by Domenico Salvaggio

LOGLINE: Peter Parker, a shy, sensitive, intellectual teenager is bitten by a genetically altered spider and subsequently acquires superhuman strength and agility. The temptation to use the newfound powers for personal gain is seductive but with great power comes great responsibility. He chooses to fight for the forces of good. We all the know the story… During his first adventure Spiderman battles the Green Goblin, Dr. Octopus and Kraven the Hunter.

SYNOPSIS We glide up the brick wall of a mountainous apartment building and stop at the ledge. A muscular man, wearing a strange midnight blue and crimson, form fitting costume, falls over the ledge in what appears to be a death leap. Instead, he clings to the wall and crawls quickly down the side of the building – Like a spider! A mask covers his face and his eyes are hidden beneath smoky, silver-domed Jack o' lantern shaped glass. Two flaming pumpkins, with hideous deadhead grins carved into them, are lobed off the ledge toward the crimson wall crawler. The mysterious wall crawler smashes through a nearby apartment window, as the two pumpkins explode. Inside the apartment, the wall crawler is pushed across the room by the concussive blast. A man in a bathrobe is frightened by the strange masked figure standing in his living room. The hardened New Yorker yells out, "Who the hell are you?" The masked man answers, "I'm your friendly neighborhood Spiderman." He rushes to the front door and grabs the handle. BOOM! The door splinters into fragments and Spiderman is propelled backward into the wall. He falls to the floor unconscious. His outfit is shredded, revealing his naked torso. His mask is split open and we see half of what appears to be a very young face. A shrieking, maniacal laugh emanates from the doorway, as the GREEN GOBLIN glides into the room atop his "Goblin glider". The Goblin sees the unconscious Spiderman and exclaims, "You're not a Spiderman. You're just a boy. Wait a sec…" The Goblin glides over to Spiderman and removes the teens shredded mask. The Goblin cackles happily, "Parker? Well I'll be… Peter Parker! Now I know why I never liked you." The image freezes and we hear a VO: "Peter Parker. That's my name, at least it is, when I'm not climbing up buildings and fighting super villains. That guy who's hovering above me, he's the Green Goblin. This is my first encounter with a bona fide super villain. As you can see, I'm not doing very well. But I'm getting a little ahead of myself, maybe I should start from the beginning…"

Flashback: Two months ago. PETER PARKER (17) gets dressed and has breakfast with his AUNT MAY (60's) and UNCLE BEN (60'). Peter is an orphan. His aunt and uncle fawn over him like he was their very own child. He pretends to be cool and not care for their unconditional love and undivided attention but secretly he adores it. Peter is shy but confident in his own way. He wears his geekiness like a badge of honor. He walks to school with his best friend HARRY OSBORNE (17) and GWEN STACY (17). Gwen is a striking blond who is indisputably Peter's first love, although he's too shy to admit it. The conversation between Peter and Harry is decidedly highbrow with a few Limp Bizkit references thrown in for Gwen's sake. Gwen is the cheerleader type who doesn't care if she's hanging out with these two geeks. In fact, she thinks Peter's braininess is rather attractive. She's been waiting for Peter to make a move on her since grade school and doesn't mind the wait. Harry is shy, introverted, intelligent and Peter's best friend. They arrive on school grounds and meet up with FLASH THOMPSON (17) the popular high school jock that has everything in the world, including the head cheerleader, MARY JANE WATSON (17). She's a popular redhead who often wishes Flash were more like Peter. Upon seeing Gwen, Flash makes a few disparaging remarks about Peter. Gwen shrugs off Flash`s derogatory comments and viciously defends Peter's honor.

After school, Harry invites Peter to tour his father's building. Gwen tags along. NORMAN OSBORNE (40's) is a widower and the CEO of Osborne Technologies. OSBORNETECH is a massive company, which makes military weapon components and conducts experiments in the field of biotechnology. As they enter the sprawling complex, Harry is summoned to his father's office. Peter and Gwen stay in the waiting room, which is just outside the massive office. Harry leaves the office door open. Peter and Gwen can hear the entire conversation between Harry and his father. Norman verbally rips into his son with sadistic glee, "How many times have I told you not to come here, you puny, pathetic little excuse for a person! Sometimes I dream that you're not my son! An Osborne boy is supposed to be strong and powerful, not weak, skinny and shy! You brought that Parker boy with you! You know how much I can't stand that smart ass! Now take your stupid little friends and get out of my building!" Norman, completely shattered, slinks out of the office and sees Peter and Gwen staring at him with sympathetic eyes. Gwen's eyes moisten with tears, "You shouldn't let him talk to you that way." Peter makes a few jokes to lighten the situation. Harry smiles, Peter has a special ability to make Harry smile, even in the darkest moments. Harry, a mischievous look in his eye pulls out a key card, "I took it while he wasn't looking. Everyone's gone home and it gives us full access to all the restricted areas. Screw the old bastard." Peter, Harry and Gwen run around the building like kids in a candy store or better yet, like geeks in a highly restricted area filled with high tech gadgets and experimental weaponry. Peter examines a midnight blue with red piping Kevlar coated costume, "This looks like crime-fighting gear!" Harry answers, "It's a prototype for merchant marine armor, doofus." On a nearby wall, Gwen sees a strange metallic silver vest with three tentacles sticking out on either side of the steel rib cage, for a total of six steel-cable arms. The device looks Octopus-like. Gwen exclaims, "Harry, what's that?" A heavily accented voice answers, "Experimental cybernetic armor, which you are not allowed to see." DR. OCTAVIUS (late 30's) stands behind the three teens. Harry smiles, "Hey guys it's Dr. Octavius. I call him Dock Ock." "Harry I saw you on the security camera's, you know what your father would do if he knew you were in here?" Harry nods "yes". The kindly Dr. knows about Norman's temperament and feels sorry for little Harry. Appreciating their scientific curiosity, Octavius decides to take the teens on a secret tour of the restricted facilities, "As long as it stays between us." The teens are ecstatic and grateful. They enter the genetics lab. Octavius explains that the lab has one of the nation's leading research programs on re-combinant DNA and gene therapy. The teens observe an ongoing experiment behind a glass window. The doctor explains that they are looking at bio-isolation flasks. Inside the flasks, genetic experiments are being conducted on wasps. "Using synthesized transfer-RNA to recode the wasp genome. We then transfer information from one species of wasp to another. You can see ten mutagenically activated wasps on the left and ten control wasps on the right." Harry and Octavius stroll into the next room while Gwen and Peter stay behind. Octavius and Harry, in a jargon-heavy friendly argument, don't notice the disappearance of their two friends. Gwen, sliding close to Peter's face, looks at the wasps; "There's only nine wasps on the left." Peter counts them, "You're right." Gwen suddenly kisses Peter. Peter is surprised but appreciative. In the far corner of the ceiling, we see a wasp caught in a spider web. The hungry spider dines on the wasp. The spider, finished with it's meal, descends on an almost invisible strand of web and lands on Peter's hand, which is curled around Gwen's neck. They continue to kiss heartily. "Owwww!" Peter pulls away from Gwen and grasps his right hand. Gwen says, "I'm sorry. Did I bite you?" Peter points at a spider on the floor. "Poor baby, mommy's going to kill the spider for you." Gwen stomps on the spider and laughs. Peter shrugs off the pain, rubs his sore hand and laughs, "Maybe I overreacted." They join up with the group and witness Dr. Octavius having a nasty coughing fit. Peter and Harry express their concern but the doctor will have none of their sympathy. Later that evening Peter goes home, skips supper and heads straight to bed. He feels queasy and the inside of his wrists burn. He removes his glasses and realizes that he doesn't need them anymore. He can see perfectly without them. Something strange is happening to him. Aunt May is concerned but leaves him be. That night Peter has strange dreams: Massive spider webs reach out for him. Spiders crawl all over him and cover his entire body. He leaps through the sky from building to building and crawls up the side of the Statue of Liberty. His body is entangled in a giant sticky web. He finally wakes screaming at the top of his lungs. He looks around his room but he's not in his room anymore. He lifts his hands but realizes that he is encased inside a solid, sticky structure. He beats on the lid and begins to panic. He breaks a hole through the sticky structure, revealing the stars and the cool night sky. He breaks through the sticky coffin and realizes that he is inside a cocoon made of thick, silky spider web. He leaps out of the shredded cocoon and stands. We see that he is in his underwear and we also realize that he is standing on the crown of the Statue of Liberty. This is not a dream. Peter in total shock screams in panic. He looks down at his burning wrist and sees a small red thorn sticking out of it. He turns his hand back and applies pressure on his palm with his third and fourth finger. A thick, milky fluid squirts into his face. "Talk about your nocturnal emissions." He awkwardly climbs down the statue and makes his way home. The following night Peter leaps from building to building. Several scenes follow, of Peter realizing his new physical powers… Strength and agility. His initial horror at being a freak begins to turn to exhilaration. This is all new to him. Yesterday he was a geek whose nose was buried in books. Now the kid who hated sports is swinging from the top of skyscrapers like a modern day Tarzan. He goes to an abandoned airplane junkyard and practices firing his spider web. He becomes a sharp shooter who can hit targets from several hundred feet away. He also discovers that the web he generates is virtually unbreakable and could easily support his weight. We pull up and realize that the junkyard is covered in spider webs. After one of his intense "training" sessions he goes home and eats seven steaks and drinks five jugs of milk. Aunt May is happy but concerned. She notices that Peter is becoming more muscular and man-like. "Peter, are you on steroids?" questions Aunt May. Peter laughs it off, "I'm a growing boy Aunt May." At school he begins hanging out with the jocks. Flash convinces Peter to try out for the football team. Soon Peter becomes the all-star running back, scoring an unprecedented 10 touchdowns in one game. He realizes that he has the uncanny ability to sense which way an attacker will strike from. It's like a tingling sensation, which starts at the base of the skull. You can call it a spider sense. Peter and Flash become inseparable. Meanwhile, Harry and Gwen see less of Peter. Gwen and Harry are worried about him but Peter continually gives them the cold shoulder. They aren't cool enough for him. Peter is always hanging out at Flash's swimming pool with Mary Jane. Mary Jane tries to tell Peter that she liked him better before he became a "superstar", "You're becoming like Flash, Tiger." Peter ignores her. Soon University football scouts notice Peter's abilities and invite him to tour their campus. Uncle Ben drives Peter to the University campus. Uncle Ben, wanting to look out for Peter's best interest wishes to accompany the boy to the meeting. Peter pleads with his uncle to stay in the car. Uncle Ben, a little hurt, finally acquiesces to his nephew's wishes. Peter is given a tour of the campus facilities by a seedy football scout. The scout promises Peter the world: Full scholarship, easy grades, cars, nice clothes, women, you name it. After the meeting, Peter walks down the corridor, a look of deep content and satisfaction on his face. A man runs into Peter and falls like he hit a brick wall. A heavy set security guard screams, "Stop that man!" The thief, who sports a scar on his left cheek, stands up, stares at Peter and runs down the corridor. The obese security guard is furious because he has no chance of catching the thief, "You could've stopped him!" Peter answers, "It's not my job, chubby." The guard chases after the villain in vain. Outside, Peter goes to meet uncle Ben but the car is gone. Instead, a crowd of curious onlookers is gathered around something. Peter breaks through the crowd and sees uncle Ben on the pavement with a gunshot wound to the chest. Ben dies, the victim of a senseless car jacking. Peter is devastated and becomes obsessed with finding Ben's killer. Using his newfound powers, he wages a relentless manhunt. For the first time we see him use his powers for non-selfish ends. He listens in on police conversations from rooftops and police cruiser roofs. He follows his own leads and tracks the suspected murderer down to an abandoned warehouse. Peter, dressed in black and wearing a ski mask, drops down on the killer. Without warning the killer turns and fires at Peter. Peter avoids the bullets easily. He leaps from wall to wall and pounces on the murderer. He grabs the killer by the collar and realizes that it is the same man he could've stopped at the University campus. It is the man with the scar across his left cheek that ran past him. If he had stopped him then, just put out a foot, uncle Ben would still be alive. The crushing weight of responsibility that goes with great power suddenly descends on him.

He webs Ben's murderer up and slams him against a police cruiser with a note attached. The note is signed, "Courtesy of your friendly neighborhood Spiderman." At Ben's funeral, Peter makes a solemn oath to himself: He will never use his powers for selfish gain because with great power comes great responsibility. That night, Peter breaks into the OSBORNETECH building and steals the red and blue marine armor outfit (he saw it during his tour with Dr. Octavius). Crawling on the ceiling to avoid the infrared beams Peter stumbles upon Norman Osborne's office. He overhears a conversation between Octavius and Osborne. Osborne pleads with the doctor to let him try the new strength enhancing serum. Octavius, coughing up a storm, refuses to hand over the serum, "It's too dangerous and may alter your DNA, even your outward appearance will change. We should destroy it. " Peter, perplexed by the conversation, exits the building and heads home. Inside his bedroom, he modifies the Kevlar costume and that night SPIDERMAN is born. Meanwhile, at the Osborne building, Norman injects himself with the experimental super serum. Octavius watches with sad eyes. "This is a sad day my good friend." Norman exclaims, "No my friend, you see, nothing happened. I'm ok! In fact, I've never felt stronger!" Norman stands, picks up a phone book and rips it in two with ease. Osborne feels the new power coursing through his body. Octavius, shakes his head in disappointment and walks out of the office. Outside the office, Norman hears Octavius engage in another nasty coughing fit. Norman screams out, "You should try this, it might clear up that nasty cough!" Octavius reveals that he is dying of a rare form of lung cancer. His once strong torso is riddled with cancer. Norman is devastated and proposes a risky medical intervention: Replace the cancerous torso with a cybernetic one. Osborne offers him a cybernetic second chance at life. Octavius accepts and undergoes the secret surgical procedure. The surgery is successful but Octavius slips into a sudden coma. Norman weeps at Octavius's bedside and vows to keep his friend on life support for an eternity if necessary. Octavius, now a cyborg, sleeps peacefully.

A series of scenes follow, in which Spiderman rescues several New Yorkers: Bank robberies are foiled, muggings are stopped, etc. The local newspaper, the Daily Bugle puts the "Mysterious Spiderman: Hero or Vigilante" on its front cover. J. JONAH JAMESON (late 40's) chief of the Bugle has an instant antipathy and distrust for the pesky wall crawler, "I can't trust a hero whose face I can't see!" Norman Osborne begins to gain strength at an alarming rate but with each increment of strength, he notices the appearance of green, scaly blotches on his arms and torso. After an exhilarating night of crime fighting Spiderman crawls up Gwen's house and peeks into her bedroom window only to see Harry and Gwen hugging. Peter is devastated and leaves abruptly. Inside Gwen's room, we realize that Gwen and Harry are not an item, instead she is comforting Harry who is distraught at having lost Peter's friendship, "Is it me? Am I too geeky? Why is Peter hanging with the jocks?" In the following weeks, Norman becomes obsessed with Spiderman. Norman watches and reads every news report about the web slinger. Osborne wants to know the secret behind Spiderman's powers. Osborne hires KRAVEN THE HUNTER (30's) to deliver an invitation to Spiderman. Kraven is a professional big game hunter who specializes in tracking down exotic creatures. Kraven accepts Norman's deal and sets a trap for the spider. Later that night, a man hangs precariously from a ledge. Spiderman arrives and saves the man. As Spiderman hoists the man onto the roof, we realize that the man is Kraven. His spider sense tingles but it's too late, as a series of metal chains entangle Spiderman. He is trapped. Kraven pulls out a crossbow and fires at a wall, barely missing the wall crawler. The arrow has a message on it. Kraven says, "If I properly estimated your strength, you should break out of your bonds in about thirty seconds, so I'll leave you with the note. Maybe next time we make it a real fight?" Kraven fast ropes down the building and disappears. Spidey breaks out of his chains and reads the note, "Meet me on top of the Osbornetech building. Tomorrow 10 AM. Big Money $$$$." The next day, Norman greets Spiderman on the roof of the massive building. Osborne offers Spiderman two suitcases full of money just to listen to his proposition. Spidey refuses the money but follows the businessman down to his office. In the sprawling office, Osborne slowly undresses revealing purple armor and green scales beneath his clothing, "We're both freaks. I think we should work together. I've had your web analyzed and I have to know how you fabricated it. It is truly a marvel. Nothing synthetic about it. I can give you more money than you've ever dreamed of. Forget about the do-gooder bullshit. Crime pays, if you're smart about it. Together we can shape this brave new world to suit our needs." Osborne senses that he's dealing with a younger person and attempts to sway Spidey with money. Spiderman contemplates taking the cash, after all Aunt May is struggling financially. But he steadfastly refuses Osborne's offer. Osborne becomes furious and begins to transform: His ears become pointy. His face and body become a dark shade of green. His muscles bulge and his teeth sharpen into dangerous fangs. The transformation is complete and the Green Goblin emits a maniacal laugh. "You're not going anywhere!" The Goblin leaps toward a thoroughly shocked Spiderman. Spidey avoids the Goblin and jumps through the large office window. The window shatters and Spidey is flying through the air. He shoots a web and clings to a nearby apartment building. Spidey runs across the roof of the apartment building and notices that Osborne/Goblin is flying toward him on a strange surf board-like contraption (Goblin glider). A big effects-laden roof top battle ensues. Spidey, seriously overmatched, climbs down the side of the building. The Goblin lobs two flaming pumpkins down at him. Spidey goes into the apartment and is knocked out by the exploding door (Note: We are now at the first scene of the movie). Spidey lies unconscious on the floor. Goblin discovers Spiderman's identity and the battle continues. Peter, now injured and maskless, wakes up and fights off the Goblin's vicious attack. VO: Talk about your shitty days. My best friends dad who always hated me to begin with, suddenly becomes afflicted with Jekyll and Hyde-itis and now he's trying to kill me. Just great." Spiderman gets severely beaten and retreats in fear, barely escaping with his life. As Spiderman escapes, Osborne/Goblin vows to "attack Peter Parker at any time". "Be prepared and always look behind because I'm coming for you Parker!" That night, a battered and bruised Peter crawls into Gwen's bedroom window. Gwen is happy to see Peter but concerned about his physical injuries. She explains that Harry visited a few nights ago and that he is totally depressed at having lost his best friend in the whole world. Peter is saddened and promises to rectify the situation with Harry. That night Peter almost tells Gwen about his alter ego, instead he tells her that he loves her. That evening they make love for the first time.

The next day, Osborne strolls into the Daily Bugle and announces that he is the new owner. His first order of the day is to start a relentless smear campaign against Spiderman. Naturally, Osborne and Jameson become instant friends. A few days later, Harry angrily confronts Peter on the school front lawn. Peter tries to explain his p.o.v. but Harry is on a rampage, he shoves Peter several times. A crowd gathers, chanting for them to get ready to rumble. Gwen steps in and separates the two. A swishing sound is heard and Peter is suddenly scooped up and lifted into the air by the Green Goblin. The high school teens scatter in fear. Gwen shrieks in panic. Norman, atop his Goblin glider flies off with Peter. Peter and the Goblin struggle atop the glider. "Mr. Osborne, I'm good friend's with your son. What we're doing is wrong in so many ways." Peter's shirt is torn apart and we see the Spiderman outfit beneath. "I'm glad you came prepared!" shrieks the Goblin. The Goblin ropes Peter with a steel cable and throws him off the glider. We see Peter bound and hanging beneath the glider, his shirt torn revealing his Spiderman costume (Is that a comic book cover or what!). The Goblin cackles maniacally. Meanwhile, Gwen hastily "borrows" Flash's brand new BMW and follows her lover. Harry insists on coming with Gwen, "I have to save my friend!" Peter breaks free from the cable and lands on the roof of the Empire state building. The Goblin chases after him and a vicious battle ensues. Gwen smashes up Flash's car but eventually makes it to the building. Harry and Gwen ride the elevator to the top floor and witness the battle. They arrive as Peter takes off his school clothes and slips on his mask. Gwen is shocked to find out her boyfriend is Spiderman. Harry is happy, as he realizes that his best friend is Spiderman, "That's why he didn't have time for me! Phew! It explains the football fiasco. It was so uncharacteristic of him." During the rooftop battle Gwen is knocked off the ledge by a concussive blast. She is rescued from certain death by a well-timed web. Wrapped in a virtually unbreakable web, she hangs from the ledge kicking and screaming. Harry watches the battle with fascination. During the battle, the Goblin glider malfunctions because of the multiple explosions, which knocked it around. As Spidey and the Goblin launch each other across the walls, the erratic glider heads toward them. Peter's Spider sense tingles and he instinctively shoves Norman in front of the oncoming glider. The glider hits the Goblin and severs him in half. The glider slams into the wall and explodes. Harry cheers, "Cool!" The Green Goblin dies instantly. Peter runs to the ledge and hoists Gwen up to safety. She kisses him. Peter looks back and sees Harry on his knees in front of the Goblin's severed torso. The Goblin slowly transforms back to Norman Osborne. Harry wails with grief as he realizes that his father is dead. Spiderman and Gwen walk over to Harry and try to comfort him. Harry turns and gives Peter a rage-filled glare.

Soon after, Harry quits high school, goes into seclusion and takes over Osbornetech. Meanwhile, in the secret hospital ward of the Osbornetech building, Dr. Octavius slowly stirs out of his coma. He wakes to find out that his good friend Norman has been murdered by Spiderman. Doc Ock is furious. He owes his life to Norman and swears revenge on Spiderman. The doctor modifies his cybernetic torso and adds three retractable steel cables on either side of his chest (the cyber armor seen earlier on the tour). Octavius modifies the serum and injects himself. Soon he becomes powerful and virtually invulnerable without the side effects, which affected poor Norman. Octavius meets with young Harry in Norman's office. Octavius asks where he could find Spiderman. Harry hands Octavius a flyer, which reads, "RAVE of the Millennium Tonight!" Octavius smiles.

A huge warehouse on the Hudson River. Young hormonally charged teens fill the place to capacity. This is the party everyone will talk about. Inside, Peter and Gwen dance seductively. Gwen begs Peter to give up his crime-fighting duties. After much arguing, Peter finally agrees to hang up his Spiderman costume. Gwen is deliriously happy. She checks and sees that he's wearing his Spidey outfit beneath his clothing. "It's the last time, I promise. After tonight it goes into storage forever" he says. Dr. Octavius walks into the warehouse wearing bitching sunglasses and a crisp white suit. He strides to the center of the room and stands perfectly still, while everyone dances and churns around him. Suddenly, six huge metallic tentacles rip out of his suit and hit the floor. He is lifted twenty feet into the air. He looks like a giant six-legged spider. This is one scary hombre. He screams, "I want Spiderman!!!" A typhoon of chaos erupts, as teens trample each other to get to safety. Peter looks at Gwen. She says, "Go do your job." He caresses her cheek and answers, "I love you." "Be careful my love." she says. Peter darts into the shadows and emerges as Spiderman. A battle of biblical proportions ensues. The warehouse is totaled and the battle spills into the suburbs of New York. Cars, homes and streets are torn to pieces as Spiderman and Dr. Octopus wage the most furious battle ever witnessed ONSCREEN. News helicopters and police cars converge on the scene. They wisely stand back and watch with awe as Spiderman attempts to stop the relentless Dr. Octopus. It is during this battle that public opinion on Spiderman begins to sway. The people of New York finally see Spiderman as the hero he truly is. During the epic battle, a water vein breaks covering the street in a foot of H2O. Dock Ock, with his steel tentacles dragging in the water, walks toward a severely battered and fatigued Spiderman. Spidey seeing his opportunity, webs up a loose power line and brings it down into the water. Spidey leaps into the air as the water crackles with electricity. Dock Ock is engulfed in a glorious halo of electrical pulses. The doctor, screaming in agony, collapses in defeat. Spidey lands on dry ground and collapses in fatigue. An arm gently cradles Spiderman's neck, it's Gwen, "Don't worry baby, it's over. It's over." A steel tentacle reaches toward them and touches Gwen's shoulder. A final electrical pulse from Dock Ock's tentacle courses through her body. She collapses beside Peter. Peter attempts to revive her but it's too late—She's dead. Peter, crying softly, kneels beside Gwen. Dock Ock lies unconscious in the water. Helicopters buzz overhead.

Harry approaches Peter at Gwen's funeral. The two friends talk for the first time in many months. Harry asks Peter if his days as Spiderman are over. Peter answers, "She wanted me to stop. But if I stop now she will have died for nothing. What happened to her must never happen to anyone. Ever. I can't stop Harry." Harry hugs his friend, "Don't worry buddy, it'll be our little secret. I'll support you every step of the way."

Osbornetech building, midnight that evening. Alone in the genetics lab, Harry injects himself with the super serum. A pointy-eared silhouette dances across the walls. A crazed, maniacal laugh reverberates down the halls of the Osbornetech building.

Thanks to SpidermanHype.com

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