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