCorp Board Members Killed 

     IN THE APARTMENT,

     Osborn rubs his head, trying to make sense of it.  He's 
     starting to sweat.  He SLAMS the door --

     INT ENTRY HALL -- DAY

     -- and staggers away, across the entry hall. Somewhere, far 
     in the distance, he hears a faint CACKLE.

     He stops, looks around. Where the hello did that come from? 
     Frightened now, he lurches across the foyer and up the stairs.

     INT. NORMAN'S STUDY (MASK ROOM) -- DAY

     Osborn enters his study, paper in hand. 

                           OSBORN
               Somebody there?
                    (looks around room, 
                    to balcony, silence)
               Of course not.

     He moves to a small table, whisky decanters.  Hands shaking, 
     pours a shot, raises it to his mouth. 

                           GREEN GOBLIN
               Stop pretending, Norman...

     Be turns around, looks up sharply, the wobbling glass still 
     in his hand, his face dripping, terrified. The VOICE -- 
     mirthful, other-worldly, we've heard before, it's The Goblin.  
     Osborn stumbles to the middle of the room.  

                           OSBORN
               WHO SAID THAT?

                           GREEN GOBLIN
                    (His demonic monotone)
               Don't play the innocent with me.  
               You've known all along. 

                           OSBORN
               WHO ARE YOU? 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 87
     12-14-02                                                    


                           GREEN GOBLIN
               Follow the cold shiver that's running 
               down your spine. Look, I'm right  
               here.

     Norman turns to the mirror.  

                           OSBORN
               I don't understand.

                           GREEN GOBLIN
               Did you think it was coincidence? So 
               many good things... all happening for 
               you... all for you, Norman.

                           OSBORN
               What do you want?!

                           GREEN GOBLIN (O.S.)
               To say what you won't... to do what 
               you can't--
                    (shows Osborn paper 
                    in mirror)
               --to remove those in your way.   

                           OSBORN
                    (holds paper, studies 
                    it)
               The board members! YOU killed them?!

                           GREEN GOBLIN (O.S.)
               WE killed them.. .

                           OSBORN
               Oh, God! My God!

                           GREEN GOBLIN (O.S.)
               Stop mewling... You sicken me... you 
               ooze weakness...

                           OSBORN
               I'm not a murderer, I'm a scientist, 
               a respectable businessman. The police.

     Norman scurries over to the phone, reaches for it-- 

     --but The Goblin beats him to it.

                           GREEN GOBLIN (O.S.)
                    (shrieking)
               HYPOCRITE! LIAR !

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 88
     12-14-02                                                    


     The Goblin rears back, heaves the phone toward the balcony.  
     Norman watches it fly through the air, sees The Goblin, now 
     standing on the balcony, duck as it zips past his head. The 
     Goblin stands there, looking down on Osborn.

                           GREEN GOBLIN (CONT'D)
               Now shut up and listen.  Try to 
               understand the beauty of all this.  YOU 
               are now in full control of OsCorp 
               Industries. Your greatest wish, granted 
               by me. Say thank you.

     Osborn thinks, takes everything in.

                           OSBORN
               Hmmm. And then what? 

                           GREEN GOBLIN (O.S.)
               We'll eliminate your rivals. OsCorp 
               will become the most powerful military 
               supplier in history. You'll have  
               limitless wealth. Presidents and Kings 
               will court your favor. So don't be 
               shy.  Take what you've always wanted.  
               Power.  The weak will serve you.  The 
               world will be yours and mine. Yes. 
               You and I, we can have a hell of a 
               time.

     Osborn lurches to his chair.  

                           OSBORN
               I suppose the damage has been done, 
               right?  

                           GOBLIN
               Yeah.  

                           OSBORN
               Can we do it alone? 

                           GREEN GOBLIN
               There's only one who could stop us.

                           OSBORN
                    (a better thought)
               Or... be our greatest ally.

                           GREEN GOBLIN
               Exactly!  We need to have a little 
               chat with you know who.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 89
     12-14-02                                                    


                           OSBORN
               But how do we find him?

     With that he snatches up the Bugle from the table top, looks 
     at the front page picture of Spider-Man and the Goblin.

     INT. JAMESON'S OFFICE -- LATE DAY

                           JAMESON
                    (Finishing the sentence)
               "The Green Goblin."

     Jonah Jameson is in his office, chewing a cigar and admiring 
     the front page of his newspaper. Peter Parker stands opposite. 
     (On the wall behind Jameson is a framed photograph of a 
     handsome astronaut.)

                           JAMESON (CONT'D)
               You like that?  Made it up myself.
               Ever since Spider-Man, they all gotta 
               have a name.  HOFFMAN! Call the patent 
               office and copyright the name Green 
               Goblin! I want a quarter every time 
               somebody says it!

                           PETER
               Spider-Man wasn't terrorizing the 
               city, he was trying to save it! It's 
               slander!

                           JAMESON
               I resent that!  Slander is spoken! In 
               print it's libel.

     He tosses his cigar over his shoulder, out the window behind 
     him.

                           PETER
               You don't trust anybody, that's your 
               problem, Mr. Jameson.

     Peter walks out of his office. Jameson yells after him.

                           JAMESON
               I trust my barber! What are you, his 
               lawyer?  Let him sue me and get rich 
               like a norma1 person! That's what 
               makes this country-

     His cigar flies back through the window and lands on his 
     desk. Jameson looks at it, puzzled, turns around --

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 90
     12-14-02                                                    


     -- and THE GREEN GOBLIN SMASHES through the window frame.  
     He grabs Jameson by the throat with one hand and scoops him 
     up off his feet, his glider hovering over the floor of the 
     office.

     INT NEWSPAPER OFFICE OUTSIDE JAMESON'S OFFICE -- LATE DAY 

     Peter's eyes pop wide as he looks into Jameson's office.  
     Secretaries, reporters and other Bugle employees scurry about 
     to escape the mayhem. Peter quickly ducks into the hallway.

     INT JAMESON'S OFFICE -- LATE DAY 

     The Goblin's grip remains firm on Jameson's throat.

                           GREEN GOBLIN
               Who's the photographer who takes the 
               pictures of Spider-Man?! I need to 
               talk to him about his favorite subject. 
               Where is he?

                           JAMESON
               He's a free-lancer, I don't know who 
               he is!  His stuff comes in the mail.

                           GREEN GOBLIN
               You're lying.

                           JAMESON
                    (choking)
               I swear!

                           GREEN GOBLIN
               This is your last chance!

                           JAMESON
               Please... air... stop...

                           SPIDER-MAN (O.S.)
               Hey.

     The Goblin whirls. Spider-Man hangs upside-down in the window.

                           SPIDER-MAN (CONT'D)
               I wear the tights in this town.

                           GREEN GOBLIN
               Speak of the devil.

     He lets go of Jameson, who drops to the floor in a heap, 
     gasping for air.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 91
     12-14-02                                                    


                           JAMESON
               I knew it! You and Spider-Man are in
               this together! I knew that creep was-

     A bunch of webbing SPLATS across Jameson's mouth, shutting 
     him up.

                           SPIDER-MAN
               Hey Kiddo, let Mom and Dad talk for a 
               minute, will you?

     The Goblin points his glove at Spider-Man and sprays gas 
     directly from it, into Spidey's face. Everything goes black.

     EXT. DAILY BUGLE -- LATE DAY 

     Spider-Man, unconscious, tumbles from what used to be 
     Jameson's window and plummets toward the ground below.

     Right before he meets his demise, The Green Goblin swoops 
     in, catches Spider-Man and zooms away. 

     EXT. MIDTOWN ROOFTOP -- NIGHT

     Spider-Man is regaining consciousness on the roof of a tall 
     building in midtown. The Goblin Glider nearby, the Goblin 
     standing next to it in the shadows. Spidey tries to move.

                           GREEN GOBLIN
               Relax.

     Spider-Man struqgles, drags himself to a sitting position, 
     against an abutment.  Feels like he weighs a thousand pounds.

                           GREEN GOBLIN (CONT' D) (CONT'D)
               My hallucinogen gas slowed your central 
               nervous system to a crawl, just for a 
               few minutes. Long enough for us to 
               have a talk. Don't worry, I didn't 
               remove your mask.  I'll respect your 
               privacy, for the moment anyway.  
               Because I respect you.

                           SPIDER-MAN
                    (fighting to be alert)
               Who are you?

                           GOBLIN
               A kindred spirit. A fellow traveler... 
               You've changed and now you want someone 
               to tell you what to do, who to be.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 92
     12-14-02                                                    


                           GOBLIN (CONT'D)
               And there is no one who could poss-
               ibly understand...
                    (leans in)
               ...except me.

     Spider-Man looks down, at his hand.  He can raise a few 
     fingers, but they're trembling.

                           GREEN GOBLIN
               They call us freaks. But we're not 
               less than human, we are more than 
               human.

                           SPIDER-MAN
               I'm not like you. You're a murderer.

                           GREEN GOBLIN
               Well... to each his own. I chose my 
               path. You chose the way of the hero.  
               And they found you amusing for a 
               while... the people of this city. But 
               the one thing they love more than a 
               hero is to see the hero fail, fall, 
               die trying. The truth is people don't 
               like heroes. Who wants an example you 
               can never live up to?  Take my word 
               for it... in spite of all you've done 
               for them, eventually they will hate 
               you. Read the headlines.

     In spite of himself, Spider-Man is listening.

                           GREEN GOBLIN (CONT'D)
               We are who we choose to be, but a day 
               will come when you must ask yourself, 
               did I choose wisely -- why am I risking 
               my life for ungrateful fools?

                           SPIDER-MAN
               Because it's right.

     The Goblin circles Spider-Man.

                           GREEN GOBLIN
               Right? Wrong?  Capital R, capital W?  
               You're young, aren't you?  You believe 
               in truth, beauty, professional athletes 
               as role models.  Well here's the real 
               truth.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 93
     12-14-02                                                    


                           GREEN GOBLIN (CONT'D)
               There are fourteen million people in 
               this city, and those teeming masses 
               exist for the sole purpose of lifting 
               a few exceptional people onto their 
               shoulders. You, me, we are exceptional. 
               I had problems, but I used my God 
               given powers and poof, those problems 
               vanished.

     Spider-Man stares.  He's thinking...

                           GREEN GOBLIN (CONT'D)
               Imagine what we could accomplish 
               together.  What we could create.
                    (loving this)
               OR... we could destroy, cause the 
               deaths of countless innocents in 
               selfish battle, again and again. And 
               again, until we both are dead.

     He summons his glider.  Hops aboard. Looks at Spider-man. 

                           GREEN GOBLIN (CONT'D)
               Think about it, hero.

     He cackles and shoots off into the night.

     EXT MANHATTAN -- DAY 

     The sun rises over the Manhattan skyline.  

     EXT STREET CORNER - DAY 

     A Daily Bugle truck motors up to a newspaper stand. A bundled 
     stack of papers tumbles to a stop at the feet of the newsstand 
     proprietor. Citizens gather around, fish out their money.

     The proprietor bends down, cuts the twine bundling the papers 
     revealing the headline--

               Spider-Man, Green Goblin Terrorize City!

     EXT. MIDTOWN BUILDING -- NIGHT

     Peter leans against the wall of a midtown television studio.  
     He's glum.  He's staring at a line of newspaper vending 
     machines across the sidewalk. Each displays the headline: 
     "Spider-Man, Time for a Bug-Free City!"

     Mary Jane Watson comes out the side door of a television 
     studio. As it slams behind her, a little too hard, she turns 
     and looks at it, notices the sign that says "ARTISTS ONLY."

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 94
     12-14-02                                                    


     She laughs bitterly to herself, starts walking away. Peter's 
     been waiting .

                           PETER
               Hey!

                           M.J.
                    (turns))
               Hey.

                           PETER
               How was the audition?

                           M.J.
               How'd you know?!

                           PETER
               The hotline. Your mom told my aunt 
               told me. We have no secrets from each 
               other.

                           M.J.
               So you just came by? 

                           PETER
               I was in the neighborhood.  I needed 
               to see a friendly face. Took two buses 
               and a cab to get in the neighborhood, 
               but...

                           M.J.
               They told me I need acting lessons. A 
               soap opera told me I need acting 
               lessons.

     A light rain starts to fall.

                           PETER
               I'll buy you a cheeseburger. Sky's 
               the limit, up to seven dollars and 
               eighty-four cents.

     She laughs. She smiles. But:

                           M.J.
               I'd like a cheeseburger, but I'm going 
               to dinner with Harry. Come with us. 

                           PETER
               No thanks.  
                    (a beat)
               So how's it going? I mean, with you 
               and, nevermind, none of my business.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 95
     12-14-02                                                    


                           M.J.
               It's not? Why so interested?

                           PETER
               I'm not, am I interested?

                           M.J.
               You're not?

                           PETER
               Well... why would I be?

                           M.J.
               I don't know. Why would you be?

                           PETER
               Y'know... just... I don't know.

     She smiles.

                           M.J.
               Sorry you won't come with us.

     It's raining harder.

                           M.J. (CONT'D)
               Gotta run.
                    (runs)

     Disappointed yet again, confused. Did she want him to confess 
     his love?

     But he's suddenly jostled by FOUR PUNKS, walking past him 
     from behind, bumping into him.

                           PETER
               'Scuse me.

     They ignore him, keep walking in M.J.'s direction.  Peter 
     turns, walks away. Then turns back, furrows his brow.

     EXT. DARK STREET -- NIGHT

     From high above, we see M.J. turn a corner onto a dark street.

     The Four Punks catch up, surround her. They stop to admire  
     her, heckle her, she says something to them... Now they're 
     pissed. And Punk #1 goes for her purse.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 96
     12-14-02                                                    


     DOWN ON THE STREET,

     M.J.'s no pushover, she's mixing it up with them. She shin- 
     kicks Punk #1, elbow-jabs Punk #2, punches Punk #3 and maces 
     Punk #4 with the canister that dangles from her keychain.

                           M.J.
               What are you guys, from out of town 
               or something?

     Now they're really pissed. And bigger. And there's four of  
     them. M.J. is shoved into a wall, and Punk #1 SNICKS a knife. 
     It looks bleak.

     Suddenly, THNIP-WRAP! all four Punks are slammed together as 
     if lassoed, and they go flying up, out of frame.

     M.J. stands, slack-jawed, staring in wonder at something we 
     can't see. Then, suddenly, she leaps out of the way as --

     -- Punk #1 comes flying back and SMASHES through a window 
     next to where she was standing. Punk #2 SMACKS up against a 
     brick wall, Punk #3 flies through another window and Punk #4 
     goes barreling into a trash can. They lie about on the ground, 
     either unconscious or with the good sense to fake it.

     M.J. walks forward, staggered, and as we come around behind 
     her, we see what she sees.

     Spider-Man stands in the shadows, breathing hard after his 
     exertions. She looks at him, can't make him out in the inky 
     darkness. But we get closer to him -- and he's not wearing 
     his mask! Didn't have time to put it on.

     Peter fumbles for it, pulls it from his waistband. But 
     hesitates, knowing she can't see him fully.

                           PETER
               You have a knack for getting in 
               trouble.

                           M.J.
               You have a knack for saving my ass. I 
               think I have a superhero stalker.

     She walks closer.  He retreats, further into the shadows, 
     still no mask.

                           PETER
               I was in the neighborhood.

     She stops, squints at him. She's heard that before, and 
     recently. Does she suspect?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 97
     12-14-02                                                    


                           M.J.
               You are amazing...

     She's almost to him now -- so Peter pulls the mask on.

                           SPIDER-MAN
               Some people don't think so.  

                           M.J.
               But you are.

                           SPIDER-MAN
               Thank you.

     He leaps up, onto the wall above her, clinging there upside- 
     down. She steps up underneath him.  He's right at lip height.

                           M.J.
               Do I get to say thank you this time?

     She puts her hands on his mask and starts to lift it. Spider-
     Man is paralyzed, can't stop her.

                           SPIDER-MAN
               Wait...

     But she doesn't lift it all the way up. Just so his mouth is 
     exposed. And she kisses him. That is, she kisses him, rain 
     streaming down both their faces and over their parted lips. 
     She pulls back. Touches his lips with her fingertips.

                           M.J.
               That's so you'll remember where your 
               mouth is...

     She replaces the mask, tenderly. Spider-Man hesitates, then 
     scampers up the wall and out of sight. She watches him go, 
     eyes shining.

                           M.J. (CONT'D)
               Yowza.

     EXT. CITY SCAPE -- DAY 

     "YOWZA" is heard again. But it's being DISTORTED into the 
     SOUNDS of the sirens of fire trucks and police cars and  
     ambulances. 

     EXT CITY -- DAY 

     Spider-Man swings through a city corridor.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 98
     12-14-02                                                    


                           SPIDER-MAN
               Help is on the way! Yowza! Yowza!  

     CAMERA COUNTERS Spider-Man as he swings past lens, and he 
     heads towards a burning apartment house surrounded by fire 
     trucks, police cars, ambulances. A crowd is there, including 
     some people who have been rescued. 

     EXT APARTMENT BUILDING -- DAY 

     FEATURE a MOTHER, her two young sons holding on to her skirt, 
     as she, against her will, is being forced out of the building 
     by two FIREMEN. She fights to get back in:

                           MOTHER
               Let me go, my baby's in there, somebody 
               save my baby, let me go!

                           FIREMAN
               It's too late, lady, the roof's ready 
               to collapse.

     The woman continues to struggle and scream. 

     ANOTHER FIREMAN reacts to something above. 

                           FIREMAN # 2
               Hey! Up there! Look!  It's him!

     Above the crowd we SEE Spider-Man swinging his way to the 
     burning building.  He disappears inside. We BOOM DOWN to--

                           FIREMAN
               What's he doing?

                           FIREMAN # 2
               He's crazy, he hasn't a chance. 

                           MOTHER
               Save my baby, please, please! 

     They wait. The building continues to burn. There is a loud 
     crashing noise as the roof starts to collapse.

                           MOTHER (CONT'D)
               NOOOOOOOOO!!!!! 

     THROUGH A SMOKY, FIRE-ENCASED WINDOW, Spider-Man swings out, 
     cradling a web-encased parcel. Behind him, a tremendous 
     fireball.  He descends towards CAMERA. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                  p. 99
     12-14-02                                                    


                           VOICES
               He's alive!  He's got the kid! I don't 
               believe it!

     The crowd applauds. Spider-Man drops into view landing at 
     the feet of the mother and her two boys.  He still holds 
     that parcel.

                           SPIDER-MAN
                    (Extends baby)
               Here's your baby.

                           MOTHER
                    (Takes it)
               Oh, God Bless you, Spider-Man. Bless 
               you, bless you.

                           SPIDER-MAN
                    (to the boys)
               You children be good. Stop playing
               with matches. Don't start something 
               you can't put out.

                           COP (O.S.)
               Don't let him get away! 

     A COP bursts through the crowd, draws his gun, levels it on 
     Spider-Man.

                           COP (CONT'D)
               Hold it right there.  You're wanted 
               in connection-- 

                           OLD WOMAN (O.S.)
               Hellllpppp!!  Hellllpppp!!  

     Behind the COP, a YOUNG MAN raises a finger toward the 
     building.

                           YOUNG MAN
               Look!  There's somebody else! 

     The crowd turns, sees an OLD WOMAN barely visible through a 
     window dancing with fire. 

     The COP looks at Spider-Man, Spider-Man to the COP.

                           COP
               I'll be here when you get back. 

     The COP lowers his revolver.  Spider-Man leaps away.

     EXT NEARBY SMOKY ROOM -- DAY 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 100
     12-14-02                                                    


     Spider-Man flips through a window, lands, scans the smoky -
     room, fire leaping about.  He sees what appears to be an OLD 
     WOMAN, draped in a shawl, huddled in the corner.

                           SPIDER-MAN
               Everything's going to be okay ma'am.

                           OLD WOMAN
               Oh. Thank you sonny. You're my hero. 

     SUDDENLY WE HEAR:

     The CACKLE! 

                           GREEN GOBLIN (O.S.)
               What's wrong with lighting up now and 
               then?
                    (another CACKLE)

     The "OLD WOMAN" lets the shawl fall to the ground, turns.

                           SPIDER-MAN
                    (Sees Goblin through 
                    licking flame)
               Goblin!

                           GREEN GOBLIN
                    (moving closer)
               I thought you might be in the 
               neighborhood.

                           SPIDER-MAN
               YOU? You started this fire.

                           GREEN GOBLIN
               You know what they say: When you want 
               to meet a hero, start a fire.
                    (then super serious)
               What about my offer? Are you in, or 
               Are you out?

                           SPIDER-MAN
               It's you who's out, Gobby.
                    (preparing to attack)
               Out, for good!!

                           GREEN GOBLIN
               Your final answer?

                           SPIDER-MAN
               My final answer.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 101
     12-14-02                                                    


                           GREEN GOBLIN
               Imbecile! You've crawled your last 
               wall.  

     He reaches to his belt, hurls a razor bat at Spider-Man who 
     deflects it with his left arm.  SNICK! 

                           SPIDER-MAN
                    (Pain)
               AHHH! 

     Spider-Man looks down at his arm. A deep gash oozes blood.

     He shoots a "web ball," about the size of a softball, into 
     The Goblin's face, sending him ass over elbows back into the 
     wall.

     The Goblin rises, determined, pissed, off, flicking gooey 
     web from his face. When his eyes clear, Spider-Man is gone.  
     A trail of blood leads out the window.  The Goblin's body 
     tenses, he howls with anger.

                           GREEN GOBLIN
               I don't forgive and I don't forget.  
               You can consider my offer withdrawn!  

     INT. HARRY'S APARTMENT -- DAY 

     A browning turkey is pulled out of the oven by a pot-holder.

     Aunt May forks the turkey to test it. M.J., in her black 
     dress and apron, helps. The signs of a full Thanksgiving 
     meal are on the counter all around them, and the dining room 
     table in Harry's apartment is set for five.

     Harry is fastidiously checking the table, plumping pillows, 
     straightening chairs. The doorbell RINGS. 

                           HARRY
               Okay... he's here.  

     Mary Jane comes out of the kitchen, takes off apron.  

                           HARRY (CONT'D)
               You look great.  

     Harry opens the door. Norman Osborn stands in the hallway in  
     a very nice suit, dabbing sweat off his forehead with a 
     handkerchief. He carries a small, ribboned pastry box. Mary 
     Jane comes out of the kitchen.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 102
     12-14-02                                                    


                           OSBORN
               Sorry I'm late.  Work was murder.  
               Here's a fruitcake.  Who's this young 
               lady?

                           HARRY
               M.J., I'd like you to meet my father, 
               Norman Osborn. Dad, I'd like you to 
               meet Mary Jane Watson. M.J.

     She flashes a radiant smile. Osborn steps closer, holding 
     out a hand but also, unmistakably, narrowing his eyes. 
     Studying her.

                           OSBORN
               How do you do?  I've been looking  
               forward to meeting you.

                           M.J.
                    (senses badness)
               Happy Thanksgiving, sir.

                           AUNT MAY
                    (moves in)
               Hello Norman.  We're so pleased you're 
               here.  Where's Peter?  He better have 
               remembered the cranberry sauce.

     Behind them, a red and blue costumed figure WHOOSHES past 
     the living room window, unnoticed, and lands --

     EXT. APARTMENT BUILDING -- DAY 

     -- on the side of the apartment building.  Spider-Man pivots 
     and crawls down a few floors, to his window, opens it.

     IN THE LIVING ROOM, 

     They hear the SMALL THUD, and all turn toward his room.

                           HARRY
               That's weird, I didn't know he was 
               here.

                           AUNT MAY
               Peter?

     INT PETER'S BEDROOM -- DAY 

     Peter crawls across the ceiling and drops onto the floor in  
     his bedroom. 

     IN THE LIVING ROOM, 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 103
     12-14-02                                                    


     They hear a BIG THUD. 

                           AUNT MAY (CONT'D)
               My goodness. 

     IN PETER'S BEDROOM, 

     He pulls off his mask and immediately tends to his injured, 
     bleeding arm. He whips around and looks at the door, wild- 
     eyed. He sees shapes moving through the frosted glass of his 
     bedroom door, hears Aunt May's voice calling to him.

     He still has his mask off, holding a bundle of street clothes.

     IN THE LIVING ROOM, 

     Aunt May is nearly to the door, Norman, Harry, and M.J. just 
     behind her. She turns the handle, opens it, and they see --

     IN PETER'S BEDROOM, 

     -- nothing. The room is empty.

                           HARRY
               Pete?

                           AUNT MAY
               But there's nobody here... 

     Osborn comes in and glances around the room. Kind of a mess, 
     clothes and books and science equipment scattered everywhere. 
     But no Peter.

     We look up. Peter, maskless, clings to the ceiling not three 
     feet over their heads. A big, fat drop of blood is oozing 
     from the cuts on his arm, right over Osborn's head.

                           OSBORN
               Bit of a slob, isn't he?

                           AUNT MAY
               All brilliant men are.

     Osborn smiles, loves that Aunt May, they turn to walk out --

     -- and the drop of blood falls. It hits the light-colored 
     carpet, right where he was standing. Osborn, the last in the 
     doorway, freezes, tilts his head at the sound. Good hearing, 
     man. Human Performance Enhancers will do that for you.

     The others leave, but Osborn turns and walks back to where 
     he was standing.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 104
     12-14-02                                                    


     On the ceiling, Spidey's eyes widen -- oh no. Osborn is 
     directly below him.

     Osborn bends down, studies the carpet. He sees the drop of 
     blood. Quickly, he looks up at the ceiling above him.

     There's nobody there.

     He turns, looks at the  window. He walks to it.

     FROM OUTSIDE THE WINDOW 

     Osborn leans outside and looks in both directions.  Camera 
     pulls back to reveal Spider-Man clinging to the underside of - 
     the ledge.

     Apparently satisfied, Osborn turns and goes back inside.

     INT. HARRY'S APARTMENT

     The front door to Harry's apartment opens again. Peter 
     attempts a casual entrance, now dressed in street clothes 
     and carrying a brown paper bag.

                           PETER
               Hey everyone.
                    (kisses Aunt May)
               Sorry I took so long, it's a jungle 
               out there. I had to hit an old lady 
               with a stick to get these cranberries.

                           AUNT MAY
               Oh, Peter. Come on everyone, let's 
               sit down and say a prayer.

     They all move for the table. Norman reaches for the jellied 
     cranberry log. Aunt May slaps his hand. 

                           AUNT MAY (CONT'D)
               ...and Norman...
                    (indicates turkey and 
                    carving knife)
               ...will you do the honors?

     Norman picks up the knife. Aunt May reacts to blood on Peter's 
     arm.

                           AUNT MAY (CONT'D)
               Peter, you're bleeding!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 105
     12-14-02                                                    


                           PETER
               Yeah, I stepped off a curb and got  
               clipped by one of those bike  
               messengers. 

                           AUNT MAY
               Let me see.

     She pushes his sleeves up, exposing the X-shaped slashes in 
     his forearm.

                           AUNT MAY (CONT'D)
               What in the name of heavenly glory?!

     Norman Osborn's eyes widen. He recognizes those slashes!

                           AUNT MAY (CONT' D)
               You've got to be more careful out 
               there! This city has a lunatic on 
               every corner.

     We move in on Norman, holding the carving knife, his eyes 
     focusing in like laser beams, staring at the distinctive 
     cuts on Peter's arms.

                           AUNT MAY
               Everyone sit down, I'll go and get 
               the First Aid kit.  And then we'll 
               say grace. This is the boys' first  
               Thanksgiving in this apartment and 
               we're going to do things properly.

                           OSBORN (TO PETER)
               How did you say that happened?

                           PETER
               ...Bike messenger.

     As Peter turns to Norman, his breathing sharpens, his eyes 
     widen and fill with fear, suddenly and inexplicably 

     HIS SPIDER-SENSE 

     kicks in like crazy. Everybody around him slows to a crawl, 
     and his P.O.V. pivots around the room, rapidly scanning every 
     nook and cranny for the source of the danger that must surely 
     be nearby. He flips from frozen face to frozen face -- Aunt 
     May, M.J., Norman, Harry -- all friends, right?

     BACK IN THE APARTMENT, Peter pops out of his Spider-Sense, 
     confused, drops of sweat on his forehead, to find Osborn 
     still staring at him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 106
     12-14-02                                                    


                           PETER (CONT'D)
                    (finishing)
               ...knocked me down.

                           OSBORN
               You'll have to excuse me, I'm afraid 
               I've got to go.

                           HARRY
               What?  Why?

                           OSBORN
               Something... has come to my attention.

                           HARRY
               Are you all right?

                           OSBORN
               Fine, I'm fine. Thank you.  Mrs. 
               Parker. Everyone.

                           AUNT MAY
               What happened?  

     He strides out of the apartment, throwing one last look back 
     at Peter Parker.

                           HARRY
               Dad!

     IN THE HALLWAY,

     Osborn leans against the wall in the hallway, eyes darting, 
     thinking a mile a minute. Harry comes out behind him, leaving 
     the door ajar.

                           HARRY
               What are you doing? I planned this 
               whole thing so you could meet M.J. 
               and you barely even looked at her!

                           OSBORN
               I've got to go.

     He turns, starts down the hall. Harry grabs him by the arm, 
     turns him around.

                           HARRY
               Bey, I like this girl, this is 
               important to me!

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 107
     12-14-02                                                    


                           OSBORN
               Harry, please. Look at her. You think 
               a woman like that's sniffing around 
               because she likes your personality? 

                           HARRY
               What are you saying, Dad? 

                           OSBORN
               Your mother was beautiful, too.  
               They're all beautiful, till they're 
               snarling after your trust fund like 
               ravening wolves. 

                           HARRY
               Dad... This girl's not... 

                           OSBORN
                    (interrupts him)
               A word to the not-so-wise about your 
               little girlfriend.  Do what you need 
               to with her and broom her fast.

     Osborn leaves. 

                           HARRY
               What? 

     IN THE APARTMENT, 

     M.J. stands on this side of the door.  Listening.  Everyone 
     else is in the living room or kitchen. They can all hear.  
     M.J. turns away and grabs her coat. Harry comes back in.  
     M.J. storms past him.

                           HARRY
               Where are you going?

                           M.J.
               Thanks for sticking up for me, Harry.

                           HARRY
               You heard?

                           M.J.
               Everyone could hear that creep. 

                           HARRY
                    (suddenly angry)
               That "creep" is my father! Alright?!
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 108
     12-14-02                                                    


                           HARRY (CONT'D)
               If I'm lucky, I've got the brains and 
               the guts to become half of what he 
               is, so you keep your goddamn mouth 
               shut about things you don't understand.

                           AUNT MAY
               Harry Osborn!

                           M.J.
               You're acting like somebody's father --
               mine!
                    (as she goes)
               I'm sorry, Aunt May. 

     She storms out of the apartment, SLAMMING the door behind 
     her.

                           PETER
               Harry, go after her!

                           HARRY
               I don't think so.

                           PETER
               Harry, come on!

                           HARRY
               No. I can't.
                    (to Aunt May)
               Welcome to an Osborn Thanksgiving.

     He storms into his bedroom and SLAMS the door.

                           PETER
               Sorry, Aunt May. It looked great.

     He jumps up, gives her a kiss, and hurries out of the 
     apartment. Aunt May, shocked at all the discord, sits at the 
     table alone.

                           AUNT MAY
               We didn't even get to say grace.

     EXT. STREET -- DAY 

     Peter hurries out of the building. Looks for M.J., sees her 
     sitting on a nearby step. She's crying. The chauffeur-driven 
     Bentley drives past. M.J. gives it the finger.

     Peter stands by her. She looks up at him, mascara dripping. 
     She needs a hanky.  He has one.  Holds it out to her.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 109
     12-14-02                                                    


                           PETER
               Take it.

     She hesitates, takes it.

                           PETER (CONT'D)
               Keep it, it's yours. Got a million of 
               'em.  Aunt May, a dozen every 
               Christmas.

     She laughs through her tears. She blows her nose.  "Honnnk." 
     She laughs harder. Then starts to cry harder.  He sits next 
     to her.

                           PETER (CONT'D)
               That's okay. Good cry.

                           M.J.
               I'm sorry I acted like that, but I 
               couldn't stay there. Being treated 
               that way brings back bad stuff. I 
               hate being thought of as if I'm not 
               worth anything. 

                           PETER
               I understand.

                           M.J.
               I know you do. Your poor Aunt May. 
               But I can't go back in there.

                           PETER
               She'll be okay. She's tough.  I've 
               never seen Mr. Osborn act like that.  
               I've never seen either of them act 
               like that.
                    (a beat)
               But I know Harry really loves you.

                           M.J.
               Sometimes I wonder why I ever went 
               out with him in the first place. I 
               guess because he asked me.  Dumb, 
               black dress. 

                           PETER
               However, you do look extremely 
               beautiful in it. 

     She looks at him smiles at him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 110
     12-14-02                                                    


                           M.J.
               Thank you. You look very handsome 
               yourself tonight. 

     An opportunity.  He could kiss her now, but he doesn't make 
     a move.  He's more in love than ever. She puts her arm around -
     his shoulder. Looks off. No move. 

     CAMERA angles up to SEE HARRY at the window looking down.

     EXT. OSBORN'S APARTMENT -- NIGHT

     Norman Osborn's apartment building. Nighttime, drifting toward 
     it.  We hear a VOICE from inside. The Goblin.

                           GREEN GOBLIN (O.S.)
               This changes everything...

     INT. OSBORN STUDY -- NIGHT  

     We see Osborn, huddled on the floor, cowering in a pool of 
     light at the end of the hall.  He's got something in his 
     hand.

                           GREEN GOBLIN (O.S.)
               Spider-Man is all but invincible... 
               but Parker... Parker is flesh and 
               blood... We can destroy him...

                           OSBORN
               I can't!  I've been like a father to 
               that boy.  He the good son.

                           GREEN GOBLIN (O.S.)
               Which is exactly What he wanted! He 
               came to you, the greedy, open-mouthed, 
               scheming little orphan...

                           OSBORN
               He did...

                           GREEN GOBLIN
               Plucked your heartstrings like a 
               master... Connived his way into your 
               heart, leaving no room for Harry, 
               your TRUE son and heir...

     Closer to him now, we see what he's got in his hand. It's 
     the mask he has worn as the Green Goblin.  He's clutching it 
     in two hands, talking to it.

                           OSBORN
               It's true... oh God...

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 111
     12-14-02                                                    


                           GREEN GOBLIN (O.S.)
               And now, after everything you've done 
               for Peter Parker, after everything 
               you've taught him, THIS is how he 
               repays you?! 

                           OSBORN
               What have I done to Harry? What have 
               I done to my own son? 

                           GREEN GOBLIN (O.S.)
               Betrayal must not be countenanced.  
               Parker must be... educated.

                           OSBORN
               What do I do?

                           GREEN GOBLIN (O.S.)
               Instruct him in the matters of loss 
               and pain. .. Make him suffer, make 
               him wish he were dead. . .

                           OSBORN
               Yes!

                           GREEN GOBLIN (O.S.)
               And then grant his wish.

                           OSBORN
               But how?

                           GREEN GOBLIN (O.S.)
               The cunning warrior attacks neither 
               body nor mind...

     We drift down, to the mask, which doesn't speak, of course, 
     that's all in Norman's head. But we continue to hear his 
     thoughts as we drift into its ghastly yellow eyes --

                           OSBORN
               TELL ME HOW!

                           GREEN GOBLIN
               The heart, Osborn... first we attack 
               his heart.

     -- and the screen turns yellow. 

     EXT PARKER HOUSE -- NIGHT 

     The Parker house sits silent. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 112
     12-14-02                                                    


     INT. AUNT MAY'S BEDROOM -- NIGHT

     Aunt May is getting ready for bed dressed in flannel pajamas.  
     She moves to a photograph of Uncle Ben on the bedside table, 
     touches it affectionately. Aunt May kneels by the bed.  Her  
     knees CREAK, it's painful for her. She rests her elbows on  
     her bed, which is turned down for the night, folds her hands, 
     and closes her eyes in prayer.

                           AUNT MAY
               Our Father, who art in heaven, hallowed 
               be thy name.  Thy kingdom  come, thy 
               will be done, on earth as it is in 
               heaven.  Give us this day our daily 
               bread, and forgive us our trespasses 
               as we forgive those who trespass 
               against us.  Lead us not into -
               temptation, but...

     Suddenly the wall behind her EXPLODES, SHATTERED glass flying 
     in all directions.

     Aunt May spins around, horrified, and falls to the floor. 
     The Goblin hovers over her and the room slowly fills with 
     green vapor and the horrible BUZZ of the Glider's turbine 
     engine.

                           AUNT MAY (CONT'D)
               ... but... but... but...

     Aunt May pales as she stares into the Goblin's inhuman eyes.

                           GREEN GOBLIN
               FINISH IT!  FINISH IT! 

     Her hands clutch her chest, she GASPS:

                           AUNT MAY
               ...DELIVER US FROM EVIL!!

     Her body arches, tenses, then goes limp. Her eyes close. 

                           GREEN GOBLIN
               AMEN, SISTER!

     EXT. PARKER HOUSE -- NIGHT

     From across the street, the Green Goblin's horrible CACKLE 
     fills the neighborhood night.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 113
     12-14-02                                                    


     INT. HOSPITAL CORRIDOR NIGHT

     Peter races down a hospital corridor, frantic.  He reaches 
     the last room on the right, ducks inside, and sees --

     INT. HOSPITAL ROOM -- NIGHT 

     -- Aunt May, in a hospital bed, hooked up to a variety of 
     urgently BEEPING machines.  DOCTORS and NURSES swarm around 
     her, treating her. Peter rushes forward, to her bedside.

                           PETER
               Aunt May!

     She looks up at him, still conscious, but barely so. 

                           PETER (CONT'D)
               What happened?!  Is she going to be 
               okay?!

                           NURSE
               Sir, please!  Let the doctors work!

     The nurse leads Peter to the door. The doors start to close 
     when Peter hears -- 

                           AUNT MAY
               Those eyes... those horrible yellow 
               eyes!

     A Doctor hurriedly puts an oxygen mask over Aunt May's face.  
     The door shuts in Peter's face.

     INT HOSPITAL CORRIDOR -- NIGHT 

     Peter's own eyes widen as he realizes who she means.

                           PETER
               The Goblin. He knows... oh God, he 
               knows who I am...

     INT. HOSPITAL ROOM -- NIGHT

     The middle of the night. Peter sits a lonely vigil in Aunt 
     May's hospital room. He's brought a picture for her bedside, 
     a framed shot of May, Ben, and himself.

     He looks at the picture, at Uncle Ben.  Gone.  Back at Aunt 
     Hay.  Nearly killed, because of me.  He leans down, kisses 
     her forehead as he blinks back tears.

                           PETER
               I'm sorry.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 114
     12-14-02                                                    


     INT HOSPITAL HALLWAY -- DAY 

     M.J. carries a bouquet of flowers, checks room numbers as 
     she passes.  She comes across Aunt May's room, peeks in.  

     Peter sits in a chair next to Aunt May's bed, his head in 
     his hands.  Open text books and fast food sacks lie scattered 
     about.  Aunt May is asleep.  If it wasn't for the surroundings 
     and the circumstances, it would be a beautiful sight.  

     M.J. takes this in, moved. 

     INT. HOSPITAL ROOM -- DAY

     FAVOR PETER.  There's a soft TAPPING from the door behind 
     him.  He turns. It's M.J. He lights up. 

                           M.J.
               Can I come in?

     Peter nods. M.J. looks at Aunt May. She comes to Peter, still 
     holding the flowers, puts her arm around his neck, gives him 
     a hug. He closes his eyes, almost can't bear it.

                           M.J. (CONT'D)
                    (with arms around him)
               I'm so sorry. I just heard about it.

     She turns to the bed, moves closer to Aunt May. She lays the  
     flowers on the bedside table, gently touches Aunt May's  
     forehead. 

                           M.J. (CONT'D)
               Will she be okay? 

                           PETER
               We think so.  She finally woke up 
               this  morning.  For a while.  Thanks 
               for coming.

                           M.J.
               Who would do this to your Aunt May?  
               Why would anyone want to hurt her?  

     Peter doesn't answer.  

                           M.J. (CONT'D)
               I'm sorry, Peter, I know you've asked  
               yourself these questions. 

                           PETER
               It's okay, how about you? Are you, 
               alright about the other night?

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 115
     12-14-02                                                    


                           M.J.
               I'm sorry about that. Makes things 
               worse for everybody.

                           PETER
               You were fine. Have you talked to 
               Harry?

                           M.J.
               He called me. I haven't called him 
               back.

     She turns away from Peter, looks at sleeping Aunt May. She 
     takes the time to tuck in her bed sheet.

                           M.J. (CONT' D) (CONT'D)
                    (without facing Peter))
               The fact is, I'm in love with somebody 
               else.

                           PETER
               You are?

                           M.J.
               At least I think I am.
                    (turns to Peter)
               This isn't the time to talk about 
               this. 

                           PETER
               No, go on. Would I know his name? 
               This guy.

                           M.J.
               You'll think I'm a stupid little girl 
               with a crush.

                           PETER
               Trust me.

                           M.J.
               I'm like head over heels, it's 
               whacked...

                           PETER
               Who is he?

                           M.J.
               It's funny.  He saved my life twice, 
               and I've never seen his face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 116
     12-14-02                                                    


                           PETER
                    (pleased)
               Oh. Him.

                           M.J.
               You're laughing at me.

                           PETER
               No, I understand, he is extremely 
               cool.

                           M.J.
               But do you think it's true, the 
               terrible things they say about him?

                           PETER
               No way.  That isn't Spider-Man, not a 
               chance in the world.  I know him a 
               little bit.  I'm sort of his unofficial 
               photographer.

                           M.J.
               How do you always manage to find him?

                           PETER
               Wrong place, right time, I guess.

                           M.J.
               You ever talk to him?

                           PETER
               Sometimes.

                           M.J.
               Does he ever talk about me?

                           PETER
               Uh...yeah...once. Once he asked what 
               I thought of you.

                           M.J.
               What did you say?

                           PETER
                    (searching for the 
                    words)
               I said... I said, Spider-Man, I said 
               the great thing about M.J. is when... 
               when you look in her eyes and she's 
               looking back in yours and smiling, 
               well, everything feels... not quite 
               normal because you feel... stronger.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 117
     12-14-02                                                    


                           PETER (CONT'D)
               And weaker at the same time and you 
               feel excited and at the same time 
               terrified. The truth is, Spidey, I 
               call him Spidey sometimes, the truth 
               is you don't know what you feel, except 
               you know the kind of man you want to 
               be and what it is, is, it's as if 
               when you're with her, it's as if you've 
               reached...the unreachable... and you 
               weren't ready for it.

     And he looks up, because these inner thoughts were said out 
     loud, and M.J. is staring at him, tears welling in her eyes.

                           M.J.
               You said that?

                           PETER
               Uh...um... ssssomething like that. 

     Aunt May opens her eyes... looks at them, unbeknownst to 
     them.

     Peter is embarrassed, he's said too much. To his surprise, 
     M.J. reaches out and takes his hand. Which, of course, is 
     exactly when --

     -- Harry Osborn comes in the door, carrying a bouquet of 
     flowers. His eyes go immediately to M.J. and Peter, standing 
     so close, holding hands, looking at each other in That Way.

                           HARRY
               Hello.

     And they confirm it all by hastily withdrawing their hands.  
     Harry's face hardens.

     EXT. OSBORN'S BUILDING -- NIGHT 

     That night. We drift toward the rooftop colonnades of Norman 
     Osborn's spooky apartment building.

     INT. FIRST FLOOR -- NIGHT

     Harry comes in the front door. 

                           HARRY
               Dad?

     No answer. But light spills from the staircase that leads 
     up.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 118
     12-14-02                                                    


     INT. UPSTAIRS HALL -- NIGHT

     Harry stands at the bottom of the stairs, he can faintly 
     hear voices, ANGRY MURMURING. But he can't make out the words.

                           HARRY
               Dad? Is that you?

     The voices abruptly stop.  A moment later, his father appears 
     at the top of the stairs.  They talk, from this great  
     distance.  Osborn is just a dark shadow. 

                           OSBORN
               What is it?  

                           HARRY
               You were right about M.J. You were 
               right about everything. She's in love 
               with Peter. 

                           OSBORN
                    (pause)
               PARKER?

     Osborn begins to move down the stairs toward Harry. 

                           HARRY
               Yeah. 

                           OSBORN
               And... how does he feel about her? 

                           HARRY
               Are you kidding?  He's loved her since 
               the fourth grade.  He just acts like 
               he doesn't. But there's nobody Peter 
               cares more about.

     Osborn's eyes light up at this information.

                           OSBORN
               I'm sorry...
                    (pause)
               I haven't always been there for you, 
               have I?

                           HARRY
               Well... you're busy... you're an 
               important man, I understand that.

                           OSBORN
               It's no excuse. I'm proud of you.
                           (MORE)

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 119
     12-14-02                                                    


                           OSBORN (CONT'D)
               And I lost sight of that somewhere. 
               But I'm going to make it up to you. 
               I'm going to rectify certain... 
               inequities.

     He comes into the light, slips an arm around his son. Hugs 
     him.  It'd be nice, if it weren't so creepy.

                           OSBORN (CONT'D)
                I love you son.

     INT. HOSPITAL ROOM -- NIGHT 

     FAVOR PETER, his eyes closed, homework on his lap.  Then, as 
     if from a horrible dream, he opens his eyes, startled, looks 
     around, trying to come awake. 

     WIDER SHOT

     Aunt May, in her bed, looking at him.  (M.J.'s flowers, now 
     in a vase on the bedside table.) 

                           AUNT MAY
               Peter.  Pete?  

                           PETER
                    (Suddenly aware, sees 
                    her)
               Huh?  
                    (He stands quickly, 
                    his homework falls 
                    to the floor)
               You're awake.  That's good. Good.  
               You okay?  

                           AUNT MAY
               I'm okay, but I think you should go 
               home and get some sleep. You look 
               awful. 

                           PETER
               And you look beautiful. 
                    (a beat)
               I don't like to leave you.

                           AUNT MAY
               I'm safe here. 

                           PETER
               I should have been there. Maybe I 
               could've done something. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 120
     12-14-02                                                    


                           AUNT MAY
               Done something? 

     She gives a light-hearted chuckle. 

                           AUNT MAY (CONT'D)
               You do too much.  College, a job, all 
               this time with me -- you're not Sup-
               erman, you know.
                    (Peter can't help but 
                    find that funny)
               A smile, finally.  Haven't seen one 
               of those on your face since Mary Jane 
               was here.

                           PETER
               Hey, you were supposed to be asleep.  
               What did you hear?

                           AUNT MAY
                    (An enigmatic smile)
               You know, you were about six years 
               old when M.J.'s family moved in next 
               door.  And when she got out of the 
               car and you saw her for the first 
               time, you grabbed me and said, "Aunt 
               May, Aunt May!  Is that an angel?"

                           PETER
               Gee, Aunt May, did I say that?

                           AUNT MAY
               You sure did, Peter.

                           PETER
               Harry's in love with her.  She's still 
               his girl.

                           AUNT MAY
               Isn't that up to her?

                           PETER
               She doesn't really know me.

                           AUNT MAY
               Because you won't let her.  You're so 
               mysterious all the time.  Tell me, 
               would it be so dangerous to let Mary 
               Jane know how much you care?  Everyone 
               else knows.

     Peter considers this for a beat, the full meaning coming to 
     him.  A concerned look spreads across his face.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 121
     12-14-02                                                    


                           PETER
               I'll be right back.

     Peter rises, races out of the room--

     INT HOSPITAL CORRIDOR -- NIGHT

     --and snatches up a pay phone in the corridor of the hospital.  
     He puts a quarter in, dials, waits while it rings.

                           PETER (CONT'D)
               Come on, pick up.

     M.J.'s answering machine picks up, her recorded voice.

                           M.J. (O.S.)
               Hi, it's me, sing your song at the 
               beep.

                           PETER
               M.J., it's Peter, you there?  Hello?  
               Alright, well, I'm calling to check 
               up on you, so call me when you get 
               in... Uh... don't go up any dark 
               alleys.

     There is a CLICK as the phone picks up at the other end.

                           PETER (CONT'D)
               Hello?

     No answer.  Then, a sound.  No... a cackle.

     Peter's face pales.

     The CACKLE grows louder.  Finally, the Goblin's VOICE:

                           GREEN GOBLIN (O.S.)
               Can Spider-Man come out to play? 

                           PETER
               Where is she?

     We move in on Peter's face as he hears the most terrifying 
     words of his life.

                           GREEN GOBLIN
               Be of love, a little more careful, 
               Spider-Man.

     EXT DARK PLACE -- NIGHT

     M.J. opens her eyes, regaining consciousness.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 122
     12-14-02                                                    


     She pulls herself to her feet, disoriented, holding her head 
     in pain. She takes a step backward but stops, suddenly, 
     windmilling her arms for balance. Looking down, she sees --

     -- the roadway of a bridge, hundreds of feet below her!

     She GASPS, takes a step back, horrified as she figures out 
     where she is. Camera leaps back to reveal that she stands -- 

     -- ATOP THE WESTERN TOWER OF THE QUEENSBORO BRIDGE!

     EXT. NEARBY BUILDING -- NIGHT 

     Spider-Man lands on the side of a building. He sees the Goblin 
     Glider soaring past, toward the top of the west tower of the 
     Queensboro Bridge, where M.J. is still stranded.

     EXT. QUEENSBORO BRIDGE -- NIGHT

     M.J. hears a WHINING sound and turns, just in time to duck 
     as The Goblin zooms overhead. She watches as he rockets toward 
     the Roosevelt Island Tram Station.

     INT. TRAM -- NIGHT

     A red tram with ten EIGHT YEAR OLDS wearing New York Rangers 
     paraphernalia watch in awe as The Goblin zips by.  They rush 
     to the windows, as do the THREE DADS who are chaperoning 
     them, for a better view. 

     EXT. ROOSEVELT ISLAND TRAM STATION -- NIGHT

     The Goblin CACKLES with glee as he races toward the tram  
     station. A rocket launcher emerges from the glider. WHOOSH!  
     The rocket launches, headed toward the station.  

     The Goblin peels off just as the rocket barrels into the 
     tram station, obliterating it in a massive ball of flame and 
     smoke.

     EXT. QUEENSBORO BRIDGE -- NIGHT 

     M.J. lit from the fireball, takes in the carnage.

     EXT. NEARBY ROOF -- NIGHT

     Spider-Man watches as flame and smoke bellow out of what  
     remains of the tram station.  He leaps off the building toward 
     the bridge. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 123
     12-14-02                                                    


     EXT. QUEENSBORO BRIDGE -- NIGHT  

     M.J. watches in horror as huge chunks of debris from the 
     tram station rain down on the roadway below her. 

     EXT. QUEENSBORO BRIDGE ROADWAY -- NIGHT

     Cars come to a screeching halt, others crash into one another, 
     as flaming chunks of the tram station pelt from the sky.

     EXT. QUEENSBORO BRIDGE -- NIGHT

     Spider-Man zips toward the bridge, sliding across a web he 
     has shot.

     EXT.  2ND AVENUE TRAM STATION -- NIGHT 

     From inside of what remains of the tram station, a cable  
     SNAPS, WHIPS LIKE A SNAKE, rockets past camera. 

     INT. TRAM -- NIGHT  

     The EIGHT YEAR OLDS and the THREE DADS, suspended several  
     hundred feet above the river, watch as the snaking cable 
     whips toward them. The tram suddenly drops.

     EXT. TRAM -- NIGHT

     SCREAMS are heard as the tram plummets toward the water below.  

     The Goblin rockets into frame, grabs the dancing cable and 
     zooms away, halting the tram's descent.

     EXT. QUEENSBORO BRIDGE -- NIGHT

     Spider-Man drops onto the vertical high-tension wires that 
     hold the bridge aloft, takes a giant leap and lands on the  
     bridge. 

                           GREEN GOBLIN
               Spider-Man!  

     Spider-Man looks up, sees-- 

     --The Goblin, standing at the edge of the bridge tower,  
     clutching M.J. in one hand, the cable holding aloft the tram 
     full of kids in the other. 

                           GREEN GOBLIN (CONT'D)
               This is why only fools are heroes!  

     Spider-Man freezes.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 124
     12-14-02                                                    


                           GREEN GOBLIN (CONT'D)
               Because you never know when some 
               lunatic will come along with a sadistic 
               choice... 

     He shoves M.J. further out, so her toes are actually over 
     the edge. She looks down, almost loses her balance.  Cars 
     race over the bridge platform, two hundred feet down.

                           GREEN GOBLIN (CONT'D)
               Let die the woman you love... 

     The Goblin loosens his grip on the cable, lets it slip through 
     his hands causing the tram to drop, a sickening dip.  The  
     children SCREAM. 

     ATOP THE BRIDGE 

     The Goblin watches with glee, tightens his grip on the cable.  

                           GREEN GOBLIN (CONT'D)
               ... or suffer the little children. 

     Spider-Man watches as the tram sways horribly, sees the  
     pleading faces of the Children and their Fathers as they 
     POUND on the glass, begging for help.  

     He looks back up, sees M.J. teetering over the edge, the  
     Goblin's hand in her back. 

                           GREEN GOBLIN (CONT'D)
               Make your choice, Spider-Man, and see 
               how a hero is rewarded! 

     Spider-Man is momentarily paralyzed, torn in half. 

     The tram quivers. 

     M.J. teeters. 

                           GREEN GOBLIN (CONT'D)
               This is your doing!  You caused this!
               This is the life you have chosen!

     Spider-Man looks, left, right, left, right, agonizes over 
     his choice.  

                           GREEN GOBLIN (CONT'D)
               Choose!  

     The Green Goblin lets go of M.J. and the cable at the same  
     time, sending them to their deaths below. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 125
     12-14-02                                                    


     Spider-Man watches as the tram falls before him, M.J. behind 
     him. Be looks back and forth, turns, sprints along the bridge 
     toward M.J. and leaps--

     --grabbing M.J. in mid-air.  He shoots a web to the -
     undercarriage of the bridge, swings underneath with M.J.

                           SPIDER-MAN
               Hold on!

     He releases his web, grabs the cable to the tram dancing 
     before him. The weight of the tram yanks Spider-Man and M.J. 
     down, out of frame.

     IN MID-AIR Spider-Man, the cable in one hand, M.J. on his 
     back, falls with the tram to the water below.

     Spider-Man uses his free hand to shoot out a web toward the 
     undercarriage of the bridge.  The web sticks.

     INT. TRAM -- NIGHT

     The tram comes to a halt, bounces up and down.  KIDS, DADS 
     and equipment tumble about.

     EXT. BRIDGE ROADWAY -- NIGHT

     A crowd has formed atop the bridge.  Some cheer at Spider-
     Man's heroics.

     EXT. QUEENSBORO BRIDGE -- NIGHT

     Spider-Man's body is stretched to the limit with one hand 
     holding on to the cable, the other the web.

     EXT. QUEENSBORO BRIDGE -- NIGHT

     Spider-Man looks at M.J.

                           SPIDER-MAN
               Climb down.

     M.J. turns, looks at him, confused.

                           SPIDER-MAN (CONT'D)
               The cable to the tram, climb down.

                           M.J.
                    (voice quivering)
               I can't.

                           SPIDER-MAN
               M.J., just do it.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 126
     12-14-02                                                    


                           M.J.
               I'm scared.

                           SPIDER-MAN
               Trust me.

     M.J. looks him. in the eye, down to the water below, then 
     back to his eyes.

                           SPIDER-MAN (CONT'D)
               Trust me. 

     She climbs down his body, then the cable. 

     Spider-Man watches M.J. descend the cable. He hears a WHINE 
     from behind and turns to see just as--

     The Goblin hauls off and cold cocks him in the jaw, zooms 
     away.  

     The force of the blow causes Spider-Man to sway back and 
     forth as he struggles to remain conscious. 

     ON THE CABLE

     M.J. barely manages to hang on as she is thrown side to side.

     INT. TRAM -- NIGHT

     The tram dips again, causing bodies to go flying.

     EXT. QUEENSBORO BRIDGE -- NIGHT

     The Goblin swings around for another assault. He CACKLES as 
     he extends his arm, exposing the razor sharp blades which  
     adorn it. Spider-Man watches, helpless as The Goblin delivers 
     a crushing blow to his stomach. Pieces of flesh and Spidey  
     suit go flying.  He loses his grip on the cable. 

     WIDE SHOT OF TRAM & M.J. PLUMMETING TOWARD THE WATER BELOW 

     Spider-Man dangles from the web grasping for the cable snaking 
     past him.  As the last of the cable whizzes by he lunges for 
     it, catches it. Spider-Man SCREAMS out in agony, blood  
     gushing from his hand. 

     The cable goes taut causing M.J. to lose her grip. She falls, 
     landing on the tram below.  She raises her head and sees 
     Spider-Man, head to the side, out of energy, holding on to 
     cable and web. She hears the glider's engine and sees The  
     Goblin circling in for a final blow-- 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 127
     12-14-02                                                    


     --but he stops. Looks at Spider-Man before him, his body  
     stretched to the limit, looking like a rag doll with his 
     head to the side.  He almost looks as if he feels sorry for 
     Spider-Man. His hovering engine emits a light HUM. 

     Spider-Man raises his head, looks at the Goblin. 

     Sorry for?  Naah!  The Goblin gives an evil grin and the  
     glider races toward Spider-Man full throttle.  

     Spider-Man braces for the blow.  The Goblin zeros in on his 
     prey, cocks back a fist-- 

     --but a huge chunk of asphalt clocks him in the side of the 
     head, sending him spiraling out of control, past Spider-Man.  

     The Goblin regains control, looks around. Where the hell'd  
     that come from? He raises his head just as he is pelted with 
     more asphalt, bottles, shoes, etc. 

     We PULL BACK to reveal a bridge full of New Yorkers hurling 
     anything and everything they can get their hands on.

                           GREEN GOBLIN
                    (covering his face)
               AAHHHHHHHHHHHHHHHHH!

     He zooms out of sight to avoid the raining debris. 

     EXT. BRIDGE -- NIGHT

     Spider-Man looks down, sees a massive mound of rock that  
     spreads from the support piling.  He eyes the cheering crowd 
     and with newfound strength starts to lower the tram to the 
     piling.

     EXT. SUPPORT PILING -- NIGHT  

     The tram touches down gently on the rocks. M.J. stands, looks 
     up.  We push in on her face looking adoringly at Spider-Man.

     EXT. BRIDGE -- NIGHT 

     Suddenly, a line wraps around Spider-Man's waist.

     The Goblin zooms by, holding the rope.  It goes taut and 
     yanks Spider-Man out of frame. 

     Spider-Man thrashes about as he spins out of control.  Behind 
     the glider. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 128
     12-14-02                                                    


     EXT. SUPPORT PILING -- NIGHT

     M.J. reacts in horror as she sees Spider-Man being dragged 
     away.  

     EXT. APPROACHING ROOSEVELT ISLAND - NIGHT 

     The Goblin turns around and CACKLES, gettinq a kick out of 
     watching Spider-Man struggle. 

     He's seen enough, holds out his arm, once again exposing the 
     blades on it, and SNICKS through the rope. Spider-Man goes 
     crashing into the abandoned hulking ruin of a condemned -
     smallpox hospital on Roosevelt Island below. 

     INT. HULKING RUIN -- NIGHT

     From below we watch as Spider-Man crashes through the termite-
     infested boards of the third floor.  As he falls he shoots a 
     web to a support beam, swings down and smashes through a 
     wall of crumbling brick and rotten wood, knocking him out 
     and ripping off the majority of his mask.

     INT. HULKING RUIN -- LATER

     Spider-Man comes to.  Can't quite make out where he is.  
     Light streams in from the massive holes of the condemned 
     structure.  Dust dances about, making it difficult to see.

     He looks up, hears the WHOOSH of the Goblin's Glider circling 
     about.  He gets to his feet, staggers and falls down.  Pulls 
     himself back up.  He looks at himself, covered in blood, 
     costume in shreds.  

     He hears a strange blood curdling scraping noise.  He looks  
     around, spots the lone unbroken window in the structure  
     covered by a wooden shutter.  

     He approaches the window, still punch-drunk and flings back 
     the shutter. A horde of razor bats press against the window, 
     flapping their wings against the glass. Suddenly they burst 
     through, sending shards of glass raining down on Spider-Man.  
     They encircle him, dive, SLICE and SLASH at the few parts of 
     his body that remain unbloodied.  He screams out, tries to  
     swat at them but that only leaves massive gashes in his hands.

     Spider-Man looks across at the wall on the far end of the 
     room and races toward it. The swarm of razor bats follow.  

     He runs full speed at the wall, jumps, plants his feet on 
     the wall and does a back flip. The razor bats fly under him, 
     crash into the wall, crumple to the ground.  

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 129
     12-14-02                                                    


     Spider-Man looks at the heap of razor bats on the ground.  A  
     cocky smiles creeps across his face. 

                           SPIDER-MAN
               You ain't so bad.  

     His happiness soon fades as more bats come after him.  He  
     flips and tumbles around the structure to elude them, but is  
     quickly overtaken as they revert to ripping him to shreds.  
     He falls to the ground. 

                           GREEN GOBLIN (O.S.)
               Enough!  

     The razor bats fail to heed their master's call, continue 
     slicing and dicing.

                           GREEN GOBLIN (O.S.) (CONT'D)
               I SAID, ENOUGH!

     The razor bats stop their destruction, meekly flyaway.

     Spider-Man rolls over in a daze, an outline of blood marking 
     his previous spot. Be looks up at The Goblin hovering over -
     him, tries to stand.  His legs turn to jelly and he crashes 
     to the ground.  The Goblin laughs, reaches down onto his 
     glider and pulls out a rod.  He presses a button and three 
     blades pop out giving the weapon a pitchfork/spear appearance.

                           GREEN GOBLIN (CONT'D)
               Ahhh, misery, misery, misery.  Again 
               and again I've tried to make my case, 
               but you won't oblige.  Had you not 
               been so determined, your sweetheart's 
               death would have been quick and 
               painless, but now, now that you've 
               really pissed me off, I'll see to it 
               that it's s1ow and... painful.
                    (moving in for the 
                    kill)
               ...just...like...yours.

     The Goblin rears back with the spear, brings it down on Spider- 
     Man's chest. At the last moment Spider-Man catches it, looks 
     at The Goblin, his strength returning.  He yanks the spear 
     from The Goblin, SMASHES it against his head so hard it sends 
     The Goblin flying back ten feet crashing to the ground.

     Spider-Man rises, pissed, full of adrenaline, furry.  He 
     breaks the pitchfork over his knee, tosses the parts to the 
     side.  He grabs The Goblin by the chest, pulls him up from 
     the ground, throws a haymaker to The Goblin's jaw.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 130
     12-14-02                                                    


     The Goblin goes flying through a nearby wall.  The Goblin 
     rises, manages to advance.  SMACK!  Spider-Man delivers 
     another devastating blow. The Goblin crumples against a nearby 
     stone wall

                           GREEN GOBLIN (CONT'D)
               Please...

     Spider-Man picks him up yet again, his rage is barely 
     controlled.  He pulls his fist back for another blow, and 
     knowing this one will put him down for the count, Goblin, to  
     save himself, pulls off his mask to reveal Norman Osborn.

                           GREEN GOBLIN (CONT'D)
               Peter... 

     Spider-Man, his fist still in the air, ready to deliver the 
     final blow, stares in the face of his best friend's father.  

     Shock.  Disbelief.  He rips off pieces of his own mask to 
     make sure he's seeing right.  He is.  He lets go of Osborn 
     who slumps to the floor, looking up at Peter, pathetically. 

                           OSBORN
                    (small voice)
               Peter... thank God for you. 

     Peter, his hands covered in blood, trembles, still with rage,  
     shaken by the violence he feels inside.

                           PETER
               Can't be... you're a monster. 

                           OSBORN
               Please, Peter, don't let it take me 
               back. I need your help. I'm not a  
               monster.

                           ETER
               You killed those people on the balcony, 
               you could have killed your son. 

                           OSBORN
               "IT" killed.  The Goblin killed. I 
               had nothing to do with it. Please, 
               don't let it have me again. Protect 
               me, I beg you. Talk to me about this-- 

     Surreptitiously, Osborn brings his right hand around in front 
     of him, unseen by Peter. On his wrist, the TOUCH PAD CONTROLS  
     of the Goblin Glider flash patiently.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 131
     12-14-02                                                    


                           PETER
               You tried to kill Aunt May. You wanted 
               to kill Mary Jane. 

                           OSBORN
               But not you, I would never hurt you. 

     Osborn presses the RED BUTTON on the pad. Peter doesn't see.  
     Behind Peter, the Glider rises up into the air without a  
     sound. Osborn keeps talking, to keep him distracted.

                           OSBORN (CONT'D)
               I knew from the beginning if anything 
               happened to me, you were the one I 
               could count on, you Peter Parker, 
               would save me, and so you have.  Thank 
               God for you.

     During this, Osborn pushes himself to his feet.  With his 
     back against the wall, holds out a hand in pathetic 
     supplication.

                           OSBORN (CONT'D)
               Give me your hand.  Believe in me as 
               I believed in you. I was like a father 
               to you. Be a son to me now.

                           PETER
               I have a father. His name was Ben 
               Parker.

     Suddenly a look crosses Peter's face. Osborn begins to cackle. 
     It grows louder, crazier, totally, happily insane. 

     HIS SPIDER-SENSE KICKS IN 

                           OSBORN
               God's speed, Spider-Man.

     Spider-Man's perception leaps outside his body and whips 
     around, giving him a look behind him, just as --

     -- the Goblin Glider's SPEAR rotates into position on the 
     front of the moving Glider, in ultra-slow motion, just a few 
     feet behind Peter, headed straight for his back!

     In sudden real time, Peter hurls himself to the side, twisting 
     and bending in a near-impossible contortion --

     -- the Glider's turbine SCREAMS as it whistles just past him -- -- 
     terror creases Osborn's face --

     -- and his own Glider rockets right through him.

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 132
     12-14-02                                                    


     Norman Osborn slumps over, impaled by his own contraption, 
     pinned to the wall. Peter rushes forward, but its too late.

     So dies Spider-Man's first, and most heinous, archfoe.

     In the distance, Peter hears SIRENS, headed for the hulking 
     ruin. He looks back at the body of Norman Osborn.  Steps  
     forward. He cradles  in his arms, lifts him --

     INT OSBORN'S APARTMENT

     And sets the body down again, this time on the floor of 
     Osborn's apartment, beside wide-open French doors, curtains 
     wafting in the breeze.  Osborn's body is dressed again, no 
     trace of the incriminating Green Goblin costume. Blood soaks 
     through Osborn's shirt, he looks like the victim of a murder.

     Spider-Man takes a few steps away, toward the open French 
     doors, then hears a nearly-silent GASP from the door to the 
     apartment. Be whirls around.

     Harry Osborn stands in the doorway, looking from his dead 
     father to Spider-Man, aghast.

                           HARRY
               You...

     Spider-Man raises his hands to protest his innocence.  He 
     takes a step forward-- but Harry takes a step back in fear.

                           SPIDER-MAN
               No...

                           HARRY
               Murderer! 

     Harry lunges toward a table nearby, opens the top drawer,  
     grabs a gun and turns.  

     But Spider-Man is gone. The curtains blow in the wind.

     EXT. CEMETARY -- DAY

     Track a line of expensive cars parked along the narrow winding 
     road.  In BG, a fresh grave, a few people from the service, 
     including Pentagon generals, are dispersing.  Aunt May and  
     M.J. stand talking.  

     Harry and Peter walk toward the Osborn Bentley. Silent.  
     Then. 

                                                       (CONTINUED)

-----------------------------------------------------------------------------------------------------
     Screenplay-Spider-Man                                 p. 133
     12-14-02                                                    


                           PETER
               I'm so sorry, Harry. I know what it's 
               like to lose a father.

                           HARRY
               I didn't lose him, he was stolen from 
               me.  And one day Spider-Man will pay.
                    (into Peter's eyes))
               I swear on my father's grave, Spider-
               Man will pay.

     They reach the Bentley.  Norman's chauffeur opens the door 
     for Harry and moves off.

                           HARRY (CONT'D)
               Look... about M.J. I was just trying 
               to please my dad. I thought he'd be 
               impressed, me, with such a beautiful 
               woman. I know she was never right for -
               me. I wanted to make him proud, that's 
               all. Now I'll never be able to.  Thank 
               God for you my friend. You're all the 
               family I have left. 

     Harry gives Peter a hug, then gets in the car. Closes the  
     door.  The Bentley drives off. 

     Peter turns and looks toward M.J. and Aunt May on the hill 
     by Norman's gravesite. As he turns, M.J. locks eyes with 
     Peter.  Smiles at him. 

     VERY CLOSE ON PETER - V.O. -- THE VOICE FROM THE OPENING 
     SCENE 

                           PETER
               No matter what I do, no matter how  
               hard I try.  The ones I love are  
               always the ones who pay.

     EXT CEMETERY - ANOTHER HILLTOP -- DAY

     Peter is walking towards another tombstone. 

     VERY CLOSE SHOT - M.J.  

     Her bright smile. It fills and lights up the screen.

                           M.J.
                    (looking past camera - 
                    shouts)
               HEY!

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                 p. 134
     12-14-02                                                    


     NEW SHOT - PETER 

     He turns. PULL BACK to show we are at Uncle Ben's gravesite.  
     M.J. enters frame. 

                           M.J. (CONT'D)
               Your aunt thought I'd find you here 

                           PETER
                    (To "Ben")
               M.J.'s here, Uncle Ben.

     FAVOR THE TOMBSTONE - It reads:

                              BEN PARKER
                      BELOVED HUSBAND AND UNCLE 

     M.J. moves closer to Peter.

                           M.J.
               You must miss him so much.

                           PETER
               He was a beautiful guy.

     A pause.  They begin to walk, heading up a small knoll.  The 
     skyline of New York in the background.  M.J. stops.

                           M.J.
               There's something I've been wanting 
               to tell you.
                    (M.J. pauses a beat, 
                    Peter stops, waits)
               When I was up there and I was sure I 
               was going to die, there was only one 
               person I was thinking of, and it wasn't 
               who I thought it would be.  It was 
               you.  I kept thinking, I hope I make 
               it through this, so I can see Peter 
               Parker's face one more time.

                           PETER
               My face?

                           M.J.
                    (she nods)                                        *
               Sometimes what you want... you have 
               to go to the edge of your life to 
               find out it was right next door.

     This is blowing his mind.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                 p. 135
     12-14-02                                                    


                           M.J. (CONT'D)
               I've been so stupid for so long.  
               There's only one man who was ever 
               there for me, who has always been 
               there for me... who makes me believe 
               that I'm... more than I ever thought 
               I was.  That I'm just... me, and it's 
               okay... The truth is... I love you.  
               I really love you Peter.

     During the last speech, camera has moved slowly in for a 
     TIGHT SHOT of Peter. 

                           SPIDER-MAN (V.O.)
               Tell her you love her. Tell her who  
               you are.

                           PETER
               I... can't...

                           M.J.
               You can't what?

                           PETER
               Tell you everything. I mean there's 
               So much to tell. 

                           M.J.
               Yes. So much to tell.  

                           PETER
               To tell the girl next door.  

                           M.J.
               But is that all I am? 

                           PETER
               Oh, no I no I you're the amazing girl 
               next door, Mary Jane the amazing, 
               amazing girl, and I want you to know 
               that I will always be there for you, 
               I will always be there to take care 
               of you.  I promise you that.  I wish 
               I could give you more than that, but 
               you must know... that you will always 
               be safe.

     She looks at him.  She moves to him. Embraces.  He's about 
     to be captured. 

     She kisses him.  A gentle, little kiss.  But full of magic. 

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                 p. 136
     12-14-02                                                    


                           PETER (CONT'D)
                    (Dazed))
               ... can't. 

     Too late. The kiss is deeper. More passionate, and he can no 
     longer control himself, brings her closer, kisses her as 
     she's never been kissed before... except by the kiss she 
     experienced with Spider-Man.  And when that extraordinary 
     kiss is over she moves her head back, breathless, looking 
     into his eyes. She has just experienced that kiss again. 
     Spider-Man.  Her eyes wide open.

     She wants more, so does he, but... he "can't."  The music 
     rises.

     CLOSE ON M.J. in love.

     BACK TO PETER, he forces himself to turn.  WE STAY CLOSE ON 
     HIM as he walks away.  M.J. receding in the BG.

                           SPIDER-MAN (V.O.)
                    (Sadder, wiser)
               Can't say I didn't warn you.  The 
               story of my life is not for the faint 
               of heart.

     A wind kicks up.  Peter pulls his coat tighter.

                           SPIDER-MAN (V.O.) (CONT'D)
               Like the man said, it's hard to be a  
               saint in the city.  But whatever life 
               holds in store for me, I now accept.  
               I will never forget these words again:

     Peter looks over his shoulder at M.J., still standing by the 
     gravesite.

                           SPIDER-MAN (V.O.) (CONT'D)
               "With great power comes great 
               responsibility."

     He continues on.  We move in closer to his face.

                           SPIDER-MAN (V.O.) (CONT'D)
               This is my gift.  It is my curse.  
               Who am I?

     Peter cracks a little smile.

                           SPIDER-MAN (V.O.) (CONT'D)
               Baby, I'm spider man. 

     INT JAMESON'S OFFICE -- DAY

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                 p. 137
     12-14-02                                                    


                           JAMESON
               Spider-Man, I don't get it. First the 
               town thinks he's trash, now he's a 
               glamour boy.

                           ROBBIE
               He's a hero, J.J.

                           JAMESON
               Don't give me that line again, I don't 
               trust heroes, they're nothing but 
               criminals in disguise.  HOFFMAN, 
               where's Parker, I want some pictures.

                           HOFFMAN
               He just left. 

                           JAMESON
               Left?  He's always leaving.

                           HOFFMAN
               Be went to cover the hostage story.  

                           JAMESON
               Sure!  Another hostage story. But 
               where is he when The Green Goblin 
               busted through my window?  The Goblin 
               and Spider-Man, in front of our noses!  
               A golden opportunity and the  
               photographer went to lunch. 
                    (looking off))
               And what's that?

     He's looking at an OFFICE BOY holding up a pair of trousers.

                           OFFICE BOY
               Peter Parker's pants, J.J.

                           JAMESON
               What?

                           OFFICE BOY
               They were in the closet.

                           JAMESON
               Parker's pants?

                           OFFICE BOY
               With his shirt and tie and shoes and 
               socks.

                                                       (CONTINUED)

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     Screenplay-Spider-Man                                 p. 138
     12-14-02                                                    


                           JAMESON
               What's going on here, who's he think 
               he is, Tarzan?  Where is he, running 
               around the town naked? And who put 
               flowers on my desk?

                           MISS BRANT
               I did, sir, it's your birthday.

                           JAMESON
               What're you looking for, a raise? I 
               don't want flowers, I want Peter 
               Parker, not his pants, I want pictures, 
               I wanta sell papers, I want Spider-
               Man!
                    (he continues on as:)

     EXT. CITY DAY

     Spider-Man swings away, shimmering into the glass and stone 
     canyons of his city.

                                                        FADE OUT.

                               THE END