A FanScript

by William H Scott

PETER

*continues walking*

Peter walks on as Gwen looks confused, then slightly hurt and then a little miffed.

The Rotary Club

Setting: Swanky midtown Hotel banquet room.

A tall, distinguished, yet rugged gentleman with white hair sips a drink and looks a the newspaper. We see what he is reading briefly but can only make out Osborn Industries. He turns around to greet J Jonah Jameson.

JAMESON: Stacy, how goes it my good man.

CAPTAIN STACY: *grins slightly as if he is merely indulging the newspaperman* Hello Jonah.

They shake hands.

JAMESON: How's the leg?

STACY: Aw, its gettin' better. My pride hurts more than thatn anything. Been a big adjustment.

We now see the strong, athlletic older gentlemen is using a cane and walks with a slight limp.

JAMESON: Miss the action do ya ole chum?

STACY: Sometimes. My girl doesn't though. God love her. She worries more about me than my wife ever did.

JAMESON: *chuckles: Reminds me of my wife. Course she always worried over John much more....doted on him, in fact *sigh* She'd be so proud of him now. So how are things going with her and that football star? I understand pro-scouts have their eye on the lad.

STACY: *deep breath* (eyes get a concerned look) Well, Jonah I...

They are interrupted as another distinguished gentlemen with a very serious face walks by. He has a confident air and is sturdy looking, with reddish-brown hair.

NORMAN OSBORNE: (sarcastically) Gentlemen. *walks by brushing Captain Stacy*

JAMESON: Osborn.

STACY: Afernoon Norman *steely eyed glare as he nearly spills drink*

Osborn walks across room and keeps to himself as he pours a drink.

JAMESON: Ole Stormin' Norman's even more "friendly" than usual. Wonder who kicked his dog?

STACY: Could it be your little story in the paper this morning Jonah?

JAMESON: Bah...Partner trouble, or some such. That Stromm was a crook. He belongs behind bars.

STACY: We'll see.

Norman Osborn taps on glass to get attention of the room.

NORMAN: Gentlemen! I would like to propose a toast. To new changes and a fresh new outlook at Osborn Industries.

GENTLEMAN: What...more money Norman?

*laughter from the crowd of men*

NORMAN: *looks menacingly with a sly grin* Of course...always plenty of that to make. *laughs heartily and raises glass at Jameson* No, I have finally seperated my self from Mendel Stromm, a man who tried to rob me... a man who cheated me. He has now...uh...been taken care of. *another grin*

clinking of glasses and muttered congrats around. These men will toast anything. Norman smiles and gestures appreciation to the crowd.


Norman now goes over and talks to someone and crowd goes back to converstion

JAMESON: Ya see there Stacy, nothing to worry about. Sounds like he's got it all worked out. *takes sip* And he better, becasue I hear the board members are none too happy with recent develpments. Stromm may have been a crook, but he's brilliant and is very popular with the board.

JJ turns around to see Norman behind him smiling

JAMESON: Er..glad to hear everything is working out Norman.

NORMAN: Thank you Jonah... And I guess I should commend you on your...uh (sarcastically) excellent reporting on the subject .

JAMESON: *nervous smile... for him anyways*

STACY: (trying to change the subject) So Norman, what sort of projects have you got lined up to tackle with your new outlook?

NORMAN: *turns gaze upon Captain Stacy* Well, in addition to the recent Government contracts, we are also completing work on a revolutionary latex solution. Almost like artificial skin, they say. We hope to launch some time next Fall...and *changes subject* So... tell me George... how is dear Gwen? I've not seen her in so very long. She always was a pretty one.

CAPTAIN: She's doing just fine. And Thank you Norman... I am indeed... very lucky.

Jameson nods in agreement, thinking about his son as well...

Coffee With Friends

(short cut scene)

we see a male figure at waist level. Its shadowy and we can't make out who it is, or any colors. It is of course Spider-Man. Appears he is behind a building, or in an alley. He reaches behind an old garbage can and pulls out some sort of netted/mesh back or sack. Shadow on the wall then appears to be changing clothes. *subtle Spider-Man theme* (End of cut scene)

Setting: Morels, a trendy coffee-shop off ESU campus

Flash, Gwen and Harry are sitting at a table drinking coffee/cappo

FLASH THOMPSON: So Harry , where's your buddy...Braniac.

HARRY: Aw, he'll show this time...I practically made him promise.

GWEN: What's with the mystery with this guy. Mr Parker is so Slim Shady.

FLASH: *a little perturbed, looks over* Heyyy...and why do you care? Besides he's just a weirdo, alright?

HARRY: Flash, Pete's a nice guy, once you get to know him... You'd know that if you weren't so busy being a jerk to him all the time...he's just shy, that's all. (Harry pauses with a moment of self doubt, showing that he too wonders about his friend somethimes).

GWEN: (kind of devilishly) So Harry, heard from MJ lately?

HARRY: (looking smug) As a matter of fact...she just might be coming by in a bit. I hope so anyway. (expression turns to slight dejection)

GWEN: Well, she...hey, look if its not mr Parker now. I don't believe my eyes.

FLASH: (In an attempt to be nice) Hey, look what the cat dragged in. *smiles*

GWEN: *cheerfully* Hi Peter.

Peter Parker walks in with shoulder bag, (looks like it can hold some books, a camera maybe). Peter walks right by the gang without so much a glance.

Gwen's expression turns icey. Harry looks bewildered

Peter walks over to payphone, fumbles for change in both pockets and then makes a call.

FLASH: Whattya know. The little weasel ignored us all. Guess you were wrong about ypour friend Harr; he's a first class jerk.

GWEN: Maybe he didn't see us. He's making a call. Maybe its important...an energency.

HARRY: (dumbfounded) I-I dunno...I just don't get it, but yeah, its probably an important call to the Bugle or something.

FLASH: Yeah, well whatever, I'm outta here like yesterday's news. Let's hit the Park Gwen. Maybe we'll get lucky and see Spidey again on the way. Man, That dude is the coolest. *makes a mock, what we know to be web-shooting gesture* He ROCKS!

HARRY: OK, well, see ya guys.

FLASH: *standing up* Come on Gwen. (pause) Gwen

GWEN: (looking as if she would like to stay. She is definately intrigued by this enigma, this Peter Parker) A-alright, ya big oaf...I'm comin' keep your cleats on. Sheesh.

Gwen and Flash leave..Peter walks over and sits down.

PETER: Harry, how's it going'?

HARRY: (flatly) goin' OK.

PETER: What's the matter

HARRY: Nothin dude....its just... (smiles and the OLD Harry returns). Hey, you missed Gwennie.

PETER: Sorry, had to check on Aunt May. She's resting. I think she'll be asleep when I get home. Really hate I missed Flash though. (sarcastically)

WAITRESS: (To Pete) Can I get you anything?

PETER: (seems to know the waitress is making eyes at him) Um... no , not for me, thanks...*smiles sheepishly*

HARRY: *as waitress walks off* MMM mmm...prime...grade A*

PETER: Harry!

HARRY: What? I just-...

Suddenly the loud constant sound of a car horn comes from outside the Cafe.

Peter looks out window and sees a black luxury car, possible a limo parked outside. Harry turns around and sees it too.

HARRY: Uh oh.

PETER: What?

HARRY: Its my dad. Must be pissed about something. (Gets up and walks outside. Peter follows him.

The honking stops. A dark window slides down in the back seat. It is Norman Osborn

NORMAN: Harry. Get in..

HARRY: But Dad I---

NORMAN: (a little louder) Get in!

HARRY: Dad, first, this is my bud, Pete. The one I told ya about. Peter Parker remember?

Norman forces a painful smile and indulges his son, but for a second.

NORMAN: Parker hunh? Nice to meet you son. Lets go Harry.

PETER: nice to meet you too..sir. *starts to offer hand, but sees there's not a chance in hell its going to be reciprocated*

Harry gets in. (like a whipped puppy) The window goes up and the car drives off as Peter watches.

Norman's Car attacked

Setting: Inside Norman's vehicle.

HARRY: What is is Dad? What's wrong?

NORMAN: Nothings wrong Harry. I just thought we might have dinner, a little father-son time, you and me.

HARRY: (surprised) Really? But we...

NORMAN: Well we are now. You know how busy I am son. Things are complicated at work and could become more so. I just wanted to take this opportunity to see how you were doing; you know..catch up. Besides, I have to work late tonight and then possibly fo out of town.

Harry smiles. He is not used to any attention from his Dad, though somewhat overbearing instyle, is rarely around.

HARRY: Well, there is this thing a school I w---

NORMAN: I don't know why you hang around that slacker Flash Thompson and his beatnick friendn Parker. Those are not the types to surround yourself with, if you want to become successful Harry.

HARRY: Dad... (the short-lived joy quickly leaves)

NORMAN: Don't even try to argue with me son. Do you know at your age I...

CAR suddenly swerves, throwing Norman and Harry in to the side door.

*Sound of machine gun fire* A black SUV (most likely an Escalade) has pulled alongside the Rolls.

NORMAN: Drive man!

DRIVER: Yessi... *more gun fire and glass hsattering*

Driver slumps on to wheel

NORMAN: Regis!!!!!

THe car lurches out of control darting in a repeated s patterns, tires squealing

There is the sudden distinct sound of a THWIP. A red and blue figure with superhuman lighning speed darts through the air on a single silvery strand. We see a red gloved hand and two fingers compress to make contact with a certain spot in the middle of the palm. THe window and windshild of the SUV are now covered in the thick silvery white substance, temporarily stopping the gun fire. THe heero then lands on the top of the hurdling limo like some type of giant spider. He grasps the edges as if to somehow steady the vehicle. THen, another THWIP..this a bit different sounding...and what first appears to be a another strand of "webbing" expands and springs into a huge spider-web in the alley. Spider-Man leaps off the car twirls around a lampost 2, maybe 3 times, explodes in to a somersault and lands softly and surely on his feet. The careening car is absorbed by the giant web and stops gently without a scratch.

HARRY: (amazed) Wow...

SPIDER-MAN: *catches breath* Sheesh...

Then, that sound we are learning his is Spider Sense...a row of bullets storm past Spidey as he does 3 handflips, dodging them, while making his way over to the webbed limo.

He looks up slight ly frustrated but also half expetantly

SPIDER-MAN: ENOUGH with the shooting guys! I bruise easily.

Spider-man reaches down and effortlessly pulls the entire door off the Rolls...

SPIDER-MAN: You two alright?

HARRY: I-i...think so.

Norman has been knocked out shortly and is coming around...

Spider-Man turns his attention to the three goons who are hiding about the alley. His sense buzzes again as one makes a dash for it...

SPIDER-MAN: Hey smiley! Where do ya think you're goin'? Party's not over yet.

Another THWIP and runner is grabbed in the back by a strand of webbing and is pulled violently back in to a row of trash cans and riff-raff. He is out cold.

In desperation the other 3 decide to rush the web-slinger.

GOON 2: Let's get him lads. 3 of us to one of him.

SPIDER-MAN: Wanna play eh... have it your way then.

Goon 3 pulls out a pistol and begins to fire, but in the blink of an instant a red and blue flash appears and his head is knocked back violently, the gun goes off as it flies away.

SPIDER-MAN: Oops, I didn't know the gun was loaded.

GOON 4: You think your pretty funny, hunh clown?

Harry watches as Norman is still gathering his senses.

The two goons close in on the hero and rush him from 2 sides.

SPIDER-MAN: Bad move boys...

The hero leaps in to the air leaving the goons to crash in to each other. After seemongly dangling in air, longer than humanly possible, Spider-Man drops and and with a kick of both feet out sends the goons flying in opposite directions to their brand new unconsious states.

SPIDER-MAN: You guys really put my foot in your mouths didn't ya?

He then leaps over to where Harry and Norman are still recovering from the ordeal. Norman is still dazed.

Spider-Man: If I had to guess, I'd say someone doesn't like you very much... *looks at Norman* He goring to be alright.

HARRY: I think so....and...uh, thanks

SPIDER-MAN: Get him home, get him some rest

Sound of police sirens.

SPIDER-MAN: That's my cue... Try and stay out of trouble, OK?

As police cars pull up, and officers get out of their car yelling at the web-slinger, the red and blue clad hero is already disappearing high above them.

Captain George Stacy gets out of one of the patrol cars.

OFFICER: No sign of him boss.

FLash and Gwen come running up to the scene.

FLASH: Oh man! Saw the whole thing. THat was awesome. Spidey whippin' those dudes.

GWEN: Harry! Are you alright? Looks over and sees the Captain.... Daddy?... *looks surprised*

HARRY: Yeah, yeah, My father took a lump, but he's OK. Keeps muttering something about king over and over though.??

GWEN: That's a relief. Looks over and sees the Captain.... Daddy?... *looks surprised*


CAPTAIN STACY: Hello sweetheart.

GWEN: But I thought... you were...

OFFICER: runs up. No sign of him sir...but there's 4 creeps packed up in that web of his. Also, *gestures with his head*, Got a cold one in the limo.

CAPTAIN STACY: Keep looking...Gwen, we'll talk later. (scans the the stretcting skyscraper heights above him with a steely glare).

And high above... hidden on the side of a building, miraculously clinging to it is a weary Spider-Man. He reaches to his neck with one hand and pulls off a mask...revealing the face of a young man about 18 or 19 years old. That man is of course...Peter Parker. He has a concerned and tired look on his face. THe hero scurries up the side of the building and out of the frame

Transitions...

Setting, The Osborn Home...

HARRY: Dad!? What are you doing...whre are you going?

NORMAN: I told you boy. I've got work to do.

HARRY: But I thought we were going to spend some time together; maybe watch the Jets game.

NORMAN: No time, maybe next week. I have an important deadline.

HARRY: But, Dad...you're not well...the bump on the head...the

NORMAN: (coldly) I'm fine. I feel fine.

*door slams*

Harry is left looking puzzled and sad. But there's no way he could go against his father, Norman Osborn...even if he knew what was better for him.
-------------------------------------------------------------------------------
Setting: A quaint little house in Forest Hills. Queens.

It is now dark. A shadowy figure drops to the ground, as if some giant insect fell from one of the trees. It slithers up the wall and creeps into an upstairs bedroom, where a faint light comes on.

Peter parker is sitting at his desk studying some papers with the door slightly ajar.

AUNT MAY: (from the hall) Peter? Is that you? *walks in and peers through the door. Peter I didn't hear you come in. you must have been afraid you would disturb me dear.

Aunt May is a small frail, very delicate looking lady, who looks way too old to be Peter's Aunt. But she speaks with strength and determination that hints that she is stronger than she appears.

PETER: Oh, hi Aunt May, yeah, I didn't want to disturb your rest.

AUNT MAY: Did you eat?

PETER: I sure did, Aunt May, got something at the cafe with Harry.

AUNT MAY: Well, you look as if you can stand to eat some more. My goodness, you're skin and bones. Look at you. I'm going to make you a sandwich and a nice glass of milk.

PETER: No Aunt May, I'm fine...really. You just go back to bed and get some rest. I've gotta study for my physics exam.

AUNT MAY: Well, I do worry about you Peter. You're such a delicate boy.

PETER: Aunt May... rest.

AUNT MAY: OK, goodnight dear...don't stay up too late. You need your rest too yaou know, especially with all those nasty exams.

PETER: Good night Aunt May.

Aunt May looks, still concerned, but turns and walks away, reluctantly. Peter waits a few seconds, then shuts his door, and turns out the light. He stuffs some pillows up under his sheets, takes off his shirt and then pants...and climbs quietly out the window.
--------------------------------------------------------------------------------
EDIT:



Setting: The Stacy Home

George Stacy is sitting in his chair. He is wearing a robe and watching TV , drinking a glass of warm milk. (Looks to be a movie, The Fugitive) * * * Gwen Stacy walks in. SHe is dressed in classic Gwen "garb", short skirt, knee high boots, a sweater. Gwen does not look happy.

CAPTAIN STACY: Hi sweet heart.

Gwen by without speaking. She goes to the kitchen and gets a bottle of water out.

CAPTAIN STACY: Honey? What's wrong?

GWEN: Nothing daddy.

CAPTAIN STACY: Gwendolyn...boyfriend trouble?

GWEN: *opens bottle* No... yes. ...Flash can be such a jerk...*takes drink* *pauses* I thought you'd quit it Daddy. You promised to stay at the desk...when I wanted you to retire

CAPTAIN STACY: *chuckles to himself, and smiles* , (but not to where she can see or hear it. This is serious and he knows it.) Gwen...honey...I know I said I was done with the street, but, its, just that...Its me. Its all I I know. I'm not cut out for a desk. Besides, I feel fine. And there's..well, been a very well organized string of crime lately.

GWEN: Well...go ahead. Get yourself killed old man. See if I care! *Gwen storms off*

CAPTAIN STACY... Gwen!.... Honey... I'm...sorry... Aw hell...

The captain continies to sit in chair and sips milk. * * *
-------------------------------------------------------------------------------

Setting: The Daily Bugle

A strong man who looks to be in his late 40s, early 50s walks in to J Johan Jameson's office...

JOE ROBERSTON: What is it Jonah?

JAMESON: Well, *puts some papers down and reaches for cigar in box* Looks like Stromm is free.. for now.

ROBERTSON: What? I thought his case was pretty cut and dry.

JAMESON: Seems some fancy lawyer did some smooth talking and got him out on a bond. Ridiculous.

ROBERTSON: Wonder how Norman Osborn will react to this news.

JAMESON: I don't know Robbie. I tried to call him at home and just got his boy, who seemed kind of distraught; said he was working late. Tried to reach him there, but no luck either. I left him a message. Don't think he'll handle the news too well.

Robertson and Jameson exchange concerned looks.

The Accident

Setting: Osborn Industries...

Norman Osborn is in his small personal lab built off his extravagant office. He is wrestling with some notes beside warm containers of chemicals, in a chemistry set-up.

NORMAN : Blasted Stromm. Gonna drag me under with this whole slime-ridden business. That was too close this aftenoon...and my son was almost hurt. Poor Harry is too weak for the stress, just like his moter was. *pauses* If I ever get my hands on Mendel Stromm...I'll kill him myself. Who knows what all they know. No telling what he blabbed to them. Can't take any chances...must complete this myself, before anyone else starts sniffing around.

(Norman mixes some chemicals together and goes about several things that the production assistants and technical advisor will have to help describe)

NORMAN: Why isn't it working! *Throws a vial and breaks it in disgust.

(Time lapse scene from overhead as Norman feverishly works to complete his task,. intermingled with scene back home where Harry is in Norman's den and he is staring at a glass.)

NORMAN: That's it... *looks at notes*

we see the page and are able to read... "SOULTION SHOULD TURN GREEN AT THIS POINT".

Norman looks at the chemicals in the vial and we see the contents are indeed, a greenish color.

NORMAN: Yessss! I've done it. Ha Ha! I've done it! *reaches for drink and takes a sip* Hmmm...yes, just...a bit...more i think.

He adds the slightest bit more of chemical to mixture and watches as the solution boils, turning a deep rich shade of green. Norman, pleased withj himself, picks up his drink and watches in amazement as the solution begins to churn, emitting a soft light, green steam of vapor, that almost lights up the room. He takes another drink. The solution is now in a rolling boil, seemingly with a life of its own. Norman continues to watch in amazement as the solution suddenly begins to foam and boil over. Drink in hand, Norman gets a confused, slightly startled look on his face. We see a close-up of the notes again, Mendel Stromm's notes..."BUT NOT TOO MUCH. (skip to another note) "SOLUTION COULD BECOME UNSTABLE" * We see Norman's face as he can still only gasp in amazement, as the greenish vapors rise and swirl in the air, circling his head, seemingly glowing. (another note) "COULD DAMAGE THE INTEGRITY IOF THE SERUM"... "WITH POSSIBLY DEVESTATING RESULTS".... AGGRESSION...INSANITY!...

Norman lifts his head back, as if he is intoxicated by the vapor dripping off the serum. Drink in hand, he cackles proudly to himself... then...

BOOM!

The solution explodes right in Norman's face. BUt its not a typical explosion; not so much fiery and not even a propulsion of hot liquid, something...different. Its as if the solution hit the air and crystallized forming an infinite amount of micro-pieces of hard matter, turning the air and the room green. Norman's drink is shattered and he deeply inhales a combination of the solution's "gas" as well as the bourbon. He is thrown back 6 feet in to a wall and is knocked completely unconsious.

Spidey to the rescue...

Meanwhile a shadowy figure is observing from the distance. He's been watching the eerie green lights that have been reflecting in the windows of the executive office wing. Upon the noise created by the "explosion". Spider-Man, reacts.

SPIDER-MAN: Thought it might be a good idea to tail you *fires web-line* after what happened today...*grabs line with both hands*...for harry's sake.

Spider-Man springs in a sharp angle down and through a window of the office floor.

Osborn! (He coughs as the air is filled with some sort of smoke and there is a strange sizzling sound in the air, combined with a low hum.) Where are you!? (He follows his Spider-Sense that leads him to a heavy locked door, with a strange green vapor seeping slowly out from beneath the door. Most of it has subsided by now and is rather subtle. Sensing Norman is behnd the door he, gives it a light kick and it it goes down in shatters. Norman Osborn is lying on the floor , face up, eyes wide open.) Oh my God... (Spider-Man, believing him to be dead, reaches down and checks pulse and for any sign of breath) Still alive! Barely...

(sound of sirens in the background growing closer) Police arrive as Spider-man exits the osborn Industry offices.


Get this man to a hospital!

OFFICER: Spider-Man! Freeze! We need to ask you...

SPIDER-MAN: Sorry fellas, no autographs today.
The hero unfolds his fingers and retracts two fingers, firing a web-line in to the darkness. He springs upward.

OFFICER : Come back here!

ANGRY VOICE: Hold your fire!!!

Captain Stacy steps in to the light.

OFFICER 2: Sir! Its Norman Osborn sir... one of the owners.

CAPTAIN STACY: I know who he is son. How is he?

OFFICER 2: He's dying sir.

CAPTAIN STACY: Where's that damn ambulance...

OFFICER 3: You there! Stop! *shines flashlight*

Light finds the face of one Peter Parker (who never really left, but stayed around out of concern for his friend's father.)

What are you doing here...put your hands up. Come with me.

CAPTAIN STACY: What have we got here?

OFFICER 3: Found him snooping around sir.

CAPTAIN STACY: Well... what have you got to say for yourself? Whattya doin around here young fella? See anything?

PETER: Yes.. I mean sort of. I'm a reporter sir...er...a photographer, actually.

CAPTAIN STACY: Actually? *chuckles* Gonna need to come with me son. We'e going to need a statement.

PETER: But my Aun--

CAPTAIN STACY: Won't take long. We'll have you home to your aunt soon enough. Now get in the car.

Peter looks extremely perplexed, but reluctantly gets in the squad car.

As a door to the police car is shut, an Ambulance speeds off with Norman Osborn, near death, inside.

Back to the Osborn Mansion...

Harry, now with a bottle and an empty glass nearby,is at his dad's desk, furiously flipping through pages in what appears to be some sort of Journal.

HARRY: What is it Dad. What keeps you from me? What kept you from mom...from us? *pours drink, takes sip and slams drink in to wall.

Harry runs his fingers through his hair in frustration. *The phone rings, and rings, and rings...*

Peter is questioned

Doctors are applying shock treatment to Norman Osborn's chest...with not much luck.

DOCTOR: Again!

Norman's body lurches.

NURSE: He's still not breathing...I think its useless.

DOCTOR: Keep trying!


(a series of attempts to revive Norman Osborn) eerie monotone sound of monitor)

NURSE: He's gone sir.


DOCTOR: *sighs, pauses* (then gives "the look", as if to "call it")

Sheet is pulled over Osborn's head.

* * *
Setting: NY City Police Department

Peter Parker is sitting at a table in a private room. We see a shot of a man from the waist up to just below the neck. Then we see the head and shoulders of George Stacy, who is puffing on a pipe.

Even though Peter clearly sees the name plate on the desk of George Stacy, he is no where near realizing that he is the father of someone he knows...someone he dreams about.

CAPTAIN STACY: What's your name kid?

PETER: Parker sir... Peter Parker

CAPTAIN STACY: Parker? You the kid that takes pictures of the Spider-Man?

PETER: *hesitates* Ye--yessir.

CAPTAIN STACY: I see...yes.. you're the one who always seems to be in the right place at the right time, always somehow able to get "exclusive" photos of the wall-crawler. Zat right?

PETER: Yeah...we have...sort of...an arrangement.

CAPTAIN STACY: An arrangement?

PETER: I got in his way once...made him angry. Told him I worked for the Bugle...that I'd help cast him in a positive light, if he'd cut me some slack.

CAPTAIN STACY: Keep talkin'.

PETER: Well sir, I ...um... I mean he tips me off, and I show up to take the pictures.

CAPTAIN STACY: So... you...uh, followed him tonight to the Osborn plant.

PETER: Yessir.

CAPTAIN STACY: Then what happened?

PETER: There was this weird stuff happening inside the office building. Lights...noises. Then there was this...explosion or something. Spider-Man went in and pulled Osborn out. He rescued him sir.

CAPTAIN STACY: I see... So how do you think Spider-Man knew there was going to be "trouble" at Osborn's?

Peter's eyes get a bit wider as he shifts uncomfortably in his seat.

*Phone Rings*

CAPTAIN STACY: Stacy. *pauses to listen to voice on phone* Mmm hmm. Right. What??? I... see. *hangs up phone*

The Captain looks extremely puzzled.

PETER: (thankful at the change in subject) sir...if you don't mind my asking. Is that news of Osborn? He is... also my friend's dad.

Captain still looks baffled

CAPTAIN STACY: Yeah.. I mean...uh. Sounds like Osborn is going to be alright.

Peter smiles in relief.

CAPTAIN STACY:Strange. He looked in pretty bad shape last time I saw him. Looked...well he looked like a goner to be honest. But...apparently, I'm told, He checked himself out...healthy as a horse...although the doctors wanted him to....*pauses* still looking perplexed* He insisited on going home.

(moment of silence)

PETER: Sir...sir. Am I done. I mean...can I ..er... go?

CAPTAIN STACY: *seems to be in a fog* ...er... yeah kid. Go on, get home. And uh, be careful son. Following this Spider-Man around is dangerous living. We may not know much about him, or what side he's on...but one thing is for sure. He's never far from danger.

PETER: *nervous smile* Thank you sir. I ...uh..will... I'll be careful sir.

Peter gets up and exits leaving Stacy, puffing on his pipe, in deep thought.

Nigntmares

Setting: The Osborn Mansion

Noman Osobrn is in his bed. He is stirring. He is dreaming... His son Harry is walking in a dimly lit industrial looking room. It is lined with metal cabinets with square doors. There is fog in the room. There are also tables in the room...covered with sheets...with feet sticking out. It is a morgue. Harry goes to the cabinet. He slowly opens the door to # 103. There appears to be a tray inside with a body. Harry pauses then reluctantly pulls out the tray. He pauses again, before slowly unzipping the bag..to reveal the corpse of his father...Norman Osborn, eyes wide open, face pale, and dead. Harry stares, longily, lovingly. Suddenly Norman's face is transformed, into something horrible...grotesque. Harry recoils in horror slamming tray back in to its compartment, which echoes in Norman's mind... in his bedroom.

Norman wakes in his bed in a full sweat, a look of agonizing fear on his face. He reaches over and turns on lamp, breathing a sigh of relief. Norman looks at the clock and gets up going in to the bathroom. He turns on the water and rinses his face, unbeknownst to the fog that is now filling the room. Is he dreaming again?

MIRROR: Norman

Norman pauses and looks up

MIRROR: (Almost tauntingly) Nor-man

NORMAN: What...what do you want?

MIRROR: Only your attention. And it could benefit you Norman... to listen to me.

NORMAN: I-I'm dreaming. Who...what are you?

MIRROR: Your goblin Norman. I'm your goblin.

NORMAN: Goblin? What ...are you talking about?

MIRROR: Every man has one Norman. Not everyone finds him though. *evil cackle*

Norman soaks his face in water and rubs it.

NORMAN: I'm seeing things. I'm delusional. Its the bump on the head...the accident at the lab.

MIRROR: No accident Norman. I've been waithing for you. Waiting for you...to let me out.

NORMAAN: You're mad!

MIRROR: Perhaps. How about you? Are you without sin?

NORMAN: Go away. Leave me alone!

MIRROR: *Evil laugh* I can't

NORMAN: What?....

MIRROR: Be...cause...

We now see Norman's reflection in the mirror...

I am you. *more laughter*

Norman's face in the reflection suddenly turns in to the horrible, grotesque, evil fasage in His dream.

(More evil laughter) Norman drops to the floor and begins to go in to convulsions. The reflection in the mirror is gone. But the laughter...is not. It continues to echo in to the night.

Norman wakes up again...this time strangely calm. He does not turn on the light, or look at the clock. He dresses in the dark and quietly leaves.

* * *

Meanwhile in Forest Hills...

Peter Parker is stirring in his bed. He is dreaming as well.

In the dream are flashes of Spider-Man performing tricks on a television show, before a studio audience that oohs and ahhs. *flash* He is in a wrestling ring battling a huge warrior more than twice his size. THen a shot of SSider-Man standing still as a hood runs past him with a bag of loot, while a security guard yells..."stop him. Stop thief!" SPider-Man just watches as the hood runs by.

Then Spider-Man is back at Osborn Industries. Surrounded by green fog, he is searching for Norman Osborn. He kicks the door in to find Osborn's body lying in the floor. He kneels down to check Osborn's face and a lightning bolt flashes to reveal, in the eerie green light, the dead and decaying face of Norman Osborn.

SPIDER-MAN: No not again...Dear Lord... too late..just like...before

*gunshots*

Spider-Man is looking down at the face of an old man with a pleasant face...even in pain. Its a man he knows well. Its his Uncle Ben, the closes thing Peter Parker has ever had to a father.

UNCLE BEN: Peter...Peter. Remember what I told you ...Peter, remember...what...I told you...

SPIDER-MAN: No, *crying* no...No!!!!!!!! UNCLE BEN!!!!!!!!!!!!!!!!!

Peter Parker sits upright in his bood, shirtless, he is soaked in sweat. In seconds his Aunt May is in the room.

AUNT MAY: Peter... my dear... you were having a nightmare.

PETER: It...was...so real.

AUNT MAY: I know dear. I know. (May looks away as if to indicate she too has nightmares, nightmares that when she wakes up, turn out to be real. SHe heard the name Peter had cried out. But she must remain strong, for the boy's sake).

New Assignment

1 week later...

J Jonah Jameson is in the familiar position of the chair in his office talking to Joe Robertson

JAMESON: I don't know. What gets me Robbie...is they say his heart stopped..three times. They were ready to issue the death certificate. I saw him Wednesday, and he was sprite as a teenager...in good spirits, hell downright jovial. Damndest thing.

JOE ROBERTSON: Guess, it just wasn’t his time. Any idea what caused the accident?

JAMESON: No, but there was the apparent break-in 3 days later, remember. Still no word on anything stolen or missing; could be a coincidence. Could just be vandalism.

JOE ROBERTSON: Yeah, not like you to sit on a story either. What do you think it was Jonah?

JAMESON: Not sure. Haven't made my mind up. But its hard to see how a simple break-in could have anything to do with an accident to the owner 3 days earlier At any rate Stacy felt it would aid the case, to be hush hush until we see if there is any relation. And I only did it out of respect for George, not for any love of the NYPD.

JOE ROBERTSON: More than likely, just some glory hounds, hearing about the accident and the strange events surrounding it...sniffin; around to see if they could find something. Where were you that night JJ? (he asks jokingly)

JAMESON: Or..it could be Spider-Man, trying to cover his tracks. It was probably him who caused the accident in the first place....

Robertson looks as if he wants to roll his eyes. Peter Parker enters...

Ahh..Parker, you’re here... good.

JOE ROBERTSON: Hello Pete.

PETER: Hi Mr Robertson. You wanted to see me Mr Jameson?

ROBERTSON: We have something in mind for you Peter.

JAMESON: (Interrupting) Leeds is on to something with this latest crime wave in the city. Apparently there's an organized mob that's grown strong over the last 2 years and is beginning to take control of some of the minor gangs. Need ya to stop chasin our "favorite" menace in the red and blue pajamas for a while and see if you can help Ned. Its Usually Bannon's gig, but he's out of town.

ROBERTSON: What Jonah is trying to say Pete, is we've been so impressed with your pictures of Spider-Man, we think its time to see what you can do on the crime beat.

JAMESON: So whattya think kid. You up to it?

PETER: Gee, Mr Jameson, Mr Robertson. I uh....I'm honored, I...

JAMESON: Spare me the BS Parker. Do you want the assigmment or not?

PETER: (hesitates slightly, perhaps because of the history with Ned Leeds) Well, there's my classes...and I don't think Aunt May would like it.. but, yeah, OK, I'm in.

ROBERTSON: Good, but only if your comfortable with it and it doesn't interfere with your school work Pete. Maybe you better run it by your aunt as well.

PETER: Right. (gives a look which suggests "as if")

(Aunt May would never go for her nephew being in a dangerous position, much less an even more so one. If only she knew).

ROBERTSON: *whispers to Peter*, More money. Could mean a salaried position for ya too* *Looks up slightly embarrassed at JJJ.


JAMESON: you'll need to get with Leeds. I believe he has information regarding the location of a meeting place for some prominent gang lieutenants. He's been on this thing forever.

PETER: Yessir, I'll meet up with Ned...and thanks.

JAMESON: Good, now beat it.

Peter walks across the office room, nervously glancing at Betty, who is looking away. as usual.

He walks out to the hall when who should walk out of the elevator but...

PETER: Gwen! (He is surprised at his boldness, but , he is in more of his element, not the intimidating peer dominated halls of ESU.)

GWEN: Peter? What...what are you doing here?

PETER: I work here. I'm a photographer. (sheepishly)

GWEN: Wow...I never knew. (she had heard reference to it, by Harry in the cafe, but smart as she is Gwen did not pick up on this detail. To her Peter Parker is someone completely shrouded in mystery)

Right... I remember now...

PETER: (seizing the moment) So...what...what brings you here?

GWEN: I...um, I (lying) came to see if the Bugle was interested in sponsoring an ad in the campus football program. (Gwen is actually here to seek help from JJJ in helping convince her father to retire).

PETER: Oh, for Flash. (looks as if he can't believe he just said that out loud).

GWEN: (her face changes to a surprised look) Um, no, not for Flash..In fact...

PETER: what?

GWEN: ... (suddenly changes subject) So Peter, how is Harry doing? I mean with his dad's accident and all.

PETER: (sensing the change, but happy just to be carrying conversation with Gwen Stacy) Aw, he's great. His dad is fine. Better than ever strangely enough.

GWEN: Good.. (stares at Peter)

awkward silence. Gwen enters the room to the Bugle offices.

PETER: Uhh...erm...Gwen. *follows her in to the office*

GWEN: yeah?

PETER: Err...tough test on Thursday.

GWEN: I know. I'm sooo behind.

PETER: Yeah, Professor Warren is such a task master.

GWEN: I'll be lucky to even get a passing grade. *turns to walk on*

PETER: (dreamily) right.

Gwen turns around.

GWEN: Uh. Peter.

PETER: Yeah?

GWEN: I could use some help... um... maybe we could help each other...ya know? ... study.

Peter gets a look as if he'd just won the lottery.

PETER: Yeah...sure *tring to withold a YAHOO!

GWEN: (backing off) Morels, Wednesday... 4:00 sharp

PETER: right...sharp.

Gwen gives Peter a little wave,then turns and walks off. Peter leaves as well. We see that Betty Brant has been watching the whole time.

Gwen walks in to Jameson's office

JAMESON: Why... er... Miss Stacy, how are you my dear. SO nice to see you. What brings you here?

GWEN: Its ...Dad. I'm worried about him.

JAMESON: *confused look* Yes hon?

GWEN: I need your help.

Jameson gets a "here we go look"

The Goblin Beckons

Setting: The Osborn Mansion

Norman is in his den. The den is decorated in a similar fashion to is office; still the greens, but the colors are deeper...darker, and of course the furniture is even nore expensive looking. He is dressed for the evening, in dark green pajamas and a white long sleeved shirt. He is sitting at his desk scribbling in a notebook. There is an intense expression on his face, that counters the light-hearted spirit Harry has enjoyed in his father the past couple of weeks.

*phone rings*

NORMAN: ( grumpily) Osborn. *pause* Christ Menken!... what is it?

*an angry look covers Norman's face and it grows in to a scowl.*

What? *slams fist* Are you telling me his lawyers are better than mine? How could you let this happen ?

MENKEN: Norman...it can't be avoided. The Feds are listenin to his story. Now it doesn't mean... he's...UH... won, just that well, we'll need to do some ...er..."tidying up". And we're working on ways to discredit him.

NORMAN: Discredited? I don't want Stromm discreditied. (raising voice) I want him silenced.

Harry peers in the door-way of his dad's den.

HARRY: Dad?

NORMAN: I don't care how, just handle it. *slams phone*

HARRY: Dad...everything alright?

NORMAN: Yes son..yes. Why wouldn't it be? (forcing a smile)

HARRY: Yeah, well I gotta go to the library and do some studying. I'll be home later.

NORMAN: Yes yes. Go on...go.

Harry turns to leave

NORMAN: Harry.

HARRY: Yeah dad?

NORMAN: Good luck on your test boy.

Harry smiles and leaves. At least his dad was trying now...trying to show he cared.

Norman walks over to the liquor cabinet and pours himself a drink....Makers Mark Bourbon on the rocks...a double. He stands in the room alone...sipping. Sensing a sudden chill in the room, Norman walks over to a wardrobe, a large spacious walk-in space, the type one might expect to find hunting vests and smoking jackets, maybe even some sporting gear. He puts on a beautiful deep burgandy robe with an elegant pattern on it. After taking a sip of his beverage, Norman grabs his stomach, at the onset of a sharp pain. He feels as if he is being stabbed. The ice tray and glasses on the cabinet begin to shake in unison, singing a strange "song". The chandolier swings slightly. Is he dreaming.. again? Norman shakes his head but continues to hold his stomach as the pain slowly begins to subside. And then he hears it... the tapping...no, the knocking at the closet door. But how is that possible? Knocking...from within????

VOICE: [from the closet] (eerie, almost whispering) Norman... NORMAN!

NORMAN: Wha...w-who who is it? Who's there?

VOICE: ...I'm here.... Here to help you.

NORMAN: No...no...I'm dreaming again. Get away. Get away from me.

VOICE: You need me.

NORMAN: No...I don't need anyone...I don't want your help.

VOICE: *evil laughter*

Norman looks at his glass and briefly sees the reflection of that ghastly face he had seen in the mirror.
He yells, throwing the glass against the wall. Norman runs over and throws open the door to the wardrobe.

NORMAN: You!!!! Leave me alone! Leave us alone!!!!

VOICE: Its time Norman. Its time. *evil laughter*

Norman doubled over in pain, stumbles over to his desk, as the laughter is filling the room. He falls over in the floor out of sight, behind his desk with the sound of struggling.

NORMAN: No! NOOOOOOOOOO! [[His hand comes up firmly and slaps the desk, before making a fist].... AHH-HAHAHAHAHAHAHAHAHAHAHAHAHA!

Norman Osborn's insane maniacal laughter consumes the room and pours out in to the halls of his mansion....

Setting: Mendel Stromm's minimal hotel room.

Two Federal agents are outside in the hall. Apparently Stromm is going to turn evidence on both Norman Osborn and the shady underworld characters he has been dealing with, inluding one alleged "Kingpin", whose organization aided in the acquisition of certain delicate (illegal) chemical opponents. Chemicals needed by Stromm for his ground breaking strength and intelligence enhancing "super soldier" formula. Norman Osborn instructed Strom to achieve the formula "at all costs", which he in turn did. His cost...exchanging certain government and corporate secrets with the Kingpin's underworld crime organization. Mendel Stromm is in what you might call, a tight squeeze. But, whatever the case, presence of Federal agents outside his door indicate jut how popular Stromm has become.

Stromm, just finishing drink, gets in bed and turns out light/ We see the clock. It is 10:30

Outside the door we see agents talking...

AGENT CAMPBELL: No way...Daredevil has the gymnast training [i]and[/i] a real radar. He'd kick Batman's ass.

AGENT ROSS: Maybe Randall, but with a little prep-time, Bats...

CAMPBELL: What is it?

ROSS: Thought I heard something.

CAMPBELL: I didn't hear nuthin'.

The two agents open the door to a ludly snoting Stromm, quiet asleep. Cambell looks at Ross in disgust.

* * *

shots of Spidr-Man web-slinging across the dark NY sky. He stops at a secluded, diml lit water-front warehouse. (Insert Arranger scene here?)

* * *

Crime Syndicate:

Setting: An abandoned warehouse in the waterfront district.

(Yeah, I know its cliched, but this is a comic book movie. :D)

Two men are conversing in a makeshift "office". The man sitting down is a plump, balding, middle aged man with an egg-shaped head and glasses. He looks like the one in charge. His Superior know him as a man that gets things done. His subordinates know him as... The Arranger. The man standing is dressed in black and has a somewhat fearsome appearence.

OSWALD P SILKWORTH: No more games Macendale. And Spider-Man is no excuse. I want Osborn brought to me, live and in person. There are things... I wish to ask him.

MACENDALE: Boss, I told you. Spider-man busted that attempt up real good. And Osborn musta had some sort of reinforced glass on the passenger windows. I can finish him... let me. And then we'll go after the Spider.

SILKWORTH: No, its not what [i]he[/i] wants. This comes straight from the top Jason. Bring me Osborn...without a scratch.

MACENDALE: Come on boss... not even ...just one?

SILKWORTH:The man known as The Arranger smiles, slightly. Humorous. I need to see what Osborn knows, if he's done anything with Stromm's formula.

MACENDALE: And what about Stromm?

SILKWORTH: He still proves useful... for now. Although, I won't be able to say the same for Norman Osborn, after I learn what he knows. *evil chuckle*

* * *

Back at Stromm's room...

He is lying in his bed sound asleep, when is suddenly awakened by a slight noise. His eyes open. We see the alrm clock. It is now 12:00.

VOICE IN DARKNESS: [I]Mendel Stromm[/i]

STROMM: wha...who's there...?

VOICE IN DARKNESS: Just...an old friend. *light cackle*

Stromm looks over to see a pair of yelloish, glaring eyes in the dark. THere is the dark outline of a man sitting ina chair beside his bed

STROMM: Wha...what do you want?

VOICE IN DARKNESS: *cackles* I dunno..your soul perhaps? *more cackling*

STROMM: Who...what are you..

VOICE IN THE DARKNESS: You have been judged Mendel...and found gulty...of treason. The jury has sentenced you... to death. *evil laughter*

In the moon light, Stromm sees a demonic face of death. It is the first look at The Green Goblin. Even in the darkness we are able to see the ghastly fetures. THe face is a sickening greenish color. THe forehead is high with sharp cheek bones, and a pointed hooked nose. The eyes are huge and bulging, with only a look of horror to them. If they are, as has been suggested, the window to the soul, surely this creature is without one, or the owner of a very dark one at the very least. Below the sharp nose is an evil cruel smile that roofs an exaggeratededly long pointed chin. Stromm has been visited by a ghoul.

GREEN GOBLIN: Howdy...partner. HHAHAHAHAHAHAHAHAHAHAH!

Stromm screams.

Upon hearing the scream, the agents burst in the door, only to find the lifeless body of Mendell Stromm lying there in the moonlight. THey look now to an open window, seeing curtains dance inthe light night breeze. Agent Ross runs to the window an turns and shrugs, indicating nothing.

AGENT CAMPBELL: He's dead.

ROSS: Must have had a heart attack. The stress an do that ya know, especilly to a man his age.

CAMPBELL: Yeah, but look at em.

ROSS: what?

CAMPBELL: His face... Looks like he saw a ghost or something...

we see a closeup of Stromm's face, a face frozen in a scream of terror, (eyes wildy open, mouth agape) of the most imaginanable...or unimaginable.

The: The Goblin's Proposal

Setting the waterfront:

A group of thugs are standing/sitting around a large room. The man, who was talking with The Arranger is centered among them.

MACENDALE: (over the noise) Alright listen up you maggots, *whistles* New plan

LEFTY: What is it boss. We gonna off Spider-Man?

JOHNSON: Yeah...the wall-crawler deserves to die for what he did.

*crowd agrees; shouts and laughs in unison*

MACENDALE: Enough! You morons 'll get your wish soon enough. We'll deal with the Web-head soon enough.

In a dark corner of the warehouse Spider-Man descends slightly in a corner...in classic upside down pose.

HAZLETON: That son of a bitch messed up my brudder...sometin' oifil (awful). I I say we make him pay now!

MACENDALE: What did I just say numb-nuts? New plan, with priority. If the web-slinger intereferes, well...that's just gravy. capeche?

Now... the priority is... we are to successfully capture Norman Osborn... [i]unharmed[/i] He holds valuable information. Use any means necessary, including his worthless son, as long as he's brought here... and able to talk.

VOICE FROM ASIDE: [I]You'll do no such thing.[/i]

Something drops to the floor...there is a mini-explosion , and then a whoof of smoke, followed by evil, maniacal laughter.

MACENDALE: wha? (In surprise and shock)

Spider-Man crouches tighter in corner, but also appears surprised.

The smoke begins to clear with the goons gagging and coughing. Then we see, for the first time...THE GREEN GOBLIN...in all his glory. He hovers in the room astride the War Eagle glaring at the men, laughing hideously, behind his green ghoulish face and sickening yellow eyes.. A strange electronic hum and mysterious trail of smoke emit from the glider. The Goblin wears a deep purple tunic with a sturdy looking belt filled with compartments. (some have an electronic look in nature) The muscular arms are either bare or covered with a tight scaley sort of chain mail, but greenish in color, but end in gloves that nearly run to the elbows. His Pants are a deep hunter green color, almost black, (very) slightly puffy like what a pirate or muskateer might wear, stuffed into thick strong looking boots, with a subtle point up at the toe. He wears a thick

leather satchel slung over his right shoulder that hangs to his left side. And finally atop his head covering part of his massive forehead, but not his elongated pointy ears, the Goblin wears a hat.

At first it looks like a stocking wrap, or again how a pirate or biker would wrap his head, but the "hat" continues in to a pointed tail that trails half way down his back. It may be leather...it may be cloth.

To a weak man, or to a drinking man, it would appear as if a demon had come to earth. But to these men, it appears as if death has arrived. Not one among of them is unafraid, including the man clinging to the ceiling.

MACENDALE: (feigning courage) Look boys, its the boogie man.

GOBLIN: Oh, you'll find that I'm much worse than that. *laughter*

MACENDALE: And he's a comedian too... what do you want?

GOBLIN: The same thing I've come to collect. [i]You[/i].

MACENDALE: Alright, cut the crap freak-show. Who sent you?

GOBLIN: I am here on behalf of my employer, who chooses to remain, shall we say [i]nameless[/i] at the moment. *cackle* You see, I'm looking for a team, a team of "bright" individuals" such as yourselves, *looks and motuons around the room* to support me in my endeavors.

MACENDALE: Endeavors? Who are you?

GOBLIN: You may call me [i]Goblin[/i]

LEWIS: Hey boss I say we waste him.

(The Goblin reaches in to his bag.In an instant something strikes Lewis' chest. His eyes, fill with surprise, as he wipes blood from his mouth, before keeling over dead) A sharp metal object, shaped similar to a small sclale version of the glider is portruding through his chest.

MUNSON: Hey, he owed me money!

MACENDALE: Shut up Munson! So (to the goblin) You wanna play rough eh... Get him boys! [Macendale lunges at the goblin to attack with a sort of baton. With one slight stroke a green scaled arm swipes the air and Macendale is flying across the room. He slams in to a wall unconsious].

gunfire ensues, but the monster on the glider moves with incredible speed and agility, efectively moving about, sosging every attack. He reaches in to his bag and grabs a sphere and grabs a sphere, ust slightly larger than a golf ball. With a flick of his thumb,he appears to have pulled a "pin" and the sphere expands to the size of a grapefruit. gunfire ensues, but the creature on the glider moves with incredible speed and agility, effectively moving about, dodging every attack. Zooming about, he pauses to reach in to his bag, producing a sphere, just slightly larger than a

golf ball. With a flick of his thumb,he appears to have pulled a "pin" and the sphere expands to the size of an orange colored grapefruit, orange in color with an an eerie smoke pouring out at the top. The Goblin hurls it and it explodes knocking out 2 more of the men. He whirls continuing to dodge fire while hurling waves of his nasty "pumpkin" bombs.

GOBLIN: Anybody else want to die today? I'd rather not lose any more "good" men. *laughs* and reaches in to his bag...

*voice from aside*

SPIDER-MAN: Think you can "lose" [i]me[/i] pickle face? They'll be no more killing on my watch.

GOBLIN: Eeeehhhh? *He turns around and looks to where the sound came from*

Spider-Man fires a web-line and swings down in the Goblin's direction. [The Goblin smiles wickedly] He brings his hand upward and points at the hero. A blinding array of sparkling energy erupts from his finger-tips hitting Spider-Man just below the neck. In sudden blinding pain he loses his web-line and hurls to the ground with a thud. The Green Goblin laughs. Cackling as he fixes his gaze once again on the gang, he notices the expression upon the men's faces shift slightly from fear to awe.

At this moment a door bursts open and more gang members arrive with automatic weapons.

The Goblin rises in the air on his glider and hurls an array of pumpkin bombs at the newly arrived reinforcements.

GOBLIN: Bah! I shall away for now...but soon you will bow and serve your master... as will all the scum of this city! HAHAHAHAHAHAHAHA!As he is flying out of the skylight he came in*

Pg. 39

As for you Spider-Man. You will regret interering with my affairs... Pity you may not [LIVE[/I] to regret it! AH HAHAHAHAHAHAHAHA! [He speeds out on his glider leaving a trail of whispy white smoke behind him].

Spider-Man gathers himself and springs upward to the skylight, as gunfire chases him. He fires a web-line and darts in to th night sky. Grabbing a flag pole, he swings around it 3 times and with the momentum gathered, springs himself up and over the Goblin, landing on his back on top of the glider.

GOBLIN: What are you doing you fool? My glider may not support the added weight. You'll kill yourself.

SPIDER-MAN: A technicality. At least I'll take you down too... lunatic. [he attempts to choke hold the raving mad man].

GOBLIN: *cackles* I've already died [i]Once[/i] meddler. Not so enjoyable. I don't plan on doing it again. You on the other hand [The Goblin elbows Spider-Man in the gut and then flips him over in front of him on the glider, like a rag doll before blasting him with more sparkle ray]

Spider-Man is stunned and for just a second blacks out as he plummets from the glider. He comes too, does a somersault in the air and comes up fireing a web-line that fastens firmly to its target; the goblin's glider.

GOBLIN: *laughs* Impressive. But you didn't strike me as the type who would appreciate being taken for a ride.

SPIDER-MAN looks down as the Goblin begins to ascend... higher. He holds on desperately to his web. The Goblin, clearly enjoying the game, dashes around side to side wildy, thrashing the Weblinger about like the tail end of a whip. He is merely toying with him, though, as with but one razor bat could easily slice through and free his machine from the hero's web.

GOBLIN: *Still laughing* You seem a little bored back there Spider-Man. Here's some toys to play with. [He hurls a rapid succession of 3 pumpkin bombs behind him which explode around Spider-Man, one charring his costume around the shoulder]

SPIDER-MAN: *looks up* Sheesh. [He's probably thinking to himself, this for the murder of a couple of crooked punks?]

GOBLIN: Going...down? [He begins a rapid dive and speeds into one of the concrete canyons of the city]

The Goblin accelerates downward, sharply , and then makes a direct, almost 90 degree turn on a

Pg.40

dime, slinging Spider-Man in to the side of a building.

SPIDER-MAN: Unnnnngh! [Lets go of the Web, and begins to fall].

GOBLIN: *Laughing* Happy landings [i]Spider-Man[/i] Flies off cackling.

Spider-Man plummets toward the traffic below. He uses his amazing grip to try to stick to the building, but he is falling too fast… it merely slows his fall. Instinctively, the right hand reaches out and the fingers compress….nothing…With seconds to spare, the hero taps his left fingers to palm and produces just enough webbing to latchThe webbing holds…the concrete does not. Crumbled bits break off the precipice, and though the fall is slowed further, Spider-Man continues to fall.

SPIDER-MAN-: Oh boy! [He tears through an awning and atttempts to grab, one of the poles, wincing in pain as his shoulder is sprained. The pole breaks bringing the awning and Spider-Man down on to the top of a NY City Cab.

CABBIE: Hey! Look what you did…you bum. Get off my ride. Geez…why does this kind of crap always happen to me?

SPIDER-MAN: *rubbing his head* Yeah, …I aimed right for [i]your[/i] car

after I was knocked out ot the sky trying to save the city from the latest evil "man in tights". Sorry.

CABBIE: Sorry? Sorry aint gonna fix my roof or explain dis to my boss. Bah. Jameson’s right. You’re a menace.

SPIDER-MAN: Look pal, I said I was sorry. Call your insurance agent. Ask him what the deductible is for super-hero damage.

The taxi drives off as the driver gives Spider-Man the finger. Spider-Man shakes his head and walks off in to the night. He appears to be adjusting his belt and fiddling with his wrist. Then, with a THWIP and a huge spring upward, the thankless hero is gone.

Pg. 41

A Goblin Comes a Callin'

INT: WAREHOUSE

A group of thugs are standing/sitting around a large room. The man, who was talking with The Arranger earlier is centered among them.

MACENDALE: (over the noise) Hey. *whistles* Hey! Alright!... listen up you maggots, New plan...

LEFTY: What is it boss. We gonna off Spider-Man?

JOHNSON: Yeah...the wall-crawler deserves to die for what he did.

*crowd agrees; shouts and laughs in unison*

MACENDALE: Enough! You morons 'll get your wish. We'll deal with the Web-head soon enough, But right now, we have other matterns of concern.

In a dark corner of the warehouse Spider-Man descends slightly...in classic upside down pose.

HAZLETON: That son of a ***** messed up my brudder...sometin' oifil (awful). I I say we make him pay now!

MACENDALE: What did I just say numb-nuts? New plan, with priority. If the web-slinger intereferes, well...that's just gravy. kapeche?
FADE OUT TO: [from Spider-Man's viewpoint] Now... the priority is... we are to successfully capture this fancy ass VIP buisness exec, one...Norman Osborn... unharmed He holds valuable information. Use any means necessary, including his worthless pansy of a son... so long as he's brought here... and able to talk. [Spider-Man's sense effect]

CUT TO: closeup of Macendale.

GREEN GOBLIN: V/O [Almost simultaneously with the sound of breaking glass from above] Good evening gentlemen. *laughter* Is this a private party, or can just anyone come. *more laughter*.

Something drops to the floor...there is a mini-explosion , and then a whoosh of smoke, followed by more evil, maniacal laughter.

MACENDALE: wha? (In surprise and shock)

Spider-Man crouches tighter in corner, also appearing surprised. He winces slightly from the intense buzzing in his head.

The smoke begins to clear with the goons gagging and coughing. Then we see, for the first time...THE GREEN GOBLIN...in all his glory. He hovers in the room astride the Project War Eagle glider, glaring at the men, laughing hideously, behind his green ghoulish face and sickening yellow eyes... A strange electronic hum and mysterious trail of smoke emit from the flying devide. The Goblin wears a deep purple tunic with a sturdy looking belt filled with compartments. (some have an electronic look in nature) The muscular arms are either bare or

Pg. 42

covered in some sort of tight scaley material; a sort of chain mail, but greenish in color. He

wears purple gloves that extend nearly to the elbows. His Pants are a deep hunter green color, almost black, slightly "puffy", like what a pirate or muskateer might wear, stuffed into thick strong looking boots, similar to what an old Norseman would wear, except there is a subtle point upward at the toe. He carries a thick leather satchel slung over his right shoulder that hangs to his left side. And finally atop his head covering part of his massive forehead, but not his elongated pointy ears, the Goblin wears a hat. At first it looks like a stocking wrap, or again how a pirate or biker would wrap his head, but the "hat" continues in to a pointed tail that trails half way down his back. It may be leather...it may be cloth.

To a weak man, or to a drinking man, it would appear as if a demon had come to earth. But to these men, it appears as if death has arrived. Not one among of them is unafraid, including the man clinging to the ceiling.

MACENDALE: (feighning courage) Look boys, its the boogie man.

GOBLIN: Oh, you'll find that I'm much worse than that. *laughter*

MACENDALE: Whattya know, ugly, rude...And he's a comedian too... Look pal, what do you want?

GOBLIN: The same thing I've come to collect, my friend.... You.

MACENDALE: Alright, cut the crap freak-show. Who sent you?

GOBLIN: I am here on behalf of my benefactor, who chooses to remain, shall we say...anonymous at this time. *cackle* You see, I'm looking for a team... a team of "bright" individuals" such as yourselves, *looks and motions around the room* to support me in my endeavors.

MACENDALE: Endeavors? Who are you?

GOBLIN: You may call me... Goblin.

LEWIS: Goblin? *mocking chuckle* Hey boss I say we waste him.

The Goblin reaches in to his bag. In an instant, something strikes Lewis' chest. His eyes, fill with surprise, as he wipes blood from his mouth. A sharp metal object, shaped similar to a small scale version of the glider is portruding from his chest. Lewis slumps over dead.

MUNSON: (matter of factly) Hey!, he owed me money...

MACENDALE: Shut up Munson! So (to the goblin) You wanna play rough do ya?...Alright, have it your way. Get him boys!

As the gang closes in, Macendale lunges at the Goblin in an attack with some sort of baton. With one slight stroke a green scaled arm swipes the air and Macendale is limply flying across the room. He slams in to a wall unconsious...

Gunfire ensues, but the creature on the glider moves with incredible speed and agility,

Pg. 43

effectively moving about, dodging every attack. Zooming around aand cackling madly, he pauses to reach in to his bag, producing a sphere, just slightly larger than a golf ball. With a flick of his thumb, he appears to pull a "pin". And the sphere expands to the size of a grapefruit, orange in color with an an eerie smoke oozing at the top. The Goblin hurls it and it explodes knocking out 2 more of the men. He whirls around, continuing to dodge fire while hurling waves of more nasty "pumpkin" bombs.

GOBLIN: Anyone else want to die today? I'd rather not lose any more "good" men. *laughs* and reaches in to his bag...

SPIDER-MAN: V/O (from aside) Think you can "lose" me pickle face? They'll be no more killing on my watch.

GOBLIN: Eeeehhhh? *He turns around and looks to where the sound came from*

Spider-Man fires a web-line and swings down in the Goblin's direction. [The Goblin smiles wickedly] He brings his hand upward and points at the hero. A blinding array of sparkling energy erupts from his finger-tips hitting Spider-Man just below the neck. In sudden blinding pain he loses his web-line and hurls to the ground with a thud. The Green Goblin laughs. Cackling as he fixes his gaze once again on the gang, he notices the expression upon the men's faces shift slightly from fear to awe.

At this moment a door bursts open and more gang members arrive with automatic weapons.

The Goblin rises in the air on his glider and hurls an array of pumpkin bombs at the newly arrived reinforcements.

GOBLIN: Bah! I shall away for now...but soon you will bow and serve your master... as will all the scum of this city! HAHAHAHAHAHAHAHA!*As he is flying out of the skylight he came in* As for you Spider-Man. You will regret interfering with my affairs... Pity you may not LIVE to regret it! AH HAHAHAHAHAHAHAHA!

He speeds out on his glider leaving a trail of whispy white smoke behind him.

Spider-Man gathers himself and springs upward through the skylight, as gunfire chases him. He fires a web-line and darts up in to the night sky...

Pg. 44

Got a goblin by the tail


EXT. OVER NY CITY- night:

After chasing the Goblin in to the heart of the city, Spider-Man grabs a flag pole, swinging around it 3 times and with the momentum gathered, springs himself up and over the Goblin, landing on the villain's back.

GOBLIN: What are you doing you fool? My glider may not support the added weight. You'll kill yourself.

SPIDER-MAN: At least I'll take you down with me.... lunatic. [he attempts to choke hold the raving mad man].

GOBLIN: *cackles* I've already died... once meddler. Not so enjoyable. I do not plan on repeating it. You on the other hand [The Goblin elbows Spider-Man in the gut and then flips him over in front of him on the glider, like a rag doll before blasting him with more sparkle ray] I recommend the slow painful way... *laughter*

Spider-Man is stunned and for just a second blacks out as he plummets from the glider. He regains his senses, does a somersault in the air and comes up firing a web-line that fastens firmly to its target; the goblin's glider.

GOBLIN: (Sincerely), Impressive. But you didn't strike me as the type who would appreciate being taken for a ride. *laughs*

SPIDER-MAN looks down, holding on desperately to his web as the Goblin begins to ascend... higher. The Goblin, clearly enjoying the game, dashes around side to side wildy, thrashing the Web-slinger about like the tail end of a whip. He is merely toying with him, though, as with but one razor-bat he could easily slice through and free his machine from the hero's web.

GOBLIN: *Still laughing* You seem a little bored back there Spider-Man. Here's some toys to play with. [He hurls a rapid succession of 3 pumpkin bombs behind him which explode around Spider-Man, one charring his costume around the shoulder]

SPIDER-MAN: *looks up* Sheesh. [He's probably thinking to himself, this for the murder of a couple of crooked punks?]

GOBLIN: Going...down? [He begins a rapid dive and speeds into one of the concrete canyons of the city]

The Goblin accelerates downward, sharply , and then makes a direct, almost 90 degree turn on a dime, slinging Spider-Man violently in to the side of a building.

SPIDER-MAN: Unnnnngh! [Lets go of the Web, and begins to fall].

GOBLIN: *Laughing* Happy landings Spider-Man Flies off cackling.

Spider-Man plummets toward the traffic below. He uses his amazing grip to try to stick to the building, but he is falling too fast... it merely slows his fall. Instinctively, the right hand reaches out and the fingers compress....nothing...

SPIDER-MAN: Great!

With seconds to spare he reaches around with his left hand, and manages just enough web fluid to snag the corner ledge of a building.The webbing holds...the concrete does not. Crumbled bits break off the ledge, and though his descent is slowed further, Spider-Man continues to fall.

SPIDER-MAN-: Oh boy! [He tears through an awning and attempts to grab, one of the poles, wincing in pain as his shoulder is sprained. The pole breaks bringing the awning and Spider-Man down on to the top of a NY City Cab. [He peers out from under debris from the awning] Ow. That's going to leave a mark.

CABBIE: Hey! look what you did...you bum. Get off my ride. Geez...why does this kind of crap always happen to me?

SPIDER-MAN: *rubbing his head* Yeah, ...I aimed right for your carafter I was knocked out ot the sky trying to save the city from the latest evil "man in tights"... Sorry buddy.

CABBIE: Sorry? Sorry aint gonna fix my roof pal, or explain dis to my boss. Bah. Jameson's right. You're a menace.

SPIDER-MAN: Look, I said I was sorry. (sarcastically) Uh... try calling your insurance agent. Ask him what the deductible is for super-hero damage??? *shrugs*

The cabbie drives off, giving Spider-Man the finger, as he pulls away. Spider-Man shakes his head and walks off in to the night.

SPIDER-MAN: [As he is walking off] * brushes shoulder and looks to sky* That cuts it mister...YOU SMUDGED MY SUIT! ...(to self), Swell... Hey, I wonder if there's a super-hero dry-cleaners...

He continues to walk in to the distance, reaching for his belt and then adjusting his wrist. Then, with a THWIP and a spring upward, the thankless hero vanishes in to the darkness.

FADE OUT:

2-7: Breakfast of Heroes


INT. FOREST HILLS- Peter's room

Peter, wearing a T-shirt and pajama bottoms takes down his costume, that he has apparently hung to dry after washing, . He seems content with himself at this accomplishment, sniffing it slightly and holding it up to his neck , while looking in the mirror, before gently tossing it on the bed.

CUT TO:

INT. FOREST HILLS- The kitchen

Aunt May is happily working around the stove. Peter walks in now fully dressed.

AUNT MAY: Good morning dear. *gasps* Peter. You look awful. Are you sick?

PETER: *yawns* Just tired Aunt May....studying [pours cereal in bowl]

AUNT MAY: You study all the time. You should try getting some excercise. Always have that nose buried in a book or... or you're busy with one of your experiments

PETER: [gives her a funny look; reaches for milk, wincing at his sore shoulder, and feeling pain in his ribs and back. (Its a careful look as he hopes she doesn't notice)] I'm on my feet alot, especially when I'm taking pictures.

AUNT MAY: ohhhh dear, pictures, yes... of that awful Spider-Man. I do wish you'd find a less dangerous hobby. Here you go dear. I made you some nice bacon and some toast. Your Uncle Ben sure did love his bacon. Got to fatten you up. Wouldn't want you looking puny when you finally meet my friend's niece. [she rubs her fingers through Peter's hair as he tries not to roll his eyes].

PETER: I really don't like that word...puny. I prefer... lean.

AUNT MAY: Sorry dear. And oh... she's just the sweetest thing. I can't wait for you to meet her. I'm going to invite Anna and her over for dinner soon.

PETER: [doubtfully]I'm sure she is Aunt May, but... Um...I already...uh...

AUNT MAY: Peter Parker. Do you have a girfriend you've been hiding from me?

PETER: Er...I gotta run Aunt May; going to be late for class.

[Peter drinks down a glass of orange juice, grabs toast and bacon in a napkin and gets up to leave. He kisses her on the head and leaves] Bye. Don't enter any beauty contests while I'm gone OK? Wouldn't want to miss your crowning.

AUNT MAY: *giggles* Silly boy. What am I going to do with you? *sigh*.

2-8: No Pictures

INT. DAILY BUGLE- Jameson's Office

JAMESON: Let me get this straight Parker. You're there, at the warehouse... Spider-Man is organizing a gang. Some other costumed freak barges in.. tries to stop it...and most of all... oh yeah... NO PICTURES!!?

PETER: No...I mean yes, Iwasn't able to snap any pics, but no, Mr Jameson, The Syndicate was organizing, when some goon who, I don't know, calls himself "The Goblin" or something busts in, knocks a couple of guys out and proceeds to try and take control of the gang. Spider-Man just tried to stop him.

JAMESON: Goblin? What do you take me for Parker? You think I just fell off the pumpkin truck? I know I'm going to regret this but just what did this goblin character look like. Did he have little magic bag with lucky charms?

PETER: Well, sir, it was dark...hard to tell. But he was dressed up in some kind of medieval garb...and

JAMESON: And what?

PETER: Well...his skin...it was all green.

JAMESON: Parker! I 'm too old for fairy tales. I need pictures, you know [slowly] p-h-o-t-o-gr-a-p-h-s... the little square thingys I pay you for? Green Goblin indeed. Just what we need; another costumed freak in a mask running around stickin' his nose everywhere, causing trouble. And Leeds! Where the hell were you?

LEEDS: Got nabbed on the way. Some one musta known what I was up too. Hit me over the head and made off with my file.

Peter eyes Ned suspiciously...

JAMESON: Boy..you two are something. No story, no pictures. Miss Brant! Get me Laurel and Hardy on the phone. Maybe they can get me a story. You yahoos come back when ya got something concrete. Hell, I'll settle for tissue paper at this point.

PETER: Yessir.

Peter and Ned walk out of Jameson's office.

LEEDS: Well, that went well.

PETER: You mean, you weren't there?

LEEDS: No, got crossed up on my way. I told you Pete, these guys are serious. I'm probably lucky to get away with just a bump on the neck. [chuckles] I've had worse. Now... tell me more about this goblin character. Never heard of him. Must be someone new.

PETER: [another suspicious look] I don't know. But he sure gave Spider-Man one heck of a run. Had all sorts of incendiary devices and attack gadgets. Did get a pretty good look at the leader. Macen...something.

LEEDS: Jack Macendale... Special Ops Vet, and mob asassin. Reports directly to the kingpin's #1 Lieutenant.

PETER: Well, this new guy tossed him aside like he was nuthin'. And... About what Jameson said...

LEEDS: Yeah?

PETER: about masked freaks...

LEEDS: What about it?

PETER: I'm not sure he was wearing a mask.

Ned looks puzzled.
-----------------------------------------------------------------------------

CUT TO:

INT. OSBORN MANSION- Late Morning


Harry walks in to his father's den, seeing Norman lying on the floor unconsious/asleep.

HARRY: Dad!

NORMAN: (groggily) Where...what...Harry?

HARRY: Dad, are you alright? What's the matter?

NORMAN: I-I...must of fell asleep. Strange dream.

Harry lifts his father to his feet, [(motivation)] fearing that he has been drinking to excess. He knows his father drinks, but Norman is disciplined and always dressed for work, raring to go at this time of the morning. He fears its because of the accident and the bump on the head during the limo attack.

NORMAN: I'm fine Harry. [brushes his son's gesture off] sits down on leather couch.

HARRY: You don't look fine Dad.

NORMAN: M-maybe you're right son. Tell you what, I 'll call Dr Hamilton later this morning. He'll know what to do. Maybe he can prescribe me something...Something to help calm me, help me sleep. But, I'll be alright. I promise. Pressures at work...that's all.

HARRY: You went back too soon, after the accident, I mean...didn't have time to fully recover.

NORMAN: Nonsense. I'll be...I mean I am alright. Just one drink too many last night, perhaps...

HARRY: Yeah, um, about the drinking... Dad, I already lost Mom. I don't wanna lose you... too.

NORMAN: Harry, don't talk like that. You're not going to lose me. We're pals...remember? We gotta stick [stretches and pops back strangely, turning his neck] together.

Harry smiles reluctantly. Norman gets up and seemingly is perfectly alright.. suddenly bright, cheery and alert.

HARRY: What ever you say Dad.

2-9: Obstacles

EXT. BUILDING ROOFTOP- Late afternoon

We see a hand (there's a compact sort of band around the wrist)applying a red glove, then Peter Parker. He looks at watch, before putting on other glove and then pulls the Spider-Man mask over his face and fires a web-line.

CUT TO:

INT. MOREL'S COFFEE SHOP/CAFE

Gwen is Sitting at table reading a book. She is wearing a pair of reading glasses.

CUT TO EXT.

Spider-Man swinging across the city, on his way to meet Gwen. (He is already late).[SPIDER-SENSE]

LADY: V/O [Scream]

SPIDER-MAN: *hesitates* Aww, man. Not now...

CUT TO: INT.

Gwen looks at her watch and continues reading

CUT TO EXT.

A lady is in trouble. Two muggers. Spider-Man looks as if he wants to just ignore it and go on. (MOTIVATION: It is tempting. The girl of his dreams is waiting for him, for Peter Parker. It would be so easy to just look straight ahead, swing on... But the painful lesson learned from Uncle Ben's death is etched in his mind. He has a responsibility... as Spider-Man).

In mid-flight Spider-Man lets go of his web-line and for a split second hangs in the air gracefully, before somersaulting over and lightly dropping. He hits the ground and in less than a split second is back up again in the air, bouncing off one wall and landing on another in spider-pose. With incredible speed he pulls a small camera from his belt and webs it to a corner. It was so fast, the human eye would be hard pressed to have seen it.

SPIDER-MAN: Hey... [holding his hand to the side of his mouth mockingly, as if to call out]... Dumb and dumber. Anyone ever tell you that's no way to treat a lady?

Two thugs are wrestling with a middle-aged woman. One has a hold of her purse. The other is threatening her with a knife.

MUGGER 1: H-hey...we don't want no trouble.

SPIDER-MAN: Who said anything about trouble. Its just lil ole me, your friendly neighborhood Spider-Man passin' out tips on how to win your lady over. Hint... Taking her purse and threatening her with a knife isn't the best way to go about it buddy.

LADY: Help me Spider-Man! They were going to rob me...and...

MUGGER 2: Yeah, Webslinger no... uh.. trouble... uh...we were just..uh joking around.

SPIDER-MAN: Really? Cuz it looks to me like you were trying to help carry her purse. Again...goin' about it all wrong. Here let me give you a hand...[Spider-Man pushes up of the wall, does another somersault and lands with a kick to the mugger's face, causing him to drop the knife.] Oops, how clumsy of me... that was my foot wasn't it. Here ya go. [one punch sends the man hurdling in to the building wall, out cold]. Now we can do this easy, or we can do it hard.

MUGGER 2: No...impossible...no one can move like that ... that fast.

And foolishly, even though he's apparently smart enough to realize this fact, what does he try to do but.. run.

SPIDER-MAN: Hey, hold on there Smiley. Lesson's not over.

One web-line to the offender's back and a quick tug brings the mugger right into Spider-Man's grasp. He he is clinging to the side of the wall, holding the crook by the collar of his jacket.

SPIDER-MAN: Now I want you to think about what you've done young man and apologize to the lady.

MUGGER 2: Hunh?

SPIDERMAN: Go on... do it.

MUGGER: [Looks into the white lenses of Spider-Man's mask]. Err... sorry lady.

SPIDER-MAN: Good.

MUGGER: [Gets a sheepish grin]

SPIDER-MAN: Sweet dreams. [He rares back and knocks the thug cold]

FADE TO BLACK...CUT TO:

INT.

Gwen takes off her glasses and sighs frustratingly. In walks Flash Thompson.

GWEN: Flash. What are you doing here.

FLASH: Not happy to see me babe?

GWEN: Uh...not particularly, and I'm not your babe

FLASH: Come on doll. You're not still sore at me are ya. I'm on my way to study (football) film. Come with me. You can watch along and tell me how great I am. *beams*

GWEN: *rolls eyes* I told you I... [sees Peter Parker walk in] Peter!

PETER: Hi Gwen. Hey Flash.

FLASH: Parker!? What's he doing here?

GWEN: Peter has offered to help me study for the Bio-Chem exam.

FLASH: Biology hunh? Right. What a couple of bookworms. You know what? You two deserve each other.

GWEN: No, not biology [rolls eyes]

PETER: Flash... Gwen and I--

FLASH: Shut up squirt. You've done enough.

GWEN. Flash, its not what you think...

FLASH. Yeah, whatever...suit yourself. Its your loss. I'm out of here. Parker! I'll see you later. [Thumps Peter on the chest, and for just a second gets a strange look as if he is somewhat surprised at how sturdy his chest is, and then walks out.]

PETER: Gwen I'm sorry.

GWEN: Don't be. Its not your fault Flash is such a lunk-head...and by the way... you'relate Mr Parker.

PETER: Would ya believe... fashionably? [He seems to be gaining a little confidence with each passing moment, even under the nerve-wracking circumstances].

GWEN: Hmm..maybe. Are you always late?

PETER: (back to awkwardness) I.. uh...

Saved by the bell, as it were. Luckily Peter's bumbling response is interrupted by the ring of a cell phone. Gwen reaches in her purse and answers it.

GWEN: Hello? (slightly colder) Oh hi daddy. I'm studying. Yes, I'll be home shortly. Talk to you later. *pauses* Yeah, me too. Bye.

Peter watches, just taking in the moment of seeing this "personal" side of Gwen, which makes him think of his Aunt. Maybe Harry was right...even Flash too. Perhaps they do have alot in common.

GWEN: Sorry...my dad.

PETER: No problem. Everything OK?

GWEN: [distantly] Yeah, fine.... Now where were we?

PETER: (dreamily) I believe we were about to delve into the fascinating world of bio-chemistry.

GWEN: Not so fast Mr Parker. I believe you were about to tell me you were sorry for being late and that you would never let it happen again. *smiles*

PETER: [breathes a sigh of relief at the smile] Right...never again. A pretty lady like you should not be kept waiting.

GWEN: *giggles* Why Peter, you can be charming.

Peter smiles. Gwen finds the humility and gentle charm of one Peter Parker quite refreshing.

CAMERA PULLS OUT AND OUTSIDE AS WE SEE PETER AND GWEN SMILING AND INTERACTING THROUGH THE WINDOW OF THE CAFE....

2-10: A Sinister Promise

INT. SILKWORTH'S PENTHOUSE-Night

The Man known as The Arranger walks in to his fancy top floor apartment, throws his coat on the couch and goes to pour himself a drink. He lights a cigarette and walks in to his office/study. When he flips on the light he sees The Green Goblin is sitting at his desk.

SILKWORTH: [drops drink] Wha... Who?...

GOBLIN: [evil chuckle] Greetings, Mr Silkworth, or should I say Arranger Welcome home.

SILKWORTH: [surprisingly calm] How did you get in here?

GOBLIN: Not important...but I find windows to be quite... accomodating, don't you?

SILKWORTH: [Looks at the jagged hole that was his window] No...impossibe. Not at this height.

GOBLIN: [laughs again] Don't concern yourself with matters you cannot comprehend my dear fellow. Listen, I'd love to chat, but I am here on business.

SILKWORTH: Very well. Say what you will and then get out. [pause] You have got my attention. I'll give you that. What is it you want?

GOBLIN: I'd...say... its more about what you want Mr Potsworth.

SILKWORTH: Listen, I don't have time for games. I'll...

GOBLIN: [Looks at phone on desk] You'll...what?

SILKWORTH: [Matter of factly] I can have men up here in less than 20 seconds.

GOBLIN: [pauses, and leans forward, this time no cackling.] You'll be dead by then. [evil smile] Surely, by now, you've heard about my little demonstration down at the warehouse. [Notices Silkworth looking at the lower part of the desk] Ahhh...can't quite reach this can you? Well here let me help you!

The Goblin reaches down and pushes a panic button under the desk. In seconds, 3 men in black suits are in the apartment and burst in to the room. With a wave of a gloved hand 3 "razor-bats" are launched and each meets its target respectively, leaving three men lying on the floor...dead. (Silkworth is a powerful man, but he knows when he has been bested).

SILKWORTH: [looks at the dead men] [with restrained rage] I think you've made your point.

GOBLIN: Good. Now we can help each other. Lets cut to it-- ooh poor choice of words given the current state of our guests, wouldn't you say? Excuse me. Sometimes I kill before I speak. [Looks at the dead men and cackles] Look, You want Osborn. Well, I can guarantee him. And what's the catch you say? Simple. In return, [clenches fist and voice lowers] I want Jack Macendale's position in the "company", and control of his gang.

SILKWORTH: [laughs heartily] Don't be ridiculous. What makes you think I need you to get Osborn? And what sort of connection do you have with him anyway?

GOBLIN: I was once underneath his...employ. We parted on not the friendliest of terms, but have since... combined our efforts once more. More of an equal partnership.

SILKWORTH: [In surprise] Stromm?!

GOBLIN: No... Goblin. Mendell Stromm is quite dead, I assure you, or so I've heard. Frankly, I plan on doublecrossing Osborn. It troubles me not so long as I get what I am after. Oh, and as a bonus... I'm offering something extra to sweeten the deal.

SILKWORTH: And that would be...?

GOBLIN: Spider-Man's head on a platter. And when I do that, there's not a crook in this City who won't declare allegiance to me. He's caused each and every one of us misery in some form or another. And want to know the best part? [laughs]... The media... the public will love me for it. [He agiley hops up on to what's left of the window seal, with one leg still planted on the floor] The train is leaving ole boy. You can either catch a ride...or well... I think you get the picture. Its your choice. Oh, and do give my regards to your boss. [more cackling]

The Goblin leaps out of the window, and lands on his hovering glider, that has been waiting just outside,(this we are to assume is how he was able to go in and out of Stromm's hotel room) then flies off laughing, leaving a now familiar trail of smoke in his wake.

The Arranger looks on in a combination of horror and disgust.

2-11- Making a Date

EXT. ESU CAMPUS- day

CUT TO:

INT.. ESU CAMPUS- Professor Warren's lecture Room

Dr Miles Warren is speaking to the his ESU freshman biology class, when Peter Parker attempts to slip in unnoticed. He is late.

PROF. WARREN: [writing on the chalkboard] [Without turning around] Peter Parker, so nice of you to join us for class… just in time for for it to end.

PETER: Er..Sorry Professor Warren…I uh, must of fell asleep in the library studying.

Harry kind of snickers to himself while Gwen gives Peter a concerned look...followed by a stern look at Harry.

DR WARREN: Oh, so you do study.

PETER: Y-yessir. I’m sorry really.

DR WARREN: [continues to write on chalkboard] Well, maybe if you’d come to class more often you ‘d have scored higher than 2nd in the class on the midterm exam.

PETER: Yessir? Second? [smiles sheepishly]

DR WARREN: [Turns around] That’s right Parker. Well done. You got a 96…. However, top honors go to Miss Stacy, with a 98. And by the way, she was here when class started.

We see a look of pride on Gwen’s face.

PETER; [with a look of glee at Gwen’s success] Y-yessir, I’ll try and work harder.

DR WARREN: I KNOW YOU WILL, You’ll be joining Dr Connors in the lab an extra hour on Thursdays until you learn to be on time.

PETER: Y-YESSIR. I understand. [still beaming].

DR WARREN: Ok, folks that’s it for today. I will see you all on Wednesday. Remember I’m in my office all day tomorrow, if anyone has any questions, or needs my assistance.

The crowd of students pack out and Gwen rushes up to Peter. She is so happy with her grade she doesn’t even mention his tardiness.

GWEN: Oh Peter, I think the other night really helped. Thank you.

HARRY: The other night? Something you two arent telling me? Something I should know about? [grins]

PETER: Naw Harry, I jus…we, I mean we helped each other study for the midterm. But I’m thinking Gwen helped me more than I helped her..

GWEN: Oh, I'm not so sure about that, but thanks.

The 3 students walk out together in to the hall.

GWEN: You know Peter…I’ve been thinking…

HARRY: Uh…oh…

GWEN: Very funny Harry.

PETER: Y-eah?

Before Gwen can answer, Peter is suddenly shoved aside by one Flash Thompson who has just walked up.

FLASH: Watch it geek. You bumped into me.

PETER: Uh, sorry, Flash

Flash: [to Gwen] Hiya babe.Good news. I’ve decided to forgive ya. Why don’t we go celebrate and get a burger or somethin’.

GWEN: [coldly] I don’t think so Flash.

FLASH: Why not? What?... Got some more studying to do with nerdly here?

HARRY: Flash…lay off.

FLASH: Oh yeah? Why should I? Studying is one thing, but Parker’s been makin’ time with my girl…and I’m getting a little sick of it.

GWEN: I told you Flash. I’m not your girl. I’m not anybody’s girl.

PETER: Flash, why don’t you lighten up.

FLASH: Lighten up? [slams fist into locker] Who asked you dweeb?

PETER: I believe that‘s what I said. Do you need an English translator or something?

HARRY: Pete—

PETER: No its alright Harry. I’m sick of bird brain here, pushing me around and treating Gwen like she’s some kind of… property.

Gwen looks on in reserved admiration. She is seeing yet another side of Peter Parker. Actually everyone is.

FLASH: What did you just say to me?

PETER: I said, [mockingly slow] Why…don’t…you…l-l-lighen …up?

FLASH: Thats it smart ass.

PETER: Oh yeah,?

FLASH: [HESITATES] Uh… yeah.

He’s not really used to anyone standing up to him, especially Peter Parker.

HARRY: [laughs] That was a real good comeback…but dudes…listen… calm down.

PETER: I’m calm, why don’t you talk to "flame head" here?

GWEN: [interrupting] Boys!

In a rage, Flash lunges at Peter, but he easily evades the move and Harry jumps in between and attemps to break up the tussle.

HARRY: C’mon guys, not here…not now.

FLASH: [hesitantly] Alright, but sometime … somewhere… Parker. Your ass is mine.

PETER: Ok, but I didn’t know you cared.

FLASH: (looks at Gwen). Your loss sweetheart. See ya around. [walks off in a huff]

HARRY: (sensing "something" is going on). Uh. Listen guys, I gotta run too. [lies] The old Man and I are …maybe going to catch a game tonight. Later...

PETER: Yeah, see ya around Harry.

GWEN: Bye Harry

The two share an awkward moment of silence.

PETER: [with new found courage] Gwen...

GWEN: Yes Peter?

PETER: Would you, uh… have dinner with me?

GWEN: [slightly shocked but pleased] Why…Lil ole me? Dinner with the mysterious Peter Parker?

PETER: That’s right…dinner, you and me. Whattya say?

GWEN: [Pause] I’d love to.

PETER: ["feeling his oats"] I’ll pick you up. Well maybe not in a corvette, (like Flash has) but I’ll walk ya and we can watch a cab together.

GWEN: [teasingly] Oh my, I do feel like a princess. As long as the cab doesn’t turn in to a pumpkin, it’s a date.

PETER: Aw Stop it. What do you say…7:00 sharp

GWEN: I can hardly wait Mr Parker.

The two walk off down the hall… together

2-12: The Goblin Goes Public

EXT. NY CITY: DAY - Fifth Avenue Shopping District
An armored van turns the corner and enters a busy midtown Manhattan street.

CUT TO : STREET LEVEL

Captain Stacy and his daughter Gwen are walking along a crowded sidewalk in the upscale Fifth Avenue shopping district.

GWEN: So, this is your way of trying to get back in my good graces… By taking me shopping?

CAPTAIN STACY: *chuckles* Well.. it always worked when you were younger.

GWEN: You have so much to learn about "today’s woman" Dad. [sigh] I suppose I'll let you think you're in the clear with me, while I’m picking out my new handbag at Kate Spade.

CAPTAIN STACY: [grinning] You know, your mother sure enjoyed it... dear lord that woman looooved to shop.

GWEN: I'm not mom.

CAPTAIN STACY: I know sweetheart... I know [Changing subject] Hey, why don't we duck in here for a cup of coffee.

GWEN: [softening a little, laughs] Ohhh you're a real shopper. We've been at this less than 20 minutes and already, you're in need of a break.. Better save your strength. I still want to see the terracotta exhibit at The Met..

CAPTAIN.STACY: , [hesitates] The… art… museum? How much can an old man endure? . [chuckles and motions toward the door].They got the best doughnuts in town in here..[pause] What?... I'm a cop. [devilish grin, ]

GWEN: Right.

CAPTAIN: [Realizing he just brought up a sore subject] That was a joke hon. C'mon, just one cup of coffee and a nice pastry. And…it’ll give us a chance to talk.. [opens the door for her and ushers her in the coffee shop].

CUT TO:
Armored van now turns on to 5th Avenue. driving past the coffee shop. (We can see Gwen and her father sitting outside at a patio table). Almost immediately, without warning, two huge blasts erupt on both sides of the van, and it careens off
course and onto a sidewalk, crashing in to a shop window just past the café. People stop to look, at the action. In to the clear bright sky, The Green Goblin appears on his glider, hovering several stories abover the middle of the crowded busy street, igniting the fear and uncertainty already gathering below.

He flies down to street level, hopping off his glider and leaps toward the conquered Van. People are running and scattering in mass confusion and fear, at the sight of him. The Goblin pulls from his shoulder satchel one of his incendiary devices, and easily dispenses with the heavy metal entrance to the back of the van.. He methodically tosses bags of money, into a large pile that sets near his waiting glider.
.
CUT TO:

Captain Stacy, and Gwen crouching in a corner in front of the café with him covering her, from the danger.

STACY: Stay here…

Gwen: Where are you going?

STACY: [firmer] Get down!

Seeing a side of her dad that she’s not used to seeing, yet she knows exists and abhors, Gwen offers no resistance. The Captain, reaches for a cell phone and quickly makes a call for assistance. Sirens are already filling the air.

Meanwhile The Goblin is airborne once again and the sounds of exploding stun bombs echo off the city walls.

THE GOBLIN: Yes…run…RUN from me! [laughs]. [more explosions as the Goblin hurls pumpkin bombs into the crowd below].*l Where is your "hero"?* Where is he to "save" you now. Where is Spider-man!?

SPIDER-MAN: [from a ledge above] Right here sweetheart. But uh, couldn’t you have just text messaged me?…Or did you lose my number again?

GOBLIN: Ahhhh… gooood. Our guest of honor has arrived..…. finally Now the fun can rrreally begin.

Before Spider-Man, can get close enough to the Goblin for an attack, he is faced with a barrage of bombs , and uses his amazing speed and agility to avoid them.

SPIDER-MAN: I don’t know who you are Goblin, but one thing’s for sure…You’re not an ex- major league pitcher.

GOBLIN: Your pathetic wit is surpassed only by your insolence Web-Slinger. [he fires a sparkle ray beam , which Spider-Man dodges with yet another acrobatic move]

SPIDER-MAN: You caught me by surprise with your kiddy sparklers before Gobby, but not this time

GOBLIN: [cackles] Fool…the Goblin’s weapons are many! [hurls an array of razor-bats]

Spider-Man manages to dodge, for the most part, but is still nicked here and there.

GOBLIN" [cackles] That ought to keep you busy for the moment. Quite efficient are they not?

Spider-Man manages to dodge, for the most part, but is still knicked here and there.

GOLIN" [cackles] That ought to keep you busy for the moment. Quite efficient are they not? [more laughter].

Spider-Man is driven to the ground, attempting to defend himself from the cutting razors.

GOBLIN: Why don't we make this little game a little more interesting? [cackles]…[looks around crowd] (We see a shot of Gwen as the goblin swoops in]

SPIDER-MAN: (To himself) [Looking at Gwen] Oh God… no...

The Green Goblin dives down and snatches a young lady from the crowd, ascending back up as she screams.

GOBLIN: Time to learn what kind of man you are …hero HAHAHAHHA!

SPIDER-MAN : What is it you want? Obviously, you’re in it for more than the money.

(Shot of Captain looking on nervously)

GOBLIN: [cackles] How much clearer must I be?…I want you. You should not have interfered with my plans Spider-Man. I had no quarrel with you, but now… I am interested settling things, once and for all. Just you and me. . Surrender yourself!…or else…little pretty here takes a fall.

GIRL: [screams] No! Help me!

SPIDER-MAN: Let her go Goblin!

GOBLIN: [laughter] As you wish…. [cackles] [He drops girl]

Spider-Man leaps to save the falling girl, which he does, with super-speed just before she hits the ground. As he lands her safely, the Goblin breaks off a corner ledge of building in an incredible feat of super strength, and hurls it at Spider-Man. With a leap, the hero is able to dodge it, but the debris is hurdling straight for…Gwen.

CAPTAIN: NO! !

The Captain lunges forward to push her out of the way, and does… himself just barely missing being crushed. His momentum carries him in to a wall. Doing his best to shield his daughter, he is stunned.

SPIDER-MAN: [leaping over] You two alright?

CAPTAIN: Unnngh....Yeah…I think so. S-spider-Man…You’ve… got to stop him…


SPIDER-MAN: I know. Don’t worry sir, I intend to. [looks over at Gwen, who is near shock.].

The Green Goblin continues to fly around, cackling.

SPIDER-MAN: Alright laughing boy… your bill just came due. [dives at The Goblin]

GOBLIN: :[feigning fear] No…. no... it can’t end…So easily I ‘ve worked too hard. [reaches again into bag and pulls out a small capsule]. [laughs]

After a flick of the thumb, it begins to smoke and he lobs it at Spider-Man. It floats in the shape of a small ghostly jell-like cloud that explodes in the hero’s face. There is no immediate effect but as he will soon learn it is a form of tranquilizer, designed to dull the senses, and more importantly his spider–sense. Spider-Man, caught off guard, attempts to back away, but instead catches the full force of the Goblin’s "gas ghost". Suddenly weakened, he leaps to the side of a building, barely able to cling to the wall, before dropping to a ledge. (much like a spider that has been sprayed with a can of Raid.) The Goblin surprises him from the side and, with his fist, lays a fierce blow under the hero’s chin.. Spider-Man tries to fire a web-line, but one razor-bat tossed by the Goblin makes quick work of it, and he helplessly falls to the ground, unconscious. The crowd gasps as the still body of the hero lies in the street. Cackling, The Goblin flies down and leaps off his glider.

GOBLIN: [Laughs to self]] Too easy. [Looks into the crowd of citizens] Fear not!. I am simply ridding this city of the menace that is Spider-Man once and for all. I meant none of you any...harm, of course. [laughs] And really must apologize for... the mess.

Captain Stacy is holding Gwen, and looking on helplessly, as The Goblin picks up Spider-Man, slings him over his shoulder, and dodges gunfire as he flies away on the glider....

...Gwen is still clinging close to her father, as cops are surveying the situation. Remarkably, no has been hurt.

CAPTAIN: Easy dear, Everything’s gonna be alright. Its OK.

GWEN: Yes…I’m OK Daddy. Just glad you were here. . Who…what was that ..that thing.

CAPTAIN: I don’t know sweetheart, but its pretty clear to me that Spider-Man was trying to stop him. [looks at the pile of money from the van, that is still intact, the wheels in his detective’s mind turning]

GWEN: How do we know they aren’t..involved somehow…working together?

CAPTAIN: I just… know. Now, c’mon , let’s go home. [answers ringing cell phone ] Stacy here… Yeah Leeds...

CUT TO

INT. OLD OFFICE SPACE- (Lower East Side)

The Goblin lays the limp body of Spider-Man down on table.

GOBLIN: : [To himself]The gas has not lost effect I see...Good. You proved to be an even easier foe than I thought…formidable for most, but not for the Goblin [laughs]. Now…I will waste no more time. Let’s see just who you are behind that mask.

He reaches down and slowly peels off Spider-Man’s mask revealing the face of Peter Parker. But the Goblin is shocked to see that he is just a "kid". Still not totally connected with the mind of Osborn, he does not "recognize" him.

GOBLIN: What? The "great" Spider-Man, nemesis of all of New York City’s criminal underworld, a mere… boy Impossible! [pauses as if to wonder if he’s got the "real deal".] Bah! No wonder I was able to dispense with you so easily. No matter… when the Crime Syndicate sees what I have accomplished, all of its divisions will yield to me…the one who defeated Spider-Man. (closeup of face) [laughs].

2-13: Special Delivery

INT. THE WAREHOUSE- Crime Syndicate hideout

(various gang members are referred too as "goon")

Jack Macendale and The Arranger are in the office. from earlier scene. Hearing noise and commotion from the men outside they rush out to find The Goblin is there holding the limp body of Spider-Man.

SILKWORTH: What’s going on out here? Ah, you I might have expected. You have got to stop blasting holes in my property. It is growing tiresome.

GOBLIN: Gentlemen, Gentlemen… How are we? [jumps off glider, with seemingly lifeless body of Spider-Man over his shoulder].

The men whisper and remark to each other at the sight.

GOON: He got em…he got "the Spider".

[more oohs and aahhs from the crowd]

GOBLIN: There you are. You see? As I told you. I have defeated Spider-Man. I caught him… [tosses Spider-Man on to the floor in the direction of a couple of thugs.]...now see if you can hold him. You should all know by now The Goblin does not mince words. I am offerering you but this one chance... join me…or die.

MACENDALE: [sarcastic chuckle] Impressive freak. But that don’t give you the right to waltz in here and start spoutin' orders.

SILKWORTH: Now, now Jack, lets not be too hasty. He has managed to do what no one else has…capture Spider-Man. [smiles slightly] the least we can do is hear what he has to say.

MACENDALE: But boss! --

GOBLIN: Wise choice. Shall "we" pick out my new office or should I just make more "holes". [reaches in bag]

GOON: I’m with the Goblin …he got the web-slinger.

GOON: Me too!

SILKWORTH: You've made your point, Mr... "Goblin". This... gang is yours. You and I will work out the details later.

MACENDALE: What???!!!

GOBLIN: [laughs] Yes, yes we will… discuss later, your new role in my organization. [more cackling]


SILKWORTH: [chuckles]. Yours.? [sarcastically] Indeed.

GOBLIN: That’s right Oswald. And soon all the other gangs in NY will follow. I defeated and captured Spider-Man. Who will stop me?

The Arranger stares at the Goblin with a stoic expression...and yet a subtle wry smile hides barely beneath.

GOON: He's right. you all seen what he done...what he's capable of. Whattya say boys?

*A collective shout from the men as Macendale looks on in astoundment and angry frustration*


CUT TO:

EXT. OUSIDE WAREHOUSE- Night

Shot of police cars steathily pulling up outside warehouse.

Captain George Stacy gets out of car, and looks around

CAPTAIN STACY:. This is it…the address Leeds gave us. Jenson!… you and Turner go and scout things out. Nobody makes a move without my say so…Lt Dewolff…that goes for the special unit. Wait for my signal.

CUT TO:

INT. THE STACY HOME

Gwen is waiting for Peter to pick her up for their date. He is obviously "late", and she is none too happy. She looks at the clock, takes of her jacket, throws down her purse and huffily sits down on the couch.

CUT TO:

INT: WAREHOUSE

Meanwhile two goons have chained up Spider-Man, who we see is stirring; slowly regaining consciousness. He is bound about the chest with arms behind his back and also shackled at the ankles.

GOON: Looks we got him tied up just in time. He's startin' to wake up.

GOON. I say we take his mask off..see who the weasel really is.

GOBLIN: [Wryly] You'd be surprised. All in good time my dear fellows [more cackling]. For now... It is knowledge that belongs to me, and me only…now back off.

Without hesitation, the men back away like scolded puppies.

MACENDALE: You're mad.

GOBLIN: [cackles] You don't know the half of it. Jack… I’m surprised at you. Over your headache so quickly? Or have you developed amnesia from that nasty little bump on the head? Don't[t worry, I’m kind of fond of you, perhaps I will use you... as my errand boy. [laughs].

The Arranger, sensing an opportunity, quickly taps his collar and gives a nod.

A couple of goons rush the Goblin, and more suddensly burst through the door. The majority, however stay right where they are, including one member in particular, wearing an eye-patch and a stocking cap.

With a sparkle blast , the Goblin quickly rids two thugs fo their weapons. A couple of stun bombs and the rest are quickly subdued. He floats in the air on his glider like some ghastly demon (smoke from his bombs surrounds him, "highlighting" him, accentuating his "presence".) holding the last resistant with one hand, before tossing him into the small pile of men he has made...like a dish-rag.

GOBLIN: [laughs wildy], It appears some of you are slow learners. [Looks at Silkworth] Bring the Web-Slinger here. I feel like celebrating my inaugaration with…an unmasking.

SILKWORTH: Fool, these aren’t your men to order around like chess pieces. You have no idea who you're dealing with. (we see a shot of Macendale as he angrily looks like he wants to make a move but remains frozen).

GOBLIN : Someone kindly shut him up, before I do... permanently

Two more men grab Silkworth

GOON: Sorry boss, but we’re taking orders form the Goblin now.

GOON: yeah, anyone who can capture Spider-Man can lead me any day.

2 other goons are still holding Spidey

GOON: Stop struggling punk..you’re ****-out-of-luck and ya know it.

Suddenly, Spider-Man strains and manages to flex his muscles just enough to shake the two off, breaking free from their grasp...

GOBLIN: Bah!!! can’t you clumsy bunglers even hold a man in chains?

SPIDER-MAN: Aw, don’t be so hard on 'em, Gobby…you may have done something to my reflexes, but you forgot about my good ole Spider strength.

GOBLIN: [cackles] An admirable attempt… but you’re only delaying the inevitable…

At that moment, Macendale sees his opportunity to make a move. He pulls out a pistol and fires a shot in the direction of the Goblin.

GOBLIN: You fool!!!! You nearly hit me trying to shoot the Web-slinger. .

MACENDALE: That’t the idea fright face. I wasn’t aiming at Spider-Man. Already told ya...You’re not waltzin' in here and and stealing my job without a fight..

GOBLIN: A fight you say? You want... a fight? [laughs] So be it… [with both hands, he fires blinding sparkle rays at Macendale knocking him unconscious]. Don't waste my time.

Meanwhile Spider-Man sees his opportunity to lunge out of the way and try and break free of the rest of his chains. However he is surrounded by 5 to 6 angry thugs who all want a piece of the handicapped wallcrawler.

LEFTY: Get em! He’s still restrained. We can take him!

The gangsters unleash multiple blows on the hero, as he continues to struggle against his bonds.

SPIDER-MAN: Is that all you guys got? Must not have eaten your wheaties this morning. [ still absorbing blows] Hey! Easy there. That one almost hurt. Don't you guys ever take 5 for coffee or something? Thought that was a bumbling thug union law or somethin’...

BLACKIE: Bah..givn' him all we friggin’ got and he just keeps jawin at us.

GOON: Yeah, downright humiliatin’.

Spider-Man continues to resist , but it can only be for so long, he knows. His arms and legs are still restrained. Eventually …he will tire. Just when it seems as if things may have have turned in the crooks’ favor…the main door suddenly breaks open and a group of NY ‘s finest arrives. Captain Stacy is with them. He sees Spider-Man chained and immediately assumes he is not a part of any criminal activity here.

The crooks scatter, as the room fills with cops. SWAT officers drop from the ceiling. The Captain makes eye contact with the mysterious thug with the eye-patch. Quietly, the Arranger slips in to this office, and escapes through a panel in the wall. Spider-Man, summoning all of his stength, takes advantage of the "free" moment to use the slack he has gathered in his chains to break free. Having lost sight of the Goblin, he attempts to follow the Arranger in to the office as policemen and gangsters continue to battle all around.

GOBLIN: (lingering in the shadows above) [disgustingly]. Police [looks around, also having lost sight of Spider-Man in the confusion]. Spider-Man! ... No.

Spider-Man enters office finding no trace of the Arranger.

SPIDER-MAN: Strange…I know I saw him come in here…Hey! A phone…just what I need. Aunt May is probably worried sick. [He drops down and while clinging to the wall calls his Aunt. Hi Aunt May…yeah, I’ll be home soon. Ran in to a little ..um... difficulty on my project.[looks up in the direction of the action outside the office.] But its starting to come together now…. I’ll be home soon, Bye. [pause, to pull his mask back down] Oh my Gosh...
I forgot!... Gwen!!! [dials frantically]

The Goblin enters the office… (Spider-Man drops the phone before he is able to finish the call)

GOBLIN: There you are! This is all your fault. I know it. Somehow… you... you planned this.
[fires a sparkle ray at Spider-Man, which he quickly dodges and bounces up to the ceiling].

The Goblin retreats as Spider-Man chases him out of the room. Below the cops are beginning to subdue the gangsters.

GOBLIN: [laughs] You’ve been granted a repreive Spider-Man, but…here’s something for you to ponder.…I happen to know a little secret. [cackles]

SPIDER-MAN: Don’t suppose its ancient Chinese secret, like how to get out those really tough grease stains? [fires web and misses].

GOBLIN: [laughs]. Think about it boy. [cackles as he blasts a hole through the ceiling and flies off].

(closeup of Spider-Man’s mask as he looks up, preparing to fire a web-line)

COP: Hey! Spider-Man. Stop! You got some explaining to do. [As Spider-Man begins to leave] I said stop! [fires pistol]

CAPTAIN STACY: Hold your fire!!!! [knocks young officer’s arm down with his own].

Spider-Man springs upward and out, only to see no trace of the Goblin.

Captain Stacy looks on… as the mysterious man with the eye-patch walks up. The entire gang, including Macendale, is completely subdued

3-1: A Hero's Reward

EXT. OUTSIDE THE STACY HOME- Day

Peter Parker is outside the house , walking up, trying to get the nerve to go up and knock on the door; get up the nerve to…to talk to Gwen. He walks up slowly and knocks. Peter is not just surprised, he is SHOCKED at who answers the door. He sees it is the Police Captain who interrogated him; Captain STACY.

CAPTAIN STACY: Wellll... if its not... Peter Parker right?

PETER: [still shocked]Uhhhh...yessir.

CAPTAIN STACY: Come on in son. [Motions him in and Peter follows him]

CUT TO: INT. STACY HOME

CAPTAIN: Have a seat. [picks up pipe] What can I do for you. I expect you’re here to tell me more about Spider-Man?

PETER: Actually, um no sir. I...uh…

CAPTAIN Stacy: [light bulb comes on].Ohhhh. You’re here to see Gwen.

PETER: Y-yessir. [very sheepishly]

CAPTAIN: Wellll, [chuckles] She told me about this nice young fella she’d met, but .. [chuckles again] what a coincidence. Anyway, Gwen’s not here. She went off with one of her girlfriends. I don’t really know when she’ll be back., but it shouldn’t be too long. Would you like a soda or something?

PETER: Errr, no thanks, I uh.. I mean I probably ought to be going sir…My Aunt and all. Will you tell her I came by?


CAPTAIN: Be happy too … but uh, don’t rush off. I’m intrigued by these photographs you take. You know, unlike most, I don’t seem to think Spider-Man is such a bad guy.

PETER: Yeah, well, I don’t really know much about him, but, uh, from all I’ve seen, he’s on the right side……just a bit misunderstood, maybe.

CAPTAIN: Jonah Jameson is a friend of mine, but I , well... I don’t always believe everything I read in the Bugle [light chuckle]

Peter manages a laugh, but still is clearly VERY nervous at the Captain’s questions about Spider-Man, not to mention the fact he’s alone with the father of the girl he cares about, who most likely is angry with him, to say the least.

CAPTAIN: [Perhaps sensing Peter’s uneasiness] Things haven’t been easy for ya, have they son?… I mean since you’re Uncle passed away.

PETER; H-how ‘d you know about that ?

CAPTAIN: [chuckles, takes pipe out] I’m a policeman. Its my business to know things like that Yeah, I knew Ben,…not well, but enough to know he was one of the nicest fellows you could ever hope to meet . When I heard the news that night; I- I…well…[pauses] Listen… Peter. You seem like a good lad. I want you to know, if there is ever anything you need, or you just want to talk to an impartial listener. I'n here. You look me up…ya hear?.

PETER: [standing up] Thank you sir. I will. [walks over toward the door].

CAPTAIN: Oh, and Peter.

PETER; Yessir?

CAPTAIN; [stone faced]You hurt my little girl and I’ll break your legs. [long pause] [big **** eating grin and a light chuckle]

PETER: [nervous laugh] Right. I’ll be sure and remember that.

At this moment Gwen suddenly walks in. Peter’s {already} nervous expression grows to one of almost sheer terror.

GWEN: Peter?! What… what are you doing here now? Aren’t you just a bit… late?

PETER: Uh, Gwen um, listen I can explain.

GWEN: [coldly] NO NEED. I have nothing to say to you Peter Parker.

PETER: Gwen, please…

Gwen looks at her father who offers a "you should just hear him out look". Gwen grabs Peter by the arm and drags him outside to the front porch.

PETER: OK, I know you’re mad, but listen, Gwen, I’m really sorr—

GWEN: I know… you’re sorry right? Sorry you completely stood me up, without a call, without a message…nothing.

[Peter thinks to himself "but I tried to call", all the while trying to figure out how to explain to her that he couldn't complete it, because he was in the middle of an underworld skirmish and a battle with this super-villain called The Green Goblin who interrupted him.]

GWEN: And to think I was worried…that something may had happened to you, that you’d been in an accident or been hurt somehow. Then you have the nerve to come marching in here the next day like nothing happened and expect me to do the same?

PETER: I was working. Mr Jameson’s got me on this really tough assignment. I got stuck I’m so sorry. I tried to reach you but couldn’t. By the time I was freed up, well, it was to late. Next time…..

GWEN: What makes you think they’ll be a next time? You’ve already proven your total lack of disrespect for others, Peter. I always agreed with Harry, when he stood up for you; believed that you weren't really stuck-up and selfish. [almost begins to tear up] Guess I was wrong.

PETER: Gwen, no, you've got it all wrong.

GWEN: Go home Peter.

She goes back inside and shuts the door. Peter turns and walks away slowly, with one more sorrowful look back at the door that has been "closed". But he cannot see that she is watching him sorrowfully as well from the window, hidden by a curtain...

3-2: Betty

INT. THE DAILY BUGLE- Jameson's office

JAMESON: The Green Goblin! And The Bugle has no exclusive photos. [looks at stack Peter has handed him. Seen these already Parker, in the evening edition of The Globe! You keep slacking off like this and I'm going to change my mind about letting you hang around here.

PETER: Sorry Mr Jameson. At least no one else got these angles though, hunh?

JAMESON: (harumph). They'll have to do, for now. Good work on the copy though Leeds.

LEEDS: Thank you sir. Couldn't have done it without the help of Gargan here, and of course... [holds up eye patch] "Patch".

Peter cast a wary glance at Ned. His look indicates he is suspicious of Leeds' involvement in the Syndicate.... or worse

JAMESON: [sighs] Again, no pictures of Spider-Man trying to wrestle control of the gang. [pause] Gargan hunh...what is it you do?

LEEDS: Mac here is a PI. Been helping me a while. We are closer than ever to finding out who really runs this Crime Syndicate.

GARGAN: [to Jameson] Pleased to meet you sir.

LEEDS: [answers ringing cell phone] Leeds...

CUT TO:

INT. Police Station

Jack Macendale is sitting, handcuffed to desk.

MACENDALE: You better get down here.

INT. THE BUGLE

LEEDS: Er...not a good time.

MACENDALE: V/O Excuse me, for not picking a more convenient time.

LEEDS: We'll handle this later.

MACENDALE: Later? Sorry, I haven't got later. We'll settle this now. What about our deal? Now get down here.

LEEDS: Alright I'll be right there. [hangs up phone] Gotta go fellas.

JAMESON: Leeds get back here! What about Spider-Man's involvement? How--?

LEEDS: Sorry Jonah, its urgent. I'll, uh get back to you. [leaves]

Peter watches Ned leave suspiciously. Gargan excuses himself as well.

JAMESON: [to Peter] Don't just stand there gawking. Get out there and bring me some photographs that I can use!

PETER: Yessir. [begins to leave]

JAMESON: Parker!

PETER: Yes, Mr Jameson? [turns back like a dog being yanked on a chain].

JAMESON: The Midtown Executive Club is awarding Norman Osborn the Businessman of the Year award. You'll be there for publicity photos. Surely you can't screw that up. [pauses as Peter stands waiting] Now get lost!

PETER: [grasps door] Open or shut?

Jameson angrily points (OUT!) as Peter shuts door. He turns around to see Betty Brant...

BETTY: Hello Peter. Can we... talk?

PETER: Sure Betty, what is it?

BETTY: Not here. [Leads Peter in to a copy room and closes door.]

PETER: OK, must be important.

BETTY: Peter, I can’t go on like this. We have to work together. You can’t deny things have been, well... awkward.

PETER: [taken aback] Yeah, you’re right. I—

BETTY: [abruptly]I’m happy with Ned. I really am. He’s….safe

PETER: Right, as opposed to—

BETTY: You following Spider-Man around, putting yourself in danger? Its, its, I mean it was just too much for me to bear.

PETER: I’m sorry Betts.

BETTY: You know I supported "him",...Spider-Man [said with some disdain] I always thought he was one of the good guys. Before… (Betty blames Spider-Man in part for the death of her brother in Spider-Man 1)

PETER: I know hon.

BETTY: I can't help it. He terrifies me, and I just can't, uh, couldn’t deal with the fact that you insisted on following him around. I mean, sure, Ned... some of what he does is mysterious, sometimes dangerous, I suppose, but nothing like –

PETER: You don’t have to explain ... I understand…

BETTY: Do you? Do you really? [starts to cry a little] I- I loved you Peter. I just don’t want anything to happen to you. I don't know what I would do. [cries]

Peter holds her.

PETER: I know, I know. I care about you too. You deserve the best. Someone who is always around, someone dependable

BETTY: Oh Peter…

PETER: Sshhhh. Listen, I want you to know. I’m always going to be here for you, if you need me. You’re very special to me Betty, and I want nothing but the best for you. (Betty is still sobbing in his arms) Ned's a great guy. [suspicious look] I can see that now. [pushes her away enough to look in her eyes and wipes her cheek] Besides... how would I ever be able to deal with ole "skinflint" without you?

BETTY; [laughs slightly, sniffs] I just didn’t want you to think I- that... I didn’t care.

PETER: I didn't ...and it means a lot …believe me. I feel the same. I …just want you to be happy.

BETTY: [looks up and smiles through her tears] Friends?

PETER: Of course. I’d accept nothing less. [continuing to embrace her]

3-3: Misconceptions

EXT. NY CITY- Mid-Morning
We see a newsstand as a few citizens walk by. Then a web line suddenly shoots down in to the picture and snags a newspaper. The clerk looks around.
Spider-Man is clinging to a wall several stories up. He is sipping some coffee with his mask turned up ¼ of the way.

SPIDER-MAN: [to himself] No sign of the Goblin. [perplexed] Wonder what he meant by a... "secret"? And what is Leed's connection to all of this?[sigh] I should be worried if Gwen will ever speak to me again.

We see the headline of the Daily Bugle…The Green Goblin…Hero? Or just another Menace. and a photo of The Goblin over 5th Avenue. Spider-Man nearly spews his coffee as he reads the article.

SPIDER-MAN- Notorious gangsters coralled and captured by the mysterious Green Goblin... ??? Give me a break. Sheesh.

Then another webline descends carrying 3 quarters that land on the counter. The befuddled clerk looks up and sees nothing. (humorous scene)

CUT TO: where Spider-Man was... (he's gone).

CUT TO:

INT: GOBLIN'S LAIR– waterfront district

Not clear if this is the same location he had previously taken Spider-Man. It is a shady room. We see electronic and lab equipment, and gadgetry (including what may be part of a glider) lying all around, and a figure hidden by shadows. He is holding the same newspaper and throws in in disgust.

GOBLIN: [muttered growl] The entire gang!!! My plan worked too well. I’m no better than I started! And that pathetic pudge-ball Potsworth escaped. When I find out who tipped off the police, the last thing they see will be the face of the Goblin. [face comes out of the shadows (it is the Goblin not "Osborn")] I swear! it! Best to lay low for a while. Yes… [cackle] but first…other matters. The thorn in my side... Spider-Man. If I am to succeed, he must be... eliminated. I have already seen his face [laughs]…just a boy. All I have to do is find a way to dull his cursed Spider-Senses again and, I can follow him to his little home...introduce myself to mommy and daddy. And then… AHAHAHAHAHAHAHAHAHAHAHA!!!!!!!!

SCREEN WIPE - CUT TO:

INT- DAILY BUGLE- Jameson’s ofice.

JAMESON: Listen, I don’t care how you do it, but I want more and better pictures of this Green Goblin, and I want em now! [slams phone] Where’s that blasted Parker when I need him…[looks back] what ? who? ..how did that window get open?

Spider-Man has slipped in and is now on the ceiling.

SPIDER-MAN: [upside down] Hiya Sunshine!

JAMESON: Spider-Man! You're trespassing. Why I oughta...

SPIDER-MAN: Aw, that’s not happiness to see me JJ. You wound me.

JAMESON: What are you doing here…what do you want?

SPIDER-MAN: I’ll keep it short brush-top. No er... pun intended. I read your little front page "editorial" this morning.

JAMESON: So?

SPIDER-MAN: So, this... "Green Goblin"... he’s no hero. Just wanted to save you any further embarrassment.

JAMESON: Really, and how would you know?. Aren't you just jealous since he publically humiliated you?

SPIDER-MAN: Listen, Jonah.. [hops down from ceiling] Say what you want about me. I really could not care less. But the Goblin…he’s a nutcase…a cold-blooded killer. And He's out to control all of the crime organizations in the city.

JAMESON: Is that so? If you ask me, all you costumed freaks are the same. What makes him any different than you? Besides, I have a responsibility to my readers to inform them. Everyone wants to know about the Goblin.

SPIDER-MAN: Alright,[jumps to window] have it your way "Pops". But don’t say I didn’t warn ya.

JAMESON: Hey! [stands up] Come back here! What else do you know. Like...who is he? Where'd he come from? I want answers!

SPIDER-MAN: Answers? Why don’t you just publish your editorial based on assumptions, like you always do.

JAMESON: Don’t you talk down to me. What I print is the truth, and you know it.

SPIDER-MAN: Jameson?

JAMESON: Yeah?

SPIDER-MAN: Sit on it. [He shoots a web cushion in Jameson’s chair and then, pushing him by the head sets him down and on to his chair, leaving him stuck].
Like to stay around and rap, but unlike you, I've got places to go, people top see.. Bye "lover". Call me. [swings away]leaving an enraged J Jonah Jameson stuck to his chair].

Betty Brant comes in...

BETTY: Mr Jameson, have you forgotten your meeting with the Merchant's asssociation at 11:00?

JAMESON; : er… I’m not going to be able to make it Miss Brant. Reschedule it... and I won’t be going out for lunch either. I’ve got some... personal matters to attend to. Can you hold all my calls?

BETTY: Yes, Mr Jameson, [gives strange look and walks out]

Jameson continues to struggle, then throws his face in his hands.

3-4: Second Chances

EXT. FOREST HILLS- Outside Parker home

We see two women walking off out of frame as Peter Parker approaches and enters his house. Aunt May is "busying" herself" i.e. fluffing pillows and dusting.

INT. PARKER HOME

PETER: Hi Aunt May. [pauses] Wait, be still. [another pause] Aren't you just the most gorgous woman in Queens. [big grin]

AUNT MAY: [giggles] Oh hello dear.

PETER: So nice to see you well. I'm glad you took Dr Bromwell's advice to try and take it easy. What's that smell?

AUNT MAY: I made cookies. They're cooling.

PETER: Mmmm, [goes to kitchen]

AUNT MAY: [calling out] Oh, but not now, you'll spoil your dinner.

Peter comes out eating a cookie, wincing just a bit as it is still hot.

AUNT MAY: You just missed them Peter.

PETER: Missed... who?

AUNT MAY: Anna, and her niece. Remember I've told you about her. Oh, and she was so looking forward to meeting you.

PETER: Me? Why? And yes, you've mentioned her several times.

AUNT MAY: Anna and I simply can't wait for the two of you to meet. "Little" Mary is entering college. Oh she's a free spirit, that one, and pretty as a picture. But Anna insists on her getting her schooling.

PETER: Thats nice Aunt May.

[NOTE: Peter still does not realize Anna's niece and the girl Harry has been raving about are one and the same].

AUNT MAY: Anna was hoping you could show her around campus.

PETER: er...OK. You mean she's going to be attending ESU?

AUNT MAY: That's right dear. She's using some community college credits to transfer full time. Anna is thrilled. And besides, what could a little "feminine company" hurt?

*Doorbell rings*

PETER: [thankful he's been "saved by the bell" from discussing his love-life with his aunt] I'll get it Aunt May.

He opens to the door to see Gwen standing there...

PETER: [surprised] Gwen?

GWEN: Hi Peter. [after what seems like an eternity] Can I...come in?

PETER: Sure. [motions her inside and closes the door] Gwen, this is... my Aunt May. Aunt May, my friend, Gwen Stacy.

GWEN: Nice to meet you m'am. Peter has told me so much about you.

AUNT MAY: Yes... well, its... nice to meet you too dear. [hesitates and looks at Pete].

(She'd like to say he's told her so much about her, but can't.)

PETER: [shrugs] Gwen is my study partner from school, you know the one I told you about? [nods slightly]

AUNT MAY: Oh, yes... well, I'm sure you two have important studying to do, so I'll just be in the kitchen. Will you stay for dinner Gwen?--

PETER: [emphatically] No.

Both Gwen and Aunt May look at him sharply following his knee-jerk response.

GWEN: Actually, I can't stay long, but thank you Mrs Parker.

AUNT MAY: Well alright, if you're sure, and please... call me Aunt May.

GWEN: [blushes] Thanks "Aunt May".

Peter gives his Aunt kind of a "leave-us-alone" look. She walks off with a knowing smile on her face.

PETER: Gwen, let me ex-

GWEN: No, its alright. You don’t have to. I was being selfish, and worse...I was hateful. I never even gave you a chance to explain. Its just... I really was worried. And I think I frightened myself a little because…

PETER: Because why?

GWEN: Be—cause, it surprised me to find... I cared so much.

Peter smiles.

GWEN: See, with Flash, well, He was always there… whether I really wanted him to be or not. And You…Peter… I... its like... [lowers head with a subtle, shy laugh]

PETER: [another smile]I...uh... think about you too Gwen…alot. Listen, I really am sorry. My job can be somewhat…unpredictable. I mean when something happens--

GWEN: I know, you’ve got to be there to cover it, but a part of me wishes you…well... got paid to be just a science nerd. [playfully shoves him]

PETER: that’s what school is for…and I have to pay for it somehow. Then there's Aunt May's medical expenses... Besides I really enjoy photography.

GWEN: Daddy says you enjoy following Spider-Man around; catching him in action... that you're really good at it. He’s quite impressed with you Mr Parker.

PETER: [shrugs and grins] I suppose that’s not such a bad thing, is it? Having the father of the girl you’re crazy about actually like you.

Gwen smiles bashfully. Peter beams. Not only has Gwen forgiven him, but Captain Stacy has taken a liking to him.

CUT TO:

INT. OSBORN MANSION- Norman’s Study

Harry walks in.

HARRY: Dad?

NORMAN: [short] What is it Harry... I’m busy.

HARRY: Nothing…I just…wanted to congratulate you on the award and to…

NORMAN: [gruffly] Its well deserved. You know how hard I’ve worked….how much I’ve sacrificed [Looks up with angry expression; beads of sweat on his forehead]

HARRY: I know, I know. Take it easy Dad.

NORMAN: Easy…EASY? That’s you kids’ problem today. Its EVERYONE'S problem. Everything’s too easy. You haven’t had to work for anything.

HARRY: Y-you’re right. I-I’m sorry.

NORMAN: My father squandered everything his father accomplished. Forty years of hard work wasted away in a fraction of the time. It took me years of late hours and weekend business meetings to get back what you see here…what you take for granted.

HARRY: I-

NORMAN: You’re just like him, you know…lazy... weak. [pounds fist on table] I’ll be damned if I let you do what my father did to the family name. You have alot to prove to me boy. Now get out! The sight of you makes me sick.

Harry, completetly taken surprise by his father’s sudden mood change and with a slight tear in his eye, slowly leaves the room. Norman wipes his brow with a handkercheif. His hands are trembling. He looks at the closet, and runs his fingers through his hair. Norman throws his head back as if in unbearable pain, and clenches his fists….

3-5: The Banquet

EXT. MIDTOWN MANHATTAN -Night

(shot of Club Quarters Luxury Hotel)

INT. CLUB QUARTERS HOTEL- Dining Room

It is an evening gown/coat and tie affair at the Midtown Executive Club's annual Businessman of the Year Dinner. Everyone is there including Jameson, Captain Stacy, and of course Norman, along with many of the city's more prominent business men, philanthropists and socialites. Harry has brought a date. Peter and Gwen enter together. She looks absolutely stunning in a white evening gown, weaaring her hair up. Peter appears to be "walking on air", just to be beside her. Captain Stacy looks on proudly as he see his daughter enter. Even Norman can’t resist casting a glance.

The Captain walks up to the couple and takes Gwen by the hand.

CAPTAIN STACY: Sweetheart..you look beautiful

GWEN: [giggles slightly] Thank you Daddy, but I would expect you to say that.

PETER: Doesn’t she sir? I feel like the luckiest guy in the world.

CAPTAIN: You are [chuckles] How are you Peter?

PETER: I’m fine sir. [shakes his hand]

Meanwhile Harry is dragging his date through the crowd in an attempt to introduce her to his father.

HARRY: [barely audible] C’mon. [leads her by the hand].

We see the Captain from behind with Peter and Gwen when a hand taps him on the shoulder. It is Norman Osborn.

NORMAN: George, my good fellow, [knowingly] who, pray tell, is this lovely creature, certainly not the shy little bookworm with glasses that I remember. [smiles]

(He appears to be in a very pleasant mood, and is quite charming.)

CAPTAIN: Gwen, you remember Mr Osborn.

GWEN: Yes, of course. Congratulations on the honor Mr Osborn.

NORMAN: Ah, it was nothing. The club has to give this thing to somebody. [pauses] Well... what have we here. Peter Parker. Escorting Miss Stacy? You’re just full of surprises aren’t you. [extends hand]

PETER: [nervously shakes his hand taking note Osborn has never been exactly "friendly" with him]. I g-guess so sir.

(NOTE: Norman, in his full-on "regular" persona does not trigger Peter's Spider-Sense).

Harry interrupts.

HARRY: Dad…been trying to get a hold of you all evening. I’d like you to meet Jessica.

NORMAN: [continuing to "eye" Gwen] Pleased to meet you young lady. [returns his attention to Peter and Gwen] So... tell me Parker, how did you win the rights to such a lovely escort for the evening?

GWEN: [speaking up] I’m not a prize Mr Osborn. And Peter’s here to take pictures for the Bugle. I’m just accompanying him.

NORMAN: [his smile disappearing at her apparent "freshness"] Photography hunh?

Peter nods.

NORMAN: [smile returns] Well, just be sure and get my good side.

J Jonah Jameson walks up.

JAMESON: That’s right Osborn. [boastfully] Parker here is my #1 action photographer. Only one I count on to bring me newsworthy photos of that menace...Spider-Man...[pats Peter on the back]. Isn’t that right m’boy?

Peter looks at Jameson witth an awkward smile.

NORMAN: [lightly stammering] S-sp-p-ider-Man?

JAMESON: Yessiree, course his style could use a little work..a bit rough around the edges. But no one seems to come up with the pictures Parker does.

Peter smiles sheepishly. He knows Jameson is just using the opportunity to make his own self look good. Norman is suddenly quiet.

CAPTAIN STACY: You alright Norman? You look kind of pale all of a sudden.

NORMAN: [one more glance at Peter who is still beaming] Yes…yes, I’m fine. [abrubtly] Now…if you will excuse me…I believe that I am needed elsewhere... [walks off]

GWEN: Wonder what got in to him all of a sudden.

JAMESON: Oh, he’s probably just nervous about his speech. I always get jittery when I gotta do these things. [like he gets awards all of the time]. Parker! This isn’t a "garden party" for you. Get to work. I think they're about to begin. And you had better not miss anything.

PETER: [coming "back to earth"] Yessir.

INT. THE HOTEL- VIP Washroom

Norman has left the room and is rinsing his perspiring face. He looks up in to the mirror and rinses once more. Then we see a familiar grin run across his face.

WASHROOM ATTENDENT: Everything OK sir?

NORMAN: Yes...yes, fine. Thank you. [Leaves, dropping a dollar in the box]

INT. HOTEL- Corridor

Norman runs out in to the hall. Leaning back against the wall, he doubles over from pain in his stomach.

NORMAN: No!...not now... [now grabs head with both hands].

INT. HOTEL- Dining Room

PETER: I better go take my place. Looks like things are about to start.

GWEN: OK, handsome. Guess I'll just have to sit with the next best thing in the room. [motions towards her dad].

Harry looks around for his father and cannot locate him...

CUT TO:

INT. FOREST HILLS- Parker home.

May appears to be feeling a little dizzy/weak. She sits down. The phone rings.

MAY: Hello? Oh, hi Anna...

(we hear a voice over the phone, but cannot really make out what it is saying.)

MAY: Nothing...just resting a moment. I was feeling a little weak. (phone voice) No, he's not here. He had to work, covering some sort of business function for the paper. (phone voice) No really... I'm fine. (phone voice) That sounds nice. But I should wait for Peter... (phone voice) Well, I suppose. [walks over and reaches into desk drawer].

INT. HOTEL- Dining Room

The guests are all seated. Gwen sits with her dad. Peter is standing off to the side with his camera in hand.

The Club President William Franklin is finishing his introduction.

WILLIAM FRANKLIN: …as Chairman and CEO of Osborn Industries, not only has he overseen growth and prosperity like few companies in our area. But in addition to government contracts and success in the fiscal realm, he has also been instrumental in the betterment of our community. Just this past year he spear-headed a movement that provided the donation of a new youth basketball court facility in Midtown Park... Corporate visionary, community activist, and family man...Ladies and gentlemen I give you…the Midtown Excecutive Club’s Businessman of the year… Norman Osborn!

*Applause*

shot of Harry, and then of Peter readying his camera, but no Norman...

FRANKLIN: [as he is applauding, then pauses]. Norman, come on up here now. Don’t be shy.

*whispers from the audience*

FRANKLIN: [chuckles] Norman? [whispers to side] Where is he?

We see Peter get that familiar "look"... that slight "pain" in his head, indicating his Spider-Sense is reacting.

Sudden *MASSIVE EXPLOSION* in the window sends glass and debris flying everywhere.. The crowd screams in terror. Peter looks through thrown up hands. The Goblin appears, flames and smoke surrounding him...

The crowd scatters in panic. Peter uses the moment of confusion to run off.

GREEN GOBLIN: [laughter] He’s here! Where is Spider-Man?! [looks around room].

FRANKLIN: [rising slowly up behind podium]S-Spider-Man? This is a private function . He isn’t here.

GOBLIN: Oh..but he is [continues to look around] I assure you.

SPIDER-MAN: [appears suddenly... careful to come in the window the Goblin did so it appears he just arrived] What’s the matter Goblin? Upset you weren't invited or something?

GOBLIN: The only invitation I'm concerned with is … the one to your FUNERAL! [hurls pumpkin bomb]

Spider-man dodges the attack.

SPIDER-MAN: [to himself] Whoa! I think he means it.

GWEN: Peter! [looks frantically for him]

JESSICA (Harry’s date) He seems to uh, have diappeared.

HARRY: Yeah. [looks around] [under breath] Dad...

Spider-Man continues to dodge the Goblin’s assault.

JAMESON: [looks around as well] Where’s Parker? [ducks] He better be getting some good photos of this.

Suddenly The Goblin fixes his sights on Gwen...

GOBLIN: Well hello missy. Have you seen Spider-Man? [laughs]

CAPTAIN: [Putting himself between his daugher and the madman]You stay away from her!

GOBLIN: I didn’t ask you, old man. [with one swipe, knocks Stacy backward, hard into the wall unconsious].

GWEN: Daddy!!!!!

SPIDER-MAN: Hey! Loud green and ugly. I'm the one you want. [looks over at the limp Captain lying against the wall] Leave the bystanders out of it. This is between you and me. [lunges at the Goblin]

GOBLIN: Right.

The Goblin fires several sparkle rays as Spider-Man dodges each one. He grabs a chandolier and manages to kick the villain in the face, knocking him off his glider. The Captain continues lying motionless in the corner. Gwen, frozen with fear, is desperate to attend to him but is unable to get there... Spider-Man approaches the Goblin from behind who appears stunned and is on his knees. But suddenly he whirls around and tosses some sort of boomerang that hits the hero in the head, knocking him off balance..

Taking quick advantage and cackling wildly, The Goblin reassumes his glider and flies back out the window/hole he came in. Spider–Man leaps to the window to find the Goblin outside just hovering there, as if waiting for him, and is caught off guard.

GOBLIN: Didn't expect to see me soon eh?

He tosses a pumpkin bomb at point-blank range that erupts in a powdery cloud in the web-slinger’s face.

SPIDER-MAN: [chuckles]. What's wrong Gobby, you outta toys or was that just a dud? Its only powder...

GOBLIN: [Laughs] You'll see. [throws a barrage of razors].

Spider-Man dodges and leaps to another building landing gracefully as usual, before suddenly sliding downward...

SPIDER-MAN: Hunh? Wha-??? [drops]

GOBLIN: [cackle] Whats the matter Spider-Man? Losing your grip…on reality? HAHAHAHAHAHAHAHA!

Spider-Man drops several stories and lands in a dumpster below. He comes out with trashy debris hanging from him.

SPIDER-MAN: [to himself] He’s…done something to me….I can’t …stick.!

GOBLIN: [circling above, cackling]Once again, I have proved I am your greater. You look so helpless down there Spider-Man! Or should I say… Peter Parker? [laughs].

SPIDER-MAN: Laugh Goblin, while you still can,

GOBLIN: Oh, but the fun is just beginning Parker. The night is still young. I have so many places to go; people to visit. And… I think… I’ll start with your dear sweet aunt. [laughter]

SPIDER-MAN: Noooooooo! Leave her out of this…you manicac.

GOBLIN: [mockingly] Awww, You’re right…Perhaps I should just wait and pay a visit to your little girlfriend, Miss Stacy instead.

SPIDER-MAN: You lay a hand on... either…or so much as look at them the wrong way Goblin, I swear, I’ll kill you!!!

GOBLIN: [cackling] I’d like to see you try boy. [tosses another sense-deadening "gas ghost" at him] Take Care! [ flies off laughing madly].

SPIDER-MAN: [coughing] Great… more of that goofy tranquilizing gas. Least I know what he meant by that "secret". [cough] Must...get... to... Aunt May. [stumbles awkwardly out of dumpster and groggily watches the Goblin disappear in to the night].

CUT TO:

INT. HOTEL –Dining Room

Gwen holds her unconcious father, as others emerge from under tables and chairs.

GWEN: Dad, DAD!…Can you hear me? … Daddy...?

JAMESON: [to club member/associate] Bob! Do something. He's hurt.

A man, ("Bob") who is apparently a doctor administers to Stacy.

ROBERT (Bob) JENKINS: Easy Miss Stacy.

GWEN: But he..he's bleeding!

JENKINS: [kneeling]I know. Appears to have a severe concussion. He needs to lie still.

JAMESON: [to Gwen] Its ok, my dear the ambulance is on its way. [wraps his jacket around her]

Two police officers along with hotel security arrive.

OFFICER: No sign of Osborn anywhere

CLUB MEMBER: [frightened] M-maybe... the Goblin got him.

FRANKLIN: But what would that, that ... criminal want with Norman?

OFFICER: Don’t know, My main concern right now is getting the Captain to a hospital… and fast. Hang on George ole buddy. We're going to get you fixed up.

Jameson has his arm around Gwen as she quietly sobs, looking at the still body of her father. Harry gazes out the damaged window into the night as we hear the sound of an ambulance siren…

3-6: Homefront

EXT. FOREST HILLS, THE PARKER HOME- Night

Spider-Man, now dressed as Peter Parker drops steathily out of a tree in the front yard of his house. Most of the lights are off and things appear quiet.

PETER: SPider-sense is quiet.... Guess that means everything is OK.[sigh of relief] Doc said a sudden shock could …well [shudder] (NOTE: reference to surgery from episode one, Attack of The Octopus) Just run in and check on Aunt May real quick, then…[implied] (check on Gwen and find the Goblin)

Shot of back of Peter’s head as he enters the door…followed by the now familiar whirring of a twin-jet turbine engine and twisted bone chilling laughter.

PETER: [turning around] You!! Not here. Not now! [his face is full of fear, not so much for himself but for the lady inside who’s been like a mother to him].

GOBLIN: You didn’t think I’d find you boy? Well you led me right "home" you fool. [laughter] May I…uh… come in? [more laughter]

PETER: I don’t know how you tracked me here laughing boy, but this stops...now!

GOBLIN: Oh, but I agree Parker…I agree. [cackle].

Peter instinctively reaches out 2 hands and attempts to fire his webbing, when he realizes he’s taken his webshooters off. He has to take quick evasive action to avoid the Goblins sparkle blasts by cartwheeling across the yard. Meanwhile smoke from the glider has created a sort of screen in the yard, making it difficult to see.

PETER: Cant…see. And... gas…must have done something to my…

The Goblin swoops in for a hellacious punch, sending Peter flying in to the side of the house.

GOBLIN: Haha. Not quite as quick are we? How did that feel? [laughs]

PETER: Like I want to twist your head off.

At this point, knowing that she probably hears, and desperate just to qet to her, Peter attempts to crawl in to the house and save his Aunt. Inexplicably, the Goblin withdraws, fading into the smoky haze. Peter runs desperately into the house and up in to the room. Aunt May is gone. Through a window he manages to glimpse a view of the Goblin flying off laughing.

PETER: [opening window and yelling] What have you done with her! WHAT HAVE YOU DONE WITH HER GOBLIN!

GOBLIN: [laughs] You pathetic idiot, I dont have your Aunt. [cackle]... Or do I? [more laughter] But now, I believe, its time to visit your other "loved one"... [flies out of sight]

Peter, in a complete and total panic over his missing Aunt does a quick search upstairs, then runs back downstairs where he finds a note...

THE NOTE: Dear Peter: Went to Anna's for the night. Food in the fridge. Will be home tomorrow. Love Aunt May.

Breathing a huge sigh of relief, Peter then realizes what the Goblin just said.

PETER: Thank. God. [gasp] Oh no! Gwen.

He "slaps" on his webshooters and runs out of the house, trying to put his gloves back on. Suddenly from out of the darkness, a huge metal "snake" lashes out and wraps itself around him.

GOBLIN: Gotchya! [pulling it tight]. Ha! So predictable. Now... shall we go visit the tart, or should I finish you off and let you spend eternity thinking about how I torured her afterwards. [laughing] Decisions, decisions.

PETER: Your insane!

GOBLIN: Am I now?

The Goblin secures the cable in his hand, flies off laughing with Peter Parker in tow; helpless and exposed....

3-7: A Daughters Love


INT: COUNTY HOSPITAL- Hallway

Gwen sits with Harry and his friend Jessica, on a row of chairs. A nurse comes out and approaches them.

NURSE: [solemnly] You can see him now.

GWEN: Is he...alright?

NURSE: Your father has been concious...in and out, but he's sleeping now.

Gwen gets up and looks back at her friends.

HARRY: Its OK, gal. Go on, We'll be here.

GWEN: Thank you Harry. Thats so sweet. And...you'll try and...

HARRY: Reach Peter? Of course. I've already tried his house several times. Don't worry. He'll show.

Gwen walks on with the nurse.

HARRY: [to Jessica] I don't get it. I mean, where could he be? Its like he just disappeared, ducked out at the sign of danger…

JESSICA: Didn't you say he takes those pictures of Spider-Man ? Doesn’t sound like a chicken or anything to me. And Its awful nice of you to be here for Gwen, especially when...your father...

HARRY: I guess... you’re right. And I’m not worried. Dad has this funny way of disappearing and then showing up again. Coming and going as it suits him.. He's like a bad penny. He’ll turn up. [looks up with a somewhat doubtful espression on his face.]..

JESSICA: You don't think that... goblin thing got him do you?

HARRY: No…he’s either at the office working or home fixing a drink.

CUT TO:

EXT. OVER EAST RIVER – Night

The Goblin soars across the night sky leaving Queens for Manhattan, looks back at his helpless prey and laughs madly, flying off leaving a trail of smoke.

CUT TO:

INT. COUNTY HOSPITAL- Captain Stacy’s room

George Stacy lies asleep, with an IV, and a bandage on his head. Gwen sits at his side.

GWEN: Oh Daddy. [takes his hand] Please be alright. [crying slightly] You’re all I’ve got left in the whole world. *sniff* I can barely even remember mom now. I don’t know what I’d do without you. It’s the only reason... I was so angry about...you... continuing with the force…and hiding it from me. I was selfish *sniff* …only thinking about myself, because I…I didn’t want anything to happen to you. I didn’t want… to be alone.

The room is quiet as we see closeup of the the Captain’s face, still…expressionless.

GWEN: When you wake up. We’ll talk. I just want you to be happy daddy. The irony is...this didn’t even happen on the job…and neither did the robbery on 5th avenue. I guess the point is…I can’t control fate. There are manicas running around everywhere, like this goblin…like Spider-Man. So, I want you to know. I ‘ll support your wishes in what ever it is you want to do. Have... to …learn to let go. [wipes tears] Just promise me…please, please don’t leave me. Don’t leave me Daddy.

She rests her head on his chest and sobs.

3-8: In The Demon's Lair

INT. GOBLINS HIDEOUT- warehouse, Lower East Side

Camera pulls out to reveal Peter Parker regaining consiousness. Wearing torn street clothes over his costume, he is restrained in a reclined postion in what can only be described as a cross between a slab and a dentists or optometrist's chair. At any rate it has him fully incapacitated.

(We see much more detail of the room this time. It is an Osborn Industries warehouse, [most likely in Lower East side but could be Brooklyn for all Spider-Man knows]. However it has been "renovated to be much more than just a "warehouse". One entire wall is an electronic panel, that looks to contain a mainframe along with video monitors and equipment as well as all kinds of lights and switches. Looking closer we can see a makeshift lab complete with vials of chemicals, along with larger chemical containers and barrels on the floor. In another section in the background is what looks to be a "machine shop").

The Goblin's back is to Peter, as he appears to be tinkering with some equipment on a large table. Seeming calm and "contained" for the first time, he turns around to see Peter reviving.

GOBLIN: Ah, the little spider is awake. Welcome back to the land of the "living" Parker. [holds a metal wristband in his hand]. Most impressive, these "web devices" of yours. Crude, but definately brilliant considering your limited resources.

PETER: [sarcastically] That means alot coming from you. [struggles] Toy man.

GOBLIN: [cackles lightly] You do not like my toys. I am offended. I worked so hard to make them enjoyable for you.

PETER: Spare me the babble Goblin. What are you going to do ? Why don't you just let me go and we'll settle this man to freak... or else just go ahead and finish me off.

GOBLIN: Patience son. In time, in time. You're a fascinating creature Spider-Man. I intend to take every opportunity to study your... abilities youir speed, your agility. All could be beneficial to me. When I have learned all I require...well [cackle]

PETER: Don't expect my cooperation you lunatic.

GOBLIN: Its not like you have much say so is it now... strapped down to that chair. I already have a sample of your blood Parker, and anxiously await the results. Perhaps in it there may be a...

PETER: A what?

GOBLIN: a cure... for this [points at his face]

PETER: What... what happened to you. I mean... What are you?

GOBLIN: Remember I told you I had died Parker? I am now...neither dead nor alive. [As He adjusts some buttons on the control panel]. My only goal is to serve my master... to protect and insure his betterment.

PETER: That's some imagination ya got there Gobby, I'll give you that. Why don't you stop with the "ghost stories" and tell me the truth.

GOBLIN: The truth? Be careful what you ask for Parker. [tosses web-shooter on table and walks over to Peter]

PETER: Go ahead big boy. I’m not going anywhere for awhile.

GOBLIN: [chuckles] No, I suppose not...[pause] Over the last 2 years there has been an increasingly powerful organization of crime gangs in the city, spearheaded by one man, known only as …The Kingpin. Using fear and intimidation, he slowly gained control of the gangs one by one.... and has managed to unite their efforts quite efficiently.

PETER: And he’s this "master" you refer to?

GOBLIN: [cackles] Hardly. The Syndicate controls everything from routine gambling operations and prostitution to all shipments of Crack/Cocaine in and out of New York Harbor, as well as all the airports. And even worse... prescription drug rings that are manipulating and controlling our youth.... insuring the ready, unlimited availability of substances like Oxycontin, Vicodin etc... But I digress...

I was working on a… project along with my partner on a top secret government project. High pressure…short deadline. I handled the business end and my partner the technical aspects. In stupid act of desperation he made a deal with this... Kingpin, to aid him in gaining access to rare, and highly dangerous toxins, by smuggling them in to the country as means to speed his research. I objected. He insisted, saying it was the only way we would meet the deadline. Reluctantly I conceded, or rather "looked the other way". But the Kingpin was interested in access to our company... to my Employers records... his secrets. He wanted the company for himself, as I suspected... and as I warned my foolish partner.

PETER: Who are you? Who do you work for?

GOBLIN: [Ignoring the question, lost in his "story"] So I took matters in to my own hands. Informing my employer of my partner's betrayal, he was disposed of, and I proceeded with his research. But in his haste, he was careless, and overlooked certain details that would prove to be vital, as I would learn later at my own expense. Due to his stupidity, the initial test-run went terribly wrong, and I was left.. like this. [looks at hands]like… some sort of monster.

PETER: So you went after the Syndicate for revenge.

GOBLIN: Yes and no. All is not as it would seem young man. You assume much. I did seek revenge on the Kingpin and his organization, it is true. And under the guise of one who desired to take it over, I attempted to get it. But as a former respected member of the community and everyday "normal", honest citizen I had loathed the Syndicate and what they stood for. I wished to bring it down…from the top.

PETER: Really, now why don’t I believe you?

GOBLIN: [cackles] Why don’t you ask your reporter friend?

PETER: Leeds! What's he got to do with this?

GOBLIN: After years of following them, studying them he became obsessed. He hated them as much as I…maybe more. Came sniffing around too close one time. Thought I was going to have to eliminate him.

PETER: and Macendale?

GOBLIN: Pitiful excuse for a mob "hitman", former "GI Joe" gone bad. He and Leeds go way back. Macendale even worked for me at one time... how I got some "insights" into the Syndicate. But he was weak... a piece of human garbage. I detest weakness Parker. Its one thing I will not tolerate. And it’s the one thing…the only thing I admire in you Spider-Man. You are not...weak.

PARKER: Which brings me to my next question. Why me. Why make this personal?

GOBLIN: Because… [clenches fist as some anger comes back into his voice] You interfered, threatened to ruin my whole carefully plotted plan, the one I spent countless hours developing.

PETER: And how did you— ????

GOBLIN: Learn who you are? Please, Parker, don’t be stupid. I defeated you…easily. You don’t think I took a peek under the mask?

PETER: So you followed me to Osborn’s award dinner. Why? Why not on the street, out in the open.

GOBLIN: [cackles] Because, Peter, my dear boy..

The Goblin reaches up to his neck and slowly peels a skintight latex mask off revealing himself for the first time, as Norman Osborn.

GOBLIN: I was already there.

PETER: [SHOCKED] Mr… Osborn??!!

OSBORN: [laughs] Surprised are we? I warned you. I had seen your face. But it was only when that dolt Jameson mentioned the pictures of Spider-Man, that I realized the truth.

PETER: The accident... Your office. I pulled you from that building. I saved you.

OSBORN: [pauses] I…don’t…remember.

PETER: Mendel Stromm, he was your partner! You…killed him.

OSBORN: Oh no... no. You might say poor old Mendel died of a guilty consious.

PETER: [struggles] How could you do this…to Harry?

OSBORN: No…don’t mention that name. I don’t want to talk about him. The accident. It made me smarter, stronger, than I could ever imagine. I felt an unlimited potential just within my grasp. And then... you... I went after the van to lure you out, to use you as leverage.

PETER: But you attacked that innocent girl, tried to kill her.

OSBORN: I never intended to hurt the girl. I knew you would save her, leaving yourself vulnerable to my attack. You're talented Spider-Man, but no match for me.

PETER: Right, no match.. Just enough to keep you from getting what you want.

OSBORN: [flash of anger] Don’t remind me of that!!! You fouled things up, yes. But each time I was able to get the best of you.

PETER: [seeing he’s becoming increasingly enraged] Right, you just keep on telling yourself that Goblin. I bet Harry's real proud of you about now.

OSBORN: Stop it!!!! I warned you. Do not bring up...

PETER: Your son ?

OSBORN: Noooo. [grabs head] gghhaaa!

CUT TO:

INT. COUNTY HOSPITAL- The Captain's room.

Gwen is sitting in a chair next to the bed asleep, her head lying on the bed next to her father. There is a knock on the door and she awakes suddenly, sitting up. Harry sticks his head in.

GWEN: Wha?... Harry...

HARRY: Hey, sweetheart. Listen, we're going to cut out. I need to take Jessica home. Will you be alright.

GWEN: S-sure. Any word from Peter?

HARRY: No. I left a message at his house, so hopefully he'll get it soon.

Gwen looks even more disheartened.

HARRY: Look, I'm sure he just...well...[looks down] He probably just followed Spider-Man and...

GWEN: [changing subject] What about your Dad?

HARRY: Nothing... yet. But he's fine, I'm sure...Now get some rest. Goodnight Gwen.

GWEN: Goodnight. Oh and Harry...

HARRY: Yeah?

GWEN: Thanks

Harry smiles, closes the door quietly and leaves...

3-9: Reckoning

INT. THE GOBLIN'S HIDEOUT- Osborn warehouse, Lower East side of Manhattan

The Green Goblin, unmasked and revealed as Norman Osborn, is still standing over a restrained Peter Parker, who is wearing tattered street clothes over his costume. Peter continues to antagonize Osborn, noticing he is particularly "stung" at every mention of his son.

PETER: You know… Harry is probably sitting at home right now, worried about you…wondering where his father is.

OSBORN: Don’t try and trick me. Your dime store psychology will not work on me Spider-Man. My mind is clear... focussed. Your pitiful heckling cannot detract me from my ultimate goal.

PETER: Puh-leeeeze. You gotta be quoting directly out of the Corny Super-Villains's official handbook. Face it. You’re a joke, Goblin. You've only been able to escape me through cheap parlor tricks, and gimmicks, like that lame knockout gas. Now you've got me tied up. What’s the matter. Afraid of me? [struggling and looking down at restraints.] Clearly.

OSBORN: No! That's a lie! [shaking fist, his voice growing angrier] I could have easily crushed you many times over by now.

PETER: Right. You’re really something Osborn. If you only knew what Harry thought of you, how much he looks up to you, how much he cares. You don’t deserve a son like him.

OSBORN: H-H-arry?

PETER: He idolizes you. Spends the majority of his time trying to live up to your expectations.

OSBORN: [pausing] He… does?

PETER: Its true. He talks about what a great man you are. How smart, driven, even generous, when you want to be... How much he wishes he could be just like you. But you... neglect him, take him for granted.

OSBORN: No. I've worked hard to provide for him... you think it was easy? I--ahhhhghh! Stop… confusing me![grabs head]

PETER: Let me go and I’ll take you to him.

OSBORN: I-I DON’T THINK SO.

PETER: You’re not well. The accident…you need help.

OSBORN: [cackles] I don’t need your help, yours or anyone’s. Not when. [puts mask back on] I have the power of…The Goblin![laughs] Look carefully Parker, for this is last face you will ever see.

PETER: Lucky me. [struggling and sensing an increasing madness in the Goblin's tone] Maybe you’re just too scared to let me go cause you know I’d wipe the floor with ya.

GOBLIN: NO!... Its not true. I was always your better. [reaching for lever]

Rattled by Peter's taunts, The Goblin suddenly pulls a lever, releasing the heavy metal clamps that restrain him.

GOBLIN: I'll prove once and for all, that... I am your Master.

Peter is startled, but relieved to be free. He is also still somewhat groggy.

PETER: [grunt] Alright, lets finish this...

GOBLIN:[ hissing] No! not like... this. [tosses the Spider mask at him]. I want to defeat you as I’ve known you… as Spider-Man, not as some puny teen-ager!

The Goblin makes a sudden, aggressive move in the form of a flying leap towards Spider-Man, knocking him on his back. The hero kicks him back behind him, then flips himself up in to a standing position. The Goblin, with matching agility rolls up standing as well. Punches are exchanged, but Spider-Man seems the less aggressive one now that he knows he his fighting his best friend’s father, and that he may be sick. Carefully, he flips up in an aerial somersault over his foe, landing with a roundhouse kick to the chin, that sends the Goblin reeling. But the criminal quickly retaliates with a kick of his own to the hero’s midsection.

More punches are traded, and the Goblin lands a couple of wicked blows. The two join in a standing arm-to-shoulder gridlock, that amounts to a battle of strength and sheer determination. The Goblin manages to break one arm free and blasts Spider-Man in the face at point–blank range with a sparkle ray. He yells out in pain, grabbing his face as the Goblin uses the opportunity get to the control panel on the wall. He pushes a button and a panel in the wall opens, revealing the glider. A door comes down placing the glider flat on the floor, ready for mounting. (kind of like how a bed comes out of the wall of an apartment).

He jumps aboard and with a movement and adustment of his left heel, he releases it from the "hangar" and starts the engine..

GOBLIN: [laughing] Much better.

He flies around leaving Spider-Man with a face full of heated exhaust. Seeing that his opponent is "on his heels" The Goblin throws a series of "razorbats" at the hero, who desperately tries to dodge them. He manages to acrobatically elude some, but the remaining ones tear through his costume, leaving tell-tale bloody "slits", causing him to yell out loud in agony.

The Goblin continues to fly around the room, cackling and tossing different "toys" for Spider-Man to deal with; a seemingly endless supply, one round after another.

Finally, capitalizing on a moment of the villain's carelessness, Spider-Man is able to leap and grab a hold of the Goblin’s bag, which is of course connected to his shoulder. In effect, he "clotheslines" him using the strap around the neck to yank him from the flying machine, sending it wildy spinning off before it crashes in to the control panel resulting in a spectacular display of sparks. Spider-Man is able to retrieve the bag, by breaking the strap.

SPIDER-MAN: Didn't anyone ever tell you Goblin? Tricks are... [throws the bag across the room] ... for kids.

GOBLIN: NOOOOOOOOOOOOO!

Now without his bag of tricks and his glider, the goblin lunges at Spidey and knocks him on his back. He raises his arms for a full sparkle blast to the face, but Spider-Man reaches up, grabs both arms by the wrist and crushes the circuitry within the gloves. He throws him over and behind him. .

GOBLIN: You... you’ve… crushed my blasters...damaged my glider! For that, you’ll pay Spider-Man…with your life!!!

The Goblin pulls a cluster of live wires out of the control panel wall and slings them at Spider-Man like an electrical "cat 'o nine tails". He has to use his spider-speed to avoid contact. Frustrated, The Goblin drops the cables and again dives for Spider-Man landing on top of him, with a "death-grip" around his neck.

GOBLIN: Now, in your last moments of life. I want you to think about defying me... and how you wish it would end here. But it doesn't. They'll be no one around to protect your girl.

Suffocating, and nearly unconscious, Spider-Man reaches for one of the loose cables from the snapping and popping circuit panel board. He thrusts the live end into the Goblin’s midsection which sends him flying back in to the chemistry lab, spilling liquids and igniting a small fire. Taking the full brunt of the electro-magnetic charge, he is knocked completely out.

Spider-Man, catching his breath, cut, bruised and battered, makes his way over to the Goblin.

SPIDER-MAN: Now... let’s... get rid of this halloween mask. [rips the mask off].

OSBORN: W-where, where am I? S-spiderman….wha???

SPIDER-MAN: Osborn. You OK? There was an accident. We’ve got to get out of here. You need medical attention.

OSBORN: I-I... don’t... know... I. [grabs stomach in apparent pain]

SPIDER-MAN: Osborn!

OSBORN: [lifts his head up, smiles and cackles] There is no Osborn…only... Goblin… GOBLIN!!! AHHH HAHAHAHAHAHAHAH!!!!!

Osborn jumps up and kicks Spider-Man under the chin, leaping over to where his bag is. Smoke and fire are all around now. He reaches for a pumpkin bomp, and pulls the pin.

SPIDER-MAN: [his spider-sense starting to return]. No... Goblin, don’t!

OSBORN: DIIIEEE!!!! [throws grenade].

Spider-Man leaps to the ceiling avoiding the bomb before it lands in the lab, setting off an explosion that covers the area below him in smoke and flames.

SPIDER-MAN: Oh no… Harry…

The smoke clears just enough for Spider-Man to see Osborn lying unconsious on the floor, his costume ripped to shreds. The flames have increased and there are still mini-explosions going off all around the warehouse. Spider-Man looksand sees the flames are slowly, but steadily heading for the chemical barrels.

SPIDER-MAN: [to himself] *cough* Is he...? [pause] Almost be easier if he was, but... no. Can't leave... him. Not while there's still a chance...

He quickly jumps down, and kneels beside Osborn, tearing the remains of the Goblin suit off and tossing them in to the flames, as rafters are now beginning to fall.

SPIDER-MAN:[picking him up] Not even sure how you’re still alive fella.

*more exposions*

SPIDER-MAN: Oh boy. Gotta make this fast.

With Osborn draped over his shoulder he leaps up on to a wall and out a window of the warehouse just as a massive, deadly explosion erupts behind them. Ashe and debris chase the hero as he rides the edge of the explosive wave like some supernatural surfer, before landing in the cold confines of the East River.

Seperated in the fall, Spider-Man quickly breaks the surface and looks around desperately. Fiery debris lands in the dark, icy water around him.

SPIDER-MAN: Osborn!!!

3-10: Resolutions


INT. COUNTY GEN. HOPITAL- Captain's room

As dawn is approaching, Gwen wakes suddenly in her chair next to her father's bed. She walks over to the window and looks out at the purple sky...

GWEN: [softly] Peter... where are you?

CAPTAIN STACY:V/O [from the darkness] He'll be here sweetheart.

GWEN: [turns around] DADDY! You're awake. You're alright. [hugs him].

CAPTAIN: Been worse. Some headache I got though. [winces]

GWEN: For a while there, [fighting back tears] I thought I might lose you.

CAPTAIN: Hey girl...you can't [cough] get rid of me that easily.

They continue to hug, as a tear streams down Gwen's cheek.

EXT. THE EAST RIVER- Pre-dawn

Spider-Man is swimming in dark murky waters of the East River, desperately searching for his best friend's father.(note: homage to "Private Ryan" here with POV switching between underwater and carnage above) He finally spots Osborn's body floating... just hanging there still in the waters, eyes wide open in an eerie blank stare. He quickly grabs him and heads for the surface, pulling him up on the docks. We still hear the popping and cracking from the fire and can almost smell the chemicals burning in the air. Spider-Man, himself battered and bruised drops to his knees in exhaustion.

Summoning just enough strength to worry about someone other than his self, he lightly taps the cheek of his frien's father.

SPIDER-MAN: Osborn. Can you hear me?

When there is no response , the hero takes both hands and places them on Norman's chest and pushes deliberately... once... twice... Osborn spews water from his mouth and his eyes blink. finally coming out of that gruesome stare.

OSBORN: H-harry? ... Is that you?

SPIDER-MAN: [under breath to himself] No "warning" from Sp-.... Does that mean... the "danger" is past? [to Osborn] Easy, Mr Osborn. You're injured. Gonna get you some help right away.

OSBORN: S-spider-Man...where...is...my son? [eyes flutter and close]

Spider-Man sincerely believes for the first time all night, that he is now dealing with Norman, and not The Green Goblin.

SPIDER-MAN: Just hang on Norman. Hang on... for Harry's sake.

Spider-Man looks up suddenly at the sound of approaching of sirens.

Police Cars and fire trucks pull up, and men rapidly get to work on the fire.

FIREMAN: V/O There's someone there...in the darkeness!

A police boat also pulls up to the docks. Spider-Man shields his eyes from the bright light.

OFFICER (ON BOAT) [through mega-phone] Don't move!

POLICE OFFICER: [running up] Stay where you are Spider-Man!

FIRECHIEF: [walking up] What happened here?

SPIDER-MAN: This man needs medical attention... now [ reaches in to belt and grabs a spare set of web-shooters, quickly fastening them to his wrists].

CHIEF: [motions] Help over here![pause] Who is he?

SPIDER-MAN: Norman Osborn. He was kidnapped by a criminal called The Green Goblin. Evidently The Goblin was blackmailing him.

another officer runs up.

2ND OFFICER: Its true Malloy. Osborn was abducted last night at the Club Quarters Hotel...dozens of witnesses.

POLICE OFFICER: Where's This Goblin now?

SPIDER-MAN: I'm not sure...think...he was destroyed in the fire... How is Captain Stacy?

OFFICER: They say he's going to be fine. And why do you care? And what's your role in all of this.

SPIDER-MAN: Let's just say... I'm a friend. And sorry, love to stick around and play 20 questions, but I got an important stop to make.

He fires a webline, pulls, back and springs upward and away.

OFFICER (MALLOY): Come back here!

2ND OFFICER: Let em go, John. Can't you see?...' Guy's a hero.

*Camera pulls away as we see large burning flames continue to lick the early morning sky*

INT. COUNTY GEN. HOSPITAL- Captain's Room

Gwen is sitting at her fathers side, who is sitting up and seemingly in good spirits. Peter walks in, holding a small vase of flowers.

GWEN: Peter…

PETER: Hi Gwen. Hello sir.

Gwen runs over and immediately hugs him tight, and then suddenly pulls back and turns away.

CAPTAIN: Flowers... for me? [chuckles]

PETER: A-Actually..[glances at Gwen and blushes]... I’m glad you’re OK sir.[sets vase down on table].

CAPTAIN: Just saw on the news, there, [motions to the TV] where Spider-Man rescued Norman Osborn from that fire. Course Jonah's been blaming the whole thing on the you know who.

PETER: Yessir. [looks at Gwen] I, uh, managed to follow them to Osborn’s chemical warehouse, and got knocked out during the melee. Spider-Man saved both of us.

CAPTAIN: And…the Goblin?

PETER: I don’t think he survived the fire…don’t see how he could have, anyway.

CAPTAIN: Any idea on what The Goblin would have wanted with Osborn?

PETE: No, not really. The police suspect he may have been behind the break-ins at the plant though.[continuing to glance at Gwen] Probably made off with some technology, or industrial secrets and simply wanted more. Who knows?

GWEN: [coldly] How’s Harry?

PETER: He’s OK. I think he's with his dad right now. Gwen I…

GWEN: [interrupting] Guess what. Daddy has finally decided to retire.

Peter gets a somewhat surprised look.

CAPTAIN: Yep. Gonna be spending more time with my pretty young lady here.

PETER: That’s good to hear.

GWEN: I told him I was OK, with staying on.

CAPTAIN: Well… finally realized... I’m getting too old for this stuff Besides...there's enough young, new heros out there to keep things safe. I been hearin a few trout streams callin' my name for a while. Think they'd almost forgotten me.

PETER: Like to try that some time. Used to fish some…when I was a kid... with my Uncle.

CAPTAIN: Nothin' like it.

The Captain feels around, checks his chest, and looks confused. Gwen reaches over on the table and hands him his pipe.

CAPTAIN: [again chuckling] Thanks sweetheart. Can't smoke, but it sure does help to have it.

PETER: Listen… Gwen--

GWEN: We’ll talk later Peter, OK? Its been a long night for all of us.

PETER: Right... well... guess I’ll be off. Aunt May’s probably wondering…

CAPTAIN: Thanks for coming by son.

PETER: No problem. [looks at Gwen who is looking down].

Peter quietly shuts the door and walks in to the hall. He pauses, briefly, slowly then walks away.

CUT TO:

EXT. THE OSBORN MANSION- Evening (Aerial shot)

INT. THE MANSION- Norman's room

Norman is lying unconscious in his bed. Also present in the room are a doctor, a nurse, Donald Menken, and Harry, who is at bedside.

HARRY: I'm here for you dad. Everythings... going to be alright. I promise...

Next... The Conclusion

3-11: The New Girl

INT. ESU CAMPUS- Hallway

Peter walks down the hall. He is carrying some books and a folder. A guy who we may recognize from earlier as a friend of Flash's bumps in to him and he drops the books in the floor. Peter looks back as the guy chuckles and smirks. He calmly bends over to pick them up, when someone walks up.

GIRL: V/O Excuse me.

Peter looks up. We see from an POV facing him at ground level and see the girl's shoes from behind, up to about mid-calf level.

PETER: Yeah? [Gets up]

We now see from behind the girl at her left shoulder level. Peter is practically gawking.

GIRL: Hi there handsome. Mind telling a girl where the office is around here?

PETER: Uh, sure. Y-you go down this hall, take a left down the stairs, then back down the hall and its about midway on the right.

GIRL: [Turns and walks away]. Thanks Tiger.

Peter: [awkwardly "throwing" his voice down the hall] You're, uh, welcome. Name's Peter.

GIRL: V/O [as she walks down the hall] Thanks Petey-O.

Pete, smiles nervously as he watches her walk away.

Peter turns (in opposite direction that MJ left) and continues on down the hall, when he meets an almost jogging Harry.

PETER: Hey, whoah, slow down buddy, you’re going the wrong way.

HARRY: Hey Pete. Yeah, I’m kinda in a hurry. Just found out this morning... they’re sending Dad to this private hospital upstate; some ultra exclusive treatment "home" for the privileged. Supposed to have some of the best care in the country. The Doctors… and also Dad’s chief advisor thought it best.

PETER: [VERY concerned] Oh… uh, how’s he doing… I mean, any improvement?

HARRY: [solemnly] No[pause] Doctor said even if he comes out of the coma, they’re not sure if he’ll… well, that he’ll be the same,…with the…uh, damage to his brain...

PETER: Harry, I’m sorry.

HARRY: Yeah…. [almost to himself] That must have been some explosion.

Harry looks up at Pete who nods nervously and looks away.

HARRY: [forcing cheerfulness] Aw, it'll be alright. Old Norm is one tough SOB. He’ll be back in no time.

(Peter gets that nervous look).

HARRY: Hey…least I’ll get to throw some really great parties in the house, til the old man gets better right? [punches Pete]. That reminds me. Where’s Gwen? Haven’t seen her around much lately. Things OK?

PETER: She’s missed some class, staying home taking care of her father. But… well... to tell ya the truth, I think she’s just avoiding me. And now I got this thing tonight with Aunt May’s friend. She's been trying to fix me up with some mystery girl for weeks.

HARRY: Aw, man. Gwen still sore about your little disappearing act at the dinner hunh? Don't worry, she’ll come around. In the meantime, why not live a little pal. Listen I really gotta run. [pauses] Hey, you know what sucks? Today is supposed to be Mary Janes’s first day here, and I can’t be there to help show her around.

PETE: Er…Mary Jane is coming here?

HARRY: Yeah, her folks are making her. They live out of state. Pittsburgh I think. She’s gonna be staying with her Aunt.

PETER: Did you say… her Aunt?

HARRY: That’s right. Gotta split.. Keep an eye out for her… OK? [runs off]

PETER: Yeah, alright... Hey! How am I supposed to know…what…she looks…like?

EDIT. Jameson scene moved

INT ESU- Dr Connor's office.

Curt Connors is a lanky man (6'1-ish) with medium brown hair in his late 30s early 40s. He is sitting at his desk going over some paperwork when Peter walks in to the office.

CONNORS: [looking up from desk (cheerfully)] You're late... again

(Connors' right arm is stiff because it is a prosthetic although we do not really notice this.)

PETER: Sorry sir, guess I got sidetracked.

CONNORS: Yeah, yeah yeah. [throws his pencil down] (sarcastically) Whats her name?

Peter chuckles and notices a large glass case behind Connors with a huge scorpion in it.

PETER: Thats new.

CONNORS: Oh, [chuckles] "that's" Stanley. Just came in from Africa; Emperor Scorpion. Fascinating creatures, such strong arms...er... claws. So did you get a chance to ask your Aunt about the field study?

PETER: No, but 3 months is a long time to leave her. Hasn't been that long since her surgery. And Florida is so far away.

CONNORS: Georgia, its in Georgia. [gets up] Florida's been drained dry son. Nothin left but shoppin centers and condos. But I do understand Parker. I'll find someone else. You can help Stillwell in my absence. Here. [hands paper to Peter]

PETER: Mary Jane? I know-- I mean my friend Harry knows her.

CONNORS: Transfer student.. 2nd semester freshman biology. Need you to fill that out and get it back to admissions. Then get to work on inventory in the lab.

PETER: Alright Doc.

Peter appears in deep thought.

CUT TO:

INT. DAILY BUGLE- Jameson's office

J Jonah Jameson is on the phone, and as usual chomping on a cigar.

JAMESON:[on phone]Leeds, no, no hang on to your panties I'm not calling about that. But get your ass back here and bring me a story. The Crime Syndicate is old news. What I really need, is the name and number of your detective friend.[pause] That's right... Gargan. Good, [writes down] got it. [hangs up]. [to the camera] I don't know how you get those photos of that web-headed weasel Parker... but I'm going to find out...

3-12 Epilogue - Endings or Beginnings?

EXT. FOREST HILLS- Night

Peter walks in to the front door of his house.

INT. PARKER HOME- Living room

His Aunt May is sitting with two other women as she stands up to greet him.

AUNT MAY: And here he is now.

PETER: Aunt May?

AUNT MAY: Peter I want to you to meet my friend Anna Watson, that I've been telling you about, and her niece... Mary Jane.

PETER: Mary Jane?

We now see the girl from the hallway at ESU stand up; 5'8 of sexy with deep red hair and built like a brick ****-house.

MARY JANE: Face it Tiger, you just hit the jackpot. [winks]

ROLL CREDITS

(Aerosmith music theme, followed by John Williams score)

fanboygasm ^^

ALTERNATE ENDING/deleted scene

*press here for directer commentary* here

INT. ESU – Connors Class or office?
Peter is talking Dr Cut Connors, his science mentor and head of the department at ESU *Actually Miles Warren is. Connors is the asst. chair* Connors is a tall, lanky man with light/ medium brown hair,in his late thirites early forties. He is noticably missing an arm (or prosthetic?) *Thanks to the Lizard for telling me which arm it was*

DR CONNORS: And you’ll be there to view slides afterwards?

PETER: Yessir.

Peter notices a glass case with a large scorpion * Uh Oh! * in it behind Doctor Connors.

CONNORS: [seeing he’s noticed it.] Ahh, yes That’s Stanley.*homage to Stan Lee * I’m studying the incredible strength these creatures have in their arms, or their claws rather. Should have named him Popeye. *Connors is such a comedian *[changing subject] Have you had a chance to ask your Aunt about the field study this summer?

PETER: No sir. She’s still pretty weak frok her surgery.*from episode 1* 3 months is a long time to leave her. And Florida is just too far away. *changed to this to Okefenokee Swamp in Georgia*

CONNORS: I understand.

They are interrupted as in walks 5’8 of sizzling sexy female with deep red hair and a body built like a brick **** house. She is wearing a black tank top, (showing just a bit of midriff) and low riser light tan/stone capri pants. Both the Doctor and Peter look up in astounding amazement). *blooper here where Doc sticks out his long Lizard tounge *

YOUNG WOMAN: [as she chews gun]I’m Looking for a… Doc Connors Need a signature for my transfer slip I’m Mary Jane. Its for 2nd semester biology.

CONNORS: Ah, yes, Miss Watson. Been expecting you. I’ve got what you need right here.( <--- (He is also apparently a perv* ) [hands her paper]

MARY JANE: Cool. [looking at Peter] Ah,my gallant young knight from the hall. We meet again.

PETER: [almost in shock] Mary…Jane…Watson?

MARY JANE: That’s m’name don’t wear it out. Lets see, Peter… right?

PETER: R-right…Parker…er… Peter Parker.*Agent 008* You’re supposed to… have dinner tonight at my Aunts house..

MARY JANE: [knowingly] Is that so? Well, then you might as well face it Tiger… You just hit the jackpot. [winks]

Roll Credits

(also had an end where MJ walks in to the classroom with Pete, Harry, Gwen and the whole gang present.)

But I liked the more traditional home with AUnt May ending...I decided to reverse the classic comic scene with MJ at the door. This time she is in the house and Pete comes in...

Captain Stacy originally was to be killed at the hands of the Goblin

Link to Superherohype.com:

http://www.superherohype.com/forums/showthread.php?s=&threadid=93265&perpage=25&pagenumber=1

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