Spider-Man Scriptment

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A geometrical pattern fills the screen.  Silver threads in


Part of a spider's intricate web.

It moves slightly and we see behind it... the glint of an


Pulling back.  Two eyes blinking in the darkness, behind a

mesh of fishnet material.

Continue pulling back to reveal a face.  A face shrouded

in darkness, covered by a concentric web-like pattern.

Behind the mesh we catch a hint of the features.  Not

much.  It is the eyes which command our attention.

Pulling back... head and shoulders.  A black night


Wider still, revealing a muscular silhouetted figure,

sitting cross-legged with zen-like composure.  The arms

are straight down, between the legs.  Behind the figure is

some kind of steel structure.

But wait.  As we pull back, city lights have come into

view, and now skyscrapers... but they are above us.

Sticking down into frame like the mothership in Close

Encounters.  CAMERA ROTATES now, 180 degrees...

Putting the city where it belongs... below us.  And

revealing that the figure is hanging by his hands, by a

thread-like wire... cross-legged and chilled-out.  Upside

down.  He is wearing a form-hugging body-suit.  Hard to

make out the details in the moonlight.  Who is this


Keep pulling back.  The figure is hanging, like a spider,

from a radio mast high above... Manhattan.  There are the

familiar landmarks... Pan Am and Chrysler Buildings.

Empire State.

					FIGURE (V.O.)

		Welcome to one of my favorite night spots.

		The service is slow, but the thing I like

		about it... it's not usually too crowded.

The Empire State building is lower than us so there's only

one place we could be...

1400 feet above the street, on the radio mast of the north

tower of the World Trade Center.  A quarter of a mile

below us, the traffic moves like corpuscles of light

through the circulatory system of the city.

					FIGURE (V.O.)

		It all looks so... civilized... from up

		here, doesn't it?  Like there's some kind

		of logic to it all.  It's all so clear.

		But you get down there on the street and

		nothing's clear.

THE STREET.  Cabs and cops.  People on the move.  Humanity

in all its variegated glory... from stockbrokers to

hookers, priests to junkies.

A CORNER NEWSSTAND.  Pushing in on a stack of Newsweek.

Close on the top one.  The cover is a grainy, long lens

black and white shot, like a UFO photo, of a guy in tights

apparently crawling up the side of a building.  The


An arm, wearing red spandex and a red glove, drops down

from the roof of the newsstand.  The news-guy whirls as

the arm slaps two bucks on the counter and grabs a


The owner rushes out the door... looks on top of his


There's nothing there.  He looks up, all around...

nothing.  He grins and holds his fist in the air.



CUT TO THE FIGURE, atop the WTC.  Still hanging.  He pulls

the Newsweek out of his belt and stares at the cover in

the moonlight.


		How can I expect them to get it.  I don't

		even get it.  I do wish they'd at least

		get my name right.  It's Spider Man... not

		The Spider Man.  Jeez.  Boneheads.  I need

		a better publicist.

He rips the magazine easily in half, then in quarters,

then in eights... somewhere in here we realize that this

takes more strength in the hands than you or I have.  He

releases the stamp-sized shreds.  Camera drifts with them

as they flutter down over the city like confetti.


		Wouldn't they have kittens if thy knew

		Spiderman wasn't even a man.  Just a kid



CLOSE UP on an elderly lady yelling.  "Peter... you're

going to be late!" It's morning and she's calling up the

stairs to...

PETER PARKER.  Age 17.  Peter is in the bathroom, popping

a zit in the mirror.  He puts on his glasses and checks

his look in the mirror.  Still the same.  Nerdy.  He

doesn't care.  Screw 'em.

He grabs a big stack of books and heads downstairs.  Over

breakfast we meet his aunt MAY and Uncle BENJAMIN.  Nice

people but way too old to be the kind of role-model

parents a kid needs.  Still, he loves them even if he

forgets to actually mention it 99% of the time like any


Aunt May is thin and fusses over Peter too much.  He

indulges her.  When he has time, which he doesn't this


Peter's parents were killed in a plane crash when he was

six.  He woke up one day without a family.  Somehow he

always felt guilty that they went away.  As if he had done

something wrong.  His 17 year old mind tells him it was

just fate, just a random accident... but deep in his

subconscious that scared 6 year old still cries, begging

for them to come home... he won't cause trouble anymore...

he'll go to bed when they tell him.

Uprooted, moved from the only home he knew, in Maryland,

to Ben and May's modest bungalow in suburban Flushing, NY.

It is a low to middle income boredom-zone of tract homes

pushed too close together.  Peter actually goes to high

school in nearby Forest Hills, a snotty high-income

neighborhood.  This makes him a poor kid from the wrong

side of the tracks in the eyes of his status conscious


Peter is a bright kid.  He doesn't have many friends.  He

is ostracized for his interest in science.  Our MTV

culture frowns on people who think too much.  Intellectual

curiosity is decidedly un-hip.  Who cares about where the

universe came from or how the Greeks hammered Troy?  Did

you hear the new Pearl Jam album?

Peter is defiant.  He thinks they are the real losers.

They'll be flipping burgers while he's discovering the

cure to cancer.

We'll see who wins in the long run.

He wears his isolation like a badge... with an air of


In fact, he is awesomely shy and desperately lonely and

unhappy.  But whenever this occurs to him, he loses

himself in his studies, and finds a kind of peace.

He has the 17 year-old's sense that he knows everything

about the world, and can see so clearly all the things

that are wrong with it.  In fact he is very insulated and

knows almost nothing about human nature in all its

complexity.  He doesn't even understand himself very well.

Because his life of the mind is his badge of superiority,

he frowns on the pursuits of the body.

Sports?  Forget it.  Bunch of jock boneheads crashing into

each other.  Like stag elk in rut.  Senseless violence.

Girls?  Good in theory, but how do you talk to them?

Dancing?  No way.  He tried it once.  Not a pretty sight.

Peter is a virgin.  And apt to remain that way for a

while.  He's your basic sexually pent-up adolescent.

One other thing about Peter.  He is a plucky kid.  He's

got true grit.  He's never had an opportunity to prove

this, to himself or anyone else.  But he will soon...

That day at school, we see Peter with his friends, who are

mostly straight-A misfit types like himself.  In his last

class of the day... his favorite.  BIOLOGY... Peter

daydreams about the girl across the room.  Mary Jane

Watson.  Peter is captivated by her, though she doesn't

seem to know he exists.  The teacher tells them to pair up

for term science projects and to Peter's surprise Mary

Jane comes all the way over to him and asks to be his


Mary Jane needs at least an A in the class, or she won't

graduate with a B average, and then her parents won't buy

her a car like they promised.  So she teams herself with

Peter the Nerd.  Mary Jane's girl-friends in the class

exchange looks and smirks.

Peter flushes with the sudden proximity of the girl he has

watched from across the room all year.  She even smells

good.  He feels giddy.

Peter of course knows he has no hope.  Mary Jane is going

out with one of the school's top studs... Nathan McCreery,

AKA "Flash".  Nathan is a top athlete, playing on the

senior football team and head of the gymnastic team.  He

is also a tennis snob and drives a Porsche.  Peter hates

him utterly, on general principles.  Peter takes the bus.

His aunt and uncle don't have much money.

Mary Jane is a popular girl, in a "sosh" clique, way out

of Peter's league.  She has it all... looks, money,

handsome boyfriend.  Peter oscillates between despising

her and fantasizing about saving her from a burning

building so she will be eternally grateful to him and

maybe even kiss him.

Peter is thrilled to be her partner for the term project.

School lets out.  Peter walks Mary Jane out of the parking

lot.  Flash comes zipping up in his Porsche to pick her

up.  In an awkward moment of condescending generosity,

Mary Jane invites Peter to go with them, to Flash's house,

to play tennis and swim in the pool.  Peter declines... he

has an honors-student science seminar he's going to at a

nearby university.  Anyway... he doesn't want her to see

his pale skinny body next to Flash the stud.

McCreery makes some offhand but cutting remark about

Peter, then some of Flash's jock friends get into it...

mocking him as well.  Peter walks away, humiliated.

LATER, at the seminar... Peter is touring the genetics lab

of the university he hopes to attend if he can get a


The lab has one of the nation's leading research programs

on recombinant DNA and gene therapy.

As the tour moves through the lab complex they are able to

get a glimpse of the restricted area where some of the

more advanced research is done, through sealed glass

doors.  The professor shows them video monitors which show

the images of bio-isolation flasks where genetic

experiments are done on fruit flies.

He says they are "using synthesized transfer-RNA to recode

the genome of the fruit fly... transferring genetic

information from one species of fly to another."

He points to the monitors, saying, "You can see the ten

mutagenically activated flies on the left, the ten control

flies on the right..."

Peter mentions that he only sees nine flies on the left.

While the scientist is counting, the camera moves to a

high corner of the room.  Caught in a spider's web, near

an air duct, is the tenth fly.  The spider approaches the

struggling fly and begins to dine.  Rack focus back to the

professor... as he continues the lecture.  They move on.

Peter asks if he can take some photographs for his school

paper.  The group moves on, leaving him behind.

The tiny spider drops down from above on a nearly

invisible thread.  Peter, below, is oblivious, as the

arachnid descends.  It lands on his hand as he is taking

his last shot.  He feels a stinging pain and sees the

spider.  He smashes it.  Stands rubbing his hand.  Then

hurries after the group.

Peter on the subway on the way home.  He is rubbing his

hand, which is red and swollen.  He is perspiring and

feels faint.  His lips are dry.

By the time Peter gets home, his vision is blurry.  He

goes straight to bed... avoiding Aunt May.  He pulls off

his clothes and staggers toward the bed, but collapses on

the floor.

He is wracked by a convulsive tremor, like a seizure.  He

is plunged into a psychotropic state... an abyss of dark

visions which yawns beneath him.  He falls into the

maelstrom, barraged by hallucinatory manifestations.

Disturbing images of webs... from a POV as if crawling

over them.  Glistening eyes in the dark.  Sudden predatory

lunges.  Prey struggling hopelessly to escape.  A David

Lynch bio-horror montage of spiderworld.  Shadowy images

of rooftops... crawling over buildings and fences.

Leaping through the dark air...

Peter awakens in the sunlight.  He opens his eyes,

relieved to be out of the nightmare.  That it was just a

dream.  He blinks, looking around and screams.  He is

about 80 feet up a high tension tower... wearing only his

underwear.  Below him, morning traffic moves along the

street.  Nobody looks up.

CUT TO PETER sneaking along a fence, trying not to be

seen.  He hides in the bushes as two girls from his class

go by.  Deeply embarrassed and confused, Peter makes it

back to his house.

He slips inside and gets ready for school.  He is pale and

shaky.  He rushes past Aunt May and Uncle Benjamin, saying

he is late.  He goes outside, around the house, and climbs

into a basement window.  He goes to a dark corner and

huddles there, shaking.  His teeth are chattering.  He

hugs his knees to his chest and drifts into semi-


His eyes fall on something moving in a ray of sunlight

coming in the window.  It is a spider, descending on a

single silken strand.

To Peter it is like a heavenly vision, the tiny figure

filling his entire consciousness in some sort of

hallucinatory magnification.  The morning sun backlights

it and it seems to glow with a golden radiance.  It is

like some kind of divine messenger, waving its legs slowly

as if trying to tell him something.  He is riveted by it,

hypnotized by its otherworldly beauty and grace.

Peter comes in the front door of the house after dark.  He

passes the living room, telling his Aunt and Uncle that he

has to study.  They ask him if he's okay.  He says sure,


Peter looks in the bathroom mirror.  He looks normal.  He

looks at his hands.  They have stopped shaking.  It

appears to be over, whatever it was.  He rubs his wrists,

unconsciously.  Rubbing his thumbs over the insides of his

wrists.  They hurt but who knows why.

He notices suddenly that he can see perfectly.  But that

he is not wearing glasses.  He rushes into the bedroom and

puts them on... the world goes fuzzy.  He throws them

across the room.  Rubs his eyes.  Wow!  The poison cured

his myopia.  Cool.

Peter goes to bed, exhausted by the ordeal.  He sleeps

soundly.  The spider dream comes again.  This time rather

than a dark, roaring horror of confusing, disjointed

images... it is more refined.  An aerial ballet of eerie

grace... the weaving of an orb-web from the spider's point

of view.  Shimmering geometry in cold black space.

THE NEXT DAY.  Tight on Peter as he wakes up.  He opens

his eyes cautiously.  Not knowing what to expect.  PULL

BACK to reveal that he is still in bed.  All is normal.

He breaths a sigh of relief.  In fact... he feels pretty

good.  Lots of energy.  He pulls back the covers and...

Something is causing the sheet to stick to him.  He lifts

it, revealing a sticky, white mass completely covering

him, gluing him to his bedding.  It is some silky

substance webbing him into the covers.  He cries out in

dismay... struggling to free himself from the gluey

strands.  Where did it come from?  He notices his


They are oozing a pearlescent white fluid from almost

invisible slits about a quarter of an inch long.  He

pushes on the skin next to one of the slits and... a dark

shape, the size and color of a rose-thorn... emerges from

beneath the skin.  It shoots a jet of liquid silk into his


Peter screams at the top of his lungs.

Aunt May comes to the door.  "Peter, are you alright?"

"Yes," he answers, nervously.  "I'm... fine, Aunt May.  I

was just... uh... practicing for a school play."

Aunt May says she's so happy that he's getting into other


He gets out of bed and pulls the silky webbing off

himself, realizing how strong the stuff is.  He looks

again at the horrifying "spinnerets" on his wrists.  He is

hyperventilating... freaking out.  Like the guy in Kafka's

Metamorphosis, he has woken up to find out he is a bug.

Peter bangs out the back door of his house.  He starts to

run.  Anywhere.  Trying to get away from himself.  Away

from what is happening to him.  He runs and runs in a

blind frenzy, not realizing how fast he is going.

Peter shoots through the trees.  He burst out into a


Right in front of a speeding delivery truck.

Peter leaps.  The truck roars on... horn honking.  Peter

realizes he is twenty feet above the ground.

He yells in terror.  He is sticking to the side of a

perfectly smooth building, by his palms two stories up.

Like a cat, stuck in a tree, he doesn't know how to get


A kid rides by on a bike.

Hey!  Peter yells.  Kid!  Call 911!

The kid looks at him and rides off fast.  Peter gingerly

pulls one palm loose... then loses traction and falls--

Landing with perfect catlike grace on feet and hands.  He

stands unsteadily.

What is going on?  His body is changing.  Where will it

stop?  He tests his arms and legs, feeling the strange

energy pulsing through his muscles.

SEVERAL SCENES FOLLOW, of Peter realizing his new physical

powers... strength and agility.  His horror begins to turn

to exhilaration as he finds himself capable of things he

never dreamed of.  He finds his skinny body suddenly more

muscular, man-like.  But beyond that he has inhuman power

in his muscles... he picks up the back end of a small car

by its bumper.  Is he dreaming?

He finds a position of his hand which seems to trip the

spinnerets in his wrist.  Hand bent back to 90 degrees,

index and pinky finger extended.  The fluid jets out under

pressure like a shot from a squirt gun, instantly

hardening into a strand tougher than nylon.  He tests

it... can't break it.  He even finds that it will support

his weight.  He realizes it is spider silk.  Peter shoots

some up a tree limb and hangs from it.  Starts swinging

back and forth... yelling with the thrill of it.

CUT TO Peter at school, with his sleeves pulled down...

nervously looking around.  Nobody notices him.  He

realizes that even though the most profound change

imaginable has happened to him, no one else knows... or

needs to know.  Which is good... because he's already

enough of a misfit.  No point letting them know he's a

complete freak.

In biology class he tells the teacher he wants to do the

term project on spiders.  Mary Jane is aghast.  She thinks

they're revolting.  Peter just wants to know more about

them.  Because he wants to know more about himself.  But

he can't exactly tell her that.

Peter, in a junkyard after school.  After making sure no-

one is around, he practices shooting silk.  MONTAGE of him

learning to control the flow, the diameter, the dispersion

etc., like a real spider does.  We see him practicing web-


Screwing up.  Getting more accurate.  Then gunslinger

moves, shooting the stuff around.  Nailing a pop can in


Cut to long-shot... the area completely covered in webs.

A total mess.

Cut to him drinking half a gallon of milk.  Eating

voraciously.  Replacing the protein he has used up.  His

aunt is pleased with his appetite.

That night he is working on his homework, trying not to

let this new reality ruin his life.  His window is open.

He looks out into the darkness.

It beckons to him.  The blackness, once a source of fear,

is now welcoming.  He goes through the window, into the

world of night.  Instead of leaving his home, he feels

like he is going home.

He climbs onto the roof.  He can see perfectly.  He leaps

to the house next door.  The heights don't scare him in

the least.  He takes off running...

TRACKING SHOT, going with Peter as he leaps from roof to

roof... running along the peaks... finally leaping to a

streetlight and doing a full flip around it.  He shoots

some webbing onto the lightstandard and slowly lowers

himself to the street, landing perfectly.  He bows

theatrically to nobody.

This is great!

He doesn't know what's happening to him, thinks he is a

freak, his body has become a stranger.  Hopefully this

will be seen correctly as a metaphor for puberty and its

awakening of primal drives -- everybody goes through this

growing awareness that powerful forces are driving them

beneath their supposedly rational consciousness.

SEQUENCE of Peter in the world of night.  Climbing sheer

buildings... exploring.  Learning.  Leaping from roof to

roof to fire-escape to freeway overpass.

Just when he is starting to get cocky, he slips off the

sheer face of a high-rise and falls.  He shoots a silk-

strand out wildly... it catches on something and he swings

in a wild arc through the darkness.  He slams against

another building and sticks by his palms and feet.

He takes a breath, looking down.  Close one, but he is

exhilarated.  Wants to push it further.  It is the first

time in his life he has ever been good at anything

physical.  It is like a dream.

We explore the idea that the lure of the dark replaces

fear of the dark... that the dark becomes a comforting,

nurturing place for Peter, rather than a place of dread

and uncertainty.  He feels at home in the dark, secure

there... it is the place he seeks for solace, for peace.

Everything is backward for him.  Night becomes his day...

heights, previously terrifying now attract him.  The air

becomes his water, he swims weightless where other mortals

would plummet and break.

He is at home in places others fear.

And it stirs something dark inside him.

A predatory urge.

We see Peter following a figure far below the street.  He

runs along a rooftop effortlessly.  A shadow in the

moonlight.  The person below has no idea he is being


We will hear Peter's thoughts (the equivalent of the

thought-bubble word balloons) as a voice over.  He is

tripping on the power of being able to come and go like a

wraith... to watch without being seen.  The ability to go

anywhere he wants without asking permission.  He feels

like an adult for the first time.  A man.

He goes to Mary Jane's house.  Drop down from the roof and

looks in her window.  She turns off the light, and

thinking she is unobserved, strips off her clothes.  She

slips into bed in just her panties and a T-shirt.  But

even this forbidden glimpse is too much for Peter.  He

loses his concentration and with it his palm grip on the

wall.  He crashes into the rose bushes.  He is bounding

into the darkness as lights come on in the house behind


CUT TO Peter, asleep in class.  The teacher calls him

aside as the class files out, and asks him what is going

on.  His grades are slipping.  The straight A student has

slipped off the track.  Peter says its a personal problem.

He should be fine.  But we see that he is changing.  His

life is changing.

Peter figures there must be a way for him to make some

money with his new-found powers.

Peter has a piece of cardboard and a magic marker.  He

writes Human Spider on the cardboard.  Thinks about it.

Naw.  He turns it over and writes... Man Spider.


He gets another piece and writes Spider Man.


He turns it over to write something else, then he turns it

back.  Looks at it.  Mmmmm.

Cut to the sign leaning against a light pole on the

boardwalk Rockaway.  Peter has a black fishnet stocking

over his head, and dressed all in black, starts climbing

street-lights and doing gymnastics.  People throw

quarters, and even some dollars in a dish next the the

sign.  Peter works a few hours, staking out some turf

between a mime and a guy using upside-down plastic pails

as drums.

A guy asks him if he works private parties and Peter

shrugs, sure.  The guy tells him he'll pay fifty bucks,

but Peter should get a better costume.

Peter, in class... drawing in his math notebook as the

teacher drones at the black-board.  He is doodling a

costume.  We see several bad designs.

CUT TO Peter working on the costume.  He buys a snappy

lycra dance-skin at a dance studio.  It is red and

midnight blue.  With liquid thread he draws goofy web-

patterns all over it.  A black spider on the chest.  And a

big red spider on the back.  He tries it on.  Not bad.  He

pulls the fishnet over his head.  It disguises his

features just enough.  He cuts eye-shapes  out of black

material and glues them on... big jack-o'-lantern eyes,

wise and a little wicked in their shape.

Last, he makes wrist pieces out of two old watch bands and

some cigarette lighters which he silver-solders together.

They do nothing.  He will tell everyone he made these

high-tech wrist shooters which simulate spider-silk.  He

doesn't want them to think he's a freak of nature.  They

are situated in such a way that his biological spinnerets

are just hidden, but unimpeded.  It looks like the silk is

shooting out of the wrist bands.

In front of the mirror he practices poses.  Turning.

Catching the light.  He works on his voice, lowering it.

We see him becoming another person.  Spider Man is born,

out of Peter the boy.  Spider Man is everything Peter is

not... confident, cocky.  Physical.  Powerful.  Smooth.

Ready with a snappy one-liner.  We see long-repressed

aspects of Peter coming out, being given form and

substance behind the mask.

Aunt May, at the bathroom door, asks Peter when he is

going to be done rehearsing for the play... it's late.

Peter, flustered, whips off the mask.  He reverts

instantly to himself.  The fantasy broken.

Next we have a sequence of scenes where we see Spider Man

become a public phenomenon.  He does his spider tricks at

an upscale party... climbing walls, swinging across the

room.  They pay him 50 bucks.  A booking agent sees him

and wants to put him on a public access variety show... a

kind of Gong Show for weird acts.  He gets noticed, and

becomes a kind of 3 a.m.  cult favorite.  His put-on deep

voice becomes natural to him.  He tells the interviewer

that he built his wrist-shooters himself, and that the

webbing formula is a secret, but that the chemical process

is similar to rayon.

CUT TO an opulent mansion in Manhattan.  Marble floors.

Priceless art on the walls.  Camera tracking through the

luxurious darkness, to a vast living room with a fire

burning in an enormous fireplace.

One wall of the room is covered with TV screens.  A FIGURE

watching it from a high-backed chair.  Watching the

Amazing Spider Man on the variety show.  A hand appears

from behind the chair-back.  With a minute gesture (and no

remote) the hand commands the TV screens, and they all

switch to the channel on which Spider Man is performing.

Twenty images of Spider Man on cable as...

The audience claps and the host makes some backhanded

compliment.  A joke at Spider Man's expense.  Peter, eager

to please, doesn't get it.  He does another trick.  The

band strikes up and they go to commercial.

We reveal the figure in the chair.  This is CARLTON

STRAND.  He is in his early forties and exudes power from

every pore.  He is wearing a very expensive custom

tailored suit.  His hair slicked back, very GQ.  His nails

are manicured.  His watch is platinum.  He is the image of

vast wealth attained not inherited.

					SPIDER MAN (V.O.)

		Carlton Strand.  You think Trump was big.

		This guy was bigger.  There he was sitting

		like a big fat spider at the center of

		his web of power and megabucks... and way

		out at the edge he feels this little


Strand's eyes are piercing, blazing with a malevolent

intelligence.  He waves one hand minutely and the TV set

goes off.  A man enters the room.  A square-jawed, solid

looking guy with a powerful build, named BOYD.


		Find out everything you can about this

		Spider Man.

Body nods and exits.

CUT BACK TO SPIDER MAN hanging from the radio tower of the

World Trade Center.  We will return periodically

throughout the film to this image of him in his eyrie.


		But he wasn't always Carlton Strand any

		more than I was always your friendly

		neighborhood Spider Man.  At one time he

		was just a punk names Carl... a two time

		loser about to go down for the third time.

		It was about ten years ago that Strand

		got his cosmic tap on the shoulder...


The wind is blowing sand across a desolate stretch of

desert highway.  It is dusk and storm clouds have turned

the sky prematurely black.  A single car rocketing along

at high speed.  Blue and red lights come over the hills

behind it.  Gaining.

Inside the car we see a younger and very different Carlton

Strand.  He has crummy clothes, a four day beard and a

desperate look in his eye.  He's talking to somebody named

Bobby, trying to keep him calm, but you hear the panic in

Strand's voice.

A view of the backseat reveals Bobby, slumped in the seat.

Bobby has been shot in the stomach and isn't holding up

his side of the conversation.  The desert rolls by unseen

by his staring eyes.

A Highway Patrol car pulls behind Strand's stolen Mercury.

Strand fires a pistol out the window at them.  The running

gun-battle results in both cars crashing spectacularly.

Strand leaps from the wrecked car, as more cops appear

over the hill, lights blazing.  He runs out into the

scrubby desert clutching his pistol and a couple stacks of

bills... the pitiful score from their robbery gone sour.

ON STRAND, running.  He reaches a fence and climbs over

it.  Nearby is a small cabin, with a sign on it that says

"Lightning Field House".  A man comes out of the cabin,

yelling something at him.  Strand ignores him, running on

into the desert.

He comes upon a strange place a mile further out.  It is a

field of stainless steel towers, straight rods over a

hundred feet high.  There are hundreds of them, in perfect

rows, covering two acres.  It is a conceptual art-piece...

a sculpture called "The Lightning Field".  Carl doesn't

know this.  And he doesn't give a shit.  He stops amongst

the towers, exhausted.

The cops reach the shack and the guy tells them they can't

go any further... the towers are designed to attract

lightning and if there's a strike, they'd be toast.

Strand sees lightning strobing through the black,

turbulent sky.  He crouches behind a tower, panting,

gripping his gun.  Ready to make a stand.  It is full

night now, a wild howling night filled with the fury of a

desert storm.  Thunder rolls across the hills.

Suddenly the Lightning Field is struck.  As it was

designed to, it takes the energy of the lightning bolt and

distributes it from tower to tower until the whole thing

is blazing with blinding electric arcs in a huge

rectangular matrix.  Caught at the center of it Strand is

crucified by lightning from every direction.  He is in a

vortex of electric fields never before experienced by a

human being.  It lifts him off his feet with the power of

the charge.  In tight close-up, we see it arcing inside

his eyeballs.  The money drops from his hands... the bills

igniting into flaming moths that swirl away on the wind.

The cops watch the gorgeous, terrifying display.

Strand hits the ground, smoking and motionless.

The cops, watching through binoculars, know it is over.

It begins to rain, obscuring their view.  They get out a

thermos of coffee and settle in to wait for morning.

ON STRAND'S BODY.  Still.  Then, incredibly, he stirs.  He

sits up, groggy and disoriented.

Strand escapes in the rain, finding a dirt road through

the nearby hills.  He comes to a ranch house with a pickup

truck.  He tries the key.  Nothing.  He pops the hood and

looks... there is no battery.  In a rage he grabs the two

battery cables.  The engine starts to turn over.  He looks

at his hands and realizes the voltage is coming from his

body.  He starts the car and slams it into gear... tearing

out into the rainy night.

He begins to comprehend that somehow he has been changed

by the powerful matrix of electric fields.  That he now

can generate a powerful charge, like an electric eel.

CUT TO STRAND walking into a back-room meeting of a few of

his hood acquaintances.  It is weeks later and they are

surprised to see him.  They thought he was dead.

He says he was.  For a few minutes.  He got zapped by

lightning out in the desert.  While running from the cops.

Somebody set him up.  The cops were waiting when he and

Bobby pulled the job.  You guys wouldn't know anything

about that, would you?

He says he died in the desert and came back... but he came

back changed.  He grabs the leader and stops his heart

with a zap to the chest.

Then Strand demonstrates his power over life and death.

He puts his hands on the guy's chest and yells, jokingly,

"Clear!" He zaps him again and the crook's heart starts to

beat.  He begins to come around.

Now they fear him.  They start to go for their guns.

Strand blasts them with powerful bursts of electrical

energy, blowing them back against the walls.  They

collapse, their clothing on fire.  Only the leader is

left, the guy who set Strand up.

Strand is clearly in total command of his new power.  He

explains that there is more to it than just being able to

generate, channel and project electrical energy.

He can sense electrical energy as well.  The world to him

has been transformed.  Instead of matter, solid things, he

sees energy.  A pulsing web of electric fields.  He can

sense the current in the wires in the walls.  By laying

his hand on a telephone wire he can "hear" the

conversation.  By touching a computer he can download the

data from its hard-drive.  His brain itself has been

energized... and is now able to follow and analyze all

these signals.  The world is a pulsing circulatory system

of electrical and electromagnetic currents and waves.  In

fact... he can't shut it out.

The real power, he says, is not force but information.

Then force.

He kills the leader of the gang and takes his place.

But he quickly realizes that the kind of crime these guys

were involved in was at a penny-ante level.  The real rip-

offs were happening at a much higher level... the multi-

billion dollar leveraged buyouts, corporate takeovers,

offshore bank scams.

He takes the resources of the two-bit crime syndicate and

takes them legit.  Then using his ability to steal and

manipulate data, he builds them into a mega-player.  He is

utterly ruthless, brilliant, feared.  And almost magical

in the way he knows everything that is going on.  Anyone

that stands in his way seems to conveniently die of a

heart attack.

He considers the brute force display of power to be

vulgar.  The real power is the power to move the world...

through control of economic forces which are beyond the

realm of most people's imagination... Donald Trump meets

Milken, mixed with homicidal psychosis.  He knows he is

unique in all the world, destined for greatness, destined

to use the masses of everyday mortals for his own gain.

CUT BACK TO PRESENT, in Strand's mansion.  A WOMAN enters

the room.  She is stunningly beautiful.  The kind of

consort you would expect for a man of wealth, power and

taste.  This is CORDELIA.  He motions her to him and she

glides over, but stops a foot away.


		I must say, my dear.  You look very usable


She smiles playfully.  He circles her, almost touching

her.  His hands move over her... inches from her skin.  He

leans close and breathes in her scent.  But he can't touch


She opens her silk robe.  Underneath she is wearing a

rubber wetsuit.  He touches the rubber, running his

fingertips over her.  We hear a faint crackling of

electricity.  She seems both excited and apprehensive.


		I want you.  Not rubber.


		No, Carl--



Strand doesn't like the concept of no.  He takes her in

his arms and kisses her.  With passion.  And more... her

hair stands straight out with the electrostatic charge.

She begins to convulse, in tiny shivers at first but then

like an epileptic.  Suddenly she goes limp.  Her eyes

stare fixedly at the ceiling.



He drops her on a couch.  Stands there in misery and


Strand has the midas touch.  He has everything and

nothing.  His electrical sense gives him the power to

manipulate computer bank transfers, the stock market,

etc... to make himself a billionaire.  To sit at the

center of the world's great electronic web and feel its


So he has everything.

But he cannot touch another person, or shake hands,

without a great effort of will to control his electrical

potential.  And if he lets his guard down, in an intimate

moment with a woman, he will kill her with the high

voltage discharge.  His love is deadly.  So he has learned

to live without love, without the comfort of human touch,

emotion, contact.

So he has nothing.

He quickly unzips the front of her wetsuit and puts his

hands under the rubber.  ZAP!  Her body arches.  He steps

back, scowling.  Impatient.  Her eyes flutter open and she

struggles to breath.


		I don't know how much more of this I can

		take, Carl.

PETER STARTS slipping as a student, missing sleep...

feeling the strain of a dual life.  The only subject which

has kept his attention is biology, and he reads

voraciously on spiders... ostensibly for his term project.

Mary Jane of course hates him for volunteering them for

such a disgusting project.  Thinks he's a geek.  He tries

to get her to see the beauty in spiders... how perfect

they are, how amazing, how their engineering is

astounding, how flawless they are as predators... how

adaptable etc... how amazing their web-making ability

is... with the equivalent strength for its size greatly in

excess of steel... how they can vary the width, speed,

texture, stickiness etc.

He tells her how some species actually care for their

young.  The mother spider can distinguish the vibrations

in the web caused by her own young from the movements of

prey of enemies... they "see" by touch.  Cobweb spiders

perform stroking motions on the web to call their young,

and plucking motions to warn them of danger.

Sometimes the mother cares for the young spiderlings by

feeding them regurgitated food... Mary Jane is grossed

out, looking at him like he just crawled out from under a

rock himself.  Somehow, in all this, he manages to make

her laugh.  She actually starts to like him.

Peter is walking out of the school with Mary Jane when

they are ambushed by Flash.  He starts to ridicule Peter,

then threatens him.  Peter just clenches his jaw and backs

away.  Peter does not believe in violence... and he has

never thrown a punch in his life.  It just wouldn't occur

to him.

Through a row of bushes he sees Flash grab Mary Jane by

the arm and spin her around.  They are arguing.  Flash

slaps her across the face.  Peter is so enraged his hands

snap a four inch tree limb without him realizing it.

Flash is walking to his car after gymnastics practice.  It

is dark.  A figure drops silently down from behind him.

Flash spins and sees a guy in a black fishnet mask.

Thinking it is a robbery, Flash swings... only to grab his

own fist in pain.  It was like hitting oak.

Peter holds Flash with one hand and slaps him hard.


		How do you like it?  Huh?

He slaps him again, backhand.  Then he cocks back his fist

and BLAM!

Punches Flash so hard he flies ten feet.  He picks him up,

gets him in a painful armlock... marches him to his

beloved Porsche and slams him brutally against it.  He

pounds Flash into the car until the jock collapses, semi-

conscious.  Peter then rips a signpost out of the ground

and pounds the car into junk.  Glass flies everywhere.

Peter leans close to Flash and tells him to stay away from

Mary Jane... or else.

Cut to Peter running.  He stops around a corner, out of

sight.  In darkness he stands panting... looking down at

his hands.  He rubs his knuckles.

					SPIDER MAN (V.O.)

		I wonder if every hero remembers their

		first punch.  Well I do.  Maybe it was all

		the bullies, over the years, kicking the

		skinny kid around.  All that stored up

		rage just came out so fast it was scary.

		For a split second I just wanted to kill

		him.  It's a good thing his car was there.

		I always hated that Porsche.

Peter is gasping, shaking with emotion.  He feels like

this strange power flowing through him has unleashed

demons.  That he is becoming something he doesn't

recognize.  He doesn't realize that these primal forces

are within us all... and the power, like the power of

adulthood... gives us the possibility of acting on those

dark urges.


		But the scariest thing of all was...

		belting that jock butthead felt so good.

Peter takes the subway to Manhattan.  Changes in a rest-

room.  Soon, Spider Man is roaming the rooftops of the

most dramatic city in the world.  The high-rises of

Manhattan become his domain.  He swings across the

concrete and glass canyons, 40 floors above the street,

with ease and grace.  It becomes a kind of private

odyssey, where he can go anywhere and observe the entire

spectrum of human behavior like a ghost.  He sees

businessmen, cops, hookers, secretaries, junkies, car

thieves, millionaires... all jammed together in the

concrete maze.  He watches, unnoticed, through high-rise

windows... as a man screams at his children, as a

beautiful woman works out, as a middle-aged man drinks

himself into a stupor crying, as a young woman plays with

a baby.  His 17 year old mind can't make much sense of it.

Why some have so much, others so little.  Why there needs

to be so much pain.

Peter comes into his room through the window, in his

street clothes, at 2 a.m.  He sits on the bed... and the

door opens from the hall.  Ben comes in and sits in a

chair.  He doesn't turn on the light.


		I know I'm not very good at the father

		thing, Pete.  You came into my life twenty

		years past my prime time... and I know

		you're wrestling with things now that I

		can't help you with much.  I was your age

		once... I know, it's hard to imagine.

		And it was the most painful, confusing

		time of my whole life.  I'm not going to

		pretend to have all the answers for you,

		but I want you to know we're here for you,

		May and I.  You can talk to us.  If you're

		having problems, we'll understand.

Peter watches his uncle fumbling for the words.  He

notices that Ben's hands are shaking.  He is touched.  But

how can he tell them what's going on in his head?  Being a

teenager in the 90's is complex enough... Ben is obviously

thinking drugs, sex, gangs... but this Spider Man thing

would be impossible to explain.  He doesn't even

understand it himself.  Because he doesn't understand all

the forces at work in his mind, conscious and sub-

conscious.  He thanks his uncle and tells him everything

is okay.

Ben leaves the room, knowing he has failed.

Peter unbuttons his shirt.  Under it is the Spider Man

costume.  He looks at the spider emblem drawn on his

chest.  He takes the mask out of his back pocket and holds

it in his hand.  The eyes seem to stare back at him.

CUT TO Spider Man, creeping around a high-rise.  He sees a

man and a woman arguing.  The man starts beating up on her

in a drunken rage.  Peter can't stand to watch.  She cries

and tries to run but the guy catches her... hits her

again.  And again.  The next time he draw back his fist,

he feels something grab it and turns...

There is a guy in a mask there!  Peter decks the guy with

one punch.  It feels good to make a difference.  To mete

out a little justice.  To defend the helpless...

Which is what he's thinking at the exact moment the woman

smashes a frying pan down on his head from behind.


		Leave my husband alone!!

Now they're both beating on him, and he retreats in

confusion.  This spider Man thing is going to be harder

than he thought.  People sure are complex.  He has the

physical powers, but not the wisdom.  Yet.

Spying on Mary Jane, the girl of his dreams.  He discovers

that her home life is a living hell, with mean-spirited

and abusive parents.  Mary Jane is desperately unhappy...

living behind her mask of the popular girl.  She has no

one to share her pain.  Peter is struck by the parallel in

their lives.

Peter makes the big time.  A syndicated variety show, on

one of the local independent stations.  The host

introduces Spider Man and nobody comes on the stage.  A

beat... and then Peter (in costume) drops from the stage

ceiling right toward the audience, which screams.  Peter

swings and lands deftly on the stage.  He does some

amazing Spider stuff... swinging, web-shooting,


After his appearance on the show.  Spider Man is leaving

backstage when he is approached by the most beautiful

woman he has ever met.  Cordelia.  She appears out of the

shadows and hands him a note.  It says: THERE ARE OTHERS


There is an address and time for a rendezvous if he wants

to learn more.

He looks up and the woman is gone.  He runs out the

backstage door and sees her getting into a limo in the

alley behind the studio.  He reaches the car just as it is

pulling away.

Suddenly a hand grabs him and spins him around.

He confronts a solidly built guy in a trenchcoat, a hat

pulled down to shadow his mean eyes.  BOYD.  His hands are


Peter tries to shrug off the grip, and is surprised that

he can't.  He punches Boyd in the stomach... but his fist

sinks in up to the elbow.  He pulls his hand out and sees

that it is covered with... Sand.  Huh??!!

Enter Sandman.

Boyd slams Spider Man in the jaw with a roundhouse

haymaker.  It feels like concrete.  That's because Sandman

can soften his body into sand, or harden any part of it

into rock, at will.

Spider Man is slammed back against the alley wall.  Boyd

clips him again, then gut-punches him, doubling him over.

One more solid roundhouse and Peter is on his knees,


He looks up, groggily.  He know this guy is more than

human.  Peter yells and leaps up, putting all the force he

has into a roundhouse which could go through the side of a


It catches Boyd squarely in the face...

And goes right through.  There is an explosion of white


Boyd's face shifts and reforms.  He brushes at the sand on

the lapel of his coat.  Then laughs eerily.

His face dissolves again, into sand, which runs down...

his whole body losing its form, dropping into a puddle of

sand, which drains through a grating down into some tunnel

below the alley.  Only the coat and hat remain, and a few

grains of sand blowing in the wind.

Peter is dumbfounded.  He is not alone.  There are others

with strange powers.  But it is cold comfort if they are

bastards like this sand-guy.  He limps down the alley to

where he stashed his clothes and then climbs into the


The next day Peter learns that making money as Spider Man

is harder than he thought.  The TV shows can't pay him

cash, so he has the sleazy booking agent cash the checks

for him.  Peter gets his uncle Ben to drive him to the

booking agent's building, under some pretense.  He goes in

alone and changes into his costume in a restroom.  Peter

goes in to collect his money and the guy is broke, out of

business.  The guy tells him to beat it.


		Go ahead.  You want to call the cops...

		Call 'en.  I'm sure they'll be happy to

		press charges for you.  The second you

		take off the stupid mask and show them

		some ID.

Peter doesn't want anyone to know who Spider Man is.  He

doesn't want to be revealed as Peter Parker, the freak.

He wants to spare his aunt and uncle the humiliation.  As

long as his identity is secret, then people can go on

thinking the web-shooters are man-made gizmos... and not a

part of him which he can not take off.

As Peter is leaving, he encounters a robbery in progress

on the same floor.  The thief is wearing a ski-mask.  He

does a double take at Peter... two masked guys staring at

each other.  Peter notices the thief has a tattoo of a

cobra on his hand.

The thief runs past him, and down the stairs.  A security

guard runs up... a fat guy who has no chance of catching

the criminal.  He recognizes the Spider Man costume and

tells Peter to go get the guy because he can't.  Peter,

dejected and pissed off, shrugs.


		It's not my job.

Peter secretly changes and returns to the parking lot to

meet his uncle Ben...

Only to find a small crowd of people gathered around

someone lying on the ground.  It is his Uncle.  He has

been shot in the chest by a car-jacker who pulled him out

of his car and took off.  Peter watches him die before the

ambulance gets there.

A random crime.  Senseless.  Hard to solve.

Peter becomes obsessed with finding his uncle's killer.

Using his Spider Man skills he begins a one-man manhunt.

For the first time we see him using his new powers for a

non-selfish end.  He spies on the police, taking what they

know and following his own leads.

He tracks the guy down to a warehouse and goes in to get

him.  Peter drops into the room with the guy... who laughs

when he sees him.


		Well.  The fag in tights.  We keep bumping

		into each other.

Without warning the guy grabs a gun and shoots at Peter,

who reacts without thinking, actually dodging the bullet.

The thief keeps firing and Spider Man moves like

lightning, dodging the rounds as he leaps... firing his

web and jerking the gun out of the guy's hands.  He grabs

the killer and slams him against the wall... wanting to

pound the life out of him.  He hauls back his fist to

smash the guy's face in...

And sees the cobra tattoo on the back of his hand.

FLASHBACK: The guy in the hall.  The tattoo.  The guard

telling him to catch the guy.

Peter realizes it is the thief who ran past him in the

building.  If he has stopped him then, his uncle would

still be alive.  He could have done it.  The power, the

speed, the strength, to do it... all his now.  But he

didn't use it responsibly.  The crushing weight of the

responsibility that goes with power suddenly descends on


He releases the guy, his anger gone.  He is overwhelmed by

guilt.  He raises his hands and shoots webbing all over

the guy.

CUT TO two cops driving through the park.  Spider Man

drops down in their headlights, with the killer over his

shoulder.  He slams the guy, bound in webbing, onto the

hood of the car and tells them he is the killer of Ben

Parker.  Peter expects to see some justice done...

But the cops aren't about to take the word of some whacko

in tights.  The killer is wailing and trying to get free,

saying this crazy guy tied him up, HELP!  The cops tell

Peter to pull off the mask.  He won't.  They tell him to

come to the station with them.  They put handcuffs on him

and start to take him in.  Peter becomes furious... that

he is being treated like the criminal, when he has solved

the crime and brought them the murderer.  When he resists,

the cops get rough.

Spider Man breaks the handcuffs and hurls the cops away

from him.  They land on the pavement, and go for their

guns.  Peter, cursing, leaps into the darkness, catching a

streetlight, swinging up to a rooftop, and vanishing.  The

bruised cops are amazed.

That night a local TV station, owned by J. JONAH JAMESON,

runs a story on the evening news that two cops were

assaulted by the mysterious character known as the Spider


Thus begins Spider Man's feud with the cops and Jameson,

his media nemesis.  This can be developed over ensuing

scenes as Peter accepts the mantle of crime-fighter.

Peter goes after criminals now with a vengeance.  He wants

the world to have some justice... something that seems to

be lacking everywhere he looks.

Spider Man becomes a one-man anti-crime wave.  He goes

after crooks so single-mindedly and viciously that we fear

for him... for what he is becoming.  He seems to feed on

it, going a little nuts.  He makes enemies of virtually

everybody.  Except for a few grateful victims or near-

victims.  Maybe it was all those years of being the

helpless geek, kicked around by the schoolyard bullies,

with no one to protect him.  No father.  No older brother.

Now he wants to be the big strong older brother to the

world.  Fix it all.  Let there be no more victims... no

more pain.  As long as he has this strength, these

senses... he's going to go for it.

One night he sees cops beating the shit out of a guy.

He intervenes and webs up the two cops.

Now spider Man is officially a wanted criminal.

And Peter has crossed the line... with the realization

that justice is something that exists only in the mind...

not in a uniform or a badge or any symbol which our

society sets up to represent it.

And now, as a felon, he can't make any more public

appearances for money.  He's back to square one... broke.

Peter feels outcast, persecuted, misunderstood...

answerable only to himself... and he doesn't have the

answers.  He is alone in a moral wasteland, without a map

or compass.  He is totally isolated... with no parents to

talk to, with no one to confide in who would understand

what's going on inside him.

He needs someone to tell him what to do, what to be.  And

there is no-one.  He tries to ignore his powers... and the

path of non-commitment is the guilt and pain of his

uncle's death.  He realizes he must accept responsibility

and use his gifts, but how?

The cops want him.  He can't go work with them.  Does he

ignore the crime and injustice going on around him or

become a vigilante?

When he stops criminals in the act, the cops hate him more

for making them look ineffective.

He is condemned in the media as a vigilante.

J. Jonah Jameson, using the media, shades the story,

creating a threat... going for the dark side, peddling

fear.  Fear of the spider, which lurks in the dark.

And fear sells.  Jameson is getting ratings.  It's a good

story and he's going to work it as long as he can.

Oh, and incidentally... he still has to deal with the

actual bad guys themselves, who want him dead.  He's

hurting their business.  He's got them looking over their

shoulders.  All the gangs in the city, and the mob, the

crack dealers, the Colombians, everybody... they all have

a grudge against this guy.

At the same time, in some neighborhoods, he is a local

legend.  Crime is down, and the friendly neighborhood

Spider Man is a welcome sight.  And everybody wants to

claim him.

Black kids think he's black.  White kids white.  Hispanic


"Spidey man ain't no white dude.  He too down.  What I'm

sayin.  You see his moves?  He definitely a brother."

"No way, home.  My brother knows a guy that talked to him

once, man."

Italians say he's Italian.

Gays think he's gay.

Peter, working with Mary Jane to finish the science

project, discovers that she is a big Spider Man fan.  She

thinks he is mysterious and romantic... someone with

courage and conviction.  And she relates to his need for a

mask.  To keep his inner self private.

Peter wants so much to tell her... but he can't now that

he is a wanted criminal.

He follows her after school and she goes by herself to her

private place.  The place she goes to think.  None of her

friends even know about it.  He watches her from a high


ON MARY JANE, walking home.  She is being followed by some

punks.  They accost her.  There is no one around to help.

She screams and they drag her off the street into an

abandoned junk-yard.

Suddenly, Spider Man is there.  He trounces the attackers

and webs them up.  He knows by now that without a crime

actually taking place, the cops won't even hold these

guys, so all he can do is warn them.


		If you worthless chunks of vomit show

		your faces around here again, I'll

		decorate my Christmas tree with your

		intestines.  Got it?

They get it.  They're still worthless chunks of vomit, but

at least they'll be somewhere else.

He picks Mary Jane up and whisks her through the air,

swinging from roof to roof.  It is a wild fantasy ride for

her... like a dream.  He takes her to the top of the top

of the world... literally.  The stainless steel globe from

the '64 World's Fair in Flushing Meadow Park.  They sit up

there in the moonlight.  she melts against him.  And with

the confidence which the mask gives him... he kisses

her... through the fabric.  It is a tender, sensuous


PETER, in costume, goes to the rendezvous point.  He is

met by Cordelia and Strand.  This begins the most

important relationship of the film.

Strand is looking for others like him.  Exceptional

people, people who have been touched by fate, through some

cosmic fluke.  People who have been given some power which

elevates them above the teeming masses.  He describes

finding Boyd, who was doing nickel and dime bank jobs with

his new powers as Sandman.

Boyd apparently was a low-paid maintenance man at a big

military research project having something to do with SDI.

They were experimenting with a quantum physics effect

called bilocation.  They thought they could find tunnels

in the fabric of space, and transpose matter between the

two ends of the tunnel... essentially teleportation.  And

this would be a really neat way to deliver a weapon

payload to the bad guys, inside deep bunkers etc.

Well, Boyd was fixing some pipes in a service tunnel under

the main floor of the experiment and nobody told

maintenance that day that they were going to test the big

collider that generates the bilocation effect.

Somehow, things went wrong.  There was a runaway reaction,

then an explosion, and Boyd got hit by the effect.  He

transubstantiated with the sand underneath him in the

crawlway.  His molecules and the sand molecules took on

each other's characteristics.

Boyd wasn't happy about what happened.  Especially when he

told the project doctors and they wanted to lock him up

and study him.  So he dissolved under the door, and

escaped.  They even tried to shoot him... but the bullets

went right through.  He turned from a mean-spirited little

guy with no power to a mean-spirited guy with incredible

physical power.  Needless to say he wasted no time abusing


FLASH BACK SCENE: Boyd robbing an armored car.  The guards

fire into his body, but only puffs of sand mark the exit

wounds.  He turns his fist into a rock-hard sledge-hammer.

It actually looks like a sledge-hammer.  He swings it,

knocking the guards flying.  In a fury he beats his way

through the steel doors of the truck and takes the money


CUT TO: Boyd in a cheap hotel.  On the lam.  He has some

stacks of money from the robbery on a dresser.  A tough-

looking girl is in bed next to him.  He is drinking vodka

straight and looking about ready to eat a snake.

He gets up to find another bottle.  The girl brushes

distastefully at the sand in the bed.  She hates sand in

the bed.

There is a knock and Boyd warily answers the door.


IN THE PRESENT, Strand describes how he took him in, and

showed him a better way.  How the real money was made.

Now Boyd is Strand's right-hand, his enforcer.  He

apologizes for Boyd's behavior the other night, but he

felt it was necessary to get Spider Man's attention.

Frankly, he was curious to see if Spider Man had the balls

to fight back when the adversary was as strong as he was.

Peter realizes how much he has changed.  How much the mask

has changed him.  He did fight back.  He acted on his

anger... and his anger made him fearless.

What does Strand want?  Somehow he senses, though he does

not know who Spider Man really is, that he is young.

Strand wants to take him under his wing.  Teach him.

And Peter, needing a father figure, is seduced by this.

Strand has had years to ponder the nature of his gifts,

and he is so brilliant.  The things he says make so much


Strand believes that they are extraordinary individuals

joined by fate.  That's why he sought out the Sandman...

and now wants Spider Man to join.  Out of 5 billion

people, they are the special ones... not freaks, but

masters... each created by a fluke of technology.  It is

some new form of evolution.

Strand invites him to the Manhattan mansion.  Peter has

never seen such opulence.  Strand sips a martini and

strokes the electric eels in his huge aquarium.  Peter

stares around at millions of dollars worth of art and


Strand says the whole Spider Man costume and character are

pretty juvenile, and wants to know who he's really talking

to here.  He asks him to remove the mask but Peter won't.

Strand expands his vision of the "special ones".

The huddled masses exist, in their vicious ignorance and

limitations, to lift a few exceptional people on their

shoulders.  However unwillingly.

That's what human evolution is all about... the highest

common denominator, not the lowest.

Natural selection honors the efficient predator.  And

Spider Man has the instincts of a predator.  The top of

the food chain is always held by the most advanced

predators that millions of years of evolution could

produce... noble creatures like the wolf and the lion, not

the cud-munching herd beasts...

We honor competition right?  We honor winners.

But for every winner there must be a thousand losers.

It's a law of nature.  So you must ask yourself... am I a

winner?  Or a loser?

It is the temptation of power.  A carefully rationalized

seduction.  But Peter also sees a kindred spirit in

Strand.  A gifted and misunderstood outcast.  Alone.

Peter feels so alone he needs that companionship.  And it

keys in psychologically... the father figure.  The older


Someone who understands him.

Cares about him.  Doesn't think he's a freak.

We are more than human, you and I.  Not less.  We deserve

whatever we can take.  It is the only true law.  The law

that existed for half a billion years before the laws of


Cordelia comes on to Peter, trying to get him to relax.

Strand watches as Cordelia does her thing.  Peter is

starting to get a bad vibe.  Strand takes him aside and

says if Peter joins him he can have his fill of Cordelias,

they come with the territory.

Strand holds a lightbulb by its base, between two fingers.

He holds it over Peter's head and makes it glow.


		Starting to get the idea, kid?

Spider Man says he's not interested in a girl with values

that screwed up, and he's not sure he likes Strand any

more either.

Strand makes the mistake of going too fast.  Of assuming

that Peter will accept his amoral view of the world

immediately.  When Peter finds out that Strand is a crook,

he says they are enemies.  Strand says Spider Man cannot

afford any more enemies.  As a demonstration he blasts

Peter across the room with a bolt of power, stunning him.

He tries to remove Peter's mask, but Peter fights back.

He dodges energy blasts by leaping to the ceiling, the

walls, etc.  Each blast cost Strand millions as he

destroys his own place, growing more frustrated as he

tries to hit Peter and can't.  The spider sense is keeping

him just out of the line of fire.

Boyd comes in and the carnage intensifies.  Peter gets

zapped and almost loses consciousness.  He shoots a web,

snagging the huge aquarium, and topples it in an explosion

of glass and thousands of gallons of water which cascades

around Strand's feet.  Strand is temporarily shorted out.

The eels flop helplessly.

Spider Man ducks the Sand Man's blows and leaps through a

window out into the night.  Boyd cannot follow.

Strand looks around the demolished room.  He is pissed off

but intrigued.

He picks up some of Peter's stray webbing.  Pulls on it

with all his strength.  Can't break it.  Hmmmm.

Strand begins a campaign to win Spider Man.

First he buys the TV station and gives J. Jonah Jameson

and unlimited budget to bash Spider Man.


		Here is what you will do.  You will fixate

		on Spider Man.  You will devote every

		program solely to him.  You will not rest

		until this psychopath is arrested and his

		identity is revealed.  He is a menace to

		the public.  Trust me, your ratings will


He gets stories on network, and into major magazines and

papers owned by his media conglomerate.

Strand's agenda is to make the world such a hostile place

for Spider Man that Spidey will be driven back to him.

Strand can say, see how fucked up people are?  See how

frightened and dangerous they can be?  He wants to sour

Spidey on humankind.

Then he wants to be there for him, as the only one who

understands what it is to be different from the herd.  To

be truly alone.

He even gets thugs to dress up in knock-off Spider Man

costumes and rob stores, beat people up.  Push down old

ladies.  There is a proliferation of Spider Man sightings,

all negative.

Now even the neighborhood people don't trust Spidey.  When

he tries to help they tell him to get lost.

To make matters worse, his costume got wrecked in the big

fight with Strand and Sandman.  Can't be fixed.  He goes

looking for a new suit and...

Incredibly, Spider Man has become so popular that his

costume is available in a specialty store for 120 bucks.

They even have his size.  Peter shrugs and buys it.  What

the heck.  It's made better than his old one anyway.

He gets the flu one day and he still has to go out and do

the Superhero bit.  He's swinging from building to

building and has to stop on a ledge and throw up.  A black

kid sticks his head out.


		Hey yo, hey yo, Spidey.  S'up, man?


		I've got the flu.


		Hey yeah.  's'goin' around , man.

The kid goes back in.  His mom asks who you talking to?


		Spidey got the flu, mama.  He puking on

		the fire escape.


		Well you tell him to "spidey" his ass on

		over to the next building and throw up

		there.  Shit, it's bad enough with the

		wino's in the neighborhood...

Peter is disheartened by the ungrateful response of the

general populace to his well-meant attempts.  And then he

hits a string of bad luck, where his intervention makes

the situation worse, because of his lack of experience in

human affairs... the sheltered science nerd gets a rude

education in the ways of the world.  He comes in contact

for the first time with the pain, desperation, and

frustration which causes criminal behavior.

Peter will have a crisis of faith, where the burden of the

world's ills becomes so overwhelming that he feels

paralyzed.  His new power is partially about the power to

see, and the responsibility to not turn his head away --

he can go into the shadows, look in the windows, watch us

all from above... and he will see human nature for what it

is.  He will enter a moral twilight zone where the victims

and the crimes are not so clear cut, where it is hard for

a well-meaning crusader to jump in and help or save when

the victims must be saved from themselves, or from a

society which grinds them down.  And how can one man, one

boy really make a difference?  The tide of injustice and

pain is too great... too overwhelming.

Like an avalanche thundering down on him... until he

starts to think there are no good people to save.  Only

varying degrees of bad.  That the whole city is a toilet

of greed and dark passions.

He busts some thieves only to find out that they are just

a bunch of kids, like himself.  One of the kids runs,

trying to escape, and slips off a fire-escape.  Peter

tries to catch him but he can't.  The kid hits the street

and dies.

Just kids.  Needing some money in a tough world.  Just

like him.  The line between good and evil is getting


Aunt May can't make the house payments on just her social

security check.  Now with medical bills piling up.  Peter

is going to have to get a job.  Let's see... there's Pizza

Hut.  Or the car wash.  Or... mmmm.  There's always the

20,000 dollars in twenties and fifties sitting on the

coffee table of the drug-dealer's house he just dropped in


There won't be any objection from the drug dealers, who

are all webbed up and waiting for the cops (who will take

credit for the bust).

And there's the money.

Go on, take it.

Aunt May needs that operation.  Her medicare won't cover


Why should she suffer in pain?  Maybe die?

There's the money.  Nobody would know.

Spider Man can move like a ghost.

And Peter would have a little extra cash.

Stop having to ride a moped or take the bus.

He could buy a car... and take a girl on a real date.

That would show those sosh buttheads with the dentists and

lawyers for dads... the smirking laughter of all the

Mindys and Mandys and Sandys would finally stop ringing in

his ears.

He is hovering on the brink of going over the line... of

becoming a criminal himself.  He sees the opportunities

right in front of him.  It would be so easy.


Spidey's lonely vigil.  Still hanging upside down, over

the world of bright lights and chaos.


		I figured being your friendly

		neighborhood Spider Man would get easier

		as I went along.  Well... I'm waiting.

CUT TO SPIDER MAN, his hands reaching slowly for the stack

of bills.  He looks into the eyes of the drug dealer.


		What the hell are you looking at?!

He leaps out the window with the money.

CUT TO next morning.  A parking lot in a bad neighborhood.

Asphalt, chainlink and graffiti.  Kids playing basketball.

Suddenly hundreds of bills come fluttering down into frame

like green snow, scattering far and wide on the wind.  The

kids chase the bills up and down the block.  It is an

instant celebration in the whole neighborhood.  Somebody

looks up in time to catch a glimpse of a red and blue

figure swinging between rooftops.

					SPIDER MAN (V.O.)

		What was I gonna do?  Track down all the

		crackheads and give it back?  Anyway, I

		figure there's more than one way to be a

		saint in this world.  But I've gotta tell

		you, even fighting Sandman was easier

		than turning that bag upside down.

Meanwhile, Strand is analyzing the Spider Man sightings

and incidents.  He of course, knows which ones are real

and which are faked to discredit Spidey.  He has his

analysis people plot everything on a map of the greater

New York area and they see quickly that Spider Man's

activities seem to center on Queens.  Strand tells his

minions to concentrate their search there.

CUT TO Mary Jane doing a TV interview.  She is introduced

as a local high-school girl who actually met and talked to

the Spider Man.  She has come forward, she says, because

she is outraged by the beating he is taking in the media.

Spider Man saved her, she says, and he is a kind, gentle

man.  He is a hero, and we should be thankful he is here.

MARY JANE goes alone to her private spot.  She is sitting,

thinking, when she hears something behind her.  She turns

as Spider Man drops down to her, and gasps, startled by

his sudden presence.  She feels a rush of excitement as he

offers his hand to help her up.


		Do you still trust me?

Her answer is a kiss.  Sweet and soulful... their lips

separated by the sheer fabric of the mask.  She can feel

his breath on her face.


		Where are we going?


		It's a surprise.

CUT TO: The Brooklyn Bridge.  A stunning aerial shot.  A

tiny shape swinging in an arc, racing past the support

cables, sweeps toward us.  It is Spidey, with MJ in his

arms.  He shoots another web strand, swings to one of the

stone towers, and races up the side.  She is light as a

feather in his arms.  She screams like a kid riding

Colossus, in fear and exhilaration.

They pass us.  Her screams continue, fading as he carries

her up to the dizzying heights above us.

ON TOP OF THE BRIDGE TOWER.  Hold a beat.  We hear screams

approaching.  Spidey appears and sets her on terra firma.

She clings to him, looking down and around in wonder.

He has put the world at her feet.

She can't believe this is happening to her.

In a dizzying down-angle we see how the suspension cables

all meet radially at the top of the tower... like the

treads of some vast spider web.  Peter and MJ seem to sit

at the very center of the web, surrounded by the lights of

the city.  It is a warm spring night.  And the moment is

pure magic.

She stands with her back against a girder, needing to feel

something solid.  Spider Man stands before her, a

perfectly formed male silhouette with a soothing low



		Courtship among the spiders is highly

		ritualized.  It varies from species to

		species.  The male spider may circle the

		female, or wave his front legs... to

		signal that he is not prey.

Spider Man moves in a hypnotic arc around her.  He raises

his hands in a dance-like movement.  Lowers them.


		The female usually signals her

		willingness by an uncharacteristic


MJ takes a deep breath.  Her lip trembles.  Her knees are

weak.  Her eyes, though, are steady, gazing at the

silhouette before her.  She doesn't move of speak.  He

moves closer.


		In certain crab spiders, such as Xysticus,

		the male will attach strands of silk to

		the female... tying her limbs...

Spider Man moves his hand gracefully across her, and she

sees the sheerest silk webbing glinting in the moonlight.

First one wrist.  Then the other.  Hypnotic movement in

the moonlight.  Her arms are bound to the wall.  Her

breathing gets more rapid.


		Since the female can break free at any

		time, the bonds have only symbolic



		The male must be very bold... to take

		such liberties with the predatory female.


		Yes.  He is very bold.  But he must also

		trust her.

				(he moves very close)

		Close your eyes.

He removes his mask and kisses her.  Their mouths very

slowly and very sensuously devour each other.

Peter and MJ are locked together.  He is mesmerizing,

gentle, powerful.  He pushes up her skirt.  They make

love, high above the world.

She doesn't look.

CUT TO MARY JANE the next day at school.  She is humming

happily as she lets a tarantula walk over her arm in the

science room.  Two of her sosh girl-friends come up and

are completely grossed out.  They talk about Peter Parker

having a negative effect on her, that she's becoming a

nerd like him.  She laughs at them and tells them exactly

how full of shit they are.

We see that she is becoming more confident herself... more

able to be different.  The brushing need for acceptance

has been lifted.  Her mask is not important anymore.

CUT TO STRAND, in his luxurious living room.  Boyd is

showing him a videotape he shot the night before.  It is a

shaky, long lens shot, quite amateurish.  We see Spider

Man drop down to MJ, startling her, then he and MJ

kissing.  Finally he hoists her in his arms and swings off

into the darkness.

Boyd says he followed the girl for two days, but it paid

off.  Looks like she's this spider geek's main squeeze.

Carlton Strand just nods.  Thinking.

The Sandman comes to MJ that night and puts her to sleep.

When the chloroform wears off, she wakes up at Strand's


A prisoner.

When MJ turns up missing, Peter goes to her house.  He

finds traces of sand in her room, and figures out what has


At that moment, Jameson is airing a tape which was

submitted anonymously to the station.  It is Boyd's tape,

but the kiss has been edited out so what you see is Spider

Man dropping down, surprising MJ, and then whisking her

off into the darkness.  The announcer says police have no

other leads in the case of the missing girl, and this tape

is compelling evidence that Spider Man may have kidnapped


Meanwhile, Peter swings into action as Spider Man.

Various action shots of him swinging from skyscraper to

skyscraper.  Eating up the miles across town.

He arrives at the mansion in midtown.  He searches the

mansion... can't find them.  But he finds Cordelia dead.

Strand was in a hurry, didn't have time to jumpstart her

after his farewell kiss.  The huge bank of TV monitors all

show the same image.  It is Strand's smiling face... held

in PAUSE from a VCR.

Peter hits PLAY.

Strand pulls MJ into the frame with him.  He says meet him

at the top of the World Trade Center.

A second later the doors are kicked in.  SWAT team members

pour into the room.  Another set-up.

The SWATs see Spider Man, the body... it looks bad.


		Sorry boys.  Can't stay.

They open fire and Peter leaps, spins, ducks... barely

escapes.  He swings across the room in a vicious arc,

swooping up and crashes out through a sky-light.  In mid-

air, surrounded by broken glass, he fires a web and

catches a flagpole... swinging across the street, as...

A Police helicopter swoops toward him...

Cutting his web, and...

He falls ten stories, shooting strands, missing...

Shooting one, which catches and he does a bungee bounce at

a hundred miles an hour... straight back up...

He spins around a horizontal flag-pole sticking out the

side of a building and launches himself across the street.

Now he's in the groove, swinging across town like a Spider

Man should.

ON THE NEWS, the manhunt for Spider Man is the top story.

His escape from the police, the kidnapping of Mary Jane

Watson, and now the murder of Cordelia... it's all

stacking up against him.  Live feeds from news helicopters

show cops in the streets, police helicopters circling.

One of the copters even got a fleeting shot of Spider Man

on the move, in the canyon between two rows of buildings.

But they lost him.

PETER reaches the World Trade Center towers.  He starts to

climb... racing up the sheer metal face of 2 WTC like he's

never climbed before.

He crashes through the glass into the observation deck

(closed).  There he confronts Strand, who is holding MJ.

Peter tells him to let her go and Strand shrugs.


		I don't care about her now that you're

		here.  She was just a lure.

				(he let's go of her)

		It's hard to get a meeting with you,

		young man.

MJ goes to Spider Man.  She seems to be okay.

Strand comes over to them.  He gestures to the world laid

out at Peter's feet, like it's something he made just for

him.  The city glitters like a billion jewels, as far as

the eye can see.


		Relax, kid.  I just want to talk.


		About what?


		About you.  About your career.  Think of me

		as a kind of guidance counselor.  So let's

		take your chosen field... hero.  See?  Bad

		choice.  I'm recommending against it.


		It's not up to you.

Strand goes to the window and looks down.  He puts his

hands on his hips, surveying the world below like some

wise lord.


		Think about it.  You can't save the world.

		Why?  Because you can't save people from

		themselves... from their own brutal and

		venal natures.  You're either a predator

		of prey in this world.  A killer or a

		victim.  People are by nature violent,

		stupid, confused, greedy.  Why waste your

		gift on the ungrateful masses, who would

		love to see your mask ripped off and see

		you dragged through the slime.  The only

		thing they love more than a hero is to

		see that hero fail, fall, screw-up... to

		see him exposed in a scandal, arrested

		with his pants down, caught with his

		hands in the till.  You know why?  It lets

		them feel better about their own

		miserable lives.

He turns dramatically to face Spider Man.  He moves

closer, his voice hypnotic.


		It's a myth that people need heroes.

		People hate heroes!  Heroes make them feel

		bad!  By creating examples they can never

		live up to.  As long as the media can show,

		day after day, that the people they

		respect and admire are just as twisted

		inside as they are... they're reassured.

		They can sleep at night.  They can face

		their puffy faces in the mirror in the


MJ looks at Spider Man.  It is impossible to read his

expression through the mask from her perspective (though

by clever lighting we will be able to see the uncertainty

in his eyes).


		Misery loves company.  And everybody's

		miserable.  You run around in your long

		underwear coming off to them like some

		holier than thou saint, Mr. My Socks

		Don't Smell... you're heading for a big

		fall.  They hate you.

Strand step up to Peter.


		I want this to work out.  You're a smart

		kid.  Like those phony bracelets.  That was

		a good idea.



		What are you talking about?

Strand puts his hands on Peter's shoulders.


		Son.  I know your secret.  See... I had the

		web material you left all over my living

		room analyzed.  It's real spider silk.

He grabs Peter's wrist and rips off the fake wrist-

shooters.  Looks closely at his wrists.  Bends the hand

back, forcing the spinneret to poke out a little.  Mary

Jane looks a little shocked at that one.  Peter sees the

fear in her eyes and his will seems to collapse.  He sees

the everything she feels for him changing in a second.

It's true.  He is a freak.  He is no longer human.


		You can take off the costume, but you

		will always be the Spider Man.


		It's just Spider Man.


		The point is, you are not a hero.  You are

		a spider.  It's something you don't have a

		choice in.  And spiders are predators.

		They kill to live.  They kill to live.

		They are not hampered by humanitarian

		ideals or impeded in their lethal

		efficiency by delusions of morality.  They

		are pure.  Powerful.  As God made them.

		There are no merciful spiders.  There are

		no vegetarian spiders.  It is now time for

		you to face and accept your true nature.

Strand turns again to the window, this time putting his

arm around Peter's shoulders.  Father and son, staring

down at the world they can own.


		Join me.  Together we can shake this

		two-bit planet down for its last nickel.

		Take what is rightfully yours.  You have

		been given a great gift, for a reason.  Do

		not squander it.

Peter stares out at the vista for a long time.  It all

makes so much sense.  And it seems to explain so much of

what he feels.  All this churning confusion.

Strand gestures to Boyd, who walks to a shape in the

shadows nearby.  Its about the size of two refrigerators

and its covered by a tarp.  Boyd pulls back the tarp to


Money.  Neatly stacked bankslipped, piles of hundreds.

Six feet tall by eight feet long.  Mary Jane gasps.


		Of course I seldom carry cash, but I had

		Boyd bring this for demonstration

		purposes.  Much more dramatic than a bank

		statement, wouldn't you say?


		How much is it?


		It's about... what is it, Boyd?


		Two hundred and fifty.





		Million, dear girl.  Million.  It's all I

		had lying around on such short notice.

				(to Spider Man)

		Of course it's chump change compared to

		what you and I could do together.  It's

		out there.  All we have to do is take it.

		You know how I get this?  It's a half a

		cent here, a half a cent there...

		electronic transactions taking place a

		million times a second... all over the

		world.  And nobody misses it.  That's the



		You know, I took some money once.  It was

		easy.  It was just sitting there.  It was

		the solution to all my problems, and

		there was nobody to stop me.  Nobody could

		touch me.  So I took it.  And you know what

		I found out?


		What, son?


		That there is a line you don't cross.  And

		that sometimes you only find the line by

		tripping over it the first time you cross

		it.  But once you do, you always know

		right where it is.


		Oh, please!  Next you're going to tell me

		you gave the money back.


		More or less.


		This is a disappointment.


		Listen, you want to talk about fate?

		Maybe there is a reason for all this.

		Maybe I was put here to stop guys like

		you when nobody else has the balls.


		Pretty tough talk for a guy in a


Strand moves without warning, grabbing Mary Jane before

Peter can pull her away.  She feels the current running

through her.  Peter lunges forward and Strand turns up the

juice.  Mary Jane cries out.

Peter stops.  He can only watch helplessly as Strand toys

with her life.  Strand grabs her head and kisses her.  The

voltage makes her hair shoot straight out.  She starts

doing the watusi.


		See how power turns women on?

He breaks the kiss.  She slaps the shit out of him and he

kisses her again, this time at a much higher voltage.  MJ

starts to convulse wildly.

Meanwhile, Sandman has dissolved and is flowing across the

floor.  He reforms behind Peter and grabs him in a grip of

solid rock.  Peter struggles as Strand electrocutes MJ.

She bucks and goes still.  Her head falls back and Peter

sees her staring eyes, pupils fixed and dilated.

Dead as they come.  Peter can only stare in horror.


		Mmmm.  What should we do?  Call 911?


		I'll kill you!  Motherfucker!  You hear

		me?!  You're dead, you sick bastard!


		See!  That's my point exactly!  You are a

		killer, kid.  You've got it in you.  Why

		don't you accept it?  You want to rip my

		throat out right now.

Strand puts his hand on Mary Jane's sternum and zaps her

with a defibrillating pulse.  She arches, then relaxes.

Her chest starts to move.  She opens her eyes, weakly,

seeing Strand looking down at her.


		I think there's real electricity between

		us, don't you?

Peter goes berserk.

He fires webs at MJ, jerking her out of Strand's arms

before he can react.  Then...

Mustering all his force, he EXPLODES the Sandman into

loose chunks, which rain down around the room.

He dives out of the way of Strand's first bolt of

lightning, which sets a wall on fire...

Peter tackles MJ and scoops her up...

Diving right through the glass, a quarter mile up...

Her scream vanishes on the wind.

Sandman chunks dissolve into puddles of sand and quickly

flow together... forming back into a human shape.  Strand,

in a fury runs to the window, looking down.  No sign of

Spider Man.  Looking up he catches a glimpse of a figure

leaping from one tower to the next... carrying MJ to

safety.  He fires a lightning bolt which sears the night.

It explodes glass out of the north tower.

ON THE ROOF of the tower, Spider Man gets MJ to the

stairwell door.  He rips it off its hinges and he tells

her to run.  She starts down.  Then turns back to him.


		I love you.



He turns to see...

Across the gap, on the outdoor deck of the south tower,

Sandman and Strand come out the door.  Strand fires

lightning bolts across to the other roof, blasting debris

into the air.  Peter knows enough not to leap onto the

microwave tower... a natural lightning rod.

Strand summons a furious force field of electromagnetic

energy, like a sorcerer calling up a demon.  The fiercely

glowing plasma leaps across to the base of the microwave

mast on the north tower.  It starts to glow cherry red.

Concentrating, he uses the electromagnetic force to bend

the microwave tower toward him.

It topples, falling across the gap.  Bridging the two


Sandman leaps onto the bridge and runs across to Spider



And it's a real barn-burner.  Vicious and elemental.

I won't bore you with the details right now, but it's big.

Some of the highlight:

A major slug-fest with Sandman, during which...

They pound each other mercilessly and reduce every object

in sight to junk...

Peter is pummelled, his costume ripped half off...

Sandman gets spread around and reforms...

All the while, Strand is ripping open the power panel next

to the huge roof fans...

Pulling out the 440 volt main cables...

And FEEDING off the power...

Screaming to high heaven as the energy blasts through him


A brown-out darkens the whole lower half of Manhattan...

And Strand conjures a writhing, living field of blinding

blue-white force around him.  It lifts objects into the

air and melts the steel railing near him.  The power of

his mind to control the electromagnetic forces has grown


Sandman pounds Spidey into semi-consciousness.  Hurls him

off the roof...

But he catches a web and pulls himself back up, like one

of those spiders you can't get to stay down the drain...

Spidey sees Strand readying a mega-blast...

He leaps as the bolt rips along the edge of the roof...

Blasting glass into space and fusing the steel in a

glowing track a yard wide.

Spidey sees that Strand is about to fire again...

He fires a web at Sandman, lassoing him...

Just as Stand unleashes a bolt...

Spidey drops over the edge, pulling the web taut...

Jerking Sandman, screaming, right into the path of the

lightning beam...

The furious bright plasma wraps over the Sandman...

Fusing him into molten glass.

Strand swears and runs across the bridge to the north


Sandman is a smoking lump of melted glass in the vague

form of a man.  Poised, cooling, in a position of agony.

Like Michaelangelo's dying slave.  His glass mouth is a

shapeless pit of eternal pain.


Strand looks around and in a fury.

Spider Man appears around the superstructure of the tower

with a fire-hose.  He unleashes a stream of water at

Strand just as he is summoning a surge of power.

It shorts, and there is a tremendous steam explosion.

They are both hurled several yards.

Spider Man comes up running and dives at Strand, smashing

him brutally across the face...

Pummelling him even as Strand shoots pulses into Peter's

body which cause him to scream and writhe in agony.

Peter is hurled back against a wall...

He is crumpled on the ground, his costume in smoking


And Strand, unsteady and bleeding, advances.

Strand summons his amperage for a single, lethal blast.

The veins stand out on his neck and forehead.  This is the

big one...

And Peter raises his head, his eyes steady...

They lock eyes...

And in the blink of an eye...

Strand fires.  Peter leaps.  In midair he tags Strand with

a loop of web and sails past him...

Over the edge...

Jerking Strand with him, over the side...

And they fall together, down the face of the tower...

Strand screams, unleashing bolts of power in all


From a distance it looks like some kind of fantastic

Jacob's Ladder as the arcs light up the gap between the

two towers.

Strand's death fall is one of the most beautiful displays

ever seen, like a symmetrical release of the energy which

created him out of art and the elements.

Falling... Peter, fighting for consciousness, fires webs

at the wall...

And one finally sticks...

But it breaks.  They're going too fast...

He fires one at the far tower, fifty feet away...

It grabs...

And he swings toward the tower...

Slamming against it as the line pulls taut...

HOLDING.  Jerking him to a stop, from a hundred miles an

hour to zero in one second...

And Strand rockets past him, still falling...

Peter holds the web with all his might...

Stopping Strand so suddenly that he slams into the steel

columns along the side of the building with a sickening


The lightning stops suddenly.

A few stray arcs as Strand's broken body dangles at the

end of Peter's line.  The sound of sirens wafts up from

the street far below.


shattered leaping out with Mary Jane.

He climbs painfully up into view.  Moving slowly, he

swings in until he is on the floor.  He pulls up on the

taut lifeline, dragging a semi-conscious Strand up into

the building.  He lays him out on the floor.

Strand is bleeding badly, and broken inside.  Dying.

Peter's mask is ripped half off by the fight.  He pulls it

off his head, showing his face to Strand for the first



		What's your name kid?


		Parker.  Peter Parker.


		Peter Parker.  So... what're you?  Senior

		in high school?


		Yeah.  I graduate next week.

Strand chuckles weakly, coughing blood from ruptured lungs.



He dies.

Peter sags, spent.  Then he sees the pallet of money.

Two hundred and fifty million dollars.

Stolen a half a cent at a time from a billion accounts all

over the world.  Impossible to give back.

What the heck.

People don't notice the cloud at first.

A green cloud, covering the city... a cloud of hundred

dollar bills fluttering out across the city on a brisk

breeze.  Spreading for miles.

But New York notices when it reached the street.  From

Central Park to the Battery, it is one big street party.

On a warm evening, the first night of summer, it's raining

hundred dollar bills as far as the eye can see.

CUT TO: SPIDER MAN hanging in his eyrie.


		Well, when they rebuilt the radio tower,

		I sort of made it my favorite hang.  The

		money?  Cute trick, huh?  Like I said,

		there's more than one way to be a saint.

		Did it save the world?  Naw.  It probably

		didn't save anybody.  Except maybe me.

CUT TO PETER, at school.  It is the end of the schoolyear.

He has a lot of bruises.  He tells them he fell off his


They think he's a putz.

MJ is back too.  She is very quiet.  She doesn't hang with

any of her old friends.  They think she's odd now.  She

doesn't care.

					SPIDER MAN (V.O.)

		There was still the small matter of the

		woman I loved...

Peter and MJ get their grade on the science project.  A+.

He is happy for her that she will graduate with a B and

get her car.  But she doesn't care about that anymore.

She's decided to go to a different collage, get her grades

up, and then go to med-school.

She thanks him for helping her see the wonder of things.

She kisses him.  And whoa... wait a minute.  Why does that

kiss seem so familiar?  Peter is smiling.  Not a geek.

But confident.  Even, somehow... charming.


		Mary Jane.  Close your eyes.

She does.  Puzzled.  He moves very close to her.


				(in Spidey voice)

		Do you still trust me?

She gasps and her eyes pop open... staring at him.  Then

she gulps, nods once and squeezes them shut.  He kisses

her long and deep, and she twines her fingers in his hair.

Two of MJ's snotnose girlfriends are walking by.  They

just stare, shocked.

MJ breaks, staring at him in wonder.


		My God, Peter.  Are you really him?

		I mean--



It is what everybody secretly hopes for... that someday

someone will see past the face that everyone sees to their

secret self -- what is inside and hidden.  Peter grins,

and she returns it.

They go back into the kiss, just as...

Flash grabs Peter by the shoulder and spins him around.

He can't believe it's true.  MJ with this pencil-neck.  He

tells Peter to walk with him a second and Peter shrugs.

Sure.  He turns back to Mary Jane.


		When two male wolf spiders, Pardosa,

		encounter one another in the presence of

		a female, they assume ritual threat


MJ smirks.  Her eyes merry.  Poor Flash.

Flash drags Peter by his arm around the corner.

He whirls on Peter without warning, with a lightning

roundhouse.  But of course Peter ducks and Flash hits a

brick wall.


		Careful, Flash.  You could sprain


Howling in pain, Flash holds his hand, then charges again.

Peter steps aside, and Flash roars past.  In the blink of

an eye Peter shoots a tiny strand of web to a nearby

railing.  Flash rushes him, tripping on the silk, and

cartwheels into a wall.


		Flash, you should really watch your step.

		Here, let me help you up.

Peter helps Flash to his feet, surreptitiously attaching a

web to the back of his jacket.  He shoots the other end to

a nearby railing.  Peter dusts Flash off and turns,

walking away.  Flash roars and charges... only to get

jerked short like a mean dog on a short chain.  His feet

fly out from under him and he crashes on his back.  Dazed.

All the kids standing around the schoolyard laugh

uproariously.  Peter grins and holds up his hands.


		I never laid a glove on him.  I swear.

Everybody cheers.  Because the truth is: we really do like

heroes.  Especially when they're underdogs.



		Mary Jane and I got accepted to different

		colleges.  Wouldn't you know it?  But we

		see each other every weekend.  Her grades

		are better than mine, but I blame it on

		the heavy hours.  It's not easy being your

		friendly neighborhood Spider Man.  Takes

		it out of you.  Well, it's a schoolnight.

		Gotta fly.  Be good.

He pushes off from the mast... swinging in an arc out over

the edge of the roof.  Paying out web-line he drops like

an express elevator toward the street far below.

TILTING DOWN to follow as he becomes a black dot above the

sea of lights.  A tiny spider going home.

					THE END